EXHIBIT 10.27
AMENDMENT NO. 15
TO MASTER REPURCHASE AGREEMENT
Amendment No. 15, dated as of April 22, 2004 (this "Amendment"),
between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer") and
UNITED FINANCIAL MORTGAGE CORP. (the "Seller").
RECITALS
--------
The Buyer and the Seller are parties to that certain Master
Repurchase Agreement, dated as of August 29, 2001, as amended by Amendment
No. 1, dated as of August 28, 2002, Amendment No. 2, dated as of
September 3, 2002, Amendment No. 3, dated as of September 26, 2002,
Amendment No. 4, dated as of October 1, 2002, Amendment No. 5, dated as of
December 2, 2002, Amendment No. 6 dated as of January 30, 2003, Amendment
No. 7, dated as of March 15, 2003, Amendment No. 8, dated as of May 30,
2003, Amendment No. 9, dated as of July 16, 2003, Amendment No. 10, dated as
of July 23, 2003, Amendment No. 11, dated as of August 27, 2003, Amendment
No. 12, dated as of December 16, 2003, Amendment No. 13, dated as of
February 2, 2004 and Amendment No. 14, dated as of March 31, 2004 (the
"Existing Repurchase Agreement"; as amended by this Amendment, the
"Repurchase Agreement"). Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Existing Repurchase
Agreement.
The Buyer and the Seller have agreed, subject to the terms and
conditions of this Amendment, that the Existing Repurchase Agreement be
amended to reflect certain agreed upon revisions to the terms of the
Existing Repurchase Agreement.
Accordingly, the Buyer and the Seller hereby agree, in
consideration of the mutual premises and mutual obligations set forth
herein, that the Existing Repurchase Agreement is hereby amended as follows:
Section 1. Increased Maximum Aggregate Purchase Price Period. For
purposes of this Amendment, this Section 1 will be effective only during the
Increased Maximum Aggregate Purchase Price Period.
1.1 Definitions.
(a) Section 2 of the Existing Repurchase Agreement is hereby
temporarily amended by adding the following defined terms, which amendment
shall be effective solely during the Increased Maximum Aggregate Purchase
Price Period (as defined below):
""Increased Maximum Aggregate Purchase Price Period" shall mean
the period beginning on April 22, 2004 through and including August 26,
2004."
(b) Section 2 of the Existing Repurchase Agreement is hereby
temporarily amended by deleting the definition of "Maximum Aggregate
Purchase Price" in its entirety and replacing it with the following
language, which amendment shall be effective solely during the
Increased Maximum Aggregate Purchase Price Period:
""Maximum Aggregate Purchase Price" means ONE HUNDRED FIFTY
MILLION DOLLARS ($150,000,000)."
Section 2. Permanent Amendments. Section 2 of the Existing
Repurchase Agreement is hereby amended by deleting the definition of "Market
Value" in its entirety and replacing it with the following:
"Market Value" means, with respect to any Purchased Mortgage Loan
as of any date of determination, the whole loan servicing retained fair
market value of such Purchased Mortgage Loan on such date as determined by
Buyer (or an Affiliate thereof) in its sole discretion. Without limiting
the generality of the foregoing, Seller acknowledges that the Market Value
of a Purchased Mortgage Loan may be reduced to zero by Buyer if:
(i) a breach of a representation, warranty or covenant made by
Seller in this Agreement with respect to such Purchased Mortgage Loan
has occurred and is continuing;
(ii) such Purchased Mortgage Loan is more than (a) twenty nine
(29) days past due, other than a Non-Performing Mortgage Loan or (b)
one hundred eighty (180) days past due or foreclosed upon or otherwise
liquidated for Non-Performing Mortgage Loans;
(iii) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement (other than
to a Take-out Investor pursuant to a Bailee Letter) for a period in
excess of ten (10) calendar days;
(iv) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement to a Take-out
Investor pursuant to a Bailee Letter for a period in excess of 45
calendar days;
(v) such Purchased Mortgage Loan has been subject to a
Transaction hereunder for a period of greater than (a) 60 days for all
Mortgage Loans other than Aged Loans (b) 90 days with respect to each
Ninety Day Aged Loan or (c) 180 days with respect to each One Hundred
Eighty Day Aged Loan;
(vi) such Purchased Mortgage Loan is a Repurchased Mortgage Loan
which has been subject to a Transaction hereunder for a period of
greater than 180 days;
(vii) such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan
for which the Wet-Ink Documents have not been delivered to the
Custodian on or prior to the seventh Business Day after the related
Purchase Date;
(viii) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the sum of the Purchase
Price of all (A) Non-Performing Mortgage Loans and (B) Repurchased
Mortgage Loans that are, in either case, Purchased Mortgage Loans
exceeds $2,000,000;
(ix) when the Purchase Price for such Purchased Mortgage Loan is
added to other Purchased Mortgage Loans, the aggregate Purchase Price
of all Ninety Day Aged Loans that are Purchased Mortgage Loans exceeds
$7.5 million;
(x) when the Purchase Price for such Purchased Mortgage Loan is
added to other Purchased Mortgage Loans, the aggregate Purchase Price
of all One Hundred Eighty Day Aged Loans that are Purchased Mortgage
Loans exceeds $500,000;
(xi) when the Purchase Price for such Purchased Mortgage Loan is
added to other Purchased Mortgage Loans, the aggregate Purchase Price
of all Second Lien Mortgage Loans that are Purchased Mortgage Loans
exceeds $3.75 million;
(xii) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase
Price of all Alt A Mortgage Loans that are Purchased Mortgage Loans
exceeds $40 million;
(xiii) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase
Price of all Sub-Prime Mortgage Loans that are Purchased Mortgage Loans
exceeds $30 million;
(xiv) during the first five (5) Business Days and the last
five (5) Business Days of each calendar month, when the Purchase Price
for such Purchased Mortgage Loan is added to other Purchased Mortgage
Loans, the aggregate Purchase Price of all Wet-Ink Mortgage Loans that
are Purchased Mortgage Loans exceeds 40% of the Maximum Aggregate
Purchase Price;
(xv) other than during the first five (5) Business Days and the
last five (5) Business Days of each calendar month, when the Purchase
Price for such Purchased Mortgage Loan is added to other Purchased
Mortgage Loans, the aggregate Purchase Price of all Wet-Ink Mortgage
Loans that are Purchased Mortgage Loans exceeds 30% of the Maximum
Aggregate Purchase Price; or
(xvi) such Purchased Mortgage Loan is no longer acceptable for
purchase by Buyer (or an Affiliate thereof) under any of the flow
purchase or conduit programs for which Seller then has been approved
due to a Requirement of Law relating to consumer credit laws or
otherwise.
Section 3. Conditions Precedent. This Amendment shall become
effective on April 22, 2004 (the "Amendment Effective Date"), subject to the
satisfaction of the following conditions precedent:
3.1 Delivered Documents. On the Amendment Effective Date, the
Buyer shall have received the following documents, each of which shall be
satisfactory to the Buyer in form and substance:
(a) this Amendment, executed and delivered by a duly authorized
officer of the Buyer and Seller;
(b) such other documents as the Buyer or counsel to the Buyer may
reasonably request.
Section 4. Representations and Warranties. The Seller hereby
represents and warrants to the Buyer that they are in compliance with all
the terms and provisions set forth in the Repurchase Agreement on their part
to be observed or performed, and that no Event of Default has occurred or
is continuing, and hereby confirm and reaffirm the representations and
warranties contained in Section 13 of the Repurchase Agreement.
Section 5. Limited Effect. Except as expressly amended and
modified by this Amendment, the Existing Repurchase Agreement shall continue
to be, and shall remain, in full force and effect in accordance with its
terms.
Section 6. Counterparts. This Amendment may be executed by each
of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one
and the same instrument.
Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
Buyer: CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
as Buyer
By:________________________________
Name:
Title:
Seller: UNITED FINANCIAL MORTGAGE CORP.,
as Seller
By:________________________________
Name:
Title:
