EXHIBIT 10.7
AMENDMENT NO. 1
TO MASTER REPURCHASE AGREEMENT
Amendment No. 1, dated as of August 28, 2002 (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 (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. Definitions.
(a) The definition of "Maximum Aggregate Purchase Price"
is hereby amended by deleting it in its entirety and replacing it with the
following:
""Maximum Aggregate Purchase Price" means FORTY MILLION
DOLLARS ($40,000,000)."
(b) The definition of "Market Value" is hereby amended by
deleting subclauses (x), (xi), and (xii) in their entirety and replacing them
with the following:
"(x) 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 $20 million;
(xi) 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 $8 million;
(xii) 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 $12 million."
SECTION 2. Annex II to the Repurchase Agreement is hereby
amended by deleting the text thereof in its entirety and replacing it with the
following:
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"The Non-Utilization Fee for each calendar month shall be an
amount equal to the product of (x) 20 basis points (0.20%) per
annum and (y) the excess of (I) 50% of the Maximum Aggregate
Purchase Price over (II) the average Purchase Price of the
Purchased Mortgage Loans during such calendar month. The
Non-Utilization Fee shall accrue commencing on the 90th day
from the date of this Agreement."
SECTION 3. Conditions Precedent. This Amendment shall become
effective as of the date hereof (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 each 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 it is 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 confirms and reaffirms 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]
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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: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Seller: UNITED FINANCIAL MORTGAGE CORP.
AS SELLER
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
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