AMENDMENT NO. 21 TO MASTER REPURCHASE AGREEMENT
AMENDMENT
NO. 21
Amendment
No. 21, dated as of July 25, 2005 (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, Amendment No. 14, dated as of March 31, 2004, Amendment
No. 15, dated as of April 22, 2004, Amendment No. 16,
dated as of
May 11, 2004, Amendment No. 17, dated as of August 24, 2004, Amendment
No.
18, dated as of October 26, 2004, Amendment No. 19, dated as of
December 31, 2004 and Amendment No. 20, dated as of June 30, 2005
(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. Covenants.
For
purposes of this Amendment, this Section 1 will be effective only for the
period
from and including February 1, 2005 through and including April 30, 2005
(the
“Waiver
Period”).
1.1 Section
14(e) of the Existing Repurchase Agreement is hereby amended by deleting
it in
its entirety and replacing it with the following language, which amendment
shall
be effective solely during the Waiver Period:
“(e)
Maintenance
of Profitability.
Seller
shall not permit, for any Test Period, Net Income for such Test Period, before
income taxes for such Test Period and distributions made during such Test
Period, to be a loss greater than $2.5 million.”
Section
2. Conditions
Precedent. This
Amendment shall become effective as of February 1, 2005 (the “Amendment
Effective Date”),
subject to the satisfaction of the following conditions precedent:
2.1 Delivered
Documents. On
the date hereof, 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 the Guarantors and duly authorized officers
of the Buyer and the Seller; and
(b) such
other documents as the Buyer or counsel to the Buyer may reasonably
request.
2.2 Payment
of Attorneys’ Fees.
On
the Amendment Effective Date, the Seller shall have paid attorneys’ fees to
Buyer or its counsel either by payment or by authorized debit in connection
with
this Amendment in an amount equal to $1,500.
Section
3. 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 Existing Master Repurchase
Agreement on its 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 Existing Master
Repurchase Agreement.
Section
4. Limited
Effect. Except
as
expressly amended and modified by this Amendment, the Existing Master Repurchase
Agreement shall continue to be, and shall remain, in full force and effect
in
accordance with its terms. The amendments set forth in this Amendment shall
expire upon the expiration of the Waiver Period at which time the terms of
the
Existing Repurchase Agreement shall revert to that set forth in the Existing
Repurchase Agreement.
Section
5. 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
6. 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
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| Title: | ||
| Seller: |
as Seller
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