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EXHIBIT 10.32
Lomas Mortgage USA, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
June 27, 1995
DLJ Mortgage Capital Inc.
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxx Xxxxxx
Ladies and Gentlemen:
Reference is made to the Commitment Letter (the "Commitment
Letter") dated May 22, 1995 between Lomas Mortgage USA, Inc. ("Lomas") and DLJ
Mortgage Capital, Inc. ("DLJ"). The Commitment Letter relates to committed
financing provided by DLJ in accordance with the terms and conditions set forth
in the Commitment Letter, the Whole Loan Funding Facility, the Pledge
Agreement, the Promissory Note and the Tri-Party Custody Agreement dated May
16, 1994 (collectively, the "Agreements"). Capitalized terms and phrases not
otherwise defined herein shall have the meanings ascribed to them in the
Agreements.
DLJ and Lomas hereby agree as follows:
1. Pursuant to notice given in accordance with the terms
of the Agreements by DLJ to Lomas on June 14, 1995 the portion of the
Facility relating to Wet Transactions was terminated, and as of June
26, 1995 the outstanding principal amount of the Facility relating to
the Wet Transactions, together with all interest thereon was paid in
full.
2. DLJ and Lomas hereby agree that the total committed
credit line relating to Gestation Transactions and Interim
Transactions when combined shall be increased to and shall not exceed
$225,000,000.00, provided that as additional Collateral for the
Facility, Lomas shall have pledged the Servicing Collateral referred
to below. The parties agree that Lomas shall not be required to pay
the balance of the Commitment Fee payable under the Commitment Letter.
However, Lomas shall pay the new Commitment Fee of $315,375.00 in
installments. DLJ acknowledges receipt of $25,000.00 on June 1, 1995.
On the date hereof, Lomas shall pay DLJ $157,685.50. On September 30,
1995, Lomas shall pay DLJ $78,843.75 and on December 31, 1995, Lomas
shall pay DLJ $78,843.75. The Commitment Letter shall expire on May 31,
1996. In addition, Lomas hereby agrees to promptly pay the reasonable
fees and disbursements of DLJ's counsel incurred in connection with
this transaction.
3. DLJ hereby agrees that separate and apart from the
portion of the Facility terminated as described in paragraph 1 above
and as a new extension of credit, DLJ shall
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provide a new financing facility to Lomas with respect to Wet
Transactions in accordance with all the terms and conditions of the
Agreements, provided that: (i) notwithstanding the terms of the
Commitment Letter, the total of all Advances outstanding relating to
Wet Transactions shall not exceed $15,000,000.00 in the aggregate;
(ii) Lomas shall pledge as additional Collateral for the Wet
Transactions the Servicing Rights referred to below; (iii)
notwithstanding the provisions of the Pledge Agreement and Section
9(b) of the Tri-Party Custody Agreement, Lomas shall cause the deposit
with Custodian of the documents set forth in 7(a) and 7(b) of the Tri-
Party Custody Agreement for such Wet Mortgage Loan within three (3)
Business Days after the date of the related Advance and Custodial
Receipt; (iv) Lomas shall cause the Custodian to arrange to have an
employee of the Custodian personally appear at the offices of Lomas on
each Business Day, at Lomas' expense, for purposes of taking
possession of, and returning to the offices of the Custodian, the
documents set forth in 7(a) and 7(b) of the Tri-Party Custody
Agreement for each Wet Mortgage Loan as and when received by Lomas;
and (v) in addition to the other termination provisions provided under
the Agreements, the foregoing new financing facility with respect to
Wet Transactions shall be terminable by DLJ at any time, upon
telephonic notice to Lomas (a) if Lomas and DLJ have not executed a
definitive purchase agreement providing for the transfer of all
servicing rights relating to mortgage loans originated or acquired by
Quality Mortgage USA, Inc. from Lomas to DLJ, in form and substance
reasonably acceptable to DLJ by July 20, 1995 or prior to such date if
DLJ determines in its sole discretion that such purchase agreement is
not likely to be executed, or (b) if Lomas shall be in material
violation of any of its obligations pursuant to such purchase
agreement following the execution thereof.
4. Sections 3(b) and (c) of Annex A to the Commitment
Letter are hereby amended to provide that if Lomas's "GAAP Net Worth
is less than $85 million," or if Lomas's "Adjusted Net Worth (ANW) is
less than $35 million, " then an Event of Default shall have occurred
and a Material Adverse Change shall have occurred in the business or
operations of Lomas.
5. The parties acknowledge and agree that pursuant to
the Notice of Borrowing delivered each day to DLJ under the Facility,
the total amount of the Advance under the Facility is advanced and
fully repaid on the next succeeding business day and further, that
each such Advance is a separate and distinct loan. Accordingly, the
pledge of the Servicing Rights does not in any event relate to or
secure antecedent debt but is intended to secure the new Advances to
be made on or after the date hereof pursuant to the terms of the
Agreements and this letter.
6. Lomas hereby confirms its agreement with DLJ that the
Servicing Rights as defined in the Acknowledgement Agreement dated as
of June 27, 1995 among FNMA, DLJ and Lomas shall be included within
the definition of and shall be treated as Collateral as defined in the
Pledge Agreement. Lomas does hereby grant, pledge and assign to DLJ
and its successors and assigns, as security for the payment of the
Obligations, a first priority perfected security interest in all of
Lomas' right, title and interest in and to the Servicing Rights,
including any Contract termination fee, as
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referenced in the Acknowledgement Agreement. The foregoing Servicing
Rights constitute all of Xxxxx'x Xxxxxx Xxx Servicing Rights
(exclusive of any recourse Servicing Rights) with respect to mortgage
loans in the approximate principal amount of $3,300,000,000.00.
7. With respect to the foregoing Pledge:
x. Xxxxx represents and warrants to DLJ that (i)
Lomas has not been disqualified or terminated as a
seller/servicer by FNMA, (ii) subject to the rights of FNMA
under the Acknowledgement Agreement, any suspension of Lomas
as a seller/servicer for FNMA does not affect Lomas's right to
service the Mortgages or affect the Servicing Rights or the
Security Interest (each such term as defined in the
Acknowledgement Agreement), (iii) Lomas has not violated,
defaulted under or breached the terms of the Xxxxxx Xxx
Contract or the Guide (as each such term is defined in the
Acknowledgement Agreement), and the Xxxxxx Mae Contract is in
full force and effect, (iv) no consent or other approval is
necessary for Lomas to grant the Security Interest to DLJ
except for such consents and other approvals as have been
obtained, or will be obtained by virtue of the Acknowledgement
Agreement and (v) Lomas has done all things necessary or
required to grant the Security Interest.
x. Xxxxx shall service, or cause to be serviced,
all Mortgages in accordance with the Xxxxxx Mae Contract and
the Guide, and shall not violate, default under or breach the
terms of the Xxxxxx Xxx Contract or the Guide.
x. Xxxxx shall immediately deliver to DLJ (i) a
fully executed counterpart of the Acknowledgement Agreement,
(ii) an executed UCC-1 Financing Statement with respect to the
Security Interest, (iii) a release of each security interest
in the Servicing Rights held by any person other than DLJ, and
(iv) a power of attorney executed by Lomas conforming with the
description in the Acknowledgement Agreement.
x. Xxxxx shall promptly deliver to DLJ (i) all
documents required under the Xxxxxx Mae Contract or the Guide
or necessary to effectuate the transfer of the Servicing
Rights, endorsed or otherwise completed in blank, and (ii)
such other documents with respect to the Security Interest as
DLJ or FNMA may require from time to time.
8. The provisions of this letter shall be deemed to
modify and amend the Agreements, including the Pledge Agreement, to
the extent provided herein, and shall be governed by and construed in
accordance with the laws of the State of New York, except to the
extent preempted by federal law.
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If this letter accurately sets forth the terms of the agreement
between Lomas and DLJ, kindly sign the enclosed copy of this letter and return
such copy to the address for Lomas set forth above.
LOMAS MORTGAGE USA, INC.
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
AGREED AND ACCEPTED:
DLJ MORTGAGE CAPITAL, INC.
By: /s/ XXX XXXXXX
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Name: Xxx Xxxxxx
Title: Senior Vice President
