EXECUTION VERSION
AMENDMENT NO. 10
TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
AMENDMENT NO. 10 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT,
dated as of June 8, 2005, (the "Amendment") by and between Xxxxxxx Xxxxx
Mortgage Capital Inc. (the "Buyer"), MortgageIT, Inc. ("MIT" and a "Seller") and
MortgageIT Holdings, Inc. ("Holdings" and a "Seller" and together with MIT the
"Sellers"):
The Buyer and the Sellers are parties to that certain Amended and
Restated Master Repurchase Agreement, dated as of August 4, 2004, as amended by
Amendment No. 1, dated as of September 21, 2004, Amendment No. 2, dated as of
November 11, 2004, Amendment No. 3, dated as of November 18, 2004, Amendment No.
4, dated as of December 8, 2004, Amendment No. 5, dated as of December 10, 2004,
Amendment No. 6, dated as of December 17, 2004, Amendment No. 7, dated as of
March 7, 2005, Amendment No. 8, dated as of May 12, 2005 and Amendment No. 9,
dated as of May 25, 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 Sellers 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 Sellers 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. Section 12 of the Existing Repurchase Agreement is
hereby amended by deleting subsection (s) in its entirety and replacing it with
the following:
"(s) Following the occurrence and during the continuation of an Event of
Default, no Seller shall make any payment on account of, or set apart assets
for, a sinking or other analogous fund for the purchase, redemption, defeasance,
retirement or other acquisition of any equity interest of such Seller, whether
now or hereafter outstanding, or make any other distribution in respect of any
of the foregoing or to any shareholder or equity owner of such Seller, either
directly or indirectly, whether in cash or property or in obligations of such
Seller or any of such Seller's consolidated Subsidiaries."
SECTION 2. No Further Transactions. The Buyer and the Sellers will not
enter into any new Transactions the subject of which are Mortgage Loans other
than Mortgage Loans that are Purchased Mortgage Loans prior to the Amendment
Effective Date.
SECTION 3. Conditions Precedent. This Amendment shall become effective on
June 8, 2005 (the "Amendment Effective Date"), subject to the satisfaction of
the following conditions precedent:
2.1 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 the Seller; and
(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 Existing 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 11 of the Existing 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]
-2-
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: XXXXXXX XXXXX MORTGAGE CAPITAL INC.,
AS BUYER
By: /s/ Xxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
Seller: MORTGAGEIT, INC.,
AS SELLER
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: CFO
Seller: MORTGAGEIT HOLDINGS, INC.,
AS SELLER
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President and Chief Financial
Officer
-3-
