AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT
Exhibit
99.1
AMENDMENT
NO. 3 TO
AMENDMENT
NO. 3 TO MASTER REPURCHASE AGREEMENT, dated as of November 14, 2007 (this
“Amendment”), by and among WACHOVIA BANK, NATIONAL ASSOCIATION. (the
“Buyer”) and CRYSTAL RIVER CAPITAL, INC. and CRYSTAL
RIVER CAPITAL TRS HOLDINGS, INC. (each a “Seller” and
collectively, the “Sellers”). Capitalized terms used but not
otherwise defined herein shall have the meanings given to them in the Existing
Agreement (as defined below).
RECITALS
Buyer
and
Sellers are parties to that certain Master Repurchase Agreement, dated August
15, 2005 (the “Master Repurchase Agreement”), as amended by (i) that
certain Amendment No. 1 to Master Repurchase Agreement, dated December 11,
2006,
and (ii) that certain Amendment No. 2 to Master Repurchase Agreement, dated
August 15, 2007, and collectively with Annex I to the Master Repurchase
Agreement (“Annex I”), the “Existing Agreement”.
Buyer
and
Sellers have agreed to amend certain definitions and certain provisions of
the
Existing Agreement.
Therefore,
in consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer and Sellers
hereby agree as follows:
SECTION
1. Amendment. Section
1 of Annex I to the Existing Agreement is hereby modified by deleting the
defined term “Maximum Amount” in its entirety and inserting the following
defined term in lieu thereof:
““Maximum
Amount” shall mean
$17,503,980.”
SECTION
2. Other
Agreements.
(a) Buyer
and
Sellers agree that, pursuant to Section 3(f) of the Existing Agreement, the
Facility Termination Date is hereby extended to March 31,
2008. Notwithstanding anything to the contrary in the Existing
Agreement, the extension described in the preceding sentence is deemed be
the
exercise of the one-time option described in Section 3(f) of the Existing
Agreement.
(b) Sellers
agree that, from the date of this Amendment until the Commitment Expiration
Date, no Mortgage Asset that represents an interest in residential real estate
shall be an Eligible Asset as defined in the Master Repurchase Agreement;
provided, however, that the foregoing shall not apply to any Purchased
Security currently subject to the Existing Agreement.
(c) Upon
execution of this Amendment, Sellers agree that a fee of $175,040 (which
amount
is equal to one percent (1%) of the aggregate outstanding Repurchase Price
for
all Purchased Securities as of the date of this Amendment) is deemed to be
earned by Buyer, and such fee shall be payable to Buyer by Sellers on the
new
Facility Termination Date described above.
SECTION
3. Representations
and Warranties. Seller hereby represents and warrants to Buyer,
as of the date hereof, that (i) each of the representations and warranties
made
by the Sellers pursuant to the Master Repurchase Agreement is true and correct
in all material respects as if made on and as of the date of this Amendment;
(ii) the Seller has performed in all material respects all agreements and
satisfied all conditions that the Master Repurchase Agreement provides shall
be
performed or satisfied by the Seller; (iii) other than as described in the
paragraph above, no Event of Default has occurred and is continuing; and
(iv)
the Seller has no, and hereby waives all, defenses, rights of setoff, claims,
counterclaims or causes of action of any kind or description against the
Buyer
arising under or in respect of the Existing Agreement or any other related
document.
SECTION
4. Limited
Effect. Except as expressly amended and modified by this
Amendment, the Existing Agreement and each of the other related documents
shall
continue to be, and shall remain, in full force and effect in accordance
with
their respective terms; provided, however, that each reference to
the “Master Repurchase Agreement” or “Repurchase Agreement” in any of the
related documents shall be deemed to be a reference to the Existing Agreement
as
amended hereby.
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. Delivery of an
executed counterpart of a signature page to this Amendment in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery
of a
manually executed original counterpart thereof.
SECTION
6. Expenses. Seller
agrees to pay and reimburse Buyer for all of the reasonable out-of-pocket
costs
and expenses incurred by Buyer in connection with the preparation, execution
and
delivery of this Amendment, including, without limitation, the fees and
disbursements of Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to
Buyer.
SECTION
7. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
[SIGNATURES
FOLLOW]
-
2 -
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
|
|
WACHOVIA
BANK, NATIONAL
ASSOCIATION. |
| By: /s/ H. Xxx Xxxxx III |
| Name: H. Xxx Xxxxx III |
| Title: Vice President |
|
|
| By: /s/ Xxxxxxxx X. Xxxxx |
| Name: Xxxxxxxx X. Xxxxx |
| Title: Vice President & General Counsel |
|
|
CRYSTAL
RIVER CAPITAL TRS
HOLDINGS, INC. |
| By: /s/ Xxxxxxxx X. Xxxxx |
| Name: Xxxxxxxx X. Xxxxx |
| Title: Vice President & General Counsel |
