EXHIBIT 10.15
AMENDMENT NO. 9
TO MASTER REPURCHASE AGREEMENT
Amendment No. 9, dated as of March 1, 2002 (this "Amendment"),
between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer") and OAK
STREET MORTGAGE LLC, formerly known as Cresleigh Financial Services LLC (the
"Seller").
RECITALS
The Buyer and the Seller are parties to that certain Master
Repurchase Agreement, dated as of March 1, 2002, as amended by Amendment No. 1,
dated as of May 30, 2002, Amendment No. 2, dated as of September 29, 2002,
Amendment No. 3, dated as of October 30, 2002, Amendment No. 4, dated as of
December 16, 2002, Amendment No. 5, dated as of February 27, 2003, Amendment No.
6, dated as of May 1, 2003, Amendment No. 7, dated as of May 15, 2003 and
Amendment No. 8, dated as of September 12, 2003 (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. 2002 Waiver Period; Covenants. For purposes of this
Amendment, this Section 1 will be effective only from and including March 1,
2002 through and including December 31, 2002 (the "2002 Waiver Period").
(a) Section 14(a) 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 2002 Waiver Period:
"(a) Adjusted Tangible Net Worth. Seller shall maintain an
Adjusted Tangible Net Worth of at least $4 million."
(b) Section 14(b) of the Existing Repurchase Agreement is
hereby amended by deleting it in its entirety and replacing it with the
following, which amendment shall be effective solely during the 2002
Waiver Period:
"(b) Indebtedness to Adjusted Tangible Net Worth Ratio.
Seller's ratio (i) of the sum (without duplication) of the Seller's Indebtedness
and the aggregate outstanding Purchase Price of the Purchased Mortgage Loans
under this Agreement to (ii) Adjusted Tangible Net Worth shall not exceed 45:1."
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SECTION 2. 2003 Waiver Period; Covenants. For purposes of this
Amendment, this Section 2 will be effective only from and including January 1,
2003 through and including September 30, 2003 (the "2003 Waiver Period").
(a) Section 14(a) 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 2003 Waiver Period:
"(a) Adjusted Tangible Net Worth. Seller shall maintain an
Adjusted Tangible Net Worth of at least $8 million."
SECTION 3. Conditions Precedent. This Amendment shall be
deemed effective as of March 1, 2002 (the "Amendment Effective Date"), subject
to the satisfaction of the following conditions precedent:
3.1 Delivered Documents. 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;
(b) such other documents as the Buyer or counsel to the Buyer
may reasonably request.
SECTION 4. Superseding Amendment. Section 2 of this Amendment
shall supersede Section 1.2 of Amendment No. 8 to the Master Repurchase
Agreement, dated as of September 12, 2003, between the Buyer and the Seller, in
its entirety.
SECTION 5. 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 its part to be observed
or performed, and that no Event of Default has occurred or is continuing, and
hereby confirm and reaffirm the representations and warranties contained in
Section 13 of the Repurchase Agreement.
SECTION 6. 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 and
the execution of this Amendment by the Buyer shall not operate as a waiver of
any of its rights, powers or privileges under the Repurchase Agreement,
including without limitation any future breaches of, or Defaults under, the
Repurchase Agreement (whether the same or of a similar nature as the Events of
Default identified herein or otherwise) except as expressly set forth herein.
The amendments set forth in this Amendment shall expire upon the expiration of
the 2002 Waiver Period or the 2003 Waiver Period, as applicable, at which time
the terms of the Repurchase Agreement shall revert to that set forth in the
Existing Repurchase Agreement.
SECTION 7. 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.
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SECTION 8. 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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
Seller: OAK STREET MORTGAGE LLC
as Seller
By: /s/ ▇▇▇▇▇ ▇. Royal
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Name: ▇▇▇▇▇ ▇. Royal
Title: Chief Financial Officer
