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EXHIBIT 10.7
AMENDMENT NO. 1
TO THE MASTER REPURCHASE AGREEMENT
This is Amendment No. 1 (the "Amendment No. 1"), dated as of March 16,
2000 (the "Amendment Date"), by and between Lehman Commercial Paper Inc. (the
"Buyer"), Bloomfield Acceptance Company, L.L.C. ("BAC"), MHFC, Inc. ("MHFC"),
Dynex Financial, Inc. ("Dynex", together with BAC and MHFC the "Sellers"), and
Bingham Financial Services Corporation ("Guarantor"), to that certain Second
Amended and Restated Master Repurchase Agreement dated as of March , 2000,
(the "Repurchase Agreement").
WITNESSETH
WHEREAS, Sellers and Guarantor have advised the Buyer that,
contemporaneously with the execution of this Amendment by all parties, the stock
of MHFC will be sold and transferred to Gwenuc, LLC, and that prior to the
execution of this Amendment all of the assets of MHFC, with the sole exception
of approximately $3,300,000 of MH Loans originated directly or indirectly by
MHFC (the "RETAINED LOANS"), have been sold and transferred to Dynex; and
WHEREAS, MHFC is not currently a Seller of any MH Loans to the Buyer
under the Repurchase Agreement; and
WHEREAS, the Sellers, Guarantor and the Buyer have agreed, subject to
the terms and conditions of this Amendment, that the Repurchase Agreement be
amended to terminate MHFC as a party thereto.
Accordingly, the Sellers, Guarantor and the Buyer hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Repurchase Agreement is hereby amended as follows:
1. MHFC is hereby unconditionally terminated as a party under and pursuant to
the Repurchase Agreement, and has no further rights to be a Seller
thereunder.
2. The Buyer consents to the sale by Guarantor to Gwenuc, LLC of all of the
stock of MHFC.
3. MHFC confirms that, notwithstanding its termination as Seller under the
Repurchase Agreement, it remains liable and responsible to the Buyer for
all of MHFC's obligations of payment and performance under and pursuant to
the Repurchase Agreement that may presently exist, or that may arise
hereafter, based in whole or in part upon facts, circumstances or events
that occur or exist, or that occurred or existed, in whole or in part, on
or before this date.
4. MHFC hereby unconditionally releases and discharges the Buyer (and its
affiliates, agents and employees) from all claims and damages that may have
heretofore or hereafter arisen or accrued under or pursuant to the
Repurchase Agreement (or any earlier edition thereof).
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5. BAC, Dynex and Guarantor have requested and hereby consent to the
termination of MHFC as a Seller under the Repurchase Agreement.
6. BAC and Dynex hereby ratify and confirm that, except as modified and
amended by this Amendment, the Repurchase Agreement, and all other
agreements and instruments executed and/or delivered thereunder by either
or both of them to or for the benefit of the Buyer, remain in full force
and effect in accordance with their respective terms.
7. Each BAC and Dynex as a 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
Default has occurred or is continuing, and hereby confirms and reaffirms
the representations and warranties contained in Section 10 of the
Repurchase Agreement.
8. 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.
9. This Amendment No. 1 shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
10. This Amendment No. 1 may be executed in one or more counterparts and by
different parties hereto on separate counterparts, each of which, when so
executed, shall constitute one and the same agreement.
11. This Amendment No. 1 shall inure to the benefit of and be binding upon the
Buyer and the Sellers under the Repurchase Agreement, and their respective
successors and permitted assigns.
[Signatures Commence on Following Page]
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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.
LEHMAN COMMERCIAL PAPER INC.
Buyer
By: /s/ Francis X. Gilhool
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Name: Francis X. Gilhool
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Title: Authorized Signatory
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BLOOMFIELD ACCEPTANCE DYNEX FINANCIAL, INC.
COMPANY, L.L.C. Seller
Seller
By: /s/ Daniel E. Bober By: /s/ J. Peter Scherer
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Name: Daniel E. Bober, President Name: J. Peter Scherer, President
MHFC, INC. BINGHAM FINANCIAL SERVICES, INC.
Terminated Seller Guarantor
By: /s/ Ronald A. Klein By: /s/ Ronald A. Klein
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Name: Ronald A. Klein, President Name: Ronald A. Klein, President