Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1
TO MASTER REPURCHASE AGREEMENT
Amendment No. 1, dated as of June 12, 2008 (this "Amendment"), between
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer") and CHIMERA
INVESTMENT CORPORATION (the "Seller").
RECITALS
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The Buyer and the Seller are parties to that certain Master Repurchase
Agreement, dated as of January 18, 2008 (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. Profitability. For purposes of this Amendment, this Section 1
will be effective only for the period from and including January 1, 2008 through
and including March 31, 2008 (the "Profit Waiver Period").
Section 14(e) of the Existing Master 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 Profit Waiver Period:
"e. Maintenance of Profitability. Seller shall not permit, for any Test
Period, Net Income for such Test Period, before income taxes for such Test
Period and distributions made during such Test Period to be a loss greater than
$25,000,000."
SECTION 2. Definitions. Section 2 of the Existing Repurchase Agreement is
hereby amended by:
2.1 adding the following defined terms in their proper alphabetical order:
"Seasoned Mortgage Loan" means a Conforming Mortgage Loan or a Jumbo
Mortgage Loan with an origination date of greater than ninety (90) but no
greater than one hundred and eighty (180) days prior to the related Purchase
Date.
2.2 deleting the definitions of "Market Value", "Maximum Aggregate Purchase
Price" and "Pricing Rate" in their entirety and replacing them with the
following language:
"Market Value" means, with respect to any Purchased Mortgage Loan as of any
date of determination, the whole-loan servicing released fair market value of
such Purchased Mortgage Loan on such date as determined by Buyer (or an
Affiliate thereof) in its sole discretion. Without limiting the generality of
the foregoing, Seller acknowledges that (a) in the event that a Purchased
Mortgage Loan is not subject to a Take-out Commitment, Buyer may deem the Market
Value for such Mortgage Loan to be no greater than par and (b) the Market Value
of a Purchased Mortgage Loan may be reduced to zero by Buyer if:
(i) a breach of a representation, warranty or covenant made by Seller
in this Agreement with respect to such Purchased Mortgage Loan has occurred
and is continuing;
(ii) such Purchased Mortgage Loan is a Non-Performing Mortgage Loan;
(iii) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement (other than to a
Take-out Investor pursuant to a Bailee Letter) for a period in excess of
ten (10) calendar days;
(iv) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement to a Take-out
Investor pursuant to a Bailee Letter for a period in excess of 45 calendar
days;
(v) such Purchased Mortgage Loan has been subject to a Transaction
hereunder for a period of greater than 364 days;
(vi) such Purchased Mortgage Loan is no longer acceptable for purchase
by Buyer (or an Affiliate thereof) under any of the flow purchase or
conduit programs for which Seller then has been approved due to a
Requirement of Law relating to consumer credit laws or otherwise;
(vii) when the Purchase Price for such Purchased Mortgage Loan is
added to other Purchased Mortgage Loans, the aggregate Purchase Price of
all Super Jumbo Mortgage Loans that are Purchased Mortgage Loans exceeds
25% of the Maximum Aggregate Purchase Price;
(viii) when the Purchase Price for such Purchased Mortgage Loan is
added to other Purchased Mortgage Loans, the aggregate Purchase Price of
all Alt-A Mortgage Loans that are Purchased Mortgage Loans exceeds 10% of
the Maximum Aggregate Purchase Price;
(ix) when the Purchase Price for such Purchased Mortgage Loan is added
to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Seasoned Mortgage Loans that are Purchased Mortgage Loans exceeds 50% of
the Maximum Aggregate Purchase Price.
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"Maximum Aggregate Purchase Price" means THREE HUNDRED MILLION DOLLARS
($300,000,000).
"Pricing Rate" means the rate which may be mutually agreed to by the Buyer
and the Seller from time to time.
SECTION 3. Mortgage Loan Representations. Schedule 1 of the Existing
Repurchase Agreement is hereby amended by deleting clause (mm) in its entirety
and replacing it with the following:
"(mm) Origination Date. The Purchase Date is no more than (i) with respect
to Seasoned Mortgage Loans, one hundred and eighty (180) days following the
origination date and (ii) with respect to all Mortgage Loans other than Seasoned
Mortgage Loans, ninety (90) days following the origination date."
SECTION 4. Schedules. The Existing Repurchase Agreement is hereby amended
by adding Exhibit A hereto as Schedule 3A and 3B thereto.
SECTION 5. Termination of Repurchase Agreement. The Repurchase Agreement
may be terminated by Seller in its sole discretion upon payment in full of all
Obligations outstanding thereunder, and satisfaction of all other non-payment
obligations. Upon such termination, no additional fees will be charged to Seller
other than fees accrued prior to such termination.
SECTION 6. Conditions Precedent to this Amendment. This Amendment shall
become effective as of June 12, 2008 (the "Amendment Effective Date"), subject
to the satisfaction of the following conditions precedent:
6.1 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 Seller; and
(b) such other documents as the Buyer or counsel to the Buyer may
reasonably request.
SECTION 7. 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 confirms
and reaffirms the representations and warranties contained in Section 13 of the
Repurchase Agreement.
SECTION 8. 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. all continue to
be, and shall remain, in full force and effect in accordance with its terms.
Section 1 of this Amendment shall expire upon the expiration of the Profit
Waiver Period at which time the related terms of the Existing Repurchase
Agreement shall revert to that set forth in the Existing Repurchase Agreement.
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SECTION 9. 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 10. 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/ Bruce Kaiserman
Name: Bruce Kaiserman
Title: Vice President
Seller: CHIMERA INVESTMENT CORPORATION,
as Seller
By: /s/ Matthew Lambiase
Name: Matthew Lambiase
Title: President
EXHIBIT A to Amendment No. 1
SCHEDULE 3A
APPROVED SERVICERS FOR SERVICING RELEASED LOANS
PHH Mortgage Corporation
Wells Fargo Bank, N.A.
SCHEDULE 3B
APPROVED SERVICERS FOR SERVICING RETAINED LOANS
PHH Mortgage Corporation
Wells Fargo Bank, N.A.