EXHIBIT 10.23
AMENDMENT NO. 1 TO
EARLY PURCHASE PROGRAM ADDENDUM TO LOAN PURCHASE AGREEMENT
This AMENDMENT NO1 TO EARLY PURCHASE PROGRAM ADDENDUM TO LOAN PURCHASE
AGREEMENT (the "Amendment") is made and entered into as of December 23, 2003
by and between Countrywide Home Loans, Inc. ("Countrywide") and United
Financial Mortgage, Corp. ("Seller"). This Amendment amends that certain
Early Purchase Program Addendum to Loan Purchase Agreement by and between
Countrywide and Seller dated as of April 23, 2003 (the "EPP Addendum"),
which such EPP Addendum supplements that certain Loan Purchase Agreement by
and between Countrywide and Seller dated as of February 7, 2001 (including
all the Commitments, Amendments, Addenda, Assignments of Trade and
Assignments thereto, collectively, the "Loan Purchase Agreement").
R E C I T A L S
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Countrywide and Seller have previously entered into the EPP
Addendum pursuant to which Seller may sell certain loans to
Countrywide prior to delivery of certain mortgage loan documents.
Countrywide and Seller hereby agree that the EPP Addendum shall be
amended as provided herein.
In consideration of the mutual promises contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Countrywide and Seller hereby agree as follows:
1. Exhibit J - Outstanding Loan Limit. Countrywide and Seller agree that
the Outstanding Loan Limit set forth within Exhibit J of the EPP
addendum shall be amended as follows:
"Outstanding Loan Limit: Thirty Five Million Dollars ($35,000,000)
2. Exhibit J - Over/Under Account; Minimum Balance. Countrywide and
Seller agree that the "Minimum Balance" of the Over/Under Account set
forth within in Exhibit J required to be maintained by Seller shall
be amended to $350,000."
3. Financial Ratios. Countrywide and Seller agree that the Tangible Net
Worth in Exhibit J shall be amended as follows, all other Financial
Covenants shall remain unchanged:
"
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Seller's Tangible Net Worth: $9,400,000
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"
4. Exhibit A - EPP Loans. Countrywide and Seller agree that Exhibit A
of the EPP Addendum shall be amended to add Subprime Mortgage Loans as
follows:
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Maximum
Percentage Initial
Loan Product or of SRP Purchase Maximum Requirements
Type Outstanding Enhancement Price Dwell prior to
Loan Limit Percent Percentage Time purchase
--------------- ---------- ----------- ---------- ------- ------------------
Subprime CLOUT/CLUES or
Mortgage Loans Countrywide prior
(1st mortgages approval. For 50%
only, maximum 20% 1.65% 97 45 days of the Maximum
loan amount of Percentage of
$350,000) Outstanding Loan
Limit, the
Requirements prior
to purchase will
be waived
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5. Initial Purchase Price; Adjusted Purchase Price. Countrywide and Seller
agrees that Section 3 is deleted in its entirety and replaced with the
following:
"Initial Purchase Price and Initial Purchase Price Percentage; Final
Purchase Price and Final Purchase Price Percentage.
(a) Initial Purchase Price. As consideration for each EPP Loan
to be purchased hereunder, Countrywide shall pay to Seller, on or
before the Purchase Date, a portion of the estimated Final
Purchase Price (as defined below) (such portion of the estimated
Final Purchase Price, the "Initial Purchase Price"). The Initial
Purchase Price shall be equal to the product of the unpaid
principal balance of the EPP Loan multiplied by the lesser of (i)
the Initial Purchase Price Percentage (as defined below)
multiplied by the lesser of par, the estimated Final Purchase
Price Percentage (as defined below) or (ii) ninety eight percent
(98%) of the estimated Final Purchase Price of the EPP Loan.
Countrywide shall pay the Initial Purchase Price to Seller in
accordance with the instructions set forth in Exhibit C attached
hereto. It is understood and agreed that the Initial Purchase
Price, being a portion of the estimated Final Purchase Price,
includes a holdback amount to account for Countrywide's post
purchase review and confirmation that the EPP Loan fully complies
with Countrywide's requirements and may include as a holdback
certain other normal and customary adjustments, fees and/or
discounts made by or owed to Countrywide with respect to the EPP
Loan under the Program Agreements.
(b) Initial Purchase Price Percentage. The Initial Purchase Price
Percentage shall be that percentage as set forth on Exhibit A
attached hereto or as may be adjusted by Countrywide hereafter in
accordance with this Addendum. In addition to any other remedies
afforded Countrywide, Countrywide may reduce the Initial Purchase
Price Percentage in the event of Seller's breach of its
obligations under the Program Agreements. Further, Countrywide
may, from time to time, reduce the Initial Purchase Price
Percentage to account for any changes in Seller's financial
condition and/or changes in general market conditions, which, in
either case, Countrywide determines are material changes.
(c) Recalculation of Initial Purchase Price During Review Period. If,
at any time during the Review Period, (A) (i) Countrywide
reasonably determines that the loan characteristics of an EPP Loan
are different than those originally represented by Seller and
Countrywide reduces the Final Purchase Price Percentage for such
EPP Loan, (ii) the Final Purchase Price Percentage for any EPP
Loan contained in any Assignment of Trade or Commitment applicable
to such EPP Loan is reduced as permitted therein or (iii) any
Assignment of Trade or Commitment applicable to any EPP Loan is
cancelled as permitted therein and a new Assignment of Trade or
Commitment is entered into by Countrywide and Seller with respect
to such EPP Loan and the Final Purchase Price Percentage for such
EPP Loan is reduced in the new Assignment of Trade or Commitment,
notwithstanding anything contained herein to the contrary,
Countrywide shall have the right to recalculate the Initial
Purchase Price paid for the related EPP Loan pursuant to
subsection (a) above to account for any such reductions. Further,
if an Assignment of Trade or Commitment is cancelled during the
Review Period and a new Assignment of Trade or Commitment is not
entered into by Countrywide and Seller with respect to any EPP
Loan, Countrywide shall have the right to determine the Final
Purchase Price Percentage of the EPP Loan and recalculate the
Initial Purchase Price pursuant to subsection (a) above based on
its determination of the Final Purchase Price Percentage of the
EPP Loan. In determining the Final Purchase Price Percentage of
any EPP Loan as permitted in the foregoing sentence, Countrywide
shall base its determination of the Final Purchase Price
Percentage on the current market value of the EPP Loan and use
reasonable industry standards to determine the current market
value of the EPP Loan and shall provide Seller with at least one
(1) Business Day prior notice of any such determination of the
Final Purchase Price Percentage.
If any recalculated Initial Purchase Price for any EPP Loan as
permitted herein is less than the original Initial Purchase Price
paid by Countrywide to Seller for such EPP Loan, Seller shall, at
Countrywide's sole option, immediately refund to Countrywide the
difference between the original Initial Purchase Price and the
recalculated Initial Purchase Price. Notwithstanding the
foregoing, Countrywide shall be entitled to deduct from any excess
balance in the Over/Under Account any amounts required to be
refunded by Seller to Countrywide hereunder.
(d) Final Purchase Price. Upon Countrywide's review of the EPP Loan
and the completion of the related Review Period (as defined
below), Countrywide shall determine the Final Purchase Price
Percentage and Final Purchase Price of the related EPP Loan. The
Final Purchase Price shall be an SRP Enhancement (as defined
below). The difference between the Initial Purchase Price and the
Final Purchase Price, if any, shall be debited or credited, as
applicable, by Countrywide to the Over/Under Account in accordance
with Section 4 hereof.
(e) Final Purchase Price Percentage. The Final Purchase Price
Percentage shall be the estimated Final Purchase Price Percentage
at the time the EPP Loan was sold to Countrywide, less any
adjustments made thereto by Countrywide as permitted by the
Program Agreements. In addition to any other remedies afforded
Countrywide, Countrywide may require Seller to repurchase such EPP
Loan or Seller and Countrywide may negotiate a revised price
based on current market conditions in the event of Seller's breach
of its obligations under the Program Agreements. Further,
Countrywide may require Seller to repurchase an EPP Loan or Seller
and Countrywide may negotiate a revised price based on current
market conditions for any changes in Seller's financial condition
and/or changes in general market conditions, which, in either
case, Countrywide determines are material changes.
(f) Facility Fee. Seller shall pay to Countrywide an annual facility
fee of .10% times the Outstanding Loan Limit, payable on the
effective date of the Addendum.
(g) Fees. Countrywide shall charge, and Seller shall be obligated to
pay, in addition to any other fees applicable under the Program
Agreements, a File Fee and a Disbursement Fee in connection with
each EPP Loan purchased pursuant to this Addendum. The current
amounts of these fees, as well as the current amounts of any other
fees which are applicable under the Early Purchase Program, are
set forth in Exhibit J attached hereto. All fees under the Early
Purchase Program may be changed by Countrywide from time to time
upon notice to Seller and may be deducted by Countrywide from the
Over/Under Account in accordance with Section 4 hereof."
6. No Other Amendments. Other than as expressly modified and amended
herein, the EPP Addendum and Loan Purchase Agreement shall remain in
full force and effect and nothing herein shall affect the rights and
remedies of Countrywide as provided under the EPP Addendum and Loan
Purchase Agreement.
7. Capitalized Terms. Any capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to such term in the EPP
Addendum or Loan Purchase Agreement, as applicable.
8. Facsimiles: Facsimile signatures shall be deemed valid and binding to
the same extent as the original.
IN WITNESS WHEREOF, Countrywide and Seller have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the date first written above.
COUNTRYWIDE HOME LOANS, INC. UNITED FINANCIAL MORTGAGE, CORP
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Signature Signature
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President Title: President and Chief
Executive Officer