Exhibit 10.1
AMENDMENT NO. 4
Dated as of March 21,
2007
to
WAREHOUSE LOAN PURCHASE
AGREEMENT
Dated as of March 23,
2005
This AMENDMENT NO. 4 (this “
Amendment ”) dated as of March 21, 2007 is
entered into among MWL FUNDING, INC., a Delaware corporation (the
“ Seller ”), CAFCO, LLC, a Delaware limited
liability company, CHARTA, LLC, a Delaware limited liability
company, and CRC FUNDING, LLC, a Delaware limited liability
company, as “Conduit Purchasers”, CIESCO, LLC, a
Delaware limited liability company, as a new “Conduit
Purchaser”, CITIBANK, N.A., as a “Committed
Purchaser”, CITICORP NORTH AMERICA, INC., a Delaware
corporation (“ CNAI ”), as program agent (the
“ Program Agent ”) for the Conduit Purchasers
and the Committed Purchaser and as a Group Agent, and COLONIAL
BANK, N.A., a national banking association (“ Colonial
Bank ”), as “Originator”, as
“Servicer” and as “Facility
Custodian.”
WHEREAS, the Seller, the Conduit
Purchasers, the Committed Purchasers, the Program Agent, the
Servicer and the Facility Custodian have entered into a Warehouse
Loan Purchase Agreement dated as of March 23, 2005 (as
amended, the “ Purchase Agreement ”, the terms
defined in the Purchase Agreement being used herein as defined in
the Purchase Agreement unless otherwise defined herein);
and
WHEREAS, the parties hereto have
agreed to further amend the Purchase Agreement on the terms and
conditions hereafter set forth.
NOW, THEREFORE, the parties hereto
agree as follows:
SECTION 1. Amendments to the
Purchase Agreement . Effective upon the “Effective
Date” as defined in Section 2 below, the Purchase
Agreement is hereby amended as follows:
(a) Section 1.01 of the
Purchase Agreement is amended to delete the date “March 21,
2007” in the definition of “Commitment Termination
Date” therein and to substitute therefor “March 20,
2008”.
(b) Annex I of the Purchase
Agreement is amended to delete the definition of “ Bailee
Concentration Limit ” therein in its entirety, and to
substitute therefor the following:
“ Bailee Concentration
Limit ” means, until notice to the contrary from the
Program Agent, (i) with respect to each of the following
Investors, the amount set forth opposite its name set forth
below:
[SPECIFIC INVESTORS AND LIMITS
INTENTIONALLY OMITTED]
and (ii) with respect to any
other Investor, (1) [AMOUNT INTENTIONALLY OMITTED]if such
Investor has a long-term senior unsecured debt rating of at least A
by S&P or A2 by Moody’s, (2) [AMOUNT INTENTIONALLY
OMITTED] if such Investor does not satisfy the ratings requirements
in clause (1) but has a long-term senior unsecured
debt rating of at least BBB- by S&P or Baa3 by Moody’s,
and (3) [AMOUNT INTENTIONALLY OMITTED] if such Investor does
not satisfy the ratings requirements in either clause (1)
or clause (2) ; provided , that, until notice
to the contrary from the Program Agent, special Bailee
Concentration Limits may be approved by the Program Agent in
writing, in its sole discretion, for other individual Investors
from time to time at the request of the Seller, each of which
special Bailee Concentration Limits may be revoked at any time upon
notice from the Program Agent to the Seller.
(c) Annex I of the Purchase
Agreement is amended to delete the definition of “ COLB
Concentration Limit ” therein in its entirety, and to
substitute therefor the following:
“ COLB Concentration
Limit ” means, until notice to the contrary from the
Program Agent, (i) with respect to each of the following CNB
Customers, the amount set forth opposite its name set forth
below:
[SPECIFIC CUSTOMERS AND LIMITS
INTENTIONALLY OMITTED]
and (ii) with respect to any
other Designated CNB Customer, such limit as may be approved by the
Program Agent in writing, in its sole discretion, from time to time
at the request of the Seller; each o
