AMENDMENT NO. 8
TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
AMENDMENT NO. 8 TO
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of May
12, 2005, (the Amendment ") by and between Merrill Lynch
Mortgage Capital Inc. (the " Buyer "), and MortgageIT, Inc.
(" MIT " and a " Seller ") and MortgageIT Holdings,
Inc. (" Holdings " and a " Seller " and together with
MIT the " Sellers "):
The Buyer and the
Sellers are parties to that certain Amended and Restated Master
Repurchase Agreement, dated as of August 4, 2004, as amended by
Amendment No. 1, dated as of September 21, 2004, Amendment No. 2,
dated as of November 11, 2004, Amendment No. 3, dated as of
November 18, 2004, Amendment No. 4, dated as of December 8, 2004,
Amendment No. 5, dated as of December 10, 2004, Amendment No. 6,
dated as of December 17, 2004 and Amendment No. 7, dated as of
March 7, 2005 (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
Sellers 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 Sellers 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. Waiver
. For purposes of this Amendment, this
Section 1 will be effective only for the period from and including
January 1, 2005 through and including March 31, 2005 (the "
Waiver Period ").
1.1 Section
12(j) 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
Waiver Period:
"(ii) Maintenance of
Ratio of Indebtedness to Tangible Net Worth . The Sellers, on a
consolidated basis, shall maintain the ratio of Indebtedness to
Tangible Net Worth no greater than 22:1."
Section 2. Conditions
Precedent . This Amendment shall become
effective on the date hereof (the " Amendment Effective Date
") subject to the satisfaction of the following conditions
precedent:
2.1
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
each of the Buyer and the Sellers; and
(b) such
other documents as the Buyer or counsel to the Buyer may reasonably
request.
Section 3. Fees
. Each Seller agrees to pay as and when
billed by the Buyer all of the reasonable fees, disbursements and
expenses of counsel to the Buyer in connection
