Exhibit
10.3
September 30, 2009
Pulte Mortgage LLC
7475 South Joliet
Street
Englewood, CO 80112
Attention: David M. Bruining
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Re:
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Master Repurchase Agreement, dated as of
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September 30, 2009, between JPMorgan Chase Bank, N.A.,
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as Buyer, and Pulte Mortgage LLC, as
Seller
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Ladies and Gentlemen:
This letter (this “Side Letter”) sets forth certain
fees, commitments and pricing information relating to the agreement
among JPMorgan Chase Bank, N.A., as Buyer (“Buyer”) and
Pulte Mortgage LLC, as Seller (“Seller”), pursuant to
which Seller engages Buyer to enter into reverse repurchase
arrangements whereby Seller from time to time sells to Buyer, and
simultaneously agrees to repurchase on a date certain or on demand,
certain first lien mortgage loans (the “Mortgage
Loans”) pursuant to the Master Repurchase Agreement dated as
of September 30, 2009 (the “Agreement”) between
Buyer and Seller. This is the “Side Letter” as defined
and referred to in the Agreement. Capitalized terms used and not
otherwise defined herein shall have the meanings provided in the
Agreement.
Buyer and Seller agree, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, as
follows:
Subject to the terms and conditions set forth in the Agreement,
Buyer agrees to enter into Transactions from time to time under the
Agreement, as supplemented by this Side Letter, with respect to
Eligible Mortgage Loans having a maximum aggregate Purchase Price
outstanding at any one time of Seventy Million Dollars
($70,000,000) (such maximum amount, the “Facility
Amount”) from the date hereof until the Termination Date.
For purposes of the Agreement and all other Transaction Documents,
“Purchase Price” means, on any date:
(a) for any CL Loan, ninety-seven percent (97%) of
the lowest of (i) the Outstanding Principal Balance of such CL
Loan on such date, (ii) the Market Value of such CL Loan on
such date and (iii) the Takeout Value for such CL Loan on such
date; and
Pulte Mortgage LLC
September 30,
2009
Page 2
(b) for any other Eligible Mortgage Loan, ninety-five
percent (95%) of the lowest of (i) the Outstanding
Principal Balance of such Eligible Mortgage Loan on such date,
(ii) the Market Value of such Eligible Mortgage Loan on such
date and (iii) the Takeout Value for such Eligible Mortgage
Loan on such date.
For purposes of the Agreement and all other Transaction Documents,
“Pricing Rate” means for any Purchased Mortgage Loan as
of any date of determination the per annum percentage rate equal to
the sum of (i) the greater of the Adjusted LIBOR Rate for such
day and two percent (2.00%) and (ii) two and
three-fourths percent (2 3 / 4 %).
As used herein, the following terms shall have the corresponding
definitions:
“Adjusted LIBOR Rate” means, for any date, an interest
rate per annum equal to (a) the LIBOR Rate as of such date (or
if such date is not a Business Day, on the immediately preceding
Business Day) multiplied by (b) the Statutory
Reserve Rate as of such date.
“LIBOR Rate” means, for any date, the rate appearing on
Reuters Screen LIBOR01 (or on any successor or substitute page of
such service, or any successor to or substitute for such service,
providing rate quotations comparable to those currently provided on
such page of such service, as determined by Buyer from time to time
for purposes of providing quotations of interest rates applicable
to dollar deposits in the London interbank market) on such date (or
if such rate does not appear on Reuters Screen LIBOR01 or any such
successor or substitute page on such date, then the immediately
preceding date on which such rate so appears), as the rate for
dollar deposits for an interest period of one (1) month. In
the event that such rate is not available at such time for any
reason, then the “LIBOR Rate” shall be the rate at
which dollar deposits in the approximate amount of principal
outstanding on such date and for one (1) month are offered by
the principal London office of Buyer in immediately available funds
in the London interbank market on such date (or if such dollar
deposits are not so offered on such date, then the immediately
preceding date on which such deposits are so offered).
“Statutory Reserve Rate” means, as of any date, a
fraction (expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as
a decimal established by the Board of Governors of the Federal
Reserve System to which Buyer is subject, with respect to the
Adjusted LIBOR Rate, for Eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the
Board) as of such date. Such reserve percentages shall include
those imposed pursuant to such Regulation D. Transactions shall be
deemed to constitute Eurocurrency funding and to be subject to such
reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time under
such Regulation D or any comparable
Pulte Mortgage LLC
September 30,
2009
Page 3
regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any
reserve percentage.
For purposes of the Agreement and all other Transaction Documents,
“Margin Percentage” means, on any date:
(a) for any CL Loan, ninety-seven percent (97%); and
(b) for any other Eligible Mortgage Loan, ninety-five
percent (95%).
Seller shall pay to Buyer each year an amount (the “Facility
Fee”) equal to twenty-five basis points (0.25%) of the
Facili