AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2004
REGISTRATION NO. 333-111668
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW YORK MORTGAGE TRUST, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 634-9400
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
STEVEN B. SCHNALL
DAVID A. AKRE
CO-CHIEF EXECUTIVE OFFICERS
NEW YORK MORTGAGE TRUST, INC.
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 634-9400
(212) 655-6269 (TELECOPY)
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
---------------------
COPIES TO:
DANIEL M. LEBEY, ESQ. KAREN A. DEWIS, ESQ.
HUNTON & WILLIAMS LLP CHRISTOPHER E. BROWN, ESQ.
RIVERFRONT PLAZA, EAST TOWER MCDERMOTT WILL & EMERY LLP
951 E. BYRD STREET 600 13TH STREET, N.W.
RICHMOND, VIRGINIA 23219-4074 WASHINGTON, D.C. 20005-3096
(804) 788-8200 (202) 756-8000
(804) 788-8218 (TELECOPY) (202) 756-8087 (TELECOPY)
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expense payable by the
Registrant in connection with the issuance and distribution of common stock
being registered. All amounts are estimates.
AMOUNT TO BE PAID
SEC registration fee........................................ $ 28,527
NASD fee.................................................... $ 30,500
NYSE listing fees........................................... $ 150,000
Transfer agent and registrar fees........................... $ 15,000
Legal fees and expenses..................................... $1,100,000
Accounting fees and expenses................................ $ 460,000
Printing and mailing fees................................... $ 475,000
Premiums for directors and officers insurance............... $ 650,000
Miscellaneous............................................... $ 90,973
----------
Total....................................................... $3,000,000
ITEM 32. SALES TO SPECIAL PARTIES.
Not applicable.
ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES.
Except for the sale of 100 shares to Steven B. Schnall, our chairman and
co-chief executive officer, at an aggregate price of $10.00 in connection with
the Registrant's formation in September 2003, there have been no sales of
unregistered securities by the Registrant in the last three years. These 100
shares will be redeemed for the same price as the purchase price immediately
prior to the completion of the Registrant's initial public offering.
ITEM 34. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. Our charter contains
such a provision which eliminates directors' and officers' liability to the
maximum extent permitted by Maryland law.
Our charter authorizes us, to the maximum extent permitted by Maryland law,
to obligate us to indemnify any present or former director or officer or any
individual who, while a director or officer of us and at the request of us,
serves or has served another corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise as
a director, officer, partner or trustee, from and against any claim or liability
to which that individual may become subject or which that individual may incur
by reason of his or her status as a present or former director or officer of us
and to pay or reimburse his or her reasonable expenses in advance of final
disposition of a proceeding. Our bylaws obligate us, to the maximum extent
permitted by Maryland law, to indemnify any present or former director or
officer or any individual who, while a director or officer of us and at the
request of us, serves or has served another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, officer, partner or trustee and who is made a party to
the proceeding by reason of his service in that capacity from and against any
claim or liability to which that individual may become subject or which that
individual may incur by reason of his or her status as a
II-1
present or former director or officer of us and to pay or reimburse his or her
reasonable expenses in advance of final disposition of a proceeding. The charter
and bylaws also permit us to indemnify and advance expenses to any individual
who served a predecessor of us in any of the capacities described above and any
employee or agent of us or a predecessor of us.
Maryland law requires a corporation (unless its charter provides otherwise,
which our charter does not) to indemnify a director or officer who has been
successful in the defense of any proceeding to which he is made a party by
reason of his service in that capacity. Maryland law permits a corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful. However,
under Maryland law, a Maryland corporation may not indemnify for an adverse
judgment in a suit by or in the right of the corporation or for a judgment of
liability on the basis that personal benefit was improperly received, unless in
either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a
director or officer upon the corporation's receipt of (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has
met the standard of conduct necessary for indemnification by the corporation and
(b) a written undertaking by him or her or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately determined that
the standard of conduct was not met.
ITEM 35. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.
Not applicable.
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements included in the prospectus.
(b) Exhibits
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
1.01 Form of Underwriting Agreement.******
3.01 Articles of Amendment and Restatement of New York Mortgage
Trust, Inc.******
3.02 Bylaws of New York Mortgage Trust, Inc.******
4.01 Form of Common Stock Certificate.******
5.01 Opinion of Venable LLP.******
8.01 Opinion of Hunton & Williams LLP with respect to certain tax
matters.******
10.01 Promissory Note, issued by The New York Mortgage Company,
LLC on August 31, 2003, as amended and restated, on December
23, 2003, in the principal amount of $2,574,352.00, payable
to Joseph V. Fierro.*
10.02 Promissory Note, issued by The New York Mortgage Company,
LLC on August 31, 2003, as amended and restated, on December
23, 2003, in the principal amount of $12,132,550.00 payable
to Steven B. Schnall.*
10.03 Master Repurchase Agreement between Credit Suisse First
Boston Mortgage Capital LLC, The New York Mortgage Company,
LLC, Steven B. Schnall and Joseph V. Fierro, dated October
2, 2002.*
II-2
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.04 Amendment No. 1 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated December 4, 2002.*
10.05 Amendment No. 2 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated February 20, 2003.*
10.06 Amendment No. 3 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated April 22, 2003.*
10.07 Amendment No. 4 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated July 1, 2003.*
10.08 Amendment No. 5 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated July 7, 2003.*
10.09 Amendment No. 6 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated July 31, 2003.*
10.10 Amendment No. 7 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated August 4, 2003.*
10.11 Amendment No. 8 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated August 9, 2003.*
10.12 Amendment No. 9 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated August 28, 2003.*
10.13 Amendment No. 10 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated September 17, 2003.*
10.14 Amendment No. 11 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated October 1, 2003.*
10.15 Amendment No. 12 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated October 31, 2003.*
10.16 Amendment No. 13 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated December 19, 2003.*
10.17 Credit Note between HSBC Bank USA and The New York Mortgage
Company LLC, dated as of March 30, 2001.*
10.18 Credit and Security Agreement between HSBC Bank USA and The
New York Mortgage Company LLC, dated as of March 30, 2001.*
10.19 First Amended Credit Note, dated as of May 24, 2001, between
HSBC Bank USA and The New York Mortgage Company LLC, dated
as of March 30, 2001.*
10.20 First Amended Credit and Security Agreement, dated as of May
24, 2001, between HSBC Bank USA and The New York Mortgage
Company LLC, dated as of March 30, 2001.*
10.21 Second Amended Credit Note, dated as of June 18, 2001,
between HSBC Bank USA and The New York Mortgage Company LLC,
dated as of March 30, 2001.*
II-3
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.22 Second Amended Credit and Security Agreement, dated June 18,
2001, between HSBC Bank USA and The New York Mortgage
Company LLC, dated as of March 30, 2001.*
10.23 Third Amended Credit Note, dated as of November 13, 2001,
between HSBC Bank USA and The New York Mortgage Company LLC,
dated as of March 30, 2001.*
10.24 Third Amended Credit and Security Agreement, dated as of
November 13, 2001, between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001.*
10.25 Fourth Amended Credit Note, dated as of January 16, 2002,
between HSBC Bank USA and The New York Mortgage Company LLC,
dated as of March 30, 2001.*
10.26 Fourth Amended Credit and Security Agreement, dated as of
January 16, 2002, between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001.*
10.27 Fifth Amended Credit Note, dated as of April 29, 2002,
between HSBC Bank USA and The New York Mortgage Company LLC,
dated as of March 30, 2001.*
10.28 Fifth Amended Credit and Security Agreement, dated as of
April 29, 2002, between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001.*
10.29 Extension Letter, dated August 26, 2002, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.30 Extension Letter, dated September 11, 2002, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.31 Extension Letter, dated October 28, 2002, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.32 Extension Letter, dated November 27, 2002, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.33 Extension Letter, dated April 15, 2003, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.34 Extension Letter, dated June 24, 2003, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.35 Guaranty between HSBC Bank USA, The New York Mortgage
Company LLC and Steven Schnall, dated as of March 30,
2001.**
10.36 Guaranty between HSBC Bank USA, The New York Mortgage
Company LLC and Joseph V. Fierro, dated as of March 30,
2001.**
10.37 First Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of May 24,
2001.*
10.38 First Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of May
24, 2001.*
10.39 Warehousing Credit Agreement, among The New York Mortgage
Company LLC, Steven B. Schnall, Joseph V. Fierro and
National City Bank of Kentucky, dated January 25, 2002.*
10.40 First Amendment, dated April 2002, to Warehousing Credit
Agreement, among The New York Mortgage Company LLC, Steven
B. Schnall, Joseph V. Fierro and National City Bank of
Kentucky, dated January 25, 2002.*
10.41 Second Amendment, dated June 3, 2002, to Warehousing Credit
Agreement, among The New York Mortgage Company LLC, Steven
B. Schnall, Joseph V. Fierro and National City Bank of
Kentucky, dated January 25, 2002.*
10.42 Third Amendment, dated November , 2002, to Warehousing
Credit Agreement, among The New York Mortgage Company LLC,
Steven B. Schnall, Joseph V. Fierro and National City Bank
of Kentucky, dated January 25, 2002.*
10.43 Fourth Amendment, dated June 15, 2003, to Warehousing Credit
Agreement, among The New York Mortgage Company LLC, Steven
B. Schnall, Joseph V. Fierro and National City Bank of
Kentucky, dated January 25, 2002.*
II-4
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.44 Warehouse Promissory Note, between The New York Mortgage
Company, LLC and National City Bank of Kentucky, dated
January 25, 2002.*
10.45 Amended and Restated Warehouse Promissory Note, between The
New York Mortgage Company, LLC and National City Bank of
Kentucky, dated June 3, 2002.*
10.46 Warehousing Credit Agreement, between New York Mortgage
Company, LLC, Steven B. Schnall, Joseph V. Fierro and
National City Bank of Kentucky, dated as of January 25,
2002.*
10.47 Pledge and Security Agreement, between The New York Mortgage
Company, LLC and National City Bank of Kentucky, dated as of
January 25, 2002.*
10.48 Unconditional and Continuing Guaranty of Payment by Steven
B. Schnall to National City Bank of Kentucky, dated January
25, 2002.*
10.49 Unconditional and Continuing Guaranty of Payment by Joseph
V. Fierro to National City Bank of Kentucky, dated January
25, 2002.*
10.50 Amended and Restated Unconditional and Continuing Guaranty
of Payment by Steven B. Schnall to National City Bank of
Kentucky, dated June 15, 2003.*
10.51 Amended and Restated Unconditional and Continuing Guaranty
of Payment by Joseph V. Fierro to National City Bank of
Kentucky, dated June 15, 2003.*
10.52 Inter-Creditor Agreement, between National City Bank of
Kentucky and HSBC Bank USA, dated January 25, 2002.*
10.53 Whole Loan Purchase and Sale Agreement/Mortgage Loan
Purchase and Sale Agreement between The New York Mortgage
Company, LLC and Greenwich Capital Financial Products, Inc.,
dated as of September 1, 2003.*
10.54 Whole Loan Custodial Agreement/Custodial Agreement between
Greenwich Capital Financial Products, Inc., The New York
Mortgage Company, LLC and LaSalle Bank National Association,
dated as of September 1, 2003.*
10.55 Form of New York Mortgage Trust, Inc. 2004 Stock Incentive
Plan.***
10.56 Contribution Agreement by and among Steven B. Schnall and
Joseph V. Fierro and New York Mortgage Trust, Inc., dated
December 22, 2003.**
10.57 Agreement by and among New York Mortgage Trust, Inc., The
New York Mortgage Company, LLC, Steven B. Schnall and Joseph
V. Fierro, dated December 23, 2003.**
10.58 Sixth Amended Credit and Security Agreement, dated as of
August 11, 2003, between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001.**
10.59 Temporary Overadvance Note, dated as of August 11, 2003,
between HSBC Bank USA and The New York Mortgage Company
LLC.**
10.60 Second Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of June
18, 2001.**
10.61 Second Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of June
18, 2001.**
10.62 Third Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of
November 13, 2001.**
10.63 Third Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of
November 13, 2001.**
10.64 Fourth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of January
16, 2002.**
10.65 Fourth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of
January 16, 2002.**
10.66 Fifth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of April
29, 2002.**
10.67 Fifth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of April
29, 2002.**
II-5
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.68 Sixth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of August
11, 2003.**
10.69 Sixth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of
August 11, 2003.**
10.70 Credit and Security Agreement by and among HSBC Bank USA,
National City Bank of Kentucky and The New York Mortgage
Company LLC, dated as of December 15, 2003.**
10.71 Guaranty between HSBC Bank USA, National City Bank of
Kentucky, The New York Mortgage Company LLC and Steven B.
Schnall, dated as of December 15, 2003.**
10.72 Guaranty between HSBC Bank USA, National City Bank of
Kentucky, The New York Mortgage Company LLC and Joseph V.
Fierro, dated as of December 15, 2003.**
10.73 Credit Note by and between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of December 15, 2003.**
10.74 Credit Note by and between National City Bank of Kentucky
and The New York Mortgage Company LLC, dated as of December
15, 2003.**
10.75 Swingline Note by and between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of December 15, 2003.**
10.76 Custodial Agreement by and among Greenwich Capital Financial
Products, Inc., The New York Mortgage Corporation LLC and
Deutsche Bank Trust Company Americas, dated as of August 1,
2003.**
10.77 Master Mortgage Loan Purchase and Interim Servicing
Agreement by and between The New York Mortgage Company
L.L.C. and Greenwich Capital Financial Products, Inc., dated
as of August 1, 2003.**
10.78 Subordination and Pledge Agreement by and between HSBC Bank
USA and Steven B. Schnall, dated as of December 15, 2003.**
10.79 Subordination and Pledge Agreement by and between HSBC Bank
USA and Joseph V. Fierro, dated as of December 15, 2003.**
10.80 Second Amended and Restated Promissory Note, issued by The
New York Mortgage Company, LLC on August 31, 2003, as
further amended and restated, on December 23, 2003 and
February 26, 2004, in the principal amount of $11,432,550
payable to Steven B. Schnall.***
10.81 Second Amended and Restated Promissory Note, issued by The
New York Mortgage Company, LLC on August 31, 2003, as
further amended and restated, on December 23, 2003 and
February 26, 2004, in the principal amount of $2,274,352,
payable to Joseph V. Fierro.***
10.82 Promissory Note, issued by New York Mortgage Funding, LLC on
January 9, 2004 in the principal amount of $100,000,000.00,
payable to Greenwich Capital Financial Products, Inc.***
10.83 Guaranty between the New York Mortgage Company, LLC and
Greenwich Capital Financial Products, Inc., dated as of
January 9, 2004.***
10.84 Master Loan and Security Agreement between New York Mortgage
Funding, LLC and Greenwich Capital Financial Products, Inc.,
dated as of January 9, 2004.***
10.85 Custodial Agreement between New York Mortgage Funding, LLC,
Deutche Bank Trust Company Americas and Greenwich Capital
Financial Products, Inc., dated as of January 9, 2004.
10.86 Amendment Number One, dated November 24, 2003, to the Master
Mortgage Loan Purchase and Interim Servicing Agreement,
dated as of August 1, 2003.***
10.87 Amended and Restated Contribution Agreement, by and among
Steven B. Schnall, Steven B. Schnall Annuity Trust U/A
3/25/04, Joseph V. Fierro, 2004 Joseph V. Fierro Grantor
Retained Annuity Trust and New York Mortgage Trust, Inc.,
dated March 25, 2004.***
10.88 Second Amended and Restated Contribution Agreement, by and
among Steven B. Schnall, Steven B. Schnall Annuity Trust U/A
3/25/04, Joseph V. Fierro, 2004 Joseph V. Fierro Grantor
Retained Annuity Trust and New York Mortgage Trust, Inc.,
dated April 29, 2004.****
10.89 Amended and Restated Agreement by and among New York
Mortgage Trust, Inc., The New York Mortgage Company, LLC,
Steven B. Schnall and Joseph V. Fierro, dated April 29,
2004.****
II-6
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.90 Third Amended and Restated Promissory Note, issued by The
New York Mortgage Company, LLC on August 31, 2003, as
further amended and restated on December 23, 2003, February
26, 2004 and May 26, 2004, in the principal amount of
$11,432,550 payable to Steven B. Schnall.*****
10.91 Third Amended and Restated Promissory Note, issued by the
New York Mortgage Company, LLC on August 31, 2003, as
further amended and restated, on December 23, 2003, February
26, 2004 and May 26, 2004, in the principal amount of
$2,274,352 payable to Joseph V. Fierro. *****
10.92 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Steven B. Schnall.******
10.93 Form of Employment Agreement between New York Mortgage
Trust, Inc. and David A. Akre.******
10.94 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Raymond A. Redlingshafer, Jr.******
10.95 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Michael I. Wirth.******
10.96 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Joseph V. Fierro.******
10.97 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Steven R. Mumma.******
21.01 List of Subsidiaries of the Registrant.**
23.01 Consent of Deloitte & Touche LLP.*******
23.02 Consent of Venable LLP (included in Exhibit 5.01).******
23.03 Consent of Hunton & Williams LLP (included in Exhibit
8.01).******
24.01 Power of Attorney (included on signature page of the
Registration Statement filed with the Securities and
Exchange Commission on December 31, 2003).
99.01 Consent of David R. Bock to being named as a director.***
99.02 Consent of Alan L. Hainey to being named as a director.***
99.03 Consent of Steven G. Norcutt to being named as a
director.***
99.04 Consent of Mary Dwyer Pembroke to being named as a
director.***
99.05 Consent of Jerome F. Sherman to being named as a
director.***
99.06 Consent of Thomas W. White to being named as a director.***
II-7
---------------
* Previously filed as an exhibit to the Company's Registration Statement
on Form S-11, Registration No. 333-111668, and incorporated by reference
herein.
** Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
*** Previously filed as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
**** Previously filed as an exhibit to Amendment No. 4 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
***** Previously filed as an exhibit to Amendment No. 5 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
****** Previously filed as an exhibit to Amendment No. 6 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
******* Previously filed as an exhibit to Amendment No. 7 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
ITEM 37. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, as amended, the information omitted from the form
of prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in the final prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the Securities Act
of 1933, as amended, shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of these securities being registered which remain unsold at the
termination of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to director, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this Amendment
No. 8 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on June 23, 2004.
NEW YORK MORTGAGE TRUST, INC.
(Registrant)
By: /s/ DAVID A. AKRE
------------------------------------
Name: David A. Akre
Title: Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 8 to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board and June 23, 2004
------------------------------ Co-Chief Executive Officer
Steven B. Schnall (Principal Executive Officer)
/s/ DAVID A. AKRE Director and Co-Chief Executive June 23, 2004
------------------------------ Officer
David A. Akre
* Chief Financial Officer, June 23, 2004
------------------------------ Vice President,
Michael I. Wirth Secretary and Treasurer
(Principal Financial and
Accounting Officer)
/s/ RAYMOND A. REDLINGSHAFER, Director, President and Chief June 23, 2004
JR. Investment Officer
------------------------------
Raymond A. Redlingshafer, Jr.
*By Raymond A. Redlingshafer, Jr., as Attorney in Fact.
II-9
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
1.01 Form of Underwriting Agreement.******
3.01 Articles of Amendment and Restatement of New York Mortgage
Trust, Inc.******
3.02 Bylaws of New York Mortgage Trust, Inc.******
4.01 Form of Common Stock Certificate.******
5.01 Opinion of Venable LLP.******
8.01 Opinion of Hunton & Williams LLP with respect to certain tax
matters.******
10.01 Promissory Note, issued by The New York Mortgage Company,
LLC on August 31, 2003, as amended and restated, on December
23, 2003, in the principal amount of $2,574,352.00, payable
to Joseph V. Fierro.*
10.02 Promissory Note, issued by The New York Mortgage Company,
LLC on August 31, 2003, as amended and restated, on December
23, 2003, in the principal amount of $12,132,550.00 payable
to Steven B. Schnall.*
10.03 Master Repurchase Agreement between Credit Suisse First
Boston Mortgage Capital LLC, The New York Mortgage Company,
LLC, Steven B. Schnall and Joseph V. Fierro, dated October
2, 2002.*
10.04 Amendment No. 1 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated December 4, 2002.*
10.05 Amendment No. 2 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated February 20, 2003.*
10.06 Amendment No. 3 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated April 22, 2003.*
10.07 Amendment No. 4 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated July 1, 2003.*
10.08 Amendment No. 5 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated July 7, 2003.*
10.09 Amendment No. 6 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated July 31, 2003.*
10.10 Amendment No. 7 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated August 4, 2003.*
10.11 Amendment No. 8 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated August 9, 2003.*
10.12 Amendment No. 9 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated August 28, 2003.*
10.13 Amendment No. 10 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated September 17, 2003.*
10.14 Amendment No. 11 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated October 1, 2003.*
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.15 Amendment No. 12 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated October 31, 2003.*
10.16 Amendment No. 13 to Master Repurchase Agreement between
Credit Suisse First Boston Mortgage Capital LLC, The New
York Mortgage Company, LLC, Steven B. Schnall and Joseph V.
Fierro, dated December 19, 2003.*
10.17 Credit Note between HSBC Bank USA and The New York Mortgage
Company LLC, dated as of March 30, 2001.*
10.18 Credit and Security Agreement between HSBC Bank USA and The
New York Mortgage Company LLC, dated as of March 30, 2001.*
10.19 First Amended Credit Note, dated as of May 24, 2001, between
HSBC Bank USA and The New York Mortgage Company LLC, dated
as of March 30, 2001.*
10.20 First Amended Credit and Security Agreement, dated as of May
24, 2001, between HSBC Bank USA and The New York Mortgage
Company LLC, dated as of March 30, 2001.*
10.21 Second Amended Credit Note, dated as of June 18, 2001,
between HSBC Bank USA and The New York Mortgage Company LLC,
dated as of March 30, 2001.*
10.22 Second Amended Credit and Security Agreement, dated June 18,
2001, between HSBC Bank USA and The New York Mortgage
Company LLC, dated as of March 30, 2001.*
10.23 Third Amended Credit Note, dated as of November 13, 2001,
between HSBC Bank USA and The New York Mortgage Company LLC,
dated as of March 30, 2001.*
10.24 Third Amended Credit and Security Agreement, dated as of
November 13, 2001, between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001.*
10.25 Fourth Amended Credit Note, dated as of January 16, 2002,
between HSBC Bank USA and The New York Mortgage Company LLC,
dated as of March 30, 2001.*
10.26 Fourth Amended Credit and Security Agreement, dated as of
January 16, 2002, between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001.*
10.27 Fifth Amended Credit Note, dated as of April 29, 2002,
between HSBC Bank USA and The New York Mortgage Company LLC,
dated as of March 30, 2001.*
10.28 Fifth Amended Credit and Security Agreement, dated as of
April 29, 2002, between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001.*
10.29 Extension Letter, dated August 26, 2002, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.30 Extension Letter, dated September 11, 2002, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.31 Extension Letter, dated October 28, 2002, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.32 Extension Letter, dated November 27, 2002, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.33 Extension Letter, dated April 15, 2003, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.34 Extension Letter, dated June 24, 2003, to Credit and
Security Agreement between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001, as
amended.*
10.35 Guaranty between HSBC Bank USA, The New York Mortgage
Company LLC and Steven Schnall, dated as of March 30,
2001.**
10.36 Guaranty between HSBC Bank USA, The New York Mortgage
Company LLC and Joseph V. Fierro, dated as of March 30,
2001.**
10.37 First Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of May 24,
2001.*
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.38 First Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of May
24, 2001.*
10.39 Warehousing Credit Agreement, among The New York Mortgage
Company LLC, Steven B. Schnall, Joseph V. Fierro and
National City Bank of Kentucky, dated January 25, 2002.*
10.40 First Amendment, dated April 2002, to Warehousing Credit
Agreement, among The New York Mortgage Company LLC, Steven
B. Schnall, Joseph V. Fierro and National City Bank of
Kentucky, dated January 25, 2002.*
10.41 Second Amendment, dated June 3, 2002, to Warehousing Credit
Agreement, among The New York Mortgage Company LLC, Steven
B. Schnall, Joseph V. Fierro and National City Bank of
Kentucky, dated January 25, 2002.*
10.42 Third Amendment, dated November , 2002, to Warehousing
Credit Agreement, among The New York Mortgage Company LLC,
Steven B. Schnall, Joseph V. Fierro and National City Bank
of Kentucky, dated January 25, 2002.*
10.43 Fourth Amendment, dated June 15, 2003, to Warehousing Credit
Agreement, among The New York Mortgage Company LLC, Steven
B. Schnall, Joseph V. Fierro and National City Bank of
Kentucky, dated January 25, 2002.*
10.44 Warehouse Promissory Note, between The New York Mortgage
Company, LLC and National City Bank of Kentucky, dated
January 25, 2002.*
10.45 Amended and Restated Warehouse Promissory Note, between The
New York Mortgage Company, LLC and National City Bank of
Kentucky, dated June 3, 2002.*
10.46 Warehousing Credit Agreement, between New York Mortgage
Company, LLC, Steven B. Schnall, Joseph V. Fierro and
National City Bank of Kentucky, dated as of January 25,
2002.*
10.47 Pledge and Security Agreement, between The New York Mortgage
Company, LLC and National City Bank of Kentucky, dated as of
January 25, 2002.*
10.48 Unconditional and Continuing Guaranty of Payment by Steven
B. Schnall to National City Bank of Kentucky, dated January
25, 2002.*
10.49 Unconditional and Continuing Guaranty of Payment by Joseph
V. Fierro to National City Bank of Kentucky, dated January
25, 2002.*
10.50 Amended and Restated Unconditional and Continuing Guaranty
of Payment by Steven B. Schnall to National City Bank of
Kentucky, dated June 15, 2003.*
10.51 Amended and Restated Unconditional and Continuing Guaranty
of Payment by Joseph V. Fierro to National City Bank of
Kentucky, dated June 15, 2003.*
10.52 Inter-Creditor Agreement, between National City Bank of
Kentucky and HSBC Bank USA, dated January 25, 2002.*
10.53 Whole Loan Purchase and Sale Agreement/Mortgage Loan
Purchase and Sale Agreement between The New York Mortgage
Company, LLC and Greenwich Capital Financial Products, Inc.,
dated as of September 1, 2003.*
10.54 Whole Loan Custodial Agreement/Custodial Agreement between
Greenwich Capital Financial Products, Inc., The New York
Mortgage Company, LLC and LaSalle Bank National Association,
dated as of September 1, 2003.*
10.55 Form of New York Mortgage Trust, Inc. 2004 Stock Incentive
Plan.***
10.56 Contribution Agreement by and among Steven B. Schnall and
Joseph V. Fierro and New York Mortgage Trust, Inc., dated
December 22, 2003.**
10.57 Agreement by and among New York Mortgage Trust, Inc., The
New York Mortgage Company, LLC, Steven B. Schnall and Joseph
V. Fierro, dated December 23, 2003.**
10.58 Sixth Amended Credit and Security Agreement, dated as of
August 11, 2003, between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of March 30, 2001.**
10.59 Temporary Overadvance Note, dated as of August 11, 2003,
between HSBC Bank USA and The New York Mortgage Company
LLC.**
10.60 Second Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of June
18, 2001.**
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.61 Second Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of June
18, 2001.**
10.62 Third Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of
November 13, 2001.**
10.63 Third Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of
November 13, 2001.**
10.64 Fourth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of January
16, 2002.**
10.65 Fourth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of
January 16, 2002.**
10.66 Fifth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of April
29, 2002.**
10.67 Fifth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of April
29, 2002.**
10.68 Sixth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Steven Schnall, dated as of August
11, 2003.**
10.69 Sixth Amended Guaranty between HSBC Bank USA, The New York
Mortgage Company LLC and Joseph V. Fierro, dated as of
August 11, 2003.**
10.70 Credit and Security Agreement by and among HSBC Bank USA,
National City Bank of Kentucky and The New York Mortgage
Company LLC, dated as of December 15, 2003.**
10.71 Guaranty between HSBC Bank USA, National City Bank of
Kentucky, The New York Mortgage Company LLC and Steven B.
Schnall, dated as of December 15, 2003.**
10.72 Guaranty between HSBC Bank USA, National City Bank of
Kentucky, The New York Mortgage Company LLC and Joseph V.
Fierro, dated as of December 15, 2003.**
10.73 Credit Note by and between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of December 15, 2003.**
10.74 Credit Note by and between National City Bank of Kentucky
and The New York Mortgage Company LLC, dated as of December
15, 2003.**
10.75 Swingline Note by and between HSBC Bank USA and The New York
Mortgage Company LLC, dated as of December 15, 2003.**
10.76 Custodial Agreement by and among Greenwich Capital Financial
Products, Inc., The New York Mortgage Corporation LLC and
Deutsche Bank Trust Company Americas, dated as of August 1,
2003.**
10.77 Master Mortgage Loan Purchase and Interim Servicing
Agreement by and between The New York Mortgage Company
L.L.C. and Greenwich Capital Financial Products, Inc., dated
as of August 1, 2003.**
10.78 Subordination and Pledge Agreement by and between HSBC Bank
USA and Steven B. Schnall, dated as of December 15, 2003.**
10.79 Subordination and Pledge Agreement by and between HSBC Bank
USA and Joseph V. Fierro, dated as of December 15, 2003.**
10.80 Second Amended and Restated Promissory Note, issued by The
New York Mortgage Company, LLC on August 31, 2003, as
further amended and restated, on December 23, 2003 and
February 26, 2004, in the principal amount of $11,432,550
payable to Steven B. Schnall.***
10.81 Second Amended and Restated Promissory Note, issued by The
New York Mortgage Company, LLC on August 31, 2003, as
further amended and restated, on December 23, 2003 and
February 26, 2004, in the principal amount of $2,274,352,
payable to Joseph V. Fierro.***
10.82 Promissory Note, issued by New York Mortgage Funding, LLC on
January 9, 2004 in the principal amount of $100,000,000.00,
payable to Greenwich Capital Financial Products, Inc.***
10.83 Guaranty between the New York Mortgage Company, LLC and
Greenwich Capital Financial Products, Inc., dated as of
January 9, 2004.***
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.84 Master Loan and Security Agreement between New York Mortgage
Funding, LLC and Greenwich Capital Financial Products, Inc.,
dated as of January 9, 2004.***
10.85 Custodial Agreement between New York Mortgage Funding, LLC,
Deutche Bank Trust Company Americas and Greenwich Capital
Financial Products, Inc., dated as of January 9, 2004.***
10.86 Amendment Number One, dated November 24, 2003, to the Master
Mortgage Loan Purchase and Interim Servicing Agreement,
dated as of August 1, 2003.***
10.87 Amended and Restated Contribution Agreement, by and among
Steven B. Schnall, Steven B. Schnall Annuity Trust U/A
3/25/04, Joseph V. Fierro, 2004 Joseph V. Fierro Grantor
Retained Annuity Trust and New York Mortgage Trust, Inc.,
dated March 25, 2004.***
10.88 Second Amended and Restated Contribution Agreement, by and
among Steven B. Schnall, Steven B. Schnall Annuity Trust U/A
3/25/04, Joseph V. Fierro, 2004 Joseph V. Fierro Grantor
Retained Annuity Trust and New York Mortgage Trust, Inc.,
dated April 29, 2004.****
10.89 Amended and Restated Agreement by and among New York
Mortgage Trust, Inc., The New York Mortgage Company, LLC,
Steven B. Schnall and Joseph V. Fierro, dated April 29,
2004.****
10.90 Third Amended and Restated Promissory Note, issued by The
New York Mortgage Company, LLC on August 31, 2003, as
further amended and restated on December 23, 2003, February
26, 2004 and May 26, 2004, in the principal amount of
$11,432,550 payable to Steven B. Schnall.*****
10.91 Third Amended and Restated Promissory Note, issued by the
New York Mortgage Company, LLC on August 31, 2003, as
further amended and restated, on December 23, 2003, February
26, 2004 and May 26, 2004, in the principal amount of
$2,274,352 payable to Joseph V. Fierro. *****
10.92 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Steven B. Schnall.******
10.93 Form of Employment Agreement between New York Mortgage
Trust, Inc. and David A. Akre.******
10.94 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Raymond A. Redlingshafer, Jr.******
10.95 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Michael I. Wirth.******
10.96 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Joseph V. Fierro.******
10.97 Form of Employment Agreement between New York Mortgage
Trust, Inc. and Steven R. Mumma.******
21.01 List of Subsidiaries of the Registrant.**
23.01 Consent of Deloitte & Touche LLP.*******
23.02 Consent of Venable LLP (included in Exhibit 5.01).******
23.03 Consent of Hunton & Williams LLP (included in Exhibit
8.01).******
24.01 Power of Attorney (included on signature page of the
Registration Statement filed with the Securities and
Exchange Commission on December 31, 2003).
99.01 Consent of David R. Bock to being named as a director.***
99.02 Consent of Alan L. Hainey to being named as a director.***
99.03 Consent of Steven G. Norcutt to being named as a
director.***
99.04 Consent of Mary Dwyer Pembroke to being named as a
director.***
99.05 Consent of Jerome F. Sherman to being named as a
director.***
99.06 Consent of Thomas W. White to being named as a director.***
---------------
* Previously filed as an exhibit to the Company's Registration Statement
on Form S-11 Registration No. 333-111668, and incorporated by reference
herein.
** Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
*** Previously filed as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
**** Previously filed as an exhibit to Amendment No. 4 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
***** Previously filed as an exhibit to Amendment No. 5 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
****** Previously filed as an exhibit to Amendment No. 6 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.
******* Previously filed as an exhibit to Amendment No. 7 to the Company's
Registration Statement on Form S-11, Registration No. 333-111668, and
incorporated by reference herein.