Master Repurchase Agreement [Amendment No. 10] - New Century Funding SB-1 and Citigroup Global Markets Realty Corp.
AMENDMENT NUMBER TEN
to the
Master Repurchase Agreement
dated as of May 30, 2002
by and between
NEW CENTURY FUNDING SB-1, a Delaware statutory trust
and
CITIGROUP GLOBAL MARKETS REALTY CORP.
(as successor to SALOMON BROTHERS REALTY CORP.)
This AMENDMENT NUMBER TEN (this "Amendment Number Ten") is made this 1st
day of June, 2005, by and among NEW CENTURY FUNDING SB-1, a Delaware statutory
trust, having an address at c/o Christiana Bank & Trust Company, 1314 King
Street, Wilmington, Delaware, 19801 ("NC SB-1") and CITIGROUP GLOBAL MARKETS
REALTY CORP. (as successor to Salomon Brothers Realty Corp.), having an address
at 390 Greenwich Street, New York, New York 10013 (the "Buyer") to the Master
Repurchase Agreement, dated as of May 30, 2002, between NC SB-1 and the Buyer,
as amended (the "Agreement").
RECITALS
WHEREAS, Buyer and NC SB-1 have agreed to amend the Agreement to extend
the termination date thereof; and
WHEREAS, as of the date of this Amendment Number Ten, NC SB-1 represents
to the Buyer that it is in compliance with all of the representations and
warranties and all of the affirmative and negative covenants set forth in the
Agreement and not in default under the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
SECTION 1. Effective as of June 1, 2005, Section 27 of the Agreement
shall be amended by substituting "September 30, 2005" for "June 30, 2005" in
clause (i) thereof.
SECTION 2. Representations. In order to induce the Buyer to execute and
deliver this Amendment Number Ten, the Seller hereby represents to the Buyer
that as of the date hereof, after giving effect to this Amendment Number Ten,
the Seller is in full compliance with all of the terms and conditions of the
Agreement and the Letter Agreement and no Default, Event of Default or Material
Adverse Change has occurred under the Agreement.
SECTION 3. Fees and Expenses. Seller agrees to pay to Buyer all fees and
out of pocket expenses incurred by Buyer in connection with this Amendment
Number Ten
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and all other related documentation (including all reasonable fees and out of
pocket costs and expenses of Buyer's legal counsel incurred in connection with
the foregoing documents), in accordance with Section 22 of the Agreement.
SECTION 4. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Master
Repurchase Agreement.
SECTION 5. Limited Effect. This Amendment Number Ten shall become
effective upon the execution hereof by the parties hereto. Except as expressly
amended and modified by this Amendment Number Ten, the Master Repurchase
Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment Number Ten need not be made in the Master Repurchase
Agreement or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to, or
with respect to, the Master Repurchase Agreement, any reference in any of such
items to the Master Repurchase Agreement being sufficient to refer to the Master
Repurchase Agreement as amended hereby.
SECTION 6. GOVERNING LAW. THIS AMENDMENT NUMBER TEN SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS,
RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE
(OTHER THAN SECTIONS 5-1401 and 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 7. Counterparts. This Amendment Number Ten may be executed by
each of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same instrument.
[Signature Page Follows]
<PAGE>
IN WITNESS WHEREOF, the Buyer and the Seller have caused this Amendment
Number Ten to be executed and delivered by their duly authorized officers as of
the day and year first above written.
NEW CENTURY FUNDING SB-1
By: Christiana Bank & Trust Company, not in
its individual capacity but solely as owner trustee
By: /s/ James M. Young
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Name: James M. Young
-------------------------------------
Title: Assistant Vice President
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CITIGROUP GLOBAL MARKETS REALTY CORP.
By: /s/ James Xanthos
---------------------------------------
Name: James Xanthos
-------------------------------------
Title: Authorized Signer
------------------------------------
Each of the undersigned Guarantors under the Guaranty and Pledge
Agreement dated as of May 30, 2002, as amended, hereby acknowledges and agrees
to the amendments and modifications to the Master Repurchase Agreement made
pursuant to this Amendment Number Ten.
NEW CENTURY MORTGAGE CORPORATION
By: /s/ Kevin Cloyd
--------------------------------
Name: Kevin Cloyd
----------------------------
Title: Executive Vice President
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NEW CENTURY FINANCIAL CORPORATION
(f/k/a New Century REIT, Inc.)
By: /s/ Kevin Cloyd
--------------------------------
Name: Kevin Cloyd
----------------------------
Title: Executive Vice President
-----------------------------
By: /s/ Patrick Flanagan
--------------------------------
Name: Patrick Flanagan
----------------------------
Title: Executive Vice President
-----------------------------