Master Repurchase Agreement [Amendment No. 13] - New Century Funding SB-1 and Citigroup Global Markets Realty Corp.
AMENDMENT NUMBER THIRTEEN
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 THIRTEEN (this "Amendment Number Thirteen") is
made this 20th day of January, 2006, 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 Thirteen, 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 January 31, 2006, Section 27 of the Agreement
shall be amended by substituting "February 28, 2006" for "January 31, 2006" in
clause (i) thereof.
SECTION 2. Representations. In order to induce the Buyer to execute and
deliver this Amendment Number Thirteen, the Seller hereby represents to the
Buyer that as of the date hereof, after giving effect to this Amendment Number
Thirteen, 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.
<PAGE>
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 Thirteen 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 Thirteen shall become
effective upon the execution hereof by the parties hereto. Except as expressly
amended and modified by this Amendment Number Thirteen, the Master Repurchase
Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment Number Thirteen 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 THIRTEEN 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 Thirteen 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 Thirteen 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/ Edward F. Gotschall
--------------------------------
Name: Edward F. Gotschall
----------------------------
Title: Vice Chairman - Finance
-----------------------------