Exhibit 10.87
[U.S. Bank National Association Letterhead]
March 29, 2001
NC Capital Corporation
00000 Xxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, President
NC Residual II Corporation
00000 Xxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, President
Xxxxxxx Xxxxx Xxxxxx, Inc.
as Agent for Salomon Brothers International, Ltd.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Vice President
Re: Global Master Repurchase Agreements dated as of (a) March 29, 2001
between Xxxxxxx Xxxxx Barney, Inc., as Agent for Salomon Brothers
International, Inc. ("Salomon") and NC Capital Corporation ("NCCC"),
and (b) March 29, 2001 between Salomon and NC Residual II Corporation
("NCRC")
Ladies and Gentlemen:
We refer to the above-referenced Global Master Repurchase Agreements
(the "Repurchase Agreements"), pursuant to which Salomon has purchased and may
from time to time hereafter purchase from NCCC and NCRC certain residual
mortgage-backed securities (the "Securities"), subject to the obligations of
NCCC and NCRC, respectively, to repurchase the Securities. Terms capitalized and
used herein without being defined will have the meanings given to them in the
Repurchase Agreements.
NCCC and NCRC propose to grant to U.S. Bank National Association, as
collateral agent for itself and certain other lenders (in such capacity, the
"Collateral Agent"), a security interest in the rights of NCCC and NCRC under
the Repurchase Agreements in order to satisfy a condition
NC Capital Corporation
NC Residual II Corporation
Xxxxxxx Xxxxx Xxxxxx, Inc.
as Agent for Salomon Brothers International, Ltd.
Page 2
imposed in connection with such lenders' extension of the maturity of certain
subordinated debt to NCCC's and NCRC's parent corporation, New Century Mortgage
Corporation.
Section 16 of each of the Repurchase Agreements prohibits NCCC and
NCRC, respectively, from assigning or otherwise charging its rights and
obligations under the Repurchase Agreements without the consent of Salomon. The
Collateral Agent hereby requests that Salomon consent to such security interest
and agree to the following with respect to the Repurchase Agreements and the
Securities:
1. Salomon will notify the Collateral Agent (at the address
provided below) of any default by NCCC or NCRC under the Repurchase
Agreements in the same manner and at the same time Salomon notifies
NCCC or NCRC thereunder.
2. The Collateral Agent will have the same rights as NCCC and
NCRC to cure any defaults under the Repurchase Agreements, and the
right to purchase the Securities from Salomon at the Repurchase Price,
at any time before Salomon exercises its remedies with respect to the
Securities under the Repurchase Agreements; PROVIDED, that the
Collateral Agent shall have no obligation to cure any default or
purchase any Securities. In addition, the Collateral Agent will have
the right to purchase the Securities from Salomon after Salomon
exercises remedies with respect to the Securities, for a period of 14
calendar days after Salomon notifies the Collateral Agent of its
exercise of remedies, for the Repurchase Price (including interest to
the date of purchase by the Collateral Agent). Upon any purchase of the
Securities by the Collateral Agent pursuant to this agreement, as
between NCCC or NCRC, on the one hand, and the Collateral Agent, on the
other hand, such Securities shall be owned by NCCC or NCRC, as
applicable, subject to the Collateral Agent's security interest therein
as set forth in the applicable security agreement between NCCC and
NCRC, as debtors, and the Collateral Agent, as secured party.
3. If at any time following the exercise by Salomon of its
remedies with respect to the Securities there is any amount payable to
NCCC or NCRC under the Repurchase Agreements, such amounts shall be
paid to the Collateral Agent by wire transfer of immediately available
funds to:
U.S. Bank National Association
U.S. Bank Place
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
ABA Routing Number 000000000
Account Number: 1731-0097-1378
NC Capital Corporation
NC Residual II Corporation
Xxxxxxx Xxxxx Xxxxxx, Inc.
as Agent for Salomon Brothers International, Ltd.
Page 3
4. If at any time Salomon receives the Repurchase Price with
respect to any of the Securities, unless Salomon purchases such
Securities again on the same day in a new Transaction, Salomon will
deliver to the Collateral Agent at the address set forth below, such
Securities, together with any assignment documentation required to
transfer record ownership of such Securities, duly executed in blank.
5. Salomon is under no obligation to violate any applicable
law (including, without limitation, 11 U.S.C. ss. 362) or order of any
court of competent jurisdiction with respect to the Securities or the
proceeds thereof. In the event NCCC, NCRC or any other person or entity
seeks to recover from Salomon any Securities or proceeds delivered to
the Collateral Agent pursuant to paragraphs 3 or 4 hereof, Salomon
shall notify the Collateral Agent thereof and permit the Collateral
Agent to assume the defense thereof. Provided that Salomon has complied
with the foregoing sentence, the Collateral Agent will reimburse
Salomon for any amount recovered from Salomon with respect to the
Securities or the proceeds thereof.
6. Salomon confirms to the Collateral Agent that it has not
received notice of any other security interests in or encumbrances on
the Repurchase Agreements or the Collateral, and agrees to notify the
Collateral Agent within two (2) Business Days after it receives notice
of any such security interest or encumbrance.
Except as set forth above, Salomon will have no other obligation to the
Collateral Agent with respect to the Repurchase Agreements or the Securities.
NCCC and NCRC agree that this letter in no way limits Salomon's rights under the
Repurchase Agreements. NCCC and NCRC, by their acknowledgment hereof, hereby
consent to Salomon's compliance with the provisions set forth above.
NC Capital Corporation
NC Residual II Corporation
Xxxxxxx Xxxxx Xxxxxx, Inc.
as Agent for Salomon Brothers International, Ltd.
Page 4
Please indicate your agreement to the foregoing by acknowledging this
letter in the space provided below.
Very truly yours,
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Its Vice President
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Address: U.S. Bank National Association
U.S. Bank Place - MPFP0508
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
Acknowledged and Agreed to this 29th
day of March, 2001
NC CAPITAL CORPORATION
By /s/ Xxxxxxx Xxxxxxxx
--------------------------
Its President
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NCRC RESIDUAL II CORPORATION
By Xxxxxxx Xxxxxxxx
--------------------------
Its President
--------------------------
XXXXXXX XXXXX XXXXXX, INC.,
as Agent for Salomon Brothers International, Ltd.
By /s/ ILLEGIBLE
--------------------------
Its
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