CITIGROUP MORTGAGE LOAN TRUST INC. $794,331,000 (Approximate) Citigroup HELOC Trust 2006-NCB1, Series 2006-NCB1 HELOC-Backed Notes and Certificates UNDERWRITING AGREEMENT
CITIGROUP
MORTGAGE LOAN TRUST INC.
$794,331,000
(Approximate)
Citigroup
HELOC Trust 2006-NCB1, Series 2006-NCB1
HELOC-Backed
Notes and Certificates
May
22, 2006
Citigroup
Global Markets Inc.
as
Representative of the Underwriters
named
in
Schedule II hereto
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor
Dear
Sir
or Madam:
Citigroup
Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to
issue Citigroup HELOC Trust 2006-NCB1, Series 2006-NCB1, HELOC-Backed Notes
and
Certificates (the “Securities”), under an Indenture (the “Indenture”), dated as
of May 23, 2006, among Citigroup HELOC Trust 2006-NCB1 as issuer (the “Issuer”),
Citibank, N.A. as securities administrator and authenticating agent (the
“Securities Administrator” and “Authenticating Agent”) and U.S. Bank National
Association as indenture trustee (the “Indenture Trustee”) and proposes to sell
the Registered Notes (as defined below) to the underwriters named in Schedule
II
hereto (the “Underwriters”), for whom you are acting as representative (the
“Representative”). If the firm or firms listed in Schedule II hereto include
only Citigroup Global Markets Inc., then the terms “Underwriters” and
“Representative,” as used herein, shall each be deemed to refer to Citigroup
Global Markets Inc. The Securities are designated as (i)
the Class 1A-1 Notes, the Class 2A-1 Notes, the Class 2A-2 Notes and the Class
2A-3 Notes (the “Class A Notes”), (ii) the Class M Notes and (iii) the Class C
Certificates, the Class N Certificates and the Class R
Certificates.
The
Securities will represent in the aggregate the entire beneficial ownership
interest in a trust estate (the “Trust Estate”) consisting primarily of a
segregated pool (the “Loan Pool”) of adjustable rate, first and junior lien,
revolving home equity line of credit loans (the “Loans”). The Loans will be
acquired by the Company from Citigroup Global Markets Realty Corp. (the
“Seller”) in exchange for immediately available funds representing the purchase
price. The Securities are described more fully in Schedule I hereto. The Class
A
Notes (other than the Class 1A-1 Notes) and the Class M Notes (together, the
“Registered Notes”) are more fully discussed in a registration statement which
the Company has furnished to you. This is to confirm the arrangements with
respect to your purchase of the Registered Notes.
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Indenture.
1. Representations
and Warranties:
The
Company represents and warrants to, and agrees with, each Underwriter
that:
(a) The
Company has filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-3 (the file number of which is set forth
in
Schedule I hereto), for the registration of the Registered Notes under the
Securities Act of 1933, as amended (the “1933 Act”), which registration
statement has become effective and copies of which have heretofore been
delivered to you. Such registration statement, as amended as of the date hereof,
meets the requirements set forth in Rule 415(a)(1)(vii) under the 1933 Act
and
complies in all other material respects with the 1933 Act and the rules and
regulations thereunder. The Company proposes to file with the Commission
pursuant to Rule 424 under the 1933 Act a supplement to the form of prospectus
included in such registration statement relating to the Registered Notes and
the
plan of distribution thereof, and has previously advised you of all further
information (financial and other) with respect to the Securities and the
Mortgage Pool to be set forth therein. Such registration statement, including
the exhibits thereto, as amended as of the date hereof, is hereinafter called
the “Registration Statement”; the prospectus included in the Registration
Statement after the Registration Statement, as amended, became effective, or
as
subsequently filed with the Commission pursuant to Rule 424 under the 1933
Act,
is hereinafter called the “Basic Prospectus”; the form of prospectus
supplemented by the supplement to the form of prospectus relating to the
Registered Notes, is hereinafter called the “Prospectus Supplement” in the form
in which it shall be first filed with the Commission pursuant to Rule 424
(including the Basic Prospectus) is hereinafter called a “Final Prospectus.” The
Company will file with the Commission within fifteen days of the issuance of
the
Registered Notes a report on Form 8-K setting forth specific information
concerning the Registered Notes and the Mortgage Pool to the extent that such
information is not set forth in the Final Prospectus.
(b) As
of the
date hereof, when the Final Prospectus is first filed pursuant to Rule 424
under
the 1933 Act, when, prior to the Closing Date (as hereinafter defined), any
amendment to the Registration Statement becomes effective, when any supplement
to the Final Prospectus is filed with the Commission, and at the Closing Date,
(i) the Registration Statement, as amended as of any such time, and the Final
Prospectus, as amended or supplemented as of any such time, comply and will
comply in all material respects with the applicable requirements of the 1933
Act
and the rules and regulations thereunder, (ii) the Registration Statement,
as
amended as of any such time, does not and will not contain any untrue statement
of material fact and does not and will not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, and (iii) the Final Prospectus, as amended or
supplemented as of any such time, do not and will not contain any untrue
statement of a material fact and do not and will not omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided,
however,
that
the Company makes no representations or warranties as to (i) the information
contained in or omitted from the Registration Statement or Final Prospectus
or
any amendment thereof or supplement thereto in reliance upon and in conformity
with the information furnished in writing to the Company by or on behalf of
any
Underwriter through the Representative specifically for use in connection with
the preparation of the Registration Statement and the Final Prospectus as set
forth in Exhibit A hereto (the “Underwriters’ Information”).
(c) The
Company has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of the State of Delaware with full power and
authority (corporate and other) to own its properties and conduct its business
as now conducted by it and to enter into and perform its obligations under
(i)
this Agreement, (ii) the HELOC Purchase Agreement, dated as of May 22, 2006
(the
“HELOC Purchase Agreement”), among the Company, National City Bank as originator
(the “Originator”) and Citigroup Global Markets Realty Corp. as seller (the
“Seller”), (iii) the Assignment and Recognition Agreement, dated as of May 23,
2006 (the “Assignment Agreement”) among the Seller as assignor, the Company, the
Issuer, National City Bank and the Indenture Trustee as pledgee, (iv) the
Amended and Restated Trust Agreement, dated as of May 23, 2006 (the “Trust
Agreement”), among the Company, Wilmington Trust Company and Citibank, N.A. and
(iv) the Indenture; and the Company has received no notice of proceedings
relating to the revocation or modification of any license, certificate,
authority or permit applicable to its owning such properties or conducting
such
business which singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the conduct
of the business, operations, financial condition or income of the
Company.
(d) As
of the
date hereof, when the Final Prospectus is first filed pursuant to Rule 424
under
the 1933 Act, when, prior to the Closing Date (as hereinafter defined), any
amendment to the Registration Statement becomes effective, when any supplement
to the Final Prospectus is filed with the Commission, and at the Closing Date,
there has not and will not have been (i) any request by the Commission for
any
further amendment of the Registration Statement or the Final Prospectus or
for
any additional information, (ii) any issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose or (iii) any
notification with respect to the suspension of the qualification of the
Registered Notes for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose.
(e) This
Agreement and the HELOC Purchase Agreement have been, and the Assignment
Agreement, the Trust Agreement and the Indenture when executed and delivered
as
contemplated hereby and thereby will have been, duly authorized, executed and
delivered by the Company and each constitutes, or will constitute when so
executed and delivered, a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting the
enforcement of the rights of creditors, (ii) general principles of equity,
whether enforcement is sought in a proceeding in equity or at law and (iii)
public policy considerations underlying the securities laws, to the extent
that
such public policy considerations limit the enforceability of the provisions
of
this Agreement that purport to provide indemnification from securities law
liabilities.
(f) The
Securities and the Indenture will conform in all material respects to the
description thereof contained in the Final Prospectus, and the Registered Notes,
when duly and validly authorized, executed, authenticated and delivered in
accordance with the Indenture and paid for by the Underwriters as provided
herein, will be entitled to the benefits of the Indenture. On the Closing Date,
the Indenture will be effective to establish the Trust Fund as a valid trust
under the laws of the State of New York.
(g) As
of the
Cut-off Date, the Mortgage Loans will meet the criteria for selection described
in the Final Prospectus.
(h) Neither
the issuance and sale of the Securities, nor the execution and delivery by
the
Company of this Agreement, the HELOC Purchase Agreement or the Indenture, nor
the consummation by the Company of any of the transactions herein or therein
contemplated, nor compliance by the Company with the provisions hereof or
thereof, will conflict with or result in a breach of any term or provision
of
the certificate of incorporation or by-laws of the Company or conflict with,
result in a breach, violation or acceleration of or constitute a default under,
the terms of any indenture or other agreement or instrument to which the Company
or any of its affiliates is a party or by which it or any of them is bound,
or
any statute, order or regulation applicable to the Company or any of its
affiliates of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Company or any of its affiliates. Neither
the
Company nor any of its affiliates is a party to, bound by or in breach or
violation of any indenture or other agreement or instrument, or subject to
or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects, or may in the future materially and adversely
affect, (i) validity or enforceability of, or the ability of the Company to
perform its obligations under, this Agreement, the HELOC Purchase Agreement
or
the Indenture or (ii) the business, operations, financial conditions, properties
or assets of the Company.
(i) Except
as
disclosed in the Final Prospectus, there are no actions or proceedings against,
or investigations of, the Company pending, or, to the knowledge of the Company,
threatened, before any court, administrative agency or other tribunal (i)
asserting the invalidity of this Agreement, the HELOC Purchase Agreement, the
Indenture or the Securities, (ii) seeking to prevent the issuance of the
Securities or the consummation of any of the transactions contemplated by this
Agreement, the HELOC Purchase Agreement or the Indenture, (iii) that might
materially and adversely affect the performance by the Company of its
obligations under, or the validity or enforceability of, this Agreement, the
HELOC Purchase Agreement, the Indenture or the Securities, or (iv) seeking
to
affect adversely the federal income tax attributes of the Securities as
described in the Final Prospectus.
(j) There
has
not been any material adverse change in the business, operations, financial
condition, properties or assets of the Company since March 30,
2006.
(k) Any
taxes, fees and other governmental charges payable by the Company in connection
with the execution, delivery and issuance of this Agreement, the HELOC Purchase
Agreement and the Indenture or the execution, delivery and sale or transfer
of
the Securities have been or will be paid at or prior to the Closing
Date.
(l) The
Company is not, and the issuance and sale of the Securities in the manner
contemplated by the Final Prospectus will not cause the Company to be, subject
to registration or regulation as an investment company or affiliate of an
investment company under the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
(m) The
transfer of the Mortgage Loans to the Trust Fund at the Closing Date will be
treated by the Company for financial accounting and reporting purposes as a
sale
of assets and not as a pledge of assets to secure debt.
(n) As
of the
Effective Date and as of the date of the Contract of Sale, the Company is not
an
“ineligible issuer” as defined in Rule 405 under the 1933 Act.
2. Purchase
and Sale.
Subject
to the terms and conditions and in reliance upon the representations and
warranties set forth herein, the Company agrees to sell to each Underwriter,
and
each Underwriter agrees, severally and not jointly, to purchase from the Company
on the Closing Date, at the applicable purchase price set forth in Schedule
I
hereto, the Securities set forth opposite such Underwriter’s name in Schedule II
hereto.
3. Delivery
and Payment.
Delivery of and payment for the Registered Notes shall be made in the manner,
on
the date and at the time specified in Schedule I hereto (or such later date
not
later than seven business days after such specified date as the Representative
shall designate), which date and time may be postponed by agreement between
the
Representative and the Company or as provided in this Agreement (such date
and
time of delivery and payment for the Securities being herein called the “Closing
Date”). Delivery of the Registered Notes, as set forth on Schedule I hereto,
shall be made to the Representative for the respective accounts of the several
Underwriters against payment in same day Federal funds by the several
Underwriters of the applicable purchase price. The Registered Notes shall be
registered in such names and in such authorized denominations as the
Representative may request not less than three full business days in advance
of
the Closing Date.
The
Company agrees to have the Securities available for inspection, checking and
packaging by the Representative in New York, New York, not later than 1:00
p.m.
New York time on the business day prior to the Closing Date.
4. Offering
by Underwriters.
(a) It
is
understood that the several Underwriters propose to offer the Registered Notes
for sale to the public as set forth in the Final Prospectus.
(b) Each
Underwriter severally covenants and agrees with the Company as to itself
that:
(i) Unless
preceded or accompanied by a prospectus satisfying the requirements of Section
10(a) of the Securities Act or access thereto is made available pursuant to
Rule
173 of the Securities Act, the Underwriter shall not convey or deliver any
written communication to any person in connection with the initial offering
of
the Registered Notes, unless such written communication (1) is made in reliance
on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying
the requirements of Rule 430B under the Securities Act or (3) is a Free Writing
Prospectus.
(ii) An
Underwriter may convey a Preliminary Term Sheet to a potential investor prior
to
entering into a Contract of Sale with such investor; provided, however, that
(x)
such Underwriter shall not enter into a Contract of Sale with such investor
unless the Underwriter has complied with paragraph (i) above prior to such
Contract of Sale, (y) such Underwriter shall deliver a copy of the proposed
Preliminary Term Sheet to the Depositor and its counsel prior to the anticipated
first use and shall not convey any such Preliminary Term Sheet to which the
Depositor or its counsel reasonably objects.
(iii) An
Underwriter may convey Computational Materials (x) to a potential investor
prior
to entering into a Contract of Sale with such investor; provided, however,
that
(A) such Underwriter shall not enter into a Contract of Sale with such investor
unless the Underwriter has complied with paragraph (i) above prior to such
Contract of Sale and (B) such Computational Materials shall not be disseminated
in a manner reasonably designed to lead to its broad unrestricted dissemination;
provided, however, that if such Computational Materials are disseminated in
a
manner reasonably designed to lead to its broad unrestricted dissemination,
such
Underwriter shall file with the Commission such Computational Materials, and
(y)
to an investor after a Contract of Sale, provided that the Underwriter has
complied with paragraph (i) above in connection with such Contract of Sale.
The
Underwriter shall keep sufficient records of any conveyance of Computational
Materials to potential or actual investors and shall maintain such records
as
required by the Rules and Regulations.
(iv) If
an
Underwriter does not furnish a Free Writing Prospectus that is required to
be
filed with the Commission to the Depositor’s counsel prior to the scheduled
print date of the Final Prospectus, such Underwriter will be deemed to have
represented that it did not convey any such Free Writing Prospectus to any
potential investor.
(v) Each
Free
Writing Prospectus shall contain legends that are substantially similar to
the
following:
The
issuer has filed a registration statement (including a prospectus) with the
SEC
for the offering to which this free writing prospectus relates. Before you
invest, you should read the base prospectus in that registration statement
and
other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by
visiting ▇▇▇▇▇ on the SEC website at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer,
any
underwriter or any dealer participating in the offering will arrange to send
you
the base prospectus if you request it by calling toll-free
▇-▇▇▇-▇▇▇-▇▇▇▇.
This
free writing prospectus is not required to contain all information that is
required to be included in the base prospectus.
The
information in this free writing prospectus is preliminary and is subject to
completion or change.
The
information in this free writing prospectus, if conveyed prior to the time
of
your commitment to purchase, supersedes information contained in any prior
similar free writing prospectus relating to these securities.
This
free writing prospectus is not an offer to sell or a solicitation of an offer
to
buy these securities in any state where such offer, solicitation or sale is
not
permitted.
This
free writing prospectus is being delivered to you solely to provide you with
information about the offering of the offered notes referred to in this free
writing prospectus and to solicit an indication of your interest in purchasing
such offered notes, when, as and if issued. Any such indication of interest
will
not constitute a contractual commitment by you to purchase any of the offered
notes. You may withdraw your indication of interest at any time.
(vi) Any
Computational Materials shall include legends, in addition to those specified
in
paragraph (vi) above, substantially similar to the following:
The
information in this free writing prospectus may be based on preliminary
assumptions about the pool assets and the structure. Any such assumptions are
subject to change.
The
information in this free writing prospectus may reflect parameters, metrics
or
scenarios specifically requested by you. If so, prior to the time of your
commitment to purchase, you should request updated information based on any
parameters, metrics or scenarios specifically required by you.
Neither
the issuer of the securities nor any of its affiliates prepared, provided,
approved or verified any statistical or numerical information presented in
this
free writing prospectus, although that information may be based in part on
loan
level data provided by the issuer or its affiliates.
(vii) Each
Underwriter severally agrees to retain all Free Writing Prospectuses that it
has
used and that are not filed pursuant to this Section 4 for a period of three
years following the initial bona fide offering of the Registered
Notes.
(c) The
following terms shall have the meanings set forth below, unless the context
clearly indicates otherwise:
Computational
Materials:
Any
Free Writing Prospectus prepared by the Underwriter that contains only (i)
information of the type specified in paragraph (5) of the definition of ABS
Informational and Computational Materials in Item 1101(a) of Regulation AB
or
(ii) information that is not Issuer Information.
Contract
of Sale:
The
meaning set forth in Rule 159 under the 1933 Act.
Derived
Information:
Such
information, if any, in any Free Writing Prospectus prepared by any Underwriter
that is not contained in either (i) the Registration Statement, the Base
Prospectus or Final Prospectus or amendments or supplements thereto, taking
into
account information incorporated therein by reference or (ii) any Pool
Information, except to the extent that any omission or alleged omission in
Derived Information results from a Pool Error.
Free
Writing Prospectus:
A
“written communication” within the meaning of Rule 405 under the 1933 Act that
describes the Securities and/or the Mortgage Loans.
Issuer
Information:
Such
information as defined in Rule 433(h) under the 1933 Act and which shall not
include information that is merely based on or derived from such
information.
Issuer
Free Writing Prospectus:
The
meaning set forth in Rule 405 of the 1933 Act except that (i) Computational
Materials shall not be an Issuer Free Writing Prospectus and (ii) any Free
Writing Prospectus or portion thereof prepared by or on behalf of an Underwriter
than includes any Issuer information that is not approved by the Depositor
for
use therein shall not be an Issuer Free Writing Prospectus.
Preliminary
Term Sheet:
A Free
Writing Prospectus that contains information of the type described in paragraphs
(1) - (3) of the definition of ABS Informational and Computational Materials
in
Item 1101(a) of Regulation AB but which does not included Derived
Information.
(d) (i)
In the
event that any Underwriter or the Company becomes aware that, as of the time
of
the Contract of Sale, any Free Writing Prospectus delivered to a purchaser
of a
Registered Certificate contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made,
not
misleading (such Free Writing Prospectus, a “Defective Free Writing
Prospectus”), the Underwriter or the Company shall notify the other parties to
this Agreement within one business day after discovery.
(ii) The
party
responsible for the information to be corrected, if requested by the Company
or
an Underwriter, as appropriate, shall prepare a Free Writing Prospectus with
Corrective Information that corrects the material misstatement in or omission
from the Defective Free Writing Prospectus (such corrected Free Writing
Prospectus, a “Corrected Free Writing Prospectus”).
(iii) The
Underwriters shall deliver the Corrected Free Writing Prospectus to each
purchaser of a Registered Certificate which received the Defective Free Writing
Prospectus prior to entering into an agreement to purchase any Registered
Notes.
(iv) The
Underwriters shall notify such purchaser in a prominent fashion that the prior
agreement to purchase Registered Notes has been terminated, and of such
purchaser’s rights as a result of termination of such agreement.
(v) The
Underwriters shall provide such purchaser with an opportunity to affirmatively
agree to purchase such Registered Notes on the terms described in the Corrected
Free Writing Prospectus.
(e) Each
Underwriter covenants with the Company that after the Final Prospectus is
available, the Underwriter shall not distribute any written information
concerning the Registered Notes to a prospective purchaser of Registered Notes
unless such information is preceded or accompanied by the Final
Prospectus.
5. Agreements.
The
Company agrees with the several Underwriters that:
(a) The
Company will not file any amendment to the Registration Statement or supplement
to (including the supplement relating to the Registered Notes included in the
Final Prospectus) the Basic Prospectus, unless the Company has furnished to
you
a copy for your review prior to filing, and will not file or distribute any
such
proposed amendment or supplement to which you reasonably object. Subject to
the
foregoing sentence, the Company will cause the Final Prospectus to be
transmitted to the Commission for filing pursuant to Rule 424 under the 1933
Act. The Company will promptly advise the Representative (i) when the Final
Prospectus shall have been filed or transmitted to the Commission for filing
pursuant to Rule 424, (ii) when any amendment to the Registration Statement
shall have become effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or the Final Prospectus or for any
additional information, (iv) of the issuance by the Commission of any stop
order
suspending the effectiveness of the Registration Statement or the institution
or
threatening of any proceeding for that purpose and (v) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registered Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order or suspension and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If,
at
any time when a prospectus relating to the Registered Notes is required to
be
delivered under the 1933 Act, any event occurs as a result of which any Final
Prospectus as then amended or supplemented would include any untrue statement
of
a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were
made
not misleading, or if it shall be necessary to amend or supplement the Final
Prospectus to comply with the 1933 Act or the rules and regulations thereunder,
the Company will promptly prepare and file with the Commission, subject to
paragraph (a) of this Section 5, an amendment or supplement that will correct
such statement or omission or an amendment that will effect such compliance
and,
if such amendment or supplement is required to be contained in a post-effective
amendment of the Registration Statement, will use its best efforts to cause
such
amendment of the Registration Statement to be made effective as soon as
possible.
(c) The
Company will (i) furnish to the Representative and counsel for the Underwriters,
without charge, signed copies of the Registration Statement (including exhibits
thereto) and each amendment thereto that shall become effective on or prior
to
the Closing Date and, so long as delivery of a prospectus by an Underwriter
or
dealer in connection with the Registered Notes may be required by the 1933
Act,
as many copies of each Preliminary Final Prospectus, the Final Prospectus and
any amendments thereof and supplements thereto as the Representative may
reasonably request, and (ii) file promptly all reports and any definitive proxy
or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”), subsequent to the date of the
Final Prospectus and for so long as the delivery of a prospectus by an
Underwriter or dealer in connection with the Registered Notes may be required
under the 1933 Act.
(d) The
Company agrees that, so long as the Securities shall be outstanding, it will
deliver to the Representative the annual statement as to compliance delivered
to
the Trustee pursuant to Section 6.16 of the Indenture and the Assessment of
Compliance and the Attestation Report furnished to the Trustee pursuant to
Section 6.17 of the Indenture, as soon as such statements are furnished to
the
Company. The Company will request that the Servicer and the Trustee furnish
to
the Underwriters any monthly reports furnished to Certificateholders pursuant
to
the Indenture.
(e) The
Company will furnish such information, execute such instruments and take such
action, if any, as may be required to qualify the Registered Notes for sale
under the laws of such jurisdictions as the Representative may designate and
will maintain such qualifications in effect so long as required for the
distribution of the Registered Notes; provided, however, that the Company shall
not be required to qualify to do business in any jurisdiction where it is not
now so qualified or to take any action that would subject it to general or
unlimited service of process in any jurisdiction where it is not now so
subject.
(f) The
Company will pay, to the extent not paid by the Seller pursuant to the HELOC
Purchase Agreement, all costs and expenses in connection with the transactions
herein contemplated, including, but not limited to: the fees and disbursements
of its counsel; the costs and expenses of printing (or otherwise reproducing)
and delivering the Indenture and the Securities; accounting fees and
disbursements; the costs and expenses in connection with the qualification
or
exemption of the Registered Notes under state securities or blue sky laws,
including filing fees and reasonable fees and disbursements of counsel in
connection with the preparation of any blue sky survey and in connection with
any determination of the eligibility of the Securities for investment by
institutional investors and the preparation of any legal investment survey;
the
expenses of printing any such blue sky survey and legal investment survey;
the
costs and expenses in connection with the preparation, printing and filing
of
the Registration Statement (including exhibits thereto), the Basic Prospectus,
the Preliminary Final Prospectus and the Final Prospectus, the preparation
and
printing of this Agreement and the furnishing to the Underwriters of such copies
of each Preliminary Final Prospectus and the Final Prospectus as the
Representative may reasonably request, and the fees of each nationally
recognized statistical rating organization identified in the Final Prospectus
(individually and collectively, the “Rating Agency”) as having rated the
Securities. Except as provided in Section 7 hereof, the Underwriters shall
be
responsible for paying all costs and expenses incurred by them in connection
with the offering of the Registered Notes.
(g) In
connection with any transaction contemplated by this Agreement, the Depositor
and each of its affiliates maintain customary, arm’s-length business
relationships with the Underwriters and each of its affiliates, and no fiduciary
duty on the part of the Underwriters or any of its affiliates is thereby or
hereby intended or created, and the express disclaimer of any such fiduciary
relationship on the part of the Underwriters and each of its affiliates is
hereby acknowledged and accepted by the Depositor and each of its
affiliates.
(h) To
the
extent that any Underwriter has provided to the Company a Free Writing
Prospectus that such Underwriter has conveyed to a prospective investor, the
Company will file or cause to be filed with the Commission such Free Writing
Prospectus that is either an Issuer Free Writing Prospectus (as defined in
Section 4(c) hereof) or contains Issuer Information as soon as reasonably
practicable after the date of this Agreement, but in any event, not later than
required pursuant to Rules 426 or 433, respectively, of the 1933
Act.
(i) The
Company shall not be required to file (A) any Free Writing Prospectus, if the
information included therein is included or incorporated by reference in a
Free
Writing Prospectus previously filed with the Commission that relates to the
offering of the Securities, or (B) any Free Writing Prospectus or portion
thereof that contains a description of the Securities or the offering of the
Securities which does not reflect the final terms thereof.
(j) To
the
extent that costs are incurred as a result of an intended trade that has been
broken, the party that is responsible for the information which led to such
broken trade shall bear the costs associated thereto.
6. Conditions
to the Obligations of the Underwriters.
The
obligations of the Underwriters to purchase the Registered Notes shall be
subject to the accuracy of the representations and warranties on the part of
the
Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed prior to
the
Closing Date and as of the Closing Date, to the accuracy of the statements
of
the Company made in any certificates pursuant to the provisions hereof, to
the
performance by the Company of its obligations hereunder and to the following
additional conditions:
(a) No
stop
order suspending the effectiveness of the Registration Statement, as amended
from time to time, shall have been issued and not withdrawn and no proceedings
for that purpose shall have been instituted or threatened; and the Final
Prospectus shall have been filed or transmitted for filing with the Commission
in accordance with Rule 424 under the 1933 Act.
(b) The
Company shall have delivered to you a certificate of the Company, signed by
the
President or a vice president or an assistant vice president of the Company
and
dated the Closing Date, to the effect that the signer of such certificate has
carefully examined the Registration Statement, Final Prospectus and this
Agreement and that (i) the representations and warranties of the Company in
this
Agreement are true and correct in all material respects at and as of the Closing
Date with the same effect as if made on the Closing Date, (ii) the Company
has,
in all material respects, complied with all the agreements and satisfied all
the
conditions on its part that are required by this Agreement to be performed
or
satisfied at or prior to the Closing Date, (iii) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to the Company’s knowledge,
threatened, (iv) nothing has come to the attention of such officer that would
lead such officer to believe that the Final Prospectus contains any untrue
statement of a material fact or omits to state any material fact necessary
in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading and (v) subsequent to the respective dates
as of which information is given in the Final Prospectus, there has not been
any
material adverse change in the general affairs, capitalization, financial
condition or results of operations of the Company.
(c) The
Underwriters shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ llp,
counsel
for the Company and the Seller, a favorable opinion, dated the Closing Date
and
satisfactory in form and substance to counsel for the Underwriters.
(d) The
Representative shall have received from Deloitte & Touche, certified public
accountants, a letter, dated the date hereof and satisfactory in form and
substance to the Representative and counsel for the Underwriters, to the effect
that they have performed certain specified procedures as a result of which
they
determined that certain information of an accounting, financial or statistical
nature set forth in each respective Final Prospectus under the captions “Summary
of Prospectus Supplement—The Mortgage Loans,” “Risk Factors” (to the extent of
information regarding the Mortgage Loans therein) “The Mortgage Pool” “Yield on
the Securities” and “Description of the Securities” agrees with the records of
the Seller.
(e) The
Registered Notes shall have been given the ratings set forth in Schedule I
hereto by the Rating Agency.
(f) The
Representative shall have received, from counsel for the Trustee, a favorable
opinion, dated the Closing Date, and in form and substance satisfactory to
the
Representative and its counsel, to the effect that the Indenture has been duly
authorized, executed and delivered by the Trustee and constitutes the legal,
valid and binding agreement of the Trustee, enforceable in accordance with
its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors
rights in general and by general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law, and as
to
such other matters as may be agreed upon by the Trustee and the
Representative.
(g) The
Representative shall have received from the Seller, in form and substance
satisfactory to counsel for the Underwriters:
(i) An
officer’s certificate stating that on the Closing Date the representations and
warranties of the Seller under the HELOC Purchase Agreement will be true and
correct and no event has occurred that would constitute a default thereunder;
and
(ii) An
officer’s certificate relating to the HELOC Purchase Agreement and the
obligations of the Seller thereunder, as Seller or otherwise, together with
copies of the certificate of incorporation and by-laws of the Seller and a
certificate of good standing of the Seller under the laws of the State of New
York;
(h) The
Representative shall have received from the Servicer, in form and substance
satisfactory to counsel for the Underwriters:
(i) An
officer’s certificate stating that on the Closing Date the representations and
warranties of the Servicer contained in the Indenture will be true and correct
and no event has occurred with respect to the Servicer that would constitute
an
Event of Default thereunder; and
(ii) An
officer’s certificate relating to the Indenture and the obligations of the
Servicer thereunder, as Master Servicer or otherwise, and attached thereto
the
Articles of Association of the Servicer, together with copies of the charter
and
by-laws of the Servicer and a certificate of good standing of the Servicer
issued by the Office of the Comptroller of the Currency of the United States
of
America.
(i) The
Underwriters shall have received copies of any opinions of counsel to the
Company, the Seller, each Underlying Seller and the Servicer supplied to the
Rating Agency or the Trustee relating to certain matters with respect to the
Securities. Any such opinions shall be dated the Closing Date and addressed
to
the Underwriters or accompanied by the reliance letters to the Underwriters
or
shall state that the Underwriters may rely upon them.
(j) All
proceedings in connection with the transactions contemplated by this Agreement
and all documents incident hereto shall be satisfactory in form and substance
to
the Representative and counsel for the Underwriters, and the Representative
and
counsel for the Underwriters shall have received such other information,
certificates and documents as they may reasonably request.
(k) All
documents required under the HELOC Purchase Agreement have been provided to
the
appropriate parties.
If
any of
the conditions specified in this Section 6 shall not have been fulfilled in
all
material respects when and as provided in this Agreement, if the Company is
in
breach of any covenants or agreements contained herein or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
in
all material respects reasonably satisfactory in form and substance to the
Representative and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Representative. Notice of such cancellation
shall be given to the Company in writing, or by telephone or telegraph confirmed
in writing.
(l) The
Representative shall have received, from counsel for the Paying Agent, a
favorable opinion, dated the Closing Date, and in form and substance
satisfactory to the Representative and its counsel, to the effect that the
Indenture has been duly authorized, executed and delivered by the Paying Agent
and constitutes the legal, valid and binding agreement of the Paying Agent,
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors rights in general and by general
principles of equity, regardless of whether such enforcement is considered
in a
proceeding in equity or at law, and as to such other matters as may be agreed
upon by the Paying Agent and the Representative.
7. Reimbursement
of Underwriters Expenses.
If the
sale to the Underwriters of the Registered Notes as provided for herein is
not
consummated because any condition to the obligations of the Underwriters set
forth in Section 6 hereof is not satisfied or because of any refusal, inability
or failure on the part of the Company to perform any agreement herein or comply
with any provisions hereof, other than by reason of default by the Underwriters,
the Company will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses, including reasonable fees and disbursements of counsel,
that shall have been incurred by the Underwriters in connection with the
proposed purchase and sale of the Registered Notes.
8. Indemnification
and Contribution.
The
Company agrees with the several Underwriters that:
(a) The
Company will indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter, and each person who controls
any Underwriter within the meaning of either the 1933 Act or the 1934 Act
against any and all losses, claims, damages or liabilities, joint or several,
to
which they or any of them may become subject under the 1933 Act, the 1934 Act
or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any static pool information regarding
previously securitized pools of the Sponsor or any untrue statement or alleged
untrue statement of a material fact contained in the registration statement
for
the registration of the Registered Notes as originally filed or in any amendment
thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or Final
Prospectus, or in any amendment thereof or supplement thereto, or arise out
of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided,
however,
that
the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein (i) in reliance upon and in conformity with any Underwriter’s
Information or (ii) any Derived Information, except to the extent that any
untrue statement or alleged untrue statement or omission therein results (or
is
alleged to have resulted) from an error or material omission in the information
either in the Prospectus for which the Company is responsible or concerning
the
characteristics of the Mortgage Loans furnished to the Underwriters for use
in
the preparation of any Free Writing Prospectus (any such information, the “Pool
Information”), which error was not superseded or corrected by the delivery to
the Underwriters of corrected written or electronic information, or for which
the Company provided written notice of such error to the Underwriters prior
to
the first Contract of Sale (any such uncorrected Pool Information, a “Pool
Error”). This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
(b) Each
Underwriter severally will indemnify and hold harmless the Company, each of
its
directors, each of its officers who signs the Registration Statement, and each
person, if any, who controls the Company within the meaning of either the 1933
Act or the 1934 Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to (i) Derived Information
of such Underwriter or (ii) the Underwriter’s Information of such Underwriter.
This indemnity agreement will be in addition to any liability that any
Underwriter may otherwise have.
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement thereof; but the
failure to so notify the indemnifying party (i) will not relieve it from
liability under paragraph 8(a) or 8(b) above unless and to the extent it did
not
otherwise learn of such action and such failure results in the forfeiture by
the
indemnifying party of substantial rights and defenses and (ii) will not, in
any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph 8(a)
or
8(b) above. The indemnifying party shall be entitled to appoint counsel of
the
indemnifying party’s choice at the indemnifying party’s expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees
and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided,
however,
that
such counsel shall be satisfactory to the indemnified party. Notwithstanding
the
indemnifying party’s election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i)
the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual
or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not
have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution
of
such action or (iv) the indemnifying party shall authorize the indemnified
party
to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
(d) In
order
to provide for just and equitable contribution in circumstances in which the
indemnification provided for in paragraph (a) of this Section 8 is due in
accordance with its terms but is for any reason held by a court to be
unavailable from the Company on grounds of policy or otherwise, the Company
and
the Underwriters shall contribute to the aggregate losses, claims, damages
and
liabilities (including legal and other expenses reasonably incurred in
connection with investigating or defending same) (collectively, “Losses”) to
which the Company and one or more of the Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Underwriters from the offering of the Securities. If the
allocation provided by the immediately preceding sentence is unavailable for
any
reason, the Company and the Underwriters shall contribute in such proportion
as
is appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Underwriters in connection with the statements
or
omissions that resulted in such Losses as well as any other relevant equitable
consideration. Benefits received by the Company shall be deemed to be equal
to
the total net proceeds from the offering (before deducting expenses) and
benefits received by an Underwriter shall be deemed to be equal to 0.25% of
the
aggregate initial principal amount of the Securities purchased by such
Underwriter. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to the information provided by
the
Company or the Underwriters. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation that does not take account of
the
equitable considerations referred to above. Notwithstanding the provisions
of
this paragraph 8(d), in no case shall any Underwriter except as may be provided
in any agreement among Underwriters relating to the offering of the Securities
be responsible for any amount in excess of 0.25% of the aggregate initial
principal amount of the Securities purchased by such Underwriter and, no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person, if any, who controls an Underwriter within the meaning of the
1933
Act or the 1934 Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such Underwriter,
and
each person, if any, who controls the Company within the meaning of either
the
1933 Act or the 1934 Act, each officer of the Company who shall have signed
the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph 8(d).
(e) For
purposes hereof, as to each Underwriter, the term “Derived Information” means
such information, if any, in the Computational Materials that is not contained
in either (i) the Basic Prospectus, the Final Prospectus or the Registration
Statement or amendments or supplements thereto, taking into account information
incorporated therein by reference (other than information incorporated by
reference from the Computational Materials) or (ii) any Pool Information, except
to the extent that any omission or alleged omission in Derived Information
results from a Pool Error.
9. Seller
Obligations.
[Reserved].
10. Termination.
This
Agreement shall be subject to termination in the absolute discretion of the
Representative, by notice given to the Company prior to delivery of and payment
for all Registered Notes if prior to such time (i) trading in securities
generally on the New York Stock Exchange shall have been suspended or limited,
or minimum prices shall have been established in such Exchange, (ii) a banking
moratorium shall have been declared by either federal or New York State
authorities or (iii) there shall have occurred any outbreak or material
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis, the effect of which on the
financial markets is such as to make it, in the judgment of the Representative,
impracticable to market the Securities.
11. Representations
and Indemnities to Survive.
The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and the Underwriters set forth in
or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or the Company
or
any of the officers, directors or controlling persons referred to in Section
8
hereof, and will survive delivery of and payment for the Registered Notes.
The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.
12. Notices.
All
communications hereunder will be in writing and effective only on receipt,
and,
if sent to the Representative, will be mailed, delivered or telegraphed and
confirmed to it at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: Managing Director, the Financial Institutions Department; or, if
sent
to the Company, will be mailed, delivered or telegraphed and confirmed to it
at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Secretary.
13. Successors.
This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and the officers and directors and controlling
persons referred to in Section 8 hereof, and their successors and assigns,
and
no other person will have any right or obligation hereunder.
14. Applicable
Law.
This
Agreement will be governed by and construed in accordance with the laws of
the
State of New York. This Agreement may be executed in any number of counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall together constitute but one and the same instrument.
If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to us a counterpart hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and the several
Underwriters.
|
Very
truly yours,
CITIGROUP
MORTGAGE LOAN TRUST INC.
By
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Assistant Vice President
|
|
|
The
foregoing Agreement is hereby confirmed
and
accepted as of the date first above written.
CITIGROUP
GLOBAL MARKETS INC.
By:/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Authorized Signatory
For
itself and the other Underwriters named
in
Schedule II to the foregoing Agreement.
|
SCHEDULE
I
Underwriting
Agreement, dated May 22, 2006.
As
used
in this Agreement, the term “Registration Statement” refers to registration
statement No. 333-131136 filed by the Company on Form S-3 and declared effective
on April 7, 2006, as amended to date. The term “Basic Prospectus” refers to the
form of Prospectus filed with the Commission pursuant to Rule 424 under the
1933
Act after the Registration Statement became effective.
Title
and
Description of Securities: Citigroup HELOC Trust 2006-NCB1, HELOC-Backed Notes
and Certificates, Series 2006-NCB1.
Initial
aggregate principal balance of the Registered Notes: $794,331,000
(Approximate).
|
Class
|
Initial Note Principal Balance(1) |
Pass-Through
Rate
|
S&P
Rating
|
▇▇▇▇▇’▇
Rating
|
|
|
2A-1
|
$
|
548,391,000.00
|
Variable(2)
|
AAA
|
Aaa
|
|
2A-2
|
$
|
106,392,000.00
|
Variable(2)
|
AAA
|
Aaa
|
|
2A-3
|
$
|
129,678,000.00
|
Variable(2)
|
AAA
|
Aaa
|
|
M
|
$
|
9,870,000.00
|
Variable(2)
|
BBB
|
NR
|
(1) Approximate.
(2) Calculated
as described in the prospectus
supplement.
The
aggregate purchase price for the Registered Notes will be equal to approximately
99.75% of the aggregate initial Note Principal Balances of the Registered Notes
as of the Cut-off Date.
|
Closing
Time, Date and Location: 10:00 AM. on May 23, 2006 at the offices
of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP,
▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇.
|
Issuance
and Delivery of Notes: The Registered Notes will be delivered at closing in
book-entry form in such names and denominations as the Representative may direct
in accordance with the Underwriting Agreement.
SCHEDULE
II
|
Underwriter
|
Principal
▇▇▇▇▇▇
(1)
|
|||
|
Citigroup
Global
Markets
Inc.
|
||||
|
2A-1
|
$
|
547,391,000.00
|
||
|
2A-2
|
$
|
106,392,000.00
|
||
|
2A-3
|
$
|
129,678,000.00
|
||
|
M
|
$
|
9,870,000.00
|
||
|
NatCity
Investments, Inc.
|
||||
|
2A-1
|
$
|
1,000,000.00
|
||
EXHIBIT
A
UNDERWRITERS
INFORMATION
Prospectus
Supplement dated May 22, 2006 (to Prospectus dated April 7, 2006)
$794,331,000
(Approximate; subject to a permitted variance of plus or minus
5%)
Citigroup
HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1
Issuing
Entity
Citigroup
Mortgage Loan Trust Inc.
Depositor
Citigroup
Global Markets Realty Corp.
Sponsor
and Seller
National
City Bank
Originator
and Servicer
|
You
should consider carefully the risk factors beginning on page S-18
in this
prospectus supplement and page 5 of the prospectus.
This
prospectus supplement may be used to offer and sell the notes offered
hereby only if accompanied by the prospectus. The certificates represent
obligations of the issuing entity only and do not represent an interest
in
or obligation of any other entity.
|
Offered
Notes
The
trust created for the Series 2006-NCB1 notes will hold a pool of adjustable
rate, first and junior lien home equity line of credit loans. Credit
enhancement for the notes will be provided in the form of excess interest and
overcollateralization. Credit enhancement for the Class A Notes will also be
provided by subordination. In addition, certain payments on the Class A Notes
will be unconditionally and irrevocably insured under a note guaranty insurance
policy issued by Ambac Assurance Corporation.
The
notes
will be entitled to monthly payments beginning in June 2006. The
notes being offered by this prospectus
supplement are as follows:
|
Class
|
Principal
Amount(1)
|
Note
Rate
|
|
Class
2A-1
|
$548,391,000
|
Variable(2)
|
|
Class
2A-2
|
$106,392,000
|
Variable(2)
|
|
Class
2A-3
|
$129,678,000
|
Variable(2)
|
|
Class
M
|
$
9,870,000
|
Variable(2)
|
__________
(1) Approximate;
subject to a permitted variance of plus or minus 5%.
(2) The
note rate on the notes will be based on one-month LIBOR plus an applicable
margin, subject to limitation, as described in this
prospectus
supplement.
Underwriting
Citigroup
Global Markets Inc. and NatCity Investments, Inc., as underwriters, will
offer
to the public the offered notes at varying prices to be determined at the
time
of sale. The
proceeds to the depositor from the sale of the offered notes, before deducting
expenses, will be approximately 99.75% of the aggregate initial note principal
balance of the offered notes, plus accrued interest in the case of each class
of
offered notes.See
“Method of Distribution.”
Neither
the SEC nor any state securities commission has approved or disapproved of
these
notes or determined if this prospectus supplement or the prospectus to which
it
relates is truthful or complete. Any representation to the contrary is a
criminal offense.
The
Attorney General of the State of New York has not passed on or endorsed the
merits of this offering. Any representation to the contrary is
unlawful.
|
Citigroup
|
NatCity
Investments, Inc.
|
notes
potentially would be subject to different timing of income and foreign holders
of such notes could be subject to withholding in respect of any Net WAC Rate
Carryover Amount. Holders of the notes are advised to consult their own tax
advisors regarding the allocation of issue price, timing, character and source
of income and deductions resulting from the ownership of their
notes.
With
respect to the notes, this paragraph is relevant to such notes exclusive
of the
rights of the holders of such notes to receive certain payments in respect
of
the Net WAC Rate Carryover Amount. The notes may be treated for federal income
tax purposes as having been issued with a premium. Noteholders may elect
to
amortize such premium under a constant yield method in which case such
amortizable premium will generally be allocated among the interest distributions
on such notes and will be applied as an offset against the interest
distributions. See “Federal Income Tax Consequences—REMICs—Taxation of Owners of
REMIC Regular Notes—Premium” in the prospectus.
The
notes
will be treated as assets described in Section 7701(a)(19)(C) of the Code
and
“real estate assets” under Section 856(c)(5)(B) of the Code, generally in the
same proportion that the assets in the related trust would be so treated.
In
addition, interest on the notes will be treated as “interest on obligations
secured by mortgages on real property” under Section 856(c)(3)(B) of the Code,
generally to the extent that the notes are treated as “real estate assets” under
Section 856(c)(5)(B) of the Code. The notes (other than the Residual Notes
and
exclusive of the right to receive Net WAC Rate Carryover Amounts) also will
be
treated as “qualified mortgages” under Section 860G(a)(3) of the Code. See
“Federal Income Tax Consequences—REMICs—Characterization of Investments in REMIC
Notes” in the prospectus.
It
is not
anticipated that the REMIC will engage in any transactions that would subject
it
to the prohibited transactions tax as defined in Section 860F(a)(2) of the
Code,
the contributions tax as defined in Section 860G(d) of the Code or the tax
on
net income from foreclosure property as defined in Section 860G(c) of the
Code.
However, in the event that any such tax is imposed on the REMIC, the tax
will be
borne (i) by the trustee, if the trustee has breached its obligations with
respect to REMIC compliance under the pooling and servicing agreement, (ii)
by
the securities administrator, if the securities administrator has breached
its
obligations with respect to REMIC compliance under the pooling and servicing
agreement, (iii) by the servicers, if the related servicer has breached it’s
obligations with respect to REMIC compliance under the pooling and servicing
agreement, or (iv) otherwise by the trust, with a resulting reduction in
amounts
otherwise distributable to holders of the notes. See “Description of the
Securities—General” and “Federal Income Tax Consequences —REMICs—Prohibited
Transactions Tax and Other Taxes” in the prospectus.
The
responsibility for filing annual federal information returns and other reports
will be generally borne by the securities administrator. See “Federal Income Tax
Consequences—REMICs—Reporting and Other Administrative Matters” in the
prospectus.
For
further information regarding the federal income tax consequences of investing
in the notes, see “Federal Income Tax Consequences—REMICs” in the
prospectus.
METHOD
OF DISTRIBUTION
Subject
to the terms and conditions set forth in the underwriting agreement, dated
May
22, 2006, among the underwriters named below and the depositor, the depositor
has agreed to sell to the underwriters, and the underwriters have severally
agreed to purchase from the depositor, the principal amount of the offered
notes
(the “Underwritten Notes”) set forth opposite their respective
names.
|
Underwriters
|
Class
2A-1
|
Class
2A-2
|
Class
2A-3
|
Class
M
|
|||||||||
|
Citigroup
Global Markets Inc.
|
$
|
547,391,000.00
|
$
|
106,392,000.00
|
$
|
129,678,000.00
|
$
|
9,870,000.00
|
|||||
|
NatCity
Investments, Inc.
|
$
|
1,000,000.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
|||||
Distribution
of the offered notes will be made from time to time in negotiated transactions
or otherwise at varying prices to be determined at the time of sale.
Proceeds
to the depositor from the sale of the offered notes, before deducting expenses
payable by the depositor, will be approximately 99.75% of the aggregate initial
Note Principal Balance of the offered notes, plus accrued interest.
In connection with the purchase and sale of the offered notes, the underwriters
may be deemed to have received compensation from the depositor in the form
of
underwriting discounts.
The
offered notes are offered subject to receipt and acceptance by the underwriters,
to prior sale and to the underwriters’ right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is expected
that delivery of the offered notes will be made through the facilities of
DTC,
Clearstream and the Euroclear System on or about the closing date. The offered
notes will be offered in Europe and the United States of America.
The
depositor has been advised by each underwriter that such underwriter intends
to
make a market in the Underwritten Notes purchased by it, but no underwriter
has
any obligation to do so.
There
can be no assurance that a secondary market for any of the Underwritten Notes
will develop or, if it does develop, that it will continue.
The
underwriting agreement provides that the depositor will indemnify the
underwriters against those civil liabilities set forth in the underwriting
agreement, including liabilities under the Securities Act of 1933, as amended,
or will contribute to payments the underwriters may be required to make in
respect of these liabilities.
EXPERTS
The
consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of December 31, 2005 and 2004, and for each of the years
in the
three-year period ended December 31, 2005, are incorporated by reference
in this
prospectus supplement and in the registration statement in reliance upon
the
report of KPMG LLP, independent registered public accounting firm, incorporated
by reference in this prospectus supplement, and in the registration statement
upon the authority of that firm as experts in accounting and auditing. The
report of KPMG LLP refers to changes, in 2003, in Ambac Assurance Corporation’s
methods of accounting for variable interest entities and stock-based
compensation.
SECONDARY
MARKET
There
is
currently no secondary market for the notes and there can be no assurance
that a
secondary market for the notes will develop or, if it does develop, that
it will
continue. Each underwriter intends to establish a market in the notes but
is not
obligated to do so. The primary source of information available to investors
concerning the notes will be the monthly reports made available via the security
administrator’s internet website, which will include information as to the
outstanding note principal balance of each class of the notes and the status
of
the applicable forms of credit enhancement. There can be no assurance that
any
additional information regarding the notes will be available through any
other
source. In addition, the depositor is not aware of any source through which
price information about the notes will be available on an ongoing basis.
The
limited nature of the information regarding the notes may adversely affect
the
liquidity of the offered notes, even if a secondary market for the notes
becomes
available.
EXHIBIT
B
European
Economic Area
In
relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a “Relevant Member State”), each
Underwriter has represented and agreed that with effect from and including
the
date on which the Prospectus Directive is implemented in that Relevant Member
State (the “Relevant Implementation Date”) it has not made and will not make an
offer of certificates to the public in that Relevant Member State prior to
the
publication of a prospectus in relation to the certificates which has been
approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State, all in accordance with
the
Prospectus Directive, except that it may, with effect from and including
the
Relevant Implementation Date, make an offer of certificates to the public
in
that Relevant Member State at any time:
(a) to
legal
entities which are authorized or regulated to operate in the financial markets
or, if not so authorized or regulated, whose corporate purpose is solely
to
invest in securities;
(b) to
any
legal entity which has two or more of (1) an average of at least 250 employees
during the last financial year; (2) a total balance sheet of more than
€43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in
its last annual or consolidated accounts; or
(c) in
any
other circumstances which do not require the publication by the Issuer of
a
prospectus pursuant to Article 3 of the Prospectus Directive.
For
the
purposes of this provision, the expression an “offer of certificates to the
public” in relation to any certificates in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the certificates to be offered so as to enable an
investor to decide to purchase or subscribe the certificates, as the same
may be
varied in that Member State by any measure implementing the Prospectus Directive
in that Member State and the expression “Prospectus Directive” means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.
United
Kingdom
Each
Underwriter has represented and agreed that:
(a) it
has
only communicated or caused to be communicated and will only communicate
or
cause to be communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the Financial Services and
Markets
Act) received by it in connection with the issue or sale of the certificates
in
circumstances in which Section 21(1) of the Financial Services and Markets
Act
does not apply to the Issuer; and
(b) it
has
complied and will comply with all applicable provisions of the Financial
Services and Markets Act with respect to anything done by it in relation
to the
certificates in, from or otherwise involving the United Kingdom.