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EXHIBIT 10.1
THIRD RENEWAL AGREEMENT
This THIRD RENEWAL AGREEMENT, dated as of May 29, 1998 (this
"Agreement"), is made by and between Greenwich Capital Financial Products, Inc.
("GCFP") and Cityscape Corp. ("Cityscape").
Reference is made to the Master Loan and Security Agreement, dated as
of January 1, 1997 (the "Loan Agreement"), by and between Cityscape, as
Borrower, and GCFP, as Lender, whereby GCFP has agreed to make certain loans to
Cityscape, which loans are secured by, among other things, certain mortgage
loans, owned by Cityscape, as provided in the Loan Agreement and the other
agreements entered into in connection with the execution of the Loan Agreement
(collectively, the "Loan Facility"). As provided in the Loan Agreement, the term
of the Loan Facility expired on December 31, 1997. Pursuant to the December 31,
1997 Extension Agreement (the "Extension Agreement") GCFP and Cityscape agreed
to extend the term of the Loan Facility as modified by the Extension Agreement
for the period commencing on January 1, 1998 and ending on Xxxxx 00, 0000 (xxx
"Xxxxxxxxx Xxxxxx"). Pursuant to the terms of the First Renewal Agreement, dated
as of March 27, 1998, and the Second Renewal Agreement dated as of April 30,
1998, GCFP and Cityscape agreed to further extend the Extension Period to May
31, 1998. GCFP and Cityscape wish to further extend the Extension Period to July
15, 1998.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS. Capitalized terms used, but not otherwise defined,
herein shall have the meaning ascribed thereto in the Loan Agreement, including
by way of reference to any other documents or agreements.
2. RENEWAL. Notwithstanding anything contained in Section 1 or in the
notice provisions of Section 2.11 of the Loan Agreement, GCFP and Cityscape
hereby agree, upon the terms and conditions set forth in the Loan Facility, the
Extension Agreement, the First Renewal Agreement and the Second Renewal
Agreement to extend the Extension Period through June 30, 1998 which term may be
extended for an additional period or periods in the sole discretion of GCFP upon
the written request of Cityscape.
3. AMENDMENT. The "Maximum Credit" available under the Loan Facility
will be $150,000,000 minus the sum of the aggregate principal balance of loans
which GCFP has purchased from Cityscape pursuant to one of the various Mortgage
Loan Purchase Agreements executed between the parties and which (i) have not
been sold to third parties; and/or (ii) for which servicing has not yet been
transferred to a third party.
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4. FURTHER ASSURANCES. The parties hereto hereby agree to execute and
deliver such additional documents, instruments or agreements as may be
reasonably necessary and appropriate to effectuate the purposes of this
Agreement. In addition, the parties agree to negotiate in good faith with
respect to proposed amendments to the Retained Yield Fund Agreement between the
parties.
5. CONFLICTS. Unless specifically amended or revised herein, all the
terms and conditions of the Loan Agreement, the Loan Facility, the Extension
Agreement, the First Renewal Agreement and the Second Renewal Agreement shall
remain in full force and effect. In the event of a conflict of any provision
hereof with any provision or definition set forth in the Loan Agreement or the
Loan Facility, the Extension Agreement, the First Renewal Agreement, or the
Second Renewal Agreement, the provisions and definitions of this Second Renewal
Agreement shall control.
6. AMENDMENT. The provisions of this Third Renewal Agreement may only
be amended, revised, modified or supplemented by a written agreement executed by
the parties hereto.
7. GOVERNING LAW. This agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York without
regard to its conflicts of law principles.
IN WITNESS WHEREOF, GCFP and Cityscape have caused this Third Renewal
Agreement to be duly executed and delivered by their respective authorized
officers as of the date first above written.
CITYSCAPE CORP.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Senior VP
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By: /s/ Xxxxx XxXxxxxx
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Name: Xxxxx XxXxxxxx
Title: Vice President
