Exhibit 4
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of July 20, 2004 ("Amendment"), to the
Pooling and Servicing Agreement, dated as of April 1, 2004 (the "Pooling and
Servicing Agreement"), among XXXXXX XXXXXXX ABS CAPITAL I INC., a Delaware
corporation, as depositor (the "Depositor"), CHASE MANHATTAN MORTGAGE
CORPORATION, a New Jersey corporation ("Chase"), COUNTRYWIDE HOME LOANS
SERVICING LP, a Texas limited partnership ("Countrywide"), HOMEQ SERVICING
CORPORATION, a New Jersey corporation ("HomEq", and together with Chase and
Countrywide, the "Servicers"), AAMES CAPITAL CORPORATION, a California
corporation ("Aames"), ACCREDITED HOME LENDERS, INC., a California corporation
("Accredited"), NC CAPITAL CORPORATION, a California corporation ("NCCC") and
DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee
(the "Trustee").
RECITALS
WHEREAS, the parties hereto have entered into the Pooling and
Servicing Agreement relating to the Xxxxxx Xxxxxxx ABS Capital I Inc. Trust
2004-HE2.
WHEREAS, the parties hereto desire to modify the Pooling and
Servicing Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as amended below, the terms defined in the
Pooling and Servicing Agreement are used herein as therein defined.
2. Amendments. The definition of "Cumulative Loss Trigger Event" in
Article I of the Pooling and Servicing Agreement is hereby amended by deleting
it in its entirety and replacing it with the following thereof:
"Cumulative Loss Trigger Event: With respect to any Distribution
Date, a Cumulative Loss Trigger Event exists if the quotient (expressed as a
percentage) of (x) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Prepayment Period divided by
(y) the Cut-off Date Pool Principal Balance exceeds the applicable percentages
set forth below with respect to such Distribution Date:
Distribution Date Occurring In Loss Percentage
------------------------------ --------------------------------------------
May 2007 through April 2008 3.250% for the first month, plus an
additional 1/12th of 1.500% for each month
thereafter (e.g., 4.000% in November 2007)
May 2008 through April 2009 4.750% for the first month, plus an
additional 1/12th of 1.250% for each month
thereafter (e.g., 5.375% in November 2008)
May 2009 through April 2010 6.000% for the first month, plus an
additional 1/12th of 0.500% for each month
thereafter (e.g., 6.250% in November 2009)
May 2010 and thereafter 6.500%"
3. Ratification of Agreement. Except as modified and expressly
amended by this Amendment, the Pooling and Servicing Agreement is in all
respects ratified and confirmed, and all the terms, provisions and conditions
thereof shall be and remain in full force and effect.
4. Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
5. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year first above written.
XXXXXX XXXXXXX ABS CAPITAL I INC.,
as Depositor
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Executive Director
DEUTSCHE BANK NATIONAL TRUST COMPANY,
solely as Trustee and not in its
individual capacity
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Assistant Vice President
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
CHASE MANHATTAN MORTGAGE CORPORATION,
as Servicer
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
HOMEQ SERVICING CORPORATION,
as Servicer
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: President
Acknowledged, Consented and Agreed to:
DEUTSCHE BANK NATIONAL TRUST
COMPANY, not in its individual
capacity but solely as Holder of
100% Percentage Interest in the
Class X Certificates
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: Associate
THE NORINCHUKIN BANK, as the Holder
of 100% Percentage Interest in
the Class M-1, Class M-2, Class
M-3, Class B-1 and Class B-2
Certificates
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Senior Manager
XXXXXX XXXXXXX & CO. INCORPORATED as
the Holder of 100% Percentage
Interest in the Class B-3
Certificates
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
[Signature Page to Amendment No. 1]
