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EXHIBIT 10.39
AMENDMENT NO. 4
This AMENDMENT NO. 4 (this "Amendment") to the Agreement (as defined
below) is entered into as of December 31, 1996, under the Purchase and Sale
Agreement, dated as of February 2, 1996 (as amended, supplemented and otherwise
modified from time to time, the "Agreement"; capitalized terms used but not
defined herein shall have the respective meanings, specified in the Agreement),
between Cityscape Corp. (the "Company") and Greenwich Capital Financial
Products, Inc. ("Greenwich").
WHEREAS, the Company and the Guarantor have requested that Greenwich
agree to amend the Agreement, on the terms and conditions of this Amendment;
WHEREAS, the Company has requested that Greenwich consent to matters
regarding certain provisions of the Agreement; and
WHEREAS, Greenwich is willing to agree to such requests in the terms
and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual premises and mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendment. Subject to the satisfaction of the condition to
effectiveness specified in Section 5 hereof, subsection (b) of Section 7.02(e)
of the Agreement shall be amended by the addition of the following immediately
after subsection (ii):
", or (iii) investments, including, without limitation, by stock
purchase, capital contribution, asset contribution or loan, in
wholly-owned subsidiaries of the Seller or Guarantor."
2. Consents. Notwithstanding anything to the contrary in the
Agreement, the Company may from time to time contribute to wholly-owned special
purpose subsidiaries of the Company interests of the Company from
securitizations including, without limitation, residual certificates;
3. Counterparts. This Consent may be executed by the parties
hereto in any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
4. Continuing Effect of the Agreements. Except for the consents
and modifications expressly set forth herein, the Agreements shall continue to
be, and shall remain, in full force and effect in accordance with its terms.
5. Effectiveness. This Consent shall become effective upon the
execution hereof by the Company and Greenwich.
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C. Governing Law. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have found this Amendment No. 4
to be duly executed by these proper and duly authorized officers as of the date
first above written.
CITYSCAPE CORP.
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: President
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
