EX-4 2 p793072-ex4.txt POOLING AND SERVICING AGREEMENT Exhibit 4 AMENDMENT NO. 1 AMENDMENT NO. 1, 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 MORGAN STANLEY 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 Morgan Stanley 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. MORGAN STANLEY ABS CAPITAL I INC., as Depositor By: /s/ Steven Shapiro ------------------------------------ Name: Steven Shapiro Title: Executive Director DEUTSCHE BANK NATIONAL TRUST COMPANY, solely as Trustee and not in its individual capacity By: /s/ Ronaldo Reyes ------------------------------------ Name: Ronaldo Reyes Title: Assistant Vice President By: /s/ Barbara Campbell ------------------------------------ Name: Barbara Campbell Title: Assistant Vice President CHASE MANHATTAN MORTGAGE CORPORATION, as Servicer By: /s/ Susan C. Johnson ------------------------------------ Name: Susan C. Johnson Title: Vice President COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: /s/ Ruben Avilez ------------------------------------ Name: Ruben Avilez Title: Vice President HOMEQ SERVICING CORPORATION, as Servicer By: /s/ Arthur Lyon ------------------------------------ Name: Arthur Lyon 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/ Barbara Campbell ------------------------------- Name: Barbara Campbell Title: Assistant Vice President By: /s/ Eiko Akiyama ------------------------------- Name: Eiko Akiyama 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/ Hiroshi Yuda ------------------------------- Name: Hiroshi Yuda Title: Senior Manager MORGAN STANLEY & CO. INCORPORATED as the Holder of 100% Percentage Interest in the Class B-3 Certificates By: /s/ Michael Sternberg ------------------------------- Name: Michael Sternberg Title: Managing Director [Signature Page to Amendment No. 1]