Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement among New Century Mortgage Corporation, NC Capital Corporation, and CDC Mortgage Capital Inc.

Summary

This amendment, dated June 30, 2003, modifies the Second Amended and Restated Master Repurchase Agreement between New Century Mortgage Corporation, NC Capital Corporation (the Sellers), and CDC Mortgage Capital Inc. (the Buyer). The amendment allows the Guarantor to issue up to $275 million in senior convertible notes under specified terms by July 31, 2003. All other terms of the original agreement remain unchanged. The amendment becomes effective once executed by all parties, and the Sellers agree to cover the Buyer's related expenses.

EX-10.5 8 dex105.txt AMEND. #1 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT EXHIBIT 10.5 ------------- NEW CENTURY MORTGAGE CORPORATION NC CAPITAL CORPORATION Seller AND CDC MORTGAGE CAPITAL INC. Buyer AMENDMENT NO. 1 Dated as of June 30, 2003 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of June 23, 2003 ------------- AMENDMENT NO. 1 (this "Amendment"), dated as of June 30, 2003, by and among New Century Mortgage Corporation ("NCMC"), NC Capital Corporation ("NCCC" and, together with NCMC, the "Seller"), and CDC Mortgage Capital Inc. ("Buyer"), to the Second Amended and Restated Master Repurchase Agreement, dated as of June 23, 2003 by and among Seller and Buyer (the "Agreement"). RECITALS WHEREAS, Seller and Buyer have entered into the Agreement; WHEREAS the Seller has requested the Buyer to agree to amend certain provision of the Agreement as set forth in this Amendment. The Buyer hereto is willing to agree to such amendments, but only on the terms and subject to the conditions 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 is hereby acknowledged, the Seller and the Buyer hereby agree as follows: Section 1. Amendments. (a) Defined Terms. Unless otherwise defined herein, terms defined in the Agreement are used herein as therein defined. (b) Section 11(s) of the Agreement will be amended by (i) deleting the word "and" after clause (9) in that section, (ii) adding the word "and" after clause (10) in that section and (iii) inserting the following at the end of that section: "(11) Senior convertible notes in an aggregate principal amount not to exceed $275 million to be issued by the Guarantor on or before July 31, 2003, that (i) have a coupon that ranges between 2.75% and 4%, (ii) have a maturity of five to seven years and (iii) will be convertible into common stock of Guarantor when certain stated events in the related indenture occur." Section 2. Effectiveness of the Amendment. The Amendment shall become effective upon receipt by the Buyer of evidence satisfactory to the Buyer that this Amendment has been executed and delivered by the Seller. Section 3. Ratification of Agreement. As amended by this Amendment, the Agreement is in all respects ratified and confirmed and the Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument. Section 4. Representations and Warranties. To induce the Buyer to enter into this Amendment, the Seller hereby represents and warrants to the Buyer that, after giving effect to the amendments provided for herein, the representations and warranties contained in the Agreement and the other Repurchase Documents will be true and correct in all material respects as if made on and as of the date hereof and that no Default or Event of Default will have occurred and be continuing. Section 5. No Other Amendments. Except as expressly amended hereby, the Agreement and the other Repurchase Documents shall remain in full force and effect in accordance with their respective terms, without any waiver, amendment or modification of any provision thereof. Section 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Section 7. Expenses. The Seller agrees to pay and reimburse the Buyer for all of the out-of-pocket costs and expenses incurred by the Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of its attorneys. Section 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. -2- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. CDC MORTGAGE CAPITAL INC., NEW CENTURY MORTGAGE CORPORATION, as Buyer under the Agreement as Seller under the Agreement By: /s/ Anthony Malanga By: /s/ Kevin Cloyd ------------------------------- ------------------------------------- Name: Anthony Malanga Name: Kevin Cloyd Title: Managing Director Title: Senior Vice President By: /s/ Kathy Lynch NC CAPITAL CORPORATION, ------------------------------- as Seller under the Agreement Name: Kathy Lynch Title: Vice President By: /s/ Kevin Cloyd ------------------------------------- Name: Kevin Cloyd Title: President The undersigned guarantor hereby consents and agrees to the foregoing Amendment: NEW CENTURY FINANCIAL CORPORATION By: /s/ Patrick Flanagan ------------------------------------- Name: Patrick Flanagan Title: Executive Vice President