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

Summary

This amendment, dated July 26, 2002, modifies the Master Repurchase Agreement between New Century Mortgage Corporation, NC Capital Corporation (the sellers), and CDC Mortgage Capital Inc. (the buyer). The amendment changes restrictions on certain payments, allowing limited dividends and stock repurchases by the guarantor, provided all parties remain in compliance with the agreement and no default has occurred. All other terms of the original agreement remain unchanged. The sellers also agree to cover the buyer’s related legal and administrative costs. The amendment is governed by New York law.

EX-10.4 6 dex104.txt AMD #1 MASTER REPURCHASE AGREEMENT EXHIBIT 10.4 -------------------- NEW CENTURY MORTGAGE CORPORATION NC CAPITAL CORPORATION Seller AND CDC MORTGAGE CAPITAL INC. Buyer AMENDMENT NO. 1 Dated as of July 26, 2002 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of May 10, 2002 -------------------- AMENDMENT NO. 1 (this "Amendment"), dated as July 26, 2002, 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 Amended and Restated Master Repurchase Agreement dated as of May 10, 2002 by and among Seller and Buyer (the "Agreement"). All capitalized terms not otherwise defined herein are defined in the Agreement. RECITALS WHEREAS, Seller and Buyer have entered into Agreement; WHEREAS the Seller has requested the Buyer to agree to amend certain provisions 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: NOW, THEREFORE, the parties hereby agree that for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyers and Seller agree as follows: SECTION 1. Amendment. Section 11 of the Agreement is hereby amended by deleting clause (v) thereof and substituting in lieu thereof a new clause (v) to read in its entirety as follows: "(n) Restricted Payments. Guarantor, NCCC and NCMC will not make any Restricted Payments, other than (a) dividends paid by Guarantor on its Common Stock not to exceed $0.20 per share in any calendar year, and (b) repurchases by Guarantor of up to 1,000,000 shares of its Common Stock on the open market or in negotiated transactions; provided, that in each case both before and after giving effect to such dividends or repurchases, Guarantor, NCCC and NCMC are in compliance with the covenants set forth in Section 11 of this Agreement and no Event of Default or Default has occurred and is continuing." SECTION 2. 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 3. Representations and Warranties. To induce the Seller to enter into this Amendment, the Seller hereby represents and warrants to the Seller 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. -2- Seller further represents and warrants that Seller has received from its other lenders, where applicable, amendments, consents and/or waivers substantially similar to those set forth in this Amendment. SECTION 4. 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 5. Expenses. The Seller agrees to pay and reimburse the Buyer for all of the out-of-pocket costs and expenses incurred by Seller in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft, counsel to the Seller. SECTION 6. 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. SECTION 7. 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. 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: Name: Title: Managing Director Title: Senior Vice President By: /s/ William Branagh NC CAPITAL CORPORATION, ------------------------------ as Seller under the Agreement Name: Title: Director By:/s/ Kevin Cloyd ----------------------------------- Name: Title: President -3- The undersigned guarantor hereby consents and agrees to the foregoing Amendment: NEW CENTURY FINANCIAL CORPORATION By: /s/ Patrick Flanagan --------------------------------- Name: Title: Executive Vice President -4-