Amend. No 2 to Second Amend. & Restated Master Repurchase Agreement


 EXHIBIT 10.3 
  

  
  
 NEW CENTURY MORTGAGE CORPORATION 
 NC
CAPITAL CORPORATION 
 Seller 
  
  
 AND 
  
  
 CDC MORTGAGE CAPITAL INC. 
 Buyer 
  
  
 AMENDMENT NO. 2 
 Dated as of September 3, 2003 
  
  
 TO 
  
  
 SECOND AMENDED AND RESTATED MASTER 
 REPURCHASE AGREEMENT 
 Dated as of June 23, 2003 
  
  
  

  






 AMENDMENT NO. 2 (this “Amendment”), dated as of September 3, 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, as amended (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(j)(6) of the Agreement will be
amended by (i) deleting the word “or” immediately preceding clause (iii), (ii) inserting a comma after the word “Facilities” immediately preceding clause (iii), (iii) inserting the following at the end of that section:

  
 “(iv) the asset-backed commercial paper facility
described in Section 11(s)(13) and (v) the transaction described in Section 11(s)(14).” 
  
 (c)  Section 11(s) of the Agreement will be amended by (i) deleting the word “and” after clause (10) in that section,
(ii) correcting the second of the two clauses currently numbered as (11) by changing it to clause (12); (iii) adding the word “and” after clause (12) in that section and (iii) inserting the following at the end of that section: 

 
 “(13) Indebtedness with respect to an asset-backed commercial paper
facility pursuant to which (i) a wholly-owned subsidiary of Seller will issue short-term secured liquidity notes that mature within 360 days or less of issuance on a revolving basis in an aggregate principal amount not to exceed $2 billion, (ii) the
proceeds of any issuances thereunder will be used by the wholly-owned subsidiary of Seller solely for the purchase of mortgage loans or the repayment of the debt incurred thereby, (iii) the Seller will enter into a total return swap with an
institution with ratings at 






 least equal to “A-1+”, “P-1” and “F1+” from S&P, Moody’s and, if
rated by Fitch, Fitch, respectively, and a long-term credit rating of at least “AA-”, “Aa3” and “AA-” from S&P, Moody’s and, if rated by Fitch, Fitch, respectively for the payment of principal, interest and
fees due under the short-term secured liquidity notes to the extent that such obligations are not paid by the wholly-owned subsidiary of Seller and (iv) Guarantor will guaranty the Seller’s obligations of the total return swap. 
  
 (14) Indebtednesss with respect to a credit line from a third party lender of
up to $100,000,000 pursuant to which (i) a wholly-owned subsidiary of Guarantor (and an affiliate of the Seller) will borrow funds and, in turn, lend such funds .to mortgage loan brokers meeting certain credit criteria of the Seller for the purpose
of funding residential mortgage loans, (ii) such wholly-owned subsidiary of Guarantor will take a security interest in the residential mortgage loans originated in (i), and (iii) such whole-owned subsidiary of Guarantor will give a security interest
in favor of the third party lender in this clause (14).” 
  
 (c)  Section 11(u) will be deleted in its entirety and replaced with the following section: 
  

	 	“(u)	 	Subsidiaries.    (a)  Guarantor will not create or acquire any Subsidiaries other than (i) NCCC and NCMC, (ii) the Subsidiaries listed on
Schedule 2 hereto, (iii) Residual Finance Subsidiaries, (iv) Subsidiaries engaged solely in any business involving the origination, acquisition, servicing and sale of consumer obligations and (v) Subsidiaries formed for the purpose of effecting the
transaction described in Sections 11(s)(14) which, when formed, shall be added to Schedule 2 hereto, and (b) Seller will not create or acquire any Subsidiaries other than (i) the Subsidiaries listed on Schedule 2 hereto, (ii) Residual Finance
Subsidiaries, (iii) Subsidiaries acquired as a result of Investments permitted pursuant to Section 11(t)(10) and (iv) Subsidiaries formed for the purpose of effecting the transaction described in Sections 11(s)(13) which, when formed, shall be added
to Schedule 2 hereto.” 

  
 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 
  

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 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. 
  
 [Remainder of Page Left
Intentionally Blank—Signature Pages to Follow] 
  
  

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 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., as
     Buyer under the Agreement
	  	 NEW CENTURY MORTGAGE
     CORPORATION, as Seller under the
     Agreement

		
	         /s/    ANTHONY MALANGA
 By:                                      
                                        
                       
         Name: Anthony Malanga
         Title: Managing Director
	  	         /s/    KEVIN CLOYD
 By:                                      
                                        
            
         Name: Kevin Cloyd
         Title: Senior Vice President

		
	         /s/    KATHY LYNCH
 By:                                      
                                        
                       
         Name: Kathy Lynch
         Title: Director
	  	 NC CAPITAL CORPORATION,
     as Seller under the Agreement
  
         /s/    KEVIN CLOYD
 By:                                      
                                        
            
         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