Prepared by MERRILL CORPORATION




Exhibit 10.103  


NEW CENTURY MORTGAGE CORPORATION

NC CAPITAL CORPORATION

Seller  


AND  


CDC MORTGAGE CAPITAL INC.

Buyer  


AMENDMENT NO. 1

Dated as of August 31, 2001  


TO  


MASTER REPURCHASE AGREEMENT

Dated as of July      , 2001  







    AMENDMENT NO. 1 (this "Amendment"), dated as of August  , 2001, 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 Master Repurchase Agreement dated as
of July 19, 2001 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.  Amendments.  


    (a) Section 1
of the Agreement is hereby amended by deleting the definition of "Payment Date" and substituting in
lieu thereof: 


    "Payment Date" shall mean the tenth (10 th) day of each month or if such day is not a Business Day, the
following Business Day." 


    (b) Section 4(a)
of the Agreement is hereby amended by deleting the second sentence thereof and substituting in lieu thereof a sentence to read in its entirety
as follows: 


    "If
Buyer delivers a Margin Deficit Notice to Seller on or prior to 7 p.m. (New York time) on any Business Day, then Seller shall transfer Additional Purchased Assets to Buyer
no later than 5 p.m. (New York time) the following Business Day." 


    (c) Section 11
of the Agreement is hereby amended by deleting clause (n) thereof and substituting in lieu thereof a new clause (n) to read in its
entirety as follows: 


    "(n) Minimum Liquidity. Seller will not permit the sum of (a) Cash plus (b) the lesser of the Borrowing
Base (as defined therein) of the USB Financing Facility and the Commitment Amounts (as defined therein) of the USB Financing Facility minus, in either case, the outstanding principal balance of all
Loans thereunder (as defined therein), plus (c) the lesser of eighty percent (80%) of the receivables related to the sale or transfer of NCMC's or NCCC's interest in any Servicing Contract, or
$5,000,000, to (i) be less than $10,000,000 as of the end of any month or (ii) remain less than $10,000,000 for more than ten (10) calendar days after giving effect to any
mandatory prepayment of principal (or the equivalent) under any Residual Financing Agreement." 


    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. 







    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 MORTGAGECAPITAL INC., as Buyer under the Agreement	
 	

NEW CENTURY MORTGAGE CORPORATION, as Seller under the Agreement
	

By:	
 	

    
	
 	

By:	
 	

/s/ Patrick Flanagan

	Name:	 	 	 	Name	 	 
	Title:	 	 	 	Title:	 	Executive Vice President
	

By:	
 	

    
	
 	

NC CAPITAL CORPORATION,
	Name:

Title:	 	 	 	as Seller under the Agreement
	

 	
 	

 	
 	

By:	
 	

/s/ Patrick Flanagan

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	President









    The undersigned guarantor hereby consents and agrees to the foregoing Amendment: 



	

 	
 	

NEW CENTURY FINANCIAL CORPORATION
	

 	
 	

By:	
 	

/s/ Patrick Flanagan
 Name:

Title: Executive Vice President