Letter Agreement, dated as of August 11, 2004


 Exhibit 10.1 
  
 EXECUTION COPY 
 As of August 11, 2004 
  
 CDC Mortgage Capital Inc. 
 9 West 57th Street, 36th Floor 
 New York, New York 10019

  
 Attention: Mr. Raymond Sullivan 
  

	 	Re:	Second Amended and Restated Master Repurchase Agreement, dated as of June 23, 2003, as amended (the “Repurchase Agreement”), among CDC Mortgage Capital Inc.
(“Buyer”) and New Century Mortgage Corporation and NC Capital Corporation (each, a “Seller”) 

  
 Ladies and Gentlemen: 
  
 In general, the Termination Date under the Repurchase Agreement is June 23, 2004 unless otherwise extended pursuant to Section 3(m) of the Repurchase
Agreement and pursuant to Waiver and Amendment No. 5 to the Repurchase Agreement (“Amendment No. 5”), certain covenants under the Repurchase Agreement were waived for the period ending on May 15, 2004. Seller and Buyer have entered
into extension letters dated as of June 18, 2004, July 1, 2004, July 15, 2004 and July 29, 2004, whereby the Termination Date and certain waivers of the covenants have been extended until the close of business on July 7, 2004, July 21, 2004, July
30, 2004 and August 15, 2004, respectively. At the present time, the Seller has again requested that the Buyer extend the Termination Date and such waivers. 
  
 In consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Buyer hereby agree as follows: 
  

	1.	Pursuant to Section 3(m) of the Repurchase Agreement, Buyer hereby extends the Termination Date until the close of business on August 30, 2004. 

  

	2.	Each of the parties hereto agrees that the provisions of Amendment No. 5, as amended by the extensions of waiver, are hereby amended by deleting the date August 15, 2004 in each
place that it appears in Amendment No. 5 and substituting therefor the date August 30, 2004. 

  

	3.	Except as described herein, all of the terms of the Repurchase Agreement are hereby ratified and confirmed in all respects. 








	4.	All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the Repurchase Agreement. 

  

	5.	In the event that any provision of this agreement conflicts with any provision of the Repurchase Agreement or the Custodial and Disbursement Agreement, the terms of this agreement
shall control. 

  

	6.	This agreement shall not be assigned by the Seller without the prior written consent of the Buyer, which consent shall be in Buyer’s sole discretion. 


 

	7.	This agreement may be executed in any number of counterparts, each of which shall constitute an original agreement, and all of which together shall constitute one and the same
instrument, and either party hereto may execute this agreement by signing any such counterpart. 

  

	8.	This agreement shall be governed and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles. 


 
 [SIGNATURE PAGE FOLLOWS] 
  

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 Please indicate your acceptance and agreement by signing below where indicated and returning an
originally executed copy of this agreement to Seller. 
  

			
	 Very truly yours,

	
	 NEW CENTURY MORTGAGE CORPORATION

		
	 By:
	 	 /s/ KEVIN CLOYD


	 Name:
	 	 Kevin CLoyd

	 Title:
	 	 Executive Vice President

	
	 NC CAPITAL CORPORATION

		
	 By:
	 	 /s/ KEVIN CLOYD


	 Name:
	 	 Kevin Cloyd

	 Title:
	 	 President



  

			
	 Accepted and Agreed:

	
	 CDC MORTGAGE CAPITAL INC.

		
	 By:
	 	 /s/ JOE PISCINA


	 Name:
	 	 Joe Piscina

	 Title:
	 	 Managing Director

		
	 By:
	 	 /s/ KATHY LYNCH


	 Name:
	 	 Kathy Lynch

	 Title:
	 	 Director