**Exhibit 10.5**

 

**AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED MASTER**

**REPURCHASE AGREEMENT**

 

AMENDMENT NO. 6 (this “Amendment”), dated as of July 31, 2005, by and among IXIS Real Estate Capital Inc., a New York corporation, having an address at 9 West 57th Street, 36th Floor, New York, New York 10019 (“Buyer”), New Century Mortgage Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCMC”),NC Residual II Corporation, a Delaware corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCRC”), NC Capital Corporation, a California corporation, having an address at 18400 Von Karman, Suite1000, Irvine, California 92612 (“NCCC”) and New Century Credit Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“New Century”, and together withNCMC, NCCC and NCRC, “Seller”) to the Third Amended and Restated Master Repurchase Agreement, dated as of September 10, 2004, as amended by that certain Amendment and Joinder to Third Amended and Restated Master RepurchaseAgreement, dated as of September 29, 2004, as amended by Amendment No. 2, dated as of January 10, 2005, as amended by Amendment No. 3, dated as of March 7, 2005, as amended by Amendment No. 4, dated as of May 5,2005, as amended by Amendment No. 5, dated as of May 27, 2005, each by and between Seller and Buyer (the “Existing Repurchase Agreement” and as amended by this Amendment No. 6, as may be amended from time to time, the“Repurchase Agreement”). Unless otherwise defined herein, terms defined in the Repurchase Agreement are used herein as therein defined. 

 

RECITALS 

 

WHEREAS, Seller and Buyer are parties to the Existing Repurchase Agreement and the Seller has requested the Buyer to agree to amend certain provisions ofthe Existing Repurchase 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 andvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller and the Buyer hereby agree as follows: 

 

Section 1. Amendments. 

 

(a) Section 2 is hereby amended by deleting the definition of “Mortgage Loan Sub-Limit” in its entirety and replacing it with thefollowing: 

 

““Mortgage Loan Sub-Limit”shall mean $1,500,000.” 

(b) Section 2 is hereby amended by deleting the definition of “Condominium and PUDSub-Limit” in its entirety and replacing it with the following: 

 

““Condominium and PUD Sub-Limit” shall mean an amount not to exceed $150,000,000, provided Buyer shall have the right, upon written notice to Seller, from time to time to reduce the Condominium and PUD Sub-Limit to an amountnot less than 15% of the outstanding Purchase Price of Transactions.” 

 

(c) Section 2 is hereby amended by deleting the definition of “Jumbo Sub-Limit” in its entirety and replacing it with the following: 

 

““Jumbo Sub-Limit” shall mean an amount not to exceed $280,000,000, provided Buyer shall have the right, uponwritten notice to Seller, from time to time to reduce the Jumbo Sub-Limit to an amount not less than 29% of the outstanding Purchase Price of Transactions.” 

 

(d) Section 2 is hereby amended by adding the following definitions therein in the appropriate alphabetical order:

 

““Super Jumbo Mortgage Loans” shall mean eachMortgage Loan with a principal balance as of origination of more than $1,000,000 but less than $1,500,000.” 

 

““Super Jumbo Sub-Limit” shall mean an amount not to exceed $35,000,000, provided Buyer shall have the right, upon written notice toSeller, from time to time to reduce the Super Jumbo Sub-Limit to an amount not less than 5% of the outstanding Purchase Price of Transactions.” 

 

(e) Section 2 is hereby amended by inserting the words “or Super Jumbo Sub-Limit” prior to the words “at any time” and deleting“at any time” in the definition of “Sub-Limit.” 

 

(f) Section 2 is hereby amended by renumbering clauses (8) through (13) in the definition of “Asset Value” as clauses (9) through (14) and inserting the following prior to the renumbered clause (9):

 

“(8) the aggregate Asset Value of Super Jumbo MortgageLoans may not exceed the Super Jumbo Sub-Limit at any time;” 

 

(g) Section 2 is hereby amended by renumbering provisions (vii) through the second occurrence of (ix) in the definition of “Class” as provisions (viii) through (xv) and inserting the following prior to therenumbered provision (viii): 

 

“(vii) a Super JumboMortgage Loan,” 

 

Section 2. Effectiveness of theAmendment. 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 Repurchase Agreement is in all respectsratified and confirmed and the Repurchase 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, theSeller hereby represents and warrants to the Buyer that, after giving effect to the amendments provided for herein, the representations and warranties contained in the Repurchase Agreement and the other Repurchase Documents will be true and correctin 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 Repurchase Agreement and the other Repurchase Documents shall remain infull 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 thisAmendment, 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. 

 

**[SIGNATURE PAGE FOLLOWS]**

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respectiveofficers as of the day and year first above written. 

 

IXIS REAL ESTATE CAPITAL INC.
By: 
/s/ Anthony Malanga
  
Name:
 
Anthony Malanga
  
Title:
 
Managing Director

By:
 
/s/ Kathy Lynch
  
Name:
 
Kathy Lynch
  
Title:
 
Director

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

NC RESIDUAL II CORPORATION

By:
 /s/ Kevin Cloyd  
Name:
 
Kevin Cloyd
  
Title:
 
Executive Vice President

NEW CENTURY CREDIT CORPORATION

By:
 /s/ Kevin Cloyd  
Name:
 
Kevin Cloyd
  
Title:
 
Executive Vice President