exv10w18



 





Exhibit 10.18




AMENDMENT NO. 5

TO MASTER REPURCHASE AGREEMENT




               AMENDMENT NO. 5, dated as of November 2, 2006 (this “Amendment”), to that certain
Master Repurchase Agreement, dated as of December 12, 2005 (as previously amended, restated,
supplemented or otherwise modified, the “Existing Repurchase Agreement”; as modified hereby
and as further amended, restated, supplemented or otherwise modified and in effect from time to
time, the “Repurchase Agreement”), by and among NC CAPITAL CORPORATION, NEW CENTURY
MORTGAGE CORPORATION, NC ASSET HOLDING, L.P. (successor by conversion to NC Residual II
Corporation), HOME123 CORPORATION and NEW CENTURY CREDIT CORPORATION (collectively, the
“Sellers”, each, a “Seller”), MORGAN STANLEY BANK (“MSB”) and MORGAN
STANLEY MORTGAGE CAPITAL INC. (“MSMCI”, together with MSB, collectively, the
“Buyers”, each, a “Buyer”, and as the agent for the Buyers, in such capacity, the
“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Existing Repurchase Agreement. Unless otherwise stated, all article and
section references used herein refer to the corresponding parts of the Existing Repurchase
Agreement.



RECITALS




               The Sellers, the Buyers and the Agent are parties to the Existing Repurchase Agreement.



               The Sellers, the Buyers and the Agent have agreed, subject to the terms and conditions hereof,
that the Existing Repurchase Agreement shall be modified as 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 Sellers, the Buyers
and the Agent hereby agree as follows:



               SECTION 1. Amendments.



               1.1 The definition of “Applicable Pricing Spread” in Section 1.01 is hereby modified by
deleting the table set forth therein in its entirety and inserting the following table in lieu
thereof:



	 	 	 	 	 
	Type of Eligible Mortgage Loan	 	Applicable Pricing Spread
	Unseasoned Mortgage Loan

	 	 	0.50	%
	 
	 	 	 	 
	Performing Aged Loan

	 	 	0.90	%
	 
	 	 	 	 
	NINA Mortgage Loan

	 	 	0.50	%
	 
	 	 	 	 
	Second Lien Mortgage Loan

	 	 	0.50	%
	 
	 	 	 	 
	30+ Delinquent Mortgage Loan

	 	 	1.00	%
	 
	 	 	 	 
	60+ Delinquent Mortgage Loan

	 	 	1.00	%






 









 






	 	 	 	 	 
	Type of Eligible Mortgage Loan	 	Applicable Pricing Spread
	Defaulted Mortgage Loan

	 	 	1.45	%
	 
	 	 	 	 
	Wet-Ink Mortgage Loan

	 	 	0.50	%
	 
	 	 	 	 
	Discretionary Mortgage Loan

	 	the applicable pricing spread
specified by 

the Agent one (1)
Business Day prior to 

the applicable
Purchase Date

	 
	 	 	 	 
	Repurchased Mortgage Loans

	 	 	1.25	%






               1.2 The definition of “Applicable Purchase Rate” in Section 1.01 is hereby modified by
deleting the table set forth therein in its entirety and inserting the following table in lieu
thereof:



	 	 	 
	Type of Eligible Mortgage Loan	 	Applicable Purchase Rate
	Unseasoned Mortgage Loan
	 	98%
	 
	 	 
	Performing Aged Loan
	 	95%
	 
	 	 
	NINA Mortgage Loan
	 	98%
	 
	 	 
	Second Lien Mortgage Loan
	 	98%
	 
	 	 
	30+ Delinquent Mortgage Loan
	 	85%
	 
	 	 
	60+ Delinquent Mortgage Loan
	 	75%
	 
	 	 
	Wet-Ink Mortgage Loan
	 	98%
	 
	 	 
	Defaulted Mortgage Loan
	 	the applicable BPO Percentage
	 
	 	 
	Discretionary Mortgage Loan
	 	the applicable percentage
	 
	 	specified by the Agent one (1)
	 
	 	Business Day prior to the
	 
	 	applicable Funding Date
	 
	 	 
	Performing first-lien Repurchased
Mortgage Loan
	 	95%
	 
	 	 
	30-59 days Delinquent Repurchased
Mortgage Loan
	 	90%
	 
	 	 
	60-89 days Delinquent Repurchased
Mortgage Loan
	 	80%
	 
	 	 
	90-119 days Delinquent Repurchased
Mortgage Loan
	 	75%
	 
	 	 
	120-270 days Delinquent Repurchased
Mortgage Loan
	 	65%






               1.3 Section 1.01 is hereby modified by deleting the definition of “Broker Price Opinion”
in its entirety and inserting the following in lieu thereof:




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     “‘Broker Price Opinion’ shall mean, with respect to a Purchased Loan, a
broker’s price opinion prepared by a duly licensed real estate broker who has no interest,
direct or indirect, in the Purchased Loan or in the Sellers or any Affiliate of the Sellers
and whose compensation is not affected by the results of the broker’s price opinion, and
which valuation (i) indicates the expected proceeds for a sale of the related Mortgaged
Property and, (ii) with respect to any condominium development or planned unit development
that was not Federal National Mortgage Association or Federal Home Loan Mortgage Corporation
approved, the amount, if any, by which the valuation was decreased as a result of such lack
of approval, and (iii) includes certain assumptions, including those as to the condition of
the exterior and interior of the applicable Mortgaged Property and carrying costs and
expenses incurred during its marketing time. With respect to each Repurchased Mortgage
Loan, the Broker Price Opinion shall be delivered to the Agent in a computer readable format
acceptable to the Seller and shall include, without limitation, the mortgage loan
identification number, the related borrower name and address, the BPO value, date of the
Broker Price Opinion and the name of the Broker Price Opinion broker.”



     1.4 Section 1.01 is hereby modified by deleting the definition of “Eligible Mortgage Loan” in
its entirety and inserting the following in lieu thereof:




     “‘Eligible Mortgage Loan’ shall mean a mortgage loan originated by any Seller
or any Affiliate of any Seller, secured by a first or second mortgage Lien on a one-to-four
family residential property, as to which the representations and warranties in Section 6.10
and Part I and Part II of Schedule 1 hereof are correct; provided,
however, that, in no event shall any Eligible Mortgage Loan be a security for
purposes of any securities or blue-sky laws; and provided, further, however,
that the following mortgage loans shall not be Eligible Mortgage Loans: (1) a mortgage loan
for which the related obligor is subject to a voluntary or involuntary bankruptcy proceeding
or for which the related Mortgaged Property has been acquired through foreclosure,
acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law
in connection with the default of such mortgage loan, (2) a Defaulted Mortgage Loan or
Repurchased Mortgage Loan for which a Broker Price Opinion cannot be obtained, (3) a
mortgage loan that is listed on the Exception Report, and (4) a mortgage loan which shall
have been purchased by the Buyers hereunder, but has not been repurchased by the Sellers
within 180 days of the Purchase Date.”



     1.5 Section 1.01 is hereby modified by deleting the definition of “Loan-to-Value Ratio” or
“LTV” in its entirety and inserting the following in lieu thereof:




     “‘Loan-to-Value Ratio’ or “LTV” shall mean, (i) with respect to any
Purchased Loan other than a Repurchased Mortgage Loan, the ratio of the original outstanding
principal amount of such Purchased Loan to the lesser of (a) the Appraised Value of the
related Mortgaged Property at the time of origination and (b) if the related Mortgaged
Property was purchased within 12 months of the origination of the Purchased Loan, the
purchase price of the Mortgaged Property and (ii) with respect to any Repurchased
Mortgage Loan, the ratio of the original outstanding principal amount of such
Repurchased Mortgage Loan to the lesser of (a) the Appraised Value of the related



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Mortgaged
Property at the time of origination, (b) the valuation indicated by the related Broker Price
Opinion and (c) if the related Mortgaged Property was purchased within 12 months of the
origination of the Repurchased Loan, the purchase price of the Mortgaged Property.”




     1.6 Section 1.01 is hereby modified by deleting the definition of “Mortgage Loan Data File” in
its entirety and inserting the following in lieu thereof:




     “‘Mortgage Loan Data File’ shall mean, with respect to any Eligible Mortgage
Loan (or proposed Eligible Mortgage Loan), a computer-readable file containing information
with respect to such Eligible Mortgage Loan to be delivered by the applicable Seller to the
Agent pursuant to Section 2.02(a) hereof (the data fields of which file are identified on
Annex I to the Custodial Agreement); provided, however, that the Agent may
request additional data fields from time to time in its sole discretion with respect to
Repurchased Mortgage Loans.”




     1.7 Section 1.01 is hereby modified by deleting the definition of “Recognized Value” in its
entirety and inserting the following in lieu thereof:




     “‘Recognized Value’ shall mean, with respect to each Eligible Mortgage Loan,
the lesser of (x) the product of (i) the Market Value of such Eligible Mortgage Loan, and
(ii) the Applicable Purchase Rate for such Eligible Mortgage Loan, and (y) 100% of the
unpaid principal balance of such Eligible Mortgage Loan; provided,




     (a) that the following additional limitations shall apply:




     (i) the aggregate unpaid principal balance of Purchased Loans secured by a
first mortgage lien on the Mortgaged Property that has a LTV greater than 85% shall
not exceed $1,350,000,000;




     (ii) the aggregate unpaid principal balance of the Purchased Loans that are
secured by Mortgaged Properties which are non-owner occupied shall at no time exceed
6% of the Maximum Amount;




     (iii) the aggregate unpaid principal balance of the Second Lien Mortgage Loans
shall at no time exceed 8.5% of the Maximum Amount;




     (iv) the aggregate unpaid principal balance of the Purchased Loans that are
secured by Mortgaged Properties consisting of condominiums shall at no time exceed
6% of the Maximum Amount;




     (v) the aggregate unpaid principal balance of the Purchased Loans that are
secured by Mortgaged Properties consisting of Qualified Manufactured Housing (as
defined in Part III of Schedule 1 hereto) shall at no time exceed 2% of the Maximum
Amount;



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     (vi) the aggregate unpaid principal balance of Purchased Loans secured by
Mortgaged Property located within a single zip code shall not exceed $450,000,000;




     (vii) the aggregate unpaid principal balance of the Purchased Loans which are
30+ Delinquent Mortgage Loans, 60+ Delinquent Mortgage Loans, Defaulted Mortgage
Loans and/or Repurchased Mortgage Loans shall at no time exceed $250,000,000;




     (viii) the aggregate unpaid principal balance of the Purchased Loans with
respect to which the related Mortgagor has received a credit rating of “C” or “C-”,
as determined in accordance with New Century’s Underwriting Guidelines, shall not
exceed $300,000,000;




     (ix) the aggregate unpaid principal balance of the HELOC Mortgage Loans shall
at no time exceed 7% of the Maximum Amount;




     (x) the aggregate unpaid principal balance of the Discretionary Mortgage Loans
shall not exceed 10% of the Maximum Amount;




     (xi) the aggregate unpaid principal balance of the Purchased Loans that are
Wet-Ink Mortgage Loans included shall not exceed $300,000,000;




     (xii) the aggregate unpaid principal balance of all Purchased Loans secured by
a first mortgage lien on a Mortgaged Property that has an LTV greater than 95% and
equal to or less than 100% shall at no time exceed 3% of the Maximum Amount;




     (xiii) the aggregate unpaid principal balance of all Escrow Holdback Loans
shall not exceed $75,000,000;




     (xiv) the aggregate unpaid principal balance of the Purchased Loans which are
interest-only loans shall at no time exceed 30% of the Maximum Amount;




     (xv) the aggregate Purchase Price of the Purchased Loans which are Performing
Aged Loans shall at no time exceed $100,000,000; provided, however,
at no time shall the aggregate Purchase Price of the Purchased Loans which are
Performing Aged Loans exceed 10% of the aggregate Purchase Price of all Purchased
Loans;




     (xvi) the aggregate unpaid principal balance of the Purchased Loans which are
Eligible NINA Mortgage Loans shall at no time exceed 5% of the Maximum Amount; and




     (b) that the Recognized Value shall be deemed to be zero with respect to each Purchased
Loan:



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     (i) in respect of which there is a breach of any representation or warranty set
forth on Schedule 1 hereto (assuming each representation and warranty is made
as of the date the Recognized Value thereof is determined);




     (ii) which ceases to be an Eligible Mortgage Loan for any reason;




     (iii) which is a Nine-Day Aged Wet-Ink Mortgage Loan;




     (iv) with respect to each Purchased Loan, for so long as such Purchased Loan is
a Wet-Ink Mortgage Loan, as to which the Agent, any Buyer or the Custodian shall have
notified the Sellers that the Custodian shall have transferred an amount greater than
$1,000,000 to a single settlement location on a Purchase Date, unless consented to by
the Agent or the Buyers;




     (v) for which any Mortgage Loan Documents have been released from the possession
of the Custodian to a Person other than a third-party purchaser pursuant to Section
5(a) of the Custodial Agreement for a period in excess of 15 days;




     (vi) for which any Mortgage Loan Documents have been released from the
possession of the Custodian to a third-party purchaser pursuant to Section 5(b) of
the Custodial Agreement for a period in excess of that allowed under the Custodial
Agreement;




     (vii) which is secured by a first mortgage lien on a Mortgaged Property that has
an LTV greater than 95% and equal to or less than 100% and has a FICO score less than
600;




     (viii) (except for Performing Aged Loans) which has not been repurchased by the
Sellers within 180 days from the Purchase Date;




     (ix) with respect to each Purchased Loan, for so long as such Purchased Loan is
a Repurchased Mortgage Loan, as to which the Agent has not received a Broker Price
Opinion with respect to the related Mortgaged Property within 30 days following the
related Purchase Date;




     (x) with respect to each Purchased Loan, for so long as such Purchased Loan is a
Repurchased Mortgage Loan, as to which the Custodian has not received the related
Mortgage File within 15 days following the related Purchase Date;




     (xi) which exceeds any limitation set forth in clause (a) above.”




     1.8 Section 1.01 is hereby modified by inserting in proper alphabetical order the following
new defined terms:




     “‘Bailee Letter’ shall mean with respect to any Repurchased Mortgage Loan, any
written acknowledgement delivered to the Agent, which has been executed by a Person whose
business includes the holding of mortgage loans for the benefit of others (and who



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is not the Seller or one of its affilates), in which such Person acknowledges that it
holds such Repurchased Mortgage Loan solely for the benefit of the Agent and undertakes to
deliver such Repurchased Mortgage Loan to the Custodian within a period of time acceptable
to the Agent, such Bailee Letter to be substantially in the form of Exhibit K
hereto.




     ‘Repurchased Mortgage Loan’ shall mean an Eligible Mortgage Loan which has been
rejected for inclusion in a whole loan sale by a third party purchaser or which a Seller was
required to repurchase from a third party purchaser due to an early payment default or
Delinquent Monthly Payment and which is otherwise acceptable to the Buyer in its sole
discretion.




     ‘Repurchased Mortgage Loan Transaction’ shall mean a Transaction in which a
Repurchased Mortgage Loan is the Purchased Loan.”




     1.9 Section 2.02 is hereby modified by deleting clauses (c) — (e) in their entirety and
substituting in lieu thereof the following new clauses (c) — (e):




     “(c) The applicable Seller shall release to the Custodian no later than 1:30 p.m. New
York City time, one (1) Business Day prior to any Purchase Date (in the case of the first
500 Eligible Mortgage Loans delivered in connection with any Transaction) plus one (1)
additional Business Day prior to any Purchase Date (for each additional 250 Eligible
Mortgage Loans in excess thereof delivered in connection with any Purchase Date), the
Mortgage File pertaining to each Eligible Mortgage Loan (other than Repurchased Mortgaged
Loans) sold to the Buyers hereunder on such Purchase Date, in accordance with the terms and
conditions of the Custodial Agreement. With respect to each Repurchased Mortgage Loan
Transaction, the applicable Seller shall release or cause to be released to the Agent no
later than 12:00 noon, New York City time, on the related Purchase Date, a bailee letter
pertaining to each Repurchased Mortgage Loan, substantially in the form of Exhibit K
attached hereto (each, a “Bailee Letter”), with respect to the Repurchased Mortgage
Loans to be sold to the Buyers on such Purchase Date. With respect to each Repurchased
Mortgage Loan Transaction, unless such Repurchased Loan is already held by the Custodian for
the benefit of the Agent, the applicable Seller shall release or cause to be released to the
Custodian no later than fifteen (15) days following the related Purchase Date, the Mortgage
File pertaining to each Repurchased Mortgage Loan sold to the Buyers hereunder on such
Purchase Date, in accordance with the terms and conditions of the Custodial Agreement.




     (d) Pursuant to the Custodial Agreement, the Custodian shall deliver to the Agent and
the Sellers, no later than 1:00 p.m., New York City time on the initial Purchase Date, a
Trust Receipt (as defined in the Custodial Agreement) in respect of all Purchased Loans sold
to the Buyers on such Purchase Date, and a Mortgage Loan Schedule and Exception Report. The
Sellers acknowledge that mortgage loans listed in the Exception Report (other than
Repurchased Loans with respect to which the fifteen (15) day period following the related
Purchase Date for delivery of the Mortgage File has not expired) are not Eligible Mortgage
Loans and the Buyers are not obligated to enter into any Transaction with respect to any
mortgage loan listed as having an exception in any



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Exception Report (unless the applicable exceptions have been waived in writing by the
Agent on behalf of the Buyers).




     (e) Subject to Article V hereof, the Agent will remit to the applicable Seller or
designee of such Seller via wire transfer to the account specified by such Seller in the
related Transaction Request, the aggregate amount of such Purchase Price in funds
immediately available to such Seller or designee.”




     1.10 Article V is hereby modified by inserting the following Section 5.04:




     “Section 5.04 Repurchased Mortgage Loan Transactions. The funding of each
Repurchased Mortgage Loan Transaction on any Business Day is subject to the further
condition precedent that unless such Repurchased Mortgage Loan is held by the Custodian for
the benefit of the Agent pursuant to the terms of the Custodial Agreement, the Agent shall
have received a fully executed Bailee Letter from each applicable third party warehouse
lender/buyer that will retain physical possession of the Mortgage File related to a
Repurchased Mortgage Loan.”




     1.11 Section 11.15 is hereby modified by deleting the first sentence of clause (b) and
inserting the following in lieu thereof:




     “Each Seller acknowledges that the Buyers or the Agent on behalf of the Buyers has the
right to perform quarterly due diligence reviews of each Seller’s operations, including, but
not limited to, a review of (1) the financial condition of the Sellers, (2) loan origination
and servicing guidelines, (3) Broker Price Opinions, (4) Purchased Loan payment history
records, and (5) other corporate due diligence matters at the discretion of the Buyers or
the Agent, as applicable.”




     1.12 Schedule 1 is hereby modified by deleting the first sentence of subpart (b) and inserting
the following in lieu thereof:




     “Other than delinquencies in payment of principal or interest in respect of the 30+
Delinquent Mortgage Loans, 60+ Delinquent Mortgage Loans, Repurchased Mortgage Loans and
Defaulted Purchased Loans, there are no defaults in complying with the terms of the Mortgage
securing the Purchased Loan.”




     1.13 Schedule 1 is hereby modified by deleting subpart (p) in its entirety and inserting the
following in lieu thereof:




     “No Defaults. Other than delinquencies in payment of principal or interest in
respect of the 30+ Delinquent Mortgage Loans, 60+ Delinquent Mortgage Loans, Defaulted
Mortgage Loans and Repurchased Mortgage Loans, there is no default, breach, violation or
event of acceleration existing under the Mortgage or the Mortgage Note and no event has
occurred which, with the passage of time or with notice and the expiration of any grace or
cure period, would constitute a default, breach, violation or event of acceleration, and
neither the Sellers nor, to the Sellers’ knowledge, any of their predecessors have waived
any default, breach, violation or event of acceleration.”



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     1.14 Schedule 1 is hereby modified by deleting subpart (t) in its entirety and inserting the
following in lieu thereof:




     “(t) LTV; CLTV. No Repurchased Mortgage Loan has an LTV greater than 100% and
no Purchased Loan (other than a Repurchased Mortgage Loan) that is secured by a first
mortgage lien on the Mortgaged Property has an LTV greater than 95%, other than Eligible
Mortgage Loans which are secured by a first mortgage lien on a Mortgaged Property that (i)
have an LTV greater than 95% and equal to or less than 100% and (ii) have a minimum FICO
Score of 600; provided, however, the aggregate unpaid principal balance of
all such Purchased Loans shall at no time exceed 3% of the Maximum Amount. No Purchased
Loan that is a Second Lien Mortgage Loan (including, without limitation a Repurchased
Mortgage Loan that is a Second Lien Mortgage Loan) has a CLTV greater than 100%.”




     1.15 Schedule 1 is hereby modified by deleting subpart (qq) in its entirety and inserting the
following in lieu thereof:




     “(qq) Origination Date. Each Purchased Loan that is not a Performing Aged
Loan, a Defaulted Mortgage Loan, a Repurchased Mortgage Loan or a Discretionary Mortgage
Loan was originated within 120 days prior to the related Purchase Date and each Purchased
Loan that is a Defaulted Mortgage Loan was originated within twelve (12) months prior to the
related Purchase Date.”




     1.16 Schedule 1 is hereby modified by deleting subpart (ww) in its entirety and inserting the
following in lieu thereof:




     “(ww) First Payment Defaults. Any default by a Mortgagor in the payment of
the initial payment due on the Purchased Loan (other than a Repurchased Mortgage Loan) was
cured on or before the date on which the second payment was due in respect of such Purchased
Loan.”




     1.17 Part III of Schedule 1 is hereby modified by deleting the definition of “Combined
Loan-to-Value Ratio or CLTV” in its entirety and inserting the following in lieu thereof:




     “‘Combined Loan-to-Value Ratio’ or “CLTV” shall mean (i) with respect
to any Second Lien Mortgage Loan (other than Repurchased Mortgage Loans), the ratio
(expressed as a percentage) of (a) the sum of (x) the original outstanding principal balance
of the mortgage loan constituting the first Lien plus (y) the original outstanding principal
balance of the Second Lien Mortgage Loan to (b) the lesser of (x) the Appraised Value of the
related Mortgaged Property and (y) if the related Mortgaged Property was purchased within 12
months of the origination of the Purchased Loan, the purchase price of the Mortgaged
Property and (ii) with respect to any Second Lien Mortgage Loan which is a Repurchased
Mortgage Loan, the ratio (expressed as a percentage) of (a) the sum of (x) the original
outstanding principal balance of the mortgage loan constituting the first Lien plus (y) the
original outstanding principal balance of the Second Lien Mortgage Loan to the lesser of (a)
the Appraised Value of the related Mortgaged Property at the time of origination, (b) the
valuation indicated by the related Broker Price Opinion



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and (c) if the related Mortgaged Property was purchased within 12 months of the
origination of the Repurchased Loan, the purchase price of the Mortgaged Property.”



               1.18 The Existing Repurchase Agreement is hereby modified by inserting Exhibit K
attached hereto.



               SECTION 2. Conditions Precedent. This Amendment shall become effective on the first
date (the “Amendment Effective Date”) on which all of the following conditions precedent
shall have been satisfied:



               2.1 Delivered Documents. On the Amendment Effective Date, the Agent shall have
received all of the following documents, each of which shall be satisfactory to the Agent in form
and substance:



               (a) Amendment. This Amendment, executed and delivered by a duly authorized officer of
each of the Sellers, the Buyers and the Agent;



               (b) Custodial Agreement Amendment. Amendment No. 1 to the Custodial Agreement,
executed and delivered by a duly authorized officer of each of the parties thereto;



               (c) Other Documents. Such other documents as the Agent or counsel to the Agent may
reasonably request.



               2.2 No Default. On the Amendment Effective Date, (i) each Seller shall be in
compliance with all of the terms and provisions set forth in the Existing Repurchase Agreement on
its part to be observed or performed, (ii) all of the representations and warranties made and
restated by each Seller pursuant to Section 3 of this Amendment shall be true and complete on and
as of such date with the same force and effect as if made on and as of such date and (iii) no
Default or Event of Default shall have occurred and be continuing on such date.



               SECTION 3. Representations and Warranties. Each Seller hereby represents and warrants
to the Agent and the Buyers that it is in compliance with all of the terms and provisions set forth
in the Repurchase Documents on its part to be observed or performed and that no Default or Event of
Default has occurred or is continuing. Each Seller hereby confirms and reaffirms the
representations and warranties contained in Section 6 of the Repurchase Agreement.



               SECTION 4. Limited Effect. Except as expressly modified by this Amendment, the
Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in
accordance with its terms; provided, however, that upon the Amendment Effective
Date, all references herein and therein to the “Repurchase Documents” shall be deemed to include,
in any event, this Amendment and each reference to the Repurchase Agreement in any of the
Repurchase Documents shall be deemed to be a reference to the Existing Repurchase Agreement as
modified hereby.



               SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto
on any number of separate counterparts, each of which shall be an original and all



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of which taken together shall constitute one and the same instrument. Delivery of an executed
signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission
shall be effective as delivery of an executed original counterpart of this Amendment.




               SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



[SIGNATURES FOLLOW]




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



	 	 	 	 	 
	 	SELLERS





NC CAPITAL CORPORATION

 	 
	 	By:  	/s/ Karl Weiss
 	 
	 	 	Name:  	Karl Weiss 	 
	 	 	Title:  	SVP, Secondary Marketing 	 
	 



	 	 	 	 	 
	 	NEW CENTURY MORTGAGE CORPORATION

 	 
	 	By:  	/s/ Karl Weiss
 	 
	 	 	Name:  	Karl Weiss 	 
	 	 	Title:  	SVP, Secondary Marketing 	 
	 



	 	 	 	 	 
	 	 	NC ASSET HOLDING, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	NC DELTEX, LLC, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	NC Capital Corporation, its sole member and manager






	 	 	 	 	 
	 	 	 
	 	By:  	                                                  /s/ Karl Weiss
 	 
	 	 	Name:  	Karl Weiss 	 
	 	 	Title:  	SVP, Secondary Marketing 	 
	 



	 	 	 	 	 
	 	HOME123 CORPORATION

 	 
	 	By:  	/s/ Karl Weiss
 	 
	 	 	Name:  	Karl Weiss 	 
	 	 	Title:  	SVP, Secondary Marketing 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NEW CENTURY CREDIT CORPORATION

 	 
	 	By:  	/s/ Karl Weiss
 	 
	 	 	Name:  	Karl Weiss 	 
	 	 	Title:  	SVP, Secondary Marketing 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK,

as a Buyer

 	 
	 	By:  	/s/ Andrew B. Neuberger
 	 
	 	 	Name:  	Andrew B. Neuberger 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	MORGAN STANLEY MORTGAGE CAPITAL INC., 

as a Buyer and as the Agent

 	 
	 	By:  	/s/ Andrew B. Neuberger
 	 
	 	 	Name:  	Andrew B. Neuberger 	 
	 	 	Title:  	Vice President