Amendment No. 3 to Third Amended and Restated Master Purchase Agreement


 Exhibit 10.1 
  
 EXECUTION COPY 
  
 AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT 
  
 AMENDMENT NO. 3 (this “Amendment”), dated as of March 7, 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, Suite 1000, 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 with NCMC, 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 Repurchase Agreement, dated as of September 29, 2004, as amended by Amendment No. 2 to Third Amended and Restated Master Repurchase Agreement, dated as of January 10, 2005, each by and between Seller
and Buyer, (the “Existing Agreement” and as amended by this Amendment No. 3, as may be amended from time to time, the “Repurchase Agreement”). Unless otherwise defined herein, terms defined in the Agreement are used
herein as therein defined. 
  
 RECITALS 
  
 WHEREAS, Seller and Buyer are parties to the Existing Agreement and the
Seller has requested the Buyer to agree to amend certain provisions of the 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 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) The definition of Interest Sub-Limit is hereby deleted in its entirety and replaced with the following: 
  
 ““Interest-Only Sub-Limit” shall mean
$210,000,000.” 
  
 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 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. 
  

[SIGNATURE PAGE FOLLOWS] 






 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. 
  

			
	 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