exv10w22



 







Exhibit 10.22




AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT




     AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made and entered
into as of July 17, 2006, among DB Structured Products, Inc. (“DBSP” or the “Committed
Buyer”), Aspen Funding Corp. (“Aspen”), Newport Funding Corp. (“Newport”),
Gemini Securitization Corp., LLC (“Gemini” and, together with Aspen and Newport, each a
“Noncommitted Buyer” and collectively, the “Noncommitted Buyers” and, together with
the Committed Buyer, each a “Buyer” and collectively, the “Buyers”), and New
Century Mortgage Corporation (“NCMC”), New Century Credit Corporation (“NC
Credit”), Home123 Corporation (“Home123”) and NC Capital Corporation (“NCCC”;
together with NCMC, NC Credit and Home123, each a “Seller” and collectively, the
“Sellers”).



WITNESSETH :




     WHEREAS, the Seller and the Buyers are parties to a certain Master Repurchase Agreement dated
as of September 2, 2005 (the “Existing Agreement”; and as amended by this Amendment, the
“Master Repurchase Agreement”); and



     WHEREAS, the parties hereto desire to further amend the Existing Agreement in the manner, and
on the terms and conditions, herein provided.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and
valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the
parties hereto agree as follows:



     1. Definitions. Unless otherwise defined herein, all terms used herein which are
defined in the Existing Agreement shall have the meanings assigned thereto in the Existing
Agreement.



     2. Amendment to Existing Agreement.



     (a) Section 1 of the Existing Agreement is hereby amended by adding the following definitions
in the appropriate alphabetical order:




     “50/30 Mortgage Loan” shall mean a Mortgage Loan which provides for
amortization of the principal thereof over a 30 year period based on a 50 year amortization
schedule.




     “40/30 Mortgage Loan” shall mean a Mortgage Loan which provides for
amortization of the principal thereof over a 30 year period based on a 40 year amortization
schedule.




     “40 Year Mortgage Loan” shall mean a Mortgage Loan (other than a 40 year Option
ARM Mortgage Loan) which provides for amortization of the principal thereof over a 40 year
period.




     “40 Year Option ARM Mortgage Loan” shall mean an Option ARM Mortgage Loan which
provides for amortization of the principal thereof over a 40 year period.



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     (b) Schedule B to the Existing Agreement is hereby amended by:




     (i) deleting paragraph (n) thereof and substituting, in lieu thereof, the following:




	 	(n)	 	LTV. Each first lien Mortgage Loan has an LTV less than or equal to
100%. Each Mortgage Loan either (i) has a CLTV less than or equal to 100% or (ii) (A)
has a CLTV less than or equal to 105%, (B) has been underwritten and closed according
to the standards associated with a Fannie Mae-approved program or CitiMortgage,
Inc.-approved program or a program of another investor acceptable to the Committed
Buyer, as evidenced by a written approval from the Committed Buyer, and (C) is covered
by a mandatory takeout commitment or other takeout commitment with locked pricing from
Fannie Mae, CitiMortgage, Inc. or other investor acceptable to the Committed Buyer (and
the related Seller has provided to the Committed Buyer documentation satisfactory in
form and substance to the Committed Buyer evidencing such takeout commitment).






     (ii) deleting the following sentence of paragraph (t):




The Mortgage Note (unless it evidences an Interest-Only Mortgage Loan, Balloon Loan,
HELOC or One Time Close Loan) is payable on the first day of each month in equal
monthly installments of principal and interest (which interest is calculated and
payable in arrears), which installments of principal are sufficient to amortize the
Mortgage Loan fully by the stated maturity date over an original term of not more
than 30 years from commencement of amortization.




and substituting, in lieu thereof, the following:




The Mortgage Note (unless it evidences an Interest-Only Mortgage Loan, Balloon Loan,
HELOC, One Time Close Loan, Option ARM Mortgage Loan, 40/30 Mortgage Loan, 50/30
Mortgage Loan or 40 Year Mortgage loan) is payable on the first day of each month in
equal monthly installments of principal and interest (which interest is calculated
and payable in arrears), which installments of principal are sufficient to amortize
the Mortgage Loan fully by the stated maturity date over an original term of not
more than 30 years from commencement of amortization. The Mortgage Note (if it
evidences a 40 Year Option ARM Mortgage Loan or 40 year Mortgage Loan) is payable on
the first day of each month in installments of principal and interest (which
interest is calculated and payable in arrears), which installments are sufficient to
amortize the Mortgage Loan fully by the stated maturity date over an original term
of not more than 40 years from commencement of amortization. When installments of
principal on each Mortgage Note which evidences an Option ARM Mortgage Loan (other
than a 40 Year Option ARM Mortgage Loan), 40/30 Mortgage Loan or 50/30 Mortgage Loan
become payable, such installments will be payable in installments of principal
(potentially including a balloon payment) sufficient to amortize the Mortgage Loan
fully by the stated maturity date, over an original term of not more than 30 years
after funds were disbursed in connection with the Mortgage Loan.



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     and (iii) deleting paragraph (tt) and substituting, in lieu thereof, the following:




	 	(tt)	 	FICO Score. In the case of a Subprime Mortgage Loan, the FICO score of
the related Mortgagor was at least 500 on the Origination Date. In the case of an
Alt-A Mortgage Loan, either (i) the FICO score of the related Mortgagor was at least
600 on the Origination Date or (ii) such Alt-A Mortgage Loan meets the underwriting
criteria of a takeout investor acceptable to the Committed Buyer. In the case of an
Option ARM Mortgage Loan, the FICO score of the related Mortgagor was at least 620 on
the Origination Date.





     3. Limitations. The amendments set forth in Section 2 above are limited precisely as
written and shall not be deemed to (x) be a consent to any waiver of, or modification of, any other
term or condition of the Existing Agreement, or any of the documents referred to therein or (y)
prejudice any right or rights which the Buyers may now have or may have in the future under or in
connection with the Master Repurchase Agreement, or any of the documents referred to therein.
Except as expressly amended hereby, the terms and provisions of the Existing Agreement shall remain
in full force and effect.



     4. Fees and Expenses. The Seller agrees to promptly pay after being billed by a
Buyer any legal fees and expenses incurred by such Buyer in connection with the preparation and
execution of this Amendment.



     5. Representations and Warranties. Each of the parties hereto severally represents
and warrants that all acts, filings and conditions required to be done and performed and to have
happened (including, without limitation, the obtaining of necessary governmental approvals) prior
to the entering into of this Amendment to constitute this Amendment and the Existing Agreement as
amended hereby the duly authorized, legal, valid and binding obligation of such party, enforceable
in accordance with its terms, have been done, performed and have happened in due and strict
compliance with all applicable laws.



     6. Effectiveness. This Amendment shall become effective as of July 17, 2006, when:




     (a) each of the parties hereto shall have executed a counterpart hereof and
delivered the same to the Buyers;




     (b) NCFC shall have executed a Consent and Acknowledgment, substantially in
the form of Annex A hereto, and delivered the same to the Buyers;




     (c) the Buyers shall have received executed counterparts of Amendment No. 1 to
the Fee Letter; and




     (d) the Buyers shall have received any other documents relating to this
Amendment reasonably requested by the Buyers.



     7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



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     8. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be regarded as the original and all of which shall constitute one and the same
agreement.



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




	 	 	 	 	 
	 	BUYERS:



DB STRUCTURED PRODUCTS, INC.

 	 
	 	By:  	/s/ Glenn Minkoff
 	 
	 	 	Name:  	Glenn Minkoff 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ John McCarthy
 	 
	 	 	Name:  	John McCarthy 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	ASPEN FUNDING CORP.

 	 
	 	By:  	/s/ Evelyn Echevarria
 	 
	 	 	Name:  	Evelyn Echevarria 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	NEWPORT FUNDING CORP.

 	 
	 	By:  	/s/ Evelyn Echevarria
 	 
	 	 	Name:  	Evelyn Echevarria 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	GEMINI SECURITIZATION CORP., LLC

 	 
	 	By:  	Gemini Member Corp., as sole member
 	 
	 	 	 
	 	By:  	                                              /s/ R. Douglas Donaldson
 	 
	 	 	Name:  	R. Douglas Donaldson 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SELLERS:



NEW CENTURY MORTGAGE CORPORATION

 	 
	 	By:  	/s/ Brad A. Morrice
 	 
	 	 	Name:  	Brad A. Morrice 	 
	 	 	Title:  	President and CEO 	 
	 



	 	 	 	 	 
	 	NEW CENTURY CREDIT CORPORATION

 	 
	 	By:  	/s/ Brad A. Morrice
 	 
	 	 	Name:  	Brad A. Morrice 	 
	 	 	Title:  	CEO 	 
	 



	 	 	 	 	 
	 	HOME123 CORPORATION

 	 
	 	By:  	/s/ Brad A. Morrice
 	 
	 	 	Name:  	Brad A. Morrice 	 
	 	 	Title:  	Chairman and CEO 	 
	 



	 	 	 	 	 
	 	NC CAPITAL CORPORATION

 	 
	 	By:  	/s/ Brad A. Morrice
 	 
	 	 	Name:  	Brad A. Morrice 	 
	 	 	Title:  	Chairman and CEO