exv10w23



 







Exhibit 10.23




AMENDMENT NUMBER EIGHTEEN

to the

Master Repurchase Agreement

dated as of May 30, 2002

by and between

NEW CENTURY FUNDING SB-1, a Delaware statutory trust

and

CITIGROUP GLOBAL MARKETS REALTY CORP.

(as successor to SALOMON BROTHERS REALTY CORP.)




     This AMENDMENT NUMBER EIGHTEEN (this “Amendment Number Eighteen”) is made this 31st day of
July, 2006, by and among NEW CENTURY FUNDING SB-1, a Delaware statutory trust, having an address at
c/o Christiana Bank & Trust Company, 1314 King Street, Wilmington, Delaware, 19801 (“NC SB-1”) and
CITIGROUP GLOBAL MARKETS REALTY CORP. (as successor to Salomon Brothers Realty Corp.), having an
address at 390 Greenwich Street, New York, New York 10013 (the “Buyer”) to the Master Repurchase
Agreement, dated as of May 30, 2002, between NC SB-1 and the Buyer, as amended (the “Agreement”).



RECITALS




     WHEREAS, the Buyer and NC SB-1 have agreed to amend the Agreement to extend the termination
date thereof; and



     WHEREAS, as of the date of this Amendment Number Eighteen, NC SB-1 represents to the Buyer
that it is in compliance with all of the representations and warranties and all of the affirmative
and negative covenants set forth in the Agreement and is not in default under the Agreement.



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



     SECTION 1. Effective as of July 31, 2006, Section 27 of the Agreement shall be amended by
substituting “August 1, 2006” for “July 31, 2006” in clause (i) thereof.



     SECTION 2. Representations. In order to induce the Buyer to execute and deliver this
Amendment Number Eighteen, the Seller hereby represents to the Buyer that as of the date hereof,
after giving effect to this Amendment Number Eighteen, the Seller is in full compliance with all of
the terms and conditions of the Agreement and the Letter Agreement and no Default, Event of Default
or Material Adverse Change has occurred under the Agreement.



     SECTION 3. Fees and Expenses. The Seller agrees to pay to the Buyer all fees and out
of pocket expenses incurred by the Buyer in connection with this Amendment Number Eighteen and all
other related documentation (including all reasonable fees and



 









 







out of pocket costs and expenses of the Buyer’s legal counsel incurred in connection with the
foregoing documents), in accordance with Section 22 of the Agreement.



     SECTION 4. Defined Terms. Any terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Master Repurchase Agreement.



     SECTION 5. Limited Effect. This Amendment Number Eighteen shall become effective upon
the execution hereof by the parties hereto. Except as expressly amended and modified by this
Amendment Number Eighteen, the Master Repurchase Agreement shall continue in full force and effect
in accordance with its terms. Reference to this Amendment Number Eighteen need not be made in the
Master Repurchase Agreement or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to, or with respect to, the
Master Repurchase Agreement, any reference in any of such items to the Master Repurchase Agreement
being sufficient to refer to the Master Repurchase Agreement as amended hereby.



     SECTION 6. GOVERNING LAW. THIS AMENDMENT NUMBER EIGHTEEN SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF
LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).



     SECTION 7. Counterparts. This Amendment Number Eighteen may be executed by each of
the parties hereto on any number of separate counterparts, each of which shall be an original and
all of which taken together shall constitute one and the same instrument.



[Signature Page Follows]





 









 









     IN WITNESS WHEREOF, the Buyer and the Seller have caused this Amendment Number Eighteen to be
executed and delivered by their duly authorized officers as of the day and year first above
written.



	 	 	 	 	 	 	 
	 	 	NEW CENTURY FUNDING SB-1  
	 
	 	 	 	 	 	 
	 	 	By: Christiana Bank & Trust Company, not in
	 	 	its individual capacity but solely as owner trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis W. Geibel	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Louis W. Geibel	 	 
	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS REALTY CORP.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bobbie Theivakumaran	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Bobbie Theivakumaran	 	 
	 	 	Title:   Authorized Agent	 	 






     Each of the undersigned Guarantors under the Amended and Restated Guaranty and Pledge
Agreement dated as of October 1, 2004, as amended, hereby acknowledges and agrees to the amendments
and modifications to the Master Repurchase Agreement made pursuant to this Amendment Number
Eighteen.



	 	 	 	 	 
	NEW CENTURY MORTGAGE CORPORATION  
	 
	 	 	 	 
	By:

	 	/s/ Karl Weiss	 	 
	 

	 	 	 	 
	Name:   Karl Weiss	 	 
	Title:     SVP	 	 
	 
	 	 	 	 
	NEW CENTURY FINANCIAL CORPORATION
	(f/k/a New Century REIT, Inc.)
	 
	 	 	 	 
	By:

	 	/s/ Kevin Cloyd	 	 
	 

	 	 	 	 
	Name: Kevin Cloyd	 	 
	Title:   EVP	 	 
	 
	 	 	 	 
	By:

	 	/s/ Brad A. Morrice	 	 
	 

	 	 	 	 
	Name: Brad A. Morrice	 	 
	Title:   President and CEO