EXHIBIT 99.1
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NEW CENTURY MORTGAGE CORPORATION
NC CAPITAL CORPORATION
Seller
AND
CDC MORTGAGE CAPITAL INC.
Buyer
AMENDMENT NO. 4
Dated as of March 15, 2002
TO
MASTER REPURCHASE AGREEMENT
Dated as of July 19, 2001
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AMENDMENT NO. 4 (this "Amendment"), dated as of March 15, 2002, by and
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among New Century Mortgage Corporation ("NCMC"), NC Capital Corporation ("NCCC"
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and, together with NCMC, the "Seller"), and CDC Mortgage Capital Inc. ("Buyer"),
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to the Master Repurchase Agreement dated as of July 19, 2001 by and among Seller
and Buyer (the "Agreement").
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All capitalized terms not otherwise defined herein are defined in the
Agreement.
RECITALS
WHEREAS, Seller and Buyer have entered into Agreement;
WHEREAS the Seller has requested the Buyer to agree to amend certain
provisions of the 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:
NOW, THEREFORE, the parties hereby agree that for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Buyers and Seller agree as follows:
SECTION 1. Amendments.
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(a) Provisos (8) through (11) of the definition of "Asset Value" shall be
amended and restated in their entireties to read:
(8) The aggregate Asset Values of C Credit Mortgage Loans and C Minus
Credit Mortgage Loans may not exceed the C/C- Credit Sub-Limit at
any time;
(9) [Reserved];
(10) The aggregate Asset Value of Non-owner Occupied Mortgage Loans
may not exceed $25,000,000;
(11) The aggregate Asset Value of High Cost Mortgage Loans may not
exceed $10,000,000; and
(b) The following definitions shall be amended and restated in their
entireties to read:
"Early Termination Percentage" shall mean 25 basis points (0.25%) less
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0.02 basis points (0.02%) for each calendar month that has elapsed
since the date of this Amendment.
"Jumbo Sub-Limit" shall mean an amount equal to $140,000,000
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"Jumbo(500) Sub-Limit" shall mean an amount equal to $80,000,000.
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"Jumbo(750) Sub-Limit" shall mean an amount equal to $40,000,000.
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"Maximum Amount" shall mean $400,000,000.
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"Second Lien Sub-Limit" shall mean an amount equal to $40,000,000.
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"Second Lien CLTV Sub-Limit" shall mean with respect to Second Lien
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Mortgage Loans with a Combined Loan to Value Ratio of greater than
100%, $20,000,000.
"Sub-Limit" shall mean any of the Web-Ink Sub-Limit, the Second Lien
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Sub-Limit, the Second Lien CLTV Sub-Limit, the Mortgage Loan
Sub-Limit, the Jumbo Sub-Limit, the Jumbo(500) Sub-Limit, the
Jumbo(750) Sub-Limit at any time, and the C/C- Credit Sub-Limit.
"Termination Date" shall mean the date which is 364 days from the date
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hereof which shall be March 14, 2003 or such earlier date on which
this Agreement shall terminate in accordance with the provisions
hereof or by operation of law, as may be extended pursuant to Section
3(n).
"Wet-Ink Sub-Limit" shall mean an amount equal to (i) with respect to
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the first five (5) Business Days of each calendar month, $200,000,000,
(ii) with respect to the last three (3) Business Days of each calendar
month, $200,000,000 and (iii) at all other times, $160,000,000.
(c) The definitions of "C Credit Sub-Limit" and "C Minus Credit Sub-Limit"
shall be deleted. In their place, the following definition shall be inserted:
"C/C- Credit Sub-Limit" shall mean an amount equal to $60,000,000.
(d) Section 3(p) of the Agreement will be amended by inserting after
"$120,000,000", the following:
"; provided for the Test Period ended June 30, 2002 and for each Test
Period thereafter, if the Seller fails to maintain the average
aggregate principal balance of Transactions outstanding for any such
Test Period equal to at least $200,000,000"
(e) Section 8(a) is amended by replacing "Chin-▇▇▇▇ ▇▇▇▇" with "▇▇▇▇
▇▇▇▇▇▇▇"as contact person for Buyer.
SECTION 2. Facility Fee. Upon the execution of this Amendment, the Seller
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shall pay a facility fee to the Buyer equal to the sum of (i) the product of (a)
$200,000,000 and (b) 0.125%, and (ii) the product of (x) $200,000,000, (y) a
quotient, the numerator of which is the number of days that will elapse from and
including July 19, 2002 to but excluding the Termination Date and the
denominator of which is 365, and (z) 0.125%.
SECTION 3. Effectiveness of the Amendment. The Amendment shall be effective
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as of the date first written above.
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SECTION 4. Ratification of Agreement. As amended by this Amendment, the
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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 5. Representations and Warranties. To induce the Buyer to enter
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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 6. No Other Amendments. Except as expressly amended hereby, the
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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 7. Expenses. The Seller agrees to pay and reimburse the Buyer for
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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.
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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.
SECTION 9. Counterparts.
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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.
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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.
CDC MORTGAGECAPITAL INC., as NEW CENTURY MORTGAGE
Buyer under the Agreement CORPORATION, as Seller under the
Agreement
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: Name:
Title: Managing Director Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
Title: Director NC CAPITAL CORPORATION,
as Seller under the Agreement
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title: President
The undersigned guarantor hereby consents and agrees to the foregoing
Amendment:
NEW CENTURY FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title: Vice President