AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENT
Exhibit 10.14
AMENDMENT NO. 6
TO MASTER REPURCHASE AGREEMENT
TO MASTER REPURCHASE AGREEMENT
Amendment No. 6, dated as of September 18, 2006 (this “Amendment”), among CREDIT
SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Buyer”), NEW CENTURY MORTGAGE CORPORATION, NC
CAPITAL CORPORATION, NC ASSET HOLDING, L.P., NEW CENTURY CREDIT CORPORATION, LOAN PARTNERS
MORTGAGE, LTD., KINGSTON MORTGAGE COMPANY, LTD., COMPUFUND MORTGAGE COMPANY, LTD, WRT FINANCIAL
LIMITED PARTNERSHIP, PEACHTREE RESIDENTIAL MORTGAGE, L.P., RESIDENTIAL PRIME LENDING LIMITED
PARTNERSHIP, TEAM HOME LENDING, LTD., XXXXXX BUTTES MORTGAGE, L.P., MIDWEST HOME MORTGAGE LTD,
AUSTIN MORTGAGE, L.P., CAPITAL PACIFIC HOME LOANS, L.P., GOLDEN OAK MORTGAGE, L.P., SCFINANCE LP,
AD ASTRA MORTGAGE, LTD, HOME123 CORPORATION AND NEW CENTURY MORTGAGE VENTURES, LLC (each a
“Seller” and, collectively, the “Sellers”) and NEW CENTURY FINANCIAL CORPORATION,
the (“Guarantor”).
RECITALS
The Sellers, the Buyer and the Guarantor are parties to that certain Master Repurchase
Agreement, dated as of December 22, 2004, as amended by Amendment No. 1, dated as of August 26,
2005, Amendment No. 2, dated as of September 2, 2005, Amendment No. 3, dated as of November 30,
2005, Amendment No. 4, dated as of December 30, 2005 and Amendment No. 5, dated as of April 27,
2006 (the “Existing Repurchase Agreement”, as amended by this Amendment, the
“Repurchase Agreement”). The Guarantor is a party to that certain Guaranty (the
“Guaranty”), dated as of December 22, 2004, as the same may be amended from time to time,
by the Guarantor in favor of the Buyer. Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Existing Repurchase Agreement and the Guaranty.
The Buyer, the Sellers and the Guarantor have agreed, subject to the terms and conditions of
this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon
revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending
the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the
Guaranty on the date hereof.
Accordingly, the Buyer, the Sellers and the Guarantor hereby agree, in consideration of the
mutual premises and mutual obligations set forth herein, that the Existing Repurchase Agreement is
hereby amended as follows:
SECTION 1. Termination of Certain Sellers. As of the date hereof, each of Golden Oak
Mortgage, L.P., ScFinance LP and WRT Financial Limited Partnership shall no longer be a Seller
under the Repurchase Agreement. The Buyer hereby releases each of Golden Oak Mortgage, L.P.,
ScFinance LP and WRT Financial Limited Partnership from all of its obligations under the Existing
Repurchase Agreement other than those obligations which by their
terms otherwise survive the termination of the Repurchase Agreement which shall continue to
bind Golden Oak Mortgage, L.P., ScFinance LP and WRT Financial Limited Partnership. All references
to “Seller” under the Repurchase Agreement shall be deemed to exclude Golden Oak Mortgage, L.P.,
ScFinance LP and WRT Financial Limited Partnership.
SECTION 2. Definitions.
2.1 Section 1 of the Existing Repurchase Agreement is hereby amended by adding the
following definitions in their proper alphabetical order:
“40/30 Mortgage Loan” means a Mortgage Loan which has an original term to maturity of
not more than thirty years from commencement of amortization, with a balloon payment in year thirty
based upon a forty year amortization schedule.
“50/30 Mortgage Loan” means a Mortgage Loan which has an original term to maturity of
not more than thirty years from commencement of amortization, with a balloon payment in year thirty
based upon a fifty year amortization schedule.
“Escrow Holdback Loan” means a Mortgage Loan (a) as to which the Seller has either not
funded a portion of its proceeds or has funded such a portion in escrow, with the disbursement of
such portion conditioned upon the satisfaction of the requirements of a written agreement
specifying one or more conditions relating to the completion, repair or refurbishment of property
covered by the Mortgage and (b) for which the related Mortgagor has a FICO score greater than 620.
“Manufactured Home Mortgage Loan” shall mean a Mortgage Loan (a) secured by a
Mortgaged Property which is a manufactured home and (b) for which the related Mortgagor has a FICO
score greater than 680.
“Option ARM” means an adjustable rate mortgage with flexible payment options (a) which
the Mortgagor may pay a low rate for the initial Monthly Payments and a substantially higher rate
in the later years of such Mortgage; (b) which is underwritten in accordance with the Underwriting
Guidelines and (c) for which the related Mortgagor has a FICO score greater than 660.
2.2 Section 1 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Mortgage Loan” in its entirety and replacing it with the following
definition:
“Mortgage Loan” means any Escrow Holdback Loan, 40/30 Mortgage Loan, 50/30 Mortgage
Loan, Manufactured Home Mortgage Loan, Option ARM, Forty-Year Mortgage Loan, Co-op Loan, Sub-Prime
Mortgage Loan, Exception Mortgage Loan, Jumbo Mortgage Loan, Alt A Mortgage Loan, Second Lien
Mortgage Loan, HELOC or Conforming Mortgage Loan which is a fixed or floating-rate,
one-to-four-family residential mortgage or home equity loan evidenced by a promissory note and
secured by a mortgage, which satisfies the requirements set forth in the Underwriting Guidelines
and Section 14(b) hereof; provided, however, that, except as expressly approved in writing by the
Buyer, Mortgage Loans shall not include any “high-LTV” loans (i.e., a mortgage loan having
a loan-to-value ratio in excess of
100% (or, with respect to High CLTV Mortgage Loans, 105%) or in excess of such lower
percentage set forth in the Underwriting Guidelines or with respect to Second Lien Mortgage Loans,
a combined loan-to value ratio in excess of the lower of (i) the percentage specified in the
Underwriting Guidelines or (ii) 100% (or, with respect to High CLTV Mortgage Loans, 105%)) or any
High Cost Mortgage Loans, and provided, further, however, that the origination date with respect to
such Mortgage Loan is no earlier than ninety (90) days prior to the related Purchase Date.
SECTION 3. Schedules. Schedule 1 to the Existing Repurchase Agreement is
hereby amended by deleting subsections (h), (k), (r) and (jj) in their entirety and replacing them
with the following language:
“(h) Location and Type of Mortgaged Property. The Mortgaged Property is located in an
Acceptable State as identified in the Custodial Mortgage Loan Schedule and consists of a single
parcel of real property with a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit in a low-rise condominium project, or an
individual unit in a planned unit development or a manufactured housing unit or a de minimis
planned unit development; provided, however, that any condominium unit or planned unit development
shall conform with the applicable Xxxxxx Xxx and Xxxxxxx Mac requirements regarding such dwellings
or shall conform to underwriting guidelines acceptable to the Buyer in its sole discretion and that
no residence or dwelling is a mobile home. In the case of any Manufactured Home Mortgage Loan, (i)
such Manufactured Home Mortgage Loan conforms with the applicable Underwriting Guidelines regarding
mortgage loans related to manufactured dwellings, (ii) the related manufactured dwelling is
permanently affixed to the land, (iii) the related manufactured dwelling and the related land are
subject to a Mortgage properly filed in the appropriate public recording office and naming the
Seller as mortgagee, (iv) the applicable laws of the jurisdiction in which the related Mortgaged
Property is located will deem the manufactured dwelling located on such Mortgaged Property to be a
part of the real property on which such dwelling is located, and (v) such Manufactured Home
Mortgage Loan is (x) a qualified mortgage under Section 860G(a)(3) of the Internal Revenue Code of
1986, as amended and (y) secured by manufactured housing treated as a single family residence under
Section 25(e)(10) of the Code. No portion of the Mortgaged Property is used for commercial
purposes; provided, however, that the Mortgaged Property may be a mixed use property if such
Mortgaged Property conforms to underwriting guidelines acceptable to the Buyer in its sole
discretion.”
“(k) Full Disbursement of Proceeds. Except with respect to HELOCs or Escrow Holdback
Loans, there is no further requirement for future advances under the Mortgage Loan, and any and all
requirements as to completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or
closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due under the Mortgage Note or the Mortgage.”
“(r) Origination; Payment Terms. The Mortgage Loan was originated by or in
conjunction with a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
Sections 203 and 211 of the National Housing Act, a savings and loan association, a
savings bank, a commercial bank, credit union, insurance company or similar banking
institution
which is supervised and examined by a federal or state authority. Other than with
respect to HELOCs, principal and/or interest payments on the Mortgage Loan commenced no more than
60 days after funds were disbursed in connection with the Mortgage Loan. The Mortgage Interest
Rate is adjusted, with respect to adjustable rate Mortgage Loans, on each Interest Rate Adjustment
Date to equal the Index plus the Gross Margin (rounded up or down to the nearest .125%), subject to
the Mortgage Interest Rate Cap. Other than with respect to a HELOC, or the Credit Line Agreement
with respect to a HELOC, the Mortgage Note is payable on the first day of each month in equal
monthly installments of principal and/or interest (subject to a balloon payment in the case of
Balloon Loans, 40/30 Mortgage Loans and 50/30 Mortgage Loans and subject to an “interest only”
period in the case of Interest Only Loans), which installments of interest, with respect to
adjustable rate Mortgage Loans are subject to change on the Interest Rate Adjustment Date and with
respect to Interest Only Loans are subject to change on the Interest Only Adjustment Date, and due
to the adjustments to the Mortgage Interest Rate on each Interest Rate Adjustment Date, with
interest calculated and payable in arrears, 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 (except with respect to any Forty-Year Mortgage Loan, 40/30 Mortgage Loan or 50/30
Mortgage Loan). With respect to HELOCs, the related Mortgagor may request advances up to the
Credit Limit within the first ten years following the date of origination. Each HELOC will
amortize within 30 years from the date of origination. The Due Date of the first payment under the
Mortgage Note is no more than 60 days from the date of the Mortgage Note. The Mortgage Note is
payable in Dollars.”
“(jj) Capitalization of Interest. Other than with respect to Option ARMs, the
Mortgage Note does not by its terms provide for the capitalization or forbearance of interest.”
SECTION 4. Conditions Precedent. This Amendment shall become effective as of the date
hereof (the “Amendment Effective Date”), subject to the satisfaction of the following
conditions precedent:
4.1 Delivered Documents. On the date hereof, the Buyer shall have received the
following documents, each of which shall be satisfactory to the Buyer in form and substance:
(a) this Amendment, executed and delivered by the Guarantor and duly authorized
officers of the Buyer and the Sellers;
(b) Amendment No. 6 to the Pricing Side Letter, executed and delivered by duly
authorized officers of the Buyer, the Sellers and the Custodian; and
(c) such other documents as the Buyer or counsel to the Buyer may reasonably request.
SECTION 5. Representations and Warranties. Each Seller hereby represents and warrants
to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing
Repurchase Agreement on its part to be observed or performed, and that no Event of Default has
occurred or is continuing, and hereby confirms and reaffirms the representations and
warranties contained in Section 14 of the Existing Repurchase Agreement (except to the extent
that such representation or warranty expressly relates to an earlier date).
SECTION 6. Joint and Several Obligations. Each of the Sellers and the Buyer hereby
acknowledge and agree that the Sellers are each jointly and severally liable to the Buyer for all
of their respective representations, warranties and covenants hereunder and under the Side Letter.
SECTION 7. Limited Effect. Except as expressly amended and 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.
SECTION 8. 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 of which taken
together shall constitute one and the same instrument.
SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. Reaffirmation of Guaranty. The Guarantor hereby ratifies and affirms all
of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees
that such Guaranty shall apply to all of the Obligations under the Repurchase Agreement, as it may
be amended, modified and in effect, from time to time.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
| CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Buyer |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxxx | ||||
| Title: Vice President | ||||
| NEW CENTURY MORTGAGE CORPORATION, as Seller | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: Xxxxx Xxxxx | ||||
| Title: Executive Vice President | ||||
| NC CAPITAL CORPORATION, as Seller | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: Xxxxx Xxxxx | ||||
| Title: President | ||||
| NC ASSET HOLDING, L.P., as Seller, | ||||
| By: NC DELTEX, LLC, its General Partner | ||||
| By: NC CAPITAL CORPORATION, its Sole Member | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: Xxxxx Xxxxx | ||||
| Title: President | ||||
| NEW CENTURY CREDIT CORPORATION, as Seller | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: Xxxxx Xxxxx Title: President |
||||
| LOAN PARTNERS MORTGAGE, LTD, as Seller | ||||
| By: Capital Standard Origination Company, | ||||
| Its General Partner | ||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
| Name: Xxxxxxxx Xxxxxxxxxxx | ||||
| Title: Executive Vice President | ||||
| KINGSTON MORTGAGE COMPANY, LTD., as Seller | ||||
| By: CSOC XI, INC., | ||||
| Its General Partner | ||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
| Name: Xxxxxxxx Xxxxxxxxxxx | ||||
| Title: Executive Vice President | ||||
| COMPUFUND MORTGAGE COMPANY, LTD, as Seller | ||||
| By: CSOC XIV, INC., | ||||
| Its General Partner | ||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
| Name: Xxxxxxxx Xxxxxxxxxxx | ||||
| Title: Executive Vice President | ||||
| PEACHTREE RESIDENTIAL MORTGAGE, L.P., as Seller | ||||
| By: CSOC XXV, INC., | ||||
| Its General Partner | ||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
| Name: Xxxxxxxx Xxxxxxxxxxx | ||||
| Title: Executive Vice President | ||||
| RESIDENTIAL PRIME LENDING LIMITED PARTNERSHIP, as Seller | ||||
| By: CSOC XXVII, INC., | ||||
| Its General Partner | ||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
| Name: Xxxxxxxx Xxxxxxxxxxx | ||||
| Title: Executive Vice President | ||||
| TEAM HOME LENDING LTD, as Seller | ||||
| By: CSOC XXXII, INC., | ||||
| Its General Partner | ||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
| Name: Xxxxxxxx Xxxxxxxxxxx | ||||
| Title: Executive Vice President | ||||
| XXXXXX BUTTES MORTGAGE LP, as Seller | ||||
| By: CSOC XXXVIII, Inc., | ||||
| Its General Partner | ||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
| Name: Xxxxxxxx Xxxxxxxxxxx | ||||
| Title: Executive Vice President | ||||
| MIDWEST HOME MORTGAGE LTD, as Seller | ||||||
| By: CSOC XXXVII, Inc. | ||||||
| Its General Partner | ||||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||||
| Title: | Executive Vice President | |||||
| AUSTIN MORTGAGE, L.P., as Seller | ||||||
| By: REALTOR BUILDER I, Inc., | ||||||
| Its General Partner | ||||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||||
| Title: | Executive Vice President | |||||
| CAPITAL PACIFIC HOME LOANS, L.P., as Seller | ||||||
| By: REALTOR BUILDER II, Inc., | ||||||
| Its General Partner | ||||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||||
| Title: | Executive Vice President | |||||
| AD ASTRA MORTGAGE LTD, as Seller | ||||||
| By: REALTOR BUILDER VI, INC., | ||||||
| Its General Partner | ||||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||||
| Title: | Executive Vice President | |||||
| HOME123 CORPORATION, as Seller | ||||||
| By: /s/ Xxxxx Xxxxx | ||||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Executive Vice President | |||||
| NEW CENTURY MORTGAGE VENTURES, LLC, as Seller | ||||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||||
| Title: | Executive Vice President | |||||
| NEW CENTURY FINANCIAL CORPORATION, as Guarantor | ||||||
| By: /s/ Xxxxx Xxxxx | ||||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Executive Vice President | |||||
| Acknowledged and Agreed: | ||||||
| WRT FINANCIAL LIMITED PARTNERSHIP, as Seller | ||||||
| By: CSOC XXIII, INC., | ||||||
| Its General Partner | ||||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||||
| Title: | Executive Vice President | |||||
| GOLDEN OAK MORTGAGE, LP, as Seller | ||||||
| By: REALTOR BUILDER III, Inc., | ||||||
| Its General Partner | ||||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||||
| Title: | Executive Vice President | |||||
| SCFINANCE LP, as Seller | ||||||
| By: REALTOR BUILDER V, INC., | ||||||
| Its General Partner | ||||||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||||||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||||
| Title: | Executive Vice President | |||||
