EXHIBIT 10.4
AMENDMENT NUMBER ONE
to the
RESIDUAL FINANCING FACILITY AGREEMENT
dated as of the 23rd day of June 1999
by and between
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
and
NC CAPITAL CORPORATION
This AMENDMENT NUMBER ONE is made this 23rd day of June, 2000, by
and between NC CAPITAL CORPORATION, having an address at 00000 Xxx Xxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000 (the "Borrower") and GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC., having an address at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 (the "Lender"), to the Residual Financing Facility
Agreement, dated as of the 23rd day of June 1999, by and between the Borrower
and the Lender (the "Agreement").
RECITALS
WHEREAS, the Lender and the Borrower desire to amend the Agreement,
subject to the terms hereof, to extend the term thereof and to provide for
certain other changes as further provided herein.
WHEREAS, in order to induce the Lender to enter into this Amendment
Number One, the Borrower has agreed to pay to the Lender a commitment fee in
an amount equal to $150,000;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and of the mutual covenants
herein contained, the parties hereto hereby agree as follows:
SECTION 1. Effective as of June 23, 2000, Section 1 of the Agreement
is hereby amended by deleting the definition of Termination Date and
replacing it with the following:
"TERMINATION DATE" shall mean September 28, 2000 or such
earlier date on which this Agreement shall terminate in accordance
with the provisions hereof or by operation of law, as same may be
extended by Lender in its sole discretion.
SECTION 2. Effective as of June 23, 2000, Section 2.1 of the
Agreement is hereby amended to read in its entirety as follows:
2.1 AGREEMENT TO LEND. Subject to the terms and conditions
of this Agreement, and provided that no Default or Event of
Default shall have occurred and be continuing hereunder, Greenwich
shall make available to the Borrower a secured credit facility in
an aggregate principal amount not to exceed $21,000,000 at any one
time outstanding (the "FACILITY AMOUNT"), against which the
Borrower may borrow, prepay, in whole or in part, and reborrow at
any time (and without limit on the number of times) before the
Termination Date. The amount of each Loan drawn down by the
Borrower shall be at least $100,000. Notwithstanding the
foregoing,
no additional Loans shall be made hereunder without the mutual
consent of the Borrower and the Lender, each in their sole
discretion, after June 23, 2000.
SECTION 3. Effective as of June 23, 2000, Section 2.5 of the
Agreement is hereby amended by adding to read in its entirety as follows:
2.5 REPAYMENT OF THE LOANS. Each Loan outstanding shall
be repaid in full on the Termination Date, together with
accrued but unpaid interest thereon. In addition to the
foregoing, the Borrower hereby agrees to make a principal
payment of $1,000,000 in reduction of the principal amount
outstanding hereunder on each of the following days: July 25,
2000, August 25, 2000 and September 25, 2000.
SECTION 4. Effective as of June 23, 2000, Section 9.1 of the Agreement
is hereby amended by adding the following new Subsection (o) to read in its
entirety as follows:
(o) The Borrower shall fail to appoint a backup servicer
reasonably acceptable to the Lender for all of the
Securitization Transactions which are subject to this
Agreement by July 26, 2000, or such backup servicer resigns
or is removed for any reason at any time thereafter.
SECTION 5. Effective as of June 23, 2000, Section 2.5 of the
Agreement is hereby amended to read in its entirety as follows:
5.12 NET WORTH. The Borrower will at all times maintain
Tangible Net Worth of not less than the greatest of (i)
$40,000,000 measured on a monthly basis (as at the end of each
month); (ii) 85% of Tangible Net Worth at the end of the most
recently completed fiscal year plus (a) 90% of capital
contributions made during such fiscal year plus (b) 50% of
positive year to date net income; or (iii) the amount required
under any other agreement, note, indenture or instrument
evidencing, securing, guaranteeing or otherwise relating to
indebtedness of the Borrower for borrowed money.
SECTION 6. In order to induce the Lender to enter into this
amendment with the Borrower, the Borrower hereby agrees to pay the to Lender,
in addition to any other amounts required pursuant to the Agreement, a
commitment fee equal to $150,000 to be paid to the Lender upon execution of
this Amendment Number One. Such commitment fee shall be paid in dollars, in
immediately available funds, in accordance with the Lender's instructions.
This Amendment Number One shall be effective upon Lender's receipt of such
commitment fee and Lender's execution of this Amendment Number One.
SECTION 7. DEFINED TERMS. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Agreement.
SECTION 8. LIMITED EFFECT. Except as amended hereby, the Agreement
shall continue in full force and effect in accordance with its terms.
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SECTION 9. GOVERNING LAW. This amendment 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.
SECTION 10. COUNTERPARTS. This amendment may be executed in any
number of counterparts, each of which shall constitute an original and all of
which, taken together, shall constitute one instrument.
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IN WITNESS WHEREOF, the Borrowers and the Lender have
caused this amendment to be executed and delivered by their duly authorized
officers as of the day and year first above written.
NC CAPITAL CORPORATION
(Borrower)
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
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Title: SVP
---------------------------------
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
(Lender)
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
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Title: Vice Predident
--------------------------------
ACKNOWLEDGED AND AGREED BY:
NEW CENTURY MORTGAGE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: EVP/COO
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NEW CENTURY FINANCIAL CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxx
-----------------------------------
Title: EVP
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