EXHIBIT 10.1
AMENDMENT NO. 1
TO
COMMITTED NOTE PURCHASE AND SECURITY AGREEMENT
The COMMITTED NOTE PURCHASE AND SECURITY AGREEMENT, dated as of May 10, 2002,
among NEW CENTURY FUNDING I, a Delaware business trust, UBS WARBURG REAL ESTATE
SECURITIES INC., a Delaware corporation, as Purchaser of Notes issued thereunder
from time to time, each Person becoming a Noteholder thereunder from time to
time, and UBS WARBURG REAL ESTATE SECURITIES INC., a Delaware corporation, as
agent for the Purchasers and the Noteholders, is hereby amended (as amended, the
"Agreement") by this is Amendment No. 1 dated as of June 15, 2002 (the
"Amendment") as follows:
1. Amended Terms. The parties to the Agreement hereby further agree that
the definition of Late Certification Sub-Limit is hereby amended with
immediate effect to read as follows:
"Late Certification Sub Limit" shall mean, at any time, an
amount equal to $50,000,000.
2. Governing Law. This Amendment, in all respects, shall be governed by,
and construed in accordance with, the laws of the State of New York,
including all matters of construction, validity and performance,
without regard to principles of conflicts of law.
3. Counterparts. This Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts together shall
constitute but one and the same instrument.
4. Merger and Integration. Upon execution of this Amendment by the
parties to the Agreement, this Amendment shall be incorporated into
and merged together with the Agreement. Except as provided herein, all
provisions, terms and conditions of the Agreement shall remain in full
force and effect and the Agreement as hereby amended is further
ratified and reconfirmed in all respects.
5. Capitalized Terms. Capitalized terms used herein and not defined
herein have their respective meanings as set forth in the Agreement.
6. Voting Rights. For the convenience of cross-referencing, reference is
hereby made to that certain direction letter of even date herewith (the
"Direction Letter") wherein New Century Mortgage Corporation, the
Administrator of New Century Funding I under the Administration
Agreement and the Depositor under the Trust Agreement, (a) directs
Wilmington Trust Company to take all such action with respect to the
Trust as is consistent with the terms and conditions of each of the
Agreement and the Trust Agreement and (b) thereby represents and
warrants that (i) it is the holder of the majority of Voting Rights (as
defined in the Trust Agreement) and (ii) the actions to be taken by
Wilmington Trust Company pursuant to the Direction Letter and hereunder
are authorized by, and do not conflict with, the Transaction Documents.
7. Liability. It is expressly understood and agreed by the parties that
(a) this Amendment is executed and delivered by Wilmington Trust
Company, not individually or personally, but solely as Owner Trustee,
in the exercise of the powers and authority conferred and vested in it,
pursuant to the Trust Agreement, (b) each of the representations,
undertakings and agreements herein made on the part of the Trust is
made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the
purpose of binding the Trust with respect thereto, (c) nothing herein
contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant
either expressly or impliedly contained herein, and the right to claim
any and all such liability, if any, being expressly waived by the
parties hereto and by any person claiming by, through or under the
parties hereto, and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by
the Trust hereunder or under any other related documents. Nothing
expressed or implied in the preceding sentence, however, shall alter
the terms and conditions of Section 5.1 of the Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Agreement to be duly executed and delivered as of the date specified above.
[Remainder of page intentionally left blank.]
NOTE ISSUER
NEW CENTURY FUNDING I
By: WILMINGTON TRUST COMPANY, not
in its individual capacity, but solely as
Owner Trustee under the Trust Agreement
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Name:
Title: Administrative Account Manager
Address for Notices:
New Century Funding I
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Telecopy No.: 000-000-0000 or 000-000-0000
Telephone No.: 000-000-0000
With a copy to:
New Century Funding I
c/o New Century Mortgage Corporation
00000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxxxxxx, Esq.
Telecopier No: (000) 000-0000
Telephone No: (000) 000-0000
[Signature page for Amendment No. 1 to Committed Note Purchase
and Security Agreement]
AGENT
UBS WARBURG REAL ESTATE SECURITIES INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
--------------------------------------------
Name:
Title: Executive Director
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------------------
Name:
Title: Director
Address for Notices:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxxxxx
Telecopier No: (000) 000-0000
Telephone No: (000) 000-0000
PURCHASER
UBS WARBURG REAL ESTATE SECURITIES INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
--------------------------------------------
Name:
Title: Executive Director
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------------------
Name:
Title: Director
[Signature page for Amendment No. 1 to Committed Note Purchase
and Security Agreement]
Address for Notices:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxxxxx
Telecopier No: (000) 000-0000
Telephone No: (000-000-0000
[Signature page for Amendment No. 1 to Committed Note Purchase
and Security Agreement]
