EXHIBIT 10.11
AMENDMENT NUMBER TWO
TO
MASTER REPURCHASE AGREEMENT
DATED AS OF SEPTEMBER 2, 0000,
XXXXXXX
XXXX XX XXXXXXX, X.X., AS BUYER
AND
NEW CENTURY MORTGAGE CORPORATION, HOME123 CORPORATION, NEW CENTURY CREDIT
CORPORATION AND NC CAPITAL CORPORATION, AS SELLERS
AND
NEW CENTURY FINANCIAL CORPORATION, AS GUARANTOR
This AMENDMENT NUMBER TWO TO MASTER REPURCHASE AGREEMENT (this
"Amendment"), dated as of April 26, 2006 (the "Effective Date") is entered into
between NEW CENTURY MORTGAGE CORPORATION, HOME123 CORPORATION, NEW CENTURY
CREDIT CORPORATION and NC CAPITAL CORPORATION ("Sellers"), NEW CENTURY FINANCIAL
CORPORATION ("Guarantor") and BANK OF AMERICA, N.A. ("Buyer").
RECITALS
A. Sellers, Guarantor and Buyer entered into that certain Master Repurchase
Agreement dated as of September 2, 2005 (the "Repurchase Agreement").
B. Buyer, Guarantor and Sellers each desire to modify the terms of the
Repurchase Agreement as set forth in this Amendment.
X. Xxxxxxx, Guarantor and Buyer each have agreed to execute and deliver
this Amendment on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and in the Repurchase Agreement, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree to the following:
1. Miscellaneous. For all purposes of this Amendment, except as otherwise
expressly provided or unless the context otherwise requires, (a) unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings attributed to them by the Repurchase Agreement, (b) the capitalized
terms expressly defined in this Amendment have the meanings assigned to them in
this Amendment and include (i) all genders and (ii) the plural as well as the
singular, (c) all references to words such as "herein", "hereof" and the like
shall refer to this Amendment as a whole and not to any particular article or
section within this Amendment, (d) the term "include" and all variations thereon
shall mean "include without limitation", and (e) the term "or" shall include
"and/or".
2. Amendments to the Repurchase Agreement.
(a) In Section 2(a) the definition of Transaction Base Certificate shall be
deleted and replaced it its entirety with the following:
"Transaction Base Certificate" means the Transaction Base Certificate
provided by the Custodian in accordance with the Custodial Agreement.
(b) The text in Section 37 shall be deleted and shall be replaced with
"Reserved".
(c) The text in Exhibit C shall be deleted and shall be replaced with
"Reserved".
4. No Other Changes. Except as expressly modified or amended in this Amendment,
all of the terms, covenants, provisions, agreements and conditions of the
Repurchase Agreement are hereby ratified and confirmed in every respect and
shall remain unmodified and unchanged and shall continue in full force and
effect.
5. Representations. In order to induce the Buyer to execute and deliver this
Amendment, the Sellers hereby represent to the Buyer that as of the date hereof,
after giving effect to this Amendment, the Sellers are in full compliance with
all of the terms and conditions of the Repurchase Agreement and no Default or
Event of Default has occurred and is continuing under the Repurchase Agreement.
6. Counterparts. This Amendment may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
7. Governing Law; Waiver of Jury Trial. This Amendment shall be governed by, and
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 conflicts of laws principles. The
parties hereto each hereby waive the right of trial by jury in any litigation
arising hereunder.
[Signature page follows]
-2-
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute this Amendment Number Two to the Master Repurchase Agreement
as of the date first above written.
BANK OF AMERICA, N.A., as Buyer
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Principal
NEW CENTURY MORTGAGE CORPORATION, as
Seller, jointly and severally
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
HOME123 CORPORATION, as Seller, jointly
and severally
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
NEW CENTURY CREDIT CORPORATION, as
Seller, jointly and severally
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: President
NC CAPITAL CORPORATION, as Seller,
jointly and severally
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: President
Acknowledged and Agreed:
NEW CENTURY FINANCIAL CORPORATION,
as Guarantor
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
