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EXHIBIT 10.12
AMENDMENT NO. 5
TO MASTER REPURCHASE AGREEMENT
Amendment No. 5, dated as of April 27, 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., SUTTER 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
and Amendment
No. 4, dated as of December 30, 2005 (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
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, Sellers and 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 Northwest Capital Mortgage, L.P. as a
Seller. As of the date hereof, Northwest Capital Mortgage, L.P.
shall no longer
be a Seller under the Repurchase Agreement. The Buyer hereby
releases Northwest
Capital Mortgage, L.P. 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
Northwest Capital Mortgage, L.P.. All references to "Seller" under
the
Repurchase Agreement shall be deemed to exclude Northwest Capital
Mortgage, L.P.
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SECTION 2. References to Custodian and Custodial Agreement. All
references in the Existing Repurchase Agreement to the Custodian
shall mean only
Deutsche Bank National Trust Company. All references in the
Existing Repurchase
Agreement to the Custodial Agreement shall mean only the custodial
agreement
among Sellers, Buyer and Deutsche Bank National Trust Company,
dated as of
December 22, 2004, as the same may be amended from time to
time.
SECTION 3. Definitions. Section 1 of the Existing Repurchase
Agreement
is hereby amended by deleting the definitions of "Custodial
Agreement",
"Custodian" and "Mortgage Loan" in their entirety and replacing
them with the
following definitions:
""Custodial Agreement" means the custodial agreement among
Sellers,
Buyer and Deutsche Bank National Trust Company, dated as of
December 22, 2004,
as the same may be amended from time to time."
""Custodian" means Deutsche Bank National Trust Company, or any
successor thereto under its Custodial Agreement."
""Mortgage Loan" means any 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 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
