Exhibit 10.38(d)
NEW CENTURY MORTGAGE CORPORATION
NC CAPITAL CORPORATION
Seller
AND
CDC MORTGAGE CAPITAL INC.
Buyer
AMENDMENT NO. 4
Dated as of February 12, 2004
TO
SECOND AMENDED AND RESTATED MASTER REPURCHASE
AGREEMENT
Dated as of June 23, 2003
AMENDMENT NO. 4 (this “
Amendment ”), dated as of February 12, 2004, by and
among New Century Mortgage Corporation (“ NCMC
”), NC Capital Corporation (“ NCCC ” and,
together with NCMC, the “ Seller ”), and CDC
Mortgage Capital Inc. (“ Buyer ”), to the Second
Amended and Restated Master Repurchase Agreement, dated as of June
23, 2003, by and among Seller and Buyer, as amended (the “
Agreement ”).
RECITALS
WHEREAS, Seller and Buyer have
entered into the Agreement;
WHEREAS New Century Financial
Corporation, the guarantor of the obligations of the Seller
pursuant to the Agreement (“ Guarantor ”)
desires to invest in Carrington Mortgage Credit Fund I, L.P. (the
“ Fund ”), as a limited partner, and in
Carrington Capital Management, LLC (“ Management LLC
”), the manager of the Fund (collectively, the “
Investments ”); and
WHEREAS, Seller has requested the
Buyer to agree to amend certain provisions of the Agreement as set
forth in this Amendment in connection with the Investments. The
Buyer hereto is willing to agree to such amendments, but only on
the terms and subject to the conditions set forth in this
Amendment.
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Seller
and the Buyer hereby agree as follows:
Section 1. Amendments
.
(a) Section 11(d) of the Agreement
shall be amended by (i) deleting the word “and” at the
end of clause (2), (ii) substitute “.” with
“;” at the end of clause (3), and (iii) adding the
following new clauses at the end of the section:
“(4) Guarantor may invest in
the Fund and Management LLC; and
(5) Fund may conduct businesses
contemplated in its Amended and Restated Agreement of Limited
Partnership dated as of February 6, 2004 (the “Limited
Partnership Agreement”).”
(b) Section 11(s) of the Agreement
shall be amended by (i) deleting the word “and” at the
end of clause (13), (ii) adding the word “and” at the
end of clause (14), and (iii) adding the following new clause at
the end of the section:
“(1
