Exhibit
10.3
AMENDMENT NO. 4 TO NOTE
PURCHASE AGREEMENT
AMENDMENT NO. 4 dated as of May 14,
2004 (this “ Amendment ”) to the Committed Note
Purchase and Security Agreement, dated as of May 10, 2002, as
previously amended by Amendment No. 1 thereto, dated as of June 15,
2002, by Amendment No. 2 thereto, dated as of November 21, 2002,
and by Amendment No. 3 thereto, dated as of June 23, 2003 (as
amended, the “ Note Purchase Agreement ”), among
NEW CENTURY FUNDING I, a Delaware statutory trust (the “
Note Issuer ” or the “ Trust ”),
each Person party thereto as a Purchaser or a Noteholder from time
to time, and UBS REAL ESTATE SECURITIES INC. (f/k/a UBS Warburg
Real Estate Securities Inc.) as Agent for the Purchasers and the
Noteholders (the “ Agent ”).
RECITALS
The Note Issuer has requested that
the Agent agree to amend certain provisions of the Note Purchase
Agreement as set forth in this Amendment. The Agent is willing to
agree to such amendments, but only on the terms and subject to the
conditions set forth below in this Amendment. These Recitals are
hereby incorporated herein and made a part hereof for all
purposes.
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Note
Issuer and the Agent hereby agree as follows:
1. Defined Terms . Unless
otherwise defined herein, all capitalized terms herein shall have
the respective meanings given for such terms in the Note Purchase
Agreement.
2. Amendments . The following
amendments to the Note Purchase Agreement shall apply as of the
date hereof upon the execution of this Amendment by all the parties
hereto:
(a) The defined term “
Termination Date ” is hereby amended to read as
follows:
“ Termination Date
” shall mean June 14, 2004; or such earlier date on which
this Note Purchase Agreement shall terminate in accordance with the
provisions hereof, including Section 13.16 hereof; provided,
however, that subsequent commitments may be provided by the
Investors to the Note Issuer by written
agreement.”
(b) The defined term “
Transaction Documents ” is hereby amended to read as
follows:
“Transaction Documents”
shall mean the Note Purchase Agreement, the Notes, the Custodial
Agreement, the Loan Purchase Agreement, the Trust Agreement, the
Servicing Agreement and the Pricing Side Letter.
(c) The following new definitions
shall be added in the Note Purchase Agreement in the appropriate
alphabetical order as follows:
“Facility Fee” shall
have the meaning ascribed to such term in the Pricing Side
Letter.
“Pricing Side Letter”
shall mean the Pricing Side Letter, dated as of May 14, 2004,
between the Note Issuer and the Seller, and acknowledged and agreed
to by the Agent.
(d) Section 4.04 is deleted in its
entirety and replaced with the following:
4.04 Facility Fee . The Note
Issuer agrees to pay to the Agent the Facility Fee as contemplated
in the Pricing Side Letter. In the event of any termination of this
Note Purchase Agreement (i) pursuant to Section 13.16 hereof, (ii)
resulting from a failure by the Purchasers to honor a properly
submitted Request For Note Purchase or (iii) resulting from the
occurrence of the events described in Section 6.02(j) hereof, the
Agent shall pay the Note Issuer the Unearned Portion of the
Facility Fee as set forth in Section 13.16 hereof.
(e) All references to “UBS
Warburg Real Estate Securities Inc.” and “UBS
Warburg” in the Agreement shall be to “UBS Real Estate
Securities Inc.”
3. Representations and
Warranties . To induce the Agent to enter into this Amendment,
the Note Issuer hereby represents and warrants to the Agent that,
after giving effect to the amendments provided for herein, the
representations and warranties contained in the Note Purchase
Agreement and the other Note Documents will be true and correct in
all material respects as if made on and as of
