EXHIBIT 99.2
SECOND AMENDMENT TO
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
(the "Amendment") dated as of March 25, 2002 by and among NEW CENTURY MORTGAGE
CORPORATION, a California corporation ("NCMC" or "Borrower"), NC CAPITAL
CORPORATION, a California corporation ("NCCC" or "Borrower" and together with
NCMC, the "Borrowers"), the lenders from time to time party hereto (each a
"Lender" and collectively, the "Lenders"), and U.S. BANK NATIONAL ASSOCIATION,
as agent for the Lenders (in such capacity, together with any successor agents
appointed hereunder, the "Agent").
WITNESSETH THAT:
WHEREAS, the Borrowers, the Lenders and the Agent are parties to a Fifth
Amended and Restated Credit Agreement dated as of May 23, 2001 , as amended by
that First Amendment to Fifth Amended and Restated Credit Agreement dated as of
January 11, 2002 (as so amended, the "Credit Agreement") pursuant to which the
Lenders provide the Borrowers with a revolving mortgage warehousing credit
facility; and
WHEREAS, the Borrowers and the Lenders have agreed to amend the Credit
Agreement upon the terms and conditions herein set forth;
NOW, THEREFORE, for value received, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers and the Lenders agree as follows:
1. Certain Defined Terms. Each capitalized term used herein without being
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defined herein that is defined in the Credit Agreement shall have the meaning
given to it therein.
2. Amendments to Credit Agreement. The Credit Agreement is hereby amended
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as follows:
(a) Increase to Commitment Amounts. Section 8.06(b) of the Credit
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Agreement is hereby amended by deleting the clause "$400,000,000" as it
appears therein and by substituting in lieu thereof the clause
"$750,000,000".
(b) New Commitment Schedule. Schedule 1.01(b) to the Credit Agreement
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is hereby amended and restated to read as set forth in Exhibit A hereto,
which Exhibit A is hereby made a part of the Credit Agreement as Schedule
1.01(b) thereto.
3. Conditions to Effectiveness of this Amendment. This Amendment shall
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become effective when the Agent shall have received counterparts of this
Amendment, duly executed by the Borrowers, the Required Lenders and any other
Lender whose Commitment Amount is increased by operation of this Amendment,
provided the following conditions are satisfied:
(a) Before and after giving effect to this Amendment, the
representations and warranties of the Borrowers in Section 3 of the Credit
Agreement, Section 5 of the Pledge
and Security Agreement and Section 4 of the Servicing Security Agreement,
and of NCFC in Section 15 of the Guaranty shall be true and correct as
though made on the date hereof, except for changes that are permitted by
the terms of the Credit Agreement.
(b) Before and after giving effect to this Amendment, no Event of
Default and no Unmatured Event of Default shall have occurred and be
continuing.
(c) No material adverse change in the business, assets, financial
condition or prospects of the Borrowers or NCFC shall have occurred since
December 31, 2001.
(d) The Agent shall have received the following, each duly executed or
certified, as the case may be, and dated as of the date of delivery
thereof:
(i) a new Note in favor of each Lender whose Commitment Amount
is increased by operation of this Amendment, in the amount of such
increased Commitment Amount, each of which Notes shall constitute
"Notes" under the Credit Agreement;
(ii) copy of resolutions of the Board of Directors of each
Borrower, certified by its respective Secretary or Assistant
Secretary, authorizing or ratifying the execution, delivery and
performance of this Amendment, the new Notes referred to in the
forgoing clause (i) and any other documents to be executed by any
Borrower in connection with this Amendment (collectively, the
"Amendment Documents");
(iii) a certified copy of any amendment or restatement of the
Articles of Incorporation or the By-laws of any Borrower made or
entered following the date of the most recent certified copies thereof
furnished to the Lenders;
(iv) certified copies of all documents evidencing any necessary
corporate action, consent or governmental or regulatory approval (if
any) with respect to the Amendment Documents;
(v) a Reaffirmation of the NCFC Guaranty duly executed by NCFC;
and
(vi) such other documents, instruments, opinions and approvals
as the Agent may reasonably request.
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4. Acknowledgments. Each Borrower and each Lender party hereto acknowledge
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that, as amended hereby, the Credit Agreement and the other Loan Documents
remains in full force and effect with respect to the Borrowers and the Lenders,
and that each reference to the Credit Agreement in the Loan Documents shall
refer to the Credit Agreement as amended hereby. Each Borrower confirms and
acknowledges that it will continue to comply with the covenants set out in the
Credit Agreement and the other Loan Documents, as amended hereby, and that its
representations and warranties set out in the Credit Agreement and the other
Loan Documents, as amended hereby, are true and correct as of the date of this
Amendment. Each Borrower represents and warrants that (i) the execution,
delivery and performance of the Amendment Documents is within its corporate
powers and has been duly authorized by all necessary corporate action; (ii) the
Amendment Documents have been duly executed and delivered by the Borrowers and
constitutes the legal, valid and binding obligation of the Borrowers,
enforceable against the Borrowers in accordance with its terms (subject to
limitations as to enforceability which might result from bankruptcy, insolvency,
or other similar laws affecting creditors' rights generally and general
principles of equity) and (iii) no Events of Default or Unmatured Events of
Default exist.
5. General.
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(a) Each Borrower agrees to reimburse the Agent upon demand for all
reasonable expenses (including reasonable attorneys fees and legal
expenses) incurred by the Agent in the preparation, negotiation and
execution of the Amendment Documents and any other document required to be
furnished herewith, and to pay and save the Lenders harmless from all
liability for any stamp or other taxes which may be payable with respect to
the execution or delivery of the Amendment Documents, which obligations of
the Borrowers shall survive any termination of the Credit Agreement.
(b) This Amendment may be executed in as many counterparts as may be
deemed necessary or convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
instrument.
(c) Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provisions in any other jurisdiction.
(d) This Amendment shall be governed by, and construed in accordance
with, the internal law, and not the law of conflicts, of the State of
Minnesota, but giving effect to federal laws applicable to national banks.
(e) This Amendment shall be binding upon the Borrowers, the Lenders,
the Agent and their respective successors and assigns, and shall inure to
the benefit of the Borrowers, the Lenders, the Agent and the successors and
assigns of the Lenders and the Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
NEW CENTURY MORTGAGE
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name:__________________________
Title: Executive Vice President
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NC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name:__________________________
Title: Chief Financial Officer
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:__________________________
Title: Senior Vice President
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RESIDENTIAL FUNDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:__________________________
Title: Loan Officer/Director
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CDC MORTGAGE CAPITAL INC.
By:____________________________
Name: ________________________
Title: _______________________:
By:____________________________
Name: _________________________
Title: ________________________
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GUARANTY BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: _________________________
Title: Senior Vice President
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WASHINGTON MUTUAL BANK, FA
By:____________________________
Name: _________________________
Title: ________________________
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SCHEDULE 1.01(b)
LENDER COMMITMENTS
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Lender Commitment Amount
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U.S. Bank National Association $125,000,000
Guaranty Bank $65,000,000
Residential Funding Corporation $125,000,000
CDC Mortgage Capital Inc. $70,000,000
Washington Mutual Bank, FA $25,000,000
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