-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMbdr7Cjq5Hsf2lwuHNelWRZINSEdNgMreEvuBMPfPTr+UM5ylU8zinvQ837ho+s W0+HWsiEtArfsNS9eY9KXw== 0001017062-02-000645.txt : 20020415 0001017062-02-000645.hdr.sgml : 20020415 ACCESSION NUMBER: 0001017062-02-000645 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020405 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW CENTURY FINANCIAL CORP CENTRAL INDEX KEY: 0001036075 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 330683629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22633 FILM NUMBER: 02603760 BUSINESS ADDRESS: STREET 1: 18400 VON KARMAN STREET 2: SUITE 1000 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7148637243 MAIL ADDRESS: STREET 1: 18400 VON KARMAN STREET 2: SUITE 1000 CITY: IRWINE STATE: CA ZIP: 92612 8-K 1 d8k.txt FORM 8-K FOR NEW CENTURY FINANCIAL CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2002 -------------- NEW CENTURY FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Issuer as Specified in its Charter) Delaware 000-22633 33-0683629 - -------------------------------------------------------------------------------- (State or Other (Commission File (IRS Jurisdiction Number) Employer Identification of Incorporation) Number) 18400 Von Karman Avenue, Suite 1000, Irvine, California 92612 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (949) 440-7030 -------------- ITEM 5. OTHER EVENTS We are filing this report on Form 8-K to disclose the following recent developments, and to incorporate such disclosure into our Registration Statement on Form S-3 (Registration No. 333-66694) and our Registration Statement on Form S-3 (Registration Statement No. 333-83984): (a) Increases to Credit Agreements. On March 15, 2002, we amended our aggregation facility with CDC Mortgage Capital to increase the maximum amount from $200 million to $400 million. On March 25, 2002 we amended our U.S. Bank warehouse credit agreement to increase the amount from $300 million to $410 million. A copy of the amendment with CDC Mortgage Capital and a copy of the amendment with U.S. Bank are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report and are incorporated herein by reference. ITEM 7. EXHIBITS (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Amendment No. 4 to Master Repurchase Agreement, dated as of March 15, 2002, by and among New Century Mortgage Corporation, NC Capital Corporation and CDC Mortgage Capital, Inc. 99.2 Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of March 25, 2002, by and among 2 New Century Mortgage Corporation, NC Capital Corporation and U.S. Bank National Association. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEW CENTURY FINANCIAL CORPORATION April 5, 2002 /s/ Brad A. Morrice ----------------------------------------- Brad A. Morrice Vice Chairman, President and Chief Operating Officer EX-99.1 3 dex991.txt AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT EXHIBIT 99.1 ---------------- NEW CENTURY MORTGAGE CORPORATION NC CAPITAL CORPORATION Seller AND CDC MORTGAGE CAPITAL INC. Buyer AMENDMENT NO. 4 Dated as of March 15, 2002 TO MASTER REPURCHASE AGREEMENT Dated as of July 19, 2001 ---------------- AMENDMENT NO. 4 (this "Amendment"), dated as of March 15, 2002, 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 Master Repurchase Agreement dated as of July 19, 2001 by and among Seller and Buyer (the "Agreement"). --------- All capitalized terms not otherwise defined herein are defined in the Agreement. RECITALS WHEREAS, Seller and Buyer have entered into Agreement; WHEREAS the Seller has requested the Buyer to agree to amend certain provisions of the Agreement as set forth in this Amendment. 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: NOW, THEREFORE, the parties hereby agree that for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyers and Seller agree as follows: SECTION 1. Amendments. ----------- (a) Provisos (8) through (11) of the definition of "Asset Value" shall be amended and restated in their entireties to read: (8) The aggregate Asset Values of C Credit Mortgage Loans and C Minus Credit Mortgage Loans may not exceed the C/C- Credit Sub-Limit at any time; (9) [Reserved]; (10) The aggregate Asset Value of Non-owner Occupied Mortgage Loans may not exceed $25,000,000; (11) The aggregate Asset Value of High Cost Mortgage Loans may not exceed $10,000,000; and (b) The following definitions shall be amended and restated in their entireties to read: "Early Termination Percentage" shall mean 25 basis points (0.25%) less ---------------------------- 0.02 basis points (0.02%) for each calendar month that has elapsed since the date of this Amendment. "Jumbo Sub-Limit" shall mean an amount equal to $140,000,000 --------------- "Jumbo(500) Sub-Limit" shall mean an amount equal to $80,000,000. -------------------- -2- "Jumbo(750) Sub-Limit" shall mean an amount equal to $40,000,000. -------------------- "Maximum Amount" shall mean $400,000,000. -------------- "Second Lien Sub-Limit" shall mean an amount equal to $40,000,000. --------------------- "Second Lien CLTV Sub-Limit" shall mean with respect to Second Lien -------------------------- Mortgage Loans with a Combined Loan to Value Ratio of greater than 100%, $20,000,000. "Sub-Limit" shall mean any of the Web-Ink Sub-Limit, the Second Lien --------- Sub-Limit, the Second Lien CLTV Sub-Limit, the Mortgage Loan Sub-Limit, the Jumbo Sub-Limit, the Jumbo(500) Sub-Limit, the Jumbo(750) Sub-Limit at any time, and the C/C- Credit Sub-Limit. "Termination Date" shall mean the date which is 364 days from the date ---------------- hereof which shall be March 14, 2003 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law, as may be extended pursuant to Section 3(n). "Wet-Ink Sub-Limit" shall mean an amount equal to (i) with respect to ----------------- the first five (5) Business Days of each calendar month, $200,000,000, (ii) with respect to the last three (3) Business Days of each calendar month, $200,000,000 and (iii) at all other times, $160,000,000. (c) The definitions of "C Credit Sub-Limit" and "C Minus Credit Sub-Limit" shall be deleted. In their place, the following definition shall be inserted: "C/C- Credit Sub-Limit" shall mean an amount equal to $60,000,000. (d) Section 3(p) of the Agreement will be amended by inserting after "$120,000,000", the following: "; provided for the Test Period ended June 30, 2002 and for each Test Period thereafter, if the Seller fails to maintain the average aggregate principal balance of Transactions outstanding for any such Test Period equal to at least $200,000,000" (e) Section 8(a) is amended by replacing "Chin-Yong Choe" with "Eric Seyffer"as contact person for Buyer. SECTION 2. Facility Fee. Upon the execution of this Amendment, the Seller ------------ shall pay a facility fee to the Buyer equal to the sum of (i) the product of (a) $200,000,000 and (b) 0.125%, and (ii) the product of (x) $200,000,000, (y) a quotient, the numerator of which is the number of days that will elapse from and including July 19, 2002 to but excluding the Termination Date and the denominator of which is 365, and (z) 0.125%. SECTION 3. Effectiveness of the Amendment. The Amendment shall be effective ------------------------------ as of the date first written above. -3- SECTION 4. Ratification of Agreement. As amended by this Amendment, the ------------------------- Agreement is in all respects ratified and confirmed and the Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument. SECTION 5. Representations and Warranties. To induce the Buyer to enter ------------------------------ into this Amendment, the Seller hereby represents and warrants to the Buyer that, after giving effect to the amendments provided for herein, the representations and warranties contained in the Agreement and the other Repurchase Documents will be true and correct in all material respects as if made on and as of the date hereof and that no Default or Event of Default will have occurred and be continuing. SECTION 6. No Other Amendments. Except as expressly amended hereby, the ------------------- Agreement and the other Repurchase Documents shall remain in full force and effect in accordance with their respective terms, without any waiver, amendment or modification of any provision thereof. SECTION 7. Expenses. The Seller agrees to pay and reimburse the Buyer for -------- all of the out-of-pocket costs and expenses incurred by the Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of its attorneys. SECTION 8. GOVERNING LAW. ------------- THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. SECTION 9. Counterparts. ------------ This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. -4- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. CDC MORTGAGECAPITAL INC., as NEW CENTURY MORTGAGE Buyer under the Agreement CORPORATION, as Seller under the Agreement By: /s/ Adil Nathani By: /s/ Kevin Cloyd ----------------------------------- ---------------------------- Name: Name: Title: Managing Director Title: Senior Vice President By: /s/ William Branagh ----------------------------------- Name: Title: Director NC CAPITAL CORPORATION, as Seller under the Agreement By: /s/ Kevin Cloyd ---------------------------- Name: Title: President The undersigned guarantor hereby consents and agrees to the foregoing Amendment: NEW CENTURY FINANCIAL CORPORATION By: /s/ Patti Dodge ----------------------------- Name: Title: Vice President EX-99.2 4 dex992.txt SECOND AMEND. TO FIFTH AMEND. & RESTATED CREDIT 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 --------------------- 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 ------------------------------ as follows: (a) Increase to Commitment Amounts. Section 8.06(b) of the Credit ------------------------------ 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 ----------------------- 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 --------------------------------------------- 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. - 2 - 4. Acknowledgments. Each Borrower and each Lender party hereto acknowledge --------------- 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. ------- (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. - 3 - 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/ Edward F. Gotschall ---------------------------- Name:__________________________ Title: Executive Vice President ------------------------- NC CAPITAL CORPORATION By: /s/ Edward F. Gotschall ---------------------------- Name:__________________________ Title: Chief Financial Officer ------------------------- U.S. BANK NATIONAL ASSOCIATION By: /s/ Edward D. Jenkins ---------------------------- Name:__________________________ Title: Senior Vice President ------------------------- RESIDENTIAL FUNDING CORPORATION By: /s/ William E. Moffatt ---------------------------- Name:__________________________ Title: Loan Officer/Director ------------------------- CDC MORTGAGE CAPITAL INC. By:____________________________ Name: ________________________ Title: _______________________: By:____________________________ Name: _________________________ Title: ________________________ S-1 GUARANTY BANK By: /s/ Gregory W. Jackson ---------------------------- Name: _________________________ Title: Senior Vice President ------------------------- WASHINGTON MUTUAL BANK, FA By:____________________________ Name: _________________________ Title: ________________________ S-2 SCHEDULE 1.01(b) LENDER COMMITMENTS ------------------ Lender Commitment Amount ------ ----------------- 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 S-3 -----END PRIVACY-ENHANCED MESSAGE-----