Amend. #1 to Master Repurchase Agmt., Dated as of 01/05/2005



  
 Exhibit 10.35

  
 AMENDMENT NUMBER ONE 
 to the 
 MASTER REPURCHASE AGREEMENT 

dated as of December 1, 2004 
 among

 ECC CAPITAL CORPORATION, 
 ENCORE
CREDIT CORP. 
 and 
 WACHOVIA BANK,
NATIONAL ASSOCIATION 
  
 This AMENDMENT NUMBER ONE
(“Amendment Number One”), is made this 5th day of January, 2005, among ECC Capital Corporation (“ECC”), Encore Credit Corp. (“Encore” and together with ECC, the “Sellers”) and
Wachovia Bank, National Association (the “Buyer”), to the Master Repurchase Agreement, dated as of December 1, 2004, among the Buyer and the Sellers (the “Master Repurchase Agreement”). 
  
 RECITALS 
  
 WHEREAS, the Buyer and the Seller have agreed to increase the Maximum Aggregate Purchase Price for sixty days. 

 
 NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 
  
 SECTION 1. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Master
Repurchase Agreement. 
  
 SECTION 2. Amendments.

  
 (a) Effective as of January 5, 2005, Section 2(a) of the
Master Repurchase Agreement is hereby amended by deleting the definition of “Maximum Aggregate Purchase Price” in its entirety and replacing the definition as follows: 
  
 “Maximum Aggregate Purchase Price” means from January 5, 2005 to March 6, 2005, an amount
equal to $350,000,000. After March 6, 2005 such term shall mean an amount equal to $150,000,000. 
  
 SECTION 3. Conditions Precedent. This Amendment Number One shall become effective on the date on which the Buyer shall have received the following:

  
 (a) this Amendment Number One, executed and delivered by duly
authorized officers of each of the Sellers and the Buyer; and 
  
 (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. 
  









 SECTION 4. Representations. In order to induce the Buyer to execute and deliver this Amendment
Number One, the Sellers hereby represent to the Buyer that (i) no Default or Event of Default has occurred prior to the date hereof and is continuing on the date hereof and (ii) as of the date hereof, after giving effect to this Amendment Number
One, the Sellers are in full compliance with all of the representations and warranties, covenants and any other terms and conditions of the Master Repurchase Agreement and the other Program Documents. In addition, each Seller hereby represents and
warrants that no event has occurred that constitutes or should reasonably be expected to constitute a Material Adverse Change with respect to it. 
  
 SECTION 5. Governing Law. THIS AMENDMENT NUMBER ONE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE. 
  
 SECTION 6. Counterparts. This Amendment Number One may be executed by each of the parties hereto on any number of
separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 
  
 SECTION 7. Limited Effect. Except as expressly amended and modified by this Amendment Number One, the Master Repurchase Agreement shall continue in
full force and effect in accordance with its terms. Reference to this Amendment Number One need not be made in the Master Repurchase Agreement or any other instrument or document executed in connection therewith or herewith, or in any certificate,
letter or communication issued or made pursuant to, or with respect to, the Master Repurchase Agreement, any reference in any of such items to the Master Repurchase Agreement being sufficient to refer to the Master Repurchase Agreement as amended
hereby. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number One to be executed and delivered
by their duly authorized officers as of the day and year first above written. 
  

			
	 ECC CAPITAL CORPORATION, as Seller

		
	 By:
	 	/s/    WILLIAM E. MOFFATT



			
	 Name:
	 	William E. Moffatt



			
	 Title:
	 	Treasurer
	
	 ENCORE CREDIT CORP., as Seller

		
	 By:
	 	/s/    WILLIAM E. MOFFATT



			
	 Name:
	 	William E. Moffatt



			
	 Title:
	 	Treasurer
	
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Buyer

		
	 By:
	 	 



			
	 Name:
	 	 



			
	 Title: