EX-10.1






AMENDMENT NO. 3




TO MASTER REPURCHASE AGREEMENT




Amendment No. 3, dated as of March 13, 2006 (this “Amendment”), by and between MERRILL
LYNCH BANK USA (the “Buyer”), ENCORE CREDIT CORP., (“ECC” and a “Seller”),
ECC CAPITAL CORPORATION (“ECC Capital” and a “Seller”) and BRAVO CREDIT CORPORATION
(“Bravo” and a “Seller”).



RECITALS




The Buyer and the Sellers are parties to that certain Master Repurchase Agreement, dated as of
February 14, 2005, as amended by Amendment No. 1, dated as of July 25, 2005 and Amendment No. 2,
dated as of August 22, 2005 (the “Existing Repurchase Agreement”; as amended by this
Amendment, the “Repurchase Agreement”). Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Existing Repurchase Agreement.



The Buyer and the Sellers have agreed, subject to the terms and conditions of this Amendment,
that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the
terms of the Existing Repurchase Agreement.



Accordingly, the Buyer and the Sellers hereby agree, in consideration of the mutual premises
and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended
as follows:



Section 1. Applicability. Section 1 of the Existing Repurchase Agreement is
hereby amended by deleting it in its entirety and replacing it with the following language:



“SECTION 1 APPLICABILITY



From time to time the parties hereto shall enter into transactions in which the respective
Seller agrees to transfer to Buyer Mortgage Loans against the transfer of funds by Buyer, with a
simultaneous agreement by Buyer to transfer to the Sellers such Mortgage Loans at a date certain
after the related Purchase Date, against the transfer of funds by the Sellers. Each such
transaction shall be referred to herein as a “Transaction” and shall be governed by this
Repurchase Agreement, unless otherwise agreed in writing.”



Section 2. Definitions. Section 2 of the Existing Repurchase Agreement is
hereby amended by deleting the definitions of “Commitment Fee” and “Maximum Committed
Purchase Price” and all references thereto.”



Section 3. Initiation; Termination. Section 3 of the Existing Repurchase
Agreement is hereby amended by deleting the lead in paragraph thereto.



Section 4. Commitment Fee. Section 29 of the Existing Repurchase Agreement is
hereby amended by deleting it in its entirety and replacing it with the following:



“SECTION 29. RESERVED”



Section 5. Conditions Precedent. This Amendment shall become effective on March 13,
2006 (the “Amendment Effective Date”) on which the following conditions precedent shall
have been satisfied:




(a) The Buyer shall have received the following, each of which shall be satisfactory to
the Buyer:




(i) this Amendment, executed and delivered by a duly authorized officer of each of the
Buyer and the Sellers; and




(ii) such other documents as the Buyer or counsel to the Buyer may reasonably request.



Section 6. Representations and Warranties. The Sellers hereby represent and warrant
to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase
Agreement on its part to be observed or performed, and that no Event of Default has occurred or is
continuing, and hereby confirms and reaffirms the representations and warranties contained in
Section 11 of the Repurchase Agreement.



Section 7. Confidentiality. The parties hereto acknowledge that this Amendment, the
Existing Repurchase Agreement, and all drafts thereof, documents relating thereto and transactions
contemplated thereby are confidential in nature and the Sellers agree that, unless otherwise
directed by a court of competent jurisdiction, it shall limit the distribution of such documents
and the discussion of such transactions to such of its officers, employees, attorneys, accountants
and agents as is required in order to fulfill its obligations under such documents and with respect
to such transactions.



Section 8. Limited Effect. Except as expressly amended and modified by this
Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms.



Section 9. GOVERNING LAW. THIS AMENDMENT SHALL BE 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.



Section 10. Counterparts. This Amendment may be executed in one or more counterparts
and by different parties hereto on separate counterparts, each of which, when so executed, shall
constitute one and the same agreement.



Section 11. Conflicts. The parties hereto agree that in the event there is any
conflict between the terms of this Amendment, and the terms of the Existing Repurchase Agreement,
the provisions of this Amendment shall control.



[SIGNATURE PAGE FOLLOWS]




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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.




MERRILL LYNCH BANK USA,


as Buyer




By: John Winchester

Name: John Winchester

Title: Vice President





Sellers:




ENCORE CREDIT CORP.




By: William E. Moffatt

Name: William E. Moffatt

Title: Director/Warehouse Lending



ECC CAPITAL CORPORATION




By: William E. Moffatt

Name: William E. Moffatt

Title: Director/Warehouse Lending



BRAVO CREDIT CORPORATION




By: William E. Moffatt

Name: William E. Moffatt

Title: Director/Warehouse Lending





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