Amendment Number Nine to the Master Repurchase Agreement



 Exhibit 10.2 
  
 AMENDMENT NUMBER NINE 
 to the 
 Master Repurchase Agreement 
 dated as of May 30, 2002 
 by and between 
 NEW CENTURY FUNDING SB-1, a Delaware statutory trust 
 and 
 CITIGROUP GLOBAL MARKETS REALTY CORP. 
 (as
successor to SALOMON BROTHERS REALTY CORP.) 
  
 This AMENDMENT
NUMBER NINE (this “Amendment Number Nine”) is made this 30th day of March, 2005, by and among NEW CENTURY
FUNDING SB-1, a Delaware statutory trust, having an address at c/o Christiana Bank & Trust Company, 1314 King Street, Wilmington, Delaware, 19801 (“NC SB-1”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (as successor to Salomon Brothers
Realty Corp.), having an address at 390 Greenwich Street, New York, New York 10013 (the “Buyer”) to the Master Repurchase Agreement, dated as of May 30, 2002, between NC SB-1 and the Buyer, as amended (the “Agreement”).

  
 RECITALS 
  
 WHEREAS, Buyer and NC SB-1 have agreed to amend the Agreement to extend the
termination date thereof; and 
  
 WHEREAS, as of the date of this
Amendment Number Nine, NC SB-1 represents to the Buyer that it is in compliance with all of the representations and warranties and all of the affirmative and negative covenants set forth in the Agreement and not in default under the Agreement.

  
 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. Effective as of March 30, 2005, Section 27 of the Agreement shall be amended by substituting “June 30, 2005” for “March 31,
2005” in clause (i) thereof. 
  
 SECTION 2.
Representations. In order to induce the Buyer to execute and deliver this Amendment Number Nine, the Seller hereby represents to the Buyer that as of the date hereof, after giving effect to this Amendment Number Nine, the Seller is in full
compliance with all of the terms and conditions of the Agreement and the Letter Agreement and no Default, Event of Default or Material Adverse Change has occurred under the Agreement. 
  
 SECTION 3. Commitment Fee. As a condition to Buyer executing this Amendment Number Nine, and Amendment Number Five to
the Amended and Restated Letter Agreement among New Century Credit Corporation, New Century Capital Corporation, New Century Mortgage Corporation and Buyer dated as of the date hereof, 







 
Seller agrees to pay to Buyer no later than 4:00 p.m. (New York City time) on April 1, 2005, a commitment fee in the amount of $250,000, such payment to be
made in United States dollars, in immediately available funds, without deduction, set-off or counterclaim in satisfaction of Section 1(d) of the Amended and Restated Letter Agreement among New Century Credit Corporation, New Century Capital
Corporation, New Century Mortgage Corporation and Buyer. 
  
 SECTION 4. Fees and Expenses. In addition to the commitment fee set forth in Section 3 above, Seller agrees to pay to Buyer all fees and out of pocket expenses incurred by Buyer in connection with this Amendment Number Nine and all
other related documentation (including all reasonable fees and out of pocket costs and expenses of Buyer’s legal counsel incurred in connection with the foregoing documents), in accordance with Section 22 of the Agreement. 
  
 SECTION 5. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Master Repurchase Agreement. 
  
 SECTION 6. Limited Effect. This Amendment Number Nine shall become effective upon the execution hereof by the parties hereto. Except as expressly
amended and modified by this Amendment Number Nine, the Master Repurchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Nine need not be made in the Master Repurchase Agreement or
any other instrument or document executed in connection therewith, 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. 
  
 SECTION 7. GOVERNING LAW. THIS AMENDMENT NUMBER NINE 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 WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTIONS 5-1401 and 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

  
 SECTION 8. Counterparts. This Amendment Number Nine 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. 
  
 [Signature Page Follows] 







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

			
	NEW CENTURY FUNDING SB-1
	
	By: Christiana Bank & Trust Company, not in
	its individual capacity but solely as owner trustee
		
	By:	 	 /s/ James M. Young


	Name:	 	James M. Young
	Title:	 	Assistant Vice President
	
	CITIGROUP GLOBAL MARKETS REALTY CORP.
		
	By:	 	 /s/ James Xanthos


	Name:	 	James Xanthos
	Title:	 	Authorized Signer


  
 Each of the
undersigned Guarantors under the Guaranty and Pledge Agreement dated as of May 30, 2002, as amended, hereby acknowledges and agrees to the amendments and modifications to the Master Repurchase Agreement made pursuant to this Amendment Number Nine.

  

			
	NEW CENTURY MORTGAGE CORPORATION
		
	By:	 	 /s/ Kevin Cloyd


	Name:	 	Kevin Cloyd
	Title:	 	Executive Vice President
	
	NEW CENTURY FINANCIAL CORPORATION
	(f/k/a New Century REIT, Inc.)
		
	By:	 	 /s/ Kevin Cloyd


	Name:	 	Kevin Cloyd
	Title:	 	Executive Vice President
		
	By:	 	 /s/ Robert K. Cole


	Name:	 	Robert K. Cole
	Title:	 	Chairman and CEO