Amendment No. 5 to Note Purchase  Agreement



 Exhibit 10.2 
  
 AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT 
  
 AMENDMENT NO. 5 dated as of June 11, 2004 (this “Amendment”) to the Committed Note Purchase and Security
Agreement, dated as of May 10, 2002, as previously amended by Amendment No. 1 thereto, dated as of June 15, 2002, by Amendment No. 2 thereto, dated as of November 21, 2002, by Amendment No. 3 thereto, dated as of June 23, 2003, and by Amendment No.
4 thereto, dated as of May 14, 2004 (as amended, the “Note Purchase Agreement”), among NEW CENTURY FUNDING I, a Delaware statutory trust (the “Note Issuer” or the “Trust”), each Person party thereto
as a Purchaser or a Noteholder from time to time, and UBS REAL ESTATE SECURITIES INC. (f/k/a UBS Warburg Real Estate Securities Inc.) as Agent for the Purchasers and the Noteholders (the “Agent”). 
  
 RECITALS 
  
 The Note Issuer has requested that the Agent agree to amend certain provisions of the Note Purchase Agreement as set forth
in this Amendment. The Agent is willing to agree to such amendments, but only on the terms and subject to the conditions set forth below in this Amendment. These Recitals are hereby incorporated herein and made a part hereof for all purposes.

  
 NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Note Issuer and the Agent hereby agree as follows: 
  
 1. Defined Terms. Unless otherwise defined herein, all capitalized terms herein shall have the respective meanings given for such terms in the Note
Purchase Agreement. 
  
 2. Amendments. The following
amendments to the Note Purchase Agreement shall apply as of the date hereof upon the execution of this Amendment by all the parties hereto: 
  
 (a) The defined term “Termination Date” is hereby amended to read as follows: 
  
 “Termination Date” shall mean June 14, 2004; provided that
if the Note Issuer pays the facility fee due on June 14, 2004 and meets in all material respects all other requirements of the Transaction Documents, the Termination Date shall mean June 21, 2004, or such earlier date on which this Note Purchase
Agreement shall terminate in accordance with the provisions hereof, including Section 13.16 hereof; provided, however, that subsequent commitments may be provided by the Investors to the Note Issuer by written agreement.” 
  
 3. Representations and Warranties. To induce the Agent to enter into
this Amendment, the Note Issuer hereby represents and warrants to the Agent that, after 
  









 giving effect to the amendments provided for herein, the representations and warranties contained in the Note Purchase
Agreement and the other Note 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. 
  
 4. No Other Amendments. Except and to the extent expressly amended
herein, the Note Purchase Agreement shall remain in full force and effect, without any waiver, or additional amendment or modification of any other provision thereof. 
  
 5. Expenses. The Note Issuer hereby agrees to cause the Administrator to pay and reimburse the Agent for all of the
reasonable out-of pocket costs and expenses incurred by the Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of Dewey Ballantine LLP, counsel to
the Agent. 
  
 6. Governing Law. This Amendment, in all
respects, shall be governed by, and construed in accordance with, the laws of the State of New York, including all matters of construction, validity and performance, without regard to principles of conflicts of law. 
  
 7. Counterparts. This Amendment may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute but one and the same instrument. 
  
 8. Merger and Integration. Upon execution of this Amendment by the parties to the Agreement, this Amendment shall be
incorporated into and merged together with the Agreement. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect and the Agreement as hereby amended is further ratified and reconfirmed
in all respects. 
  
 9. Voting Rights. For the convenience
of cross-referencing, reference is hereby made to that certain direction letter of even date herewith (the “Direction Letter”) wherein New Century Mortgage Corporation, as the Administrator of New Century Funding I under the
Administration Agreement and the Depositor under the Trust Agreement, (a) directs Wilmington Trust Company to take all such action with respect to the Trust as is consistent with the terms and conditions of each of the Agreement and the Trust
Agreement and (b) thereby represents and warrants that (i) it is the holder of the majority of Voting Rights (as defined in the Trust Agreement) and (ii) the actions to be taken by Wilmington Trust Company pursuant to the Direction Letter and
hereunder are authorized by, and do not conflict with, the Transaction Documents. 
  
 10. Liability. It is expressly understood and agreed by the parties that (a) this Amendment is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as Owner Trustee, in
the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is 
  

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 made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made
and intended for the purpose of binding the Trust with respect thereto, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressly or
impliedly contained herein, and the right to claim any and all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington
Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust hereunder or under any
other related documents. Nothing expressed or implied in the preceding sentence, however, shall alter the terms and conditions of Section 5.1 of the Trust Agreement. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to the Note Purchase Agreement to
be duly executed and delivered as of the date specified above. 
  

			
	NOTE ISSUER
	
	NEW CENTURY FUNDING I
		
	By:	 	WILMINGTON TRUST COMPANY,
	 	 	not in its individual capacity, but
	 	 	solely as Owner Trustee under the
	 	 	Trust Agreement
		
	By:	 	    /s/    MARY KAY PUPILLO
	 	 	 Name: Mary Kay Pupillo

	 	 	 Title: Assistant Vice President

	
	Address for Notices:
	
	New Century Funding I
	c/o Wilmington Trust Company
	Rodney Square North
	1100 North Market Street
	Wilmington, Delaware 19890
	Attention: Corporate Trust Administration
	Telecopy No.: 302-636-4140 or 302-636-4141
	Telephone No.: 302-651-1000
	
	With a copy to:
	
	New Century Funding I
	c/o New Century Mortgage Corporation
	18400 Von Karman,
	Suite 1000
	Irvine, California 92612
	Attention: Ralph Flick, Esq.
	Telecopier No.: 949-440-7033
	Telephone No.: 949-863-7243


  










			
	AGENT
	
	UBS REAL ESTATE SECURITIES INC.
		
	By:	 	/s/    ROBERT CARPENTER
	 	 	 Name: Robert Carpenter

	 	 	 Title: Director

		
	By:	 	/s/    GEORGE A. MANGIARACINA
	 	 	 Name: George A. Mangiaracina

	 	 	 Title: Managing Director

	
	Address for Notices:
	
	1285 Avenue of the Americas
	New York, New York 10019
	Attention: Robert Carpenter
	 George A. Mangiaracina

	Telecopier No: 212-713-9597
	Telephone No: 212-713-2000
	
	PURCHASER AND NOTEHOLDER
	
	UBS REAL ESTATE SECURITIES INC.
		
	By:	 	/s/    ROBERT CARPENTER
	 	 	 Name: Robert Carpenter

	 	 	 Title: Director

		
	By:	 	/s/    GEORGE A. MANGIARACINA
	 	 	 Name: George A. Mangiaracina

	 	 	 Title: Managing Director



  
 [Signature page
for Amendment No. 5 to Note Purchase Agreement] 
  










			
	Address for Notices:
	
	1285 Avenue of the Americas
	New York, New York 10019
	Attention: Robert Carpenter
	 George A. Mangiaracina

	Telecopier No: 212-713-9597
	Telephone No: 212-713-2000


  
 [Signature page
for Amendment No. 5 to Note Purchase Agreement]