Amendment Number Six to the Master Repurchase Agreement


 Exhibit 10.1 
  
 AMENDMENT NUMBER SIX 
 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 SIX (this “Amendment Number Six”) is made this 25th day of June, 2004, by and between 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 (the “Seller”) 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 the Seller and the Buyer, as amended pursuant to Amendment
Number One, dated December 23, 2002, Amendment Number Two, dated May 13, 2003, Amendment Number Three, dated September 16, 2003, Amendment Number Four, dated December 29, 2003, and Amendment Number Five, dated March 31, 2004 (collectively, the
“Master Repurchase Agreement”). 
  
 RECITALS 

 
 WHEREAS, the Seller has requested that Buyer agree to amend the Master
Repurchase Agreement to extend the term thereof as set forth below and the Buyer has agreed to such request. 
  
 WHEREAS, as of the date of this Amendment Number Six, the Seller 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 Master Repurchase Agreement and the Letter Agreement, dated as of May 30, 2002, between the Seller and the Buyer (the “Letter Agreement”) and not in default
under the Master Repurchase Agreement or the Letter 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 June 25, 2004, Section 18(e) of the Master
Repurchase Agreement is hereby amended by substituting “$10,000,000” for $2,500,000” in clause (i) thereof. 






 SECTION 2. Effective as of June 25, 2004, Section 27 of the Master Repurchase Agreement is hereby amended
by substituting “September 30, 2004” for “June 30, 2004” in clause (i) thereof. 
  
 SECTION 3. Representations. In order to induce the Buyer to execute and deliver this Amendment Number Six, the Seller hereby represents to the
Buyer that as of the date hereof, after giving effect to this Amendment Number Six, the Seller is in full compliance with all of the terms and conditions of the Master Repurchase Agreement and the Letter Agreement and no Default, Event of Default or
Material Adverse Change has occurred under the Master Repurchase Agreement. 
  
 SECTION 4. Fees and Expenses. Seller agrees to pay to Buyer all fees and out of pocket expenses incurred by Buyer in connection with this Amendment Number Six (including all reasonable fees and out of pocket
costs and expenses of Buyer’s legal counsel incurred in connection with this Amendment Number Six), in accordance with Section 22 of the Master Repurchase 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 Six shall become effective upon the execution hereof by the parties hereto. Except as expressly amended and modified by this Amendment Number Six, the Master Repurchase Agreement shall continue in full
force and effect in accordance with its terms. Reference to this Amendment Number Six 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 SIX
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 Six 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] 
  

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

			
	 CITIGROUP GLOBAL MARKETS REALTY CORP.

		
	 By:
	 	 /s/ EVAN J. MITNICK


	 Name:
	 	 Evan J. Mitnick

	 Title:
	 	 Director

	
	 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



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

			
	 NEW CENTURY MORTGAGE CORPORATION

		
	 By:
	 	 /s/ KEVIN CLOYD


	 Name:
	 	 Kevin Cloyd

	 Title:
	 	 Executive Vice President

	
	 NEW CENTURY FINANCIAL CORPORATION

		
	 By:
	 	 /s/ KEVIN CLOYD


	 Name:
	 	 Kevin Cloyd

	 Title:
	 	 Executive Vice President


  

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