Amendment No. 2 to the Master Repurchase Agreement


 Exhibit 10.1 
  
 AMENDMENT NUMBER TWO 
 to the 
 Master Repurchase Agreement 
 dated as of May 30, 2002 
 by and between 
 NEW CENTURY FUNDING SB-1, a Delaware statutory trust 
 and 
 SALOMON BROTHERS REALTY CORP. 
  
 This AMENDMENT NUMBER TWO (this “Amendment”) is made this 13th day of May, 2003, 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 sucessor in interest 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, between the Seller and the Buyer (as amended, the
“Master Repurchase Agreement”). 
  
 RECITALS 
  
 WHEREAS, the Seller has requested
that Buyer agree to amend the Master Repurchase Agreement as set forth below and the Buyer has agreed to such request. 
  
 WHEREAS, as of the date of this Amendment, 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, as amended pursuant to Amendment Number One, dated December 23, 2002,
between the Seller and the Buyer (as amended, 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 May 13, 2003, the definition of “Indebtedness” in Section 2 of the Master Repurchase Agreement is hereby amended by adding the following to the end thereof:

  
 “less (k) the aggregate amount of any indebtedness that
is reflected on the balance sheet of such Person in respect of obligations incurred pursuant to a securitization transaction, solely to the extent such obligations are secured by the assets securitized thereby and are non-recourse to such
Person.” 
  
 SECTION 2.    Fees and
Expenses.    The Seller agrees to pay to the Buyer all fees and out of pocket expenses incurred by the Buyer in connection with this Amendment (including all reasonable fees and out of pocket costs and expenses of the
Buyer’s legal counsel incurred in 






 connection with this Amendment), in accordance with Section 22 of the Master Repurchase Agreement. 
  
 SECTION 3.    Defined
Terms.    Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Master Repurchase Agreement. 
  
 SECTION 4.    Representations.    In order to induce the Buyer to execute and
deliver this Amendment, the Seller hereby represents to the Buyer that as of the date hereof, after giving effect to this Amendment, 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 5.    Limited Effect.    This Amendment shall become effective upon the execution hereof by the
parties hereto. Except as expressly amended and modified by this Amendment, the Master Repurchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment 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 6.    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 WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW). 
  
 SECTION
7.    Counterparts.    This Amendment 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 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
MITNICK        


	 Name:
	 	 Evan Mitnick        


	 Title:
	 	 Director      




  

	 NEW CENTURY FUNDING SB-1

		
	By:	 	 Christiana Bank & Trust Company, not in
 its individual capacity but solely as trustee

		
	 By:
	 	 /s/    DEBRA A. BALLIET


	 Name:
	 	 Debra A. Balliet


	 Title:
	 	 Assistant Vice President




  
 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. 
  

	NEW CENTURY MORTGAGE CORPORATION
		
	 By:
	 	 /S/    KEVIN
CLOYD        


	 Name:
	 	 Kevin Cloyd         


	 Title:
	 	 Senior Vice President




  

	NEW CENTURY FINANCIAL CORPORATION
		
	 By:
	 	 /S/    PATTI
DODGE        


	 Name:
	 	 Patti Dodge         


	 Title:
	 	 SVP/Controller




  

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