EX-10.2






EXECUTION COPY




AMENDMENT NUMBER FOUR

to the

MASTER REPURCHASE AGREEMENT

and

PRICING SIDE LETTER,

Each dated as of May 16, 2005

among

DB STRUCTURED PRODUCTS, INC.,

ASPEN FUNDING CORP.,

NEWPORT FUNDING CORP.,

ECC CAPITAL CORPORATION,

ENCORE CREDIT CORP.,

BRAVO CREDIT CORPORATION,

ECC SPV II,

ENCORE SPV II

and

BRAVO SPV II




This AMENDMENT NUMBER FOUR TO MASTER REPURCHASE AGREEMENT AND PRICING SIDE LETTER (this
“Amendment”), is made and is effective as of this 12th day of May, 2006 (the “Amendment Number Four
Effective Date”), among DB Structured Products, Inc. (“DBSP”), Aspen Funding Corp. (“Aspen”),
Newport Funding Corp. (“Newport” and collectively with DBSP and Aspen, the “Buyers”), ECC Capital
Corporation (“ECC”), Encore Credit Corp. (“Encore”), Bravo Credit Corporation (“Bravo” and
collectively with ECC and Encore, the “Guarantors”), ECC SPV II (“ECC SPV”), Encore SPV II (“Encore
SPV”) and Bravo SPV II (“Bravo SPV” and collectively with ECC SPV and Encore SPV, the “Sellers”).



R E C I T A L S




Guarantors, Sellers and Buyers entered into that certain Master Repurchase Agreement dated as
of May 16, 2005 (as amended, supplemented and otherwise modified from time to time, the
“Repurchase Agreement”) and pricing side letter, dated as of May 16, 2006 (as amended,
supplemented and otherwise modified from time to time, the “Pricing Side Letter”).



Guarantors, Buyers and Sellers entered into that certain Amendment Number One to the
Repurchase Agreement and Pricing Side Letter dated August 18, 2005, Amendment Number Two to the
Repurchase Agreement and Pricing Side Letter dated February 28, 2006 and Amendment Number Three to
the Repurchase Agreement dated April 14, 2006.



Guarantors, Buyers and Sellers each desire to further modify certain terms of the Repurchase
Agreement and Pricing Side Letter as set forth in this Amendment.



Guarantors, Buyers and Sellers each have agreed to execute and deliver this Amendment on the
terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
in the Repurchase Agreement and Pricing Side Letter, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to the following (all capitalized terms used, but not
defined, herein shall have the meanings ascribed to such terms in the Repurchase Agreement or
Pricing Side Letter, as applicable):



1. Amendments. Upon execution of this Amendment by each party hereto and effective
as of the Amendment Number Four Effective Date:




	 	(a)	 	With respect to the Repurchase Agreement:






	 	(i)	 	The definition of Closing Date in Section 2 (Definitions and
Interpretation) of the Repurchase Agreement is hereby deleted in its entirety
and replaced with the following definition:






“Closing Date”: May 15, 2006




	 	(ii)	 	The definition of Maximum Aggregate Purchase Price in Section 2
(Definitions and Interpretation) of the Repurchase Agreement is hereby deleted
in its entirety and replaced with the following definition:






“Maximum Aggregate Purchase Price” means Two Hundred Million Dollars
($200,000,000) for all Sellers. The Buyers may or may not in their sole
discretion enter into Transactions with respect to the Maximum Aggregate
Purchase Price and the Sellers acknowledge and agree that the Maximum
Aggregate Purchase Price represents an uncommitted obligation of the Buyers.




	 	(iii)	 	The definition of Termination Date in Section 2 (Definitions
and Interpretation) is hereby deleted in its entirety and replaced with the
following definition:






“Termination Date” means the earlier of (i) May 14, 2007 or (ii) at
Buyers’ option, upon the occurrence of an Event of Default.




	 	(iv)	 	The first sentence of subpart (a) of Section 3 (The
Transactions) is hereby deleted in its entirety and replaced with the
following:






Subject to the terms and conditions of the Program Documents, DBSP, Aspen
and Newport may enter into Transactions with an aggregate Purchase Price for
all Purchased Loans acquired by all Buyers and sold by all Sellers not to
exceed the Maximum Aggregate Purchase Price. This Agreement is not a
commitment by Buyers to enter into Transactions with Sellers but rather sets
forth the procedures to be used in connection with periodic requests for
Buyers to enter into Transactions with Sellers. Sellers hereby acknowledges
that Buyers are under no obligation to agree to enter into, or to enter
into, any Transaction pursuant to this Agreement.




	 	(v)	 	Subpart (b) of Section 3 (The Transactions) is hereby amended
by deleting the fourth sentence thereof and replacing it with the following:






Provided that the applicable conditions in Sections 10(a) and (b) have been
satisfied, each Purchased Loan that is repurchased by the related Seller on
the Repurchase Date shall automatically become subject to a new Transaction
unless (i) the related Seller is otherwise notified by the related Buyer at
least five (5) Business Days prior to any such Repurchase Date or (ii) the
related Buyer is otherwise notified by the related Seller at least one (1)
Business Day prior to any such Repurchase Date; provided
that if the Repurchase Date so determined is later than the
Termination Date, the Repurchase Date for such Transaction shall
automatically reset to the Termination Date, and the provisions of this
sentence as it might relate to a new Transaction shall expire on such date.




	 	(vi)	 	The first sentence of Section 20 (Remedies) of the Repurchase
Agreement is hereby amended by deleting the parenthetical in its entirety.






	 	(vii)	 	The last sentence of Section 38 (Due Diligence) of the
Repurchase Agreement is hereby deleted in its entirety and replaced with the
following:






Servicer, Sellers and the applicable ECC Persons shall pay Buyers’
out-of-pocket costs and expenses incurred in connection with any due
diligence hereunder.




	 	(b)	 	With respect to the Pricing Side Letter:






	 	(i)	 	Section 2 of the Pricing Side Letter is hereby amended by
deleting the first sentence in its entirety and replacing it with the
following:






The Sellers shall be responsible for any and all legal fees and expenses,
due diligence and other out-of-pocket expenses incurred by a Buyer or its
agents in connection with preparation, review, negotiation, setting up,
administering or amending of this Pricing Side Letter, the Agreement, the
other Program Documents and the transactions contemplated thereby.



2. Representations and Warranties. Each of the Sellers and Guarantors hereby
represents and warrants that (a) it has the power and is duly authorized to execute and deliver
this Amendment, (b) this Amendment has been duly authorized, executed and delivered, (c) it is and
will continue to be duly authorized to perform its obligations under the Program Documents, (d) the
execution, delivery and performance by it of this Amendment does not and will not require any
consent or approval, which has not already been obtained, from any Governmental Authority,
equityholder or any other Person, (e) the execution, delivery and performance by it of this
Amendment shall not result in the breach of, or constitute a default under, any material agreement
or instrument to which it is a party and (f) this Amendment and each of the Program Documents
(after giving effect to this Amendment) to which it is a party constitutes its legal, valid and
binding obligations, enforceable against it in accordance with their respective terms, except as
limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other
similar laws (whether statutory, regulatory or decisional) and general equitable principles
affecting creditors’ rights and remedies regardless of whether such enforceability is considered in
a proceeding in equity or at law. The Sellers represent and warrant that no Default or Event of
Default has occurred. Each of the Seller and Guarantor represents and warrants that it is in
compliance with all provisions and terms of the Repurchase Agreement and each other Program
Document to which it is a party and by which it may be bound.



3. Expenses. Sellers shall promptly reimburse Buyers for all out-of-pocket costs and
expenses of Buyers in connection with the preparation, execution and delivery of this Amendment
(including, without limitation, the fees and expenses of counsel for Buyers).



4. Entire Agreement; No Other Changes. This Amendment supersedes and integrates all
previous negotiations, contracts, agreements and understandings between the parties with respect to
the subject matter hereof, and it contains the entire final agreement of the parties. Except as
expressly modified or amended in this Amendment, all of the terms, covenants, provisions,
agreements and conditions of the Repurchase Agreement are hereby ratified and confirmed in every
respect and shall remain unmodified and unchanged and shall continue in full force and effect.



5. Severability. If any provision of this Amendment is declared invalid by any court
of competent jurisdiction, such invalidity shall not affect any other provision of this Amendment,
and this Amendment shall be enforced to the fullest extent permitted by law.



6. Counterparts. This Amendment may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one and the same
instrument.



7. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW). THE PARTIES HERETO EACH HEREBY WAIVE THE RIGHT OF A TRIAL BY JURY IN ANY
LITIGATION ARISING HEREUNDER.



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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute this Amendment Number Four to Master Repurchase Agreement as of the date first written
above.



ECC SPV II, as Seller


By: ECC Capital Corporation, as Administrator



By: /s/ Troy A. Gotschall

Name: Troy A. Gotschall

Title: Executive Vice President







ENCORE SPV II, as Seller

By: Encore Credit Corp., as Administrator



By: /s/ Troy A. Gotschall

Name: Troy A. Gotschall

Title: President and Chief Executive Officer







BRAVO SPV II, as Seller

By: Bravo Credit Corporation, as Administrator



By: /s/ Troy A. Gotschall

Name: Troy A. Gotschall

Title: Executive Vice President















ECC CAPITAL CORPORATION, as Originator and Guarantor



By: /s/ Troy A. Gotschall

Name: Troy A. Gotschall

Title: Executive Vice President







ENCORE CREDIT CORP., as Guarantor and Originator



By: /s/ Troy A. Gotschall

Name: Troy A. Gotschall

Title: President and CEO







BRAVO CREDIT CORPORATION, as Guarantor and Originator



By: /s/ Troy A. Gotschall

Name: Troy A. Gotschall

Title: Executive Vice President













DB STRUCTURED PRODUCTS, INC., as Buyer and Agent, as applicable



By: /s/ Vincent D’Amore

Name: Vincent D’Amore

Title: Director





By: /s/ John McCarthy

Name: John McCarthy

Title: Authorized Signatory



ASPEN FUNDING CORP., as Buyer and Agent, as applicable



By: /s/ Doris J. Hearn

Name: Doris J. Hearn

Title: Vice President







NEWPORT FUNDING CORP., as Buyer and Agent, as applicable



By: /s/ Doris J. Hearn

Name: Doris J. Hearn

Title: Vice President




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