EX-10.1






AMENDMENT NUMBER ONE

to the

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

dated as of March 16, 2005

among

ECC CAPITAL CORPORATION,

BRAVO CREDIT CORPORATION,

ENCORE CREDIT CORP.

and

WACHOVIA BANK, NATIONAL ASSOCIATION




This AMENDMENT NUMBER ONE (“Amendment Number One”), is made this 3rd day of August,
2005, among ECC Capital Corporation (“ECC”), Bravo Credit Corporation (“Bravo”),
Encore Credit Corp. (“Encore”; each of Encore, ECC and Bravo, a “Seller”, and
jointly and severally, the “Sellers”) and Wachovia Bank, National Association (the
“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 16,
2005, among the Buyer and the Sellers (the “Master Repurchase Agreement”).



RECITALS




WHEREAS, the Buyer and the Sellers have agreed to amend the definition of Maximum Aggregate
Purchase Price as more specifically set forth herein.



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. Defined Terms. Any terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Master Repurchase Agreement.



SECTION 2. Amendments.



(a) Effective as of August 3, 2005, Section 2(a) of the Master Repurchase Agreement is hereby
amended by deleting the definition of “Maximum Aggregate Purchase Price” in its entirety and
replacing the definition as follows:




“Maximum Aggregate Purchase Price” shall mean $1,000,000,000; provided that,
during the period commencing on August 3, 2005 and ending on August 31, 2005, such amount
shall be $300,000,000. The Maximum Aggregate Purchase Price shall be automatically
increased to $1,000,000,000 after August 31, 2005 without any further action on the part of
the Buyer or the Sellers.



SECTION 3. Conditions Precedent. This Amendment Number One shall become effective on
the date on which the Buyer shall have received the following:



(a) this Amendment Number One, executed and delivered by duly authorized officers of each of
the Sellers and the Buyer; and



(b) such other documents as the Buyer or counsel to the Buyer may reasonably request.



SECTION 4. Representations. In order to induce the Buyer to execute and deliver this
Amendment Number One, the Sellers hereby represent to the Buyer that (i) no Default or Event of
Default has occurred prior to the date hereof and is continuing on the date hereof and (ii) as of
the date hereof, after giving effect to this Amendment Number One, the Sellers are in full
compliance with all of the representations and warranties, covenants and any other terms and
conditions of the Master Repurchase Agreement and the other Program Documents. In addition, each
Seller hereby represents and warrants that no event has occurred that constitutes or should
reasonably be expected to constitute a Material Adverse Change with respect to it.



SECTION 5. Governing Law. THIS AMENDMENT NUMBER ONE SHALL BE GOVERNED BY AND
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.



SECTION 6. Counterparts. This Amendment Number One 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.



SECTION 7. Limited Effect. Except as expressly amended and modified by this
Amendment Number One, the Master Repurchase Agreement shall continue in full force and
effect in accordance with its terms. Reference to this Amendment Number One need not be made in
the Master Repurchase Agreement or any other instrument or document executed in connection
therewith or herewith, 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.



[SIGNATURE PAGE FOLLOWS]




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



ECC CAPITAL CORPORATION, as a Seller




By: /s/ William E. Moffatt

Name: William E. Moffatt

Title: Treasurer





ENCORE CREDIT CORP., as a Seller




By: /s/ William E. Moffatt

Name: William E. Moffatt

Title: Treasurer





BRAVO CREDIT CORPORATION, as a Seller




By: /s/ William E. Moffatt

Name: William E. Moffatt

Title: Treasurer





WACHOVIA BANK, NATIONAL ASSOCIATION,

as Buyer




By: /s/ Justin Zakocs

Name: Justin Zakocs

Title: Vice President




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