Amendment Number One to the Master Repurchase Agreement dated as of 04/12/2004



 Exhibit 10.2 
  
 AMENDMENT NUMBER ONE 
  
 to the 
 Master Repurchase Agreement 

dated as of March 10, 2004, 
 between

 BANK OF AMERICA, N.A., as Buyer 
 and 
 NC CAPITAL CORPORATION, as Seller 
  
 This AMENDMENT NUMBER ONE TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of April 12, 2004 (the “Effective
Date”) is entered into between NC CAPITAL CORPORATION (“Seller”) and BANK OF AMERICA, N.A. (“Buyer”). 
  
 RECITALS 
  
 A. Seller and Buyer entered into that certain Master Repurchase Agreement dated as of March 10, 2004 (the “Repurchase Agreement”).

  
 B. Buyer and Seller each desires to modify the terms of the
Repurchase Agreement as set forth in this Amendment. 
  
 C. Seller
and Buyer 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, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree to the following: 
  
 1. Miscellaneous. For all purposes of this Amendment, except as otherwise expressly provided or unless the context otherwise requires, (a) unless otherwise defined herein, all capitalized terms used herein
shall have the meanings attributed to them by the Repurchase Agreement, (b) the capitalized terms expressly defined in this Amendment have the meanings assigned to them in this Amendment and include (i) all genders and (ii) the plural as well as the
singular, (c) all references to words such as “herein”, “hereof’ and the like shall refer to this Amendment as a whole and not to any particular article or section within this Amendment, (d) the term “include” and all
variations thereon shall mean “include without limitation”, and (e) the term “or” shall include “and/or”. 
  
 2. Amendments. Effective as of the Effective Date, Section 37 shall be modified by deleting the section in its entirety and
replacing it with the following: 
  
 The
Maximum Aggregate Purchase Price under this Agreement shall equal $1,525,000,000. 
  
 3. No Other Changes. 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. 
  
 4. 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. The originally executed Amendment may be delivered by
facsimile with the original executed document to follow. 







 5. Governing Law; Waiver of Jury Trial. This Amendment 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 conflicts of laws principles. Seller hereby waives
the right of 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 One to the Master Repurchase Agreement as of the date first above written. 
  

			
	 BANK OF AMERICA, N.A., AS BUYER

		
	By:	 	/s/    GARRETT DOLT        
	 	 	

	 	 	 Garrett Dolt
 Principal

	
	 NC CAPITAL CORPORATION, AS SELLER

		
	By:	 	/s/    KEVIN CLOYD        
	 	 	

	 	 	 Kevin Cloyd
 President



  
 Acknowledged and Agreed:

  

			
	 NEW CENTURY MORTGAGE CORPORATION,
AS GUARANTOR

		
	By:	 	/s/    KEVIN CLOYD        
	 	 	

	 	 	 Kevin Cloyd
 Executive Vice President

	
	 NEW CENTURY FINANCIAL CORPORATION,
AS GUARANTOR

		
	By:	 	/s/    KEVIN CLOYD        
	 	 	

	 	 	 Kevin Cloyd
 Executive Vice President