Amendment Number Five to the Master Repurchase Agreement dated as of 03/31/2004



 Exhibit 10.1 
  
 AMENDMENT NUMBER FIVE 
 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 FIVE (this “Amendment”) is made this 31st day of March, 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 and Amendment Number Four, dated December 29, 2003 (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, 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 March 31, 2004, Section 27 of the Master Repurchase Agreement is hereby amended by substituting “June 30,
2004” for “March 31, 2004” in clause (i) thereof. 
  
 SECTION 2. 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 3. 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 4. 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 SECTIONS 5-1401 and 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW). 
  
 SECTION 5. 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 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. 
  

			
	 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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