<PAGE>
EXHIBIT 10.9
AMENDMENT NUMBER ONE
TO
MASTER REPURCHASE AGREEMENT
DATED AS OF SEPTEMBER 2, 2005,
BETWEEN
BANK OF AMERICA, N.A., AS BUYER
AND
NEW CENTURY
MORTGAGE CORPORATION, HOME123 CORPORATION, NEW CENTURY CREDIT
CORPORATION AND NC CAPITAL CORPORATION, AS SELLERS
AND
NEW CENTURY FINANCIAL CORPORATION, AS GUARANTOR
This
AMENDMENT NUMBER ONE TO MASTER REPURCHASE AGREEMENT (this
"Amendment"), dated as of April 13, 2006 (the "Effective Date") is
entered into
between NEW CENTURY MORTGAGE CORPORATION, HOME123 CORPORATION, NEW
CENTURY
CREDIT CORPORATION and NC CAPITAL CORPORATION ("Sellers"), NEW
CENTURY FINANCIAL
CORPORATION ("Guarantor") and BANK OF AMERICA, N.A. ("Buyer").
RECITALS
A.
Sellers, Guarantor and Buyer entered into that certain Master
Repurchase
Agreement dated as of September 2, 2005 (the "Repurchase
Agreement").
B.
Buyer, Guarantor and Sellers each desire to modify the terms of
the
Repurchase Agreement as set forth in this Amendment.
C.
Sellers, Guarantor 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 to the Repurchase Agreement.
(a)
In Section 2(a) the following definitions shall be inserted:
<PAGE>
"Accounts" shall mean the accounts in the name of the related
Seller in
which the related escrow holdback is held, which account has been
pledged to the
Buyer as security for the obligations of the Sellers.
"Escrow Hold Back Loan" shall mean a Loan in connection with which
the
related Seller has held back an amount in escrow (which is held in
an Account)
related to completion of improvements to the Mortgaged Property
where such
improvements are not necessary for lawful occupancy of such
Mortgaged Property.
"Forty Year Mortgage Loan" shall mean (a) an Option ARM Loan or (b)
a Loan
which has been underwritten in accordance with the applicable
provisions of the
Fannie Mae Guides except as to maximum principal balance of loans,
in each case
which has a forty (40) year amortization period."
"Option ARM Loan" means an Adjustable Rate Loan which (i) provides
the
Mortgagor with multiple Monthly Payment options and (ii) may result
in Negative
Amortization, as set forth in the Underwriting Guidelines.
(b)
In Annex 1, Section 4(b)(iv), the words "and Sellers" shall be
deleted.
(c)
In Annex 1, Section 4(c)(iii), shall be deleted and the
following
inserted in its place:
"Buyer's remedies upon the occurrence of an Event of Default shall
be
determined as if all Principals were a single Buyer."
(d)
In Annex 1, Section 5 shall be deleted in its entirety and
replaced
with:
"Interpretation of Terms. All references to "Buyer" in the
Agreement
shall, subject to the provisions of this Annex I (including, among
other
provisions, the limitations on Agent's lia
