Amendment #2 to Commitment Letter, Dated as of 07/25/2003



 EXHIBIT 10.13 
  
 AMENDMENT NO. 2 TO 
 COMMITMENT LETTER 
  
 This AMENDMENT NO. 2 TO COMMITMENT LETTER
(the “Amendment”) is made and entered into as of July 25, 2003 by and between Countrywide Warehouse Lending (“Lender”) and Encore Credit Corp (“Borrower”). This Amendment amends that certain Commitment Letter by and
between Lender and Borrower dated as of May 13, 2002 (the “Commitment Letter”), which supplements that certain Revolving Credit and Security Agreement by and between Lender and Borrower dated as of May 13, 2002 (as may be amended from time
to time, the “Credit Agreement”). 
  
 R E C I T A L
S 
  
 Lender and Borrower have previously entered into the
Commitment Letter and Credit Agreement pursuant to which Lender may, from time to time, provide Borrower credit in the form of a warehouse line secured by residential mortgage loans. Lender and Borrower hereby agree that the Commitment Letter shall
be amended as provided herein. 
  
 In consideration of the mutual promises
contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree as follows: 
  

	1.	Aggregate Credit Limit. Lender and Borrower agree that the Aggregate Credit Limit of the Commitment Letter shall be deleted in its entirety and replaced with the
following: 

  
 “One Hundred Twenty Million
Dollars ($125,000,000)” 
  

	2.	Schedule 3—Minimum Over/Under Account Balance. Lender and Borrower agree that the Minimum Over/Under Account Balance set forth in Schedule 3 of the Commitment
Letter shall be deleted in its entirety and replaced with the following: 

  
 “Minimum OVER/UNDER ACCOUNT BALANCE : One Million Two Hundred and Fifty Dollars ($1,250,000) Interest to be paid monthly on the Over/Under Account Minimum Balance at a rate of 30 day LIBOR less 50 basis
points.” 
  

	3.	Financial Ratios. Lender and Borrower agree that the Financial Ratios of the Commitment Letter shall be deleted in its entirety and replaced with the following:


  
 “ 
  

					
	 	 	 Minimum Tangible Net Worth:
	  	$10,000,000
	 	 	Maximum ratio for use of Warehouse Facilities, Purchase facilities, and Repurchase facilities, to Tangible Net Worth plus Subordinated Debt:	  	30:1
	 	 	 Minimum Liquidity:
	  	Borrower to maintain cash or cash equivalents in a minimum amount at least equal to the 30% of Tangible Net Worth, inclusive of the Over/Under Account Balance.
	 	 	 Profitability:
	  	Borrower must be profitable on a quarterly basis.

 ” 
  

	4.	No Other Amendments; Conflicts with Previous Amendments. Other than as expressly modified and amended herein, the Commitment Letter shall remain in full force and
effect and nothing herein shall affect the rights and remedies of Lender as provided under the Commitment Letter and Credit Agreement. To the extent any amendments to the Commitment Letter contained herein conflict with any previous amendments to
the Commitment Letter, the amendments contained herein shall control. 

  

	5.	Capitalized Terms. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement.


  
 6. Facsimiles: Facsimile
signatures shall be deemed valid and binding to the same extent as the original. 
  
 IN WITNESS WHEREOF, Lender and Borrower have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first written above. 
  

									
	COUNTRYWIDE WAREHOUSE LENDING	 	 	 	ENCORE CREDIT CORP.
					
	By:	 	 	 	 	 	By:	 	 
	 	 	Signature	 	 	 	 	 	Signature
	 Name:
	 	Thomas C. Williams	 	 	 	Name:	 	 
					
	Title:	 	President	 	 	 	Title: