Amendment No. 5 to the Letter Agreement, dated March 31, 2004


 Exhibit 10.4 
  
 AMENDMENT NUMBER FIVE 
 to the 
 Letter Agreement 
 dated as of January 1, 2002 
 by and among 
 NEW CENTURY MORTGAGE CORPORATION 
 NC CAPITAL CORPORATION 
 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, among NEW CENTURY MORTGAGE CORPORATION, having an address at 18400 Von Karman, Irvine, California 92612 (“New Century”),
NC CAPITAL CORPORATION, having an address at 18400 Von Karman, Irvine, California 92612 (“NCCC”) 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 (“Citigroup”) to the LETTER AGREEMENT, dated as of January 1, 2002, among New Century, NCCC and Citigroup, as amended pursuant to Amendment Number One, dated December 23, 2002, Amendment Number Two, dated
April 30, 2003, Amendment Number Three, dated September 16, 2003 and Amendment Number Four, dated December 29, 2003 (the “Letter Agreement”). 
  

RECITALS 
  
 WHEREAS, New Century and NCCC have requested that Citigroup agree to amend the Letter Agreement to extend the term thereof as more expressly set forth
below and Citigroup has agreed to such request. 
  
 WHEREAS, as of
the date of this Amendment, each of New Century and NCCC represents to Citigroup that it is in compliance with all of the representations and warranties and all of the affirmative and negative covenants set forth in the Letter Agreement and the
Purchase and Sale Agreement, dated as of January 1, 2002, among NCCC, New Century and Citigroup (the “Purchase and Sale Agreement”) and is not in default under the Letter Agreement or the Purchase and Sale 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, Paragraph 1(a) of the Letter Agreement is hereby amended by replacing the two occurrences of “March 31,
2004” with “June 30, 2004”. 
  
 SECTION 2. Fees
and Expenses. NCCC agrees to pay to Citigroup all fees and out of pocket expenses incurred by Citigroup in connection with this Amendment (including all reasonable fees and out of pocket costs and expenses of Citigroup’s legal counsel
incurred in connection with this Amendment), in accordance with Paragraph 5(i) of the Letter Agreement. 






 SECTION 3. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the
respective meanings set forth in the Letter Agreement. 
  
 SECTION
4. Representations. In order to induce Citigroup to execute and deliver this Amendment, NCCC and New Century hereby represent to Citigroup that as of the date hereof, after giving effect to this Amendment, each of NCCC and New Century is in
full compliance with all of the terms and conditions of the Letter Agreement and the Purchase and Sale Agreement and no Termination Event or material adverse change has occurred under the Letter Agreement and no Seller default or Seller Event of
Default has occurred under the Purchase and Sale Agreement. 
  
 SECTION 5. 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 Letter Agreement shall continue in full force and
effect in accordance with its terms. Reference to this Amendment need not be made in the Letter 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 Letter Agreement, any reference in any of such items to the Letter Agreement being sufficient to refer to the Letter Agreement as amended hereby. 
  
 SECTION 6. 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 7. 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, NCCC, New Century and Citigroup 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


	
	NC CAPITAL CORPORATION
		
	By:	 	 /s/    KEVIN CLOYD


	Name:	 	 Kevin Cloyd


	Title:	 	 President


	
	NEW CENTURY MORTGAGE CORPORATION
		
	By:	 	 /s/    KEVIN CLOYD


	Name:	 	 Kevin Cloyd


	Title:	 	 Executive Vice President




  
 The undersigned
Guarantor under the Limited Guaranty dated as of January 1, 2002, hereby acknowledges and agrees to the amendment and modification to the Letter Agreement made pursuant to this Amendment. 
  

			
	NEW CENTURY MORTGAGE CORPORATION
		
	By:	 	 /s/    Kevin CLOYD


	Name:	 	 Kevin Cloyd


	Title:	 	 Executive Vice President




  

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