Amendment Number Five to the Amended and Restated Letter Agreement



 Exhibit 10.1 
  
 AMENDMENT NUMBER FIVE 
 to the 
 Amended and Restated Letter Agreement 
 dated as of October 1, 2004 
 by and among 
 NEW CENTURY MORTGAGE CORPORATION 
 NC CAPITAL CORPORATION 
 NEW CENTURY CREDIT CORPORATION 
 and 

CITIGROUP GLOBAL MARKETS REALTY CORP. 
  
 This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 30th day of March, 2005, among NEW CENTURY MORTGAGE CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC
Mortgage”), NC CAPITAL CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC Capital”), NEW CENTURY CREDIT CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine,
California 92612 (“NC Credit”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, New York, New York 10013 (“Citigroup”) to the AMENDED & RESTATED LETTER AGREEMENT, dated as of
October 1, 2004, among NC Mortgage, NC Capital, NC Credit and Citigroup, as amended (the “Letter Agreement”). 
  
 RECITALS 
  
 WHEREAS, NC Mortgage, NC Capital and NC Credit have requested that Citigroup agree to extend the termination date as more expressly set forth below and
Citigroup has agreed to such request. 
  
 WHEREAS, as of the date
of this Amendment Number Five, each of NC Mortgage, NC Capital and NC Credit 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 Amended and Restated Purchase and Sale Agreement, dated as of October 1, 2004, among NC Capital, NC Credit 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 30, 2005, the first paragraph of Section 1(a) of the Letter Agreement is hereby amended by
deleting the words “March 31, 2005” on the second and third lines thereof and replacing each with “June 30, 2005”. 
  
 SECTION 2. Effective as of March 30, 2005, the first paragraph of Section 4(c) of the Letter Agreement is hereby amended by deleting the words “March
31, 2005” on the second and third lines thereof and replacing each with “June 30, 2005”. 







 SECTION 3. Fees and Expenses. NC Capital agrees to pay to Citigroup all fees and out of pocket
expenses incurred by Citigroup in connection with this Amendment Number Five (including all reasonable fees and out of pocket costs and expenses of Citigroup’s legal counsel incurred in connection with this Amendment Number Five), in accordance
with Section 5(i) of the Letter Agreement. 
  
 SECTION 4.
Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Letter Agreement. 
  
 SECTION 5. Representations. In order to induce Citigroup to execute and deliver this Amendment Number Five, NC Capital, NC Mortgage and NC Credit
hereby represent to Citigroup that as of the date hereof, after giving effect to this Amendment Number Five, each of NC Capital, NC Mortgage and NC Credit 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 6. Limited Effect. This Amendment Number Five shall become
effective upon the execution hereof by the parties hereto. Except as expressly amended and modified by this Amendment Number Five, the Letter Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment
Number Five 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 7. GOVERNING LAW. THIS AMENDMENT NUMBER FIVE 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 SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
  
 SECTION 8. Counterparts. This Amendment Number Five 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, NC Capital, NC Mortgage, NC Credit and Citigroup have caused this Amendment Number
Five 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/ James Xanthos


	Name:	 	James Xanthos
	Title:	 	Authorized Signer
	
	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
	
	NEW CENTURY CREDIT CORPORATION
		
	By:	 	 /s/ Kevin Cloyd


	Name:	 	Kevin Cloyd
	Title:	 	Executive Vice President


  

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