exv10w19



 







Exhibit 10.19




AMENDMENT NUMBER THIRTEEN

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 THIRTEEN (this “Amendment Number Thirteen”) is made this 7th day
of July, 2006, 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 and 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 and modify the Letter Agreement as more expressly set forth below and
Citigroup has agreed to such request.




          WHEREAS, as of the date of this Amendment Number Thirteen, 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 July 10, 2006, the Letter Agreement is hereby amended as follows:




          (a) The first paragraph of Section 1(a) of the Letter Agreement is hereby amended by deleting
the words “July 10, 2006” on the second and third lines thereof and replacing each with “July 31,
2006”;




 









 








          (b) The first paragraph of Section 4(c) of the Letter Agreement is hereby amended by deleting
the words “July 10, 2006” on the second and third lines thereof and replacing each with “July 31,
2006”.




          SECTION 2. 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 Thirteen
(including all reasonable fees and out of pocket costs and expenses of Citigroup’s legal counsel
incurred in connection with this Amendment Number Thirteen), in accordance with Section 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 Number Thirteen, NC Capital, NC Mortgage and NC Credit hereby represent to Citigroup that
as of the date hereof, after giving effect to this Amendment Number Thirteen, 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 5. Limited Effect. This Amendment Number Thirteen shall become effective upon
the execution hereof by the parties hereto. Except as expressly amended and modified by this
Amendment Number Thirteen, the Letter Agreement shall continue in full force and effect in
accordance with its terms. Reference to this Amendment Number Thirteen 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 NUMBER THIRTEEN 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 7. Counterparts. This Amendment Number Thirteen 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 Thirteen 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/ Bobbie Theivakumaran	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Bobbie Theivakumaran	 	 
	 

	 	Title:
	 	Authorized Agent	 	 
	 
	 	 	 	 	 	 
	 	 	NC CAPITAL CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Cloyd	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kevin Cloyd	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	NEW CENTURY MORTGAGE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Cloyd	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Kevin Cloyd

Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NEW CENTURY CREDIT CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Cloyd	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kevin Cloyd	 	 
	 

	 	Title:
	 	President