exv10w14



 







Exhibit 10.14




AMENDMENT NUMBER TWELVE

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 TWELVE (this “Amendment Number Twelve”) is made this 15th day of
June, 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 Twelve, 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 June 15, 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 “June 15, 2006” on the second and third lines thereof and replacing each with “July 10,
2006”;




 









 








          (b) The first paragraph of Section 4(c) of the Letter Agreement is hereby amended by deleting
the words “June 15, 2006” on the second and third lines thereof and replacing each with “July 10,
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 Twelve (including
all reasonable fees and out of pocket costs and expenses of Citigroup’s legal counsel incurred in
connection with this Amendment Number Twelve), 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 Twelve, NC Capital, NC Mortgage and NC Credit hereby represent to Citigroup that
as of the date hereof, after giving effect to this Amendment Number Twelve, 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 Twelve shall become effective upon
the execution hereof by the parties hereto. Except as expressly amended and modified by this
Amendment Number Twelve, the Letter Agreement shall continue in full force and effect in accordance
with its terms. Reference to this Amendment Number Twelve 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 TWELVE 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 Twelve 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 Twelve 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:
	 	Kevin Cloyd	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NEW CENTURY CREDIT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Cloyd	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kevin Cloyd	 	 
	 

	 	Title:
	 	President