EXHIBIT 10.72(h)
AMENDMENT NUMBER EIGHT
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 EIGHT (this "Amendment Number Eight") is
made this 28th day of December, 2005, among NEW CENTURY MORTGAGE CORPORATION,
having an address at 00000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000 ("NC
Mortgage"), NC CAPITAL CORPORATION, having an address at 00000 Xxx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxxxx 00000 ("NC Capital"), NEW CENTURY CREDIT CORPORATION,
having an address at 00000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000 ("NC
Credit") and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("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 as more expressly set forth
below and Citigroup has agreed to such request.
WHEREAS, as of the date of this Amendment Number Eight, 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 December 29, 2005, the first
paragraph of Section 1(a) of the Letter Agreement is hereby amended by deleting
the words "December 29, 2005" on the second and third lines thereof and
replacing each with "January 31, 2006".
SECTION 2. Effective as of December 29, 2005, the first
paragraph of Section 4(c) of the Letter Agreement is hereby amended by deleting
the words "December 29, 2005" on the second and third lines thereof and
replacing each with "January 31, 2006".
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 Eight (including all reasonable fees and
out of pocket costs and expenses of Citigroup's legal counsel incurred in
connection with this Amendment Number Eight), 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 Eight, NC Capital, NC Mortgage and NC
Credit hereby represent to Citigroup that as of the date hereof, after giving
effect to this Amendment Number Eight, 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 Eight shall
become effective upon the execution hereof by the parties hereto. Except as
expressly amended and modified by this Amendment Number Eight, the Letter
Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment Number Eight 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 EIGHT 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 Eight 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 Eight 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/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
---------------------------------
Title: Authorized Signer
---------------------------------
NC CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
---------------------------------
Title: President
---------------------------------
NEW CENTURY MORTGAGE CORPORATION
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
---------------------------------
Title: Executive Vice President
---------------------------------
NEW CENTURY CREDIT CORPORATION
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
---------------------------------
Title: Executive Vice President
---------------------------------
