Notice of Cashless Exercise of Warrants by Jefferies Capital Partners IV L.P. to New Century Transportation, Inc.

Summary

Jefferies Capital Partners IV L.P. and related entities notify New Century Transportation, Inc. that they will fully exercise their warrants to purchase company stock on a cashless basis, as allowed under their agreement, if the company's initial public offering closes by December 31, 2010. This means they will receive shares without paying cash, using the value of the warrants instead. The notice is contingent on the IPO closing by the specified date.

EX-10.19 2 y85994a2exv10w19.htm EX-10.19 exv10w19

Exhibit 10.19

Jefferies Capital Partners
520 Madison Avenue
New York, NY 10022
tel 212 ###-###-####
fax 212 ###-###-####
www.jefcap.com

September 22, 2010

New Century Transportation, Inc.
45 East Park Drive
Westampton, NJ 08060
Attn: Brian Fitzpatrick

Re: Cashless Exercise of Warrants

Dear Brian:

We write to notify you that, upon the closing (the “Closing”) of the initial public offering of New Century Transportation, Inc. (the “Company”) common stock, each of the undersigned funds (collectively, “JCP Fund IV”) will fully exercise its Warrant (“Warrant”), issued on November 19, 2009 as part of that Note and Warrant Purchase Agreement, also dated November 19, 2009, by and between the Company and JCP Fund IV, on a cashless basis pursuant to Section 2(b) of the Warrant, provided that the Closing occurs no later than December 31, 2010.

If you have any questions or would like to discuss this further, please contact Seth Wilson at (212) ###-###-####.


Very truly yours,

JEFFERIES CAPITAL PARTNERS IV L.P.
JEFFERIES EMPLOYEE PARTNERS IV LLC
JCP PARTNERS IV LLC

	By:	JCP IV LLC, the General Partner

	By:	Jefferies Capital Partners IV LLC,
		the Managing Member


	By:	/s/ Brian P. Friedman

	Name: Brian P. Friedman
	Title: Managing Member


cc:		Dechert LLP (Attn : William Tuttle, Esq.)