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                                                                    EXHIBIT 10.7

                             AMENDMENT NUMBER THREE
                                     to the
         Second Amended and Restated Master Loan and Security Agreement
                            dated as of June 27, 2005
                                  by and among
                        NEW CENTURY MORTGAGE CORPORATION
                             NC CAPITAL CORPORATION
                        NEW CENTURY FINANCIAL CORPORATION
                                       and
                      CITIGROUP GLOBAL MARKETS REALTY CORP.

          This AMENDMENT NUMBER THREE (this "Amendment Number Three") is made
this 24th day of March, 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 FINANCIAL
CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine,
California 92612 ("NC Financial") and CITIGROUP GLOBAL MARKETS REALTY CORP.,
having an address at 390 Greenwich Street, New York, New York 10013
("Citigroup") to the SECOND AMENDED & RESTATED MASTER LOAN AND SECURITY
AGREEMENT, dated as of June 27, 2005, among NC Mortgage, NC Capital, NC
Financial and Citigroup, as amended (the "Agreement").

                                    RECITALS

          WHEREAS, the parties have agreed to amend the Agreement to extend the
Maturity Date as more expressly set forth below.

          WHEREAS, as of the date of this Amendment Number Three, each of NC
Mortgage, NC Capital and NC Financial 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 Agreement and the Loan
Documents.

          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 31, 2006, Section 1.01 of the
Agreement shall be amended by substituting "April 30, 2006" for "March 31, 2006"
in the definition of "Maturity Date" thereof.

          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 Three (including all reasonable fees and out of pocket
costs and expenses of Citigroup's legal counsel incurred in connection with this
Amendment Number Three), in accordance with Section 11.03(b) of the Agreement.

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          SECTION 3. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Agreement.

          SECTION 4. Representations. In order to induce Citigroup to execute
and deliver this Amendment Number Three, NC Capital, NC Mortgage and NC
Financial hereby represent to Citigroup that as of the date hereof, after giving
effect to this Amendment Number Three, each of NC Capital, NC Mortgage and NC
Financial is in full compliance with all of the terms and conditions of the
Agreement and no Event of Default or material adverse change has occurred under
the Agreement.

          SECTION 5. Limited Effect. This Amendment Number Three shall become
effective upon the execution hereof by the parties hereto. Except as expressly
amended and modified by this Amendment Number Three, the Agreement shall
continue in full force and effect in accordance with its terms. Reference to
this Amendment Number Three need not be made in the 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
Agreement, any reference in any of such items to the Agreement being sufficient
to refer to the Agreement as amended hereby.

          SECTION 6. GOVERNING LAW. THIS AMENDMENT NUMBER THREE 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 Three 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]


                                      -2-

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          IN WITNESS WHEREOF, Citigroup, NC Capital, NC Mortgage and NC
Financial have caused this Amendment Number Three 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 FINANCIAL CORPORATION


                                        By: /s/ Kevin Cloyd
                                            ------------------------------------
                                        Name: Kevin Cloyd
                                        Title: Executive Vice President