exv10w16



 







Exhibit 10.16




AMENDMENT NUMBER FIVE

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 FIVE (this “Amendment
 Number Five”) 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
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; and




          WHEREAS, as of the date of this Amendment Number Five, 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 June 15, 2006, the Section 1.01 of the Agreement is hereby amended
by substituting “July 10, 2006” for “June 15, 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 Five (including
all reasonable fees and out of pocket costs and expenses of Citigroup’s legal counsel incurred in
connection with this Amendment Number Five), in accordance with Section 11.03(b) of the Agreement.




 









 








          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 Five, NC Capital, NC Mortgage and NC Financial hereby represent to Citigroup that
as of the date hereof, after giving effect to this Amendment Number Five, 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 Five shall become effective upon the
execution hereof by the parties hereto. Except as expressly amended and modified by this Amendment
Number Five, the Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment Number Five 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 FIVE 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 Five 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-









 








          IN WITNESS WHEREOF, Citigroup, NC Capital, NC Mortgage and NC Financial have caused this
Amendment Number Five 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/ Brad A. Morrice	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Brad A. Morrice	 	 
	 	 	Title:   CEO	 	 
	 
	 	 	 	 	 	 
	 	 	NEW CENTURY MORTGAGE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brad A. Morrice	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Brad A. Morrice	 	 
	 	 	Title:   President	 	 
	 
	 	 	 	 	 	 
	 	 	NEW CENTURY FINANCIAL CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brad A. Morrice	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Brad A. Morrice	 	 
	 	 	Title:   President and COO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert K. Cole	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert K. Cole	 	 
	 	 	Title:   CEO