EXHIBIT 10.14
AMENDMENT NUMBER FOUR
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 FOUR (this "Amendment Number Four") is made this
28th day of April, 2006, 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 FINANCIAL
CORPORATION, having an address at 00000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxxxx 00000 ("NC Financial") and CITIGROUP GLOBAL MARKETS REALTY CORP.,
having an address at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("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 and make such other modifications as more expressly set forth
below.
WHEREAS, as of the date of this Amendment Number Four, 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 April 30, 2006, the Agreement is hereby
amended as follows:
(a) The definition of "Collateral Value" in Section 1.01 of the
Agreement is hereby amended by inserting the following new subpart at the
end of subparagraph (c) thereof:
(8) which is a NINA Loan, the outstanding principal balance of
which, when added to the outstanding principal balance of all other
NINA Loans then pledged to Lender in connection with an Advance,
causes the aggregate
outstanding principal balance of all NINA Loans to exceed 5% of the
Maximum Credit;
(b) Section 1.01 of the Agreement shall be amended by substituting
"June 15, 2006" for "April 30, 2006" in the definition of "Maturity Date"
thereof; and
(c) Section 1.01 of the Agreement shall be amended by inserting the
following definition immediately after the definition of "Multiemployer
Plan":
"NINA Loan" shall mean any Mortgage Loans with respect to which
the income and/or assets of the Mortgagor have not been fully verified
prior to origination by the originator.
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 Four (including all reasonable fees and out of pocket
costs and expenses of Citigroup's legal counsel incurred in connection with this
Amendment Number Four), 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 Four, NC Capital, NC Mortgage and NC Financial
hereby represent to Citigroup that as of the date hereof, after giving effect to
this Amendment Number Four, 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 Four shall become
effective upon the execution hereof by the parties hereto. Except as expressly
amended and modified by this Amendment Number Four, the Agreement shall continue
in full force and effect in accordance with its terms. Reference to this
Amendment Number Four 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 FOUR 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).
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SECTION 7. Counterparts. This Amendment Number Four 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, Citigroup, NC Capital, NC Mortgage and NC
Financial have caused this Amendment Number Four 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/ Xxxxxx Theivakumaran
------------------------------------
Name: Xxxxxx Theivakumaran
Title: Authorized Agent
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 FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
