New Century Financial Corp Sample Contracts

W I T N E S S E T H
New Century Financial Corp • March 16th, 2006 • Real estate investment trusts • New York
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • May 10th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
AMENDED AND RESTATED TRUST AGREEMENT among NEW CENTURY FINANCIAL CORPORATION, as Depositor WELLS FARGO BANK, N.A., as Property Trustee WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...
Trust Agreement • November 9th, 2006 • New Century Financial Corp • Real estate investment trusts • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 13, 2006 (as further defined in Section 1.1, this “Trust Agreement”), among (i) New Century Financial Corporation, a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wells Fargo Bank, N.A., a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Wells Fargo Delaware Trust Company, a Delaware corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and (iv) Brad A. Morrice, an individual, and Patti M. Dodge, an individual, each of whose address is c/o New Century Financial Corporation, 18400 Von Karman, Suite 1000, Irvine, California 92612, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”).

JUNIOR SUBORDINATED INDENTURE between NEW CENTURY FINANCIAL CORPORATION and WELLS FARGO BANK, N.A., as Trustee Dated as of September 13, 2006
New Century Financial Corp • November 9th, 2006 • Real estate investment trusts • New York

This JUNIOR SUBORDINATED INDENTURE (as further defined in Section 1.1, this “Indenture”), dated as of September 13, 2006, is between NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation (the “Company”), and WELLS FARGO BANK, N.A., as Trustee (in such capacity, the “Trustee”).

NEW CENTURY FINANCIAL CORPORATION
Equivalent Rights Award Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT (this “Award Agreement”) is dated as of June 24, 2005 (the “Award Date”) by and between New Century Financial Corporation, a Maryland corporation (the “Corporation”), and Patrick J. Flanagan (the “Participant”).

NEW CENTURY FINANCIAL CORPORATION PERFORMANCE-ACCELERATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS PERFORMANCE-ACCELERATED RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of June 24, 2005 (the “Award Date”) by and between New Century Financial Corporation, a Maryland corporation (the “Corporation”), and Patrick J. Flanagan (the “Participant”).

NEW CENTURY FINANCIAL CORPORATION PERFORMANCE-ACCELERATED STOCK OPTION AGREEMENT
Option Agreement • June 1st, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS PERFORMANCE-ACCELERATED STOCK OPTION AGREEMENT (this “Option Agreement”) dated March 10, 2005, by and between NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation (the “Corporation”), and Patrick J. Flanagan (the “Grantee”) evidences the incentive stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.

SECOND AMENDED AND RESTATED GUARANTY AND PLEDGE AGREEMENT
Guaranty and Pledge Agreement • October 5th, 2004 • New Century Financial Corp • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED GUARANTY AND PLEDGE AGREEMENT, dated as of October 1, 2004, (this “Guaranty”), is made by and among New Century Financial Corporation (f/k/a New Century REIT, Inc.) and New Century Mortgage Corporation (“NCMC”, and jointly and severally with New Century Financial Corporation, the “Guarantors”) and Bank of America, N.A. (the “Buyer”, which term shall include any buyer for whom Buyer acts as Agent as defined and provided for in the Master Repurchase Agreement referred to below).

NEW CENTURY FINANCIAL CORPORATION EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Employee Restricted Stock Award Agreement • June 1st, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of February 2, 2005 (the “Award Date”), by and between New Century Financial Corporation, a Maryland corporation (the “Corporation”), and Robert K. Cole (the “Participant”).

AMENDED AND RESTATED GUARANTY
Guaranty • October 4th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

THIS AMENDED AND RESTATED GUARANTY, dated as of September 28, 2006, (this “Guaranty”), is made between New Century Financial Corporation (f/k/a New Century REIT, Inc.) (the “Guarantor”) and Bank of America, N.A. (the “Buyer”, which term shall include any buyer for whom the Buyer acts as the Agent as defined and provided for in the Master Repurchase Agreement referred to below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 6th, 2004 • New Century Financial Corp • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 6, 2004, by and between NEW CENTURY REIT, INC., a Maryland corporation to be renamed “New Century Financial Corporation” (the “Company”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (the “Investor”).

GUARANTY
New Century Financial Corp • December 6th, 2006 • Real estate investment trusts • New York

GUARANTY, dated as of November 30, 2006 (as amended from time to time, the “Guaranty”), made by New Century Financial Corporation (the “Guarantor”) in favor of Goldman Sachs Mortgage Company (the “Buyer”), party to the Master Repurchase Agreement dated November 30, 2006 by and among the Buyer, New Century Mortgage Corporation, Home123 Corporation, New Century Credit Corporation and NC Capital Corporation (each a “Seller” and, collectively, the “Sellers”) (as amended from time to time, the “Repurchase Agreement”).

GUARANTY
Guaranty • November 18th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

GUARANTY, dated as of November 15, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Guaranty”), is made and entered upon the terms hereinafter set forth by NEW CENTURY FINANCIAL CORPORATION, a corporation duly incorporated and in good standing in the State of Maryland (the “Guarantor”), in favor of MORGAN STANLEY MORTGAGE CAPITAL INC. (the “Lender” and the “Beneficiary”), pursuant to that certain Master Loan and Security Agreement, dated as of November 15, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among NC Capital Corporation (“NC Capital”), New Century Mortgage Corporation (“New Century”), NC Residual II Corporation (“NC Residual”), New Century Credit Corporation (“NC Credit”, together with NC Capital, New Century and NC Residual, collectively, the “Borrowers”, each, a “Borrower”), the Lender and MORGAN STANLEY MORTGAGE CAPITAL INC., as agent (in suc

AMENDED AND RESTATED GUARANTY
Guaranty • October 5th, 2004 • New Century Financial Corp • Real estate investment trusts • New York

THIS AMENDED AND RESTATED GUARANTY, dated as of October 1, 2004 (“Guaranty”) is made by NEW CENTURY FINANCIAL CORPORATION (f/k/a New Century REIT, Inc.) (“NCFC” or “Guarantor”), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP. (the “Lender”), party to the Servicer Advance Financing Facility Agreement referred to below.

MASTER LOAN AND SECURITY AGREEMENT Dated as of March 1, 2005 among NC CAPITAL CORPORATION, as a Borrower NEW CENTURY MORTGAGE CORPORATION, as a Borrower NC RESIDUAL II CORPORATION, as a Borrower NEW CENTURY CREDIT CORPORATION, as a Borrower CONCORD...
Master Loan and Security Agreement • March 3rd, 2005 • New Century Financial Corp • Real estate investment trusts • New York

MASTER LOAN AND SECURITY AGREEMENT, dated as of March 1, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Loan Agreement”), by and among NC CAPITAL CORPORATION, a California corporation (“NC Capital”), NEW CENTURY MORTGAGE CORPORATION, a California corporation (“New Century”), NC RESIDUAL II CORPORATION, a Delaware corporation (“NC Residual”), NEW CENTURY CREDIT CORPORATION, a California corporation (“NC Credit”, together with NC Capital, New Century and NC Residual, collectively, the “Borrowers”, each, a “Borrower”), CONCORD MINUTEMEN CAPITAL COMPANY, LLC , a Delaware limited liability company (“Concord”), MORGAN STANLEY BANK, a Utah industrial loan corporation (“MSB”, together with Concord, collectively, the “Lenders”, each, a “Lender”), and MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, as agent for the Lenders (in such capacity, the “Agent”).

AMENDED AND RESTATED GUARANTY
Guaranty • February 6th, 2007 • New Century Financial Corp • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTY, dated as of January 31, 2007 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), made by New Century Financial Corporation a Maryland Corporation having offices at 18400 Von Karman Ave., Suite 1000, Irvine, CA 92612 (the “Guarantor”), in favor of Credit Suisse First Boston Mortgage Capital, LLC (the “Buyer”).

SCHEDULE to the Master Agreement (Multicurrency – Cross Border) dated as of December 15, 2005 between CALYON NEW YORK BRANCH
Master Agreement • February 3rd, 2006 • New Century Financial Corp • Real estate investment trusts • New York

The designation below of an Event of Default as being “Applicable” to a specific party means that upon the occurrence of such an Event of Default with respect to such party, the other party shall have the rights of a Non-defaulting Party under Section 6 of the Agreement, and conversely, the designation of such an event as being “Not Applicable” means that such other party shall not have such right.

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of September 2, 2005, amended and restated to and including September 28, 2006
Master Repurchase Agreement • October 4th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

Bank of America, N.A., as buyer (the “Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (the “Agent”),

FORM OF FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 1st, 2004 • New Century Financial Corp • Real estate investment trusts • California

This First Amendment to Employment Agreement (this “Agreement”) is dated as of September , 2004, by and among New Century Financial Corporation, a Delaware corporation to be renamed “New Century TRS Holdings, Inc.” (the “Company”), New Century REIT, Inc., a Maryland corporation to be renamed “New Century Financial Corporation” (“New Century REIT”), and (“Executive”).

AMENDMENT AND JOINDER NO. 3 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 5th, 2004 • New Century Financial Corp • Real estate investment trusts • New York

THIS AMENDMENT AND JOINDER NO. 3, made as of October 1, 2004 (“Amendment No. 3”), by and among BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”), NC CAPITAL CORPORATION (“NC Capital”), NC RESIDUAL II CORPORATION (“NC Residual”) and NEW CENTURY CREDIT CORPORATION (“NC Credit”, and together with NC Capital and NC Residual, each a “Seller” and collectively the “Sellers”).

AMENDMENT NUMBER SEVENTEEN to the Master Repurchase Agreement dated as of May 30, 2002 by and between NEW CENTURY FUNDING SB-1, a Delaware statutory trust and CITIGROUP GLOBAL MARKETS REALTY CORP. (as successor to SALOMON BROTHERS REALTY CORP.)
Master Repurchase Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER SEVENTEEN (this “Amendment Number Seventeen”) is made this 7th day of July, 2006, by and among NEW CENTURY FUNDING SB-1, a Delaware statutory trust, having an address at c/o Christiana Bank & Trust Company, 1314 King Street, Wilmington, Delaware, 19801 (“NC SB-1”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (as successor to Salomon Brothers Realty Corp.), having an address at 390 Greenwich Street, New York, New York 10013 (the “Buyer”) to the Master Repurchase Agreement, dated as of May 30, 2002, between NC SB-1 and the Buyer, as amended (the “Agreement”).

4,200,000 Shares NEW CENTURY FINANCIAL CORPORATION Liquidation Preference $25.00 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2005 • New Century Financial Corp • Real estate investment trusts • New York

New Century Financial Corporation, a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of 4,200,000 shares of 9.125% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (the “Preferred Stock”), of the Company (the “Firm Shares”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 630,000 shares of Preferred Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares”. The Shares are described in the Prospectus (as defined below).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 1st, 2004 • New Century Financial Corp • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of September 30, 2004, by and among New Century Financial Corporation, a Delaware corporation (“New Century Financial”), New Century REIT, Inc., a Maryland corporation (“New Century REIT”), and Wells Fargo Bank, a national banking association, as trustee (the “Trustee”).

AMENDMENT NO. 8 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • March 13th, 2007 • New Century Financial Corp • Real estate investment trusts • New York

AMENDMENT NO. 8, dated as of March 8, 2007 (this “Amendment”), to that certain Master Repurchase Agreement, dated as of December 12, 2005 (as previously amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Repurchase Agreement”; as amended hereby and as further amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and among NC CAPITAL CORPORATION, NEW CENTURY MORTGAGE CORPORATION, NC ASSET HOLDING, L.P. (successor by conversion to NC Residual II Corporation), HOME123 CORPORATION, and NEW CENTURY CREDIT CORPORATION (collectively, the “Existing Sellers”), NC RESIDUAL III CORPORATION, NC RESIDUAL IV CORPORATION (each, a “New Seller”, and together with the Existing Sellers, collectively, the “Sellers” and each, a “Seller”) and MORGAN STANLEY MORTGAGE CAPITAL INC., as Buyer (in such capacity, the “Buyer”) and as Agent (in such capacity, the “Agent”). Capitalized terms used but not othe

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 5th, 2004 • New Century Financial Corp • Real estate investment trusts • New York

From time to time Citigroup Global Markets Realty Corp. (“Citigroup”) and NC Capital Corporation (“NC Capital”) and New Century Credit Corporation (“NC Credit”; and jointly and severally with NC Capital, the “Sellers”) may engage in purchase and sale transactions whereby either Seller sells to Citigroup adjustable rate and fixed rate one- to-four family first lien and second lien mortgage loans acceptable to Citigroup in its sole discretion (“Eligible Mortgage Loans”) and related servicing rights at a price equal to the Purchase Price (as defined herein) and whereby, on a date fixed by agreement between Citigroup and such Seller, the Seller agrees to repurchase such Eligible Mortgage Loans and related servicing rights from Citigroup, and Citigroup agrees to resell such Mortgage Loans and related servicing rights to the Seller, at the repurchase price, which is based on the Purchase Price and reflects the agreed upon return to Citigroup (the “Repurchase Price”), all subject to and in ac

CUSTODIAL AGREEMENT
Custodial Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

THIS CUSTODIAL AGREEMENT is made as of December 19, 2006 (the “Agreement”) by and among ST. ANDREW FUNDING TRUST (the “Issuer”), a Delaware statutory trust, HOME123 CORPORATION, a California corporation, as Seller (a “Seller”), NEW CENTURY MORTGAGE CORPORATION, a California corporation, as Seller (a “Seller” and together with Home123 Corporation, the “Sellers”) and as Servicer (the “Servicer”), DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Collateral Agent”), a New York banking corporation acting in its capacity as collateral agent under the Security Agreement, and DEUTSCHE BANK NATIONAL TRUST COMPANY, as custodian (the “Custodian”). The Custodian shall hold the Mortgage Notes, Mortgages and Assignments of Mortgage as bailee, initially for the Issuer and then for the Collateral Agent.

NEW CENTURY FINANCIAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
2004 Performance Incentive Plan Director Restricted Stock Award Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of (the “Award Date”) by and between New Century Financial Corporation, a Maryland corporation (the “Corporation”), and (the “Director”).

MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 31st, 2005 • New Century Financial Corp • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • December 6th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This is a MASTER REPURCHASE AGREEMENT, dated as of November 30, 2006, between NEW CENTURY MORTGAGE CORPORATION, HOME123 CORPORATION, NEW CENTURY CREDIT CORPORATION, NC CAPITAL CORPORATION (each a “Seller” and collectively, the “Sellers”) and NEW CENTURY FINANCIAL CORPORATION (the “Guarantor”) and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (the “Buyer”).

3337/3349/3351 MICHELSON OFFICE LEASE
Office Lease • February 14th, 2005 • New Century Financial Corp • Real estate investment trusts • California

THIS OFFICE LEASE (“Lease”) is made and entered into as of the 8th day of February, 2005 (“Lease Date”) by and between MAGUIRE PROPERTIES-PARK PLACE, LLC, a Delaware limited liability company (“Landlord”) and NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation (“Tenant”).