0000892569-06-000974 Sample Contracts

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”).

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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”).

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

WHEREAS, the Seller and the Buyers are parties to a certain Master Repurchase Agreement dated as of September 2, 2005 (the “Existing Agreement”; and as amended by this Amendment, the “Master Repurchase Agreement”); and

NEW CENTURY FINANCIAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN PERFORMANCE- ACCELERATED STOCK OPTION AGREEMENT
Accelerated Stock Option Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS PERFORMANCE-ACCELERATED STOCK OPTION AGREEMENT (this “Option Agreement”) dated as of (the “Award Date”) by and between NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation (the “Corporation”), and (the “Grantee”) evidences the performance-accelerated stock option (the “Option”) granted by the Corporation to the Grantee as of the Award Date.

AMENDMENT NUMBER FOURTEEN to the Amended and Restated Letter Agreement dated as of October 1, 2004 by and among NEW CENTURY MORTGAGE CORPORATION NC CAPITAL CORPORATION NEW CENTURY CREDIT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Letter Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER FOURTEEN (this “Amendment Number Fourteen”) is made this 31st day of July, 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 CREDIT CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC Credit”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, New York, New York 10013 (“Citigroup”) to the Amended and Restated Letter Agreement, dated as of October 1, 2004, among NC Mortgage, NC Capital, NC Credit and Citigroup, as amended (the “Letter Agreement”).

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

THIS PERFORMANCE-ACCELERATED 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 “Participant”).

AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

AMENDMENT NO. 4, dated as of July 6, 2006 (this “Amendment”), to that certain Master Repurchase Agreement, dated as of December 12, 2005 (as previously amended, restated, supplemented or otherwise modified, the “Existing Repurchase Agreement”; as modified 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 “Sellers”, each, a “Seller”), MORGAN STANLEY BANK (“MSB”) and MORGAN STANLEY MORTGAGE CAPITAL INC. (“MSMCI”, together with MSB, collectively, the “Buyers”, each, a “Buyer”, and as the agent for the Buyers, in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement. Unless othe

AMENDMENT NUMBER SIX 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...
Loan and Security Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER SIX (this “Amendment Number Six”) is made this 23rd 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”).

AMENDMENT NUMBER THIRTEEN to the Amended and Restated Letter Agreement dated as of October 1, 2004 by and among NEW CENTURY MORTGAGE CORPORATION NC CAPITAL CORPORATION NEW CENTURY CREDIT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Letter Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER THIRTEEN (this “Amendment Number Thirteen”) is made this 7th day of July, 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 CREDIT CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC Credit”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, New York, New York 10013 (“Citigroup”) to the Amended and Restated Letter Agreement, dated as of October 1, 2004, among NC Mortgage, NC Capital, NC Credit and Citigroup, as amended (the “Letter Agreement”).

NEW CENTURY FINANCIAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT
2004 Performance Incentive Plan Dividend Equivalent Rights Award Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS DIVIDEND EQUIVALENT RIGHTS 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 “Participant”).

AMENDMENT NUMBER TWELVE to the Amended and Restated Letter Agreement dated as of October 1, 2004 by and among NEW CENTURY MORTGAGE CORPORATION NC CAPITAL CORPORATION NEW CENTURY CREDIT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Letter Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER TWELVE (this “Amendment Number Twelve”) 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 CREDIT CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC Credit”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, New York, New York 10013 (“Citigroup”) to the Amended and Restated Letter Agreement, dated as of October 1, 2004, among NC Mortgage, NC Capital, NC Credit and Citigroup, as amended (the “Letter Agreement”).

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...
Loan and Security Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

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”).

AMENDMENT NUMBER EIGHTEEN 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 EIGHTEEN (this “Amendment Number Eighteen”) is made this 31st 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”).

AMENDMENT NUMBER EIGHT 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...
Loan and Security Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER EIGHT (this “Amendment Number Eight”) is made this 31st day of July, 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”).

AMENDMENT NUMBER SEVEN 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...
Loan and Security Agreement • August 9th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER SEVEN (this “Amendment Number Seven”) is made this 7th day of July, 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”).

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