0001193125-05-018237 Sample Contracts

AMENDMENT NO. 1
New Century Financial Corp • February 3rd, 2005 • Real estate investment trusts • New York

AMENDMENT NO. 1, dated as of January 28, 2005 (this “Amendment”), to that certain Third Amended and Restated Master Loan and Security Agreement, dated as of October 1, 2004 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”, as modified hereby and as further 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 (“NCRII”), NEW CENTURY CREDIT CORPORATION (“NC Credit”, together with NC Capital, New Century and NCRII, the “Borrowers”, each a “Borrower”), MORGAN STANLEY BANK (“MSB”) and MORGAN STANLEY MORTGAGE CAPITAL INC. (“MSMCI”) (MSMCI, in its capacity as a lender, together with MSB, collectively, the “Lenders”, and in its capacity as agent for the Lenders, together with any successors and assigns, the “Agent”). Capitalized terms used but not otherwise

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AMENDMENT NUMBER FOUR 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 • February 3rd, 2005 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER FOUR (this “Amendment Number Four”) is made this 28th day of January, 2005, 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 ONE to the Amended and Restated Purchase and Sale Agreement dated as of October 1, 2004 by and among NC CAPITAL CORPORATION NEW CENTURY CREDIT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Purchase and Sale Agreement • February 3rd, 2005 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER ONE (this “Amendment Number One”) is made this 28th day of January, 2005, among 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 Purchase and Sale Agreement, dated as of October 1, 2004, among NC Mortgage, NC Capital, NC Credit and Citigroup, as amended (the “Purchase and Sale Agreement”).

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