SECURITIES PURCHASE AGREEMENT as Administrative and Collateral Agent THE PURCHASERS From Time to Time Party Hereto and NEW CENTURY ENERGY CORP. Dated: November 30, 2007Securities Purchase Agreement • December 4th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2007, among New Century Energy Corp., a Colorado corporation (the “Company”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for each Purchaser, (the “Agent” and together with the Purchasers, the “Creditor Parties”).
ContractSecured Term Note • December 4th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NEW CENTURY ENERGY CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
MASTER SECURITY AGREEMENTMaster Security Agreement • December 4th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTIONNew Century Energy Corp. • December 4th, 2007 • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION (this “Mortgage”) is from NEW CENTURY ENERGY CORP., a Colorado corporation, and CENTURY RESOURCES, INC., a Delaware corporation, together as Mortgagors (individually and together, “Mortgagors”), to EUGENE GRIN, 825 Third Avenue, New York, New York 10022, as Trustee (“Trustee”) for the benefit of LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for VALENS U.S. SPV I, LLC, a Delaware limited liability company, and VALENS OFFSHORE SPV II, CORP., a Delaware corporation (collectively, “Mortgagee”) dated as of November 30, 2007.
NEW CENTURY ENERGY CORP. SECOND AMENDED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 4th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between New Century Energy Corp., a Colorado corporation (the “Company"), and Edward R. DeStefano (“Executive”) (collectively sometimes referred to as the “Parties” and individually sometimes referred to as “Each Party”). Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is executed as of December 3, 2007, to be effective as of the “Effective Date” set forth in Section 14 below.
NET PROFITS INTEREST AGREEMENT NEW CENTURY ENERGY CORP. and CENTURY RESOURCES, INC. and VALENS U.S. SPV I, LLC and VALENS OFFSHORE SPV II, CORP. Dated as of November 30, 2007Net Profits Interest Agreement • December 4th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
THIS NET PROFITS INTEREST AGREEMENT (“Agreement”) is made and entered into as of this 30th day of November, 2007, and is between NEW CENTURY ENERGY CORP. (“NCEC”), a Colorado corporation, and CENTURY RESOURCES, INC. (“CRI”), a Delaware corporation (each a “WI Owner” and, collectively, “WI Owners”), and VALENS U.S. SPV I, LLC, a Delaware limited liability company, and VALENS OFFSHORE SPV II, CORP., a Delaware corporation (collectively, “Assignees”).
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC New York, New York 10017New Century Energy Corp. • December 4th, 2007 • Crude petroleum & natural gas • New York
Reference is made to (a) the Securities Purchase Agreement dated as of June 30, 2005 by and between New Century Energy Corp. (the “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, restated, modified and/or supplemented from time to time, the “June 2005 Laurus SPA”or a “Laurus SPA”); (b) the Securities Purchase Agreement dated as of September 19, 2005 by and between the Company and Laurus (as amended, restated, modified and/or supplemented from time to time, the “September 2005 Laurus SPA” or a “Laurus SPA”); and (c) the Securities Purchase Agreement dated as of December 28, 2006 by and between the Company and Laurus (as amended, restated, modified and/or supplemented from time to time, the “December 2006 Laurus SPA” or a “Laurus SPA,” and collectively with the June 2005 Laurus SPA and the September 2005 Laurus SPA, the “Laurus SPAs”). Reference is further made to the fact that pursuant to one or more instruments of assignment, Laurus assigned a portion of its interest in
