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NEW CENTURY FINANCIAL CORPORATION
IRREVOCABLE PROXY
The undersigned parties (each a "Brookhaven Party" and collectively the
"Brookhaven Parties"), stockholders of New Century Financial Corporation, a
Delaware corporation (the "Company"), hereby irrevocably appoint and constitute
Robert K. Cole and Brad A. Morrice, and each of them, the attorneys and proxies
of the undersigned with full power of substitution, to the full extent of the
undersigned's rights under law with respect to the Shares (as defined below), to
represent the undersigned and vote the Shares as described below. The Brookhaven
Parties acknowledge that this proxy is irrevocable and is coupled with an
interest.
The attorneys and proxies named above shall be empowered and may
exercise this proxy to the maximum extent to vote all of the Shares at any time
and from time to time at any regular or special meeting of the stockholders of
the Company, however called, and in any action by written consent of the
stockholders of the Company without a meeting (i) in favor of each and every
action, agreement and transaction approved or recommended by the Company's Board
of Directors and submitted by the Company's Board of Directors to the
stockholders of the Company for their approval and (ii) against each and every
action, agreement and transaction as directed by the Company's Board of
Directors.
For purposes of this proxy, "SHARES" means the number of shares of
Common Stock of the Company beneficially owned (as such term is defined in Rule
13d-3 of the Exchange Act) by the Brookhaven Parties calculated by taking the
difference between (i) the number representing all of the shares of Common Stock
of the Company beneficially owned (as such term is defined in Rule 13d-3 of the
Exchange Act) by any and all of the Brookhaven Parties on the record date for
the applicable meeting or consent of holders of the voting stock of the Company
and (ii) the number representing 34.9% of the total number of votes holders of
the Company's Common and Preferred Stock are entitled to cast as of such record
date at such meeting or by such consent.
This proxy shall be binding upon the heirs, successors and assigns of
the undersigned.
Dated: November 11, 2000
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BROOKHAVEN CAPITAL MANAGEMENT, LLC
By: /s/ Vincent Carrino
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Title: President
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WATERSHED PARTNERS, L.P.
By: /s/ Vincent Carrino
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Title: President
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/s/ Vincent Carrino
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Vincent Carrino
