AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • May 10th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE between NEW CENTURY FINANCIAL CORPORATION and WELLS FARGO BANK, N.A., as Trustee Dated as of September 13, 2006Junior Subordinated Indenture • November 9th, 2006 • New Century Financial Corp • 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”).
AMENDMENT NUMBER FOUR 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...Master Loan and Security 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”).
AMENDMENT NUMBER EIGHT 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.Amended and Restated Letter Agreement • March 16th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
NEW CENTURY FINANCIAL CORPORATIONDividend 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”).
GUARANTYGuaranty • December 6th, 2006 • New Century Financial Corp • 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”).
NEW CENTURY FINANCIAL CORPORATION PERFORMANCE-ACCELERATED STOCK OPTION AGREEMENTPerformance-Accelerated Stock 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 AGREEMENTGuaranty 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).
GUARANTYGuaranty • December 16th, 2005 • New Century Financial Corp • Real estate investment trusts • New York
GUARANTY, dated as of December 12, 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 BANK (a “Buyer” and “MSB”) and MORGAN STANLEY MORTGAGE CAPITAL INC. (a “Buyer” and, collectively with MSB, the “Beneficiaries” and each a “Beneficiary”), pursuant to that certain Master Repurchase Agreement, dated as of December 12, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and among NC Capital Corporation (“NC Capital”), New Century Mortgage Corporation (“New Century”), NC Residual II Corporation (“NC Residual”), Home123 Corporation (“Home123”), New Century Credit Corporation (“NC Credit”, together with NC Capital, New Century, Home123 and
NEW CENTURY FINANCIAL CORPORATION EMPLOYEE RESTRICTED STOCK AWARD AGREEMENTEmployee 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”).
NEW CENTURY FINANCIAL CORPORATION PERFORMANCE-ACCELERATED RESTRICTED STOCK AWARD AGREEMENTPerformance Accelerated 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”).
AMENDED AND RESTATED GUARANTYGuaranty • 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 AGREEMENTRegistration 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”).
AMENDMENT NUMBER ONE 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...Master Loan and Security Agreement • March 16th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I) or as agent pursuant hereto (“Agent”), NEW CENTURY MORTGAGE CORPORATION,...Master Repurchase Agreement • December 29th, 2004 • New Century Financial Corp • Real estate investment trusts • New York
AMENDED AND RESTATED GUARANTYGuaranty • 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.
DEFINITIONS LISTSecurity Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts
2,000,000 Shares NEW CENTURY FINANCIAL CORPORATION Stock Liquidation Preference $25.00 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2006 • 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 attached hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,000,000 shares of 9.75% Series B 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 300,000 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).
NEW CENTURY FINANCIAL CORPORATION PERFORMANCE-ACCELERATED RESTRICTED STOCK AWARD AGREEMENTPerformance Incentive Plan Agreement • June 1st, 2005 • New Century Financial Corp • Real estate investment trusts • Maryland
THIS PERFORMANCE-ACCELERATED RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of March 10, 2005 (the “Award Date”), by and between New Century Financial Corporation, a Maryland corporation (the “Corporation”), and Brad A. Morrice (the “Participant”).
AMENDED AND RESTATED GUARANTYGuaranty • 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 BRANCHMaster 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, 2006Master 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 AGREEMENTEmployment 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 AGREEMENTMaster 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”).
SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENTMaster Loan and Security Agreement • June 30th, 2005 • New Century Financial Corp • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT, dated as of June 27, 2005, among NC Capital Corporation, a California corporation (the “Borrower”), New Century Mortgage Corporation, a California Corporation (the “Servicer”), New Century Financial Corporation, a Maryland corporation (the “Guarantor”) and Citigroup Global Markets Realty Corp. (as successor to Salomon Brothers Realty Corp.), a New York corporation (the “Lender”).
GUARANTY OF NEW CENTURY FINANCIAL CORPORATIONGuaranty • October 26th, 2004 • New Century Financial Corp • Real estate investment trusts
THIS GUARANTY, dated October 21, 2004 given by New Century Financial Corporation (the “Guarantor”) in favor of Citibank, N.A., (“Citibank” or the “Bank”).
SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among CARRINGTON CAPITAL MANAGEMENT, LLC, CARRINGTON MORTGAGE SERVICES, LLC, NEW CENTURY FINANCIAL CORPORATION and NEW CENTURY MORTGAGE CORPORATION dated as of May 21, 2007 SCHEDULES*Asset Purchase Agreement • May 25th, 2007 • New Century Financial Corp • Real estate investment trusts • Delaware
This Second Amended and Restated Asset Purchase Agreement (this “Agreement”), dated as of May 21, 2007, is entered into by and among CARRINGTON CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Carrington”), CARRINGTON MORTGAGE SERVICES, LLC, a Delaware limited liability company (“Purchaser”), NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation, as a debtor and debtor-in-possession (“Parent”), and NEW CENTURY MORTGAGE CORPORATION, a California corporation, as a debtor and debtor-in-possession (the “Company” and together with Parent, the “Sellers”).
ContractMaster Repurchase Agreement • February 6th, 2007 • New Century Financial Corp • Real estate investment trusts • New York
This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of January 31, 2007, between Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”), New Century Financial Corporation (the “Guarantor”) and New Century Mortgage Corporation, NC Capital Corporation, NC Asset Holding, L.P., New Century Credit Corporation, Loan Partners Mortgage, Ltd., Kingston Mortgage Company, Ltd., Compufund Mortgage Company, Ltd., Peachtree Residential Mortgage, L.P., Residential Prime Lending Limited Partnership, Team Home Lending, Ltd., Sutter Buttes Mortgage, L.P., Austin Mortgage L.P., Capital Pacific Home Loans, L.P., Home123 Corporation and New Century Mortgage Ventures, LLC (collectively the “Sellers”).
FIRST SUPPLEMENTAL INDENTURESupplemental 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 AGREEMENTMaster 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 AGREEMENTPurchase 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 AGREEMENTCustodial 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.
THIRD AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT Dated as of October 1, 2004 among NC CAPITAL CORPORATION, as a Borrower NEW CENTURY MORTGAGE CORPORATION, as a Borrower NC RESIDUAL II CORPORATION, as a Borrower NEW CENTURY CREDIT...Master Loan and Security Agreement • October 6th, 2004 • New Century Financial Corp • Real estate investment trusts • New York
THIRD AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT, dated as of October 1, 2004 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Loan Agreement”), 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”, together with NC Capital and New Century, the “Existing Borrowers”), NEW CENTURY CREDIT CORPORATION, a California corporation (“NC Credit”, together with the Existing Borrowers, collectively, the “Borrowers”, each, a “Borrower”), MORGAN STANLEY BANK, a Utah industrial loan corporation (“MSB”), as a lender (a “Lender”), and MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (“MSMCI”), as a lender (a “Lender”, in such capacity, together with MSB, collectively, the “Lenders”) and as agent for the Lenders (in such capacity, the “Agent”).
