New Century Financial Corp Sample Contracts

New Century Trs Holdings Inc – SECOND SUPPLEMENTAL INDENTURE (February 15th, 2005)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of February 14, 2005, by and among New Century Financial Corporation, a Maryland corporation (“New Century Financial”), New Century TRS Holdings, Inc., a Delaware corporation (“New Century TRS”), and Wells Fargo Bank, a national banking association, as trustee (the “Trustee”).

New Century Trs Holdings Inc – PURCHASE AGREEMENT (November 4th, 2004)

THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 3, 2004 (the “Effective Date”), by and between NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation ( “New Century Financial”), and NEW CENTURY TRS HOLDINGS, INC., a Delaware corporation and a wholly-owned subsidiary of New Century Financial (“New Century TRS”).

New Century Trs Holdings Inc – PURCHASE AGREEMENT (November 4th, 2004)

THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 3, 2004 (the “Effective Date”), by and between NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation ( “New Century Financial”), and NEW CENTURY TRS HOLDINGS, INC., a Delaware corporation and a wholly-owned subsidiary of New Century Financial (“New Century TRS”).

New Century Trs Holdings Inc – News Release (November 4th, 2004)

This news release does not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy, nor shall there be any exchange or sale of the above-referenced securities in any state in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

New Century Trs Holdings Inc – GUARANTY OF NEW CENTURY FINANCIAL CORPORATION (October 26th, 2004)

THIS GUARANTY, dated October 21, 2004 given by New Century Financial Corporation (the “Guarantor”) in favor of Citibank, N.A., (“Citibank” or the “Bank”).

New Century Trs Holdings Inc – NUMBER SHARES LU COMMON STOCK COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN RIDGEFIELD, NJ AND NEW YORK, NY INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 6435EV 10 8 (October 14th, 2004)
New Century Trs Holdings Inc – MORGAN STANLEY MORTGAGE CAPITAL INC. 1221 Avenue of the Americas, 27th Floor New York, New York 10020 October 1, 2004 (October 6th, 2004)

This letter will serve as confirmation that, (i) effective as of the date hereof, the Existing Guarantor has been renamed New Century TRS Holdings, Inc., a Delaware corporation, (ii) pursuant to that certain Guaranty, dated as of October 1, 2004 (the “Replacement Guaranty”), made by New Century Financial Corporation, a Maryland corporation (f/k/a New Century REIT, Inc., a Maryland corporation) (the “Replacement Guarantor”) in favor of the Lenders and the Agent, the Replacement Guarantor shall be the Guarantor under the Loan Agreement and (iii) effective upon the effectiveness of the Replacement Guaranty, the Existing Guaranty shall be deemed to be terminated and, except for those provisions which by their terms survive such termination, the Existing Guaranty shall be of no further force or effect and the Existing Guarantor shall have no further obligations thereunder.

New Century Trs Holdings Inc – AMENDMENT to CERTAIN PROGRAM DOCUMENTS in relation to the VON KARMAN FUNDING LLC SECURED LIQUIDITY NOTES PROGRAM 2003 (October 5th, 2004)

THIS AMENDMENT, dated as of September 30, 2004 (this “Amendment”), is made by and among Von Karman Funding LLC (the “Issuer”), New Century Mortgage Corporation (as Seller and as Servicer under the Mortgage Loan Purchase and Servicing Agreement (as described below), the “Seller,” or the “Servicer,” as the case may be), Citibank, N.A. (the “Swap Counterparty”), and Deutsche Bank Trust Company Americas (the “Collateral Agent”).

New Century Trs Holdings Inc – SECOND AMENDED AND RESTATED GUARANTY AND PLEDGE AGREEMENT (October 5th, 2004)

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).

New Century Trs Holdings Inc – AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (October 5th, 2004)

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

New Century Trs Holdings Inc – CITIGROUP GLOBAL MARKETS REALTY CORP. (October 5th, 2004)

This letter agreement (the “Letter Agreement”) confirms the understanding and agreements among NC Capital Corporation (“NC Capital”), New Century Mortgage Corporation (“NC Mortgage”), New Century Credit Corporation (“NC Credit”) and Citigroup Global Markets Realty Corp. (“Citigroup”), under the terms set forth herein, regarding Citigroup’s agreement to provide a committed financing line (the “Financing Line”) to NC Capital and NC Credit in connection with certain adjustable-rate and fixed-rate, first lien and second lien mortgage loans that are originated by NC Mortgage (the “Mortgage Loans”), and amends and restates that certain letter agreement among NC Capital, NC Mortgage and Citigroup dated January 1, 2002 (the “Original Letter Agreement”).

New Century Trs Holdings Inc – AMENDMENT AND JOINDER TO THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (October 5th, 2004)

Amendment and Joinder to Third Amended and Restated Master Repurchase Agreement, dated as of September 29, 2004 (“Amendment and Joinder”), among CDC Mortgage Capital Inc., a New York corporation, having an address at 9 West 57th Street, 36th Floor, New York, New York 10019 (“Buyer”), and New Century Mortgage Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCMC”), NC Residual II Corporation, a Delaware corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCRC”), NC Capital Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCCC”) and New Century Credit Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“New Century”, and together with NCMC, NCCC and NCRC, “Seller”).

New Century Trs Holdings Inc – AMENDED AND RESTATED GUARANTY AND PLEDGE AGREEMENT (October 5th, 2004)

THIS 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.) (“NCFC”) and NEW CENTURY MORTGAGE CORPORATION (“NCMC”; and jointly and severally with NCFC, the “Guarantors”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (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).

New Century Trs Holdings Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (October 5th, 2004)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of September 30, 2004 (this “Agreement”) among New Century Mortgage Corporation (“NCMC”), New Century Financial Corporation (“NCFC”), New Century Funding I (the “Note Issuer”), NC Capital Corporation (“NCCC”), NC Residual II Corporation (“NCR II”) and New Century REIT, Inc. (“NC REIT”):

New Century Trs Holdings Inc – AMENDED AND RESTATED GUARANTY (October 5th, 2004)

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.

New Century Trs Holdings Inc – AMENDMENT AND JOINDER NO. 3 TO MASTER REPURCHASE AGREEMENT (October 5th, 2004)

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”).

New Century Trs Holdings Inc – SECOND AMENDED AND RESTATED BYLAWS OF NEW CENTURY TRS HOLDINGS, INC. (formerly known as New Century Financial Corporation) a Delaware corporation (October 1st, 2004)
New Century Trs Holdings Inc – CERTIFICATE OF MERGER OF NC MERGER SUB, INC. INTO NEW CENTURY FINANCIAL CORPORATION dated September 30, 2004 (October 1st, 2004)

SECOND: An Agreement and Plan of Merger, dated as of April 21, 2004 (the “Merger Agreement”), by and among New Century Financial Corporation (“New Century Financial”), NC Merger Sub, Inc. (“NC Merger Sub”) and New Century REIT, Inc., a Maryland corporation (“New Century REIT”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the General Corporation Law of the State of Delaware.

New Century Trs Holdings Inc – FORM OF FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (October 1st, 2004)

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”).

New Century Trs Holdings Inc – FIRST SUPPLEMENTAL INDENTURE (October 1st, 2004)

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”).

New Century Trs Holdings Inc – RESTATED CERTIFICATE OF INCORPORATION OF NEW CENTURY FINANCIAL CORPORATION (a Delaware corporation) (October 1st, 2004)

This Corporation is authorized to issue one class of stock to be designated “Common Stock,” with a par value of $0.01 per share. The total number of shares which this Corporation is authorized to issue is One Million (1,000,000) shares.

New Century Financial Corp – New Century Financial Corporation Deferred Compensation Plan Amended and Restated July 1, 2004 (September 27th, 2004)

In recognition of the services provided by certain key employees, the Board of Directors of New Century Financial Corporation hereby adopts a deferred compensation plan (the “Plan”) to make additional retirement benefits and increased financial security, on a tax favored basis, available to those individuals effective January 1, 1999 and amended effective July 1, 2004. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

New Century Financial Corp – SIXTH AMENDMENT TO LEASE (September 15th, 2004)

This Sixth Amendment to Lease (the “Amendment”) dated September 10, 2004, is by and between THE IRVINE COMPANY (“Landlord”), and NEW CENTURY FINANCIAL CORPORATION, a Delaware corporation (“Tenant”).

New Century Financial Corp – THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Among CDC MORTGAGE CAPITAL INC., as Buyer NEW CENTURY MORTGAGE CORPORATION, as Seller NC RESIDUAL II CORPORATION, as Seller and NC CAPITAL CORPORATION, as Seller Dated as of September 10, 2004 (September 15th, 2004)

This is a THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of September 10, 2004, among NEW CENTURY MORTGAGE CORPORATION, a California corporation (“NCMC”), NC RESIDUAL II CORPORATION, a Delaware corporation (“NCRC”) and NC CAPITAL CORPORATION, a California corporation (“NCCC”, and together with NCMC and NCRC, “Seller”) and CDC MORTGAGE CAPITAL INC., a New York corporation (“Buyer”).

New Century Financial Corp – News Release (September 15th, 2004)

Irvine, CA, September 15, 2004, New Century Financial Corporation (Nasdaq: NCEN), one of the nation’s largest non-prime mortgage finance companies, announced that at its annual meeting of stockholders held today its stockholders voted to approve the proposal to restructure the company to allow it to qualify as a real estate investment trust (REIT) for U.S. federal income tax purposes.

New Century Financial Corp – FIRST AMENDMENT TO LEASE (September 15th, 2004)

This First Amendment to Lease (the "Amendment") dated November 5, 2002, is by and between THE IRVINE COMPANY ("Landlord"),and NEW CENTURY MORTGAGE CORPORATION, a Delaware corporation and THE ANYLOAN COMPANY, a California corporation (collectively, "Tenant").

New Century Financial Corp – AMENDMENT NO. 4 (September 15th, 2004)

AMENDMENT NO. 4, dated as of June 30, 2004 (this "Amendment"), to the Second Amended and Restated Master Loan and Security Agreement, dated as of January 30, 2004 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Loan Agreement"; as amended 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", together with NC Capital and New Century, collectively, 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 defined herein shall have the meanings given to t

New Century Financial Corp – FOURTH AMENDMENT TO LEASE (September 15th, 2004)

This Fourth Amendment to Lease (the "Amendment") dated October 14, 2003, is by and between THE IRVINE COMPANY ("Landlord"), and NEW CENTURY FINANCIAL CORPORATION, a Delaware corporation ("Tenant").

New Century Financial Corp – AMENDMENT TO OFFICE SPACE LEASE (September 15th, 2004)

THIS AMENDMENT TO OFFICE SPACE LEASE (this "Amendment") is made as of the 17th day of September, 2003, by and between the NATIONAL OFFICE PARTNERS LIMITED PARTNERSHIP ("Landlord"), and NEW CENTURY MORTGAGE CORPORATION, a California corporation ("Tenant").

New Century Financial Corp – FIFTH AMENDMENT TO LEASE (September 15th, 2004)

This Fifth Amendment to Lease (the "Amendment") dated February 5, 2004, is by and between THE IRVINE COMPANY ("Landlord"), and NEW CENTURY FINANCIAL CORPORATION, a Delaware corporation ("Tenant").

New Century Financial Corp – News Release (September 15th, 2004)

Irvine, Calif., September 10, 2004, New Century Financial Corporation (Nasdaq: NCEN), one of the nation’s largest non-prime mortgage finance companies, announced today that its board of directors has approved a quarterly cash dividend payment to the company’s common stockholders at the rate of $0.23 per share. The company will pay the dividend on October 29, 2004 to stockholders of record at the close of business on September 24, 2004. The declaration of any future dividends will be subject to the company’s earnings, financial position, capital requirements, contractual restrictions and other relevant factors.

New Century Financial Corp – THIRD AMENDMENT TO LEASE (September 15th, 2004)

This Third Amendment to Lease (the "Amendment") dated September 12, 2002, is by and between THE IRVINE COMPANY ("Landlord"),and NEW CENTURY FINANCIAL CORPORATION, a Delaware corporation ("Tenant").

New Century Financial Corp – FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (September 15th, 2004)

This FIRST AMENDMENT TO OFFICE LEASE AGREEMENT ("Amendment") is made as of this 12th day of May, 2003, by and between KOLL CENTER IRVINE NUMBER TWO, L.L.C., a Delaware limited liability company ("Landlord"), and NEW CENTURY MORTGAGE CORPORATION, a California corporation ("Tenant"), with reference to the facts set forth in the Recitals below.

New Century Financial Corp – AMENDMENT NO. 6 AND AGREEMENT (September 10th, 2004)

AMENDMENT NO. 6 AND AGREEMENT, dated as of September 8, 2004 (this “Amendment”), to the Second Amended and Restated Master Loan and Security Agreement, dated as of January 30, 2004 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”; as amended 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”, together with NC Capital and New Century, collectively, 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”; MSMCI, in its capacity as agent for the Lenders, together with any successors and assigns, the “Agent”). Capitalized terms used but not otherwise defined herein shall have th

New Century Financial Corp – AMENDMENT NUMBER ONE to the Servicer Advance Financing Facility Agreement Dated as of August 28, 2003 by and between NEW CENTURY MORTGAGE CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP. (September 1st, 2004)

This AMENDMENT NUMBER ONE is made this 27th day of August, 2004 (“Amendment Number One”), by and between NEW CENTURY MORTGAGE CORPORATION, a California corporation (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (the “Lender”), to the Servicer Advance Financing Facility Agreement, dated as of August 28, 2003 by and between the Borrower and the Lender (the “Agreement”).