<PAGE>
EXHIBIT 10.1
THIRD AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
(the "Amendment") dated as of May 24, 2000 by and among NEW CENTURY MORTGAGE
CORPORATION, a California corporation (the "Company"), the lenders party to
the Credit Agreement referred to below (collectively, the "Lenders" and
individually, a "Lender") and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, in its capacity as agent for the Lenders (in such
capacity, together with any successor agents appointed thereunder, the
"Agent").
WITNESSETH THAT:
WHEREAS, the Company, the Lenders and the Agent are parties to a
Fourth Amended and Restated Credit Agreement dated as of May 26, 1999, a
First Amendment to Fourth Amended and Restated Credit Agreement and a Second
Amendment to Fourth Amended and Restated Credit Agreement (as amended, the
"Credit Agreement"), pursuant to which the Lenders provide the Company with a
revolving mortgage warehousing credit facility; and
WHEREAS, the Company and the Lenders have agreed to amend the Credit
Agreement upon the terms and conditions herein set forth;
NOW, THEREFORE, for value received, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Lenders agree as follows:
1. CERTAIN DEFINED TERMS. Each capitalized term used herein
without being defined herein that is defined in the Credit Agreement shall
have the meaning given to it therein.
2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:
(a) The definition of "Termination Date" in Section 1.01 of
the Credit Agreement is hereby amended by deleting "May 24, 2000"
therein and inserting therefor "June 30, 2000".
(b) Section 2.02(d) of the Agreement is hereby amended in its
entirety to read as follows:
(d) AGENT'S FEES. The Company shall pay to the Agent
fees in accordance with the terms of a letter dated
May 24, 2000 as the same may be amended, supplemented,
restated or replaced from time to time.
(c) Exhibit E to the Credit Agreement is hereby amended in its
entirety to read as set forth on Exhibit E hereto.
<PAGE>
(d) Schedule 1.01(b) to the Credit Agreement is hereby amended
in its entirety to read as set forth on Schedule 1.01(b) hereto.
(e) Schedule 3.01 to the Credit Agreement is hereby amended in
its entirety to read as set forth on Schedule 3.01 hereto.
(f) Schedule 3.05 to the Credit Agreement is hereby amended in
its entirety to read as set forth on Schedule 3.05 hereto.
3. EXITING LENDER. On May 24, 2000 (the "Effective Date"), the
aggregate unpaid principal amount of the Warehousing Loans made by Bank One,
Texas, N.A. (the "Exiting Lender") under the Existing Credit Agreement and
related Warehousing Note issued to the Exiting Lender thereunder, together
with all interest, facility fees and other amounts, if any, payable to the
Exiting Lender thereunder as of the Effective Date (the "Payoff Amount"),
shall be repaid in full from the proceeds of Warehousing Loans made by the
other Lenders, and the Commitment of the Exiting Lender under the Existing
Credit Agreement shall terminate. The Company shall give the Agent notice
pursuant to Section 2.01(c) with respect to such Warehousing Loans. The Agent
shall distribute to the Exiting Lender by not later than 3:00 P.M.
(Minneapolis time) on the Effective Date out of the proceeds of Warehousing
Loans made for such purpose, the amount required to pay such Exiting Lender's
Payoff Amount in full, whereupon: (a) the Exiting Lender shall no longer be a
party to the Credit Agreement (except to the extent provided in Section 8.10
thereof with respect to the survival of certain provisions, which shall
remain in effect as to the Exiting Lender); and (b) the Exiting Lender shall
not be deemed to be a "Lender" for any purpose under the Credit Agreement.
4. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This
Amendment shall become effective when the Agent shall have received at least
thirteen (13) counterparts of this Amendment, duly executed by the Company
and all of the Lenders, provided the following conditions are satisfied:
(a) Before and after giving effect to this Amendment, the
representations and warranties of the Company in Section 3 of the
Credit Agreement, Section 5 of the Pledge and Security Agreement and
Section 4 of the Servicing Security Agreement, of NCCC and NC Residual
II Corporation in Section 4 of the Residual Security Agreement, and of
NCFC in Section 15 of the Guaranty shall be true and correct as though
made on the date hereof, except for changes that are permitted by the
terms of the Credit Agreement.
(b) Before and after giving effect to this Amendment, no Event
of Default and no Unmatured Event of Default shall have occurred and be
continuing.
(c) No material adverse change in the business, assets,
financial condition or prospects of the Company shall have occurred
since December 31, 1999.
-2-
<PAGE>
(d) The Agent shall have received the following, each duly
executed or certified, as the case may be, and dated as of the date of
delivery thereof:
(i) copy of resolutions of the Board of Directors of
the Company, certified by its respective Secretary or
Assistant Secretary, authorizing or ratifying the
execution, delivery and performance of this Amendment
and the other agreements, documents and instruments
related hereto;
(ii) a certified copy of any amendment or restatement
of the Articles of Incorporation or the By-laws of
the Company made or entered following the date of the
most recent certified copies thereof furnished to the
Lenders;
(iii) certified copies of all documents evidencing
any necessary corporate action, consent or
governmental or regulatory approval (if any) with
respect to this Amendment; and
(iv) such other documents, instruments, opinions and
approvals as the Agent may reasonably request.
5. ACKNOWLEDGMENTS. The Company and each Lender acknowledge
that, as amended hereby, the Credit Agreement remains in full force and
effect with respect to the Company and the Lenders, and that each reference
to the Credit Agreement in the Loan Documents shall refer to the Credit
Agreement as amended hereby. The Company confirms and acknowledges that it
will continue to comply with the covenants set out in the Credit Agreement
and the other Loan Documents, as amended hereby, and that its representations
and warranties set out in the Credit Agreement and the other Loan Documents,
as amended hereby, are true and correct as of the date of this Amendment. The
Company represents and warrants that (i) the execution, delivery and
performance of this Amendment is within its corporate powers and has been
duly authorized by all necessary corporate action; (ii) this Amendment has
been duly executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms (subject to limitations as to enforceability
which might result from bankruptcy, insolvency, or other similar laws
affecting creditors' rights generally and general principles of equity) and
(iii) no Events of Default or Unmatured Events of Default exist.
6. GENERAL.
(a) The Company agrees to reimburse the Agent upon demand for
all reasonable expenses (including reasonable attorneys fees and legal
expenses) incurred by the Agent in the preparation, negotiation and
execution of this Amendment and any other document required to be
furnished herewith, and to pay and save the Lenders harmless from all
liability for any stamp or other taxes which may be payable with
respect to the execution or delivery of this
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<PAGE>
Amendment, which obligations of the Company shall survive any
termination of the Credit Agreement.
(b) This Amendment may be executed in as many counterparts as
may be deemed necessary or convenient, and by the different parties
hereto on separate counterparts, each of which, when so executed, shall
be deemed an original but all such counterparts shall constitute but
one and the same instrument.
(c) Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining portions hereof or affecting the
validity or enforceability of such provisions in any other
jurisdiction.
(d) This Amendment shall be governed by, and construed in
accordance with, the internal law, and not the law of conflicts, of the
State of Minnesota, but giving effect to federal laws applicable to
national banks.
(e) This Amendment shall be binding upon the Company, the
Lenders, the Agent and their respective successors and assigns, and
shall inure to the benefit of the Company, the Lenders, the Agent and
the successors and assigns of the Lenders and the Agent.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above written.
NEW CENTURY MORTGAGE
CORPORATION
By /s/ Patrick J. Flanagan
--------------------------------
Its EVP
-------------------------------
U.S. BANK NATIONAL ASSOCIATION
By /s/ Edwin Jenkins
--------------------------------
Its Senior Vice President
-------------------------------
GUARANTY FEDERAL BANK, FSB
By /s/ Gregory W. Jackson
--------------------------------
Its Senior Vice President
-------------------------------
BANK UNITED
By /s/ Michelle Perrin
--------------------------------
Its Vice President
-------------------------------
[Signature Page for Third Amendment to
Fourth Amended and Restated Credit Agreement]
<PAGE>
RESIDENTIAL FUNDING CORPORATION
By /s/ Gary Shev
--------------------------------
Its Director
-------------------------------
CHASE BANK OF TEXAS, N.A.
By /s/ Fred Thowley
--------------------------------
Its Vice President
-------------------------------
UNION BANK OF CALIFORNIA
By /s/ Donald Rubin
--------------------------------
Its Vice President
-------------------------------
BANK ONE, TEXAS, N.A., as Exiting Lender
By /s/ Gregory Martin
--------------------------------
Its Vice President
-------------------------------
[Signature Page for Third Amendment to
Fourth Amended and Restated Credit Agreement]
<PAGE>
EXHIBIT E TO
THIRD AMENDMENT TO
FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT
FORMULA FOR DETERMINING
WAREHOUSING COLLATERAL VALUE
"WAREHOUSING COLLATERAL VALUE": at the time of any determination as it
pertains to the following described types or kinds of assets which constitute
Warehousing Collateral:
(1) A Mortgage Loan the entire interest in which is owned by the Company
and which is an Eligible Mortgage Loan covering a completed residential
property, PROVIDED that such Mortgage Loan has been pre-approved for purchase
under a Take-Out Commitment and the aggregate available amount of such
Take-Out Commitment is not less than the aggregate outstanding principal
amount of Mortgage Loans pre-approved for delivery thereunder, and provided
that at the time such Mortgage Loan was pledged under the Pledge and Security
Agreement not more than 180 days had elapsed from the date such Mortgage Loan
was closed: the least of: (i) the purchase price under the Take-Out
Commitment to which such Mortgage Loan has been assigned or, if such Mortgage
Loan has not been so assigned, the weighted average purchase price for
Mortgage Loans under Take-Out Commitments under which such Mortgage Loan has
been pre-approved for delivery, LESS three percent (3%) of the original
principal balance, (ii) the unpaid principal amount of such Mortgage Loan, or
(iii) at the election of the Agent, the Fair Market Value of such Mortgage
Loan, LESS three percent (3%) of the original principal balance.
(2) All Eligible Servicing Receivables owned by the Company: eighty
percent (80%) of the sum of the amount of all Eligible Servicing Receivables.
(3) Such other assets of the Company as the Company shall offer to the
Required Lenders and as the Required Lenders shall accept in their sole
discretion as Warehousing Collateral: the amount of Warehousing Collateral
Value which the Required Lenders in their sole discretion assign thereto.
Notwithstanding the foregoing:
(i) the maximum aggregate Warehousing Collateral Value of all Mortgage
Loans which have been closed and funded under Agreements to Pledge, and with
respect to which the Agent has not received the instruments and documents
described in paragraph 2 of the related Collateral Identification Letters,
shall be not more than (a) during each Month-End Period, fifty percent (50%)
of the aggregate Commitment Amounts and (b) at all other times, thirty-three
and one-third of one percent (33.33%) of the aggregate Commitment Amounts;
<PAGE>
(ii) the maximum aggregate Warehousing Collateral Value of Mortgage
Loans with original principal balances in excess of $240,000 shall not exceed
thirty-five percent (35%) of the aggregate Commitment Amounts;
(iii) the maximum aggregate Warehousing Collateral Value of Mortgage
Loans with original principal balances of $500,000 or greater but less than
$750,000 shall not exceed twenty percent (20%) of the aggregate Commitment
Amounts;
(iv) the maximum aggregate Warehousing Collateral Value of Mortgage
Loans with original principal balances of $750,000 or greater shall not
exceed ten percent (10%) of the aggregate Commitment Amounts;
(v) the maximum aggregate Warehousing Collateral Value of a single
Mortgage Loan shall not exceed $1,000,000;
(vi) the maximum aggregate Warehousing Collateral Value of all Mortgage
Loans with a Risk Rating of C- or C shall not exceed twenty percent (20%) of
the aggregate Commitment Amounts;
(vii) the maximum aggregate Warehousing Collateral Value of all Mortgage
Loans with a Risk Rating of C- shall not exceed ten percent (10%) of the
aggregate Commitment Amounts;
(viii) the maximum aggregate Warehousing Collateral Value of all Mortgage
Loans secured by Second Mortgages shall not exceed ten percent (10%) of
the aggregate Commitment Amounts;
(ix) the maximum aggregate Warehousing Collateral Value of all Mortgage
Loans secured by Second Mortgages which have a Loan-to-Value Ratio of
greater than 100% shall not exceed five percent (5%) of the aggregate
Commitment Amounts;
(x) the maximum aggregate Warehousing Collateral Value of all Eligible
Servicing Receivables shall not exceed five percent (5%) of the aggregate
Commitment Amounts; and
(xi) the portion of the Warehousing Collateral Value of all Eligible
Servicing Receivables consisting of Foreclosure Advance Receivables shall not
exceed two and one-half percent (2.5%) of the aggregate Commitment Amounts.
A Mortgage Loan, or Mortgage-backed Security issued in consideration of
a Mortgage Loan, will be considered as having no Warehousing Collateral Value
if, as to any such Mortgage Loan, any of the following events occur:
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<PAGE>
(a) more than 90 days elapse from the date on which the Mortgage Note
and other documents relating to such Mortgage Loan were delivered to the
Agent in accordance with Sections 4.01 and 4.02 of the Pledge and Security
Agreement;
(b) 21 or more days elapse from the date a document relating to such
Mortgage Loan was delivered to the Company for correction in accordance with
Section 10.01 of the Pledge and Security Agreement and such document has not
been returned to the Agent;
(c) 45 or more days elapse from the date such Mortgage Loan was
delivered to an Investor pursuant to Section 10.02 of the Pledge and Security
Agreement for examination and purchase under a Take-Out Commitment and such
Mortgage Loan has not been returned to the Agent;
(d) more than one payment on such Mortgage Loan is delinquent, as
reported on any Compliance/Borrowing Base Certificate delivered to each
Lender pursuant to Section 4.01(c)(ii) of the Credit Agreement, such Mortgage
Loan has been rescinded, canceled or avoided, or such Mortgage Loan is
subject to any rights of rescission, cancellation or avoidance or to any
counterclaims, offsets or defenses, whether by operation of law or otherwise;
(e) the Company fails to deliver any document relating to such Mortgage
Loan within five Business Days after being requested to do so by the Agent
pursuant to Section 4.03 of the Pledge and Security Agreement;
(f) such Mortgage Loan was listed on a Loan Detail Listing delivered to
the Agent with an Agreement to Pledge and a Collateral Identification Letter,
and such Mortgage Loan shall not have closed on or before the close of
business on the Business Day on which such Loan Detail Listing was delivered;
(g) such Mortgage Loan was closed and funded with the proceeds of a
Warehousing Loan under an Agreement to Pledge and the Company fails to
deliver to the Agent, with respect to such Mortgage Loan, within seven
Business Days after the date of such Agreement to Pledge, the documents
referred to in Section 4.02 of the Pledge and Security Agreement;
(h) the Agent, for the benefit of the Lenders, does not have a
perfected, first priority security interest in such Mortgage Loan;
(i) the Agent notifies the Company that in its reasonable opinion such
Mortgage Loan is not marketable and will not be given Warehousing Collateral
Value;
(j) such Mortgage Loan has a Risk Rating lower than C-; or
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<PAGE>
(k) such Mortgage Loan was closed and funded more than one hundred
eighty (180) days prior to the date the Mortgage Note and other documents
relating to such Mortgage Loan were delivered to the Agent in accordance with
Section 4.02 of the Pledge and Security Agreement.
An Eligible Servicing Receivable shall cease to have Warehousing
Collateral Value if:
(i) such receivable is not paid (A) in the case of a Pool P&I Payment
Receivable, on or before the first Business Day of the first P&I Cleanup
Period beginning after the date the related Pool P&I Payment was made, (B) in
the case of a T&I Receivable, one hundred eighty (180) days after the date of
the related T&I Payment, and (C) in the case of a Foreclosure Advance
Receivable, two hundred seventy (270) days after the date foreclosure or
bankruptcy proceedings with respect to the related Mortgage Loan commenced;
(ii) such receivable is disputed by any Person, or the Company obtains
knowledge of any grounds for any such dispute;
(iii) the Servicing Contract under which such receivable arose
terminates, or any party under such Servicing Contract asserts a right to
terminate such Servicing Contract, for any reason;
(iv) the Company fails to comply with any of the requirements of the
Credit Agreement or the Servicing Security Agreement with respect thereto; or
(v) the Agent, for the benefit of the Lenders, does not have a
perfected, first priority security interest in such receivable or the related
Servicing Contract.
In addition, a Pool P&I Payment Receivable shall have no Warehousing
Collateral Value during any P&I Cleanup Period.
As used in the foregoing definition of Warehousing Collateral Value and
all defined terms used therein and in the following defined terms, all terms
defined in the Credit Agreement are used as therein defined and, in
addition, the following terms shall have the following respective meanings:
"AGREEMENT TO PLEDGE": as defined in the Pledge and Security Agreement.
"APPRAISED VALUE": with respect to an interest in real estate, the then
current fair market value thereof as of a recent date, as determined in
accordance with accepted methods of appraising by a qualified appraiser who
is a member of the American Institute of Real Estate Appraisers or other
group of professional appraisers.
E-4
<PAGE>
"APPROVED SECOND MORTGAGE INVESTOR": an Investor that has been
approved in writing by Agent for the purchase of Mortgage Loans secured by
Second Mortgages.
"COLLATERAL IDENTIFICATION LETTER": as defined in the Pledge and
Security Agreement.
"ELIGIBLE MORTGAGE LOAN": a closed-end Mortgage Loan secured by a
First Mortgage or a Second Mortgage on improved real estate in an original
principal amount not in excess of (a) in the case of Mortgage Loans secured
by First Mortgages, 80% of the Appraised Value of such real estate, and (b)
in the case of Mortgage Loans secured by Second Mortgages, 80% of the
Appraised Value of such real estate minus the amount of the Mortgage Loan
secured by the First Mortgage thereon, unless either (i) the amount of such
Mortgage Loan in excess of the maximum set forth above is insured, or is
subject to a commitment to be insured, by an insurer approved by the Agent,
or (ii) such Mortgage Loan (A) has a Loan-to-Value Ratio of not more than
100%, in the case of a Mortgage Loan secured by a First Mortgage, or 125% in
the case of a Mortgage Loan secured by a Second Mortgage, (B) in the case of
Mortgage Loans secured by a First Mortgage, satisfies the underwriting
guidelines or other applicable standards of the Investor referenced in clause
(C) below for a Risk Rating of at least "C-", or in the case of Mortgage
Loans secured by a Second Mortgage, is underwritten in accordance with the
applicable Underwriting Guidelines, (C) in the case of a Mortgage Loan
secured by a Second Mortgage, has been pre-approved by an Approved Second
Mortgage Investor for purchase under a Take-Out Commitment, (D) in the case
of a Mortgage Loan secured by a Second Mortgage, is originated or acquired
pursuant to a program offered by such Approved Second Mortgage Investor and
(E) has an original principal amount of not more than $1,000,000.
"ELIGIBLE SERVICING RECEIVABLE": a Pool P&I Payment Receivable, T&I
Receivable or Foreclosure Advance Receivable with respect to which each of
the following statements shall be accurate and complete (and the Company, by
including any such receivable in any computation of the Borrowing Base, shall
be deemed to so represent and warrant to the Agent and the Lenders):
(a) The Servicing Contract under which such receivable arose is
in full force and effect and is free of any default of the Company and there
does not exist any fact or circumstance that would entitle the investor
thereunder to terminate said Servicing Contract;
(b) No Person has a Lien or other interest or claim on any
right, title or interest of the Company under the Servicing Contract under
which such receivable arose or on any right of the Company to payment
thereunder;
(c) Such receivable arose in connection with a servicing
advance made by or a servicing fee owed to the Company, whether on account of
principal or interest, property taxes or property insurance or otherwise,
consistent with all terms and conditions of the related Servicing Contract
and is free of any counterclaim, right of appeal or defense to payment; and
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<PAGE>
(d) The pledge by the Company of its right to payment of such
receivable does not violate any requirement of law or contractual obligation,
or require the giving of notice to or obtaining the consent of any Person,
including, without limitation, the investor party to the related Servicing
Contract.
"FAIR MARKET VALUE": at any date with respect to any Mortgage Loan,
the bid price quoted in writing to the Agent as of the computation date by
two nationally recognized dealers selected by the Agent who at the time are
making a market in similar Mortgage Loans, multiplied, in any case, by the
outstanding principal amount thereof.
"FIRST MORTGAGE": a Mortgage which is subject to no prior or
superior mortgage liens.
"FORECLOSURE ADVANCE": a recoverable advance made by the Company for
T&I Payments or the costs of repair or enforcement in connection with the
foreclosure or other enforcement of a Mortgage Loan which is part of a pool
of Mortgage Loans backing a Mortgage-backed Security being serviced by the
Company under a Servicing Contract.
"FORECLOSURE ADVANCE RECEIVABLE": on a date of determination, a
valid, readily enforceable claim of the Company to retain amounts received or
to be received from an obligor, or out of the foreclosure proceeds, under a
Mortgage Loan serviced by the Company to reimburse the Company for a
Foreclosure Advance.
"LOAN DETAIL LISTING": as defined in the Pledge and Security
Agreement.
"LOAN-TO-VALUE RATIO": with respect to a Mortgage Loan secured by a
Mortgage on improved real estate, the ratio (expressed as a percentage) which
(a) the sum of the original principal amount of such Mortgage Loan plus the
original principal amount of the Mortgage Loan that is secured by prior
Mortgages on such real estate, if any, bears to (b) the Appraised Value of
such real estate.
"MONTH-END PERIOD": the period beginning on the third to the last
Business Day of each month and ending on the fifth Business Day of the
following month.
"P&I CLEANUP PERIOD": a period of five consecutive days designated
by the Borrower occurring during the period beginning on or after the 15th
day of one month and ending on or before the 14th day of the following month
during which no Pool P&I Payment Receivables shall be included in the
calculation of Eligible Servicing Receivables. The Borrower shall make such
designation monthly and shall notify the Agent thereof on or prior to the
first day of each designated P&I Cleanup Period.
"POOL P&I PAYMENT": a recoverable payment of delinquent principal or
interest on a Mortgage Loan (other than a Mortgage Loan which is in
bankruptcy or in the process of foreclosure)
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<PAGE>
which is part of a pool of Mortgage Loans backing a Mortgage-backed Security
and which payment the Company is obligated to fund under a Servicing Contract.
"POOL P&I PAYMENT RECEIVABLE": on a date of determination, a valid,
readily enforceable claim of the Company to retain amounts received or to be
received from an obligor under a Mortgage Loan serviced by the Company that
is currently due from such obligor to reimburse the Company for a Pool P&I
Payment.
"RISK RATING": the risk rating of a Mortgage Loan, determined using
the Underwriting Guidelines or other applicable standards of the Investor to
which such Mortgage Loan is to be sold by the Company under a Take-Out
Commitment previously issued to the Company by such Investor, provided such
underwriting guidelines or other applicable standards comply with industry
standards in the sole judgment of the Agent.
"SECOND MORTGAGE": a Mortgage which is subject to one prior or
superior Mortgage.
"T&I PAYMENT": a recoverable payment of real estate taxes or
insurance premiums in respect of a Mortgage Loan (other than a Mortgage Loan
that is in bankruptcy or in the process of foreclosure) which is serviced by
the Company and which the Company is obligated to fund under a Servicing
Contract.
"T&I RECEIVABLE": on any date of determination, a valid, readily
enforceable claim against any obligor on any Mortgage Loan and the accounts
of such obligor for repayment of any T&I Payment made by the Company that is
currently due from such obligor to reimburse the Company for a T&I Payment.
"TAKE-OUT COMMITMENT": a current, written commitment issued to the
Company by an Investor to purchase Mortgage Loans, at a definite price or
yield, within a specified time period.
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<PAGE>
SCHEDULE 1.01(b) TO
THIRD AMENDMENT TO FOURTH
AMENDED AND RESTATED
CREDIT AGREEMENT
SCHEDULE 1.01(b)
LENDER COMMITMENTS
<TABLE>
<CAPTION>
Lender Commitment
------ ----------
<S> <C>
U.S. Bank National Association $75,000,000
Guaranty Federal Bank, F.S.B. $65,000,000
Bank United $50,000,000
Residential Funding Corporation $50,000,000
Chase Bank of Texas, N.A. $30,000,000
Union Bank of California, N.A. $20,000,000
</TABLE>
<PAGE>
SCHEDULE 3.01 TO
THIRD AMENDMENT TO FOURTH
AMENDED AND RESTATED
CREDIT AGREEMENT
SCHEDULE 3.01
NEW CENTURY FINANCIAL CORPORATION
SUBSIDIARIES
<TABLE>
<CAPTION>
State or other Jurisdiction
Name of Incorporation
---- ---------------------------
<S> <C>
New Century Mortgage Corporation California
(also doing business as NCMC
Mortgage Corporation)
NC Capital Corporation California
NC Residual II Corporation Delaware
New Century Mortgage
Securities, Inc. Delaware
New Century R.E.O. Corp. California
NC Residual Corporation Delaware
Worth Funding Incorporated California
PWF Corporation California
(also doing business as Primewest
Funding and Western Capital Mortgage)
Anyloan Financial Corporation Delaware
anyloan.com California
NC Insurance Services, Inc. Louisiana
</TABLE>
<PAGE>
SCHEDULE 3.05 TO
THIRD AMENDMENT TO FOURTH
AMENDED AND RESTATED
CREDIT AGREEMENT
SCHEDULE 3.05
LITIGATION
On May 11, 2000, New Century Mortgage Corporation was served with a
Summons/Complaint entitled MICHAEL WARD AND LINDA WARD, AND KEVIN PAQUETTE
AND ALTHEA PAQUETTE ON BEHALF OF THEMSELVES AND OTHER SIMILARLY SITUATED V.
NEW CENTURY MORTGAGE CORPORATION, ET AL. The case was filed on May 2, 2000
in California Superior Court for the County of Alameda.
