##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 000-50721
 ORIGEN FINANCIAL, INC.
  Delaware
    
    20-0145649State of Incorporation
    
    I.R.S. Employer I.D. No.
 27777 Franklin Road
Suite 1700
Southfield, Michigan 48034
(248) 746-7000
 None
 Common Stock, Par Value $0.01 per Share
 o þ
 o þ
 þ o
 o
  o þ o
 o þ




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXSection 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 906 Certification of Chief Executive Officer & Chief Financial Officer    Table of Contents   2




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PART III
 
 Item 10. Directors and Executive Officers of the Registrant
 Directors and Executive Officers
  Name
    
    Age
    
    OfficePaul A. Halpern
    
    
    53
    
    
    Chairman of the BoardRonald A. Klein
    
    
    48
    
    
    Chief Executive Officer and DirectorRichard H. Rogel
    
    
    57
    
    
    DirectorGary A. Shiffman
    
    
    51
    
    
    DirectorMichael J. Wechsler
    
    
    66
    
    
    DirectorJames A. Williams
    
    
    64
    
    
    DirectorJ. Peter Scherer
    
    
    56
    
    
    President and Head of OperationsW. Anderson Geater, Jr
    
    
    57
    
    
    Chief Financial Officer and SecretaryMark W. Landschulz
    
    
    41
    
    
    Executive Vice President, Portfolio ManagementO. Douglas Burdett
    
    
    56
    
    
    Executive Vice President, Manager of Loan ServicingPaul J. Galaspie
    
    
    44
    
    
    Senior Vice President and Chief Information OfficerDavid M. Rand
    
    
    44
    
    
    Senior Vice President, Marketing and Strategic DevelopmentBenton E. Sergi
    
    
    44
    
    
    Senior Vice President, OperationsLaura Campbell
    
    
    36
    
    
    Senior Vice President, Human Resources
 Paul A. Halpern
 Ronald A. Klein
 3




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Richard H. Rogel
 Gary A. Shiffman
 Michael J. Wechsler
 James A. William
 J. Peter Scherer
 4




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W. Anderson Geater, Jr.
 Mark Landschulz
 O. Douglas Burdett
 Paul J. Galaspie
 David M. Rand
 5




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Benton E. Sergi
 Laura Campbell
  Audit Committee Matters
  Section 16(a) Beneficial Ownership Reporting Compliance
  6




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Code of Business Conduct and Ethics
  
    
    promote the honest and ethical conduct of all Origen personnel and employees;
    
    promote the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
    
    promote full, fair, accurate, timely and understandable disclosure in periodic
reports required to be filed by Origen;
    
    promote compliance with all applicable rules and regulations that apply to
Origen and its employees; and
    
    facilitate prompt and appropriate internal reporting and accountability for
violations of the code.
 www.origenfinancial.com
 
 Item 11. Executive Compensation
  7




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##### Table of Contents



Summary Compensation Table
 Annual Compensation
    
    Long-Term CompensationRestricted
    
    SecuritiesYear or Period Ended
    
    
    
    
    
    
    
    
    
    Other Annual
    
    Stock
    
    UnderlyingName and Principal Position
    
    December 31,
    
    Salary
    
    Bonus
    
    Compensation
    
    Awards(1)
    
    OptionsRonald A. Klein
Chief Executive Officer
    
    
    2003
    
    
    $
    90,602
    (2)
    
    $
    280,040
    (3)
    
    $
    9,935
    (4)
    
    $
    1,100,000
    (5)
    
    
    25,0002004
    
    
    $
    405,763
    
    
    $
    159,375
    
    
    $
    386,583
    (6)
    
    $
    656,250
    (7)
    
    
    2005
    
    
    $
    430,769
    
    
    $
    69,895
    
    
    $
    43,612
    (11)
    
    $
    721,000
    (12)
    
    
    W. Anderson Geater, Jr
Chief Financial Officer
    
    
    2003
    
    
    $
    47,323
    (2)
    
    $
    151,494
    (3)
    
    $
    9,962
    (4)
    
    $
    200,000
    (8)
    
    
    15,0002004
    
    
    $
    207,305
    
    
    $
    91,375
    
    
    $
    42,136
    (6)
    
    $
    262,500
    (9)
    
    
    2005
    
    
    $
    217,308
    
    
    $
    75,623
    
    
    $
    42,689
    (11)
    
    $
    216,300
    (13)
    
    
    J. Peter Scherer
President and Head of Operations
    
    
    2003
    
    
    $
    47,323
    (2)
    
    $
    151,494
    (3)
    
    $
    9,661
    (4)
    
    $
    200,000
    (8)
    
    
    15,0002004
    
    
    $
    207,305
    
    
    $
    91,375
    
    
    $
    40,852
    (6)
    
    $
    262,500
    (9)
    
    
    2005
    
    
    $
    217,308
    
    
    $
    85,706
    
    
    $
    43,151
    (11)
    
    $
    216,300
    (13)
    
    
    Mark W. Landschulz
Executive Vice President of
  Portfolio Management
    
    
    2003
    
    
    $
    43,852
    (2)
    
    $
    140,409
    (3)
    
    $
    9,059
    (4)
    
    $
    200,000
    (8)
    
    
    15,0002004
    
    
    $
    192,305
    
    
    $
    85,000
    
    
    $
    38,592
    (6)
    
    $
    262,500
    (9)
    
    
    2005
    
    
    $
    202,308
    
    
    $
    79,790
    
    
    $
    41,376
    (11)
    
    $
    216,300
    (13)
    
    
    Benton E. Sergi
    
    
    2003
    
    
    $
    42,125
    (2)
    
    $
    36,807
    (3)
    
    $
    5,235
    (4)
    
    
    
    
    
    
    Senior Vice President, Operations
    
    
    2004
    
    
    $
    188,747
    
    
    $
    41,800
    
    
    $
    20,224
    (6)
    
    $
    43,750
    (10)
    
    
    12,5002005
    
    
    $
    193,673
    
    
    $
    42,686
    
    
    $
    19,350
    (11)
    
    $
    36,050
    (14)
    
    
    
 
 (1)
    
    As of December 31, 2005, Mr. Klein held 263,238 shares of restricted stock with an
aggregate value of $1,874,255; Mr. Geater held 73,974 shares with an aggregate value of
$526,695; Mr. Scherer held 73,152 shares of restricted stock with an aggregate value of
$520,842; Mr. Landschulz held 71,757 shares of restricted stock with an aggregate value of
$510,910; and Mr. Sergi held 20,000 shares of restricted stock with an aggregate value of
$142,400. For purposes of the preceding sentence, aggregate values are based on the closing
market price of Origens common stock on December 30, 2005.(2)
    
    Represents salary received from commencement of operations to year end. Annual base salaries
for Messrs. Klein, Geater, Scherer, Landschulz and Sergi are set forth below under Employment
Agreements. Mr. Sergis annualized base salary during the period ended December 31, 2003 was
$185,000.(3)
    
    2003 bonuses paid are with respect to the executive officers employment by Origen and Origen
Financial L.L.C. during the twelve months ended December 31, 2003.(4)
    
    Included in these amounts are split-dollar whole life insurance premiums of $7,985 for Mr.
Klein, $7,601 for Mr. Geater, $7,364 for Mr. Scherer, $7,467 for Mr. Landschulz and $4,522 for
Mr. Sergi, in each case pro rated for the period October 8, 2003 through December 31, 2003.
Origen pre-paid the annual premiums for the split-dollar whole life insurance for 2004 in
November 2003. The annual premiums for these policies for the coverage period ending in
November 2004 were $34,700 for Mr. Klein, $33,030 for Mr. Scherer, $32,000 for Mr. Geater,
$32,450 for Mr. Landschulz and $19,650 for Mr. Sergi. These policies are owned by Origen and
are intended to provide key man insurance benefits to Origen, and the cash build-up in the
policies is intended to fund the payment of benefits under Origens capital accumulation plan
described below.(5)
    
    Mr. Klein was granted a restricted share award of 60,000 shares on October 8, 2003, which
vested on April 8, 2004.
Mr. Klein was also granted a restricted share award of 50,000 shares on October 8, 2003.
One-third of the shares granted under this award vested on May 11, 2004. One-third of the
remaining shares vested on June 3, 2005 (extended from May 11, 2005) and the remainder will vest
on May 11, 2006. Distributions on the shares of restricted stock will be paid to Mr. Klein.(6)
    
    Included in these amounts are split-dollar whole life insurance premiums for the coverage
period ending in November 2005 of $35,600 for Mr. Klein, $34,100 for Mr. Geater, $34,030 for
Mr. Scherer, $33,900 for Mr. 8




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Landschulz and $19,350 for Mr. Sergi. Origen pre-paid the annual
premiums for the split-dollar whole life insurance for 2005 in November 2004. These policies
are owned by Origen and are intended to provide key man insurance benefits to Origen, and the
cash build-up in the policies is intended to fund the payment of benefits under Origens
capital accumulation plan described below. Mr. Kleins other annual compensation also includes
a payment of $344,161 to cover the tax liability arising from the vesting of 60,000 shares of
restricted stock in 2004. These shares of restricted stock were granted to Mr. Klein upon his
waiver of the right to receive a change in control payment of $600,000 in connection with
Origens formation transactions.(7)
    
    On each of March 23, 2004 and August 5, 2004, Mr. Klein was granted a restricted share award
of 37,500 shares (or a total of 75,000 shares). Two-thirds of the shares granted under each of
these awards vested on June 3, 2005 (extended from May 11, 2005) and the remaining one-third
of the shares will vest on May 11, 2006. Distributions on the shares of restricted stock will
be paid to Mr. Klein.(8)
    
    Each of Messrs. Geater, Scherer and Landschulz was granted a restricted share award of 20,000
shares on October 8, 2003. One-third of the shares granted under this award vested on May 11,
2004. One-third of the remaining shares vested on June 3, 2005 (extended from May 11, 2005)
and the remainder will vest on May 11, 2006. Distributions on the shares of restricted stock
will be paid to the applicable holder of the restricted stock.(9)
    
    On each of March 23, 2004 and August 5, 2004, each of Messrs. Geater, Scherer and Landschulz
was granted a restricted share award of 15,000 shares (or a total of 30,000 shares each).
Two-thirds of the shares granted under each of these awards vested on June 3, 2005 (extended
from May 11, 2005) and the remaining one-third of the shares will vest on May 11, 2006.
Distributions on the shares of restricted stock will be paid to the applicable holder of the
restricted stock.(10)
    
    On January 29, 2004 Mr. Sergi was granted a restricted share award of 10,000 shares and on each
of March 23, 2004 and August 5, 2004, Mr. Sergi was granted a restricted share award of 2,500
shares (or a total of 15,000 shares). Two-thirds of the shares granted under each of these
awards vested on May 11, 2005 and the remaining one-third of the shares will vest on May 11,
2006. Distributions on the shares of restricted stock will be paid to Mr. Sergi.(11)
    
    Included in these amounts are split-dollar whole life insurance premiums for the coverage
period ending in November 2006 of $34,700 for Mr. Klein,
$32,000 for Mr. Geater, $34,030 for
Mr. Scherer, $34,030 for Mr. Landschulz and $19,350 for Mr. Sergi. Origen pre-paid the annual
premiums for the split-dollar whole life insurance for 2006 in November 2005. These policies
are owned by Origen and are intended to provide key man insurance benefits to Origen, and the
cash build-up in the policies is intended to fund the payment of benefits under Origens
capital accumulation plan described below.(12)
    
    On May 8, 2005, Mr. Klein was granted a restricted share award of 100,000 shares. The shares
vest in equal installments on each of the first, second and third anniversary dates of the
grant. Distributions on the shares of restricted stock will be paid to Mr. Klein.(13)
    
    On May 8, 2005, each of Messrs. Geater, Scherer and Landschulz was granted a restricted share
award of 30,000 shares. The shares vest in equal installments on each of the first, second and
third anniversary dates of the grant. Distributions on the shares of restricted stock will be
paid to the applicable holder of the restricted stock.(14)
    
    On May 8, 2005, Mr. Sergi was granted a restricted share award of 5,000 shares. The shares
vest in equal installments on each of the first, second and third anniversary dates of the
grant. Distributions on the shares of
restricted stock will be paid to Mr. Sergi.  9




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Compensation PayableNamed Executive Officer
    
    Under Capital Accumulation PlanRonald A. Klein
    
    $
    400,000W. Anderson Geater
    
    $
    400,000J. Peter Scherer
    
    $
    400,000Mark W. Landschulz
    
    $
    400,000Benton Sergi
    
    $
    225,000
  Option Grants in Last Fiscal Year
  Aggregated Option Exercises and Fiscal Year-End Option Values Table
  Number of SecuritiesUnderlying UnexercisedOptions atShares Acquired
    
    
    
    
    
    Fiscal Year-End(1)Name of Grantee
    
    on Exercise
    
    Value Realized
    
    Exercisable
    
    UnexercisableRonald A. Klein
    
    
    
    
    
    
    
    
    
    
    16,666
    
    
    
    8,334J. Peter Scherer
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    5,000W. Anderson Geater, Jr
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    5,000Mark W. Landschulz
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    5,000Benton E. Sergi
    
    
    
    
    
    
    
    
    
    
    8,333
    
    
    
    4,167
 
 (1)
    
    None of the options were in-the-money as of December 31, 2005. 10




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Outside Director Compensation
   Employment Agreements
  First Year of
    
    Second Year of
    
    Third Year ofInitial Term(1)
    
    Initial Term(1)
    
    Initial Term(1)Ronald A. Klein
    
    $
    400,000
    
    
    $
    425,000
    
    
    $
    450,000W. Anderson Geater, Jr
    
    
    205,000
    
    
    
    215,000
    
    
    
    225,000J. Peter Scherer
    
    
    205,000
    
    
    
    215,000
    
    
    
    225,000Mark W. Landschulz
    
    
    190,000
    
    
    
    200,000
    
    
    
    210,000Benton E. Sergi
    
    
    190,000
    
    
    
    195,000
    
    
    
    205,000
 
 (1)
    
    The initial term of the employment agreement of each of Messrs. Klein, Geater, Scherer and
Landschulz began on October 8, 2003 and ends on October 7, 2006. The initial term of Mr.
Sergis employment agreement began on April 1, 2004 and ends on March 31, 2007.  11




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Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
   Amount and Nature of Beneficial OwnershipName and Address of Beneficial Owner
    
    Shares
    
    Percent(1)Ronald A. Klein
    
    
    368,238
    (2)
    
    
    1.4
    %27777 Franklin Road, Suite 1700
  Southfield, MI 48034Gary A. Shiffman
    
    
    5,017,500
    (3)
    
    
    19.7
    %27777 Franklin Road, Suite 200
  Southfield, MI 48034Paul A. Halpern
    
    
    1,767,500
    (4)
    
    
    6.9
    %2300 Harmon Road
  Auburn Hills, MI 48326Richard H. Rogel
    
    
    42,500
    (5)
    
    
    *56 Rose Crown
  Avon, CO 81260Michael J. Wechsler
    
    
    17,500
    (5)
    
    
    *625 Madison Avenue
  New York, NY 10021
 12




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Amount and Nature of Beneficial OwnershipName and Address of Beneficial Owner
    
    Shares
    
    Percent(1)James A. Williams
    
    
    17,500
    (5)
    
    
    *380 N. Old Woodward Ave, Suite 300
  Birmingham, MI 48009J. Peter Scherer
    
    
    88,152
    (6)
    
    
    *27777 Franklin Road, Suite 1700
  Southfield, MI 48034W. Anderson
Geater, Jr.
    
    
    91,774
    (6)
    
    
    *27777 Franklin Road, Suite 1700
  Southfield, MI 48034Mark W. Landschulz
    
    
    94,257
    (6)
    
    
    *27777 Franklin Road, Suite 1700
  Southfield, MI 48034Benton E. Sergi
    
    
    33,750
    (7)
    
    
    *27777 Franklin Road, Suite 1700
  Southfield, MI 48034Sun OFI, LLC
    
    
    5,000,000
    (8)
    
    
    19.6
    %27777 Franklin Road, Suite 200
  Southfield, MI 48034Woodward Holding, LLC
    
    
    1,750,000
    (9)
    
    
    6.9
    %2300 Harmon Road
  Auburn Hills, MI 48326Third Avenue Management LLC
    
    
    2,213,525
    (10)
    
    
    8.7
    %622 Third
Avenue, 32nd Floor
New York, NY 10017Wesley Capital Management, LLC (f/k/a AW Asset
    
    
    1,917,161
    (11)
    
    
    7.5
    %Management,
L.L.C).
535 Madison Avenue. 26th Floor
New York, NY 10022All directors and executive officers as a
group (14 persons)
    
    
    7,639,772
    (12)
    
    
    29.8
    %
 
 *
    
    Holdings represent less than 1% of all shares outstanding.(1)
    
    In accordance with SEC regulations, the percentage calculations are based on 25,449,059
shares of common stock issued and outstanding as of April 28, 2006, plus shares of common
stock that may be acquired pursuant to options exercisable within 60 days of April 28, 2006 by
each individual or entity listed.(2)
    
    Includes (i) 10,000 shares held in a trust of which Mr. Klein is the beneficiary, and (ii)
25,000 shares of common stock that may be acquired pursuant to options exercisable within 60
days of April 28, 2006.(3)
    
    Includes (i) 5,000,000 shares held by Sun OFI, LLC, an affiliate of Sun Communities, Inc.,
which are attributed to Mr. Shiffman because he is the Chairman, President and Chief Executive
Officer of Sun Communities, Inc., of which 13




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shares Mr. Shiffman disclaims beneficial ownership,
and (ii) 5,000 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006. Does not include 1,025,000 shares held by Shiffman Origen
LLC. Mr. Shiffman has an indirect pecuniary interest in approximately 9% of the shares held by
Shiffman Origen LLC but does not have share voting or investment control over the shares held
by this entity.(4)
    
    Includes (i) 1,750,000 shares held by Woodward Holding, LLC, which are attributed to Mr.
Halpern because he is its sole manager, of which shares Mr. Halpern disclaims beneficial
ownership, and (ii) 5,000 shares of common stock that may be acquired pursuant to options
exercisable within 60 days of April 28, 2006.(5)
    
    Includes 5,000 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006.(6)
    
    Includes 15,000 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006.(7)
    
    Includes 12,500 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006.(8)
    
    Sun OFI, LLC is an affiliate of Sun Communities, of which Mr. Shiffman is the Chairman,
President and Chief Executive Officer. Mr. Shiffman is the sole manager of Sun OFI, LLC. Mr.
Shiffman has sole share voting and investment control over the shares held by Sun OFI, LLC.
Mr. Shiffman disclaims beneficial ownership of the shares held by Sun OFI, LLC.(9)
    
    Mr. Halpern is the sole manager of Woodward Holding, LLC. Mr. Halpern has sole share voting
and investment control over the shares held by Woodward Holding, LLC. Mr. Halpern disclaims
beneficial ownership of the shares held by Woodward Holding, LLC.(10)
    
    Based on information contained in a Schedule 13G/A filed with the SEC on February 14, 2006,
Third Avenue Management LLC has sole voting power with respect to 2,157,875 of these shares
and sole dispositive power with respect to all 2,213,525 of these shares.(11)
    
    Based on information contained in a Schedule 13G/A filed with the SEC on February 13, 2006,
Wesley Capital Management, LLC (f/k/a AW Asset Management, L.L.C.) serves as an investment
adviser to, and holds these shares for the account of, a number of hedge funds and managed
accounts and Wesley Capital Management, LLC disclaims beneficial ownership of the shares of
common stock held by the funds, except to the extent of any pecuniary interest.(12)
    
    Includes 152,500 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006. Equity Compensation Plan Information
  (a)
    
    (b)
    
    (c)Number of securitiesNumber of
    
    
    
    
    
    remaining available forsecurities to be
    
    Weighted-average
    
    future issuance underissued upon exercise
    
    exercise price of
    
    equity compensationof outstanding
    
    outstanding
    
    plans (excludingoptions, warrants
    
    options, warrants
    
    securities reflected inand rights
    
    and rights
    
    column (a))Plan CategoryEquity compensation plans approved by stockholders
    
    
    255,500
    
    
    $
    10.00
    
    
    
    670,188Equity compensation plans not approved by stockholders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATOTAL
    
    
    255,500
    
    
    $
    10.00
    
    
    
    670,188
 14




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Item 13. Certain Relationships and Related Transactions
      
 Item 14. Principal Accountant Fees and Services
  15




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Fiscal Year Ended December 31,Category
    
    2005
    
    2004Audit Fees: For professional
services rendered for the audit
of our financial statements,
the audit of internal controls
relating to Section 404 of the
Sarbanes-Oxley Act, the reviews
of the quarterly financial
statements, comfort letters and
consents
    
    $
    635,218
    
    
    $
    235,908Audit-Related Fees: For
professional services rendered
for accounting assistance with
new accounting standards,
attendance at Audit Committee
meetings, in connection with
our initial public offering and
securitizations and other SEC
related matters
    
    $
    50,463
    
    
    $
    155,640Tax Fees: For professional
services rendered in connection
with tax compliance and
preparation of tax returns
    
    $
    146,620
    
    
    $
    154,150All Other Fees: For
professional services rendered
for the audit of our 401(k)
plan
    
    $
    20,053
    
    
    $
    12,820
  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
     16




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SIGNATURES
   ORIGEN FINANCIAL, INC., aDelaware corporationBy:
    
    /s/ Ronald A. KleinRonald A. Klein, Chief Executive Officer
  Name
    
    Title
    
    Date/s/ Ronald A. Klein
    
    Chief Executive Officer and Director
    
    May 1, 2006Ronald A, Klein/s/ W. Anderson Geater, Jr.
    
    Chief Financial Officer and Principal
    
    May 1, 2006W. Anderson Geater, Jr.
    
    Accounting Officer/s/ Paul A. Halpern
    
    Chairman of the Board
    
    May 1, 2006Paul A. Halpern/s/ Richard H. Rogel
    
    Director
    
    May 1, 2006Richard H. Rogel/s/ Gary A. Shiffman
    
    Director
    
    May 1, 2006Gary A. Shiffman/s/ Michael J. Wechsler
    
    Director
    
    May 1, 2006Michael J. Wechsler/s/ James A. Williams
    
    Director
    
    May 1, 2006James A. Williams
 17




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EXHIBIT INDEX
 Exhibit
    
    
    
    Method ofNumber
    
    Description
    
    Filing1.1
    
    
    Sales Agreement dated August 29, 2005 between Origen Financial, Inc. (Origen), and
Brinson Patrick Securities Corporation
    
    
    (2
    )3.1.1
    
    
    Second Amended and Restated Certificate of Incorporation of Origen, filed October 7,
2003, and currently in effect
    
    
    (1
    )3.1.2
    
    
    Certificate of Designations for Origens Series A Cumulative Redeemable Preferred Stock
    
    
    (1
    )3.2
    
    
    By-laws of Origen
    
    
    (6
    )4.1
    
    
    Form of Common Stock Certificate
    
    
    (1
    )4.2
    
    
    Registration Rights Agreement dated as of October 8, 2003 among Origen, Lehman
Brothers Inc., on behalf of itself and as agent for the investors listed on Schedule A
thereto and those persons listed on Schedule B thereto
    
    
    (1
    )4.3
    
    
    Registration Rights Agreement dated as of February 4, 2004 between Origen and DB
Structured Finance Americas, LLC
    
    
    (1
    )4.4
    
    
    Form of Senior Indenture
    
    
    (2
    )4.5
    
    
    Form of Subordinated Indenture
    
    
    (2
    )10.1
    
    
    Contribution Agreement, dated October 8, 2003, among Origen and the entities set forth
on Appendix I thereto
    
    
    (1
    )10.2
    
    
    Common Stock Purchase Agreement dated October 8, 2003 between Lehman Brothers Inc. and
Origen
    
    
    (1
    )10.3
    
    
    Concurrent Private Placement Agreement dated October 8, 2003 among Origen and the
Purchasers (as defined therein)
    
    
    (1
    )10.4
    
    
    Private Placement Agreement dated February 4, 2004 between Origen and DB Structured
Finance Americas, LLC
    
    
    (1
    )10.5
    
    
    2003 Equity Incentive Plan of Origen#
    
    
    (1
    )10.6
    
    
    First Amendment to 2003 Equity Incentive Plan of Origen#
    
    
    (5
    )10.7
    
    
    Form of Non-Qualified Stock Option Agreement#
    
    
    (1
    )10.8
    
    
    Form of Restricted Stock Award Agreement#
    
    
    (1
    )10.9
    
    
    Employment Agreement between Origen, Origen Financial L.L.C. and W. Anderson Geater#
    
    
    (1
    )10.10
    
    
    Employment Agreement between Origen, Origen Financial L.L.C. and Ronald A. Klein#
    
    
    (1
    )10.11
    
    
    Employment Agreement between Origen, Origen Financial L.L.C. and Mark Landschulz#
    
    
    (1
    )10.12
    
    
    Employment Agreement between Origen, Origen Financial L.L.C. and J. Peter Scherer#
    
    
    (1
    )




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##### Table of Contents



Exhibit
    
    
    
    Method ofNumber
    
    Description
    
    Filing10.13
    
    
    Employment Agreement between Origen, Origen Financial L.L.C. and Benton Sergi#
    
    
    (4
    )10.14
    
    
    Origen Financial L.L.C. Endorsement Split-Dollar Plan dated November 14, 2003#
    
    
    (1
    )10.15
    
    
    Origen Financial L.L.C. Capital Accumulation Plan#
    
    
    (1
    )10.16
    
    
    First Amendment to Origen Financial L.L.C. Capital Accumulation Plan#
    
    
    (1
    )10.17
    
    
    Services and Interest Rebate Agreement dated October 8, 2003 between Origen Financial
L.L.C. and Sun Communities, Inc.
    
    
    (1
    )10.18
    
    
    Credit Agreement dated July 25, 2002 between Origen Financial L.L.C. and Bank One, NA
    
    
    (1
    )10.19
    
    
    First Amendment to Credit Agreement between Origen Financial L.L.C. and Bank One, NA
dated June 27, 2003
    
    
    (1
    )10.20
    
    
    Second Amendment to Credit Agreement between Origen Financial L.L.C. and Bank One, NA
dated October 23, 2003
    
    
    (1
    )10.21
    
    
    Third Amendment to Credit Agreement between Origen Financial L.L.C. and Bank One, NA
dated December 31, 2003
    
    
    (1
    )10.22
    
    
    Fourth Amendment to Credit Agreement effective as of December 31, 2004 between Origen
Financial L.L.C. and JPMorgan Chase Bank, N.A. (as successor by merger to Bank One,
NA)
    
    
    (3
    )10.23
    
    
    Fifth Amendment to Credit Agreement effective as of December 23, 2005 between Origen
Financial L.L.C. and JPMorgan Chase Bank, N.A.
    
    
    (6
    )10.24
    
    
    Lease dated October 18, 2002 between American Center LLC and Origen Financial L.L.C.
    
    
    (1
    )10.25
    
    
    Agency Agreement between American Modern Home Insurance Company, American Family Home
Insurance Company and OF Insurance Agency, Inc. dated December 31, 2003
    
    
    (1
    )21.1
    
    
    List of Origens Subsidiaries.
    
    
    (6
    )23.1
    
    
    Consent of Grant Thornton LLP
    
    
    (6
    )31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    
    (7
    )31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    
    (7
    )32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    (7
    )99.1
    
    
    Amended and Restated Charter of the Audit Committee of the Origen Board of Directors
and Audit Committee of the Origen Board of Directors
    
    
    (1
    )99.2
    
    
    Charter of the Compensation Committee of the Origen Board of Directors
    
    
    (1
    )




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##### Table of Contents



Exhibit
    
    
    
    Method ofNumber
    
    Description
    
    Filing99.4
    
    
    Charter of the Executive Committee of the Origen Board of Directors
    
    
    (1
    )99.5
    
    
    Corporate Governance Guidelines
    
    
    (1
    )99.6
    
    
    Code of Business Conduct
    
    
    (1
    )99.7
    
    
    Financial Code of Ethics
    
    
    (1
    )
 
 (1)
    
    Incorporated by reference to Origen Financial, Inc.s Registration Statement on Form S-11 No.
33-112516, as amended.(2)
    
    Incorporated by reference to Origen Financial, Inc.s Registration Statement on Form S-3 No. 33-127931.(3)
    
    Incorporated by reference to Origen Financial, Inc.s Annual Report on Form 10-K for the year ended
December 31, 2004.(4)
    
    Incorporated by reference to Origen Financial, Inc.s Amendment to Annual Report on Form 10-K/A for
the year ended December 31, 2004.(5)
    
    Incorporated by reference to Origen Financial, Inc.s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005.(6)
    
    Previously filed.(7)
    
    Filed herewith.#
    
    Management contract or compensatory plan or arrangement.