Omnibus Amendment No. 1, dated as of October 13, 2005



 Exhibit 10.26 
  
 OMNIBUS AMENDMENT NO. 1 
  
 This Omnibus Amendment No. 1 (the “Amendment”), dated as of October 13, 2005, among NEW CENTURY FUNDING I, a Delaware statutory
trust, NEW CENTURY MORTGAGE CORPORATION, a California corporation, NC RESIDUAL II CORPORATION, a Delaware corporation, NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation, NC CAPITAL CORPORATION, a California corporation, HOME123 CORPORATION,
a California corporation, NEW CENTURY CREDIT CORPORATION, a California corporation, DEUTSCHE BANK NATIONAL TRUST COMPANY, as custodian and disbursement agent, and solely with respect to the Custodial Agreement and UBS REAL ESTATE SECURITIES INC., a
Delaware corporation, amends the following agreements (the “Amended Agreements”): 
  
 (A) COMMITTED NOTE PURCHASE AND SECURITY AGREEMENT, dated as of May 10, 2002, among New Century Funding I, (the “Note Issuer”), UBS
Real Estate Securities Inc. (“UBS”, f/k/a UBS Warburg Real Estate Securities Inc.), as purchaser of Notes issued thereunder from time to time (UBS, in that capacity, and each other entity that from time to time may be a Purchaser as
provided therein, each a “Purchaser”), each Person that from time to time holds any of the Notes issued thereunder (each a “Noteholder”) and UBS Real Estate Securities Inc., as agent for the Purchasers and the
Noteholders (in that capacity, the “Agent”), as previously amended (as amended, the “Note Purchase Agreement”); 
  
 (B) LOAN PURCHASE AGREEMENT, dated as of May 10, 2002, among New Century Mortgage Corporation (“NCMC”), NC Residual II Corporation
(“NC Residual”), New Century Financial Corporation, (“New Century Financial”), NC Capital Corporation (“NCCC”) and the Note Issuer, as previously amended (as amended, the “Loan Purchase
Agreement”); 
  
 (C) CUSTODIAL AGREEMENT, dated as of
May 10, 2002, by and among NCMC, the Note Issuer, the Agent, Deutsche Bank National Trust Company, as custodian for the Agent (in such capacity, the “Custodian”) and Deutsche Bank National Trust Company, as disbursement agent
for the Agent pursuant to the Custodial Agreement (in such capacity, the “Disbursement Agent”) (the “Custodial Agreement”); and 
  
 (D) PRICING SIDE LETTER, dated as of May 14, 2004, from NCMC, NC Residual, New Century Financial, NCCC and the Note
Issuer, and acknowledged and agreed to by the Agent, as previously amended (as amended, the “Pricing Side Letter”). 
  
 This Amendment shall constitute Amendment No. 8 to the Note Purchase Agreement, Amendment No. 5 to the Loan Purchase Agreement, Amendment
No. 1 to the Custodial Agreement and Amendment No. 4 to the Pricing Side Letter. 









 A. Amendments to the Note Purchase Agreement 
  

	1.	The defined term “Seller” in the Note Purchase Agreement is hereby amended to read as follows: 

  
 “‘Seller’ shall mean each of New
Century Mortgage Corporation, NC Residual II Corporation, Home123 Corporation and New Century Credit Corporation, individually, and ‘Sellers’ shall mean New Century Mortgage Corporation, NC Residual II Corporation, Home123
Corporation and New Century Credit Corporation, collectively.” 
  

	2.	The defined term “New Century Parties” in the Note Purchase Agreement is hereby amended to read as follows: 

  
 “‘New Century Parties’ shall mean,
collectively, New Century Financial Corporation, New Century Mortgage Corporation, NC Residual II Corporation, Home123 Corporation and New Century Credit Corporation.” 
  
 B. Amendments to the Loan Purchase Agreement 
  

	1.	Home123 Corporation, a California corporation, and New Century Credit Corporation, a California corporation, are hereby added as parties to the Loan Purchase Agreement and to this
Amendment as additional sellers (together with NCMC and NC Residual, jointly and severally, the “Sellers”). 

  

	2.	All references to “UBS Warburg Real Estate Securities Inc.” in the Loan Purchase Agreement shall be to “UBS Real Estate Securities Inc.”


  

	3.	Section 4.01(i) of the Loan Purchase Agreement is hereby deleted and replaced in its entirety with the following: 

  
 “Maintenance of Tangible Net Worth. New Century
Financial shall at all times during each fiscal year maintain Tangible Net Worth of not less than the sum of (x) $750,000,000 and (y) fifty percent (50%) of all increases in shareholders’ equity in New Century Financial
attributable to issuances of common stock and preferred equity since October 1, 2004; provided, however, that in the event a redemption, repurchase, repayment or other retirement of such preferred equity results in a decrease in
shareholders’ equity, then any increase in shareholders’ equity resulting from the issuance of such preferred equity shall be offset by the amount of such decrease for the purpose of calculating the Tangible Net Worth requirement.”

  
 C. Amendments to the Custodial Agreement 
  

	1.	 Home123 Corporation, a California corporation, New Century Credit Corporation, a California corporation, and NC Residual are hereby added as parties to the
Custodial Agreement and to this Amendment as additional sellers (together with NCMC, jointly and severally, the “Sellers”). All references in the Custodial Agreement to “the Seller” 



  

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in the singular shall be to the Sellers in the plural or to “the related Seller,” as appropriate. 


  

	2.	All references to “UBS Warburg Real Estate Securities Inc.” in the Custodial Agreement shall be to “UBS Real Estate Securities Inc.” 

  
 D. Amendment to the Pricing Side Letter 
  

	1.	Home123 Corporation, a California corporation, and New Century Credit Corporation, a California corporation, are hereby added as parties to the Pricing Side Letter and to this
Amendment as additional sellers (together with NCMC and NC Residual, jointly and severally, the “Sellers”). All references in the Pricing Side Letter to “the Seller” in the singular shall be to the Sellers in the plural or
to “the related Seller,” as appropriate. 

  
 E. General
Provisions 
  

	1.	Governing Law. This Amendment, in all respects, shall be governed by, and construed in accordance with, the laws of the State of New York, including all matters of
construction, validity and performance, without regard to principles of conflicts of law. 

  

	2.	Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts together shall constitute but one and the same instrument. 

  

	3.	Merger and Integration. Upon execution of this Amendment by the parties hereto, this Amendment shall be incorporated into and merged together with the Amended Agreements.
Except as provided herein, all provisions, terms and conditions of the Amended Agreements shall remain in full force and effect and the Amended Agreements as hereby amended are further ratified and reconfirmed in all respects.


  

	4.	Capitalized Terms. Capitalized terms used herein and not defined herein have their respective meanings as set forth in the Amended Agreements. 

  

	5.	Representations and Warranties. To induce the Agent to enter into this Amendment, the Note Issuer hereby represents and warrants to the Agent that, after giving effect to the
amendments provided for herein, the representations and warranties contained in the Note Purchase Agreement and the other Amended Agreements will be true and correct in all material respects as if made on and as of the date hereof and that no
Default or Event of Default will have occurred and be continuing. 

  

	6.	No Other Amendments. Except and to the extent expressly amended herein, the Amended Agreements shall remain in full force and effect, without any waiver, or additional
amendment or modification of any other provision thereof. 

  

	7.	 Expenses. The Note Issuer hereby agrees to cause the Administrator to pay and reimburse the Agent for all of the reasonable out-of pocket costs and expenses
incurred by the Agent in connection with the preparation, execution and delivery of this 



  

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Amendment, including, without limitation, the reasonable fees and disbursements of Dewey Ballantine LLP, counsel to the Agent. 



 

	8.	Voting Rights. For the convenience of cross-referencing, reference is hereby made to that certain direction letter of even date herewith (the “Direction
Letter”) wherein NCMC, as the Administrator of the Trust under the Administration Agreement and the Depositor under the Trust Agreement, (a) directs Wilmington Trust Company to take all such action with respect to the Trust as is
consistent with the terms and conditions of each of the Pricing Side Letter and the Trust Agreement and (b) thereby represents and warrants that (i) it is the holder of the majority of Voting Rights (as defined in the Trust Agreement) and
(ii) the actions to be taken by Wilmington Trust Company pursuant to the Direction Letter and hereunder are authorized by, and do not conflict with, the Amended Agreements. 

  

	9.	Liability. It is expressly understood and agreed by the parties that (a) this Amendment is executed and delivered by Wilmington Trust Company, not individually or
personally, but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust
is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding the Trust with respect thereto, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressly or impliedly contained herein, and the right to claim any and all such liability, if any, being expressly waived by the parties
hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust hereunder or under any other related documents. Nothing expressed or implied in the preceding sentence, however, shall alter the terms and
conditions of Section 5.1 of the Trust Agreement. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of
the date specified above. 
  

					
	 NOTE ISSUER

	
	NEW CENTURY FUNDING I
		
	By:	 	 Wilmington Trust Company not in its individual capacity, but solely as Owner Trustee

		
	By:	 	/s/ Michele C. Harra
	 	 	 Name:
	 	 Michele C. Harra

	 	 	 Title:
	 	Financial Services Officer
	
	 Address for Notices:

	
	 New Century Funding I

	 c/o Wilmington Trust Company

	 Rodney Square North

	 1100 North Market Street

	 Wilmington, Delaware 19890

	 Attention: Corporate Trust Administration

	 Telecopier No: (302) 636-4140

	 Telephone No: (302) 651-1000

	
	 With a copy to:

	
	 New Century Funding I

	 c/o New Century Mortgage Corporation

	 18400 Von Karman, Suite 1000

	 Irvine, California 92612

	 Attention: Kevin J. Dwyer, Esq.

	 Telecopier No: (949) 440-7033

	 Telephone No: (949) 225-7808













					
	 SELLERS

	
	NEW CENTURY MORTGAGE CORPORATION
		
	 By:
	 	 /s/ Patrick Flanagan

	 	 	 Name:
	 	 Patrick Flanagan

	 	 	 Title:
	 	 President




					
	
	 Address for Notices:

	
	 18400 Von Karman, Suite 1000
 Irvine, California 92612

	 Attention:
	 	 Kevin J. Dwyer, Esq.




					
	 Telecopier No:
	 	 (949) 440-7033

	 Telephone No:
	 	(949) 225-7808



					
	
	NC RESIDUAL II CORPORATION
		
	 By:
	 	 /s/ Patrick Flanagan

	 	 	 Name:
	 	 Patrick Flanagan

	 	 	 Title:
	 	 President




					
	
	 Address for Notices:

	
	 18400 Von Karman, Suite 1000
 Irvine, California 92612

	 Attention:
	 	 Kevin J. Dwyer, Esq.




					
	 Telecopier No:
	 	 (949) 440-7033

	 Telephone No:
	 	(949) 225-7808



					
	
	HOME123 CORPORATION
		
	 By:
	 	 /s/ Patrick Flanagan

	 	 	 Name:
	 	 Patrick Flanagan

	 	 	 Title:
	 	 Chief Executive Officer




					
	
	 Address for Notices:

	
	 18400 Von Karman, Suite 1000
 Irvine, California 92612

	 Attention:
	 	 Kevin J. Dwyer, Esq.




					
	 Telecopier No:
	 	 (949) 440-7033

	 Telephone No:
	 	(949) 225-7808










					
	 SELLERS

	
	NEW CENTURY CREDIT CORPORATION
		
	 By:
	 	 /s/ Patrick Flanagan

	 	 	 Name:
	 	 Patrick Flanagan

	 	 	 Title:
	 	 President




					
	
	 Address for Notices:

	
	 18400 Von Karman, Suite 1000
 Irvine, California 92612

	 Attention:
	 	 Kevin J. Dwyer, Esq.




					
	 Telecopier No:
	 	 (949) 440-7033

	 Telephone No:
	 	(949) 225-7808



					
	
	 NEW CENTURY PARTIES

	
	NC CAPITAL CORPORATION
		
	 By:
	 	 /s/ Patrick Flanagan

	 	 	 Name:
	 	 Patrick Flanagan

	 	 	 Title:
	 	 Chief Executive Officer




					
	
	 Address for Notices:

	
	 18400 Von Karman, Suite 1000
 Irvine, California 92612

	 Attention:
	 	 Kevin J. Dwyer, Esq.




					
	 Telecopier No:
	 	 (949) 440-7033

	 Telephone No:
	 	(949) 225-7808



					
	
	NEW CENTURY FINANCIAL CORPORATION
		
	 By:
	 	 /s/ Patrick Flanagan

	 	 	 Name:
	 	 Patrick Flanagan

	 	 	 Title:
	 	 Executive Vice President




					
	
	 Address for Notices:

	
	 18400 Von Karman, Suite 1000
 Irvine, California 92612

	 Attention:
	 	 Kevin J. Dwyer, Esq.




					
	 Telecopier No:
	 	 (949) 440-7033

	 Telephone No:
	 	(949) 225-7808










					
	 CUSTODIAN

	
	 Solely as to Section C hereof:

	
	DEUTSCHE BANK NATIONAL TRUST COMPANY
		
	 By:
	 	 /s/ Kellie Rodriguez

	 	 	 Name:
	 	 Kellie Rodriguez

	 	 	 Title:
	 	 Assistant Vice President




					
	
	 Address for Notices:

	
	 1761 East St. Andrew Place
 Santa Ana, California 92705

	 Attention:
	 	 Mortgage Custody-NC023C




					
	 Telecopier No.:
	 	 714-247-6058

	 Telephone No:
	 	 714-247-6000



  

					
	 DISBURSEMENT AGENT

	
	 Solely as to Section C hereof:

	
	DEUTSCHE BANK NATIONAL TRUST COMPANY
		
	 By:
	 	 /s/ Tsutomu Yoshida

	 	 	 Name:
	 	 Tsutomu Yoshida

	 	 	 Title:
	 	 Assistant Vice President




					
	
	 Address for Notices:

	
	 1761 East St. Andrew Place
 Santa Ana, California 92705

	 Attention:
	 	 Mortgage Custody-NC023C




					
	 Telecopier No.:
	 	 714-247-6058

	 Telephone No:
	 	 714-247-6000











					
	 AGENT

	
	UBS REAL ESTATE SECURITIES INC.
		
	 By:
	 	 /s/ Robert Carpenter

	 	 	 Name:
	 	 Robert Carpenter

	 	 	 Title:
	 	 Executive Director

		
	 By:
	 	 /s/ George A. Mangiaracina

	 	 	 Name:
	 	 George A. Mangiaracina

	 	 	 Title:
	 	 Managing Director




					
	
	 Address for Notices:

	
	 1285 Avenue of the Americas
 New York, New
York 10019

	 Attention:
	 	 Robert Carpenter

	 	 	 George A. Mangiaracina




					
	 Telecopier No:
	 	 (212) 713-9597

	 Telephone No:
	 	 (212) 713-2000




					
	
	 PURCHASER

	
	UBS REAL ESTATE SECURITIES INC.
		
	 By:
	 	 /s/ Robert Carpenter

	 	 	 Name:
	 	 Robert Carpenter

	 	 	 Title:
	 	 Executive Director

		
	 By:
	 	 /s/ George A. Mangiaracina

	 	 	 Name:
	 	 George A. Mangiaracina

	 	 	 Title:
	 	 Managing Director




					
	
	 Address for Notices:

	
	 1285 Avenue of the Americas
 New York, New
York 10019

	 Attention:
	 	 Robert Carpenter

	 	 	 George A. Mangiaracina




					
	 Telecopier No:
	 	 (212) 713-9597

	 Telephone No:
	 	 (212) 713-2000