exv10w20



 





EXHIBIT 10.20




SIXTH AMENDMENT TO CREDIT AGREEMENT




          THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 22, 2006 (this “Amendment”),
is between Origen Financial L.L.C., a Delaware limited liability company (together with its
successors and assigns, the “Borrower”), and JPMorgan Chase Bank, N.A. (together with its
successors and assigns, the “Lender”).




RECITALS




          A. The Borrower and the Lender are parties to a Credit Agreement dated as of July
25, 2002, as amended by a First Amendment to Credit Agreement dated June 27, 2003, a waiver
letter dated August 29, 2003, a Second Amendment to Credit Agreement dated October 23, 2003, a Third
Amendment to Credit Agreement dated as of December 31, 2003, a Fourth Amendment to Credit
Agreement dated as of December 31, 2004 and a Fifth Amendment to Credit Agreement dated as of
December 23, 2005 (the “Credit Agreement”).




          B. The Borrower desires to extend and amend the Credit Agreement as set forth
herein and the Lender is willing to do so strictly in accordance with the terms hereof.




TERMS




          In consideration of the premises and of the mutual agreements herein contained, the parties
agree as follows:




ARTICLE 1.

AMENDMENTS




          Upon fulfillment of the conditions set forth in Article 3 hereof, the Credit Agreement shall
be amended as follows:




          1.1 The definitions of Alternate Base Rate and Termination Date in Article I of the Credit
Agreement are restated as follows:




          “Alternate Base Rate” means, for any day, a rate of interest per annum equal to the higher of
(i) the prime rate of interest announced from time to time by the Lender or by its parent (which
is not necessarily the lowest rate charged to any customer), changing when and as said prime rate
changes, minus 0.50% per annum and (ii) the federal funds effective rate (as published by the
Federal Reserve Bank of New York) for such day.




          “Termination Date” means December 31, 2007.




          1.2 Notwithstanding anything in Credit Agreement to the contrary, the amount of the
Commitment is reduced to $4,000,000, and the amount of the Commitment set forth opposite the
Lender’s signature to the Credit Agreement is amended to equal $4,000,000.




 









 








          1.3 Notwithstanding anything in Credit Agreement to the contrary, all Loans shall be
Alternate Base Rate Loans.




ARTICLE 2.

REPRESENTATIONS




          The Borrower represents and warrants to the Lender that:




          2.1 The execution, delivery and performance of this Amendment are within its powers,
have been duly authorized and are not in contravention with any law, of the terms of any
articles or certificate of organization, operating or other management agreement or other organizational
documents of the Borrower, or any undertaking to which it is a party or by which it is bound.




          2.2 This Amendment is the legal, valid and binding obligation of it, and, when
executed by the Lender, enforceable against it in accordance with the terms hereof.




          2.3 After giving effect to the amendments herein contained, the representations and
warranties contained in the Credit Agreement (including without limitation Section 5.10 and
all other representations in Article V of the Credit Agreement) and in the other Loan Documents are true
on and as of the date hereof with the same force and effect as if made on and as of the date hereof.




          2.4 No Default or Unmatured Default exists or has occurred and is continuing on the
date hereof.




ARTICLE 3.

CONDITIONS OF EFFECTIVENESS




          This Amendment become effective as of the date hereof when each of the following has been
satisfied:




          3.1 This Amendment shall be signed by the Borrower and the Lender;




          3.2 Each party to the Consent and Agreement at the end of this Amendment shall
have executed such Consent and Agreement; and




          3.3 Board of director resolutions of the Borrower approving this Amendment and in
form and substance acceptable to the Lender shall have been delivered to the Lender.




ARTICLE 4.

MISCELLANEOUS




          4.1 References in the Credit Agreement or in any other Loan Document to the Credit
Agreement shall be references to the Credit Agreement as amended hereby and as further amended
from time to time.




          4.2 Except as expressly amended hereby, the Borrower agrees that the Credit
Agreement and all other Loan Documents are ratified and confirmed and shall remain in full
force and




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effect and that it has no set off, counterclaim, defense or other claim or dispute with respect to
any of the foregoing. Terms used but not defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement.




          4.3 This Amendment may be signed upon any number of counterparts with the same effect as if
the signatures thereto and hereto were upon the same instrument. Without limiting the definition of
Loan Documents, this Amendment and all other amendments to the Credit Agreement are Loan Documents.




          IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be
executed and delivered as of the day and year first above written.




	 	 	 	 	 
	 	ORIGEN FINANCIAL L.L.C.

 	 
	 	By:  	/s/ W. Anderson Geater, Jr.
 	 
	 	 	Print Name:  	W. Anderson Geater, Jr. 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	JPMORGAN CHASE BANK, N.A. 

 	 
	 	By:  	/s/ Timothy E. Rettberg
 	 
	 	 	Print Name:  	Timothy E. Rettberg 	 
	 	 	Title:  	Vice President 	 



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CONSENT AND AGREEMENT 




          As of the date and year first above written, each of the undersigned hereby:




          (a) fully consents to the terms and provisions of the above Amendment and the
consummation of the transactions contemplated hereby and agrees to all terms and provisions of
the above Amendment applicable to it;




          (b) agrees that its Guaranty, Subordination Agreement and all other Loan
Documents to which it is a party are hereby ratified and confirmed and shall remain in full
force and effect, and the undersigned acknowledges that it has no setoff, counterclaim, defense or other
claim or dispute with respect thereto;




          (c) acknowledges that its consent and agreement hereto is a condition to the Lender’s
obligation under this Amendment and it is in its interest and to its financial benefit to
execute this consent and agreement;




          (d) the execution, delivery and performance of this Consent and Agreement is within
its powers, has been duly authorized and is not in contravention with any law, of the terms of
its Certificate of Incorporation, By-laws or partnership agreement, as the case may be, or any
undertaking to which it is a party or by which it is bound; and




          (e) this consent and Agreement is the legal, valid and binding obligation of the
undersigned, enforceable against it in accordance with the terms hereof.




	 	 	 	 	 
	 	ORIGEN FINANCIAL, INC.

 	 
	 	By:  	/s/      W.  Anderson Geater, Jr.
 	 
	 	 	Print Name:  	W.  Anderson Geater, Jr. 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ORIGEN SERVICING, INC.

 	 
	 	By:  	 /s/      W. Anderson Geater, Jr.
 	 
	 	 	Print Name:  	W. Anderson Geater, Jr. 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




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