Exhibit 10.23.1 - Credit Facility Amendment








Execution Copy








AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT


AMENDMENT  NO. 1 TO  MASTER  REPURCHASE  AND  SECURITIES CONTRACT, dated as of October 1, 2013 (this “Amendment No. 1”), between and among ISSUED HOLDINGS CAPITAL CORPORATION, a Virginia corporation (the “Seller”), WELLS FARGO BANK, N.A., a national banking association, as buyer (in such capacity, the “Buyer”), and DYNEX CAPITAL, INC., a Virginia corporation having its principal place of business at 4991 Lake Brook Drive, Suite 100, Glen Allen, VA 23060 (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement.


RECITALS


WHEREAS, Seller and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of August 6, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”);


WHEREAS, in connection with the Repurchase Agreement, (i) Guarantor executed and delivered to Buyer a Guarantee Agreement, dated as of August 6, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Guarantee”), and (ii) Buyer and Seller executed and delivered a Fee and Pricing Letter dated as of August 6, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Fee and Pricing Letter”);


WHEREAS, Seller, Buyer and Guarantor have agreed, to amend certain provisions of the Repurchase Agreement and the Fee and Pricing Letter in the manner set forth herein.


THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Guarantor and Buyer each hereby agree as follows:


SECTION 1.    Amendment to Repurchase Agreement.     The defined term “Facility Termination Date”, as set forth in ARTICLE 2 of the Repurchase Agreement, is hereby amended and restated in its entirety to read as follows:


“Facility Termination Date”: The earliest of (a) August 6, 2015, as such date may be extended pursuant to Section 3.06, (b) any Accelerated Repurchase Date and (c) any date on which the Facility Termination Date shall otherwise occur in accordance with the Repurchase Documents or Requirements of Law.


SECTION 2.    Conditions   Precedent.    This Amendment No. 1 and its provisions shall become effective on the first date on which this Amendment No. 1 is executed and delivered by a duly authorized officer of each of Seller, Buyer and Guarantor (the “Amendment Effective Date”).











SECTION 3.    Representations, Warranties and Covenants. Each of Seller and Guarantor hereby represents and warrants to Buyer, as of the date hereof and as of the Amendment Effective Date, that (i) each is in compliance with all of the terms and provisions set forth in each Repurchase Document to which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Seller hereby confirms and reaffirms its representations, warranties and covenants contained in the Repurchase Agreement.


SECTION 4.    Acknowledgement. Seller hereby acknowledges that Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement and the other Repurchase Documents.


SECTION 5.    Limited Effect. Except as expressly amended and modified by Amendment No. 1, the Repurchase Agreement, the Guarantee, the Fee and Pricing Letter and each of the other Repurchase Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided,  however, that upon the Amendment Effective Date, each (x) reference therein and herein to the “Repurchase Documents” shall be deemed to include, in any event, this Amendment No. 1, (y) each reference to the “Repurchase Agreement” in any of the Repurchase Documents shall be deemed to be a reference to the Repurchase Agreement as amended hereby, and (z) each reference in the Repurchase Agreement to “this Agreement”, this “Repurchase Agreement”, “hereof”, “herein” or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement as amended by Amendment No. 1.


SECTION 6.    Counterparts. This Amendment No. 1 may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 1 in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.


SECTION 7.    Expenses.    Seller and Guarantor agree to pay and reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment No. 1, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft LLP, counsel to Buyer.


SECTION 8.    GOVERNING LAW.


THIS AMENDMENT NO. 1 AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


[SIGNATURES FOLLOW]











IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.




SELLER


ISSUED HOLDINGS CAPITAL CORPORATION,
a Virginia corporation


		
	By:
	  /s/ Stephen J. Benedetti            


		
	Name:
	Stephen J. Benedetti


		
	Title:
	President




		
	By:
	  /s/ Wayne E. Brockwell            


		
	Name:
	Wayne E. Brockwell


		
	Title:
	Senior Vice President






BUYER


WELLS FARGO BANK, N.A., a national banking 
association


		
	By:
	  /s/ Darren J. Esser                


		
	Name:
	Darren J. Esser


		
	Title:
	Managing Director






GUARANTOR


DYNEX CAPITAL, INC., a Virginia corporation


		
	By:
	  /s/ Stephen J. Benedetti            


		
	Name:
	Stephen J. Benedetti


		
	Title:
	Chief Operating Officer




		
	By:
	  /s/ Wayne E. Brockwell            


		
	Name:
	Wayne E. Brockwell


		
	Title:
	Senior Vice President