EX-10.1






EXHIBIT 10.1



ELEVENTH OMNIBUS AMENDMENT




THIS ELEVENTH OMNIBUS AMENDMENT (this “Amendment”), dated as of March 24, 2006, is
entered into by and among CH FUNDING, LLC (the “Borrower”), ATLANTIC ASSET SECURITIZATION
LLC, as an Issuer (“Atlantic”), LA FAYETTE ASSET SECURITIZATION LLC, as an Issuer (“La
Fayette”), FALCON ASSET SECURITIZATION CORPORATION, as an Issuer (“Falcon”), CALYON NEW
YORK BRANCH, as the Administrative Agent (the “Administrative Agent”), as a Bank and as a
Managing Agent (“Calyon”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMC”), as a
Bank and as a Managing Agent, U.S. BANK NATIONAL ASSOCIATION, as the Collateral Agent (“U.S.
Bank”), LLOYDS TSB BANK PLC, a banking corporation organized under the laws of England
(hereinafter, together with its successors and assigns, “Lloyds”), as a Bank, and DHI
MORTGAGE COMPANY, LTD., as the Servicer (the “Servicer”) and as the Seller (the
“Seller”). Capitalized terms used and not otherwise defined herein are used as defined in
the related Operative Documents (as defined below).



RECITALS




WHEREAS, the Servicer, as the Seller, and the Borrower, as the Purchaser, entered into that
certain Master Repurchase Agreement and Addendum to the Master Repurchase Agreement incorporated
therein, dated as of July 9, 2002, as amended by the Omnibus Amendment, dated as of August 26,
2002, by and among the Borrower, Atlantic, the Administrative Agent, and the Servicer (the
“First Omnibus Amendment”) and the Second Omnibus Amendment, dated as of November 25, 2002,
by and among the Borrower, Atlantic, the Administrative Agent and the Servicer (the “Second
Omnibus Amendment”) (as the same may be amended, restated, supplemented or modified from time
to time, the “Repurchase Agreement”);



WHEREAS, the Borrower, the Administrative Agent and U.S. Bank entered into that certain
Collateral Agency Agreement, dated as of July 9, 2002, as amended by the First Omnibus Amendment
and the Second Omnibus Amendment (the “Collateral Agency Agreement”);



WHEREAS, the Borrower, as Debtor, the Administrative Agent, U.S. Bank and the Servicer entered
into that certain Security Agreement, dated as of July 9, 2002, as amended by the Third Omnibus
Amendment, dated as of April 18, 2003, by and among the Borrower, Atlantic, the Administrative
Agent and the Servicer (the “Third Omnibus Amendment”) (as the same may be amended,
restated, supplemented or modified from time to time, the “Security Agreement”);



WHEREAS, the Borrower, Atlantic, Falcon, JPMC, Lloyds, the Administrative Agent, and the
Servicer, have entered into that certain Amended and Restated Loan Agreement, dated as of July 25,
2003, which incorporates the Loan Agreement amendments contained in the First Omnibus Amendment,
the Second Omnibus Amendment and the Third Omnibus Amendment and completely replaces and supplants
such Omnibus Amendments (as the same may be amended, restated, supplemented or modified from time
to time, the “Restated Loan Agreement” and, collectively with the Repurchase Agreement, the
Collateral Agency Agreement and the Security Agreement, the “Operative Documents);



WHEREAS, the Borrower, the Administrative Agent, U.S. Bank and the Servicer have entered into
that certain Fourth Omnibus Amendment, dated as of July 25, 2003, which completely replaced and
supplanted the preceding Omnibus Amendments;



WHEREAS, the Borrower, Calyon, U.S. Bank, JPMC, Lloyds, Danske Bank A/S, Cayman Islands Branch
(together with its successors and assigns, “Danske”), and the Servicer entered into the
Fifth Omnibus Amendment, dated as of December 22, 2003 (the “Fifth Omnibus Amendment”),
relating to certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, Danske, and the Servicer entered into the Sixth
Omnibus Agreement, dated as of July 7, 2004 (the “Sixth Omnibus Amendment”), relating to
certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, Danske, and the Servicer entered into the Seventh
Omnibus Agreement, dated as of June 29, 2005 (the “Seventh Omnibus Amendment”), relating to
certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the
Servicer entered into the Eighth Omnibus Agreement, dated as of September 26, 2005 (the “Eighth
Omnibus Amendment”), relating to certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the
Servicer entered into the Ninth Omnibus Agreement, dated as of September 29, 2005 (the “Ninth
Omnibus Amendment”), relating to certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the
Servicer entered into the Tenth Omnibus Agreement, dated as of February 28, 2006 (the “Tenth
Omnibus Amendment”), relating to certain amendments to the Operative Documents;



WHEREAS, via certain assignment agreements, Danske assigned 100% of its interest to Calyon and
Calyon assigned a portion of such interest to Lloyds; and



WHEREAS, the parties hereto desire to further amend the Operative Documents as hereinafter set
forth.



NOW, THEREFORE, the parties agree as follows:



Section 1. Amendment to Repurchase Agreement.



a. Article I is hereby amended by deleting both occurrences of the words “listed on Schedule
IV” in clause (l) of the proviso to the definition of “Collateral Value” therein.



b. Article I is hereby amended by deleting the words “listed on Schedule IV to the Collateral
Agency Agreement” in the definition of “Extended Time Period” therein.




	 	 	Section 2. Amendment to Collateral Agency Agreement.





a. Exhibit D-1 is hereby amended by deleting both occurrences of the words “listed on Schedule
IV” in clause (l) of the proviso to the definition of “Collateral Value” therein.



b. Exhibit D-1 is hereby amended by deleting the words “listed on Schedule IV to the
Collateral Agency Agreement” in the definition of “Extended Time Period” therein.



c. Exhibit D-1 is hereby amended by deleting the definition of “Maximum Facility Amount”
therein and replacing it with the following definition:



“Maximum Facility Amount” means $650,000,000, as such amount may be
reduced pursuant to Section 2.1(c) of the Loan Agreement.



d. Section 3.4(b)(i) is hereby amended by deleting the proviso at the end thereof in its
entirety.



e. Schedule III, Approved Investors, is hereby deleted in its entirety and replaced with the
new Schedule III, attached hereto as Annex A hereto.



f. Schedule IV, Approved Investors with Extended Time Periods, is hereby deleted in its
entirety.



g. The form of Exhibit D-6(a), “Bailee and Security Agreement Letter for Approved Investors,”
is hereby deleted in its entirety and replaced with the new Exhibit D-6(a), attached as Annex
B hereto.



h. The form of Exhibit D-6(c), “Bailee and Security Agreement Letter for Approved Investors
Listed on Schedule IV,” is hereby deleted in its entirety.




	 	 	Section 3. Amendment to Restated Loan Agreement.





a. Article I is hereby amended by deleting both occurrences of the words “listed on Schedule
IV” in clause (l) of the proviso to the definition of “Collateral Value” therein.



b. Article I is hereby amended by deleting the words “listed on Schedule IV to the Collateral
Agency Agreement” in the definition of “Extended Time Period” therein.



c. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced
with the following definition:



“Issuer Facility Amount” means (a) with respect to Atlantic and La
Fayette, on an aggregate basis, $550,000,000, and (b) with respect to
Falcon, on an aggregate basis, $100,000,000. Any reduction (or termination)
of the Maximum Facility Amount pursuant to the terms of this Agreement shall
reduce ratably (or terminate) the Issuer Facility Amount of each Issuer.



d. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced
with the following definition:



“Maximum Facility Amount” means $650,000,000, as such amount may be
reduced pursuant to Section 2.1(c) of this Agreement.”



e. Schedule I is hereby deleted in its entirety and replaced with Schedule I, Bank Commitments
and Percentages, attached as Annex C hereto.



f. Schedule II, Approved Investors, is hereby deleted in its entirety and replaced with the
new Schedule II, attached hereto as Annex A hereto.



g. The form of Exhibit D-6(a), “Bailee and Security Agreement Letter for Approved Investors,”
is hereby deleted in its entirety and replaced with the new Exhibit D-6(a) attached as Annex
B hereto.



h. The form of Exhibit D-6(c), “Bailee and Security Agreement Letter for Approved Investors
Listed on Schedule IV,” is hereby deleted in its entirety.




	 	 	Section 4. Operative Documents in Full Force and Effect as Amended.





Except as specifically amended hereby, all of the provisions of the Operative Documents and
all of the provisions of all other documentation required to be delivered with respect thereto
shall remain in full force and effect from and after the date hereof.




	 	 	Section 5. Miscellaneous.





a. This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall not constitute a novation of any Operative Document, but
shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and
conditions of each Operative Document, as amended by this Amendment, as though such terms and
conditions were set forth herein



b. The descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or construction of any
of the provisions hereof.



c. This Amendment may not be amended or otherwise modified except as provided in each
respective Operative Agreement.



d. This Amendment and the rights and obligations of the parties under this amendment shall be
governed by, and construed in accordance with, the laws of the state of New York (without giving
effect to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law, which shall apply hereto).



{Signatures appear on the following pages.}






1






IN WITNESS WHEREOF, the parties have agreed to and caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.



BORROWER: CH FUNDING, LLC



By: /s/Mark C. Winter

Name: Mark C. Winter

Title: VP







ADMINISTRATIVE AGENT, CALYON NEW YORK BRANCH

BANK, AND MANAGING

AGENT:



By: /s/Anthony Brown

Name: Anthony Brown

Title: Vice President







By: /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director



ISSUER: ATLANTIC ASSET SECURITIZATION LLC



By: Calyon New York Branch, as Attorney in Fact



By: /s/Anthony Brown


Name: Anthony Brown

Title: Vice President



By: /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director





{Signatures continue on the following page.}



ISSUER: LA FAYETTE ASSET SECURITIZATION LLC



By: Calyon New York Branch, as Attorney in Fact



By: /s/ Anthony Brown


Name: Anthony Brown

Title: Vice President



By: /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director









BANK AND




MANAGING AGENT: JPMORGAN CHASE BANK, N.A.



By: /s/Jill T. Lane

Name: Jill T. Lane

Title: Vice President









ISSUER: FALCON ASSET SECURITIZATION CORPORATION



By: /s/Jill T. Lane

Name: Jill T. Lane

Title: Vice President





SELLER AND SERVICER: DHI MORTGAGE COMPANY, LTD.



By: DHI Mortgage Company GP, Inc., formerly known as CH Mortgage Company GP, Inc., its general



partner



By: /s/Mark C. Winter


Name: Mark C. Winter

Title: EVP, CFO



2



BANK: LLOYDS TSB BANK PLC



By: ./s/Daniela Chun

Name: Daniela Chun

Title: Assistant Vice President

Structured Finance, USA

C-031





By: /s/Ian Dimmock

Name: Ian Dimmock

Title: Vice President

Structured Finance

D080



COLLATERAL AGENT: U.S. BANK NATIONAL ASSOCIATION



By: /s/Edwin D. Jenkins


Name: Edwin D. Jenkins

Title:SeniorVicePresident

3





ANNEX A



SCHEDULE II TO LOAN AGREEMENT / 

SCHEDULE III TO COLLATERAL AGENCY AGREEMENT




APPROVED INVESTORS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investors Name	 	Fitch	 	Moody's	 	S&P	 	Concentration Limit
	Bank of America
	 	AA-/F1+
	 	Aa2/P-1
	 	 	A+/A-1	 	 	NA

	Colorado Housing and Finance Authority
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Cendant
	 	BBB+/F2
	 	Baa1/P-2
	 	BBB+/A-2
	 	NA

	Charter Mortgage
	 	 	A-/F1	 	 	 	A3/P-2	 	 	NR
	 	NA

	CitiGroup Inc.
	 	AA+/F1+
	 	Aa1/P-1
	 	AA-/A-1+
	 	NA

	Colorado Housing and Finance Authority
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Countrywide
	 	 	A/F-1	 	 	 	A3/P-2	 	 	 	A/A-1	 	 	NA

	Deutsche Bank
	 	AA-/F1+
	 	Aa3/P-1
	 	AA-/A-1+
	 	NA

	EMC Mortgage
	 	 	A+/F-1+	 	 	 	A1/P-1	 	 	 	A/A-1	 	 	NA

	Federal National Mortgage Association
	 	NR
	 	Aaa/P-1
	 	AAA
	 	NA

	First Bank of Arizona
	 	NR
	 	NR
	 	NR
	 	 	10	%
	First Horizon Home Loans
	 	NR	 	NR	 	NR	 	 	10	%
	First Nationwide Mortgage Corp.
	 	NR
	 	NR
	 	NR
	 	 	10	%
	First Union Mortgage Corp.
	 	 	A+/F1	 	 	 	A1/P-1	 	 	 	A/A-1	 	 	NA

	Fleet
	 	 	A+/F1	 	 	 	A2	 	 	 	A+	 	 	NA

	GMAC
	 	BB/B
	 	Ba1
	 	BB/B-1
	 	 	10	%
	Greenpoint Mortgage
	 	BBB
	 	Baa1
	 	NR
	 	NA

	Goldman Sachs Group Inc.
	 	AA-/F1+
	 	Aa3/P-1
	 	 	A+/A-1	 	 	NA

	Guaranty Federal
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Homeside Lending Inc.
	 	A/WR	 	WR
	 	 	A2/P-1	 	 	NA

	IndyMac Bancorp, Inc.
	 	BBB-/F2
	 	NR
	 	BB+/B
	 	 	25	%
	JP Morgan Chase
	 	 	A+/F1	 	 	 	A1/P-1	 	 	 	A+/A-1	 	 	NA

	Leader Mortgage Corp.
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Lehman Brothers
	 	 	A+/F1+	 	 	 	A1/P-1	 	 	 	A+/A-1	 	 	NA

	Morgan Stanley
	 	AA-/F1+
	 	Aa3/P-1
	 	 	A+/A-1	 	 	NA

	National City Mortgage
	 	AA-/F1+
	 	 	A1	 	 	 	A/A-1	 	 	NA

	New Century Financial Corp.
	 	NR
	 	 	B1	 	 	BB
	 	 	10	%
	Novastar
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Ohio Savings Financial Corp.
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Opteum
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Option One
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Principal
	 	NR
	 	P	-1	 	 	 	A-1+	 	 	NA

	Resource Bankshare Mortgage
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Sebring Capital
	 	NR
	 	NR
	 	NR
	 	 	10	%
	SouthStar Funding
	 	NR
	 	NR
	 	NR
	 	 	10	%
	Suntrust Bank
	 	AA-/F1+
	 	Aa2/P-1
	 	AA-/A-1+
	 	NA

	Wachovia Corp.
	 	AA-/F1+
	 	Aa3/P-1
	 	 	A+/A-1	 	 	NA

	Wells Fargo
	 	AA/F1+
	 	Aa1/P-1
	 	AA-/A-1+
	 	NA







4




ANNEX B



EXHIBIT D-6(a)



FORM OF BAILEE AND SECURITY AGREEMENT LETTER 

FOR APPROVED INVESTORS 

 




DATE:



[Investor’s Name]


[Investor’s Address]



	 	 	 
	Re:

	 	DHI MORTGAGE COMPANY, LTD.:
	
 
	 	Sale of Mortgage Loans






Attached please find those Mortgage Loans listed separately on the attached schedule, which are
being delivered to you for purchase.



The Mortgage Loans comprise a portion of the Collateral under (and as the term “Collateral”
and capitalized terms not otherwise defined herein are defined in) that certain Loan Agreement
entered into as of July 9, 2002 (as it has been or may hereafter be amended, restated, supplemented
or otherwise modified from time to time), among CH FUNDING, LLC (the “Company”), the Issuer
and Banks parties thereto, CALYON NEW YORK BRANCH, in its capacity as administrative agent for the
“Lenders” (as defined therein) (in such capacity, the “Administrative Agent”), and DHI
MORTGAGE COMPANY, LTD. (“DHI Mortgage”), in its capacity as servicer thereunder, pursuant
to that certain Security Agreement among the Company, the Administrative Agent, and U.S. BANK
NATIONAL ASSOCIATION, in its capacity as the collateral agent (the “Collateral Agent”)
dated as of July 9, 2002 (as it has been or may hereafter be amended, restated, supplemented or
otherwise modified from time to time, the “Security Agreement”). DHI Mortgage is
reacquiring the Mortgage Loans from CH Funding and is offering such Mortgage Loans to you. Each of
the Mortgage Loans is subject to a security interest in favor of the Administrative Agent on behalf
of the Secured Parties, which security interest shall be automatically released upon your
remittance of the full amount of the purchase price of such Mortgage Loan (as set forth on the
schedule attached hereto) by wire transfer to the following account:



WIRE INSTRUCTIONS TO SETTLEMENT ACCOUNT:




U.S. Bank National Association, Minneapolis, MN




ABA#




For Credit to: CH Funding, LLC




Collection Account Number: 1047 5621 5240




Pending your purchase of each Mortgage Loan and until payment therefor is received, the aforesaid
security interest therein will remain in full force and effect, and you shall hold possession of
such Collateral and the documentation evidencing same as custodian, agent and bailee for and on
behalf of the Secured Parties. In the event any Mortgage Loan is unacceptable for purchase, return
the rejected item directly to the Collateral Agent at the address set forth below. The Mortgage
Loan must be so returned or sales proceeds remitted in full no later than ninety (90) calendar days
from the date hereof (or, with the consent of DHI Mortgage, such longer period, not to exceed one
hundred and nineteen (119) calendar days, as approved). In no event shall any Mortgage Loan be
returned to or sales proceeds remitted to DHI Mortgage or CH Funding; Mortgage Loans and/or sale
proceeds must be returned to the Collateral Agent and/or to the settlement account above. If you
are unable to comply with the above instructions, please so advise the undersigned immediately.



NOTE: BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER, YOU CONSENT TO BE
THE CUSTODIAN, AGENT AND BAILEE FOR THE SECURED PARTIES ON THE TERMS DESCRIBED IN THIS LETTER. THE
UNDERSIGNED, AS COLLATERAL AGENT, REQUESTS THAT YOU ACKNOWLEDGE RECEIPT OF THE ENCLOSED MORTGAGE
LOANS AND THIS LETTER BY SIGNING AND RETURNING THE ENCLOSED COPY OF THIS LETTER TO THE UNDERSIGNED;
HOWEVER, YOUR FAILURE TO DO SO DOES NOT NULLIFY SUCH CONSENT.




Sincerely,




U.S. BANK NATIONAL ASSOCIATION,


as the Collateral Agent




	 	 	By:






	 	 	Name:






	 	 	Title:





Address: 225 South Sixth Street


Mortgage Banking Services


EP-MN-M5M13


Minneapolis, MN55402-4302



ACKNOWLEDGEMENT OF RECEIPT:



[Investor]



By:


Name:


Title:


Datte:



5



Schedule of Mortgage Notes and Other Documents




6




ANNEX C



SCHEDULE I




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Bank Commitment
	 	Group Bank

	Bank
	 	Bank Commitment
	 	Percentage
	 	Percentage

	CALYON NEW YORK BRANCH
	 	 	 	 	 	 	 	 	 	 	 	 
	LLOYDS TSB BANK PLC
	 	 	 	 	 	 	 	 	 	 	 	 
	JP MORGAN CHASE BANK
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	$	650,000,000	 	 	 	100	%	 	 	100	%







7