exv10w20



 






Exhibit 10.20




FOURTH AMENDMENT TO CREDIT AGREEMENT




          
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, entered into on January 14, 2005 but effective for
all purposes as of December 31, 2004 (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. (successor by merger to Bank One, NA (Main Office Chicago) (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 and a Third Amendment to
Credit Agreement dated as of December 31, 2003 (the “Credit Agreement”).



          
B. The Borrower desires to extend and amend the Credit Agreement as set forth herein and the
Lender has no obligation to do so but 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 following definition of Termination Date in Article I of the Credit Agreement is
restated as follows:



     “Termination Date” means December 31, 2005.



     1.2 Section 6.1(b) is restated as follows:



     (b) As soon as available and in any event within 45 days (or such earlier date that Origen
Financial, Inc. may be required to file its applicable quarterly report on Form 10-Q by the rules
and regulations of the Securities and Exchange Commission or any successor agency thereof) after
the close of the first three quarterly periods of each of its fiscal years, for Origen Financial,
Inc. and its Subsidiaries, the quarterly report on Form 10-Q required to be filed by the rules and
regulations of the Securities and Exchange Commission or any successor agency thereof for each such
fiscal quarter, all certified by the chief financial officer of Origen Financial, Inc.



     1.3 Section 6.4, the financial covenant requiring Tangible Capital Funds of at least
$19,000,000, is deleted.



     1.4 Section 7.12, the additional Default added pursuant to the Third Amendment to Credit
Agreement dated as of December 31, 2003, which added a Default if Consolidated Net Income shall be
less than $0 for any calendar quarter, is deleted.



 









 





     1.5 Notwithstanding anything in Credit Agreement or any other Loan Document to the contrary,
the amount of the Commitment is reduced to $5,000,000, and reference to “$7,000,000” set forth
opposite the Lender’s signature to the Credit Agreement is deleted and “$5,000,000” substituted in
place thereof.



     1.6 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 becomes 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; and




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



          3.3 Each of the following shall have been delivered to the Lender and be in form and substance
acceptable to the Lender: (a) resolutions of the Borrower approving this Amendment, and (b) any
additional Loan Documents required by the Lender. If and when requested by the Lender, the
Borrower agrees to deliver an opinion of counsel reasonably satisfactory to the Lender with respect
to such matters required by 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 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 December 31, 2004.



	 	 	 	 	 	 	 	 	 
	 
	 	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:	 	First Vice President