exv10w1



 






Exhibit 10.1




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




          This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and
entered into as of April 8, 2005, is by and between DHI Mortgage Company, Ltd., a Texas limited
partnership (the “Borrower”), and U.S. Bank National Association, a national banking association
(the “Agent” and a “Lender”) and the other Lenders party hereto (collectively, the “Lenders”).



RECITALS




          1. The Lenders and the Borrower entered into an Amended and Restated Credit Agreement dated as
of April 9, 2004 as amended by a First Amendment to Amended and Restated Credit Agreement dated as
of September 22, 2004, (as amended, the “Credit Agreement”); and



          2. The Borrower desires to change certain provisions of the Credit Agreement and the Lenders
have agreed to make such amendments, subject to the terms and conditions set forth in this
Amendment.



AGREEMENT




          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:



          Section 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement, unless the context shall
otherwise require.



          Section 2. Amendments. The Credit Agreement is hereby amended as follows:




     2.1 The definitions of “Aggregate Commitment Amounts”, “Change of Control”, “Collateral
Value”, “Conforming Mortgage Loan”, “Drawdown Termination Date”, “HELOC Mortgage Loan
Sublimit”, “Nonconforming Mortgage Loan” and “Nonconforming Sublimit” are amended in their
entireties to read as follows:



     “Aggregate Commitment Amounts” means the total of the Commitment Amounts of the
Lenders, which is $300,000,000, subject to increase in accordance with Section 10.11(d), but not to
exceed $450,000,000.



     “Change of Control” means the occurrence of the Parent not owning, directly or
indirectly, (1) a majority of the issued and outstanding ownership interests of the Company or (2)
a controlling interest in any other Borrower.



 









 





     “Collateral Value” means with respect to each Eligible Mortgage Loan that is included
in the Borrowing Base, ninety-eight percent (98%) (ninety-five percent (95%) for each Eligible
Mortgage Loan that is included in the Borrowing Base and that is an Aged Loan) of the least of:
(i) the outstanding principal balance of the Mortgage Note for such Eligible Mortgage Loan; (ii)
the amount at which an Investor has committed to purchase the Eligible Mortgage Loan pursuant to a
Take-out Commitment or the weighted average commitment price under the applicable Take-Out
Commitment (excluding from the commitment price any stated servicing release premium); or (iii) at
the election of the Agent, the Market Value of the Mortgage Note constituting such Eligible
Mortgage Loan.



     “Conforming Mortgage Loan” means a first priority or second priority Mortgage Loan
that has been FHA-insured or VA-guaranteed or that has been underwritten in accordance with Fannie
Mae guidelines and/or meets all applicable requirements for sale to Fannie Mae or Freddie Mac or
for guaranty by Ginnie Mae.



     “Drawdown Termination Date” means the earlier of April 7, 2006, or the day on which
the Notes first become due and payable in full.



     “HELOC Mortgage Loan Sublimit” means ten percent (10%) of the Aggregate Commitment
Amounts.



     “Nonconforming Sublimit” means twenty-five percent (25%) of the Aggregate Commitment
Amounts.



     The definition of “CP Facility Documents” in Section 1.01 of the Credit Agreement is amended
by deleting the period at the end thereof and adding the following:



     (which consent shall not be unreasonably withheld or delayed).



     Subpart (a) of the definition of “Nonconforming Mortgage Loan” is amended to read as follows:



     (a) is neither a Conforming Mortgage Loan, a Conforming Non-Agency Mortgage Loan nor a Jumbo
Mortgage Loan,



     The following new definitions are added to Section 1.01 of the Credit Agreement in appropriate
alphabetical order:



     “Aged Loans” means Mortgage Loans outstanding for more than (i) 90 days if such
Mortgage Loans are Nonconforming Mortgage Loans or HELOC Mortgage Loans, and (ii) 120 days for all
other types of Mortgage Loans, and, in all cases, less than 360 days.



     “Aged Loan Sublimit” means five percent (5%) of the Aggregate Commitment Amounts.



     “Conforming Non-Agency Mortgage Loan” means a Mortgage Loan, including an interest
only loan and a loan made under housing bond program, that would be a Conforming Mortgage Loan
except that it is not eligible for purchase by Fannie Mae or Freddie Mac.



 









 






     2.2 Section 6.02 of the Credit Agreement is amended by deleting the word “and” at the
end of subsection (c), changing the period at the end of subsection (d) to a semi-colon and
by adding the following subsection (e) at the end thereof:



     (e) with the prior written consent of the Majority Lenders (which consent shall not be
unreasonably withheld or delayed), GAAP Indebtedness under another mortgage warehousing facility or
off-balance sheet indebtedness under another financing arrangement, other than those described in
subsections (c) and (d) of this Section 6.02, provided that the Lenders are given a right of first
refusal regarding only similarly structured syndicated mortgage warehousing facilities.




     2.3 Section 6.09 of the Credit Agreement is amended to delete the word “and” before
subsection (d) thereof, and to add the following before the period at the end thereof:



          and (e) Liens granted under mortgage warehousing facilities or off-balance sheet financing
arrangements approved under Section 6.02 (d) or (e)




     2.4 Section 6.12 of the Credit Agreement is amended in its entirety to read as follows:



     Section 6.12 Distributions. The Company shall make no Distributions if either before
or after giving effect thereto an Event of Default exists or shall be caused thereby




     2.5 Section 6.13 of the Credit Agreement is amended in its entirety to read as follows:



     Section 6.13 Tangible Net Worth. As of the end of each calendar month, the Company’s
Consolidated Tangible Net Worth shall not be less than $70,000,000.




     2.6 Section 10.11(d) of the Credit Agreement is amended by deleting therefrom the
dollar amount “$350,000,000” and inserting in its place the dollar amount “$450,000,000”.




     2.7 Schedule 1 to the Credit Agreement is deleted and Schedule 1 attached hereto is
inserted in its place as Schedule 1 to the Credit Agreement.




     2.8 Schedule 2 to the Credit Agreement is deleted and Schedule 2 attached hereto is
inserted in its place as Schedule 2 to the Credit Agreement.




     2.9 Schedule 5 to the Credit Agreement is deleted and Schedule 5 attached hereto is
inserted in its place as Schedule 5 to the Credit Agreement.




     2.10 Exhibit C to the Credit Agreement is deleted and Exhibit C hereto is inserted in
its place as Exhibit C to the Credit Agreement.



 









 






     2.11 Exhibit D to the Credit Agreement is deleted and Exhibit D hereto is inserted in
its place as Exhibit D to the Credit Agreement.




     2.12 Attachment 2 to the Amended and Restated Pledge and Security Agreement is deleted
and Attachment 2 hereto is inserted in its place as Attachment 2 to the Amended and Restated
Pledge and Security Agreement.



          Section 3. Effectiveness of Amendments. The amendments contained in this Amendment
shall become effective on April 8, 2005 once executed by the Borrower and the Lenders and once the
Agent has received the following:



               (a) This Amendment and a Note in the principal amount of each Lender’s Commitment Amount from
the Borrower to the each such Lender substantially in the form of Exhibit A to the Credit Agreement
(together with this Amendment, the “Amendment Documents”);



               (b) A copy of the resolutions of the Board of Directors of the General Partner of the
Borrower authorizing the execution, delivery and performance of this Amendment and the Notes
certified as true and accurate by its Secretary or Assistant Secretary, along with a certification
by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the
Articles of Organization or operating agreement of the Borrower since true and accurate copies of
the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated
April 9, 2004, and (ii) identifying each officer of the general partner of the Borrower authorized
to execute this Amendment, the Notes and any other instrument or agreement executed by the Borrower
in connection with this Amendment, and certifying as to specimens of such officer’s signature and
such officer’s incumbency in such offices as such officer holds; and



               (c) The Borrower shall have satisfied such other conditions as specified by the Agent,
including payment of all unpaid legal fees and expenses incurred by the Agent through the date of
this Amendment in connection with the Credit Agreement and the Amendment Documents.



          Section 4. Representations, Warranties, Authority, No Adverse Claim.




     4.1 Reassertion of Representations and Warranties, No Default. The Borrower
hereby represents that on and as of the date hereof and after giving effect to this
Amendment (a) all of the representations and warranties contained in the Credit Agreement
are true, correct and complete in all respects as of the date hereof as though made on and
as of such date, except for changes permitted by the terms of the Credit Agreement, and (b)
there will exist no Default or Event of Default under the Credit Agreement as amended by
this Amendment on such date which has not been waived by the Lenders.




     4.2 Authority, No Conflict, No Consent Required. The Borrower represents and
warrants that the Borrower has the power and legal right and authority to enter into this
Amendment and has duly authorized as appropriate the execution and delivery of this



 









 






Amendment and other agreements and documents executed and delivered by the Borrower in
connection herewith by proper partnership action, and none of the Amendment Documents nor
the agreements contained herein or therein contravenes or constitutes a default under any
agreement, instrument or indenture to which the Borrower is a party or a signatory or a
provision of the Borrower’s partnership agreement or any other agreement or requirement of
law, or result in the imposition of any Lien on any of its property under any agreement
binding on or applicable to the Borrower or any of its property except, if any, in favor of
the Lenders. The Borrower represents and warrants that no consent, approval or
authorization of or registration or declaration with any Person, including but not limited
to any governmental authority, is required in connection with the execution and delivery by
the Borrower of the Amendment Documents or other agreements and documents executed and
delivered by the Borrower in connection therewith or the performance of obligations of the
Borrower therein described, except for those which the Borrower has obtained or provided and
as to which the Borrower has delivered certified copies of documents evidencing each such
action to the Lenders.




     4.3 No Adverse Claim. The Borrower warrants, acknowledges and agrees that no
events have taken place and no circumstances exist at the date hereof which would give the
Borrower a basis to assert a defense, offset or counterclaim to any claim of the Lenders
with respect to the Obligations.



          Section 5. Affirmation of Credit Agreement, Further References, Affirmation of Security
Interest. The Agent on behalf of the Lenders and the Borrower each acknowledge and affirm that
the Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all
terms, conditions and provisions of the Credit Agreement, except as amended by this Amendment,
shall remain unmodified and in full force and effect. All references in any document or instrument
to the Credit Agreement are hereby amended and shall refer to the Credit Agreement as amended by
this Amendment. The Borrower confirms to the Lenders that the Obligations are and continue to be
secured by the security interest granted by the Borrower in favor of the Lenders under the Security
Agreement, and all of the terms, conditions, provisions, agreements, requirements, promises,
obligations, duties, covenants and representations of the Borrower under such documents and any and
all other documents and agreements entered into with respect to the obligations under the Credit
Agreement are incorporated herein by reference and are hereby ratified and affirmed in all respects
by the Borrower.



          Section 6. Merger and Integration, Superseding Effect. This Amendment, from and after
the date hereof, embodies the entire agreement and understanding between the parties hereto and
supersedes and has merged into this Amendment all prior oral and written agreements on the same
subjects by and between the parties hereto with the effect that this Amendment, shall control with
respect to the specific subjects hereof and thereof.



          Section 7. Severability. Whenever possible, each provision of this Amendment and the
other Amendment Documents and any other statement, instrument or transaction contemplated hereby or
thereby or relating hereto or thereto shall be interpreted in such manner as to be effective, valid
and enforceable under the applicable law of any jurisdiction, but, if any provision of this
Amendment, the other Amendment Documents or any other statement,



 









 





instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall
be held to be prohibited, invalid or unenforceable under the applicable law, such provision shall
be ineffective in such jurisdiction only to the extent of such prohibition, invalidity or
unenforceability, without invalidating or rendering unenforceable the remainder of such provision
or the remaining provisions of this Amendment, the other Amendment Documents or any other
statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto
in such jurisdiction, or affecting the effectiveness, validity or enforceability of such provision
in any other jurisdiction.




          Section 8. Successors. The Amendment Documents shall be binding upon the Borrower and
the Lenders and their respective successors and assigns, and shall inure to the benefit of the
Borrower and the Lenders and the successors and assigns of the Lenders.



          Section 9. Legal Expenses. The Borrower agrees to pay or reimburse the Agent, upon
execution of this Amendment, for all reasonable out-of-pocket expenses paid or incurred by the
Agent, including filing and recording costs and fees, charges and disbursements of outside counsel
to the Agent (determined on the basis of such counsel’s generally applicable rates, which may be
higher than the rates such counsel charges the Agent in certain matters) and/or the allocated costs
of in-house counsel incurred from time to time, in connection with the Credit Agreement, including
in connection with the negotiation, preparation, execution, collection and enforcement of the
Amendment Documents and all other documents negotiated, prepared and executed in connection with
the Amendment Documents, and in enforcing the obligations of the Borrower under the Amendment
Documents, and to pay and save the Agent harmless from all liability for, any stamp or other taxes
which may be payable with respect to the execution or delivery of the Amendment Documents, which
obligations of the Borrower shall survive any termination of the Credit Agreement.



          Section 10. Headings. The headings of various sections of this Amendment have been
inserted for reference only and shall not be deemed to be a part of this Amendment.



          Section 11. Counterparts. The Amendment Documents may be executed in several
counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an
original, provided that all such counterparts shall be regarded as one and the same document, and
either party to the Amendment Documents may execute any such agreement by executing a counterpart
of such agreement.



          Section 12. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR
AFFILIATES.



 









 





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



BORROWER:




	 	 	 	 	 	 	 
	 	 	DHI MORTGAGE COMPANY, LTD.	 	 
	 	 	By: DHI Mortgage Company GP, Inc.	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	      /s/ Mark Winter	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Title: EVP/CFO	 	 
	 
	 	 	 	 	 	 
	STATE OF TEXAS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COUNTY OF TRAVIS
	 	 	 	 	 	 






On this the 5th day of April, 2005, personally appeared Mark C. Winter, as EVP/CFO of DHI Mortgage
Company, GP, Inc., a Delaware corporation, as general partner of DHI Mortgage Company , Ltd., a
Texas limited partnership (the “Company”), and before me executed this Second Amendment to Amended
and Restated Credit Agreement, on behalf of the Company.




IN WITNESS WHEREOF, I have hereunto set my hand and official seal.




	 	 	 	 	 	 	 
	 	 	     /s/ Melody A. Hansen	 	 
	 	 	 	 	 
	 	 	Signature of Notary Public, State of Texas	 	 
	 
	 	 	 	 	 	 
	 	 	     Melody A. Hansen	 	 
	 	 	 	 	 
	 	 	(Print, Type or Stamp Commissioned Name of Notary	 	 
	 	 	Public)	 	 
	 	 	Personally known
þ; OR Produced Identification o	 	 
	

	 	Type of ID produced
	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	(NOTARIAL SEAL)
	 	 






 









 





AGENT & LENDER:




	 	 	 	 	 	 	 
	

	 	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Kathleen Connor	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Kathleen Connor	 	 
	

	 	 	 	Vice President  	 	 






(USB Signature Page Second Amendment)




 









 








	 	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	      /s/ Robert W. Marr	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Robert W. Marr	 	 
	

	 	 	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK OF KENTUCKY	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Jerry W. Johnston	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Jerry W. Johnston	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Executive Vice President	 	 
	

	 	 	 	 	 	 







 









 









	 	 	 	 	 
	

	 	COLONIAL BANK, N.A.



	

	 	By:
	 	     /s/ Amy J. Nunneley
	

	 	 	 	 
	

	 	 	 	Amy Nunneley
	

	 	 	 	Senior Vice President






	 	 	 	 	 
	STATE OF Alabama

	 	
	 	 
	 	 	 	 	 
	COUNTY OF Jefferson

	 		 	 
	 	 	 	 	 





On this the
5th day of April, 2005, personally appeared Amy J. Nunneley, as Senior Vice President of Colonial Bank, N.A., an Alabama corporation (the
“Bank”), and before me executed this Amended and Restated Credit Agreement, on behalf of the Bank.




IN WITNESS WHEREOF, I have hereunto set my hand and official seal.




	 	 	 	 	 	 	 
	

	 	     /s/ Terence J. Bryant	 	 	 	 
	 	 	 	 	 
	

	 	Signature of Notary Public, State of
Alabama	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Terence J. Bryant	 	 	 	 
	 	 	 
	 	 	(Print, Type or Stamp Commissioned Name of Notary Public)






	 	 	 	 	 	 	 
	 	 	Personally known
þ: OR Produced Identification
	

	 	 	 	 	 
	

	 	Type of ID produced	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	(NOTARIAL SEAL)






 









 






	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	

	 	By:
	 	     /s/ Elizabeth Kurilecz
	

	 	 	 	 
	

	 	 	 	Elizabeth Kurilecz
	

	 	 	 	Managing Director






 









 






	 	 	 	 	 
	 	 	BNP PARIBAS
	 
	 	 	 	 
	

	 	By:
	 	     /s/ Jeff Tebeaux
	

	 	 	 	 
	

	 	 	 	Jeff Tebeaux
	

	 	 	 	Vice President
	 
	 	 	 	 
	

	 	By:
	 	     /s/ Henry Setina
	

	 	 	 	 
	

	 	 	 	Henry Setina
	

	 	 	 	Director






 









 






	 	 	 	 	 
	 	 	WASHINGTON MUTUAL BANK, FA
	 
	

	 	By:
	 	      /s/ Cyndi Lopez
	

	 	 	 	 
	

	 	 	 	Cyndi Lopez
	

	 	 	 	Vice President






 









 






	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK
	 
	

	 	By:
	 	     /s/ Cynthia E. Crites
	

	 	 	 	 
	

	 	 	 	Cynthia E. Crites
	

	 	 	 	Senior Vice President






 









 






SCHEDULE 1




ELIGIBLE MORTGAGE LOAN




     “Eligible Mortgage Loan” means a Mortgage Loan with respect to which each of the following
statements is accurate and complete (and the Borrowers by including such Mortgage Loan in any
computation of the Borrowing Base shall be deemed to so represent to Agent and Lenders at and as of
the date of such computation):




     (i) Such Mortgage Loan is a binding and valid obligation of the Obligor thereon, in
full force and effect and enforceable in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization or other similar terms affecting
creditor’s rights in general and by general principles of equity;




     (ii) Such Mortgage Loan is genuine in all respects as appearing on its face and as
represented in the books and records of the Borrowers, and all information set forth therein
is true and correct;




     (iii) To the best knowledge of the Borrowers, such Mortgage Loan is free of any default
(other than as permitted by subparagraph (iv) below) of any party thereto (including the
Borrowers), counterclaims, offsets and defenses, including the defense of usury, and from
any rescission, cancellation or avoidance, and all right thereof, whether by operation of
law or otherwise;




     (iv) No payment under such Mortgage Loan is more than thirty (30) days past due the
payment due date set forth in the underlying Mortgage Note and Mortgage;




     (v) Such Mortgage Loan contains the entire agreement of the parties thereto with
respect to the subject matter thereof, has not been modified or amended in any respect not
expressed in writing therein and is free of concessions or understandings with the Obligor
thereon of any kind not expressed in writing therein;




     (vi) Such Mortgage Loan is in all respects in accordance with all Requirements of Law
applicable thereto, including, without limitation, the federal Consumer Credit Protection
Act and the regulations promulgated thereunder and all applicable usury laws and
restrictions, and all notices, disclosures and other statements or information required by
law or regulation to be given, and any other act required by law or regulation to be
performed, in connection with such Mortgage Loan have been given and performed as required;




     (vii) All advance payments and other deposits on such Mortgage Loan have been paid in
cash, and no part of said sums has been loaned, directly or indirectly, by the Borrowers to
the Obligor, and, other than as disclosed to Agent in writing, there have been no
prepayments;



 









 






     (viii) Such Mortgage Loan was originated, purchased by the Borrowers or converted from
a variable rate Mortgage Loan to a fixed rate Mortgage Loan, whichever is latest not more
than ninety (90) days prior to the inclusion of such Mortgage Loan in any computation of the
Borrowing Base and matures within 30 years after such date of origination;




     (ix) At all times such Mortgage Loan will be free and clear of all Liens, except in
favor of Agent for the benefit of Lenders and any other Lien which has been disclosed to
Agent in writing and is permitted hereunder;




     (x) The Property covered by such Mortgage Loan is insured against loss or damage by
fire and all other hazards normally included within standard extended coverage in accordance
with the provisions of such Mortgage Loan with the Borrowers named as a loss payee thereon;




     (xi) The Required Mortgage Documents have been delivered to Agent prior to the
inclusion of such Mortgage Loan in any computation of the Borrowing Base or, if such items
have not been delivered to Agent on or prior to the date such Mortgage Loan is first
included in any computation of the Borrowing Base, (1) the Borrower has agreed to pledge and
deliver all Required Mortgage Documents pursuant to an Agreement to Pledge delivered to
Agent prior to such inclusion, and (2) the Collateral Value of such Mortgage Loan when added
to the Collateral Value of all other Mortgage Loans for which Agent has not received the
Required Mortgage Documents does not exceed the Wet Warehousing Sublimit, provided that, all
Required Documents with respect to such Mortgage Loan shall be delivered to Agent within
seven (7) Business Days after the date of the borrowing request with respect thereto and all
other documents requested by Agent pursuant to Section 4.02 of the Security Agreement shall
be delivered to Agent within five Business Days after such request.




     (xii) If such Mortgage Loan is included in the Borrowing Base and has been withdrawn
from the possession of Agent on terms and subject to conditions set forth in the Security
Agreement:




     (1) If such Mortgage Loan was withdrawn by the Borrowers for purposes of
correcting clerical or other non-substantive documentation problems, the promissory
note and other documents relating to such Mortgage Loan are returned to Agent within
nineteen (19) calendar days from the date of withdrawal; and the Collateral Value of
such Mortgage Loan when added to the Collateral Value of other Mortgage Loans which
have been similarly released to the Borrowers and have not been returned does not
exceed $5,000,000;




     (2) If such Mortgage Loan was shipped by Agent directly to a permanent investor
for purchase or to a custodian for the formation of a pool, the full purchase price
therefor has been received by Agent (or such Mortgage Loan has been returned to
Agent) within forty-five (45) days (seventy-five (75) days in the case if such
Mortgage Loan is a housing bond program) from the date of shipment by Agent.



 









 






     (xiii) If such Mortgage Loan is a Jumbo Mortgage Loan, the Collateral Value of such
Mortgage Loan when added to the Collateral Value of all other Jumbo Mortgage Loans does not
exceed the Jumbo Sublimit.




     (xiv) If such Mortgage Loan is a Nonconforming Mortgage Loan, the Collateral Value of
such Mortgage Loan when added to the Collateral Value of all the Nonconforming Mortgage
Loans does not exceed the Nonconforming Sublimit;




     (xv) If such Mortgage Loan is a HELOC Mortgage Loan, the Collateral Value of such
Mortgage Loan when added to the Collateral Value of all other HELOC Mortgage Loans does not
exceed the HELOC Mortgage Loan Sublimit.




     (xvi) If such Mortgage Loan is an Aged Loan, the Collateral Value of such Mortgage Loan
when added to the Collateral Value of all Mortgage Loans that are Aged Loans does not exceed
the Aged Loan Sublimit;




     (xvii) Such Mortgage Loan has not been included in the Borrowing Base for more than (A)
ninety (90) days, if such Mortgage Loan is a Nonconforming Mortgage Loan or a HELOC Mortgage
Loan, (B) one hundred twenty (120) days, if such Mortgage Loan is a Jumbo Mortgage Loan, (C)
one hundred twenty (120) days, if such Mortgage Loan is a Conforming Mortgage Loan,
Conforming Non-Agency Mortgage Loan or (D) three hundred sixty (360) days, if such Mortgage
Loan is an Aged Loan;




     (xviii) Such Mortgage Loan is covered by a Take-Out Commitment which is in full force
and effect, and the Borrowers and such Mortgage Loan are in full compliance therewith;




     (xix) Such Mortgage Loan is secured by a first or second Mortgage on Property
consisting of a completed one-to-four unit single family residence which is not used for
commercial purposes and which is not a construction loan; and




     (xx) The face amount of the Mortgage Note underlying such Mortgage Loan does not exceed
$1,000,000.



     Agent may, in its discretion, waive one or more of the foregoing eligibility requirements with
respect to any Mortgage Loan, provided that the aggregate Collateral Value of all Mortgage Loans
with respect to which such eligibility requirements have been waived shall not at any time exceed
$3,000,000.



 









 





SCHEDULE 2




Approved Investors




	 	 	 	 	 	 	 	 	 
	Investor Set CHM – DHI Mortgage Approved Investors	 	Disable Date:	 	Disable
	Investor Code/Investor Description	 	Primary Location	 	Rating	 	Limit	 	Date
	— UNKNOWN

	 	PEND – UNKNOWN
	 	 
	 	 
	 	 
	ARGE – Argent Mortgage Company LLC

	 	ARGE1 – Argent Mortgage Company	 	 	 	 	 	 
	

	 	2550 Gulf Road	 	 	 	 	 	 
	

	 	East Tower 7th Floor	 	 	 	 	 	 
	

	 	Rolling Meadows IL	 	 	 	 	 	 
	CHBK – Charter Bank

	 	CHBK1 – Charter Bank	 	 	 	 	 	 
	

	 	5200 Eubank Blvd., NE	 	 	 	 	 	 
	

	 	Albuquerque NM 87111	 	 	 	 	 	 
	CHFA – CALIFORNIA HOUSING FINANCE AGEN

	 	CHFA1 – CALIFORNIA HOUSING FINANCE AGENCY	 	 	 	 	 	 
	

	 	1121 L STREET	 	 	 	 	 	 
	

	 	7TH Floor	 	 	 	 	 	 
	

	 	SACRAMENTO CA 95814	 	 	 	 	 	 
	CHMB – Chase Manhattan Bank USA, N.A.

	 	CHB1 – Chase Manhattan Bank USA,
N.A.	 	 	 	 	 	 
	

	 	c/o Chase Home Equity	 	 	 	 	 	 
	

	 	8934 Brecksville Rd. Suite 498	 	 	 	 	 	 
	

	 	Brecksville OH 44113	 	 	 	 	 	 
	CHMM – Chase Manhattan Mortgage Corp.

	 	CHMM1 – Chase Manhattan Mortgage
Corp.	 	 	 	 	 	 
	

	 	10151 Deerwood Park Blvd.	 	 	 	 	 	 
	

	 	Building 300, 4th Floor	 	 	 	 	 	 
	

	 	Jacksonville FL 32256	 	 	 	 	 	 
	CIIN – CITIMORTGAGE, INC.

	 	CIIN1 – CITIMORTGAGE, INC.	 	 	 	 	 	 
	

	 	27555 FARMINGTON ROAD	 	 	 	 	 	 
	

	 	SUITE 300	 	 	 	 	 	 
	

	 	FARMINGTON HILLS MI 48334	 	 	 	 	 	 
	COHF – Colorado Housing &
 
Finance
Authority

	 	COHF1 – Colorado Housing &

Finance Authority	 	 	 	 	 	 
	 

	 	Loan Purchase Department	 	 	 	 	 	 
	 

	 	1981 Blake Street

Denver CO 80202	 	 	 	 	 	 
	COHL – Countrywide Home Loans, Inc.

	 	COHL1 – Countrywide Home Loans,
Inc.	 	 	 	 	 	 
	

	 	8501 Fallbrook Avenue	 	 	 	 	 	 
	

	 	West Hills CA 91304	 	 	 	 	 	 
	DEUT – Deutsche Bank

	 	DEUT1 – Deutsche Bank	 	 	 	 	 	 
	

	 	31 W. 52nd St.	 	 	 	 	 	 
	

	 	6th Floor, Room 28	 	 	 	 	 	 
	

	 	New York NY 10019	 	 	 	 	 	 
	EMC – EMC Mortgage Corporation

	 	EMC1- EMC Mortgage Corporation	 	 	 	 	 	 
	

	 	222 Las Colinas Blv	 	 	 	 	 	 
	

	 	Suite 600	 	 	 	 	 	 
	

	 	Irving TX 75039	 	 	 	 	 	 
	EMPI – Empire Mortgage, Inc.

	 	EMPI1 – Empire Mortgage, Inc.	 	 	 	 	 	 
	

	 	11350 McCormick Road	 	 	 	 	 	 
	

	 	Suite 502	 	 	 	 	 	 
	

	 	Hunt Valley MD 21031	 	 	 	 	 	 
	ENCC – Encore Credit Corporation

	 	ENCC1 – Freemont Investment and
Loan	 	 	 	 	 	 
	FHMC – Federal Home Loan Mortgage Corp

	 	FHMC1 – Federal Home Loan Mortgage	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	Investor Set CHM – DHI Mortgage Approved Investors	 	Disable Date:	 	Disable
	Investor Code/Investor Description	 	Primary Location	 	Rating	 	Limit	 	Date
	

	 	8100 Jones Branch Drive	 	 	 	 	 	 
	

	 	Mailstop B4D	 	 	 	 	 	 
	

	 	McLean VA 10022	 	 	 	 	 	 
	FIBA – First Bank of Arizona

	 	FIBA1 – First Bank of Arizona	 	 	 	 	 	 
	

	 	17600 N Perimeter Drive	 	 	 	 	 	 
	

	 	Attn: Correspondent Lending	 	 	 	 	 	 
	

	 	Scottsdale AZ 85255	 	 	 	 	 	 
	FIHH – First Horizon Home Loan Corporation

	 	FIHH1 – First Horizon Home
Loan
Corporation	 	 	 	 	 	 
	

	 	4000 Horizon Way	 	 	 	 	 	 
	

	 	Mail Code 4700

Irving TX 75063	 	 	 	 	 	 
	GHFA – Georgia Housing & Finance
Authority

	 	GHFA1 – Georgia Housing & Finance
Authority	 	 	 	 	 	 
	 

	 	60 Executive Parkway South	 	 	 	 	 	 
	 

	 	Suite 250

Atlanta GA 30329	 	 	 	 	 	 
	GRMF – Greenpoint Mortgage Funding,
Inc.

	 	GRMF1 – Greenpoint Mortgage
Funding, Inc.	 	 	 	 	 	 
	

	 	1100 Larkspur Landing Circle	 	 	 	 	 	 
	

	 	Suite 101	 	 	 	 	 	 
	

	 	Attn: Correspondent Lending	 	 	 	 	 	 
	

	 	Department

Larkspur CA 94939	 	 	 	 	 	 
	IMPA – IMPAC Funding Corp.

	 	IMPA1 – IMPAC Funding Corp.	 	 	 	 	 	 
	

	 	1401 Dove St	 	 	 	 	 	 
	

	 	Suite 100	 	 	 	 	 	 
	

	 	Newport Beach CA 92660	 	 	 	 	 	 
	INDY – IndyMac Bank

	 	INDY1 – IndyMac Bank	 	 	 	 	 	 
	

	 	7667 Folsom Blvd.	 	 	 	 	 	 
	

	 	Suite 101	 	 	 	 	 	 
	

	 	Sacramento CA 95826	 	 	 	 	 	 
	MAFS – Matrix Financial Services Corp

	 	MAFS1 – Matrix Financial
Services Corp	 	 	 	 	 	 
	

	 	700 Corporate Park Drive	 	 	 	 	 	 
	

	 	St. Louis MO 63105	 	 	 	 	 	 
	NACM – National City Mortgage Co.

	 	NACM1 – National City Mortgage Co.	 	 	 	 	 	 
	

	 	LOC#06-671	 	 	 	 	 	 
	

	 	116 Allegheny Center	 	 	 	 	 	 
	

	 	Pittsburgh PA 15212	 	 	 	 	 	 
	NCHA – North Carolina Housing Finance

	 	NCHA1 – North Carolina
Housing
Finance	 	 	 	 	 	 
	

	 	3508 Bush Street	 	 	 	 	 	 
	

	 	Raleigh NC 27609	 	 	 	 	 	 
	NCMG – New Century Mortgage Corporation

	 	NCMG1 – New Century
Mortgage
Corporation	 	 	 	 	 	 
	

	 	Attn: Lisa Spaid	 	 	 	 	 	 
	

	 	1000 Plaza Drive, Suite 40	 	 	 	 	 	 
	

	 	Schaumburg IL 60173	 	 	 	 	 	 
	NOMI – Novastar Mortgage, Inc.

	 	NOMI1 – Novastar Mortgage, Inc.	 	 	 	 	 	 
	

	 	23046 Avenida De La Carlotta	 	 	 	 	 	 
	

	 	3rd Floor	 	 	 	 	 	 
	

	 	Laguna Hills CA 92653	 	 	 	 	 	 
	OPFS – Opteum Financial Services, LLC

	 	OPFS1 – Opteum Financial

Services, LLC	 	 	 	 	 	 
	

	 	27442 Portola Parkway	 	 	 	 	 	 
	

	 	Suite 250	 	 	 	 	 	 
	

	 	Foothill Ranch CA 92610	 	 	 	 	 	 
	OPOM – Option One Mortgage Corporation

	 	OPOM1 – Option One Mortgage

Corporation	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	Investor Set CHM – DHI Mortgage Approved Investors	 	Disable Date:	 	Disable
	Investor Code/Investor Description	 	Primary Location	 	Rating	 	Limit	 	Date
	

	 	3333 East CamelBack Road	 	 	 	 	 	 
	

	 	Suite 260	 	 	 	 	 	 
	

	 	Phoenix AZ 85018	 	 	 	 	 	 
	PRRM – Principal Residential Mortgage,

	 	PRRM1 – Principal Residential

Mortgage,	 	 	 	 	 	 
	

	 	699 Walnut Street	 	 	 	 	 	 
	

	 	Des Moines IA 50309	 	 	 	 	 	 
	RBMG — Resource Bancshares Mortgage
Gro

	 	RBMG1 – Resource Bancshares
Mortgage Group, Inc.	 	 	 	 	 	 
	

	 	7909 Parklane Road

Columbia SC 29223	 	 	 	 	 	 
	SOCS — South Carolina State Housing
Finance

	 	SOCS1 – South Carolina State

Housing Finance	 	 	 	 	 	 
	

	 	Loan Purchasing	 	 	 	 	 	 
	

	 	711 Bluff Road	 	 	 	 	 	 
	

	 	Columbia SC 29201	 	 	 	 	 	 
	SOFU – Southstar Funding

	 	SOFU1 – Southstar Funding	 	 	 	 	 	 
	

	 	400 Northridge Road	 	 	 	 	 	 
	

	 	Suite 1000	 	 	 	 	 	 
	

	 	Atlanta GA 30350	 	 	 	 	 	 
	UPMI – Union Planters Mortgage, Inc.

	 	UPMI1 – Union Planters Mortgage,
Inc.	 	 	 	 	 	 
	

	 	251 Forrest Street	 	 	 	 	 	 
	

	 	Hattiesburg MS 39401	 	 	 	 	 	 
	USBK — USBK

	 	USBK1 – USBK	 	 	 	 	 	 
	

	 	4801 Frederica St	 	 	 	 	 	 
	

	 	Owensboro KY 42301	 	 	 	 	 	 
	WAMU – Washington Mutual

	 	WAMU1 – Washington Mutual	 	 	 	 	 	 
	

	 	3333 N. Mayfair	 	 	 	 	 	 
	

	 	Milwaukee WI 53222	 	 	 	 	 	 
	WEFB – Wells Fargo Bank West, N.A.

	 	WEFB1 – Wells Fargo Bank West,
N.A.	 	 	 	 	 	 
	

	 	4455 Arrow West Drive	 	 	 	 	 	 
	

	 	Colorado Springs CO 80907	 	 	 	 	 	 
	WEFH – Wells Fargo Bank, N.A.

	 	WEFH1 – Wells Fargo Bank, N.A.	 	 	 	 	 	 
	

	 	3200 Robbins Road	 	 	 	 	 	 
	


	 	Springfield IL 62704	 	 	 	 	 	 
	WFHE – Wells Fargo Bank, N.A.

	 	WFHE1 – Wells Fargo Bank, N.A.	 	 	 	 	 	 
	

	 	16454 N. 28th Ave.	 	 	 	 	 	 
	

	 	MAC S3826-012	 	 	 	 	 	 
	

	 	Phoenix AZ 85023	 	 	 	 	 	 









 









 








SCHEDULE 5




COMMITMENT AMOUNTS AND PERCENTAGE SHARES




	 	 	 	 	 	 	 	 	 
	 	 	Commitment	 	 	Percentage	 
	 	 	Amount	 	 	Share	 
	U.S. Bank National Association
	 	$	 	 	 	 	 	%
	Comerica Bank
	 	$	 	 	 	 	 	%
	National City Bank of Kentucky
	 	$	 	 	 	 	 	%
	Colonial Bank, N.A.
	 	$	 	 	 	 	 	%
	Bank of America, N.A.
	 	$	 	 	 	 	 	%
	BNP Paribas
	 	$	 	 	 	 	 	%
	Washington Mutual Bank, FA
	 	$	 	 	 	 	 	%
	JPMorgan Chase Bank
	 	$	 	 	 	 	 	%
	 
	 	 	 	 	 	 
	 
	 	$	300,000,000	 	 	 	100	%







 









 






			
	 
	 	EXHIBIT C TO
	
	 	CREDIT AGREEMENT






FORM OF

BORROWING BASE CERTIFICATE




[On the Company’s Letterhead]




U.S. Bank National Association, as Agent

800 Nicollet Mall

Minneapolis, Minnesota 55402

Attention: Mortgage Banking Services Division BC-MN-HO3B



Ladies and Gentlemen:




     We submit this certificate to you in accordance with the terms of the Amended and Restated
Credit Agreement dated as of April 9, 2004 (as amended and as the same may be amended, supplemented
or restated from time to time, the “Credit Agreement”) between DHI Mortgage Company, Ltd., the
lenders party thereto (the “Lenders”) and U.S. Bank National Association, as Agent for the Lenders
(in such capacity, the “Agent”). Each capitalized term used herein and not defined herein has the
same meaning ascribed to such term in the Credit Agreement or the Security Agreement.



     The undersigned hereby certifies the following as of the close of business on                                         ,                     the Borrowing Base was calculated as follows:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Note Amount	 
	(a) Pledged Mortgage Loans
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Conforming Mortgage Loans
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Conforming Non-Agency Loans
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Nonconforming Mortgage Loans
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Jumbo Mortgage Loans
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	HELOC Mortgage Loans
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Aged Loans (included above)$                    
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Agent Waived (included
above) $                    
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Less:
	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	(b) Pledged Mortgage Loans with No
Collateral Value (i.e., not
Eligible Mortgage Loans)
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Conforming Mortgage Loans and Jumbo
Mortgage Loans – 120 days or more since
origination or acquisition;
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Nonconforming Mortgage Loans
90 days or more since origination or
acquisition $_____
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Jumbo Mortgage Loans – 120 days
or more since origination or
acquisition $_____
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Nonconforming Mortgage Loans – 90 days or
more since origination or acquisition $_____
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Pledged more than 90 days
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Promissory Note and/or Collateral Documents
not returned or purchased by an Investor
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(90/120/360 days for Aged Loans)
	 	$	 	 	 	(less than 120
	 
	 	 	 	 	 	 	 
	days)
	 	$	 	 	 	 	(from 120 to
	 
	 	 	 	 	 	 	 
	360 days)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Collateral Document not returned (19 days)
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	In default (30 days or more past due)
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Requested documents not delivered
(5 Business Days) $_____
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Promissory Note and/or Collateral Documents
not delivered (wet funding loans;
7 Business Days) $_____
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wet funding loans in excess of sublimit
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wet funding loans not closed
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Jumbo Mortgage Loans in excess
of applicable sublimit $_____
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Nonconforming Mortgage Loans in excess
of applicable sublimit $_____
	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	HELOC Mortgage Loans in excess of
applicable sublimit $_____
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Aged Loans in excess
of Aged Loan Sublimit $__________
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Not marketable
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Agent does not have perfected, first
priority security interest
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Other ineligible (document exceptions)
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(c) Eligible Mortgage Loans ((a) — (b))
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(d) 2% of (c)
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(e) 3% of Aged Loans
included in Borrowing Base
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(f) Total Collateral Value (Borrowing Base)
((c) minus (d)) minus (e)
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 





     Attached hereto is a schedule of the “Pledged Mortgage Loans” (as defined in the Security
Agreement) that have no Collateral Value at the date hereof.



	 	 	 	 	 
	Dated: ___, 20___
	 	 	 	 
	 
	 	 	 	 
	 	 	DHI MORTGAGE COMPANY, LTD.
	 
	 	 	 	 
	 

	 	By	 	 
	

	 	 	 	 
	

	 	Its	 	 
	

	 	 	 	 






 









 






			
	 
	 	EXHIBIT D TO Second Amendment
	
	 	and to Credit Agreement






FORM OF

COMPLIANCE CERTIFICATE




[On the Company’s Letterhead]




U.S. Bank National Association, as Agent

800 Nicollet Mall

Minneapolis, Minnesota 55402

Attention: Mortgage Banking Services

Division BC-MN-HO3B

Ladies and Gentlemen:



     We submit this certificate to you in accordance with the terms of the Amended and Restated
Credit Agreement dated as of April 9, 2004 (as the same may be amended, supplemented or restated
from time to time, the “Credit Agreement”) between DHI Mortgage Company, Ltd., the lenders party
thereto (the “Lenders”) and U.S. Bank National Association, as Agent for the Lenders (in such
capacity, the “Agent”). Each capitalized term used herein and not defined herein has the same
meaning ascribed to such term in the Credit Agreement.



     The undersigned hereby certifies the following as of the close of business on                                         ,                     the Company’s compliance and/or noncompliance with Sections 6.13,
6.14 and 6.15 of the Credit Agreement was as follows:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Actual (or in	 
	Financial Covenants	 	Required Compliance	 	 	 	 	 
	1) Tangible Net
	 	 	 	 	 	 	 	 
	Worth (6.13)
	 	$	70,000,000	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2) Tangible Net
	 	 	 	 	 	 	 	 
	Worth Ratio (6.14)
	 	 	 	 	 	 	 	 
	not more than 12.0 to 1.0
	 	 	 	 	 	__to 1.0
	 
	 	 	 	 	 	 	 	 
	3) Net Income (6.15)
	 	not less than $1.00	 	$	 	 
	 
	 	 	 	 	 	 	 





     The undersigned further certifies as follows:




	(a)  	The undersigned is the duly elected President, Chief Financial Officer or Controller of the
General Partner of the Company.






	(b)  	The undersigned has reviewed the terms of the Credit Agreement and has made, or has caused to
be made under the supervision of the undersigned, a detailed review of the




 - 2 -









 












	   	transactions and conditions of the Company during the accounting period covered by this
Certificate; and
	 
	(c)  	These examinations did not disclose, and the undersigned has no knowledge, whether arising
out of such examinations or otherwise, of the existence of any condition or event that
constitutes an Event of Default or a Default during or at the end of the accounting period
covered by this Certificate, except as described in a separate attachment to this Certificate,
the exceptions listing, in detail, the nature of the condition or event, the period during
which it has existed and the action that the Company has taken, is taking, or proposes to take
with respect to each such condition or event.





	 	 	 	 	 
	Dated:                     ,___
	 	 	 	 
	 	 	DHI MORTGAGE COMPANY, LTD.
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	Its	 	 
	

	 	 	 	 






 - 3 -









 






			
	ATTACHMENT 2 TO
	AMENDED AND RESTATED PLEDGE AGREEMENT






FORM OF BAILEE LETTER




[Letterhead of U.S. Bank National Association]




[Date]




	 	 	 	 	 
	[NAME OF CUSTODIAN], as Custodian

	 	{
	 	include if applicable
	

	 	 	 	 
	for [NAME OF INVESTOR]
	 	 	 	 
	[ADDRESS OF CUSTODIAN]
	 	 	 	 
	 
	 	 	 	 
	[NAME AND ADDRESS OF INVESTOR]

	 	{
	 	include if no Custodian
	

	 	 	 	 






	 	 	 	 	 
	

	 	Re:
	 	Mortgage Loan No(s).                     
	

	 	 	 	Seller: [DHI Mortgage Company, Ltd.] [Name of Co-Borrower]






Ladies/Gentlemen:




     Pursuant to the terms and conditions set forth below, we hereby deliver to
[                                                            , as Custodian (in such capacity, the “Custodian”) for]
                                                                                 (the “Investor”), with this letter, the original executed
promissory note(s) (the “Note(s)”) (and the other Loan Documents (defined below)) evidencing the
mortgage loan(s) described on the schedule attached hereto (the “Loan(s)”). U.S. Bank National
Association, as agent for certain lenders (in such capacity, the “Agent”) has a perfected first
lien security interest in the Loan(s) for the benefit of such lenders pursuant to an Amended and
Restated Pledge and Security Agreement between the Agent and the Seller [and a Joinder Agreement
between DHI Mortgage Company, Ltd., the Agent and the Seller]. The Agent expressly retains and
reserves all of its rights in the Loan(s), the Note(s) and all related security instruments, files,
and documents (the “Loan Documents”) until the Investor has paid the Agent the Warehouse Purchase
Amount (as hereinafter defined) for the Loan(s) in accordance with this letter (“this Bailee
Letter”).



     By taking physical possession of this Bailee Letter, the Note(s) and the other Loan Documents,
[the Investor] [the Custodian] hereby agrees:




     (i) to hold in trust, as bailee for the Agent, the Note(s) and all other Loan Documents
which it receives related to the Loan(s), until its status as bailee is terminated as set
forth herein;



 - 4 -









 






     (ii) not to release or deliver, or authorize the release or delivery of, the Note(s) or
any other Loan Document to the Seller or any other entity or person or take any other action
with respect to the Note(s) or any other Loan Document which release, delivery or other
action could cause the security interest of the Agent to become unperfected or which could
otherwise jeopardize the perfected security interest of the Agent in the Loan(s);




     (iii) in the case of any Note(s) that are endorsed in blank, not to complete such blank
endorsements unless and until (A) the Loan(s) evidenced by such Note(s) have been accepted
for purchase by the Investor and (B) the Warehouse Purchase Amount has been irrevocably paid
to the Agent in accordance with the terms hereof;




     (iv) to return the Note(s) and any related Loan Documents immediately to the Agent (A)
upon receipt of a written request by the Agent or (B) in the event that the Note(s) require
completion and/or correction;




     (v) not to honor any requests or instructions from the Seller relating to any Note
(other than for correction), or any other documents relating thereto (other than for
correction or replacement thereof or to supplement such documents);




     (vi) promptly upon the Investor’s acceptance or rejection of the Loan(s) for purchase,
and in any event within forty-five (45) days after the date of delivery of this Bailee
Letter, to either (A) remit the Warehouse Purchase Amount to the Agent or (b) return the
Notes and any related Loan Documents to the Agent;




     (vii) to deliver, or to cause to be delivered, the Warehouse Purchase Amount or the
Notes and related Loan Documents, as the case may be, only to the Agent pursuant to the
terms set forth below and to honor a change in such terms only upon receipt of written
instructions from the Agent; and




     (viii) that any interest it may have in the Loan(s), the Note(s) and/or the Loan
Documents, including without limitation any claim of setoff it may at any time have, is
subject to and subordinate to the security interest of the Agent in the Loan(s), the Note(s)
and the other Loan Document(s) and that it will not exercise any right with respect to the
Loan(s), the Note(s) or the other Loan Documents without the prior written consent of the
Agent.



     Please note that should the Investor remit the Warehouse Purchase Amount to any other entity
or person, the Agent will not consider the Warehouse Purchase Amount to have been paid and will not
release its security interest or terminate the responsibilities of the [Investor] [Custodian] as
bailee for the Agent until the Warehouse Purchase Amount has been properly remitted to the Agent as
set forth herein.



     The Agent agrees that its security interest in the Loan(s) shall be fully released and the
responsibilities of the [Investor] [Custodian] as bailee shall terminate upon the Investor’s
irrevocable payment to the Agent of an amount (the “Warehouse Purchase Amount”) equal to the



 - 5 -









 





greater of (1) the purchase price for the Loan(s) agreed to by the Investor and the
Seller and (2) $________, which is the aggregate collateral value assigned by the Agent to the
Loan(s). All payments by the Investor shall be remitted via federal funds pursuant to the
following wire transfer instructions:




	 	 	 
	Receiving Bank:
	 	U.S. Bank National Association
	Address:
	 	Minneapolis, Minnesota
	ABA Number:
	 	091000022
	Account Name:
	 	DHI Mortgage Company, Ltd. Funding and Settlement
	Account
	 	 
	Account Number:
	 	104756234365






     Note(s) and other Loan Documents which are to be returned to the Agent should be delivered, by
overnight air courier, to:


U.S. Bank National Association

Mortgage Banking Services Division

U.S. Bancorp Center –BC-MN-HO3B

800 Nicollet Mall

Minneapolis, Minnesota 55402



     If you have any questions, please address your inquiries to Jeannine L. Coyne, Mortgage
Banking Officer of the Agent, whose phone number is (612) 303-3958 or Kathleen M. Connor, Vice
President, whose phone number is (612) 303-3581.



     We request that you acknowledge receipt of this Bailee Letter by signing in the space provided
at the foot of the enclosed counterpart hereof and returning it to the Agent at the address set
forth above (but your failure to do so in no way nullifies your agreements resulting from your
acceptance of the enclosed Note(s), as set forth in this Bailee Letter).



     In the event of any inconsistency between the provisions of this Bailee Letter and the
provisions of any other instrument or document delivered by the Agent to the Investor [or the
Custodian] with this letter or in connection with the Loan(s), including, without limitation, any
“release” or similar document, the provisions of this Bailee Letter shall control.



	 	 	 
	

	 	U.S. BANK NATIONAL ASSOCIATION,
	

	 	as Agent
	 
	 	 
	

	 	By
	 
	 	 
	

	 	Its






 - 6 -









 






	 	 	 	 	 	 	 	 	 
	Receipt acknowledged:
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[
	 	 	 	,	 	 	 	{include if no Custodian
	 	 	 	 	 	 
	as Investor
	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	Title
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	Date
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[
	 	 	 	,	 	 	 	{include if applicable
	 	 	 	 	 	 
	as Custodian
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	Title
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	Date
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	Enclosures
	 	 	 	 	 
	 
	 	 	 	 	 	 
	cc: [NAME AND ADDRESS OF INVESTOR ]
	 	 	{include if letter is addressed to Custodian







 - 7 -