Exhibit





Exhibit 10.1





THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT


THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of September 23, 2016 is by and between DHI Mortgage Company, Ltd., a Texas limited partnership (the “Seller”), the Buyers party to the Repurchase Agreement (defined below) (the “Buyers”), and U.S. Bank National Association, a national banking association, as administrative agent for the Buyers (the “Administrative Agent”).
RECITALS
A.    The Seller, the Buyers, and the Administrative Agent are parties to a Second Amended and Restated Master Repurchase Agreement dated as of February 27, 2015, a First Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 26, 2016, and a Second Amendment to Second Amended and Restated Master Repurchase Agreement dated as of June 24, 2016 (as amended, restated, or otherwise modified from time to time, the “Repurchase Agreement”).
B.    The parties hereto desire to amend the Repurchase Agreement as provided herein.
AGREEMENT
In consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.Definitions.  Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.
Section 2.Amendments.  
2.1    Request for Increase in Maximum Aggregate Commitment.  Section 2.3 of the Repurchase Agreement is amended and restated to read in its entirety as follows:
2.3.    Request for Increase in Maximum Aggregate Commitment.  The Seller may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to $800,000,000 for a period for such increase being designated by the Seller (but not less than 30 days, or if less, the period remaining until the Termination Date); provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses 







to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then the Pro Rata ownership interest in the Purchased Loans of each Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the ownership interests in the Purchased Loans of each Buyer shall automatically be adjusted accordingly.
2.2    Schedules.  Schedules AI and BC to the Repurchase Agreement are amended and restated to read in their entireties as set forth on Schedules AI and BC hereto, respectively.
Section 3.Effectiveness.  This Amendment shall become effective as of the date first above written upon the Seller’s fulfillment of the following conditions precedent:
3.1    The Administrative Agent shall have received (or be satisfied that it will receive by such deadline as the Administrative Agent shall specify) the following, all of which must be satisfactory in form and content to the Administrative Agent:
(a)this Amendment, duly executed by the Seller, the Buyers, and the Administrative Agent; and
(b)a certificate of the General Partner’s corporate secretary or assistant secretary or other authorized officer dated as of the date hereof as to (i) the incumbency of the officers of the Seller executing this Amendment and all other Repurchase Documents executed or to be executed by or on behalf of the Seller, (ii) the authenticity of their signatures, and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it (the Administrative Agent, the Buyers and the Custodian shall be entitled to rely on that certificate until the Seller has furnished a new certificate to the Administrative Agent, (iii) resolutions of the General Partner’s board of directors, authorizing the execution, delivery and performance by the Seller of this Amendment and all other Repurchase Documents to be delivered by the Seller pursuant to this Amendment and (iv) copies of the Seller’s (1) limited partnership agreement, (2) certificate of limited partnership issued by the state of Texas, (3) articles of incorporation certified by the Secretary of State of the State of the General Partner, and (4) bylaws and all amendments, or certification that there have been no changes to such documents since a true and correct copy thereof was delivered to the Administrative Agent and that such documents are in full force and effect.




2









3.2    Payment to the Administrative Agent or the Custodian, as applicable, of all fees and expenses (including the disbursements and reasonable fees of the Administrative Agent’s attorneys) of the Administrative Agent and the Buyers payable by Seller pursuant to Section 9 of the Repurchase Agreement accrued and billed for to the date of the Seller’s execution and delivery of this Agreement.
Section 4.Miscellaneous.
4.1    Ratifications.  This Amendment shall modify and supersede all terms and provisions set forth in the Repurchase Documents that are inconsistent with this Amendment, and the terms and provisions of the Repurchase Documents are ratified and confirmed and shall continue in full force and effect.
4.2    Seller Representations and Warranties.  The Seller hereby represents and warrants that the representations and warranties set forth in Section 15 of the Repurchase Agreement are true and correct in all material respects with the same force and effect on and as of the date hereof as though made as of the date hereof.
4.3    Survival.  The representations and warranties made by the Seller in this Amendment shall survive the execution and delivery of this Amendment.
4.4    Reference to Repurchase Agreement.  Each of the Repurchase Documents, including the Repurchase Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Repurchase Agreement as amended hereby, is hereby amended so that any reference in such Repurchase Document to the Repurchase Agreement shall refer to the Repurchase Agreement as amended and modified hereby.
4.5    Applicable Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York as applicable to the Repurchase Agreement.
4.6    Successors and Assigns.  This Amendment is binding upon and shall inure to the benefit of the Seller, the Buyers, the Administrative Agent, and their respective successors and assigns, except that the Seller may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and, to the extent required by the Repurchase Agreement, the Buyers.
4.7    Counterparts.  This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.
4.8    Headings.  The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.




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4.9    ENTIRE AGREEMENT.  THIS AMENDMENT AND THE OTHER REPURCHASE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Signature Pages Follow]






4










IN WITNESS WHEREOF the parties have caused this Amendment to be executed as of the date first set forth above.
DHI MORTGAGE COMPANY, LTD., 
as Seller and Servicer


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






By:   /s/ MARK C. WINTER                
Name:   Mark C. Winter            
Title:   Executive Vice President


S-1
Third Amendment to Second Amended and Restated Master Repurchase Agreement







U.S. BANK NATIONAL ASSOCIATION, 
as Administrative Agent and a Buyer




By:   /s/ EDWIN D. JENKINS                
Name:   Edwin D. Jenkins            
Title:   Senior Vice President


S-2
Third Amendment to Second Amended and Restated Master Repurchase Agreement







ASSOCIATED BANK, N.A., as a Buyer




By:   /s/ THOMAS J. CONNALLY            
Name:   Thomas J. Connally            
Title:   Senior Vice President


S-3
Third Amendment to Second Amended and Restated Master Repurchase Agreement







BRANCH BANKING & TRUST COMPANY, as a Buyer




By:   /s/ SAMUEL W. BRYAN                
Name:   Samuel W. Bryan            
Title:   Senior Vice President


S-4
Third Amendment to Second Amended and Restated Master Repurchase Agreement







COMERICA BANK, as a Buyer




By:   /s/ ART SHAFER                    
Name:   Art Shafer                
Title:   Senior Vice President


S-5
Third Amendment to Second Amended and Restated Master Repurchase Agreement







EVERBANK, as a Buyer




By:   /s/ JAMES C. PEARY                    
Name:   James C. Peary                
Title:   Vice President


S-6
Third Amendment to Second Amended and Restated Master Repurchase Agreement







CAPITAL ONE, NATIONAL ASSOCIATION, as a Buyer




By:   /s/ JASON CARDELLA                    
Name:   Jason Cardella                
Title:   Vice President


S-7
Third Amendment to Second Amended and Restated Master Repurchase Agreement








SCHEDULE AI TO THIRD AMENDMENT
TO SECOND AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT


SCHEDULE AI
TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT


APPROVED INVESTORS*


	
					
	Investor
	S&P CP Rating
	Moody’s CP Rating
	Related Parent Company/Lead Bank
	Product Approval

	Bayview Financial
	N/A
	N/A
	Bayview Asset Management
	Conforming

	Charter Bank
	N/A
	N/A
	 
	Conforming

	CitiMortgage, Inc.
	A-1
	P-1
	Citibank, N.A.
	Conforming/Non-conforming

	Colonial Savings and Loan Association
	N/A
	N/A
	 
	Conforming

	Connective Mortgage Advisory Corporation
	A-2
	P-2
	AIG
	Conforming/Non-conforming

	Credit Suisse Securities (USA) LLC
	A-1
	P-1
	Credit Suisse AG
	Conforming/Non-conforming

	Empire Mortgage, Inc.
	N/A
	N/A
	 
	Conforming

	Everbank
	N/A
	N/A
	 
	Conforming/Non-conforming

	Federal Home Loan Mortgage Corporation (FHLMC)
	N/A
	N/A
	 
	Conforming

	Federal National Mortgage Assoc. (FNMA)
	N/A
	N/A
	 
	Conforming

	First Mortgage Corporation
	N/A
	N/A
	 
	Conforming

	First Tribal Lending
	N/A
	N/A
	 
	Conforming

	Franklin Credit Management Group
	N/A
	N/A
	 
	Conforming

	Government National Mortgage Assoc. (GNMA)
	N/A
	N/A
	 
	Conforming

	Goldman, Sachs & Co.
	A-2
	P-2
	Goldman Sachs Bank, USA
	Conforming

	JPMorgan Chase Bank
	A-1
	P-1
	JPMorgan Chase & Co.
	Conforming/Non-conforming

	JPMorgan Chase Bank NA
	A-1
	P-1
	JPMorgan Chase Bank NA
	Conforming/Non-conforming

	Lakeview Loan Servicing
	N/A
	N/A
	 
	Conforming

	Leader Financial Services
	N/A
	N/A
	 
	Conforming

	Marsh Associates, Inc.
	N/A
	N/A
	 
	Conforming

	Merrill Lynch Credit Corporation
	N/A
	N/A
	 
	Conforming

	Morgan Stanley Mortgage Capital
	A-1
	P-1
	 
	Conforming/Non-conforming








Sch. AI-1







	
					
	PennyMac Mortgage Investment Trust
	N/A
	N/A
	 
	Conforming/Non-conforming

	Redwood Trust
	N/A
	N/A
	 
	Conforming/Non-conforming

	Residential Mortgage Solution
	N/A
	N/A
	 
	Conforming

	SN Servicing Corporation
	N/A
	N/A
	 
	Conforming

	Standard Mortgage Corporation
	N/A
	N/A
	 
	Conforming

	Steel Mountain Capital, LLC
	N/A
	N/A
	 
	Conforming

	UBS
	A-1
	P-1
	UBS AG
	Conforming/Non-conforming

	US Bank Home Mortgage
	A-1
	P-1
	U.S. Bancorp
	Conforming/Non-conforming

	Wells Fargo Bank, N.A.
	A-1
	P-1
	Wells Fargo & Company
	Conforming/Non-conforming

	West Coast Servicing, Inc.
	N/A
	N/A
	 
	Conforming

	 
	 
	 
	 
	 

	Housing Agencies
	 
	 
	Master Servicer
	 

	Alabama Housing Finance Authority
	N/A
	N/A
	 
	Conforming

	California Housing Finance Agency
	N/A
	N/A
	USBHM
	Conforming

	Colorado Housing & Finance Authority
	N/A
	N/A
	 
	Conforming

	Georgia Housing and Finance Authority
	N/A
	N/A
	 
	Conforming

	Idaho Housing and Finance Authority
	N/A
	N/A
	 
	Conforming

	Illinois Housing Development Authority
	N/A
	N/A
	USBHM
	Conforming

	Minnesota Housing Finance Agency
	N/A
	N/A
	USBHM
	Conforming

	New Mexico Finance Authority
	N/A
	N/A
	 
	Conforming

	Nevada Housing Division
	N/A
	N/A
	USBHM
	Conforming

	North Carolina Housing Finance
	N/A
	N/A
	 
	Conforming

	Oregon Housing and Community Services
	N/A
	N/A
	 
	Conforming

	South Carolina State Housing Finance
	N/A
	N/A
	USBHM
	Conforming

	Utah Housing Corporation
	N/A
	N/A
	 
	Conforming

	Washington State Housing Finance Commission
	N/A
	N/A
	 
	Conforming






*All Affiliate and Subsidiary purchasers of each related parent company identified herein shall be an Approved Investor.






Sch. AI-2








SCHEDULE BC TO
THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT




SCHEDULE BC
TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT


THE BUYERS' COMMITTED SUMS


	
							
	Buyer


	Except as provided in the below chart, Committed Sum for each period from and including the following dates in any calendar year to and including the following dates in any calendar year:


January 24 - March 24
April 26 - June 23
July 26 - September 22
October 25 - December 22


	Except as provided in the below chart, Committed Sum for each period from and including the following dates in any calendar year to and including the following dates in any calendar year:


March 25 - April 25
June 24 - July 25
September 23 - October 24
December 23 - January 23



	U.S. Bank National Association
	$
	190,000,000.00
	

	$
	220,000,000.00
	


	Associated Bank, N.A.
	$
	33,250,000.00
	

	$
	38,500,000.00
	


	Branch Banking & Trust Company
	$
	83,125,000.00
	

	$
	96,250,000.00
	


	Comerica Bank
	$
	83,125,000.00
	

	$
	96,250,000.00
	


	Everbank
	$
	61,750,000.00
	

	$
	71,500,000.00
	


	Capital One Bank
	$
	23,750,000.00
	

	$
	27,500,000.00
	


	Maximum Aggregate Commitment
	$
	475,000,000.00
	

	$
	550,000,000.00
	







	
					
	Buyer


	 
	Committed Sum for September 23, 2016 
through and including November 21, 2016



	U.S. Bank National Association
	 
	$
	280,000,000.00
	


	Associated Bank, N.A.
	 
	$
	49,000,000.00
	


	Branch Banking & Trust Company
	 
	$
	122,500,000.00
	


	Comerica Bank
	 
	$
	122,500,000.00
	


	Everbank
	 
	$
	91,000,000.00
	


	Capital One Bank
	 
	$
	35,000,000.00
	


	Maximum Aggregate Commitment
	 
	$
	700,000,000.00
	











Sch. BC