Exhibit 10.1





Exhibit 10.1




AMENDMENT TO REVOLVING CREDIT AGREEMENT

AND SECURITY AGREEMENT




This Amendment (the “Amendment”) to the Revolving Credit Agreement and Security
Agreement among Walter Investment Management Corp., as Borrower, and Walter Industries, Inc., as
Lender (the “Agreement”), is entered into this 23rd day of September, 2010 by and between
Walter Investment Management Corp. (the “Borrower”) and Walter Energy, Inc. (f/k/a Walter
Industries, Inc., the “Lender”). Capitalized terms used and not otherwise defined herein
are used as defined in the Agreement (as amended hereby).




WHEREAS, the Borrower and the Lender entered into the Agreement effective April 20, 2009; and



WHEREAS, the Borrower and the Lender desire to amend the Agreement in certain respects as
hereinafter set forth;



NOW THEREFORE, in consideration of the premises and the other mutual covenants contained
herein, the parties hereto agree as follows:




SECTION 1. Amendments.




Section 1.1 of the Agreement is hereby amended by inserting the following new definitions
in the appropriate alphabetical order:




“Unencumbered Assets” shall include (i) Accounts and REO Property, in
each case, owned beneficially and of record by a Loan Party, free and clear of
any Liens and (ii) Residual Interests in the WMC Trusts, free and clear of any
Liens.




“REO Property” shall mean real estate ownership of property which was
acquired by a Loan Party through foreclosure or by deed in lieu of foreclosure.
The value of the REO Property will be the carrying value of “Real Estate Owned”
property on the Company’s financial statements each quarter. (This value is
required to be fair value for GAAP purposes.)



 












 






“Residual Interest” shall mean the retained beneficial interest in the
WMC Trusts that exposes the Borrower to credit risk directly or indirectly
associated with the assets of the WMC Trusts. Specifically, the Residual
Interest shall be calculated as the sum of (x)(i) “Restricted Cash of
Securitization Trusts”, (ii) “Residential Loans of Securitization Trusts”, (iii)
“Real Estate Owned of Securitization Trusts” and (iv) “Deferred Debt Issuance
Cost of Securitization Trusts” less (y)(i) “Accounts Payable of Securitization
Trusts”, (ii) “Mortgage-backed Debt of Securitization Trusts” and (iii) “Accrued
Interest of Securitization Trusts”. (Each of these items as found as a separate component on
the Borrower’s balance sheet and as reported in the Form 10-Q/10-K filed with the
SEC. Upon the Lender’s request, such items shall be provided by the Borrower in a
calculation format at the end of each fiscal quarter.)”




“WMC Trusts” shall mean, collectively, Mid-State Trust II, Mid-State
Trust IV, Mid-State Trust VI, Mid-State Trust VII, Mid-State Trust VIII,
Mid-State Trust X, Mid-State Trust XI, Mid-State Capital 2004-1 Trust, Mid-State
Capital 2005-1 Trust, Mid-State Capital 2006-1 Trust and any similar
securitization trusts whose residential interests are owned either directly or
indirectly by the Borrower.




SECTION 2. Effectiveness and Effect.




This Amendment shall become effective as of the date (the “Effective Date”) that
each of the Borrower and the Lender shall have delivered executed counterparts of this
Amendment and delivered by a duly authorized officer of each party thereto.




SECTION 3. Reference to and Effect on the Agreement and the Related Documents.




On and as of the Effective Date, (i) the Borrower hereby reaffirms all representations
and warranties made by it in the Agreement (as amended hereby) and agrees that all such
representations and warranties shall be deemed to have been restated as of the Effective
Date, (ii) the Borrower hereby represents and warrants that no Event of Default shall have
occurred and be continuing, and (iii) each reference in the Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any
references to the Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Agreement shall mean and be, a reference to the Agreement
as amended hereby.




SECTION 4. Governing Law.




THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.




SECTION 5. Severability.




Any provision of this Amendment held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such
illegality, invalidity or unenforceability without affecting the legality, validity or
enforceability of the remaining provisions hereof of thereof; and the illegality, invalidity or unenforceability of a particular provision in a
particular jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction.



 












 






SECTION 6. Counterparts.




This Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.



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



	 	 	 	 	 
	 	WALTER INVESTMENT
MANAGEMENT CORP.

 	 
	 	By:  	 Kimberly Perez  /s/
 	 
	 	 	Name:  	Kimberly Perez 	 
	 	 	Title:  	CEO 	 
	 
	 	WALTER ENERGY, INC.

 	 
	 	By:  	 Joseph B. Leonard /s/
 	 
	 	 	Name:  	Joseph B. Leonard 	 
	 	 	Title:  	Chief Executive Officer