exv10w2



 







EXHIBIT 10.2




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




          This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and
entered into as of June 23, 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 and by a Second Amendment to Amended and Restated Credit Agreement dated as
of April 8, 2005 (as amended, the “Credit Agreement”); and



          2. The Borrower desires to increase the Aggregate Commitment Amount under the Credit Agreement
under the provisions of Section 10.11(d) and to make other changes to certain provisions of the
Credit Agreement and the Agent 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 following new definitions are added to Section 1.01 of the Credit Agreement in
appropriate alphabetical order:



     “Uncovered Mortgage Loans” means Eligible Mortgage Loans that are in the process of
being bundled for sale with other similar Mortgage Loans, that are secured by a second Mortgage on
the property covered thereby (including HELOC Mortgage Loans) or are Subprime Mortgage Loans, that
are in each case not covered by a Take-Out Commitment.



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




     2.2 The following new Section 5.16 is added to the Credit Agreement:



 









 






          Section 5.16 Closing Procedures. The Borrower will provide closing
instructions to each Closing Agent (as defined in the Amended and Restated Pledge and
Security Agreement) which (a) require, in connection with the Mortgage Loans tablefunded by
the Borrower, that (i) the Mortgage Note evidencing each such Mortgage Loan shall be
endorsed to the Borrower, (ii) the assignment of the applicable Mortgage to the Borrower
shall be recorded simultaneously with but separate from the related Mortgage and (iii) the
Mortgage Note evidencing each such Mortgage Loan and other related loan documents shall be
delivered to the Borrower promptly upon the closing of such Mortgage Loan, and (b) in the
case of Mortgage Loans funded by a wire transfer of funds in accordance with Section
4.01(b)(i) of the Amended and Restated Pledge and Security Agreement, contain a statement
substantially in the form set forth in Exhibit G. The Borrower shall review for accuracy
and completeness each Mortgage Note, Mortgage, assignment and other document evidencing or
securing each Mortgage Loan originated or purchased by the Borrower.




     2.3 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.




     2.4 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.




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




     2.6 Exhibit G hereto is added to the Credit Agreement as Exhibit G.



          Section 3. Effectiveness of Amendments. The amendments contained in this Amendment
shall become effective on June 23, 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
Certificate of Limited Partnership or limited partnership 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 (or, in the alternative, certifying copies of amendments to the same),
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 C. Winter
	 
	 	 
	 

	 	Title: CFO/EVP






STATE OF TEXAS




COUNTY OF TRAVIS



On this the 22 day of June, 2005, personally appeared Mark C. Winter, as CFO/EVP
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
	 

	 	(Print, Type or Stamp Commissioned Name of Notary Public)
	 

	 	Personally known___; OR Produced Identification___
	 

	 	Type of ID produced____________
	 
	 	 
	 

	 	               (NOTARIAL SEAL)






 









 






	 	 	 	 	 	 	 
	AGENT & LENDER:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen Connor	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Kathleen Connor

     Vice President	 	 






(USB Signature Page Third Amendment)






 









 








	 	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Marr	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robert W. Marr	 	 
	 

	 	 	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK OF KENTUCKY
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry W. Johnson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jerry W. Johnson	 	 
	 	 	Title: Executive Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	COLONIAL BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Amy Nunneley	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Amy Nunneley

Senior Vice President	 	 






STATE OF ALABAMA

COUNTY OF JEFFERSON




On this the 22 day of June, 2005, personally appeared Amy J. Nunneley, as
Senior Vice Pres. 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/ Mary Katherine Jackson
	 

	 	 
	 

	 	Signature of Notary Public, State of Alabama
	 
	 	 
	 

	 	Mary Katherine Jackson
	 

	 	 
	 

	 	(Print, Type or Stamp Commissioned Name of Notary Public)
	 
	 	 
	 

	 	Personally known X; OR Produced Identification___
	 

	 	Type of ID produced__________________
	 
	 	 
	 

	 	(NOTARIAL SEAL)






 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Carolyn Warren	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Carolyn Warren

Senior Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BNP PARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Tebeaux	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jeff Tebeaux	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Henry Setina	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Henry Setina	 	 
	 

	 	 	 	Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	WASHINGTON MUTUAL BANK, FA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cyndi R. Lopez	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Cyndi R. 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) If such Mortgage Loan is an Uncovered Mortgage Loan, the Collateral Value of
such Mortgage Loan when added to the Collateral Value of all Mortgage Loans that are
Uncovered Mortgage Loans does not exceed the Uncovered Mortgage Loan Sublimit;




     (xviii) Such Mortgage Loan has not been included in the Borrowing Base for more than
(A) thirty (30) days, if such Mortgage Loan is an Uncovered Mortgage Loan, (B) ninety (90)
days, if such Mortgage Loan is a Nonconforming Mortgage Loan or a HELOC Mortgage Loan
(excluding HELOC Mortgage Loans that are Uncovered Mortgage Loans), (C) one hundred twenty
(120) days, if such Mortgage Loan is a Jumbo Mortgage Loan, (D) one hundred twenty (120)
days, if such Mortgage Loan is a Conforming Mortgage Loan, Conforming Non-Agency Mortgage
Loan or (E) three hundred sixty (360) days, if such Mortgage Loan is an Aged Loan;




     (xviii) Unless such Mortgage Loan is an Uncovered Mortgage Loan, 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 5




COMMITMENT AMOUNTS AND PERCENTAGE SHARES




From June 23, 2005 to October 31, 2005




	 	 	 	 	 	 	 	 	 
	 	 	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
	 			 	 	 		
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	$	450,000,000	 	 	 	100	%






From and after October 31, 2005




	 	 	 	 	 	 	 	 	 
	 	 	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
	 			 	 	 		
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	$	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:



Collateral Value




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(a)	 	Pledged Mortgage Loan	 	 	 	 	 	 	 	 	$	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Conforming Mortgage Loans
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Conforming Non-Agency Loans
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Nonconforming Mortgage Loans
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Jumbo Mortgage Loans
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	HELOC Mortgage Loans
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Aged Loans
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Uncovered Mortgage Loans
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





               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;	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Jumbo Mortgage Loans — 120 days
or more since origination or
acquisition $___	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Nonconforming Mortgage Loans — 90 days or
more since origination or acquisition $___	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	HELOC 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)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Uncovered Mortgage Loans-30 days or	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	more since origination or acquisition $___	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Collateral Document not returned (19 days)
	 	 	$	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	In default (one full reporting period)
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 $___	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Uncovered Mortgage Loans in excess
of applicable sublimit $___	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Not marketable
	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Agent does not have perfected, first
priority security interest
	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Other ineligible
	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(c)
	 	Eligible Mortgage Loans ((a) — (b))
	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(d)
	 	2% of (c)
	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(e)
	 	5% of loans included in Aged Loan Sublimit
and included in Borrowing Base more than 120 days
	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(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 G TO Third Amendment

and to Credit Agreement




Statement to be included in Closing Instructions



to Closing Agents for Wet Funded Loans




     “You are hereby notified that U.S. Bank National Association (the “Bank”) as agent for various
lenders, has a security interest in the deed of trust or mortgage note, the deed of trust or
mortgage and all other supporting documents for the above-referenced loan. Unless the Bank
otherwise instructs you, (i) if the mortgage loan is not funded within two (2) business days after
your receipt of funds from the Bank, said funds are to be returned by you to: U.S. Bank National
Association, Minneapolis, Minnesota, ABA No. 091000022 for credit to our Funding and Settlement
Account No. 104756234365, and (ii) all loan documents are to be returned to us by the second
business day after settlement.