exv10w1





Exhibit 10.1




SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT




THIS SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of June 29,
2011, is by and between DHI Mortgage Company, Ltd., a Texas limited partnership (the “Seller”), and
U.S. Bank National Association, a national banking association, as a Buyer, as Administrative
Agent, and as Syndication Agent (“U.S. Bank”).



RECITALS




A. The Seller and U.S. Bank are parties to that certain Master Repurchase Agreement, dated as
of March 27, 2008, as amended by a First Amendment to Master Repurchase Agreement, dated as of
March 5, 2009, a Second Amendment to Master Repurchase Agreement, dated as of September 23, 2009, a
Third Amendment to Master Repurchase Agreement, dated as of March 4, 2010, a Fourth Amendment to
Master Repurchase Agreement, dated as of July 30, 2010 and a Fifth Amendment to Master Repurchase
Agreement dated as of March 4, 2011 (as amended, the “Repurchase Agreement”).




B. The Seller and U.S. Bank 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 Committed Sum. Schedule BC to the Repurchase Agreement is amended and restated in
its entirety to read as set forth on Exhibit A.



2.2 Approved Investors. Schedule AI to the Repurchase Agreement is amended and
restated in its entirety to read as set forth on Exhibit B.



Section 3. Conditions Precedent. This Amendment shall become effective as of the date
first above written upon delivery by the Seller of, and compliance by the Seller with, the
following:




3.1 This Amendment duly executed by the Seller and U.S. Bank.



3.2 Original resolutions of the Seller’s general partner’s board of directors, certified as of
the date of this Amendment by the Seller’s general partner’s corporate secretary, assistant
secretary, or other authorized officer, authorizing the execution, delivery, and performance by
the Seller of this Amendment and all other documents and instruments to be delivered by the
Seller pursuant to this Amendment (the “Amendment Documents”).


 


 









 





3.3 A certificate of the Seller’s general partner’s corporate secretary, assistant secretary,
or other authorized officer as to (i) the incumbency of the Seller’s officers executing this
Amendment and all other Amendment Documents executed or to be executed by or on behalf of the
Seller and (ii) the authenticity of such officers’ signatures, specimens of which shall be included
in such certificate or set forth on an exhibit attached to it (U.S. Bank shall be entitled to rely
on that certificate until the Seller has furnished a new certificate to U.S. Bank).



3.4 Seller shall have paid to U.S. Bank a closing fee in the amount of $15,000. For the
avoidance of doubt, this fee is in addition to and not in lieu of the Facility Fee payable under
the Repurchase Agreement.



3.5 Such other documents as U.S. Bank may reasonably request.



Section 4. Miscellaneous.



4.1 Ratifications. The terms and provisions set forth in this Amendment shall modify
and supersede all terms and provisions set forth in the Repurchase Agreement and the other
Repurchase Documents that are inconsistent with this Amendment, and the terms and provisions of the
Repurchase Agreement and each other Repurchase Document 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, U.S. Bank, and their respective successors and assigns, except that the
Seller may not assign or transfer any of its rights or obligations hereunder without U.S. Bank’s
prior written consent.


 


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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.



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.



[The next page is the signature page.]



 


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IN WITNESS WHEREOF the parties have caused this Fourth Amendment to Master Repurchase
Agreement to be executed as of the date first set forth above.



	 	 	 	 	 
	 	The Seller:



DHI MORTGAGE COMPANY, LTD.

 	 
	 	By:  	DHI Mortgage Company, GP, Inc.,
 	 
	 	 	its General Partner 	 
	 	 	 	 	 
	 	By:  	                                               /s/ Mark C. Winter
 	 
	 	 	Name:  	Mark C. Winter 	 
	 	 	Title:  	CFO/EVP 	 
	 
	 	The Buyer, the Administrative Agent, and the

Syndication Agent:



U.S. BANK NATIONAL ASSOCIATION

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




[Signature Page to Sixth Amendment to Master Repurchase Agreement]





 


 









 







EXHIBIT A




SCHEDULE BC

TO MASTER REPURCHASE AGREEMENT




THE BUYERS’ COMMITTED SUMS

(IN DOLLARS)




	 	 	 
	Buyer	 	Committed Sum
	 
	 	 
	U.S. Bank National Association

	 	From June 29, 2011 through
	 

	 	October 20, 2011:
	 

	 	$150,000,000
	 
	 	 
	 

	 	 at all other times:
	 

	 	$100,000,000







 


 









 







EXHIBIT B




SCHEDULE AI




APPROVED INVESTORS




	 	 	 	 	 	 	 	 	 
	Approved Investors List
	as of 06/29/2011
	 	 	 	 	 	 	Related Parent	 	 
	 	 	S&P CP	 	Moody’s	 	Company Carrying	 	 
	Investor	 	Rating	 	CP Rating	 	CP Rating	 	Product Eligibility
	Alabama Housing Finance Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	Bank of America, N.A.

	 	A-1
	 	P-1
	 	Bank of America Corp.
	 	Conf/Non-Conf
	California Housing Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	Charter Bank

	 	N/A
	 	N/A
	 	 	 	Conf
	Chase Home Equity

	 	A-1
	 	P-1
	 	JPMorgan Chase & Co.
	 	Conf/Non-Conf
	Citimortgage, Inc.

	 	A-1
	 	P-1
	 	Citibank, NA
	 	Conf/Non-Conf
	Colorado Housing and Finance Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	Federal Home Loan Mortgage Corporation

	 	A-1
	 	P-1
	 	 	 	Conf
	Federal National Mortgage Association

	 	A-1
	 	P-1
	 	 	 	Conf
	Georgia Housing and Finance Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	JPMorgan Chase Bank, N.A.

	 	A-1
	 	P-1
	 	JPMorgan Chase & Co.
	 	Conf/Non-Conf
	Marsh Associates, Inc.

	 	N/A
	 	N/A
	 	 	 	Conf
	Minnesota Housing Finance Agency

	 	N/A
	 	N/A
	 	 	 	Conf
	New Mexico Housing Finance Authority

	 	N/A
	 	N/A
	 	 	 	Conf
	North Carolina Housing Finance

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

	 	N/A
	 	N/A
	 	 	 	Conf.
	South Carolina State Housing Finance

	 	N/A
	 	N/A
	 	 	 	Conf
	Standard Mortgage Corporation

	 	N/A
	 	N/A
	 	 	 	Conf
	US Bank, N.A.

	 	A-1
	 	P-1
	 	US Bancorp
	 	Conf/Non-Conf
	Washington State Housing Finance Commission

	 	N/A
	 	N/A
	 	 	 	Conf
	Wells Fargo Bank, N.A.

	 	A-1
	 	P-1
	 	Wells Fargo & Company
	 	Conf/Non-Conf