exv10w33



 






EXHIBIT 10.33




NINTH OMNIBUS AMENDMENT




     THIS NINTH OMNIBUS AMENDMENT (this “Amendment”), dated as of September 29, 2005, is
entered into by and among CH FUNDING, LLC, (the “Borrower”), ATLANTIC ASSET SECURITIZATION
LLC, as an Issuer (“Atlantic”), LA FAYETTE ASSET SECURITIZATION LLC, as an Issuer (“La Fayette”), FALCON ASSET SECURITIZATION
CORPORATION, as an Issuer (“Falcon”), CALYON NEW YORK BRANCH, as the Administrative Agent
(the “Administrative Agent”), as a Bank and as a Managing Agent (“Calyon”),
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMC”), as a Bank and as a Managing Agent, U.S.
BANK NATIONAL ASSOCIATION, as the Collateral Agent (“U.S. Bank”), LLOYDS TSB BANK PLC, a
banking corporation organized under the laws of England (hereinafter, together with its successors
and assigns, “Lloyds”), as a Bank, and DHI MORTGAGE COMPANY, LTD., as the Servicer (the
“Servicer”) and as the Seller (the “Seller”). Capitalized terms used and not
otherwise defined herein are used as defined in the related Operative Documents (as defined below).



RECITALS




     WHEREAS, the Servicer, as the Seller, and the Borrower, as the Purchaser, entered into that
certain Master Repurchase Agreement and Addendum to the Master Repurchase Agreement incorporated
therein, dated as of July 9, 2002, as amended by the Omnibus Amendment, dated as of August 26,
2002, by and among the Borrower, Atlantic, the Administrative Agent, and the Servicer (the
“First Omnibus Amendment”) and the Second Omnibus Amendment, dated as of November 25, 2002,
by and among the Borrower, Atlantic, the Administrative Agent and the Servicer (the “Second
Omnibus Amendment”) (as the same may be amended, restated, supplemented or modified from time
to time, the “Repurchase Agreement”);



     WHEREAS, the Borrower, the Administrative Agent and U.S. Bank entered into that certain
Collateral Agency Agreement, dated as of July 9, 2002, as amended by the First Omnibus Amendment
and the Second Omnibus Amendment (the “Collateral Agency Agreement”);



     WHEREAS, the Borrower, as Debtor, the Administrative Agent, U.S. Bank and the Servicer entered
into that certain Security Agreement, dated as of July 9, 2002, as amended by the Third Omnibus
Amendment, dated as of April 18, 2003, by and among the Borrower, Atlantic, the Administrative
Agent and the Servicer (the “Third Omnibus Amendment”) (as the same may be amended,
restated, supplemented or modified from time to time, the “Security Agreement”);



     WHEREAS, the Borrower, Atlantic, Falcon, JPMC, Lloyds, the Administrative Agent, and the
Servicer, have entered into that certain Amended and Restated Loan Agreement, dated as of July 25,
2003, which incorporates the Loan Agreement amendments contained in the First Omnibus Amendment,
the Second Omnibus Amendment and the Third Omnibus Amendment and completely replaces and supplants
such Omnibus Amendments (as the same may be amended, restated, supplemented or modified from time
to time, the “Restated Loan Agreement”



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and, collectively with the Repurchase Agreement, the
Collateral Agency Agreement and the Security Agreement, the “Operative Documents);




     WHEREAS, the Borrower, the Administrative Agent, U.S. Bank and the Servicer have entered into
that certain Fourth Omnibus Amendment, dated as of July 25, 2003, which completely replaced and
supplanted the preceding Omnibus Amendments;



     WHEREAS, the Borrower, Calyon, U.S. Bank, JPMC, Lloyds, Danske Bank A/S, Cayman Islands Branch
(together with its successors and assigns, “Danske”), and the Servicer entered into the
Fifth Omnibus Amendment, dated as of December 22, 2003 (the “Fifth Omnibus Amendment”),
relating to certain amendments to the Operative Documents;



     WHEREAS, the Borrower, Calyon, JPMC, Lloyds, Danske, and the Servicer entered into the Sixth
Omnibus Agreement, dated as of July 7, 2004 (the “Sixth Omnibus Amendment”), relating to
certain amendments to the Operative Documents;



     WHEREAS, the Borrower, Calyon, JPMC, Lloyds, Danske, and the Servicer entered into the Seventh
Omnibus Agreement, dated as of June 29, 2005 (the “Seventh Omnibus Amendment”), relating to
certain amendments to the Operative Documents;



     WHEREAS, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the
Servicer entered into the Eighth Omnibus Agreement, dated as of September 26, 2005 (the “Eighth
Omnibus Amendment”), relating to certain amendments to the Operative Documents;



     WHEREAS, via certain assignment agreements, Danske assigned 100% of its interest to Calyon and
Calyon assigned a portion of such interest to Lloyds; and



     WHEREAS, the parties hereto desire to, among other things, increase the Issuer Facility Amount
and Maximum Facility Amount, and to further amend the Operative Documents as hereinafter set forth.



     NOW, THEREFORE, the parties agree as follows:



Section 1. Amendment to Repurchase Agreement.




       a. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced
with the following:




     “Issuer Facility Amount” means (a) with respect to Atlantic and La
Fayette, on an aggregate basis, $600,000,000 from and including September 29, 2005
to and including the Short-Term Termination Date, $500,000,000 from and including
October 15, 2005 to and including the Mid-Term Termination Date and $400,000,000
from and including November 11, 2005, and (b) with respect to Falcon, on an
aggregate basis, $100,000,000. Any reduction (or termination) of the Maximum
Facility Amount pursuant to the terms of this Agreement shall reduce ratably (or
terminate) the Issuer Facility Amount of each Issuer; provided,
however, that, any reduction of the Maximum Facility Amount pursuant to the



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terms of this Agreement up to an amount equal to the Short-Term Increased Amount on
or prior to the Short-Term Termination Date or up to the Mid-Term Increased Amount
on or prior to the Mid-Term Termination Date shall not be applied pro rata to the
Issuers and shall reduce the Issuer Facility Amount of only Atlantic and La Fayette,
on an aggregate basis.



       b. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced
with the following:




“Maximum Facility Amount” means $700,000,000.00 from and including
September 29, 2005 to and including the Short-Term Termination Date, $600,00,000
from and including October 15, 2005 to and including the Mid-Term Termination Date
and $500,000,000 from and including November 11, 2005, as such amount may be reduced
pursuant to Section 2.1(c) of the Loan Agreement.



Section 2. Amendment to Collateral Agency Agreement.




       a. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced
with the following:




“Issuer Facility Amount” means (a) with respect to Atlantic and La
Fayette, on an aggregate basis, $600,000,000 from and including September 29, 2005
to and including the Short-Term Termination Date, $500,000,000 from and including
October 15, 2005 to and including the Mid-Term Termination Date and $400,000,000
from and including November 11, 2005, and (b) with respect to Falcon, on an
aggregate basis, $100,000,000. Any reduction (or termination) of the Maximum
Facility Amount pursuant to the terms of this Agreement shall reduce ratably (or
terminate) the Issuer Facility Amount of each Issuer; provided,
however, that, any reduction of the Maximum Facility Amount pursuant to the
terms of this Agreement up to an amount equal to the Short-Term Increased Amount on
or prior to the Short-Term Termination Date or up to the Mid-Term Increased Amount
on or prior to the Mid-Term Termination Date shall not be applied pro rata to the
Issuers and shall reduce the Issuer Facility Amount of only Atlantic and La Fayette,
on an aggregate basis.



       b. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced
with the following:




“Maximum Facility Amount” means $700,000,000.00 from and including
September 29, 2005 to and including the Short-Term Termination Date, $600,00,000
from and including October 15, 2005 to and including the Mid-Term Termination Date
and $500,000,000 from and including November 11, 2005, as such amount may be reduced
pursuant to Section 2.1(c) of the Loan Agreement.”



Section 3. Amendment to Restated Loan Agreement.




       a. The definition of “Increased Principal Debt” is hereby deleted in its entirety.



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       b. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced
with the following:




     “Issuer Facility Amount” means (a) with respect to Atlantic and La
Fayette, on an aggregate basis, $600,000,000 from and including September 29, 2005
to and including the Short-Term Termination Date, $500,000,000 from and including October 15, 2005 to and including the Mid-Term Termination Date and
$400,000,000 from and including November 11, 2005, and (b) with respect to Falcon,
on an aggregate basis, $100,000,000. Any reduction (or termination) of the Maximum
Facility Amount pursuant to the terms of this Agreement shall reduce ratably (or
terminate) the Issuer Facility Amount of each Issuer; provided,
however, that, any reduction of the Maximum Facility Amount pursuant to the
terms of this Agreement up to an amount equal to the Short-Term Increased Amount on
or prior to the Short-Term Termination Date or up to the Mid-Term Increased Amount
on or prior to the Mid-Term Termination Date shall not be applied pro rata to the
Issuers and shall reduce the Issuer Facility Amount of only Atlantic and La Fayette,
on an aggregate basis.



       c. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced
with the following definition:




     “Maximum Facility Amount” means $700,000,000.00 from and including
September 29, 2005 to and including the Short-Term Termination Date, $600,00,000
from and including October 15, 2005 to and including the Mid-Term Termination Date
and $500,000,000 from and including November 11, 2005, as such amount may be reduced
pursuant to Section 2.1(c) of the Loan Agreement.”



       d. Article I is hereby amended by inserting the following two definitions immediately after
the definition of “Maximum Rate”:




     “Mid-Term Increased Amount” means an amount up to $100,000,000
advanced by Lloyds and/or its related Issuers from and including September 29, 2005
to and including the Mid-Term Termination Date.




     “Mid-Term Termination Date” means November 10, 2005.



       e. Article I is hereby amended by inserting the following two definitions immediately after
the definition of “Shipping Request”:




     “Short-Term Increased Amount” means an amount up to $100,000,000
advanced by Calyon New York and/or its related Issuers from and including September
29, 2005 to and including the Short-Term Termination Date.




     “Short-Term Termination Date” means October 14, 2005.



       f. The definition of “Temporary Increase Termination Date” is hereby deleted in its entirety.



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     g. Subparagraph (D) of Section 2.7(c)(iii) is hereby deleted in its entirety and replaced with
the following subparagraph (D):




     On each Settlement Date, (A) if the Short-Term Termination Date shall have
occurred and be continuing, an amount equal to the unpaid Short-Term Increased Amount payable to Calyon New York and/or its related Issuers shall be
paid to the Managing Agent’s Account related to Calyon New York until the
Short-Term Increased Amount owing to Calyon New York and/or its related Issuers is
reduced to zero and (B) if, after the occurrence of the Short-Term Termination Date,
the Mid-Term Termination Date shall have occurred and be continuing, an amount equal
to the unpaid Mid-Term Increased Amount payable to Lloyds and/or its related Issuers
shall be paid to the Managing Agent’s Account related to Lloyds until the Mid-Term
Increased Amount owing to Lloyds and/or its related Issuers is reduced to zero;
provided that, in each case, if the application of such amounts to the reduction of
the Short-Term Increased Amount owed to Calyon New York and/or its related Issuers
or the Mid-Term Increased Amount owed to Lloyds and/or its related Issuers would
cause a Default or an Event of Default to occur or there is otherwise an Default or
Event of Default in existence, then, instead of such application, Collections shall
be paid to each Managing Agent’s Account pro rata in proportion to the outstanding
Principal Debt (including Increased Principal Debt) owing to the Lenders in each
Group.



     h. Schedule I is hereby deleted in its entirety and replaced with Schedule I, Bank Commitments
and Percentages, attached hereto.



Section 4. Operative Documents in Full Force and Effect as Amended.




     Except as specifically amended hereby, all of the provisions of the Operative Documents and
all of the provisions of all other documentation required to be delivered with respect thereto
shall remain in full force and effect from and after the date hereof.



Section 5. Miscellaneous.




     a. This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall not constitute a novation of any Operative Document, but
shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and
conditions of each Operative Document, as amended by this Amendment, as though such terms and
conditions were set forth herein



     b. The descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or construction of any
of the provisions hereof.



     c. This Amendment may not be amended or otherwise modified except as provided in each
respective Operative Agreement.



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     d. This Amendment and the rights and obligations of the parties under this amendment shall be
governed by, and construed in accordance with, the laws of the state of New York (without giving
effect to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law, which shall apply hereto).



{Signatures appear on the following pages.}




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



	 	 	 
	BORROWER:

	 	CH FUNDING, LLC
	 
	 	 
	 

	 	By: /s/ Mark C. Winter
	 

	 	Name: Mark C. Winter
	 

	 	Title: EVP/CFO
	 
	 	 
	ADMINISTRATIVE AGENT,

BANK, AND MANAGING

AGENT:

	 	CALYON NEW YORK BRANCH
	 
	 	 
	 

	 	By: /s/ Sam Pilcer
	 

	 	Name: Sam Pilcer
	 

	 	Title: Managing Director
	 
	 	 
	 

	 	By: /s/ Anthony Brown
	 

	 	Name: Anthony Brown
	 

	 	Title: Vice President
	 
	 	 
	ISSUER:

	 	ATLANTIC ASSET SECURITIZATION LLC
	 
	 	 
	 

	 	By: Calyon New York Branch, as Attorney in Fact
	 
	 	 
	 

	 	By: /s/ Sam Pilcer
	 

	 	Name: Sam Pilcer
	 

	 	Title: Managing Director
	 
	 	 
	 

	 	By: /s/ Anthony Brown
	 

	 	Name: Anthony Brown
	 

	 	Title: Vice President






{Signatures continue on the following page.}




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	ISSUER:	 	LA FAYETTE ASSET SECURITIZATION LLC
	 
	 	 	 	 
	 

	 	By:
	 	Calyon New York Branch, as Attorney in Fact
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Sam Pilcer
	 

	 	Name:
	 	Sam Pilcer
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anthony Brown
	 

	 	Name:
	 	Anthony Brown
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	SELLER AND SERVICER:	 	DHI MORTGAGE COMPANY, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	DHI Mortgage Company GP, Inc., formerly known as

CH Mortgage Company GP, Inc., its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark C. Winter
	 

	 	Name:
	 	Mark C. Winter
	 

	 	Title:
	 	EVP/CFO
	 
	 	 	 	 
	BANK AND

MANAGING AGENT:	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jill T. Lane
	 

	 	Name:
	 	Jill T. Lane
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	ISSUER:	 	FALCON ASSET SECURITIZATION CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jill T. Lane
	 

	 	Name:
	 	Jill T. Lane
	 

	 	Title:
	 	Authorized Signatory






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	BANK:	 	LLOYDS TSB BANK PLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ian Dimmock
	 

	 	Name:
	 	Ian Dimmock
	 

	 	Title:
	 	Vice President
	 

	 	 	 	Structured Finance D080
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michelle White
	 

	 	Name:
	 	Michelle White
	 

	 	Title:
	 	Assistant Vice President
	 

	 	 	 	Structured Finance W 154
	 
	 	 	 	 
	COLLATERAL AGENT:	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen Connor
	 

	 	Name:
	 	Kathleen Connor
	 

	 	Title:
	 	V.P.






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SCHEDULE I




BANK COMMITMENTS AND PERCENTAGES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Bank	 	 
	 	 	 	 	 	 	Bank	 	Commitment	 	Group Bank
	Bank	 	Commitment	 	Percentage	 	Percentage
	CALYON NEW YORK BRANCH	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	•
	 	From
and including
September 29,
2005 to and
including
October 14,
2005
	 	$	400,000,000	 	 	 	54.1429	%	 	 	66.6667	%
	 

	 	•
	 	From
and including
October 15,
2005 to and
including
November 10,
2005
	 	$	333,333,333	 	 	 	55.5555	%	 	 	66.6667	%
	 

	 	•
	 	From
and including
November 11,
2005
	 	$	300,000,000	 	 	 	60.0000	%	 	 	75.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LLOYDS TSB BANK PLC	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	•
	 	From
and including
September 29,
2005 to and
including
October 14,
2005
	 	$	200,000,000	 	 	 	28.5714	%	 	 	33.3333	%
	 

	 	•
	 	From
and including
October 15,
2005 to and
including
November 10,
2005 `
	 	$	166,666,667	 	 	 	27.7778	%	 	 	33.3333	%
	 

	 	•
	 	From
and including
November 11,
2005
	 	$	100,000,000	 	 	 	20.0000	%	 	 	 25.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	•
	 	From
and including
September 29,
2005 to and
including
October 14,
2005
	 	$	100,000,000	 	 	 	14.2857	%	 	 	100.00	%
	 

	 	•
	 	From
and including
October 15,
2005 to and
including
November 10,
2005
	 	$	100,000,000	 	 	 	16.6667	%	 	 	100.00	%
	 

	 	•
	 	From
and including
November 11,
2005
	 	$	100,000,000	 	 	 	20.0000	%	 	 	100.00	%