exv10w32



 






EXHIBIT 10.32




EIGHTH OMNIBUS AMENDMENT




     THIS EIGHTH OMNIBUS AMENDMENT (this “Amendment”), dated as of September 26, 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, Bank One, 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” and, collectively
with the Repurchase Agreement, the Collateral Agency Agreement and the Security Agreement, the
“Operative Documents);



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     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, Bank One, 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, Bank One, 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, Bank One, 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, 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, $500,000,000 from and including September 26, 2005
to and including November 10, 2005, 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
$100,000,000 on or prior to November 10, 2005 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 $600,000,000.00 from and including
September 26, 2005 to and including November 10, 2005 and $500,000,000 from



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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, $500,000,000 from and including September 26, 2005
to and including November 10, 2005 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
$100,000,000 on or prior to November 10, 2005 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 $600,000,000.00 from and including
September 26, 2005 to and including November 10, 2005 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 “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, $500,000,000 from and including September 26, 2005
to and including November 10, 2005 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
$100,000,000 on or prior to November 10, 2005 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:



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     “Maximum Facility Amount” means $600,000,000.00 from and including
September 26, 2005 to and including November 10, 2005 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.”



       c. Article I is hereby amended by inserting the following definition immediately after the
definition of “HUD”:




     “Increased Principal Debt” means an amount up to $100,000,000 advanced
by Calyon New York and/or its related Issuers from and including September 26, 2005
to and including November 10, 2005.



       d. Article I is hereby amended by inserting the following definition immediately after the
definition of “Take-Out Commitment Master Agreement”:




     “Temporary Increase Termination Date” means November 10, 2005.



       e. Section 2.7(c)(iii) is hereby amended by inserting the following subclause (D) immediately
after subclause (C) therein:




     On each Settlement Date, if the Temporary Increase Termination Date shall have
occurred and be continuing, an amount equal to the unpaid Increased Principal Debt
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 Increased Principal Debt owing
to Calyon New York and/or its related Issuers is reduced to zero; provided that, if
the application of such amounts to the reduction of the Increased Principal Debt
owed to Calyon New York and/or its related Issuers would cause a Default or an Event
of Default to occur or there is otherwise a 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.



       f. Section 2.7(c)(iii) is hereby amended by re-numbering the existing subclauses (D), (E),
(F), (G) and (H) as subclauses (E), (F), (G), (H) and (I), respectively.



       g. In Section 2.7(c)(iii)(E), the words “this subparagraph 2.7(c)(iii)(E)”are hereby deleted
and replaced with the words “this subparagraph 2.7(c)(iii)(F)” and the words “Sections
2.7(c)(iii)(A) through (D)” are hereby deleted and replaced with “Sections
2.7(c)(iii)(A) through (E)”.



       h. Section 2.7(c)(iv)(F) is hereby amended by deleting the section reference therein and
replacing it with “Section 2.7(c)(iii)(F)”.



       i. Section 2.7(c)(iii)(G) is hereby amended by deleting “(E)” therein and replacing it with
“(F)”.



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     j. 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.



     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: VP/CFO
	 
	 	 
	ADMINISTRATIVE AGENT,

BANK, AND MANAGING

AGENT:

	 	CALYON NEW YORK BRANCH 
	 

	 	By: /s/ Kostantina Kourmpetis
	 

	 	Name: Kostantina Kourmpetis
	 

	 	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/ Kostantina Kourmpetis
	 

	 	Name: Kostantina Kourmpetis
	 

	 	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/ Kostantina Kourmpetis
	 

	 	Name:
	 	Kostantina Kourmpetis
	 

	 	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:
	 	CFO/EVP
	 
	 	 	 	 
	COLLATERAL AGENT:	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen M. Connor
	 

	 	Name:
	 	Kathleen M. Connor
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	BANK AND MANAGING AGENT:	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jill T. Lane
	 

	 	Name:
	 	Jill T. Lane
	 

	 	Title:
	 	Vice President






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	ISSUER:	 	FALCON ASSET SECURITIZATION CORPORATION
	 
	 	 	 	 
	 

	 	By:
	/s/ Jill T. Lane
	 

	 	Name:
	Jill T. Lane
	 

	 	Title:
	Authorized Signatory
	 
	 	 	 	 
	BANK:	 	LLOYDS TSB BANK PLC
	 
	 	 	 	 
	 

	 	By:
	/s/ Ian Dimmock
	 

	 	Name:
	Ian Dimmock
	 

	 	Title:
	Vice President
	 	 	Structured Finance D080
	 
	 	 	 	 
	 

	 	By:
	/s/ Amy Vespasiano
	 

	 	Name:
	 	Amy Vespasiano
	 

	 	Title:
	 	Director
	 	 	Structured Finance V024






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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 26,
2005 to and
including
November 10,
2005
	 	$	400,000,000	 	 	 	66.6670	%	 	 	80.00	%
	 

	 	•
	 	From
and including
November 11,
2005
	 	$	300,000,000	 	 	 	60.00	%	 	 	75.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LLOYDS TSB BANK PLC	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	•
	 	From
and including
September 26,
2005 to and
including
November 10,
2005
	 	$	100,000,000	 	 	 	16.6665	%	 	 	20.00	%
	 

	 	•
	 	From
and including
November 11,
2005
	 	$	100,000,000	 	 	 	20.00	%	 	 	25.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	•
	 	From
and including
September 26,
2005 to and
including
November 10,
2005
	 	$	100,000,000	 	 	 	16.6665	%	 	 	 100.00	%
	 

	 	•
	 	From
and including
November 11,
2005
	 	$	100,000,000	 	 	 	 20.00	%	 	 	 100.00	%