exv10w1



 




Exhibit 10.1




FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT AND TO SECOND AMENDED AND RESTATED PLEDGE AND

SECURITY AGREEMENT




This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND TO SECOND AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT (this “Amendment”), made and entered into as of March 30,
2007, is by and between DHI Mortgage Company, Ltd., a Texas limited partnership (the “Borrower”),
and U.S. Bank National Association, as agent (“Agent” and sometimes, “U.S. Bank”), JPMorgan Chase
Bank, N.A., as syndication agent (“Syndication Agent”), and the Lenders referred to below
(collectively with the Agent and the Syndication Agent, the “Lenders”), and Lloyds TSB Bank plc, an
English banking corporation (the “New Lender”).



RECITALS




1. The Lenders and the Borrower entered into a Second Amended and Restated Credit Agreement
dated as of April 7, 2006 (as amended, the “Credit Agreement”) and a Second Amended and Restated
Pledge and Security Agreement dated as of April 7, 2006 (as amended, the “Pledge and Security
Agreement”); and



2. The Borrower desires to change certain provisions of the Credit Agreement, to extend the
Drawdown Termination Date, to add a new lender pursuant to the provisions of Section 10.11(d), and
to make certain other changes therein, and to change certain provisions of the Pledge and Security
Agreement 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. Concerning New Lender.




2.1 Addition of New Lender. Subject to Section 4 hereof upon and after the
Effective Date (defined below), the New Lender hereby assumes, adopts and agrees to become a
party, as a Lender, to the Credit Agreement and to each other Loan Document to which the
Lenders are parties and for all purposes thereof, with a Commitment Amount as stated in the
amended Schedule 5 to the Credit Agreement attached hereto as Schedule 5, and the parties
hereto, other than the New Lender, acknowledge and consent to such actions by the New
Lender. Upon and after the Effective Date, the New Lender shall be a Lender under the Credit Agreement and the other Loan Documents to which the
Lenders are parties and shall have all of the rights, privileges and benefits of a Lender
under the Credit Agreement and the other Loan Documents, and all of the duties of a Lender
thereunder, in each case as if the New Lender had been initially a party to the Credit
Agreement. Upon the Effective Date (defined below), the New Lender shall make Loans as
calculated by the Agent so that its outstanding Loans are equal to its respective Percentage
Share of all Loans outstanding on such date and the Agent shall distribute the proceeds of
such Loans to the other Lenders in accordance with their Percentage Share of all Loans
outstanding on the Effective Date, in each case after giving effect to this Amendment, but
prior to any additional Loans requested by the Company to be made on the Effective Date.



 


 









 








2.2 Interest and Fees. From and after the Effective Date, all interest, all
Balances Deficiency Fees and all Facility Fees accrued under the Credit Agreement for the
billing period in which the Effective Date falls shall be paid to the Agent as provided in
the Credit Agreement, and distributed by the Agent (A) with respect to amounts accrued
before the Effective Date, to the Lenders (other than the New Lender) and (B) with respect
to amounts accrued on or after the Effective Date, to the Lenders (including the New
Lender) in accordance with the terms of the Credit Agreement.




2.3 Copies of Loan Documents. The Agent represents and warrants to the New
Lender that the copies of the current versions of the Loan Documents and the related
agreements, certificates, and opinion letters previously delivered to the New Lender are
true and correct copies of the Loan Documents and related agreements, certificates, and
opinion letters executed by and/or delivered in connection with the closing of the credit
facilities contemplated by the Credit Agreement, other than the letter agreement described
in Section 2.05(b) of the Credit Agreement.




2.4 No Representation or Warranty by Lenders. The New Lender agrees and
acknowledges that none of the other Lenders nor the Agent (a) make any representation or
warranty and assume no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any of the Loan Documents or
any other instrument or document furnished pursuant thereto and (b) make any representation
or warranty and assume no responsibility with respect to the financial condition of any
Borrower, or the performance or observance by any Borrower or any other Person of any of
their respective obligations under the Loan Documents or any other instrument or document
furnished pursuant thereto.




2.5 No Reliance By New Lender. The New Lender (a) confirms to each other
Lender and the Agent that it has received a copy of the Loan Documents together with such
other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Amendment; and (b) acknowledges that it has, independently
and without reliance upon the Agent or any other Lender and instead in reliance upon its own
review of such documents and information as such New Lender deems appropriate, made its own
credit analysis and decision to enter into this Amendment and the Loan Documents and agrees
that it will, independently and without
reliance upon the Agent or any other Lender, and based on such documents and
information as such New Lender shall deem appropriate at the time, continue to make its own
credit decision in taking or not taking action under the Loan Documents.


 


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Section 3. Amendments to Credit Agreement. The Credit Agreement is hereby amended as
follows:




3.1 The definitions of “Aged Loans”, “Change of Control”, “Collateral Value”, “Drawdown
Termination Date”, “Hedge Report”, “Nonconforming Mortgage Loan”, “Subprime Sublimit”, “UCC”
and “Wet Warehousing Sublimit” are amended in their entireties to read as follows:



“Aged Loans” means Mortgage Loans outstanding for more than (i) 90 days if such
Mortgage Loans are Nonconforming Mortgage Loans, Super Jumbo Mortgage Loans or HELOC Mortgage
Loans, and (ii) 120 days for all other types of Mortgage Loans, and, in all cases, less than 360
days (and in all cases excluding Underperforming Mortgage Loans and Aged Underperforming Mortgage
Loans).



“Change of Control” means the occurrence of the Parent not owning, directly or
indirectly, (1) a majority of the issued and outstanding ownership interests of the Company or (2)
a controlling interest in any other Borrower.




“Collateral Value” means:



(a) except as otherwise provided in (b) or (c) below and thus specifically excluding the
categories of Eligible Mortgage Loans described in (b) and (c) below, the following percentage with
respect to each category of Eligible Mortgage Loan that is included in the Borrowing Base:



(i) ninety-eight percent (98%) for all categories of Eligible Mortgage Loans not otherwise
listed in (ii) and (iii) of this subsection (a) of this definition; (ii) ninety-seven percent (97%)
for each Eligible Mortgage Loan that is a Super Jumbo Mortgage Loan or an Uncovered Mortgage Loan;
and (iii) ninety-five percent (95%) for each Eligible Mortgage Loan that is included in the
Borrowing Base and that is an Aged Loan that is outstanding for more than 120 days (90 days in the
case of Nonconforming Mortgage Loans, Super Jumbo Mortgage Loans and HELOC Mortgage Loans); in each
case such percentage shall be applied to the least of: (A) the outstanding principal balance of
the Mortgage Note for such Eligible Mortgage Loan; (B) the amount at which an Investor has
committed to purchase the Eligible Mortgage Loan pursuant to a Take-out Commitment or the weighted
average commitment price under the applicable Take-Out Commitment (excluding from the commitment
price any stated servicing release premium); or (C) the weighted average purchase price for such
Eligible Mortgage Loan pursuant to any Hedging Agreement as determined pursuant to the weekly Hedge
Report provided by the Company to the Agent regarding Mortgage Loans to be purchased pursuant to a
Hedging Agreement; provided that, the Agent or the Syndication Agent may exercise their right, at
any time, to mark to market any one or more Mortgage Loans and the Collateral Value of such
Mortgage Loans shall be the lesser of (x) the Collateral Value determined above, or (y) 97% of the
Market Value as determined by the Agent or the Syndication Agent when marking such Mortgage Loans
to market, or


 


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(b) (i) ninety-five percent (95%) of the amount otherwise determined in (a) above, for any
category of Mortgage Loan that is shipped by the Agent to a permanent investor for purchase or to a
custodian for the formation of a pool if the full purchase price therefore has not been received by
the Agent within 45 days of the date of shipment and for up to 90 days from the date of shipment,
(ii) ninety percent (90%) of the amount otherwise determined in (a) above for all categories of
Mortgage Loans so shipped by the Agent and for which full payment has not been received within 90
days from the date of shipment and for up to 120 days from the date of shipment and (iii) zero
percent (0%) of the amount otherwise determined in (a) above for all categories of Mortgage Loans
so shipped by the Agent and for which full payment has not been received within 120 days of
shipment, or



(c) fifty-five percent (55%) of the unpaid principal balance for Underperforming Mortgage
Loans, and fifty-five percent (55%) of the lesser of (i) the unpaid principal balance or (ii) the
most recent BPO Value for properties that are Aged Underperforming Mortgage Loans.



“Drawdown Termination Date”: means the earlier of March 28, 2008, or the day on which
the Notes first become due and payable in full.



“Hedge Report”: A report substantially in the form of Exhibit H-1, H-2 or H-3 hereto
submitted pursuant to Section 5.01(h) hereof with respect to any Mortgage Loans included in
Eligible Mortgage Loans that are subject to a Hedging Agreement which shows as of the close of
business on the previous Business Day, all Hedging Agreements with respect to such Eligible
Mortgage Loans and includes, in addition to the information with respect to such Hedging Agreements
set out on Exhibit H-1, H-2 or H-3, as applicable, such other information as the Agent may request.
For purposes of determining the weighted average price (expressed as a percentage of par) that
Approved Investors are obligated to pay, pursuant to Hedging Agreements, for all Eligible Mortgage
Loans, as shown on the most recent applicable Hedge Report (and any adjustments made by the Agent,
for purposes of calculating the related Collateral Value, with respect to Mortgage Loans that
subsequently were covered by loan specific Take-Out Commitments) in determining the weighted
average purchase price for making any adjustments as referenced above, the Agent shall, with
respect to the Alt-A Portfolio Profile reported on Exhibit H-1, use the value that is the
“Portfolio Total” with respect to the column “Market under “Alt-A Portfolio Profile in Exhibit H-1,
with respect to Conforming Mortgage Loans, use the value that is the “Total” with respect to the
column “Value” under “Portfolio Hedge Position — Market Value Analysis” in Exhibit H-3, and with
respect to Mortgage Loans with investor code 8751, use the value that is the “Hedge Portfolio
Total” with respect to the column “Market” under “Builder Hedge Portfolio” in the Builder Forward
Portfolio Report, Exhibit H-2.



“Nonconforming Mortgage Loan” means a Mortgage Loan that (a) is neither a Conforming
Mortgage Loan nor a Jumbo Mortgage Loan nor a Super Jumbo Mortgage Loan, (b) generally meets
Standard & Poor’s Ratings Group (a division of McGraw Hill, Inc.) underwriting guidelines for
Subprime Mortgage Loans, (c) has a FICO score equal to or in excess of the requirements of the
Investor under the applicable Take-Out Commitment for such Mortgage Loan, (d) has a combined
loan-to-value ratio of not more than 100%, and (e) has a face amount of no more than $100,000, in
the case of a HELOC Mortgage Loan (except for a
HELOC Mortgage Loan in California, in which case the face amount shall be no more than
$500,000), and no more than $400,000, in the case of any other Mortgage Loan except for Alt A
Mortgage Loans and Forty Year Mortgage Loans (which are subject to the limitations on amount set
forth in the definition of such respective categories of Mortgage Loans).


 


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“Subprime Sublimit”: means seventeen and one-half percent (17.5%) of the Aggregate
Commitment Amounts.



“UCC” means the New York Uniform Commercial Code, as the same may hereafter be
amended.



“Wet Warehousing Sublimit”: means (i) fifty-five percent (55%) of the Aggregate
Commitment Amounts for the last four Business Days of each calendar month and the first four
Business Days in the next succeeding calendar month (increasing to sixty-five percent (65%) for the
last two Business Days in any calendar quarter and the first Business Day of the next succeeding
calendar quarter) and (ii) thirty percent (30%) of the Aggregate Commitment Amounts at any other
time.



The definitions of “Forty/Thirty Year Mortgage Loans” and “Forty/Thirty Year Sublimit” are
deleted from the Credit Agreement.



The following new definitions are added to Section 1.01 of the Credit Agreement in appropriate
alphabetical order:



“Aged Underperforming Mortgage Loan”: means a Mortgage Loan that otherwise would be
an Underperforming Mortgage Loan that is (i) delinquent for a period in excess of 90 days
(including REO Property) or (ii) is in the process of foreclosure.



“Aged Underperforming Mortgage Loan Sublimit”: means 20% of the Underperforming
Mortgage Loan Sublimit up to a maximum of 2% of the Aggregate Warehousing Commitments.



“BPO Value”: means, with respect to the real property securing a Mortgage Loan, the
lowest fair market value for such real property and the improvements thereon as set forth in an
opinion of a real estate broker acceptable to Agent in its sole discretion as to the value of such
real property and improvements if sold within a 60 day marketing period. Each such broker price
opinion must be written by a real estate broker with substantial experience in the purchase and
sale of similar properties in the local area in which the real property and improvements to be
valued are located and be as of a date not more than 90 days prior to the date of the related Loan
against such property.



“Forty Year Mortgage Loans” means Mortgage Loans that are the subject of a Hedging
Agreement or a Takeout Commitment and that would be Conforming Mortgage Loans except that the loan
amortizes over a period greater than 30 years but not to exceed 40 years with a maturity date of
not greater than 40 years, where such Mortgage Loan does not exceed $1,000,000 and the mortgagor
thereunder has a FICO score of no less than 620.



“Forty Year Sublimit”: means 20% of the Aggregate Commitment Amounts.


 


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“REO Property”: means an improved real property on which is located a 1 to 4 family
residence that previously secured an Underperforming Mortgage Loan on which a Loan had been made
that is now owned by a Borrower that was acquired by such Borrower through foreclosure of the
Mortgage on such property or by acceptance of a deed in lieu of foreclosure and that is subject to
a mortgage from the Borrower in favor of the Agent.



“Underperforming Mortgage Loan”: means a Mortgage Loan that is delinquent more than
30 days and up to and including 90 days or a Mortgage Loan repurchased from an Approved Investor or
a Mortgage Loan that covered a property that is now an REO Property and with respect to Mortgage
Loans repurchased from an Approved Investor or that covered property that is now an REO Property,
such Mortgage Loan was originally warehoused under this Agreement and was never warehoused under
any other warehousing or repurchase facility (other than the initial pledge of Underperforming
Mortgage Loans listed in Schedule X.).



“Underperforming Mortgage Loan Sublimit”: means 10% of the Aggregate Commitment
Amounts.




3.2 Global Change. All references in the Credit Agreement to Forty/Thirty Year
Mortgage Loans are changed to references to Forty Year Mortgage Loans and all references in
the Credit Agreement to Forty/Thirty Year Sublimit are changed to Forty Year Sublimit.




3.3 Section 2.07(a) of the Credit Agreement is amended in its entirety to read as
follows:



(a) first, for the payment of all Obligations which are then due, and if such money is
insufficient to pay all such Obligations, (i) first to any reimbursements due Agent under
Section5.05, (ii) second, to the payment of any Swingline Loans then outstanding, (iii) third, to
the payment of interest then due on the Loans, (iv) fourth, to the payment of the Loans then due,
and (v) then to the partial payment of all other Obligations then due in proportion to the amounts
thereof, or as Lenders shall otherwise agree;




3.4 Section 7.01 of the Credit Agreement is amended in its entirety to read as follows:



7.01 Nature of Event. An Event of Default shall exist if any one or more of the following
occurs:



(a) The Company and the applicable Co-Borrowers fail to make any payment of (i) principal on
any Note on the Drawdown Termination Date, (ii) except as provided in immediately preceding clause
(i), principal on any Note in accordance with Section 2.06 within one (1) Business Day of when
required to be paid to Agent or any Lender pursuant to this Agreement or any other Loan Document,
or (iii) interest on any Note or any fee or other amount required to be paid to Agent or any Lender
pursuant to this Agreement or any other Loan Document within five (5) calendar days after notice of
such failure is given by Agent to the Company and the applicable Co-Borrowers;


 


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(b) Default is made in any of the covenants contained in Section 6.13, 6.14 or 6.15 and such
default continues unremedied for ten (10) calendar days;



(c) Default is made in the due observance or performance by the Company and the applicable
Co-Borrowers or any Restricted Subsidiaries of any other covenant or agreement set forth in Article
VI (excluding Sections 6.13, 6.14 and 6.15) or Section 5.01 and such default continues unremedied
for thirty (30) calendar days;



(d) Default is made in the due observance or performance by the Company and the applicable
Co-Borrowers or any Restricted Subsidiaries of any covenant or agreement set forth in any Loan
Document (other than as referred to in subsections (a) (b) or (c) above) and such default continues
unremedied for thirty (30) calendar days after notice of such default is given by Agent to the
Company and the applicable Co-Borrowers;



(e) Any (i) warranty or representation by or on behalf of the Company and the applicable
Co-Borrowers contained in any Loan Document or in any borrowing request, proves to have been
incorrect or misleading, in any case in any material respect as of the date made or deemed made or
(ii) written statement by or on behalf of the Company or the applicable Co-Borrowers contained in
any Loan Document or in any borrowing request, proves to have been incorrect or misleading, in any
case in any material respect as of the date made or deemed made; provided that if, in the
reasonable judgment of the Agent, the statement was the result of an unintentional error or mistake
in business judgment or transcription, or of ordinary negligence, and the Company or the applicable
Co-Borrower corrects the statement on or before 5 calendar days after notice of the error from the
Agent, then such incorrect or misleading statement will not be a Default or an Event of Default;




(f) Any Borrower or any Restricted Subsidiary:




(i) suffers the entry against it of a judgment, decree or order for relief by a court
of competent jurisdiction in an involuntary proceeding commenced under any applicable
bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect,
including the federal Bankruptcy Code, as from time to time amended, or has any such
proceeding commenced against it which remains undismissed for a period of ninety (90)
calendar days; or




(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar
law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time
amended; or applies for or consents to the entry of any order for relief in an involuntary
case under any such law; or makes a general assignment for the benefit of creditors; or
fails generally to pay (or admits in writing its inability to pay) its debts as such debts
become due; or takes partnership action, corporate action or other action to authorize any
of the foregoing; or




(iii) suffers the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator, or similar official of all or a substantial part
of its assets or of any part of the Mortgage Collateral in a proceeding brought against or
initiated by it, and such appointment or taking possession is neither made ineffective nor
discharged within ninety (90) calendar days after the making thereof, or such appointment or
taking possession is it any time consented to, requested by, or acquiesced to by it; or


 


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(iv) suffers the entry against it of a final judgment for the payment of money in
excess of $1,000,000 (not covered by insurance satisfactory to Agent in its discretion),
unless (A) the same is discharged within thirty (30) calendar days after the date thereof or
no less than five (5) days prior to any proposed sale thereunder, or (B) an appeal or
appropriate proceeding for review thereof is taken within such period and a stay of
execution pending such appeal is obtained; or




(v) suffers a writ or warrant of attachment or any similar process to be issued by any
court against all or any substantial part of its assets or any part of the Mortgage
Collateral;



provided, however, if any event set forth in this Section 7.01(f) occurs with respect to any
Restricted Subsidiary, the occurrence of such event shall not constitute an Event of Default unless
it could have a Material Adverse Effect;



(g) The Company or any Restricted Subsidiary fails to make when due (whether by acceleration
or otherwise) or within any applicable grace period (after giving effect to any applicable notice
requirement), any payment due in an amount greater than $5,000,000 on any GAAP Indebtedness and
Contingent Indebtedness (other than the Obligations) and such failure allows the holder thereof to
accelerate such GAAP Indebtedness or Contingent Obligation; or any event or condition occurs under
any provision contained in any agreement under which such obligation is governed, evidenced or
secured (or any other material breach or default under such obligation or agreement occurs);



(h) Any Loan Document shall for any reason cease to be in full force and effect, or be
declared null and void or unenforceable in whole or in part as the result of any action initiated
by any Person other than Agent or any Lender; or the validity or enforceability of any such
document shall be challenged or denied by any Person other than Agent or any Lender; or




(i) A Change of Control occurs.




3.5 The last sentence of Section 10.02 of the Credit Agreement is amended to read as
follows:



Notwithstanding the foregoing or anything to the contrary herein, Agent shall not, (a) without
the prior consent of the Majority Lenders waive any of the conditions specified in Article III
(provided that Agent may in its discretion withdraw any request it has made under Section 3.02(g)),
(b) without the prior consent of each individual Lender, execute and deliver on behalf of such
Lender any waiver or amendment which would: (i) increase the Percentage Share of the Commitment of
such Lender or subject such Lender to any additional obligations, (ii) reduce any fees hereunder,
or the principal of, or interest on, such Lender’s Note, (iii) release any Borrower from its
obligation to pay such Lender’s Note, (iv) amend the definitions of
“Collateral Value,” “Drawdown Termination Date,” and “Mortgage Collateral,” (v) release any
Collateral except in accordance with and pursuant to the Loan Documents, or (vi) change the date on
which any payments of principal, interest or fees are due hereunder, (c) without the prior written
consent of all Lenders, (i) amend the definition herein of “Majority Lenders” or otherwise change
the aggregate amount of Percentage Shares which is required for Agent, Lenders or any of them to
take any particular action under the Loan Documents, or (ii) change any of the provisions of this
Section 10.02.



 


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3.6 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.




3.7 Schedule 2 to the Credit Agreement is deleted and Schedule 2 attached hereto is
inserted in its place as Schedule 2 to the Credit Agreement.




3.8 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.




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




3.10 Exhibit H to the Credit Agreement is deleted and Exhibits H-1, H-2 and H-3 hereto
are inserted in its place as Exhibits H-1, H-2 and H-3 to the Credit Agreement.




3.11 Schedule X is added to the Agreement in the form of Schedule X attached hereto.



Section 4. Amendments to Pledge and Security Agreement. The Pledge and Security
Agreement is hereby amended as follows:




4.1 Section 3 of the Pledge and Security Agreement is amended by adding the following
at the end thereof:



In addition to the other reports required by this Section, the Company will provide to the
Agent, no later than the twentieth day of each month, a report in form and substance satisfactory
to the Agent detailing the following information regarding each Underperforming Mortgage Loan and
each Aged Underperforming Mortgage Loan: Borrower name, loan number, date of start of delinquency,
unpaid principal balance, date of repurchase if applicable, and such other information as the Agent
may reasonably request. Such information shall be provided on Schedule X to the Credit Agreement.




4.2 Section 4 of the Pledge and Security Agreement is amended by adding the following
new Section 4.08 at the end thereof:



4.08 REO Documentation. For REO Property the Company will provide the following
documentation to the Agent prior to the funding of any Loan against such REO Property (Wet
Warehousing Loans will not be made against an REO Property):


 


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a. If the REO Property was or is being acquired by foreclosure and the Company is the
purchaser at such sale and a redemption period is applicable to the sale:



(i) a certified copy of the certificate of sale;


(ii) an assignment of the certificate of sale in recordable form from the Company, in blank;
and


(iii) documentation establishing the BPO Value of such property.



b. If the REO Property was or is being acquired by foreclosure (or was acquired by deed in
lieu of foreclosure) and the Company is the purchaser at such sale and the redemption period has
expired or there is no redemption period:



(i) a certified copy of the deed conveying the REO Property to the Company;


(ii) a deed conveying the REO Property, executed in blank, by the Company;


(iii) an original owner’s title insurance policy showing the Company as the owner subject only
to exceptions approved by the Agent;


(iv) documentation establishing the BPO Value of such property; and


(v) if requested by the Agent, a mortgage on the REO Property in favor of the Agent, in form
and substance satisfactory to the Agent, executed by the Company.




4.3 Section 14 of the Pledge and Security Agreement is amended by deleting therefrom
the reference to the “State of Minnesota” and inserting in its place the “State of New
York”.




4.4 Attachments 1(A) and 1(B) to the Pledge and Security Agreement are amended by
changing the reference in the last paragraph of Attachment 1(A) and the penultimate
paragraph of 1(B) to the “State of Minnesota” to the “State of New York”.



Section 5. Effectiveness of Amendments. The amendments contained in this Amendment
shall be deemed to be effective as of March 30, 2007 (the “Effective Date”) upon execution by the
Borrower and Lenders and upon receipt by the Agent of the following:



(a) This Amendment and a Note in the principal amount of each Lender’s Commitment Amount from
the Borrower to each such Lender substantially in the form of Exhibit A to the Credit Agreement
(together with this Amendment, the “Amendment Documents”); and



(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
Articles of Organization or operating 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 7, 2006, 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.


 


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Section 6. Representations, Warranties, Authority, No Adverse Claim.




6.1 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 the date hereof, except for changes permitted by the terms of the Credit Agreement
(other than any representation or warranty that expressly relates to an earlier date), 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.




6.2 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.




6.3 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 7. 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. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall
(unless otherwise expressly indicated therein) be construed, administered and applied in accordance
with all of the terms and provisions of the Credit Agreement, as amended hereby.


 


- 11 -









 





Section 8. Merger and Integration, Superseding Effect. This Credit Agreement as
amended by this Amendment, from and after the date hereof, embodies the entire agreement and
understanding between the parties hereto and supersedes and has merged into the Credit Agreement as
amended by this Amendment all prior oral and written agreements on the same subjects by and between
the parties hereto with the effect that the Credit Agreement as amended by this Amendment, shall
control with respect to the specific subjects hereof and thereof.



Section 9. 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 10. 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 11. 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.


 


- 12 -









 





Section 12. 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 13. 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 14. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK, 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.



[Signature Pages follow.]





 


- 13 -









 







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: C.F.O. and V.P.






STATE OF TX




COUNTY OF Travis




On this the 27 day of March, 2007, personally appeared Mark C. Winter, as
C.F.O. and V.P. 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 First 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 X ; OR Produced Identification	 	 
	 

	 	 	 	 	 	 
	 

	 	Type of ID produced	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	(NOTARIAL SEAL)







[Signature Page 1 to First Amendment to

Second Amended and Restated Credit Agreement]



 


 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Agent and Lender

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



[Signature Page 2 to First Amendment to

Second Amended and Restated Credit Agreement]




 


 









 





	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Robert W. Marr
 	 
	 	 	Robert W. Marr 	 
	 	 	Vice President 	 
	 



[Signature Page 3 to First Amendment to

Second Amended and Restated Credit Agreement]




 


 









 





	 	 	 	 	 
	 	NATIONAL CITY BANK, a national banking association,

successor by merger to NATIONAL CITY BANK OF KENTUCKY

 	 
	 	By:  	/s/ Michael A. Johnson
 	 
	 	 	Name:  	Michael A. Johnson 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page 4 to First Amendment to

Second Amended and Restated Credit Agreement]




 


 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/Alexa Bradford
 	 
	 	 	Alexa Bradford 	 
	 	 	Senior Vice President 	 
	 



[Signature Page 5 to First Amendment to

Second Amended and Restated Credit Agreement]




 


 









 





	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Duane Helkowski
 	 
	 	 	Duane Helkowski 	 
	 	 	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Angela Arnold
 	 
	 	 	Angela Arnold 	 
	 	 	Director 	 
	 



[Signature Page 6 to First Amendment to

Second Amended and Restated Credit Agreement]




 


 









 





	 	 	 	 	 
	 	WASHINGTON MUTUAL BANK, FA

 	 
	 	By:  	/s/ Brad Johnson
 	 
	 	 	Brad Johnson 	 
	 	 	Vice President 	 
	 



[Signature Page 7 to First Amendment to

Second Amended and Restated Credit Agreement]




 


 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK

 	 
	 	By:  	/s/ Cynthia E. Crites
 	 
	 	 	Cynthia E. Crites 	 
	 	 	Executive Director 	 
	 



[Signature Page 8 to First Amendment to

Second Amended and Restated Credit Agreement]




 


 









 





	 	 	 	 	 	 	 
	 	 	SCOTIABANC, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William E. Zarrett
 

	 	 
	 

	 	 	 	William E. Zarrett	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Managing Director	 	 
	 

	 	 	 	 

	 	 






[Signature Page 9 to First Amendment to

Second Amended and Restated Credit Agreement]



 


 









 





	 	 	 	 	 
	 	 	SOCIETE GENERALE
	 
	 	 	 	 
	 

	 	By
	 	/s/ Milissa A. Goeden
	 

	 	Its
	 	Director






[Signature Page 10 to First Amendment to

Second Amended and Restated Credit Agreement]



 


 









 





	 	 	 	 	 
	 	 	LLOYDS TSB BANK PLC
	 
	 	 	 	 
	 

	 	By
	 	/s/ Daniela Chun
	 

	 	 	 	 
	 

	 	 	 	Daniela Chun
	 

	 	 	 	Assistant Vice President
	 

	 	 	 	Structured Finance, USA
	 

	 	 	 	C-D31
	 
	 	 	 	 
	 

	 	By
	 	/s/ Peter Hart
	 

	 	 	 	 
	 

	 	 	 	Peter Hart
	 

	 	 	 	Vice President
	 

	 	 	 	Structured Finance
	 

	 	 	 	H002






[Signature Page 11 to First Amendment to

Second Amended and Restated Credit Agreement]



 


 









 





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 and warrant 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) 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) Except for Underperforming Mortgage Loans and Aged Underperforming Mortgage Loans,
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;


 


Sch 1-1









 






(viii) Except for Aged Loans, Underperforming Mortgage Loans and Aged Underperforming
Mortgage Loans, 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, except for Forty Year Mortgage Loans, 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 loan to value ratio for such Mortgage Loan does not exceed 100% except for
Mortgage Loans qualifying for purchase by Fannie Mae or Freddie Mac, FHA insured loans and
VA guaranteed loans and to the extent the loan to value ratio exceeds 80%, such Mortgage
Loan is covered by mortgage insurance.




(xii) On origination of the Mortgage Loan no policy of single-premium life insurance on
the life of a mortgagor, borrower or guarantor was purchased.




(xiii) No characteristic of the Mortgage Loan or its origination (A) triggers the
thresholds of Section 32 of Regulation Z of the Federal Reserve Board (12.C.F.R. 226.32) or
is a “high cost”, “predatory”, “covered”, “high risk” or “threshold” loan, as the case may
be, under any applicable state, county or municipal law, but only to the extent that such
law expressly exposes assignees of Mortgage Loans to possible civil or criminal liability or
damages, or exposes any Lender, the Agent or Syndication Agent to regulatory action or
enforcement proceedings, penalties or other sanctions, or would materially impair the
enforceability, or the marketability to Approved Investors, of the Mortgage Loan, or (B)
contains any term or condition, or involves any loan origination practice, that has been
defined as “predatory” under any such applicable federal, state, county or municipal law, or
that has been expressly categorized as an “unfair” or “deceptive” term, condition or
practice in any such applicable federal, state, county or municipal law.




(xiv) 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.


 


Sch 1-2









 






(xv) 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 $10,000,000;




(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 of the date of shipment; provided, however, that
the time for receipt of payment by Agent or return of such Mortgage Loan is extended
to ninety (90) days from the date of shipment by Agent so long as the principal
amount of such Mortgage Loans does not exceed 10% of the Aggregate Commitment
Amounts; and provided, further, that the time for receipt of payment by Agent or
return of such Mortgage Loan is extended to one hundred (120) days from the date of
shipment by Agent so long as the principal amount of such Mortgage Loans does not
exceed 2% of the Aggregate Commitment Amounts.




(xvi) 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.




(xvii) If such Mortgage Loan is a Super Jumbo Mortgage Loan, the Collateral Value of
such Mortgage Loan when added to the Collateral Value of all other Super Jumbo Mortgage
Loans does not exceed the Super Jumbo Sublimit;




(xviii) If such Mortgage Loan is a HELOC Mortgage Loan or Second Lien Mortgage Loan,
the Collateral Value of such Mortgage Loan when added to the Collateral Value of all other
HELOC Mortgage Loans and Second Lien Mortgage Loans does not exceed the HELOC and Second
Lien Mortgage Loan Sublimit and if such HELOC Mortgage Loan or Second Lien Mortgage Loan is
a Subprime Mortgage Loan, it is subject to a Take-Out Commitment and is accompanied by a
first lien Mortgage Loan (as specifically represented and warranted by the Borrower).


 


Sch 1-3









 






(xix) 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;




(xx) 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;




(xxi) If such Mortgage Loan is an Alt A Mortgage Loan, the Collateral Value of such
Mortgage Loan when added to the Collateral Value of all Mortgage Loans that are Alt A
Mortgage Loans does not exceed the Alt A Loan Sublimit.




(xxii) If such Mortgage Loan is a Subprime Mortgage Loan, the Collateral Value of such
Mortgage Loan when added to the Collateral Value of all Mortgage Loans that are Subprime
Mortgage Loans does not exceed the Subprime Sublimit.




(xxiii) If such Mortgage Loan is a Non-Owner Occupied Mortgage Loan, the Collateral
Value of such Mortgage Loan when added to the Collateral Value of all Mortgage Loans that
are Non-Owner Occupied Mortgage Loans does not exceed the Non-Owner Occupied Sublimit.




(xxiv) If such Mortgage Loan is a Negatively Amortizing Mortgage Loan or Pay Option
ARM, the Collateral Value of such Mortgage Loan when added to the Collateral Value of all
Mortgage Loans that are Negatively Amortizing Mortgage Loans or Pay Option ARMs does not
exceed the Negatively Amortizing Mortgage Loan or Pay Option ARM Sublimit.




(xxv) If such Mortgage Loan is a Forty Year Mortgage Loan, the Collateral Value of such
Mortgage Loan when added to the Collateral Value of all Mortgage Loans that are Forty Year
Mortgage Loans does not exceed the Forty Year Sublimit (as specifically represented and
warranted by the Borrower).




(xxvi) If such Mortgage Loan is an Underperforming Mortgage Loan, the Collateral Value
of such Mortgage Loan when added to the Collateral Value of all Mortgage Loans that are
Underperforming Mortgage Loans does not exceed the Underperforming Mortgage Loan Sublimit
and if such Mortgage Loan is an Aged Underperforming Mortgage Loan, the Collateral Value of
such Mortgage Loan when added to the Collateral Value of all Mortgage Loans that are Aged
Underperforming Loans does not exceed the Aged Underperforming Loans Sublimit.




(xxvii) Such Mortgage Loan has not been included in the Borrowing Base for more than
(A) ninety (90) days, if such Mortgage Loan is a Nonconforming Mortgage Loan, (including Alt
A Mortgage Loans, Second Lien Loans, Forty Year Mortgage Loans, Subprime Mortgage Loans,
Negatively Amortizing Mortgage Loans or Pay Option ARMs), a Super Jumbo Mortgage Loan or a
HELOC Mortgage Loan (excluding HELOC Mortgage Loans that are Uncovered Mortgage Loans), (B)
one hundred twenty
(120) days, if such Mortgage Loan is a Jumbo Mortgage Loan, (C) one hundred twenty
(120) days, if such Mortgage Loan is a Conforming Mortgage Loan or Uncovered Mortgage Loan
(D) one hundred eighty days if such Mortgage Loan is made in connection with a bond program,
or (E) three hundred sixty (360) days, if such Mortgage Loan is an Aged Loan, an
Underperforming Mortgage Loan or an Aged Underperforming Mortgage Loan;



 


Sch 1-4









 









(xxviii) Except as otherwise provided above and unless such Mortgage Loan is an
Uncovered Mortgage Loan, an Underperforming Mortgage Loan or an Aged Underperforming
Mortgage Loan, such Mortgage Loan is covered by a Hedging Agreement or Take-Out Commitment
reasonably acceptable to the Agent and the Syndication Agent which is in full force and
effect, and the Borrowers and such Mortgage Loan are in full compliance therewith;




(xxix) Such Mortgage Loan is secured by a first or second Mortgage on Property
consisting of a completed one-to-four unit single family residence (other than a mobile
home, a manufactured home or a cooperative) which is not used for commercial purposes and
which is not a construction loan; and




(xxx) The face amount of the Mortgage Note underlying such Mortgage Loan does not
exceed $1,000,000 ($1,500,000 for Super Jumbo Mortgage Loans) or the other applicable limits
contained in the definitions of Alt A Mortgage Loans and Nonconforming Mortgage Loan.



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.


 


Sch 1-5









 





SCHEDULE 2




Approved Investors




(to be provided)



 


Sch 2-1









 





SCHEDULE 5




COMMITMENT AMOUNTS AND PERCENTAGE SHARES




	 	 	 	 	 	 	 	 	 
	 	 	Commitment	 	 	Percentage	 
	LENDER	 	Amount	 	 	Share	 
	U.S. Bank
	 	 	 	 	 	 	 	 
	JP Morgan Chase Bank
	 	 	 	 	 	 	 	 
	Bank of America
	 	 	 	 	 	 	 	 
	BNP Paribas
	 	 	 	 	 	 	 	 
	Comerica Bank
	 	 	 	 	 	 	 	 
	Scotiabanc, Inc.
	 	 	 	 	 	 	 	 
	Societe Generale
	 	 	 	 	 	 	 	 
	Lloyds TSB Bank
	 	 	 	 	 	 	 	 
	Washington Mutual
	 	 	 	 	 	 	 	 
	National City Bank
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total
	 	$	540,000,000	 	 	 	100%	 
	 
	 	 	 	 	 	(rounded)





 


Sch 5-1









 





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 Second Amended and
Restated Credit Agreement dated as of April 7, 2006 (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”), U.S. Bank National Association, as Agent for the
Lenders (in such capacity, the “Agent”) and JPMorgan Chase Bank, N.A. as Syndication 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
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Jumbo Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Super Jumbo Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Alt A Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Subprime Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	HELOC Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Second Lien Loans
	 	$                    	 	 






 


Ex C-1









 





	 	 	 	 	 	 	 
	 

	 	Non-Owner Occupied Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Aged Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Uncovered Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Negatively Amortizing or Pay Option	 	 	 	 
	 

	 	ARM Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Forty Year Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Underperforming Mortgage Loans
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	Aged Underperforming Mortgage Loans
	 	$                    	 	 






	 	 	 	 	 	 	 
	 	 	Less:	 	 
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Pledged Mortgage Loans with No	 	 
	 

	 	 	 	Collateral Value (i.e., not	 	 
	 

	 	 	 	Eligible Mortgage Loans)
	 	$                    






	 	 	 
	 

	 	Conforming Mortgage Loans
	 

	 	— 121 days or more since
	 

	 	date of pledge; $                    
	 
	 	 
	 

	 	Jumbo Mortgage Loans — 121 days
	 

	 	or more since date of pledge; $                    
	 
	 	 
	 

	 	Uncovered Mortgage Loans
	 

	 	— 121 days or more since
	 

	 	date of pledge; $                    
	 
	 	 
	 

	 	HELOC Mortgage Loans-91 days or more
	 

	 	since date of pledge; $                    
	 
	 	 
	 

	 	Second Lien Mortgage Loans-91 days or more
	 

	 	since date of pledge; $                    
	 
	 	 
	 

	 	Alt A Mortgage Loans-91 days or more
	 

	 	since date of pledge $                    
	 
	 	 
	 

	 	Super Jumbo Mortgage Loans-91 days or more
	 

	 	since date of pledge; $                    
	 
	 	 
	 

	 	Forty Year Mortgage Loans-91 days or more
	 

	 	since date of pledge; $                    






 


Ex C-2









 





	 	 	 
	 

	 	Subprime Mortgage Loans-91 days or more
	 

	 	since date of pledge; $                    
	 
	 	 
	 

	 	Negatively Amortizing or
	 

	 	Pay Option ARM Mortgage Loans-91 days or more
	 

	 	since date of pledge; $                    






	 	 	 	 	 	 	 
	 

	 	Pledged more than 91 to 120 days
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	(120/360 days for Aged Loans)
	 	$                    
	 	(less than 121 days)
	 

	 	 	 	$                    
	 	(from 121 to 360 days)
	 
	 	 	 	 	 	 
	 

	 	Underperforming Mortgage Loans and	 	 	 	 
	 

	 	Aged Underperforming Mortgage Loans	 	 	 	 
	 

	 	pledged more than 360 days
	 	$                    	 	 
	 
	 	 	 	 	 	 
	 

	 	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 $___	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HELOC Mortgage Loans and Second Lien Loans in excess of	 	 
	 

	 	applicable sublimit $                    	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Alt A Mortgage Loans in excess of	 	 	 	 
	 

	 	applicable sublimit $                    	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Super Jumbo Mortgage Loans in excess of	 	 	 	 
	 

	 	applicable sublimit $                    	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Forty Year Mortgage Loans in excess of	 	 	 	 
	 

	 	applicable sublimit $                    	 	 	 	 






 


Ex C-3









 





	 	 	 	 	 	 	 
	 

	 	Subprime Mortgage Loans in excess of	 	 	 	 
	 

	 	applicable sublimit $                    	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Negatively Amortizing or Pay Option ARM	 	 	 	 
	 

	 	Mortgage Loans in excess of	 	 	 	 
	 

	 	applicable sublimit $                    	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Aged Loans in excess
of Aged Loan Sublimit $                    	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Uncovered Mortgage Loans in excess	 	 	 	 
	 

	 	of applicable sublimit $                    	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Underperforming Mortgage Loans and	 	 	 	 
	 

	 	Aged Underperforming 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) (after deduction of Super Jumbo, Uncovered, and	 	 
	 

	 	 	 	Aged Loans)
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(e)
	 	5% of loans included in Aged Loan Sublimit	 	 
	 

	 	 	 	and included in Borrowing Base 121 or more days
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(f)
	 	3% of Loans included in Super Jumbo and Uncovered	 	 
	 

	 	 	 	Mortgage Loan Sublimits
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(g)
	 	further deduction for loans shipped to investors for	 	 
	 

	 	 	 	which purchase price	 	 
	 

	 	 	 	not received within 45 days (para. (b) of Collateral Value)
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(h)
	 	further deduction for loans shipped to investors for	 	 
	 

	 	 	 	which purchase price	 	 
	 

	 	 	 	not received within 90 days (para. (b) of Collateral Value)
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(i)
	 	100% of loans shipped to investors for which purchase price	 	 
	 

	 	 	 	not received within 120 days
	 	$                    






 


Ex C-4









 





	 	 	 	 	 	 	 
	 

	 	(j)
	 	45% of loans that are Underperforming or Aged Underperforming	 	 
	 

	 	 	 	Mortgage Loans
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(k)
	 	Total deductions from Eligible Loans (sum of (d) through (j))
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(j)
	 	Total Collateral Value (Borrowing Base)	 	 
	 

	 	 	 	((c) minus (j))
	 	$                    






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	 	 
	 

	 	 	 	 





 


Ex C-5









 








EXHIBIT H-1








 


Ex H-1 -1









 







EXHIBIT H-2








 


Ex H-2 -1









 







EXHIBIT H-3








 


Ex H-3 -1









 







Schedule X




Underperforming Mortgage Loans



 


Sch X -1









 





FORM OF




PROMISSORY NOTE




	 	 	 
	$                    

	 	Minneapolis, Minnesota
	 

	 	March 30, 2007






FOR VALUE RECEIVED, DHI MORTGAGE COMPANY, LTD., (formerly known as CH MORTGAGE COMPANY I,
LTD.), a Texas limited partnership (the “the Company”), hereby promises to pay to the order of
U.S. BANK NATIONAL ASSOCIATION (the “Lender”) at the main office of the Agent (as such term and
each other capitalized term used herein are defined in the Credit Agreement hereinafter referred
to) in Minneapolis, Minnesota, in lawful money of the United States of America in Immediately
Available Funds, the principal sum of                                          DOLLARS ($                    ) or the
aggregate unpaid principal amount of all Loans and Swingline Loans made by the Lender pursuant to
the Credit Agreement described below, whichever is less, and to pay interest in like funds from the
date hereof on the unpaid balance thereof at the rates per annum and at such times as are specified
in the Credit Agreement. Interest (computed on the basis of actual days elapsed and a year of 360
days) shall be payable at said office at the times specified in the Credit Agreement.



Principal hereof shall be payable in the amounts and at the times set forth in the Credit
Agreement.



This note is one of the Notes referred to in the Second Amended and Restated Credit Agreement
dated as of April 7, 2006, between the Company, the Lender, the other lenders party thereto and
U.S. Bank National Association, as Agent (as amended and as the same may be amended, modified or
restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings given to such terms in the Credit Agreement. This Note
is subject to certain mandatory and voluntary prepayments and its maturity is subject to
acceleration, in each case upon the terms provided in the Credit Agreement. This Note is issued in
substitution and replacement, but not in payment, of a note dated as of                                          in the
original principal amount of $                    .



The Company hereby waives diligence, presentment, demand, protest, and notice (except such
notice as is required under the Loan Documents) of any kind whatsoever. The nonexercise by the
Lender of any of its rights hereunder or under the other Loan Documents in any particular instance
shall not constitute a waiver thereof in any subsequent instance.



The Company reserves the right to prepay the outstanding principal balance of this Note, in
whole or in part at any time and from time to time without premium or penalty in accordance with
the terms of the Credit Agreement.


 


Sch X - 1









 






This note is entitled to the benefit of the Security Agreement and the other Loan Documents.



THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS. In the event of default hereunder, the undersigned agrees to pay all costs and
expenses of collection, including but not limited to reasonable attorneys’ fees.



	 	 	 
	 

	 	DHI MORTGAGE COMPANY, LTD.,
	 

	 	(FORMERLY KNOWN AS CH MORTGAGE COMPANY I, LTD.)
	 
	 	 
	 

	 	By: DHI Mortgage Company GP, Inc.,
	 

	 	(formerly known as CH Mortgage Company GP, Inc.),
	 

	 	its General Partner






	 	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 	 	Mark C. Winter, Chief Financial Officer and
	 	 	Vice President







 


EX C-2