Exhibit 10.13.1
OMNIBUS AMENDMENT
THIS OMNIBUS AMENDMENT (this "Amendment") is made as of July 30, 2007, by and
among MID-STATE TRUST IX, as borrower (the "Borrower"), YC SUSI TRUST, as a
lender, ATLANTIC ASSET SECURITIZATION LLC, as a lender, TREASURY BANK, A
DIVISION OF COUNTRYWIDE BANK FSB (f/k/a Treasury Bank, a Division of Countrywide
Bank, N.A.), as custodian (the "Custodian"), THE BANK OF NEW YORK, as trustee
(the "Trustee"), BANK OF AMERICA, NATIONAL ASSOCIATION, as agent (the "Agent"),
a managing agent and a bank investor, CALYON NEW YORK BRANCH, as a managing
agent and a bank investor, AMBAC ASSURANCE CORPORATION, as surety provider and
insurer (the "Surety Provider"), WALTER MORTGAGE COMPANY (successor by merger to
Mid-State Homes, Inc.), as depositor (in such capacity, the "Depositor") and as
master servicer (in such capacity, the "Master Servicer"), JIM WALTER HOMES,
INC., as originator (the "Originator"), NEATHERLIN HOMES, INC., as eligible
originator, DREAM HOMES, INC., as eligible originator, DREAM HOMES USA, INC., as
eligible originator, and JIM WALTER HOMES OF ARKANSAS, INC., as eligible
originator.
PRELIMINARY STATEMENTS
WHEREAS, reference is made to: (i) the Second Amended and Restated Variable
Funding Loan Agreement, dated as of June 15, 2006 (as previously amended and
supplemented prior to the date hereof, the "Loan Agreement"), among the
Borrower, the Trustee, the Custodian, the Agent and the Lenders, Managing Agents
and Bank Investors from time to time party thereto; (ii) the Second Amended and
Restated Insurance and Indemnity Agreement, dated as of June 15, 2006 (as
previously amended and supplemented prior to the date hereof, the "Insurance
Agreement"), among the Borrower, the Surety Provider, the Depositor, the Master
Servicer, the Trustee and the Originators party thereto; (iii) the
Custodian/Trustee Agreement, dated as of June 15, 2006 (as previously amended
and supplemented prior to the date hereof, the "CTA Agreement"), among the
Borrower, the Custodian, the Trustee, the Agent, the Surety Provider and the
Lenders and Managing Agents party thereto; (iv) the Amended and Restated
Depositor Account Transfer Agreement, dated as of June 15, 2006 (as previously
amended and supplemented prior to the date hereof, the "DAT Agreement"), among
the Originator, the Depositor and the Eligible Originators party thereto;
(v) the Amended and Restated Borrower Account Transfer Agreement, dated as of
June 15, 2006 (as previously amended and supplemented prior to the date hereof,
the "BAT Agreement"), between the Depositor and the Borrower; (vi) the Second
Amended and Restated Master Servicing Agreement, dated as of June 15, 2006 (as
previously amended and supplemented prior to the date hereof, the "Servicing
Agreement"), among the Borrower, the Master Servicer, the Trustee and the
Custodian; and (vii) the other Operative Documents (as defined in Annex A to the
Loan Agreement) (collectively, the documents in clauses (i) thru (vii) above,
the "Transaction Documents").
WHEREAS, the parties hereto desire to have the Loan Agreement and other
Transaction Documents amended and supplemented to: (i) extend the Scheduled
Termination Date; (ii) add Jim Walter Homes of Arkansas, Inc. as an Eligible
Originator; and (iii) make certain