Form 8-K M.D.C. HOLDINGS, INC. For: May 19

May 20, 2022 10:45 AM EDT

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Exhibit 10.1
NINTH AMENDMENT TO AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT

THIS NINTH AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of May 19, 2022, is made and entered into between and among HomeAmerican Mortgage Corporation, a Colorado corporation (the “Seller”), and U.S. Bank National Association, as administrative agent and representative of itself as a Buyer and the other Buyers (in such capacity, the “Agent”) and as a Buyer (in such capacity, “U.S. Bank”).
RECITALS:
A.The Seller, U.S. Bank, and the Agent are parties to an Amended and Restated Master Repurchase Agreement dated as of September 16, 2016 (as amended by that certain First Amendment to Amended and Restated Master Repurchase Agreement dated as of August 10, 2017, that certain Second Amendment to Amended and Restated Master Repurchase Agreement dated as of August 9, 2018, that certain Third Amendment to Amended and Restated Master Repurchase Agreement dated as of May 23, 2019, that certain Fourth Amendment to Amended and Restated Master Repurchase Agreement dated as of May 21, 2020, that certain Fifth Amendment to Amended and Restated Master Repurchase Agreement dated as of September 24, 2020, that certain Sixth Amendment to Amended and Restated Master Repurchase Agreement dated as of March 25, 2021, that certain Seventh Amendment to Amended and Restated Master Repurchase Agreement dated as of May 20, 2021, and that certain Eighth Amendment to Amended and Restated Master Repurchase Agreement dated as of December 21, 2021 and as further amended, restated or otherwise modified from time to time, the “Repurchase Agreement”).
B.The Seller and the Agent now desire to amend certain provisions of the Repurchase Agreement as set forth herein.
AGREEMENT:
In consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.
Section 2.Amendments.
2.1.The following definitions set forth in Section 1.2 of the Repurchase Agreement are added or amended and restated, as applicable, to read in their entireties as follows:
SOFR Margin” means 1.75%.
4869-6212-0735\5


Termination Date” means the earlier of (a) May 18, 2023, or (b) the date when the Buyers’ Commitments are terminated pursuant to this Agreement, by order of any Governmental Authority or by operation of law.
2.2.Exhibits and Schedules. Each of Schedule BC and Exhibit E to the Repurchase Agreement is amended and restated in its entirety as set forth on Schedule BC and Exhibit E hereto, respectively.
Section 3.Conditions Precedent and Effectiveness. This Amendment shall be effective as of the date first above written, upon the occurrence of the following events:
3.1.delivery to the Agent of this Amendment duly executed by the Seller in a quantity sufficient that the Agent and the Seller may each have a fully executed original;
3.2.delivery to the Agent of a certificate by the Secretary or Assistant Secretary of the Seller (i) certifying that the resolutions adopted by the Seller’s board of directors on September 12, 2016, remain in full force and effect, authorizing the Seller to enter into this Amendment, (ii) certifying that there has been no amendment to the Articles of Incorporation of the Seller since true and accurate copies of the same were delivered to the Agent as of November 12, 2008, (iii) certifying that there has been no amendment to the By-Laws of Seller since true and accurate copies of the same were delivered to the Agent as of November 12, 2008, and (iv) a certification as to the incumbency, names, titles, and signatures of the officers of the Seller authorized to execute this Amendment and the other instruments executed by the Seller in connection with this Amendment; and
3.3.delivery to the Agent of such other documents as it may reasonably request.
Section 4.Miscellaneous.
4.1.Ratifications. The terms and provisions of this Amendment shall modify and supersede all inconsistent terms and provisions of the Repurchase Agreement and the other Repurchase Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Repurchase Agreement and each other Repurchase Document are ratified and confirmed and shall continue in full force and effect.
4.2.Seller Representations and Warranties. The Seller hereby represents and warrants that (a) the representations and warranties in Article 15 of the Repurchase Agreement and in the other Repurchase Documents are true and correct in all material respects with the same force and effect on and as of the date hereof as though made as of the date hereof, and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
4.3.Survival. The representations and warranties made by the Seller in this Amendment shall survive the execution and delivery of this Amendment.
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4.4.Reference to Repurchase Agreement. Each of the Repurchase Documents, including the Repurchase Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Repurchase Agreement as amended hereby, is hereby amended so that any reference in such Repurchase Document to the Repurchase Agreement refers to the Repurchase Agreement as amended and modified hereby.
4.5.Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
4.6.Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Agent, the Buyers, the Seller, and their respective successors and assigns, except that the Seller may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent.
4.7.Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.
4.8.Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
4.9.ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER REPURCHASE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO OR THERETO.

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IN WITNESS WHEREOF the parties have caused this Amendment to be executed as of the date first written above.

SELLER AND SERVICER:
HOMEAMERICAN MORTGAGE CORPORATION, as Seller and Servicer


By:
    /s/ L. Ludwell Jones IV        
Name: L. Ludwell Jones IV
Title: Vice President and Treasurer


AGENT AND BUYER:
U.S. BANK NATIONAL ASSOCIATION,
as Agent and Buyer


By:
    /s/ Rodney Davis            
Name: Rodney Davis
Title: Senior Vice President

Signature Page
Ninth Amendment



SCHEDULE BC TO
NINTH AMENDMENT TO
AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
SCHEDULE BC
To Master Repurchase Agreement

The Buyers’ Committed Sums
(in dollars)
BuyerExcept as provided in the below chart, Committed Sum for any period:
U.S. Bank National Association$75,000,000
Maximum Aggregate Commitment$75,000,000

Buyer
Committed Sum for
June 23, 2022 through and including July 25, 2022
Committed Sum for
September 23, 2022 through and including October 24, 2022
Committed Sum for
December 21, 2022 through and including January 27, 2023
Committed Sum for
March 24, 2023 through and including April 24, 2023
U.S. Bank National Association$225,000,000$275,000,000$300,000,000$230,000,000
Maximum Aggregate Commitment$225,000,000$275,000,000$300,000,000$230,000,000

Schedule BC



EXHIBIT E TO
NINTH AMENDMENT TO
AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
Form of Request for Increase

U.S. Bank National Association
9380 Excelsior Blvd, 3rd FL
Hopkins, MN 55343
Attention: Randall Baker

    Re: Increase to Maximum Aggregate Commitment
Ladies and Gentlemen:
    Reference is made to that certain Amended and Restated Master Repurchase Agreement dated September 16, 2016 (as amended, restated or otherwise modified from time to time, the “Repurchase Agreement”), among the Seller, the Agent and the Buyers from time to time party thereto. Capitalized terms used herein shall have the meanings set forth in the Repurchase Agreement.
    This letter constitutes a request by the Seller to increase the Maximum Aggregate Commitment by the amount of $__________ [complete in increments of $5,000,000 from $25,000,000 up to a total increase of $75,000,000] on ________, 20__ [complete with date not less than 2 Business Days after the date of this letter]. Such increase shall be effective through and including ______, 20__ [not less than 30 days after commencement date, or if less than 30 days, the Termination Date] and such increase shall terminate after such date.



HOMEAMERICAN MORTGAGE CORPORATION

By: ___________________________
Title: _________________________

Exhibit E



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