Item 1.01. Entry into a Material Definitive Agreement.
EffectiveMay 15, 2020 ,DHI Mortgage Company, Ltd. , aTexas limited partnership ("DHI Mortgage" or the "Seller"), and a subsidiary ofD.R. Horton, Inc. , aDelaware corporation,U.S. Bank National Association , a national banking association, as a buyer, and as administrative agent, ("U.S. Bank " or "Buyer" or "Administrative Agent") and other buyers listed as a buyer (collectively, the "Buyers") hereto entered into the Tenth Amendment to the Second Amended and Restated Master Repurchase Agreement (the "Tenth Amendment"). The Seller, the Buyers, and the Administrative Agent are parties to a Second Amended and Restated Master Repurchase Agreement dated as ofFebruary 27, 2015 and subsequent Amendments to the Second Amended and Restated Master Repurchase Agreement dated as ofFebruary 26, 2016 ,June 24, 2016 ,September 23, 2016 ,February 24, 2017 ,February 23, 2018 ,February 22, 2019 ,March 26, 2019 ,June 21, 2019 andFebruary 21, 2020 (as further amended, restated, or otherwise modified from time to time, collectively, the "Amended Repurchase Facility"). The Amended Repurchase Facility provides financing and liquidity toDHI Mortgage by facilitating purchase transactions in whichDHI Mortgage transfers eligible loans to Buyers against the transfer of funds by Buyers (thereby becoming purchased loans). The purchase transactions are based on the terms and conditions in the Amended Repurchase Facility and the ancillary or operative agreements attached thereto or referred to therein, including the Amended and Restated Custody Agreement, datedMarch 1, 2013 , by and betweenDHI Mortgage andU.S. Bank . The Tenth Amendment increases the maximum aggregate commitment amount to$1.35 billion , with an increase to$1.575 billion for approximately 30 days at the end of the Seller's third quarter of fiscal 2020 and first quarter of fiscal 2021 and for approximately 45 days at the end of the Seller's fiscal year 2020. In addition, the accordion feature under the Amended Repurchase Facility was increased to allow for a maximum aggregate commitment amount of$1.8 billion , based on the Administrative Agent obtaining increased committed sums from existing Buyers or through the addition of new buyers. Amounts outstanding under the Amended Repurchase Facility are not guaranteed byD.R. Horton, Inc. or any of its subsidiaries that guarantee homebuilding debt.
The Tenth Amendment also establishes a one month LIBOR Rate minimum of 0.75% and
increases the maximum Tangible
The Tenth Amendment is filed herewith as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01. "Entry into a Material Definitive Agreement" is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1* Tenth Amendment to Second Amended and
Restated Master Repurchase Agreement,
datedMay 15, 2020 , amongDHI Mortgage
Association, as Administrative Agent, Sole
Book Runner, Lead Arranger, and a
Buyer, and all other Buyers. 104** Cover Page Interactive Data File (embedded
within the Inline XBRL document
contained in Exhibit 101). * Filed or furnished herewith. ** Submitted electronically herewith. 2
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