8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 24, 2006

D. R. Horton, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-14122	75-2386963
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
301 Commerce Street, Suite 500, Fort Worth, Texas		76102
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 817-390-8200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Effective March 24, 2006, CH Funding, LLC, a subsidiary of D.R. Horton, Inc., entered into an Eleventh Omnibus Amendment (the "Eleventh Amendment") to that certain Master Repurchase Agreement, dated July 9, 2002, (the "CP Facility"), as amended. The parties to the Eleventh Amendment are CH Funding, a borrower, Atlantic Asset Securitization LLC, an issuer, La Fayette Asset Securitization LLC, an issuer, Falcon Asset Securitization Corporation, an issuer, Calyon New York Branch (successor in interest to Credit Lyonnais New York Branch) the administrative agent, a bank and as a managing agent, JPMorgan Chase Bank, National Association, a bank and as a managing agent, U.S. Bank National Association, the collateral agent, Lloyds TSB Bank PLC, a banking corporation organized under the laws of England, a bank, and DHI Mortgage Company, Ltd., a subsidiary of D.R. Horton, Inc. and formerly known as CH Mortgage Company, Ltd., the servicer.

The Eleventh Amendment was entered into for the purposes of amending certain operative documents (the "Operative Documents") and increasing the maximum capacity under the CP Facility from $500 million to $650 million, which will remain in effect through the expiration date of June 29, 2006. Except as specifically amended, 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.

The CP Facility is secured by certain mortgage loans held for sale and is not guaranteed by D.R. Horton, Inc. or any of the guarantors of its homebuilding debt. The mortgage loans assigned to secure the CP Facility are used as collateral for asset backed commercial paper issued by multi-seller conduits in the commercial paper market. The Eleventh Amendment is filed herewith as an Exhibit 10.1.

Effective March 24, 2006, DHI Mortgage Company, Ltd. ("DHI Mortgage"), a subsidiary of D.R. Horton, Inc., entered into a Ninth Amendmen t (the "Ninth Amendment") to the Amended and Restated Credit Agreement (the "Credit Facility") with U.S. Bank National Association and the other lenders listed thereon. The Ninth Amendment was entered into for the purpose of increasing the capacity available under the Credit Facility from $450 million to $600 million (which includes an initial capacity of $450 million plus an additional capacity of $150 million under the accordian feature). The Credit Facility's term runs through April 7, 2006.

The Credit Facility is secured by certain mortgage loans held for sale and is not guaranteed by D.R. Horton, Inc. or any of the guarantors of its homebuilding debt. DHI Mortgage pays interest on the outstanding balance under the Credit Facility at a per annum rate equal to the average daily LIBOR rate plus an applicable margin. The Ninth Amendment is filed herewith as Exhibit 10.2.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

All 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.

(c) Exhibits:
10.1 Eleventh Omnibus Amendment to the Master Repurchase Agreement between CH Funding, LLC and certain other parties dated March 24, 2006.

10.2 Ninth Amendment to the Amended and Restated Credit Agreement between DHI Mortgage Company, Ltd. and certain other parties dated March 24, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	D. R. Horton, Inc.
March 29, 2006	By:	/s/ Bill W. Wheat
		Name: Bill W. Wheat
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Eleventh Omnibus Amendment to the Master Repurchase Agreement between CH Funding, LLC and certain other parties dated March 24, 2006.
10.2	Ninth Amendment to the Amended and Restated Credit Agreement between DHI Mortgage Company, Ltd. and certain other parties dated March 24, 2006.

EX-10.1

EXHIBIT 10.1

ELEVENTH OMNIBUS AMENDMENT

THIS ELEVENTH OMNIBUS AMENDMENT (this “Amendment”), dated as of March 24, 2006, 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, JPMC, 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);

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, JPMC, 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, JPMC, 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, JPMC, 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, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the Servicer entered into the Eighth Omnibus Agreement, dated as of September 26, 2005 (the “Eighth Omnibus Amendment”), relating to certain amendments to the Operative Documents;

WHEREAS, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the Servicer entered into the Ninth Omnibus Agreement, dated as of September 29, 2005 (the “Ninth Omnibus Amendment”), relating to certain amendments to the Operative Documents;

WHEREAS, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the Servicer entered into the Tenth Omnibus Agreement, dated as of February 28, 2006 (the “Tenth 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 further amend the Operative Documents as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

Section 1. Amendment to Repurchase Agreement.

a. Article I is hereby amended by deleting both occurrences of the words “listed on Schedule IV” in clause (l) of the proviso to the definition of “Collateral Value” therein.

b. Article I is hereby amended by deleting the words “listed on Schedule IV to the Collateral Agency Agreement” in the definition of “Extended Time Period” therein.

Section 2. Amendment to Collateral Agency Agreement.

a. Exhibit D-1 is hereby amended by deleting both occurrences of the words “listed on Schedule IV” in clause (l) of the proviso to the definition of “Collateral Value” therein.

b. Exhibit D-1 is hereby amended by deleting the words “listed on Schedule IV to the Collateral Agency Agreement” in the definition of “Extended Time Period” therein.

c. Exhibit D-1 is hereby amended by deleting the definition of “Maximum Facility Amount” therein and replacing it with the following definition:

“Maximum Facility Amount” means $650,000,000, as such amount may be reduced pursuant to Section 2.1(c) of the Loan Agreement.

d. Section 3.4(b)(i) is hereby amended by deleting the proviso at the end thereof in its entirety.

e. Schedule III, Approved Investors, is hereby deleted in its entirety and replaced with the new Schedule III, attached hereto as Annex A hereto.

f. Schedule IV, Approved Investors with Extended Time Periods, is hereby deleted in its entirety.

g. The form of Exhibit D-6(a), “Bailee and Security Agreement Letter for Approved Investors,” is hereby deleted in its entirety and replaced with the new Exhibit D-6(a), attached as Annex B hereto.

h. The form of Exhibit D-6(c), “Bailee and Security Agreement Letter for Approved Investors Listed on Schedule IV,” is hereby deleted in its entirety.

Section 3. Amendment to Restated Loan Agreement.

a. Article I is hereby amended by deleting both occurrences of the words “listed on Schedule IV” in clause (l) of the proviso to the definition of “Collateral Value” therein.

b. Article I is hereby amended by deleting the words “listed on Schedule IV to the Collateral Agency Agreement” in the definition of “Extended Time Period” therein.

c. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced with the following definition:

“Issuer Facility Amount” means (a) with respect to Atlantic and La Fayette, on an aggregate basis, $550,000,000, 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.

d. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced with the following definition:

“Maximum Facility Amount” means $650,000,000, as such amount may be reduced pursuant to Section 2.1(c) of this Agreement.”

e. Schedule I is hereby deleted in its entirety and replaced with Schedule I, Bank Commitments and Percentages, attached as Annex C hereto.

f. Schedule II, Approved Investors, is hereby deleted in its entirety and replaced with the new Schedule II, attached hereto as Annex A hereto.

g. The form of Exhibit D-6(a), “Bailee and Security Agreement Letter for Approved Investors,” is hereby deleted in its entirety and replaced with the new Exhibit D-6(a) attached as Annex B hereto.

h. The form of Exhibit D-6(c), “Bailee and Security Agreement Letter for Approved Investors Listed on Schedule IV,” is hereby deleted in its entirety.

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.}

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



ADMINISTRATIVE AGENT, CALYON NEW YORK BRANCH
BANK, AND MANAGING
AGENT:

By: /s/Anthony Brown
Name: Anthony Brown
Title: Vice President



By: /s/ Kostantina Kourmpetis
Name: Kostantina Kourmpetis
Title: Managing Director

ISSUER: ATLANTIC ASSET SECURITIZATION LLC

By: Calyon New York Branch, as Attorney in Fact

By: /s/Anthony Brown
Name: Anthony Brown
Title: Vice President

By: /s/ Kostantina Kourmpetis
Name: Kostantina Kourmpetis
Title: Managing Director


{Signatures continue on the following page.}

ISSUER: LA FAYETTE ASSET SECURITIZATION LLC

By: Calyon New York Branch, as Attorney in Fact

By: /s/ Anthony Brown
Name: Anthony Brown
Title: Vice President

By: /s/ Kostantina Kourmpetis
Name: Kostantina Kourmpetis
Title: Managing Director




BANK AND

MANAGING AGENT: JPMORGAN CHASE BANK, N.A.

By: /s/Jill T. Lane
Name: Jill T. Lane
Title: Vice President




ISSUER: FALCON ASSET SECURITIZATION CORPORATION

By: /s/Jill T. Lane
Name: Jill T. Lane
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: EVP, CFO

BANK: LLOYDS TSB BANK PLC

By: ./s/Daniela Chun
Name: Daniela Chun
Title: Assistant Vice President
Structured Finance, USA
C-031


By: /s/Ian Dimmock
Name: Ian Dimmock
Title: Vice President
Structured Finance
D080

COLLATERAL AGENT: U.S. BANK NATIONAL ASSOCIATION

By: /s/Edwin D. Jenkins
Name: Edwin D. Jenkins
Title:SeniorVicePresident

SCHEDULE II TO LOAN AGREEMENT /
SCHEDULE III TO COLLATERAL AGENCY AGREEMENT

APPROVED INVESTORS

Investors Name	Fitch		Moody's		S&P		Concentration Limit
Bank of America	AA-/F1+		Aa2/P-1			A+/A-1	NA
Colorado Housing and Finance Authority	NR		NR		NR			10	%
Cendant	BBB+/F2		Baa1/P-2		BBB+/A-2		NA
Charter Mortgage		A-/F1		A3/P-2	NR		NA
CitiGroup Inc.	AA+/F1+		Aa1/P-1		AA-/A-1+		NA
Colorado Housing and Finance Authority	NR		NR		NR			10	%
Countrywide		A/F-1		A3/P-2		A/A-1	NA
Deutsche Bank	AA-/F1+		Aa3/P-1		AA-/A-1+		NA
EMC Mortgage		A+/F-1+		A1/P-1		A/A-1	NA
Federal National Mortgage Association	NR		Aaa/P-1		AAA		NA
First Bank of Arizona	NR		NR		NR			10	%
First Horizon Home Loans	NR		NR		NR			10	%
First Nationwide Mortgage Corp.	NR		NR		NR			10	%
First Union Mortgage Corp.		A+/F1		A1/P-1		A/A-1	NA
Fleet		A+/F1		A2		A+	NA
GMAC	BB/B		Ba1		BB/B-1			10	%
Greenpoint Mortgage	BBB		Baa1		NR		NA
Goldman Sachs Group Inc.	AA-/F1+		Aa3/P-1			A+/A-1	NA
Guaranty Federal	NR		NR		NR			10	%
Homeside Lending Inc.	A/WR		WR			A2/P-1	NA
IndyMac Bancorp, Inc.	BBB-/F2		NR		BB+/B			25	%
JP Morgan Chase		A+/F1		A1/P-1		A+/A-1	NA
Leader Mortgage Corp.	NR		NR		NR			10	%
Lehman Brothers		A+/F1+		A1/P-1		A+/A-1	NA
Morgan Stanley	AA-/F1+		Aa3/P-1			A+/A-1	NA
National City Mortgage	AA-/F1+			A1		A/A-1	NA
New Century Financial Corp.	NR			B1	BB			10	%
Novastar	NR		NR		NR			10	%
Ohio Savings Financial Corp.	NR		NR		NR			10	%
Opteum	NR		NR		NR			10	%
Option One	NR		NR		NR			10	%
Principal	NR		P	-1		A-1+	NA
Resource Bankshare Mortgage	NR		NR		NR			10	%
Sebring Capital	NR		NR		NR			10	%
SouthStar Funding	NR		NR		NR			10	%
Suntrust Bank	AA-/F1+		Aa2/P-1		AA-/A-1+		NA
Wachovia Corp.	AA-/F1+		Aa3/P-1			A+/A-1	NA
Wells Fargo	AA/F1+		Aa1/P-1		AA-/A-1+		NA

ANNEX B

EXHIBIT D-6(a)

FORM OF BAILEE AND SECURITY AGREEMENT LETTER
FOR APPROVED INVESTORS

DATE:

[Investor’s Name]
[Investor’s Address]

Re:	DHI MORTGAGE COMPANY, LTD.:
	Sale of Mortgage Loans

Attached please find those Mortgage Loans listed separately on the attached schedule, which are being delivered to you for purchase.

The Mortgage Loans comprise a portion of the Collateral under (and as the term “Collateral” and capitalized terms not otherwise defined herein are defined in) that certain Loan Agreement entered into as of July 9, 2002 (as it has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time), among CH FUNDING, LLC (the “Company”), the Issuer and Banks parties thereto, CALYON NEW YORK BRANCH, in its capacity as administrative agent for the “Lenders” (as defined therein) (in such capacity, the “Administrative Agent”), and DHI MORTGAGE COMPANY, LTD. (“DHI Mortgage”), in its capacity as servicer thereunder, pursuant to that certain Security Agreement among the Company, the Administrative Agent, and U.S. BANK NATIONAL ASSOCIATION, in its capacity as the collateral agent (the “Collateral Agent”) dated as of July 9, 2002 (as it has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). DHI Mortgage is reacquiring the Mortgage Loans from CH Funding and is offering such Mortgage Loans to you. Each of the Mortgage Loans is subject to a security interest in favor of the Administrative Agent on behalf of the Secured Parties, which security interest shall be automatically released upon your remittance of the full amount of the purchase price of such Mortgage Loan (as set forth on the schedule attached hereto) by wire transfer to the following account:

WIRE INSTRUCTIONS TO SETTLEMENT ACCOUNT:

U.S. Bank National Association, Minneapolis, MN

ABA#

For Credit to: CH Funding, LLC

Collection Account Number: 1047 5621 5240

Pending your purchase of each Mortgage Loan and until payment therefor is received, the aforesaid security interest therein will remain in full force and effect, and you shall hold possession of such Collateral and the documentation evidencing same as custodian, agent and bailee for and on behalf of the Secured Parties. In the event any Mortgage Loan is unacceptable for purchase, return the rejected item directly to the Collateral Agent at the address set forth below. The Mortgage Loan must be so returned or sales proceeds remitted in full no later than ninety (90) calendar days from the date hereof (or, with the consent of DHI Mortgage, such longer period, not to exceed one hundred and nineteen (119) calendar days, as approved). In no event shall any Mortgage Loan be returned to or sales proceeds remitted to DHI Mortgage or CH Funding; Mortgage Loans and/or sale proceeds must be returned to the Collateral Agent and/or to the settlement account above. If you are unable to comply with the above instructions, please so advise the undersigned immediately.

NOTE: BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER, YOU CONSENT TO BE THE CUSTODIAN, AGENT AND BAILEE FOR THE SECURED PARTIES ON THE TERMS DESCRIBED IN THIS LETTER. THE UNDERSIGNED, AS COLLATERAL AGENT, REQUESTS THAT YOU ACKNOWLEDGE RECEIPT OF THE ENCLOSED MORTGAGE LOANS AND THIS LETTER BY SIGNING AND RETURNING THE ENCLOSED COPY OF THIS LETTER TO THE UNDERSIGNED; HOWEVER, YOUR FAILURE TO DO SO DOES NOT NULLIFY SUCH CONSENT.

Sincerely,

U.S. BANK NATIONAL ASSOCIATION,
as the Collateral Agent

By:

Name:

Title:

Address: 225 South Sixth Street
Mortgage Banking Services
EP-MN-M5M13
Minneapolis, MN55402-4302

ACKNOWLEDGEMENT OF RECEIPT:

[Investor]

By:
Name:
Title:
Datte:

Schedule of Mortgage Notes and Other Documents

ANNEX C

SCHEDULE I

			Bank Commitment			Group Bank
Bank	Bank Commitment		Percentage			Percentage
CALYON NEW YORK BRANCH
LLOYDS TSB BANK PLC
JP MORGAN CHASE BANK
TOTAL	$	650,000,000		100	%		100	%

EXHIBIT 10.2

NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and entered into as of March 24, 2006, is by and between DHI Mortgage Company, Ltd., a Texas limited partnership (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Agent” and a “Lender”) and the other Lenders party hereto (collectively, the “Lenders”).

RECITALS

1. The Lenders and the Borrower entered into an Amended and Restated Credit Agreement dated as of April 9, 2004 as amended by a First Amendment to Amended and Restated Credit Agreement dated as of September 22, 2004, by a Second Amendment to Amended and Restated Credit Agreement dated as of April 8, 2005, by a Third Amendment to Amended and Restated Credit Agreement dated as of June 23, 2005, by a Fourth Amendment to Amended and Restated Credit Agreement dated as of September 26, 2005, by a Fifth Amendment to Amended and Restated Credit Agreement dated as of September 28, 2005, by a Sixth Amendment to Amended and Restated Credit Agreement dated as of October 28, 2005, by a Seventh Amendment to Amended and Restated Credit Agreement dated as of November 30, 2005 and by an Eighth Amendment to Amended and Restated Credit Agreement dated as of January 30, 2006 (as amended, the “Credit Agreement”); and

2. The Borrower desires to increase the Aggregate Commitment Amount under the Credit Agreement under the provisions of Section 10.11(d) and to make other changes to certain provisions of the Credit Agreement and the Agent 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. Amendments. The Credit Agreement is hereby amended as follows:

2.1 The definitions of “Aggregate Commitment Amounts” and “Approval Amount” are amended in their entireties to read as follows:

“Aggregate Commitment Amounts”: means the total of the Commitment Amounts of the Lenders, which is $450,000,000, subject to increase in accordance with Section 10.11(d), but not to exceed $600,000,000.

“Approval Amount”: means with respect to U.S. Bank, $165,000,000.

2.2 Section 10.11(d) of the Credit Agreement is amended by deleting the phrase “$450,000,000 ($600,000,000 on September 26 and 27, 2005, and $675,000,000 from September 28, 2005 through October 28, 2005)” and by inserting the following in its place “$600,000,000”.

2.3 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.

Section 3. Effectiveness of Amendments. The amendments contained in this Amendment shall become effective on March 24, 2006 once executed by the Borrower and the Lenders and once the Agent has received the following:

(a) This Amendment and any other documents reasonably required hereunder, including, without limitation, Notes in favor of the Agent and JPMorgan Chase Bank, N.A. (together with this Amendment, the “Amendment Documents”);

(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; and

(c) The Borrower shall have satisfied such other conditions as specified by the Agent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Section 4. Representations, Warranties, Authority, No Adverse Claim.

4.1 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 such date, except for changes permitted by the terms of the Credit Agreement, 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.

4.2 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.

4.3 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 5. 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.

Section 6. Merger and Integration, Superseding Effect. This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment, shall control with respect to the specific subjects hereof and thereof.

Section 7. 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 8. 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 9. 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.

Section 10. 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 11. 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 12. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, 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.

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: Executive Vice President
Chief Financial Officer

STATE OF TEXAS

COUNTY OF TRAVIS

On this the 23^RD day of March, 2006, personally appeared Mark C. Winter, as Executive Vice President 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 Ninth 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     ; OR Produced Identification
Type of ID produced

(NOTARIAL SEAL)

AGENT & LENDER:
U.S. BANK NATIONAL ASSOCIATION

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

(USB Signature Page Ninth Amendment)

JPMORGAN CHASE BANK

By: /s/Cynthia E. Crites
Cynthia E. Crites
Senior Vice President

COMERICA BANK

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

NATIONAL CITY BANK OF KENTUCKY

By: /s/Scott Goodwin
Name: Scott Goodwin
Title: Vice President





COLONIAL BANK, N.A.

By: /s/Amy J. Nunneley

Amy J. Nunneley
Senior Vice President

STATE OF Alabama
COUNTY OF Jefferson
On this the 22^nd day of March, 2006, personally appeared Amy J Nunneley, as Senior Vice President of Colonial Bank, N.A., an Alabama corporation (the

“Bank”), and before me executed this Eighth Amendment to Amended and Restated Credit Agreement, on behalf of the Bank.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

/s/Nicole L. LaRue

Signature of Notary Public, State of Alabama

Nicole L. LaRue

(Print, Type or Stamp Commissioned Name of Notary Public)

Personally known _X     ; OR Produced Identification

Type of ID produced

(NOTARIAL SEAL)

BANK OF AMERICA, N.A.

By: /s/Elizabeth Kurilecz
Elizabeth Kurilecz
Senior Vice President

BNP PARIBAS

By: /s/Shayn March
Its: Shayn March
Director

By: /s/Angela Arnold
Its: Angela B. Arnold
Director

WASHINGTON MUTUAL BANK, FA

By: /s/Brad R. Johnson
Brad R. Johnson
Vice President

SCHEDULE 5

COMMITMENT AMOUNTS AND PERCENTAGE SHARES

From March 24, 2006 until the Drawdown Termination Date

	Commitment		Percentage
	Amount		Share
U.S. Bank National Association
Comerica Bank
National City Bank of Kentucky
Colonial Bank, N.A.
Bank of America, N.A.
BNP Paribas
Washington Mutual Bank, FA
JPMorgan Chase Bank
Total	$	597,500,000		100	%