NOTE 7—WAREHOUSE NOTES PAYABLE

At September 30, 2017, to provide financing to borrowers, the Company has arranged for warehouse lines of credit. In support of the Agencies’ programs, the Company has committed and uncommitted warehouse lines of credit in the amount of $4.8 billion with certain national banks and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). The Company has pledged substantially all of its loans held for sale against the Agency Warehouse Facilities. The Company has arranged for warehouse lines of credit in the amount of $0.4 billion with certain national banks to assist in funding loans held for investment under the Interim Program (“Interim Warehouse Facilities”). The Company has pledged substantially all of its loans held for investment against these Interim Warehouse Facilities. The maximum amount and outstanding borrowings under the warehouse notes payable at September 30, 2017 are shown in the table below:


	September 30, 2017
(dollars in thousands)	Committed		Uncommitted		Temporary		Total Facility		Outstanding
Facility1	Amount		Amount		Increase		Capacity		Balance		Interest rate
Agency Warehouse Facility #1	$	425,000	$	—	$	—	$	425,000	$	190,054	30-day LIBOR plus 1.40%
Agency Warehouse Facility #2		500,000		—		2,066,000		2,566,000		2,228,837	30-day LIBOR plus 1.30%
Agency Warehouse Facility #3		480,000		—		400,000		880,000		424,714	30-day LIBOR plus 1.25%
Agency Warehouse Facility #4		350,000		—		—		350,000		285,170	30-day LIBOR plus 1.40%
Agency Warehouse Facility #5		30,000		—		—		30,000		5,797	30-day LIBOR plus 1.80%
Agency Warehouse Facility #6		250,000		250,000		—		500,000		—	30-day LIBOR plus 1.35%
Fannie Mae repurchase agreement, uncommitted line and open maturity		—		1,500,000		—		1,500,000		75,391	30-day LIBOR plus 1.15%
Total Agency Warehouse Facilities	$	2,035,000	$	1,750,000	$	2,466,000	$	6,251,000	$	3,209,963

Interim Warehouse Facility #1	$	85,000	$	—	$	—	$	85,000	$	43,440	30-day LIBOR plus 1.90%
Interim Warehouse Facility #2		200,000		—		—		200,000		23,272	30-day LIBOR plus 2.00%
Interim Warehouse Facility #3		75,000		—		—		75,000		29,132	30-day LIBOR plus 2.00% to 2.50%
Total Interim Warehouse Facilities	$	360,000	$	—	$	—	$	360,000	$	95,844
Debt issuance costs		—		—		—		—		(218)
Total warehouse facilities	$	2,395,000	$	1,750,000	$	2,466,000	$	6,611,000	$	3,305,589

1 Agency Warehouse Facilities and the Fannie Mae repurchase agreement are used to fund loans held for sale, while Interim Warehouse Facilities are used to partially fund loans held for investment.

During the fourth quarter of 2017, the Company executed the 13th amendment to the warehouse agreement related to Agency Warehouse Facility #1 that extended the maturity date to November 30, 2017. No other material modifications have been made to the agreement during 2017.

During the third quarter of 2017, the Company executed the Second Amended and Restated Warehousing Credit and Security Agreement (the “Second Amended Agreement”) related to Agency Warehouse Facility #2. The Second Amended Agreement removed one of the lenders under the prior agreement, which reduced the maximum committed borrowing capacity of Agency Warehouse Facility #2 to $500.0 million. It also extended the maturity date to September 10, 2018 and reduced the interest rate to the 30-day London Interbank Offered Rate (“LIBOR”) plus 130 basis points. In addition to the committed borrowing capacity, the Second Amended Agreement provides $300.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility. Concurrent with the execution of the Second Amended Agreement, the Company executed a new, separate warehousing credit agreement with one of the lenders under the prior facility, which is referred to as Agency Warehouse Facility #6 and is more fully described below. Also during the third quarter of 2017, the Company executed the first amendment to the Second Amended Agreement that provides a temporary increase of $2.1 billion to fund a specific portfolio of loans. The temporary increase expires the sooner of the sale of the portfolio of loans, or February 28, 2018. The uncommitted borrowing capacity is reduced to zero while the temporary increase is outstanding. No other material modifications have been made to the agreement during 2017.

During the second quarter of 2017, the Company executed the seventh amendment to the warehouse agreement related to Agency Warehouse Facility #3. The amendment reduced the interest rate to 30-day LIBOR plus 125 basis points, extended the maturity date to April 30, 2018, and increased the permanent committed borrowing capacity to $480.0 million. During the third quarter of 2017, the Company executed the eighth amendment to the warehouse agreement that provided for a temporary increase to the borrowing capacity of $400.0 million that expires January 30, 2018. No other material modifications have been made to the agreement during 2017.

During the fourth quarter of 2017, the Company executed the third amendment to the warehouse agreement related to Agency Warehouse Facility #4 that extended the maturity date to October 5, 2018 and reduced the interest rate to 30-day LIBOR plus 130 basis points. No other material modifications have been made to the agreement during 2017.

During the third quarter of 2017, the Company executed a warehousing and security agreement that established Agency Warehouse Facility #6. The warehouse facility has a $250.0 million maximum committed borrowing capacity, provides us with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans, and matures September 18, 2018. The borrowings under the warehouse agreement bear interest at a rate of 30-day LIBOR plus 135 basis points. In addition to the committed borrowing capacity, the agreement provides $250.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility.

During the second quarter of 2017, the Company executed the seventh amendment to the credit and security agreement related to Interim Warehouse Facility #1 that extended the maturity date to April 30, 2018. No other material modifications have been made to the agreement during 2017.

During the second quarter of 2017, the Company exercised its option to extend the maturity date of Interim Warehouse Facility #3 to May 19, 2018. No other material modifications have been made to the agreement during 2017.

As a result of the aforementioned amendments and new agreements, the Company has increased its aggregate borrowing capacity, including temporary increases, from $4.0 billion at December 31, 2016 to $6.6 billion at September 30, 2017.

The warehouse notes payable are subject to various financial covenants, all of which the Company was in compliance with as of the current period end.