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): October 1, 2013
___________

DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction
of incorporation)
1-9819
(Commission File Number)
52-1549373
(IRS Employer
Identification No.)
 
 
 
4991 Lake Brook Drive, Suite 100
Glen Allen, Virginia
(Address of principal executive offices)
 
23060-9245
(Zip Code)

Registrant's telephone number, including area code: (804) 217-5800

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:

 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 October 1, 2013, Issued Holdings Capital Corporation (“ IHCC ”), a direct, wholly-owned subsidiary of Dynex Capital, Inc. (the “ Company ”), entered into an Amendment No. 1 (the “ Amendment ”) to IHCC’s Master Repurchase and Securities Contract (as amended, the “ Repurchase Agreement ”) with Wells Fargo Bank, National Association.

The Amendment extended the termination date of the Repurchase Agreement to August 6, 2015, subject to early termination provisions contained in the Repurchase Agreement. The term of the Repurchase Agreement may be extended for a period not to exceed one year, subject to limitations on extension of the Repurchase Agreement provided therein. In connection with the Amendment, the aggregate maximum borrowing capacity under the Repurchase Agreement was increased to $250 million. No changes were made to the guarantee agreement (the “ Guarantee Agreement ”) under which the Company fully guarantees all of IHCC’s payment and performance obligations under the Repurchase Agreement.

See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2012 for additional disclosure regarding the terms of the Repurchase Agreement and the Guarantee Agreement. The Repurchase Agreement, as amended, and the Guarantee Agreement contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type. The Guarantee Agreement also contains financial covenants that require the Company to meet at all times minimum consolidated net worth, minimum liquidity, and maximum indebtedness to consolidated net worth requirements.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.23.1.


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

See Item 1.01 above, the content of which is incorporated herein by reference.







Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Description
 
 
 
10.23.1
 
Amendment No. 1 to Master Repurchase and Securities Contract dated as of October 1, 2013 between Issued Holdings Capital Corporation, Dynex Capital, Inc. (as guarantor) and Wells Fargo Bank, National Association.









SIGNATURE

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.

 
 
DYNEX CAPITAL, INC.
 
 
 
 
 
 
 
 
Date:
October 7, 2013
By:
/s/ Stephen J. Benedetti
 
 
 
Stephen J. Benedetti
 
 
 
Executive Vice President, Chief Operating Officer and Chief Financial Officer





Exhibit Index


Exhibit No.
 
Description
 
 
 
10.23.1
 
Amendment No. 1 to Master Repurchase and Securities Contract dated as of October 1, 2013 between Issued Holdings Capital Corporation, Dynex Capital, Inc. (as guarantor) and Wells Fargo Bank, National Association.







Execution Copy




AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of October 1, 2013 (this “ Amendment No. 1” ), between and among ISSUED HOLDINGS CAPITAL CORPORATION , a Virginia corporation (the “ Seller ”), WELLS FARGO BANK, N.A. , a national banking association, as buyer (in such capacity, the “ Buyer” ), and DYNEX CAPITAL, INC. , a Virginia corporation having its principal place of business at 4991 Lake Brook Drive, Suite 100, Glen Allen, VA 23060 (“ Guarantor” ). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement.

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of August 6, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Repurchase Agreement” );

WHEREAS, in connection with the Repurchase Agreement, (i) Guarantor executed and delivered to Buyer a Guarantee Agreement, dated as of August 6, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Guarantee” ), and (ii) Buyer and Seller executed and delivered a Fee and Pricing Letter dated as of August 6, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Fee and Pricing Letter” );

WHEREAS, Seller, Buyer and Guarantor have agreed, to amend certain provisions of the Repurchase Agreement and the Fee and Pricing Letter in the manner set forth herein.

THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Guarantor and Buyer each hereby agree as follows:

SECTION 1.     Amendment to Repurchase Agreement.      The defined term “ Facility Termination Date ”, as set forth in ARTICLE 2 of the Repurchase Agreement, is hereby amended and restated in its entirety to read as follows:

“ Facility Termination Date” : The earliest of (a) August 6, 2015, as such date may be extended pursuant to Section 3.06 , (b) any Accelerated Repurchase Date and (c) any date on which the Facility Termination Date shall otherwise occur in accordance with the Repurchase Documents or Requirements of Law.

SECTION 2.      Conditions Precedent.      This Amendment No. 1 and its provisions shall become effective on the first date on which this Amendment No. 1 is executed and delivered by a duly authorized officer of each of Seller, Buyer and Guarantor (the “ Amendment Effective Date ”).





SECTION 3.      Representations, Warranties and Covenants . Each of Seller and Guarantor hereby represents and warrants to Buyer, as of the date hereof and as of the Amendment Effective Date, that (i) each is in compliance with all of the terms and provisions set forth in each Repurchase Document to which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Seller hereby confirms and reaffirms its representations, warranties and covenants contained in the Repurchase Agreement.

SECTION 4.      Acknowledgement . Seller hereby acknowledges that Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement and the other Repurchase Documents.

SECTION 5.      Limited Effect . Except as expressly amended and modified by Amendment No. 1, the Repurchase Agreement, the Guarantee, the Fee and Pricing Letter and each of the other Repurchase Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided , however , that upon the Amendment Effective Date, each (x) reference therein and herein to the “Repurchase Documents” shall be deemed to include, in any event, this Amendment No. 1, (y) each reference to the “Repurchase Agreement” in any of the Repurchase Documents shall be deemed to be a reference to the Repurchase Agreement as amended hereby, and (z) each reference in the Repurchase Agreement to “this Agreement”, this “Repurchase Agreement”, “hereof”, “herein” or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement as amended by Amendment No. 1.

SECTION 6.      Counterparts . This Amendment No. 1 may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 1 in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.

SECTION 7.      Expenses.      Seller and Guarantor agree to pay and reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment No. 1, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft LLP, counsel to Buyer.

SECTION 8.      GOVERNING LAW .

THIS AMENDMENT NO. 1 AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

[SIGNATURES FOLLOW]





IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.


SELLER

ISSUED HOLDINGS CAPITAL CORPORATION,
a Virginia corporation

By:
/s/ Stephen J. Benedetti             
Name:
Stephen J. Benedetti
Title:
President

By:
/s/ Wayne E. Brockwell             
Name:
Wayne E. Brockwell
Title:
Senior Vice President


BUYER

WELLS FARGO BANK, N.A., a national banking
association

By:
/s/ Darren J. Esser                 
Name:
Darren J. Esser
Title:
Managing Director


GUARANTOR

DYNEX CAPITAL, INC., a Virginia corporation

By:
/s/ Stephen J. Benedetti             
Name:
Stephen J. Benedetti
Title:
Chief Operating Officer

By:
/s/ Wayne E. Brockwell             
Name:
Wayne E. Brockwell
Title:
Senior Vice President