Exhibit
10.2


 


Execution Copy


 


SIDE LETTER


 


October 30, 2009


 


Home Loan Center, Inc.


163 Technology Drive


Irvine, California  92618


 


	
  Re:

  	
  Master Repurchase
  Agreement, dated as of

  
	
   

  	
  October 30, 2009,
  between JPMorgan Chase Bank, N.A.,

  
	
   

  	
  as Buyer, and Home Loan Center, Inc., as Seller

  



 


Ladies and Gentlemen:


 


This letter (this “Side Letter”) sets forth certain
fees, commitments and pricing information relating to the agreement among
JPMorgan Chase Bank, N.A., as Buyer (“Buyer”) and Home Loan Center, Inc.,
as Seller (“Seller”), pursuant to which Seller engages Buyer to enter into
reverse repurchase arrangements whereby Seller from time to time sells to
Buyer, and simultaneously agrees to repurchase on a date certain or on demand,
certain first lien mortgage loans (the “Mortgage Loans”) pursuant to the Master
Repurchase Agreement dated as of October 30, 2009 (the “Agreement”)
between Buyer and Seller.  This is the
“Side Letter” as defined and referred to in the Agreement.  Capitalized terms used and not otherwise defined
herein shall have the meanings provided in the Agreement.


 


Buyer and Seller agree, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, as
follows:


 


1.                                       Commitment.


 


Subject to the terms and conditions set forth
in the Agreement, Buyer agrees to enter into Transactions from time to time
under the Agreement, as supplemented by this Side Letter, with respect to
Eligible Mortgage Loans having a maximum aggregate Purchase Price outstanding
at any one time of $75,000,000 (such maximum amount, the “Facility Amount”)
from the date hereof until the Termination Date.


 


2.                                       Purchase Price.


 


For purposes of the Agreement and all other Transaction Documents,
“Purchase Price” means, on any date:


 


(a)  for any CL Loan, 97% of the lowest
of (i) the Outstanding Principal Balance of such CL Loan on such date, (ii) the
Market Value of such CL Loan on such date and (iii) the Takeout Value for
such CL Loan on such date; and


 

















 


(b)  for any other Eligible Mortgage
Loan, 95% of the lowest of (i) the Outstanding Principal Balance of such
Eligible Mortgage Loan on such date, (ii) the Market Value of such
Eligible Mortgage Loan on such date and (iii) the Takeout Value for such
Eligible Mortgage Loan on such date.


 


3.                                       Pricing Rate.


 


For purposes of the Agreement and all other
Transaction Documents, “Pricing Rate” means for any Purchased Mortgage Loan as
of any date of determination:


 


(a)                                  for any CL
Loan, the per annum percentage rate equal to the sum of (i) the greater of
the Adjusted LIBOR Rate for such day and 2.00% and (ii) 2.50%; and


 


(b)                                 for any other
Eligible Mortgage Loan, the per annum percentage rate equal to the sum of (i) the
greater of the Adjusted LIBOR Rate for such day and 2.00% and (ii) 2.75%.


 


As used herein, the following terms shall
have the corresponding definitions:


 


“Adjusted LIBOR Rate” means, for any date, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the
LIBOR Rate as of such date (or if such date is not a Business Day, on the
immediately preceding Business Day) multiplied by (b) the
Statutory Reserve Rate as of such date.


 


“LIBOR Rate” means, for any date, the rate appearing on Reuters Screen
LIBOR01 (or on any successor or substitute page of such service, or any successor
to or substitute for such service, providing rate quotations comparable to
those currently provided on such page of such service, as determined by
Buyer from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) on such date (or
if such rate does not appear on Reuters Screen LIBOR01 or any such successor or
substitute page on such date, then the immediately preceding date on which
such rate so appears), as the rate for dollar deposits for an interest period
of one (1) month.  In the event that
such rate is not available at such time for any reason, then the “LIBOR Rate”
shall be the rate at which dollar deposits in the approximate amount of
principal outstanding on such date and for one (1) month are offered by
the principal London office of Buyer in immediately available funds in the
London interbank market on such date (or if such dollar deposits are not so
offered on such date, then the immediately preceding date on which such
deposits are so offered).


 


“Statutory Reserve Rate” means, as of any date, a fraction (expressed
as a decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board of Governors of the Federal Reserve
System to which Buyer is subject, with respect to the Adjusted LIBOR Rate, for
Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board) as of such date. 
Such reserve percentages shall include those imposed pursuant to such
Regulation D.  Transactions shall be
deemed to constitute Eurocurrency funding and to be subject to 


 


2

















 


such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time under such
Regulation D or any comparable regulation. 
The Statutory Reserve Rate shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.


 


4.                                       Margin
Percentage.


 


For purposes of the Agreement and all other Transaction Documents,
“Margin Percentage” means, on any date:


 


(a)  for any CL Loan, 97%; and


 


(b)  for any other Eligible Mortgage
Loan, 95%.


 


5.                                       Facility Fee.


 


Seller shall pay to Buyer each year an amount
(the “Facility Fee”) equal to 0.25% of the Facility Amount.  The Facility Fee shall be payable in equal
quarterly installments.  The first
installment is payable on or prior to the initial Purchase Date under the
Agreement.  Subsequent installments are
payable on the first Remittance Date after the end of each three month period
occurring after the initial Purchase Date. 
The entire unpaid amount of the Facility Fee for the first year during
which the Agreement is effective shall be immediately due and payable on the
date of termination of the Agreement if the Agreement is terminated within
twelve (12) months after the date hereof. 
The Facility Fee payments are not refundable in whole or in part for any
reason whatsoever.


 


6.                                       Non-Usage Fee.


 


Seller shall pay to Buyer on each Remittance
Date following the end of each calendar month, and on the date the Agreement
terminates, an amount (the “Non-Usage Fee”) equal to the product of (a) 1/12th of 0.25% and (b) the excess of the
Facility Amount over the average aggregate Purchase Price outstanding during
such month; provided, however, that no Non-Usage Fee shall be
payable with respect to any month for which the average aggregate Purchase
Price outstanding during such month is greater than or equal to 50% of the
Facility Amount; and provided further, however, that
no Non-Usage Fee shall be payable with respect to the first one hundred and
twenty (120) days following the date hereof. 
The Non-Usage Fee, if any, for the period from the end of such initial
120-day period to the last day of the month in which such initial 120-day
period ends shall be pro rated based on the actual number of days remaining in
such month following the end of such initial 120-day period.  The Non-Usage Fee, if any, for the month in
which the Agreement is terminated shall be pro rated based on the actual number
of days the Agreement is effective during such month.  The Non-Usage Fee payments are not refundable
in whole or in part for any reason whatsoever.


 


7.                                       Package and
Funding Fee.


 


Seller shall pay to Buyer an amount (the
“Package and Funding Fee”) equal to $35.00 plus Buyer’s standard wire transfer
and shipping fees, as applicable, for each Purchased 


 


3

















 


Mortgage Loan on the next Remittance Date
following the applicable Purchase Date. 
The Package and Funding Fees are not refundable in whole or in part for
any reason whatsoever.


 


8.                                       Fraud Detection
Fee.


 


Seller shall pay to Buyer an amount (the
“Fraud Detection Fee”) equal to $7.50 for each Purchased Mortgage Loan on the
next Remittance Date following the applicable Purchase Date for the use of a
third- party mortgage fraud detection service. 
The Fraud Detection Fee will not be payable with respect to any
Purchased Mortgage Loan for which there is submitted with the Loan File a fraud
detection report acceptable to Buyer in its sole discretion.  The Fraud Detection Fee payments are not
refundable in whole or in part for any reason whatsoever.


 


9.                                       Change in
Facility Amount; Calculation of Fees.


 


(a)                            In the event
that the Agreement is amended pursuant to its terms so as to increase or
decrease the Facility Amount, all calculations of fees under this Side Letter
that are based on the Facility Amount shall be adjusted accordingly as of the
date such amendment becomes effective.


 


(b)                           Buyer shall
calculate the amount of the Pricing Rate, the Facility Fee and the Non-Usage
Fee and the results of such calculations shall be incontestable absent manifest
error.  Buyer shall advise Seller of the
periodic amounts of such rate and fees at least one (1) Business Day
before payment is due.


 


10.                                 Depository Relationship.  Seller agrees to establish and maintain a
treasury provider relationship with Buyer.


 


11.                                 Controlling
Agreement.


 


In the event of any inconsistency between the
terms and provisions contained herein and those in the Agreement, the terms and
provisions of this Side Letter shall govern.


 


12.                                 Additional Fees.


 


All fees payable pursuant to this Side Letter
are in addition to any fees, expenses and indemnification amounts payable
pursuant to the terms of the Agreement.


 


13.                                 Confidentiality.


 


Buyer and Seller agree that this Side Letter
and all drafts hereof, the documents referred to herein or relating hereto and
the transactions contemplated hereby are confidential in nature and the parties
agree that, unless otherwise directed by a court of competent jurisdiction,
each shall limit the distribution of such documents and the discussion of such
transactions to such of its officers, employees, attorneys, accountants and
agents as is required in order to fulfill its obligations under such documents
and with respect to such transactions.


 


4

















 


14.                                 Term of Side
Letter; Amendment; Payments.


 


(a)                            The terms and
provisions set forth in this Side Letter shall terminate upon the latest to
occur of (a) the Termination Date, (b) date on which the Agreement is
terminated and (c) the date on which all amounts due by Seller under the
Transaction Documents have been indefeasibly paid in full.


 


(b)                           No amendment,
waiver, supplement or other modification of this Side Letter shall be effective
unless made in writing and executed by each of the parties hereto.


 


(c)                            All payments to
be made by Seller to Buyer pursuant to this Side Letter shall be made by wire
transfer in immediately available funds to the account specified by Buyer.


 


15.                                 Successors and
Assigns.


 


(a)                            The rights and
obligations of Seller under this Side Letter shall not be assigned by Seller
without the prior written consent of Buyer and any such assignment without the
prior written consent of Buyer shall be null and void.


 


(b)                           Buyer may
assign all or any portion of its rights, obligations and interest under this
Side Letter at any time without the consent of any Person; provided, however,
that any such assignment, other than an assignment to an Affiliate of Buyer, is
subject to the prior written consent of Seller so long as an Event of Default
or Default has not occurred and is not continuing.  Seller’s consent shall not be required if an
Event of Default or Default has occurred and is continuing.


 


16.                                 Counterparts.


 


This Side Letter may be executed in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and all such counterparts shall constitute one and the same
instrument.


 


17.                                 Governing Law.


 


(a)                                  THIS SIDE
LETTER 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 (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).


 


(b)                                 SELLER HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING
IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS SIDE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.  SELLER HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. 
NOTHING IN THIS PARAGRAPH 17 SHALL AFFECT THE RIGHT OF BUYER TO BRING
ANY 


 


5

















 


ACTION
OR PROCEEDING AGAINST SELLER OR ITS PROPERTY IN THE COURTS OF OTHER
JURISDICTIONS.  EACH PARTY CONSENTS TO
THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS FOR NOTICES SPECIFIED IN
THE AGREEMENT.


 


(c)                                  EACH OF SELLER
AND BUYER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN SELLER AND
BUYER ARISING OUT OF OR IN ANY WAY RELATED TO THIS SIDE LETTER OR ANY OTHER
TRANSACTION DOCUMENT.  THIS PROVISION IS
A MATERIAL INDUCEMENT TO BUYER TO PROVIDE THE FACILITY EVIDENCED BY THE
AGREEMENT AND THIS SIDE LETTER.


 


[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 


6

















 


Please confirm our mutual agreement as set
forth herein and acknowledge receipt of this Side Letter by executing the
enclosed copy of this letter and returning it to JPMorgan Chase Bank, N.A., 712
Main Street, 7th Floor, Houston, Texas 77002, Attention:  Jack Camiolo (facsimile number: (713)
216-3024).  If you have any questions
concerning this matter, please contact the undersigned at (713) 216-3019.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  as Buyer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Ken Block

  
	
   

  	
   

  	
   

  	
  Name: Ken Block

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  CONFIRMED AND
  ACKNOWLEDGED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HOME LOAN CENTER, INC., as
  Seller

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
    /s/ Rian Furey

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Rian Furey

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Senior Vice President

  	
   

  	
   

  	
   

  



 


7