Exhibit 10.1


 


AMENDMENT NO. 1 TO


MASTER REPURCHASE AGREEMENT


 


THIS AMENDMENT NO. 1 (the “Amendment”)
is made and entered into as of February 23, 2009 by and between the
Warehouse Lending Division of Countrywide Bank, FSB (“Buyer”) and Home Loan
Center, Inc. (“Seller”).  This
Amendment amends and clarifies that certain Master Repurchase Agreement between
Buyer and Seller dated January 25, 2008 (as may be amended from time to
time, the “Repurchase Agreement”). 
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Repurchase Agreement.


 


R
E C I T A L S


 


Pursuant to the Repurchase
Agreement, Buyer and Seller have agreed to engage in Transactions whereby
Seller may, from time to time, sell to Buyer certain residential Mortgage Loans
(including the servicing rights related thereto) and/or other mortgage related
assets and interests, against the transfer of funds by Buyer, with a
simultaneous agreement by Buyer to sell to Seller such Purchased Assets at a date
certain or on demand, against the transfer of funds by Seller.  Buyer and Seller hereby agree that the
Repurchase Agreement shall be amended as provided herein.


 


In consideration of the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller
hereby agree as follows:


 


1.                                       Section 10.9 - Payment
of Dividends and Retirement of Stock.  Buyer and Seller agree that Section 10.9
shall be deleted in its entirety and replaced with the following:


 


“10.9                     Payment of Dividends and
Retirement of Stock.  Seller shall not, without the prior written
consent of Buyer, (a) declare or pay any dividends upon its shares of
stock now or hereafter outstanding, except dividends payable in the capital
stock of Seller, or make any distribution of assets to its shareholders,
whether in cash, property or securities, or (b) acquire, purchase, redeem
or retire shares of its capital stock now or hereafter outstanding for value;
with the exception that Seller may make distributions to Seller’s parent
company Lending Tree, LLC so long as such distributions are in the normal
course of Seller’s mortgage banking business operations.”


 


2.                                       No Other Amendments. 
Other than as expressly clarified, modified and amended herein, the
Repurchase Agreement shall remain in full force and effect and nothing herein
shall affect the rights, remedies and obligations of the parties as provided
under the Repurchase Agreement.


 


3.                                       Capitalized Terms.  Any
capitalized term used herein and not otherwise defined herein shall have the
meaning ascribed to such term in the Agreement.


 


4.                                       Facsimiles. 
Facsimile signatures shall be deemed valid and binding to the same
extent as the original.


 


IN WITNESS WHEREOF, Buyer
and Seller have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the date first written above.


 


	
  COUNTRYWIDE
  BANK, FSB

  	
  HOME LOAN
  CENTER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ BLAIR F. KENNY

  	
   

  	
  By:

  	
  /s/ Rian Furey

  
	
  Name:

  	
  BLAIR F. KENNY

  	
  Name:

  	
  Rian Furey

  
	
  Title:

  	
  EVP, CHIEF OPERATIONS
  OFFICER

  COUNTRYWIDE BANK, FSB

  	
  Title:

  	
  Senior Vice
  President