Exhibit 10.1


 





AMENDMENT
NO. 3 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT


 


               AMENDMENT
NO. 3 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT, dated as of April 17, 2015 (this “Amendment”), is made
with reference to that certain Senior Secured Term Loan Facility Agreement dated as of February 15, 2013 by and among Ocwen Loan
Servicing, LLC, a Delaware limited liability company (the “Borrower”), Ocwen Financial Corporation, a Florida
corporation (the “Parent”), certain subsidiaries of the Parent (the “Subsidiary Guarantors”),
the Lenders party thereto, and Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”)
and Collateral Agent (in such capacity, the “Collateral Agent”) (as amended by Amendment No. 1 to Senior Secured
Term Loan Facility Agreement and Amendment No. 1 to Pledge and Security Agreement, dated as of September 23, 2013, as further
amended by Amendment No. 2 to Senior Secured Term Loan Facility Agreement, dated as of March 2, 2015, the “Credit Agreement”).
Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.


RECITALS


               The
Borrower has requested that the Required Lenders and the Administrative Agent agree to amend certain provisions of the Credit
Agreement, in accordance with the requirements of Section 10.05 of the Credit Agreement, and the Required Lenders and the Administrative
Agent are willing to so agree subject to the terms and conditions contained in this Amendment.


               Subject
to the terms and conditions set forth herein, on the Amendment No. 3 Effective Date (as defined below), each Lender delivering
an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time, on April
17, 2015 (each a “Consenting Lender”) has consented to this Amendment and the amendments set forth herein.


               Accordingly,
in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, the receipt and adequacy
of which are hereby acknowledged, the Borrower, the Required Lenders and the Administrative Agent hereby agree as follows:


               1.            Amendments
to the Credit Agreement.


                              (a)               Section
1.01 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical order:


                                                  “Amendment
No. 3 Effective Date” means April 20, 2015.


                              (b)               The
definition of “Consolidated Excess Cash Flow” in Section 1.01 of the Credit Agreement is hereby amended by
replacing the phrase “non-operating and” appearing in clause (ii)(a)(4) thereof with “non-operating and/or”
and inserting the following at the end of clause (ii)(a)(4) thereof “(and, for the avoidance of doubt, the $150,000,000
payment made to the New York Department of Financial Services in December 2014 is a non-recurring item for purposes of this clause
(4))”.



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                              (c)               The
definition of “Consolidated Net Income” in Section 1.01 of the Credit Agreement is hereby amended by replacing
the phrase “non-operating and” appearing in clause (ii)(e) thereof with “non-operating and/or” and inserting
the following at the end of clause (ii)(e) thereof “(and, for the avoidance of doubt, the $150,000,000 payment made to the
New York Department of Financial Services in December 2014 is a non-recurring item for purposes of this clause (e))”.


                              (d)               Section
5.01(c) of the Credit Agreement is hereby amended by replacing the phrase “which report and/or the accompanying financial
statements shall be unqualified as to going concern and scope of audit” appearing in clause (ii) thereof with “which
report and/or the accompanying financial statements shall be, except for, with respect to going concern, the fiscal year ending
on December 31, 2014, unqualified as to going concern and scope of audit”.


                              (e)               Section
5.01(c) of the Credit Agreement is hereby further amended by replacing the proviso at the end of such Section with the following:


	               	                                   “;
                                         provided, however, that, for the fiscal year ending on December 31, 2014,
                                         any financial statements, reports or information required under this Section 5.01(c)
                                         may be delivered on or prior to May 29, 2015”.






                              (f)               Each
party hereto hereby acknowledges and agrees that if any delay in the filing by the Parent of its Annual Report on Form 10-K with
the SEC with respect to the fiscal year ending on December 31, 2014 results in or causes any default or breach under the Credit
Agreement or any other Loan Documents (other than any Event of Default under Section 8.01(e) of the Credit Agreement that continues
for more than 5 days), no such breach or default shall constitute a Default or Event of Default under the Credit Agreement so
long as the Parent files such Annual Report on or prior to May 29, 2015.


               2.            [Reserved].


               3.            Conditions.
Section 1 of this Amendment shall become effective as of the Amendment No. 3 Effective Date (provided that the amendments
in Sections 1(b) and 1(c) of this Amendment to the definitions of “Consolidated Excess Cash Flow” and “Consolidated
Net Income” shall become effective as of December 31, 2014) when, and only when:


                              (a)               the
Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either
(i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative
Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed
a counterpart of this Amendment;


                              (b)               the
Administrative Agent shall have received a certificate of an Authorized Officer of the Parent certifying that immediately before
and after giving effect to this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the
representations and warranties (x) of each Loan Party set forth in the Loan Documents and (y) in Section 4 of this Amendment,
in each case, are true and correct in all material respects as of the Amendment No. 3 Effective Date (or in the case of Section
4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), as of the date of the most recent delivery prior
to the Amendment No. 3 Effective Date of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit
Agreement); it being understood that, to the extent that any such representation and warranty specifically refers to an earlier
date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that
is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct
in all respects (after giving effect to any such qualification therein); and



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                              (c)               the
Borrower shall have paid to the Administrative Agent (x) all fees in the amounts previously agreed in writing and in accordance
with Section 6 below to be paid on the Amendment No. 3 Effective Date, (y) all costs and expenses of the Administrative Agent
(including, without limitation the fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative
Agent) and (z) for the ratable account of each Consenting Lender, an amount equal to 0.50% of the outstanding principal amount
of such Consenting Lender’s Loans on the Amendment No. 3 Effective Date.


               The
effectiveness of this Amendment (other than Sections 7, 8 and 9 hereof) is conditioned upon the accuracy of the representations
and warranties set forth in Section 4 hereof.


               4.            Representations
and Warranties. In order to induce the Lenders party hereto to enter into this Amendment, the Parent and each other Loan Party
hereby represents and warrants to the Administrative Agent and each Lender as follows:


                              (a)               This
Amendment has been duly authorized, executed and delivered by the Loan Parties and constitutes the legal, valid and binding obligations
of each of the Loan Parties enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at law;


                              (b)               On
and as of the Amendment No. 3 Effective Date (before and after giving effect to this Amendment), each of the representations and
warranties made by the Parent and any other Loan Party contained in Article IV of the Credit Agreement and each other Loan Document
is true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects on and as of the Amendment No. 3 Effective
Date (before and after giving effect to this Amendment), as if made on and as of such date and except to the extent that such
representations and warranties specifically relate to an earlier date); and


                              (c)               No
Default or Event of Default has occurred and is continuing.


               5.            Credit
Agreement. The Credit Agreement and the other Loan Documents shall in all other respects remain in full force and effect,
and no amendment, consent, waiver, or other modification herein in respect of any term or condition of any Loan Document shall
be deemed to be an amendment, consent, waiver, or other modification in respect of any other term or condition of any Loan Document.
Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants
and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements
as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee
of the Obligations under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant
to the Security Documents.



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               6.            Fees
and Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and
expenses of Cahill Gordon & Reindel LLP), if any, in accordance with the terms of Section 10.02 of the Credit Agreement.


               7.            Counterparts.
This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or pdf or other
electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.


               8.            Loan
Document. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement.


               9.            Governing
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


               10.          Severability.
Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment
in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as would be enforceable.


               11.          Headings.
The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this Amendment.


[SIGNATURE PAGES
FOLLOW]







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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


	 	 	 
	 	BARCLAYS
    BANK PLC,
	 	as
    Administrative Agent and the Collateral Agent
	 	 
	 	By:	/s/ Alicia Borys
	 	Name:  	Alicia Borys
	 	Title: 	Vice President





    	



    	 



    



ACKNOWLEDGED
AND AGREED TO BY:


	 	OCWEN LOAN SERVICING, LLC, as Borrower
	 	 	 
	 	By: 	/s/ Michael R. Bourque
	 	Name. 	Michael R. Bourque
	 	Title: 	Chief Financial Officer
	 	 	 
	 	OCWEN FINANCIAL CORPORATION, as Parent
	 	 	 
	 	By:	/s/ Michael R. Bourque
	 	Name.	Michael R. Bourque
	 	Title: 	Chief Financial Officer
	 	 	 
	 	SUBSIDIARY GUARANTORS:
	 	 	 
	 	OCWEN MORTGAGE SERVICING, INC.
	 	 	 
	 	By:	/s/ Michael R. Bourque
	 	Name. 	Michael R. Bourque
	 	Title: 	Chief Financial Officer
	 	 	 
	 	HOMEWARD RESIDENTIAL HOLDINGS, INC.
	 	 	 
	 	By:	/s/ John V. Britti
	 	Name: 	John V. Britti
	 	Title: 	Chief Financial Officer
	 	 	 
	 	HOMEWARD RESIDENTIAL, INC.
	 	 	 
	 	By:	/s/ John V. Britti
	 	Name: 	John V. Britti
	 	Title: 	Chief Financial Officer





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