Exhibit 10.5.1

   

  TIAA BANK

  Warehouse Finance

  301 W. Bay Street

    Jacksonville, FL 32202

   

  December 15, 2020

   

  Home Point Financial Corporation

  2211 Old Earhart Road, Suite 250

  Ann Arbor MI 48105

  Attention: Joseph Ruhlin

  Email: [***]

   

  		Re:	First Amendment to the Amended and Restated Master Repurchase Agreement and Amended and Restated Pricing Letter (“ First Amendment”).


   

  Ladies and Gentlemen:

   

  This First Amendment, effective as of December 15, 2020 (the “Amendment Effective Date”), amends that certain Amended and Restated Pricing
    Letter dated September 18, 2020, as amended, (the “Pricing Letter”), and that Amended and Restated Master Repurchase Agreement dated September 18, 2020, as amended (the “Repurchase Agreement”) by and between Home Point Financial
    Corporation (the “Seller), TIAA, FSB, formerly known as EverBank (as Administrative Agent for the Buyers and as “Buyer”) and Capital One, National Association (as “Buyer”). The Repurchase Agreement and Pricing Letter are sometimes
    collectively referred to herein as the, “Agreement”.

   

  WHEREAS, Seller and Buyer have agreed to amend the Agreement as set forth herein.

   

  NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
    follows:

   

  SECTION 1.   Amendments.

   

  (a)    The following definition contained in the Repurchase Agreement is hereby amended and restated in their entirety as follows:

   

  ““Indebtedness” shall mean, with respect to any Person, total liabilities, as reported on that Person’s balance sheet and calculated in
    accordance with GAAP, excluding liabilities associated with Mortgage Loans serviced by Seller that are eligible for repurchase pursuant to Chapter 18 of the Ginnie Mae MBS Guide.”

   

  SECTION 2.   Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement.

   

  SECTION 3.  Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this First
    Amendment need not be made

   

  
  
     

  

  
     

  

  
   

  in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with
    respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

   

  SECTION 4.  Representations. In order to induce Buyers to execute and deliver this First Amendment, Seller hereby represents and warrants to Buyers that as of the
    date hereof, except as otherwise expressly waived by Buyers in writing, Seller is in full compliance with all of the terms and conditions of the Facility Documents, including without limitation all of the representations and warranties and all of the
    affirmative and negative covenants, and no Default or Event of Default has occurred and is continuing under the Agreement.

   

  SECTION 5.  Governing Law. This First Amendment and any claim, controversy or dispute arising under or related to or in connection with this First Amendment, 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 Sections 5-1401 and 5-1402
    of the New York General Obligations Law, which shall govern.

   

  SECTION 6.  Counterparts. This First Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which
    together shall constitute but one and the same agreement. This First Amendment, to the extent signed and delivered by facsimile or other electronic means, shall be treated in all manner and respects as an original agreement and shall be considered to
    have the same binding legal effect as if it were the original signed version thereof delivered in person. No signatory to this First Amendment shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that
    any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such Person forever waives any such defense.

   

  SECTION 7. Fees. There are no transaction, document or modification fees due and owing as a result of this First Amendment.

   

  THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK

   

  
  
     

  

  
     

  

  
   

  IN WITNESS WHEREOF, Seller and Buyer have caused this First Amendment to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

   

  HOME POINT FINANCIAL CORPORATION

  as Seller

   

  	By:	/s/ Joseph Ruhlin	 
	Name:	Joseph Ruhlin	 
	Title:	Treasurer	 


   

  TIAA, FSB, f/k/a EVERBANK

  as Buyer

   

  	By:	/s/ Mark Bucior	 
	Name:	Mark Bucior	 
	Title:	Vice President	 


   

  CAPITAL ONE, NATIONAL ASSOCIATION

  as Buyer

   

  	By:	/s/ Paul Spiridigliozzi	 
	Name:	Paul Spiridigliozzi	 
	Title:	Managing Director	 


   

  Signature Page to the First Amendment to the Pricing Letter – Home Point Financial Corporation