EX-10.30.2





 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD
LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED 
 Exhibit
10.30.2 
 EXECUTION VERSION 
  





 
 AMENDMENT NUMBER TWO 

to the 
 Amended and Restated
Mortgage Loan Participation Purchase and Sale Agreement 
 dated as of July 17, 2015 

between 
 BANK OF AMERICA, N.A. 

and 
 LOANDEPOT.COM, LLC 

This AMENDMENT NUMBER TWO (this “Amendment”) is made as of the 9th day
of February, 2016 (the “Effective Date”), by and between Bank of America, N.A. (“Purchaser”) and loanDepot.com, LLC (“Seller”) to the Amended and Restated Mortgage Loan Participation Purchase and Sale
Agreement, dated as of July 17, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between Purchaser and Seller. 

WHEREAS, Seller has requested and Purchaser agrees to amend the Agreement as more specifically set forth herein; and 

WHEREAS, as of the Effective Date, Seller represents to Purchaser that, after giving effect to this Amendment, it is in compliance with all of
the representations and warranties and all of the affirmative and negative covenants set forth in the Agreement and is not in default under the Agreement. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants
herein contained, the parties hereto hereby agree as follows: 
 SECTION 1. Amendments. Effective as of the Effective Date, the
Agreement is hereby amended as follows: 
 (a) Section 10(j) of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following (modified text underlined for review purposes): 
 (j) Seller’s Tangible Net Worth shall
not be less than [***] provided, that Seller’s Tangible Net Worth shall increase on April 1, 2016, by the product of (A) [***] and (B) an amount equal to the excess of the Net Income of Seller from the prior fiscal year over Tax
Distributions related to such fiscal year (to the extent that such Tax Distributions did not reduce the amount of Net Income of Seller). In making the calculations of Net Income for the purpose set forth in the preceding sentence, “earn
out” payments to sellers of assets or stock to Seller in connection with any acquisition or other investment shall be treated as an expense of Seller. The ratio of Seller’s Total Liabilities to Tangible Net Worth shall not at any time be
greater than [***]. Seller’s Liquidity shall not at any time be less than [***]. Seller shall at all times report pre-tax Net Income, on a quarterly basis, (minus to the extent not already deducted in
calculating net income for the related quarter, an amount equal to distributions described in clause (b) of the definition of Permitted Distributions made by the Seller during the related quarter), in an amount greater than $0; provided,
that for the fourth quarter ending on December 31, 2015, Seller shall be permitted to report a net loss, as determined in accordance with GAAP, of up to [***]. 

 












 SECTION 2. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and out
of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with
Section 22(a) of the Agreement. 
 SECTION 3. Defined Terms. Any terms capitalized but not otherwise defined herein should
have the respective meanings set forth in the Agreement. 
 SECTION 4. Limited Effect. Except as amended hereby, the Agreement shall
continue in full force and effect in accordance with its terms. Reference to this 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 5. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser
that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or
Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. 

SECTION 6. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law
provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the
State of New York, except to the extent preempted by federal law. 
 SECTION 7. Severability. Each provision and agreement herein
shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 

SECTION 8. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be
executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged
signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. 

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 - 2 - 













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

									
	 BANK OF AMERICA, N.A.,
 as
Purchaser
	 	             


	  	 LOANDEPOT.COM, LLC,
 as
Seller

					
	By:	 	
                     
                                    
	 		  	By:	  	
                     
                                

	Name:	 		  	Name:
	Title:	 		  	Title:

 Signature Page to Amendment No. 2 to Amended and Restated Mortgage Loan Participation Purchase and Sale
Agreement