Exhibit 10.1


 


AMENDMENT NO. 1 TO


TRANSACTIONS TERMS
LETTER


 


This AMENDMENT NO. 1 TO
TRANSACTIONS TERMS LETTER (the “Amendment”) is made and entered into as of April 28,
2010 by and between Bank of America, N.A. (“Buyer”) and Home Loan Center, Inc.
(“Seller”). This Amendment amends that certain Transactions Terms Letter by and
between Buyer and Seller dated as of May 1, 2009 (the “Transactions Terms
Letter”), which supplements that certain Master Repurchase Agreement by and
between Buyer and Seller dated as of May 1, 2009 (as may be amended from
time to time, the “Agreement”).


 


RECITALS


 


Buyer
and Seller have previously entered into the Transactions Terms Letter and
Agreement pursuant to which Buyer may, from time to time, purchase certain
mortgage loans from Seller and Seller agrees to sell certain mortgage loans to
Seller under a master repurchase facility. 
Buyer and Seller hereby agree that the Transactions Terms Letter 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.                                       Expiration Date:. 
Buyer and Seller agree that the ‘Expiration Date” set forth within the
Transactions Terms Letter shall be amended as follows:


 


	
  “Expiration Date:

  	
  Expiring on June 29,
  2010”

  



 


2.                                       Other Covenants. 
Buyer and Seller agree that Other Covenants (a) set forth within
the Transactions Terms Letter shall be deleted in its entirety and replaced
with the following, all other existing Other Covenants shall remain unchanged:


 


	
  “Other Covenants:

  	
   

  
	
   

  	
  (a)

  	
  To help ensure that
  Seller has adequate approved investors for mortgage loans originated by
  Seller, Seller shall become and remain an approved client of Bank of America
  Home Loans Correspondent Lending (“Correspondent Lending”) and enter into an
  assignment of trade, direct trade, commitment or similar agreement with
  Correspondent Lending to sell at least 25% of Conventional Conforming
  Mortgage Loans and 25% of Government Mortgage Loans originated by Seller per
  quarter to Correspondent Lending for the term of the Agreement. Such
  agreement shall also provide for a pair off fee of 25 basis points on the
  difference between the required volume and actual volume of mortgage loans
  sold to Correspondent Lending.”

  
			



 


3.                                       No
Other Amendments; Conflicts with Previous Amendments.  Other than as expressly modified and amended
herein, the Transactions Terms Letter shall remain in full force and effect and
nothing herein shall affect the rights and remedies of Buyer as provided under
the Transactions Terms Letter and Agreement. To the extent any amendments to
the Transactions Terms Letter contained herein conflict with any previous
amendments to the Transactions Terms Letter, the amendments contained 


 


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herein shall control.


 


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


 


5.                                       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.  Buyer shall have no obligation to honor the
terms and conditions of this Amendment if Seller fails to fully execute and
return this document to Buyer within thirty (30) days after the date hereof.


 


	
  BANK
  OF AMERICA, N.A.

  	
   

  	
   

  	
  HOME LOAN CENTER, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Blair Kenny

  	
   

  	
  By:

  	
  /s/ Rian Furey

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Blair Kenny

  	
   

  	
  Name:

  	
  Rian Furey

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  SVP

  



 


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