exv10w33





Exhibit 10.33




AMENDMENT NUMBER ONE

to the

Amended and Restated Master Repurchase Agreement

Dated as of October 21, 2010

between

BANK OF AMERICA, N.A.

and

NATIONSTAR MORTGAGE LLC




     This AMENDMENT NUMBER ONE (this “Amendment”) is made as of this 24th day of November,
2010, by and between Bank of America, N.A. (“Buyer”) and Nationstar Mortgage LLC
(“Seller”) to the Amended and Restated Master Repurchase Agreement, dated as of October 21,
2010 (as amended, supplemented or otherwise modified from time to time, the “Agreement”),
by and between Buyer and Seller.



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



     WHEREAS, as of the date of this Amendment, Seller represents to Buyer that 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 November 24, 2010 (the “Effective
Date”) the Agreement is hereby amended as follows:



     (a) Section 2.2 of the Agreement is hereby modified by deleting it in its entirety and
replacing it with the following (with modified text underlined for review purposes):




	 	Section 2.2	 	 Transaction Limits. The Aggregate Transaction Limit and each Type Sublimit shall be as set forth
in the Transactions Terms Letter. Upon forty-five (45) days prior written notice to
Seller, Buyer shall have the right to terminate any Transactions with respect to the
Uncommitted Amount and require the repurchase of any such Purchased Assets, or reduce,
whether permanently or temporarily, and without refund of any fee or other amount
previously paid by Seller, the Aggregate Transaction Limit and/or each Type Sublimit by
an amount up to the Uncommitted Amount. Upon seven (7) days prior written notice
to Seller, Buyer shall have the right to terminate any Transactions with respect to
Mortgage Loans that are Texas Cash-Out Refinance Mortgage Loans and require the
repurchase of the related Purchased Assets, or reduce, whether permanently or
temporarily, and without refund of any fee or other amount previously paid by Seller,
the related Type Sublimit in connection therewith. In the event of any reduction
pursuant to this Section 2.2, Buyer shall give Seller prior notice thereof,
which notice shall designate (a) the effective date of any such reduction, (b) the
amount of the reduction and (c) the Transaction and/or Type Sublimit limit(s) to which
such reduction amount shall apply. Buyer shall not be liable to Seller for any costs,
losses or damages arising from or relating to a reduction by Buyer in the Aggregate
Transaction Limit or any Type Sublimit.




 









 











     (b) Exhibit A of the Agreement is hereby amended by inserting the following new
definition in its appropriate alphabetical order:




Texas Cash-Out Refinance Mortgage Loan: A Mortgage Loan originated in the state of
Texas pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution.



     SECTION 2. Fees and Expenses. Seller agrees to pay to Buyer all fees and out of
pocket expenses incurred by Buyer in connection with this Amendment, including all reasonable fees
and out of pocket costs and expenses of the legal counsel Buyer incurred in connection with this
Amendment, in accordance with Section 12.2 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 Buyer to execute and deliver this
Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full
compliance with all of the terms and conditions of the Principal Agreements and remains bound by
the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing
under the Principal Agreements.



     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. 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.



[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]





- 2 -









 








     IN WITNESS WHEREOF, Buyer 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.,	 	 	 	NATIONSTAR MORTGAGE LLC,	 	 
	as Buyer	 	 	 	as Seller	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Craig Weakley
 

	 	 
	 	By:
	 	/s/ Gregory Oniu
 

	 	 
	Name: Craig Weakley	 	 	 	Name: Gregory Oniu	 	 
	Title: Managing Director	 	 	 	Title: Senior Vice President	 	 





Amendment One to Amended and Restated Master Repurchase Agreement