exv10w36






Exhibit 10.36




CONFIDENTIAL TREATMENT REQUESTED




AMENDMENT NUMBER THREE

to the

Amended and Restated Transactions Terms Letter

Dated as of October 21, 2010

between

BANK OF AMERICA, N.A.

and

NATIONSTAR MORTGAGE LLC



     This
AMENDMENT NUMBER THREE (this “Amendment”) is made as
of this 17th day of
January, 2012, by and between Bank of America, N.A. (“Buyer”) and Nationstar Mortgage LLC
(“Seller”) to the Amended and Restated Transactions Terms Letter, dated as of October 21,
2010 (as amended, supplemented or otherwise modified from time to time, the “Terms
Letter”), by and between Buyer and Seller. Reference is hereby made to that certain 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 Terms Letter 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 the Terms Letter and is not in default under the Agreement or the
Terms Letter;



     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 January 17, 2012 (the “Effective
Date”) the Terms Letter is hereby amended as follows:



     (a) The Terms Letter is hereby modified by deleting the definition of “Expiration Date” in its
entirety and replacing it with the following (with modified text underlined for review purposes):



	 	 	 

	     Expiration Date:

	 	Expiring on January 15, 2013.






     (b) The Terms Letter is hereby modified by deleting the definition of “Aggregate Transaction
Limit” in its entirety and replacing it with the following (with modified text underlined for
review purposes):



	 	 	 

	     Aggregate Transaction Limit:

	 	$300,000,000, consisting of the sum of the Committed
Amount and the Uncommitted Amount; which amount may be increased from time to time at
Buyer’s sole discretion as provided in the definition of Uncommitted Amount.






     (c) The Terms Letter is hereby modified by deleting the definition of “Committed Amount” in
its entirety and replacing it with the following (with modified text underlined for review
purposes):



	 	 	 

	     Committed Amount:

	 	$175,000,000.






 









 






     (d) The Terms Letter is hereby modified by deleting the definition of “Uncommitted Amount” in
its entirety and replacing it with the following (with modified text underlined for review
purposes):



	 	 	 

	     Uncommitted Amount:

	 	$125,000,000 or such greater amount agreed to by Buyer in its
sole discretion from time to time.






     (e) The Terms Letter is hereby modified by deleting subclause (a) of the definition of
“Financial Covenants” in its entirety and replacing it with the following (with modified text
underlined for review purposes):



	 	 	 

	     (a) Minimum Tangible Net Worth:

	 	The sum of (i) $175,000,000 plus (ii) (A) the product
of (x) two (2) and (y) the aggregate amount of proceeds received by Seller in connection
with an issuance of equity interests in Seller from and after January
17, 2012 divided by
(B) three (3).






     (f) The Terms Letter is hereby modified by deleting the definition of “Facility Fee” in its
entirety and replacing it with the following (with modified text underlined for review purposes):



	 	 	 

	     Facility Fee:

	 	[***] which is equal to the product of (i) [***] and (ii) the
Committed Amount. The Facility Fee shall be deemed due, earned and payable in full
on January 17, 2012, in accordance with Section 5.1 of the Agreement.
Upon early termination of the Agreement by Seller, no portion of the Facility Fee
shall be refunded. The fee is payable based on Committed Amount only and shall be
prorated in the event of increases in the Committed Amount.






     (g) The Terms Letter is hereby modified by deleting the definition of “Eligible Mortgage
Loans” in its entirety and replacing it with the following (with modified text underlined for
review purposes):



	 	 	 

	     Eligible Mortgage Loans:

	 	A Mortgage Loan shall be an Eligible Mortgage Loan only if (i) it
is a first lien, fixed or adjustable rate Mortgage Loan on a single family residential
property that is either (x) an Agency Eligible Mortgage Loan that is also (1) a
Conventional Conforming Mortgage Loan or (2) a Jumbo Mortgage Loan, (y) a Government
Mortgage Loan, or (z) a Jumbo Mortgage Loan that is not an Agency Eligible Mortgage
Loan, (ii) it was originated in compliance with and remains in compliance with, or
was otherwise acquired in compliance with the Agency Guides (unless it is a Jumbo
Mortgage Loan that is not an Agency Eligible Mortgage Loan), Buyer’s Correspondent
Guidelines (if applicable) and Seller’s underwriting guidelines approved by Buyer in
its sole reasonable discretion and (iii) it meets each of
the following criteria:








 




			
	***	 	Note: Confidential treatment has been requested with respect to the information contained within the [***]
marking. Such portions have been omitted
from this filing and have been filed separately with the Securities and Exchange Commission.





 









 






	 	(a)	 	each of the applicable representations and warranties in
Section 8.1(r) and 8.1(v) and Exhibit L of the
Agreement are true and correct;
	 
	 	(b)	 	the
Purchase Date for such Mortgage Loan is not more than
thirty (30) days past the origination date for such
Mortgage Loan;
	 
	 	(c)	 	such Mortgage
Loan is not thirty (30) or more days contractually
delinquent (as determined by using the MBA method of
delinquency) nor has it been thirty (30) or more days
contractually delinquent since the origination date for
such Mortgage Loan;
	 
	 	(d)	 	such Mortgage
Loan is not subject to a Transaction for longer than the
Maximum Dwell Time;
	 
	 	(e)	 	if such Mortgage
Loan is a Wet Mortgage Loan, the Purchase Price of such
Mortgage Loan when added to the Aggregate Outstanding
Purchase Price of all Purchased Mortgage Loans that are
Wet Mortgage Loans, shall not exceed 30% of the
Aggregate Transaction Limit;
	 
	 	(f)	 	if such Mortgage
Loan is a Noncompliant Asset (per clause (a) of the
definition thereof), the Purchase Price of such Mortgage
Loan when added to the Aggregate Outstanding Purchase
Price of all other Purchased Mortgage Loans that are
Noncompliant Assets (per clause (a) of the definition
thereof), shall not exceed 10% of the Aggregate
Transaction Limit;
	 
	 	(g)	 	no rescission
notice and/or notice of right to cancel shall have been
improperly delivered to the Mortgagor, and the related
rescission period related shall have expired;
	 
	 	(h)	 	such Mortgage
Loan was originated with full documentation;
	 
	 	(i)	 	such Mortgage
Loan must have an unpaid principal balance of at least
$50,000;
	 
	 	(j)	 	such Mortgage
Loan is not secured by Mortgaged Property located in the
Commonwealth of Puerto Rico;
	 
	 	(k)	 	such Mortgage
Loan shall neither be a HELOC Mortgage Loan nor a
reverse mortgage loan;
	 
	 	(l)	 	such Mortgage
Loan’s FICO Score is not less than 620 (except as
otherwise permitted in clause (m) below);




 









 






	 	(m)	 	if such Mortgage
Loan is a Government Mortgage Loan either (i) with a
FICO Score between 550 and 619 at the time of
origination or (ii) secured by a Manufactured Home
originated in compliance with Title II under Section
203(b) of the Federal Housing Act, then the Purchase
Price of such Mortgage Loan, when added to the Aggregate
Outstanding Purchase Price of (x) all Purchased Mortgage
Loans that are Government Mortgage Loans with FICO
Scores between 550 and 619 and (y) all Purchased
Mortgage Loans that are secured by a Manufactured Homes
originated in compliance with Title II under Section
203(b) of the Federal Housing Act, shall not exceed
5% of the Aggregate Transaction Limit;
	 
	 	(n)	 	[reserved];
	 
	 	(o)	 	such Mortgage
Loan has not been previously rejected for purchase by
any investor;
	 
	 	(p)	 	such Mortgage
Loan has not been repurchased by Seller from any Person
to whom such Mortgage Loan was previously sold
(including transfers in connection with
securitizations);
	 
	 	(q)	 	the Mortgagor in
respect of such Mortgage Loan is not a partnership,
corporation or other non-natural person (other than an
inter-vivos trust which conforms to the Agency Guides);
	 
	 	(r)	 	if such Mortgage
Loan is a Jumbo Mortgage Loan, the original principal
balance of such Mortgage Loan was not greater than
$1,500,000;
	 
	 	(s)	 	if such Mortgage
Loan is a Jumbo Mortgage Loan that is not an Agency
Eligible Mortgage Loan, the Purchase Price of such
Mortgage Loan when added to the Aggregate Outstanding
Purchase Price of all other Purchased Mortgage Loans
that are Jumbo Mortgage Loans that are not Agency
Eligible Mortgage Loans, shall not exceed 30% of the
Aggregate Transaction Limit;
	 
	 	(t)	 	if such Mortgage
Loan is a Jumbo Mortgage Loan, (i) such Mortgage Loan
must be subject to a valid and binding Purchase
Commitment with an Approved Investor, and (ii) the
related Purchase Commitment must be validly and
effectively assigned to Buyer;
	 
	 	(u)	 	if such Mortgage
Loan is a Texas Cash-Out Refinance Mortgage Loan, Buyer
has not elected, in its sole discretion, to exclude such
Mortgage Loan from the related Transaction; and




 









 






	 	(v)	 	if
such Mortgage Loan is a Texas Cash-Out Refinance
Mortgage Loan, the Purchase Price of such Mortgage Loan
when added to the Aggregate Outstanding Purchase Price
of all other Purchased Mortgage Loans that are Texas
Cash-Out Refinance Mortgage Loans, shall not exceed
5% of the Aggregate Transaction Limit.





     (h) Schedule 1 of the Terms Letter is hereby modified by deleting it in its entirety
and replacing it with the form of Annex A attached hereto (with modified text underlined
for review purposes).



     SECTION 2. Condition Precedent — Facility Fee. As a condition precedent to the
effectiveness of this Amendment, Seller shall pay to Buyer the Facility Fee in an amount equal to
[***] in immediately available funds.



     SECTION 3. 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 4. Defined Terms. Any terms capitalized but not otherwise defined herein
should have the respective meanings set forth in the Agreement and the Terms Letter, as applicable.



     SECTION 5. Limited Effect. Except as amended hereby, the Terms Letter shall continue
in full force and effect in accordance with its terms. Reference to this Amendment need not be
made in the Terms Letter 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
Terms Letter, any reference in any of such items to the Terms Letter being sufficient to refer to
the Terms Letter as amended hereby.



     SECTION 6. 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 7. 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 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.



[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]






 




			
	***	 	Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have
been omitted from this filing and have been filed separately with the Securities and Exchange Commission.





 









 





     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., 

as Buyer

	 	 	 	NATIONSTAR MORTGAGE LLC,

as Seller	 	 
	 
	 	 	 	 	 	 
	By: /s/ Craig Weakley
 

Name: Craig Weakley

	 	 	 	By: /s/ Gregory Oniu
 

Name: Gregory Oniu
	 	 
	Title: Managing Director

	 	 	 	Title: Senior Vice President	 	 






Amendment Three to Amended and Restated Transactions Terms Letter



 









 





ANNEX A




SCHEDULE 1




ELIGIBLE ASSETS



	 	 	 	 	 	 	 	 	 
	 	 	Type	 	 	 	Type Purchase Price	 	Maximum
	 	 	Sublimit*	 	Type Margin	 	Percentage	 	Dwell Time**
	Type A:
	 	 	 	 	 	 	 	 
	Agency Eligible Mortgage Loans that
are also Conventional Conforming
Mortgage Loans
(1st
lien
mortgages only), including Jumbo
Mortgage Loans that are Agency
Eligible Mortgage Loans

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	Type B:
	 	 	 	 	 	 	 	 
	Government Mortgage Loans

(1st
lien mortgages only)

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	Type C:
	 	 	 	 	 	 	 	 
	Jumbo Mortgage Loans that are not
Agency Eligible Mortgage Loans
(1st lien mortgages only)

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	Type D:
	 	 	 	 	 	 	 	 
	Government
Mortgage Loans (1st lien
mortgages only) that are: (i)
secured by manufactured homes and
originated in compliance with Title
II under FHA 203(b); or (ii) have
FICO scores between 550 and 619

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	Noncompliant Assets (per clause (a)
of the definition thereof) that are
Type A, Type B, Type C or Type D
Mortgage Loans that have been
subject to one or more Transactions
hereunder for a period greater than
45 days but not greater than 60
days.

	 	[***]

[***]

[***]
	 	[***]

[***]

[***]
	 	[***]

[***]

[***]
	 	15 calendar days

from the date on

which the Mortgage

Loan became a

Noncompliant Asset
	 
	Wet Mortgage Loans — Type A, Type
B, Type C and Type D Mortgage Loans
(all Transactions are funded to the
closing table with closing agents
approved by Buyer) (excluding loans
originated under a correspondent
program)

	 	[***]

[***]

[***]
	 	[***]

[***]

[***]
	 	[***]

[***]

[***]
	 	7 Business Days

from origination
	 
	Texas Cash-Out Refinance Mortgage
Loans — Type A and Type B Mortgage
Loans

	 	[***]
	 	[***]
	 	[***]
	 	45 calendar days
	 
	Eligible Certified Mortgage Loans
that are Portfolio Mortgage Loans
— Type A and Type B Mortgage Loans

	 	[***]
	 	[***]
	 	[***]
	 	60 calendar days
from the date on
which the Mortgage
Loan first became
subject to a
Transaction whether
or not it was an
Eligible Certified
Mortgage Loan at
the time
	 
	Eligible Certified Mortgage Loans
that are Pooled Mortgage Loans —
Type A, Type B and Type D Mortgage
Loans

	 	[***]
	 	[***]
	 	[***]
	 	60 calendar days
from the date on
which the Mortgage
Loan first became
subject to a
Transaction whether
or not it was an
Eligible Certified
Mortgage Loan at
the time









 




			
	***	 	Note: Confidential treatment has been requested with respect to the information contained within the [***]
marking. Such portions have been omitted
from this filing and have been filed separately with the Securities and Exchange Commission.





 









 






	 	 	 	 	 	 	 	 	 
	 	 	Type	 	 	 	Type Purchase Price	 	Maximum
	 	 	Sublimit*	 	Type Margin	 	Percentage	 	Dwell Time**
	Fannie Mae, Freddie Mac or Ginnie 

Mae Mortgage-Backed Securities

	 	[***]
	 	[***]
	 	[***]
	 	10 calendar days
from the date of
issuance of
security to Buyer








 




			
	*	 	Unless otherwise specified, all Type Sublimits are calculated as a percentage of
the Aggregate Transaction Limit (as the same may be increased or decreased pursuant to the terms of
the Agreement).
	 
	**	 	All Maximum Dwell Times are calculated without regard to whether the time that such
Purchased Asset is subject to the Facility is consecutive.
	 
	***	 	Note: Confidential treatment has been requested with respect to the information contained within
the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.