Exhibit 10.2


 





 


October 29, 2010


 


Home
Loan Center, Inc.


163
Technology Drive


Irvine,
California 92618


 


Attention:  Mr. Rian Furey


 


Re:          Master Repurchase Agreement,
dated as of October 30, 2009, between JPMorgan Chase Bank, N.A., as Buyer,
and Home Loan Center, Inc., as Seller and the related Side Letter of even
date therewith


 


Ladies
and Gentlemen:


 


This letter (this “Second Amendment to Side
Letter”) amends, for the second time, the Side Letter dated October 30,
2009 (the “Original Side Letter”) that was executed concurrently with
the captioned Master Repurchase Agreement (as amended by Letter Agreement dated
November 27, 2009, Amendment No. 1 to Master Repurchase Agreement
dated March 11, 2010, Amendment No. 2 to Master Repurchase Agreement
dated March 11, 2010, Amendment No. 3 to Master Repurchase Agreement
dated July 22, 2010, and Amendment No. 4 to Master Repurchase
Agreement dated of even date herewith, collectively, the “Agreement”).  Reference is here made to the Original Side
Letter (as previously amended by that certain Amendment No. 1 to Side
Letter dated March 11, 2010 between Seller and Buyer and as amended
hereby, the “Side Letter”) and the Agreement for all purposes.  Capitalized terms defined in the Side Letter
or the Agreement and used but not defined differently in this Second Amendment
to Side Letter have the same meanings here as in the Side Letter and the
Agreement.


 


The Seller has requested, and the Buyer has agreed,
to increase the Facility Amount and to make certain other changes to the Side
Letter.  The Parties hereby amend the
Side Letter, effective as of the date of this Second Amendment to Side Letter,
as follows:


 


For good and valuable consideration received by each
Party from the other Party, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby amend the Side Letter as follows
(paragraphs below are numbered to correspond to the number of the paragraph in
the Original Side Letter and consequently are sometimes numbered
nonsequentially):


 


1.             In paragraph 1
(“Commitment”), “One Hundred Million Dollars ($100,000.00)” is
substituted for “75,000,000.”


 


3.             Pricing Rate.  The first sentence of Paragraph 3 of
the Side letter is amended to read as follows:


 

















 


For purposes of the
Agreement and all other Transaction Documents, “Pricing Rate” means for any
Purchased Mortgage Loan as of any date of determination, the following
respective rates or if Buyer shall in Buyer’s sole discretion elect from time
to time to give Seller a notice specifying lower Pricing Rate(s) for a
specified time period, such lower Pricing Rate(s) specified in such notice
for the time period specified in such notice:


 


(a)           for any CL Loan, the per
annum percentage rate equal to the sum of (i) the greater of the Adjusted
LIBOR Rate for such day and two percent (2.00%) and (ii) two and
one-fourth percent (2.25%);


 


(b)           for any CL Jumbo Loan, the
per annum percentage rate equal to the sum of (i) the greater of the
Adjusted LIBOR Rate for such day and two percent (2.00%) and (ii) two and
one-half percent (2.50%); and


 


(c)           for any other Eligible
Mortgage Loan, the per annum percentage rate equal to the sum of (i) the
greater of the Adjusted LIBOR Rate for such day and two percent (2.00%) and (ii) two
and one-fourth percent (2.25%).


 


The definitions of “Adjusted
LIBOR Rate”, “LIBOR Rate” and “Statutory Reserve Rate” set forth in Paragraph 3
of the Side Letter are not hereby amended and continue to be defined as set
forth in Paragraph 3 of the Side Letter.


 


6.             Paragraph 6 (“Non-Usage
Fee”) of the Side Letter is hereby deleted in its entirety and amended to
read:  “6.  Reserved.”


 


Notwithstanding
any other provision of this Second Amendment to Side Letter, the amendment
provided for in Paragraph 1 above shall not become effective until (i) the
Parties have executed and delivered this Second Amendment to Side Letter and
Amendment No. 4 to Master Repurchase Agreement of even date herewith
between Seller and Buyer, (ii) the Guarantors have executed a confirmation
of the Guaranty in form and substance acceptable to Buyer and (iii) the
Seller has increased the balance in the Cash Pledge Account to Eight Hundred
Thousand Dollars ($800,000).  Such
amendment shall become effective automatically upon the last to occur of the
three events described in clauses (i), (ii) and (iii) of the
immediately preceding sentence.


 


The
Parties hereby ratify and confirm the Agreement and, as further amended hereby,
the Side Letter, to be in full force and effect.


 


Please
confirm our mutual agreement as set forth herein and acknowledge receipt of
this First Amendment to Side Letter by executing the enclosed copy of this
letter and returning it to JPMorgan Chase Bank, N.A., 712 Main Street, 9th Floor, Houston, Texas 77002,
Attention: Mr. John Greene (email john.r.greene@jpmchase.com or fax (713)
216-2818).  If you have any questions
concerning this matter, please contact me by email, or by phone at (713)
216-0255.


 


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  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN GREENE

  
	
   

  	
   

  	
  John Greene

  
	
   

  	
   

  	
  Underwriter

  



 


 


CONFIRMED AND ACKNOWLEDGED:


 


HOME
LOAN CENTER, INC.,


as
Seller


 


	
  By:

  	
  /s/ RIAN FUREY

  	
   

  
	
  Name:

  	
  Rian Furey

  	
   

  
	
  Title:

  	
  SVP

  	
   

  



 


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