EX-10.2



 Exhibit 10.2 

AMENDMENT NO. 1 
 TO
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT 
 Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated as
of August 8, 2017 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its Cayman
Islands Branch (“CS Cayman,” a “Committed Buyer” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer”) and other Buyers joined thereto from time to
time (the “Buyers”), REVERSE MORTGAGE SOLUTIONS, INC. (the “Seller”) and RMS REO CS, LLC (“REO Subsidiary” and together with Seller, each a “Seller Party” and collectively, the
“Seller Parties”). 
 RECITALS 

The Administrative Agent, Buyers and the Seller Parties are parties to that certain (a) Amended and Restated Master Repurchase Agreement,
dated as of February 21, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase
Agreement”) and (b) Amended and Restated Pricing Side Letter, dated as of February 21, 2017 (the “Pricing Side Letter”). The Guarantor is party to that certain Amended and Restated Guaranty (as amended, restated,
supplemented or otherwise modified from time to time, the “Guaranty”), dated as of February 21, 2017, by the Guarantor in favor of Administrative Agent for the benefit of Buyers. Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Existing Repurchase Agreement, Pricing Side Letter and Guaranty, as applicable. 
 The
Administrative Agent, Buyers, Seller Parties and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the
Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Administrative Agent and Buyers have required the Guarantor to ratify and affirm the Guaranty on the date hereof. 

Accordingly, the Administrative Agent, Buyers, Seller Parties and the Guarantor hereby agree, in consideration of the mutual promises and
mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows: 
 SECTION 1. Event of
Default. Section 15(n) of the Existing Repurchase Agreement is hereby amended by inserting the text “(except with respect to financial statements for the period ended December 31, 2016)” immediately after the words
“financial statements”. 
 SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date
hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent: 
 2.1
Delivered Documents. On the Amendment Effective Date, the Administrative Agent on behalf of Buyer shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance: 

(a) this Amendment, executed and delivered by the Administrative Agent, Buyers, the Seller and the Guarantor; 







 (b) written e-mail confirmation from an authorized officer of Guarantor stating
that Seller has received amendments substantially similar to this Amendment from all of other relevant counterparties with whom Seller has an additional repurchase or warehouse facility; and 

(c) such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request. 

SECTION 3. Representations and Warranties. Seller hereby represents and warrants to the Administrative Agent and Buyers that it is
in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and
warranties contained in Section 13 of the Repurchase Agreement. 
 SECTION 4. Limited Effect. Except as expressly amended
and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 

SECTION 5. 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 6. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each
of which shall be an original and all of which taken together shall constitute one and the same instrument. 
 SECTION 7.
Reaffirmation of Guaranty. The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty
shall apply to all of the Obligations of Seller to Administrative Agent and Buyers under the Repurchase Agreement and Pricing Side Letter, as amended hereby. 

SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 
 [SIGNATURE PAGE FOLLOWS] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date
first above written. 
  

					
	 CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative
Agent



 
					
		
	By:	 	/s/ Michael B. Dryden


 
			
	Name:	 	Michael B. Dryden
	Title:	 	Managing Director


 
					
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Committed Buyer




 
					
		
	By:	 	/s/ Michael Eaton


 
			
	Name:	 	Michael Eaton
	Title:	 	Authorized Signatory


 
					
		
	By:	 	/s/ Patrick Duggan


 
			
	Name:	 	Patrick Duggan
	Title:	 	Authorized Signatory


 
					
	
	 ALPINE SECURITIZATION LTD, as a Buyer, by Credit Suisse AG, New York Branch as
Attorney-in-Fact



 
					
		
	By:	 	/s/ Michael Eaton


 
			
	Name:	 	Michael Eaton
	Title:	 	Associate


 
					
		
	By:	 	/s/ Patrick Duggan


 
			
	Name:	 	Patrick Duggan
	Title:	 	Associate


 Signature Page to Amendment No. 1 to Amended and Restated Master Repurchase Agreement 








					
	 REVERSE MORTGAGE SOLUTIONS, INC., as
Seller



 
					
		
	By:	 	/s/ Cheryl Collins


 
			
	Name:	 	Cheryl Collins
	Title:	 	SVP & Treasurer


 
					
	
	 RMS REO CS LOLC, as REO
Subsidiary



 
					
		
	By:	 	/s/ Cheryl Collins


 
			
	Name:	 	Cheryl Collins
	Title:	 	Manager


 
					
	
	 WALTER INVESTMENT MANAGEMENT CORP., as Guarantor




 
					
		
	By:	 	/s/ Cheryl Collins


 
			
	Name:	 	Cheryl Collins
	Title:	 	SVP & Treasurer


 Signature Page to Amendment No. 1 to Amended and Restated Master Repurchase Agreement