Exhibit 10.2

 



 

June 29, 2011

 

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 “Fourth Amendment to Side Letter”) amends, for the fourth 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, Amendment No. 4 to Master Repurchase Agreement dated October 29, 2010, Amendment No. 5 to Master Repurchase Agreement dated March 31, 2011, and Amendment No. 6 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, that certain Second Amendment to Side Letter dated October 29, 2010, that certain Third Amendment to Side Letter dated March 31, 2011, 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 Fourth 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 make certain changes to the Side Letter.  For good and valuable consideration received by each Party from the other Party, the receipt and sufficiency of which are hereby acknowledged, effective as of the date of this Fourth Amendment to Side Letter, 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):

 











 

2.                                      Purchase Price.  Paragraph 2 of the Side Letter is amended in its entirety to read as follows:

 

For purposes of the Agreement and all other Transaction Documents, “Purchase Price” means, on any date:

 

(a)                                  for any CL Loan except Investor Loans, ninety-seven percent (97%) of the lowest on that day of its (i) Outstanding Principal Balance, (ii) Market Value, and (iii) Takeout Value;

 

(b)                                 for any CL Jumbo Loan, ninety-three percent (93%) of the lowest on that day of its (i) Outstanding Principal Balance, (ii) Market Value, and (iii) Takeout Value;

 

(d)                                 for any Investor Loan, ninety-five percent (95%) of the lowest on that day of its (i) Outstanding Principal Balance, (ii) Market Value, and (iii) its Takeout Value; and

 

(e)                                  for any other Eligible Mortgage Loan, ninety-five percent (95%) of the lowest on that day of its (i) Outstanding Principal Balance, (ii) Market Value, and (iii) Takeout Value.

 

4.                                      Margin Percentage.  Paragraph 4 of the Side Letter is amended in its entirety to read as follows:

 

For purposes of the Agreement and all other Transaction Documents, “Margin Percentage” means, on any date:

 

(a)                                  for any CL Loan except Investor Loans, ninety-seven percent (97%);

 

(b)                                 for any Investor Loan, ninety-five percent (95%);

 

(c)                                  for any CL Jumbo Loan, ninety-three percent (93%); and

 

(d)                                 for any other Eligible Mortgage Loan (including Non-CL Loans), ninety-five percent (95%).

 

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 Fourth 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/   Daniela Aranguren
    
	
 
    	
 
    	
 
    	
Daniela   Aranguren
    
	
 
    	
 
    	
 
    	
Underwriter
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
CONFIRMED AND ACKNOWLEDGED:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
HOME LOAN CENTER, INC.,
    	
 
    	
 
    
	
as Seller
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Rian Furey
    	
 
    	
 
    
	
Name:
    	
Rian   Furey
    	
 
    	
 
    
	
Title:
    	
Senior   Vice President
    	
 
    	
 
    


 

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