FIRST AMENDMENT To Credit Agreement Dated as of June 12, 2009 by and among

Exhibit 10.29

EXECUTION COPY

FIRST AMENDMENT

To Credit Agreement

Dated as of June 12, 2009

by and among

PASSIVE ASSET TRANSACTIONS, LLC,

as Borrower,

RFC ASSET HOLDINGS II, LLC,

as Borrower,

RESIDENTIAL FUNDING COMPANY, LLC,

as Guarantor,

GMAC MORTGAGE, LLC,

as Guarantor,

RESIDENTIAL CAPITAL, LLC

as Guarantor,

Certain Affiliates of the Borrowers and Guarantors

party hereto as Obligors,

GMAC LLC,

as Initial Lender and as Credit Agent and as Omnibus Agent

and

Certain Other Financial Institutions and Persons from

time to time party hereto as Lenders

This FIRST AMENDMENT (this “ Agreement ”), dated as of June 12, 2009 (the “ Amendment Effective Date ”), is by and among Passive Asset Transactions, LLC, a Delaware limited liability company (“ PATI ”), RFC Asset Holdings II, LLC, a Delaware limited liability company (“ RAHI ” and, together with PATI, each a “ Borrower ” and collectively, the “ Borrowers ”), Residential Funding Company, LLC, a Delaware limited liability company (“ RFC ”), Residential Capital, LLC, a Delaware limited liability company (“ ResCap ”), GMAC Mortgage, LLC, a Delaware limited liability company (“ GMAC Mortgage ”, and together with RFC and ResCap, each a “ Guarantor ” and collectively, the “ Guarantors ”), the various other parties signatory hereto as obligors (the “ Obligors ”), GMAC LLC, a Delaware limited liability company (“GMAC”), as the initial lender (in such capacity, the “ Initial Lender ”), the financial institutions and other Persons that are or may from time to time become parties hereto as Lenders (together with the Initial Lender and their respective successors and assigns, each a “ Lender ” and collectively, the “ Lenders ”), GMAC, as agent for the Lenders (together with its successors and assigns in such capacity, the “ Credit Agent ”), and GMAC, as Omnibus Agent (together with its successors and assigns in such capacity, the “ Omnibus Agent ”) under the Omnibus Security Agreement (as defined in the Credit Agreement).

Reference is hereby made to the Credit Agreement, dated as of June 1, 2009, among the Borrowers, the Guarantors, the Lenders, the Credit Agent and the Omnibus Agent (as amended and modified through the date hereof, the “ Credit Agreement ”).

RECITALS

1. Each of the parties hereto is a party to the Credit Agreement.

2. The parties hereto desire to make certain amendments to the Credit Agreement.

3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and agrees to the matters set forth herein.

4. In consideration of the premises and mutual agreements herein contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1 Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Credit Agreement.

ARTICLE II

AMENDMENTS TO THE CREDIT AGREEMENT

SECTION 2.1 Amendments to the Credit Agreement . Each of the parties hereto hereby consents and agrees that the Credit Agreement shall be amended as of the Amendment Effective Date as follows:

(a) The first sentence of the second paragraph of Section 7.01(w) of the Credit Agreement is hereby amended and restated as follows:

“If any proposed Approved Additional Collateral consists of US Mortgage Loans, the Obligors shall deliver to the Credit Agent a schedule of the proposed Approved Additional Collateral, which schedule shall include loan data, with the same detail and in the same format, as the data file delivered to the Credit Agent on May 19, 2009 in connection with the first groups of US Mortgage Loans included in the Collateral (or such other data, detail or format as the Credit Agent and the Obligors shall mutually agree), and in any event sufficient data to identify each Mortgage Loan thereon and shall include both (i) the US Mortgage Loans proposed to be added to the Group A Loans, the Group B Loans, the Group C Loans or any other Loan Group and (ii) the US Mortgage Loans included in each Loan Group included in the Collateral at the time such schedule is delivered.”

SECTION 2.2 Amendment to Definitions . Each of the parties hereto hereby consents and agrees that the definitions in Schedule 1.01 to the Credit Agreement shall be amended as of the Amendment Effective Date as follows:

(a) The following definitions in Schedule 1.01 to the Credit Agreement are hereby amended and restated in full to read as follows:

“ Aggregate Commitment Amount ” means, at any time, $470,000,000. The Borrowers may elect to reduce the Aggregate Commitment Amount in accordance with Section 2.10(b) .

“ Group A Loans ” means US Mortgage Loans designated as Group A Loans in a Mortgage Schedule by the Obligors; provided that, once a US Mortgage Loan has been so designated in one Mortgage Schedule it may not be designated as being included in another Loan Group in a subsequent Mortgage Schedule without the prior written consent of the Credit Agent.

“ Group B Loans ” means US Mortgage Loans designated as Group B Loans in a Mortgage Schedule by the Obligors; provided that, once a US Mortgage Loan has been so designated in one Mortgage Schedule, it may not be designated as being included in another Loan Group in a subsequent Mortgage Schedule without the prior written consent of the Credit Agent.

“ Mortgage Schedule ” means any schedule of mortgage loans delivered by the Obligors in connection with a Collateral Addition Designation Notice relating to US Mortgage Loans in the form of a data tape, CD Rom or other tangible medium identifying for each mortgage loan: (i) the loan number, (ii) the name of the borrower, (iii) the address of the property securing such mortgage loan, (iv) the original principal amount of such mortgage loan and (v) the designated Loan Group for such mortgage loan.

(b) The following definitions are hereby inserted in Schedule 1.01 to the Credit Agreement in the correct alphabetical order:

“ Group C Loans ” means US Mortgage Loans designated as Group C Loans in a Mortgage Schedule by the Obligors; provided that, once a US Mortgage Loan has been so designated in one Mortgage Schedule, it may not be designated as being included in another Loan Group in a subsequent Mortgage Schedule without the prior written consent of the Credit Agent.

“ Loan Group ” means the Group A Loans, the Group B Loans, the Group C Loans and any other group of US Mortgage Loans designated in a Collateral Addition Designation Notice and identified in the related Mortgage Schedule by the Obligors; provided that, once a US Mortgage Loan has been designated as being included in a particular Loan Group in a Mortgage Schedule it may not be designated as being included in another Loan Group in a subsequent Mortgage Schedule without the prior written consent of the Credit Agent.

SECTION 2.3 Amendment to Schedules . Each of the parties hereto hereby consents and agrees that the Schedules to the Credit Agreement shall be amended as of the Amendment Effective Date as follows:

(a) Section 3(i) of Schedule 2.04 is hereby amended by deleting the phrase “Group A Loans” at the end of the paragraph and replacing it with “Group B Loans”.

(b) Section 3(j) of Schedule 2.04 is hereby amended and restated as follows:

“With respect to Group C Loans, (a) the Specified Percentage of the Carrying Value of such Group C Loans, less (b) the Specified Percentage of the Carrying Value of any such Group C Loans (i) subject to a Collateral Disposition since the Cut-Off Date for the last Monthly Report or (ii) for which the Carrying Value has become zero since the Cut-Off Date for the last Monthly Report pursuant to clause (y)  of the next sentence below, plus (c) if additional Group C Loans have been designated as Eligible Assets by the Credit Agent in a Collateral Addition Designation Notice since such Cut-Off Date, the Specified Percentage of the Carrying Value of such Group C Loans; plus”.

(c) A new Section 3(k) to Schedule 2.04 is hereby inserted to read as follows:

“With respect to any US Mortgage Loans which are designated as belonging to a Loan Group other than the Group A Loans, Group B Loans or Group C Loans, with respect to the US Mortgage Loans belonging to each such Loan Group: (a) the Specified Percentage of the Carrying Value of such US Mortgage Loans, less (b) the Specified Percentage of the Carrying Value of any such US Mortgage Loans (i) subject to a Collateral Disposition since the Cut-Off Date for the last Monthly Report or (ii) for which the Carrying Value has become zero since the Cut-Off Date for the last Monthly Report pursuant to clause (y)  of the next sentence below, plus (c) if additional US Mortgage Loans have been designated as Eligible Assets by the Credit Agent in a Collateral Addition Designation Notice and have been identified as belonging to such Loan Group in the related Mortgage Schedule since such Cut-Off Date, the Specified Percentage of the Carrying Value of such US Mortgage Loans; plus”.

(d) A new Section 3(l) to Schedule 2.04 is hereby inserted to read as follows:

“The Collateral Value of any Approved Additional Collateral, calculated in accordance with the methodology (including any reductions or haircuts to carrying or market value) set forth in the Collateral Addition Designation Notice with respect to such Approved Additional Collateral.”

(e) The second paragraph of Section 5 to Schedule 2.04 is hereby amended and restated as follows:

“With respect to the US Mortgage Loans identified on a Mortgage Schedule delivered by the Obligors to the Credit Agent, the Specified Percentage: (i) for Group A Loans shall initially be 40%,