SECOND AMENDMENT AGREEMENT To First Priority Pledge and Security Agreement and Irrevocable Proxy

Exhibit 10.1

Execution Copy

SECOND AMENDMENT AGREEMENT

To First Priority Pledge and Security Agreement and Irrevocable Proxy

Dated as of January 14, 2009

by and among

RESIDENTIAL FUNDING COMPANY, LLC,

GMAC MORTGAGE, LLC,

RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER

AFFILIATES THEREOF PARTY HERETO,

as Grantors,

WELLS FARGO BANK, N.A.

as First Priority Collateral Agent

and

GMAC LLC,

as Lender and Lender Agent

This SECOND AMENDMENT AGREEMENT (this “ Agreement ”) dated as of January 14, 2009 (the “ Amendment Effective Date ”), is by and among Residential Funding Company, LLC, a Delaware limited liability company (“ RFC ”), GMAC Mortgage, LLC, a Delaware limited liability company (“ GMAC Mortgage ”), Residential Capital, LLC (“ResCap”) and the other parties hereto as Grantors (each, together with RFC, GMAC Mortgage and ResCap, a “ Grantor ”), GMAC LLC, a Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such capacity, the “ Lender Agent ”) and Wells Fargo Bank, N.A., as first priority collateral agent (in such capacity, the “ First Priority Collateral Agent ”).

Reference is hereby made to the First Priority Pledge and Security Agreement and Irrevocable Proxy dated as of June 4, 2008 among the Grantors, the Initial Lender, the Lender Agent and the First Priority Collateral Agent (as modified by the deletion and joinder of parties prior to the date hereof and as otherwise amended through August 14, 2008, the “ Security Agreement ”).

RECITALS

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

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

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

4. In consideration of the promises 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 Security Agreement.

 

ARTICLE II

AMENDMENTS TO THE AFFECTED DOCUMENTS

SECTION 2.1 Amendment to Schedule I . Schedule I to the Security Agreement is hereby amended by the deletion of the following:

GMAC HOME SERVICES, LLC

Jurisdiction of Formation: Delaware

FEIN: 23-2966318

State organization ID number: 20909247

Chief Executive Office/Principal place of business:

2021 Spring Road, Suite 300

Oak Brook, IL 60523

EASTERN MASSACHUSETTS REAL ESTATE, LLC

Jurisdiction of Formation: Delaware

FEIN: 04-3109755

State organization ID number: 4218266

Chief Executive Office/Principal place of business:

13 Enon Street

Beverly, MA 01915-1115

KOENIG & STREY INSURANCE AGENCY, LLC

Jurisdiction of Formation: Delaware

FEIN: 36-3739756

State organization ID number: 4149084

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999

KOENIG & STREY, LLC

Jurisdiction of Formation: Delaware

FEIN: 36-2434402

State organization ID number: 4149101

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999

 

PACIFIC UNION REAL ESTATE GROUP, LTD.

Jurisdiction of Formation: California

FEIN: 94-3069307

State organization ID number: C1617136

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA 94526-3900

REFERRAL NETWORK OF IL, LLC

Jurisdiction of Formation: Delaware

FEIN: 25-1876439

State organization ID number: 3305663

Chief Executive Office/Principal place of business:

3201 Old Glenview Road

Wilmette, IL 60091-2999

REFERRAL NETWORK OF MASSACHUSETTS, LLC

Jurisdiction of Formation: Delaware

FEIN: 06-1269599

State organization ID number: 4119843

Chief Executive Office/Principal place of business:

13 Enon Street

Beverly, MA 01915-1115

REFERRAL NETWORK OF NY/NJ, LLC

Jurisdiction of Formation: Delaware

FEIN: 52-2248651

State organization ID number: 3241369

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853

REFERRAL NETWORK OF PUREG, INC.

Jurisdiction of Formation: Delaware

FEIN: 73-1685358

State organization ID number: 3719971

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA 94526-3900

 

GHS METRO NY, LLC

Jurisdiction of Formation: Delaware

FEIN: 52-2228184

State organization ID number: 3205042

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853

GMAC GLOBAL RELOCATION SERVICES, LLC

Jurisdiction of Formation: Delaware

FEIN: 23-2966321

State organization ID number: 2909282

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853

GHS MORTGAGE, LLC

Jurisdiction of Formation: Delaware

FEIN: 23-2913766

State organization ID number: 2766949

Chief Executive Office/Principal place of business:

7 Carnegie Plaza Suite #100

Cherry Hill, NJ 08003-1020

RFC ADVANCE DEPOSITOR, LLC

Jurisdiction of Formation: Delaware

FEIN: 72-1590384

State organization ID number: 4219245

Chief Executive Office/Principal place of business:

One Meridian Crossings

Suite 100

Minneapolis, MN 55423

UNION TRUST MORTGAGE SERVICES, INC.

Jurisdiction of Formation: California

FEIN: 94-3159344

State organization ID number: C1819424

Chief Executive Office/Principal place of business:

567 Sycamore Valley Road West

Danville, CA 94526-3900

 

GMAC REAL ESTATE, LLC

Jurisdiction of Formation: Delaware

FEIN: 52-2205242

State organization ID number: 3135545

Chief Executive Office/Principal place of business:

2021 Spring Road Suite #300

Oak Brook, IL 60523-1853

SECTION 2.2 Amendment to Schedule III . Schedule III to the Security Agreement is hereby amended by the deletion of the following from Section 1 thereof :

GMAC HOME SERVICES, LLC

Prior names: GMAC Home Services, Inc.

EASTERN MASSACHUSETTS REAL ESTATE, LLC

Prior names: Eastern Massachusetts Real Estate, Inc.

KOENIG & STREY INSURANCE AGENCY, LLC

Prior names: Koenig & Strey Insurance Agency, Inc.

KOENIG & STREY, LLC

Prior names: Koenig & Strey, Inc.

PACIFIC UNION REAL ESTATE GROUP, LTD.

Prior names: N/A

REFERRAL NETWORK OF IL, LLC

Prior names:

10/23/2000-02/20/2001 Referral Network of Koenig & Strey, Inc.

02/20/2001-06/20/2006 Referral Network of IL, Inc.

REFERRAL NETWORK OF MASSACHUSETTS, LLC

Prior names: Referral Network of Massachusetts, Inc.

 

REFERRAL NETWORK OF NY/NJ, LLC

Prior names:

06/08/2000-02/20/2001 Referral Network of GHS Metro NY, Inc.

02/20/2001-08/17/2006 Referral Network of NY/NJ, Inc.

REFERRAL NETWORK OF PUREG, INC.

Prior names: N/A

GHS METRO NY, LLC

Prior names: GHS Metro NY, Inc.

GMAC GLOBAL RELOCATION SERVICES, LLC

Prior names:

06/16/1998-11/16/1999 GMAC Relocation Services, Inc.

11/16/1999-08/11/2006 GMAC Global Relocation Services, Inc.

GHS MORTGAGE, LLC

Prior names: Residential Alliance LLC

GMAC REAL ESTATE, LLC

Prior names: N/A

RFC ADVANCE DEPOSITOR, LLC

Prior names: RFC Advance Depositor, Inc.

UNION TRUST MORTGAGE SERVICES, INC.

Prior names: N/A

 

SECTION 2.3 Amendments to Schedule VI .

(a) (i) Exhibit A to Schedule VI to the Security Agreement is hereby amended by the deletion of the following:

 

(ii) Exhibit A to Schedule VI to the Security Agreement is hereby amended by the addition of the following:

 

 

(b) (i) Exhibit B to Schedule VI to the Security Agreement is hereby amended by the deletion of the following:

 

(ii) Exhibit B to Schedule VI to the Security Agreement is hereby amended by the addition of the following:

 

SECTION 2.4 Amendment to Schedule IX . Schedule IX to the Security Agreement is hereby amended by the addition of the following:

 

16.

Stock Certificate No. 1, dated May 30, 2008, certifying that Residential Funding Company, LLC owns 205,360,746 (two hundred five million three hundred sixty thousand seven hundred forty six) shares, each with a par value of $1.00 (one Peso  00 / 100 ) legal currency of the Mexico, representing the corporate capital stock of GMAC-RFC Auritec, S.A. (the “ GMAC Auritec Shares ”); along with an endorsement, dated October 2, 2008, executed by John M. Peterson on behalf of Residential Funding Company, LLC;

 

17.

Stock Certificate No. 1, dated October 1, 2008, certifying that Residential Funding Company, LLC owns 28,599 (twenty eight thousand five hundred ninety nine) shares, each with a par value of $1,000.00 (one thousand Pesos 00/100) representing the fixed portion the corporate capital stock of GMAC Hipotecaria, S.A. de C.V., SOFOM, E.N.R. (the “ GMAC Hipotecaira Shares ”); along with an endorsement, dated October 2, 2008, executed by John M. Peterson on behalf of Residential Funding Company, LLC; and

 

18.

Stock Certificate No. 1, dated October 1, 2008, certifying that Residential Funding Company, LLC owns 28,599 (twenty eight thousand five hundred ninety nine) shares, each with a par value of $1,000.00 (one thousand Pesos 00/100) representing the fixed portion the corporate capital stock of GMAC Financiera, S.A. de C.V., SOFOM, E.N.R. (the “ GMAC Financiera Shares ”); along with an endorsement, dated October 2, 2008, executed by John M. Peterson on behalf of Residential Funding Company, LLC

SECTION 2.5 Amendment to Schedule X .

(a) Schedule X to the Security Agreement is hereby amended by the deletion of the following from Section (a) thereof:

 

(b) Schedule X to the Security Agreement is hereby amended by the deletion of the following from Section (b) thereof: