FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO

MASTER REPURCHASE AGREEMENT

THIS FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT (the “ Amendment” ), dated as of September 28, 2009, is made and entered into among PULTE MORTGAGE LLC (the “ Seller ”), COMERICA BANK (“ Comerica ”), as agent (in such capacity, the “ Agent” ) and a Buyer, and the other financial institutions from time to time signatories thereto (the “ Buyers ”).

RECITALS:

A.        The Agent, the Seller and the Buyers are parties to that certain Master Repurchase Agreement dated as of May 15, 2009 (as amended or otherwise modified from time to time, the “Repurchase Agreement” ).

B.        The Agent, the Seller and the Buyers now desire to amend certain provisions of the Repurchase Agreement as set forth herein.

AGREEMENT:

In consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, all parties hereto agree as follows:

1.        Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.

2.        In each place that they appear in each of the following provisions of the Repurchase Agreement, the references to “Law” and “Laws” are hereby deleted and replaced with “Legal Requirement” and “Legal Requirements”, respectively.

3.        The words “any provision of any law” in Section 5.2(i) are hereby deleted and replaced with “any Legal Requirement”.

4.        Section 17.12(e) to the Repurchase Agreement is hereby amended and restated as follows:

“(e) Seller Cure Right . If Seller fails to comply with Section 17.12(d) of this Agreement for any fiscal quarter (“Applicable Testing Quarter”), then Seller shall have the right (the “Cure Right”) to have Net Income increased, for purposes of calculating the Seller’s Net Income under Section 17.12(d) for such Applicable Testing Quarter, by an amount equal to the Contribution Amount, subject to the following:

(i) for purposes of this clause (e), “Contribution Amount” shall mean an amount equal to the difference between the actual amount of the Seller’s Net Income for such quarter and the amount of Net Income the Seller was required to have for such quarter under Section 17.12(d), plus $1.00;

(ii) Seller must deliver a written notification (the “Cure Notice”) to the Agent that it intends to exercise the Cure Right under this clause (e) no later than three (3) Business Days after the earlier of (x) the date that the compliance certificate for such Applicable Testing Quarter is required to be delivered pursuant to Section 16.4(a) hereof and (y) the date that the compliance certificate for such Applicable Testing Quarter is actually delivered to the Agent (the “Cure Notification Date”);

(iii) Seller must receive the Contribution Amount from the Parent no later than the thirtieth (30 ^th ) Business Day after the earlier of (x) the date that the compliance certificate for such Applicable Testing Quarter is required to be delivered pursuant to Section 16.4(a) hereof and (y) the date that the compliance certificate for such Applicable Testing Quarter is actually delivered to the Agent (the “Cure Date”);

(iv) the Seller may exercise the Cure Right no more than two times during the life of this Agreement, and, notwithstanding anything to the contrary herein, with respect to the second exercise of such Cure Right, the Contribution Amount shall not exceed $5,000,000;

(v) for purposes of any Applicable Measuring Period in which a quarter occurs as to which the Seller exercised a cure right under this clause (e), the Contribution Amount shall be reflected in the determination of the Seller’s Net Income for such quarter; and

(vi) notwithstanding anything in this Agreement to the contrary, any noncompliance with Section 17.12(d) of this Agreement shall not constitute a Default or an Event of Default until the earlier of (x) the day after the Cure Notification Date, if no Cure Notification has been delivered within the Cure Notification Period, and (y) the Cure Date, if the Contribution Amount has not been applied on or prior to the Cure Date; provided, that during the Cure Notification Period, and during the Cure Period if a Cure Notice has been delivered within the Cure Notification Period, the Seller shall not be permitted to request any Transactions.”

5.        Section 20.2 to the Repurchase Agreement is hereby amended and restated as follows:

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“ 20.2 Indemnity . The Seller shall pay, and indemnify, defend and hold harmless the Agent, the Buyers and any of their respective officers, directors, employees, agents, advisors and Affiliates (collectively “Indemnified Parties” and each an “Indemnified Party”) from and against, the “Indemnified Liabilities”, which means any and all claims, liabilities, obligations, losses, damages, penalties, judgments, suits, disburseme