AMENDMENT NO. 4 TO TRANSACTIONS TERMS LETTER

“Expiration Date:

The earlier of (i) the Closing Date, as defined in Section 4.1 of that certain Asset Purchase Agreement by and among ▇▇▇▇.▇▇▇, Inc, Home Loan Center, Inc., LendingTree, LLC and HLC Escrow, Inc. and Discover Bank, dated May 12, 2011, or (ii) January 30, 2012 (the “Extension”), at which time the Agreement will expire. Notwithstanding anything to the contrary in the Agreement, following the expiration date of such Extension, all indebtedness due Buyer under the Principal Agreements shall be immediately due and payable without notice to Seller and without presentment, demand, protest, notice of protest or dishonor, all of which are hereby expressly waived by Seller.”

“Minimum Over/Under

Account Balance:

$2,250,000.

Seller to be entitled to interest on a monthly basis thereon at an annual rate of LIBOR plus the Type A Margin over 30 day LIBOR spread on the positive monthly average Over/Under Balance for the portion that is equal to or less than 20% of the average monthly outstanding Transactions for such month and; Seller to be entitled to interest on a monthly basis at an annual rate of LIBOR minus twenty-five (25) basis points (0.25%) on the remaining portion of the positive monthly average Over/Under Balance that is greater than 20% but less than or equal to 75% of the average monthly outstanding Transactions for such month.  For the purpose of this calculation, average outstanding

Transactions shall include EPP Loans under Seller’s EPP Addendum with Buyer.  “LIBOR” shall mean the greater of (i) the daily rate per annum for one-month U.S. dollar denominated deposits as offered to prime banks in the London interbank market or (ii) 2%, as applicable.”

(a)                                  Minimum Tangible Net Worth (calculated per HUD guidelines): $25,000,000.

(b)                                 Minimum Liquidity: Seller to maintain unrestricted cash or unrestricted Cash Equivalents in a minimum amount equal to 40% of Seller’s Tangible Net Worth, inclusive of the Over/Under Account Balance and Available Warehouse Capacity. By way of example but not limitation, cash in escrow and/or impound accounts shall not be included in this calculation. “Available Warehouse Capacity” shall mean, the sum of (i) unused capacity under existing warehouse and repurchase facilities between Seller and Buyer or any of its Affiliates and (ii) unused capacity under existing committed warehouse and repurchase facilities between Seller and any Person (other than Buyer or any of its Affiliates), where Seller has, in each case, unencumbered collateral that can be pledged in transactions thereunder.

(c)                                  Seller to maintain a minimum of $10,000,000 in unrestricted cash at all times, inclusive of the Over/Under Account Balance.

(d)                                 Maximum ratio of Total Liabilities and Warehouse Credit (Warehouse Credit is inclusive of outstandings on warehouse lines, repurchase facilities or other off balance sheet financing) to Tangible Net Worth: 8:1. (excluding the Early Purchase Program with Buyer)

(e)                                  Net Income:  Seller shall show positive pre-tax net income, on a quarterly basis.

(f)                                    Seller shall not add additional mortgage financing facilities (including warehouse, repurchase, purchase or off-balance sheet facilities) without prior written notification to Buyer.

(g)                                 Payment of Dividends: Seller may not, without the prior written consent of Buyer, (a) declare or pay dividends upon its shares of stock now or hereafter outstanding, including dividends payable in the capital stock of Seller, or make any distribution of assets to its shareholders, whether in cash, property or securities, or (b) acquire, purchase, redeem or retire shares of its capital stock now or hereafter outstanding for value.

Type
Sublimit

Margin over 30
day LIBOR (B)

Type Purchase Price
Percentage (A)

Maximum
Dwell Time

Transaction
Requirements

Type A:

Conventional Conforming Mortgage Loans (Agency eligible 1st mortgages with Full/Alt doc types only)

100%

2.25

96.00

30 days

None

Type B:

Government Mortgage Loans (1st mortgages only)

100%

2.25

96.00

30 days

None

Type B-1:

Bond Loans (1st mortgages only)

20%

2.25

96.00

45 days

None

Type C:

Jumbo Mortgage Loans (1st mortgages only, maximum loan amounts to $1,000,000)

10%

2.25

95.00

30 days

Rate Lock and CLUES or Prior Approval

Noncompliant Mortgage Loans

7%

2.00 over the initial margin

See schedule 2

Additional 45 days

Wet Mortgage Loans

40%, increasing to 60% for the first and last five (5) business days of each month

Noncompliant or default spreads, if applicable, over the initial Type Margin over 30 day LIBOR

The initial Type Purchase Price Percentage. If Transaction exceeds the Wet Mortgage Loans Maximum Dwell Time, see Schedule 3

5 business days

(A)

The Purchase Price shall be calculated and equal to multiplying the unpaid principal balance times the lesser of (i) the Type Purchase Price Percentage times the lesser of par, takeout price or current market price or; (ii) 98% of the takeout price or current market price or fair market value. Seller will have the ability to reduce the Type Purchase Price Percentage to no less than 10% once per month, not to be applied retroactively

(B)

For the purpose of calculating the Margin over 30 day LIBOR, “LIBOR” shall mean the greater of (i) the daily rate per annum for one-month U.S. dollar denominated deposits as offered to prime banks in the London interbank market or (ii) 2%, as applicable.

BANK OF AMERICA, N.A.

HOME LOAN CENTER, INC.

By:

By:

Name:

Name:

Title:

Title: