Exhibit No.

Exhibit Description

10.1

Amendment No. 1 to Early Purchase Program Addendum to Loan Purchase Agreement, dated July 15, 2010, by and among Bank of America, N.A. and Home Loan Center, Inc.

10.2

Mandatory Forward Loan Volume Commitment, dated July 15, 2010, by and among Bank of America, N.A. and Home Loan Center, Inc.

10.3

Master Repurchase Agreement, dated as of May 1, 2009, by and among Bank of America, N.A. and Home Loan Center, Inc., incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2009

10.4

Transaction Terms Letter for Master Repurchase Agreement, dated July 15, 2010, by and among Bank of America, N.A. and Home Loan Center, Inc.

Date:  July 21, 2010

TREE.COM, INC.

By:

/s/ Christopher R. Hayek

Christopher R. Hayek

Senior Vice President and Chief Accounting Officer

Exhibit No.

Exhibit Description

10.1

Amendment No. 1 to Early Purchase Program Addendum to Loan Purchase Agreement, dated July 15, 2010, by and among Bank of America, N.A. and Home Loan Center, Inc.

10.2

Mandatory Forward Loan Volume Commitment, dated July 15, 2010, by and among Bank of America, N.A. and Home Loan Center, Inc.

10.3

Master Repurchase Agreement, dated as of May 1, 2009, by and among Bank of America, N.A. and Home Loan Center, Inc., incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2009

10.4

Transaction Terms Letter for Master Repurchase Agreement, dated July 15, 2010, by and among Bank of America, N.A. and Home Loan Center, Inc.

“Outstanding Loan Limit:

Twenty Five Million Dollars ($25,000,000)”

“Minimum Balance for Over/Under Account:

$1,125,000”

Loan Product or Type

Maximum
Percentage of
Outstanding
Loan Limit

SRP
Enhancement
Percent

Initial
Purchase
Price
Percentage

Review
Period

Requirements prior
to purchase

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

100%

1.50

99.00

30 days

None

Government Mortgage Loans
(1st mortgages only)

100%

1.50

99.00

30 days

None

Bond Loans
(1st mortgages only)

20%

1.50

99.00

45 days

None

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

10%

1.50

95.00

30 days

Rate Lock and CLUES or Prior Approval

BANK OF AMERICA, N.A.

HOME LOAN CENTER, INC.

By:

/s/ Blair Kenny

By:

/s/ Rian Furey

Name:

Blair Kenny

Name:

Rian Furey

Title:

Senior Vice President

Title:

Senior Vice President

Dated:

July 15, 2010

Dated:

July 15, 2010

Effective Date:

June 30, 2010

Volume Commitment Delivery Period:

Effective Date through June 29, 2011

Qualifying Loan Programs:

All Loan Programs

Minimum Qualifying Amount:

Minimum of 25% of Conventional Conforming Mortgage Loans and 25% of Government Mortgage Loans originated and closed by Client (including banked and brokered loans).

Non-Delivery Fee:

If Client fails to deliver to Bank of America the required Minimum Qualifying Amount on a quarterly basis, Client shall pay Bank of America a non-delivery fee of 25 basis points on the shortfall. All Non-Delivery Fees will be invoiced to Client and shall be due and payable within thirty (30) days after the invoice date.

By:

/s/ Blair Kenny

Name:

Blair Kenny

Title:

Senior Vice President

Dated:

July 15, 2010

Acknowledged by:

Home Loan Center, Inc.

By:

/s/ Rian Furey

Name:

Rian Furey

Title:

Senior Vice President

Dated:

July 15, 2010

Effective Date:

June 30, 2010

Expiration Date:

Expiring on June 29, 2011

Aggregate Transaction Limit:

Fifty Million Dollars ($50,000,000)

Financial Covenants:

Seller shall maintain the following financial covenants:

(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 25% of Seller’s Tangible Net Worth, inclusive of the Over/Under Account Balance and available draws from Warehouse and Repurchase facilities. By way of example but not limitation, cash in escrow and/or impound accounts shall not be included in this calculation.

(c)

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)

(d)

Net Income: Seller shall show positive pre-tax net income, on a rolling two quarter basis.

(e)

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

(f)

Payment of Dividends: Seller may, 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 secutities, or (b) acquire, purchase, redeem or retire shares of its capital stock now or hereafter outstanding for value; provided that a Potential Default or an Event of Default is not existing and will not occur as a result thereof, or such distribution payments will not otherwise cause Seller to be in breach of its obligations hereunder.

Other Covenants:

Seller shall maintain the following other covenants:

(a)

To help ensure that Seller has adequate approved investors for mortgage loans originated by Seller, Seller shall become and remain an approved client of Bank of America’s Correspondent Lending group (“Correspondent Lending”).

(b)

If the financial or other material covenants of Seller under any current, future or modified third party warehouse, repurchase, financing or similar agreement are, or become, more favorable to Buyer than the equivalent covenants under the Agreement, or if one or more personal and/or corporate guaranties are currently required or later become required in connection with any such third party agreements, Seller shall promptly notify Buyer and Buyer shall have the right, in its sole discretion, to modify the Agreement to include such covenants and/or to require such personal and/or corporate guaranties of the Agreement. Further, at the request of Buyer, Seller shall promptly provide Buyer with its financial covenants and any other covenants that Buyer deems material under any such current, future or modified third party agreement and/or copies of any personal and/or corporate guaranties required in connection with such third party agreement.

(c)

Delinquency Covenant. If, in any two consecutive fiscal quarters of Seller, the delinquency rate for first-lien residential mortgage loans originated by Seller and sold to Correspondent Lending is greater than one hundred and fifty percent (150%) of the average delinquency rate for first-lien residential mortgages sold by all clients of Correspondent Lending, Buyer may immediately terminate the Agreement.

(d)

Loss Mitigation Covenant. If the sum total of all Total Adjusted Estimated Loss (the “Billable Amount”), (including for example, outstanding repurchase obligations), as disclosed in the Seller Repurchase Obligations Report, owed by Seller to Correspondent Lending at the end of a calendar quarter is equal to or greater than thirty five percent (35%) of Seller’s Tangible Net Worth, then Buyer may immediately suspend Transactions under the Agreement and Correspondent Lending may immediately cease purchasing mortgage loans from Seller.

(e)

Seller shall not have any undisputed accounts receivables owed to Correspondent Lending that are aged over sixty (60) days exceeding in the aggregate $5,000.

Facility Fee:

Due annually, 25 basis points, payable in quarterly installments, with the first installment due prior to the Effective Date. Upon early termination of the Agreement by Seller, the entire Facility Fee will be due and owing. The fee is payable based on Aggregate Transactions Limit only and will be prorated in the event of increases.

Unused Facility Fees:

For any given calendar quarter, Seller’s average outstanding Transactions must be greater than or equal to 50% of the Aggregate Transaction Limit, otherwise Seller shall pay Buyer 25 basis points (0.25%) times the unused portion of the Aggregate Transaction Limit, annualized. For the purposes of this calculation, outstanding Transactions shall include EPP Loans under Seller’s EPP Addendum with Buyer.

Transaction Request Deadline:

2:00 p.m. (Pacific time).

Deadline for Daily Receipt
Of Purchase Advices by Buyer:

2:00 p.m. (Pacific time).

Minimum Over/Under
Account Balance:

$1,125,000 (minimum of 150 basis points of the combined Repurchase and EPP facility limits).

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.

Eligible Loans:

Prior to being eligible for a Transaction, each mortgage loan shall comply with Buyer’s and Correspondent Lending’s then-current underwriting requirements and eligibility guidelines and no mortgage loan shall be more than 30 days past its original funding date or contractually delinquent 30 days or more. Underwriting requirements and eligibility guidelines are subject to change at Buyer’s sole discretion.

Securitization:

Unless otherwise agreed to by Buyer, mortgage loans which Seller intends to securitize shall not be eligible for Transactions.

Loans to Officers, Directors,
Owners and Guarantors:

Transactions for a loan to be made to an officer, director, senior manager or owner of Seller or any guarantor (if applicable) shall

be subject to the prior approval of Buyer and such Transaction requirements as determined in Buyer’s sole discretion.

Reporting requirements:

Financial Reports & Officer’s Certificate: Seller shall deliver to Buyer, within thirty (30) days after the end of each month, financial statements of Seller, including statements of income and changes in shareholders’ equity (or its equivalent) for such month and the related balance sheet as at the end of such month, all in reasonable detail acceptable to Buyer and certified by the chief financial officer of Seller, subject, however, to year-end audit adjustments. Together with such financial statements, Seller shall deliver an officer’s certificate substantially in a form to be provided by Buyer, which shall include funding and production volume reports for the previous month.

Annual Reports: Seller shall deliver to Buyer, within ninety (90) days after the end of each fiscal year of Seller, audited financial statements of Seller, including statements of income and changes in shareholders’ equity for such fiscal year and the related balance sheet as at the end of such fiscal year, all in reasonable detail acceptable to Buyer and certified by the chief financial officer of Seller stating, at a minimum, that the financial statements fairly present the financial condition and results of operations of Seller as of the end of, and for, such year.

Government Insuring Reports: Seller shall provide Buyer within thirty (30) days after the end of each quarter, or as requested by Buyer, the following government insuring reports (including 15 month history):

(a)

Loans Originated - Current Defaults and Claims Reported — United States (from FHA Connection):

·

Output option: all loans

·

Performance period: current period

·

All insured single family loans with a beginning amortization within the last two years

(b)

HUD Pipeline/Uninsured Query:

·

Date range: use default

·

Sort by: originating ID in ascending order

(c)

Indemnification Query:

·

Date range: last five years

·

Sort by: case # in descending order

(d)

Late Endorsement Query:

·

Loan status: Active, claimed

·

Date range: last two year period

·

Sort by: # days closing to Endr pkg Rcvd in descending order

Hedging Report: Seller shall deliver to Buyer each Monday a loan and rate lock position report and hedge report containing product level pricing and interest rate sensitivity analysis (shocks) or as requested by Buyer (data elements to be agreed upon).

If requested by Buyer, Seller shall provide to Buyer within five (5) days of such request, in a form reasonably acceptable to Buyer, a detailed aging report of all outstanding loans on warehouse/ purchase/ repurchase facilities, and detail of all uninsured government loans.

Reimbursement of Expenses:

Seller shall reimburse Buyer for certain costs and expenses including, without limitation, the following:

(a)

Amendments:  Seller shall pay Buyer $2,500 for any future amendments to Transactions Documents or covenant violation notices.  The amendment fee shall be waived for any future amendments or modifications requested by Seller regarding increases to the Aggregate Transaction Limit.

Fees:

Wire Transfer Fee:

$10.00 per Transaction

File Fee:

$30.00 per Transaction

Shipping Fee:

$15.00 per Transaction for all investors other than Bank of America, N.A.; and

$0.00 for all Bank of America loans

Non compliant Fee:

$25.00

Wet Deficiency Fee:

$10.00 per day

Other Fees:

As set forth within Schedule 1 hereto

Buyer’s Guidelines, Policies and Procedures: 

The terms and conditions of this Transactions Terms Letter and the Agreement shall be subject to Buyer’s guidelines, policies and procedures, as may be changed from time to time. Buyer may communicate changes to its guidelines, policies and procedures to Seller via Buyer’s website, email or in writing. 

Guarantors:

Lending Tree, LLC, Tree.com, Inc., and LendingTree Holdings, Inc

Sincerely,

Agreed to and Accepted by:

Bank of America, N.A.

Home Loan Center, Inc.

By:

/s/ Blair Kenny

By:

/s/ Rian Furey

Name:

Blair Kenny

Name:

Rian Furey

Title:

Senior Vice President

Title:

Senior Vice President

Dated:

July 15, 2010

Dated:

July 15, 2010

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

97.00

30 days

None

Type B:

Government Mortgage Loans
(1st mortgages only)

100%

2.25

97.00

30 days

None

Type B-1:

Bond Loans
(1st mortgages only)

20%

2.25

97.00

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.

Days over Maximum Dwell
Time

Reduction in Value of
Purchased Asset

1 to 15 Days

10

16 to 30 Days

20

31 to 45 Days

30

Investor Rejects

25

Days over Maximum Dwell Time
(for Wet Mortgage Loans)

Reduction in Value of
Purchased Asset

1 to 5 Business Days

10