CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
AMENDMENT NUMBER FOUR
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of July 5, 2019,
CALIBER HOME LOANS, INC., as Seller
CITIBANK, N.A., as Buyer
This AMENDMENT NUMBER FOUR (this Amendment Number Four) is made this 26th day of February, 2020 between CALIBER HOME LOANS, INC. (the Seller) and CITIBANK, N.A. (Buyer), to the Second Amended and Restated Master Repurchase Agreement, dated as of July 5, 2019, between the Seller and Buyer, as such agreement may be further amended from time to time (the Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
WHEREAS, Seller and Buyer have agreed to amend the Agreement, as more specifically set forth herein; and
WHEREAS, as of the date hereof, Seller represents to Buyer that except as otherwise consented or waived by Buyer in writing, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective as of February 26, 2020 (the Amendment Effective Date), the Agreement is hereby amended as follows:
(a) Section 2 of the Agreement is hereby amended by deleting the definition of Uncommitted Amount in its entirety and replacing it with the following (bold and stricken language evidence changes):
Uncommitted Amount shall mean (i) for the period beginning on November 22, 2019 and ending on April 6, 2020
February 28, 2020, $[***], and (ii) at all other times, $[***].
(b) Section 12 of the Agreement is hereby amended by deleting Section 12(p) in its entirety and replacing it with the following (bold and stricken language evidence changes):
(p) Leverage Ratio; Liquidity; Tangible Net Worth. (A) The ratio of Sellers Total Indebtedness to Tangible Net Worth is not greater than (i) between August 31, 2019 and April 6, 2020
February 28, 2020, [***], and (ii) at all other times, [***], (B) Seller has Liquidity in an amount equal to not less than $[***], (C) Sellers Tangible Net Worth exceeds $[***], and (D) Sellers Net Income before income taxes is equal to or greater than [***] for at least one (1) of the previous two (2) consecutive calendar quarters.
(c) Section 13 of the Agreement is hereby amended by deleting Section 13(p) in its entirety and replacing it with the following (bold and stricken language evidence changes):