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 NO. 1
TO THE LOAN AND SECURITY AGREEMENT
This Amendment No. 1 to the Loan and Security Agreement, dated as of March 13, 2019 (this Amendment), is entered into by and between CALIBER HOME LOANS, INC., a Delaware corporation (together with its successors and permitted assigns, the Borrower), and the FEDERAL HOME LOAN MORTGAGE CORPORATION, also known as Freddie Mac, a government-sponsored enterprise, solely in its capacity as the lender hereunder (together with its successors and permitted assigns, the Lender); the Lender and the Borrower are hereinafter sometimes referred to individually as a Party, and collectively as the Parties).
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The Lender and the Borrower are parties to that certain Loan and Security Agreement, dated as of April 2, 2018 (as amended, supplemented or otherwise modified from time to time, the Existing Loan and Security Agreement; and as amended by this Amendment, the Loan and Security Agreement).
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The Lender and the Borrower have agreed, subject to the terms and conditions of this Amendment, that the Existing Loan and Security Agreement is hereby amended to revise Section 7.09(d) of the Existing Loan and Security Agreement regarding the profitability financial covenant of the Borrower.
Accordingly, the Lender and the Borrower hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Loan and Security Agreement is hereby amended as follows:
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Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Existing Loan and Security Agreement.
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Amendment to Section 7.09(d). Section 7.09(d) of the Existing Loan and Security Agreement is hereby amended and restated in its entirety to read as follows:
(d) Profitability. Maintain as of the end of each fiscal quarter, (x) aggregate pre-tax income for the four fiscal quarters then ending (the Test Period) determined in accordance with GAAP, excluding (i) fair market value adjustments to mortgage servicing rights and (ii) gain or loss related to Hedging Agreements related to such mortgage servicing rights, in each case, for each Test Period, of at least [***] and (y) losses no greater than [***] of Borrowers Tangible Net Worth for the fiscal quarter then ending.