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.
WAIVER NO. 1 TO
AMENDED AND RESTATED TERM LOAN AGREEMENT
THIS WAIVER NO. 1 TO AMENDED AND RESTATED TERM LOAN AGREEMENT (the Waiver) is made and entered into as of April 29, 2020, among Guild Mortgage Company, a California corporation (GMC) and Guild Mortgage Company, LLC, a Delaware limited liability company (GMCLLC; GMC and GMCLLC are each a Borrower and are, collectively, the Borrowers), the Lenders who are parties hereto, and The Bank of New York Mellon as Administrative Agent (the Administrative Agent).
A. The Borrowers, the Administrative Agent and each of the Lenders entered into that certain Amended and Term Loan Agreement dated as of September 30, 2019 (as amended, the Loan Agreement; capitalized terms used in this Waiver which are not otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement).
B. Pursuant to Section 2.4(c) of the Loan Agreement, on any date that the outstanding principal amount of the Loan is in excess of the then-current Borrowing Base, the Borrowers are required, to make a mandatory payment to the Administrative Agent for the benefit of the Lenders in the amount of such excess (a Mandatory Borrowing Base Prepayment).
C. The Borrowers have requested that, effective as the date hereof through the close of business on September 30, 2020 (the Waiver Period), the Administrative Agent and the Lenders waive the requirement for the payment of any Mandatory Borrowing Base Prepayment as long as the Borrowing Base percentage does not exceed [***] of the Appraised Value of the Eligible Mortgage Servicing Rights (currently, a Mandatory Borrowing Base Prepayment is required if such Borrowing Base percentage is more than [***]).
D. Subject to the terms of this Waiver the Administrative Agent and the Lenders are agreeable to the Borrowers request.
THEREFORE, In consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, it is agreed as follows:
1. During the Waiver Period, compliance with the provisions of Section 2.4(c) and the requirement for a Mandatory Borrowing Base Prepayment, are hereby waived so long as the Borrowing Base, as of any date during the Waiver Period, is not greater than [***] of the Appraised Value of the Eligible Mortgage Servicing Rights as of such date, as