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
AMENDED AND RESTATED TERM LOAN AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED TERM LOAN AGREEMENT (the Amendment) is made and entered into as of October 8, 2020, among Guild Mortgage Company, a California corporation (GMC), Guild Investors, LLC (GILLC), the Lenders who are parties hereto and The Bank of New York Mellon as Administrative Agent (the Agent).
WHEREAS, GMC, Guild Mortgage Company, LLC, a Delaware limited liability company (GMCLLC), the Agent and each of the Lenders entered into that certain Amended and Restated Term Loan Agreement dated as of September 30, 2019 (as amended by that certain Waiver No. 1 to Amended and Restated Term Loan Agreement, dated as of April 29, 2020, among GMC, GMCLLC, the Agent and the Lenders, the Loan Agreement; capitalized terms used in this Amendment which are not otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement);
WHEREAS, on September 22, 2020, GMCLLC changed its name to Guild Investors, LLC;
WHEREAS, GMC, GILLC and Guild Holdings Company, a Delaware corporation (GHC), intend to carry out certain internal restructuring and other transactions, including (i) the contribution (the Contribution) by GILLC of 100% of the issued and outstanding equity interests of GMC to GHC, (ii) the conversion (the Conversion) of GMC from a California corporation to Guild Mortgage Company, LLC, a California limited liability company, (iii) the dissolution of GILLC, and (iv) the sale of shares of common stock of GHC to public investors; and
WHEREAS, subject to the terms of this Amendment, the GMC, GILLC, Agent and the Lenders have agreed to amend the Loan Agreement, as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual promises and mutual agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
Amendments to Loan Agreement.
Section 1.1 Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of Borrower set forth therein in its entirety and by substituting the following in its stead:
Borrower means, from and after the Contribution, each of the Company and GMC and Borrowers shall mean the Company and GMC jointly and severally.