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
MORTGAGE WAREHOUSE AGREEMENT
This AMENDMENT NO. 1 TO MORTGAGE WAREHOUSE AGREEMENT (this Amendment) is made and entered into as of October 8, 2020, by and among Texas Capital Bank, National Association (Buyer) and Guild Mortgage Company, a California corporation (Seller), and Guild Holdings Company, a Delaware corporation. This Amendment amends that certain Mortgage Warehouse Agreement by and between Buyer and Seller, dated as of April 13, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the Agreement). Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.
R E C I T A L S
WHEREAS, Buyer and Seller have previously entered into the Agreement, pursuant to which Buyer may, from time to time, purchase certain mortgage loans from Seller and Seller agrees to sell certain mortgage loans to Buyer under a mortgage warehouse facility.
WHEREAS, on September 22, 2020, Guild Mortgage Company, LLC, a Delaware limited liability company, changed its name to Guild Investors, LLC (GILLC).
WHEREAS, Guild Holdings Company, a Delaware corporation (GHC) and Seller 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 Seller to GHC, (ii) the conversion (the Conversion) of Seller 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.
WHEREAS, Buyer and Seller are prepared to amend the Agreement, subject and conditional upon to the consummation of the Contribution, on the terms, and subject to the conditions and in reliance on the representation set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
AMENDMENTS TO AGREEMENT.
Section 1.1 Effective upon the consummation of the Contribution, Section 1.1 of the Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:
Board means the board of directors of the Company.