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.
FOURTEENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
THIS FOURTEENTH AMENDMENT, dated as of October 8, 2020, amends and modifies a certain Master Repurchase Agreement, dated as of March 24, 2015, as amended by Amendments dated as of June 24, 2015, March 15, 2016, April 20, 2016, June 20, 2016, June 16, 2017, August 18, 2017, September 28, 2018, August 29, 2019, September 13, 2019, October 15, 2019, April 1, 2020, July 24, 2020 and September 11, 2020 (as so amended, the Repurchase Agreement), between GUILD MORTGAGE COMPANY, a California corporation (GMC) and GUILD INVESTORS, LLC, a Delaware limited liability company (GILLC) and U.S. BANK NATIONAL ASSOCIATION (the Buyer). Terms not otherwise expressly defined herein shall have the meanings set forth in the Repurchase Agreement.
A. WHEREAS, GMC, Guild Mortgage Company, LLC, a Delaware limited liability company (GMCLLC), and Buyer have entered into the Repurchase Agreement, pursuant to which Buyer may, from time to time, purchase certain mortgage loans from GMC and GMCLLC and GMC and GMCLLC agree to sell certain mortgage loans to Buyer under a master repurchase facility.
B. WHEREAS, on September 22, 2020, GMCLLC changed its name from Guild Mortgage Company, LLC to Guild Investors, LLC.
C. WHEREAS, GMC and GILLC intend to carry out certain internal restructuring and other transactions, including (i) the contribution by GILLC of 100% of the issued and outstanding equity interests of GMC to Guild Holdings Company (GHC), (ii) substantially simultaneously with the Contribution, the conversion of GMC from a California corporation to Guild Mortgage Company, LLC, a California limited liability company (GMCLLC CA), (iii) the dissolution of GILLC, and (iv) the sale of shares of common stock of GHC to public investors.
D. WHEREAS, GMC, GILLC and Buyer are prepared to amend the Repurchase Agreement, subject to the consummation of the Transactions, on the terms, and subject to the conditions and in reliance on the representation set forth herein.
FOR VALUE RECEIVED, GMC, GILLC and the Buyer agree that the Repurchase Agreement is amended as follows.
ARTICLE I - AMENDMENTS TO THE REPURCHASE AGREEMENT
1.1 Definitions. Section 1.1 of the Repurchase Agreement is amended as follows:
(a) Effective upon the consummation of the Contribution, the following definitions are added:
Assumption Agreement means a duly executed Assignment and Assumption Agreement among the New Parent Company, GILLC and the Buyer, in the form of Annex I to the Fourteenth Amendment hereof.
Change of Control means:
(a) an acquisition by any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of [***] or more of the combined voting power of the outstanding shares of voting stock of the New Parent Company entitled to vote generally in the election of directors (the Outstanding Voting Stock); provided, however, that the