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.
This Second Amendment (this Amendment) is entered into as of October 8, 2020 among GUILD MORTGAGE COMPANY, a California corporation (GMC) GUILD INVESTORS, LLC, a Delaware limited liability company (GILLC), GUILD HOLDINGS COMPANY, a Delaware corporation (GHC), and WESTERN ALLIANCE BANK, an Arizona corporation (Buyer).
A. WHEREAS, GMC, Guild Mortgage Company, LLC, a Delaware limited liability company (GMCLLC) and Buyer have entered into a warehouse facility (the Facility) pursuant to that certain Master Repurchase Agreement dated as of April 29, 2020 (as amended by that certain First Amendment, dated as of July 24, 2020, by and between GMC, GMCLLC and Buyer, the Agreement). The Agreement and all other agreements, documents, and instruments evidencing, securing, or otherwise relating to the Facility, as amended herein, are sometimes referred to individually and collectively herein as the Facility Documents. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.
B. WHEREAS, on September 22, 2020, GMCLLC changed its name to Guild Investors, LLC.
C. WHEREAS, GMC and GILLC 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) substantially simultaneously with the Contribution, the conversion (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, the undersigned parties are prepared to amend the Agreement on the terms, and subject to the conditions and in reliance on the representation set forth herein.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:
AMENDMENTS TO AGREEMENT.
Section 1.1 Effective upon the consummation of the Contribution, Section 2.01 of the Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:
Board means the board of directors of the Company.