Exhibit 10.18
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.
FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of June 21, 2019
Between:
GUILD MORTGAGE COMPANY, as Seller
and
JPMORGAN CHASE BANK, N.A., as Buyer
This Amendment
The Parties hereby amend (for the first time) the First Amended and Restated Master Repurchase Agreement dated December 14. 2018 between them (the A&R MRA, and as amended hereby and supplemented, further amended or restated from time to time. the MRA) to modify the minimum Net Income financial covenant as follows.
All capitalized terms used in the A&R MRA and used, but not defined differently, in this amendment (this Amendment) have the same meanings here as there.
The sole Section of this Amendment is numbered to correspond with the number of the only Section in the A&R MRA amended hereby.
11. | Sellers Covenants |
Section 11(aa)(v) is amended to read as follows:
(v) Net Income. Seller shall not permit its cumulative net income before taxes, excluding mark-to-market adjustments to Sellers Servicing Rights recorded at fair value, for any [***] to be less than [***], and Seller shall not permit its net income before taxes. excluding such mark-to-market Servicing Rights value adjustments. for any [***] to be less than [***].
(The remainder of this page is intentionally blank; counterpart signature pages follow.)
As amended hereby, the A&R MRA remains in full force and effect, and the Parties hereby ratify and confirm it.
JPMORGAN CHASE BANK, N.A. | ||
By: |
/s/ Andre P. Tsoukias | |
Andre P. Tsoukias | ||
Authorized Officer |
GUILD MORTGAGE COMPANY | ||
By: |
/s/ Terry Schmidt | |
Terry Schmidt | ||
Executive Vice President and Chief Financial Officer |
Counterpart signature page to First Amendment to First Amended and Restated Master
Repurchase Agreement
CONFIRMATION OF GUARANTY
This Confirmation of Guaranty dated as of June 21, 2019 confirming the Guaranty dated December 14, 2018 made by GUILD MORTGAGE COMPANY, LLC (Guarantor) in favor of JPMORGAN CHASE BANK, N.A. (JPMorgan), the Buyer under the First Amended and Restated Master Repurchase Agreement dated December 14, 2018 (as amended, the Repurchase Agreement) by and between JPMorgan and Guild Mortgage Company (the Seller), recites and provides as follows:
RECITALS
Conditioned on Guarantors confirming its Guaranty, JPMorgan has agreed with the Seller to amend the Repurchase Agreement by the First Amendment to First Amended and Restated Master Repurchase Agreement dated on or about the date hereof (the First Amendment to A&R MRA) which Guarantor has reviewed and approved.
AGREEMENT
In consideration of the premises, and notwithstanding the changes to the Repurchase Agreement to be made by the First Amendment to A&R MRA. Guarantor hereby ratifies and confirms the Guaranty as remaining in full force and effect.
EXECUTED effective as of the date first above written.
GUILD MORTGAGE COMPANY, LLC | ||||
By: |
/s/ Terry Schmidt |
| ||
Terry Schmidt |
||||
Executive Vice President and Chief Financial Officer |