AMENDMENT NUMBER SIX to the MASTER REPURCHASE AGREEMENT Dated as of May 31, 2013, as Amended and Restated to and Including June 17, 2016 among CALIBER HOME LOANS, INC., MORGAN STANLEY BANK. N.A. and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC
Exhibit 10.59
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.
EXECUTION VERSION
AMENDMENT NUMBER SIX
to the
Dated as of May 31, 2013, as Amended and Restated to and Including June 17, 2016
among
MORGAN STANLEY BANK. N.A.
and
MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC
This AMENDMENT NUMBER SIX (this “Amendment Number Six”) is made this 28th day of February, 2019, among CALIBER HOME LOANS, INC., a Delaware corporation (“Seller”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“Agent”), to the Master Repurchase Agreement, dated as of May 31, 2013, as Amended and Restated to and including June 17, 2016, among Seller, Buyer and Agent, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
RECITALS
WHEREAS, Seller, Buyer and Agent have agreed to amend the Agreement to modify the profitability covenant thereunder, as more specifically set forth herein; and
WHEREAS, as of the date hereof, Seller represents to Buyer and Agent that Seller is in full compliance with all of the terms and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Repurchase Document.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendment. Effective as of February 28, 2019 (the “Amendment Effective Date”), Section 7.16 of the Agreement is hereby amended to read in its entirety as follows:
7.16 Maintenance of Profitability. The Seller shall not permit Net Income (before income taxes), generated over a consecutive twelve month period, measured on the last day of each fiscal quarter, to be less than [***]. For purposes of this Section 7.16, Net Income shall be determined (i) without taking into account any changes or adjustments in the fair value of any mortgage servicing rights owned by the Seller and (ii) by excluding gains or losses associated with hedges related to the mortgage servicing rights owned by Seller to the extent such gains or losses are inversely correlated to the change in fair market value of such mortgage servicing rights.
SECTION 2. Effectiveness. This Amendment Number Six shall become effective as of the date that the Agent shall have received:
(a) counterparts hereof duly executed by each of the parties hereto, and
(b) counterparts of that certain Amendment Number Five to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto.
SECTION 3. Fees and Expenses. Seller agrees to pay to Buyer and Agent all reasonable out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number Six (including all reasonable fees and out of pocket costs and expenses of Buyer’s or Agent’s legal counsel) in accordance with Sections 13.04 and 13.06 of the Agreement.
SECTION 4. Representations. Seller hereby represents to Buyer and Agent that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Repurchase Document.
SECTION 5. Binding Effect; Governing Law. THIS AMENDMENT NUMBER SIX SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT NUMBER SIX SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).
SECTION 6. Counterparts. This Amendment Number Six may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.
SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Six need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.
[Signature Page Follows]
2
IN WITNESS WHEREOF, Seller, Buyer and Agent have caused this Amendment Number Six to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.
| CALIBER HOME LOANS, INC., | ||
| (Seller) | ||
| By: | /s/ Vasif T. Imtiazi | |
| Name: | VASIF T. IMTIAZI | |
| Title: | DEPUTY CFO | |
| MORGAN STANLEY BANK, N.A. | ||
| (Buyer) | ||
| By: | /s/ Todor Glogov | |
| Name: | Todor Glogov | |
| Title: | Authorized Signatory | |
| MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC | ||
| (Agent) | ||
| By: | /s/ Christopher Schmidt | |
| Name: | Christopher Schmidt | |
| Title: | Vice President | |
Amendment Number Six to MRA