Home Point Capital Inc. - FORM 10-Q - EX-10.4

Attached files

file	filename
EX-32.1 - EX-32.1 - Home Point Capital Inc.	exhibit321-q2ceoandcfosect.htm
EX-31.2 - EX-31.2 - Home Point Capital Inc.	exhibit312-q2cfosection302.htm
EX-31.1 - EX-31.1 - Home Point Capital Inc.	exhibit311-q2ceosection302.htm
EX-10.7 - EX-10.7 - Home Point Capital Inc.	exhibit107-msamendmentno6t.htm
EX-10.6 - EX-10.6 - Home Point Capital Inc.	exhibit106-tcbchangeinterm.htm
EX-10.3 - EX-10.3 - Home Point Capital Inc.	exhibit103-csamendmentno3t.htm
EX-10.2 - EX-10.2 - Home Point Capital Inc.	exhibit102-csamendmentno2t.htm
EX-10.1 - EX-10.1 - Home Point Capital Inc.	exhibit101-secondamendedan.htm
10-Q - 10-Q - Home Point Capital Inc.	hmpt-20210630.htm

Exhibit 10.4

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. 4 TO MASTER REPURCHASE AGREEMENT

Amendment No. 4 to Master Repurchase Agreement, dated as of June 30, 2021 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman”, and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer”) and other Buyers joined thereto from time to time (the “Buyers”) and Home Point Financial Corporation (the “Seller”).

RECITALS

The Administrative Agent, Buyers and Seller are parties to that certain (i) Master Repurchase Agreement, dated as of October 23, 2020 (as amended by Amendment No. 1, dated as of March 2, 2021, Amendment No. 2, dated as of April 30, 2021 and Amendment No. 3, dated as of June 16, 2021, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”) and (ii) Pricing Side Letter, dated as of October 23, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement or the Pricing Side Letter, as applicable.

The Administrative Agent, Buyers and Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

Accordingly, the Administrative Agent, Buyers and Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement are hereby amended as follows:

SECTION 1. Financial Covenants. Section 14.jj(4) of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

(4) Maintenance of Profitability. Seller shall not permit Adjusted Net Income for any Test Period, before income taxes for such Test Period and distributions made during such Test Period, to be, [***].

SECTION 2. Officer’s Compliance Certificate. Exhibit C to the Existing Repurchase Agreement is hereby amended by deleting such exhibit in its entirety and replacing it with Annex A hereto.

SECTION 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

3.1 Delivered Documents. On the Amendment Effective Date, the Administrative Agent on behalf of the Buyers shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:

(a) this Amendment, executed and delivered by the duly authorized officers of the Administrative Agent, Buyers and Seller; and

(b) such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

SECTION 4. Representations and Warranties. Seller hereby represents and warrants to the Administrative Agent and Buyers that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and Seller hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.

SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The parties agree that this Amendment, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq, Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999 and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s

agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.

SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.


			CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent and Agent



			By:			/s/ Margaret Dellafera

			Name:			Margaret Dellafera
			Title:			Vice President


			CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Buyer



			By:			/s/ Margaret Dellafera

			Name:			Margaret Dellafera
			Title:			Authorized Signatory

			By:			/s/ Ernest Calabrese
			Name:			Ernest Calabrese
			Title:			Authorized Signatory


			ALPINE SECURITIZATION LTD, as a Buyer, by Credit Suisse AG, New York Branch as Attorney-in-Fact



			By:			/s/ Elie Chau

			Name:			Elie Chau
			Title:			Vice President

			By:			/s/ Marcus DiBrito
			Name:			Marcus DiBrito
			Title:			Vice President


			HOME POINT FINANCIAL CORPORATION, as Seller



			By:			/s/ Joseph Ruhlin

			Name:			Joseph Ruhlin
			Title:			Treasurer

Home Point Capital Inc. - FORM 10-Q - EX-10.4 - August 11, 2021

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