a20191217form8kexhibi689






                                                                            Exhibit 10.6                     FIRST AMENDMENT TO GUARANTEE AGREEMENT                 THIS  FIRST  AMENDMENT  TO  GUARANTEE  AGREEMENT  (this  “Amendment”),  dated  as  of  December  17,  2019,  is  by  and  between  WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION,  a  national  banking  association,  as  buyer  (“Buyer”),  and  GRANITE  POINT  MORTGAGE TRUST INC., a Maryland corporation, as guarantor (“Guarantor”).                                        W I T N E S S E T H:                WHEREAS,  GP  Commercial  WF  LLC  (“Seller”)  and  Buyer  have  entered  into  that  certain Master Repurchase Agreement and Securities Contract, dated as of June 28, 2017 (as amended,  restated, supplemented or otherwise modified from time to time, the “Master Repurchase Agreement”);                WHEREAS,  Guarantor  has  executed  and  delivered  that  certain  Guarantee  Agreement,  dated as of June 28, 2017 (as amended, restated, supplemented or otherwise modified from time to time,  the “Guarantee Agreement”); and                WHEREAS, Guarantor and Buyer wish to  modify certain terms and provisions of the  Guarantee Agreement, as set forth herein.                NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as  follows:          1. Amendments  to  Guarantee  Agreement.   The  Guarantee  Agreement  is hereby  amended  as  follows:                (a) In Section 1 of the Guarantee Agreement, the definitions of Leverage Ratio (Highly  Rated  CMBS),  Leverage  Ratio  (Target  Investments)  and  Leverage  Ratio  (Total)  are  hereby  deleted  in  their entirety.                (b) Section 9(c) of the Guaranty is hereby deleted in its entirety and replaced with the  following:                       (c)    Total  Debt  to  Total  Assets  Ratio.   Guarantor  shall  not,  with  respect  to  itself  and  its  Subsidiaries,  directly  or  indirectly,  permit  the  ratio,  expressed  as  a  percentage,  (i)  the  numerator of which shall equal the Indebtedness of Guarantor and its consolidated Subsidiaries associated  with  its  Target  Investments  (net  of  restricted  cash  associated with  any  consolidated  variable  interest  entities) and (ii) the denominator of which shall equal the Total Assets of Guarantor and its consolidated  Subsidiaries associated with its Target Investments, to at any time be greater than seventy-seven and one  half  percent  (77.5%);  provided,  that  notwithstanding  the  foregoing,  Guarantor  and  its  consolidated  Subsidiaries may from time to time acquire Highly Rated CMBS and enter into secured Indebtedness in  connection therewith pursuant to which the ratio, expressed as a percentage, (i) the numerator of which  equals the Indebtedness of Guarantor and its consolidated Subsidiaries associated with its Highly Rated  CMBS  (net  of  restricted  cash  associated  with  any  consolidated  variable  interest  entities)  and  (ii)  the  denominator of which equals the Total Assets of Guarantor and its consolidated Subsidiaries associated  with its Highly Rated CMBS  exceeds seventy-seven and one half percent (77.5%) but is not greater than  ninety percent (90.00%), subject to the condition that at any such time, Guarantor shall not, with respect  to  itself  and  its  Subsidiaries,  directly  or  indirectly,  permit the  ratio,  expressed  as  a  percentage,  (i)  the  numerator of which shall equal the Indebtedness of Guarantor and its consolidated Subsidiaries and (ii)  the denominator of which shall equal the Total Assets of Guarantor and its consolidated Subsidiaries to be  greater than eighty percent (80.00%).     ACTIVE 251052902 





 






              2.  Conditions Precedent to Amendment.  The effectiveness of this Amendment is subject to the  following:                (a) This Amendment shall be duly executed and delivered by Guarantor and Buyer, and  acknowledged by Seller; and                (b) Buyer shall have received such other documents as Buyer may reasonably request.          3. Guarantor Representations.  Guarantor hereby represents and warrants that:                 (a) no Default or Event of Default exists, and no Default or Event of Default will occur  as a result of the execution, delivery and performance by Guarantor of this Amendment; and                (b) all  representations  and  warranties  contained  in  the  Guarantee  Agreement  are  true,  correct, complete and accurate in all respects (except such representations which by their terms speak as  of a specified date).          4. Defined  Terms.   Capitalized  terms  used  but  not  otherwise  defined  herein  shall  have  the  meanings given to them in the Guarantee Agreement.          5. Continuing Effect; Reaffirmation of Guarantee Agreement.  As amended by this Amendment,  all  terms,  covenants  and  provisions  of  the  Guarantee  Agreement are  ratified  and  confirmed  and  shall  remain in full force and effect.  In addition, any and all guaranties  and  indemnities  for  the  benefit  of  Buyer and agreements subordinating rights and liens to the rights and liens of Buyer, are hereby ratified  and  confirmed  and  shall  not  be  released,  diminished,  impaired, reduced  or  adversely  affected  by  this  Amendment, and each party indemnifying Buyer, and each party subordinating any right or lien to the  rights and liens of Buyer, hereby consents, acknowledges and agrees to the modifications set forth in this  Amendment  and  waives  any  common  law,  equitable,  statutory  or  other  rights  which  such  party  might  otherwise have as a result of or in connection with this Amendment.          6. Binding Effect; No Partnership; Counterparts.  The provisions of the Guarantee Agreement,  as  amended  hereby,  shall  be  binding  upon  and  inure  to  the  benefit  of  the  parties  hereto  and  their  respective successors and permitted assigns.  Nothing herein contained shall be deemed or construed to  create a partnership or joint venture between any of the parties hereto.  For the purpose of facilitating the  execution of this Amendment as herein provided, this Amendment may be executed simultaneously in  any number of counterparts, each of which shall be deemed to be an original, and such counterparts when  taken  together  shall  constitute but  one  and  the  same  instrument.   Delivery  of  an  executed  counterpart  signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall  be effective as delivery of a manually executed original counterpart thereof.         7.  Further  Agreements.   Guarantor  agrees  to  execute  and  deliver  such  additional  documents,  instruments  or  agreements  as  may  be  reasonably  requested  by  Buyer  and  as  may  be  necessary  or  appropriate from time to time to effectuate the purposes of this Amendment.          8. Governing Law.  The provisions of Section 14 of the Guarantee Agreement are incorporated  herein by reference.          9. Headings.   The  headings  of  the  sections  and  subsections  of  this Amendment are for  convenience of reference only and shall not be considered a part hereof nor shall they be deemed to limit  or otherwise affect any of the terms or provisions hereof.                                              2  ACTIVE 251052902 





 






      10. References  to  Transaction  Documents.   All  references  to  the  Guarantee  Agreement  in  any  Transaction  Document,  or  in  any  other  document  executed  or  delivered  in  connection  therewith  shall,  from and after the execution and delivery of this Amendment, be deemed a reference to the Guarantee  Agreement as amended hereby, unless the context expressly requires otherwise.                             [NO FURTHER TEXT ON THIS PAGE]                                              3  ACTIVE 251052902 





 






       IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first written  above.                                                                                     BUYER:                                                                                                                              WELLS FARGO BANK, NATIONAL                                          ASSOCIATION, a national banking association                                                                                                                                                                        By: /s/ Michael P. Duncan _______________________                                                Name: Michael P. Duncan                                               Title: Director                                               4  ACTIVE 251052902 





 






                                                                                  GUARANTOR:                                                                                            GRANITE POINT MORTGAGE TRUST INC., a                                          Maryland corporation                                                          By: /s/ Marcin Urbaszek  ________________                                               Name: Marcin Urbaszek                                              Title: Chief Financial Officer                                                                                               5  ACTIVE 251052902 





 






                                        ACKNOWLEDGED AND AGREED TO BY:                                                                                           SELLER:                                                                                                                              GP COMMERCIAL WF LLC, a Delaware limited                                          liability company                                                                                                                                                                         By: /s/ Marcin Urbaszek _________________________                                                Name: Marcin Urbaszek                                               Title: Chief Financial Officer                                                                                           6  ACTIVE 251052902