a20191217form8kexhibi529






                                                                            Exhibit 10.5                            FIRST AMENDMENT TO GUARANTY                 THIS  FIRST  AMENDMENT  TO  GUARANTY  (this  “Amendment”),  dated  as of  December 17, 2019, is by and between CITIBANK, N.A., a national banking association, as purchaser  (“Purchaser”), 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 CB LLC (“Seller”) and Purchaser have entered into that  certain  Master  Repurchase  Agreement,  dated  as  of  June  28,  2017,  as  amended  by  that  certain  First  Amendment to Master Repurchase Agreement and Other Transaction Documents, dated as of February  28, 2019, as further amended by that certain Second Amendment to Master Repurchase Agreement and  Other  Transaction  Documents,  dated  as  of  July  15,  2019  (as  the same  has  been  or  may  be  further  amended, modified and/or restated from time to time, the “Master Repurchase Agreement”);                WHEREAS,  Guarantor  has  executed  and  delivered  that  certain  Guaranty,  dated  as  of  June  28,  2017  (as  the  same  may  be  further  amended,  modified  and/or  restated  from  time  to  time,  the  “Guaranty”); and                WHEREAS, Guarantor and Purchaser wish to modify certain terms and provisions of the  Guaranty, as set forth herein.                NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as  follows:         1.  Amendments to Guaranty.  The Guaranty is hereby amended as follows:                (a) Section 5(l)(iii) of the Guaranty is hereby deleted in its entirety and replaced with the  following (with new or revised text underscored):                       (iii)  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 251106726 





 






      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 Purchaser,  and acknowledged by Seller; and                (b) Purchaser  shall  have  received  such  other  documents  as  Purchaser  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  Guaranty  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 Guaranty.          5. Continuing Effect; Reaffirmation of Guaranty.  As amended by this Amendment, all terms,  covenants and provisions of the Guaranty are ratified and confirmed and shall remain in full force and  effect.  In addition, any and all guaranties and indemnities for the benefit of Purchaser and agreements  subordinating rights and liens to the rights and liens of Purchaser, are hereby ratified and confirmed and  shall not be released, diminished, impaired, reduced or adversely affected by this Amendment, and each  party indemnifying Purchaser, and each party subordinating any right or lien to the rights and liens of  Purchaser, 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 Guaranty, 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  Purchaser  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 7(c) of the Guaranty 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 251106726 





 






      10. References  to  Transaction  Documents.   All  references  to  the  Guaranty 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  Guaranty  as  amended  hereby, unless the context expressly requires otherwise.                             [NO FURTHER TEXT ON THIS PAGE]                                              3  ACTIVE 251106726 





 






       IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first written  above.                                                                                     PURCHASER:                                                                                                                              CITIBANK, N.A.                                                                                                                                                                         By: /s/ Richard B. Schlenger  _____________________                                                Name: Richard B. Schlenger                                               Title: Authorized Signatory                                               4  ACTIVE 251106726 





 






                                                                                  GUARANTOR:                                                                                            GRANITE POINT MORTGAGE TRUST INC., a                                          Maryland corporation                                                          By: /s/ Marcin Urbaszek  ________________                                              Name: Marcin Urbaszek                                              Title: Chief Financial Officer                                                                                               5  ACTIVE 251106726 





 






                                        ACKNOWLEDGED AND AGREED TO BY:                                                                                           SELLER:                                                                                                                              GP COMMERCIAL CB LLC, a Delaware limited                                          liability company                                                                                                                               By: /s/ Marcin Urbaszek _________________________                                                Name: Marcin Urbaszek                                               Title: Chief Financial Officer                                                                                               6  ACTIVE 251106726