a20191217form8kexhibit10






                                                                     Exhibit 10.1                                                                                                                                            EXECUTION VERSION                                                                                              AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT          AMENDMENT  NO.  4  TO  MASTER  REPURCHASE  AGREEMENT,  dated  as  of  December 13, 2019 (this “Amendment”), by and between GP COMMERCIAL JPM LLC f/k/a TH   Commercial  JPM  LLC  (“Seller”)  and  JPMORGAN  CHASE  BANK,  NATIONAL   ASSOCIATION,  a  national  banking  association  (“Buyer”).   Capitalized  terms  used  but  not   otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as   defined below).                                      RECITALS                WHEREAS,  Seller  and  Buyer  are  parties  to  that  certain  Uncommitted  Master   Repurchase  Agreement,  dated  as  of  December  3,  2015,  as  amended by  Amendment  No.  1  to   Master  Repurchase  Agreement,  dated  as  of  June  28,  2017,  by  Amendment  No.  2  to  Master   Repurchase Agreement, dated as of June 28, 2019, and by Amendment No. 3 to Master Repurchase   Agreement,  dated  as  of  August  23,  2019  (the  “Existing  Repurchase  Agreement”;  as  amended   hereby and as further amended, restated, supplemented or otherwise modified and in effect from   time to time, the “Repurchase Agreement”);                 WHEREAS, in connection therewith, Seller and Buyer entered into that certain Fee   and Pricing Letter, also dated as of December 3, 2015,  (the “Existing Fee Letter”; as amended by   that certain Amendment No. 1 to Fee and Pricing Letter, dated as of June 28, 2017, and as further   amended by that certain Amendment No. 2 to Fee and Pricing Letter, dated as of June 28, 2019   (the  “Fee  Letter  Amendment”),  and  as  further  amended,  restated,  supplemented  or  otherwise   modified and in effect from time to time, the “Fee Letter”); and                WHEREAS,  Seller  and Buyer  have agreed,  subject  to  the terms  and  conditions   hereof, that the Repurchase Agreement shall be amended as set forth in this Amendment.                NOW  THEREFORE,  in  consideration  of  the  premises  and  for  other  good  and   valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and   Buyer agree as follows:                SECTION 1.  Amendments to Repurchase Agreement.                  (a) The definition of “Maximum Facility Amount”, as set forth in Article 2 of the         Repurchase Agreement, is hereby amended and restated in its entirety to read as follows:                                      “Maximum  Facility  Amount”  shall  mean  $450,000,000,  as  such  amount         may  be  increased  at  the  request  of  Seller  and  upon  the  approval  by  Buyer,  as         determined in its sole discretion, in accordance with Article 3(o). 





 






             (b) Section 3(o) of the Repurchase Agreement shall be deleted in its entirety and,         after the date hereof, shall be of no further force and effect and shall be replaced in its         entirety as follows:                (o) [Reserved].                SECTION 2.  Conditions.                  (I) Conditions Precedent.  This Amendment shall become effective on the date upon  which all of the following has occurred:                (a)  this Amendment has been executed and delivered by a duly authorized officer   of each of Seller and Buyer; and                (b) Buyer has received payment from Seller of the Upsize Option Fee that is due   and  payable  as  of  the  date  of  this  Amendment  pursuant  to  Article  3(o)  of  the  Repurchase   Agreement, in the amount set forth in writing by Buyer to Seller on or prior to the date hereof   (such  date  on  which  each  of  the  conditions  set  forth  in  clauses  (a)  and  (b)  are  satisfied,  the   “Effective Date”).                (II) Additional Condition.  Within ten (10) Business Days of the Effective Date,   Seller shall deliver to Buyer a legal opinion from Seller’s outside counsel acceptable to Buyer and   its counsel with respect to the applicability of the safe harbor provisions of the U.S. Bankruptcy   Code.  Failure to comply with this condition shall result in an immediate Event of Default pursuant   to Article 12(a) of the Repurchase Agreement.                SECTION 3.  Representations and Warranties.  On and as of the Effective Date   and the date first above written, Seller hereby represents and warrants to Buyer that (a) it is in  compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to  be  observed  or  performed,  (b)  after  giving  effect  to  this  Amendment,  no  Default  or  Event  of  Default under the Repurchase Agreement has occurred and is continuing, and (c) after giving effect  to this Amendment, the representations and warranties contained in Article 9 of the Repurchase  Agreement are true and correct in all respects as though made on such date (except for any such  representation or warranty that by its terms refers to a specific date other than the date first above  written or the Effective Date, in which case it shall be true and correct in all respects as of such  other date).               SECTION 4.  Acknowledgments  of  Guarantor.   In  connection  with  this   Amendment, the Guarantor hereby acknowledges the execution and delivery of this Amendment   by the Seller and agrees that the Guarantor continues to be bound by the Amended and Restated   Guarantee Agreement to the extent of the Obligations (as defined therein), notwithstanding the   impact of the changes set forth herein.                SECTION 5.  Limited Effect.  Except as expressly amended and modified by this   Amendment,  the  Repurchase  Agreement  and  each  of  the  other  Transaction  Documents  shall   continue to be, and shall remain, in full force and effect in accordance with their respective terms;   provided, however, that upon the Effective Date, (a) all references in the Repurchase Agreement   to the “Transaction Documents”  shall be deemed to include, in any event, this Amendment, and                                         -2- 





 






 (b) each reference to the “Repurchase Agreement” in any of the Transaction Documents shall be   deemed to be a reference to the Repurchase Agreement as amended hereby.                 SECTION 6.  Counterparts.  This Amendment may be executed in counterparts,   each of which so executed shall be deemed to be an original, but all of such counterparts shall   together constitute but one and the same instrument.  Delivery of an executed counterpart of a   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.                SECTION 7.  Costs and Expenses.  Seller shall pay Buyer’s reasonable actual out   of pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys   and  advisors,  incurred  in  connection  with  the  preparation,  negotiation,  execution  and   consummation of this Amendment.                  SECTION 8.  No Novation, Effect of Agreement.  Seller and Buyer have entered   into this Amendment solely to amend the terms of the Repurchase Agreement and the Fee Letter   and  do  not  intend  this  Amendment  or  the  transactions  contemplated  hereby  to  be,  and  this   Amendment and the transactions contemplated hereby shall not be construed to be, a novation of   any of the obligations owing by Seller under or in connection with the Repurchase Agreement, the   Fee Letter or any of the other documents executed in connection therewith to which Seller is a   party (the “Repurchase Documents”).   It is the intention of each of the parties hereto that (i) the   perfection and priority of all security interests securing the payment of the obligations of Seller   under the Repurchase Agreement and the other Repurchase Documents are preserved, (ii) the liens   and security interests granted under the Repurchase Agreement continue in full force and effect,  and (iii) any reference to the Repurchase Agreement in any such Repurchase Document shall be  deemed to also reference this Amendment.               SECTION 9.  Submission  to  Jurisdiction.  Each party irrevocably and   unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New   York State court sitting in Manhattan, and any appellate court from any such court, solely for the   purpose of any suit, action or proceeding brought to enforce its obligations under this Amendment   or relating in any way to this Amendment and (ii) waives, to the fullest extent it may effectively   do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in   any such court and any right of jurisdiction on account of its place of residence or domicile.                 To the extent that either party has or hereafter may acquire any immunity (sovereign   or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set   off or any legal process (whether service or notice, attachment prior to judgment, attachment in   aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of   its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity   in respect of any action brought to enforce its obligations under this Amendment or relating in any   way to this Amendment.                The parties hereby irrevocably waive, to the fullest extent each may effectively do  so, the defense of an inconvenient forum to the maintenance of such action or proceeding and  irrevocably consent to the service of any summons and complaint and any other process by the   mailing of copies of such process to them at their respective address specified in the Repurchase                                         -3- 





 






 Agreement.  The parties hereby agree that a final judgment in any such action or proceeding shall   be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other   manner provided by law.  Nothing in this Section 8 shall affect the right of Buyer to serve legal   process in any other manner permitted by law or affect the right of Buyer to bring any action or   proceeding against any Seller or its property in the courts of other jurisdictions.                SECTION 10.       WAIVER  OF  JURY  TRIAL.   EACH  OF  THE  PARTIES   HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,   PROCEEDING  OR  COUNTERCLAIM  ARISING  OUT  OF  OR  RELATING  TO  THIS   AMENDMENT.                SECTION 11.  GOVERNING  LAW.   THIS  AMENDMENT  SHALL  BE   GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE  OF  NEW  YORK  PURSUANT  TO  SECTION     5-1401  OF  THE  NEW  YORK  GENERAL  OBLIGATIONS  LAW  WITHOUT  GIVING  EFFECT  TO  THE  CONFLICT  OF  LAW  PRINCIPLES THEREOF.                                             -4- 





 






                                                      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be  duly executed and delivered as of the day and year first above written.                                          BUYER:                                          JPMORGAN CHASE BANK, NATIONAL                                            ASSOCIATION,                                            a national banking association organized                                            under the laws of the United States                                           By:  /s/ Thomas N. Cassino  ________________                                            Name:  Thomas N. Cassino                                            Title:  Executive Director                                          SELLER:                                          GP COMMERCIAL JPM LLC,                                            a Delaware limited liability company                                          By:  /s/ Marcin Urbaszek_____________                                            Name:  Marcin Urbaszek                                            Title:  Chief Financial Officer    Acknowledged and Agreed:     GRANITE POINT MORTGAGE TRUST  INC., a Maryland corporation, in its capacity as  Guarantor, and solely for purposes of  acknowledging and agreeing to the terms of this  Amendment:       By: _/s/ Marcin Urbaszek_______________          Name:  Marcin Urbaszek         Title:  Chief Financial Officer    JPM—GP Commercial Amendment No. 4 – Signature Page