form8kms6thamendtomra2da






                                                                    Exhibit 10.2             AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT         AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT, dated as of August  23, 2019 (this  “Amendment”), by  and between 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, and by Amendment No. 2 to Master  Repurchase  Agreement,  dated  as  of  June  28,  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.  Amendment to Repurchase Agreement.  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 $425,000,000,  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).               SECTION 2.  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    USActive 54003059.4  





 






               (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 (such date on which each of the conditions set forth in clauses (a) and (b) are satisfied,  the “Effective Date”), in the amount set forth in writing by Buyer to Seller on or prior to the date  hereof.                 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  (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                                        -2-  USActive 54003059.4  





 






   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  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.                                            -3-  USActive 54003059.4  





 






                                                      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/ Simon B. Burce ____________________                                            Name: Simon B. Burce                                            Title:  Vice President                                          SELLER:                                          TH 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—TH Commercial Amendment No. 3 – Signature Page