form8kms6thamendtomraand






                                                                    Exhibit 10.1                                                                                                                                           EXECUTION VERSION                                                                                     SIXTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT                                  AGREEMENT                THIS SIXTH AMENDMENT  TO  MASTER     REPURCHASE   AND  SECURITIES  CONTRACT  AGREEMENT   (this  “Amendment”), dated  as  of August  21,  2019, is by  and  between  MORGAN  STANLEY  BANK,  N.A.,  a  national  banking  association,  as  buyer  (“Buyer”),  and TH  COMMERCIAL MS II, LLC, a Delaware limited liability company, as seller (“Seller”).                                    W I T N E S S E T H:               WHEREAS,  Seller and Buyer have entered  into  that  certain Master  Repurchase and  Securities  Contract Agreement, dated  as  of February  18,  2016,  as  amended  by  that  certain  First  Amendment  to  Master  Repurchase  and  Securities  Contract  Agreement,  dated  as  of  June  30,  2016,  as  further  amended  by  that  certain  Second  Amendment  to  Master  Repurchase  and  Securities  Contract  Agreement,  dated  as  of  February  21,  2017,  as  further  amended  by  that  certain Third Amendment  to  Master Repurchase and Securities Contract Agreement, dated as of June 28, 2017, as further amended by  that  certain Fourth Amendment  to  Master  Repurchase  and  Securities  Contract Agreement,  dated  as  of   October  27,  2017,  as  further amended  by  that  certain Fifth Amendment  to  Master  Repurchase  and  Securities  Contract  Agreement,  dated  as  of  May  9,  2018 (as  the  same  has  been  or  may  be  further  amended, modified and/or restated from time to time, the “Master Repurchase Agreement”); and               WHEREAS, Seller and Buyer wish to modify certain terms and provisions of the Master  Repurchase Agreement, as set forth herein.               NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as  follows:         1. Amendments  to  Master  Repurchase  Agreement.   The  Master  Repurchase  Agreement  is  hereby amended as follows:               (a) The following definitions in  Article  2  of  the  Master  Repurchase  Agreement  are  hereby deleted in their entirety and replaced with the following:                      “Eligible  Assets”  shall  mean (i) performing  Mortgage  Loans  and        Participation  Interests (A) acceptable  to Buyer in  the  exercise  of  its  sole  discretion,        provided  that  following  a  determination  by  Buyer  that  an  asset  or  loan  is an  Eligible        Asset pursuant to this clause (A). Buyer may not revise such determination as a result of        an examination of the same due diligence materials received by it in connection with such        initial determination unless any such information was untrue or incorrect as of the time        provided, (B) secured directly by an Eligible Property, (C) which have a term equal to or        less than ten (10) years (assuming exercise of all extension options), (D) as to which the        applicable representations and warranties set forth in Exhibit III are true and correct as of        the  applicable  Purchase  Date  unless  otherwise  disclosed  in  the  Exception  Report        delivered to Buyer on or prior to such Purchase Date, (E) that do not require any Hedging        Transaction or have a Hedging Transaction acceptable to Buyer in its sole discretion, (F)        that  have  a  maximum  LTV  not  in  excess  of 80%, (G) that  have  an  original  principal        balance of not less than $5,000,000, (H) that is not a Defaulted Asset and (I) that are not        subject  to  restrictions  on  transfer  of  lender’s  interest  therein  and (ii) such  other    LEGAL_US_E # 143254161.2    





 






      commercial real estate debt instruments acceptable to Buyer in its sole discretion; in each        case, acceptable to Buyer in its sole discretion on a case-by-case basis.                      “Facility Termination Date” shall mean June 28, 2021, as the same may be extended in        accordance with Section 9(a) of this Agreement.                      “Maximum Asset Exposure Threshold” shall mean, with respect to any Eligible Asset,        the  Maximum  Purchase  Percentage, multiplied  by the  LTV  of  such  Eligible  Asset  shall  not        exceed 60%, or if the related Mortgaged Property consists of multifamily property, 64%, unless,        in either such case, otherwise permitted by Buyer in its sole discretion.               (b) Schedule 1 of the Master Repurchase Agreement is hereby deleted in its entirety and  replaced with Schedule 1 attached to this Amendment as Exhibit A.                       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  Seller  and  Buyer,  and  acknowledged by Guarantor;               (b) Buyer and Seller shall duly execute the Third Fee Letter Amendment;                (c) Seller  shall  pay  to  Buyer the Extension Fee  in  accordance  with  the  terms  and  provisions of the Fee Letter and all Transaction Costs payable to Buyer in connection with the negotiation  of this Amendment; and               (d) Buyer shall have received such other documents as Buyer may reasonably request.         3. Seller Representations.  Seller hereby represents and warrants that:                (a) no  Default,  Event  of  Default  or  Margin  Deficit  exists,  and no  Default, Event  of  Default or Margin Deficit will occur as a result of the execution, delivery and performance by Seller of  this Amendment; and               (b) all representations and warranties contained in the Master Repurchase Agreement are  true,  correct,  complete  and  accurate  in  all  respects  (except  such  representations  which  by  their  terms  speak as of a specified date and subject to any exceptions disclosed to Buyer in an Exception Report prior  to such date and approved by Buyer).         4. Defined  Terms.   Capitalized  terms  used  but  not  otherwise  defined  herein  shall  have  the  meanings given to them in the Master Repurchase Agreement.         5. Continuing Effect; Reaffirmation of Guaranty.  As amended by this Amendment, all terms,  covenants  and  provisions  of  the  Master  Repurchase  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                                         2   LEGAL_US_E # 143254161.2                                           





 






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  Master  Repurchase  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.    Seller  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 18  of  the  Master  Repurchase  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.         10. References to Transaction Documents.  All references to the Master Repurchase 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 Master  Repurchase Agreement as amended hereby, unless the context expressly requires otherwise.                          [NO FURTHER TEXT ON THIS PAGE]                                         3   LEGAL_US_E # 143254161.2                                           





 






         IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first written  above.                                                                             BUYER:                                                                                                                  MORGAN STANLEY BANK, N.A., a national                                      banking association                                                                                                                                                        By: /s/ Anthony Preisano ________________________                                           Name: Anthony Preisano                                          Title: Authorized Signatory                          Signature Page to Sixth Amendment to MRA    





 






                              SELLER:                                                TH COMMERCIAL MS II, LLC, a Delaware limited                liability company                                                                 By: /s/ Michael J. Karber ________________________                     Name: Michael J. Karber                    Title: Deputy General Counsel                                    Signature Page to Sixth Amendment to MRA  





 






              ACKNOWLEDGED AND AGREED TO BY:                                      GUARANTOR:                                       GRANITE POINT MORTGAGE TRUST INC., a                Maryland corporation                                            By: /s/ Michael J. Karber__________________________                   Name: Michael J. Karber                   Title: Deputy General Counsel    Signature Page to Sixth Amendment to MRA  





 






                                                     Exhibit A                      (Schedule 1 to Master Repurchase Agreement)                                                                                                                      Schedule 1                                                                  Maximum Purchase Percentage      LTV                                    Maximum Purchase Percentage     Less than or equal to 60%                        75%-80%      Greater than 60% but less than or equal to                                                      75%-80%     65%      Greater than 65% but less than or equal to                                                      75%-80%     70%      Greater than 70% but less than or equal to                                                      75%-80%     75%      Greater than 75% but less than or equal to                                                        75%     80%                                                                                           7  LEGAL_US_E # 143254161.2