jpmgranitepointamendment






                                                                   Exhibit 10.1                                                          EXECUTION VERSION                                                                                         AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT AND  AMENDMENT NO. 2 TO AMENDED AND RESTATED GUARANTEE AGREEMENT               AMENDMENT  NO.    5 TO  MASTER  REPURCHASE  AGREEMENT        AND  AMENDMENT  NO.    2 TO  AMENDED  AND  RESTATED  GUARANTEE  AGREEMENT,  dated as of July 2, 2020 (this “Amendment”), by and between GP COMMERCIAL JPM LLC  f/k/a TH Commercial JPM  LLC (“Seller”),  GRANITE  POINT  MORTGAGE  TRUST  INC.  (“Guarantor”) 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, by Amendment No. 3 to Master Repurchase  Agreement,  dated  as  of  August  23,  2019,  and  by  Amendment  No.  4  to  Master  Repurchase  Agreement, dated as of December 13, 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, as  amended by  that  certain  Amendment No. 1 to Fee and Pricing Letter, dated as of June 28, 2017, as further amended by  that certain Amendment No. 2 to Fee and Pricing Letter, dated as of June 28, 2019 (the “Existing  Fee Letter”), and as further amended by Amendment No. 3 to Fee and Pricing Letter, dated as of  the date hereof (the “Fee Letter Amendment”) (the Existing Fee Letter, as so amended and as  further amended, restated, supplemented or otherwise modified and in effect from time to time,  the “Fee Letter”);                WHEREAS,  Guarantor  has  entered  into  the  Amended  and  Restated  Guarantee  Agreement,  dated  as  of  June  28,  2017,  as  amended  by Amendment  No.  1  to  Amended  and  Restated Guarantee Agreement, dated as of December 17, 2019, and by Amendment No. 2 to  Amended  and  Restated  Guarantee  Agreement,  dated  as  of  the  date  hereof  (the  “Guarantee  Agreement”); and               WHEREAS, Seller and  Buyer have agreed, subject  to  the terms and  conditions  hereof, that the Repurchase Agreement and Guarantee 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 the  sum  of  (a) $450,000,00,  and  (b)        during the Fifth Amendment Upsize Period only, $54,105,950.21.”               (b)   The  following  new  defined terms  shall  be  added  to Article  2 of  the  Repurchase Agreement in correct alphabetical order to read as follows:               ““Extended  Fifth  Amendment  Upsize  Period  Termination  Date”  shall  mean        December 30, 2020.                “Fifth  Amendment  Additional  Advance  Amount”  shall  mean the  aggregate        amount  set  forth  in  clause  (b)  of  the  definition  of  Maximum  Facility  Amount,  to  be        allocated as an increase in the Purchase Price of the those Purchased Assets in respect of        which the Purchase Price was increased pursuant to Article 3(o) on the Fifth Amendment        Effective Date as set forth in the Confirmations related thereto.               “Fifth Amendment Effective Date” shall mean July 2, 2020.               “Fifth Amendment Exit Fee” shall have the meaning set forth in the Fee Letter.               “Fifth Amendment  Purchased  Assets” shall  have  the  meaning  set  forth  in        Article 3(o).               “Fifth Amendment Structuring Fee” shall have the meaning set forth in the Fee        Letter.               “Fifth  Amendment  Upsize  Period”  shall  mean  the  period  commencing  on  the        Fifth  Amendment  Effective  Date  and  ending  on the  Initial  Fifth  Amendment  Upsize        Period Termination Date, unless such date is extended pursuant to the last paragraph of        Article 3(o), in which case the Fifth Amendment Upsize Period shall end on the Extended        Fifth Amendment Upsize Period Termination Date.               “Fifth Amendment Upsize Period Extension Fee” shall have the meaning set forth        in the Fee Letter.                “Initial  Fifth  Amendment  Upsize  Period  Termination  Date”  shall  mean        November 2, 2020.”               (c)   Article 3(o) of the Repurchase Agreement shall be amended and restated  in its entirety to read as follows:               “(o)  On  the  Fifth  Amendment  Effective  Date, Seller  shall  pay  to  Buyer  the              Fifth  Amendment  Structuring  Fee.  On  the  Fifth  Amendment  Effective  Date,              Buyer shall advance to Seller the Fifth Amendment Additional Advance Amount,                                        -2- 





 






            which amount shall be added to the Purchase Price of specified Purchased Assets              as  set  forth  in  the  amended  Confirmations  dated  as  of  the  Fifth  Amendment              Effective Date with respect to such specified Purchased Assets (such Purchased              Assets,  the  “Fifth Amendment  Purchased  Assets”).  The  amended  Confirmation              for each Fifth Amendment Purchased Asset shall specify the amount of the Fifth              Amendment  Additional  Advance Amount allocated  to  such  Fifth  Amendment              Purchased Asset on the Fifth Amendment Effective Date, which amount shall be              reflected therein as an increase in the Purchase Price thereof.  Seller may repay to              Buyer,  on  any  Business  Day,  all  or  part  of  the  Fifth  Amendment  Additional              Advance Amount with respect to any or all Fifth Amendment Purchased Assets,              along with the applicable Fifth Amendment Exit Fee with respect thereto.                   Any  amounts  paid  to  Buyer  by  Seller  in  respect  of  any  Fifth  Amendment              Purchased  Asset  in  reduction  of  such  Fifth  Amendment  Purchased  Asset’s              Repurchase  Price  shall  be  applied  first  to  reduce  the  portion  of  the  Fifth              Amendment  Additional  Advance  Amount  added  to  the  Purchase  Price  of  such              Fifth  Amendment  Purchased  Asset  on  the  Fifth  Amendment  Effective  Date.                Seller shall pay to Buyer the applicable Fifth Amendment Exit Fee on each date              upon  which  Seller  repurchases  all  or  part  of  the  Fifth  Amendment  Additional              Advance Amount allocated to any Fifth Amendment Purchased Asset.               Seller  shall  repay  to  Buyer  in  immediately  available  funds  the  full  remaining              amount  of  the  Fifth  Amendment  Additional  Advance  Amount,  if  any, and  the              related Fifth Amendment Exit Fee on the last day of the Fifth Amendment Upsize              Period.               At any time prior to the Initial Fifth Amendment Upsize Period Termination Date,              Seller  may  request that  the Fifth  Amendment  Upsize  Period be  extended  to              terminate  on the Extended Fifth  Amendment Upsize  Period  Termination Date.                Buyer  may  grant  or  deny  such  extension  request  in  Buyer’s  sole  discretion.   If              Buyer so  grants Seller’s request for an extension, then on or prior to the Initial              Fifth Amendment Upsize Period Termination Date, Seller shall pay to Buyer the              Fifth Amendment Upsize Period Extension Fee.  Upon approval of such extension              request  and  receipt  of  the  Fifth  Amendment  Upsize  Period  Extension  Fee,  the              Fifth Amendment Upsize Period shall be extended to terminate on the Extended              Fifth Amendment Upsize Period Termination Date.”               SECTION 2.   Amendment  to  Guarantee  Agreement.  Section  2(b)  of  the  Guarantee Agreement shall be amended and restated in its entirety to read as follows:               “(b)  Notwithstanding anything in Section 2(a) to the contrary, but subject in all        cases  to  Sections  2(c),  and  (d)  below,  which  shall  control  with  respect  to  the        circumstances described therein, the maximum liability of the Guarantor hereunder shall        in no event exceed the sum of (i) with respect to the portion of the Purchase Price not        constituting  the  Fifth  Amendment  Additional  Advance  Amount,  twenty-five  percent        (25%)  of  the  aggregate  amount  of  the  then-currently  unpaid  portion  of  such  Purchase        Price of all Purchased Assets that are Senior Mortgage Loans or Participation Interests in                                        -3- 





 






      Senior Mortgage Loans, (ii) with respect to the portion of the Purchase Price constituting        the Fifth Amendment Additional Advance Amount, fifty percent (50%) of the aggregate        amount  of  the  then-currently  unpaid  portion  of  such  Purchase  Price  of  all  Purchased        Assets  that  are  Senior  Mortgage  Loans  or  Participation  Interests  in Senior  Mortgage        Loans  and  (iii)  one  hundred  percent  (100%)  of  the  then-currently  unpaid  aggregate        Purchase Price of all Purchased Assets that do not consist of Purchased Assets that are        Senior  Mortgage  Loans  or  Participation  Interests  in  Senior  Mortgage  Loans  as  of  any        date of determination.”               SECTION 3.   Conditions Precedent.  This Amendment shall become effective  on the date upon which all of the following has occurred:               (a)    this Amendment and the Fee Letter Amendment have each 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 Fifth  Amendment  Structuring Fee.               SECTION 4.   Representations  and  Warranties.   On  and  as  of the Fifth  Amendment 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 Fifth Amendment Effective Date, in  which case it shall be true and correct in all respects as of such other date).               SECTION 5.   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, as amended hereby, to the extent of the Obligations (as defined therein),  notwithstanding the impact of the changes set forth herein.               SECTION 6.   Limited Effect.  Except as expressly amended and modified by  this Amendment, the Repurchase Agreement and Guarantee Agreement shall each continue to  be, and shall remain, in full force and effect in accordance with its terms; provided, however, that  upon the Fifth Amendment Effective Date, all references in the Repurchase Agreement and the  Guarantee Agreement to the “Transaction Documents” shall be deemed to include, in any event,  this Amendment.  Each reference to the Repurchase Agreement or the Guarantee Agreement in  any  of  the  Transaction  Documents  shall  be  deemed  to  be  a  reference  to  the  Repurchase  Agreement or the Guarantee Agreement, as applicable, as amended hereby.               SECTION 7.   Counterparts.  This  Amendment  may  be  executed  in  counterparts, each of which when so executed shall be deemed to be an original and all of which  when  taken  together  shall  constitute  one  and  the  same  instrument,  and  the  words  “executed,”                                         -4- 





 






signed,” “signature,” and words of like import as used above and elsewhere in this Amendment  or  in  any  other  certificate,  agreement  or  document  related  to  this  transaction  shall  include,  in  addition to manually executed signatures, images of manually executed signatures transmitted by  facsimile  or  other electronic  format  (including,  without  limitation,  “pdf”,  “tif”  or  “jpg”)  and  other  electronic  signatures  (including,  without  limitation,  any  electronic  sound,  symbol,  or  process,  attached  to  or  logically  associated  with  a  contract  or  other  record  and  executed  or  adopted  by  a  person  with  the  intent  to  sign  the  record).  The  use  of  electronic  signatures  and  electronic records (including, without limitation, any contract or other record created, generated,  sent, communicated, received, or stored by electronic means) shall be of the same legal effect,  validity  and  enforceability  as  a  manually  executed  signature  or  use  of  a  paper-based  record- keeping system to the fullest extent permitted by applicable law, including the Federal Electronic  Signatures in Global and National Commerce Act, the New York State Electronic Signatures and  Records Act and any other applicable law, including, without limitation, any state law based on  the Uniform Electronic Transactions Act or the Uniform Commercial Code.               SECTION 8.   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 9.   No Novation, Effect of Agreement.  Guarantor, Seller and Buyer  have entered into this Amendment solely to amend the terms of the Repurchase Agreement and  the Guarantee Agreement 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  or  Guarantor  (the  “Repurchase  Parties”)  under  or  in  connection  with  the  Repurchase  Agreement,  the  Guarantee  Agreement or  any  of  the  other  document  executed  in  connection  therewith  to  which  any  Repurchase Party 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  the  Repurchase  Parties  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 or the Guarantee Agreement in any such Repurchase Document shall be  deemed to also reference this Amendment.               SECTION 10.  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 each  may effectively do so, the defense of an inconvenient forum to the maintenance of such action or  proceeding and irrevocably consents 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 10 shall affect the  right of Buyer to serve legal process in any other manner permitted by law or affect the right of                                        -5- 





 






Buyer to bring any action or proceeding against any Seller or its property in the courts of other  jurisdictions.               SECTION 11.  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 12.  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.                                         -6- 





 






                                                      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: Managing Director                                          SELLER:                                          GP COMMERCIAL JPM LLC,                                            a Delaware limited liability company                                          By: /s/ Marcin Urbaszek                                            Name: Marcin Urbaszek                                            Title: Chief Financial Officer and Treasurer    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 and Treasurer    JPM—GP Commercial Amendment No. 5 – Signature Page