AMENDMENT NO. 3 TO GUARANTEE AGREEMENT
Exhibit 10.36
EXECUTION VERSION
AMENDMENT NO. 3 TO GUARANTEE AGREEMENT
AMENDMENT NO. 3 TO GUARANTEE AGREEMENT, dated as of November 25, 2019 (this “Amendment”), made by BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Guarantee Agreement (as defined below).
RECITALS
WHEREAS, Guarantor is party to that certain Guarantee Agreement, dated as of May 21, 2013, as amended by that certain Amendment No. 1 to Guarantee Agreement, dated as of September 23, 2013, as amended by that certain Amendment No. 2 to Guarantee Agreement, dated as of February 21, 2014, as amended hereby (as may be further amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Guarantee Agreement”);
WHEREAS, Parlex 1 Finance, LLC (“Seller”) and Buyer are parties to that certain Master Repurchase Agreement, dated as of May 21, 2013, as amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as of September 23, 2013, as further amended by that certain Joinder Agreement, also dated as of September 23, 2013, as further amended by that certain Amendment No. 2 to Master Repurchase Agreement, dated as of June 30, 2014, as further amended by that certain Amendment No. 3 to Master Repurchase Agreement, dated as of March 27, 2015, as further amended by that certain Joinder Termination Agreement dated as of March 25, 2016, as further amended by that certain Amendment No. 4 to Master Repurchase Agreement, also dated as of March 25, 2016, as further amended by that certain Amendment No. 5 to Master Repurchase Agreement, dated as of December 21, 2017, as further amended by that certain Amendment No. 6 to Master Repurchase Agreement, dated as of March 30, 2018 (and as may be further amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”);
WHEREAS, Guarantor and Buyer have agreed to amend certain provisions of the Guarantee Agreement in the manner set forth herein.
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 each hereby agree as follows:
Amendment to Guarantee Agreement. Section 2(b) of Guarantee Agreement is hereby amended as follows:
(a) sub-clause (i) of Section 2(b) is hereby amended in its entirety by deleting the existing text of such sub-clause and replacing it with the following:
25% of the then-currently unpaid aggregate Repurchase Price of all Senior Loans and Senior Interests; and
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(b) sub-clause (ii) of Section 2(b) is hereby amended in its entirety by deleting the existing text of such sub-clause and replacing it with the following:
100% of the then-currently unpaid aggregate Repurchase Price of all other Purchased Loans not referenced in clause (i) above.
SECTION 1. Effectiveness. This Amendment and its provisions shall become effective when this Amendment is executed by Guarantor (the “Amendment Effective Date”).
SECTION 2. Compliance with Transaction Documents. Guarantor hereby represents and warrants to Buyer, as of the Amendment Effective Date, that Guarantor is in compliance with all of the terms and provisions set forth in the Guarantee.
SECTION 3. Acknowledgement. Guarantor hereby acknowledges that, as of the date hereof, Buyer is in compliance with its undertakings and obligations under the Guarantee Agreement.
SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Guarantee Agreement and each of the other Transaction Documents (as such term is defined in the Repurchase Agreement) shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided, however, that upon the Amendment Effective Date, (x) each reference therein and herein to the “Transaction Documents” shall be deemed to include, in any event, this Amendment, (y) each reference to the “Guarantee Agreement” in any of the Transaction Documents shall be deemed to be a reference to the Guarantee Agreement as amended hereby, and (z) each reference in the Guarantee Agreement to “this Agreement”, this “Guarantee Agreement”, “hereof”, “herein” or words of similar effect in referring to the Guarantee Agreement shall be deemed to be references to the Guarantee Agreement as amended by this Amendment.
SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute 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 6. Expenses. Seller agrees to pay and reimburse Buyer for all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with the preparation, execution and delivery of this Amendment in accordance with Section 20(b) of the Repurchase Agreement.
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SECTION 7. GOVERNING LAW.
THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
[Remainder of page intentionally left blank; Signatures follow on next page.]
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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.
| BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Executive Vice President, Capital Markets and Treasurer | ||
| Acknowledged and agreed: | ||
| BANK OF AMERICA, N.A., a national banking association | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx Title: Managing Director | ||
Amendment No. 3 to Guarantee Agreement – Signature Page
