GUILD HOLDINGS COMPANY [●] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York
Guild Holdings Company, a Delaware corporation (the “Company”), and each of the stockholders of the Company named on Exhibit F hereto (collectively, the “Selling Stockholders” and each, a “Selling Stockholder”), acting severally and not jointly, confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”), BofA Securities, Inc. (“BofA”), J.P. Morgan Securities LLC (“J.P. Morgan”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, BofA and J.P. Morgan are acting as the representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Stockholders of a total of [●] shares (the “Initial Securities”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the r
THIRTEENTH AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Minnesota
THIS THIRTEENTH AMENDMENT, dated as of September 11, 2020, amends and modifies a certain Master Repurchase Agreement, dated as of March 24, 2015, as amended by Amendments dated as of June 24, 2015, March 15, 2016, April 20, 2016, June 20, 2016, June 16, 2017, August 18, 2017, September 28, 2018, August 29, 2019, September 13, 2019, October 15, 2019, April 1, 2020 and July 24, 2020 (as so amended, the “Repurchase Agreement”), between GUILD MORTGAGE COMPANY and GUILD MORTGAGE COMPANY, LLC (the “Sellers”) and U.S. BANK NATIONAL ASSOCIATION (the “Buyer”). Terms not otherwise expressly defined herein shall have the meanings set forth in the Repurchase Agreement.
AMENDMENT NO. 1 TO MASTER LOAN PURCHASE AND SERVICING AGREEMENT (EBO PROGRAM)Master Loan Purchase and Servicing Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Texas
This AMENDMENT NO. 1 TO MASTER LOAN PURCHASE AND SERVICING AGREEMENT (EBO PROGRAM) (this “Amendment”) is made and entered into as of October 8, 2020, by and between Texas Capital Bank, National Association (“Purchaser”) and Guild Mortgage Company (“Seller”). This Amendment amends that certain Master Loan Purchase and Servicing Agreement (EBO Program), by and between Purchaser and Seller, dated as of December 21, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.
SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • California
The Parties hereby amend (for the sixth time) the First Amended and Restated Master Repurchase Agreement dated December 14, 2018 between them (the “A&R MRA”, as amended by that certain First Amendment to First Amended and Restated Master Repurchase Agreement date June 21, 2019, the Second Amendment to First Amended and Restated Master Repurchase Agreement dated December 13, 2019, the Third Amendment to First Amended and Restated Master Repurchase Agreement dated February 21, 2020, the Omnibus Letter Agreement dated April 30, 2020, the Fourth Amendment to First Amended and Restated Master Repurchase Agreement dated June 23, 2020 and the Fifth Amendment to the First Amended and Restated Master Purchase Agreement dated as of July 24, 2020 and as hereby and supplemented, further amended or restated from time to time, the “MRA”).
TIAA BANKGuild Holdings Co • October 15th, 2020 • Mortgage bankers & loan correspondents • New York
This Thirteenth Amendment is made as of the 14th day of August 2020 (the “Amendment Effective Date”), to that certain Master Repurchase Agreement, dated as of July 29, 2015, as amended (the “Repurchase Agreement”) and the Pricing Letter, dated as of July 29, 2015, as amended (the “Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and TIAA, FSB, formerly known as EverBank (“Buyer” or “EverBank”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement.
TIAA BANKGuild Holdings Co • October 15th, 2020 • Mortgage bankers & loan correspondents • New York
This First Amendment is made as of the 14th day of August, 2020 (the “Amendment Effective Date”), to that certain Amended and Restated Loan and Security Agreement, dated July 15, 2020, as amended (the “Agreement”) by and between Guild Mortgage Company (“Borrower”) and TIAA, FSB, formerly known as EverBank (“Bank”).
OMNIBUS AMENDMENT TO PRINCIPAL AGREEMENTS AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSACTIONS TERMS LETTER AMENDMENT NO. 1 TO GUARANTY AMENDMENT NO. 1 TO MASTER PARTICIPATION AGREEMENTMaster Repurchase Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York
This OMNIBUS AMENDMENT TO PRINCIPAL AGREEMENTS (this “Amendment”) dated as of October 8, 2020, is entered into by and among Guild Holdings Company (“GHC”), Guild Mortgage Company (“GMC”), Guild Mortgage CO SPE W40, LLC (“Guild SPE”) and Bank of America, N.A. (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement or the Master Participation Agreement (each as defined below).
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of October 8, 2020, by and among GUILD MORTGAGE COMPANY, a California corporation, as borrower (“Borrower”) and TIAA, FSB, as bank (“Bank”).
SECOND AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “Amendment”) is made and entered into as of October 8, 2020, among GUILD MORTGAGE COMPANY, a California corporation (“GMC”), GUILD INVESTORS, LLC, a Delaware limited liability company (“GILLC”), THE BANK OF NEW YORK MELLON, as administrative agent for the Buyers (in such capacity, the “Agent”) and the financial institutions listed on the signature pages hereof (who, together with the Agent, in its capacity as a buyer, are, collectively, the “Buyers”).
AMENDMENT NO. 1 TO MORTGAGE WAREHOUSE AGREEMENTMortgage Warehouse Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Texas
This AMENDMENT NO. 1 TO MORTGAGE WAREHOUSE AGREEMENT (this “Amendment”) is made and entered into as of October 8, 2020, by and among Texas Capital Bank, National Association (“Buyer”) and Guild Mortgage Company, a California corporation (“Seller”), and Guild Holdings Company, a Delaware corporation. This Amendment amends that certain Mortgage Warehouse Agreement by and between Buyer and Seller, dated as of April 13, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.
TIAA BANK Boston, MA 02110Guild Holdings Co • October 15th, 2020 • Mortgage bankers & loan correspondents • New York
This Fourteenth Amendment is made as of the 8th day of October 2020, to that certain Master Repurchase Agreement, dated as of July 29, 2015, as amended (the “Repurchase Agreement”) and the Pricing Letter, dated as of July 29, 2015, as amended (the “Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and TIAA, FSB, formerly known as EverBank (“Buyer” or “EverBank”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement”. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement.
FOURTEENTH AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Minnesota
THIS FOURTEENTH AMENDMENT, dated as of October 8, 2020, amends and modifies a certain Master Repurchase Agreement, dated as of March 24, 2015, as amended by Amendments dated as of June 24, 2015, March 15, 2016, April 20, 2016, June 20, 2016, June 16, 2017, August 18, 2017, September 28, 2018, August 29, 2019, September 13, 2019, October 15, 2019, April 1, 2020, July 24, 2020 and September 11, 2020 (as so amended, the “Repurchase Agreement”), between GUILD MORTGAGE COMPANY, a California corporation (“GMC”) and GUILD INVESTORS, LLC, a Delaware limited liability company (“GILLC”) and U.S. BANK NATIONAL ASSOCIATION (the “Buyer”). Terms not otherwise expressly defined herein shall have the meanings set forth in the Repurchase Agreement.
SECOND AMENDMENTSecond Amendment • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Arizona
This Second Amendment (this “Amendment”) is entered into as of October 8, 2020 among GUILD MORTGAGE COMPANY, a California corporation (“GMC”) GUILD INVESTORS, LLC, a Delaware limited liability company (“GILLC”), GUILD HOLDINGS COMPANY, a Delaware corporation (“GHC”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Buyer”).
AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Texas
This AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of October 8, 2020, by and among GUILD MORTGAGE COMPANY, a California corporation, as Borrower (“Borrower”), GUILD HOLDINGS COMPANY, a Delaware corporation (“GHC”), TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Agent”) and the Lenders and other parties referred to on the signature pages hereof.
AMENDMENT NO. 1 TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED TERM LOAN AGREEMENT (the “Amendment”) is made and entered into as of October 8, 2020, among Guild Mortgage Company, a California corporation (“GMC”), Guild Investors, LLC (“GILLC”), the Lenders who are parties hereto and The Bank of New York Mellon as Administrative Agent (the “Agent”).
