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Caliber Home Loans, Inc. – IPO: ‘S-1/A’ on 10/6/20 – ‘EX-10.35’

On:  Tuesday, 10/6/20, at 5:39pm ET   ·   As of:  10/7/20   ·   Accession #:  1193125-20-264871   ·   File #:  333-249240

Previous ‘S-1’:  ‘S-1’ on 10/2/20   ·   Next:  ‘S-1/A’ on 10/21/20   ·   Latest:  ‘S-1/A’ on 1/21/21   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/07/20  Caliber Home Loans, Inc.          S-1/A      10/06/20  101:13M                                    Donnelley … Solutions/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1   —   SA’33
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML    119K 
                (General Form)                                                   
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     28K 
88: EX-10.100   Material Contract                                   HTML    186K 
89: EX-10.101   Material Contract                                   HTML     30K 
90: EX-10.102   Material Contract                                   HTML     28K 
91: EX-10.103   Material Contract                                   HTML    402K 
92: EX-10.104   Material Contract                                   HTML     37K 
93: EX-10.105   Material Contract                                   HTML     68K 
94: EX-10.106   Material Contract                                   HTML    461K 
95: EX-10.107   Material Contract                                   HTML     30K 
96: EX-10.108   Material Contract                                   HTML    116K 
97: EX-10.109   Material Contract                                   HTML    257K 
98: EX-10.110   Material Contract                                   HTML    991K 
99: EX-10.111   Material Contract                                   HTML     56K 
100: EX-10.112   Material Contract                                   HTML     53K  
101: EX-10.113   Material Contract                                   HTML     44K  
 3: EX-10.14    Material Contract                                   HTML    398K 
 4: EX-10.15    Material Contract                                   HTML    333K 
 5: EX-10.16    Material Contract                                   HTML     90K 
 6: EX-10.17    Material Contract                                   HTML     66K 
 7: EX-10.18    Material Contract                                   HTML    395K 
 8: EX-10.19    Material Contract                                   HTML     36K 
 9: EX-10.20    Material Contract                                   HTML     32K 
10: EX-10.21    Material Contract                                   HTML     31K 
11: EX-10.22    Material Contract                                   HTML     32K 
12: EX-10.23    Material Contract                                   HTML     38K 
13: EX-10.24    Material Contract                                   HTML     48K 
14: EX-10.25    Material Contract                                   HTML     37K 
15: EX-10.26    Material Contract                                   HTML     55K 
16: EX-10.27    Material Contract                                   HTML     44K 
17: EX-10.28    Material Contract                                   HTML     41K 
18: EX-10.29    Material Contract                                   HTML     32K 
19: EX-10.30    Material Contract                                   HTML    298K 
20: EX-10.31    Material Contract                                   HTML     37K 
21: EX-10.32    Material Contract                                   HTML     34K 
22: EX-10.33    Material Contract                                   HTML    369K 
23: EX-10.34    Material Contract                                   HTML     67K 
24: EX-10.35    Material Contract                                   HTML     31K 
25: EX-10.36    Material Contract                                   HTML     31K 
26: EX-10.37    Material Contract                                   HTML     38K 
27: EX-10.38    Material Contract                                   HTML     49K 
28: EX-10.39    Material Contract                                   HTML     51K 
29: EX-10.40    Material Contract                                   HTML     49K 
30: EX-10.41    Material Contract                                   HTML     42K 
31: EX-10.42    Material Contract                                   HTML     32K 
32: EX-10.43    Material Contract                                   HTML     48K 
33: EX-10.44    Material Contract                                   HTML     36K 
34: EX-10.45    Material Contract                                   HTML    453K 
35: EX-10.46    Material Contract                                   HTML     28K 
36: EX-10.47    Material Contract                                   HTML     42K 
37: EX-10.48    Material Contract                                   HTML     31K 
38: EX-10.49    Material Contract                                   HTML     32K 
39: EX-10.50    Material Contract                                   HTML     36K 
40: EX-10.51    Material Contract                                   HTML     31K 
41: EX-10.52    Material Contract                                   HTML     40K 
42: EX-10.53    Material Contract                                   HTML    528K 
43: EX-10.54    Material Contract                                   HTML     32K 
44: EX-10.55    Material Contract                                   HTML     49K 
45: EX-10.56    Material Contract                                   HTML     31K 
46: EX-10.57    Material Contract                                   HTML     29K 
47: EX-10.58    Material Contract                                   HTML     34K 
48: EX-10.59    Material Contract                                   HTML     31K 
49: EX-10.60    Material Contract                                   HTML     30K 
50: EX-10.61    Material Contract                                   HTML     43K 
51: EX-10.62    Material Contract                                   HTML     34K 
52: EX-10.63    Material Contract                                   HTML     34K 
53: EX-10.64    Material Contract                                   HTML    660K 
54: EX-10.65    Material Contract                                   HTML     30K 
55: EX-10.66    Material Contract                                   HTML     66K 
56: EX-10.67    Material Contract                                   HTML    125K 
57: EX-10.68    Material Contract                                   HTML     28K 
58: EX-10.69    Material Contract                                   HTML     84K 
59: EX-10.70    Material Contract                                   HTML     45K 
60: EX-10.71    Material Contract                                   HTML     39K 
61: EX-10.72    Material Contract                                   HTML     86K 
62: EX-10.73    Material Contract                                   HTML     48K 
63: EX-10.74    Material Contract                                   HTML    412K 
64: EX-10.76    Material Contract                                   HTML    370K 
65: EX-10.77    Material Contract                                   HTML     50K 
66: EX-10.78    Material Contract                                   HTML     30K 
67: EX-10.79    Material Contract                                   HTML     34K 
68: EX-10.80    Material Contract                                   HTML     33K 
69: EX-10.81    Material Contract                                   HTML     52K 
70: EX-10.82    Material Contract                                   HTML     32K 
71: EX-10.83    Material Contract                                   HTML     36K 
72: EX-10.84    Material Contract                                   HTML     30K 
73: EX-10.85    Material Contract                                   HTML     30K 
74: EX-10.86    Material Contract                                   HTML     29K 
75: EX-10.87    Material Contract                                   HTML     32K 
76: EX-10.88    Material Contract                                   HTML     32K 
77: EX-10.89    Material Contract                                   HTML     45K 
78: EX-10.90    Material Contract                                   HTML     42K 
79: EX-10.91    Material Contract                                   HTML    413K 
80: EX-10.92    Material Contract                                   HTML     41K 
81: EX-10.93    Material Contract                                   HTML     32K 
82: EX-10.94    Material Contract                                   HTML     39K 
83: EX-10.95    Material Contract                                   HTML     36K 
84: EX-10.96    Material Contract                                   HTML    664K 
85: EX-10.97    Material Contract                                   HTML     38K 
86: EX-10.98    Material Contract                                   HTML     38K 
87: EX-10.99    Material Contract                                   HTML    350K 


‘EX-10.35’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.35  

Exhibit 10.35

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION

AMENDMENT NO. 2 TO

SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement, dated as of January 12, 2018, among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer”) and CALIBER HOME LOANS, INC. (the “Seller”).

RECITALS

The Administrative Agent, the Buyers and the Seller are parties to that certain Second Amended and Restated Master Repurchase Agreement, dated as of August 26, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Repurchase Agreement”; as further amended by this Amendment, the “Repurchase Agreement”) and the related Amended and Restated Pricing Side Letter, dated as of August 26, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.

The Administrative Agent, the Buyers and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

Accordingly, the Administrative Agent, the Buyers and the Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

SECTION 1. Conditions Precedent. Section 10b. of the Existing Repurchase Agreement is hereby amended by deleting subclause (11) thereof in its entirety and replacing it with the following:

(11) DE Compare Ratio. Seller’s DE Compare Ratio is less than [***] (provided, that, with respect to the DE Compare Ratio calculated using the data for calendar months ending December 31, 2017 and January 31, 2018, such condition precedent shall not apply) and HUD has not suspended Seller’s ability to originate FHA Loans in one or more jurisdictions.

SECTION 2. Conditions Precedent to Amendment. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the receipt by Administrative Agent of the following, each of which shall be satisfactory to the Administrative Agent in form and substance:

(a) this Amendment, duly executed and delivered by the Administrative Agent, the Buyers and the Seller.


SECTION 3. Representations and Warranties. The Seller hereby represents and warrants to the Administrative Agent and the Buyers that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.

SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 5. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 6. 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 of this Amendment in a Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[SIGNATURE PAGE FOLLOWS]

 

-2-


IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

 

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent
By:  

/s/ Margaret Dellafera

Name:   Margaret Dellafera
Title:   Vice President
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Buyer
By:  

/s/ Robert Darden

Name:   Robert Darden
Title:   Authorized Signatory
By:  

/s/ Elie Chau

Name:   Elie Chau
Title:   Authorized Signatory
ALPINE SECURITIZATION LTD, as a Buyer, by Credit Suisse AG, New York Branch as Attorney-in Fact
By:  

/s/ Patrick J. Hart

Name:   Patrick J. Hart
Title:   Vice President
By:  

/s/ Elie Chau

Name:   Elie Chau
Title:   Authorized Signatory

Signature Page to Amendment No. 2 to Second A&R MRA


CALIBER HOME LOANS, INC., as Seller
By:  

/s/ William Dellal

Name:   William Dellal
Title:   CFO

Signature Page to Amendment No. 2 to Second A&R MRA


Dates Referenced Herein

This ‘S-1/A’ Filing    Date    Other Filings
Filed as of:10/7/20None on these Dates
Filed on:10/6/20
1/31/18
1/12/18
12/31/17
8/26/16
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/21/21  Caliber Home Loans, Inc.          S-1/A                 11:8.7M                                   Donnelley … Solutions/FA
10/21/20  Caliber Home Loans, Inc.          S-1/A                 18:9.5M                                   Donnelley … Solutions/FA


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/02/20  Caliber Home Loans, Inc.          S-1        10/01/20   16:7.6M                                   Donnelley … Solutions/FA
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Filing Submission 0001193125-20-264871   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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