Exhibit 10.1
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT, dated as of May 5, 2023 (this “Amendment”), between INPOINT JPM LOAN, LLC (“Seller”), a Delaware limited liability company, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “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 Master Repurchase Agreement, dated as of May 6, 2019 (as amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as of April 14, 2021, as further amended by that certain Term SOFR Conforming Changes Amendment, dated as of December 31, 2021, as amended hereby, and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”).
WHEREAS, Seller and Buyer have agreed, subject to the terms and conditions hereof, that the Repurchase 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 each agree as follows:
“Maturity Date” shall mean May 6, 2026 or the immediately succeeding Business Day, if such day shall not be a Business Day (the “Initial Maturity Date”), or such later date as may be in effect pursuant to Article 3(n) hereof. For the sake of clarity, the Maturity Date shall not be any date beyond May 6, 2028 (the “Final Maturity Date”).
“Maximum Facility Amount” shall mean $526,076,160.
“Second Amendment Effective Date”: shall mean May 5, 2023.
“Second Amendment Structuring Fee”: shall have the meaning specified in the Fee Letter.
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(n)(i) Notwithstanding the definition of Maturity Date herein, upon written request of Seller prior to the then current Maturity Date, provided that Buyer has determined that all of the extension conditions listed in clause (ii) below (collectively, the “Maturity Date Extension Conditions”) shall have been satisfied, Buyer may, in its sole discretion, agree to extend the Maturity Date for a period of up to three hundred sixty-four (364) additional days each, on up to two occasions for up to two consecutive such periods (the “Extension Period”) by giving notice to Seller of such extension; provided, that any failure by Buyer to deliver such notice of extension to Seller within thirty (30) days from the date first received by Buyer shall be deemed a denial of Seller’s request to extend such Maturity Date. Notwithstanding anything to the contrary in this Article 3(n)(i) hereof, and in no event shall the Final Maturity Date be after May 6, 2028.
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[SIGNATURES FOLLOW]
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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.
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
JPM-InPoint - Signature Page to Amendment to Master Repurchase Agreement
SELLER:
INPOINT JPM LOAN, LLC, a Delaware limited liability company
By: /s/ Jason Fruchtman
Name: Jason Fruchtman
Title: Authorized Signatory
JPM-InPoint - Signature Page to Amendment to Master Repurchase Agreement
Acknowledged and Agreed:
InPoint Commercial Real Estate Income, 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/ Jason Fruchtman
Name: Jason Fruchtman
Title: Authorized Signatory
JPM-InPoint - Signature Page to Amendment to Master Repurchase Agreement