AMENDMENT NUMBER THREE to the LOAN AND SECURITY AGREEMENT dated as of July 27, 2022, between ROCKET MORTGAGE, LLC, as Borrower and CITIBANK, N.A., as Lender
EXHIBIT 10.9
Execution Version
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.
AMENDMENT NUMBER THREE
to the
dated as of July 27, 2022,
between
ROCKET MORTGAGE, LLC, as Borrower
and
CITIBANK, N.A., as Lender
This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 7th day of November, 2023, between ROCKET MORTGAGE, LLC (“Borrower”) and CITIBANK, N.A. (“Lender”), to the Loan and Security Agreement, dated as of July 27, 2022, between ▇▇▇▇▇▇▇▇ and Lender, as such agreement may be further amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
RECITALS
WHEREAS, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ agree to amend the Agreement as more specifically set forth herein; and
WHEREAS, as of the date hereof, Borrower represents to Lender that Borrower is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendment. Effective as of the Amendment Effective Date:
a)Section 1 of the Agreement is hereby amended by deleting the definition of “Loan Repayment Date” in its entirety and replacing it with the following:
“Loan Repayment Date” means, the earlier to occur of (i) [***], or (ii) such earlier date as may be notified by Lender in accordance with Section 8.02(a) or Section 8.02(b).
SECTION 2. Condition Precedent; Effectiveness. This Amendment Number Three shall become effective on the date on which Lender shall have received and Borrower shall have completed, or shall have caused to be completed, counterparts hereof duly executed by each of the parties hereto (such date, the “Amendment Effective Date”).
SECTION 3. Fees and Expenses. ▇▇▇▇▇▇▇▇ agrees to pay to Lender all reasonable out of pocket costs and expenses incurred by ▇▇▇▇▇▇ in connection with this Amendment Number Three (including all reasonable fees and out of pocket costs and expenses of ▇▇▇▇▇▇’s legal counsel) in accordance with Sections 12 and 14 of the Agreement.
SECTION 4. Representations. Borrower hereby represents to Lender that as of the date hereof, Borrower is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
SECTION 5. Binding Effect; Governing Law. This Amendment Number Three shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER THREE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).
SECTION 6. Counterparts. This Amendment Number Three may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment Number Three by signing any such counterpart. Each counterpart shall be deemed to be an original, and all counterparts shall constitute one and the same instrument. The parties agree this Amendment Number Three, any documents to be delivered pursuant to this Amendment Number Three and any notices hereunder may be transmitted between them by e-mail. The parties intend that electronically imaged signatures such as .pdf files and signatures executed using third party electronic signature capture service providers, which comply with the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state law based on the Uniform Electronic Transactions Act, shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.
SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Three need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.
[Signature Page Follows]
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IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have caused this Amendment Number Three to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.
| ROCKET MORTGAGE, LLC, | |||||
| (Borrower) | |||||
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||||
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | |||||
| Title: Treasurer | |||||
| CITIBANK, N.A. | |||||
| (Lender) | |||||
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ | |||||
Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ | |||||
| Title: Vice President | |||||