Yield Support Letter Agreement between Alesco Financial Inc., Alesco Warehouse Conduit LLC, and Cohen & Company Financial Management, LLC (April 10, 2007)
This agreement is between Alesco Financial Inc., Alesco Warehouse Conduit LLC, and Cohen & Company Financial Management, LLC. It requires Cohen & Company Financial Management, as Asset Manager, to pay Alesco Warehouse Conduit LLC any shortfall if the yield on certain subordinated notes falls below a specified minimum (25% per fiscal quarter). The agreement outlines the process for notification and payment of any shortfall and remains in effect as long as the notes are outstanding. The risk of collateral defaults remains with the note purchaser.
Exhibit 10.2
Cira Center, 2929 Arch Street, 17th Floor, Pennsylvania 19104
Phone: 215 ###-###-#### Fax: 215 ###-###-####
February 28, 2007
Cohen & Company Financial Management, LLC
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re: | Note Purchase Agreement, dated December 5, 2006, among PFW III, Ltd., the Investors Party thereto, Alesco Warehouse Conduit LLC, as Initial Subordinated Noteholder and ABN Amro Bank N.V. (the Note Purchase Agreement) |
Ladies and Gentlemen:
We refer to the captioned Note Purchase Agreement pursuant to which Alesco Warehouse Conduit LLC (the Note Purchaser), a subsidiary of Alesco Financial Inc. (AFN), acquired subordinated notes (the Subordinated Notes) issued by PFW Funding III, Ltd. (the Issuer). Cohen & Company Financial Management, LLC is an affiliate of the external manager of AFN and is the Asset Manager of the assets of the Issuer. Capitalized terms used but not defined herein shall have the meanings given to them in the Note Purchase Agreement
In consideration of the benefits that the Asset Manager and its affiliates receive due to the Note Purchasers investment in the Subordinated Notes, the Asset Manager agrees that if the Yield (as defined below) earned by the Note Purchaser on the Subordinated Notes in respect of the periods shown below is less than the Minimum Annualized Pre-tax Yield (Minimum Yield) set forth below in respect of such periods, the Asset Manager shall pay to the Note Purchaser the amount of the shortfall (the Shortfall Amount). The Asset Manager shall pay the Shortfall Amount to the Note Purchaser within 10 business days after the delivery of a written notice (a Shortfall Notice) from the Note Purchaser to the Asset Manager of the existence of a Shortfall. A Shortfall Notice must be delivered within 20 business days after the end of the period in respect of which a Shortfall has occurred. A Shortfall Notice must include a reasonably detailed calculation of the Shortfall. A Shortfall Notice shall be deemed conclusive absent manifest error.
Period | Minimum Yield | ||
Each fiscal quarter beginning with the fiscal quarter ending March 31, 2007 | 25 | % |
For purposes of this letter agreement, the term Yield in respect of the applicable period means the amount of the effective yield accruing to the Note Purchaser on the average cash balance maintained by the Note Purchaser on deposit with the Issuer for such period. The risk associated with defaults of collateral on the warehouse remains with the Note Purchaser.
This agreement shall remain in effect as long as the Subordinated Notes are outstanding and can not be amended except in a writing signed by all parties.
If the foregoing is acceptable, kindly execute this letter agreement in the place indicated below.
Sincerely, |
ALESCO FINANCIAL INC. |
/s/ James J. McEntee, III |
Name: James J. McEntee, III |
Title: CEO and President |
ALESCO WAREHOUSE CONDUIT, LLC |
/s/ John J. Longino |
Name: John J. Longino |
Title: CFO and Treasurer |
ACCEPTED AND AGREED |
This 10th day of April, 2007 |
COHEN & COMPANY FINANCIAL MANAGEMENT, LLC |
/s/ Shami Patel |
Name: Shami Patel |
Title: Managing Director |
COHEN & COMPANY |
/s/ Christopher Ricciardi |
Name: Christopher Ricciardi |
Title: CEO and President |