CONFIRMATION AND AMENDMENT OF LOAN DOCUMENTS
THIS CONFIRMATION AND AMENDMENT OF LOAN DOCUMENTS (“Confirmation and Amendment”), is executed to be effective as of April 18, 2019, by and between IMPAC MORTGAGE CORP., a California corporation (Hereinafter referred to as “Borrower”), and MERCHANTS BANK OF INDIANA (hereinafter referred to as “Lender”);
W I T N E S S E S T H A T:
WHEREAS, Borrower and Lender entered into a certain Line of Credit Promissory Note dated August 17, 2017 (hereinafter, as heretofore amended, modified or restated, referred to as the “Note”) pursuant to which Lender, among other things, extended to Borrower a line of credit in a principal amount which has since been increased to Sixty Million and 00/100 Dollars ($60,000,000.00) (such line of credit is referred to in the Note and hereinafter referred to as the “Loan”);
WHEREAS, the Loan is evidenced by (i) the Note, and (ii) a certain Security Agreement dated August 17, 2017, entered into by Borrower in favor of Lender (the “Security Agreement”), together with all other documents evidencing or securing the Loan (collectively, as heretofore amended, the “Loan Documents”);
WHEREAS, Borrower has requested certain amendments to the Loan Documents as more particularly described herein;
WHEREAS, Lender is willing to modify the Loan Documents subject to, inter alia, the terms and conditions hereinafter specified and upon the condition that Borrower makes the acknowledgements, agreements and confirmations set forth herein and executes all documents reasonably required by Lender to effectuate such modification.
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Lender agree as follows:
1.Borrower and Lender hereby agree that the indebtedness of Borrower evidenced by the Note and Loan Documents shall be extended and that the Maturity Date under the Note and any termination, expiration or maturity date contained in the Loan Documents is hereby extended to January 31, 2020.
2.Borrower and Lender hereby agree that Sections 2(iii), 8(d) and 8(e) are hereby deleted from the Note.
3.Borrower and Lender hereby agree that the Net Worth Requirement set forth in Section 8(0) of the Note is hereby decreased from “Fifty Million and 00/100 Dollars ($50,000,000.00)” to “Thirty-Five Million and 00/100 Dollars ($35,000,000.00)”
4.Borrower hereby covenants and agrees with Lender that Borrower shall not permit Borrower’s Current Ratio at any time to be less than 1:1. For the purposes hereof, “Current Ratio” shall mean the ratio of Borrower’s current assets to its current liabilities.
5.Borrower hereby covenants with Lender that Borrower and its consolidated subsidiaries shall not have any distributions that will exceed its or their net income over the prior four (4) quarters without the prior written approval of Lender.
6.Borrower acknowledges and confirms that the Loan Documents continue in full force and effect and secure, extend to, include and are effective with respect to the Loan, and all other indebtedness and obligations of Borrower to Lender more particularly described in the Loan Documents as being secured thereby. Borrower reaffirms and ratifies all warranties, representations, provisions, conditions, terms, covenants and agreements set forth in the Loan Documents.
7.Borrower represents and warrants to Lender that (a) as of the effective date hereof, there exists no event of default under the Note or Loan Documents, or any condition that, with the giving of notice, lapse of time, or both, would constitute an event of default under the Note or Loan Documents, and (b) Borrower has no defenses, offsets, claims or counterclaims against Lender under the Note, the Loan Documents or any other agreement, instrument, document or event executed or occurring in connection therewith.
8.Borrower hereby agrees to reimburse Lender upon demand for all costs and expenses incurred by Lender in connection with the amendment and modification of the terms and conditions of the Loan pursuant to this Confirmation and Amendment, including but not limited to all premiums and fees of any title insurance company in connection with issuing any endorsement required by Lender to any policy of title insurance, all recording and filing fees and all reasonable attorneys’ fees and expenses.
9.This Confirmation and Amendment shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors, assigns and legal representatives.
10.The undersigned, executing this Confirmation and Amendment for and on behalf of Borrower, certifies and represents to Lender that s/he is duly authorized by all action necessary on the part of Borrower to execute and deliver this document and that this document constitutes a legal, valid and binding obligation of Borrower in accordance with its terms. This agreement may be executed and delivered in multiple counterparts, each of which when so executed and delivered shall be an original, and all of which together shall constitute one and the same instrument.
11.This Confirmation and Amendment shall be governed by and construed in accordance with the laws of the State of Indiana.
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IN WITNESS WHEREOF, the undersigned have caused this Confirmation and Amendment of Loan Documents to be executed effective as of the day and the year first above written.
IMPAC MORTGAGE CORP.
By:/s/ Brian Kuelbs
MERCHANTS BANK OF INDIANA
By:/s/ Michael J. Dunlap
Name:Michael J. Dunlap
Consent and Acknowledgement of Guarantor
The undersigned Guarantor hereby consents to
and acknowledges the foregoing Confirmation
and Amendment as of the date first above written.
INTEGRATED REAL ESTATE SERVICE CORP.
a Maryland corporation
By:/s/ Brian Kuelbs