CONSENT AND AMENDMENT NO. 3
TO CREDIT AND SECURITY AGREEMENT
This Consent and Amendment No. 3 to Credit and Security Agreement, dated as of October 30, 2015 (this Amendment), is entered into by and between loanDepot.com, LLC, a Delaware limited liability company (Borrower), and NEXBANK SSB (Lender).
The Borrower has entered into to that certain Credit and Security Agreement, dated as of October 29, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), by and between the Borrower and the Lender. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement.
The Borrower is considering undertaking an initial public offering and, in connection therewith, will undergo a restructuring of its ownership group. In connection therewith, the parties hereto have agreed, subject to the terms and conditions of this Amendment, that the Credit Agreement be amended to reflect certain agreed upon revisions to the terms of the Credit Agreement.
Accordingly, the parties hereto hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, as follows:
SECTION 1. New Definitions. Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in the correct alphabetical order:
IPO shall mean the initial public offering of shares of Class A common stock of LD Corp. on the terms and conditions set forth in the S-1 Filing, and the transactions related thereto as set forth in the S-1 Filing.
LD Corp. shall mean loanDepot, Inc., a Delaware corporation.
LD Holdings shall mean loanDepot Holdings, LLC, a Delaware limited liability company.
LD Intermediate shall mean LD Intermediate, LLC, a Delaware limited liability company.
Permitted Distributions means (a) distributions made from the proceeds of the IPO as set forth in the section entitled Use of Proceeds in the S-1 Filing, (b) distributions to LD Corp., LD Holdings or LD Intermediate or any of their respective subsidiaries to pay for or reimburse any them for (i) customary compensation, fees and expense reimbursements to their respective directors, officers and managers, (ii) costs and expenses related to (A) compliance with Sarbanes-Oxley and other applicable securities laws (including, without limitation, the costs of any reporting requirements in connection with such compliance), (B) investor relations, shareholder meetings and shareholder reporting, (C) the acquisition and maintenance of customary directors and officers insurance, (D) listing fees, (E) corporate overhead costs (including, without limitation, the costs of audits) and costs related to maintenance of corporate existence, and (F) executive, legal and professional fees associated with the foregoing, and (c) Tax Distributions.