EX-10.17.5





 Exhibit 10.17.5 

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 
 FIFTH AMENDMENT TO CREDIT AND SECURITY
AGREEMENT 
 THIS FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of
March 24, 2017 (the “Fifth Amendment Date”), between LOANDEPOT.COM, LLC, a Delaware limited liability company (“Borrower”), and NEXBANK SSB (with its participants,
successors and assigns, “Lender”). 
 R E C I T A L S 

A. Borrower and Lender are parties to that certain Credit and Security Agreement dated as of October 29, 2014 (as amended, modified,
supplemented, restated or amended and restated from time to time, the “Loan Agreement”). Unless otherwise indicated herein, all terms used with their initial letter capitalized are used herein with their meaning as defined in
the Loan Agreement and all Section references are to Sections in the Loan Agreement. 
 B. On December 16, 2015, Borrower executed a
Third Amended and Restated Promissory Note in the principal amount of $40,000,000 in favor of Lender, evidencing the Loan (the “Original Note”). 

C. Borrower and Lender have agreed to increase the maximum amount of the Loan in an amount equal to $40,000,000, after which the maximum
outstanding principal balance of the Loan as of the Effective Date (as hereinafter defined) shall be $80,000,000. 
 D. Borrower has
requested that Lender amend the Loan Agreement as provided below. 
 E. Borrower has requested that Lender amend the Original Note as
provided in the Fourth Amended and Restated Promissory Note being delivered in connection herewith (the “Amended and Restated Note”). 

F. Borrower and Lender desire to amend the Loan Documents, subject to the terms, conditions, and representations set forth herein, as requested
by Borrower. 
 G. Borrower and Lender agree to the other terms and provisions provided below, subject to the terms, conditions, and
representations set forth herein. 
 NOW, THEREFORE, in consideration of these premises and other valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree, as follows: 
  

	1.	 Amendments to Loan Agreement. Subject to the satisfaction of the conditions set forth herein, the Loan
Agreement is amended as follows: 


 (a) The following definitions are hereby removed from Section 1.1 of the Loan
Agreement: “Incremental Facility”, “Incremental Loan”, “Incremental Loan Termination Date”. 

(b) The following definitions are hereby added to Section 1.1 of the Loan Agreement in the appropriate alphabetical order: 

“Fifth Amendment Effective Date” means the “Effective Date” as defined in the Fifth
Amendment to Credit and Security Agreement, dated as of March 24, 2017, between Borrower and Lender. 












 (c) The definition of “Collateral Value” in Section 1.1 of the
Loan Agreement is hereby amended and restated in its entirety to read as follows: 
 “Collateral
Value” means, as of any Determination Date, (a) 60.0% of the Market Value of all Eligible Agency Servicing Rights as updated for the most recent unpaid principal balance and as most recently determined by a Servicing Appraisal plus (b)
60.0% of the sum of Eligible Servicing Receivables. Each of such values shall be as determined in accordance with the terms and conditions of this Agreement. The Lender may accept as correct any value proposed by Borrower that is not obviously and
materially incorrect on its face, and each determination by the Lender of Collateral Value (and of each element of each such determination, including Market Value) may be computed using any reasonable averaging, interpolation and attribution method
and, absent manifest error, shall be conclusive and binding. 
 (d) The definition of “Commitment” in
Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 

“Commitment” means the obligation of Lender to make Borrowings pursuant to
Section 2 in an aggregate principal amount at any time outstanding up to but not exceeding $80,000,000, subject, however, to termination pursuant to
Section 10.2. 
  

	 	(e)	 The definition of “Revolving Credit Note” in Section 1.1 of the Loan Agreement is hereby amended
and restated in its entirety to read as follows: 


 “Revolving Credit Note” means
the Fourth Amended and Restated Promissory Note, dated March 24, 2017, made by Borrower payable to the order of Lender, as amended or restated from time to time. 
  

	 	(f)	 The introductory paragraph of Section 2.1(a) of the Loan Agreement is hereby amended and restated in its
entirety to read as follows: 


 (a) Borrowings. Subject to the terms and conditions of this
Agreement (including, without limitation, Section 2.5), Lender agrees to make one or more revolving credit loans to Borrower from time to time from the date hereof to and including the Termination Date
in an aggregate principal amount at any time outstanding up to but not exceeding the amount of the Commitment, provided that the aggregate amount of all Borrowings at any time outstanding shall not exceed the lesser of (i) the amount of
the Commitment or (ii) the Borrowing Base. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower may borrow, repay, and reborrow hereunder. No Loan shall be funded or held with “plan
assets” within the meaning of Section 3(42) of ERISA. 
  

	 	(g)	 Section 2.1(a)(ii) of the Loan Agreement is hereby amended and restated in its entirety to read as
follows: 


 (ii) Repayment of Borrowings. Borrower shall repay the unpaid principal amount of all Borrowings on the
Termination Date, unless sooner due by reason of acceleration by Lender as provided in this Agreement. 
  

	 	(h)	 Section 2.1(a)(iii) of the Loan Agreement is hereby amended and restated in its entirety to read as
follows: 


 (iii) Interest. The unpaid principal amount of the Borrowings shall, subject to the following sentence,
bear interest as provided in the Revolving Credit Note. If at any time the rate of interest specified in the Revolving Credit Note would exceed the Maximum Rate but for the provisions thereof limiting interest to the Maximum Rate, then any
subsequent reduction shall not reduce the rate of interest on the Borrowings below the Maximum Rate until the aggregate amount of interest accrued on the Borrowings equals the aggregate amount of interest which would have accrued on the Borrowings
if the interest rate had not been limited by the Maximum Rate. Accrued and unpaid interest on the Borrowings shall be payable as provided in the Revolving Credit Note and on the Termination Date. 













	 	(i)	 Section 2.5 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



 Section 2.5 Extension of Termination Date. So long as no Event of Default
shall have occurred and be continuing on the date on which notice is given to lender at least thirty (30) days, but no more than sixty (60) days, prior to the Termination Date then in effect, Borrower may extend the Termination Date to a
date that is three hundred and sixty-four (364) days after the then-effective Termination Date, no more than two times, upon delivery by Borrower to Lender of: (a) a written request therefor; and (b) a certificate of Borrower dated
the date of such request stating that (i) no Default or Event of Default then exists and is continuing and (ii) Borrower is in compliance with the financial covenants set forth in Section 9. Such extension shall be evidenced by
delivery of written confirmation of the same by Lender to Borrower. 
  

	 	(j)	 Section 2.6 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



 Section 2.6 [Reserved]. 

 

	 	(k)	 Section 4.4 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



 Section 4.4 Lender Requires Acknowledgment Agreements. Pledged Agency
Servicing Rights under Servicing Agreements with any Agency will have a Market Value of zero for purposes of determining Collateral Value (a) upon the earlier of (i) the termination or (ii) expiration of the Acknowledgment Agreement
covering such Pledged Agency Servicing Rights and (b) until a replacement Acknowledgment Agreement covering such Pledged Agency Servicing Rights has been executed and delivered by the Borrower, the Lender and an Agency. 

 

	 	(l)	 Section 9.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



 Section 9.1 Minimum Tangible Net Worth. Borrower shall maintain on a
consolidated basis Tangible Net Worth of Borrower and its Subsidiaries equal to at least $[***]. 
  

	 	(m)	 Section 9.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



 Section 9.2 Minimum Liquidity. Borrower shall not permit, as of the last day
of any fiscal quarter, Liquidity of Borrower and its Subsidiaries to be less than $[***]. 
  

	2.	 Conditions Precedent. Notwithstanding any contrary provision, this Amendment shall be effective on the
first Business Day upon which all of the following conditions precedent have been satisfied (the “Effective Date”): 



(a) Lender shall have received counterparts of this Amendment executed by Borrower, Lender, and each other party set forth on the
signature pages hereto, and the original executed Amended and Restated Note; 
 (b) Lender shall have received satisfactory evidence that
Borrower has paid the fees and expenses of counsel described in Section 5; 
 (c) No Default
or Event of Default shall have occurred and be continuing or shall result after giving effect to this Amendment; 












 (d) Lender shall have received (i) an officer’s certificate of an authorized
officer of Borrower certifying and attaching true and correct copies of its most recent Constituent documents and (ii) a certified copy, signed by Borrower’s secretary, of a resolution of the board of directors of Borrower authorizing this
Amendment and the Amended and Restated Promissory Note; 
 (e) Lender shall have returned to Borrower, or to Borrower’s attorney to be
held in escrow, the original of the Original Note; and 
 (f) Lender shall have received such other instruments and documents incidental and
appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Lender (it being agreed that execution of this Amendment by Lender shall
evidence that the foregoing conditions have been fulfilled). 
  

	3.	 Reaffirmation of Loan Documents and Liens. Except as amended and modified hereby, any and all of the
terms and provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by Borrower. Borrower hereby agrees that, except as expressly provided in this
Amendment, the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of Borrower under the Loan Agreement and the other Loan Documents or the Liens securing the payment and
performance thereof. Borrower further confirms that the liens and security interests in the Collateral created under the Loan Documents secure, among other indebtedness, Borrower’s obligations under the Loan Documents, and all modifications,
amendments, renewals, extensions, and restatements thereof. 


  

	4.	 Representations and Warranties. As a material inducement for Lender to enter into this Amendment,
Borrower hereby represents and warrants to Lender (with the knowledge and intent that Lender is relying upon the same in consenting to this Amendment) that as of the Effective Date, and after giving effect to the transactions contemplated by this
Amendment: (a) all representations and warranties in the Loan Agreement and in all other Loan Documents are true and correct in all material respects, as though made on the date hereof, except to the extent that (i) any of them
speak to a different specific date; or (ii) the facts or circumstances on which any of them were based have been changed by transactions or events not prohibited by the Loan Documents; (b) no Default or Event of Default exists under the
Loan Documents or will exist after giving effect to this Amendment; (c) this Amendment has been duly authorized and approved by all necessary organizational action and requires the consent of no other Person, and is binding and enforceable
against Borrower in accordance with its terms; and (d) the execution, delivery and performance of this Amendment in accordance with its terms, does not and will not, by the passage of time, the giving of notice, or otherwise: (i) require
any governmental approval, other than such as have been obtained and are in full force and effect, or violate any applicable law relating to Borrower; (ii) conflict with, result in a breach of, or constitute a default under the
Constituent Documents of Borrower thereof, or any indenture, agreement, or other instrument to which Borrower is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien
upon or with respect to any property now owned or hereafter acquired by Borrower. 


  

	5.	 Fees, Costs and Expenses. Borrower agrees to pay promptly the reasonable fees and expenses of counsel to
Lender for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment and all related documents; and 



 

	6.	 Miscellaneous. 



 

	 	(a)	 This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each
reference in the Loan Agreement or Amended and Restated Promissory Note to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Loan Agreement or in any other
Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Loan Agreement to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended by this Amendment.
















	 	(b)	 The Loan Documents shall remain unchanged and in full force and effect, except as provided in this Amendment
and the Amended and Restated Note, and are hereby ratified and confirmed. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any rights of Lender under any Loan
Document, nor constitute a waiver under any of the Loan Documents. 


  

	 	(c)	 All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns. 


  

	 	(d)	 This Amendment may be executed in one or more counterparts and by different parties hereto in separate
counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually
executed counterparts of this Amendment. 


  

	 	(e)	 THIS AMENDMENT, THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 



 

	 	(f)	 The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience
only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 


  

	 	(g)	 Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. 


  

	 	(h)	 This Amendment shall be construed in accordance with and governed by the laws of the State of Texas without
regard to its principles of conflicts of laws. 


  

	 	(i)	 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power
or remedy of Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents 



[Remainder of Page Intentionally Left Blank; Signature Page Follows] 












 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 
 IN WITNESS
WHEREOF, the parties hereto have executed this Amendment in multiple counterparts on the date stated on the signature pages hereto, but effective as of Effective Date. 

 

			
	BORROWER:
	
	loanDepot.com, LLC,
	
	a Delaware limited liability company
		
	By:	 	          

		 	Name: Bryan Sullivan
		 	Title: Chief Financial Officer
	
	LENDER:
	
	NEXBANK SSB
		
	By:	 	          

		 	Name: Rhett Miller
		 	 Title: Senior Vice President and Chief Credit Officer



 Signature Page to Fifth Amendment