Exhibit 10.1

 

Agreement of Amendment

 

dated as of

 

June 27, 2014

 

In accordance with Section 11.02 of the Master Repurchase Agreement (the “MR Agreement”) dated as of March 30, 2011, between IMPAC Mortgage Corp., a California corporation as the Seller and Western Alliance Bank, an Arizona corporation as the Buyer, the following amendments to the MR Agreement shall take effect upon execution of this Agreement of Amendment by both the Seller and the Buyer (the “Amendment”).

 

Section 1.  Amendments.

 

(a)         Article  II, Section 2.01, DEFINITIONS, is hereby amended by inserting the following definition:

 

““Non-Qualified Mortgage Loan” means a Mortgage Loan that is not a Qualified Mortgage Loan as determined by the Consumer Financial Protection Bureau.”

 

(b)          The Pricing Schedule, Schedule 3, is hereby amended by deleting the Pricing Schedule with the Effective Date of 3/19/14 and any previous pricing schedules in their entirety and inserting the attached Amended Pricing Schedule, Schedule 3, with the Effective Date of 6/27/14.

 

Section 2.   Waiver/No Default.

 

On the effective date of this Amendment, no Default or Event of Default shall have occurred and be continuing under the MR Agreement and each of the representations and warranties of Seller made in the MR Agreement shall be true and correct.

 

Section 3.   Limited Effect.

 

Except as expressly amended, waived and modified by this Amendment, the MR Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.  The execution of this Amendment by the Buyer shall not operate as a waiver of any of its rights, powers or privileges under the MR Agreement or any related document.

 

Section 4.   Counterparts.

 

This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.  Delivery of an executed counterpart signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart thereof.

 











 

Section 5.   GOVERNING LAW.

 

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ARIZONA.

 

	
SELLER
    	
 
    	
BUYER
    
	
 
    	
 
    	
 
    
	
IMPAC Mortgage Corp., a California   corporation
    	
 
    	
Western Alliance Bank, an Arizona   corporation
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
By:
    
	
              /s/   William Ashmore
    	
 
    	
              /s/   Albert Thuma
    
	
Name:
    	
William Ashmore
    	
 
    	
Name:
    	
Albert Thuma
    
	
Title:
    	
President 
    	
 
    	
Title:
    	
Vice President
    
	
Date:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
 
    	
 
    
	
SELLER
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
IMPAC Mortgage Corp., a California   corporation
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
              /s/   Todd Taylor
    	
 
    	
 
    
	
Name:
    	
Todd Taylor
    	
 
    	
 
    
	
Title:
    	
Secretary
    	
 
    	
 
    
	
Date:
    	
 
    	
 
    	
 
    


 











 

Schedule 3
 TO
 MASTER REPURCHASE AGREEMENT
 BETWEEN
  IMPAC Mortgage, Corp., a California corporation
 AND
  Western Alliance Bank, an Arizona corporation

 

PRICING SCHEDULE
 Effective Date 6/27/2014

 

1)             Transaction Fees.  With respect to this Agreement, the Seller shall pay to the Buyer each of the following amounts (“Transaction Fees”):

 

a)             Repurchase Facility Origination Fee:  $0.00

 

b)             Loan Purchase Fee: $50.00 for each Purchased Loan other than an Aged Loan.

 

c)              Non-Qualified Mortgage Loan Purchase Fee: $100.00 for each Purchased Non-Qualified Mortgage Loan.

 

d)             Aged Loan Purchase Fee: $100.00 for each Purchased Aged Loan.

 

e)              $50.00 a day will be assessed on any Purchased Loan with respect to which Buyer is not in receipt of the original Mortgage Note evidencing such Purchased Loan within five (5) Business Days of the Purchase Date.  This fee will be assessed daily until the original Mortgage Note evidencing such Purchased Loan is received by Buyer.

 

2)             Pricing Rates:  With respect to any Purchased Loan, the following Pricing Rates shall apply:

 

a)             Purchased Loans repurchased by Seller within 60 days of its Purchase Date:  Prime Rate plus 0.00%.   Purchased Loans that are Conforming Mortgage Loans repurchased by Seller within 75 days of its Purchase Date: Prime Rate plus 0.00%. Purchased Non-Qualified Mortgage Loans repurchased by Seller within 60 days of its Purchase Date:  Prime Rate plus 0.50%.

 

b)             Purchased Loans repurchased by Seller within 61-90 days of its Purchase Date:  Prime Rate plus 0.75%.  Purchased Loans that are Conforming Mortgage Loans repurchased by Seller within 76 - 90 days of its Purchase Date: Prime Rate plus 0.75%. Purchased Non-Qualified Mortgage Loans repurchased by Seller within 61 - 90 days of its Purchase Date:  Prime Rate plus 1.25%.

 

c)              Purchased Loans not repurchased by Seller within 91 days of its Purchase Date:  the lesser of (i) the Maximum Rate or (ii) Prime Rate plus 5.00%.   Purchased Loans that are Conforming Mortgage Loans repurchased by Seller within 91 days of its Purchase Date: the lesser of (i) the Maximum Rate or (ii) Prime Rate plus 5.00%. Purchased Non-Qualified Mortgage Loans repurchased by Seller within 91 days of its Purchase Date:  the lesser of (i) the Maximum Rate or (ii) Prime Rate plus 5.50%.

 

d)             Purchased Loans that are Eligible Mortgage Aged Loans not sold or purchased by Seller within 364 days of its Purchase Date:  the lesser of (i) the Maximum Rate or (ii) Prime Rate plus 1.75%, unless an Eligible Mortgage Aged Loan has not been sold or purchased by 365 days of its Purchase Date, the Pricing Rates for c) through d) above shall apply.

 











 

3)             Minimum Pricing Rates:  With respect to any Purchased Loan the following are the Minimum Pricing Rates:

 

a)             Purchased Loans repurchased by Seller within 60 days of its Purchase Date:  3.25%.  Purchased Loans that are Conforming Mortgage Loans repurchased by Seller within 75 days of its Purchase Date:  3.25%. Purchased Non-Qualified Mortgage Loans repurchased by Seller within 60 days of its Purchase Date:  3.75%.

 

b)             Purchased Loans repurchased by Seller within 61-90 days of its Purchase Date:  4.00%. Purchased Loans that are Conforming Mortgage Loans repurchased by Seller within 76- 90 days of its Purchase Date:  4.00%. Purchased Non-Qualified Mortgage Loans repurchased by Seller within 61 - 90 days of its Purchase Date:  4.50%.

 

c)              Purchased Loans, inclusive of Conforming Mortgage Loans, not repurchased by Seller within 91 days of its Purchase Date:  the lesser of (i) the Maximum Rate or (ii) 8.25%.  Purchased Non-Qualified Mortgage Loans repurchased by Seller within 91 days of its Purchase Date:  the lesser of (i) the Maximum Rate or (ii) 8.75%.

 

d)             Purchased Loans that are Eligible Mortgage Aged Loans not sold or purchased by Seller within 364 days of its Purchase Date:  the lesser of (i) the Maximum Rate or (ii) 5.00%, unless an Eligible Mortgage Aged Loan has not been sold or purchased by 365 days of its Purchase Date, the Pricing Rates or Minimum Pricing Rates for c) through d) above shall apply.

 











 

4)             Sublimits, Purchase Price Percentage, Repurchase Date for Eligible Mortgage Loans:

 

	
Eligible Mortgage
   Loans
    	
 
    	
Definition
    	
 
    	
Repurchase
   Facility
   Sublimit
    	
 
    	
Purchase
   Price
   Percentage
    	
 
    	
Repurchase Date
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Conforming   Mortgage Loans*
    	
 
    	
Conforming   mortgage loans are conventional one-to-four family residential, first lien   mortgages that fully conform to all underwriting and documentation   requirements of FNMA, FHLMC, or FHA/VA.
    	
 
    	
100% / 
   No Limit
    	
 
    	
98%
    	
 
    	
75 Days   from the applicable Purchase Date.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Conforming   Non-Owner Occupied
    	
 
    	
Conforming   mortgage loans on a property other than the mortgagor’s primary residence   that conforms to all underwriting and documentation requirements of FNMA and   FHLMC.
    	
 
    	
30%
    	
 
    	
98%
    	
 
    	
75   Days from the applicable Purchase Date.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Eligible   Jumbo & Super Jumbo
    	
 
    	
Non-Conforming   mortgage loans are standard mortgage loans secured by a one-to-four family   residential, first lien mortgage but have a loan balance greater than   $417,000; $625,500 in California.

 

An approved   investor commitment will be required before these loans are funded. The underlying   loan can be no greater than $2MM and must have a minimum FICO of 700.
    	
 
    	
30%
    	
 
    	
98%
    	
 
    	
60   Days from the applicable Purchase Date.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Non-Qualified   Mortgage Loans
    	
 
    	
Non-Qualified   Mortgage Loans are standard mortgage loans secured by a one-to-four family   residential, first lien mortgage that do not qualify as Qualified Mortgage   Loan as determined by the Consumer Financial Protection Bureau.

 

An approved   investor non-delegated commitment will be required before these loans are   funded. The underlying loan must have minimum FICO of 680 and LTV <   80%, or > 80% with full mortgage insurance coverage, with maximum   allowable DTI of 50%.
    	
 
    	
20%
    	
 
    	
95%
    	
 
    	
60 days from the   applicable Purchase Date.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FNMA / Freddie
   Mac HARP Loans
    	
 
    	
Maximum LTV on   underlying loan of 125% for FNMA Seller Servicer. Loans must be underwritten   by automated DU system or have approved investor commitment. Maximum DTI of   45%, Minimum FICO of 680. Primary and Second Homes only.
    	
 
    	
20%
    	
 
    	
98%
    	
 
    	
60 days from the   applicable Purchase Date.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FHA Loans / GNMA
   Securitization
    	
 
    	
Maximum LTV of   100% on underlying loan. Loans must be underwritten by automated Loan   Prospector system or have approved investor commitment.
    	
 
    	
100% / 
   No Limit
    	
 
    	
98%
    	
 
    	
60 days from the   applicable Purchase Date.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Aged Loans
    	
 
    	
Performing   Eligible Mortgage Loan without a current Take-Out Commitment. Requires   pre-approval of Buyer before Funding.
    	
 
    	
$2,000,000.00
    	
 
    	
80%
    	
 
    	
364 days from the   applicable Purchase Date.
    


 

	
 
    	
Borrowers Initial:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WAB Initial: