FIRST
SUPPLEMENTAL INDENTURE




This
First Supplemental Indenture (this “First Supplemental
Indenture”) is executed as of July 14, 2009 by Impac Mortgage Holdings,
Inc., a Maryland corporation (the “Company”), and
Wilmington Trust Company, as Trustee (in such capacity, the “Trustee”).  Capitalized
terms used herein and not defined shall have the meanings given to them in the
Indenture (as defined below).




RECITALS




WHEREAS,
the Company and the Trustee have heretofore executed and delivered an indenture
(the “Indenture”), dated as
of October 18, 2005;




WHEREAS,
the parties hereto desire to amend the Indenture to terminate the Company’s
right to defer interest payments on the Debt Securities pursuant to Section 2.11
therein;




WHEREAS,
Section 9.01(d) of the Indenture permits, without the consent of the
Securityholders, the Company and the Trustee to enter into supplemental
indentures to make any change that does not adversely affect the rights of any
Securityholder in any material respect; and




WHEREAS,  pursuant
to Section 9.01 of the Indenture, each of the Company and the Trustee wish to
hereby consent to the execution of this supplemental indenture.




NOW
THEREFORE, this First Supplemental Indenture Witnessesth:




For and
in consideration of the foregoing, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities as
follows:




1.           Deletion of Section 2.11 of
the Indenture.  Section 2.11 of the Indenture is hereby deleted
in its entirety.




2.           Amendment of Section 3.08 of
the Indenture.  Section 3.08 of the Indenture is hereby deleted
in its entirety and replaced with the following:




“If Debt
Securities are initially issued to the Trust or a trustee of such Trust in
connection with the issuance of Trust Securities by the Trust (regardless of
whether Debt Securities continue to be held by such Trust) and (i) there
shall have occurred and be continuing an Event of Default, or (ii) the
Company shall be in default with respect to its payment of any obligations, then
the Company may not (A) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the Company’s capital stock or (B) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari
passu inall respects with or
junior in interest to the Debt Securities (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company (I)
in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, (II) in connection with a dividend reinvestment or
stockholder stock purchase plan or (III) in connection with the issuance of
capital stock of the Company (or securities convertible into or exercisable for
such capital stock), as consideration in an acquisition transaction entered into
prior to the occurrence of (i) or (ii) above, (b) as a result of any exchange or
conversion of any class or series of the Company’s capital stock (or any capital
stock of a subsidiary of the Company) for any class or series of the Company’s
capital stock or of any class or series of the Company’s indebtedness for any
class or series of the Company’s capital stock, (c) the purchase of fractional
interests in shares of the Company’s capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any
stockholder’s rights plan, or the issuance of rights, stock or other property
under any stockholder’s rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to
such stock).




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3.           Deletion of “Deferred
Interest” and Extension Period from Indenture.  Section 1.01 of
the Indenture is hereby amended to delete the definitions “Deferred Interest”
and “Extension Period”, and all references to, and uses of, the terms “Deferred
Interest” and “Extension Period” in Sections 2.08, 3.01(c) and (d), 3.06, 5.01,
and 5.02, as applicable, and any other section that uses such terms but is not
specifically identified herein.




4.           Consent.  Pursuant
to Section 9.01 of the Indenture, each of the Company and the Trustee hereby
consents to the execution of this First Supplemental Indenture.




5.           Effect of this First
Supplemental Indenture.  Upon the execution of this First
Supplemental Indenture pursuant to the provisions of Article IX of the
Indenture, the Indenture shall be and be deemed to be modified and amended in
accordance herewith and the respective rights, limitations of rights,
obligations, duties and immunities under the Indenture of the Trustee, the
Company and the holders of Debt Securities shall thereafter be determined,
exercised and enforced thereunder subject in all respects to such modifications
and amendments and all the terms and conditions of this Supplemental Indenture
shall be and be deemed to be part of the terms and provisions of the Indenture
for any and all purposes.




6.           Miscellaneous.  This
instrument may be executed in any number of facsimile counterparts, each of
which shall be an original, but which together constitute one and the same
instrument.  This instrument may be executed and delivered by
facsimile.




[SIGNATURE
PAGE TO FOLLOW]




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IN WITNESS WHEREOF, the parties hereto
have caused this First Supplemental Indenture to be duly executed, all as of the
date first above written.




IMPAC
      MORTGAGE HOLDINGS, INC.By:
              /s/
      Ronald M. MorrisonName:
      Ronald M. MorrisonTitle:
      Executive Vice President
   Wilmington
      Trust Company,As
      TrusteeBy:
              /s/ Michael
      G. Oller, Jr.Name:Michael
      G. Oller, Jr.Title:
      Assistant Vice President




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