EXECUTION VERSION
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement") is made
and entered into this 15th day of July, 2016, by and among RED FALCON TRUST, a
Delaware statutory trust (the "Borrower"), IMPERIAL FINANCE AND TRADING, LLC, a
Florida limited liability company, as guarantor (in such capacity, the
"Guarantor"), BLUE HERON DESIGNATED ACTIVITY COMPANY, a designated activity
company limited by shares and duly incorporated in Ireland, as Portfolio
Administrator (in such capacity, "the Portfolio Administrator"), CLMG CORP., a
Texas corporation, as Administrative Agent (in such capacity, the
"Administrative Agent"), and LNV CORPORATION, a Nevada corporation, as Lender
(in such capacity, the "Lender").
WITNESSETH:
A.
The Borrower, the Guarantor, the Portfolio Administrator, the
Administrative Agent and the Lender are parties to that certain Loan and
Security Agreement, dated as of July 16, 2015 (the "Loan Agreement").
Capitalized words and terms used herein, but not defined herein, have the
meanings set forth in the Loan Agreement.
B.
The Borrower, the Guarantor and the Portfolio Administrator have requested
that the Administrative Agent and the Lender agree to amend certain provisions
of the Loan Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the premises, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of all of which are hereby acknowledged and confessed by
each of the parties hereto, the parties hereto hereby agree as follows:
1.
Schedule 8.1(w) to the Loan Agreement is replaced in its entirety by Schedule
8.1(w) to this Agreement.
2.
Eligibility Criteria Clause (g) Schedule to the Loan Agreement is hereby
replaced in its entirety by Eligibility Criteria Clause (g) Schedule to this
Agreement.
3.
Eligibility Criteria Clause (i) Schedule to the Loan Agreement is hereby
replaced in its entirety by Eligibility Criteria Clause (i) Schedule to this
Agreement.
4.
Eligibility Criteria Clause (m) Schedule to the Loan Agreement is hereby
replaced in its entirety by Eligibility Criteria Clause (m) Schedule to this
Agreement.
DOC ID - 24388782.9
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5.
The Borrower has previously requested and hereby agrees that proceeds of the
Additional Policy Advance, to be made on the date hereof, shall be deposited
into the Borrower Account. As provided in Section 5.1(c) of the Loan Agreement,
the Borrower shall be entitled to withdraw such proceeds from the Borrower
Account for any purpose permitted by the Loan Agreement.
6.
AS A MATERIAL INDUCEMENT TO THE LENDER AND THE ADMINISTRATIVE AGENT TO ENTER
INTO THIS AGREEMENT, THE BORROWER, THE GUARANTOR AND THE PORTFOLIO
ADMINISTRATOR, EACH ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, LEGAL
REPRESENTATIVES AND CONSTITUENTS (WHETHER OR NOT A PARTY HERETO) (BORROWER, THE
GUARANTOR, THE PORTFOLIO ADMINISTRATOR AND SUCH SUCCESSORS, ASSIGNS, LEGAL
REPRESENTATIVES AND CONSTITUENTS BEING REFERRED TO HEREIN COLLECTIVELY AND
INDIVIDUALLY, AS "OBLIGORS, ET AL."), HEREBY FULLY, FINALLY AND COMPLETELY