Exhibit 10(i).7
MORAMERICA CAPITAL CORPORATION
August 30, 2007
Xx. Xxxx X. Xxxxxxx
Senior Vice President
Cedar Rapids Bank & Trust
000 0xx Xxxxxx XX
Xxxxx Xxxxxx, XX 00000
Dear Xxxx:
This letter will confirm our agreement with respect to our commitment to
use our best efforts to obtain any and all consents and waivers by the required
parties in order to allow MorAmerica Capital Corporation ("MorAmerica") to
validly pledge and grant to Cedar Rapids Bank & Trust ("Bank") a security
interest in the securities or instruments identified on Schedule 2 attached.
Each of the securities and instruments listed on Schedule 2 are subject to some
form of restriction on the transferability or pledge or hypothecation of those
instruments.
The original loan commitment from Bank to MorAmerica required MorAmerica to
pledge all of its interests in its portfolio of instruments and securities as
collateral to Bank. Upon due diligence review, it became clear that certain of
the instruments and securities were subject to restriction on the transfer of
those shares. Bank has agreed to close the loan with MorAmerica without the
pledge of or security interest in the instruments and securities listed on
Schedule 2, provided that MorAmerica agree to use its best effort to obtain the
necessary consents and waiver to a pledge or security interest by the required
parties.
Until MorAmerica has obtained such consents and waivers as may be necessary
to enable the pledge of at least 80% of the total value of the instruments and
securities listed on Exhibit A, MorAmerica and InvestAmerica agree that neither
will seek release from escrow of the approximately $490,000 of previously earned
incentive payments owed to InvestAmerica Investment Advisors, Inc.,
("InvestAmerica"), and MorAmerica shall make any future incentive payments
earned by InvestAmerica into the escrow. MorAmerica may continue to make
management fees payments directly to InvestAmerica. When MorAmerica has notified
Bank in writing (with reasonable supporting documentation if requested by Bank)
that MorAmerica has been able to obtain consents and waivers on enough of the
instruments and securities listed on Exhibit A so that the total value of all of
the instruments and securities validly pledged to Bank or in which Bank has a
security interest is at least 80% of the value of the entire
portfolio value per MorAmerica's quarterly valuation report previously delivered
to Bank (as adjusted for payments received through closing), incentive fees may
then be paid in accordance with applicable documents and the restrictions of
this paragraph shall terminate.
If MorAmerica is unable to obtain consents and waivers on enough of the
instruments and securities listed on Exhibit A so that the total value of all
instruments and securities validly pledged to Bank or in which Bank has a
security interest is at least 80% of the value of the entire portfolio value per
MorAmerica's quarterly valuation report previously delivered to Bank (as
adjusted for payments received through closing), then on November 30, 2007,
MorAmerica agrees that the interest rate on all loans from Bank to MorAmerica
shall automatically increase to Prime plus 1% and shall stay at that floating
rate until this condition is met.
Sincerely,
/s/ Xxxxx X. Xxxxxxxx
Xxxxx Xxxxxxxx
President
