EXHIBIT 10.11.4
CONFIRMATION TERMS OF TRANSACTIONS
(CERTIFICATE OF SELLER)
Impac Warehouse Lending Group
0000 Xxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Gentlemen:
Reference is made to the Master Repurchase Agreement (the
"Master Repurchase Agreement") dated as of JULY 6, 2001, between Impac Warehouse
Lending Group, Inc. (the "Buyer") HOMEGOLD, INC. (the "Seller"). Capitalized
terms used but not defined herein shall have the respective meanings given to
such terms in the Master Repurchase Agreement. The Buyer and the Seller hereby
confirm the Buyer's purchase from the Seller from time to time under the Master
Repurchase Agreement of Purchased Securities consisting of whole mortgage loans
to be listed on Mortgage Loan Schedules which will be transmitted from Seller to
Buyer agrees to provide to Buyer a Mortgage Loan Schedule in the form of
"Exhibit A" hereto which must be approved by Buyer before each transaction is
completed. Upon the submission of a Mortgage Loan Schedule, Xxxxxx agrees that
the sale of the mortgage loans listed thereon shall be under the terms and
conditions of the Master Repurchase Agreement and all modifications and
addendums thereto.
As to each Mortgage Loan listed on the Mortgage Loan Schedules
submitted hereafter, the following pricing, terms and conditions shall apply:
AN AGGREGATE WAREHOUSE CREDIT LINE OF US $25,000,000
Purchase Price of 100%
equal to 98% of par, or unless takeout by
Impac Funding Corporation
then 100% of Par, or unless Second Mortgage,
then 96% of Par.
Transaction Fee: $450.00
To be paid by Seller within 30 days to Buyer.
Repurchase Date: On demand on the terms set forth in
Subparagraph 3(c) of the Master Repurchase Agreement and Conditional
Approval Letter ("Approval Letter")
Pricing Rate: A per annum rate equal to the sum of (i)
the rate per annum publicly announced by Wall Street Journal as its "Prime Rate"
as such rate shall change from time to time, plus (ii) 175 BASIS POINTS.
Upon the occurrence of an Event of Default of the Seller, or any breach of the
Approval Letter, the number of basis points in (ii) shall be increased to 300 ON
ALL LOANS EXCEEDING 45 DAYS AGED AND 500 ON ALL LOANS EXCEEDING 60 DAYS AGED.
IN ADDITION, A LOAN DEFAULT FEE SHALL BE CHARGED ON EACH LOAN IN THE EVENT OF
DEFAULT THAT SHALL NOT BE LESS THAN TWO TIMES THE TRANSACTION FEE SET AS FORTH
ABOVE. The Pricing rate shall be calculated on the basis of a 360-day year for
the actual number of days elapsed.
Buyer's Margin Amount Percentage: see above
Seller Account Deposit: $5,000.00
IN CONSIDERATION OF BUYER'S AGREEMENT TO EXECUTE THE
MASTER PURCHASE AGREEMENT, SELLER HEREBY AGREES TO PROVIDE BUYER WITH AN
(AGGREGATE) IRREVOCABLE COMMITMENT FEE OF US$2,500,000 (TWO MILLION FIVE HUNDRED
THOUSAND DOLLARS).
For auditing or other purposes of the Buyer, the Seller
may receive a computer-generated trade confirmation with respect to each
Transaction that does not provide for countersignature thereof by the Seller.
It is understood and agreed that such confirmation shall be null and void and
of no force and effect with respect to this Transaction.
Pursuant to the sale of the mortgage loans set forth on
each Mortgage Loan Schedule (the "Mortgage Loans") by the Seller to Impac
Warehouse Lending Group, Inc. ("Impac") pursuant to the Master Repurchase
Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to Buyer all of its right (including the power to convey title thereto),
title and interest in and to each Mortgage Loan, including, without limitation,
those mortgage loans to be listed on the Mortgage Loan Schedules submitted
hereafter.
Kindly acknowledge your agreement to the foregoing by
signing and returning the enclosed extra copy of this letter.
HOMEGOLD, INC.
Sincerely,
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Executive Vice President
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Date: As of March 28, 2002
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Acknowledged and Agreed to:
IMPAC WAREHOUSE LENDING GROUP, INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
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Title: EVP
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Date: As of March 28, 2002
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