SECOND AMENDED AND RESTATED FINANCING AGREEMENT Dated as of ___, 2010 by and among IMPERIAL PFC FINANCING II, LLC, as Borrower, CEDAR LANE CAPITAL LLC (f/k/a, LoIC LLC), as Lender, and EBC ASSET MANAGEMENT, INC. as Administrative Agent and Collateral...Financing Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
This Agreement amends and restates that certain Financing Agreement, dated as of September 14, 2009, by and among the Borrower, the Lender, the Collateral Agent and the Administrative Agent, as previously amended and restated on December 2, 2009.
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • Florida
This Executive Employment and Severance Agreement (“Agreement”) is entered into as of September 29, 2010 between Jonathan Neuman, an individual residing in the State of Florida (the “Executive”) and Imperial Holdings, LLC (the “Company”).
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
SECOND AMENDMENT, dated as of July 23, 2009 (this “Amendment”), to the Financing Agreement, dated as of March 13, 2009, as amended by that certain First Amendment to Financing Agreement dated as of April 30, 2009, as amended, supplemented or otherwise modified from time to time (as so amended, the “Financing Agreement”), by and among Imperial Life Financing II, LLC, a Georgia limited liability company (the “Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), White Oak Global Advisors, LLC, a Delaware limited liability company (“White Oak”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and White Oak, as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
IMPERIAL HOLDINGS, INC. 2010 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services
You have been granted an option (the “Option”) to purchase shares of common stock (“Common Stock”) of Imperial Holdings, Inc., a Florida corporation (the “Company”), pursuant to the Imperial Holdings, Inc. 2010 Omnibus Incentive Plan (the “Plan”) and this Stock Option Award Agreement (the “Option Agreement”). Your Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Capitalized terms used but not defined in this Option Agreement shall have the same meaning as set forth in the Plan.
SERVICING AGREEMENT dated as of February 1, 2010 by and among SLATE CAPITAL LLC as the Purchaser, HAVERHILL RECEIVABLES, LLC as the Seller and WASHINGTON SQUARE FINANCIAL, LLC d/b/a IMPERIAL STRUCTURED SETTLEMENTS as the Servicer Certain portions...Servicing Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
This SERVICING AGREEMENT, dated as of February 1, 2010 (this “Agreement”), is entered into by and among SLATE CAPITAL LLC, a Delaware limited liability company (“Slate”), and any other affiliate of Slate that may become a party hereto from time to time with Haverhill’s (as defined below) and Imperial’s (as defined below) consent (such consent not to be unreasonably withheld or delayed), as purchaser (the “Purchaser”), HAVERHILL RECEIVABLES, LLC, a Georgia limited liability company, as seller (the “Seller”), and WASHINGTON SQUARE FINANCIAL, LLC d/b/a IMPERIAL STRUCTURED SETTLEMENTS, a Georgia limited liability company, as servicer (in such capacity, the “Servicer” or, in its individual capacity, “Imperial”).
Imperial Holdings LLC 701 Park of Commerce Boulevard, Suite 301 Boca Raton, FL 33487Lender Protection Insurance Policy Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
This letter agreement (including any exhibits hereto, this “Letter Agreement”) relates to (i) Lender Protection Insurance Policy (Policy No. 7113491), issued by Lexington Insurance Company (the “Insurer”) to Imperial PFC Financing II, LLC, a Georgia limited liability company (the “Insured”), effective as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Policy”), a copy of which is attached as Exhibit A hereto and (ii) Contingent Lender Protection Insurance Policy (Policy No. 92SRD102526), issued by National Fire & Marine Insurance Company (the “Contingent Insurer” and together with the Insurer, the “LPIC Insurers” and each an “LPIC Insurer”) to the Insured, effective as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Contingent Policy”), a copy of which is attached as Exhibit B hereto. Any capitalized term used in this Letter Agreement but not defined herein (including in Section 12 hereof) shall have
THIRD AMENDMENT AND CONSENT TO FINANCING AGREEMENTFinancing Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
THIRD AMENDMENT AND CONSENT, dated as of September 11, 2009 (this “Amendment”), to the Financing Agreement, dated as of March 13, 2009, as amended, supplemented or otherwise modified from time to time (as so amended, the “Financing Agreement”), by and among Imperial Life Financing II, LLC, a Georgia limited liability company (the “Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), White Oak Global Advisors, LLC, a Delaware limited liability company (“White Oak”), as collateral agent for the Lenders (as successor to CTL Holdings II, LLC in such capacity, the “Collateral Agent”), and White Oak Global Advisors, LLC, a Delaware limited liability company, as administrative agent for the Lenders (as successor to CTL Holdings II, LLC in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
FOURTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
FOURTH AMENDMENT, dated as of December 1, 2009 (this Amendment”), to the Financing Agreement, dated as of March 13, 2009, as amended, supplemented or otherwise modified from time to time (as so amended, the “Financing Agreement”), by and among Imperial Life Financing II, LLC, a Georgia limited liability company (the “Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), White Oak Global Advisors, LLC, a Delaware limited liability company (“White Oak”), as collateral agent for the Lenders (as successor to CTL Holdings II, LLC)(in such capacity, the “Collateral Agent”), and White Oak Global Advisors, LLC, a Delaware limited liability company, as administrative agent for the Lenders (as successor to CTL Holdings II, LLC)(in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
WIND DOWN AGREEMENTWind Down Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
This WIND DOWN AGREEMENT (this “Agreement”), dated September 30, 2010, is by and between SLATE CAPITAL LLC (the “Company”), and HAVERHILL RECEIVABLES, LLC (“Haverhill”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
June 10, 2009 VIA FEDEX AND FACSIMILE Sovereign Life Financing, LLC 701 Park of Commerce Boulevard, Suite 301 Boca Raton, FL 33487 Attention: Mr. Jonathan Neuman Facsimile: 561-995-4203 Imperial Finance, LLC 701 Park of Commerce Boulevard, Suite 301...Settlement Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services
Please See the enclosed Assignment, dated June 1, 2009, pursuant to which Acorn assigned all of its rights and obligations under the Settlement Agreement accruing on or after June 1, 2009 to Asset Based Resource Group, LLC (“ABRG”) and ABRG assumed all of Acorn’s rights and obligations thereto accruing on or after June 1,2009, which Assignment has been acknowledged and approved by the Majority Noteholders (as defined in the Settlement Agreement).
IMPERIAL SETTLEMENTS FINANCING 2010, LLC, as the Issuer, PORTFOLIO FINANCIAL SERVICING COMPANY, as the Initial Master Servicer, and WILMINGTON TRUST COMPANY, as the Trustee and the Collateral Trustee, MASTER TRUST INDENTURE Dated as of September 24, 2010Master Trust Indenture • October 1st, 2010 • Imperial Holdings, LLC • Finance services • Georgia
THIS MASTER TRUST INDENTURE, dated as of September 24, 2010, is by and among IMPERIAL SETTLEMENTS FINANCING 2010, LLC, a Georgia limited liability company, as the Issuer, PORTFOLIO FINANCIAL SERVICING COMPANY, a Delaware corporation, as the Initial Master Servicer, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as the Trustee and as the Collateral Trustee.
Imperial Holdings LLC 701 Park of Commerce Boulevard, Suite 301 Boca Raton, FL 33487Lender Protection Insurance Policy Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
This letter agreement (including any exhibits hereto, this “Letter Agreement”) relates to (i) Lender Protection Insurance Policy (Policy No. 7113486), issued by Lexington Insurance Company (the “Insurer”) to Imperial Life Financing II, LLC, a Georgia limited liability company (the “Insured”), effective as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Policy”), a copy of which is attached as Exhibit A hereto and (ii) Contingent Lender Protection Insurance Policy (Policy No. 92 SRD 102507), issued by National Fire & Marine Insurance Company (the “Contingent Insurer” and together with the Insurer, the “LPIC Insurers” and each an “LPIC Insurer”) to the Insured, effective as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Contingent Policy”), a copy of which is attached as Exhibit B hereto. Any capitalized term used in this Letter Agreement but not defined herein (including in Section 12 hereof) shall ha
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
FIRST AMENDMENT, dated as of April 30, 2009 (this “Amendment”), to the Financing Agreement, dated as of March 13, 2009, as amended, supplemented or otherwise modified from time to time (as so amended, the “Financing Agreement”), by and among Imperial Life Financing II, LLC, a Georgia limited liability company (the “Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), CTL Holdings II LLC, a Georgia limited liability company (“CTL”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and CTL Holdings II, LLC, a Georgia limited liability company, as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
NOTICE OF RESIGNATION AND APPOINTMENTNotice of Resignation and Appointment • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
This CERTIFICATE OF NOTICE OF RESIGNATION AND APPOINTMENT, dated as of April 30, 2009 (the “Notice of Resignation and Appointment”), is made by and among CTL Holdings II LLC, a Georgia limited liability company (“CTL”), White Oak Global Advisors, LLC, a Delaware limited liability company (“White Oak”) and the Lenders party to the Financing Agreement (as each term is defined below).
PURCHASE AGREEMENT dated as of February 1, 2010 by and between HAVERHILL RECEIVABLES, LLC as the Seller and SLATE CAPITAL LLC as the Purchaser Certain portions hereof have been omitted pursuant to a request for confidential treatment. In each case,...Purchase Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • Georgia
This PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2010, is made by and between Haverhill Receivables, LLC (“Haverhill”), a Georgia limited liability company, as seller (the “Seller”), and Slate Capital LLC, a Delaware limited liability company (“Slate”), and any other affiliate of Slate that may become a party hereto from time to time with Seller’s consent (such consent not to be unreasonably withheld or delayed), as purchaser (the “Purchaser”).
