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SENIOR SECURED LOAN AGREEMENT DATED SEPTEMBER 11, 2007

Loan Agreement

SENIOR SECURED LOAN AGREEMENT DATED SEPTEMBER 11, 2007 | Document Parties: ORIGEN FINANCIAL INC | Origen Financial LLC | Origen Financial, Inc | Origen Servicing, Inc You are currently viewing:
This Loan Agreement involves

ORIGEN FINANCIAL INC | Origen Financial LLC | Origen Financial, Inc | Origen Servicing, Inc

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Title: SENIOR SECURED LOAN AGREEMENT DATED SEPTEMBER 11, 2007
Governing Law: Michigan     Date: 9/17/2007

SENIOR SECURED LOAN AGREEMENT DATED SEPTEMBER 11, 2007, Parties: origen financial inc , origen financial llc , origen financial  inc , origen servicing  inc
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EXHIBIT 10.1
SENIOR SECURED LOAN AGREEMENT
     THIS SENIOR SECURED LOAN AGREEMENT (“ Loan Agreement ”) dated as of September 11, 2007, sets forth the terms of a financing transaction by and between Origen Financial L.L.C., a Delaware limited liability company (“ Borrower ”), and the William M. Davidson Trust u/a/d December 13, 2004 (“ Lender ”), and certain agreements between the parties related thereto, all as set forth herein.
     In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
     1.  Bridge Loan . Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents (as hereinafter defined), Lender hereby agrees to lend to Borrower, and Borrower agrees to borrow from Lender, (i) a senior secured non-convertible bridge loan in the principal amount of Ten Million and 00/100 Dollars ($10,000,000) (the “ Term A Bridge Loan ”) and (ii) a senior secured convertible bridge loan in the principal amount of Five Million and 00/100 Dollars ($5,000,000) (the “ Term B Bridge Loan ”, and together with the Term A Bridge Loan, the “ Bridge Loan ”). The proceeds of the Bridge Loan shall be advanced in a single aggregate advance of Fifteen Million and 00/100 Dollars ($15,000,000) at the Closing, as hereinafter defined.
     2.  Promissory Notes . The Term A Bridge Loan shall be evidenced by a promissory note (the “ Term A Bridge Loan Note ”) in the principal amount of $10,000,000, duly executed by Borrower and payable to the order of Lender. The Term B Bridge Loan shall be evidenced by a promissory note (the “ Term B Bridge Loan Note ”) in the principal amount of $5,000,000, duly executed by Borrower and Issuer (as defined below) and payable to the order of Lender. The Term A Bridge Loan Note and the Term B Bridge Loan Note together are referred to herein as the “ Notes ”, and are referred to individually as a “ Note ”. Interest on the outstanding principal balance of the Notes shall accrue at the rate set forth therein. Payment of principal of and interest on each Note shall be due and payable at the times, and in accordance with the terms and conditions, set forth in such Note and in this Loan Agreement. The Notes shall mature and be finally due and payable in full on the Maturity Date (as defined in each Note). Lender shall have the right to convert the outstanding principal balance of the Term B Bridge Loan Note into shares of common stock, $0.01 par value per share (“ Common Stock ”), of Origen Financial, Inc., Borrower’s sole member (“ Issuer ”), all as provided in the Term B Bridge Loan Note.
     3.  Collateral . As collateral security for the indebtedness evidenced by the Notes, Borrower shall execute and deliver (and shall cause Origen Servicing, Inc. (“ OSI ”) to execute and deliver) to Lender concurrently with the funding of the Bridge Loan, a security agreement acceptable to Lender (the “ Security Agreement ”) pursuant to which Borrower and OSI shall pledge and grant a security interest in the Collateral (as defined therein) to Lender as security for the Indebtedness (as defined therein), including Borrower’s indebtedness to Lender under the Notes. This Loan Agreement, the Notes, the Security Agreement and all other instruments and

 


 
documents evidencing, securing, governing, guaranteeing and/or pertaining to the Bridge Loan are referred to collectively herein as the “ Loan Documents .”
     4.  Closing . The closing of the transactions contemplated by this Loan Agreement, including the funding of the Bridge Loan (the “ Closing ”), shall take place at 10:00 a.m., Eastern time, on September 12, 2007 (the “ Closing Date ”), at such place as the parties may agree. At the Closing the parties shall, respectively, make or cause to be made the following simultaneous deliveries:
     (a) Borrower shall deliver or cause to be delivered to Lender:
     (i) the Term A Bridge Loan Note, duly executed on behalf of Borrower;
     (ii) the Term B Bridge Loan Note, duly executed on behalf of Borrower and Issuer;
     (iii) the Security Agreement, duly executed on behalf of Borrower and OSI;
     (iv) an immediately exercisable five-year warrant, pursuant to which Issuer will grant to Lender the right to purchase 500,000 shares of Common Stock at an exercise price of $6.16 per share, subject to proportional adjustment for stock splits, stock dividends and recapitalizations (the “ Warrant ”);
     (v) a registration rights agreement, of even date herewith, duly executed on behalf of Issuer, granting Lender certain registration rights in respect of the shares of Common Stock issued upon exercise of the Warrant and conversion of the Term B Bridge Loan Note (the “ Registration Rights Agreement ”);
     (vi) with respect to Borrower, copies of (A) its organizational documents, certified by its secretary (or equivalent) as being true and correct as of the Closing, (B) certificates of appropriate governmental officials as to its good standing, (C) an incumbency certificate for all its officers who will be authorized to execute any of the Loan Documents on behalf of Borrower, and (D) copies of resolutions (or equivalent) adopted by Borrower approving the Loan Documents and the transactions contemplated by this Loan Agreement, certified by its secretary (or equivalent) as being true and correct as of the Closing;
     (vii) any additional instruments or documents that Lender may reasonably request.
          (b) Lender shall deliver to Borrower:
     (i) the Bridge Loan proceeds by wire transfer of immediately available funds to an account designated by Borrower;

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     (ii) the Security Agreement, duly executed on behalf of Lender, as the secured party;
     (iii) the Registration Rights Agreement, duly executed on behalf of Lender;
     (iv) the Warrant, duly executed on behalf of Lender; and
     (v) the Term B Bridge Loan Note, duly executed on behalf of Lender.
     5.  Representations and Warranties of Borrower . Borrower hereby represents and warrants to Lender as follows:
     (a) Organization and Qualification . Borrower is duly organized and validly existing under the laws of the State of Delaware. Borrower has all requisite power and authority to carry on its business as currently conducted, other than such failures that would not reasonably be expected to have a material adverse effect on Borrower’s business, properties or financial condition (a “ Material Adverse Effect ”). Borrower is duly qualified to transact business in each jurisdiction, if any, in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.
     (b) Authorization . As of the Closing, all action on the part of Borrower and its existing members or managers, Issuer and its board of directors, and OSI and its board of directors, as applicable, necessary for the authorization, execution and delivery of this Loan Agreement, the Notes and the Security Agreement and the performance of all obligations of Borrower hereunder and under the Notes and the Security Agreement shall have been taken, and this Loan Agreement, the Notes and the Security Agreement, assuming due execution and delivery by the parties hereto and thereto, will constitute valid and legally binding obligations of Borrower, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.
     (c) Financial Condition . Borrower has delivered to Lender Issuer’s Form 10-Q for the quarter ended June 30, 2007 (the “ Financial Statements ”). The Financial Statements are complete and accurate in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except for matters that are not material either individually or in the aggregate and except that such Financial Statements do not contain footnotes required by generally accepted accounting principles and are subject to audit adjustments. The Financial Statements fairly present the financial condition and operating results of Issuer, as of the dates and for the periods indicated therein, subject to normal year-end audit adjustments. Except as disclosed in the Financial Statements, Borrower is not a guarantor or indemnitor of any other person, firm or corporation. Borrower and Issuer maintain and will continue to maintain a system of accounting and

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internal controls sufficient to meet the requirements of financial reporting in accordance with generally accepted accounting principles.
     (d) Governmental Consents . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Borrower or Issuer is required in connection with the execution of this Loan Agreement or the Notes, except for those that shall have been obtained or made in accordance with the requirements of the applicable authority.
     (e) Litigation . There are no actions, suits, proceedings or investigations pending or, to the best of Borrower’s knowledge, threatened in writing before any court, administrative agency or other governmental body against Borrower which, if reasonably determined adversely to Borrower and/or Issuer, would reasonably be expected to have a Material Adverse Effect. Borrower is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would reasonably be expected to have a Material Adverse Effect.
     (f) Intellectual Property . Borrower has sufficient title to and ownership of, or other rights to use, all copyrights, proprietary rights, trademarks, service marks and trade names necessary for its business as now conducted, except where the failure to have the same would not reasonably be expected to have a Material Adverse Effect. Borrower has not received any written or oral communications alleging that Borrower has violated or, by conducting its business as proposed, would violate any of the trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, except for such violations as would not reasonably be expected to have a Material Adverse Effect.
     (g) Compliance . Borrower and Issuer are in material compliance with all applicable United States, state and foreign statutes, laws, regulations and executive orders, and other United States, state and foreign governmental bodies and agencies having jurisdiction over its business or properties, including without limitation, environmental and occupational health and safety laws, and Borrower has not received notice of any violation of such statutes, laws, regulations or orders which has not been remedied prior to the date hereof, and is not aware of any acts that could cause such notice or claim, and, to the best of its knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. Borrower is not in violation of or in default under any provision of its articles or certificate of formation or regulations, operating agreement, or other organizational documents, as in effect immediately prior to the Closing. Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation having or relating to an aggregate principal amount (or, in the case of any lease or contract, an aggregate payment amount) in excess of $10,000 (either individually or in the aggregate). The execution, delivery and performance of and compliance with this Loan Agreement, the Notes and the Security Agreement will not result in any such violation, be in conflict with or constitute,

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with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision (other than any consents or waivers that have been obtained), or result in the creation of any lien, encumbrance or charge upon any of the properties or assets of Borrower pursuant to any such provision (other than the security interest and lien created by the Security Agreement or otherwise under any of the Loan Documents).
     (h) Permits . Borrower has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would reasonably be expected to have a Material Adverse Effect. Borrower is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.
     (i) Title to Property and Assets . Borrower has good and defensible title to the Collateral owned by Borrower and OSI has good and defensible title to the Collateral owned by OSI (as Collateral is defined and described in the Security Agreement), free and clear of all liens, charges and encumbrances, except for liens for current taxes and assessments not yet due and possible minor liens and encumbrances that do not, in any case, materially detract from the value of the property subject thereto or materially impair the operations of Borrower, except for the liens granted pursuant to that certain credit agreement by and between Borrower and JPMorgan Chase Bank, N.A., as successor to Bank One, NA, dated July 25, 2002, as amended (the “ Credit Agreement ”), which liens will be released at the Closing. With respect to any material property and assets it leases, Borrower is in material compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of all liens, charges or encumbrances, except for such liens, charges or encumbrances that would not materially impair the operations of Borrower.
     (j) Debt . Except for the Bridge Loan and as contemplated under the Credit Agreement and that certain agreement with Citigroup Global Markets Realty Corporation entered into in March 2003, providing for a short-term securitization facilit

 
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