Exhibit 10.15
[IFC Letterhead]
December 22, 2004
Elena Delgado
26 Maplewood Drive
Danville, CA 94506
Re:
Redemption and Loan Repayment Agreement
Dear Elena:
This letter sets
forth the agreement (“Agreement”) among Irwin Financial
Corporation (“Irwin Financial”), Irwin Home Equity
Corporation (“IHE”) and you (the
“Shareholder”) with respect to the redemption of 1.36
of your shares of common stock (“Shares”) of IHE in
connection with the repayment of your loan from Irwin Financial in
the amount of $1.025 million, which will mature on
January 29, 2005, together with accrued interest thereon (the
“Shareholder Indebtedness”). Terms used but not
otherwise defined herein have the meanings ascribed to them in that
certain Shareholder Agreement dated October 8, 1996, as
amended and restated (the “Shareholder Agreement”), by
and among IHE, Irwin Financial and the Shareholder.
In
consideration of the mutual promises contained herein and in the
Shareholder Agreement and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Deemed
Call Exercise . The parties hereby agree that the execution and
delivery of this Agreement shall constitute the delivery of a Call
Notice delivered by IHE and received by the Shareholder with
respect to the Shares pursuant to Section 2.01 of the
Shareholder Agreement, and the parties hereby waive compliance with
any provisions of the Shareholder Agreement that are inconsistent
with such method of delivery of the Call Notice. The date of this
Agreement shall be the Effective Date for purposes of the exercise
of the Call by IHE.
2.
Valuation . Subject to the terms and conditions of this
Agreement, the provisions of the Shareholder Agreement shall govern
the purchase and sale of the Shares, including the valuation of
such Shares pursuant to Article II of the Shareholder
Agreement. The parties acknowledge that IHE has, at the direction
of its Board of Directors, engaged the Griffing Group as an
independent appraiser to conduct, in accordance with past practice,
an appraisal of the Home Equity Business Segment as of
September 30, 2004, upon which the Board’s initial
determination of Fair Market Value of the Shares shall be
based.
3. Call
Closings . In accordance with Section 2.03 of the
Shareholder Agreement, the parties hereby agree that the purchase
and sale of the Shares shall be structured as an
installment sale, to take place
at two separate Call Closings to be held on December 31, 2004
(the “First Call Closing”) and January 28,
2005(the “Second Call Closing” and, together with the
First Call Closing, the “Call Closings”). At such Call
Closings, IHE shall purchase, and the Shareholder shall sell, 0.362
of a Share (“first tranche”) and 0.998 of a Share
(“second tranche”), respectively, and IHE shall pay to
the Shareholder 26.62% and 73.38%, respectively, of the Aggregate
Cash Payment required under the Related Agreement in connection
with the purchase and sale of the 1.36 Shares at the Call Closings
(it being understood that the Aggregate Cash Payment in respect of
the remaining 3.64 shares of Common Stock shall be deferred until
such time(s) as Shareholder receives proceeds from the sale of such
remaining shares pursuant to that certain Deferred Compensation
Agreement among the parties dated the date hereof (the
“Deferred Compensation Agreement”)).
4.
Preliminary Repurchase Price . Notwithstanding anything
herein or in the Shareholder Agreement to the contrary, the
Repurchase Price for the Shares to be purchased and sold at both
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