Exhibit
10.1
OMNIBUS AMENDMENT NO.
2
TO
LOAN, SECURITY AND SERVICING
AGREEMENT
AND
FEE AGREEMENT
THIS AMENDMENT (the “ Amendment
”) is entered into effective as of September 30, 2009, by and
among, Ministry Partners Funding, LLC (the “ Borrower
”), Fairway Finance Company, LLC (the “ Lender
”), Evangelical Christian Credit Union (the “
Servicer ”), BMO Capital Markets Corp. (the “
Agent ”), U.S. Bank National Association, and Lyon
Financial Services, Inc. (d/b/a U.S. Bank Portfolio
Services).
WITNESSETH
WHEREAS, the parties hereto previously entered
into that certain Loan, Security and Servicing Agreement, dated as
of October 30, 2007, as heretofore amended (the “ Original
Loan Agreement ”, the Original Loan Agreement, as amended
by this Amendment are herein collectively called the “
Loan Agreement ”);
WHEREAS, in connection with the Original Loan
Agreement, the Borrower, the Servicer and the Agent entered into
that certain Fee Agreement, dated as of October 30, 2007, as
heretofore amended (the “ Original Fee Agreement
”, the Original Fee Agreement, as amended by this Amendment
are herein collectively called the “ Fee Agreement
”);
WHEREAS, the Facility Termination Date occurred
on October 31, 2008 and as a result thereof, the Lenders’
obligations to make Loans under the Loan Agreement have terminated
and the outstanding Loans are amortizing in accordance with the
terms of the Loan Agreement;
WHEREAS, the parties hereto have agreed to amend
the Original Loan Agreement and the Original Fee Agreement on the
terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises
and mutual agreement contained herein, the adequacy and sufficiency
of which are hereby acknowledged, the parties hereby agree as
follows:
Section 1. Defined Terms
.
For purposes of this Amendment, unless the
context clearly requires otherwise, all capitalized terms which are
used but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Loan Agreement.
Section 2. Amendment to Loan
Agreement .
(a) Clause
‘ sixth ’ of Section 1.4(e) of the
Original Loan Agreement is hereby amended in its entirety to read
as follows:
“ sixth , to the Agent, in payment
of the sum of (i) the accrued and unpaid Interest on the
outstanding Loans, plus (ii) the accrued and unpaid
Non-Usage Fee, plus (iii) any losses or expenses incurred by
the Agent or the Lender as a result of any payment or prepayment of
all or any portion of the Loan (including, without limitations, as
a result of clause (e) seventh below, plus
(iv) all reasonable costs, fees and expenses that Agent pays or
incurs in connection with the negotiation, preparation,
administration, enforcement, perfection, amendment and termination
of this Agreement or any of the other Transaction Documents
(including, without limitation, the reasonable fees and expenses of
counsel to Agent actually incurred in connection therewith) (each,
as confirmed by the Agent);”
(b)
Subsections (i), (ii) and (iii) to the definition of
“Concentration Limits” set forth in Exhibit I of
the Original Loan Agreement are hereby amended in their entirety to
read as follows:
“(i) The aggregate Outstanding
Principal Balance of all Eligible Mortgage Loan