IMPAC WAREHOUSE LENDING GROUP Toll Free 800/260.8616
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April 7, 2003
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, CFO
Geneva Mortgage Corporation
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Dear ▇▇▇▇▇:
This letter is being sent in connection with certain covenants and
provisions of the Master Purchase Agreement ("Master Agreement") between PMCC
Financial/PMCC Mortgage Corporation ("PMCC") (now known as Geneva Mortgage Corp.
("Geneva")) and Impac Warehouse Lending Group ("IWLG") dated February 28, 2000.
In accordance and as required by the Master Agreement:
(a) PMCC shall maintain a tangible net worth of no less than
$10,000,000. The term "tangible net worth" shall mean the excess of all of
the PMCC's assets (excluding any value for goodwill, trademarks, patents,
copyrights, organization expenses and other similar intangible items) over
all of its liabilities.
(b) PMCC shall provide to IWLG a complete and accurate quarterly
financial statement for each quarter ending, within 30 days from the end of
the reporting period. PMCC shall provide to IWLG a complete and accurate
audited fiscal-year-end financial statement including all notes,
attachments and referenced materials within 60 days from the end of the
reporting period.
Pursuant to the request of Geneva, IWLG agrees to defer the covenant
as described in paragraph (b) of this letter, whereas Geneva shall provide their
complete and accurate audited fiscal year-end financial statement financial
statement to IWLG not later than April 30, 2003. As to Geneva's request to waive
their minimum net worth covenant as described in paragraph (a), IWLG agrees to
waive by this letter the minimum net worth requirement of $10,000,000 only for
the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 and
throughtout the fiscal year ended December 31, 2002.
The above referenced agreement shall not be construed as a waiver, or
of IWLG relinquishing other requests, demands, or notices and is sent with the
reservation of all other warranties, conditions, requirements, rights and
remedies of the Master Agreement and any Agreement(s).
Very truly yours,
/s/ ▇▇▇ ▇▇▇▇▇▇▇
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Operations Manager
