EX1A-6 MAT CTRCT.5 3 iron_ex65.htm SECOND AMENDMENT TO LOAN DOCUMENTS iron_ex65.htm

EXHIBIT 6.5

 

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS (this “Agreement”) is entered into as of June 1, 2026 (the “Effective Date”), by and between IRON BRIDGE MORTGAGE FUND, LLC, an Oregon limited liability company (“Borrower”), on the one hand, and COLUMBIA BANK, an Oregon state-chartered bank (as successor-in-interest to Umpqua Bank) (“Lender”), on the other hand.

 

RECITALS

 

1. Lender heretofore extended to Borrower a revolving line of credit in the original maximum principal amount of Eighty Million and No/100 Dollars ($80,000,000.00) (the “Loan” or “Revolving Line of Credit”), which Revolving Line of Credit is evidenced by, without limitation, that certain Amended and Restated Promissory Note dated as of July 31, 2025, executed by Borrower in favor of Lender (together with any and all amendments thereto or modifications thereof, the “Note”), which Note amended and restated in its entirety that certain Promissory Note dated as of May 7, 2021, executed by Borrower in favor of Lender.

 

2. In connection with the Loan, Borrower also executed and delivered to and in favor of Lender that certain Amended and Restated Business Loan and Security Agreement (Revolving Line of Credit) dated July 31, 2025 (together with any sand all amendments thereto or modifications thereof, the “Loan Agreement”), pursuant to which, among other things, Borrower granted to Lender a security interest in the Collateral (as defined in the Loan Agreement) to secure Borrower’s obligations to Lender in connection with the Loan, and which Loan Agreement amended and restated in its entirety that certain Business Loan and Security Agreement (Revolving Line of Credit) dated May 7, 2021, executed by and between Borrower and Lender.

 

3. In connection with the Loan, Borrower also executed and delivered to and in favor of Lender that certain Amended and Restated Pledge and Security Agreement (IB Sub Loan) dated July 31, 2025 (together with any and all amendments thereto or modifications thereof, the “Pledge Agreement”), pursuant to which, among other things, Borrower granted to Lender a security interest in the Pledged Property (as defined in the Pledge Agreement) to secure Borrower’s obligations in connection with the Loan, and which Pledge Agreement amended and restated in its entirety that certain Pledge and Security Agreement (IB Sub Loan) dated March 3, 2025, executed by Borrower in favor of Lender.

 

4. Borrower and Lender entered into that certain First Amendment to Amended and Restated Loan Documents dated as of February 25, 2026 (“First Amendment”), whereby, among other things, modify certain eligibility and appraisal requirements of the Collateral Loans, as more particularly described therein.

 

5. Lender perfected its interest in and to the Collateral by causing to be filed a UCC-1 financing statement with the Oregon Secretary of State on July 26, 2021 as Filing No. 92877891 (the “UCC Financing Statement”). Lender’s security interest in the Collateral is first in priority and duly perfected under applicable Law.

 

 

 

 

6. The Loan Agreement, Note, Pledge Agreement, UCC Financing Statement, the First Amendment and all other assignments, agreements, instruments and other documents executed by Borrower in connection with the Revolving Line of Credit shall at times hereinafter be referred to collectively as the “u.”

 

7. Borrower has requested that Lender amend the Loan Documents to, among other things, make certain changes to the Loan as set forth herein. Lender is willing to agree to the foregoing on the terms and conditions set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

 

1. Recitals; Defined Terms.

 

The recitals are incorporated herein by this reference as are all exhibits. Borrower agrees and acknowledges that the factual information recited above is true and correct. Except as may be otherwise expressly defined in this Agreement, all terms used in this Agreement beginning with a capital letter shall have the meanings ascribed to them in the Loan Agreement.

 

2. Borrower Acknowledgments as to Obligations and Other Matters.

 

a. Borrower acknowledges, confirms and agrees that as of May 28, 2026, the total outstanding principal balance of the Note is $59,562,281.65 plus accrued and unpaid interest thereon.

 

b. Borrower specifically acknowledges, confirms and agrees that they do not have any valid offset or defense to the obligations, indebtedness and liability under the Loan Documents.

 

3. Reaffirmation of Obligations.

 

This Agreement is, in part, a reaffirmation of the obligations, indebtedness and liability of Borrower to Lender as evidenced by the Loan Agreement and the other Loan Documents. Therefore, Borrower represents, warrants, acknowledges and agrees that, except as specified herein, all of the terms and conditions of the Loan Documents are and shall remain in full force and effect, without waiver or modification of any kind whatsoever, and are ratified and confirmed in all respects.

 

4. Amendments to Loan Agreement.

 

a. The Maturity Date is hereby extended from May 5, 2027, to July 5, 2028, at which time, the entire principal balance under the Loan plus all accrued and unpaid interest thereon is and shall be due and payable as provided under the Loan Documents. The “Maturity Date”, as defined in the Loan Agreement and the Note and referenced therein shall hereby mean July 5, 2028.

 

 
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b. The definition of “Loan Fee” of Section 1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

 

“‘Loan Fee’ means the sum of $150,000.00 at Loan Closing and thereafter three sixteenths of one percent (0.1875%) of the Credit Limit per year, payable by Borrower to Lender on an annual basis for the making of the Loan, which amounts, respectively, shall be initially payable at Loan Closing, and payable each annual period thereafter on July 5 of each calendar year. Each payment of the Loan Fee shall be deemed fully earned by Lender upon receipt and non-refundable to Borrower. For the avoidance of doubt, in the event Borrower and Lender agree in writing to modify the Credit Limit, the annual portion of such Loan Fee shall be prorated by Lender for the number of months remaining based on the modified Credit Limit.”

 

c. Section 4.12 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

 

EXTENSION OPTION. If the Maturity Date is not extended pursuant to a written agreement by Borrower and Lender on or before January 5, 2028, then Borrower shall have the option to extend the Maturity Date by an additional six (6) month period upon Borrower’s satisfaction of the following conditions: (i) no Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) exists under any of the Loan Documents, (ii) Borrower makes a written request to Lender for an extension not less than ninety (90) days or before the Maturity Date, (iii) Borrower pays an extension fee in the amount of $75,000.00 to Lender, (iv) Borrower has not executed any other extension with Lender of the Maturity Date, (v) Borrower executes and delivers to Lender such documents and instruments reasonably required by Lender to evidence such extension, and (vi) Borrower reimburses Lender for any fees and costs incurred by Lender in the granting and documenting of any such extension.”

 

d. Subparagraph (r) of Schedule 2 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

 

“(r) Unless otherwise approved by Lender in writing, any Collateral Loan, taken in the aggregate with any other Collateral Loans to the same Collateral Loan Obligor, that exceeds 5% of total Collateral Loans; provided, however, Collateral Loans made to Milestone Investments, and/or Affiliates thereof, when taken in the aggregate, shall not exceed 7.5% of total Collateral Loans. For the avoidance of doubt, such 5% and 7.5% limit, respectively, will be calculated by Lender by taking (i) the total Collateral Loans to a Collateral Loan Obligor that are Eligible Receivables, divided by (ii) the total Collateral Loans pledged to Lender under the Agreement;

 

 
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e. Section 6.5.6 of Schedule 6.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

 

“6.5.6 As soon as available, and in any event no later than fifteen (15) days following the end of each calendar month or upon Lender’s request, in Lender’s sole and absolute discretion and opinion, Borrower shall deliver to Lender a monthly Borrowing Base Certificate and monthly portfolio loan tape covering all Collateral Loans, which Borrowing Base Certificate shall be duly certified by the authorized representative of Borrower as to the completeness and accuracy of all information contained therein, without exception, and Borrowing Base Certificate and loan tape shall be accompanied by any and all other supporting documentation requested by Lender in its reasonable discretion, including without limitation, (a) the name and address of the Collateral Loan Obligors, and the loan number; (b) the principal amount of all advances, and all accrued and unpaid interest, on each Collateral Loan, and the date last paid and next due date, (c) any assertion by any Collateral Loan Obligator of a right of rescission, set-off, counterclaim or defense as to any Collateral Loan, (d) upon Borrower’s knowledge, any mechanic’s liens filed against any Underlying Collateral securing any Collateral Loan, and (e) the existence of any other breach or default by Collateral Loan Obligors under the Collateral Loan Documents and, if so, any actions taken by Borrower to enforce the Collateral Loan Documents. Notwithstanding the foregoing, Lender may request an additional current Borrowing Base Certificate at any time as a condition for making Advances, which Borrower shall provide promptly upon request as a condition for the same. In addition to the foregoing, Borrower may update its monthly Borrowing Base Certificate, up to two additional times per calendar month, prior to the delivery of the next calendar month’s monthly Borrowing Base Certificate, in order to increase Availability under the Loan. In the event Borrower seeks to submit an additional Borrowing Base Certificate during any calendar month beyond the two additional submissions described in the foregoing sentence, Lender may accept or deny such submissions in its sole and absolute discretion.”

 

5. Agreement as a Loan Document.

 

From and after the Effective Date of this Agreement, this Agreement and any other documents and instruments executed in connection herewith shall each constitute one of the “Loan Documents.”

 

6. Effective Date of Agreement.

 

This Agreement and the amendments provided for herein shall be effective as of the Effective Date, subject to the timely and complete satisfaction of each and all of the conditions precedent set forth in Section 8 of this Agreement.

 

 
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7. Borrower’s Representations and Warranties.

 

Borrower hereby represents and warrants to Lender and covenant and agree with Lender as follows:

 

a. Borrower has full legal right, power and authority to enter into and perform this Agreement. The execution and delivery of this Agreement by Borrower and the consummation by Borrower of the transactions contemplated hereby have been duly authorized by all necessary action by or on behalf of Borrower. This Agreement is a valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights and (ii) by general principles of equity.

 

b. Neither the execution and delivery of this Agreement by Borrower, nor the consummation by Borrower of the transactions contemplated hereby, conflicts with or constitutes a violation or a default under any material Law applicable to Borrower, or any contract, commitment, agreement, arrangement or restriction of any kind to which Borrower is a party, by which Borrower is bound or to which any of Borrower’s property or assets is subject.

 

c. There are no actions, suits, or proceedings pending, or threatened in writing, against or affecting the Borrower, or involving the validity or enforceability of any of the Loan Documents, except actions, suits, and proceedings that are fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower to perform its obligations under the Loan Documents, and Borrower is not in default with respect to any material order, writ, injunction, decree or demand of any court or any Governmental Agency.

 

d. Borrower hereby reaffirms and confirms that the representations and warranties of Borrower contained in the Loan Documents are true, correct and complete in all material respects as of the date of this Agreement (without duplication of any materiality qualifiers).

 

e. Borrower is in full and complete compliance with the terms, covenants, provisions and conditions of the Loan Agreement, the Note and the other Loan Documents to which they are a party.

 

All covenants, representations and warranties of Borrower herein are incorporated by reference and hereby made a part of the Loan Agreement.

 

8. Conditions Precedent to Effectiveness of Agreement.

 

The effectiveness of this Agreement shall be expressly conditioned upon the following having occurred or Lender having received all of the following on or before June 12, 2026, in form and content satisfactory to Lender and its counsel, in its or their reasonable discretion, and suitable for filing or recording, as the case may be, as required:

 

a. This Agreement, fully executed by Borrower;

 

b. Borrower shall pay a commitment fee to Lender, from Borrower’s own immediately available funds, an amount equal to $25,000.00, which shall be deemed non-refundable upon Lender’s receipt;

 

 
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c. Resolutions, certifications and/or other authorizations of Borrower, Borrower’s members and such other Persons as Lender shall request, evidencing, without limitation, approval and authorization of the transactions contemplated hereunder and the documents and instruments to be executed by Borrower in connection herewith; and

 

d. Payment of the fees and costs of Lender in connection with the preparation, negotiation, administration and execution of this Agreement including, but not limited to, attorneys’ fees, and other costs and fees of other professionals retained by Lender.

 

9. General Release of Lender.

 

a. Except as to the obligations imposed upon Lender, as provided herein, Borrower on behalf of itself, its respective successors and assigns, and each of them, does hereby forever relieve, release, acquit and discharge Lender and its predecessors, successors and assigns, and their respective past and present attorneys, accountants, insurers, representatives, affiliates, partners, subsidiaries, officers, employees, directors, and shareholders, and each of them (collectively, the “Released Parties”), from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys’ fees), damages, injuries, actions and causes of action, of whatever kind or nature, whether legal or equitable, known or unknown, suspected or unsuspected, contingent or fixed, which Borrower now owns or holds or has at any time heretofore owned or held or may at any time hereafter own or hold against the Released Parties, or any of them, by reason of any acts, facts, transactions or any circumstances whatsoever occurring or existing through the date of this Agreement, including, but not limited to, those based upon, arising out of, appertaining to, or in connection with the Recitals above, the Loan, the Loan Documents, the facts pertaining to this Agreement, any collateral heretofore granted to Lender or granted in connection herewith, or to any other obligations of Borrower to Lender.

 

10. Miscellaneous.

 

a. Section headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

 

b. This Agreement may be executed in one or more counterparts but all of the counterparts shall constitute one agreement; provided, however, this Agreement shall not be effective and enforceable unless and until it is executed by all parties hereto.

 

c. This Agreement and the other documents and instruments executed in connection therewith constitute the product of the negotiation of the parties hereto and the enforcement hereof shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship hereof.

 

d. This Agreement shall be binding upon and inure to the benefit of Lender, Borrower, and their respective successors and assigns, except that Borrower shall not assign its rights hereunder or any interest therein without the prior written consent of Lender.

 

e. This Agreement is not a novation, nor, except as expressly provided in this Agreement, is it to be construed as a release or modification of any of the terms, conditions, warranties, waivers or rights set forth in the Loan Documents. Nothing contained in this Agreement shall be deemed to constitute a waiver by Lender of any required performance by Borrower of any Event of Default or default heretofore or hereafter occurring under or in connection with the other Loan Documents. In the event there is a conflict in any term, condition or provision of this Agreement, on the one hand, and the Loan Agreement, or any of the other Loan Documents, on the other hand, the terms, conditions and provisions of this Agreement are to control.

 

[Signature Page Follows]

 

 
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IN WITNESS WHEREOF, Borrower and Lender have executed and delivered this Agreement as of the date set forth above.

 

BORROWER:

 

 

IRON BRIDGE MORTGAGE FUND, LLC

an Oregon limited liability company

 

     
By: Iron Bridge Management Group, LLC,

 

an Oregon limited liability company  
  Its: Manager  
     

 

By: /s/ Gerard Stascausky

 

Name:

Gerard Stascausky  
  Its: Managing Member  
       

 

LENDER:

 

 

 

COLUMBIA BANK,

an Oregon state-chartered bank (as successor-in-interest to Umpqua Bank)

     
By: /s/ Ken Vogt

Name:

Ken Vogt  
Its: Senior Vice President  

 

 
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