Exhibit 10.20
EXECUTION COPY
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MBIA INSURANCE CORPORATION,
as Surety Provider
FINANCIAL PACIFIC LEASING, LLC
as Originator and as Servicer
FINANCIAL PACIFIC FUNDING, LLC
as Borrower
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Standby Servicer and Collateral Agent
RECEIVABLES CAPITAL CORPORATION,
as Lender
THE FINANCIAL INSTITUTIONS FROM
TIME TO TIME PARTY HERETO,
as Parallel Lenders
and
BANK OF AMERICA, N.A
(as successor to Bank of America National Trust and Savings Association),
as Administrative Agent and Bank Agent
AMENDMENT NO. 1 TO
INSURANCE AND INDEMNITY AGREEMENT
Financial Pacific Funding, LLC Warehouse Facility
Dated as of December 22, 1999
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AMENDMENT NO. 1 TO
INSURANCE AND INDEMNITY AGREEMENT
This AMENDMENT NO. 1 TO INSURANCE AND INDEMNITY AGREEMENT dated as of December
22, 1999 ("Amendment") amends that Insurance Agreement dated as of February 1,
1999 (the "Insurance Agreement"), by and among MBIA INSURANCE CORPORATION, as
Surety Provider (the "Surety Provider"), FINANCIAL PACIFIC LEASING, LLC, as
Originator (the "Originator") and as Servicer (the "Servicer"), FINANCIAL
PACIFIC FUNDING, LLC, as Borrower (the "Borrower"), NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Standby Servicer and as Collateral Agent (the
"Collateral Agent"), ReceivableS Capital Corporation, the Lender (the "Lender"),
THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Parallel Lenders
(the "Parallel Lenders") and BANK OF AMERICA, N.A. (as successor to Bank of
America National Trust and Savings Association), as Administrative Agent and
Bank Agent (the "Administrative Agent").
WHEREAS, the Borrower, the Servicer, the Collateral Agent, the Standby
Servicer, the Lender, the Parallel Lenders and the Administrative Agent have
entered into a Warehouse Loan and Security Agreement dated as of December 30,
1998 (as amended and supplemented from time to time, the "Warehouse Loan
Agreement"), pursuant to which, among other things, the Borrower has granted a
security interest in the Collateral to the Collateral Agent for the benefit of
the Secured Parties (as defined in the Warehouse Loan Agreement) including the
Surety Provider, to secure payments under the Notes, the Warehouse Loan
Agreement, this Insurance Agreement and under the other Transaction Documents
(as defined herein).
WHEREAS, the Surety Provider issued its Surety Bond (as defined in the
Insurance Agreement) at the request of the Borrower and the Servicer to
guarantee payment of Insured Amounts (as defined in Surety Bond) with respect to
the Notes upon such terms and conditions as were mutually agreed upon by the
parties and subject to the terms and conditions of the Surety Bond.
WHEREAS, the parties to the Warehouse Loan Agreement desire to extend
the Funding Termination Date (as defined in the Warehouse Loan Agreement) and
desire to increase the Funding Limit (as defined in the Warehouse Loan
Agreement).
WHEREAS, the parties to the Warehouse Loan Agreement are entering into
First Amendment to Warehouse Loan and Security Agreement dated as of December
22, 1999, pursuant to which the parties thereto are amending certain provisions
to extend the Funding Termination Date and certain other matters.
WHEREAS, the parties to the Warehouse Loan Agreement are entering into
Second Amendment to Warehouse Loan and Security Agreement dated as of December
22, 1999, pursuant to which the parties thereto are amending certain provisions
to increase the Funding Limit and certain other matters.
WHEREAS, the parties hereto desire to amend the Insurance Agreement and
the Premium Letter as an inducement for the Surety Provider to deliver its
consent to the Amendments and to deliver its Endorsement to the Surety Bond
WHEREAS, Section 7.01 of the Insurance Agreement provides that the
Insurance Agreement may be amended with the consent of each of the parties
thereto.
NOW, THEREFORE, for good and valuable consideration the sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1.01. AMENDMENT TO DEFINED TERMS. The definition of "Premium
Letter" in Article I of the Insurance Agreement is hereby deleted and replaced
with the following:
"Premium Letter" means the premium letter from the Surety Provider to
the Borrower and the Originator dated as of December 22, 1999, as the same may
be amended or replaced from time to time.
SECTION 1.02. AMENDMENT TO SECTION 7.02 Paragraph (b) and Paragraph (c)
of Section 7.02 are hereby deleted and replaced with the following:
(b) To the Borrower:
Financial Pacific Funding, LLC
0000 Xxxxx 000xx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxx X. Winter
Telecopy No.: (000) 000-0000
Confirmation: (000) 000-0000
(c) To the Servicer and the Originator:
Financial Pacific Leasing, LLC
0000 Xxxxx 000xx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxx X. Winter
Telecopy No.: (000) 000-0000
Confirmation: (000) 000-0000
SECTION 1.03. COUNTERPARTS. This Amendment may be executed in
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.
SECTION 1.04. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).
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SECTION 1.05. LIMITED SCOPE. This Amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Surety Provider under the Insurance Agreement.
SECTION 1.06. RATIFICATION. Except as expressly affected by the
provisions hereof, the Insurance Agreement as amended shall remain in full force
and effect in accordance with its terms and is hereby ratified and confirmed by
the parties hereto. On and after the date hereof, each reference in the
Insurance Agreement to "this Agreement", "hereunder", "herein" or words of like
import shall mean and be a reference to the Insurance Agreement as amended by
this Amendment and any reference to "the parties hereto", "no party hereto" or
words of like import shall be deemed to include all of the parties to this
Amendment.
SECTION 1.07. NOTICE TO RATING AGENCIES. Promptly after the execution
of this Amendment, the Collateral Agent shall mail an executed copy of this
Amendment to the Rating Agencies. By execution of this Amendment, the parties
acknowledge receipt of notice of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY BLANK;
SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Insurance
Agreement, all as of the day and year first above mentioned.
MBIA INSURANCE CORPORATION
By /s/ MBIA INSURANCE CORPORATION
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Title
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Financial Pacific LEASING, LLC, as
Originator and as Servicer
By /s/ Xxxx X. Winter
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Title EVP & CFO
Financial Pacific Funding, LLC, as
Borrower
By /s/ Xxxx X. Winter
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Title EVP & CFO
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Standby Servicer and
Collateral Agent
By /s/ Xxxx X. Xxxxxxxx
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Title Corporate Trust Officer
Bank of America, N.a., as Administrative
Agent and Bank Agent
By /s/ BANK OF AMERICA, N.A.
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Title
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ReceivableS Capital Corporation, as
Lender
By /s/ Xxxxxxx X. Xxxxxx
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Title Managing Director
