Exhibit 10.13
FOURTH MODIFICATION AGREEMENT
This MODIFICATION AGREEMENT ("Modification") is entered into as of
September 30, 2001 by and among FPF, INC., a Colorado corporation ("FPF"),
FEDERATED PREMIUM FINANCE, INC., a Florida corporation, as originator (the
"Originator"), FLATIRON FUNDING COMPANY, LLC, a Delaware limited liability
company (the "Lender"), FEDERATED FUNDING CORPORATION, a Florida corporation
(the "Residual Interest Holder") and FLATIRON CREDIT COMPANY, INC. ("Flatiron").
WITNESSETH;
WHEREAS, pursuant to that certain Revolving Credit and Term Loan
Agreement dated as of September 24, 1997 by and among the Lender and FPF (the
"Loan Agreement"), the Lender has loaned and will loan to FPF, subject to the
conditions thereof, funds for the acquisition by FPF of certain Premium Loans
originated by the Originator pursuant to that certain Sale and Assignment
Agreement dated as of September 24, 1997 by and between FPF, as purchaser, and
the Originator, as seller (the "Sale and Assignment Agreement") and contingent
upon certain advances by the Residual Interest Holder under the Residual
Purchase and Funding Agreement dated September 24, 1997 (the "Residual
Agreement") each as modified by those certain Modification Agreements, the first
dated May 1, 1998, and the second dated January 25, 1999, the third dated
October 31, 2000; and
WHEREAS, the Agreement has definitions contained therein to which
reference is made to that ceratin Agreement of Definitions by and among the
parties to this Modification dated as of September 24, 1997 (the "Agreement of
Definitions"); and
WHEREAS, the Loan Agreement, Sale and Assignment Agreement, the
Residual Agreement and the Agreement of Definitions and all exhibits to said
documents are collectively referred to herein as the "Documents"; and
WHEREAS, all capitalized terms used herein and not otherwise defined in
the Documents shall have the meaning set forth herein; and
WHEREAS, the parties desire to modify and amend the Documents as
hereinafter set forth.
NOW THEREFORE, in consideration of the covenants, conditions and
agreements contained in the Documents, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby amend the Agreement of Definitions and all other Documents as follows:
1. Amended and Restated Promissory Note. All recitations and
references to the Note in the Agreement of Definitions and in
Section 1.05 of the Loan Agreement shall refer to that certain
Fourth Amended and Restated Promissory Note in the face principal
amount of $7,000,000 dated as of the date hereof, executed by FPF
in favor of Lender (the "Fourth Amended Note"). The Fourth Amended
Note constitutes an amendment and
restatement of the Promissory Note dated September 24, 1997 in the
face principal amount of $5,000,000 executed by the FPF in favor
of the Lender pursuant to the Loan Agreement (the "Amended Note")
and supersedes and replaces the prior Amended Note.
2. Interest Rate as described in the Fourth Amended Note shall mean
(so long as no Default occurs) a fluctuating interest rate per
annum in effect from time to time equal to the Prim plus a spread
of one and three-quarter percent (1.75%); except that upon
delivery on or prior to October 19, 2001 of written notice from
the Originator to FPF or Flatiron, requesting termination of
future advances on that certain Sale and Assignment Agreement by
and between the Originator and FPF dated September 29,2001, then
the Interest Rate as described in the Fourth Note shall from
October 19, 2001 and thereafter (so long as no Default occurs)
mean a fluctuating interest rate per annum in effect from time to
time equal to the Prime Rate plus a spread of one-half percent
(0.50%).
3. Document Ratification. All terms, conditions and covenants of the
Documents, not otherwise modified hereby, are hereby ratified and
confirmed and this Agreement, when executed by the parties hereto,
shall become a part of the Documents and shall have the same force
and effect as if the terms and conditions hereof were originally
incorporated in the Documents prior to the execution thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Modification Agreement
to be executed by their respective officers thereunder duly authorized as of the
date and year first above written.
FLATIRON FUNDING COMPANY, LLC
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President
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FPF, INC. FLATIRON CREDIT COMPANY, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
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Title: President Title: President
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FEDERATED FUNDING CORPORATION FEDERATED PREMIUM FINANCE, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx
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Title: President Title: President
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