EXHIBIT 10.2
AMENDMENT NO. 3 TO LOAN FUNDING AGREEMENT
AMENDMENT NO. 3 TO LOAN FUNDING AGREEMENT, dated as of May 19,2004
(this "Amendment"), among Xxxxx Funding, L.L.c. (the "Company"), Jupiter
Securitization Corporation (the "Conduit"), Bank One, NA (Main Office Chicago),
as a Financial Institution (in such capacity, the "Financial Institution") and
Bank One, NA (Main Office Chicago), as Agent (in such capacity, the "Agent")
under the Loan Funding Agreement (as hereinafter defined).
RECITALS:
The Company, Xxxxx Capital Corporation, as Servicer, the Conduit,
the Financial Institution and the Agent are parties to a Loan Funding Agreement,
dated as of January 24, 2002, as amended by Amendment No. 1 to Loan Funding
Agreement and Amendment No. 2 to Loan Funding Agreement (the "Loan Funding
Agreement"); capitalized terms used but not defined herein shall have the
meaning assigned to such terms in the Loan Funding Agreement.
Bank One, NA (Main Office Chicago) is the sole Financial Institution
under the Loan Funding Agreement.
In accordance with Section 15.1 (b) of the Loan Funding Agreement,
the parties hereto wish to amend the Loan Funding Agreement in certain respects.
NOW, THEREFORE, intending to be bound, the parties hereto agree as
follows:
Section 1. Change to Definitions. The following definitions in
Exhibit I shall be amended and restated to read in their entirety as follows:
"Gross Loss to Liquidation Ratio" means, as of the last day of any
Reporting Period, a percentage equal to (i) the sum of the Outstanding Balance
of all Receivables which became Defaulted Receivables during such Reporting
Period plus (b) the amount of Dilutions that occurred during such Reporting
Period divided by (ii) the sum of (a) the aggregate amount of Collections on all
Receivables (other than Defaulted Receivables) during such Reporting Period, (b)
the aggregate amount of Dilutions that occurred during such Reporting Period and
(c) the Outstanding Balance of all Receivables which became Defaulted
Receivables during such Reporting Period.
"Liquidity Termination Date" means May 18,2005.
"Loan Limit" means $150,000,000.
Exhibit I shall be further amended to include the following defined
term:
"Loss Reserve" means, on any date, an amount equal to the greater of
(i) the product of (A) the Loss Percentage and (B) the Discounted Lease Balance
as of the close of business of the Servicer on such date and (ii) the Minimum
Dollar Loss Reserve.
"Minimum Dollar Loss Reserve" means $10,000,000.
Section 2. Amendment of Section 9.1(i). Section 9.1(i) is hereby
amended by changing the percentage with respect to the Three-Month Average Gross
Loss to Liquidation Ratio from 15% to 10%.
Section 3. Amendment to Schedule A. Schedule A to this Loan Funding
Agreement is hereby amended by changing the Commitment amount for Bank One, NA
(Main Office Chicago) to $153,000,000.
Section 4. Conditions to Effectiveness. This Amendment shall be
effective upon satisfaction of the following
26
conditions:
(a) Execution and delivery by the parties hereto.
(b) Receipt by Jupiter Securitization Corporation of a fully earned,
nonrefundable amendment fee of $50,000 payable in connection with this
Amendment.
Section 5. Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same agreement.
Section 6. Governing Law. This Amendment and the rights and
obligations of the parties hereunder will be governed by and interpreted in
accordance with the laws of the State of Illinois.
Section 7. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 8. Effect of Amendment. This is an amendment in the manner
required by Section 15.1(b) of the Loan Funding Agreement. Upon execution and
delivery of this Amendment, the terms of this Amendment shall be deemed a part
of the terms and conditions of the Loan Funding Agreement for any and all
purposes, and shall bind the parties hereto and thereto. All terms and
conditions of the Loan Funding Agreement and this Amendment shall be read
together as though they constitute one and the same instrument. Except as may
have been specifically amended, restated and/or supplemented by this Amendment,
each and every term and provision of the Loan Funding Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company, the Conduit, the Financial
Institution and the Agent have caused this Amendment No. 3 to the Loan Funding
Agreement to be duly executed by their respective officers as of the day and
year first above written.
XXXXX FUNDING, L.L.C.
By: /S/ XXXXXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
JUPITER SECURITIZATION CORPORATION
By: /S/ XXXXXX XXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signer
BANK ONE, NA (MAIN OFFICE CHICAGO),
AS A FINANCIAL INSTITUTION
By: /S/ XXXXXX XXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Director, Capital Markets
BANK ONE, NA (MAIN OFFICE CHICAGO), AS AGENT
By: /S/ XXXXXX XXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Director, Capital Markets
27
