1
Exhibit 10.12.1
EXECUTION COPY
FIRST AMENDMENT, dated as of June 30, 1999 (this "Amendment")
to the REVOLVING COMMERCIAL LOAN WAREHOUSE AND SECURITY AGREEMENT, dated as of
December 4, 1998 (as the same may be further amended or otherwise modified from
time to time, the "Agreement"), among PRUDENTIAL SECURITIES CREDIT CORPORATION,
a Delaware corporation, having an office at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (the "Lender"), and FIRST INTERNATIONAL BANK, (formerly known as
First National Bank of New England), a Connecticut bank and trust company,
having its principal office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000
(the "Borrower"), and its parent, FIRST INTERNATIONAL BANCORP, INC., a Delaware
corporation, having its principal office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 (the "Guarantor").Terms not otherwise defined in this
Amendment shall have the meanings ascribed to such terms in the Agreement.
W I T N E S S E T H :
WHEREAS, the parties wish to extend the Maturity Date of the
Loan from December 3, 1999 to June 30, 2000;
WHEREAS, the Engagement Letter is simultaneously being amended
to reflect that PSI will have the right of first refusal, but not the
obligation, to serve in the Manager Role with respect to up to $300,000,000 in
Securitizations; and
WHEREAS, the parties to the Agreement desire to execute this
Amendment to provide for such amended terms;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, it is hereby agreed as follows:
ARTICLE 1. AMENDMENTS
1.1 Amendment to Second Recital. The second recital of the
Agreement is hereby deleted in its entirety and the following is substituted in
lieu thereof:
WHEREAS, the Lender's Affiliate, Prudential Securities
Incorporated ("PSI"), will have the right of first refusal, but not the
obligation, to act as the sole manager (such role as sole manager, the
"Manager Role") on any securities issuances ("Securitizations")
sponsored by the Borrower or one of its Affiliates relating to up to
$300,000,000 of the Commercial Loans, on the terms and under the
conditions set forth in the Engagement Letter, dated as of December 4,
1998, as amended by the First Amendment, dated as of June 30, 1999,
among PSI, the Borrower and the Guarantor (as the same may be further
amended or otherwise modified from time to time, the "Engagement
Letter"). Such Securitizations shall be structured in a manner as shall
be consented to by PSI.
2
1.2 Extending Maturity Date. Section 1(c) of the Agreement is
hereby deleted in its entirety and the following is substituted in lieu thereof:
The Loan shall mature on June 30, 2000, as such date may be
extended by means of a Credit Increase Confirmation and Note Amendment
(the "Maturity Date"), pursuant to the terms of Section 1(f) below.
1.3 Extending Other Dates. Section 1(h) of the Agreement is
hereby amended by replacing the date December 3, 2000 appearing in clause (v)(x)
thereof with the date June 30, 2001.
ARTICLE 2 MISCELLANEOUS
2.1 Limited Effect. Except as expressly amended hereby, all of
the provisions , covenants, terms and conditions of the Agreement shall continue
to be, and shall remain, in full force and effect in accordance with its terms.
2.2 Guarantor Consent. The Guarantor hereby consents to this
Amendment and agrees that the Guaranty shall remain in full force and effect.
2.3 Governing Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
2.4 Counterparts. This Amendment may be executed by one or
more of the parties on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
2
3
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
FIRST INTERNATIONAL BANK
By: /s/Xxxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
FIRST INTERNATIONAL BANCORP, INC.
By: /s/Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President
PRUDENTIAL SECURITIES CREDIT
CORPORATION
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
3
