EXHIBIT 10(bn)
SECOND MODIFICATION AGREEMENT
This SECOND MODIFICATION AGREEMENT ("Modification") is entered into this
11th day of December, 2001 by and among Hallmark Finance Corporation as
seller (the "Seller"), and FPF, Inc. ("FPF").
WITNESSETH;
WHEREAS, pursuant to that certain Sale and Assignment Agreement dated
as of November 18, 1999 and as amended or modified by and among the FPF and
the Seller (the "Agreement"), FPF agrees to purchase, and Seller agrees to
sell Eligible Premium; and
WHEREAS, all capitalized terms used herein and not otherwise defined in
the Agreement shall have the meaning set forth herein; and
WHEREAS, Seller and FPF desire to modify and amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements contained in the Documents, the parties hereto intending to be
legally bound, hereby agree as follows:
1) Maximum Purchase Commitment. The term "Maximum Purchase Commitment" as
defined in the Agreement is hereby amended in its entirety to read as
follows:
"Maximum Purchase Commitment" means $13,500,000.00.
2) Advance Rate. The term "Advance Rate" as defined in Exhibit A of the
Agreement is hereby amended in its entirety to read as follows:
"Advance Rate" shall mean a percentage from time to time
specified by Seller in writing to FPF but in no event to exceed ninety-four
percent (94.00%) reduced by the Reserve Percentage.
3) Interest Rate. The term "Interest Rate" as defined in Exhibit A of the
Agreement is hereby amended in its entirety to read as follows
"Interest Rate" shall be the Prime Rate plus a spread
("Spread") shown below, based on an actual/360 day year.
a) From the Closing and for each day in which the prior month's
average daily FPF principal balance is $5,000,000 or below, the
Spread shall be one percent (1.00%); subject to the floor rate
described below; and
b) For any day in which the prior month's average daily FPF principal
balance is greater than $5,000,000, then the Spread shall be
three-quarter percent (0.750%) subject to the floor rate described
below; and
c) The Interest Rate shall be subject to a minimum rate (combining
the Prime Rate and applicable Spread) of 5.75%.
4) Option to Revert to Prior Definitions: Seller shall retain the one-time
right to revert back to the Interest Rate definition which existed
immediately prior to this Second Modification, and which right may be
realized by Seller upon delivery of written notice to FPF stating its
request to revert to the prior Interest Rate definition. Such reversion
to the prior Interest Rate definition will cause a simultaneous reversion
of the Advance Rate to its prior definition of ninety percent (90.0%).
5) Agreement Ratification. All terms, conditions and covenants of the not
otherwise modified herein are hereby ratified and confirmed and this
Second Modification, when executed by the parties hereto, shall become a
part of the Agreement and shall have the same force and effect as if the
terms and conditions hereof were originally incorporated in the Agreement
prior to the execution thereof.
IN WITNESS WHEREOF, this Second Modification Agreement is executed by the
undersigned parties as of the day and year first set forth above.
FPF, Inc.
By:_______________________________
Xxxxx X. Xxxxx
President
SELLER:
Hallmark Finance Corporation
By:_______________________________
Printed Name: Xxxxx X. Xxxxxxx
Title: President & CEO
