Exhibit 10.29
EXECUTION COPY
AMENDMENT NO. 1
dated as of March 3, 2004
among
FINANCIAL SECURITY ASSURANCE INC.,
FINANCIAL PACIFIC LEASING, LLC
and
FINANCIAL PACIFIC FUNDING II, LLC
to
INSURANCE AND INDEMNITY AGREEMENT
dated as of July 14, 2003
AMENDMENT NO. 1 TO INSURANCE AND INDEMNITY AGREEMENT
AMENDMENT NO. 1, dated as of March 3, 2004 (the "Amendment") among
FINANCIAL SECURITY ASSURANCE INC., ("Financial Security"), FINANCIAL PACIFIC
LEASING, LLC (the "Servicer") and FINANCIAL PACIFIC FUNDING II, LLC (the
"Company"), to INSURANCE AND INDEMNITY AGREEMENT, dated as of July 14, 2003, (as
it may be amended, amended and restated, supplemented or otherwise modified from
time to time in accordance with its terms, the "Insurance Agreement").
RECITALS
WHEREAS, Financial Security, the Company and the Servicer
(collectively, the "Amending Parties") have entered into the Insurance Agreement
and the Amending Parties desire to amend the Insurance Agreement in certain
respects as provided below.
AGREEMENTS
In consideration of the premises, and for other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the Amending Parties agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Defined Terms. Unless defined in this Amendment,
capitalized terms used in this Amendment (including in the Preamble and the
Recitals) shall have the meaning given such terms in the Insurance Agreement, as
identifiable from the context in which such term is used.
ARTICLE II
AMENDMENT
SECTION 2.1. Amendments to Schedule 5.01. Schedule 5.01 of the
Insurance Agreement is hereby replaced in its entirety by Schedule 5.01 "DEFAULT
MATRIX - XXXXX 0 XXXXXXXX" xxxxxxxx hereto.
ARTICLE III
CONDITION TO EFFECTIVENESS
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SECTION 3.1. Execution of Amendment By Amending Parties. This Amendment
shall become effective upon receipt by Financial Security of counterparts hereof
executed and delivered by the Company and the Servicer.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Ratification. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any of the Amending
Parties under the Insurance Agreement, nor alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Insurance Agreement, all of which are hereby ratified and
affirmed in all respects by each of the Amending Parties and shall continue in
full force and effect. This Amendment shall apply and be effective only with
respect to the provisions of the Insurance Agreement specifically referred to
herein and any references in the Insurance Agreement to the provisions of the
Insurance Agreement specifically referred to herein shall be to such provisions
as amended by this Amendment.
SECTION 4.2. Counterparts. This Amendment may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
SECTION 4.3. GOVERNING LAW. THIS AMENDMENT AND ALL MATTERS ARISING OUT
OF OR RELATING TO THIS INSURANCE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 4.4. Waiver of Notice. Each of the Amending Parties waives any
prior notice and any notice period that may be required by any other agreement
or document in connection with the execution of this Amendment.
SECTION 4.5. Headings. The headings of Sections contained in this
Amendment are provided for convenience only. They form no part of this Amendment
or the Insurance Agreement and shall not affect the construction or
interpretation of this Amendment or Insurance Agreement or any provisions hereof
or thereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Amending Parties have caused this Amendment to
be duly executed by their respective duly authorized officers as of the day and
year first above written.
FINANCIAL SECURITY ASSURANCE
INC.
By: /s/ Xxxxx Xxx
-------------------------------
Name: Xxxxx Xxx
Title: Managing Director
FINANCIAL PACIFIC LEASING, LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
FINANCIAL PACIFIC FUNDING II, LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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