Exhibit 10.13
THIRD AMENDMENT TO
WAREHOUSE LOAN AND SECURITY AGREEMENT
This THIRD Amendment to Warehouse Loan and Security Agreement, dated as
of October 30, 2000 (this "Amendment"), is by and among Financial Pacific
Funding, LLC ("Borrower"), Financial Pacific Leasing, LLC, ("Servicer"), Wells
Fargo Bank Minnesota, National Association (as successor to Norwest Bank
Minnesota, National Association), as collateral agent (in such capacity,
"Collateral Agent") and as standby servicer (in such capacity, "Standby
Servicer"), Receivables Capital Corporation ("RCC "), the financial institutions
party hereto, as parallel lenders ("Parallel Lenders"), and Bank of America,
N.A. (as successor to Bank of America National Trust and Savings Association),
as administrative agent and bank agent (the "Administrative Agent").
BACKGROUND
1. Borrower, Servicer, Collateral Agent, Standby Servicer, RCC,
the Parallel Lenders and the Administrative Agent are parties to that certain
Warehouse Loan and Security Agreement, dated as of December 30, 1998 (as
heretofore amended, the "Warehouse Agreement").
2. The parties hereto desire to amend the Warehouse Agreement in
certain respects as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings assigned thereto in the
Warehouse Agreement, as amended hereby.
SECTION 2. Amendment. Section 2.14(a) of the Warehouse Agreement is
hereby amended by deleting the date "October 31, 2000" where it appears therein
and substituting therefor the date "December 15, 2000".
SECTION 3. Representations and Warranties. Borrower and Servicer hereby
represent and warrant that (i) after giving effect to this Amendment, the
representations and warranties contained in Section 7.1 of the Warehouse
Agreement and Section 8.1 of the Warehouse Agreement, respectively, are true and
correct on and as of the date hereof as though made on and as of such date, and
shall have been deemed to have been made on and as of such date, provided that
it is understood that the Servicer intends to make a $15,000,000 provision for
credit losses in its December 31, 2000, financial statement, and (ii) no event
has occurred and is continuing, or would result from this Amendment, that
constitutes a Default or Event of Default.
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof, subject to the receipt by each of the Notice
Parties of this Amendment, duly executed by each of the parties hereto.
SECTION 5. Miscellaneous. The Warehouse Agreement, as amended hereby,
remains in full force and effect. Any reference to the Warehouse Agreement from
and after the date hereof shall be deemed to refer to the Warehouse Agreement as
amended hereby, unless otherwise expressly stated. 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 when taken together shall constitute one and the same
agreement. This Amendment may be executed by facsimile. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of New York
without giving effect to the conflict of Laws principles thereof (other than
Section 5-1401 of the New York General Obligations Law) and the obligations,
rights and remedies of the parties under this Amendment shall be determined in
accordance with such laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
FINANCIAL PACIFIC FUNDING, LLC
By: /s/ Dale A. Winter
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Name Printed: Dale A. Winter
Title: Executive Vice President and
Chief Financial Officer
FINANCIAL PACIFIC LEASING, LLC
By: /s/ Dale A. Winter
-----------------------------------
Name Printed: Dale A. Winter
Title: Executive Vice President and
Chief Financial Officer
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (as successor to Norwest
Bank Minnesota, National Association),
as Collateral Agent and Standby
Servicer
By: /s/ Tara H. Anderson
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Name Printed: Tara H. Anderson
Title: Corporate Trust Officer
RECEIVABLES CAPITAL CORPORATION, as
Lender
By: /s/ Juliana C. Johnson
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Name Printed: Juliana C. Johnson
Title: Vice-President
BANK OF AMERICA, N.A., as
Administrative Agent and as Bank Agent
By: /s/ John K. Svolos
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Name Printed: John K. Svolos
Title: Vice President
BANK OF AMERICA, N.A., as a Parallel
Lender
By: /s/ John K. Svolos
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Name Printed: John K. Svolos
Title: Vice President
ACKNOWLEDGED AND AGREED: MBIA INSURANCE CORPORATION
By: /s/ Michael Alter
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Name Printed: Michael Alter
Title: Vice President