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Exhibit 10.20.1
AMENDMENT NO. 1
TO
NOTE PURCHASE AGREEMENT
AMENDMENT NO. 1, dated as of June 1, 2000, among FIB Funding Trust,
as Issuer (the "Issuer"), First International Bank, as Servicer (the
"Servicer"), Variable Funding Capital Corporation, as a CP Purchaser (the "CP
Purchaser"), First Union Securities, Inc., as VFCC Deal Agent and Administrative
Agent ("FUSI"), First Union National Bank as VFCC Liquidity Agent ("FUNB"), and
certain Liquidity Purchasers named therein to that certain Note Purchase
Agreement dated as of October 1, 1999 (the "Note Purchase Agreement") among, the
Issuer, the Servicer, the CP Purchaser, FUSI, FUNB and the Liquidity Purchasers.
WHEREAS, the Issuer, the Servicer, the CP Purchaser, FUSI, FUNB and
the Liquidity Purchasers entered into the Note Purchase Agreement in connection
with the issuance by the Issuer of the FIB Funding Trust Notes; and
WHEREAS, Section 9.1(a) of the Note Purchase Agreement permits the
Note Purchase Agreement to be amended from time to time pursuant to the
conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Note Purchase
Agreement as set forth herein;
NOW THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Note Purchase Agreement or Appendix A
to the Sale and Servicing Agreement dated as of October 1, 1999, between the
Issuer and the Servicer.
2. The definition of "Concentration and Mix Criteria" contained in
Section 1.1 of the Note Purchase Agreement is hereby amended by (i) replacing
"SIC" with "NAICS" in subparagraph (b) thereof, (ii) replacing "3W" with "4" in
subparagraph (e) thereof and (iii) replacing "20%" with "10%" in subparagraph
(e) thereof.
3. Except as otherwise set forth herein, the Note Purchase Agreement
shall continue in full force and effect in accordance with its terms.
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4. This Amendment No. 1 may be executed in one or more
counterparts, each of which, when so executed, shall be deemed an original;
such counterparts, together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1
to the Note Purchase Agreement as of the day and year first above written.
THE ISSUER: FIB FUNDING TRUST
By: First International Bank
By: /s/ Ted Horan
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Name: Ted Horan
Title: Senior Vice President
THE SERVICER: FIRST INTERNATIONAL BANK, as
Servicer
By: /s/ Ted Horan
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Name: Ted Horan
Title: Senior Vice President
THE LIQUIDITY PURCHASERS: FIRST UNION NATIONAL BANK, a
national banking corporation
Commitment:
By: /s/ Bill A. Shirley
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Name: Bill A. Shirley
Title: Senior Vice President
THE CP PURCHASERS VARIABLE FUNDING CAPITAL
CORPORATION, a Delaware corporation
By: First Union Securities, inc.,
as attorney-in-fact
By: /s/ Darrell R. Baber
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Name: Darrell R. Baber
Title: Director
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THE DEAL AGENTS FIRST UNION SECURITIES,
("VFCC deal Agent") and
THE ADMINISTRATIVE AGENT:
By: /s/ James L. Sigman
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Name: James L. Sigman
Title: Director
THE LIQUIDITY AGENTS: FIRST UNION NATIONAL BANK, a
national banking corporation
By: /s/ Bill A. Shirley
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Name: Bill A. Shirley
Title: Senior Vice President
CONSENTED TO:
UNITED STATES SMALL BUSINESS
ADMINISTRATION
By /s/ Le Ann M. Oliver (Acting for)
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Name: Jane Palsgrove Butler
Title: AA for Financial Assistance