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EX-10.13 15 v97740orexv10w13.txt EXHIBIT 10.13 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 ----------------------------------- 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 ----------------------------------- Name Printed: Tara H. Anderson Title: Corporate Trust Officer RECEIVABLES CAPITAL CORPORATION, as Lender By: /s/ Juliana C. Johnson ----------------------------------- 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 ----------------------------------- Name Printed: John K. Svolos Title: Vice President BANK OF AMERICA, N.A., as a Parallel Lender By: /s/ John K. Svolos ----------------------------------- Name Printed: John K. Svolos Title: Vice President ACKNOWLEDGED AND AGREED: MBIA INSURANCE CORPORATION By: /s/ Michael Alter ----------------------------------- Name Printed: Michael Alter Title: Vice President