Third Amendment to Warehouse Loan and Security Agreement among NHELP-I, Inc., Concord Minutemen Capital Company, LLC, and Norwest Bank Minnesota, N.A.

Summary

This amendment updates the terms of a warehouse loan and security agreement originally made between NHELP-I, Inc. (the borrower), Concord Minutemen Capital Company, LLC (the lender), and Norwest Bank Minnesota, N.A. (the trustee). The amendment changes how the interest rate is calculated and reaffirms the original agreement except for the modified terms. All parties, including the agent Mellon Bank, N.A., have agreed to these changes, which are governed by Illinois law and effective as of November 16, 1999.

EX-10.6 33 y88696a1exv10w6.txt THIRD AMENDMENT TO WAREHOUSE LOAN AGREEMENT Exhibit 10.6 THIS THIRD AMENDMENT TO WAREHOUSE LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of November 16, 1999 among NHELP-I, INC., a corporation duly organized under the laws of the State of Nevada (the "Borrower"), CONCORD MINUTEMEN CAPITAL COMPANY, LLC, a Delaware limited liability company ("Concord"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as eligible lender and trustee (the "Trustee"). PRELIMINARY STATEMENTS 1. The Borrower, Concord and the Trustee have previously entered into that certain Warehouse Loan and Security Agreement dated as of September 30, 1998 (as heretofore amended by that First Amendment to Warehouse Loan and Security Agreement dated as of December 15, 1998 and that Second Amendment to Warehouse Loan and Security Agreement dated as of September 29, 1999, the "Original Agreement"). 2. Pursuant to Section 9.01 of the Original Agreement, the Borrower, the Required Lenders and, to the extent affected thereby, the Trustee may amend the Original Agreement with the prior written consent of the Agent. As of this date, Concord is the Required Lender and the Agent has given its written consent to the execution of this Amendment. NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE I AMENDMENTS TO ORIGINAL AGREEMENT ADDITIONS ARE INDICATED BY UNDERLINING AND DELETIONS ARE INDICATED BY BRACKETS THROUGHOUT THIS AMENDMENT. All words and phrases defined in Article I of the Original Agreement shall have the same meaning in this Amendment, except as otherwise appears in this Article. SECTION 1.01. DEFINITIONS. The definitions set forth below are added to the Original Agreement or amended to provide as follows: "Cost of Funds" shall mean the sum of (i) the rate (excluding dealer fees), or if more than one rate, the daily weighted average of the rates, at which Concord's commercial paper notes having a term equal to the relevant Interest Period, may be sold by any placement agent or commercial paper dealer reasonably selected by Concord, as agreed to between each such placement agent or dealer and Concord to fund or maintain the Advances, plus (ii) the commissions and charges charged as a percentage of such face amount and converted to an interest bearing equivalent rate per annum (0.05%). "Regular Interest Rate" means Cost of Funds plus 0.08% [LIBOR plus 0.10%]. ARTICLE II GENERAL PROVISIONS SECTION 2.01 DATE OF EXECUTION. Although this Amendment for convenience and for the purpose of reference is dated and shall be effective as of the date first written above, the actual dates of execution by the Borrower, by Concord and by the Trustee are as indicated by their respective acknowledgments hereto annexed. SECTION 2.02 LAWS GOVERNING. It is the intent of the parties hereto that this Amendment shall in all respects be governed by the internal law, and not the conflicts, of the State of Illinois. SECTION 2.03 SEVERABILITY. If any covenant, agreement, waiver or part thereof contained in this Amendment shall be forbidden by any pertinent law or under any pertinent law shall be effective to render this Amendment invalid or unenforceable or to impair the lien hereof, then such covenant, agreement, waiver, or part thereof shall itself be and is hereby declared to be wholly ineffective, and this Amendment shall be construed as if the same were not included therein. SECTION 2.04 COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. One or more counterparts of this Amendment may be delivered by telecopier, with the intention that they shall have the same effect as an original counterpart thereof. ARTICLE III APPLICABILITY OF ORIGINAL AGREEMENT The provisions of the Original Agreement are hereby ratified, approved and confirmed, except as otherwise expressly modified by this Amendment. The representations, warranties and covenants contained in the Original Agreement, except as expressly modified herein, are hereby reaffirmed with the same force and effect as if fully set forth herein and made again as of the date hereof. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 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 written above. THE BORROWER: NHELP-I, INC. BY /S/ Terry Heimes --------------------------------------- Title: Vice President Date: 11/16/99 THE LENDER: CONCORD MINUTEMEN CAPITAL COMPANY, LLC BY /S/ Thomas Irvin --------------------------------------- Title: Manager Date: November 16, 1999 THE TRUSTEE: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION BY /S/ Susan E. Jacobsen --------------------------------------- Title: Corporate Trust Officer Date: 11/17/99 CONSENTED TO AND ACKNOWLEDGED: THE AGENT: MELLON BANK, N.A. BY /S/ Robert Wagner --------------------------------------- Title: V.P. Date: 11/17/99 3