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Exhibit 10.12.2
SECOND AMENDMENT, dated as of January 12, 2000 (this
"Amendment"), to the REVOLVING COMMERCIAL LOAN WAREHOUSE AND SECURITY AGREEMENT,
dated as of December 4, 1998 (as the same may be further amended or otherwise
modified from time to time, the "Agreement"), among PRUDENTIAL SECURITIES CREDIT
CORPORATION, a Delaware corporation, having an office at ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Lender"), and FIRST INTERNATIONAL BANK, (formerly
known as First National Bank of New England), a Connecticut bank and trust
company, having its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Borrower"), and its parent, FIRST INTERNATIONAL BANCORP,
INC., a Delaware corporation, having its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Guarantor").Terms not otherwise
defined in this Amendment shall have the meanings ascribed to such terms in the
Agreement.
W I T N E S S E T H :
WHEREAS, the parties entered into a First Amendment, dated as
of June 30, 1999 (the "First Amendment"), to the Agreement; and
WHEREAS, the parties wish to extend the Maturity Date of the
Loan from June 30, 2000 to December 28, 2000;
WHEREAS, the Engagement Letter is simultaneously being amended
to reflect that PSI will have the right of first refusal, but not the
obligation, to serve in the Manager Role with respect to up to $340,000,000 in
Securitizations; and
WHEREAS, the parties to the Agreement desire to execute this
Amendment to provide for such amended terms;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, it is hereby agreed as follows:
ARTICLE 1. AMENDMENTS
1.1 Amendment to Second Recital. The second recital of the
Agreement is hereby deleted in its entirety and the following is substituted in
lieu thereof:
WHEREAS, the Lender's Affiliate, Prudential Securities
Incorporated ("PSI"), will have the right of first refusal, but not the
obligation, to act as the sole manager (such role as sole manager, the
"Manager Role") on any securities issuances ("Securitizations")
sponsored by the Borrower or one of its Affiliates relating to up to
$340,000,000 of the Commercial Loans, on the terms and under the
conditions set forth in the Engagement Letter, dated as of December 4,
1998, as amended by the First Amendment, dated as of June 30, 1999, and
the Second Amendment, dated as of January 12, 2000, among PSI, the
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Borrower and the Guarantor (as the same may be further amended or
otherwise modified from time to time, the "Engagement Letter"). Such
Securitizations shall be structured in a manner as shall be consented
to by PSI.
1.2 Aggregating Loans. Section 1(a)1 of the Agreement is
hereby amended by inserting the following after the phrase "up to $75,000,000,":
less any amounts outstanding under any loans from Lender to the
Borrower's subsidiary, FIB Holdings, Inc.
1.3 Extending Maturity Date. Section 1(c) of the Agreement is
hereby deleted in its entirety and the following is substituted in lieu thereof:
The Loan shall mature on December 28, 2000, as such date may
be extended by means of a Credit Increase Confirmation and Note
Amendment (the "Maturity Date"), pursuant to the terms of Section 1(f)
below.
1.4 Extending Other Dates. Section 1(h) of the Agreement is
hereby amended by replacing the date June 30, 2001 appearing in clause (v)(x)
thereof (which was added by the First Amendment) with the date December 28,
2001.
ARTICLE 2 MISCELLANEOUS
2.1 Limited Effect. Except as expressly amended hereby, all of
the provisions , covenants, terms and conditions of the Agreement shall continue
to be, and shall remain, in full force and effect in accordance with its terms.
2.2 Guarantor Consent. The Guarantor hereby consents to this
Amendment and agrees that the Guaranty shall remain in full force and effect.
2.3 Governing Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
2.4 Counterparts. This Amendment may be executed by one or
more of the parties on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
FIRST INTERNATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
FIRST INTERNATIONAL BANCORP, INC.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
PRUDENTIAL SECURITIES CREDIT
CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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