EXHIBIT (10)(h)
AGREEMENT OF AMENDMENT NO. 1
TO MASTER LEASE AGREEMENT AND
EQUIPMENT SCHEDULE NO. 1
THIS AGREEMENT OF AMENDMENT NO. 1 TO MASTER LEASE AGREEMENT AND EQUIPMENT SCHEDULE NO. 1 ("Amendment") is made as of the 5th day of May, 2000, among FATICO 1999 TRUST ("Lessor"), FIRST AMERICAN TITLE INSURANCE COMPANY ("Lessee"), and GENERAL ELECTRIC CAPITAL CORPORATION, AS COLLATERAL AGENT ("Collateral Agent").
Lessor and Lessee have heretofore entered into that certain Master Lease Agreement dated as of December 27, 1999 (the "Agreement") and, pursuant to the Agreement and incorporating by reference the terms and conditions thereof, that certain Equipment Schedule No. 1 dated December 29, 1999 ("Schedule No. 1"). Capitalized terms used herein without definition shall have the meaning given such terms in the Agreement. All right, title and interest of Lessor in, to and under the Agreement have been assigned to the Borrower Collateral Agent, as such term is defined in that certain Receivables Funding Agreement dated as of December 27, 1999, by and among Lessor, Edison Asset Securitization, L.L.C. and General Electric Capital Corporation, for the benefit of the Lender and the Residual Support Provider, and the Lender has further assigned its right, title and interest therein to the Collateral Agent.
The parties desire to amend the Agreement and Schedule No. 1 as hereinafter set forth.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Section 13(b)(1)(B) of the Agreement is deleted and the following substituted in lieu thereof:
(B) all equipment (as such term is defined in the UCC) in which
Lessee shall from time to time acquire an ownership interest now or
hereafter located at any Equipment Location; together with all
additions, attachments, accessions and accessories thereto whether or
not furnished by the supplier of the Equipment or the Additional
Collateral and any and all substitutions, replacements or exchanges
therefor, in each such case in which Lessee shall from time to time
acquire an ownership interest, together with Lessee's interest in all
warranties with respect thereto, manuals and other books and records
relating thereto; and
2. Within sixty (60) days after the date hereof, Collateral Agent shall cause Uniform Commercial Code statements of amendment to be filed to amend all Uniform Commercial Code financing statements originally filed against Lessee in connection with the transaction contemplated
by the Agreement, reflecting the change in the description of the collateral specified in Section 1 hereof. Such Uniform Commercial Code statements of amendment shall be prepared and filed at Lessee's expense.
3. The definition of "LIBOR" in Exhibit No. 1 to Annex E to Schedule No. 1 is hereby amended and restated in its entirety to provide as follows:
LIBOR = For any Payment Period, the per annum rate for
----- deposits in United States dollars for a period of
30 days which appears on Telerate Page 3750 as of
11:00 a.m., London time, on the second Business Day
preceding the first day of such Payment Period.
4. The definition of "Daily Margin" in Exhibit No. 1 to Annex E to Schedule No. 1 is hereby amended and restated in its entirety to provide as follows:
Daily Margin = With respect to Non-Assigned Advance Outstanding,
------------ the "Daily Margin" (determined pursuant to the
pricing grid set forth below) / 360
Guarantor's Senior Unsecured
Credit Rating "Daily Margin"
------------------------------------------------
A-/A3 and higher 75
BBB+/Baa1 90
BBB/Baa2 105
BBB-/Baa3 120
BB+/Ba1 380
BB/Ba2 and below, withdrawn,
suspended or terminated 450
= With respect to Assigned Advance Outstanding, the
"Daily Margin" (determined pursuant to the pricing
grid set forth below) / 360
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