Document

 EXHIBIT 10.3

PLAZA TRUST
c/o Royal Bank of Canada
200 Bay Street, Royal Bank Plaza
2nd Floor, North Tower
Toronto, ON, M5J 2W7


May 2, 2022
First Insurance Funding of Canada Inc.
c/o Wintrust Financial Corporation
9700 West Higgins Road, Suite 800
Rosemont, IL  60018
Attention:    Mr. David Dykstra, Vice Chairman and Chief Operating Officer
Dear Sirs:
Receivables Purchase Agreement dated as of December 16, 2014 as amended by amending agreements dated December 15, 2015, September 9, 2016, December 15, 2017, June 29, 2018, February 15, 2019, May 27, 2019, January 15, 2020, May 20, 2020, January 15, 2021 and May 2, 2022 (as amended, supplemented, modified, restated or replaced from time to time, the “RPA”) between First Insurance Funding of Canada Inc. (the “Seller”) and Plaza Trust (the “Purchaser”)
All capitalized terms used but not defined herein shall have the meanings given to them in the RPA.  This letter agreement is the Fee Letter under the RPA and replaces the fee letter dated January 15, 2021.  For good and valuable consideration, the Seller and the Purchaser hereby agree as follows:
1.Funding Cost Rate.  The “Funding Cost Rate” in respect of each day during a Settlement Period shall be the weighted average (weighted based on the relative portions of the Aggregate Net Investment funded) of the following rates:
(a)with respect to that portion of the Aggregate Net Investment funded in a multi-seller conduit through the issuance of Commercial Paper, a rate equal to the CP Rate plus 0.775%; 
(b)with respect to that portion of the Aggregate Net Investment funded in a multi-seller conduit other than through the issuance of Commercial Paper, a rate equal to the Prime Rate; and
(c)with respect to that portion of the Aggregate Net Investment funded not in a multi-seller conduit, a rate equal to the CDOR Rate on such day plus 1.00%;
provided, on each day where a Termination Event has occurred and is continuing, the Funding Cost Rate will be the Prime Rate plus 2.00% per annum.
2.CDOR Rate.  For the purposes of paragraph 1(c) above, “CDOR Rate” means, on any day, an annual rate of interest equal to the average rate applicable to Canadian dollar bankers’ acceptances for a one-month period appearing on the Bloomberg Screen ALLX CDOR<GO> Page at approximately 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day, provided that if such rate does not appear on the Bloomberg Screen ALLX CDOR<GO> Page on such day as 





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contemplated, then the CDOR Rate on such day will be calculated as the average of the rates for such period applicable to Canadian dollar bankers’ acceptances quoted by the banks listed in Schedule I of the Bank Act (Canada) as of 10:00 a.m. on such day or, if such day is not a Business Day, then on the immediately preceding Business Day; provided that, if pursuant to the above, the CDOR Rate is determined on any day to be a negative number, then the CDOR Rate will be deemed to be zero on such day. If the Purchaser has determined that the CDOR Rate has been discontinued and an alternative reference rate has been selected by a central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof), or identified through any other applicable regulatory authority or legislative action or guidance, that is consistent with accepted market practice, the Purchaser will use such alternative rate as a substitute for the CDOR Rate for each future Settlement Period and will advise the Seller of such rate. As part of such substitution, the Purchaser will make such adjustments to such alternative rate or the spread thereon, as well as the business day convention, determination dates and related provisions and definitions, in each case that are consistent with accepted market practice or applicable regulatory or legislative action or guidance for the use of such alternative rate for loan obligations such as the Aggregate Net Investment, as determined by the Purchaser and reported to the Seller. If, with respect to any future Settlement Period or other applicable calculation period, the Purchaser determines that the CDOR Rate has been discontinued, but there is no clear market consensus as to whether any rate has replaced the CDOR Rate in customary market usage, the Purchaser may, in its sole discretion, determine the alternative rate and make any adjustments thereon, which determinations will be conclusive and binding on the Seller and the Purchaser in the absence of manifest error, and use such alternative rate as a substitute for the CDOR Rate for the current Settlement Period and for each subsequent Settlement Period. If the Purchaser is unable to determine a rate for a particular Settlement Period in accordance with any of the foregoing methods, the CDOR Rate for such Settlement Period will be the rate determined by the Purchaser for the last preceding Settlement Period for which the Purchaser was able to determine a rate in accordance with one of the foregoing methods.
3.CP Rate. For the purposes of 1(a) above, “CP Rate” means, for each day during a Settlement Period, the weighted average annual rate of interest applicable to all Commercial Paper (other than subordinated Commercial Paper) outstanding during such Settlement Period; provided that (x) any such Commercial Paper may be issued in either United States dollars or Canadian dollars with the appropriate market rate currency swap agreements being entered into to match such issuance to the funding requirements of the Purchaser, and (y) the weighted average annual rate of interest at which such Commercial Paper is issued in respect of each day during a Settlement Period shall reflect any costs incurred by the Purchaser in connection with any such market rate currency swap agreements and any cost amounts payable to holders of such Commercial Paper in connection with any redemptions or repurchases of such Commercial Paper.  
4.Notice.  The Purchaser shall provide to the Seller at least 1 Business Day before each Reporting Date, a report as to the Funding Cost Rate and the Funding Costs in respect of the related Settlement Period.  For the purposes of preparing such report and completing the settlements on the related Settlement Date, the Purchaser will assume that the Funding Cost Rate remains constant during the period from the day of delivery of such report to the last day of the related Settlement Period (a “stub period”). To the extent the actual Funding Cost Rate for each day during a stub period is different than the assumed Funding Cost Rate during the stub period, an appropriate adjustment to the Funding Costs for the following Settlement Period will be made, the details of which will be included in the report under this section 4 for that Settlement Period.        
			
	







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5.Non-Utilization Fee.  The Seller shall pay to the Purchaser on each Settlement Date a non-utilization fee equal to the sum of the amounts calculated for each day during the Settlement Period ending immediately prior to such Settlement Date which is equal to (x) 0.375%, multiplied by (y) the amount, if any, by which the Facility Limit exceeds the Aggregate Net Investment on such day and divided by (z) 365.  
6.Renewal Fee.  The Seller shall pay to the Agent, for its sole account, on the date hereof, a fully-earned and non-refundable renewal fee equal to $210,000.
This Fee Letter shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.  This Fee Letter may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same agreement.  This Fee Letter may be executed and delivered by facsimile or other electronic transmission of a manually signed counterpart. 
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Yours truly,
												
			CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST, by its Financial Services Agent, ROYAL BANK OF CANADA

	By:	/a/Nur Khan
		Name:    Nur Khan
		Title:    Authorized Signatory
		
	By:	/s/Ian Benaiah
			Name:    Ian Benaiah
			Title:    Authorized Signatory






Agreed and accepted to by the undersigned as of the    2nd     day of May, 2022.
												
	FIRST INSURANCE FUNDING OF CANADA INC. 


		
	By:	/s/John Martin
		Name:    John Martin
		Title:    SVP Finance
		
	By:	/s/Stuart Bruce
		Name:    Stuart Bruce	
		Title:    CEO	














    
			
	



Signature Page to Amended and Restated Fee Letter