AMENDMENT NUMBER 6 TO
TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 6 TO TRANSFER AND ADMINISTRATION AGREEMENT (this
"Amendment"), dated as of December 23, 1996 between UNION ACCEPTANCE FUNDING
CORPORATION, a Delaware corporation, as transferor (in such capacity, the
"Transferor"), UNION ACCEPTANCE CORPORATION, an Indiana corporation, as
collection agent (in such capacity, the "Collection Agent") , and ENTERPRISE
FUNDING CORPORATION, a Delaware corporation (the "Company") amending that
certain Transfer and Administration Agreement dated as of June 27, 1995, as
amended as of September 8, 1995, September 29, 1995, March 1, 1996, September 5,
1996 and October 31, 1996 (the "Transfer and Administration Agreement").
WHEREAS, the Transferor and the Company have agreed to make certain
amendments to the Transfer and Administration Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Amendment and except as
otherwise provided in this Section 1, capitalized terms shall have the same
meanings assigned thereto in the Transfer and Administration Agreement:
(a) Section 1.1 of the Transfer and Administration Agreement is hereby
amended by the addition of the following definition in the appropriate
alphabetic location:
"Acquisition Subsidiary" shall mean a wholly owned subsidiary
of UAC which has entered into (i) agreements with dealers in certain
states for the origination or purchase of Receivables, and (ii) an
agreement with UAC pursuant to which UAC acquires all Receivables
originated or purchased by such Acquisition Subsidiary.
(b) The definition of "Eligible Receivables" is hereby amended by
deleting paragraph (i) therefrom and replacing it with the following text
(solely for convenience of reference, the revised language in this definition is
italicized):
"(i) (A) which shall have been either (x) originated by or
through a factory authorized dealer located in the United States and
which, together with the Contract related thereto, shall have been
validly assigned by such dealer to an Acquisition Subsidiary, UAC or
UFSB pursuant to the terms of such Contract, for the retail sale of the
related Financed Vehicle in the ordinary course of its business, shall
have been validly assigned to UAC if such Receivable had been assigned
by such a dealer to an Acquisition Subsidiary, shall have been validly
assigned to UAC if such Receivable had been assigned by such a dealer
to UFSB, shall have been fully and properly executed by the parties
thereto, and
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shall have been advanced directly to or for the benefit of the Obligor
for the purchase of the related Financed Vehicle, or (y) originated by
an Acquisition Subsidiary or UAC, for the retail sale of the related
Financed Vehicle in the ordinary course of its business, shall have
been validly assigned to UAC if such Receivable had been originated by
an Acquisition Subsidiary, shall have been fully and properly executed
by the parties thereto, and shall have been advanced directly to or for
the benefit of the Obligor for the purchase of the related Financed
Vehicle, (B) shall have been sold by UAC to the Transferor pursuant to
the Sale and Purchase Agreement and to which the Transferor has good
title thereto, free and clear of all Adverse Claims, and (C) the
Contract related to which shall contain customary and enforceable
provisions such that the rights and remedies of the holder thereof
shall be adequate for the realization against the collateral of the
benefits of the security provided thereby;
SECTION 2. Limited Scope. This amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Company, the Transferor, Union Acceptance
Corporation, the Collection Agent, the Administrative Agent or the Collateral
Agent under the Transfer and Administration Agreement.
SECTION 3. Consent to Amendment of Sale and Purchase Agreement. Without
implying any amendment or future waiver of rights by the Company under the
Transfer and Administration Agreement, the Company hereby consents to the
execution and delivery by the Transferor of the Second Amendment and Restatement
of Sale and Purchase Agreement dated as of December 23, 1996.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 5. Severability; Counterparts. This Amendment may be executed
in any number of counterparts and by 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
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 6. Ratification. Except as expressly affected by the provisions
hereof, the Transfer and Administration Agreement as amended shall remain in
full force and effect in accordance with its terms and ratified and confirmed by
the parties hereto. On and after the date hereof, each reference in the Transfer
and Administration Agreement to "this
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Agreement", "hereunder", "herein" or words of like import shall mean and be a
reference to the Transfer and Administration Agreement as amended by this
Amendment.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 6 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
UNION ACCEPTANCE FUNDING
CORPORATION
as Transferor
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary
UNION ACCEPTANCE CORPORATION
As Collection Agent
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: President
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