Exhibit4.7(h)
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AMENDMENT NUMBER FIVE TO
AMENDED AND RESTATED SECURITY AGREEMENT
This Amendment, dated as of June 7, 2001 (this " (this "Amendment"), is
made by UNION ACCEPTANCE FUNDING CORPORATION, an Indiana corporation, as Seller
(the "Seller"), UAFC CORPORATION, as debtor (the "Debtor'), UNION ACCEPTANCE
CORPORATION, individually ("UAC"), and as collection agent (in such capacity,
the "Collection Agent"), ENTERPRISE FUNDING CORPORATION, (the "Company"), MBIA
INSURANCE CORPORATION, as financial guaranty insurer (the "Insurer") and BANK OF
AMERICA, N.A., individually ("Bank of America"), and as collateral agent and
agent for the Company, the Bank Investors, and the Insurer (in such capacities,
the "Collateral Agent"), pursuant to Section 9.2 of the Security Agreement (as
defined below) among the Seller, the Debtor, UAC, the Collection Agent, the
Company, the Insurer, Bank of America and the Collateral Agent.
WHEREAS, the Seller, the Debtor, UAC, the Collection Agent, the Company,
the Insurer, Bank of America and the Collateral Agent are parties to the Amended
and Restated Security Agreement dated as of May 12, 2000 (as the same may be
amended, supplemented or otherwise modified from time to time, the "Security
Agreement");
WHEREAS, the parties have agreed to amend the Security Agreement as
hereinafter provided;
NOW, THEREFORE, the parties hereby agree as follows:
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Security Agreement.
AMENDMENT. The definition of Noteholder's Percentage set forth in Section
1.1 of the Security Agreement shall be amended, solely for the Determination
Date occurring on June 7, 2001, by deleting it in its entirety and restated it
as follows:
"The Noteholder's Percentage shall mean 98.25%."
WAIVER. The Termination Event contained in Section 7.1(m) of the Security
Agreement, requiring that the Net Yield, as of the June 7, 2001 Determination
Date, exceed 2.00% shall be waived, solely for the Determination Date occurring
on June 7, 2001.
FULL FORCE AND EFFECT. Except as specifically set forth herein, the
Security Agreement is and shall be, in full force and effect and are hereby in
all respects ratified and confirmed.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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.
EFFECTIVENESS. This Amendment shall become effective as of the date first
written above when (i) counterparts of this Amendment shall have been executed
by each of the Seller, Debtor, UAC, the Collection Agent, the Company, Bank of
America and Collateral Agent and (ii) the Collateral Agent shall have received a
fully executed copy of this Amendment.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 5 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
As Company
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Vice President
UAFC CORPORATION, as Debtor
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
UNION ACCEPTANCE FUNDING
CORPORATION, as Seller
By: /s/ Xxxx X. Xxxxx
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Name:
Title:
UNION ACCEPTANCE CORPORATION,
Individually and as Collection Agent
By: /s/ Xxxxxxx X. Xxxx
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Name:
Title:
MBIA INSURANCE CORPORATION, as Insurer
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Director
BANK OF AMERICA, N.A.,
Individually and as Collateral Agent,
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
