Exhibit 4.9(g)
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AMENDMENT NUMBER 7 TO
SECURITY AGREEMENT
AMENDMENT NUMBER 7 TO SECURITY AGREEMENT (this "Amendment"), dated as
of February 26, 2002 by and among UNION ACCEPTANCE FUNDING CORPORATION, an
Indiana corporation, as Seller (in such capacity, the "Seller"), UAFC-1
CORPORATION, a Delaware corporation, as debtor (in such capacity, the "Debtor"),
UNION ACCEPTANCE CORPORATION, an Indiana corporation ("UAC"), individually and
in its capacity as collection agent (in such capacity, the "Collection Agent"),
ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company") and BANK
OF AMERICA, N.A., a national banking association ("Bank of America"),
individually and as collateral agent for the Company and the Bank Investors (in
such capacity, the "Collateral Agent") amending that certain Security Agreement
dated as of May 25, 2000 (the "Security Agreement").
WHEREAS, the parties hereto mutually desire to make certain amendments
to the Security Agreement as hereinafter set forth.
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 Security Agreement.
(a) Section 1.1 of the Security Agreement is hereby amended by deleting the
definition of "Commitment Termination Date" and replacing it with the following
(solely for convenience changed language is italicized):
""Commitment Termination Date" shall mean May 28, 2002, or such later
date to which the Commitment Termination Date may be extended by the
Debtor, the Agent and the Bank Investors not later than 30 days prior to
the then current Commitment Termination Date."
(b) Section 1.1 of the Security Agreement is hereby amended by deleting the
definition of "Termination Date" and replacing it with the following (solely for
convenience changed language is italicized):
""Termination Date" shall mean the earliest of (i) that Business Day
designated by the Debtor to the Agent as the Termination Date at any time
following 60 days' written notice to the Agent, (ii) the date of
termination of the liquidity commitment of the Liquidity Provider under the
Liquidity Provider Agreement, (iii) the date of termination of the
commitment of the Credit Support Provider under the Credit Support
Agreement, (iv) the day on which a Termination Event occurs pursuant to
Section 7.1, (v) two business days prior to the Commitment Termination
Date, or (vi) May 28, 2002, unless extended prior to such date by an
agreement between the Company, the Agent and the Bank Investors."
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 Debtor, the Collection Agent, the Agent, the
Administrative Agent or the Collateral Agent under the Security Agreement.
SECTION 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. 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 5. Ratification. Except as expressly affected by the
provisions hereof, the Security 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 Security
Agreement to "this Agreement", "hereunder", "herein" or words of like import
shall mean and be a reference to the Security Agreement as amended by this
Amendment.
SECTION 6. 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 the Collateral Agent and (ii) the Collateral Agent
shall have received a fully executed copy of this Amendment.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment Number 7 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
UAFC-1 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/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title:
UNION ACCEPTANCE CORPORATION,
individually and as Collection Agent
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title:
BANK OF AMERICA, N.A.,
individually and as Collateral Agent
and Bank Investor
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
