EXHIBIT 4.15
AMENDMENT NO. 1
to
SALE AND SERVICING AGREEMENT
between
ONYX ACCEPTANCE OWNER TRUST 2003-B
as Issuer,
ONYX ACCEPTANCE FINANCIAL CORPORATION
as Seller,
ONYX ACCEPTANCE CORPORATION
as Servicer,
and
CITIBANK, N.A.
as Indenture Trustee and Trust Agent
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Dated as of November 14, 2003
This Amendment No. 1 to Sale and Servicing Agreement between Onyx
Acceptance Owner Trust 2003-B, as Issuer, Onyx Acceptance Financial Corporation,
as Seller, Onyx Acceptance Corporation, as Servicer, and Citibank, N.A., as
Indenture Trustee and Trust Agent (this "Amendment") is dated and effective as
of November 14, 2003.
WHEREAS, the parties hereto entered into the Sale and Servicing
Agreement, dated as of May 1, 2003 (the "Sale and Servicing Agreement");
WHEREAS, the parties hereto desire to modify certain provisions of the
Sale and Servicing Agreement relating to the rights and obligations of the
Back-up Servicer;
WHEREAS, Section 9.01 of the Sale and Servicing Agreement permits the
amendments contemplated herein by the Issuer, the Seller, the Servicer, the
Indenture Trustee and the Trust Agent without the consent of any Noteholders,
provided the Rating Agency Condition is satisfied and the consent of the Insurer
is obtained;
WHEREAS, the parties hereto have notified the Rating Agencies and have
confirmed that the Rating Agency Condition has been satisfied with respect to
this Amendment;
WHEREAS, the parties hereto wish to amend the Sale and Servicing
Agreement;
NOW, THEREFORE, the parties hereto agree that the Sale and Servicing
Agreement is hereby amended as follows:
SECTION 1. EFFECTIVE DATE. This Amendment shall be effective as of
November 14, 2003.
SECTION 2. DEFINITIONS.
(a) Capitalized Terms. For purposes of this Amendment, all capitalized
terms used and not otherwise defined herein have the meanings set forth in the
Sale and Servicing Agreement.
(b) Amendment of Section 1.01. The following defined term is hereby
amended and restated in its entirety as follows:
"SERVICER" means Onyx in its capacity as the servicer of the
Contracts under Section 3.01, and, in each case upon succession in
accordance herewith, each Successor Servicer; provided, however, that
the Back-up Servicer, if appointed Successor Servicer, shall succeed
only to those responsibilities, duties and liabilities of the Servicer
described hereunder as may be set forth in or modified by the Back-up
Servicing Agreement.
SECTION 3. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. The first
paragraph of Section 7.02 is hereby amended and restated in its entirety as
follows:
Except as otherwise provided in this Section 7.02, upon the
termination or resignation of the Servicer, the Insurer shall appoint
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a successor servicer (the "Successor Servicer"), which Successor
Servicer shall succeed to all the responsibilities, duties and
liabilities of the Servicer hereunder other than the obligation of the
Servicer to purchase Contracts pursuant to Section 3.07 of this
Agreement. If the Insurer fails to appoint a Successor Servicer within
ten (10) Business Days of the termination or resignation of the
Servicer, the Back-up Servicer, if any, shall become the Successor
Servicer pursuant to the terms of the Back-up Servicing Agreement. In
such case, the Back-up Servicer shall assume the servicing obligations
and duties of the Servicer in accordance with Section 2.1(b) of the
Back-up Servicing Agreement but shall not be obligated to purchase
Contracts pursuant to Section 3.07 of this Agreement. Upon its
appointment as Successor Servicer, any Successor Servicer appointed
pursuant to the provisions of this Section 7.02, other than the Back-up
Servicer, shall be entitled to that portion of the Servicing Fee
payable to the Servicer and such other compensation (whether payable
out of the Collection Account or otherwise) as the Servicer would be
entitled to under this Agreement. The Back-up Servicer shall be
entitled to such compensation specified in the Back-Up Servicing
Agreement.
SECTION 4. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND THE OBLIGATIONS, RIGHTS,
AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS, EXCEPT THAT THE DUTIES OF THE TRUST AGENT AND THE
INDENTURE TRUSTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
SECTION 6. INSURER INSTRUCTION TO OWNER TRUSTEE. By its consent hereto,
the Insurer hereby confirms that no Insurer Default has occurred and is
continuing and authorizes and instructs the Owner Trustee to execute and deliver
this Amendment, on behalf of the Issuer.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Sale and Servicing Agreement to be duly executed and delivered as of the day
and year first above written.
ONYX ACCEPTANCE OWNER TRUST 2003-B
as Issuer
By: Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Owner Trustee
By:___________________________________________
Name:_________________________________________
Title:________________________________________
ONYX ACCEPTANCE FINANCIAL
CORPORATION, as Seller
By:________________________________________________
Xxxxxxx X. Krahelski
Senior Vice President
ONYX ACCEPTANCE CORPORATION, as
Servicer and Custodian
By:________________________________________________
Xxx X. Xxxxx
Executive Vice President and
Chief Financial Officer
CITIBANK, N.A., not in its individual capacity but
solely as Indenture Trustee and as Trust Agent
By:________________________________________________
Name:______________________________________________
Title:_____________________________________________
Amendment No. 1 to Sale and Servicing Agreement (2003-B) - Signature Page
Consented to:
MBIA INSURANCE CORPORATION
By:
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Name:
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Title:
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