EXECUTION COPY
MASTER AMENDMENT TO LOAN AND
SECURITY AGREEMENTS
This MASTER AMENDMENT TO
LOAN AND SECURITY AGREEMENTS
("Amendment") dated as of March 19,
1997 is entered into between AEGIS
CONSUMER FINANCE, INC., a Delaware
corporation ("ACF"), AEGIS AUTO
FINANCE, INC. ("AAF") (AAF and ACF
are sometimes referred to
hereinafter individually as a
"Borrower" and collectively as the
"Borrowers") and III FINANCE LTD.,
a Cayman Islands company
("Lender").
Reference is hereby made
to the following agreements:
(i) that certain Loan
and Security Agreement dated
as of August 11, 1994 between
ACF and the Lender, as amended
(the "First ACF Loan
Agreement");
(ii) that certain Loan
and Security Agreement dated
as of September 28, 1994
between ACF and the Lender, as
amended (the "Second ACF Loan
Agreement");
(iii) that certain Loan
and Security Agreement dated
as of December 22, 1994
between ACF and the Lender, as
amended (the "Third ACF Loan
Agreement"); and
(iv) that certain Loan
and Security Agreement dated
as of March 22, 1995 between
ACF and the Lender, as amended
(the "Fourth ACF Loan
Agreement");
(v) that certain Loan
and Security Agreement dated
as of June 20, 1995 between
Aegis Auto Finance, Inc.,
("AAF") and the Lender (the
"First AAF Loan Agreement");
(vi) that certain Loan
and Security Agreement dated
as of September 25, 1995
between AAF and the Lender
(the "Second AAF Loan
Agreement");
(vii) that certain
Loan and Security Agreement
dated as of December 20, 1995
between AAF and the Lender
(the "Third AAF Loan
Agreement");
(viii) that certain Loan
and Security Agreement dated
as of March 22, 1996 between
AAF and the Lender (the
"Fourth AAF Loan Agreement");
(ix) that certain Loan
and Security Agreement dated
as of June 25, 1996 between
AAF and the Lender (the "Fifth
AAF Loan Agreement");
(xi) that certain Loan
and Security Agreement dated
as of September 12, 1996
between AAF and the Lender
(the "Sixth AAF Loan
Agreement"); and
(xii) that certain Loan
and Security Agreement dated
as of May 20, 1996 between AAF
and the Lender (the "AAF/MBIA
Loan Agreement").
The First ACF Loan Agreement, the
Second ACF Loan Agreement, the
Third ACF Loan Agreement and the
Fourth ACF Loan Agreement are
sometimes referred to herein
collectively as the "ACF Loan
Agreements" and individually as an
"ACF Loan Agreement". The First
AAF Loan Agreement, the Second AAF
Loan Agreement, the Third AAF Loan
Agreement, the Fourth AAF Loan
Agreement, the Fifth AAF Loan
Agreement, the Sixth AAF Loan
Agreement and the AAF/MBIA Loan
Agreement are sometimes referred to
herein collectively as the "AAF
Loan Agreements" and individually
as an "AAF Loan Agreement". The
ACF Loan Agreements and the AAF
Loan Agreements are sometimes
referred to herein collectively as
the "Loan Agreements" and each ACF
Loan Agreement and AAF Loan
Agreement is sometimes referred to
herein individually as a "Loan
Agreement".
Reference is also made to
that certain Loan and Security
Agreement dated as of November 8,
1993, as amended from time to time
(as so amended, the "Warehouse Loan
Agreement"), among Aegis Capital
Markets, Inc. ("Aegis Capital"),
Aegis Acceptance Corp. ("AAC"), AAF
and III Finance Ltd.
The Borrowers and the
Lender have agreed to amend the
Loan Agreements as hereinafter set
forth.
SECTION 1. Amendments to
the Loan Agreements. The Loan
Agreements are, effective the date
hereof and subject to the
satisfaction of the conditions
precedent set forth in Section 2
hereof, hereby amended as follows:
1.1 Amendment to Loan
Agreements. Notwithstanding
anything to the contrary in the
Loan Agreements, no further
advances shall be made under any of
the Loan Agreements.
1.2 Amendment by
Incorporation. In addition, each
of the Loan Agreements shall be
amended by incorporating by
reference the following provisions
of the Warehouse Loan Agreement
(which provisions shall only be
applicable to the Obligations (as
defined in the Warehouse Agreement)
which are being assumed by the
Borrowers pursuant to Section 3 of
this Amendment): Sections 1.1,
1.2, 1.3, 1.4, 1.5, 2.3, 2.4, 2.5,
5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7,
5.8, 5.9, 5.10, 5.11, 5.12, 5.13,
5.14, 6.1, 6.3, 6.4, 6.5, 6.6, 6.7,
6.8, 6.9, 7.1, 7.2, 8.1, 8.2, 8.3,
8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10,
8.11, 8.12 and 8.13 (the
"Incorporated Provisions").
1.3 AAF and ACF as
Borrower. AAF and ACF shall be a
"Borrower" (as that term is used in
the Incorporated Provisions) for
purposes of the Incorporated
Provisions.
1.4 Amendments to
Certain Incorporated Provisions.
Section 2.3 of the Incorporated
Provisions is amended in full to
read as follows:
"Section 2.3 Note. Upon
the assumption of the
Obligations by AAF and
ACF, the Borrowers shall
execute and deliver to
Lender an Amended and
Restated Note to evidence
the aggregate amount of
all Loans outstanding at
such time. The Amended
and Restated Note shall
be dated March 19, 1997
and shall mature on the
Termination Date. Lender
is hereby authorized to
endorse each repayment or
prepayment of principal
thereof on the schedule
attached to and
constituting a part of
the Note, which
endorsement shall
constitute prima facie
evidence of the accuracy
of the information so
endorsed; provided, that
failure by Lender to make
such endorsement shall
not affect the
obligations of Borrowers
hereunder or under the
Note. In lieu of
endorsing such schedule,
Lender is hereby
authorized, at its
option, to record such
repayments or prepayments
in its books and records,
such books and records
constituting prima facie
evidence of the accuracy
of the information
contained therein."
Section 2.4(a) of the Incorporated
Provisions is amended in full to
read as follows:
"Section 2.4 Interest.
(a) Borrowers hereby
jointly and severally
promise to pay to Lender
interest, quarterly in
arrears on the last
Business Day of each
calendar quarter and on
the date of any principal
prepayment hereunder
pursuant to Sections 2.5
and 7.1, on the unpaid
principal amount of each
Loan for the period
commencing on the date
such Loan was made until,
but not including, the
date such Loan shall be
paid in full. Except as
otherwise provided in
Section 2.4(b) below, all
Loans (including Hedging
Advances) shall bear
interest at a rate per
annum equal to 12%. Each
interest payment shall be
computed on the basis of
a 360-day year for the
actual number of days
elapsed."
SECTION 2. Conditions
Precedent. This Amendment shall
become effective and be deemed
effective as of the date first
above written, if, and only if, (a)
the outstanding Obligations (as
defined in Section 1.1 of the
Warehouse Loan Agreement) shall
have been paid down to
$23,357,834.12 and (b) the Lender
shall have received the following:
(i) counterpart
signature pages of this
Amendment, executed by each of
the parties hereto;
(ii) the acknowledgment
to this Amendment executed by
The Aegis Consumer Funding
Group, Inc.; and
(iii) the assignment
agreement executed by Aegis
Capital, AAC and AAF.
SECTION 3. Assumption and
Affirmation. Each of AAF and ACF
hereby (i) assumes all Obligations
(as such term is defined in Section
1.1 of the Incorporated
Provisions), (ii) agrees to be
bound by all terms of the
Incorporated Provisions as if it
was a "Borrower" thereunder and
(iii) reaffirms the security
interest granted to III Finance
Ltd. in the Collateral pursuant to
Section 6.1 of the Incorporated
Provisions.
SECTION 4. Covenants,
Representations and Warranties of
the Borrowers.
4.1 Upon the
effectiveness of this Amendment,
each Borrower hereby reaffirms all
covenants, representations and
warranties made by it in the Loan
Agreements to the extent the same
are not amended hereby and agrees
that all such covenants,
representations and warranties
shall be deemed to have been re-
made as of the effective date of
this Amendment.
4.2 Each Borrower hereby
represents and warrants that this
Amendment constitutes its legal,
valid and binding obligation,
enforceable against such Borrower
in accordance with its terms.
SECTION 5. Reference to
and Effect on the Loan Agreements.
5.1 Upon the effectiveness of
this Amendment, each reference in each of
the Loan Agreements to "this Agreement",
"hereunder", "hereof", "herein" or words of
like import shall mean and be a reference
to such Loan Agreement, as amended hereby,
and each reference to each such Loan
Agreement in any other document, instrument
or agreement executed and/or delivered in
connection with such Loan Agreement shall
mean and be a reference to such Loan
Agreement as amended hereby.
5.2 Except as specifically
amended above, each Loan Agreement and all
other agreements, documents and instruments
executed and/or delivered in connection
with any Loan Agreement shall remain in
full force and effect and are hereby
ratified and confirmed.
5.3 The execution, delivery and
effectiveness of this Amendment shall not
operate as a waiver of any right, power or
remedy of the Lender under any Loan
Agreement or any other agreement, document
or instrument executed in connection with
any Loan Agreement, nor constitute a waiver
of any provision contained therein, except
as specifically set forth herein.
SECTION 6. Execution in
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 and delivered shall be deemed to
be an original and all of which taken
together shall constitute but one and the
same instrument.
SECTION 7. Governing Law. This
Amendment shall be governed by and
construed in accordance with the laws of
the State of New York.
SECTION 8. Headings. Section
headings in this Amendment are included
herein for convenience of reference only
and shall not constitute a part of this
Amendment for any other purpose.
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be
executed by their respective officers
thereunto duly authorized as of the date
first above written.
III FINANCE
LTD.
By______________________________
Name:
Title:
AEGIS
CONSUMER FINANCE, INC.
By______________________________
Name:
Title:
AEGIS AUTO
FINANCE, INC.
By______________________________
Name:
Title:
ACKNOWLEDGMENT TO MASTER AMENDMENT TO
LOAN AND SECURITY AGREEMENTS
The Aegis Consumer Funding Group,
Inc., formerly known as CapStar Consumer
Finance, Inc., hereby consents to the
agreements of the Lender and the Borrowers
contained in the foregoing Master Amendment
to Loan and Security Agreements, and
reaffirms all of its obligations under each
of its Guaranties executed by it in
connection with each of the Loan
Agreements, which Guaranties shall remain
in full force and effect, before and after
giving effect to the amendments described
hereinabove, and each such Guaranty is
hereby ratified and confirmed.
THE AEGIS CONSUMER
FUNDING GROUP, INC.
formerly known
as CapStar
Consumer
Finance, Inc.
By______________________________
Name:
Title:
ASSIGNMENT AGREEMENT
Reference is made to that certain
Loan and Security Agreement dated as of
November 8, 1993, as amended from time to
time (as so amended, the "Warehouse Loan
Agreement"), among Aegis Capital Markets,
Inc. ("Aegis Capital"), Aegis Acceptance
Corp. ("AAC"), Aegis Auto Finance, Inc.
("AAF") and III Finance Ltd. Reference is
also made to that certain Master Amendment
to Loan and Security Agreements (the
"Amendment") dated as of March 14, 1997
among Aegis Consumer Finance, Inc. ("ACF"),
AAF and III Finance Ltd.
In consideration of ACF and AAF
assuming all Obligations (as such term is
defined in the Warehouse Loan Agreement) of
Aegis Capital, AAC and AAF, each of Aegis
Capital, AAC and AAF hereby assigns to ACF
and AAF, subject to the lien granted to III
Finance Ltd. pursuant to the Warehouse Loan
Agreement, all of its right, title and
interest in the property which constitutes
the Collateral (as such term is defined in
the Warehouse Loan Agreement) generated
prior to March 1, 1997 and not sold to
Norwest Bank Minnesota, National
Association, as Trustee, under that certain
Master Trust Agreement dated as of March 1,
1997 between Aegis Auto Funding Corp. IV
and the Trustee.
IN WITNESS WHEREOF, the parties
hereto have caused this Assignment
Agreement to be executed by their
respective officers thereunto duly
authorized as of the 19th day of March
1997.
AEGIS CAPITAL
MARKETS, INC.
By______________________________
Name:
Title:
AEGIS
ACCEPTANCE CORP.
By______________________________
Name:
Title:
AEGIS AUTO
FINANCE, INC.
By______________________________
Name:
Title:
