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EXHIBIT 10.100
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT is made as of March , 1999 (this "Amendment"), among
NATIONAL AUTO FINANCE COMPANY, INC., a Delaware corporation ("National Auto"),
CHASE MANHATTAN BANK DELAWARE, as Trustee (not in its individual capacity but as
the "Owner Trustee") of National Financial Auto Funding Trust, a Delaware
business trust ("Funding Trust"), and the undersigned Co-Trustees of Funding
Trust, pursuant to Section 10.03 of the First Amended and Restated Trust
Agreement, dated as of December 8, 1994 (the "Trust Agreement"), among
National Auto, the Trustee and the Co-Trustees identified therein. Each of the
undersigned hereby consents to the execution and delivery of this Amendment
pursuant to the Trust Agreement.
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties to the extent provided
herein:
1. Amendment to Section 6.04(e) of the Trust Agreement. Paragraph
(e) of Section 6.04 of the Trust Agreement is hereby amended and restated in its
entirety to read as follows:
(e) The Trust shall not create, incur, assume or suffer to exist any
indebtedness, whether current or funded, or any other liability other than any
fees and expenses under this Agreement, the Purchase Agreement, the Pooling and
Administration Agreement and any other Related Agreements, except (i) the NAFCO
Note, (ii) additional debt incurred in accordance with the Pooling and
Administration Agreement or (iii) additional debt, provided that the issuance of
such debt is permitted by the Purchase Agreement or any Pooling and Servicing
Agreement, Sale and Servicing Agreement or similar agreement (as such agreements
may have been amended or otherwise modified, or provisions thereof waived in
accordance with such agreements) pursuant to which the Trust has transferred
trust property in connection with a securitization or financing of such trust
assets as permitted by this Agreement.
2. Directions by National Auto to Trustee. National Auto, by its
execution of this Agreement, hereby directs the Owner Trustee of the National
Financial Auto Funding Trust, to execute and deliver the acceptance of this
Agreement on behalf of Funding Trust.
3. Definitions. Capitalized terms used but not defined herein shall
have the respective meanings assigned to such terms in the Trust Agreement.
4. Conditions to Effectiveness. This Amendment shall become
effective upon (a) the receipt by each party hereto (which, with respect to
Financial Security Assurance Inc. ("Financial Security"), shall be delivered to
the address for Financial Security set forth in paragraph 6 below) of
counterparts hereof executed and delivered on behalf of each of the parties
hereto and (b) the receipt by each of National Auto and the Trustees of an
executed copy (which copy need not be an original executed copy) of that certain
Consent made as of March , 1999, with respect to Financial
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Security's consent in writing to this Amendment and certain other actions by
National Auto and Funding Trust set forth therein.
5. Ratification. Except as expressly set forth herein, this
Amendment shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Trust
Agreements, all of which are hereby ratified and affirmed in all respects by
each of the parties hereto and shall continue in full force and effect. This
Amendment shall apply and be effective only with respect to the provisions of
the Trust Agreement specifically referred to herein and any references in the
Trust Agreement to the provisions of the Trust Agreement specifically referred
to herein shall be to such provisions as amended by this Amendment.
6. Address for Notices and Other Communications to Financial
Security. All notices and other communications to be given to Financial Security
hereunder shall be in writing (except as otherwise specifically provided herein)
and shall be mailed by registered mail or personally delivered or telecopied to
Financial Security as follows:
Financial Security Assurance Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Surveillance Department
Re: NAFCO Auto Finance 1995-1, 1996-1, 1997-1 and 1998-1 Trusts,
Automobile Loan Asset Backed Certificates
Confirmation: (000) 000-0000
Telecopy Nos.: (000) 000-0000, (000) 000-0000
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument. By its execution hereof, each of the parties hereto have consented
to this Amendment.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF), AND ALL LAWS OR RULES OF CONSTRUCTION OF
SUCH STATE SHALL GOVERN THE RIGHTS OF THE PARTIES TO THIS AMENDMENT AND THE
INTERPRETATION OF THE PROVISIONS OF THIS AMENDMENT.
9. Headings. The headings of paragraphs contained in this Amendment
are provided for convenience only. They form no part of this Amendment or the
Trust Agreements and shall not affect the construction or interpretation of this
Amendment or the Trust Agreements or any provisions hereof or thereof.
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Agreed and Consented to by:
By: CHASE MANHATTAN BANK DELAWARE
(as successor to Chase Manhattan Bank USA, NA.)
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title Trust Officer
Agreed and Consented to by:
NATIONAL AUTO FINANCE COMPANY, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice Chairman and
Chief Executive Officer
Agreed and Consented to by:
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Co-Trustee of National Financial Auto
Funding Trust
Agreed and Consented to by:
By: /S/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Co-Trustee of National Financial Auto
Funding Trust
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Acknowledged by:
NATIONAL FINANCIAL AUTO FUNDING TRUST
By: Chase Manhattan Bank Delaware,
not in its individual capacity but solely as
owner trustee of the National Financing Auto Funding Trust
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Trust Officer
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