AMENDMENT TO FIRST AMENDED AND RESTATED
TRUST AGREEMENT OF NAFCO FUNDING TRUST
AMENDMENT (this "Amendment") dated as of November 21, 1995 to the
First Amended and Restated Trust Agreement of NAFCO Funding Trust dated as of
December 8, 1994 (the "Trust Agreement") among NATIONAL AUTO FINANCE COMPANY
L.P. ("Depositor"), THE CHASE MANHATTAN BANK (USA) ("Owner Trustee") and Xxxx
Xxxxxxx, Xxxxx Xxxx and Xxxxxx Xxxxx (collectively, the "Co-Trustees").
RECITALS
1. The Depositor intends to sell and National Financial Auto Funding
Trust (formerly known as NAFCO Funding Trust) ("Funding Trust") intends to
purchase certain contracts (the "Contract Assets") pursuant to a Purchase and
Contribution Agreement (the "Purchase and Contribution Agreement") dated as of
October 1, 1995 between the Depositor and Funding Trust.
2. The Depositor, the Owner Trustee and the Co-Trustees have agreed to
further amend the Trust Agreement as set forth below to provide for the sale of
the Contract Assets to Funding Trust, to ratify the name National Financial
Auto Funding Trust and to make certain other amendments as follows.
3. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Purchase and Contribution Agreement.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the Depositor,
the Owner Trustee and the Co-Trustees hereby amend the Trust Agreement as
follows:
1. The definition section is hereby amended as follows:
(a) by deleting the definition of "Closing Date" and
substituting the following therefore:
"Closing Date" means December 8, 1994 or November
21, 1995, as applicable with respect to the related
Purchase Agreement.
(b) by deleting the definition of "Pooling and
Administration Agreement" and substituting the
following therefore:
"Pooling and Administration Agreement" means,
collectively, the (i) Pooling and Administration
Agreement, dated as of December 8, 1994 by and among
the Trust, as transferor, the Depositor, as
Administrator, and Bankers Trust Company, as
Trustee, as the same may be further amended,
supplemented, amended and restated or otherwise
modified from time to time in accordance with the
terms thereof and (ii) Pooling and Servicing
Agreement, dated as of October 1, 1995 by and among
the Trust, as transferor the Depositor, as master
servicer and Xxxxxx Trust and Savings Bank, as
trustee, as the same may be further amended,
supplemented, amended and restated or otherwise
modified from time to time in accordance with the
terms thereof.
(c) by deleting the definition of "Purchase Agreement"
and substituting the following therefore:
"Purchase Agreement" means, collectively, the
agreements whereby the Receivables are sold to the
Trust by the Depositor, namely (i) the Receivables
Purchase Agreement, dated as~of December 8, 1994,
entered into between the Depositor and the Trust and
(ii) the Purchase and Contribution Agreement dated
as of October 1, 1995 between National Auto Finance
Company L.P. and the Trust.
2. Section 2.01 is hereby amended by adding the following language
after the last sentence thereof, "The name of the Trust is hereby ratified to
be and shall be National Financial Auto Funding Trust".
3. Section 8.01 is hereby amended by adding the following language
immediately after the language regarding Xxxxx Xxxx:
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Xxxxxx Xxxxx Lord Securities Corp.
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
4. Section 8.03(a) is hereby amended by adding the language:
";provided that, there shall be meetings not less than annually and records of
minutes of such meetings shall be maintained by the Trust." to the end of such
Section.
5. Section 10.07 is hereby amended by adding the words "Financial
Security Assurance Inc.", immediately following the word the "Depositor," in
the second line thereof.
6. The following Section is hereby added to the end of Article X:
10.13. Appointment of Secretary. Xxxxx Xxxxx is
hereby appointed as an officer of the Trust whose title shall
be Secretary. The Secretary shall have responsibility for
carrying out such actions of the Trust as shall have been
duly authorized and consented to by the Co-Trustees.
The parties hereto hereby authorize the Secretary to execute
on behalf of the Trust instruments and documents in
furtherance of the purposes of the Trust.
7. This Amendment amends the First Amended and Restated Trust
Agreement and supersedes the First Amended and Restated Servicing Agreemnet
solely with respect to the subject matter hereof.
8. Except as the terms and provisions of the Amended and Restated
Servicing Agreement shall have been amended and superseded hereby, the First
Amended and Restated Trust Agreement shall remain in full force and effect.
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9. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
amendment as of the date first provided above.
THE CHASE MANHATTAN BANK (USA)
By:
---------------------------
Name:
Title:
NATIONAL AUTO FINANCE COMPANY, L.P.
By: NATIONAL AUTO FINANCE CORPORATION,
its general partner
By:
---------------------------
Name:
Title:
CO-TRUSTEE
By:
---------------------------
Name: Xxxx Xxxxxxx
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CO-TRUSTEE
By:
---------------------------
Name: Xxxxx Xxxx
CO-TRUSTEE
By:
---------------------------
Name: Xxxxxx Xxxxx
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IN WITNESS WHEREOF, the parties hereto have executed this
amendment as of the date first provided above.
THE CHASE MANHATTAN BANK (USA)
By:
---------------------------
Name:
Title:
NATIONAL AUTO FINANCE COMPANY, L.P.
By: NATIONAL AUTO FINANCE CORPORATION,
its general partner
By:
---------------------------
Name:
Title:
CO-TRUSTEE
By:
---------------------------
Name: Xxxx Xxxxxxx
CO-TRUSTEE
By:
---------------------------
Name: Xxxxx Xxxx
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CO-TRUSTEE
By:
---------------------------
Name: Xxxxxx Xxxxx
The Depositor, as 99% beneficial owner of Funding Trust hereby consent
to the attached amendment to the First Amended and Restated Trust Agreement.
NATIONAL AUTO FINANCE COMPANY, L.P.
By: NATIONAL AUTO FINANCE CORPORATION,
its General Partner
By:
---------------------------
Name:
Title:
National Chartered Auto Corporation, as 1 % beneficial owner of
Funding Trust hereby consent to the attached amendment to the First Amended and
Restated Trust Agreement.
NATIONAL CHARTERED AUTO CORPORATION
By:
---------------------------
Name:
Title:
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