Exhibit 10.46
Amendment No. 6 to Amended and Restated Motor Vehicle Installment Contract
Loan and Security Agreement
This AMENDMENT NO. 6 (this "Amendment") is made by and between THE FINANCE
COMPANY, a Virginia corporation ("Borrower") and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation ("Lender").
RECITALS
A. Borrower and Lender are parties to an Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement dated March 31, 2001,
as amended by Amendment No. 1 dated June 27, 2001, as amended by Amendment No. 2
dated November 29, 2001, as amended by Amendment No. 3 dated March 12, 2002, as
amended by Amendment No. 4 dated August 30, 2002, as amended by Amendment No. 5
dated October 7, 2002 (as so amended, the "Agreement").
B. Borrower and Lender desire to amend certain provisions of the
Agreement pursuant to the terms set forth in this Amendment.
In consideration of the premises, the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto,
Borrower and Lender agree as follows:
1. Defined Terms. Unless otherwise specified herein, all capitalized
terms used in this Amendment shall have the same meaning given to such term(s)
in the Agreement.
2. Amendments to Agreement. Subject to the conditions of subparagraph
(a) hereunder, the Agreement is hereby amended as follows:
(a) the following new section (Z) shall be added to the end of Exhibit
3.1 under Contract Eligibility Requirements:
"(Z) Contracts repurchased by Borrower from TFC Warehouse
Corporation I before September 30, 2002."
3. The parties hereto acknowledge that in July 2001, General Electric
Capital Corporation, a New York corporation, re-incorporated in the State of
Delaware and is now a Delaware corporation.
4. Incorporation of Amendment. The parties acknowledge and agree that
this Amendment is incorporated into and made a part of the Agreement, the terms
and provisions of which, unless expressly modified herein, or unless no longer
applicable by their terms, are hereby affirmed and ratified and remain in full
force and effect. To the extent that any term or provision of this Amendment is
or may be deemed expressly inconsistent with any term or provision of the
Agreement, the terms and provisions of this Amendment shall control. Each
reference to the Agreement shall be a reference to the Agreement as amended by
this Amendment. Nothing contained herein is intended, nor shall be construed to
be a notation or an accord and satisfaction of the outstanding Note or any of
Borrower's obligations to Lender.
4. Borrower Remains Liable. Borrower hereby confirms that the Agreement
and each document executed by Borrower in connection therewith continue
unimpaired and in full force and effect and shall cover and secure all of
Borrower's existing and future obligations to Lender. Nothing contained herein
is intended, nor shall be construed, to be a notation or an accord and
satisfaction of the outstanding liabilities or any of Borrower's other
obligations to Lender.
5. Headings. The paragraph headings contained in this Amendment are for
convenience of reference only and shall not be considered a part of this
Amendment in any respect.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois. Nothing herein shall preclude
Lender from bringing suit or taking other legal action in any jurisdiction.
7. 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 one and the same instrument.
8. Faxed Documents. In order to expedite the acceptance and execution
of this Amendment, each of the parties hereto agrees that a faxed copy of any
original executed document shall have the same binding effect on the party so
executing the faxed document as an original handwritten executed copy thereof.
IN WITNESS WHEREOF, the undersigned have entered into this Amendment
No. 6 as of October 18, 2002
GENERAL ELECTRIC CAPITAL CORPORATION
By: _________________________________
Title: ________________________________
THE FINANCE COMPANY
By: _________________________________
Title: ________________________________
