AMENDMENT NUMBER 3 TO
SECURITY AGREEMENT
AMENDMENT NUMBER 3 TO SECURITY AGREEMENT (this "Amendment"), dated as
of February 27, 2001 by and among UNION ACCEPTANCE FUNDING CORPORATION, an
Indiana corporation, as Seller (in such capacity, the "Seller"), UAFC-1
CORPORATION, a Delaware corporation, as debtor (in such capacity, the "Debtor"),
UNION ACCEPTANCE CORPORATION, an Indiana corporation ("UAC"), individually and
in its capacity as collection agent (in such capacity, the "Collection Agent"),
ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company") and BANK
OF AMERICA, N.A., a national banking association ("Bank of America"),
individually and as collateral agent for the Company and the Bank Investors (in
such capacity, the "Collateral Agent") amending that certain Security Agreement
dated as of May 25, 2000 (the "Security Agreement").
WHEREAS, the parties hereto mutually desire to make certain amendments
to the Security Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, and except as
otherwise provided in this Section 1, capitalized terms shall have the same
meanings assigned thereto in the Security Agreement.
(a) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Acceptable Hedging Arrangement" and replacing it with the
following (solely for convenience changed language is italicized):
""Acceptable Hedging Arrangement" means a hedging arrangement entered
into by the Collection Agent or the Debtor, between the Debtor and a swap
counterparty whose long-term debt obligations are rated investment grade by
Xxxxx'x and S&P, in compliance with Section 5.3 hereof, that locks in a fixed
spread of at least 600 basis points lower than the weighted average APR for the
Receivables based upon an amortization schedule determined using a 1.60% ABS
prepayment assumption or such other prepayment assumption as approved by the
Collateral Agent it being understood that funds on deposit in a prefunding
account established in connection with a securitization established by or on
behalf of the Debtor or an affiliate and certified by the Debtor to the
Collateral Agent as funds which will be applied to funding Receivables will
qualify as an Acceptable Hedging Arrangement so long as the weighted average
coupon of the securities issued in connection with such securitization is at
least 600 basis points lower than the weighted average APR for the Receivables."
(b) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Commitment Termination Date" and replacing it with the
following (solely for convenience changed language is italicized):
""Commitment Termination Date" shall mean February 26, 2002,
or such later date to which the Commitment Termination Date may be
extended by the Debtor, the Agent and the Bank Investors not later than
45 days prior to the then current Commitment Termination Date."
(c) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Termination Date" and replacing it with the following (solely
for convenience changed language is italicized):
""Termination Date" shall mean the earliest of (i) that
Business Day designated by the Debtor to the Agent as the Termination
Date at any time following 60 days' written notice to the Agent, (ii)
the date of termination of the liquidity commitment of the Liquidity
Provider under the Liquidity Provider Agreement, (iii) the date of
termination of the commitment of the Credit Support Provider under the
Credit Support Agreement, (iv) the day on which a Termination Event
occurs pursuant to Section 7.1, (v) two business days prior to the
Commitment Termination Date, or (vi) February 26, 2002, unless extended
prior to such date by an agreement between the Company, the Agent and
the Bank Investors."
SECTION 2. Limited Scope. This amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Debtor, the Collection Agent, the Agent, the
Administrative Agent or the Collateral Agent under the Security Agreement.
SECTION 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Severability; 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 shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 5. Ratification. Except as expressly affected by the provisions
hereof, the Security Agreement as amended shall remain in full force and effect
in accordance with its terms and ratified and confirmed by the parties hereto.
On and after the date hereof, each reference in the Security Agreement to "this
Agreement", "hereunder", "herein" or words of like import shall mean and be a
reference to the Security Agreement as amended by this Amendment.
SECTION 6. Effectiveness. This amendment shall become effective as of
the date first written above when (i) counterparts of this Amendment shall have
been executed by each of the Seller, Debtor, UAC, the Collection Agent, the
Company, Bank of America and the Collateral Agent and (ii) the Collateral Agent
shall have received a fully executed copy of this Amendment.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 3 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Vice President
UAFC-1 CORPORATION,
as Debtor
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
UNION ACCEPTANCE FUNDING
CORPORATION, as Seller
By: /s/ Xxxx Xxxxxxxxxx
----------------------------------
Name: Xxxx Xxxxxxxxxx
Title: President
UNION ACCEPTANCE CORPORATION,
individually and as Collection Agent
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
BANK OF AMERICA, N.A.,
individually and as Collateral Agent
and Bank Investor
By: /s/ Xxxxxxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title:
