EXHIBIT 10.7(d)
Execution Copy
AMENDMENT NO. 3 TO
MASTER TRUST ACCOUNT AGREEMENT
THIS AMENDMENT NO. 3 TO MASTER TRUST ACCOUNT AGREEMENT (this "Amendment")
is made as of August 1, 2004 by and among UNION ACCEPTANCE CORPORATION ("UAC"),
individually and as predecessor servicer (the "Predecessor Servicer"), UAC
SECURITIZATION CORPORATION ("UACSC") as seller, BNY MIDWEST TRUST COMPANY, as
successor to the corporate trust administration of Xxxxxx Trust and Savings
Bank, as indenture trustee under the various Indentures described below other
than the 2000-B Indenture (the "BNY Indenture Trustee"), and as trustee (the
"PSA Trustee") under the various Pooling and Servicing Agreements, THE BANK OF
NEW YORK, as indenture trustee under the 2000-B Indenture (the "BONY Indenture
Trustee" and together with the BNY Indenture Trustee and the PSA Trustee, the
"Trustees"), WILMINGTON TRUST COMPANY, as master trustee (the "Master Trustee"),
SYSTEMS & SERVICES TECHNOLOGIES, INC., ("SST" and, in its capacity as servicer
or successor servicer under the Servicing Agreements, "Servicer" or "Successor
Servicer"), JPMORGAN CHASE BANK, as master trust paying agent (the "Master Trust
Paying Agent"), MBIA INSURANCE CORPORATION, as financial guaranty insurer
("MBIA") and the CREDITOR REPRESENTATIVE (UAC, UACSC, the Trustees, the Master
Trustee, SST, the Master Trust Paying Agent, MBIA and the Creditor
Representative, each party in each of its capacities listed above, collectively
the "MTAA Parties").
PRELIMINARY STATEMENTS
WHEREAS, the MTAA Parties entered into that certain Master Trust Account
Agreement dated as of April 17, 2003, (as amended by Amendments No. 1 and No. 2,
dated as of October 7, 2003 and May 21, 2004, respectively, the "Master Trust
Agreement");
WHEREAS, the Master Trust Agreement contemplates the refinancing of certain
Transactions that are presently subject to the Master Trust Agreement through
the exercise by UACSC of clean up calls in connection with which UACSC may
reacquire certain motor vehicle receivables from certain eligible Trusts and
issue new non-recourse notes (the "UACSC Notes") backed by such reacquired motor
vehicle receivables;
WHEREAS, UACSC wishes to refinance certain additional Transactions,
including the 2000-A Transaction, that currently are not "Eligible Refinancing
Transactions" under the MTAA;
WHEREAS, UACSC expects that the refinancing of additional Transactions and
the issuance of UACSC Notes backed by the reacquired motor vehicle receivables
as described above will benefit the MTAA Parties;
WHEREAS, it is a condition precedent to the issuance of the UACSC Notes
that the MTAA Parties modify the Master Trust Agreement such that the UACSC
Notes be considered "Notes" thereunder;
WHEREAS, the MTAA Parties further desire to clarify the definition of
Adjusted Minimum Collateral Percentage to aid in determining the amount and
timing of distributions from the Master Trust Account;
WHEREAS, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto mutually desire to enter into this
Amendment as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the parties hereto agree as follows.
SECTION 1. General Definitions. Capitalized terms used herein shall have
the meanings assigned to such terms in the Master Trust Agreement.
SECTION 2. Amendments to the Master Trust Agreement.
(a) Section 1.01 of the Master Trust Agreement is hereby amended to
modify the definitions of "Adjusted Minimum Collateral Percentage" and
"Eligible Refinancing Transaction" as follows:
"Adjusted Minimum Collateral Percentage" means, with respect to any
Payment Date, the greatest of (A) 4.05%, (B) a fraction, expressed as a
percentage, equal to (i) the Total Cash Collateral as of the immediately
preceding Payment Date divided by (ii) the aggregate Outstanding Balance as
of the immediately preceding Payment Date, in both cases, after giving
effect to all distributions on such preceding Payment Date, or (C) in the
case of any Payment Date on or after September 8, 2004, the Adjusted
Minimum Collateral Percentage for the immediately preceding Payment Date.
"Eligible Refinancing Transaction" means each of (a) the 1998-A
Transaction; (b) the 1998-B Transaction; (c) the 1998-C Transaction; (d)
the 1998-D Transaction; (e) the PSC Transaction; (f) the 1999-A
Transaction; (g) the 1999-B Transaction; (h) the 1999-C Transaction; (i)
the 1999-D Transaction; (j) the 2000-A Transaction; and (k) any additional
Transaction the refinancing of which is agreed to by UACSC, UAC, MBIA and
the Creditor Representative, as evidenced by their respective execution and
delivery of a Consent and Designation in the form of Exhibit A hereto.
(b) The Master Trust Agreement is hereby amended to insert Exhibit A
attached hereto, as Exhibit A thereto.
SECTION 3. Direction and Waiver. By its signature hereto, each of UACSC and
MBIA, as the Control Party for the Transactions, hereby directs the Trustees to
execute and deliver this Amendment. Each of the parties hereto acknowledges and
agrees to the foregoing and agrees that compliance with this Amendment shall be
deemed to comply with the terms of the Transaction Documents and the Master
Trust Agreement, and that the Trustees shall have no liability to any party
hereto for acting in accordance with such direction.
SECTION 4. Conditions Precedent; Direction to Master Trustee. The Master
Trustee shall have received an executed counterpart of this Amendment from each
of the parties hereto.
Upon such receipt by the Master Trustee, the MTAA Parties (other than the Master
Trustee) hereby direct the Master Trustee to execute and deliver this Amendment.
SECTION 5. Reference to and Effect on the Master Trust Agreement. Except as
specifically set forth above, the Master Trust Agreement, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein and for the limited purposes set forth
herein, operate as a waiver of any right, power or remedy of any MTAA Party, nor
constitute a waiver of any provisions of the Master Trust Agreement, or any
other documents, instruments and agreements executed and/or delivered in
connection therewith.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED,
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.
SECTION 7. Counterparts. This Amendment may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original
and all such counterparts shall constitute one and the same instrument.
Next page is signature page.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, all as
of the day and year first above mentioned.
UNION ACCEPTANCE CORPORATION,
individually and as Predecessor Servicer
under each Servicing Agreement
By: /s/ Xxxx X. Xxx
-------------------------------------------------
Name: Xxxx X. Xxx
Title: President & CFO
UAC SECURITIZATION CORPORATION,
as Seller under each Grantor Trust Servicing
Agreement and Owner Trust Servicing
Agreement and Certificateholder
By: /s/ Xxxx Xxxxxxxx
-------------------------------------------------
Name: Xxxx Xxxxxxxx
Title: President
WILMINGTON TRUST COMPANY,
as Master Trustee
By: /s/ Xxxx Xxx Xxxxxxx
-------------------------------------------------
Name: Xxxx Xxx Xxxxxxx
Title: Assistant Vice President
BNY MIDWEST TRUST COMPANY,
not in its individual capacity but solely as
Indenture Trustee under the various Indentures other
than the 2000-B Indenture described in the Master
Trust Agreement and as Trustee under the various
Pooling and Servicing Agreements described in the
Master Trust Agreement
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
Signature Page to
Amendment No. 3 to
Master Trust Account Agreement
THE BANK OF NEW YORK, not
in its individual capacity
but solely as Indenture
Trustee under the 2000-B
Indenture described in the
Master Trust Agreement
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Agent
SYSTEMS & SERVICES TECHNOLOGIES, INC.,
as Servicer or Successor Servicer
under the Servicing Agreements
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
JPMORGAN CHASE BANK, as Master Trust Paying Agent
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
MBIA INSURANCE CORPORATION
By: /s/ Xxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
CREDITOR REPRESENTATIVE
By: Plan Committee under the Second
Amended Plan of Reorganization of
Union Acceptance Corporation
By: Xxxxxxx XxXxxxxxx LLP
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Partner
Signature Page to
Amendment No. 3 to
Master Trust Account Agreement
ACKNOWLEDGED AND AGREED:
WACHOVIA CAPITAL MARKETS, LLC
(Deal Agent for the UACSC Transaction)
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
VARIABLE FUNDING CAPITAL CORPORATION
(Noteholder on the UACSC Transaction)
By: Wachovia Capital Markets, LLC, as Attorney-in-Fact
By: /s/ Xxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Vice President
Signature Page to
Amendment No. 3 to
Master Trust Account Agreement
Exhibit A
MASTER TRUST ACCOUNT AGREEMENT
CONSENT AND DESIGNATION
This Consent and Designation dated ___________, 2004 is made by and among
UAC Securitization Corporation, as seller ("UACSC"), Union Acceptance
Corporation ("UAC"), MBIA Insurance Corporation, as financial guaranty insurer
("MBIA"), and the Creditor Representative, pursuant to the Master Trust Account
Agreement dated as of April 17, 2003, as amended (the "Master Trust Agreement"),
by and among UACSC, UAC, MBIA, the Creditor Representative, BNY Midwest Trust
Company, the Bank of New York, Systems & Services Technologies, Inc. and
JPMorgan Chase Bank.
RECITALS
A. Reference is made to the definition of "Eligible Refinancing
Transaction" in Section 1.01 of the Master Trust Agreement.
B. The parties hereto desire to designate additional Eligible Refinancing
Transactions as authorized by the Indenture.
NOW, THEREFORE, in accordance with such definition, the parties hereto
hereby agree that the ____________ Transaction shall be an "Eligible Refinancing
Transaction" under the Master Trust Agreement.
Capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Master Trust Agreement.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Designation to be duly executed and delivered as of the date first written
above.
UAC SECURITIZATION CORPORATION, as Seller
By:________________________________
Name:
Title:
UNION ACCEPTANCE CORPORATION
By:________________________________
Name:
Title:
MBIA INSURANCE CORPORATION, as
financial guaranty insurer
By:________________________________
Name:
Title:
CREDITOR REPRESENTATIVE
By: Plan Committee under the Second
Amended Plan of Reorganization of
Union Acceptance Corporation
By: Xxxxxxx XxXxxxxxx LLP
By:________________________________
Name:
Title:
