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EXHIBIT 10.133
AMENDMENT NO. 1 TO SALE AND PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO SALE AND PURCHASE AGREEMENT (the "Amendment")
is made as of April 5, 2000 (the "Agreement"), by and between NUVELL CREDIT
CORPORATION, a Delaware corporation (the "Purchaser"), and NATIONAL FINANCIAL
AUTO FUNDING TRUST II, a Delaware business trust (the "Seller"), and NATIONAL
AUTO FINANCE COMPANY, INC., a Delaware corporation ("NAFI").
WHEREAS, the Seller and the Purchaser have entered into that certain
Sale and Purchase Agreement dated as of March 30, 2000 (the "Sale Agreement"),
pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to
purchase, the Contracts, as defined in the Sale Agreement; and
WHEREAS, the Seller and the Purchaser now desire to amend the Sale
Agreement, in the manner and to the extent stated herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Definitions.
Each capitalized term in this Agreement shall have the meaning ascribed
to it set forth in the Sale Agreement, unless otherwise stated in this
Amendment:
Section 2. Amendments to Agreement.
(a) Section 2.4 of the Sale Agreement is hereby amended by inserting
the following paragraph as subsection (a) of Section 2.4 and designating the
paragraph in Section 2.4 of the Sale Agreement as executed and delivered on
March 30, 2000 as subsection (b):
On April 5, 2000, the initial Closing Date, Purchaser shall
pay the aggregate Purchase Price of $_________ to: (i) First Union
National Bank, by wire transfer of immediately available funds to First
Union National Bank, ABA No: 000-000-000, Acct No: 145916-0000192 Acct
Type: General Ledger, Acct Name: Asset Securitization Division
Attention: Xxxxxx XxXxxxxx, Re: NAFCO, Inc., an amount equal to
$44,239,706.14 and (ii) the remainder of $___________ to Seller or the
Seller's designee, by wire transfer of immediately available funds to
an account specified by Seller.
(b) Subsection (b) of Section 2.4 is hereby amended in its entirety to
read as follows:
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On each Closing Date subsequent to the initial Closing Date,
Purchaser shall pay to Seller, by wire transfer of immediately
available funds to an account specified by Seller, an amount equal to
the aggregate Purchase Price for the Contracts purchased by the
Purchaser on such Closing Date.
(c) The Sale Agreement is hereby further amended by inserting the
following paragraph as Section 5.13:
NO PETITION. Notwithstanding any prior termination of this
Agreement, the Purchaser agrees that it shall not, for a period of one
year and one day following the initial Closing Date, acquiesce,
petition or otherwise invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against
the Seller under any Federal or State bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, custodian, sequestrator or
other similar official of the Seller or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of
the Seller. First Union National Bank shall be a third party
beneficiary of this Section 5.13.
Section 3. Governing Law.
This Amendment shall be governed by and construed in accordance with
the laws of the State of Florida without regard to principles of conflicts of
law.
Section 4. Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
Section 5. Effectiveness of Agreement.
Except as expressly amended by the terms of this Amendment, all terms
and conditions of the Sale Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, Seller, Guarantor and Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
NUVELL CREDIT CORPORATION,
as Purchaser
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Title: Executive Vice President
NATIONAL FINANCIAL AUTO FUNDING
TRUST II
as Seller
By: /s/ AUTHORIZED SIGNATURE
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Title:
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NATIONAL AUTO FINANCE COMPANY, INC.,
as Guarantor
By: /s/ AUTHORIZED SIGNATURE
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Title:
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