AMENDMENT NO. 4 AND EXTENSION TO
RESTATED SECURED CREDIT AGREEMENT
This Amendment No. 4 and Extension to Restated Secured Credit Agreement
(this "Amendment") is entered into as of the 31st day of October, 1996 by and
among Universal Premium Acceptance Corporation (the "Company"), a Missouri
corporation, The First National Bank of Boston ("FNBB"), in its capacity as
agent for the Banks hereinafter referred to (in such capacity, the "Agent"), in
its individual capacity as a Bank and The Sumitomo Bank, Limited, as successor
to The Daiwa Bank, Limited ("Sumitomo"). Sumitomo and FNBB in its individual
capacity are herein referred to as the "Banks".
WITNESSETH:
WHEREAS, the Company, the Banks and the Agent are parties to that certain
Restated Secured Credit Agreement, dated as of July 29, 1994, as amended by
Amendment No. 1 to Restated Secured Credit Agreement dated as of August 14,
1995, Amendment No. 2 and Waiver to Restated Secured Credit Agreement dated as
of April 3, 1996 and Amendment Xx. 0, Xxxxxxxxx, Xxxxxx and Assignment to
Restated Secured Credit Agreement dated as of August 31, 1996 (as so amended,
the "Restated Secured Credit Agreement"); and
WHEREAS, the Company has requested the Agent and the Banks to extend the
maturity of the Restated Secured Credit Agreement for an additional two-month
period; and
WHEREAS, the Agent and the Banks are willing to modify the Restated
Secured Credit Agreement to reflect such extension on the terms and subject to
the conditions set forth below;
NOW, THEREFORE, in consideration of the premises set forth above, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Terms defined in the Restated Secured Credit Agreement
which are used herein shall have the same meanings as set forth in the Restated
Secured Credit Agreement unless otherwise defined herein.
2. EXTENSION OF MATURITY DATE. As provided in the Restated Secured
Credit Agreement, the Revolving Loan Commitment was set to expire on August 31,
1996, due to the Banks' having given notice of the occurrence of the Maturity
Date on such date as contemplated in the definition of "Maturity Date" set forth
in Section 10.1 of the Restated Secured Credit Agreement. By means of Amendment
Xx. 0, Xxxxxxxxx, Xxxxxx and Assignment to Restated Secured Credit Agreement
dated as of August 31, 1996, this date was extended to October 31, 1996; the
Banks now wish to extend this date for an additional two-month period.
Accordingly, the Banks hereby agree to extend the Maturity Date for an
additional period to December 31, 1996. This extension shall be effective
solely for the period described above and shall not be deemed to be an agreement
to grant any further extensions of the Maturity Date, or a waiver of any rights
or remedies that the Banks may now or hereafter exercise under the Restated
Secured Credit Agreement, including the right to receive payment in full of all
amounts then outstanding on December 31, 1996.
3. AMENDMENT TO RESTATED SECURED CREDIT AGREEMENT. Amendment Xx. 0,
Xxxxxxxxx, Xxxxxx and Assignment to Restated Secured Credit Agreement dated as
of August 31, 1996 inadvertently misstated the Revolving Loan Commitment of
FNBB. To correct this error, and effective as of August 31, 1996, Schedule 13.1
to the Restated Secured Credit Agreement is amended by deleting said schedule in
its entirety and substituting therefor a new Schedule 13.1 in the form attached
to this Amendment.
4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as
of the date first above written (or, in the case of paragraph 3 above, as of
August 31, 1996) when and only when the Agent has received the following:
(a) at least one copy (or counterparts) of this Amendment duly
executed and delivered by each of the parties hereto; and
(b) a certificate of the Secretary or an Assistant Secretary of the
Company with respect to resolutions of the Board of Directors of the
Company authorizing the execution and delivery of this Amendment and the
performance of the Restated Secured Credit Agreement as amended hereby and
identifying the officer(s) authorized to execute, deliver and take all
other actions required under this Amendment, and providing specimen
signatures of such officers.
5. REPRESENTATIONS AND WARRANTIES, ETC.
(a) The Company represents and warrants to the Agent and the Banks that
(i) the Company has the corporate power and all necessary authority to execute
and deliver this Amendment, and (ii) each of this Amendment and the Restated
Secured Credit Agreement (as amended hereby) is the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
respective terms.
(b) The Company hereby reaffirms all covenants, representations and
warranties made in the Restated Secured Credit Agreement to the extent not
amended hereby and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the date of this Amendment.
6. REFERENCES, ETC.
(a) Upon and after the effectiveness of this Amendment, (i) each reference
in the Restated Secured Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Restated Secured Credit Agreement as amended hereby, and (ii) each reference to
the Restated Secured Credit Agreement in all other Bank Agreements and other
related documents shall mean and be a reference to the Restated Secured Credit
Agreement, as amended hereby.
(b) Except as specifically amended or waived above, the terms of the
Restated Secured Credit Agreement, the Notes, the Security Agreement and all
other Bank Agreements shall remain in full force and effect and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as an amendment to, or a waiver of,
any provisions of the Restated Secured Credit Agreement or any right, power or
remedy of the Agent of the Banks.
7. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the internal laws (as opposed to the conflicts of law
provisions) of The Commonwealth of Massachusetts.
8. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
9. COUNTERPARTS, ETC. This Amendment may be executed by one or more of
the parties to the Amendment on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of this Amendment may be made by telecopy of a duly signed
counterpart hereof.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.
UNIVERSAL PREMIUM ACCEPTANCE
CORPORATION
By:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
INDIVIDUALLY AND AS AGENT
By:
Title:
THE SUMITOMO BANK, LIMITED
By:
Title:
By:
Title: