AMENDMENT NUMBER 2 TO
SECURITY AGREEMENT
AMENDMENT NUMBER 2 TO SECURITY AGREEMENT (this "Amendment"), dated as
of September 30, 2000 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 and agent for the Company and the Bank
Investors, and as administrative agent (in such capacities, the "Collateral
Agent", the "Agent" and the "Administrative Agent", respectively) 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 as signed thereto in the Security Agreement.
Exhibit C of the Security Agreement is hereby amended by deleting
subsection (a) and replacing it with the following (solely for convenience
changed language is italicized):
"(a) permit its Tangible Net Worth to be less than, at any time,
the sum of (x) $86,000,000, plus (y) one hundred percent
(100%) of the net proceeds of any equity offering by the
Collection Agent (whether public or private) which occurs
subsequent to the Closing Date, plus (z) eighty percent (80%)
of Net Income for the period from April 1, 2000 through the
date of determination; provided that for purposes of
calculating the Collection Agent's Tangible Net Worth, in no
event shall the Collection Agent's Net Income be less than
zero."
SECTION 2. Representations and Warranties. Each of the Debtor and the
Collection Agent, represent and warrant that all of its respective
representations and warranties described in Sections 3.1 and 3.2 of the Security
Agreement are true and correct as of the date hereof as if such representations
and warranties were recited herein in their entirety.
SECTION 3. Payment of Expenses. The Debtor agrees to pay any reasonable
attorney's fees and expenses of the Agent, the Collateral Agent, the
Administrative Agent and the Company in connection with the preparation,
execution and delivery of this Amendment.
SECTION 4. 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 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. 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 7. 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.
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 2 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
UAFC-1 CORPORATION,
as Debtor
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
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
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President of Finance
BANK OF AMERICA, N.A.,
individually and as Collateral Agent, Administrative
Agent, Agent and Bank Investor
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Managing Director