EXHIBIT 4.1
June 7, 2002
Union Acceptance Corporation
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxx
Re: Amendment to Note Purchase Agreement
Ladies and Gentlemen:
Reference is hereby made to the Note Purchase Agreement dated as of March
24, 1997 among Union Acceptance Corporation (the "Company") and the Purchasers
identified therein (the "Note Purchase Agreement"). All terms used herein which
are defined in the Note Purchase Agreement and not otherwise defined herein
shall have the meaning ascribed to them in the Note Purchase Agreement.
The Company has requested that certain terms of the Note Purchase Agreement
be amended. This letter amendment responds to that request. The amendment
contained in this letter amendment and the effectiveness thereof is subject to
the execution and delivery of this letter amendment by the Required Holders and
the Company.
Subject to the conditions set forth above, the Required Holders and the
Company hereby agree that the Note Purchase Agreement is hereby amended as
follows:
1. The definition of the term "Securitization" contained in Section 12.1 of
the Note Purchase Agreement is hereby amended and restated as follows:
"Securitization" means a public or private transfer of auto loan and
other consumer loans and related consumer contracts in the ordinary course
of business which transfer is recorded as a sale or secured financing
according to GAAP as of the date of such transfer, and by which the Company
or one of its Subsidiaries directly or indirectly securitizes a pool of
specified consumer auto loans or other consumer loans and related contracts
including but not limited to any such transactions involving the sale of
specified Auto Receivables or consumer receivables to a securitization
entity established for such purpose in connection with the issuance of
asset-backed securities and including without limitation the outstanding
UFSB and UACSC Grantor Trust or Auto Trust securitizations entered into by
the Company's predecessor or its Subsidiaries prior to the date of this
Agreement.
Except as hereby amended or otherwise modified, the Note Purchase Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects; each of the other Credit Documents shall remain in full force and
effect after the amendment of the Note Purchase Agreement contemplated hereby
and each such other Credit Document is hereby ratified and confirmed in all
respects. This letter amendment may be executed in any number of counterparts
and by different parties on separate counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same letter amendment. This letter amendment shall be a
contract made and governed under the internal laws of the State of New York.
The terms and provisions of the above letter amendment to the Note Purchase
Agreement are hereby agreed and consented to. As additional consideration for
the amendments contained in the above letter agreement, the Company hereby
confirms that all information provided to the Purchasers in connection with this
amendment is true and correct in all material respects as of the date hereof and
as of the effective date of this amendment.
UNION ACCEPTANCE CORPORATION
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx, Executive Vice President, and
Chief Financial Officer
Date: 7/1/02
THE NOTE PURCHASERS:
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Capital Management, LLC,
a Delaware limited liability company,
its authorized signatory
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Counsel
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Counsel
Current principal balance as of June 7, 2002: $15,000,000
STATE STREET BANK & TRUST CO
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
Current principal balance as of June 7, 2002: $5,000,000
EMSEG & CO
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx
Title: OPS Manager
Current principal balance as of June 7, 2002: $4,000,000
Xx. 00 @ 0XX
Xx. 00 @ 0XX
XXX XXXX LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Investment Vice President
Current principal balance as of June 7, 2002: $8,333,333
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Investment
Management, LLC, its Investment
Manager
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
Current principal balance as of June 7, 2002: $10,333,333
