AMENDMENT NUMBER 1 TO
SECURITY AGREEMENT
AMENDMENT NUMBER 1 TO SECURITY AGREEMENT (this "Amend ment"),
dated as of July 14, 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"),
ENTER PRISE 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.
(a) Section 1.1 of the Security Agreement is hereby amended by
deleting the definition of "Net Yield" and replacing it with the following
(solely for convenience changed language is italicized):
""Net Yield" shall mean, as calculated on each Determination
Date, the product of (i) 12 and (ii) a fraction, the numerator
of which is (x) the Avail able Funds less the aggregate amount
of Carrying Costs accrued during the related Settlement Period
less the aggregate Outstanding Balance of all Receivables
which became Defaulted Receivables during the related Settle
ment Period net of the aggregate amount of recoveries received
during such Settlement Period, and the denominator of which is
(y) the average daily Net
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Investment for such Settlement Period. The Net Yield shall be
expressed as a percentage. For purposes of calculating the
Noteholder's Percentage, the Net Yield will equal the Target
Net Yield for any Settlement Period during which the Net
Investment equals zero on any day during the Settlement
Period."
(b) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Prime Percentage" and replacing it with the following:
""Prime Percentage" shall mean a percentage (not greater than
100%) equal to a fraction where (a) the numerator is the
product of (i) the Net Receivables Balance of all Prime
Receivables and (ii) 98.25% and (b) the denominator is the Net
Investment minus the amount on deposit in the Prefunding
Account."
SECTION 2. Limited Scope. This amendment is specific to the
circumstanc es 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 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. 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 5. Ratification. Except as expressly affected by the
provisions hereof, the Security Agreement as amended shall remain in full force
and effect in accor dance 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.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 1 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
UAFC-1 CORPORATION,
as Debtor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:
Title:
UNION ACCEPTANCE FUNDING
CORPORATION, as Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title:
3
UNION ACCEPTANCE CORPORATION,
individually and as Collection Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:
BANK OF AMERICA, N.A.,
individually and as Collateral Agent, Administrative
Agent, Agent and Bank Investor
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
4
