Exhibit 4.1
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UNION ACCEPTANCE CORPORATION
SENIOR NOTES DUE 2002
NOTE PURCHASE AGREEMENT
AMENDMENT AND CONSENT
April 2, 1996
Reference is made to the Note Purchase Agreement, dated as of August 7,
1995, as amended by the Amendment thereto dated November 22, 1995 (as so
amended, the "Note Purchase Agreement"), among Union Acceptance Corporation (the
"Company") and Anchor National Life Insurance Company, The Travelers Insurance
Company, The Lincoln National Life Insurance Company, The Minnesota Mutual Life
Insurance Company, Cova Financial Services Life Insurance Co., The Lutheran
Church - Missouri Synod Foundation, The Ohio Casualty Insurance Company, Safeco
Life Insurance Company, The Travelers Insurance Group, Inc., First Cova Life
Insurance Co., Guarantee Mutual Life Company, Xxxx Xxxxx Life Insurance Company
of New York, Physicians Mutual Insurance Company, Trustmark Insurance Company,
Cincinnati Life Insurance Co., Acacia National Life Insurance Co., Republic
Western Insurance Company, Standard Insurance Company, Trustmark Life Insurance
Company, Physicians Life Insurance Company - Annuity Pocket 2, Cova Financial
Life Insurance Co., Fort Dearborn Life Insurance Company, Frontier Insurance
Company, Guarantee Trust Life Insurance Company, Security-Connecticut Life
Insurance Company, CSA Fraternal Life and General American Life Insurance
Company (each such entity, a "Purchaser" and collectively, the "Purchasers").
Capitalized terms used but not otherwise defined herein shall have the meanings
set forth in the Note Purchase Agreement.
1. Pursuant to Section 14C of the Note Purchase Agreement, the parties
hereto hereby agree to amend the Note Purchase Agreement as follows:
(a) Section 8D of the Note Purchase Agreement is hereby amended by deleting
clause (i) thereof and inserting in lieu thereof:
"(i) The Company may not make any payments on Subordinated
Debt except as permitted by the subordination provisions of the
Subordination Debt Document governing such Subordinated Debt."
(b) Section 12A of the Note Purchase Agreement is hereby amended by
deleting the definition of "Subordinated Debt" and inserting in lieu thereof:
"'Subordinated Debt' means Debt of the Company (i) whose
first scheduled principal payment date is at least 92 days after
the maturity date of the Senior Notes (as such maturity may have
been extended at the time of issuance of such Debt), and (ii)
which either (a) is issued pursuant to the Subordinated Note
Purchase Agreement, or (b) is (x) subordinated or junior in right
of payment to the Senior Notes on terms and provisions which are
no more favorable to the holders thereof than the terms and
provisions of Section 6.1 of the Subordinated Note Purchase
Agreement (as in effect on the date of initial issuance of the
Senior Subordinated Notes described therein and substantially in
the form attached to the Amendment and Consent as Exhibit A) are
to the holders of the Senior Subordinated Notes described
therein, and (y) otherwise evidenced by documentation in form and
substance satisfactory to the Required Holders."
(c) Section 12A of the Note Purchase Agreement is hereby
amended by adding the following definitions in appropriate
alphabetical order:
"'Amendment and Consent' means the Amendment and Consent to
this Agreement, dated as of April 2, 1996, among the Company and
the Required Holders.
'Subordinated Debt Documents' means (i) the Subordinated
Note Purchase Agreement, as in effect on the date of initial
issuance of the Senior Subordinated Notes described therein, and
(ii) any other indenture, note or agreement governing
Subordinated Debt which satisfies the requirements of clause (ii)
of the definition of Subordinated Debt.
'Subordinated Note Purchase Agreement' means that certain
Note Purchase Agreement, dated as of April 3, 1996, among the
Company and the note purchasers named therein with respect to the
Senior Subordinated Notes due 2003, as amended, modified and
supplemented in accordance with the terms thereof.'"
2. Except as hereby amended, the Note Purchase Agreement shall remain in
full force and effect and is hereby ratified and confirmed in all respects, and
all references to the "Agreement" therein shall be deemed to mean the Note
Purchase Agreement as amended hereby.
3. The Purchasers hereby (i) consent to the execution and delivery by the
Company of the Subordinated Note Purchase Agreement and the consummation by the
Company of the transactions contemplated thereby, and (ii) deem the Senior Note
Purchase Agreement substantially in the form attached hereto as Exhibit A to be
satisfactory in form and substance.
4. The Company hereby confirms that as of the date hereof (i) all of the
representations and warranties of the Company provided in Section 10 of the Note
Purchase Agreement are true and correct, (ii) all covenants under the Note
Purchase Agreement have been fully performed and (iii) all information provided
to the Purchasers in connection with this Agreement is true and correct in all
material respects.
5. Upon execution and delivery of this Agreement by the Required Holders,
the Company shall pay to the Holders an aggregate of $110,000.
6. This Agreement shall be effective only upon the execution and delivery
hereof by the Company and the Required Holders.
7. This Agreement 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 agreement.
8. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflicts of laws
principles thereof.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this
Agreement as of the date first above written.
UNION ACCEPTANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title:
REQUIRED HOLDERS:
ANCHOR NATIONAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
THE TRAVELERS INSURANCE COMPANY
By:
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Name:
Title:
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment Mangement, Inc.,
its Attorney-In-Fact
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By: MIMLIC Asset Management Company
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
COVA FINANCIAL SERVICES LIFE
INSURANCE CO.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
THE LUTHERAN CHURCH-MISSOURI
SYNOD FOUNDATION
By:
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Name:
Title:
THE OHIO CASUALTY INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Investment Officer
SAFECO LIFE INSURANCE CO.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
THE TRAVELERS INSURANCE GROUP
INC.
By:
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Name:
Title:
FIRST COVA LIFE INSURANCE CO.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
GUARANTEE MUTUAL LIFE COMPANY
By:
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Name:
Title:
XXXX XXXXX LIFE INSURANCE
COMPANY OF NEW YORK
By: /s/ [NOT LEGIBLE]
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Name:
Title: Vice President, Investments
PHYSICIANS MUTUAL INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Portfolio Manager
TRUSTMARK INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name:Xxxxxxx X. Xxxxxx
Title: Vice President, Investments
CINCINNATI LIFE INSURANCE CO.
By:
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Name:
Title:
ACACIA NATIONAL LIFE INSURANCE
CO.
By:
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Name:
Title:
REPUBLIC WESTERN INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President/Treasurer
STANDARD INSURANCE COMPANY
By: /s/ [NOT LEGIBLE]
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Name:
Title:
TRUSTMARK LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President, Investments
PHYSICIANS LIFE INSURANCE
COMPANY ANNUITY POCKET 2
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Portfolio Manager
COVA FINANCIAL LIFE INSURANCE CO.
By: /s/ Xxxx Xxxxxxx
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Name:Xxxx Xxxxxxx
Title: Vice President
FORT DEARBORN LIFE INSURANCE
COMPANY
By: MIMLIC Asset Management Company
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
FRONTIER INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title:Senior Portfolio Manager
GUARANTEE TRUST LIFE INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Portfolio Manager
SECURITY - CONNECTICUT LIFE
INSURANCE COMPANY
By: Lincoln Investment Management,
Inc., its Attorney-In-Fact
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
CSA FRATERNAL LIFE
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Portfolio Manager
GENERAL AMERICAN LIFE INSURANCE
COMPANY
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President