FIRST MODIFICATION OF PURCHASE AGREEMENT
THIS MODIFICATION is made as of this 20th day of
March, 1997, by and between AEGIS AUTO FINANCE, INC. (the
Seller ), a Delaware corporation, and ENTERPRISE NATIONAL
BANK OF PALM BEACH (the Purchaser ), a national banking
association.
W I T N E S S E T H:
WHEREAS, the Seller and the Purchaser are parties to a
Purchase Agreement, dated as of December 9, 1996 (the Purchase
Agreement ; all capitalized terms used in this Modification and not
otherwise defined herein shall have the respective meanings given such
terms in the Purchase Agreement), pursuant to which the Seller has sold
to the Purchaser certain retail installment sales contracts; and
WHEREAS, the Seller and the Purchaser desire to modify
the Purchase Agreement is certain respects as set forth in this
Modification.
NOW, THEREFORE, in consideration of the foregoing,
other good and valuable consideration, and the mutual terms and
covenants contained herein, the parties hereto agree as follows:
. All references to the Purchase Agreement in any of
the Purchase Documents shall be deemed to be references to the
Purchase Agreement as modified by this Modification.
. Section 1.01 of the Purchase Agreement shall be
amended by deleting therefrom the definitions and the terms Additional
Purchase Price , Administrative Agent , Distribution Amount , Net
Loss , Net Loss Paydowns , Purchaser Interest Rate , Seller
Bankruptcy , and Shortfall Amount .
. Section 1.01 of the Purchase Agreement shall be
further amended by deleting therefrom the definitions of the terms
Outstanding Balance , Payment Date , Payment Period , Principal
Collections , Repurchase Amount , and RDI Policy , and by
substituting the following new respective definitions of such terms in lieu
thereof:
Outstanding Balance shall mean, for any date for
which such amount is determined, the aggregate outstanding
principal balance of all Receivables together with all accrued but
unpaid interest or other finance charges owing by the Obligors on
such Receivables.
Payment Date shall mean the twentieth (20th) day
of the calendar month immediately following a Payment Period (if
such day is not a Business Day, then such Payment Date shall be
the Business Day next succeeding such agreed-upon day).
Payment Period shall mean the first day through
and including the last day of the calendar month immediately
preceding a Payment Date, except that the first Payment Period
shall commence on the initial Purchase Date and shall end on
February 28, 1997.
Principal Collections shall mean all collections of
principal and all other recoveries of principal on the Receivables
received by the Servicer during the related Payment Period.
Repurchase Amount shall mean (i) for a
repurchase of all outstanding Receivables, the aggregate
Outstanding Balance of all of such Receivables and (ii) for a
repurchase of any particular Receivable, the Outstanding Balance
of such Receivable.
RDI Policy shall mean the Secured Value
Insurance Master Policy number ZSC 1500271 issued by The
Connecticut Indemnity Company and dated March 17, 1997
(rewriting policy number 1500262 dated December 31, 1996), as
the same may be amended, supplemented or restated from time to
time with the express written approval of the Purchaser.
. Section 2.01(C) of the Purchase Agreement is
hereby deleted in its entirety.
. The third sentence of Section 2.04(A) of the
Purchase Agreement shall be deleted in its entirety and the following
new sentence shall be substituted in lieu thereof:
All fees, expenses or other sums owing to the Servicer
under the Servicing Agreement for servicing the
Receivables and acting as custodian and bailee for
Purchaser of the Receivables and the Receivable Files shall
be paid from Interest Collections and Principal Collections
in accordance with the Servicing Agreement.
. Section 2.04(B) of the Purchase Agreement is
hereby deleted in its entirety and the following new Section 2.04(B) is
hereby substituted in lieu thereof:
(B) The Purchaser shall establish and maintain
the Depository Account for the Receivables with the Purchaser
for the sole benefit of the Purchaser. All monies constituting
Principal Collections and Interest Collections for each Payment
Period shall be deposited by the Servicer into the Depository
Account; provided, however, that before making such deposit, the
Servicer may retain for its own account an amount equal to the
Servicing Fee and expense reimbursements due to it for the
current or any prior Payment Period. No other funds shall be
allowed to be deposited into the Depository Account. On each
Payment Date, the Purchaser shall withdraw from the Depository
Account monies, to the extent available therein, equal to, the
Available Distribution Amount for the related Payment Period and
shall transfer such amount to the Purchaser.
. Sections 2.04(E) and (F) of the Purchase Agreement
shall be deleted in their entirety and the third sentence of Section
2.04(D) of the Purchaser Agreement shall also be deleted in its entirety.
. Section 5.01 of the Purchase Agreement shall be
amended by adding thereto the following new subsection (C):
(C) RDI Policy. Without the Purchaser s
express prior written consent, the Seller shall not permit the RDI
Policy to be amended, modified, restated, canceled or terminated
with respect to the Insured Receivables, the Seller shall not waive
(or permit to be waived) any of its rights under any provisions of
the RDI Policy with respect to the Insured Receivables, the Seller
shall not consent to any deviation from the terms thereof or
otherwise grant any consents provided for therein with respect to
the Insured Receivables, and the Seller shall not default on any of
its obligations thereunder with respect to the Insured Receivables,
and all premiums payable thereunder with respect to the Insured
Receivables have been paid by the Seller. Seller shall cause an
endorsement to the RDI Policy to be issued to Purchaser showing
Purchaser as loss payee thereunder.
. Section 7.02(B) of the Purchase Agreement shall be
deleted in its entirety.
. The Seller agrees to cause American Lenders
Facilities, Inc., as the current Servicer, to enter into a written
amendment of the Servicing Agreement Addendum as in effect on this
date, such amendment to be, in the form of Exhibit 1 attached hereto, so
that its terms and conditions are consistent with the terms and conditions
of Section 2.04 of the Purchase Agreement as amended hereby.
. Except as expressly modified by this Modification,
the Purchase Agreement shall remain in full force and effect.
. This Modification shall be governed by and
construed in accordance with the internal laws of the State of New
Jersey.
. This Modification may be executed in one or more
counterparts and by different parties in separate counterparts, each of
which shall be an original, but all of which together shall constitute one
and the same instrument.
. This Modification shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and assigns.
IN WITNESS HEREOF, the parties hereto have caused
this Modification to be executed by their respective officers thereunto
duly authorized, all as of the date and year first above written.
SELLER:
AEGIS AUTO FINANCE, INC.
By:_____________________________________
Name:___________________________________
Title:____________________________________
PURCHASER:
ENTERPRISE NATIONAL BANK
OF
PALM BEACH
By:_____________________________________
Name:___________________________________
Title:____________________________________
