AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED
NOTE PURCHASE AGREEMENT
AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED NOTE PURCHASE
AGREEMENT (this "Amendment"), dated as of June 30, 2000 among ENTERPRISE FUNDING
CORPORATION, a Delaware corporation, as lender (together with its successors and
assigns, the "Company"), UAFC CORPORATION, a Delaware corporation, as borrower
(together with its successors and assigns, the "Issuer"), and BANK OF AMERICA,
N.A., a national banking association ("Bank of America"), as agent for the
Company and the Bank Investors (in such capacity, together with its successors,
the "Agent") and as a Bank Investor, amending that certain Amended and Restated
Note Purchase Agreement dated as of May 12, 2000 (such agreement as so amended,
the "Note Purchase Agreement").
WHEREAS, the parties hereto mutually desire to make an
amendment to the Note Purchase Agreement as hereinafter set forth; and
WHEREAS, the Insurer and the Majority Investors have consented
to the execution and delivery of this Amendment by the parties hereto.
NOW THEREFORE, the parties hereby agree as follows:
SECTION 1. Definitions. As used in this Amendment, and except
as otherwise provided in this Section 1, capitalized terms shall have the same
meanings assigned thereto in the Note Purchase Agreement.
(a) Section 1.1 of the Note Purchase Agreement is hereby amended by
deleting the definition of "Facility Limit" and replacing it with the following:
""Facility Limit" shall mean $350,000,000."
SECTION 2. Effectiveness. This Amendment shall become
effective upon receipt by the Agent of (i) a fully executed copy of this
Amendment and Amendment Number 1 to the Security Agreement, of even date
herewith, (ii) an executed replacement Note substantially in the form attached
hereto as Exhibit A, and (iii) an endorsement to the Insurance Policy reflecting
the amended Facility Limit and otherwise acceptable to the Agent (or, in lieu
thereof, the Issuer may cause to be delivered to the Agent a replacement
Insurance Policy reflecting the amended Facility Limit and otherwise in the form
of the Insurance Policy issued on the Closing Date).
SECTION 3. 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 Issuer, the Borrower, any Bank Investor or the Agent
under the Note Purchase Agreement.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Severability; Counterparts. This Amendment may be
executed in any number of copies, and by the different parties hereto on the
same or separate counterparts, each of which shall be deemed to be an original
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 6. Ratification. Except as expressly affected by the
provisions hereof, the Note Purchase 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 Note
Purchase Agreement to "this Agreement", "hereunder", "herein" or words of like
import shall mean and be a reference to the Note Purchase Agreement as amended
by the Amendment.
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IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment Number 1 as of the day and year first above written.
UAFC CORPORATION,
as Issuer
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title:
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title:
BANK OF AMERICA, N.A., as Agent
and as Bank Investor
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title:
Consented and agreed:
MBIA INSURANCE CORPORATION
By: /s/ Xxxxxx M
Name: Xxxxxx M
Title:
