Amendment No. 2 to Note Purchase Agreement between Union Acceptance Corporation and Purchasers (April 2, 1996)

Summary

Union Acceptance Corporation and a group of insurance companies and institutional investors have agreed to amend their existing Note Purchase Agreement for Senior Notes due 2002. The amendment updates certain definitions and payment terms related to subordinated debt, and adds new definitions to clarify related agreements. The parties also consent to the company entering into a new subordinated note purchase agreement. The amendment is effective once signed by the required holders, and the company will pay $110,000 to the holders upon execution. All other terms of the original agreement remain in effect.

EX-4.1 2 ex4_1.txt AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT Exhibit 4.1 ----------- 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, John Alden 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/ Cynthia F. Whitaker --------------------------------------- Name: Cynthia F. Whitaker Title: REQUIRED HOLDERS: ANCHOR NATIONAL LIFE INSURANCE COMPANY By: /s/ Yvonne Stevens --------------------------------------- Name: Yvonne Stevens Title: Authorized Agent THE TRAVELERS INSURANCE COMPANY By: --------------------------------------- Name: Title: THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Lincoln Investment Mangement, Inc., its Attorney-In-Fact By: /s/ Gregory E. Reed ---------------------------------- Name: Gregory E. Reed Title: Vice President THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY By: MIMLIC Asset Management Company By: /s/ Marilyn Froelich ---------------------------------- Name: Marilyn Froelich Title: Vice President COVA FINANCIAL SERVICES LIFE INSURANCE CO. By: /s/ Doug Koester --------------------------------------- Name: Doug Koester Title: Vice President THE LUTHERAN CHURCH-MISSOURI SYNOD FOUNDATION By: --------------------------------------- Name: Title: THE OHIO CASUALTY INSURANCE COMPANY By: /s/ Richard B. Kelly --------------------------------------- Name: Richard B. Kelly Title: Senior Investment Officer SAFECO LIFE INSURANCE CO. By: /s/ Michael C. Knebel --------------------------------------- Name: Michael C. Knebel Title: Vice President and Treasurer THE TRAVELERS INSURANCE GROUP INC. By: --------------------------------------- Name: Title: FIRST COVA LIFE INSURANCE CO. By: /s/ Doug Koester --------------------------------------- Name: Doug Koester Title: Vice President GUARANTEE MUTUAL LIFE COMPANY By: --------------------------------------- Name: Title: JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK By: /s/ [NOT LEGIBLE] --------------------------------------- Name: Title: Vice President, Investments PHYSICIANS MUTUAL INSURANCE COMPANY By: /s/ Kathy R. Lange --------------------------------------- Name: Kathy R. Lange Title: Senior Portfolio Manager TRUSTMARK INSURANCE COMPANY By: /s/ Michael A. Scelsi --------------------------------------- Name:Michael A. Scelsi Title: Vice President, Investments CINCINNATI LIFE INSURANCE CO. By: --------------------------------------- Name: Title: ACACIA NATIONAL LIFE INSURANCE CO. By: --------------------------------------- Name: Title: REPUBLIC WESTERN INSURANCE COMPANY By: /s/ Bradley P. Newman --------------------------------------- Name: Bradley P. Newman Title: Vice President/Treasurer STANDARD INSURANCE COMPANY By: /s/ [NOT LEGIBLE] --------------------------------------- Name: Title: TRUSTMARK LIFE INSURANCE COMPANY By: /s/ Michael A. Scelsi --------------------------------------- Name: Michael A. Scelsi Title: Vice President, Investments PHYSICIANS LIFE INSURANCE COMPANY ANNUITY POCKET 2 By: /s/ Kathy R. Lange --------------------------------------- Name: Kathy R. Lange Title: Senior Portfolio Manager COVA FINANCIAL LIFE INSURANCE CO. By: /s/ Doug Koester --------------------------------------- Name:Doug Koester Title: Vice President FORT DEARBORN LIFE INSURANCE COMPANY By: MIMLIC Asset Management Company By: /s/ Loren A. Haugland ---------------------------------- Name: Loren Haugland Title: Vice President FRONTIER INSURANCE COMPANY By: /s/ Kathy R. Lange --------------------------------------- Name: Kathy R. Lange Title:Senior Portfolio Manager GUARANTEE TRUST LIFE INSURANCE COMPANY By: /s/ Kathy R. Lange --------------------------------------- Name: Kathy R. Lange Title: Senior Portfolio Manager SECURITY - CONNECTICUT LIFE INSURANCE COMPANY By: Lincoln Investment Management, Inc., its Attorney-In-Fact By: /s/ Gregory E. Reed ---------------------------------- Name: Gregory E. Reed Title: Vice President CSA FRATERNAL LIFE By: /s/ Kathy R. Lange --------------------------------------- Name: Kathy R. Lange Title: Senior Portfolio Manager GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Doug Koester --------------------------------------- Name: Doug Koester Title: Vice President