Amendment Number Three to Amended and Restated Security Agreement among Union Acceptance Funding Corporation, UAFC Corporation, Union Acceptance Corporation, Enterprise Funding Corporation, MBIA Insurance Corporation, and Bank of America, N.A.

Summary

This amendment, dated January 8, 2001, modifies the Amended and Restated Security Agreement originally dated May 12, 2000, among Union Acceptance Funding Corporation, UAFC Corporation, Union Acceptance Corporation, Enterprise Funding Corporation, MBIA Insurance Corporation, and Bank of America, N.A. The amendment specifically changes the definition of "Noteholder's Percentage" to 98.25% for the determination date of January 8, 2001. All other terms of the original agreement remain unchanged and in full effect.

EX-4.2 3 0003.txt AMENDMENT 3-AMENDED & RESTATED SECURITY AGREEMENT EXECUTION COPY AMENDMENT NUMBER THREE TO AMENDED AND RESTATED SECURITY AGREEMENT This Amendment, dated as of January 8, 2001 (this "Amendment), is made by UNION ACCEPTANCE FUNDING CORPORATION, as Seller (the "Seller"), UAFC CORPORATION, as debtor (the "Debtor"), UNION ACCEPTANCE CORPORATION, individually ("UAC") and as collection agent (in such capacity, the "Collection Agent"), ENTERPRISE FUNDING CORPORATION (the "Company"), MBIA INSURANCE CORPORATION, as financial guaranty insurer (the "Insurer") and BANK OF AMERICA, N.A. individually ("Bank of America") and as collateral agent for the Company, the Bank Investors, and the Insurer (in such capacity, the "Collateral Agent") pursuant to Section 9.2 of the Security Agreement (as defined below) among the Seller, the Debtor, UAC, the Collection Agent, the Company, the Insurer, Bank of America and the Collateral Agent. WHEREAS, the Seller, the Debtor, UAC, the Collection Agent, the Company, the Insurer, Bank of America and the Collateral Agent are parties to the Amended and Restated Security Agreement dated as of May 12, 2000 (as the same may be amended, supplemented or otherwise modified from time to time, the "Security Agreement"); WHEREAS, the parties have agreed to amend the Security Agreement as hereinafter provided; NOW THEREFORE the parties hereto agree as follows: Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Security Agreement. 1. Amendment. (i) The definition of "Noteholder's Percentage" set forth in Section 1.1 of the Security Agreement shall be amended, solely for the Determination Date occurring on January 8, 2001, by deleting it in its entirety and restating it as follows: "The Noteholder's Percentage shall mean 98.25%." 2. Full Force and Effect. Except as specifically set forth herein, the Security Agreement is and shall continue to be, in full force and effect and are hereby in all respects ratified and confirmed. 3. Counterparts. This Amendment may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same Amendment. 4. Effectiveness. This Amendment shall become effective as of the date first written above when counterparts of this Amendment shall have been executed by each of the Seller, the Debtor, UAC, the Collection Agent, the Company, the Insurer, Bank of America and the Collateral Agent. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above. ENTERPRISE FUNDING CORPORATION, as Company By: /s/ Kevin P. Burns ------------------------------ Name: Kevin P. Burns Title: Vice President UAFC CORPORATION, as Debtor By: /s/ Leeanne W. Graziani ------------------------------ Name: Leeanne W. Graziani Title: President UNION ACCEPTANCE FUNDING CORPORATION, as Seller By: /s/ Rick A. Brown ------------------------------ Name: Rick A. Brown Title: Vice President UNION ACCEPTANCE CORPORATION, individually and as Collection Agent By: /s/ Melanie S. Otto ------------------------------ Name: Melanie S. Otto Title: Vice President BANK OF AMERICA, N.A., individually and as Collateral Agent By: /s/ Christopher G. Young ------------------------------ Name: Christopher G. Young Title: Vice President MBIA INSURANCE CORPORATION, as as Insurer By: /s/ Theresa Murray ------------------------------ Name: Theresa Murray Title: Director