Amendment to Note Purchase Agreement between Union Acceptance Corporation and Note Purchasers (June 7, 2002)

Summary

Union Acceptance Corporation and several insurance companies, as note purchasers, have agreed to amend their original Note Purchase Agreement dated April 3, 1996. The amendment specifically updates the definition of "Securitization" in the agreement, clarifying how certain loan transfers are treated. All other terms of the original agreement remain unchanged. The amendment is effective once signed by the required parties and is governed by New York law.

EX-4.2 4 ex4_amnot2.txt AMENDMENT TO NOTE PURCHASE AGREEMENT 4/4/96 EXHIBIT 4.2 June 7, 2002 Union Acceptance Corporation 250 North Shadeland Avenue Indianapolis, Indiana 46219 Attention: Mr. Rick A. Brown Re: Amendment to Note Purchase Agreement Ladies and Gentlemen: Reference is hereby made to the Note Purchase Agreement dated as of April 3, 1996 among Union Acceptance Corporation (the "Company") and the Purchasers identified therein (the "Note Purchase Agreement"). All terms used herein which are defined in the Note Purchase Agreement and not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement. The Company has requested that certain terms of the Note Purchase Agreement be amended. This letter amendment responds to that request. The amendment contained in this letter amendment and the effectiveness thereof is subject to the execution and delivery of this letter amendment by the Required Holders and the Company. Subject to the conditions set forth above, the Required Holders and the Company hereby agree that the Note Purchase Agreement is hereby amended as follows: 1. The definition of the term "Securitization" contained in Section 12.1 of the Note Purchase Agreement is hereby amended and restated as follows: "Securitization" means a public or private transfer of auto loan and other consumer loans and related consumer contracts in the ordinary course of business which transfer is recorded as a sale or secured financing according to GAAP as of the date of such transfer, and by which the Company or one of its Subsidiaries directly or indirectly securitizes a pool of specified consumer auto loans or other consumer loans and related contracts including but not limited to any such transactions involving the sale of specified Auto Receivables or consumer receivables to a securitization entity established for such purpose in connection with the issuance of asset-backed securities and including without limitation the outstanding UFSB and UACSC Grantor Trust or Auto Trust securitizations entered into by the Company's predecessor or its Subsidiaries prior to the date of this Agreement. Except as hereby amended or otherwise modified, the Note Purchase Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects; each of the other Credit Documents shall remain in full force and effect after the amendment of the Note Purchase Agreement contemplated hereby and each such other Credit Document is hereby ratified and confirmed in all respects. This letter amendment 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 letter amendment. This letter amendment shall be a contract made and governed under the internal laws of the State of New York. The terms and provisions of the above letter amendment to the Note Purchase Agreement are hereby agreed and consented to. As additional consideration for the amendments contained in the above letter agreement, the Company hereby confirms that all information provided to the Purchasers in connection with this amendment is true and correct in all material respects as of the date hereof and as of the effective date of this amendment. UNION ACCEPTANCE CORPORATION By: /s/ Rick A. Brown -------------------------------------- Rick A. Brown, Executive Vice President, and Chief Financial Officer Date: 7/1/02 THE NOTE PURCHASERS: THE MINNESOTA LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Matthew Norris ------------------------------------- Name: Matthew Norris Title: Vice President Current principal balance as of June 7, 2002: $5,000,000 THE CATHOLIC AID ASSOCIATION By: /s/ Kent R. Weber ------------------------------------- Name: Kent R. Weber Title: Vice President Current principal balance as of June 7, 2002: $666,667 FEDERATED MUTUAL INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Matthew Norris ------------------------------------- Name: Matthew Norris Title: Vice President Current principal balance as of June 7, 2002: $666,667 GUARANTEE RESERVE LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ John Leiviska ------------------------------------- Name: John Leiviska Title: Vice President Current principal balance as of June 7, 2002: $333,333 FEDERATED LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ John Leiviska ------------------------------------- By: John Leiviska Name: John Leiviska Title: Vice President Current principal balance as of June 7, 2002: $1,333,333 FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN By: Advantus Capital Management, Inc. By: Annette M. Masterson ------------------------------------- Name: Annette M. Masterson Title: Vice President Current principal balance as of June 7, 2002: $2,666,667 NATIONAL TRAVELERS LIFE COMPANY By: Advantus Capital Management, Inc. By: /s/ Rose A. Lambros ------------------------------------- Name: Rose A. Lambros Title: Vice President Current principal balance as of June 7, 2002: $666,667 FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN By: Advantus Capital Management, Inc. By: /s/ Rose A. Lambros ------------------------------------- Name: Rose A. Lambros Title: Vice President Current principal balance as of June 7, 2002: $666,667 RELIABLE LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ James F. Geiger ------------------------------------- Name: James F. Geiger Title: Vice President Current principal balance as of June 7, 2002: $666,667 NEW YORK LIFE INSURANCE COMPANY By: /s/ Anthony Malloy ------------------------------------- Name: Anthony Malloy Title: Investment Vice President Current principal balance as of June 7, 2002: $8,333,333 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management, LLC, its Investment Manager By: /s/ Anthony Malloy ------------------------------------- Name: Anthony Malloy Title: Director Current principal balance as of June 7, 2002: $10,333,333