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THIRD AMENDMENT
TO
SECURED REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SECURED REVOLVING CREDIT AGREEMENT ("Amendment") is
dated and effective this 5th day of May, 1998 and made among Sentry Financial
Corporation ("Lender"), a Utah corporation, and AutoBond Acceptance Co., a Texas
corporation ("Borrower").
RECITALS
A. Lender and Borrower entered into that certain Secured Revolving Credit
Agreement (the "Agreement") dated August 1, 1994. The Agreement was
amended and restated in its entirety as the Amended and Restated Secured
Revolving Credit Agreement dated as of July 31, 1995 and then again
amended and restated in its entirety as the Second Amended and Restated
Secured Revolving Credit Agreement also dated as of July 31, 1995. All
capitalized terms, unless otherwise provided herein, will have the
meaning ascribed to them in the Agreement, as amended.
B. A genuine dispute has arisen between Lender and Borrower regarding
whether Borrower is able to meet or fulfill the conditions precedent to
an Advance and whether Borrower is in default or breach under the terms
and conditions of the Agreement.
C. In an effort to resolve their dispute, Lender is willing to loan money
to a special purpose corporation wholly owned by Borrower on terms and
conditions mutually agreeable to the parties ("May 1998-SPC Funding").
D. In an effort to resolve their dispute, Lender and Borrower also desire
to amend and modify the Agreement again.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein and other good and valuable consideration, the receipt, adequacy and
legal sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, voluntarily agree as follows:
A. Article II, Credit Limit; Disbursement and Payment, Section 2.01, Credit
Limit, subsection (a) Commitment to Lend, (i) Line of Credit. This
subsection is amended by adding the following sentence to the end of the
clause: "Any amount of indebtedness, loan or credit Lender has made or
committed to make to any Affiliate of Borrower will reduce the Credit
Limit dollar for dollar and count as principal amount outstanding
hereunder, and such indebtedness, loan or credit will be deemed an
Advance hereunder for purposes of payment of the fees and the Events of
Default. Lender and Borrower further agree that the Credit Limit shall
be reduced by Six
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Million Five Hundred Thousand Dollars ($6,500,000.00) due to the May
1998 SPC Funding."
B. Article II, Credit Limit; Disbursement and Payment, Section 2.01, Credit
Limit, subsection (b) Amount of Credit Limit, (i) Line of Credit. This
subsection is amended by deleting it entirely and replacing it with:
"The amount of the Credit Limit shall be $10,000,000."
C. Article II, Credit Limit; Disbursement and Payment, Section 2.01, Credit
Limit, subsection (d) Early Termination. This subsection is amended
adding the following new sentence at the end of the subsection:
"Borrower agrees that after April 30, 1998 Lender will have the right to
terminate this Agreement by written notice once Borrower has obtained a
commitment from another warehouse lender to fund Receivables."
D. Article III, Security, Section 3.02, Guarantees. This Section is
amended by deleting the subsection and replacing it with: "As additional
security for the payment and performance of the Obligations and the
Guarantor Obligations, Borrower shall cause ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to
execute and deliver the appropriate Guarantee to Lender in accordance
with Section 4.01(a)."
5. Article IV, Conditions, Section 4.02, Conditions Precedent to All
Advances. The first paragraph is deleted entirely and replaced with:
"The obligation of Lender to make any Advance (including the first
Advance) shall be subject to fulfillment of each of the following
conditions to the satisfaction of, and as determined by, Lender on or
prior to the Disbursement Date for such Advance:"
The following new clause is added at the end of Section 4.02:
"(x) Neither Borrower nor any Affiliate of Borrower is in breach
or Default of any term, condition or obligation under any agreement with
Lender."
6. Article V, Representations and Warranties, Section 5.01, Representations
and Warranties of Borrower. The following new clauses are added at the
end of the subsection:
"(bb) The Depository and Lender have entered into a separate
agreement providing, among other things, that Lender has the sole
control of any and all funds deposited into the Lender Accumulation
Account; and all Obligors have, on or before disbursement of the
Advance, been notified to make all payments on the Target Receivables
into the Lender Accumulation Account;
(cc) Borrower has not waived any representation or warranty, or
any of the covenants, terms, conditions or provisions of any Operative
Document or closing documents or any other agreement or document
relating to or affecting the requested Advance or the Target
Receivables, except as disclosed previously in writing to Lender in the
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Draw Down Notice; and
(dd) Borrower's execution, delivery and performance of the Loan
Documents and Insurance Documents does not and will not violate or
conflict with any requirements imposed by other lenders, including
without limitation, Daiwa Finance Corporation or any affiliate thereof,
Credit Suisse First Boston or any affiliate thereof, or any other party
directly or indirectly providing financing to Borrower;"
30. Article V, Representations and Warranties, Section 5.02, Repetition of
Representations and Warranties. This subsection is renumbered as 5.03
and amended to read as: "Each representation and warranty set forth in
Sections 5.01 and 5.02 shall (unless otherwise specifically so
indicated) be deemed to be made as of the first Disbursement Date, and
repeated on each subsequent Disbursement Date and on each Payment Date
as if made on and as of such date."
A new Section 5.02 will be added as follows:
(i) such Target Receivable complies fully with, and has been
acquired by Borrower in accordance with, Borrower's underwriting
guidelines and procedures (a copy of which is attached hereto as
Exhibit A);
(ii) Borrower has conducted each of the procedures set forth in
the Borrower program manual ("Borrower Program Manual") to
evaluate the Obligor's application in accordance with the
criteria set forth in the Borrower Program Manual;
(iii) on and after such Disbursement Date, there shall exist
under each such Target Receivable a valid, subsisting and
enforceable first priority security interest in the Financed
Vehicle securing each Target Receivable and at such time
enforcement of such security interest is sought and at all times
there shall exist a valid, subsisting and enforceable first
priority perfected security interest in such Financed Vehicle in
favor of Borrower (and assigned to Lender under the Security
Agreement);
(iv) such Target Receivable has not been satisfied, subordinated
or rescinded; and no provision of such Target Receivable has
been waived, altered or modified in any respect, except as
identified in the Receivable file and made in accordance with
the Borrower Program Manual and Borrower's credit and collection
policies, approved by Lender;
(v) such Target Receivable is not and will not be subject to any
right of rescission, set-off, recoupment, counterclaim or
defense, whether arising out of transactions concerning such
Target Receivable between the Obligor and the dealer, the dealer
and Borrower, the dealer and an Originator, or otherwise and no
such right has been asserted with respect thereto; the operation
of the terms of such Target Receivable or the exercise of any
right thereunder will not render any such Target Receivable
unenforceable in whole or in part;
(vi) upon assigning such Target Receivable to Borrower, dealer
and/or Originator had full right to transfer such Target
Receivable to Borrower, and dealer and/or Originator conveyed
sole ownership of and good and marketable title to such Target
Receivable to Borrower;
(vii) such Target Receivable is not a Defaulted Receivable on
the date of its transfer and there is no default, breach,
violation, or event permitting acceleration under such Target
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Receivable, and no event has occurred which, with notice and the
expiration of any grace or cure period or both, would constitute
a default, breach, violation, or event permitting acceleration
under such Target Receivable;
(viii) the Receivable file related to such Target Receivable
contains each of the documents required by the Borrower Program
Manual and the contractual documents contained in such Target
Receivable file constitute the entire agreement with respect to
such Target Receivable between the Obligor and the related
dealer and, between the dealer and Borrower;
(ix) the down payment described in the Receivable Documents
relating to such Target Receivable was paid to the related
dealer in the manner stated therein at the time of the
origination of such Target Receivable, the proceeds thereof were
fully disbursed; there is no requirement for further advances
thereunder; and all fees and expenses in connection therewith
have been paid;
(x) the Financed Vehicle securing the Obligor's obligation to
pay under such Target Receivable has been delivered to and
accepted by the Obligor;
(xi) such Target Receivable is denominated and payable in United
States dollars;
(xii) the documents evidencing such Target Receivable contain
customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the
realization of the security afforded by the related collateral;
(xiii) the dealer agreement relating to such Target Receivable
is in effect, whereby the related dealer warrants delivery of
title to such Financed Vehicle, indemnifies Borrower or the
related Originator against fraud and misrepresentation by the
related dealer and its employees and represents and warrants
that such dealer did not accept any side notes as any part of
the down payment portion of the related Obligor's purchase
price, and Borrower's or the Originator's (as the case may be)
rights thereunder with regard to such Target Receivable have
been validly assigned to Borrower, and are enforceable against
the related dealer by Borrower or its assignee, along with any
other rights of recourse which Borrower or the Originator has
against the related dealer;
(xiv) each Target Receivable was acquired by Borrower or an
Originator from an "Eligible Dealer"; and the acquisition by
Borrower or an Originator of any Target Receivable from a dealer
was not an extension of financing to such dealer but was
acquired in a transaction constituting a "true sale" under
applicable state law;
(xv) Borrower has no knowledge of any fact which should have led
it to expect at the time of such Target Receivable, that (A)
such Target Receivable was made by the selling dealer and sold
by such dealer to Borrower with any conduct constituting fraud
or misrepresentation on the part of such dealer, or (B) that
such Target Receivable would not be paid in full when due
because of fraud or misrepresentation on the part of the related
Obligor;
(xvi) such Target Receivable was not originated in any
jurisdiction the laws of which prohibit the selling dealer from
transferring such Target Receivable to Borrower or an
Originator, or the Borrower from assigning such Target
Receivables to Lender; nor is such Target Receivable subject to
the laws of any such jurisdiction;
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(xvii) no Target Receivable has been the subject of any
rejection, reclassification or other adverse selection by
Borrower or by any third party (including but not limited to any
rating agency, financial guaranty insurer or other party
performing any analysis on Receivables originated (or to be
originated) or acquired (or to be acquired) by Borrower,
including but not limited to any valuation analysis, due
diligence analysis, re-underwriting analysis or other
acceptability analysis);
(xviii) such Target Receivable does not (A) contravene in any
material respect any state or federal laws, rules or regulations
applicable thereto in connection with the origination of such
Target Receivable including without limitation, usury,
disclosure, truth-in-lending, equal credit and similar laws, the
Federal Trade Commission Act and applicable state laws governing
motor vehicle installment sale or loan contracts (but
specifically excluding laws, rules or regulations applicable
thereto in connection with post-origination compliance,
including, but not limited to, laws, rules and regulations
applicable thereto in connection with fair credit billing, fair
credit reporting and fair debt collection practices), or (B)
except as required by applicable law, impose any liability or
obligation of the dealer or Borrower on Lender or its assignee
with respect to such Target Receivable;
(xix) there are no proceedings or investigations pending or, to
the best of Borrower's knowledge, threatened before any
Governmental Entity (A) asserting the invalidity of such Target
Receivable or the bankruptcy or insolvency of the related
Obligor, (B) seeking the payment of such Target Receivable, or
(C) seeking any determination or ruling that might materially
and adversely affect the validity or enforceability of such
Target Receivable;
(xx) Borrower has duly fulfilled all obligations on its part to
be fulfilled under or in connection with such Target Receivable
and has done nothing to impair the rights of Lender in such
Target Receivable or in the proceeds with respect thereto;
Borrower has paid in full all taxes and other charges payable in
connection with such Target Receivable and the transfer of such
Target Receivable to Lender which could impair or become a lien
prior to Lender's interest in such Target Receivable; there are
no prior liens for work performed affecting any Financed Vehicle
which are or may become a lien prior to or equal with the
security interest granted in the related Target Receivable;
(xxi) the applicable assignment for security to Lender has been
duly executed and delivered by Borrower and the information
regarding the Target Receivable and such assignment attached
thereto is true and correct as of the Disbursement Date;
(xxii) the residence of the related Obligor is located within
the borders of the United States of America;
(xxiii) there is only one original of the retail installment
sale contract or promissory note and security agreement
evidencing such Target Receivable, such original has been
delivered to the Custodian pursuant to the Custodian Agreement
and there are no custodial agreements in effect that would
adversely affect the ability of the Custodian to maintain
possession thereof pursuant to the Custodian Agreement;
(xxiv) the Obligor is not a Governmental Entity;
(xxv) the retail installment sale contract or promissory note
and security agreement evidencing such Target Receivable
constitute "chattel paper" within the meaning of the UCC in
effect in the States of Texas and Utah and all filings required
to be made and all actions required to be taken or performed by
any Person in any jurisdiction to give Lender a first priority
security interest in such Target Receivable have been made or
performed;
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(xxvi) each such Target Receivable constitutes and shall
continue to constitute a legal, valid and binding obligation of
the Obligor thereunder and is enforceable in accordance with its
terms, except only as such enforcement may be limited by laws
affecting the enforcement of creditors' rights generally;
(xxvii) at the origination date of each such Target Receivable,
the related Financed Vehicle was covered by a comprehensive and
collision insurance policy (a) in an amount at least equal to
the lesser of (1) the actual cash value of the related Financed
Vehicle or (2) the unpaid balance owing on such Target
Receivable and (b) insuring against loss and damage due to fire,
theft, transportation, collision and other risks generally
covered by comprehensive and collision coverage;
(xxviii) the total amount financed by such Target Receivable
does not exceed $28,000;
(xxix) such Target Receivable was not purchased from the related
dealer at a discount greater that 11%;
(xxx) the APR for such Target Receivable is not less that 14.5%
per annum;
(xxxi) no selection procedures believed by Borrower to be
adverse to the interest of the Lender shall have been utilized
in selecting such Target Receivables for inclusion as
Collateral;
(xxxii) such Target Receivable shall have not less than 12
monthly payments annually scheduled at origination;
(xxxiii) such Target Receivable shall not have an original
maturity date not later than 61 months from its origination date
and there have not been any re-write, forbearance of rights,
extension of time limits or other modifications of the Target
Receivable;
(xxxiv) the first scheduled payment on such Target Receivable
was not before 45 days prior to the Disbursement Date and has
been made, or, if the first scheduled payment on a Target
Receivable has not yet been made as of the related Disbursement
Date preceding its transfer, such scheduled payment will be made
on or prior to the 20th day after the due date for such
scheduled payment;
(xxxv) each Target Receivable is eligible for coverage under and
is covered by a VSI Policy acceptable in form and content to
Lender;
(xxxvi) no more that 10% of the aggregate unpaid principal
balance of the Lender Receivables owned by Borrower at any time
shall represent Financed Vehicles purchased from dealers who are
not franchised new car dealers; provided, however, that Borrower
shall not be deemed to have breached this representation if it
cures any violation of the immediately preceding clause within
20 days of the earlier to occur of (A) the first date on which
the requirements specified in the immediately preceding clause
were determined to have been breached ("Determination Date"),
and (B) the date on which Borrower has actual knowledge that the
requirements set forth in the second preceding clause have been
breached;
(xxxvii) the weighted average purchase discount with respect to
all such Lender Receivables owned by Borrower shall not exceed
10% and the weighted average APR shall not be less than 16% per
annum; provided, however, that Borrower shall not be deemed to
have breached this representation if Borrower cures any
violation of the immediately preceding clause within 20 days of
the earlier to occur of (A) the first Determination Date on
which the requirements specified in the immediately preceding
clause was determined to
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have been breached, and (B) the date on which Borrower has
actual knowledge that the requirements set forth in the second
preceding clause have been breached;
(xxxviii) no more than 2% of the aggregate unpaid principal
balance of the Lender Receivables owned by Borrower at any time
shall be in respect of Financed Vehicles with a model year prior
to 1992; provided, however, that Borrower shall not be deemed to
have breached this representation if it cures any violation of
the immediately preceding clause within 20 days of the earlier
to occur of (A) the first Determination Date on which the
requirements specified in the immediately preceding clause was
determined to have been breached, and (B) the date on which the
Borrower has actual knowledge that the requirements set forth in
the second preceding clause have been breached;
(xxxix) no Target Receivable is delinquent 20 or more days and
no Obligor with respect to any Target Receivable failed to make
the first payment (if such due date has passed) within 20 days
of such due date;
(xxxx) [Reserved];
(xxxxi) no more than 15% of the aggregate unpaid principal
balance of the Target Receivables represent Financed Vehicles
purchased from Originators.
(xxxxii) All Target Receivables have been or will be fully
entered into Debtor's computerized loan servicing system within
5 business days of Borrower's payment of the Receivable Purchase
Price with respect to the Target Receivable.
(xxxxiii) The amount funded by Lender with respect to each
Target Receivable has been reduced below the Receivables
Purchase Price by the principal portion of each payment received
prior to the Disbursement Date.
(b) In the event Borrower acts as servicer of the Lender Receivables,
the time period for liquidating repossessed Financed Vehicles will be
90 days from date of repossession.
(c) It is understood and agreed that the representations and warranties
set forth in this Section 5.02 shall survive and shall continue so long
as any such Target Receivable shall remain outstanding until such time
as such Target Receivable is repurchased pursuant to this Subsection
5.02 (c). Borrower agrees that with respect to a breach of the
representations and warranties set forth in Section 5.01 and Section
5.02 (a) which may, or does, materially and adversely affect a
Receivable or the interests of the Lender or Custodian therein, upon
discovering such breach or failure to deliver Borrower shall give
prompt written notice to the other parties. If Borrower does not
correct or cure such breach or failure within 10 days of such notice,
occurrence or discovery, then Borrower shall immediately repurchase the
affected Receivable at a purchase price equal to the then outstanding
balance of the Lender Receivable plus all of Lender's costs and
expenses associated therewith ("Repurchase Price"). Any such repurchase
shall be made without recourse against, or warranty, express or
implied, of Lender or the Custodian. The Repurchase Price shall be paid
to Lender, and upon receipt thereof, Lender, and if necessary the
Custodian, shall execute and deliver an assignment to vest ownership of
such Target Receivable in Borrower or as directed by Borrower. If, at
the time of the discovery of such breach or failure to deliver, a loss
has occurred with respect to the liquidation of such Target Receivable,
then Borrower shall pay to Lender or the Custodian an amount equal to
the amount, if any, by which the Repurchase Price exceeds the net
proceeds from such Target Receivable."
8. Article VI, Covenants, Section 6.01, Affirmative Covenants of Borrower.
Subsection (r) Servicer is amended by adding the following before the first
sentence: "Borrower will have in place a "warm backup" servicer determined
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by lender to be satisfactory and provide such "warm backup" servicer all
information and assistance to enable it to take over servicing of the Target
Receivables within hours of notice from Lender."
A new subsection is added: "(v) Replacement Receivables. Borrower agrees to
repurchase each Target Receivable that becomes sixty (60) days delinquent
or, at its option, to replace such delinquent Target Receivable with another
Target Receivable meeting the requirements of this Agreement and having an
outstanding balance at least equal to the balance of the replaced Target
Receivable."
9. Article VI, Covenants, Section 6.03, Financial Covenants. This section is
deleted and replaced with: "(a) So long as any Advance or any other amount
payable by Borrower under this Agreement or any other Loan Document or
payable by any Affiliate of Borrower under any other loan documents shall
remain unpaid, Borrower will maintain a positive net worth (as determined in
accordance with GAAP) of no less than Twenty Million Dollars ($20,000,000)
and a positive balance in cash and cash equivalents of no less than One
Million Dollars ($1,000,000).
(b) If at the end of a Payment Period the Delinquency Ratio for any
Advance is (i) 20% or higher, but less than 30%, Borrower shall, within
5 days of receipt of notice thereof, cause the Reserve for such Advance
to be increased by an amount equal to 50% of such Reserve; or (ii) 30%
or higher, Borrower shall, within 5 days of receipt of notice thereof,
repay such Advance together with any interest due thereon.
10. Article VII, Events of Default, Section 7.01, Events of Default.
The following new clause is added at the end of Section 7.01:
"(p) Any Affiliate of Borrower shall breach or Default on any obligation
owed to Lender or any representation or warranty of any Affiliate of
Borrower is inaccurate in any material respect when made or deemed made."
The final paragraph of the section is deleted in its entirety and replaced
with:
"THEN, and in any such event, (i) Lender may, at its option, by notice to
Borrower, declare the entire unpaid principal amount of any or all Advances
and Notes, all interest accrued and unpaid thereon and all other amounts
payable under this Agreement and the other Loan Documents to be forthwith
due and payable, whereupon the Loan Amount and the Notes, all such accrued
interest and all such other amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by Borrower; provided, however,
that if an event described in subsection (g) of this Section 7.01 shall
occur, the result which would otherwise occur only upon giving of notice by
Lender to Borrower as specified in clause (i) above shall occur
automatically,
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without the giving of any such notice; (ii) Lender may immediately declare
any and all of Lender's obligations under this Agreement terminated; and
(iii) Lender may immediately, and whether or not the actions referred to in
the preceding clause (i) have been taken, exercise any or all of Lender's
rights and remedies under the Loan Documents, including the rights of a
secured party pursuant to the UCC."
11. Article IX, Governing Law, Section 9.01, Governing Law. Section 9.01 is
hereby deleted in its entirety and replaced with: "This Agreement, the other
Loan Documents, and all of the transactions contemplated thereby shall be
governed by and construed in accordance with the laws of the State of New
York, without regard to any conflict of law rules which might result in the
application of the laws of any other jurisdiction. Borrower, Guarantor and
Lender have entered into this Agreement and the other Loan Documents in
specific reliance upon Section 35.51 of the Texas Business and Commerce
Code, and but for the ability of the parties hereto to agree that the law of
New York would govern the Loan Documents and transactions contemplated
thereby, Lender would not have entered into the Loan Documents, nor would
Lender have made any of the Advances.
12. Borrower hereby irrevocably Article IX, Governing Law, Section 9.02,
Jurisdiction; Immunity. Subsection (a) is hereby deleted in its entirety and
replaced with: "Borrower hereby irrevocably consents that any legal action
related in any way to this Agreement or any of the Loan Documents
("Proceeding") shall only be brought in any court of the State of Utah
located in Salt Lake City or in the United States District Court for the
District of Utah, Central Division, and by execution and delivery of this
Agreement, Borrower hereby irrevocably submits to the exclusive, personal
jurisdiction of the courts of the State of Utah located in Salt Lake City
and of the United States District Court for the District of Utah, Central
Division."
13. Article X, Miscellaneous, Section 10.01 Amendments and Waivers. Section
10.01 is deleted in its entirety and replaced with: "Borrower hereby
acknowledges its understanding that no past practices of Borrower and Lender
relating to maturity extensions, waivers, or any other modifications of the
obligations of Borrower with respect to any other previous or concurrent
financings will in any way be applicable to the Notes, the Maturity Date or
any other obligations of Borrower arising under this Agreement or any other
document or agreement relating to the transactions contemplated hereunder.
No waiver by Lender of any default, misrepresentation or breach of warranty
or covenant hereunder, whether intentional or not, shall be deemed to extend
to any prior or subsequent default, misrepresentation or breach of warranty
or covenant hereunder or affect in any way rights arising by virtue of any
prior or subsequent such occurrence. Borrower agrees to make any
amendments to the Loan Documents requested by Lender in connection with an
assignment or participation provided such amendment does not increase
Borrower's financial obligations hereunder."
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14. Article X, Miscellaneous. A new subsection is added: "Section 10.16.
Release; Lender's Discretion. Borrower (and all related and affiliated
entities thereof) for itself and for all persons and entities claiming by,
through or under any of them (collectively, the "Borrower Parties"), hereby
irrevocably, unconditionally and completely release and forever discharge
Lender and all Lender's employees, shareholders, directors, agents,
affiliates, and related parties (collectively, "Lender Parties") of and from
any and all liabilities, obligations, claims, damages, and causes of action
of any kind or nature whatsoever, at law or in equity, which Borrower
Parties (or any of them) had, has, may have, or may claim to have, directly
or indirectly against Lender or Lender Parties (or any of them), including
specifically but without limiting the generality of the foregoing, any and
all claims in any way concerning or arising out of, or relating to, the
Credit Agreement. Notwithstanding any other term or condition set forth
herein, in any other Loan Document or otherwise, Borrower and Lender
expressly agree that Lender's obligation to make any Advance (or to provide
any other financing of any kind) to Borrower or any Affiliate of Borrower
shall be in Lender's sole and absolute discretion."
15. Representations and Warranties. Borrower hereby represents and warrants to,
and covenants with, Lender that: the Recitals above are accurate; Borrower
has had the opportunity to consult with independent legal counsel with
respect to the advisability of executing this Amendment; Borrower has made
such investigation of the facts pertaining to this Amendment and all matters
pertaining hereto as it deems necessary; Borrower has read and understands
all of the terms and provisions of this Amendment; Borrower signs this
Amendment voluntarily and of its own free will, without coercion or duress,
intending to be legally bound; and, in executing this Amendment, Borrower
does not rely on any inducements, promises or representations of Lender or
any agent of Lender, other than the terms and conditions specifically set
forth in this Amendment;.
16. No other Changes. Except as modified herein, the Agreement remains unchanged
and the parties hereto reaffirm all the terms and conditions of the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers or agents thereunto duly authorized, as of the date
first above written.
"LENDER:" "BORROWER:"
SENTRY FINANCIAL CORPORATION, AUTOBOND ACCEPTANCE CO.,
a Utah corporation a Texas corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
______________________________ _____________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
____________________________ ____________________________________
Title: Chief Executive Officer Title: President
___________________________ ___________________________________
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