EXHIBIT 10.7(b)
EXECUTION COPY
AMENDMENT NO. 1 TO
MASTER TRUST ACCOUNT AGREEMENT
THIS AMENDMENT NO. 1 TO MASTER TRUST ACCOUNT AGREEMENT (this "Amendment")
is made as of October 7, 2003 by and among UNION ACCEPTANCE CORPORATION ("UAC"),
individually and as predecessor servicer (the "Predecessor Servicer"), UAC
SECURITIZATION CORPORATION ("UACSC") as seller, PERFORMANCE SECURITIZATION
CORPORATION ("PSC"), as seller and as depositor, BNY MIDWEST TRUST COMPANY, as
successor to the corporate trust administration of ▇▇▇▇▇▇ Trust and Savings
Bank, as indenture trustee under the various Indentures described below other
than the 2000-B Indenture (as defined below) (the "BNY Indenture Trustee") and
as trustee (the "Trustee") under the various Pooling and Servicing Agreements
described below, THE BANK OF NEW YORK, as indenture trustee under the 2000-B
Indenture (the "BONY Indenture Trustee"), WILMINGTON TRUST COMPANY, as master
trustee (the "Master Trustee"), SYSTEMS & SERVICES TECHNOLOGIES, INC., ("SST"
and, in its capacity as servicer or successor servicer under the Servicing
Agreements, "Servicer" or "Successor Servicer"), JPMORGAN CHASE BANK, as master
trust paying agent (the "Master Trust Paying Agent"), MBIA INSURANCE
CORPORATION, as financial guaranty insurer ("MBIA") and the CREDITOR
REPRESENTATIVE (UAC, UACSC, PSC, the Trustee, the BONY Indenture Trustee, the
BNY Indenture Trustee, the Master Trustee, SST, the Master Trust Paying Agent,
MBIA and the Creditor Representative, each party in each of its capacities
listed above, collectively the "MTAA Parties").
PRELIMINARY STATEMENTS
WHEREAS, the MTAA Parties entered into that certain Master Trust Account
Agreement dated as of April 17, 2003 (the "Master Trust Agreement");
WHEREAS, each of UACSC and PSC wishes to refinance certain Notes and
Investor Certificates that are presently subject to the Master Trust Agreement
by exercising certain clean up calls to reacquire certain motor vehicle loans
from eligible trusts by having UACSC issue new notes (the "UACSC Notes") backed
by such reacquired motor vehicle loans;
WHEREAS, the UACSC Notes will be issued pursuant to that certain Base
Indenture (the "Base Indenture") dated as of October 7, 2003 by and among UACSC,
JPMorgan Chase Bank, as paying agent (in such capacity thereunder, the "Paying
Agent") and as Note Registrar (in such capacity thereunder, the "Note
Registrar"), and Wilmington Trust Company, as indenture trustee (in such
capacity thereunder, the "UACSC Indenture Trustee") including any supplements to
such Base Indenture entered into between UACSC and the UACSC Indenture Trustee
from time to time (the "Series Supplements" and together with the Indenture, the
"UACSC Indenture");
WHEREAS, the motor vehicle loans acquired by UACSC as described above will
be serviced pursuant to that certain Servicing Agreement dated as of October 7,
2003 between UACSC and SST (the "UACSC Servicing Agreement");
WHEREAS, the UACSC Notes will be guaranteed by MBIA pursuant to the terms
of certain insurance policies (the "UACSC Policies") to be issued pursuant to
that certain Master Insurance and Reimbursement Agreement (the "2003 Master
Insurance Agreement") dated as of October 7, 2003 between UACSC and MBIA;
WHEREAS, UACSC expects that the issuance of the UACSC Notes and refinancing
of the Investor Certificates as described above will benefit the MTAA Parties;
WHEREAS, it is a condition precedent to the issuance of the UACSC Notes
that the MTAA Parties modify the Master Trust Agreement such that (i) the UACSC
Notes be considered "Notes" thereunder, (ii) the UACSC Indenture be considered
an "Indenture" thereunder, (iii) the UACSC Servicing Agreement be considered a
"Servicing Agreement" thereunder, and (iv) certain other provisions be modified
as described herein.
WHEREAS, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto mutually desire to enter into this
Amendment as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the parties hereto agree as follows.
SECTION 1. General Definitions. Capitalized terms used herein shall have
the meanings assigned to such terms in the Master Trust Agreement.
SECTION 2. Amendments to the Master Trust Agreement.
(a) Section 1.01 of the Master Trust Agreement is hereby amended to
insert the following definitions therein:
"Eligible Refinancing Transaction" means each of (a) the 1998-A
Transaction; (b) the 1998-B Transaction; (c) the 1998-C Transaction;
(d) the 1998-D Transaction; (e) the PSC Transaction; (f) the 1999-A
Transaction; (g) the 1999-B Transaction; (h) the 1999-C Transaction
and (i) the 1999-D Transaction, and "Eligible Refinancing
Transactions" means such Eligible Refinanced Transactions
collectively.
"Indenture" means each of (a) the 1999-B Indenture; (b) the 1999
Master Indenture and Security Agreement; (c) the ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇; (d)
the 1999-D Indenture; (e) the 2000-A Indenture; (f) the 2000-B
Indenture; (g) the 2000-D Indenture; (h) the 2001-A Indenture; (i) the
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇; (j) the 2002-A Indenture; and (k) the UACSC
Indenture; and "Indentures" means such Indentures collectively.
"Indenture Trustee" means each of (i) the BONY Indenture Trustee,
(ii) the BNY Indenture Trustee, and (iii) the UACSC Indenture Trustee,
and "Indenture Trustees" means such Indenture Trustees collectively.
"Notes" shall mean any Notes issued pursuant to any of the
Indentures. 2
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"Refinanced Transaction" means any Eligible Refinancing
Transaction beginning on the date on which such Eligible Refinancing
Transaction is refinanced pursuant to UACSC and/or PSC exercising a
clean up call with respect thereto and UACSC issuing replacement Notes
under the UACSC Indenture,
"Series Supplements" means, with respect to the UACSC Indenture,
any supplemental indentures entered into between UACSC and Wilmington
Trust Company pursuant to the terms of the UACSC Indenture.
"Servicing Agreement" means each of (a) the 1998-A Servicing
Agreement; (b) the 1998-B Servicing Agreement; (c) the 1998-C
Servicing Agreement; (d) the 1998-D Servicing Agreement; (e) the PSC
Servicing Agreement; (f) the 1999-A Servicing Agreement; (g) the
1999-B Servicing Agreement; (h) the 1999 Master Trust and Servicing
Agreement; (i) the 1999-C Servicing Agreement; (j) the 1999-D
Servicing Agreement; (k) the 2000-A Servicing Agreement; (1) the
2000-B Servicing Agreement; (m) the 2000-D Servicing Agreement; (n)
the 2001-A Servicing Agreement; (o) the 2001-C Servicing Agreement;
(p) the 2002-A Servicing Agreement; and (q) the UACSC Servicing
Agreement; and "Servicing Agreements" means such Servicing Agreements
collectively.
"Transaction" means each of (a) the 1998-A Transaction; (b) the
1998-B Transaction; (c) the 1998-C Transaction; (d) the 1998-D
Transaction; (e) the PSC Transaction; (f) the 1999-A Transaction; (g)
the 1999-B Transaction; (h) the 1999 Master Owner Trust Transaction;
(i) the 1999-C Transaction; (j) the 1999-D Transaction; (k) the 2000-A
Transaction; (1) the 2000-B Transaction; (m) the 2000-D Transaction;
(n) the 2001-A Transaction; (o) the 2001-C Transaction; (p) the 2002-A
Transaction; and (q) the UACSC Transaction; and "Transactions" means
such Transactions collectively.
"UACSC Indenture" means that certain Base Indenture dated as of
October 7, 2003 between UACSC, JPMorgan Chase Bank, as paying agent
and as note registrar, and Wilmington Trust Company, as indenture
trustee, including any Series Supplements, as the same may be amended,
restated, supplemented or modified from time to time.
"UACSC Indenture Trustee" means Wilmington Trust Company as
indenture trustee under the UACSC Indenture.
"UACSC Servicing Agreement" means that certain Servicing
Agreement dated as of October 7, 2003 between UACSC and SST, as the
same may be amended, restated, supplemented or modified from time to
time.
"UACSC Transaction" means the transactions contemplated by the
UACSC Indenture.
(b) Section 1.01 of the Master Trust Agreement is hereby further
amended to modify the definition of "Excess Cash" by:
(i) deleting the word "and" directly preceding clause (iii)
thereof and substituting therefor a (",");
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(ii) deleting the (".") at the end of clause (iii) and
substituting therefor a (";"); and
(iii) inserting the following at the conclusion thereof:
"and (iv) Section 11.2(e) of the UACSC Indenture with respect to the
UACSC Transaction; provided, that, notwithstanding the foregoing,
Excess Cash shall not include amounts released from any Spread Account
for a Refinanced Transaction if and to the extent that such amounts
are required to be deposited into the Spread Account for the
replacement Notes being issued under the UACSC Transaction."
(c) Section 1.01 of the Master Trust Agreement is hereby further
amended to modify the definition of "Payment Date" by deleting clause (i)
thereof in its entirety and replacing therefor the following:
"(i) with respect to the Grantor Trust Transactions, the PSC
Transaction and the UACSC Transaction, the "Distribution Date"
(as such term is defined in the Grantor Trust Servicing
Agreements, the PSC Servicing Agreement and the UACSC Servicing
Agreement, respectively) and"
(d) Section 1.01 of the Master Trust Agreement is hereby further
amended to modify the definition of "Residual Certificateholders" by:
(i) deleting the word "and" directly preceding clause (iii)
thereof and substituting therefor a (",");
(ii) deleting the (".") at the end of clause (iii) and
substituting therefor a (";"), and
(iii) inserting the following the conclusion thereof:
"and (iv) with respect to the UACSC Transaction, UACSC."
(e) Section 2.04 of the Master Trust Agreement is hereby amended by:
(i) deleting the (".") at the end of the first sentence thereof
and substituting therefor a (";"); and
(ii) inserting the following at the conclusion of the first
sentence thereof:
"provided, however, that, solely for the purposes of the UACSC
Transaction, each of the preceding references to 'Section 9.01 of
the Servicing Agreements and/or Indentures' in this sentence
shall instead be references to 'Section 4.01 of the UACSC
Servicing Agreement and Section 3.3 of the UACSC Indenture.'"
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(f) Each of Section 2.05(c) and 2.05(d) of the Master Trust Agreement
is hereby amended by deleting the phrase "the BNY Indenture Trustee and/or
the BONY Indenture Trustee and/or Trustee" in each such Section and
substituting therefor the following:
"the BNY Indenture Trustee, the BONY Indenture Trustee, the Trustee
and/or the UACSC Indenture Trustee"
(g) Section 7.05 of the Master Trust Agreement is hereby amended by
inserting the following to the list of notice addresses therein:
"If to the UACSC Indenture Trustee:
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇"
SECTION 3. Direction and Waiver. By its signature hereto, each of UACSC,
PSC and MBIA, as the Control Party for the Eligible Refinancing Transactions,
hereby directs the Indenture Trustees and the Trustee therefor to cause, upon
exercise of the clean-up calls with respect thereto and issuance of the UACSC
Notes, any and all amounts on deposit in the Spread Account and in the Payahead
Accounts for such Transactions to be deposited into the Spread Account and
Payahead Account, respectively, being established for the related Series of
Notes issued under the UACSC Indenture, the account numbers for which will be
further confirmed by MBIA and UACSC. Each of the parties hereto acknowledges and
agrees to the foregoing and agrees that such deposit shall be deemed to comply
with the terms of the Eligible Refinancing Transactions and the Master Trust
Agreement, and that neither the Master Trustee nor BNY Midwest Trust Company, as
the Trustee for such Transactions, shall have any liability to any party hereto
for acting in accordance with such direction.
SECTION 4. Servicing Transfer Agreement. UAC, UACSC, PSC, MBIA, SST and the
Creditor Representative acknowledge and agree that (and the Servicing Transfer
Agreement is hereby amended to the extent necessary to provide that) the UACSC
Servicing Agreement shall be deemed a "Servicing Agreement" and the UACSC
Transaction shall be deemed a "Transaction" for the purposes of the Servicing
Transfer Agreement. After the Effective Date, PSC shall not longer be a party to
the Servicing Transfer Agreement, and its interest therein, if any, is hereby
assigned to UACSC. The UACSC Indenture Trustee shall be deemed an Indenture
Trustee under the Servicing Transfer Agreement.
SECTION 5. Conditions Precedent; Direction to Master Trustee. The Master
Trustee shall have received an executed counterpart of this Amendment from each
of the parties hereto. Upon such receipt by the Master Trustee, the MTAA Parties
(other than the Master Trustee) hereby direct the Master Trustee to execute and
deliver this Amendment.
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SECTION 6. Reference to and Effect on the Master Trust Agreement. Except as
specifically set forth above, the Master Trust Agreement, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein and for the limited purposes set forth
herein, operate as a waiver of any right, power or remedy of any MTAA Party, nor
constitute a waiver of any provisions of the Master Trust Agreement, or any
other documents, instruments and agreements executed and/or delivered in
connection therewith.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED,
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.
SECTION 8. Counterparts. This Amendment may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original
and all such counterparts shall constitute one and the same instrument.
Remainder of page intentionally blank.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment, all as
of the day and year first above mentioned.
UNION ACCEPTANCE CORPORATION,
individually and as Predecessor Servicer
under each Servicing Agreement
By: /s/ ▇▇▇▇ ▇. ▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇
Title: President and CFO
UAC SECURITIZATION CORPORATION,
as Seller under each Grantor Trust
Servicing Agreement and Owner Trust
Servicing Agreement and
Certificateholder
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
PERFORMANCE SECURITIZATION CORPORATION,
as Seller under the PSC Servicing
Agreement and Certificateholder
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
WILMINGTON TRUST COMPANY,
as Master Trustee
By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
BNY MIDWEST TRUST COMPANY, not in
its individual capacity but solely as
Indenture Trustee under the various
Indentures other than the 2000-B
Indenture described in the Master Trust
Agreement and as Trustee under the
various Pooling and Servicing Agreements
described in the Master Trust Agreement
By: /s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to
Amendment No. 1 to
Master Trust Account Agreement
THE BANK OF NEW YORK, not in its
individual capacity but solely as
Indenture Truste under the 2000-B
Indenture described in the Master
Trust Agreement
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Agent
SYSTEMS & SERVICES TECHNOLOGIES, INC.,
as Servicer or Successor Servicer under
the Servicing Agreements
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: EVP/Secretary
JPMORGAN CHASE BANK, as Master Trust
Paying Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Vice President
MBIA INSURANCE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
CREDITOR REPRESENTATIVE
By: Plan Committee under the Second A
mended Plan of Reorganization of Union
Acceptance Corporation
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
Signature Page to
Amendment No. 1 to
Master Trust Account Agreement
Acknowledged and Agreed as of October 7, 2003:
WILMINGTON TRUST COMPANY,
as UACSC Indenture Trustee
By: /w/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President