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Exhibit 10.2
EXECUTION COPY
FOURTH AMENDMENT
TO
MASTER INDENTURE AND SERVICING AGREEMENT
SERIES 2002-1 SUPPLEMENT
This FOURTH AMENDMENT TO THE SERIES 2002-1 SUPPLEMENT TO
MASTER INDENTURE AND SERVICING AGREEMENT (this "AMENDMENT"), dated as of October
14, 2003, is among SIERRA RECEIVABLES FUNDING COMPANY, LLC, a limited liability
company formed under the laws of the State of Delaware, as Issuer, FAIRFIELD
ACCEPTANCE CORPORATION - NEVADA, a Delaware corporation, as Master Servicer,
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely as Trustee under the Master Indenture and
Servicing Agreement, dated as of August 29, 2002 and as subsequently amended
(the "AGREEMENT"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as Collateral Agent.
WHEREAS the Issuer, the Servicer, the Trustee and the
Collateral Agent have executed that certain Series 2002-1 Supplement to Master
Indenture and Servicing Agreement, dated as of August 29, 2002, the First
Amendment thereto dated as of March 11, 2003, the Second Amendment thereto dated
as of March 26, 2003 and the Third Amendment thereto dated as of July 17, 2003
(together, the "INDENTURE SUPPLEMENT") and capitalized terms used in this
Amendment and not otherwise defined shall have the meanings assigned to such
terms in the Indenture Supplement;
WHEREAS, the Issuer, the Master Servicer, the Trustee and the
Collateral Agent wish to amend the Indenture Supplement in accordance with
subsection 13.1(b) of the Agreement;
NOW THEREFORE, in consideration of the premises and the
agreements contained herein, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
Section 1.01. AMENDMENTS RELATING TO NEW DEFINITIONS. Section
2.01 of the Indenture Supplement is hereby amended to add the following
definitions each of which shall read in its entirety as follows and be added in
the correct alphabetical order:
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"BUSINESS DAY," for purposes of this Supplement, shall mean
any day other than (i) a Saturday or Sunday, (ii) a day on which banking
institutions in New York, New York, Las Vegas, Nevada, Chicago, Illinois,
Charlotte, North Carolina, or the city in which the Corporate Trust Office of
the Trustee is located, are authorized or obligated by law or executive order to
be closed or (iii) a day on which banks in London are closed.
"NOTEHOLDER'S LETTER" shall mean a letter substantially in the
form of Exhibit G.
Section 1.02. AMENDMENT RELATING TO TRANSFER RESTRICTIONS.
(a) AMENDMENT OF SUBSECTION 4.11(B). Subsection 4.11(b) of
the Indenture Supplement shall be and hereby is amended by adding the
following provision at the end of such subsection:
In addition, no transfer of the Series 2002-1 Notes or any
interest therein (including without limitation by pledge or
hypothecation) may be made in any manner that would result in
the outstanding securities (other than short-term paper) being
beneficially owned by more than 100 persons. For the purpose
of monitoring compliance with the foregoing restrictions and
determining whether after such transfer or resale the
outstanding securities (other than short-term paper) of the
Issuer would be beneficially owned by more than 100 persons
calculated in accordance with Section 3(c)(1) of the
Investment Company Act, the following provisions shall apply:
(1) As stated in Section 4.01, one Note and only one
Note shall be issued for each Class and such Note shall be
registered in the name of the Class Agent for that Class.
(2) No more than eight Notes, each of which shall be
issued to a single Class, shall be issued and outstanding at
any time.
(3) With respect to each Class and the Note issued
for that Class, the Class Agent shall deliver to the Issuer
and the Trustee a Noteholder's Letter in the form attached
hereto as Exhibit G together with the supporting certificates
from each member of the Class, also as included in Exhibit G.
(4) No Note or any interest therein may be
transferred (including without limitation by pledge or
hypothecation) unless the entire Note is transferred to a
Class and as a condition to the transfer of the Note to such
Class the Class Agent for the transferee Class delivers a
Noteholder's Letter to the Issuer and the Trustee; provided,
however, that such provision shall not restrict the ability of
any Conduit (as defined in the Note Purchase Agreement), under
the terms of its Liquidity Agreement or the Note Purchase
Agreement, to sell or grant to one or more Liquidity Providers
party to the Liquidity Agreement or one or more Alternate
Investors party to the Note Purchase Agreement, participating
interests or security interests in the Series 2002-1 Notes
provided that each Liquidity Provider or Alternate Investor is
a member of the Class of which the
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Conduit is a member and has been included as a member covered
in a Noteholders Letter delivered to the Trustee and Issuer.
(5) Each Class, as evidenced by the Noteholder's
Letter, shall include not more than four persons within the
meaning of Section 3(c)(1) of the Investment Company Act
unless the Issuer delivers an express written consent to a
larger number of persons.
(6) The Issuer may from time to time request that,
with respect to any Class or to all Classes, the respective
Class Agent or Class Agents deliver to the Issuer either a new
Noteholders Letter or a written statement that the information
in the Noteholder's Letter most recently delivered to the
Issuer has not changed.
(b) AMENDMENT OF SUBSECTION 4.11(C). Subsection 4.11(c) of the
Indenture Supplement shall be and hereby is amended by adding the
following provisions after clause (vii) and before the final paragraph
of that subsection:
(viii) It understands that the Issuer is not
registered as an investment company under the Investment
Company Act of 1940, as amended (the "Investment Company
Act"), but that the Issuer has an exception from registration
as such by virtue of Section 3(c)(1) of the Investment Company
Act, which in general excludes from the definition of an
investment company any issuer whose outstanding securities
(other than short-term paper) are beneficially owned by not
more that 100 persons and which has not made and does not
propose to make a public offering of its securities.
(ix) It is acquiring the Note or an interest in a
Note as a member of a Class and such Class is not permitted to
be composed of more than four persons within the meaning of
Section 3(c)(1) of the Investment Company Act unless the
Issuer has given its express written consent to a larger
number of persons.
Section 1.03. AMENDMENT TO EXHIBIT B. The following additional
legend is hereby added to the form of the Note included as Exhibit B to the
Indenture Supplement. The additional legend shall be added immediately after the
first legend and shall read in its entirety as follows:
THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT"). EACH HOLDER OF THIS NOTE AGREES
THAT THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE RESTRICTIONS IN THE SERIES 2002-1 SUPPLEMENT WHICH
LIMIT TRANSFERS ONLY TO ANOTHER CLASS AND REQUIRE THAT NO
CLASS INCLUDE MORE THAN FOUR PERSONS FOR PURPOSES OF SECTION
3(C)(1) OF THE INVESTMENT COMPANY ACT UNLESS THE ISSUER HAS
GIVEN ITS EXPRESS WRITTEN CONSENT TO A LARGER NUMBER OF
PERSONS AND AFTER ANY SUCH TRANSFER,
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THERE WILL BE NO MORE THAN 100 BENEFICIAL OWNERS OF THE NOTES.
FOR SUCH PURPOSES, THE NUMBER OF BENEFICIAL OWNERS OF THE
NOTES WILL BE CALCULATED IN ACCORDANCE WITH SECTION 3(C)(1) OF
THE INVESTMENT COMPANY ACT.
On or before the effective date of this Amendment, the Issuer
shall for each Class execute a replacement Note which shall include the above
referenced legend and deliver the replacement Notes to the Trustee for
authentication and exchange for the Notes outstanding immediately prior to the
date of this Amendment. With respect to each Class, upon surrender by the
respective Class Agent of the Note previously issued to that Class, the Trustee
shall authenticate the replacement Note for such Class, register the replacement
Note as provided in Exhibit C to the Supplement as amended by this Amendment and
deliver it as provided in Exhibit C to the Supplement as amended by this
Amendment. Upon authentication and delivery of the replacement Notes in exchange
for the previous Notes, the Trustee shall cancel and dispose of the previous
Notes in a manner satisfactory to the Trustee.
Section 1.04. AMENDMENT TO EXHIBIT C. Exhibit C to the
Indenture Supplement, setting forth information with respect to each Note and
the registration information shall be and hereby is amended to read in its
entirety as set forth in Schedule I attached to this Amendment.
Section 1.05. AMENDMENT TO ADD EXHIBIT G. Exhibit G to the
Indenture Supplement shall be and hereby is added to read in its entirety as set
forth in Schedule II attached to this Amendment.
Section 1.06. AMENDMENT TO INDEX OF EXHIBITS. The index of
Exhibits immediately following the Table of Contents in the Indenture Supplement
is hereby amended so that the reference to Exhibit G reads as follows:
EXHIBIT G Form of Noteholder's Letter..................G-1
ARTICLE II
EFFECTIVENESS OF AMENDMENT
Section 2.01. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This
Amendment shall become effective upon the execution of this Amendment by each of
the parties hereto and the consent of all Holders as evidenced by the execution
of the Consents attached hereto and by the delivery by each Class Agent to the
Issuer and the Trustee of a Noteholder's Letter accompanied by the supporting
certificates of the Members.
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ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. SUPPLEMENT IN FULL FORCE AND EFFECT AS AMENDED.
Except as specifically stated herein, all of the terms and conditions of the
Master Indenture and the Indenture Supplement, as previously amended, shall
remain in full force and effect. All references to the Indenture Supplement in
any other document or instrument shall be deemed to mean the Indenture
Supplement, as amended and supplemented by this Amendment. This Amendment shall
not constitute a novation of the Master Indenture or the Indenture Supplement,
but shall constitute an amendment thereto. The parties hereto agree to be bound
by the terms and obligations of the Indenture Supplement, as amended by this
Amendment, as though the terms and obligations of the Indenture Supplement were
set forth herein.
Section 3.02. COUNTERPARTS. This Amendment may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 3.03. GOVERNING LAW. THIS AMENDMENT IS GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Issuer, the Master Servicer, the
Trustee and the Collateral Agent have caused this Amendment to be duly executed
by their respective officers thereunto duly authorized, all as of the day and
year first above written.
SIERRA RECEIVABLES FUNDING COMPANY, LLC,
as Issuer
By: /s/ JOHN P. COLE
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Name: John P. Cole
Title: President and Treasurer
FAIRFIELD ACCEPTANCE CORPORATION-NEVADA,
as Master Servicer
By: /s/ JOHN P. COLE
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Name: John P. Cole
Title: President and Treasurer
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By: /s/ CHERYL WHITEHEAD
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Name: Cheryl Whitehead
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Collateral Agent
By: /s/ CHERYL WHITEHEAD
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Name: Cheryl Whitehead
Title: Vice President