Exhibit 10.14.2


 


Execution Version


 


AMENDMENT NO. 2
TO AMENDED AND RESTATED VARIABLE FUNDING LOAN

AGREEMENT (MID-STATE TRUST XIV)


 


AMENDMENT
NO. 2 TO AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT (this “Amendment”),
dated as of April 26, 2007, by and among THREE PILLARS FUNDING, LLC, a
Delaware limited liability company (together with its successors and assigns,
the “Lender”), MID-STATE TRUST XIV, as borrower (the “Borrower”),
TREASURY BANK, a division of Countrywide Bank FSB fka Treasury Bank, a division
of Countrywide Bank N.A., a national banking association, as custodian (the “Custodian”),
THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”)
and SUNTRUST CAPITAL MARKETS, INC., a Tennessee corporation, as agent and administrative
trustee (in such capacities, the “Agent” and “Administrative Trustee”)
and SUNTRUST BANK, as a bank investor (in such capacity, the “Bank Investor”).
Capitalized terms used and not otherwise defined in this Amendment are used as
defined in the Agreement (as defined below and amended hereby).


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Lender, the
Borrower, the Custodian, the Trustee, the Agent, the Administrative Trustee and
the Bank Investor have entered into that certain Amended and Restated Variable Funding
Loan Agreement, dated as of June 15, 2006, as amended by Amendment No. 1
to Amended and Restated Variable Funding Loan Agreement, dated as of November 27,
2006 (as amended, restated, supplemented or otherwise modified to the date
hereof, the “Agreement”); and


 


WHEREAS, the Lender, the
Borrower, the Custodian, the Trustee, the Agent, the Administrative Trustee and
the Bank Investor wish to amend the Agreement, as hereinafter provided;


 


NOW, THEREFORE, in
consideration of the premised and the other mutual covenants contained herein,
the parties hereto agree as follows:


 


SECTION 1.           Facility Termination Date.  Annex A to the Agreement is hereby amended by
deleting the existing definition of “Facility Termination Date” in its entirety
and substituting in lieu thereof the following new definition:


 


“Facility Termination Date” means, notwithstanding any written
notice delivered by the Borrower to the Agent prior to April 26,
2007,  the earliest to occur of  (a) the day designated by the Borrower
as the Facility Termination Date at any time following twenty (20) days’
written notice to the Agent, (b) the date of termination of any Program
Support Agreement, (c) the date on which the Facility Termination Date is
declared or automatically occurs pursuant to Section 6.3 of the Loan
Agreement, (d) any Program Support Provider shall have given notice that
an event of default has occurred and is continuing under any Program Support
Agreement, (e) the Commercial Paper issued by the Lender or any commercial
paper issuer that finances the Lender shall not be rated at least “A-1” by
Standard & Poor’s and at least “P-1” by Moody’s, (f) an Event of
Bankruptcy with respect to (i) the Depositor or (ii) any of the
Originator and/or any 


 


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Eligible
Originators which have originated collectively 20% or more (by Principal
Balance) of all Eligible Accounts owned by the Borrower on the date of such
Event of Bankruptcy; and (g) the Scheduled Termination Date.


 


SECTION 2.           Conditions Precedent.  This Amendment shall become effective, as of
the date hereof, on the date on which the following conditions precedent shall
have been fulfilled:


 


(a)           This Amendment shall have been executed and delivered by a
duly authorized officer of each party thereto.


 


(b)           The Borrower shall be in compliance with each of its
covenants set forth herein and each of the Operative Documents to which it is a
party.


 


(c)           No event has occurred which constitutes a Facility
Termination Event or a Potential Facility Termination Event and the Facility
Termination Date shall not have occurred.


 


SECTION 3.           Reference to and Effect on the Agreement and the Related
Documents. Upon the
effectiveness of this Amendment, (i) the Borrower hereby reaffirms all
representations and warranties made by it in Article II of the Agreement
(as amended hereby) and agrees that all such representations and warranties
shall be deemed to have been restated as of the effective date of this
Amendment, (ii) the Borrower hereby represents and warrants that no
Facility Termination Event or Potential Facility Termination Event shall have
occurred and be continuing and (ii) each reference in the Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean
and be, and any referenced to the Agreement in any other document, instrument
or agreement executed and/or delivered in connection with the Agreement shall
mean and be, a reference to the Agreement as amended hereby.


 


SECTION 4.           GOVERNING LAW. 
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


 


SECTION 5.           Severability.  Each provision of this Amendment shall be
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any provision hereof, and the
unenforceability of one or more provisions of this Amendment in one
jurisdiction shall not have the effect of rendering such provision or
provisions unenforceable in any other jurisdiction.


 


SECTION 6.           Counterparts.  This Amendment may be executed in one or more
counterparts each of which shall be deemed to be an original but all of which together
shall constitute one and the sale instrument. 
Delivery of an executed counterpart of a signature page by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


SECTION 7.           Limitation of Liability.  It is expressly understood and agreed by the
parties hereto that (a) this Amendment is executed and delivered by
Wilmington Trust Company, not individually or personally but solely as trustee
of the Trust, in the exercise of the powers and authority conferred and vested
in it under the Trust Agreement, (b) each of the representations, 


 


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undertakings
and agreements herein or therein made on the part of the Trust is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose of binding
only the Trust and (c) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Amendment.


 


[signature pages omitted]


 


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