SUBSEQUENT TRANSFER AGREEMENT

 

                                                                    EXHIBIT 10.2

                         SUBSEQUENT TRANSFER AGREEMENT

     This SUBSEQUENT TRANSFER AGREEMENT is dated as of April 30, 1996 (the
"Subsequent Transfer Date") and is entered into by and between Jayhawk
Acceptance Corporation, a Texas corporation (in its individual capacity, "JAC"
and as Servicer under the Contribution and Servicing Agreement referred to
below, the "Servicer"), Jayhawk Funding Trust I, a limited purpose Delaware
business trust (the "Issuer"), Norwest Bank Texas, N.A., a national banking
association, as Trustee, and Norwest Bank Minnesota, National Association, as
Backup Servicer.

     Reference is hereby made to the Indenture (the "Indenture"), dated as of
March 15, 1996, and the Series 1996A Supplement (the "Series Supplement"), dated
as of March 15, 1996, each by and between the Issuer and the Trustee; and
reference is also hereby made to the Contribution and Servicing Agreement (the
"Contribution and Servicing Agreement"), dated as of March 15, 1996, by and
between JAC, the Servicer, the Issuer, the Trustee, and the Backup Servicer.
Capitalized terms used and not otherwise defined herein have the meanings
assigned to them in the Indenture, as supplemented by the Series Supplement, or
the Contribution and Servicing Agreement, as applicable.

                                   RECITALS:

     A.   Pursuant to the terms of the Contribution and Servicing Agreement, JAC
and the Issuer agreed to the contribution by JAC to the Issuer of Subsequent
Contracts following the Closing Date.

     B.   Pursuant to the terms of the Indenture and the Series Supplement, the
Issuer and the Trustee agreed to the pledge by the Issuer to the Trustee on
behalf of the Trust Estate and for the benefit of the Noteholders and the Note
Insurer of Subsequent Contracts following the Closing Date.

     C.   JAC, the Servicer, the Issuer, the Trustee, and the Backup Servicer
desire to enter into this Subsequent Transfer Agreement to reflect (i) the
contribution to the capital of, conveyance to, and assignment to the Issuer by
JAC without recourse (except as otherwise specifically provided in the
Contribution and Servicing Agreement) of certain motor vehicle retail
installment sale contracts which constitute Subsequent Contracts, as set forth
on the Amendment to Contract Schedule attached hereto as Schedule A (the "Added
                                                         ----------            
Contracts"), and (ii) the Grant to the Trustee by the Issuer on behalf of the
Trust Estate, without recourse (except as otherwise specifically provided in the
Indenture), of all of the Issuer's right, title, and interest in and to such
Added Contracts.

     NOW, THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
mutually acknowledged, JAC, the Servicer, the Issuer, the Trustee, and the
Backup Servicer hereby agree as follows:

     1.   Terms of the Subsequent Transfer.  JAC and the Issuer hereby agree to
          --------------------------------                                     
the contribution to the capital of, conveyance to, and assignment to the Issuer
by JAC of the Added Contracts; and the Issuer and the Trust hereby agree to the
Grant by the Issuer to the Trustee on behalf of the Trust Estate and for the
ratable benefit of the Noteholders and the Note Insurer of the Added Contracts.
The Subsequent Release Amount with respect to the Added Contracts is
$10,449,905.85, and the Subsequent Cutoff Date with respect to the Added
Contracts is April 26, 1996.

     2.   Contribution by JAC to the Issuer of the Added Contracts.
          -------------------------------------------------------- 

     (a)  JAC does hereby contribute to the capital of, convey to, and assign to
the Issuer without recourse (except as otherwise specifically provided in the
Contribution and Servicing Agreement), and does hereby grant to the Issuer all
the right, title, and interest of JAC in and to the following and any and all
benefits accruing to the Issuer from (but none of JAC's obligations under): (i)
the Added Contracts; (ii) all rights with respect to the Added Contracts
(including all guaranties and other agreements or arrangements of whatever
character from time to time supporting or securing payment of any Added
Contract, and all rights with respect to any agreement or arrangement with the
vendors, Dealers, or manufacturers of the Financed Vehicles to the extent
specifically related to any Added Contract, including, without limitation, the
related Dealer Agreements); (iii) all payments on or with respect to the Added
Contracts received on or after the Subsequent Cutoff Date, including, without
limitation, all Insurance Proceeds and Liquidation Proceeds; (iv) the security
interests in the related Financed Vehicles created by the Added Contracts; (v)
the original Added Contracts, the Title Documents, applications for Title
Documents relating to the related Financed Vehicles, and the Contract Files
relating to the Added Contracts; and (vi) proceeds of the foregoing (including,
but not by way of limitation, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time constitute all or
part or are included in the proceeds of any of the foregoing), in each case
whether now owned or hereafter acquired.

     (b)  With respect to the Added Contracts, JAC has delivered to or at the
direction of the Issuer, the Contract Files, the Assignments, and the related
Collection Account Deposit pursuant to the terms of the Contribution and
Servicing Agreement.

     (c)  The expenses and costs relating to the delivery of the Added Contracts
and this Agreement shall be borne by JAC.

     3.   Grant by the Issuer to the Trustee of the Added Contracts.  The Issuer
          ---------------------------------------------------------             
does hereby Grant to the Trustee for the ratable benefit of the Noteholders and
the Note Insurer, as security for the Issuer's obligations hereunder and under
the Series Supplement and Series 1996A Notes, without recourse, all of the
Issuer's right, title, and interest in and to the following and any and all
benefits accruing to the Issuer from (but none of the Issuer's obligations
under): (i) the Added Contracts; (ii) all rights with respect to the Added
Contracts (including all guaranties and other agreements or arrangements of
whatever character from time to time supporting or securing payment of any Added
Contract, and all rights with respect to any agreement or arrangement with the
vendors, Dealers, or manufacturers of the Financed Vehicles to the extent
specifically

                                      -2-

related to any Added Contract, including, without limitation, the related Dealer
Agreements); (iii) all payments on or with respect to the Added Contracts
received on or after the Subsequent Cutoff Date, including without limitation,
all Insurance Proceeds and Liquidation Proceeds; (iv) the security interests in
the related Financed Vehicles created by the Added Contracts; (v) the original
Added Contracts, the Title Documents, applications for Title Documents, and UCC
financing statements relating to the related Financed Vehicles, and the Contract
Files relating to the Added Contracts; (vi) all rights of the Issuer pursuant to
this Agreement; and (vii) proceeds of the foregoing (including, but not by way
of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind, and other forms of
obligations and receivables which at any time constitute all or part or are
included in the proceeds of any of the foregoing), in each case whether now
owned or hereafter acquired.

     The foregoing Grant does not constitute and is not intended to result in a
creation or an assumption by the Trustee, any Noteholder or the Note Insurer of
any obligation of the Issuer, JAC, the Servicer, or any other Person in
connection with the Trust Estate or under any agreement or instrument relating
thereto.

     The Trustee acknowledges its acceptance on behalf of the Noteholders and
the Note Insurer of all right, title, and interest previously held by the Issuer
in and to the Trust Estate, and declares that it shall maintain such right,
title, and interest in accordance with the provisions of the Indenture and the
Series Supplement and agrees to perform the duties of the Trustee set forth in
the Indenture and the Series Supplement.

     4.   Representations and Warranties; Conditions Precedent.
          ---------------------------------------------------- 

     (a)  JAC hereby (i) affirms to the Issuer, the Trustee, the Note Insurer,
and the Backup Servicer the representations, warranties, and covenants set forth
in Section 2.03(a)(i) through (x) and (xii) of the Contribution and Servicing
Agreement as of the Subsequent Transfer Date, and (ii) affirms to the Issuer,
the Trustee, the Note Insurer, and the Backup Servicer the representations,
warranties, and covenants set forth in Section 2.03(xi) and (xiii) of the
Contribution and Servicing Agreement as of the Subsequent Transfer Date, with
respect to the Added Contracts;

     (b)  JAC hereby represents, warrants, and covenants to the Issuer, the
Trustee, the Note Insurer, and the Backup Servicer that, as of the Subsequent
Transfer Date (or as of such other date as is specified below):

          (i)   JAC has not selected the Added Contracts in a manner that it
     believes is adverse to the interests of the Noteholders or the Note
     Insurer;

          (ii)  taking into consideration the Added Contracts, as of the related
     Subsequent Cutoff Date, assuming the Added Contracts had been included in
     the Contracts pledged to the Trustee as of such date: (A) the weighted
     average APR of the overall pool of Contracts would have been greater than
     or equal to 18.25%, (B) the weighted average remaining term to maturity of
     the Contracts would have been less than

                                      -3-

     or equal to 24 months, (C) the percentage of the Aggregate Contract
     Principal Balance attributable to Contracts due from Obligors residing in
     any single state would have been no more than 9.99%, (D) the portion of the
     overall pool of Contracts purchased from any single Dealer would have been
     less than or equal to 1.50% (other than those Dealers previously approved
     by the Note Insurer and then only to the limit established for each such
     Dealer by the Note Insurer), and (E) the percentage of the Aggregate
     Contract Principal Balance attributable to Contracts bearing interest at an
     APR less than 10% would have been less than or equal to 6%;

          (iii) no more than 10% of the Added Contracts are between 31 and 60
     days past due; and

          (iv)  no Added Contract has a scheduled maturity later than April 30,
     1999;

          (v)   no Added Contract has a stated maturity later than the Stated
     Maturity;

          (vi)  the related Obligor with respect to each Added Contract has made
     at least one Scheduled Payment; and

          (vii) taking into consideration the Added Contracts and any Subsequent
     Contracts previously Granted to the Trustee, no more than 60% of the Pre-
     Funding Account Deposit has been applied to pay Release Amounts in
     connection with the Grant of Subsequent Contracts purchased by JAC after
     January 15, 1996.

     (c)  The Issuer hereby reaffirms the representations, warranties, and
covenants set forth in Sections 3.02 and 3.03 of the Indenture.

     5.   Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
          -------------                                                       
THE LAWS OF THE STATE OF TEXAS, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED,
HOWEVER, THAT SECTION 4 OF THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE
PARTIES HEREUNDER WITH RESPECT TO SUCH SECTION 4 SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

     6.   Successors and Assigns.  All covenants and agreements in this
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Agreement shall inure to the benefit of and be binding upon JAC, the Issuer, and
the Trustee and their respective successors and permitted assigns.  The Note
Insurer and its successors and assigns shall be a third-party beneficiary to the
provisions of this Agreement, and shall be entitled to rely upon and directly to
enforce such provisions of this Agreement so long as no Note Insurer Default
shall have occurred and be continuing.  Nothing in this Agreement, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and permitted assigns, any benefit or any legal or
equitable right, remedy or claim under this Agreement.

                                      -4-

     7.   Counterparts.  This Agreement may be executed in any number of
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counterparts,  each of which, when so executed, shall be deemed to be an
original, but all which together shall constitute one and the same instrument.

                                      -5-

     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, as of the date
and year first above written.
 
 
                         JAYHAWK ACCEPTANCE CORPORATION,
                         in its individual capacity and as Servicer
 

                         By:  /s/ WILLIAM K. BIXBY, III
                              --------------------------------------------------
                              William K. Bixby, III
                              Vice President of Finance

                         JAYHAWK FUNDING TRUST I, as Issuer

                         By:  /s/ WILLIAM K. BIXBY, III
                              --------------------------------------------------
                              William K. Bixby, III
                              Vice President

 
                         NORWEST BANK TEXAS, N.A., as Trustee

                         By:  /s/ PAMELA M. JONES
                              --------------------------------------------------
                              Pamela M. Jones
                              Vice President

                         NORWEST BANK MINNESOTA, NATIONAL
                         ASSOCIATION, as Backup Servicer

                         By:  /s/ BONNIE SEIDEMAN
                              --------------------------------------------------
                              Bonnie Seideman
                              Assistant Vice President

                                      -6- 

Basic Info X:

Name: SUBSEQUENT TRANSFER AGREEMENT
Type: Subsequent Transfer Agreement
Date: May 13, 1996
Company: JAYHAWK ACCEPTANCE CORP
State: Texas

Other info:

Date:

  • April 30 , 1996
  • March 15 , 1996
  • April 26 , 1996
  • April 30 , 1999
  • January 15 , 1996

Organization:

  • Jayhawk Acceptance Corporation
  • Norwest Bank Texas
  • Norwest Bank Minnesota , National Association
  • Contribution and Servicing Agreement
  • Subsequent Transfer Date
  • Aggregate Contract Principal Balance
  • Grant of Subsequent Contracts
  • III Vice President of Finance JAYHAWK

Location:

  • Delaware
  • TEXAS
  • N.A.
  • MINNESOTA

Money:

  • $ 10,449,905.85

Person:

  • William K. Bixby
  • Pamela M. Jones
  • Bonnie Seideman

Percent:

  • 18.25 %
  • 9.99 %
  • 1.50 %
  • 6 %
  • 10 %
  • 60 %