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EXHIBIT 10.1.a
EXECUTION COPY
AMENDMENT NO. 1
Dated as of June 25, 2004
to
CONTRIBUTION AGREEMENT
Dated as of June 5, 2003
THIS AMENDMENT NO. 1 to CONTRIBUTION AGREEMENT ("Amendment")
is
entered into as of June 25,
2004 by and among BAY VIEW ACCEPTANCE CORPORATION
("Bay View Acceptance"), a
Nevada corporation, as contributor (the
"Contributor") and BAY VIEW
RECEIVABLES CORPORATION, a corporation established
under the laws of the State
of Delaware, as depositor (the "Depositor").
PRELIMINARY STATEMENTS
A. The
Contributor and Depositor are parties to that certain
Contribution Agreement dated
as of June 5, 2003 (as the same may be amended,
restated, supplemented or
otherwise modified the "Contribution Agreement").
Capitalized terms used herein
and not otherwise defined shall have the meanings
ascribed to them in the
Contribution Agreement.
B. The
parties hereto have agreed to amend the Contribution
Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the premises set forth
above,
and other good and valuable
consideration, the receipt and sufficiency of which
are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. Amendments to the Contribution Agreement. Effective as
of
the date hereof and subject
to the satisfaction of the conditions precedent set
forth in Section 2 below, the
Contribution Agreement is hereby amended as
follows:
1.1
Sections
3.02(a)(iii), (v) and (xiv) are hereby amended by
deleting the references
therein to the "Soldiers' and Sailors' Civil Relief Act
of 1940" and replacing them
with references to the "Servicemembers' Civil Relief
Act of 2003".
1.2
Section
3.02(a)(xxv) of the Contribution Agreement is hereby
amended by restating
subparagraphs (A), (B), (G), (H) and (I) thereof as
follows:
(A)
no more than (i)
35% (determined by the Aggregate Receivable
Balance)
of all of the Receivables pledged to the Indenture Trustee,
after
taking
into consideration the Subsequent Receivables pledged to
the
Indenture
Trustee on such Funding Date, shall have been originated
in
California
and (ii) 22% (determined by the Aggregate Receivable
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Balance)
of all of the Receivables pledged to the Indenture Trustee,
after
taking
into consideration the Subsequent Receivables pledged to
the
Indenture
Trustee on such Funding Date, shall have been originated
in
Texas;
(B)
no more than 18%
(determined by the Aggregate Receivable Balance) of
all of the
Receivables pledged to the Indenture Trustee, after taking
into
consideration the Subsequent Receivables pledged to the Indenture
Trustee
on such Funding
Date, shall have been originated in any Core State other
than
California or Texas;
(G)
no more than 35%
(determined by the Aggregate Receivable Balance) of
all of the
Receivables pledged to the Indenture Trustee, after taking
into
consideration the Subsequent Receivables pledged to the Indenture
Trustee
on such
Funding Date, shall have an original term of more than 84
months;
(H)
no more than 85%
(determined by the Aggregate Receivable Balance) of
all of the
Receivables pledged to the Indenture Trustee, after taking
into
consideration the Subsequent Receivables pledged to the Indenture
Trustee
on such
Funding Date, shall have an original term of more than 72
months;
(I)
no more than 65%
(determined by the Aggregate Receivable Balance) of
all of the
Receivables pledged to the Indenture Trustee, after taking
into
consideration the Subsequent Receivables pledged to the Indenture
Trustee
on such
Funding Date, shall have been, at the time of
origination
