AMENDMENT
dated as of September 12, 1996
to
Insurance and Indemnity Agreement dated as of June 14, 1996
Insurance and Indemnity Agreement dated as of March 14, 1996
Insurance and Indemnity Agreement dated as of December 6, 1995
Insurance and Indemnity Agreement dated as of September 21, 1995
Insurance and Indemnity Agreement dated as of June 15, 1995
Insurance and Indemnity Agreement dated as of March 15, 1995
Insurance and Indemnity Agreement dated as of February 9, 1995
Insurance and Indemnity Agreement dated as of September 23, 1994
Insurance and Indemnity Agreement dated as of April 5, 1994
Insurance and Indemnity Agreement dated as of December 2, 1993
Insurance and Indemnity Agreement dated as of August 17, 1993
Insurance and Indemnity Agreement dated as of June 11, 1993
Insurance and Indemnity Agreement dated as of March 25, 1993
Amendment
to
Insurance and Indemnity Agreements
Amendment dated as of September 12, 1996 ("Amendment to Insurance and
Indemnity Agreements") to:
(i) Insurance and Indemnity Agreement dated as of June 14, 1996 (the
"Series 1996-B Insurance and Indemnity Agreement");
(ii) Insurance and Indemnity Agreement dated as of March 14, 1996, as
amended by that certain Amendment dated as of May 31, 1996 (the "May
Amendment") to certain of the Insurance and Indemnity Agreements (as
hereinafter defined) (as amended, the "Series 1996-A Insurance and
Indemnity Agreement");
(iii) Insurance and Indemnity Agreement dated as of December 6, 1995,
as amended by the May 1996 Amendment (as amended, the "Series
1995-E Insurance and Indemnity Agreement");
(iv) Insurance and Indemnity Agreement dated as of September 21, 1995, as
amended by that certain Amendment dated as of December 6, 1995 (the
"December 1995 Amendment") to certain of the Insurance and Indemnity
Agreements, as further amended by the May 1996 Amendment (as amended,
the "Series 1995-D Insurance and Indemnity Agreement");
(v) Insurance and Indemnity Agreement dated as of June 15, 1995, as
amended by the December 1995 Amendment, as further amended by the May
1996 Amendment (as amended, the "Series 1995-C Insurance and Indemnity
Agreement");
(vi) Insurance and Indemnity Agreement dated as of March 15, 1995, as
amended by that certain Amendment dated as of June 15, 1995 (the "June
1995 Amendment") to certain of the Insurance and Indemnity Agreements,
as further amended by the December 1995 Amendment and the May 1996
Amendment (as amended, the "Series 1995-B Insurance and Indemnity
Agreement");
(vii) Insurance and Indemnity Agreement dated as of February 9, 1995,
as amended by the June 1995 Amendment, as further amended by the
December 1995 Amendment and May 1996 Amendment (as amended, the
"Series 1995-A Insurance and Indemnity Agreement");
(viii) Insurance and Indemnity Agreement dated as of September 23, 1994,
as amended by the June 1995 Amendment, as further amended by the
December 1995
Amendment (as amended, the "Series 1994-B Insurance and Indemnity
Agreement");
(ix) Insurance and Indemnity Agreement dated as of April 5, 1994, as
amended by the June 1995 Amendment, as further amended by the December
1995 Amendment (as amended, the "Series 1994-A Insurance and Indemnity
Agreement");
(x) Insurance and Indemnity Agreement dated as of December 2, 1993, as
amended by the June 1995 Amendment, as further amended by the December
1995 Amendment (as amended, the "Series 1993-D Insurance and Indemnity
Agreement");
(xi) Insurance and Indemnity Agreement dated as of August 17, 1993, as
amended by the June 1995 Amendment, as further amended by the December
1995 Amendment (as amended, the "Series 1993-C Insurance and Indemnity
Agreement");
(xii) Insurance and Indemnity Agreement dated as of June 11, 1993, as
amended by the December 1995 Amendment (as amended, the "Series
1993-B Insurance and Indemnity Agreement");
(xiii) Insurance and Indemnity Agreement dated as of March 25, 1993, as
amended by the December 1995 Amendment (as amended, the "Series
1993-A Insurance and Indemnity Agreement") (each of the
agreements referred to in (i) through (xiii) herein, an
"Insurance and Indemnity Agreement," and collectively, the
"Insurance and Indemnity Agreements")
among Financial Security Assurance Inc., Olympic Automobile Receivables Trust,
1996-B, Olympic Automobile Receivables Trust, 1996-A, Olympic Automobile
Receivables Trust, 1995-E, Olympic Automobile Receivables Trust, 1995-D, Olympic
Automobile Receivables Trust, 1995-C, Olympic Automobile Receivables Trust,
1995-B, Olympic Automobile Receivables Trust, 1994-B, Olympic Automobile
Receivables Trust, 1994-A, Olympic Automobile Receivables Trust, 1993-D, Olympic
Automobile Receivables Trust, 1993-C, Olympic First GP Inc., Olympic Second GP
Inc., Olympic Receivables Finance Corp., and Olympic Financial Ltd, in each case
with respect to each Insurance and Indemnity Agreement with respect to which
such person is a party.
WHEREAS, the respective parties to each Insurance and Indemnity
Agreement (the "Respective Parties") have heretofore executed such Insurance and
Indemnity Agreement;
WHEREAS, the Respective Parties to each Insurance and Indemnity
Agreement wish to amend such Agreement.
NOW, THEREFORE, the Respective Parties to each Insurance and Indemnity
Agreement agree that such Agreement is hereby amended as follows:
Section 1. AMENDMENT TO THE SERIES 1993-A INSURANCE AND INDEMNITY
AGREEMENT AND SERIES 1993-B INSURANCE AND INDEMNITY AGREEMENT.
2
(a) The text contained in paragraph (f) of Section 5.01 in each of
the Series 1993-A Insurance and Indemnity Agreement and the Series 1993-B
Insurance and Indemnity Agreement is deleted in its entirety. Such paragraph
(f) shall be reserved in each instance and the paragraphs of Section 5.01 shall
not be redesignated as a result of the deletion effected by this Section 1.
(b) Paragraph (g) of Section 5.01 in each of the Series 1993-A
Insurance and Indemnity Agreement and the Series 1993-B Insurance and Indemnity
Agreement is amended by deleting the percentage specified therein and replacing
such percentage in each instance with the percentage corresponding to the
applicable Series specified under Column I of Exhibit A hereto.
Section 2. AMENDMENT TO THE SERIES 1993-C INSURANCE AND INDEMNITY
AGREEMENT.
(a) The text contained in paragraph (j) of Section 5.01 in the Series
1993-C Insurance and Indemnity Agreement is deleted in its entirety. Such
paragraph (j) shall be reserved and the paragraphs of Section 5.01 shall not be
redesignated as a result of the deletion effected by this Section 2.
(b) Paragraph (k) of Section 5.01 in the Series 1993-C Insurance and
Indemnity Agreement is amended by deleting the percentage specified therein and
replacing such percentage with the percentage corresponding to such Series
specified under Column I of Exhibit A hereto.
Section 3. AMENDMENT TO THE SERIES 1993-D INSURANCE AND INDEMNITY
AGREEMENT, SERIES 1994-A INSURANCE AND INDEMNITY AGREEMENT AND SERIES 1994-B
INSURANCE AND INDEMNITY AGREEMENT.
(a) The text contained in paragraph (k) of Section 5.01 in each of
the Series 1993-D Insurance and Indemnity Agreement, Series 1994-A Insurance and
Indemnity Agreement and Series 1994-B Insurance and Indemnity Agreement is
deleted in its entirety. Such paragraph (j) shall be reserved in each instance
and the paragraphs of Section 5.01 shall not be redesignated as a result of the
deletion effected by this Section 3.
(b) Paragraph (l) of Section 5.01 in each of the Series 1993-D
Insurance and Indemnity Agreement, Series 1994-A Insurance and Indemnity
Agreement and Series 1994-B Insurance and Indemnity Agreement is amended by
deleting the percentage specified therein and replacing such percentage in each
instance with the percentage corresponding to such Series specified under Column
I of Exhibit A hereto.
Section 4. AMENDMENT TO THE SERIES 1995-B INSURANCE AND INDEMNITY
AGREEMENT.
(a) The text contained in paragraph (l) of Section 5.01 in the Series
1995-B Insurance and Indemnity Agreement is deleted in its entirety. Such
paragraph (j) shall be reserved
3
and the paragraphs of Section 5.01 shall not be redesignated as a result of
the deletion effected by this Section 4.
(b) Paragraph (m) of Section 5.01 in the Series 1995-B Insurance and
Indemnity Agreement is amended by deleting the percentage specified therein and
replacing such percentage with the percentage corresponding to such Series
specified under Column I of Exhibit A hereto.
Section 5. AMENDMENT TO THE SERIES 1995-A INSURANCE AND INDEMNITY
AGREEMENT, SERIES 1995-C INSURANCE AND INDEMNITY AGREEMENT, SERIES 1995-D
INSURANCE AND INDEMNITY AGREEMENT, SERIES 1995-E INSURANCE AND INDEMNITY
AGREEMENT, SERIES 1996-A INSURANCE AND INDEMNITY AGREEMENT AND SERIES 1996-B
INSURANCE AND INDEMNITY AGREEMENT.
(a) The text contained in paragraph (j) of Section 5.01 in each of
the Series 1995-A Insurance and Indemnity Agreement, Series 1995-C Insurance and
Indemnity Agreement, Series 1995-D Insurance and Indemnity Agreement, Series
1995-E Insurance and Indemnity Agreement, Series 1996-A Insurance and Indemnity
Agreement and Series 1996-B Insurance and Indemnity Agreement is deleted in its
entirety. Such paragraph (j) shall be reserved in each instance and the
paragraphs of Section 5.01 shall not be redesignated as a result of the deletion
effected by this Section 5.
(b) Paragraph (k) of Section 5.01 in each of the Series 1995-A
Insurance and Indemnity Agreement, Series 1995-C Insurance and Indemnity
Agreement, Series 1995-D Insurance and Indemnity Agreement, Series 1995-E
Insurance and Indemnity Agreement, Series 1996-A Insurance and Indemnity
Agreement and Series 1996-B Insurance and Indemnity Agreement is amended by
deleting the percentage specified therein and replacing such percentage in each
instance with the percentage corresponding to the applicable Series specified
under Column I of Exhibit A hereto.
Section 6. COUNTERPARTS.
This Amendment to the Insurance and Indemnity Agreements may be
executed in several counterparts, each of which shall be deemed an original
hereof and all of which, when taken together, shall constitute one and the same
Amendment to the Insurance and Indemnity Agreements.
Section 7. INSURANCE AND INDEMNITY AGREEMENTS.
Except as provided herein, all provisions, terms and conditions of the
Insurance and Indemnity Agreements shall remain in full force and effect. As
amended hereby, the Insurance and Indemnity Agreements are ratified and
confirmed in all respects.
Section 8. AUTHORIZATION. By its execution hereof, Financial
Security Assurance Inc. hereby instructs the Owner Trustee of each of Olympic
Automobile Receivables Trust 1996-B, Olympic Automobile Receivables Trust
1996-A, Olympic Automobile Receivables Trust 1995-E, Olympic Automobile
Receivables Trust 1995-D, Olympic Automobile Receivables
4
Trust 1995-C, Olympic Automobile Receivables Trust 1995-B, Olympic Automobile
Receivables Trust 1994-B, Olympic Automobile Receivables Trust 1994-A,
Olympic Automobile Receivables Trust 1993-D and Olympic Automobile
Receivables Trust 1993-C, each in accordance with Section 6.3 of the
respective Trust Agreements, to execute this Amendment.
5
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
respective Insurance and Indemnity Agreements specified below as of the date set
forth on the first page hereof.
With respect to each Insurance and Indemnity
Agreement:
FINANCIAL SECURITY ASSURANCE INC.
By: /s/
--------------------------------
Authorized Officer
OLYMPIC RECEIVABLES FINANCE CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
and Chief Financial Officer
OLYMPIC FINANCIAL LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
and Chief Financial Officer
With respect to Series 1996-B Insurance and
Indemnity Agreement, Series 1996-A Insurance
and Indemnity Agreement, Series 1995-E Insurance
and Indemnity Agreement, Series 1995-D Insurance
and Indemnity Agreement, Series 1995-C Insurance
and Indemnity Agreement, Series 1995-B Insurance
and Indemnity Agreement Series 1994-B Insurance
and Indemnity Agreement, Series 1994-A Insurance
and Indemnity Agreement, Series 1993-D Indemnity
Agreement, Series 1993-C Insurance and Indemnity
Agreement:
OLYMPIC FIRST GP INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and Chief Financial Officer
OLYMPIC SECOND GP INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and Chief Financial Officer
With respect to Series 1996-B Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-B
By: Mellon Bank (DE), National Association,
not in its individual capacity, but solely in
its capacity as Owner Trustee
By: /s/ ▇.▇. ▇▇▇▇
--------------------------------
▇.▇. ▇▇▇▇
Vice President
With respect to Series 1996-A Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-A
By: Mellon Bank (DE), National Association,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/ ▇.▇. ▇▇▇▇
--------------------------------
▇.▇. ▇▇▇▇
Vice President
With respect to Series 1995-E Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1995-E
By: Wilmington Trust Company,
not in its individual capacity, but solely in
its capacity as Owner Trustee
By: /s/
--------------------------------
Name:
Title:
With respect to Series 1995-D Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1995-D
By: Wilmington Trust Company,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/
--------------------------------
Name:
Title:
With respect to Series 1995-C Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES
TRUST, 1995-C
By: Wilmington Trust Company,
not in its individual capacity, but solely in
its capacity as Owner Trustee
By: /s/
--------------------------------
Name:
Title:
With respect to Series 1995-B Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES
TRUST, 1995-B
By: Wilmington Trust Company,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/
--------------------------------
Name:
Title:
With respect to Series 1994-B Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES
TRUST, 1994-B
By: Wilmington Trust Company,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/
--------------------------------
Name:
Title:
With respect to Series 1994-A Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES
TRUST, 1994-A
By: Wilmington Trust Company,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/
--------------------------------
Name:
Title:
With respect to Series 1993-D Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES
TRUST, 1993-D
By: Wilmington Trust Company,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/
--------------------------------
Name:
Title:
With respect to Series 1993-C Insurance and
Indemnity Agreement only:
OLYMPIC AUTOMOBILE RECEIVABLES
TRUST, 1993-C
By: Wilmington Trust Company,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/
--------------------------------
Name:
Title:
EXHIBIT A
SERIES DESIGNATION COLUMN I
Series 1993-A 5.50%
Series 1993-B 5.50%
Series 1993-C 5.50%
Series 1993-D 5.50%
Series 1994-A 5.50%
Series 1994-B 5.50%
Series 1995-A 6.52%
Series 1995-B 6.67%
Series 1995-C 6.61%
Series 1995-D 6.65%
Series 1995-E 6.77%
Series 1996-A 6.95%
Series 1996-B 7.05%
