EXECUTION COPY
AMENDMENT
dated as of December 16, 1997
among
ARCADIA FINANCIAL LTD.
ARCADIA RECEIVABLES FINANCE CORP.
FINANCIAL SECURITY ASSURANCE INC.
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Collateral Agent
Series 1997-C Supplement dated as of September 18, 1997
Series 1997-B Supplement dated as of June 19, 1997
Series 1997-A Supplement dated as of March 20, 1997
Series 1996-D Supplement dated as of December 12, 1996
Series 1996-C Supplement dated as of September 12, 1996
Series 1996-B Supplement dated as of June 14, 1996
Series 1996-A Supplement dated as of March 14, 1996
Series 1995-E Supplement dated as of December 6, 1995
Series 1995-D Supplement dated as of September 21, 1995
Series 1995-C Supplement dated as of June 15, 1995
Series 1995-B Supplement dated as of March 15, 1995
Series 1995-A Supplement dated as of February 9, 1995
Series 1994-B Supplement dated as of September 23, 1994
to
Spread Account Agreement
dated as of March 25, 1993
as amended and restated as of December 16, 1997
Amendment dated as of December 16, 1997 among ARCADIA FINANCIAL LTD.
(formerly known as Olympic Financial Ltd.), a Minnesota corporation ("AFL"),
ARCADIA RECEIVABLES FINANCE CORP. (formerly known as Olympic Receivables Finance
Corp.), a Delaware corporation (the "Seller"), FINANCIAL SECURITY ASSURANCE
INC., a New York stock insurance company ("Financial Security") and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Collateral Agent to the:
(1) Series 1997-C Supplement dated as of September 18, 1997 (the "Series
1997-C Supplement");
(2) Series 1997-B Supplement dated as of June 19, 1997 (the "Series 1997-B
Supplement");
(3) Series 1997-A Supplement dated as of March 20, 1997 (the "Series
1997-A Supplement");
(4) Series 1996-D Supplement dated as of December 12, 1996 (the "Series
1997-D Supplement");
(5) Series 1996-C Supplement dated as of September 12, 1996 (the "Series
1997-C Supplement");
(6) Series 1996-B Supplement dated as of June 14, 1996 (the "Series 1996-B
Supplement");
(7) Series 1996-A Supplement dated as of March 14, 1996 (the "Series
1996-A Supplement");
(8) Series 1995-E Supplement dated as of December 6, 1995 (the "Series
1995-E Supplement");
(9) Series 1995-D Supplement dated as of September 21, 1995 (the "Series
1995-D Supplement");
(10) Series 1995-C Supplement dated as of June 15, 1995 (the "Series 1995-C
Supplement");
(11) Series 1995-B Supplement dated as of March 15, 1995 (the "Series
1995-B Supplement");
(12) Series 1995-A Supplement dated as of February 9, 1995 (the "Series
1995-A Supplement"); and
(13) Series 1994-B Supplement dated as of September 23, 1994 (the "Series
1994-B Supplement")
2
to the Spread Account Agreement, dated as of March 25, 1993, as amended and
restated as of December 16, 1997 among AFL, the Seller, Financial Security and
Norwest Bank Minnesota, National Association as Trustee and as Collateral Agent
(the "Spread Account Agreement").
WHEREAS, Section 8.03 of the Spread Account Agreement permits
amendment of the Spread Account Agreement upon the terms and conditions
specified therein;
WHEREAS, the parties to the Spread Account Agreement (the "Parties")
have heretofore executed the Series Supplements;
WHEREAS, the Parties wish to amend the Series Supplements.
NOW, THEREFORE, the Parties agree that the Series Supplements are
hereby amended effective as of the date hereof as follows:
Section 1. DEFINITIONS.
Each term used but not defined herein shall have the meaning assigned
to such term in the Spread Account Agreement or in the relevant Series
Supplement thereto, and when used herein with respect to a particular Series
shall have the meaning assigned to such term of such Series.
Section 2. AMENDMENT OF THE SERIES 1997-C SUPPLEMENT, THE SERIES
1997-B SUPPLEMENT AND THE SERIES 1997-A SUPPLEMENT.
(a) Paragraph (i) of the definition of "Trigger Event" in Section 1.1
of each of the Series 1997-C Supplement, the Series 1997-B Supplement and the
Series 1997-A Supplement 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 Schedule III.
(b) Paragraphs (ii) and (iii) of the definition of "Trigger Event" in
Section 1.1 of each of the Series 1997-C Supplement, the Series 1997-B
Supplement and the Series 1997-A Supplement are amended to read in their
entirety as follows:
(ii) with respect to any Determination Date, the Cumulative
Default Rate shall be equal to or greater than the percentage set
forth under the applicable Column of Schedule I corresponding to
such Determination Date;
(iii) with respect to any Determination Date, the Cumulative
Net Loss Rate shall be equal to or greater than the percentage
set forth under the applicable Column of Schedule II
corresponding to such Determination Date;
3
Section 3. AMENDMENT OF THE SERIES 1996-D SUPPLEMENT, THE SERIES
1996-C SUPPLEMENT, THE SERIES 1996-B SUPPLEMENT, THE SERIES 1996-A SUPPLEMENT,
THE SERIES 1995-E SUPPLEMENT, THE SERIES 1995-D SUPPLEMENT, THE SERIES 1995-C
SUPPLEMENT, THE SERIES 1995-B SUPPLEMENT, THE SERIES 1995-A SUPPLEMENT AND THE
SERIES 1994-B SUPPLEMENT.
(a) Paragraph (ii) of the definition of "Trigger Event" in Section
1.1 of each of the Series 1996-D Supplement, the Series 1996-C Supplement, the
Series 1996-B Supplement, the Series 1996-A Supplement, the Series 1995-E
Supplement, the Series 1995-D Supplement, the Series 1995-C Supplement, the
Series 1995-B Supplement, the Series 1995-A Supplement and the Series 1994-B
Supplement 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 Schedule III.
(b) Paragraphs (iii) and (iv) of the definition of "Trigger Event" in
Section 1.1 of the Series 1996-D Supplement, the Series 1996-C Supplement, the
Series 1996-B Supplement, the Series 1996-A Supplement, the Series 1995-E
Supplement, the Series 1995-D Supplement, the Series 1995-C Supplement, the
Series 1995-B Supplement, the Series 1995-A Supplement and the Series 1994-B
Supplement are amended to read in their entirety as follows:
(iii) with respect to any Determination Date, the Cumulative
Default Rate shall be equal to or greater than the percentage set
forth under the applicable Column of Schedule I corresponding to
such Determination Date;
(iv) with respect to any Determination Date, the Cumulative Net
Loss Rate shall be equal to or greater than the percentage set
forth under the applicable Column of Schedule II corresponding to
such Determination Date;
Section 4. SCHEDULES.
For purposes of the above amendments, "Schedule I", "Schedule II" and
"Schedule III" are the schedules attached hereto as Schedule I, Schedule II and
Schedule III, respectively.
Section 5. COUNTERPARTS.
This Amendment to the Series Supplements 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 Series
Supplements.
Section 6. RATIFICATION OF SPREAD ACCOUNT AGREEMENT.
Except as provided herein, all provisions, terms and conditions of the
Spread Account Agreement, including each Series Supplement, shall remain in full
force and effect.
4
As amended hereby, the Spread Account Agreement, including each Series
Supplement, is ratified and confirmed in all respects.
Section 7. TERMINATION.
The parties agree that this Amendment shall be in effect only for so
long as Financial Security shall not have delivered a notice to AFL and the
Collateral Agent specifying that this Amendment shall cease to be in effect
after the date specified in the notice. Upon such termination, the default and
loss triggers in effect immediately before the effectiveness of this amendment
(the "Current Triggers") shall be in effect from and after the date of such
termination.
5
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth on the first page hereof.
ARCADIA FINANCIAL LTD.
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx
Executive Vice President
and Chief Financial Officer
ARCADIA RECEIVABLES FINANCE CORP.
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx
Executive Vice President
and Chief Financial Officer
FINANCIAL SECURITY ASSURANCE INC.
By /s/ illegible
--------------------------------------
Authorized Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Collateral Agent
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Corporate Trust Officer
SCHEDULE I
CUMULATIVE DEFAULT RATE
----------------------------------------------------------------------
Column A B C D E F
----------------------------------------------------------------------
Month 1997-C 1997-B 1997-A 1996-D 1996-C 1996-B
----------------------------------------------------------------------
0 to 3 2.08% 2.08% 2.04% 1.99% 1.95% 1.93%
3 to 6 4.15% 4.15% 4.08% 3.97% 3.90% 3.86%
6 to 9 6.01% 6.01% 5.91% 5.75% 5.65% 5.58%
9 to 12 7.68% 7.68% 7.55% 7.34% 7.21% 7.13%
----------------------------------------------------------------------
12 to 15 9.89% 9.89% 9.72% 9.46% 9.29% 9.18%
15 to 18 11.90% 11.90% 11.70% 11.38% 11.18% 11.05%
18 to 21 13.66% 13.66% 13.42% 13.06% 12.82% 12.68%
----------------------------------------------------------------------
21 to 24 15.18% 15.18% 14.92% 14.52% 14.26% 14.10%
24 to 27 15.98% 15.98% 15.70% 15.28% 15.00% 14.83%
27 to 30 16.62% 16.62% 16.33% 15.89% 15.61% 15.43%
30 to 33 17.18% 17.18% 16.89% 16.43% 16.13% 15.95%
----------------------------------------------------------------------
33 to 36 17.66% 17.66% 17.36% 16.89% 16.59% 16.40%
36 to 39 17.89% 17.89% 17.59% 17.11% 16.81% 16.61%
39 to 42 18.07% 18.07% 17.77% 17.28% 16.97% 16.78%
42 to 45 18.23% 18.23% 17.92% 17.43% 17.12% 16.92%
----------------------------------------------------------------------
45 to 48 18.36% 18.36% 18.04% 17.55% 17.24% 17.04%
48 to 51 18.46% 18.46% 18.14% 17.65% 17.34% 17.14%
51 to 54 18.54% 18.54% 18.23% 17.73% 17.41% 17.22%
54 to 57 18.61% 18.61% 18.29% 17.79% 17.48% 17.28%
57 to 60 18.66% 18.66% 18.34% 17.84% 17.52% 17.32%
----------------------------------------------------------------------
60 to 63 18.69% 18.69% 18.37% 17.87% 17.55% 17.35%
63 to 66 18.71% 18.71% 18.39% 17.89% 17.57% 17.37%
66 to 69 18.72% 18.72% 18.40% 17.90% 17.59% 17.39%
69 to 72 18.73% 18.73% 18.41% 17.91% 17.59% 17.39%
----------------------------------------------------------------------
--------------------------------------------------------------------------------
Column G H I J K L M
--------------------------------------------------------------------------------
Month 1996-A 1995-E 1995-D 1995-C 1995-B 1995-A 1994-B
--------------------------------------------------------------------------------
0 to 3 1.80% 1.77% 1.70% 1.67% 1.68% 1.64% 1.31%
3 to 6 3.60% 3.53% 3.40% 3.33% 3.35% 3.28% 2.63%
6 to 9 5.21% 5.11% 4.92% 4.82% 4.85% 4.75% 3.80%
9 to 12 6.66% 6.53 % 6.28% 6.16% 6.19% 6.06% 4.86%
--------------------------------------------------------------------------------
12 to 15 8.57% 8.41% 8.09% 7.93% 7.97% 7.81% 6.25%
15 to 18 10.31% 10.12% 9.73% 9.54% 9.59% 9.39% 7.52%
18 to 21 11.83% 11.61% 11.17% 10.95% 11.01% 10.78% 8.63%
--------------------------------------------------------------------------------
21 to 24 13.15% 12.90% 12.42% 12.17% 12.24% 11.98% 9.60%
24 to 27 13.84% 13.58% 13.07% 12.81% 12.88% 12.61% 10.10%
27 to 30 14.40% 14.13% 13.59% 13.33% 13.40% 13.11% 10.51%
30 to 33 14.89% 14.60% 14.05% 13.78% 13.85% 13.56% 10.86%
--------------------------------------------------------------------------------
33 to 36 15.31% 15.01% 14.45% 14.16% 14.24% 13.94% 11.17%
36 to 39 15.51% 15.21% 14.64% 14.35% 14.43% 14.12% 11.31%
39 to 42 15.66% 15.36% 14.78% 14.49% 14.57% 14.26% 11.43%
42 to 45 15.79% 15.49% 14.91% 14.62% 14.70% 14.38% 11.52%
--------------------------------------------------------------------------------
45 to 48 15.91% 15.60% 15.01% 14.72% 14.80% 14.48% 11.60%
48 to 51 16.00% 15.69% 15.10% 14.80% 14.88% 14.57% 11.67%
51 to 54 16.07% 15.76% 15.17% 14.87% 14.95% 14.63% 11.72%
54 to 57 16.12% 15.82% 15.22% 14.92% 15.00% 14.68% 11.76%
57 to 60 16.17% 15.86% 15.26% 14.96% 15.04% 14.72% 11.79%
--------------------------------------------------------------------------------
60 to 63 16.19% 15.89% 15.29% 14.99% 15.07% 14.75% 11.81%
63 to 66 16.21% 15.90% 15.30% 15.01% 15.09% 14.77% 11.83%
66 to 69 16.23% 15.92% 15.32% 15.02% 15.10% 14.78% 11.84%
69 to 72 16.23% 15.92% 15.32% 15.02% 15.10% 14.78% 11.84%
--------------------------------------------------------------------------------
I-1
SCHEDULE II
CUMULATIVE NET LOSS RATE
----------------------------------------------------------------------
Column A B C D E F
----------------------------------------------------------------------
Month 1997-C 1997-B 1997-A 1996-D 1996-C 1996-B
----------------------------------------------------------------------
0 to 3 0.86% 0.86% 0.85% 0.83% 0.83% 0.82%
3 to 6 1.72% 1.72% 1.70% 1.65% 1.65% 1.65%
6 to 9 2.49% 2.49% 2.46% 2.39% 2.39% 2.39%
9 to 12 3.18% 3.18% 3.14% 3.05% 3.05% 3.05%
----------------------------------------------------------------------
12 to 15 4.09% 4.09% 4.04% 3.93% 3.93% 3.92%
15 to 18 4.92% 4.92% 4.86% 4.73% 4.73% 4.72%
18 to 21 5.65% 5.65% 5.58% 5.43% 5.43% 5.42%
21 to 24 6.28% 6.28% 6.20% 6.04% 6.04% 6.02%
----------------------------------------------------------------------
24 to 27 6.61% 6.61% 6.52% 6.35% 6.35% 6.34%
27 to 30 6.88% 6.88% 6.79% 6.61% 6.61% 6.59%
30 to 33 7.11% 7.11% 7.02% 6.83% 6.83% 6.81%
33 to 36 7.31% 7.31% 7.21% 7.03% 7.03% 7.01%
----------------------------------------------------------------------
36 to 39 7.40% 7.40% 7.31% 7.12% 7.12% 7.10%
39 to 42 7.48% 7.48% 7.38% 7.19% 7.19% 7.17%
42 to 45 7.54% 7.54% 7.44% 7.25% 7.25% 7.23%
45 to 48 7.59% 7.59% 7.50% 7.30% 7.30% 7.28%
----------------------------------------------------------------------
48 to 51 7.64% 7.64% 7.54% 7.34% 7.34% 7.32%
51 to 54 7.67% 7.67% 7.57% 7.38% 7.38% 7.36%
54 to 57 7.70% 7.70% 7.60% 7.40% 7.40% 7.38%
57 to 60 7.72% 7.72% 7.62% 7.42% 7.42% 7.40%
----------------------------------------------------------------------
60 to 63 7.73% 7.73% 7.63% 7.43% 7.43% 7.41%
63 to 66 7.74% 7.74% 7.64% 7.44% 7.44% 7.42%
66 to 69 7.75% 7.75% 7.65% 7.45% 7.45% 7.43%
69 to 72 7.75% 7.75% 7.65% 7.45% 7.45% 7.43%
----------------------------------------------------------------------
--------------------------------------------------------------------------------
Column G H I J K L M
--------------------------------------------------------------------------------
Month 1996-A 1995-E 1995-D 1995-C 1995-B 1995-A 1994-B
--------------------------------------------------------------------------------
0 to 3 0.80% 0.78% 0.75% 0.73% 0.73% 0.73% 0.60%
3 to 6 1.60% 1.57% 1.50% 1.47% 1.47% 1.45% 1.19%
6 to 9 2.32% 2.27% 2.18% 2.13% 2.12% 2.10% 1.73%
9 to 12 2.96% 2.90% 2.78% 2.71% 2.71% 2.69% 2.21%
--------------------------------------------------------------------------------
12 to 15 3.81% 3.73% 3.58% 3.50% 3.49% 3.46% 2.84%
15 to 18 4.58% 4.49% 4.31% 4.21% 4.20% 4.16% 3.42%
18 to 21 5.26% 5.15% 4.94% 4.83% 4.82% 4.78% 3.92%
21 to 24 5.84% 5.72% 5.50% 5.37% 5.36% 5.31% 4.36%
--------------------------------------------------------------------------------
24 to 27 6.15% 6.02% 5.78% 5.65% 5.64% 5.59% 4.59%
27 to 30 6.40% 6.26% 6.02% 5.87% 5.86% 5.81% 4.77%
30 to 33 6.61% 6.48% 6.22% 6.07% 6.06% 6.01% 4.93%
33 to 36 6.80% 6.66% 6.39% 6.24% 6.23% 6.18% 5.07%
--------------------------------------------------------------------------------
36 to 39 6.89% 6.75% 6.48% 6.32% 6.32% 6.26% 5.14%
39 to 42 6.96% 6.81% 6.54% 6.39% 6.38% 6.32% 5.19%
42 to 45 7.02% 6.87% 6.60% 6.44% 6.43% 6.37% 5.24%
45 to 48 7.07% 6.92% 6.64% 6.49% 6.48% 6.42% 5.27%
--------------------------------------------------------------------------------
48 to 51 7.11% 6.96% 6.68% 6.52% 6.51% 6.46% 5.30%
51 to 54 7.14% 6.99% 6.71% 6.55% 6.54% 6.48% 5.33%
54 to 57 7.16% 7.01% 6.74% 6.58% 6.57% 6.51% 5.35%
57 to 60 7.18% 7.03% 6.75% 6.59% 6.58% 6.52% 5.36%
--------------------------------------------------------------------------------
60 to 63 7.19% 7.04% 6.77% 6.61% 6.60% 6.54% 5.37%
63 to 66 7.20% 7.05% 6.77% 6.61% 6.60% 6.54% 5.37%
66 to 69 7.21% 7.06% 6.78% 6.62% 6.61% 6.55% 5.38%
69 to 72 7.21% 7.06% 6.78% 6.62% 6.61% 6.55% 5.38%
--------------------------------------------------------------------------------
II-1
SCHEDULE III
AVERAGE DELINQUENCY RATES
SERIES DESIGNATION COLUMN I
------------------ --------
1997-C 7.64%
1997-B 7.44
1997-A 7.33
1996-D 7.17
1996-C 6.98
1996-B 6.89
1996-A 6.77
1995-E 6.69
1995-D 6.54
1995-C 6.48
1995-B 6.52
1995-A 6.40
1994-B 6.17
III-1