EXECUTION COPY
SECOND AMENDMENT
AND CONSENT
RELATING TO
ASSET PURCHASE AGREEMENT
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
THIS SECOND AMENDMENT AND CONSENT dated as of December 20, 1996
(the "SECOND AMENDMENT") Relating to the ASSET PURCHASE AGREEMENT, dated as
of December 28, 1995 and amended as of June 12, 1996 (the "AGREEMENT") among
Xxxxxx Guaranty Trust Company of New York (successor to X.X. Xxxxxx
Xxxxxxxx), as administrative agent (the "AGENT") and each of the parties
(collectively, the "APA PURCHASERS") who has (i) executed a signature page to
the Agreement or (ii) executed an Assignment of Purchase Commitment, is by
and among the parties listed above. Capitalized terms used in this Second
Amendment and not otherwise defined shall have the meanings assigned to such
terms in the Agreement.
RECITALS
WHEREAS, December 26, 1996 is the Purchase Termination Date for
each of the current APA Purchasers and is also the Expiry Date specified in
the Agreement; and
WHEREAS, in accordance with the provisions of Section 2(a) of the
Agreement, Bank of America Illinois (the "Non-Extending Purchaser") has
notified the Agent that it will not consent to the extension of its Purchase
Termination Date; and
WHEREAS, the Agent and the APA Purchasers (other than the
Non-Extending Purchaser) wish to amend the Agreement to extend each APA
Purchaser's (other than the Non-Extending Purchaser) Purchase Termination
Date and the Expiry Date; and
WHEREAS, two APA Purchasers, Xxxxxx Trust and Savings Bank and
Xxxxxx Guaranty Trust Company of New York, desire to increase their Maximum
Purchases; and
WHEREAS, due to the withdrawal of the Non-Extending Purchaser and
the increase of the Maximum Purchases of two current APA Purchasers, the
Percentages of the remaining APA Purchasers will be affected as evidenced
herein; and
WHEREAS, in accordance with the provisions of Section 13(l) of the
Agreement, Delaware Funding Corporation and Olympic Financial Ltd. ("OFL") are
willing to consent to this Second Amendment upon the terms provided for herein.
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. EXTENSION OF PURCHASE TERMINATION DATE. Each APA
Purchaser who executes an attached signature page hereby consents to the
extension of such APA Purchaser's Purchase Termination Date to the date
specified on such signature page.
SECTION 2. INCREASE IN MAXIMUM PURCHASES. Each of Xxxxxx Trust
and Savings Bank and Xxxxxx Guaranty Trust Company of New York, by execution
of its attached signature page, hereby agrees to the increase in its Maximum
Purchase to the amount stated therein.
SECTION 3. EXTENSION AND AMENDMENT OF THE "EXPIRY DATE." The
definition of "Expiry Date" in the last paragraph of Section 13(i) of the
Agreement is hereby amended to read as follows:
For purposes of this Asset Purchase Agreement, "EXPIRY DATE" shall
mean, for each APA Purchaser, the later of (i) January 17, 1997 and
(ii) such later date agreed to by the Agent and such APA Purchaser,
SECTION 4. AMENDMENTS OF SIGNATURE PAGES. As a result of the
withdrawal of the Non-Extending Purchaser as an APA Purchaser and the
increase in the Maximum Purchases of certain APA Purchasers as provided in
Section 2 of this Second Amendment, the Percentages of remaining APA
Purchasers are being revised. The Percentages and extended Purchase
Termination Dates of the remaining APA Purchasers are specified in the
executed signature pages attached to this Amendment as Exhibit A. The
attached signature pages shall supersede the signature pages to the Agreement
dated June 12, 1996, and from and after the date of this Second Amendment all
references to the signature pages of the Agreement shall refer to the
signature pages attached as Exhibit A to this Second Amendment.
SECTION 5. EFFECTIVENESS. The amendments provided for by this
Second Amendment shall become effective as of December 20, 1996, upon receipt
by the Agent of (i) counterparts of this Amendment, duly executed by each of
the parties hereto, (ii) notice that the conditions to effectiveness of the
Agreement to Extend Purchase Commitment Expiration Date Relating to Note
Purchase Agreement dated the date hereof have been satisfied and (iii)
confirmation by each of S&P and Xxxxx'x of the then-current ratings of the
Commercial Paper Notes.
SECTION 6. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. Except
as specifically amended or waived hereby, all of the terms and conditions of
the Agreement shall remain in full force and effect. All references to the
Agreement in any other document or instrument shall be deemed to mean such
Agreement as amended by this Second Amendment. This Second Amendment shall
not constitute a novation of the Agreement, but shall constitute
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an amendment thereof. The parties hereto agree to be bound by the terms and
obligations of the Agreement, as amended by this Second Amendment, as though
the terms and obligations of the Agreement were set forth herein.
SECTION 7. PRIOR UNDERSTANDINGS. This Second Amendment sets forth
the entire understanding of the parties relating to the subject matter
hereof, and supersedes all prior understandings and agreements, whether
written or oral.
SECTION 8. COUNTERPARTS. This Second Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but
all such counterparts taken together shall constitute one and the same
instrument.
SECTION 9. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to the Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ ILLEGIBLE
----------------------------------
Title: VICE PRESIDENT
Acknowledged and consented to:
December 20, 1996
DELAWARE FUNDING CORPORATION
By: Xxxxxx Guaranty Trust Company
of New York,
as attorney-in-fact for
Delaware Funding Corporation
By: /s/ ILLEGIBLE
----------------------------------
Authorized Signatory
VICE PRESIDENT
----------------------------------
Title
OLYMPIC FINANCIAL LIMITED
By:
----------------------------------
Authorized Signatory
----------------------------------
Title
4
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to the Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By:
----------------------------------
Title:
Acknowledged and consented to:
December 20, 1996
DELAWARE FUNDING CORPORATION
By: Xxxxxx Guaranty Trust Company
of New York,
as attorney-in-fact for
Delaware Funding Corporation
By:
----------------------------------
Authorized Signatory
----------------------------------
Title
OLYMPIC FINANCIAL LIMITED
By: /s/ ILLEGIBLE
----------------------------------
Authorized Signatory
----------------------------------
Title
5
EXHIBIT A
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
Dated as of December 28, 1995
Amended as of June 12, 1996
Amended as of December 20, 1996
Xxxxxx Guaranty Trust Company of
New York,
as Agent and as Administrative
Agent
By: /s/ ILLEGIBLE
-----------------------------------
Authorized Signature
VICE PRESIDENT
-----------------------------------
Title
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 36.67%
SECTION 2.
Maximum Purchase: $110,000,000
SECTION 3.
Effective Date of Purchase Commitment: December 20, 1996
SECTION 4.
Purchase Termination Date: January 17, 1997
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000-0000
By: /s/ ILLEGIBLE
-----------------------------------
Authorized Signature
VICE PRESIDENT
-----------------------------------
Title
A-2
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 5.00%
SECTION 2.
Maximum Purchase: $15,000,000
SECTION 3.
Effective Date of Purchase Commitment: December 20, 1996
SECTION 4.
Purchase Termination Date: January 17, 1997
THE BANK OF NOVA SCOTIA,
ATLANTA AGENCY
Suite 0000
000 Xxxxxxxxx Xxxxxx, X.X.
Atlanta, Georgia 30308
By: /s/ A.S. Xxxxxxxxxx
-----------------------------------
Title:
A.S. NORSWORTHY
SR. TEAM LEADER-LOAN OPERATIONS
By:
-----------------------------------
Title:
A-3
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 8.33%
SECTION 2.
Maximum Purchase: $25,000,000
SECTION 3.
Effective Date of Purchase Commitment: December 20, 1996
SECTION 4.
Purchase Termination Date: January 17, 1997
COMMERZBANK AKTIENGESELLSCHAFT,
CHICAGO BRANCH
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
By: /s/ X.X. Xxxxxxxx
-----------------------------------
Title: XXXXXXX XXXXX XXXXXXXX
Assistant Vice President
By: /s/ J. Timothy Shortly
-----------------------------------
Title: J. TIMOTHY SHORTLY
Senior Vice President
A-4
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 16.67%
SECTION 2.
Maximum Purchase: $50,000,000
SECTION 3.
Effective Date of Purchase Commitment: December 20, 1996
SECTION 4.
Purchase Termination Date: January 17, 1997
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
Suite 0000
0000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
By: /s/ ILLEGIBLE
-----------------------------------
Title: VICE PRESIDENT
By: /s/ ILLEGIBLE
-----------------------------------
Title: Vice President
A-5
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 16.67%
SECTION 2.
Maximum Purchase: $50,000,000
SECTION 3.
Effective Date of Purchase Commitment: December 20, 1996
SECTION 4.
Purchase Termination Date: January 17, 1997
XXXXXX TRUST AND SAVINGS BANK
000 Xxxx Xxxxxx Xxxxxx
P.O. Box 755
Chicago, Illinois 60690
By: /s/ ILLEGIBLE
-----------------------------------
Title: V.P.
By:
-----------------------------------
Title:
A-6
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 16.67%
SECTION 2.
Maximum Purchase: $50,000,000
SECTION 3.
Effective Date of Purchase Commitment: December 20, 1996
SECTION 4.
Purchase Termination Date: January 17, 1997
BANCO SANTANDER, NEW YORK BRANCH
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By: /s/ ILLEGIBLE
-----------------------------------
Title: VP
By: /s/ ILLEGIBLE
-----------------------------------
Title:
A-7
