EXECUTION COPY
FOURTH AMENDMENT
AND CONSENT
RELATING TO
ASSET PURCHASE AGREEMENT
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
THIS FOURTH AMENDMENT AND CONSENT dated as of May 30, 1997 (the
"FOURTH AMENDMENT") Relating to the ASSET PURCHASE AGREEMENT, dated as of
December 28, 1995 and amended as of June 12, 1996, December 20, 1996 and January
17, 1997 (the "AGREEMENT") among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust Company of New York
(successor to ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇), 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 Fourth Amendment and not otherwise defined shall have the meanings assigned
to such terms in the Agreement.
RECITALS
WHEREAS, the Agent and the APA Purchasers desire to amend the
Agreement to extend each APA Purchaser's Purchase Termination Date and the
Expiry Date; and
WHEREAS, the APA Purchasers also desire to amend the definition of
"Purchase Price" contained in Section 2(c) of the Agreement; and
WHEREAS, in a Second Amendment and Consent relating to the Note
Purchase Agreement dated the date hereof, the parties thereto have agreed to
amend the Note Purchase Termination Event contained in Section 2.08(g) of the
Note Purchase Agreement; and
WHEREAS, in accordance with the provisions of Section 13(l) of the
Agreement, Delaware Funding Corporation and Arcadia Financial Ltd. (formerly
Olympic Financial Ltd.) ("OFL") are willing to consent to this Fourth Amendment
upon the terms provided for herein; and
WHEREAS, pursuant to Section 7(b) of the Agreement, the Agent is
required to obtain the consent of the Majority Purchasers before consenting to
amendments to the Note Purchase Termination Event in Section 2.08(g) of the Note
Purchase Agreement and to the Sale and Servicing Agreement.
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; AMENDED SIGNATURE
PAGES. The APA Purchasers who execute the attached signature pages hereby
consent to either (i) in the case of an APA Purchaser who notified the Agent on
or before May 27, 1997 of its determination to terminate its Purchase Commitment
on June 30, 1997, the Purchase Termination Date for such APA Purchaser being
June 30, 1997 as specified on the appropriate signature page, and (ii) in the
case of an APA Purchaser who did not so notify the Agent, the extension of the
optional termination date provision of such APA Purchaser's Purchase Termination
Date to the date specified on the appropriate signature page. The signature
pages attached to this Fourth Amendment as Exhibit A shall supersede the
signature pages to the Agreement dated January 17, 1997, and from and after the
date of this Fourth Amendment all references to the signature pages of the
Agreement shall refer to the signature pages attached as Exhibit A to this
Fourth Amendment.
SECTION 2. 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 (other than those APA Purchasers who notified
the Agent on or before May 27, 1997 of their determination to terminate
their Purchase Commitments on June 30, 1997), the earlier of (i) December
19, 1997 or (ii) August 29, 1997, but only if either (a) such APA Purchaser
determines, in its sole and absolute discretion, to terminate its Purchase
Commitment hereunder and so notifies the Agent and OFL in writing on or
before July 31, 1997 or (b) DFC terminates its Purchase Commitment under
the Note Purchase Agreement,
SECTION 3. AMENDMENT OF PURCHASE PRICE. In accordance with the
provisions of Section 13(1) of the Agreement, the parties, with the consent of
OFL, desire to amend the "Purchase Price" as defined in the last sentence of the
first paragraph of Section 2(c) of the Agreement by deleting at the end of such
paragraph "9%" and replacing it with "12%".
SECTION 4. CONSENT TO AMENDMENTS TO OTHER AGREEMENTS. In accordance
with the provisions of Section 7(b) of the Agreement, all of the Purchasers who
execute the attached signature pages hereby consent to (i) Second Amendment and
Consent Relating to Note Purchase Agreement and (ii) Amendment No. 4 to Sale and
Servicing Agreement, each dated the hereof, substantially in the forms attached
to this Fourth Amendment as Exhibits B and C.
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SECTION 5. EFFECTIVENESS. The amendments provided for by this Fourth
Amendment shall become effective as of May 30, 1997, upon receipt by the Agent
of (i) counterparts of this Fourth Amendment, duly executed by each of the
parties hereto, (ii) notice that the conditions to effectiveness of the Second
Amendment and Consent Relating to Note Purchase Agreement dated the date hereof
have been satisfied and (iii) confirmation by each of S&P and ▇▇▇▇▇'▇ 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 Fourth Amendment. This Fourth Amendment shall not
constitute a novation of the Agreement, but shall constitute an amendment
thereof. The parties hereto agree to be bound by the terms and obligations of
the Agreement, as amended by this Fourth Amendment, as though the terms and
obligations of the Agreement were set forth herein.
SECTION 7. PRIOR UNDERSTANDINGS. This Fourth 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 Fourth 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 FOURTH 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 Fourth
Amendment to the Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By:
------------------------
Title:
Acknowledged and consented to:
May 30, 1997
DELAWARE FUNDING CORPORATION
By: ▇▇▇▇▇▇ Guaranty Trust Company
of New York,
as attorney-in-fact for
Delaware Funding Corporation
By:
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Authorized Signatory
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Title
ARCADIA FINANCIAL LTD.
By:
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Authorized Signatory
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Title
4
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
Amended as of January 17, 1997
Amended as of May 30, 1997
▇▇▇▇▇▇ Guaranty Trust Company of
New York,
as Agent and as Administrative
Agent
By:
------------------------
Authorized Signature
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Title
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 37.78%
SECTION 2.
Maximum Purchase: $85,000,000
SECTION 3.
Effective Date of Purchase Commitment: January 17, 1997
SECTION 4.
Purchase Termination Date: December 19, 1997*
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
By:
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Authorized Signature
------------------------
Title
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* At the option of the APA Purchaser named above, August 29, 1997.
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 6.67%
SECTION 2.
Maximum Purchase: $15,000,000
SECTION 3.
Effective Date of Purchase Commitment: January 17, 1997
SECTION 4.
Purchase Termination Date: June 30, 1997
THE BANK OF NOVA SCOTIA,
ATLANTA AGENCY
Suite ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
Atlanta, Georgia 30308
By:
------------------------
Title:
By:
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Title:
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 11.11%
SECTION 2.
Maximum Purchase: $25,000,000
SECTION 3.
Effective Date of Purchase Commitment: January 17, 1997
SECTION 4.
Purchase Termination Date: June 30, 1997
COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO BRANCH
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By:
------------------------
Title:
By:
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Title:
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 22.22%
SECTION 2.
Maximum Purchase: $50,000,000
SECTION 3.
Effective Date of Purchase Commitment: January 17, 1997
SECTION 4.
Purchase Termination Date: December 19, 1997*
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
P.O. Box 755
Chicago, Illinois 60690
By:
------------------------
Title:
By:
------------------------
Title:
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* At the option of the APA Purchaser named above, August 29, 1997.
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 22.22%
SECTION 2.
Maximum Purchase: $50,000,000
SECTION 3.
Effective Date of Purchase Commitment: January 17, 1997
SECTION 4.
Purchase Termination Date: December 19, 1997*
BANCO SANTANDER, NEW YORK BRANCH
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
By:
------------------------
Title:
By:
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Title:
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* At the option of the APA Purchaser named above, August 29, 1997.
