EXECUTION COPY
AMENDMENT
Dated as of June 12, 1996
to
SALE AND SERVICING AGREEMENT
Dated as of December 28, 1995
among
OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
Issuer
OLYMPIC RECEIVABLES FINANCE CORP. II
Seller
OLYMPIC FINANCIAL LTD.
In its individual capacity and as Servicer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Backup Servicer
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
ARTICLE II
AMENDMENT
SECTION 2.1. Amendment to Section 1.1 of the Sale and Servicing
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.2. Amendment to Section 2.1 of the Sale and Servicing
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.3. Amendment to Section 4.1 of the Sale and Servicing
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.4. Amendment to Section 4.6 of the Sale and Servicing
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.5. Amendment to Section 5.1 of the Sale and Servicing
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.6. Amendment to Section 10.10 of the Sale and Servicing
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.7. Amendment to Schedule B of the Sale and Servicing
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Counterparts. . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 3.2. Governing Law; Entire Agreement . . . . . . . . . . . . . 4
SECTION 3.3. Headings. . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 3.4. Sale and Servicing Agreement in Full Force and
Effect as Amended . . . . . . . . . . . . . . . . . . . . 4
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AMENDMENT dated as of June 12, 1996 (the "AMENDMENT") to SALE AND SERVICING
AGREEMENT dated as of December 28, 1995 (the "SALE AND SERVICING AGREEMENT"),
among Olympic Automobile Receivables Warehouse Trust (the "ISSUER"), Olympic
Receivables Finance Corp. II, a Delaware corporation, as Seller (the "SELLER"),
Olympic Financial Ltd., a Minnesota corporation, in its individual capacity and
as Servicer, (the "SERVICER") and Norwest Bank Minnesota, National Association,
a national banking association, as Backup Servicer (the "BACKUP SERVICER").
WHEREAS, the Issuer, the Seller, the Servicer and the Backup Servicer have
entered into the Sale and Servicing Agreement;
WHEREAS, pursuant to Section 10.1(b) of the Sale and Servicing Agreement,
the Issuer, the Seller and the Servicer desire to amend the Sale and Servicing
Agreement in certain respects as provided below;
WHEREAS, each of the Indenture Trustee, the Backup Servicer, a Certificate
Majority and a Note Majority has consented to this Amendment as required by
Section 10.1(b) of the Sale and Servicing Agreement;
WHEREAS, it is the intent of the parties that this Amendment be effective
as of the date set forth above (the "EFFECTIVENESS DATE");
NOW, THEREFORE, the parties to this Amendment hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein or the context otherwise requires, defined
terms used herein shall have the meanings ascribed thereto in the Sale and
Servicing Agreement.
ARTICLE II
AMENDMENT
SECTION 2.1. AMENDMENT TO SECTION 1.1 OF THE SALE AND SERVICING AGREEMENT.
(a) Clause (i) of the definition of "DEEMED CURED" in Section 1.1 of the
Sale and Servicing Agreement is hereby amended to read in its entirety as
follows:
(i) As of any Determination Date and with respect to a Trigger Event,
no Trigger Event has occurred and is continuing as of such Determination Date or
as of any of
the two consecutively preceding Determination Dates for related Monthly
Periods during which there were Receivables in the Trust;
(b) Clause (g) of the definition of "ELIGIBLE INVESTMENTS" in Section 1.1
of the Sale and Servicing Agreement is hereby amended by adding the following
immediately after the word "investment":
"(including, without limitation, a hedging arrangement)"
(c) The definition of "FACILITY LIMIT" in Section 1.1 of the Sale and
Servicing Agreement is hereby amended to read in its entirety as follows:
FACILITY LIMIT: $329,700,000.
(d) The definition of "JPMD" in Section 1.1 of the Sale and Servicing
Agreement is hereby amended to read in its entirety as follows:
JPMD: Xxxxxx Guaranty Trust Company of New York, in its capacity as
Administrative Agent for DFC and the purchasers under the DFC Asset Purchase
Agreement and as agent for the banks under the Program Facility, or as agent for
the Investor Group.
(e) The definition of "MAXIMUM PRINCIPAL BALANCE" in Section 1.1 of the
Sale and Servicing Agreement is hereby amended to read in its entirety as
follows:
MAXIMUM PRINCIPAL BALANCE: With respect to the Notes, $300,000,000
(excluding capitalized interest thereon).
(f) The definition of "TRIGGER EVENT" in Section 1.1 of the Sale and
Servicing Agreement is hereby amended to read in its entirety as follows:
TRIGGER EVENT: As of any Determination Date, (i) if the Net Excess Spread
Percentage shall be less than 5.0% but equal to or greater than 4.0%; (ii) if
the Net Excess Spread Percentage shall be less than 4.0% but equal to or greater
than 3.0%; and (iii) if the Net Excess Spread Percentage shall be less than
3.0%.
(g) Section 1.1. of the Sale and Servicing Agreement is hereby further
amended by adding the following defined terms and definitions:
MAXIMUM PROGRAM SIZE: The sum of (i) the Maximum Principal Balance PLUS
(ii) the Maximum Certificate Balance.
REQUISITE AMOUNT: As of any Determination Date, (i) if no Trigger Event
shall have occurred, and all previous Trigger Events shall have been Deemed
Cured, zero; and (ii) if a Trigger Event shall have occurred (and until such
Trigger Event shall have been Deemed
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Cured), (x) if such Trigger Event is of the type described in clause (i) of
the definition thereof, 1.0% of the Maximum Program Size, (y) if such
Trigger Event is of the type described in clause (ii) of the definition
thereof, 2.0% of the Maximum Program Size, and (z) if such Trigger Event is
of the type described in clause (iii) of the definition thereof, an unlimited
amount.
SPREAD ACCOUNT AVAILABLE AMOUNT: An amount equal to 75% of all amounts
deposited into the Spread Account after the occurrence of a Trigger Event of the
type described in clause (iii) of the definition thereof and until such Trigger
Event of the type described in clause (iii) of the definition thereof is Deemed
Cured.
SECTION 2.2. AMENDMENT TO SECTION 2.1 OF THE SALE AND SERVICING AGREEMENT.
(a) Section 2.1(b)(1)(viii) of the Sale and Servicing Agreement is hereby
amended by deleting the number "72" and substituting therefor "73."
SECTION 2.3. AMENDMENT TO SECTION 4.1 OF THE SALE AND SERVICING AGREEMENT.
Section 4.1(e) of the Sale and Servicing Agreement is hereby amended by adding
the words ";PROVIDED HOWEVER, that amounts on deposit in the Spread Account up
to an amount equal to the Spread Account Available Amount may be used to
establish a hedging arrangement with a longer term in accordance with clause (g)
of the definition of Eligible Investments" following the end of the first
sentence of such Section.
SECTION 2.4. AMENDMENT TO SECTION 4.6 OF THE SALE AND SERVICING AGREEMENT.
Section 4.6(viii)(A) of the Sale and Servicing Agreement is hereby amended to
read in its entirety as follows:
(A) if (i) a Trigger Event shall have occurred or (ii) any previous
Trigger Event has not been Deemed Cured and in either case OFL is no longer
required to maintain any hedging arrangement in accordance with Section
2.1(b)(1)(xiv) hereof, an amount equal to the lesser of (x) all remaining
Available Funds and (y) the excess, if any, of the Requisite Amount as of
the immediately preceding Determination Date over the amount on deposit in
the Spread Account as of such date, shall be deposited into the Spread
Account;
SECTION 2.5. AMENDMENT TO SECTION 5.1 OF THE SALE AND SERVICING AGREEMENT.
Section 5.1 of the Sale and Servicing Agreement is hereby amended by adding the
following subsection (c) immediately following Section 5.1(b):
(c) If a Trigger Event of the type described in clause (i) or clause
(ii) of the definition thereof shall have occurred and subsequently be
Deemed Cured (so long as no Trigger Event of the type described in clause
(iii) of the definition thereof shall have occurred upon or after the
occurrence of such Trigger Event and on or prior to the Distribution Date
described below), then, on the Distribution Date immediately following the
Determination Date on which such Trigger Event shall be Deemed
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Cured, all amounts on deposit in the Spread Account in respect of amounts
deposited therein pursuant to SECTION 4.6(VIII) as a result of the occurrence
of such Trigger Event (after making all distributions required pursuant to
SECTIONS 4.6(I) - (VII) on such Distribution Date) shall be distributed to
the Seller.
SECTION 2.6. AMENDMENT TO SECTION 10.10 OF THE SALE AND SERVICING
AGREEMENT. Section 10.10 of the Sale and Servicing Agreement is hereby amended
by deleting the words "902 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000" and
substituting therefor "500 Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000-
2107."
SECTION 2.7. AMENDMENT TO SCHEDULE B OF THE SALE AND SERVICING AGREEMENT.
Clause (D)(i) of Paragraph 28 of Schedule B to the Sale and Servicing Agreement
is hereby amended by deleting the number "72" and substituting therefor "73."
ARTICLE III
MISCELLANEOUS
SECTION 3.1. COUNTERPARTS. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement. This
Amendment shall become effective when the Servicer shall have received (a)
counterparts hereof executed on behalf of the Issuer, the Seller and the
Servicer, (b) the consents of the Backup Servicer, the Indenture Trustee and
JPMD, as sole Certificateholder, and as Administrative Agent for Delaware
Funding Corporation, the sole Noteholder, to the terms of this Amendment and
(c) evidence of written notice to S&P and Xxxxx'x of this Amendment.
SECTION 3.2. GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK. This Amendment and the Sale and Servicing Agreement (and all
exhibits, annexes and schedules thereto) constitute the entire understanding
among the parties hereto with respect to the subject matter hereof and supersede
any prior agreements, written or oral, with respect thereto.
SECTION 3.3. HEADINGS. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof or thereof.
SECTION 3.4. SALE AND SERVICING AGREEMENT IN FULL FORCE AND EFFECT AS
AMENDED. Except as specifically stated herein, all of the terms and conditions
of the Sale and Servicing Agreement shall remain in full force and effect. All
references to the Sale and Servicing Agreement in any other document or
instrument shall be deemed to mean the Sale and Servicing Agreement, as amended
by this Amendment. This Amendment shall not constitute
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a novation of the Sale and Servicing Agreement, but shall constitute an
amendment thereto. The parties hereto agree to be bound by the terms and
obligations of the Sale and Servicing Agreement, as amended by this
Amendment, as though the terms and obligations of the Sale and Servicing
Agreement were set forth herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their authorized officers, all as of the date and
year first above written.
ISSUER:
OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
By WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
By: __________________________________
Name:
Title:
SELLER:
OLYMPIC RECEIVABLES FINANCE CORP. II
By: __________________________________
Name:
Title:
SERVICER:
OLYMPIC FINANCIAL LTD.,
in its individual capacity and as Servicer
By: __________________________________
Name:
Title:
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AGREED AND CONSENTED:
BACKUP SERVICER:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in
its individual capacity but as Backup Servicer
By: __________________________________
Name:
Title:
INDENTURE TRUSTEE:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in
its individual capacity but as Indenture Trustee
By: __________________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as sole
Certificateholder, and as Administrative Agent for
Delaware Funding Corporation, as sole Noteholder
By: __________________________________
Name:
Title:
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