EXECUTION COPY
AMENDMENT
Dated as of June 12, 1996
to
TRUST AGREEMENT
Dated as of December 28, 1995
between
OLYMPIC RECEIVABLES FINANCE CORP. II
and
WILMINGTON TRUST COMPANY
Owner Trustee
OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
ARTICLE II
AMENDMENT
SECTION 2.1. Amendment to Section 1.1 of the Trust Agreement . . . . . 1
SECTION 2.2. Amendment to Section 3.2 of the Trust Agreement . . . . . 1
SECTION 2.3. Amendment to Section 6.1 of the Trust Agreement . . . . . 2
SECTION 2.4. Amendment to Section 11.8 of the Trust Agreement. . . . . 2
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Counterparts. . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3.2. Governing Law; Entire Agreement . . . . . . . . . . . . . 2
SECTION 3.3. Headings. . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3.4. Trust Agreement in Full Force and Effect as Amended . . . 2
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AMENDMENT dated as of June 12, 1996 (the "AMENDMENT") to TRUST AGREEMENT
dated as of December 28, 1995 (the "TRUST AGREEMENT"), between Olympic
Receivables Finance Corp. II, a Delaware corporation (the "SELLER"), and
Wilmington Trust Company, a Delaware Corporation, as Owner Trustee (in such
capacity, the "OWNER TRUSTEE").
WHEREAS, the Depositor, the General Partner and the Owner Trustee have
entered into the Trust Agreement;
WHEREAS, pursuant to Section 11.1(b) of the Trust Agreement, the Depositor,
the General Partner and the Owner Trustee desire to amend the Trust Agreement in
certain respects as provided below;
WHEREAS, a Certificate Majority and a Note Majority each has consented to
the terms of this Amendment as required by Section 11.1(b) of the Trust
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 Trust
Agreement.
ARTICLE II
AMENDMENT
SECTION 2.1. AMENDMENT TO SECTION 1.1 OF THE TRUST AGREEMENT. The
definition of "MAXIMUM CERTIFICATE BALANCE" in Section 1.1 of the Trust
Agreement is hereby amended to read in its entirety as follows:
MAXIMUM CERTIFICATE BALANCE: $29,700,000.
SECTION 2.2. AMENDMENT TO SECTION 3.2 OF THE TRUST AGREEMENT.
(a) Section 3.2 of the Trust Agreement is hereby amended by deleting the
reference to the amount "$200,000" and substituting therefor "$300,000."
(b) Section 3.2 of the Trust Agreement is hereby further amended by adding
the following new subsection (c):
(c) Following a Trust Property Liquidation Date and payment in full
of the Notes and Investor Certificates and any other expenses of the Trust,
the General Partner may instruct the Owner Trustee to pay to the General
Partner all or any portion of the funds remaining in the Collection
Account. The principal balance of the General Partner Certificates will be
reduced by any amount so paid, and will thereafter be increased by any
amount of funds deposited by the General Partner in the Collection Account.
No Investor Certificates may thereafter be issued pursuant to Section
3.2(b) unless the General Partner Certificates represent in excess of 1% of
the Maximum Certificate Balance.
SECTION 2.3. AMENDMENT TO SECTION 6.1 OF THE TRUST AGREEMENT. Section 6.1
of the Trust Agreement is hereby amended by deleting the reference to the amount
"$200,000,000" and substituting therefor "$300,000,000."
SECTION 2.4. AMENDMENT TO SECTION 11.8 OF THE TRUST AGREEMENT. Section
11.8 of the Trust Agreement is hereby amended by deleting the words "902 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000" and substituting therefor "500 Xxxxxxx
Xxxxxxxxxx Road, Newark, Delaware 19713-2107."
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 Owner Trustee shall have received
(a) counterparts hereof executed on behalf of the Seller, the General Partner
and the Owner Trustee, (b) the consents of 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 each of
S & P, Xxxxx'x and Norwest Bank Minnesota, National Association, as Indenture
Trustee, 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
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INTERNAL LAWS OF THE STATE OF DELAWARE. This Amendment and the Trust
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. TRUST AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. Except
as specifically stated herein, all of the terms and conditions of the Trust
Agreement shall remain in full force and effect. All references to the Trust
Agreement in any other document or instrument shall be deemed to mean the Trust
Agreement, as amended by this Amendment. This Amendment shall not constitute a
novation of the Trust Agreement, but shall constitute an amendment thereto. The
parties hereto agree to be bound by the terms and obligations of the Trust
Agreement, as amended by this Amendment, as though the terms and conditions of
the Trust 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.
DEPOSITOR AND GENERAL PARTNER:
OLYMPIC RECEIVABLES FINANCE CORP. II
By: __________________________________
Name:
Title:
OWNER TRUSTEE:
WILMINGTON TRUST COMPANY
not in its individual capacity but solely as
Owner Trustee
By: __________________________________
Name:
Title:
CONSENTS:
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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