FIRST AMENDMENT
TO THE
NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT, dated as of
August 4, 1997 (this "Amendment"), among ARCADIA FINANCIAL, LTD. (formerly known
as Olympic Financial, Ltd.) ("Arcadia"), ARCADIA RECEIVABLES CONDUIT CORP. (the
"Issuer"), RECEIVABLES CAPITAL CORPORATION (the "Purchaser") and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Agent").
WHEREAS, the parties hereto wish to amend the Note Purchase Agreement,
dated as of December 3, 1996 (the "Note Purchase Agreement"), among Arcadia, the
Issuer, the Purchaser and the Agent, as provided herein;
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. AMENDMENT OF SECTION 1. Section 1 of the Note Purchase
Agreement shall be amended by deleting "U.S. $300,000,000," in the fourth line
of Section 1 and replacing it with "$375,000,000."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF ARCADIA. Arcadia
represents and warrants that as of the effective date of this Amendment no Event
of Default has occurred under the Repurchase Agreement and no Servicer
Termination Event has occurred under the Servicing Agreement, and to the best of
Arcadia's knowledge there is no set of circumstances existing that with the
passage of time, would constitute such an Event of Default of Servicer
Termination Event.
SECTION 3. EFFECTIVENESS. The amendments provided for by this
Amendment shall become effective upon receipt by the Administrative Agent, in
form and substance satisfactory to the Administrative Agent, of (i) this
Amendment duly executed and delivered by each of the parties hereto and (ii)
an opinion of counsel to Arcadia, dated the date hereof, addressed to the
Agent and the Security Insurer, covering such matters as the Agent may
reasonably request.
SECTION 4. NOTE PURCHASE AGREEMENT IN FULL FORCE AND EFFECT AS
AMENDED. Except as specifically amended hereby, all the terms and conditions of
the Note Purchase Agreement shall remain in full force and effect and, except as
expressly provided herein, the effectiveness of this Amendment shall not operate
as, or constitute a waiver or modification of, any right, power
remedy of any party to the Note Purchase Agreement. All references to the Note
Purchase Agreement in any other document or instrument shall be deemed to mean
the Note Purchase Agreement as amended by this Amendment. This Amendment shall
not constitute a novation of the Note Purchase Agreement, but shall constitute
an amendment thereof.
SECTION 5. COUNTERPARTS. This 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 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS.
SECTION 7. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to such terms in the Note
Purchase Agreement.
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IN WITNESS WHEREOF, the Purchaser, the Agent, Arcadia and the Issuer
have caused this First Amendment to Note Purchase Agreement to be duly executed
by their respective officers thereunto duly authorized as of the date first
above written.
ARCADIA RECEIVABLES CONDUIT CORP.
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: EVP CFO
ARCADIA FINANCIAL LTD.
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: VP Treasurer
RECEIVABLES CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
as Agent
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: as Attorney-in Fact
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