EXECUTION COPY
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AMENDMENT NO. 4
Dated as of May 30, 1997
to
SALE AND SERVICING AGREEMENT
Dated as of December 28, 1995
among
OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
Issuer
OLYMPIC RECEIVABLES FINANCE CORP. II
Seller
ARCADIA FINANCIAL LTD.
(formerly Olympic Financial Ltd.)
In its individual capacity and as Servicer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Backup Servicer
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TABLE OF CONTENTS
Page
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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(c) of the Sale
and Servicing Agreement....................................... 1
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Counterparts.................................................. 2
SECTION 3.2 Governing Law; Entire Agreement............................... 2
SECTION 3.3 Headings...................................................... 2
SECTION 3.4 Sale and Servicing Agreement in Full
Force and Effect as Amended................................... 2
i
AMENDMENT NO. 4 dated as of May 30, 1997 (the "AMENDMENT") to SALE AND
SERVICING AGREEMENT dated as of December 28, 1995 and amended as of June 12,
1996, September 30, 1996 and December 20, 1996 (as amended, 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"), Arcadia Financial Ltd. (formerly 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 meaning 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. The definition of "REQUISITE AMOUNT" in Section 1.1 of the Sale and
Servicing Agreement is hereby amended by deleting each reference to "4.0%" and
substituting therefor "6.0%".
SECTION 2.2 AMENDMENT TO SECTION 2.1(c) OF THE SALE AND SERVICING
AGREEMENT. Clause (B) of Section 2.1(c)(2)(ix) of
the Sale and Servicing Agreement is hereby amended to read in its entirety as
follows:
(B) the Portfolio Loss Ratio shall exceed 2.50%, provided that on or
before August 29, 1997, no Purchase Termination Event shall be declared as long
as the Portfolio Loss Ratio shall not, as of any Determination Date, exceed
4.0%;
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 of executed on behalf of the Issuer, the Seller
(including in its capacity as a Certificateholder) and the Servicer, (b) the
consents of the Backup Servicer, the Indenture Trustee and JPMD, as a
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 Standard & Poor's and Moody's 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
reference to the Sale and Servicing Agreement in any other document or
instrument shall be deemed to mean the Sale and Servicing Agreement, as attended
by this Amendment. This Amendment shall not constitute 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 AND CERTIFICATEHOLDER:
OLYMPIC RECEIVABLES FINANCE CORP. II
By:
---------------------------
Name:
Title:
SERVICER:
ARCADIA FINANCIAL LTD.,
in its individual capacity
and as Servicer
By:
---------------------------
Name:
Title:
3
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
Certificateholder, and as Administrative
Agent for Delaware Funding Corporation, as
sole Noteholder
By:
---------------------------
Name:
Title:
4
