EXECUTION COPY
________________________________________________________________________________
AMENDMENT NO. 2
to
AMENDED AND RESTATED
SALE AND SERVICING AGREEMENT
among
ARCADIA AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
Issuer
ARCADIA RECEIVABLES FINANCE CORP.
Seller
ARCADIA FINANCIAL LTD.
In its individual capacity and as Servicer
BANK OF AMERICA, NATIONAL TRUST AND SAVINGS ASSOCIATION
Administrative Agent And RCC Agent
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
DFC Agent
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Backup Servicer, Collateral Agent and Indenture Trustee
________________________________________________________________________________
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
ARTICLE II
AMENDMENTS
SECTION 2.1 Amendments to Section 1.1 of the Sale and Servicing Agreement .........................1
SECTION 2.2 Amendment to Section 2.1(a) of the Sale and Servicing Agreement .......................2
SECTION 2.3 Amendment to Exhibit B to the Sale and Servicing Agreement ............................2
SECTION 2.4 Amendment to Exhibit H to the Sale and Servicing Agreement ............................2
SECTION 2.5 Amendment to Schedule A to the Sale and Servicing Agreement ...........................2
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Counterparts; Effectiveness ...........................................................3
SECTION 3.2 Governing Law; Entire Agreement ........................................................3
SECTION 3.3 Headings ...............................................................................3
SECTION 3.4 Sale and Servicing Agreement in Full Force and Effect as Amended .......................3
SECTION 3.5 Limitation of Owner Trustee Liability ..................................................3
-i-
AMENDMENT NO. 2 dated as of November 4,1999 (this "AMENDMENT") to
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT dated as of July 21, 1998,
as amended by Amendment No. 1 dated as of July 13, 1999 (the "SALE AND
SERVICING AGREEMENT"), among Arcadia Automobile Receivables Warehouse Trust,
a Delaware business trust (the "ISSUER"), Arcadia Receivables Finance Corp.,
a Delaware corporation, as Seller (the "SELLER"), Arcadia Financial Ltd., a
Minnesota corporation, in its individual capacity and as Servicer, (in its
individual capacity, "AFL" and in its capacity as Servicer, the "SERVICER"),
Norwest Bank Minnesota, National Association, a national banking association,
as Backup Servicer (in such capacity, the "BACKUP SERVICER"), as Collateral
Agent (in such capacity, the "COLLATERAL AGENT") and as Indenture Trustee (in
such capacity, the "INDENTURE TRUSTEE"), Bank of America, N.A. (formerly
known as Bank of America National Trust and Savings Association), as the
Administrative Agent and the RCC Agent and Xxxxxx Guaranty Trust Company of
New York, as DFC Agent.
WHEREAS, the parties listed above have entered into the Sale and Servicing
Agreement;
WHEREAS, pursuant to Section 7.1(b) of the Sale and Servicing
Agreement, the Issuer, the Seller, AFL, the Servicer, the Administrative
Agent and each Agent desire to amend the Sale and Servicing Agreement in
certain respects as provided below;
WHEREAS, each of the Indenture Trustee, the Backup Servicer, and the
Security Insurer and a Note Majority is willing to consent to this Amendment as
required by Section 7.1(b) of the Sale and Servicing Agreement;
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
AMENDMENTS
SECTION 2.1 AMENDMENTS TO SECTION 1.1 OF THE SALE AND SERVICING AGREEMENT.
The definition of "QUALIFYING RECEIVABLE" appearing in Section 1.1 of the Sale
and Servicing Agreement is amended by deleting the proviso at the end thereof
and replacing it with the following:
PROVIDED, the aggregate Principal Balance of the following
types of Receivables in excess of the applicable specified
percentages shall be excluded from the Principal Balance of
Qualifying Receivables for all purposes hereunder, including,
the denominator of the aforesaid calculation and the
calculation of the Collateral Test:
TYPE OF RECEIVABLE APPLICABLE PERCENTAGE
----------------- ---------------------
Risk Tranche A 100%
Risk Tranche B 100%
Risk Tranche C 100%
Risk Tranche D 37%
Risk Tranche E 12%
Risk Tranche F 0.5%
Risk Tranche G 0.0%
Risk Tranche H 1.5%
SECTION 2.2 AMENDMENT TO SECTION 2. 1(a) OF THE SALE AND SERVICING
AGREEMENT. Clause (i) of the second sentence of Section 2.1(a) of the Sale and
Servicing Agreement is hereby amended by deleting the dollar amount "$7,000,000"
and inserting in lieu thereof the dollar amount "$5,000,000".
SECTION 2.3 AMENDMENT TO EXHIBIT B TO THE SALE AND SERVICING AGREEMENT.
The Form of Servicer's Certificate, Exhibit B to the Sale and Servicing
Agreement, is hereby deleted in its entirety and replaced with the new form of
Servicer's Certificate attached hereto as Exhibit B.
SECTION 2.4 AMENDMENT TO EXHIBIT H TO THE SALE AND SERVICING AGREEMENT.
The Form of Notice of Request for Advance, Exhibit H to the Sale and Servicing
Agreement, is hereby amended by deleting the parenthetical phrase "(Note: such
amount shall be at least $7 million)" and inserting in lieu thereof the
parenthetical phrase "(Note: such amount shall be at least $5 million)".
SECTION 2.5 AMENDMENT TO SCHEDULE A TO THE SALE AND SERVICING AGREEMENT.
The last sentence of paragraph 27 in Schedule A to the Sale and Servicing
Agreement is hereby deleted in its entirety and replaced with the following:
Each of the following types of Receivables constitutes no more
than the applicable specified percentage of the aggregate
outstanding Principal Balance of the Receivables:
Type of Receivable Applicable Percentage
------------------ ---------------------
Risk Tranche A 100%
Risk Tranche B 100%
Risk Tranche C 100%
Risk Tranche D 37%
Risk Tranche E 12%
Risk Tranche F 0.5%
Risk Tranche G 0.0%
Risk Tranche H 1.5%
ARTICLE III
MISCELLANEOUS
SECTION 3.1 COUNTERPARTS; EFFECTIVENESS. 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 (including in its capacity as Owner), the Servicer, the Administrative
Agent and the Agents, (b) the consents of the Backup Servicer, the Indenture
Trustee, the Security Insurer and the Noteholders, to the terms of this
Amendment, (c) evidence of notice to Standard & Poor's and Moody's of this
Amendment and (d) an opinion of counsel to AFL and the Seller, dated the date
hereof, addressed to the Agents, the Indenture Trustee, the Owner Trustee and
the Security Insurer, to the effect that (i) the execution of this Amendment is
authorized by the Sale and Servicing Agreement and (ii) no financing statements
are required to be filed in connection with this Amendment in order to preserve
and protect the interest of the Issuer and the Collateral Agent in the
Receivables and other Seller Conveyed Property.
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 amended
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.
SECTION 3.5 LIMITATION OF OWNER TRUSTEE LIABILILY. It is expressly
understood and agreed by the parties hereto that (a) this Amendment is executed
and delivered by Wilmington Trust Company, not individually or personally but
solely as Owner Trustee of the Issuer, in the exercise of the powers and
authority conferred and vested in it under the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as a personal representation, undertaking and
agreement by Wilmington Trust Company but is made and intended for the purpose
of binding only the Issuer and (c) under no circumstances shall Wilmington Trust
Company be personally liable for
the payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Amendment or the other related
documents.
[Signature Pages to Follow]
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:
ARCADIA AUTOMOBILE RECEIVABLES
WAREHOUSE TRUST
By: WILMINGTON TRUST COMPANY, not in
its individual capacity but solely as
Owner Trustee
By: /s/ Xxxx Xxx Xxxxxxx
------------------------------------
Name: Xxxx Xxx Xxxxxxx
Title: Financial Services Officer
SELLER:
ARCADIA RECEIVABLES FINANCE
CORP.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
and Chief Financial Officer
SERVICER:
ARCADIA FINANCIAL LTD.,
in its individual capacity
and as Servicer
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
[Signature Page to Amendment No. 2 to Amended and Restated Sale and
Servicing Agreement]
BANK OF AMERICA, N.A.,
(formerly known as Bank of America
National Trust and Savings Association)
as Administrative Agent and RCC Agent
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: XXXXX X. XXXX
Title: VICE PRESIDENT
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as DFC Agent
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
AGREED AND CONSENTED:
BACKUP SERVICER:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, not in
its individual capacity but as
Backup Servicer and Collateral Agent
By: /s/ Xxxxxx X. X'Xxxxxx
------------------------------------
Name: Xxxxxx X. X'Xxxxxx
Title: Assistant Vice President
INDENTURE TRUSTEE:
NORWEST BANK MINNESOTA
NATIONAL ASSOCIATION, not in its individual
capacity but as Indenture Trustee
By: /s/ Xxxxxx X. X'Xxxxxx
------------------------------------
Name: Xxxxxx X. X'Xxxxxx
Title: Assistant Vice President
[Signature Page to Amendment No. 2 to Amended and Restated Sale and
Servicing Agreement]
FINANCIAL SECURTY ASSURANCE INC.
By: /s/ Xxxxx Xxx
------------------------------------
Name: XXXXX XXX
Title: MANAGING DIRECTOR
[Signature Page to Amendment No. 2 to Amended and Restated Sale and Servicing
Agreement]
EXHIBIT B
FORM OF SERVICER'S CERTIFICATE
Delivered by Arcadia Financial Ltd. ("The Servicer").
In accordance with the terms of the Amended and Restated Sale and Servicing
Agreement (the "Servicing Agreement"), dated July 21,1998 (as amended from
time to time) among Arcadia Automobile Receivables Warehouse Trust, Arcadia
Receivables Conduit Corp., Arcadia Receivables Finance Corporation, Arcadia
Financial Ltd. in its individual capacity and as Servicer, Bank of America
National Trust & Savings Association as Administrative Agent, and Norwest
Bank Minnesota, National Association as Backup Servicer, Collateral Agent and
Indenture Trustee, the Servicer hereby certifies that the following
information is true and correct. Capitalized terms used in this certificate
shall have the meaning given them I in the Servicing Agreement.
Dates
1 Accounting Date: 01/00/00
2 Determination Date: 01/00/00
3 Distribution Date: 01/00/00
4 Number of Days in Accounting Date Month 0
5 Has an Amortization Period commenced (Y/N) N
Rates 5 2-year Treasury 0.00%
6 30-day CP composite rate 0.00%
7 Offshore Rate 0.00%
8 Weighted Average APR of Qualifying Receivables 0.00%
9 Basis Fee Percent 0.000%
10 Total Expense Percent 0.000%
Auto Loan Information
11 Total Receivables $0.00
13 Total Financed Repossessions $0.00
-----
Aggregate Principal Balance $0.00
Less: Receivables in excess of the following Risk Tranche Percentages: $0.00
Risk Tranche A: 100% $0.00
Risk Tranche B: 100% $0.00
Risk Tranche C: 100% $0.00
Risk Tranche D: 37% $0.00
Risk Tranche E: 12% $0.00
Risk Tranche F: 0.50% $0.00
Risk Tranche G: 0% $0.00
Risk Tranche H: 1.50% $0.00
Total aggregate Principal Balance of Receivables $0.00
14 Amount on deposit in Collection Account $0.00
14a Lockbox Account Balance on Accounting Date $0,00
15 WAC Deficiency Deposit $0.00
Aging of Pool
16 Current $0.00
17 1-30 days past due $0.00
18 31-60 days past due $0.00
19 61-90 days past due $0.00
20 90+ days past due $0.00
-----
Total (should equal aggregate Prinicipal Balance) $0.00
21 Advance Principal Distributable Amount $0.00
Funding Data
22 Is the purchase of Notes funded with CP (Y/N) Y
23 Outstanding Principal Amount as of Accounting Date $0.00
24 Advance Interest Carryover Shortfall $0.00
25 Interest Related to Prepayments $0.00
26 Total Interest due on Distribution Date $0.00
Portfolio Performance
Liquidated Receivables Calculation
Those Receivables where:
27 (i) 91 days have elapsed since the Servicer repossessed the
Financed Vehicle; $0.00
28 (ii) the Servicer has determined in good faith that all
amounts it expects to recover have been received: $0.00
29 (iii) all or any portion of a Scheduled Payment shall have
become more than 180 days delinquent $0.00
-----
Total Liquidated Receivables $0.00
30 FOR RECEIVABLES PLEDGED AS OF THE LAST DAY OF THE ACCOUNTING PERIOD,
TOTAL COLLECTIONS ON THOSE RECEIVABLES MADE DURING THE ACCOUNTING
PERIOD ON OR AFTER THE DATE PLEDGED. $0.00
Page 1
Required Distributions from the Distribution Amount, Pursuant to Section 4.5(a) of
the Servicing Agreement:
(i) Advance Interest Distributable Amount $0.00
(ii) Amount of Outstanding Monthly Advances for which the Servicer
(or AFL) is entitled to be reimbursed and for which the Servicer
(or AFL) has not been previously reimbursed $0.00
(iii) Accrued and unpaid fees and expenses, pro rata, to the extent
that such Person has not previously received such amounts from
Servicer or AFL:
Accrued and unpaid fees of the Indenture Trustee $0.00
Accrued and unpaid expenses of the Indenture Trustee $0.00
Accrued and unpaid fees of the Owner Trustee $0.00
Accrued and unpaid fees of the Lockbox Bank $0.00
Accrued and unpaid fees of the Custodian $0.00
Accrued and unpaid fees of the Backup Servicer $0.00
Accrued and unpaid fees of the Collateral Agent $0.00
Transition expense of successor Servicer (not to
exceed $50,000) $0.00
(iv) Basic Servicing Fee for the related Monthly Period (see page 4) $0.00
Supplemental Servicing Fees for the Related Monthly period $0.00
Amounts permitted to be paid to the Servicer pursuant to Section
4.2: $0,00
(v) With respect to an Amortization Period, so long as no
Amortization Event has occured, the Advance Principal
Distributable Amount $0.00
(vi) Any amount owed and unpaid to the Security Insurer under the
Insurer Agreement, whether or not AFL or any other Person is also
obligated to pay such amounts $0.00
(vii) With respect to the Receiving Period, an amount required to be at
least equal to the sum of:
(1) the WAC Deficiancy Amount, if any, and $0.00
(2) the amount necessary to be held in the Collection Account
such that Collateral Test will be satisfied $0.00
(viii) With respect to an Amortization Period, so long as no
Amortization Event has occured, the amount equal to the remaining
amount on deposit in the Collection Account necessary to pay down
the unpaid principal amount of the Advances $0.00
(ix) To the Agent for distribution, any amounts owing to the Agent,
the Noteholders or any Permitted Assignee under the Note Purchase
Agreement, the Fee Letter or any other Related Document, to the
extent not otherwise paid $0.00
Total Required Distribution (Note: Item (vii) not distributed $0.00
but retained in Collection Account)
COLLECTIONS ALLOCATED TO PRINCIPAL REDUCTIONS TO REMAIN IN THE
COLLECTION ACCOUNT $0.00
(x) Any remaining portion of Distribution Amount to the Spread
Account (Collection Account balance less Total Required
Distribution note: Item (vii) not distributed but retained in the
Collection Account) $0.00
CALCULATION OF SPREAD ACCOUNT
(i) BALANCE OF SPREAD ACCOUNT ON ACCOUNTING DATE $0.00
(ii) EXCESS DISTRIBUTION AMOUNT TO SPREAD ACCOUNT $0.00
(iii) TOTAL IN SPREAD ACCOUNT $0.00
(iv) AGGREGATE PRINCIPAL BALANCE OF RECEIVABLES MULTIPLIED BY 1.5% 1.50%
(v) SPREAD ACCOUNT MAXIMUM AMOUNT $0.00
(vi) AMOUNT RELEASED TO ISSUER (v-iii) $0.00
NOTE: IF ADVANCES ARE PAID OFF AND THE COLLECTION ACCOUNT REDUCED TO
$0 AFTER DETERMINATION DATE AND BEFORE DISTRIBUTION DATE, NO
DISTRIBUTIONS WILL BE MADE FROM EITHER THE COLLECTION ACCOUNT
OR THE SPREAD ACCOUNT.
Page 2
Calculation of WAC deficiency Percentage and Amount
The excess, if any, of (A) 8.25% 8.250%
plus the greatest of:
(I) the sum of 2 year Treasury Yield + 0.60%
+ Basic fee % + Total Expense % 0.600%
(II) (30 day CP composite % 1.2) + 0.25%
+ Total Exp. % 0.250%
(III)(Offshore Rate = 1.2) + 0.375%
+ Total Exp. % N/A
--
Maximum: 8.850%
over (B) the Weighted Average APR of Qualifying Receivables 0.000%
-----
WAC Deficiency Percentage N/A
multiplied by 1.7 0.000%
multiplied by the Principal Balance of Qualifying Receivables $0.00
-----
equals WAC Deficiency Amount $0.00
Calculation of Collateral Value of Receivables
1) Total current principal outstanding on Qualifying Receivables $0.00
2) multiplied by Collateral Ratio 83.00 %
----------
Collateral Value $0.00
Collateral Test
1) Amount on deposit in Collection Account $0.00
Lockbox Account balance on Accounting Date $0.00
Less WAC Deficiency Deposit $0.00
Plus the Total Collateral Value of all Qualifying Receivables $0.00
----------
$0.00
2) Aggregate outstanding amount of all Advances (less than or = to above) $0.00
Is the Collateral Test satisfied? YES
If Collateral Test not satified, amount required to be held
in Collection Account $0.00
Determination of Advance Interest Distributable Amount
1) Oustanding Advance Balance $0.00
2) Total Interest accrued during the immediately preceding interest
Period $0.00
3) Less the amount of any interest that accrued during the preceding
interest Period on any Advance that was prepaid during such
interest Period pursuant to section 2.1(e) of the Repurchase
Agreement and deposited into the Note Distribution Account pursuant
to Section 4.10(b) of the Servicing Agreement $0.00
-----
Advance Monthly Interest Distributable Amount $0.00
4) Determination of the Advance Interest Distributable Amount
a) Advance Monthly Interest Distributable Amount $0.00
b) Advance Interest Carryover Shortfall $0.00
----------
Advance Interest Distributable Amount $0.00
Page 3
Determination of the Basic Servicing Fee
ADVANCES PAID OFF DURING THE ACCOUNTING PERIOD AND COLLECTION ACCOUNT
REDUCED TO $0? YES/NO No
===========
DATE OF PAY OFF
-----------
IF YES, AVERAGE AGGREGATE PRINCIPAL BALANCE of RECEIVABLES PLEDGED
AFTER ADVANCES PAID OFF
IF NO, AVERAGE AGGREGATE PRINCIPAL BALANCE OF RECEIVABLES PLEDGED
DURING THE ACCOUNTING PERIOD
Average Aggregate Principal Balance of Receivables pledged $0.00
multiplied by the Basic Servicing Fee Rate 1.65%
multiplied by $1/360 8.51%
-------------
$0.00
IN WITNESS WHEREOF I, Xxxxxxx X. Xxxxxxx
executed this Certificate as of the date set forth above
By:____________________________________
Title: Treasurer
--------------------------------
Page 4
