EXECUTION COPY
AMENDMENT
dated as of June 1, 1999
to
Insurance and Indemnity Agreement dated as of March 17, 1999
Insurance and Indemnity Agreement dated as of December 22, 1998
Insurance and Indemnity Agreement dated as of September 22, 1998
Insurance and Indemnity Agreement dated as of June 23, 1998
Insurance and Indemnity Agreement dated as of March 25, 1998
Insurance and Indemnity Agreement dated as of December 16, 1997
Insurance and Indemnity Agreement dated as of September 18, 1997
Insurance and Indemnity Agreement dated as of June 19, 1997
Insurance and Indemnity Agreement dated as of March 20, 1997
Insurance and Indemnity Agreement dated as of December 12, 1996
Insurance and Indemnity Agreement dated as of September 12, 1996
Insurance and Indemnity Agreement dated as of June 14, 1996
Insurance and Indemnity Agreement dated as of March 14, 1996
Insurance and Indemnity Agreement dated as of December 6, 1995
Insurance and Indemnity Agreement dated as of September 21, 1995
Insurance and Indemnity Agreement dated as of June 15, 1995
Insurance and Indemnity Agreement dated as of March 15, 1995
Insurance and Indemnity Agreement dated as of February 9, 1995
Insurance and Indemnity Agreement dated as of September 23, 1994
Insurance and Indemnity Agreement dated as of December 3, 1996 as amended
and restated as of July 21, 1998
AMENDMENT dated as of June 1, 1999 to the Insurance and
Indemnity Agreements listed on Schedule IV hereto (collectively, the "Insurance
Agreements") among Financial Security Assurance Inc. ("Financial Security"),
Arcadia Automobile Xxxxxxxxxxx Xxxxx, 0000-X, Xxxxxxx Automobile Xxxxxxxxxxx
Xxxxx, 0000-X, Xxxxxxx Automobile Receivables Trust, 1998-D, Arcadia Automobile
Receivables Trust, 1998-C, Arcadia Automobile Receivables Trust, 1998-B, Arcadia
Automobile Xxxxxxxxxxx Xxxxx, 0000-X, Xxxxxxx Automobile Receivables Trust,
1997-D, Arcadia Automobile Receivables Trust, 1997-C, Arcadia Automobile
Receivables Trust, 1997-B, Olympic Automobile Receivables Trust, 1997-A, Olympic
Automobile Receivables Trust, 1996-D, Olympic Automobile Receivables Trust,
1996-C, Olympic Automobile Receivables Trust, 1996-B, Olympic Automobile
Receivables Trust, 1996-A, Olympic Automobile Receivables Trust, 1995-E, Olympic
Automobile Receivables Trust, 1995-D, Olympic Automobile Receivables Trust,
1995-C, Olympic Automobile Receivables Trust, 1995-B, Olympic Automobile
Receivables Trust, 1995-A, Olympic Automobile Receivables Trust, 1994-B, Arcadia
Automobile Receivables Warehouse Trust, Arcadia First GP Inc. (formerly known as
Olympic First GP Inc.), Arcadia Second GP Inc. (formerly known as Olympic Second
GP Inc.), Arcadia Receivables Finance Corp. (formerly known as Olympic
Receivables Finance Corp.), and Arcadia Financial Ltd. ("AFL", formerly known as
Olympic Financial Ltd.), in each case with respect to each Insurance and
Indemnity Agreement with respect to which such person is a party.
WHEREAS, the respective parties to each Insurance and
Indemnity Agreement (the "Respective Parties") have heretofore executed such
Insurance and Indemnity Agreement;
WHEREAS, the Respective Parties to each Insurance and
Indemnity Agreement wish to amend such Agreement.
NOW, THEREFORE, the Respective Parties to each Insurance and
Indemnity Agreement agree that such Agreement is hereby amended as follows:
Section 1. AMENDMENT TO THE INSURANCE AND INDEMNITY
AGREEMENTS.
A. Paragraph (n) of Section 5.01 of each of the Series 1999-A Insurance
and Indemnity Agreement, Series 1998-E Insurance and Indemnity Agreement, Series
1998-D Insurance and Indemnity Agreement, Series 1998-C Insurance and Indemnity
Agreement, Series 1998-B Insurance and Indemnity Agreement, Series 1998-A
Insurance and Indemnity Agreement, the Series 1997-D Insurance and Indemnity
Agreement, the Series 1997-C Insurance and Indemnity Agreement, the Series
1997-B Insurance and Indemnity Agreement and the Series 1997-A Insurance and
Indemnity Agreement is hereby amended by deleting the text contained therein and
replacing such text in each instance with the text specified in Exhibit A
hereto.
B. Paragraph (o) of Section 5.01 of each of the Series 1996-D Insurance
and Indemnity Agreement, the Series 1996-C Insurance and Indemnity Agreement,
the Series 1996-B Insurance and Indemnity Agreement, the Series 1996-A Insurance
and Indemnity Agreement, the Series 1995-E Insurance and Indemnity Agreement,
the Series 1995-D
Insurance and Indemnity Agreement, the Series 1995-C Insurance and Indemnity
Agreement and the Series 1995-A Insurance and Indemnity Agreement is hereby
amended by deleting the text contained therein and replacing such text in
each instance with the text specified in Exhibit A hereto.
C. Paragraph (q) of Section 5.01 of the Series 1995-B Insurance and
Indemnity Agreement is hereby amended by deleting the text contained therein and
replacing such text in each instance with the text specified in Exhibit A
hereto.
D. Paragraph (p) of Section 5.01 of the Series 1994-B Insurance and
Indemnity Agreement is hereby amended by deleting the text contained therein and
replacing such text in each instance with the text specified in Exhibit A
hereto.
E. Paragraph (f) of Section 5.01 of the Warehousing Series Insurance
and Indemnity Agreement is hereby amended by deleting the text contained therein
and replacing such text in each instance with the text specified in Exhibit A
hereto.
Section 2. COUNTERPARTS. This Amendment to the Insurance and
Indemnity Agreements may be executed in several counterparts, each of which
shall be deemed an original hereof and all of which, when taken together, shall
constitute one and the same Amendment to the Insurance and Indemnity Agreements.
Section 3. RATIFICATION OF INSURANCE AND INDEMNITY AGREEMENTS.
Except as provided herein, all provisions, terms and conditions of the Insurance
and Indemnity Agreements shall remain in full force and effect. As amended
hereby, the Insurance and Indemnity Agreements are ratified and confirmed in all
respects.
Section 4. AUTHORIZATION. By its execution hereof, Financial
Security Assurance Inc. hereby instructs the Owner Trustee of each of Arcadia
Automobile Xxxxxxxxxxx Xxxxx, 0000-X, Xxxxxxx Automobile Xxxxxxxxxxx Xxxxx,
0000-X, Xxxxxxx Automobile Receivables Trust, 1998-D, Arcadia Automobile
Receivables Trust, 1998-C, Arcadia Automobile Receivables Trust, 1998-B, Arcadia
Automobile Xxxxxxxxxxx Xxxxx, 0000-X, Xxxxxxx Automobile Receivables Trust,
1997-D, Arcadia Automobile Receivables Trust, 1997-C, Arcadia Automobile
Receivables Trust, 1997-B, Olympic Automobile Receivables Trust, 1997-A, Olympic
Automobile Receivables Trust, 1996-D, Olympic Automobile Receivables Trust,
1996-C, Olympic Automobile Receivables Trust, 1996-B, Olympic Automobile
Receivables Trust, 1996-A, Olympic Automobile Receivables Trust, 1995-E, Olympic
Automobile Receivables Trust, 1995-D, Olympic Automobile Receivables Trust,
1995-C, Olympic Automobile Receivables Trust, 1995-B, Olympic Automobile
Receivables Trust, 1995-A, Olympic Automobile Receivables Trust, 1994-B and
Arcadia Automobile Receivables Warehouse Trust each in accordance with the
respective Trust Agreements, to execute this Amendment.
2
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to the respective Insurance and Indemnity Agreements specified below
as of the date set forth on the first page hereof.
With respect to each Insurance and
Indemnity Agreement:
FINANCIAL SECURITY ASSURANCE INC.
By: /s/ XXXXX XXX
--------------------------------
Authorized Officer
ARCADIA RECEIVABLES FINANCE CORP.
By: /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
ARCADIA FINANCIAL LTD.
By: /s/ XXXX X. XXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
With respect to the:
Series 1997-A Insurance and Indemnity Agreement,
Series 1996-D Insurance and Indemnity Agreement,
Series 1996-C Insurance and Indemnity Agreement,
Series 1996-B Insurance and Indemnity Agreement,
Series 1996-A Insurance and Indemnity Agreement,
Series 1995-E Insurance and Indemnity Agreement,
Series 1995-D Insurance and Indemnity Agreement,
Series 1995-C Insurance and Indemnity Agreement,
Series 1995-B Insurance and Indemnity Agreement,
Series 1995-A Insurance and Indemnity Agreement,
and
Series 1994-B Insurance and Indemnity Agreement:
ARCADIA FIRST GP INC.
By: /s/ XXXX X. XXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
ARCADIA SECOND GP INC.
By: /s/ XXXX X. XXXXXX
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
With respect to the:
Series 1999-A Insurance and Indemnity Agreement,
Series 1998-E Insurance and Indemnity Agreement,
Series 1998-D Insurance and Indemnity Agreement,
Series 1998-C Insurance and Indemnity Agreement,
Series 1998-B Insurance and Indemnity Agreement,
Series 1998-A Insurance and Indemnity Agreement,
Series 1997-D Insurance and Indemnity Agreement,
Series 1997-C Insurance and Indemnity Agreement,
Series 1995-E Insurance and Indemnity Agreement,
Series 1995-D Insurance and Indemnity Agreement,
Series 1995-C Insurance and Indemnity Agreement,
Series 1995-B Insurance and Indemnity Agreement,
Series 1995-A Insurance and Indemnity Agreement,
Series 1994-B Insurance and Indemnity Agreement, and
Warehousing Series Insurance and Indemnity Agreement
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1999-A
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1998-E
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1998-D
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1998-C
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1998-B
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1998-A
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1997-D
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1997-C
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1995-E
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1995-D
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1995-C
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1995-B
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1995-A
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1994-B
ARCADIA AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
By: Wilmington Trust Company,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/ XXXXXX X. XXXXX
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Financial Services Officer
With respect to the:
Series 1997-B Insurance and Indemnity Agreement,
Series 1997-A Insurance and Indemnity Agreement,
Series 1996-D Insurance and Indemnity Agreement,
Series 1996-C Insurance and Indemnity Agreement,
Series 1996-B Insurance and Indemnity Agreement, and
Series 1996-A Insurance and Indemnity Agreement:
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1997-B
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1997-A
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-D
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-C
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-B
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-A
By: chase Manhattan Bank Delaware, as successor
to Mellon Bank (DE), National Association,
not in its individual capacity, but solely
in its capacity as Owner Trustee
By: /s/ XXXXX XXXXX
----------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
SCHEDULE I
RESERVED
I-1
SCHEDULE II
RESERVED
II-1
SCHEDULE III
RESERVED
III-1
SCHEDULE IV
(1) Insurance and Indemnity Agreement dated as of March 17, 1999 (the "Series
1999-A Insurance and Indemnity Agreement");
(2) Insurance and Indemnity Agreement dated as of December 22, 1998 (the
"Series 1998-E Insurance and Indemnity Agreement");
(3) Insurance and Indemnity Agreement dated as of November 19, 1998 (the
"Series 1998-D Insurance and Indemnity Agreement");
(4) Insurance and Indemnity Agreement dated as of September 22, 1998 (the
"Series 1998-C Insurance and Indemnity Agreement");
(5) Insurance and Indemnity Agreement dated as of June 23, 1998 (the "Series
1998-B Insurance and Indemnity Agreement");
(6) Insurance and Indemnity Agreement dated as of March 25, 1998 (the "Series
1998-A Insurance and Indemnity Agreement");
(7) Insurance and Indemnity Agreement dated as of December 16 1997 (the "Series
1997-D Insurance and Indemnity Agreement");
(8) Insurance and Indemnity Agreement dated as of September 18, 1997, as
amended by that certain Amendment dated as of December 16, 1997 (the
"December 1997 Amendment") to certain of the Insurance and Indemnity
Agreements (as amended, the "Series 1997-C Insurance and Indemnity
Agreement");
(9) Insurance and Indemnity Agreement dated as of June 19, 1997, as amended by
the December 1997 Amendment (as amended, the "Series 1997-B Insurance and
Indemnity Agreement");
(10) Insurance and Indemnity Agreement dated as of March 20, 1997, as amended by
the December 1997 Amendment (as amended, the "Series 1997-A Insurance and
Indemnity Agreement");
(11) Insurance and Indemnity Agreement dated as of December 12, 1996, as amended
by the December 1997 Amendment (as amended, the "Series 1996-D Insurance
and Indemnity Agreement");
(12) Insurance and Indemnity Agreement dated as of September 12, 1996, as
amended by the December 1997 Amendment (as amended, the "Series 1996-C
Insurance and Indemnity Agreement");
(13) Insurance and Indemnity Agreement dated as of June 14, 1996, as amended by
that certain Amendment dated as of September 12, 1996 (the "September 1996
Amendment") to certain of the Insurance and Indemnity Agreements, as
further
IV-1
amended by the December 1997 Amendment (as amended, the "Series 1996-B
Insurance and Indemnity Agreement");
(14) Insurance and Indemnity Agreement dated as of March 14, 1996, as amended by
that certain Amendment dated as of May 31, 1996 (the "May 1996 Amendment")
to certain of the Insurance and Indemnity Agreements, as further amended by
the September 1996 Amendment, the December 1997 Amendment and the December
1997 Amendment (as amended, the "Series 1996-A Insurance and Indemnity
Agreement");
(15) Insurance and Indemnity Agreement dated as of December 6, 1995, as amended
by the May 1996 Amendment, as further amended by the September 1996
Amendment and the December 1997 Amendment (as amended, the "Series 1995-E
Insurance and Indemnity Agreement");
(16) Insurance and Indemnity Agreement dated as of September 21, 1995, as
amended by that certain Amendment dated as of December 6, 1995 (the
"December 1995 Amendment") to certain of the Insurance and Indemnity
Agreements, as further amended by the May 1996 Amendment, the September
1996 Amendment and the December 1997 Amendment (as amended, the "Series
1995-D Insurance and Indemnity Agreement");
(17) Insurance and Indemnity Agreement dated as of June 15, 1995, as amended by
the December 1995 Amendment, as further amended by the May 1996 Amendment,
as further amended by the September 1996 Amendment and the December 1997
Amendment (as amended, the "Series 1995-C Insurance and Indemnity
Agreement");
(18) Insurance and Indemnity Agreement dated as of March 15, 1995, as amended by
that certain Amendment dated as of June 15, 1995 (the "June 1995
Amendment") to certain of the Insurance and Indemnity Agreements, as
further amended by the December 1995 Amendment, the May 1996 Amendment, the
September 1996 Amendment and the December 1997 Amendment (as amended, the
"Series 1995-B Insurance and Indemnity Agreement");
(19) Insurance and Indemnity Agreement dated as of February 9, 1995, as amended
by the June 1995 Amendment, as further amended by the December 1995
Amendment and May 1996 Amendment, as further amended by the September 1996
Amendment, as further amended by the December 1997 Amendment (as amended,
the "Series 1995-A Insurance and Indemnity Agreement"); and
(20) Insurance and Indemnity Agreement dated as of September 23, 1994, as
amended by the June 1995 Amendment, as further amended by the December 1995
Amendment, the September 1996 Amendment and the December 1997 Amendment (as
amended, the "Series 1994-B Insurance and Indemnity Agreement").
IV-2
(21) Insuranceand Indemnity Agreement dated as of December 3, 1996, as amended
and restated as of July 21, 1998 pertaining to Arcadia Automobile
Receivables Warehouse Trust (as amended and restated, the "Warehousing
Series Insurance and Indemnity Agreement").
IV-3
EXHIBIT A
1. With respect to the Series 1999-A Insurance and Indemnity Agreement, Series
1998-E Insurance and Indemnity Agreement, Series 1998-D Insurance and Indemnity
Agreement, Series 1998-C Insurance and Indemnity Agreement, Series 1998-B
Insurance and Indemnity Agreement, Series 1998-A Insurance and Indemnity
Agreement, Series 1997-D Insurance and Indemnity Agreement, Series 1997-C
Insurance and Indemnity Agreement and Series 1997-B Insurance and Indemnity
Agreement:
"the occurrence of an "Event of Default" under and as defined in any
Insurance and Indemnity Agreement among Financial Security, Arcadia
Financial, the Seller and any other parties thereto, including any
"Event of Default" defined as a "Portfolio Performance Event of
Default" in such Insurance and Indemnity Agreement."
2. With respect to the Series 1997-A Insurance and Indemnity Agreement, Series
1996-D, Insurance and Indemnity Agreement, Series 1996-C Insurance and Indemnity
Agreement, Series 1996-B Insurance and Indemnity Agreement, Series 1996-A
Insurance and Indemnity Agreement, Series 1995-E Insurance and Indemnity
Agreement, Series 1995-D Insurance and Indemnity Agreement, Series 1995-C
Insurance and Indemnity Agreement, Series 1995-B Insurance and Indemnity
Agreement, Series 1995-A Insurance and Indemnity Agreement and Series 1994-B
Insurance and Indemnity Agreement:
"the occurrence of an "Event of Default" under and as defined in any
Insurance and Indemnity Agreement among Financial Security, OFL, the
Seller and any other parties thereto, including any "Event of Default"
defined as a "Portfolio Performance Event of Default" in such Insurance
and Indemnity Agreement."
3. With respect to the Warehousing Series Insurance and Indemnity Agreement:
"the occurrence of an Insurance Agreement Event of Default with respect
to any Term Transaction, including any Insurance Agreement Event of
Default defined as a "Portfolio Performance Event of Default" in the
related Insurance Agreement."
A-1
