SERIES 1995-D SUPPLEMENT
dated as of September 21, 1995
to
SPREAD ACCOUNT AGREEMENT
dated as of March 25, 1993,
as amended and restated
as of September 21, 1995
among
OLYMPIC FINANCIAL LTD.
OLYMPIC RECEIVABLES FINANCE CORP.
FINANCIAL SECURITY ASSURANCE INC.
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee and as Collateral Agent
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . .2
Section 1.2 Rules of Interpretation . . . . . . . . . . . . . . . . . .6
ARTICLE II CREDIT ENHANCENIENT FEE; SERIES SUPPLEMENTS;
THE COLLATERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section 2.1 Series 1995-D Credit Enhancement Fee. . . . . . . . . . . .6
Section 2.2 Series Supplements. . . . . . . . . . . . . . . . . . . . .7
Section 2.3 Grant of Security Interest by OFL and the Seller. . . . . .7
ARTICLE III SPREAD ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . .8
Section 3.1 Establishment of Series 1995-D Spread Account; Initial
Deposit into Series 1995-D Spread Account. . . . . . . . .8
Section 3.2 Spread Account Additional Deposits. . . . . . . . . . . . .8
ARTICLE IV MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .8
Section 4.1 Further Assurances. . . . . . . . . . . . . . . . . . . . .8
Section 4.2 Governing Law . . . . . . . . . . . . . . . . . . . . . . .8
Section 4.3 Counterparts. . . . . . . . . . . . . . . . . . . . . . . .8
Section 4.4 Headings. . . . . . . . . . . . . . . . . . . . . . . . . .9
SERIES 1995-D SUPPLEMENT
SERIES 1995-D SUPPLEMENT, dated as of September 21, 1995 (the "Series
1995-D Supplement"), by and among OLYMPIC FINANCIAL LTD., a Minnesota
corporation ("OFL"), OLYMPIC RECEIVABLES FINANCE CORP., a Delaware
corporation (the "Seller"), FINANCIAL SECURITY ASSURANCE INC., a New York
stock insurance company ("Financial Security"), and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, a national banking association, in its capacities as
Trustee under each Pooling and Servicing Agreement and as Indenture Trustee
under each Indenture referred to in the Spread Account Agreement (as defined
below), in such capacity as agent for the Noteholders and Certificateholders
with respect to the related Series (in each of such capacities, the
"Trustee") and as Collateral Agent hereunder.
RECITALS
1. The parties hereto have previously entered into a Spread Account
Agreement, dated as of March 25, 1993, as amended and restated as of
September 21, 1995 (the "Spread Account Agreement"), and, as contemplated by
Section 2.02 of the Spread Account Agreement, this Series 1995-D Supplement
constitutes a Series Supplement to the Spread Account Agreement so that
hereafter this Series 1995-D Supplement shall form a part of the Spread
Account Agreement for all purposes thereof, and all references herein and
hereafter to the Spread Account Agreement shall mean the Spread Account
Agreement, as supplemented hereby.
2. Olympic Automobile Receivables Trust, 1995-D (the "Series 1995-D
Trust") is being formed contemporaneously herewith pursuant to the Series
1995-D Trust Agreement (as defined herein).
3. Pursuant to the Series 1995-D Sale and Servicing Agreement, the
Seller is selling to the Series 1995-D Trust all of its right, title and
interest in and to the Initial Receivables (as defined in the Series 1995-D
Sale and Servicing Agreement) and certain other Trust Property (as defined in
the Series 1995-D Trust Agreement).
4. Pursuant to the Series 1995-D Trust Agreement, the Series 1995-D
Trust is issuing the Series 1995-D Certificates (as defined herein). Pursuant
to the Series 1995-D Indenture, the Series 1995-D Trust is issuing the Series
1995-D Notes (as defined herein).
5. The Seller has requested that Financial Security issue the Series
1995-D Note Policy to the Trustee to guarantee payment of the Scheduled
Payments (as defined in such Policy) on each Payment Date in respect of the
Series 1995-D Notes, and has requested that Financial Security issue the
Series 1995-D Certificate Policy to Wilmington Trust Company, as Owner
Trustee under the Series 1995-D Trust Agreement, to guarantee payment of the
Guaranteed Distributions (as defined in such Policy) on each Distribution
Date in respect of the Series 1995-D Certificates.
6. In partial consideration of the issuance of the Series 1995-D Note
Policy and the Series 1995-D Certificate Policy, the Seller has agreed that
Financial Security shall have certain
rights as Controlling Party, to the extent set forth in the Spread Account
Agreement and the Series 1995-D Indenture.
7. The Seller is a wholly owned special purpose subsidiary of OFL. The
Series 1995-D Trust has agreed to pay the Series 1995-D Credit Enhancement
Fee to the Seller in consideration of the obligations of the Seller and OFL
pursuant hereto and in consideration of the obligations of OFL pursuant to
the Series 1995-D Insurance Agreement (such obligations forming part of the
Series 1995-D Insurer Secured Obligations as referred to herein). The Series
1995-D Insurer Secured Obligations form part of the consideration to
Financial Security for its issuance of the Series 1995-D Policies.
8. In order to secure the performance of the Series 1995-D Secured
Obligations, to further effect and enforce the subordination provisions to
which the Series 1995-D Credit Enhancement Fee is subject, and in
consideration of the receipt of the Series 1995-D Credit Enhancement Fee, OFL
and the Seller have agreed to pledge the Series 1995-D Collateral as
Collateral to the Collateral Agent for the benefit of Financial Security and
for the benefit of the Trustee on behalf of the Trust, upon the terms and
conditions set forth herein.
AGREEMENTS
In consideration of the premises, and for other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS. All terms defined in Section 1. 1 of the Series
1995-D Sale and Servicing Agreement shall have the same meaning with respect
to this Series 1995-D Supplement. The following terms shall have the
following meanings:
"COLLECTION ACCOUNT SHORTFALL" means, with respect to Series 1995-D and
any Distribution Date, the Deficiency Claim Amount, as defined in the Series
1995-D Sale and Servicing Agreement, with respect to such Distribution Date.
"INITIAL PRINCIPAL AMOUNT" means $525,000,000 with respect to Series
1995-D.
"INITIAL SPREAD ACCOUNT DEPOSIT" means $0.00 for Series 1995-D.
"INITIAL SPREAD ACCOUNT MAXIMUM AMOUNT " means, with respect to Series
1995-D and any Distribution Date, an amount equal to the greater of (i) 6% of
the Series 1995-D Balance as of the close of business on such Distribution
Date and (ii) the Spread Account Minimum Amount as of the close of business
on such Distribution Date.
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"SERIES 1995-D BALANCE" means, with respect to Series 1995-D and any
Distribution Date, the sum of the aggregate principal amount of the Series
1995-D Notes and the Class B Certificate Balance with respect to Series
1995-D Certificates as of such Distribution Date (after giving effect to the
distributions in respect of principal on the Notes and on the Class B
Certificates made on such Distribution Date).
"SERIES 1995-D CERTIFICATE POLICY" means the financial guaranty
insurance policy issued by Financial Security with respect to the Series
1995-D Certificates.
"SERIES 1995-D CERTIFICATES" means the Certificates issued on the date
hereof pursuant to the Series 1995-D Trust Agreement.
"SERIES 1995-D COLLATERAL" has the meaning specified in Section 2.3(a)
hereof.
"SERIES 1995-D CREDIT ENHANCEMENT FEE" means the amount distributable on
each Distribution Date pursuant to Section 4.6(viii) and (ix) of the Series
1995-D Sale and Servicing Agreement.
"SERIES 1995-D INDENTURE" means the Indenture, dated as of September 1,
1995, among the Series 1995-D Trust, the Trustee and the Indenture Collateral
Agent.
"SERIES 1995-D NOTE POLICY" means the financial guaranty insurance
policy issued by Financial Security with respect to the Series 1995-D Notes.
"SERIES 1995-D NOTES" means the Class A-1, Class A-2, Class A-3, Class
A-4, Class A5, and Class A-6 Notes issued pursuant to the Series 1995-D
Indenture.
"SERIES 1995-D OWNER TRUSTEE" means Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee, or its successor in
interest, and any successor Owner Trustee appointed as provided in the Series
1995-D Trust Agreement.
"SERIES 1995-D RECEIVABLE" means each Receivable referenced on the
Schedule of Receivables attached to the Series 1995-D Sale and Servicing
Agreement, as supplemented from time to time during the Funding Period by one
or more Subsequent Transfer Agreements.
"SERIES 1995-D RESERVE ACCOUNT" means the Reserve Account established
pursuant to Section 4. 1 (d) of the Series 1995-D Sale and Servicing
Agreement.
"SERIES 1995-D SALE AND SERVICING AGREEMENT" means the Sale and
Servicing Agreement, dated as of September 1, 1995, and attached hereto as
Exhibit A, among the Series 1995-D Trust, OFL, in its individual capacity and
as Servicer, the Seller and the Backup Servicer, as such agreement may be
supplemented, amended or modified from time to time.
"SERIES 1995-D SECURITIES" means the Series 1995-D Notes and the Series
1995-D Certificates, collectively.
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"SERIES 1995-D SPREAD ACCOUNT" means the Spread Account established
pursuant to Section 3.1 (a) hereof.
"SERIES 1995-D SUPPLEMENT" means this Series 1995-D Supplement which
constitutes a Series Supplement to the Spread Account Agreement.
"SERIES 1995-D TRUST AGREEMENT" means the Trust Agreement, dated as of
September 1, 1995, among the Seller, Olympic First GP Inc., Olympic Second GP
Inc., Financial Security and the Series 1995-D Owner Trustee.
"SPREAD ACCOUNT ADDITIONAL DEPOSIT" means, with respect to Series 1995-D
and any Subsequent Transfer Date, an amount equal to 0.00% of the aggregate
Principal Balance (as of the related Subsequent Cutoff Date) of the
Subsequent Receivables being transferred to the Series 1995-D Trust on such
Subsequent Transfer Date or such greater amount as required by the Rating
Agencies to confirm that the rating assigned to the Series 1995-D Notes and
the Series 1995-D Certificates will be in the highest category by such Rating
Agencies.
"SPREAD ACCOUNT DEFAULT LEVEL" means, with respect to Series 1995-D and
any Distribution Date, if an Insurance Agreement Event of Default with
respect to Series 1995-D has occurred and is continuing or a Capture Event
has occurred and is continuing, an amount equal to the greater of:
(A) the amount of funds in the Series 1995-D Spread Account (after
giving effect to distributions from the Series 1995-D Spread
Account made on such Distribution Date pursuant to priority
SECOND of Section 3.03(b) of the Spread Account Agreement), or
(B) the product of
(1) the greatest of
(a) two times the Delinquency Ratio as of the related
Determination Date; or
(b) two times the Default Rate as of the related
Determination Date;or
(c) two times the Average Default Rate as of the related
Determination Date; or
(d) five times the Net Loss Rate as of the related
Determination Date; or
(e) five times the Average Net Loss Rate as of the
related Determination Date;
4
and
(2) the Series 1995-D Balance as of such Distribution Date.
"SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series 1995-D and
any Distribution Date:
(i) if no Insurance Agreement Event of Default with respect to
Series 1995-D has occurred and is continuing, no Capture Event has occurred
and is continuing, no Trigger Event has occurred on the related
Determination Date, and if any Trigger Event with respect to Series 1995-D
has occurred as of a prior Determination Date, such Trigger Event is Deemed
Cured as of the related Determination Date, the Initial Spread Account
Maximum Amount with respect to Series 1995-D and such Distribution Date; or
(ii) if (A) an Insurance Agreement Event of Default with respect
to Series 1995-D has occurred and is continuing or (B) a Trigger Event with
respect to Series 1995-D has occurred as of the related Determination Date,
or (C) a Trigger Event with respect to Series 1995-D has occurred as of a
prior Determination Date and is not Deemed Cured as of the related
Determination Date, or (D) a Capture Event has occurred and is continuing
as of the related Determination Date, the Spread Account Maximum Amount
shall not be limited.
"SPREAD ACCOUNT MINIMUM AMOUNT" means, with respect to Series 1995-D and
any Distribution Date, an amount equal to the greater of:
(i) $100,000, and
(ii) the lesser of:
(A) 1 % of the Initial Principal Amount of Series 1995-D, and
(B) Series 1995-D Balance.
"SPREAD ACCOUNT WITHDRAWAL FLOOR" means, with respect to Series 1995-D
and any Determination Date, the Spread Account Minimum Amount as of such
Determination Date.
"TRIGGER EVENT" means, with respect to Series 1995-D and as of a
Determination Date, the occurrence of any of the following events:
(i) the Delinquency Ratio for such Determination Date shall be
equal to or greater than 5%;
(ii) the Average Delinquency Ratio for such Determination Date
shall be equal to or greater than 3%;
5
(iii) the Average Default Rate shall be equal to or greater than
(A) 4.5%, with respect to any Determination Date occurring
on or prior to the nine month anniversary of the Closing
Date, (B) 5.75%, with respect to any Determination Date
occurring after the nine month anniversary, and on or prior
to the 18 month anniversary, of the Closing Date, or (C)
4.5%, with respect to each Determination Date thereafter; or
(iv) the Average Net Loss shall be equal to or greater than (A)
2%, with respect to any Determination Date occurring on or
prior to the nine month anniversary of the Closing Date, (B)
2.5%, with respect to any Determination Date occurring
after the nine month anniversary, and on or prior to the 18
month anniversary, of the Closing Date, or (C) 2%, with
respect to each Determination Date thereafter.
Section 1.2 RULES OF INTERPRETATION. The terms "hereof," "herein,"
"hereto" or "hereunder," unless otherwise modified by more specific
reference, shall refer to this Series 1995-D Supplement. Unless otherwise
indicated in context, the terms "Article," "Section" or "Exhibit" shall refer
to an Article or Section of, or Exhibit to, this Series 1995-D Supplement.
The definition of a term shall include the singular, the plural, the past,
the present, the future, the active and the passive forms of such term. A
term defined herein and used herein preceded by a Series designation, shall
mean such term as it relates to the Series designated.
ARTICLE II
CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL
Section 2. 1 SERIES 1995-D CREDIT ENHANCEMENT FEE. The Series 1995-D
Sale and Servicing Agreement provides for the payment to the Seller of the
Series 1995-D Credit Enhancement Fee, to be paid to the Seller by
distribution of such amounts to the Collateral Agent for deposit and
distribution pursuant to this Agreement. The Seller and OFL hereby agree that
payment of the Series 1995-D Credit Enhancement Fee in the manner and subject
to the conditions set forth herein and in the Series 1995-D Sale and
Servicing Agreement is adequate consideration and the exclusive consideration
to be received by the Seller or OFL for the obligations of the Seller
pursuant hereto and the obligations of OFL pursuant hereto (including,
without limitation, the transfer by the Seller to the Collateral Agent of the
Initial Spread Account Deposit with respect to Series 1995-D) and pursuant to
the Series 1995-D Insurance Agreement. The Seller and OFL hereby agree with
the Trustee and with Financial Security that payment of the Series 1995-D
Credit Enhancement Fee to the Seller is expressly conditioned on
subordination of the Series 1995-D Credit Enhancement Fee to payments on the
Notes (if any) and Certificates of any Series, payments of amounts due to
Financial Security and the other obligations of the Trusts, in each case to
the extent provided in Section 4.6 of the Standard Terms and Conditions or
Section 4.6 of the related Sale and Servicing Agreement, as applicable, and
Section 3.03 of the Spread Account Agreement, and the Security Interest of
the Secured Parties in the Series 1995-D Collateral is intended to effect and
enforce such subordination and
6
to provide security for the Series 1995-D Secured Obligations and subject to
the terms hereof the Secured Obligations with respect to other Series.
Section 2.2 SERIES SUPPLEMENTS. As provided in and subject to the
conditions specified in Section 2.02 of the Spread Account Agreement, the
parties hereto are entering into this Series 1995-D Supplement with respect
to the Series 1995-D Securities.
Section 2.3 GRANT OF SECURITY INTEREST BY OFL AND THE SELLER.
(a) In order to secure the performance of the Secured Obligations with
respect to each Series, the Seller (and OFL, to the extent it may have any
rights therein) hereby pledges, assigns, grants, transfers and conveys to the
Collateral Agent, on behalf of and for the benefit of the Secured Parties to
secure the Secured Obligations, a lien on and security interest in (which
lien and security interest is intended to be prior to all other liens,
security interests or other encumbrances), all of its right, title and
interest in and to the following (all being collectively referred to herein
as the "Series 1995-D Collateral"):
(i) the Series 1995-D Credit Enhancement Fee and all rights and
remedies that the Seller may have to enforce payment of the Series 1995-D
Credit Enhancement Fee whether under the Series 1995-D Sale and Servicing
Agreement or otherwise;
(ii) the Series 1995-D Spread Account established pursuant to Section
3.1 of this Series 1995-D Supplement and Section 3.01 of the Spread Account
Agreement, and each other account owned by the Seller and maintained by the
Collateral Agent (including, without limitation, all monies, checks,
securities, investments and other documents from time to time held in or
evidencing any such accounts);
(iii) all of the Seller's right, title and interest in and to
investments made with proceeds of the property described in clauses (i) and
(ii) above, or made with amounts on deposit in the Series 1995-D Spread
Account; and
(iv) all distributions, revenues, products, substitutions, benefits,
profits and proceeds, in whatever form, of any of the foregoing.
(b) In order to effectuate the provisions and purposes of this Series
1995-D Supplement, including for the purpose of perfecting the security
interests granted hereunder, the Seller represents and warrants that it has,
prior to the execution of this Series 1995-D Supplement, executed and filed
an appropriate Uniform Commercial Code financing statement in Minnesota
sufficient to ensure that the Collateral Agent, as agent for the Secured
Parties, has a first priority perfected security interest in all Series
1995-D Collateral which can be perfected by the filing of a financing
statement.
7
ARTICLE III
SPREAD ACCOUNT
Section 3. 1 ESTABLISHMENT OF SERIES 1995-D SPREAD ACCOUNT; INITIAL
DEPOSIT INTO SERIES 1995-D SPREAD ACCOUNT.
(a) On or prior to the Closing Date relating to the Series 1995-D
Certificates, the Collateral Agent shall establish with respect to Series
1995-D, at its office or at another depository institution or trust company,
an Eligible Account, designated "Spread Account--Series 1995-D--Norwest Bank
Minnesota, National Association, as Collateral Agent for Financial Security
Assurance Inc. and another Secured Party" (the "Series 1995-D Spread
Account").
(b) On the Closing Date relating to the Series 1995-D, the Collateral
Agent shall deposit the Initial Spread Account Deposit with respect to Series
1995-D received from the Seller into the Series 1995-D Spread Account.
Section 3.2 SPREAD ACCOUNT ADDITIONAL DEPOSITS. On each Subsequent
Transfer Date, the Series 1995-D Trust will, pursuant to Section 2.4 of the
Series 1995-D Sale and Servicing Agreement, deliver on behalf of the Seller
the Spread Account Additional Deposit for such Subsequent Transfer Date to
the Collateral Agent. The Collateral Agent shall deposit each such Spread
Account Additional Deposit received from the Series 1995-D Trust into the
Series 1995-D Spread Account.
ARTICLE IV
MISCELLANEOUS
Section 4.1 FURTHER ASSURANCES. Each party hereto shall take such action
and deliver such instruments to any other party hereto, in addition to the
actions and instruments specifically provided for herein, as may be
reasonably requested or required to effectuate the purpose or provisions of
this Series 1995-D Supplement or to confirm or perfect any transaction
described or contemplated herein.
Section 4.2 GOVERNING LAW. This Series 1995-D Supplement shall be
governed by and construed, and the obligations, rights and remedies of the
parties hereunder shall be determined, in accordance with the laws of the
State of New York.
Section 4.3 COUNTERPARTS. This Series 1995-D Supplement may be executed
in two or more counterparts by the parties hereto, and each such counterpart
shall be considered an original and all such counterparts shall constitute
one and the same instrument.
8
Section 4.4 HEADINGS. The headings of sections and paragraphs and the
Table of Contents contained in this Series 1995-D Supplement are provided for
convenience only. They form no part of this Series 1995-D Supplement and shall
not affect its construction or interpretation.
9
IN WITNESS WHEREOF, the parties hereto have executed this Series 1995-D
Supplement as of the date set forth on the first page hereof.
OLYMPIC FINANCIAL LTD.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial officer
OLYMPIC RECEIVABLES FINANCE CORP.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
FINANCIAL SECURITY ASSURANCE INC.
By /s/ Xxxxxx X. XXxxxxxx
-----------------------------------
Name: Xxxxxx X. XXxxxxxx
Title: Authorized Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Corporate Trust Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Collateral Agent
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Corporate Trust Officer
