EXECUTION COPY
AMENDMENT
dated as of June 1, 1999
to
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
AMENDMENT dated as of June 1, 1999 ("Amendment") to the
Insurance and Indemnity Agreements listed on Schedule IV hereto (collectively,
the "Insurance Agreements") among Financial Security Assurance Inc. ("Financial
Security"), 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, 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 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.
Paragraph (k) of Section 5.01 of each of 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 percentage specified therein and replacing such
percentage in each instance with the percentage corresponding to the applicable
Series specified in Schedule III attached hereto.
Section 2. AMENDMENT TO THE SERIES 1995-B INSURANCE AND
INDEMNITY AGREEMENT. Paragraph (m) of Section 5.01 of the Series 1995-B
Insurance and Indemnity Agreement is hereby amended by deleting the percentage
specified therein and replacing such percentage with the percentage
corresponding to Series 1995-B specified in Schedule III attached hereto.
Section 3. 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 4. 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 5. AUTHORIZATION. By its execution hereof, Financial
Security Assurance Inc. hereby instructs the Owner Trustee of each of 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 and
Olympic Automobile Receivables Trust, 1995-A, each in accordance with the
respective Trust Agreements, to execute this Amendment.
Section 6. ENTIRE AGREEMENT. This Amendment sets forth the
entire agreement between the Respective Parties with respect to the subject
matter hereof, and this Amendment supersedes and replaces any agreement or
understanding that may have existed between the Respective Parties prior to
the date hereof in respect of such subject matter, including without
limitation, the agreements contained in that certain Letter Agreement dated
December 10, 1997 between Financial Security and AFL.
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 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,
and
Series 1995-A 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 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,
and
Series 1995-A Insurance and Indemnity Agreement,
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
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 1996-A Insurance and Indemnity Agreement:
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
AVERAGE DELINQUENCY RATES
-------------- ------------ ------------ ----------- ------------ ------------
Series Series Series Series Series Series
1996-A 1995-E 1995-D 1995-C 1995-B 1995-A
-------------- ------------ ------------ ----------- ------------ ------------
9.00% 9.00% 9.00% 9.00% 9.00% 9.00%
-------------- ------------ ------------ ----------- ------------ ------------
III-1
SCHEDULE IV
(1) 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 that certain Amendment dated as of September 12,
1996 (the "September 1996 Amendment") to certain of the Insurance and
Indemnity Agreements, the December 1997 Amendment and 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 1996-A Insurance and Indemnity Agreement");
(2) 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");
(3) 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");
(4) 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");
(5) 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");
and
(6) 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").
IV-1
