AMENDMENT
NINTH AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT, dated as of
March 31, 1995, by and among Olympic Financial Ltd., a Minnesota corporation
(the "Company"), and each of the investors named on the Investor Schedule
attached hereto (the "Investors").
WITNESSETH:
WHEREAS, the Company and the Investors are party to that certain
Securities Purchase Agreement dated as of May 29, 1992, as amended by First
Amendment dated as of August 11, 1992, Second Amendment dated as of October 19,
1992, Third Amendment dated as of September 14, 1993, Fourth Amendment dated as
of November 22, 1993, Fifth Amendment dated as of August 29, 1994, Sixth
Amendment dated as of September 9, 1994, Amendment dated December 28, 1994 and
Eighth Amendment dated as of March 6, 1995 (as so amended, the "Securities
Purchase Agreement");
WHEREAS, the Company intends to adopt and amend certain stock option
plans at its annual meeting to be held in May 1995 and has requested that the
Investors agree to amend certain provisions of the Securities Purchase Agreement
that will be affected by the adoption or the amendment of such plans and the
issuance of shares of the Company's Common Stock pursuant to such plans; and
WHEREAS, the Investors are willing to agree to such requested
amendment on the terms set forth herein.
NOW THEREFORE, in consideration of the covenants and agreements made
herein, the parties hereto hereby agree to amend the Securities Purchase
Agreement as follows:
1. AMENDMENT TO SECTION 11G OF THE SECURITIES PURCHASE AGREEMENT.
SECTION 1.1. DELETION OF SECTION 11G. Section 11G of the
Securities Purchase Agreement is deleted in its entirety.
2. MISCELLANEOUS.
SECTION 2.1. SECURITIES PURCHASE AGREEMENT AMENDED. This
Amendment shall be deemed to be an amendment to the Securities Purchase
Agreement, and the Securities Purchase Agreement, as amended hereby, is
hereby ratified, approved and confirmed in all respects. This Agreement shall
be limited to the matters expressly set forth herein and shall not be deemed
to amend or modify
any other term or condition of the Securities Purchase Agreement or any other
document incident thereto or to waive any right of any party thereunder. All
references to the Securities Purchase Agreement in any other document,
instrument, agreement or writing hereafter shall be deemed to refer to the
Securities Purchase Agreement as amended hereby.
SECTION 2.2. EFFECTIVENESS. This Amendment shall become effective
when it has been executed and delivered by the Company, the holders of all
outstanding Notes and the holders of all outstanding Warrants.
SECTION 2.3. SUCCESSORS AND ASSIGNS ON TRANSFERABILITY. This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
SECTION 2.4. GOVERNING LAW. This Amendment and the rights and
duties of the parties under this Amendment shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York, without
regard to principles of conflicts of law.
SECTION 2.5. COUNTERPARTS. This Amendment may be executed in two
or more counterparts, each of which shall be deemed an original, and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date and year first above written.
OLYMPIC FINANCIAL LTD.
By /s/ Xxxxxxx X. Xxxx
---------------------------------
Xxxxxxx X. Xxxx
Chairman, Chief Executive Officer and
President
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DECLARATION OF TRUST FOR DEFINED
BENEFIT PLANS OF ICI AMERICAN
HOLDINGS INC.
By: Pecks Management Partners, Ltd.,
its Investment Advisor
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
Managing Director
DECLARATION OF TRUST FOR DEFINED
BENEFIT PLANS OF ZENECA HOLDINGS
INC.
By: Pecks Management Partners Ltd.,
its Investment Advisor
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
Managing Director
DELAWARE STATE EMPLOYEES'
RETIREMENT FUND
By: Pecks Management Partners Ltd.,
its Investment Advisor
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
Managing Director
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BCI GROWTH, L.P.
By: Teaneck Associates
its General Partner
By /s/ J. Xxxxxx Xxxxxxx
-------------------------------
J. Xxxxxx Xxxxxxx
General Partner
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln National Investment
Management Company, as its
attorney-in-fact
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
Second Vice President
SECURITY-CONNECTICUT LIFE
INSURANCE COMPANY
By: Lincoln National Investment
Management Company, as its
attorney-in-fact
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
Second Vice President
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INVESTOR SCHEDULE
1. Declaration of Trust for Defined Benefit Plans of ICI American
Holdings Inc.
2. Declaration of Trust for Defined Benefit Plans of ZENECA Holdings Inc.
3. Delaware State Employees' Retirement Fund
4. BCI Growth, L.P.
5. The Lincoln National Life Insurance Company
6. Security-Connecticut Life Insurance Company
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