EXECUTION COPY
INDENTURE SUPPLEMENT
TO
AMENDED AND RESTATED INDENTURE
Arcadia Automobile Receivables Warehouse Trust
INDENTURE SUPPLEMENT dated as of November 4, 1999 (this "Indenture
Supplement"), among Arcadia Automobile Receivables Warehouse Trust, as issuer
(the "Issuer"), Norwest Bank Minnesota, National Association, as trustee and
collateral agent (the "Trustee"), Bank of America, N.A. (formerly known as Bank
of America National Trust and Savings Association), as administrative agent and
RCC agent, and Xxxxxx Guaranty Trust Company of New York, as DFC agent, relating
to AMENDED AND RESTATED INDENTURE dated as of July 21, 1998, as amended as of
July 13, 1999 (the "Indenture"), between the Issuer and the Trustee. Capitalized
terms used in this Indenture Supplement and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture.
RECITALS
WHEREAS, pursuant to Section 902 of the Indenture, the Trustee and the
Agents, with the consent of the Holders, are authorized to enter into indenture
supplements; and
WHEREAS, as of the date hereof, the Issuer, Arcadia Receivables Finance
Corp. (the "Seller"), Arcadia Financial Ltd., the Agents and the Trustee are
entering into Amendment No. 2 to Amended and Restated Sale and Servicing
Agreement (the "Sale Agreement Amendment") which provides, among other
things, for a reduction in the minimum amount of any Note Increase from
$7,000,000 to $5,000,000; and
WHEREAS, the Issuer, the Trustee and the Agents desire to amend Section
401 of the Indenture to conform to the Sale Agreement Amendment; and
WHEREAS, the Seller and Financial Security Assurance Inc. desire to
consent to this Indenture Supplement.
NOW, THEREFORE, THIS INDENTURE SUPPLEMENT WITNESSETH that in consideration
of the premises and agreements contained herein, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS TO SECTION 401. Clause (i) of the last sentence of
the penultimate paragraph of Section 401 of the Indenture is hereby amended by
deleting the dollar amount "$7,000,000" and inserting in lieu thereof the dollar
amount "$5,000,000."
SECTION 2. COUNTERPARTS; EFFECTIVENESS. (a) This Indenture Supplement 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.
(b) This Amendment shall become effective when the Trustee shall have
received (i) counterparts hereof of executed on behalf of the Issuer and the
Trustee, (ii) the consents of the Agents, the Noteholders and the Security
Insurer, to the terms of this Indenture Supplement, (iii) an opinion of counsel
to AFL, dated the date hereof, addressed to the Trustee and the Security
Insurer, to the effect that the execution of this Indenture Supplement is
permitted by the Indenture, (iv) evidence of notice to Standard & Poor's and
Moody's of this Indenture Supplement and (v) confirmation from each of Standard
& Poor's and Moody's that this Indenture Supplement will not result in a capital
charge to the Security Insurer.
SECTION 3. GOVERNING LAW; ENTIRE AGREEMENT. THIS INDENTURE SUPPLEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK. This Indenture Supplement and the Indenture (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 4. HEADINGS. The various headings of this Indenture Supplement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Indenture Supplement or any provisions hereof or thereof.
SECTION 5. INDENTURE IN FULL FORCE AND EFFECT AS SUPPLEMENTED. Except as
specifically stated herein, all of the terms and conditions of the Indenture
shall remain in full force and effect. All reference to the Indenture in any
other document or instrument shall be deemed to mean the Indenture, as
supplemented by this Indenture Supplement. This Indenture Supplement shall not
constitute a novation of the Indenture, but shall constitute a supplement
thereto. The parties hereto agree to be bound by the terms and obligations of
the Indenture, as supplemented by this Indenture Supplement, as though the terms
and obligations of the Indenture were set forth herein.
SECTION 6. LIMITATION OF OWNER TRUSTEE LIABILITY. It is expressly
understood and agreed by the parties hereto that (a) this Indenture
Supplement 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 Indenture Supplement or the other
related documents.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement 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
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
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
[Signature Page to Indenture Supplement to Amended and Restated Indenture]
AGREED AND CONSENTED:
FINANCIAL SECURITY ASSURANCE INC.
By: /s/ Xxxxx Xxx
-----------------------------------------
Name: XXXXX XXX
Title: MANAGING DIRECTOR
ARCADIA RECEIVABLES FINANCE CORP.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
and Chief Financial Officer
[Signature Page to Indenture Supplement to Amended and Restated Indenture]
