EXECUTION COPY
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AGREEMENT TO
INCREASE AGGREGATE PURCHASE COMMITMENTS AND CONSENT
dated as of June 12, 1996
Relating to
CERTIFICATE PURCHASE AGREEMENT
among
OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
as Seller,
OLYMPIC FINANCIAL LTD.
as Servicer and in its individual capacity,
THE FINANCIAL INSTITUTIONS SIGNATORY HERETO
as Purchasers,
and
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,
as Agent for the Purchasers
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THIS AGREEMENT dated as of June 12, 1996 (this "AGREEMENT") is by
and among OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST, a Delaware business
trust (the "SELLER"), OLYMPIC FINANCIAL LTD., a Minnesota corporation, as
Servicer (as defined below) and in its individual capacity ("OFL"), ▇▇▇▇▇▇
GUARANTY TRUST COMPANY OF NEW YORK (successor to ▇.▇. ▇▇▇▇▇▇ Delaware), as a
purchaser (a "PURCHASER" or "▇▇▇▇▇▇"), and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK (successor to ▇.▇. ▇▇▇▇▇▇ Delaware), as agent for the benefit of the
Purchasers from time to time (the "PURCHASERS' AGENT"), and relates to the
Certificate Purchase Agreement dated as of December 28, 1995 (as amended from
time to time, the "CERTIFICATE PURCHASE AGREEMENT"), by and among the Seller,
OFL, ▇▇▇▇▇▇, as the sole Purchaser and the Purchasers' Agent. Capitalized
terms used in this Agreement and not otherwise defined shall have the
meanings assigned to such terms in the Certificate Purchase Agreement.
RECITALS
WHEREAS, pursuant to Section 2.05(b) of the Certificate Purchase
Agreement, the Seller may request in writing an increase in the aggregate of
the Purchase Commitments and such increase will become effective if the
Purchasers and the Purchasers' Agent agree thereto or if an additional
Purchaser agrees to accept all or a portion of the increase in the aggregate
Purchase Commitments; and
WHEREAS, pursuant to Section 8.05 of the Certificate Purchase
Agreement, the Seller agreed not to make any material amendment to the Trust
Agreement, the Sale and Servicing Agreement or the Indenture without the
prior written consent of the Purchasers; and
WHEREAS, pursuant to Section 9.05 of the Certificate Purchase
Agreement, OFL agreed not to make any material amendment to the Sale and
Servicing Agreement without the prior written consent of the Purchasers; and
WHEREAS, ▇▇▇▇▇▇ is currently the sole Purchaser under the
Certificate Purchase Agreement; and
WHEREAS, ▇▇▇▇▇▇ and the Purchasers' Agent desire to agree to the
Seller's request for an increase in the aggregate Purchase Commitments and to
consent to the amendment of the Trust Agreement, the Sale and Servicing
Agreement and the Indenture.
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties to this Agreement agree as follows:
SECTION 1. INCREASE IN PURCHASE COMMITMENTS. ▇▇▇▇▇▇ and the
Purchasers' Agent agree to the increase of the aggregate of the Purchase
Commitments from $19,800,000 to $29,700,000. Following such increase,
▇▇▇▇▇▇'▇ Purchase Percentage will remain at 100% and its Purchase Commitment
will be increased. ▇▇▇▇▇▇
will evidence its increased Purchase Commitment by executing a
signature page to this Agreement. Such signature page shall supersede the
signature pages to the Certificate Purchase Agreement, and from and after the
date of this Agreement, all references to the signature pages of the
Certificate Purchase Agreement shall refer to the signature pages to this
Agreement.
SECTION 2. CONSENT TO AMENDMENT TO TRUST DOCUMENTS. The Purchaser
hereby consents, pursuant to Section 8.05 and 8.06 of the Certificate
Purchase Agreement, to the Amendment to Trust Agreement, Amendment to Sale
and Servicing Agreement and Supplemental Indenture of even date herewith,
substantially in the forms attached hereto as Exhibit A.
SECTION 3. CERTIFICATE PURCHASE AGREEMENT IN FULL FORCE AND EFFECT
AS SUPPLEMENTED. Except as specifically stated herein, all of the terms and
conditions of the Certificate Purchase Agreement shall remain in full force
and effect. All references to the Certificate Purchase Agreement in any
other document or instrument shall be deemed to mean the Certificate Purchase
Agreement, as supplemented by this Agreement. This Agreement shall not
constitute a novation of the Certificate Purchase Agreement, but shall
constitute a supplement thereto. The parties hereto agree to be bound by the
terms and obligations of the Certificate Purchase Agreement, as supplemented
by this Agreement, as though the terms and obligations of the Certificate
Purchase Agreement were set forth herein.
SECTION 4. EFFECTIVENESS. This Agreement shall become effective
as of June 12, 1996.
SECTION 5. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but
all such counterparts taken together shall constitute one and the same
instrument.
SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
OLYMPIC AUTOMOBILE RECEIVABLES
WAREHOUSE TRUST
as Seller
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee
By:___________________________
Name:
Title:
OLYMPIC FINANCIAL LTD., as
Servicer and in its
individual capacity
By:___________________________
Name:
Title: Treasurer
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Purchaser
Purchase By:___________________________
Commitment: $29,700,000 Name:
Purchase Percentage: 100% Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Purchasers'
Agent
By:___________________________
Name:
Title:
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