AMENDMENT
dated as of January 14, 1997
among
OLYMPIC FINANCIAL LTD.
OLYMPIC RECEIVABLES FINANCE CORP.
FINANCIAL SECURITY ASSURANCE INC.
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Collateral Agent
to
Series 1994-B Supplement dated as of September 23, 1994
Series 1994-A Supplement dated as of April 5, 1994
Series 1993-D Supplement dated as of December 2, 1993
Series 1993-C Supplement dated as of August 17, 1993
Series 1993-B Supplement dated as of June 11, 1993
to
Spread Account Agreement
dated as of March 25, 1993
as amended and restated as of December 3, 1996
Amendment dated as of January 14, 1997 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, as Collateral Agent to the:
(i) the Series 1994-B Supplement dated as of September 23, 1994, as amended
by that certain Amendment dated as of June 15, 1995 (the "June 1995
Amendment") to certain Series Supplements (as hereinafter defined), as
further amended by that certain Amendment dated as of September 21, 1995
(the "September 1995 Amendment") to certain Series Supplements, that
certain Amendment dated as of December 6, 1995 (the "December 1995
Amendment") to certain Series Supplements and that certain Amendment dated
as of September 12, 1996 (the "September 1996 Amendment") to certain Series
Supplements (as amended, the "Series 1994-B Supplement");
(ii) the Series 1994-A Supplement dated as of April 5, 1994 as amended by
the June 1995 Amendment, as further amended by the September 1995
Amendment, the December 1995 Amendment and the September 1996 Amendment (as
amended, the "Series 1994-A Supplement");
(iii) the Series 1993-D Supplement dated as of December 2, 1993, as amended
by the June 1995 Amendment, as further amended by the September 1995
Amendment, the December 1995 Amendment and the September 1996 Amendment (as
amended, the "Series 1993-D Supplement");
(iv) the Series 1993-C Supplement dated as of August 17, 1993, as amended
by the June 1995 Amendment, as further amended by the September 1995
Amendment, the December 1995 Amendment and the September 1996 Amendment (as
amended, the "Series 1993-C Supplement")
(v) the Series 1993-B Supplement dated as of June 11, 1993, as amended by
the June 1995 Amendment, as further amended by the September 1995
Amendment, the December 1995 Amendment and the September 1996 Amendment (as
amended, the "Series 1993-B Supplement") (each of the supplements referred
to in (i) through (v) herein, a "Series Supplement," and collectively, the
"Series Supplements")
to the Spread Account Agreement, dated as of March 25, 1993, as amended and
restated as of December 3, 1996 among OFL, the Seller, Financial Security and
Norwest Bank Minnesota National Association as Trustee and as Collateral Agent
(the "Spread Account Agreement").
WHEREAS, Section 8.03 of the Spread Account Agreement permits amendment of
the Spread Account Agreement upon the terms and conditions specified therein.
WHEREAS, the parties to the Spread Account Agreement (the "Parties") have
heretofore executed the Series Supplements;
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WHEREAS, the Parties wish to amend the Series Supplements.
NOW, THEREFORE, the Parties agree that the Series Supplements are hereby
amended effective as of the date hereof as follows:
Section 1. DEFINITIONS. Each term used but not defined herein shall have
the meaning assigned to such term in the Spread Account Agreement or in the
relevant Series Supplement thereto, and when used herein with respect to a
particular Series shall have the meaning assigned to such term of such Series.
Section 2. AMENDMENT OF CERTAIN TERMS OF THE SERIES SUPPLEMENTS. Section
1.1 of each of the Series Supplements is amended as follows:
Paragraph (ii) of the definition of "Trigger Event" is amended by
deleting the percentage specified therein and replacing such percentage in
each instance with the percentage corresponding to the applicable Series
Supplement specified under Column I of Exhibit A hereto.
Section 3. COUNTERPARTS.
This Amendment to the Series Supplements 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
Series Supplements.
Section 4. RATIFICATION OF SPREAD ACCOUNT AGREEMENT.
Except as provided herein, all provisions, terms and conditions of the
Spread Account Agreement, including each Series Supplement, shall remain in
full force and effect. As amended hereby, the Spread Account Agreement,
including each Series Supplement, is ratified and confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth on the first page hereof.
OLYMPIC FINANCIAL LTD.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
Executive Vice President
and Chief Financial Officer
OLYMPIC RECEIVABLES FINANCE CORP.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
Vice President and Chief Financial Officer
FINANCIAL SECURITY ASSURANCE INC.
By /s/ Xxxxxxx X. Bannerfeld M.D.
------------------------------
Authorized Officer
Xxxxxxx X. Bannerfeld M.D.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Collateral Agent
By /s/ Xxxxxx X. Xxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxx
Corporate Trust Officer
EXHIBIT A
Series Designation Column I
------------------ ---------
1993-B 5%
1993-C 5%
1993-D 5%
1994-A 5%
1994-B 5%