EXECUTION COPY
AGREEMENT TO INCREASE PURCHASE COMMITMENT AND CONSENT
dated as of June 12, 1996
Relating to
NOTE PURCHASE AGREEMENT
among
OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
as Seller,
OLYMPIC FINANCIAL LTD.
as Servicer and in its individual capacity,
DELAWARE FUNDING CORPORATION
as Purchaser,
and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent for the benefit of the DFC Owners,
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
and in its individual capacity ("OFL"), DELAWARE FUNDING CORPORATION (with its
respective successors and assigns, the "PURCHASER"), and XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK (successor to X.X. Xxxxxx Delaware), as Administrative
Agent, for the benefit of the DFC Owners (the "ADMINISTRATIVE AGENT"), and
relates to the Note Purchase Agreement dated as of December 28, 1995 (as amended
from time to time, the "NOTE PURCHASE AGREEMENT"), by and among the parties
listed above. Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings assigned to such terms in the Note Purchase
Agreement.
RECITALS
WHEREAS, pursuant to Section 2.05(b) of the Note Purchase Agreement,
the Seller may request in writing an increase in the Purchase Commitment and
such increase will become effective if the Purchaser and the Administrative
Agent agree thereto; and
WHEREAS, pursuant to Section 8.06 of the Note Purchase Agreement, the
Seller agreed not to make any material amendment to the Trust Agreement, the
Sale and Servicing Agreement or the Indenture without prior written consent of
the Purchaser; and
WHEREAS, pursuant to Section 9.06 of the Note 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, the Purchaser and the Administrative Agent desire to agree to
the Seller's request for an increase in the Purchase Commitment, and to amend
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 COMMITMENT. The Purchaser and the
Administrative Agent agree to the increase of the Purchase Commitment from
$200,000,000 to $300,000,000.
SECTION 2. CONSENT TO AMENDMENT TO TRUST DOCUMENTS. The Purchaser
hereby consents, pursuant to Sections 8.06 and 9.06 of the Note 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 to this Amendment as Exhibit A.
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SECTION 3. NOTE PURCHASE AGREEMENT IN FULL FORCE AND EFFECT AS
SUPPLEMENTED. Except as specifically stated herein, all of the terms and
conditions of the Note Purchase Agreement shall remain in full force and effect.
All references to the Note Purchase Agreement in any other document or
instrument shall be deemed to mean the Note Purchase Agreement, as supplemented
by this Agreement. This Agreement shall not constitute a novation of the Note
Purchase Agreement, but shall constitute a supplement thereto. The parties
hereto agree to be bound by the terms and obligations of the Note Purchase
Agreement, as supplemented by this Agreement, as though the terms and
obligations of the Note Purchase Agreement were set forth herein.
SECTION 4. EFFECTIVENESS. This Agreement shall become effective as
of June 12, 1996, upon receipt by the Administrative Agent of (a) executed
counterparts of this Agreement; (b) an executed copy of the First Amendment to
DFC Asset Purchase Agreement, dated as of the date hereof, evidencing the
increase in the commitment amounts of the DFC Purchasers; (c) an executed copy
of the Agreement to Increase Aggregate Purchase Commitments and Consent, dated
the date hereof, relating to the Certificate Purchase Agreement among the
Seller, OFL, the financial institution party thereto and Xxxxxx Guaranty Trust
Company of New York; and (d) confirmation by each of S&P and Xxxxx'x of the
then-current ratings of the Commercial Paper Notes.
SECTION 4. 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 5. 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.
By:___________________________
Name:
Title: Treasurer
DELAWARE FUNDING CORPORATION,
as Purchaser
By: Xxxxxx Guaranty Trust
Company of New York,
as attorney-in-fact for
Delaware Funding Corporation
By:___________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK,
as Administrative Agent
By:___________________________
Name:
Title:
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