EXECUTION COPY
FIRST AMENDMENT
AND CONSENT
dated as of December 20, 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 PARTIES SIGNATORY HERETO
as Purchasers,
and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Agent for the Purchasers
THIS FIRST AMENDMENT AND CONSENT dated as of December 20, 1996 (this
"AMENDMENT") Relating to the Certificate Purchase Agreement dated as of December
28, 1995 (as amended and supplemented from time to time, the "CERTIFICATE
PURCHASE AGREEMENT"), 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"), XXXXXX GUARANTY TRUST COMPANY OF NEW YORK (successor to X.X.
XXXXXX DELAWARE) ("MGT"), and Olympic Receivables Finance Corp. II ("ORFC II")
(each of MGT and ORFC II, a "PURCHASER" and together, the "PURCHASERS"), and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as agent for the benefit of the
Purchasers (the "PURCHASERS' AGENT"), is by and among the parties listed above.
Capitalized terms used in this Amendment and not otherwise defined shall have
the meanings assigned to such terms in the Certificate Purchase Agreement.
RECITALS
WHEREAS, pursuant to Section 13.01 of the Certificate Purchase
Agreement, the parties to such Agreement are authorized to amend the Certificate
Purchase Agreement in a written amendment signed by all parties thereto; and
WHEREAS, pursuant to Section 2.04 of the Certificate Purchase
Agreement, the parties may agree in writing to the extension of the Purchase
Commitment Expiration Date; and
WHEREAS, pursuant to the Certificate Purchase Agreement, only
"financial institutions" are permitted to become "Purchasers" thereunder; and
WHEREAS, MGT is currently the sole Purchaser under the Certificate
Purchase Agreement; and
WHEREAS, ORFC II has agreed to become a Purchaser under the
Certificate Purchase Agreement; and
WHEREAS, the parties to the Certificate Purchase Agreement desire to
amend the definition of "Purchaser" therein in order to permit ORFC II to become
a Purchaser; and
WHEREAS, the parties to the Certificate Purchase Agreement desire to
extend the Purchase Commitment Expiration Date by amending the related
definition in the Certificate Purchase Agreement; and
WHEREAS, due to the addition of ORFC II as a Purchaser under the
Certificate Purchase Agreement, the Purchase Commitments and Purchaser
Percentages will be affected as evidenced herein.
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties to this Amendment agree as follows:
SECTION 1. AMENDMENT OF DEFINITION OF PURCHASER. (a) The first
paragraph of the Certificate Purchase Agreement is amended by deleting the words
"each FINANCIAL INSTITUTION which has executed a signature page thereto or an
Assignment of Purchase Commitment in the form of Exhibit A hereto (each a
"PURCHASER" and together, the "PURCHASERS")" and inserting in its place the
phrase "each PURCHASER (as defined below)."
(b) A new definition of "Purchaser" is added to Section 1.01 of the
Certificate Purchase Agreement and reads as follows:
"PURCHASER" means ORFC II or any financial institution which has
executed a signature page to this Agreement or an Assignment of Purchase
Commitment in the form of Exhibit A hereto, or the successors or assigns of
any of the above.
SECTION 2. ADDITIONAL PURCHASER; EVIDENCE OF PURCHASE COMMITMENTS AND
PURCHASE PERCENTAGES. ORFC II hereby agrees to become a Purchaser under the
Certificate Purchase Agreement. Following the addition of ORFC II as a
Purchaser, MGT's Purchase Percentage and Purchase Commitment will be revised.
The Purchasers will evidence their respective Purchase Commitments and Purchase
Percentages by executing signature pages to this Amendment. Such signature
pages shall supersede the signature pages to the Certificate Purchase Agreement,
and from and after the date of this Amendment, all references to the signature
pages of the Certificate Purchase Agreement shall refer to the signature pages
to this Amendment.
SECTION 3. EXTENSION AND AMENDMENT OF PURCHASE COMMITMENT EXPIRATION
DATE. The parties hereto agree to extend the Purchase Commitment Expiration
Date and to amend such definition. The definition of "Purchase Commitment
Expiration Date" in Section 1.01 of the Certificate Purchase Agreement is hereby
amended to read as follows:
"PURCHASE COMMITMENT EXPIRATION DATE" means the earliest of
(i) January 17, 1997, (ii) the date on which an event which causes or might
cause a Certificate Purchase Termination Event occurs, and (iii) the date
on which a Securitized Offering occurs; provided that the Purchase
Commitment Expiration Date may be extended from time to time in accordance
with Section 2.04 hereof.
SECTION 4. CERTIFICATE PURCHASE AGREEMENT IN FULL FORCE AND EFFECT AS
AMENDED AND 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 amended and supplemented by
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this Amendment. This Amendment shall not constitute a novation of the
Certificate Purchase Agreement, but shall constitute an amendment and
supplement thereto. The parties hereto agree to be bound by the terms and
obligations of the Certificate Purchase Agreement, as supplemented by this
Amendment, as though the terms and obligations of the Certificate Purchase
Agreement were set forth herein.
SECTION 5. EFFECTIVENESS. This Amendment shall become effective as
of December 20, 1996 upon receipt by the Purchasers' Agent of (i) counterparts
of this Amendment, duly executed by each of the parties hereto, (ii) notice that
the conditions to effectiveness of the Agreement to Extend Purchase Commitment
Expiration Date Relating to Note Purchase Agreement dated the date hereof have
been satisfied and (iii) confirmation by each of S&P and Xxxxx'x of the then-
current ratings of the Commercial Paper Notes.
SECTION 6. PRIOR UNDERSTANDINGS. This Amendment sets forth the
entire understanding of the parties relating to the subject matter hereof, and
supersedes all prior understandings and agreements, whether written or oral.
SECTION 7. COUNTERPARTS. This Amendment 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 8. GOVERNING LAW. THIS AMENDMENT 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 Amendment 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:/s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Treasurer
OLYMPIC FINANCIAL LTD., as
Servicer and in its
individual capacity
By:/s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as a
Purchaser
By:/s/ Xxxxxxx X. Xxxxx
Purchase -----------------------------------
Commitment: $14,850,000 Name: Xxxxxxx X. Xxxxx
Purchase Percentage: 50% Title: Vice President
OLYMPIC RECEIVABLES FINANCE
CORP. II, as a Purchaser
By:/s/ illegible
Purchase -----------------------------------
Commitment: $14,850,000 Name:
Purchase Percentage: 50% Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK,
as Purchasers' Agent
By:/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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