EXECUTION COPY
FIRST AMENDMENT
TO THE
REPURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE REPURCHASE AGREEMENT, dated as of August 4,
1997 (this "Amendment"), is by and between ARCADIA RECEIVABLES CONDUIT CORP., a
Delaware corporation (the "Buyer") and ARCADIA RECEIVABLES FINANCE CORP.
(formerly known as Olympic Receivables Finance Corp.) a Delaware corporation
(the "Seller").
WHEREAS, the parties hereto wish to amend the Repurchase Agreement,
dated as of December 3, 1996 (the "Repurchase Agreement"), by and between the
Buyer and the Seller, as provided herein;
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein and in accordance with Section 15 of the Repurchase
Agreement, the parties hereto agree as follows:
SECTION 1. AMENDMENT OF SECTION 2. Section 2 of the Repurchase
Agreement shall be amended by deleting the current definition of "Commitment
Amount" and substituting in its place the following:
"COMMITMENT AMOUNT" means $375,000,000.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The
Seller represents and warrants that as of the effective date of this
Amendment no Event of Default has occurred under the Repurchase Agreement and
no Servicer Termination Event has occurred under the Servicing Agreement and
to the best of the Seller's knowledge there is no set of circumstances
existing that with the passage of time, would constitute such an Event of
Default or Servicer Termination Event.
SECTION 3. EFFECTIVENESS. The amendments provided for by this
Amendment shall become effective upon receipt by the Administrative Agent, in
form and substance satisfactory to the Administrative Agent, of (i) this
Amendment duly executed and delivered by each of the parties hereto and the
Agent and the Security Insurer and (ii) an opinion of counsel to the Seller,
dated the date hereof, addressed to the Administrative Agent and the Security
Insurer, covering such matter as the Administrative Agent may reasonably
request.
SECTION 4. REPURCHASE AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED.
Except as specifically amended hereby, all of the terms and conditions of the
Repurchase Agreement shall remain in full force and effect and, except as
expressly provided
herein, the effectiveness of this Amendment shall not operate as, or
constitute a waiver or modification of, any right, power remedy of any party
to the Repurchase Agreement or the Agent or the Security Insurer. All
references to the Repurchase Agreement in any document or instrument shall be
deemed to mean the Repurchase Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the repurchase Agreement, but
shall constitute an amendment thereof.
SECTION 5. 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 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS.
SECTION 7. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to such terms in the
Repurchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to the Repurchase Agreement to be duly executed by their respective
officers as of the day and year first above written.
ARCADIA RECEIVABLES CONDUIT CORP.
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: EVP CFO
ARCADIA RECEIVABLES FINANCE CORP.
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: EVP CFO
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CONSENTED TO BY:
FINANCIAL SECURITY ASSURANCE INC.
By: /s/ Xxxxxxx X. Xxxxxx XX
------------------------------
Name: Xxxxxxx X. Xxxxxx XX
Title: Managing Director
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxx X. Xxxx
------------------------------
Name: XXXX X. XXXX
Title: as Attorney-in-Fact
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