OLYMPIC FINANCIAL LTD.
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$145,000,000
13% SENIOR NOTES due 2000
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SECOND SUPPLEMENTAL INDENTURE
Dated as of March 11, 1997
TO
INDENTURE
Dated as of April 28, 1995
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NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Trustee
SECOND SUPPLEMENTAL INDENTURE, dated as of March 11, 1997, between OLYMPIC
FINANCIAL LTD., a Minnesota corporation (the "Company"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Trustee (the "Trustee").
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered to the Trustee a certain
Indenture, dated as of April 28, 1995, as supplemented and amended by that
certain First Supplemental Indenture, dated as of August 11, 1995 (such
Indenture as so supplemented and amended, the "Indenture"), pursuant to which
the Company issued $145,000,000 aggregate principal amount of its 13% Senior
Notes due 2000 (the "Securities"). All terms used in this Second Supplemental
Indenture that are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
Sections 2.09 and 9.02 of the Indenture provide that, subject to certain
exceptions, the Indenture may be amended or supplemented with the consent of at
least a majority in principal amount of the Securities then outstanding, other
than Securities owned by the Company or any Affiliate of the Company (including
consents obtained in connection with a tender offer or exchange offer for
Securities).
The Board of Directors of the Company, by Written Action effective as of
January 17, 1997, authorized (i)the solicitation, in connection with a tender
offer to purchase all the Securities for cash, of consents to certain proposed
amendments to the Indenture for the purpose of eliminating certain of the
covenants contained in the Indenture and (ii)the execution and delivery of this
Second Supplemental Indenture upon receipt of the necessary consents.
The Company has received the necessary consents and desires and has
requested that the Trustee join with it in the execution and delivery of this
Second Supplemental Indenture.
In accordance with Sections 9.02 and 9.06 of the Indenture, the Company has
furnished the Trustee with (i)copies of the Written Action of the Board of
Directors of the Company authorizing the execution of this Second Supplemental
Indenture, certified by the Secretary of the Company, and (ii)an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that this Second
Supplemental Indenture is authorized or permitted by the Indenture, that it is
not inconsistent therewith and that it will be valid and binding upon the
Company in accordance with its terms.
All things have been done that are necessary to make this Second
Supplemental Indenture a valid agreement of the Company and the Trustee and a
valid amendment of and supplement to the Indenture.
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NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, the Company and the Trustee agree
for the equal and proportionate benefit of all Holders of Securities or of any
coupons appertaining thereto (including holders from time to time of Securities
held through a Holder that is a Depositary (as defined in the Indenture)), as
follows:
ARTICLE ONE
SECTION 1.01. Section 4.05 of the Indenture is hereby eliminated in its
entirety.
SECTION 1.02. Section 4.07 of the Indenture is hereby eliminated in its
entirety.
SECTION 1.03. Section 4.08 of the Indenture is hereby eliminated in its
entirety.
SECTION 1.04. Section 4.09 of the Indenture is hereby eliminated in its
entirety.
SECTION 1.05. Section 4.11 of the Indenture is hereby eliminated in its
entirety.
SECTION 1.06. Section 4.12 of the Indenture is hereby eliminated in its
entirety.
SECTION 1.07. Section 4.16 of the Indenture is hereby eliminated in its
entirety.
SECTION 1.08. Section 4.17 of the Indenture is hereby eliminated in its
entirety.
SECTION 1.09.
(a) This Second Supplemental Indenture shall only become operative
upon the delivery by the Company to the Trustee of an Officer's Certificate
certifying that the Company has accepted all Securities validly tendered and not
withdrawn in the Tender Offer (as such term is defined in the Company's Offer to
Purchase For Cash and Consent Solicitation dated January 21, 1997, as amended by
that Amended Offer to Purchase For Cash and Consent Solicitation dated February
20, 1997 (as so amended, the "Offer to Purchase")).
(b) In the event that the Company shall not have delivered such an
Officer's Certificate on or before March 12, 1997, or in the event that on or
before such date the Company shall have delivered an Officer's Certificate
stating that the Company will not accept the Securities validly tendered and not
withdrawn in the Tender Offer, this Second Supplemental Indenture shall be null
and void, nunc pro tunc.
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(c) In its determination as to whether this Second Supplemental
Indenture has become operative, the Trustee shall be entitled to rely on an
Officer's Certificate delivered pursuant to (a) or (b) above, or the failure to
deliver such an Officer's Certificate described in (b) above.
ARTICLE TWO
SECTION 2.01. For all purposes of this Second Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires: (i)the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the Indenture; and (ii)the words
"herein," "hereof," "hereby" and other words of similar import used in this
Second Supplemental Indenture refer to this Second Supplemental Indenture and
not to any particular section hereof.
SECTION 2.02. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect.
SECTION 2.03. This Second Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated shall be bound hereby.
SECTION 2.04. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.
SECTION 2.05. The Trustee makes no representation as to the validity or
sufficiency of this Second Supplemental Indenture.
SECTION 2.06. The Recitals contained herein shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness.
SECTION 2.07. This Second Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
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OLYMPIC FINANCIAL LTD.
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Executive Vice President and Chief
Financial Officer
Attest:
/s/ Xxxxx X. Xxxxxxxx III
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Xxxxx X. Xxxxxxxx III
Senior Vice President, Corporate
Counsel and Secretary
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Corporate Trust Officer
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