FIRST AMENDMENT
AND WAIVER
TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "AMENDMENT") is
entered into as of September 18, 1996 among OLYMPIC FINANCIAL LTD., a Minnesota
corporation (the "COMPANY"), the financial institutions signatory hereto
(collectively, the "LENDERS"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as agent for the Lenders (the "AGENT").
W I T N E S S E T H:
WHEREAS, the Company, the Agent and the Lenders are parties to a Credit
Agreement dated as of July 11, 1996 (the "CREDIT AGREEMENT"); and
WHEREAS, the Company has requested that the Credit Agreement be amended in
certain respects and has also requested the waiver of certain provisions of the
Credit Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS.
Terms defined in the Credit Agreement and not otherwise defined herein are
used herein as therein defined.
SECTION 2. AMENDMENTS AND WAIVER TO CREDIT AGREEMENT. On the Effective
Date (defined below):
2.1 AMENDMENTS TO CREDIT AGREEMENT. (i) Section 2.3(a)(A) of the Credit
Agreement shall be amended to read in its entirety as follows:
(A) the amount of the Borrowing, which shall be in an
aggregate amount of $1,000,000 or a higher amount;
(ii) Section 2.4(a)(i) of the Credit Agreement shall be amended to read in
its entirety as follows:
(i) elect, as of any Business Day, in the case of Base Rate
Loans or Resetting Rate Loans, or as of the last
day of the applicable Interest Period, in the case of Offshore Rate Loans,
to convert any such Loans (or any part thereof in an aggregate amount of
$1,000,000 or a higher amount) into Loans of another Type;
2.2 WAIVER TO CREDIT AGREEMENT. Effective the Effective Date, the
Required Lenders waive compliance with the requirements of Section 7.8 of the
Credit Agreement to the extent necessary to permit the Company to redeem for
cash any or all of 701,353 shares of Preferred Stock for a redemption price not
to exceed $26.875 per share, so long as (i) such redemption occurs on or prior
to January 31, 1997 and (ii) the total amount of cash paid by the Company in
such redemption does not exceed $18,848,861.88.
SECTION 3. CONDITIONS PRECEDENT.
The amendments and waiver to the Credit Agreement set forth in SECTION 2 of
this Amendment shall become effective on such date (the "EFFECTIVE DATE") when
the Agent shall have received all of the following, each duly executed and dated
the date hereof, and each in a sufficient number of signed counterparts to
provide one to each Lender:
(a) AMENDMENT. An original of this Amendment, duly executed by
the Company and the Required Lenders.
(b) OTHER. Such other documents as the Agent or any Lender may
reasonably request.
SECTION 4. MISCELLANEOUS.
4.1 WARRANTIES TRUE AND ABSENCE OF DEFAULTS. In order to induce the Agent
and the Lenders to enter into this Amendment, the Company hereby warrants to the
Agent and the Lenders that, as of the date hereof and the Effective Date:
(a) The representations and warranties set forth in Article V of
the Credit Agreement (other than as set forth in the last sentence of
Section 5.5 of the Credit Agreement) and in the Pledge and Security
Agreement are true and correct (except to the extent such
representations and warranties expressly refer to an earlier date, in
which case they shall be true and correct as of such earlier date).
(b) No Event of Default or Unmatured Event of Default exists.
4.2 GOVERNING LAW. This Amendment shall be a contract made under and
governed by the law of the State of New York.
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4.3 COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when so executed and delivered, shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
4.4 REFERENCES TO DOCUMENTS. Except as amended hereby, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. On and after the effectiveness hereof, each reference
in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import, and each reference to the Credit Agreement in any Note or
in any other Loan Document, shall be deemed a reference to the Credit Agreement,
as amended hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
and year first above written.
OLYMPIC FINANCIAL LTD.
By: /s/ [Illegible]
------------------------------------
Title: Executive Vice President/CFO
---------------------------------
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By: /s/ [Illegible]
------------------------------------
Title: Managing Director
---------------------------------
BANK OF AMERICA ILLINOIS, as a
Lender
By: /s/ [Illegible]
------------------------------------
Title: Managing Director
---------------------------------
FIRST BANK NATIONAL ASSOCIATION, as
Co-Manager and as a Lender
By: /s/ Xxxxx X. [Illegible]
------------------------------------
Title: Senior Vice President
---------------------------------
COMERICA BANK
By: /s/ Xxxxx X. [Illegible]
------------------------------------
Title: Assistant Vice President
---------------------------------
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DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK, CAYMAN ISLAND
BRANCH
By: /s/ [Illegible]
---------------------------------
Title: Vice President
------------------------------
By: /s/ [Illegible]
---------------------------------
Title: VP.
------------------------------
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ [Illegible]
---------------------------------
Title: Vice President
------------------------------
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Title: A.V.P.
------------------------------
THE SUMITOMO BANK, LIMITED
By: /s/ Xxxxxxx X. Philippe
---------------------------------
Title: Vice President & Manager
------------------------------
By: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------
Title: Vice President
------------------------------
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