EXECUTION COPY
AMENDMENT NO. 2
Dated as of September 30, 1996
to
RECEIVABLES PURCHASE AGREEMENT AND ASSIGNMENT
Dated as of December 28, 1995
between
OLYMPIC RECEIVABLES FINANCE CORP. II
Purchaser
and
OLYMPIC FINANCIAL LTD.
Seller
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
ARTICLE II
AMENDMENT
SECTION 2.1. Amendment to Section 2.2 of the Receivables Purchase
Agreement. . . . . . . . . . . . . . . . . . 1
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Counterparts. . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3.2. Governing Law; Entire Agreement . . . . . . . . . . . . . 2
SECTION 3.3. Headings. . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3.4. Receivables Purchase Agreement in Full Force and Effect
as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . ▇
-▇-
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ dated as of September 30, 1996 (the "AMENDMENT") to
RECEIVABLES PURCHASE AGREEMENT AND ASSIGNMENT dated as of December 28, 1995 and
amended as of June 12, 1996 (as amended, the "RECEIVABLES PURCHASE AGREEMENT"),
between Olympic Receivables Finance Corp. II, a Delaware corporation, as
Purchaser (the "PURCHASER") and Olympic Financial Ltd., a Minnesota corporation,
as Seller (the "SELLER").
WHEREAS, the Purchaser and the Seller have entered into the Receivables
Purchase Agreement;
WHEREAS, pursuant to Section 6.6(b) of the Receivables Purchase Agreement,
the Purchaser and the Seller desire to amend the Receivables Purchase Agreement
in certain respects as provided below;
WHEREAS, each of the Owner Trustee, the Indenture Trustee, a Certificate
Majority, a Note Majority and JPMD has consented to this Amendment as required
by Section 6.6(b) of the Receivables Purchase Agreement;
WHEREAS, it is the intent of the parties that this Amendment be effective
as of the date set forth above (the "EFFECTIVENESS DATE");
NOW, THEREFORE, the parties to this Amendment hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein or the context otherwise requires, defined
terms used herein shall have the meanings ascribed thereto in the Receivables
Purchase Agreement.
ARTICLE II
AMENDMENT
SECTION 2.1. AMENDMENT TO SECTION 2.2 OF THE RECEIVABLES PURCHASE
AGREEMENT.
(a) Section 2.2(b)(1)(ix) of the Receivables Purchase Agreement is hereby
amended to read in its entirety as follows:
(ix) on any Transfer Date, OFL shall have established, in the name of
the Trustee for the benefit of the Noteholders and the Certificateholders,
an Eligible
Interest Rate Cap Agreement in a notional amount equal to or
greater than the sum of the Note Balance PLUS the Certificate Balance on
such date (after taking into account the transfer of Receivables to the
Trust on such date);
(b) Section 2.2(b)(1) of the Receivables Purchase Agreement is hereby
amended by adding the following subsection (x) immediately following Section
2.2(b)(1)(ix):
(x) OFL shall have paid to the Purchaser for deposit into the Spread
Account an amount at least equal to 1.0% of the aggregate of the Principal
Balances of the Receivables sold to the Purchaser on such Transfer Date;
and
(c) Section 2.2(b)(1) of the Receivables Purchase Agreement is hereby
further amended by renumbering Section 2.2(b)(1)(x) as Section 2.2(b)(1)(xi).
ARTICLE III
MISCELLANEOUS
SECTION 3.1. COUNTERPARTS. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement. This
Amendment shall become effective when the Seller shall have received (a)
counterparts hereof executed on behalf of the Purchaser and the Seller, (b) the
consents of the Owner Trustee, the Indenture Trustee, JPMD, as sole
Certificateholder, and as Administrative Agent for Delaware Funding Corporation,
the sole Noteholder, to the terms of this Amendment and (c) evidence of written
notice to Standard & Poor's and Moody's of this Amendment.
SECTION 3.2. GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK. This Amendment and the Receivables Purchase Agreement (and
all exhibits, annexes and schedules thereto) constitute the entire understanding
among the parties hereto with respect to the subject matter hereof and supersede
any prior agreements, written or oral, with respect thereto.
SECTION 3.3. HEADINGS. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof or thereof.
SECTION 3.4. RECEIVABLES PURCHASE AGREEMENT IN FULL FORCE AND EFFECT AS
AMENDED. Except as specifically stated herein, all of the terms and conditions
of the Receivables Purchase Agreement shall remain in full force and effect.
All references to the Receivables Purchase Agreement in any other document or
instrument shall be deemed to
-2-
mean the Receivables Purchase Agreement, as amended by this Amendment. This
Amendment shall not constitute a novation of the Receivables Purchase
Agreement, but shall constitute an amendment thereto. The parties hereto
agree to be bound by the terms and obligations of the Receivables Purchase
Agreement, as amended by this Amendment, as though the terms and obligations
of the Receivables Purchase Agreement were set forth herein.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their authorized officers, all as of the date
and year first above written.
PURCHASER:
OLYMPIC RECEIVABLES FINANCE CORP. II
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: EVP/CFO
SELLER:
OLYMPIC FINANCIAL LTD.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP/Treasurer
AGREED AND CONSENTED:
OWNER TRUSTEE:
WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee under the Trust
Agreement
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Financial Services Officer
-4-
INDENTURE TRUSTEE:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in
its individual capacity but as Indenture Trustee
By: /s/ illegible
----------------------------------
Name:
Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as sole
Certificateholder, and as Administrative Agent for
Delaware Funding Corporation, as sole Noteholder
By: /s/ illegible
----------------------------------
Name:
Title:
-5-
