EXECUTION COPY
SECOND AMENDMENT
TO THE
REPURCHASE AGREEMENT
THIS SECOND AMENDMENT TO THE REPURCHASE AGREEMENT, dated as of November 14,
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, and amended by the First Amendment dated as of
August 4, 1997 (as amended and in effect from time to time, 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.
a. Section 2 of the Repurchase Agreement shall be amended by adding in
alphabetical order the new definition of "Arcadia" as follows:
"ARCADIA" means Arcadia Financial Ltd., a Minnesota corporation.
b. 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 $400,000,000.
c. Section 2 of the Repurchase Agreement shall be amended by deleting the
current definition of "Insurer Notice Date" and substituting in its place the
following:
"INSURER NOTICE DATE" means the earlier of (i) the date specified in the written
notice delivered by the Security Insurer pursuant to SECTION 3(g) hereof and
(ii) the occurrence of an Amortization Event.
d. Section 2 of the Repurchase Agreement shall be amended by replacing
clause (iii) of the definition of "Repurchase Date" with the following:
1
(iii) any date determined with respect to such Purchased Receivable by
the application of the provisions of SECTION 8 OR 10 hereof, and
SECTION 2. NEW SECTION 3(g). A new Section 3(g) is added to the
Repurchase Agreement as follows:
(g) Notwithstanding anything in any Related Document to the contrary,
the Security Insurer shall have the right in its absolute discretion to deliver
a notice to the Seller, Insurer, the Buyer, the Agent, the Indenture Trustee and
the Collateral Agent specifying a date such that any Note Increase (as such term
is defined in the Indenture) effected on or after the date so specified will not
have the benefit of the Note Policy.
SECTION 3. NEW SECTION 24. A new section 24 is added to the
Repurchase Agreement as follows:
24. INTERPRETATION.
From and after the Effective Date, (a) all references to "Notes"
herein shall mean the Floating Rate Variable Funding Automobile
Receivables-Backed Note (the "Note"), as defined in the Servicing Agreement,
dated as of December 3, 1996, and amended as of August 4, 1997, and as further
amended as of the Effective Date (as amended and in effect from time to time,
the "Servicing Agreement"), among the Buyer, Seller, Arcadia, and Bank of
America National Trust and Savings Association, and all provisions herein
containing the term "Notes" or otherwise referring to the term "Notes" shall be
interpreted to mean such Note referred to above, (b) all references to Olympic
herein shall refer to Arcadia Financial Ltd. ("Arcadia") and (c) all provisions
of this Agreement shall be interpreted consistently with (a) and (b) above.
SECTION 4. 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 5. EFFECTIVENESS. The amendments provided for by this
Amendment shall become effective as of the Effective Date (as that term is
defined in the Servicing Agreement), 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 Agent, the Security Insurer and the
Noteholder, covering such matters as the Agent may reasonably request.
SECTION 6. 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
2
effectiveness of this Amendment shall not operate as, or constitute a waiver or
modification of, any right, power or remedy of any party to the Repurchase
Agreement or the Agent or the Security Insurer. All references to the
Repurchase Agreement in any other 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 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 CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS.
SECTION 9. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to such terms in the
Repurchase Agreement.
3
IN WITNESS WHEREOF, the parties hereto have caused this Second
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.,
as Buyer
By:
--------------------------------
Name:
Title:
ARCADIA RECEIVABLES FINANCE CORP.,
as Seller
By:
--------------------------------
Name:
Title:
CONSENTED TO BY:
FINANCIAL SECURITY ASSURANCE INC.,
as Security Insurer
By:
----------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By:
----------------------------
Name:
Title:
4
