Execution Copy
FIRST AMENDMENT
TO THE
SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERVICING AGREEMENT dated as of August 4,
1997 (this "Amendment"), among ARCADIA RECEIVABLES CONDUIT CORP. (the "Issuer"),
ARCADIA RECEIVABLES FINANCE CORP. (formerly known as Olympic Receivables Finance
Corp.), as Seller (the "Seller"), ARCADIA FINANCIAL LTD. (formerly known as
Olympic Financial Ltd.), in its individual capacity and as Servicer (in its
individual capacity, "AFL"; in its capacity as Servicer, the "Servicer"), and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, in its capacity as Agent (in such capacity as administrator for
Receivables Capital Corporation and as agent for certain liquidity purchasers,
the "Agent").
WHEREAS, the parties hereto wish to amend the Servicing Agreement,
dated as of December 3, 1996 (the "Servicing Agreement"), among the Issuer, the
Agent, the Seller, AFL, the Servicer and the Backup Servicer as provided herein;
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. AMENDMENT OF SECTION 1.1. Section 1.1 of the Servicing
Agreement shall be amended by deleting the current definition of "Basic
Servicing Fee Rate" and substituting in its place the following:
BASIC SERVICING FEE RATE: 1.30% per annum, payable monthly at
one-twelfth of the annual rate.
SECTION 2. AMENDMENT TO SECTION 2.10(b). Section 2.10(b) of the
Servicing Agreement is hereby deleted in its entirety and amended to read as
follows:
(b) The Servicer shall deliver to the Issuer, the Agent, the
Indenture Trustee, the Backup Servicer, the Security Insurer, the Collateral
Agent and each Rating Agency, promptly after having obtained knowledge thereof,
but in no event later than two Business Days thereafter, written notice in an
officer's certificate of any event which with the giving of notice or lapse of
time, or both, would become a Servicer Termination Event under Section 5.1(a).
The Seller or the Servicer shall deliver to the Issuer, the Agent, the Indenture
Trustee, the Backup Servicer, the Security Insurer, the Collateral Agent, each
Rating Agency and the Servicer or the Seller (as applicable) promptly after
having obtained knowledge thereof, but in no event later than two Business Days
thereafter, written notice in an officer's certificate of any event which with
the giving of notice or lapse of time, or both, would become a Servicer
Termination Event under any other clause of Section 5.1.
SECTION 3. AMENDMENT TO SECTION 3.1. Section 3.1 of the Servicing
Agreement shall be amended by adding the following Section 3.1(h) to the end of
Section 3.1:
(h) The Seller may at any time deposit into the Collection Account
the positive difference, if any, between the Spread Account Minimum Amount (as
defined in the Insurance Agreement) and the amount on deposit in the Warehousing
Series Spread Account. The Seller shall provide the Rating Agencies prior
written notice of any loans it shall receive from AFL in order to make a deposit
in respect of any such deficiency in the Warehousing Series Spread Account. Any
such amount deposited in the Collection Account pursuant to this Section 3.1(h)
shall not be deemed to be amounts on deposit in the Collection Account for any
other purposes of this Agreement, the Indenture or the Repurchase Agreement
other than for purpose of Section 3.10(c).
SECTION 4. AMENDMENT TO SECTION 3.10. Section 3.10 of the Servicing
Agreement shall be amended by adding the following Section 3.10(c) to the end of
Section 3.10:
(c) On the date of any deposit into the Collection Account made
pursuant to Section 3.1(h), the Servicer shall instruct the Indenture Trustee to
withdraw from the Collection Account and deposit to the Spread Account the
amount deposited into the Collection Account pursuant to Section 3.1(h), and
upon such instruction the Indenture Trustee shall withdraw such amount from the
Collection Account and initiate a wire transfer in such account to the Spread
Account.
SECTION 5. REPRESENTATIONS AND WARRANTIES. Each of the Issuer, the
Seller, AFL and the Servicer represents and warrants that as of the effective
date of this Amendment no Event of Default has occurred under the Repurchase
Agreement or the Insurance Agreement and no Servicer Termination Event has
occurred under the Servicing Agreement, and to the best of each of the Issuer,
the Seller, AFL and the Servicer'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 6. 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
Backup Servicer, the Indenture Trustee, the Collateral Agent, the Security
Insurer and the Note Majority, (ii) an opinion of counsel to Arcadia, dated the
date hereof, addressed to the Agent and the Security
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Insurer, covering such matters as the Agent may reasonably request and (iii) the
amendments to the Repurchase Agreement and the Insurance Agreement duly executed
and delivered by each of the parties thereto.
SECTION 7. SERVICING AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED.
Except as specifically amended hereby, all of the terms and conditions of the
Servicing 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 or remedy of any
party to the Servicing Agreement. All references to the Servicing Agreement in
any other document or instrument shall be deemed to mean the Servicing Agreement
as amended by this Amendment. This Amendment shall not constitute a novation of
the Servicing Agreement, but shall constitute an amendment thereof.
SECTION 8. 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 9. 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 10. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to such terms in the Servicing
Agreement.
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IN WITNESS WHEREOF, the Issuer, the Agent, the Seller, AFL and the
Servicer have caused this First Amendment to Servicing Agreement to be duly
executed by their respective officers as of the day and year first above
written.
ISSUER:
ARCADIA RECEIVABLES CONDUIT CORP.
By /s/ Xxxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxxxxx
Title: EVP CFO
SELLER:
ARCADIA RECEIVABLES FINANCE CORP.
By /s/ Xxxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxxxxx
Title: EVP CFO
ARCADIA FINANCIAL LTD.,
in its individual capacity and as
Servicer
By /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
Title: VP Treasurer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: as Attorney-in-Fact
Acknowledged and Accepted:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
not in its individual capacity but as
Indenture Trustee, Backup Servicer and
Collateral Agent,
By /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Trust Officer
FINANCIAL SECURITY ASSURANCE INC.
By: /s/ Xxxxxxx X. Xxxxxx XX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx XX
Title: Managing Director
RECEIVABLES CAPITAL CORPORATION
as sole Noteholder
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
