AMENDMENT
dated as of September 12, 1996
among
OLYMPIC FINANCIAL LTD.
OLYMPIC RECEIVABLES FINANCE CORP.
FINANCIAL SECURITY ASSURANCE INC.
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Collateral Agent
to
Series 1996-B Supplement dated as of June 14, 1996
Series 1996-A Supplement dated as of March 14, 1996
Series 1995-E Supplement dated as of December 6, 1995
Series 1995-D Supplement dated as of September 21, 1995
Series 1995-C Supplement dated as of June 15, 1995
Series 1995-B Supplement dated as of March 15, 1995
Series 1995-A Supplement dated as of February 9, 1995
Series 1994-B Supplement dated as of September 23, 1994
Series 1994-A Supplement dated as of April 5, 1994
Series 1993-D Supplement dated as of December 2, 1993
Series 1993-C Supplement dated as of August 17, 1993
Series 1993-B Supplement dated as of June 11, 1993
to
Spread Account Agreement
dated as of March 25, 1993
as amended and restated as of September 12, 1996
Amendment dated as of September 12, 1996, among OLYMPIC FINANCIAL LTD., a
Minnesota corporation ("OFL"), OLYMPIC RECEIVABLES FINANCE CORP., a Delaware
corporation (the "Seller"), FINANCIAL SECURITY ASSURANCE INC., a New York stock
insurance company ("Financial Security") and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Collateral Agent to the:
(i) Series 1996-B Supplement dated as of June 14, 1996 (the "Series 1996-B
Supplement");
(ii) Series 1996-A Supplement dated as of March 14, 1996, as amended by
that certain Amendment dated as of May 31, 1996 (the "May 1996 Amendment")
to certain of the Series Supplements (as hereinafter defined) (as amended,
the "Series 1996-A Supplement");
(iii) Series 1995-E Supplement dated as of December 6, 1995, as amended by
the May 1996 Amendment (as amended, the "Series 1995-E Supplement");
(iv) Series 1995-D Supplement dated as of September 21, 1995, as amended by
that certain Amendment dated as of December 6, 1995 (the "December 1995
Amendment") to certain of the Series Supplements, as further amended by the
May 1996 Amendment (as amended, the "Series 1995-D Supplement");
(v) Series 1995-C Supplement dated as of June 15, 1995, as amended by that
certain Amendment dated as of September 21, 1995 (the "September 1995
Amendment") to certain of the Series Supplements, as further amended by the
December 1995 Amendment and the May 1996 Amendment (as amended, the "Series
1995-C Supplement");
(vi) Series 1995-B Supplement dated as of March 15, 1995, as amended by
that certain Amendment dated as of June 15, 1995 (the "June 1995
Amendment") to certain Series Supplements (as hereinafter defined), as
further amended by the September 1995 Amendment, the December 1995
Amendment and the May 1996 Amendment (as amended, the "Series 1995-B
Supplement");
(vii) the Series 1995-A Supplement dated as of February 9, 1995, as amended
by the June 1995 Amendment, as further amended by the September 1995
Amendment, the December 1995 Amendment and the May 1996 Amendment (as
amended, the "Series 1995-A Supplement");
(viii) the Series 1994-B Supplement dated as of September 23, 1994, as
amended by the June 1995 Amendment, as further amended by the September
1995 Amendment and the December 1995 Amendment (as amended, the "Series
1994-B Supplement");
(ix) the Series 1994-A Supplement dated as of April 5, 1994 as amended by
the June 1995 Amendment, as further amended by the September 1995 Amendment
and the December 1995 Amendment (as amended, the "Series 1994-A
Supplement");
2
(x) the Series 1993-D Supplement dated as of December 2, 1993, as amended
by the June 1995 Amendment, as further amended by the September 1995
Amendment and the December 1995 Amendment (as amended, the "Series 1993-D
Supplement");
(xi) the Series 1993-C Supplement dated as of August 17, 1993, as amended
by the June 1995 Amendment, as further amended by the September 1995
Amendment and the December 1995 Amendment (as amended, the "Series 1993-C
Supplement")
(xii) the Series 1993-B Supplement dated as of June 11, 1993, as amended by
the June 1995 Amendment, as further amended by the September 1995 Amendment
and the December 1995 Amendment (as amended, the "Series 1993-B
Supplement") (each of the supplements referred to in (i) through (xii)
herein, a "Series Supplement," and collectively, the "Series Supplements")
to the Spread Account Agreement, dated as of March 25, 1993, as amended and
restated as of September 12, 1996 among OFL, the Seller, Financial Security and
Norwest Bank Minnesota National Association as Trustee and as Collateral Agent
(the "Spread Account Agreement").
WHEREAS, Section 8.03 of the Spread Account Agreement permits amendment of
the Spread Account Agreement upon the terms and conditions specified therein.
WHEREAS, parties to the Spread Account Agreement (the "Parties") have
heretofore executed the Series Supplements;
WHEREAS, the Parties wish to amend the Series Supplements.
NOW, THEREFORE, the Parties agree that the Series Supplements are hereby
amended effective as of the date hereof as follows:
Section 1. DEFINITIONS. Each term used but not defined herein shall
have the meaning assigned to such term in the Spread Account Agreement or in
the relevant Series Supplement thereto, and when used herein with respect to a
particular Series shall have the meaning assigned to such term of such Series.
Section 2. AMENDMENT OF CERTAIN TERMS OF THE SERIES SUPPLEMENTS.
Section 1.1 of each of the Series Supplements is amended as follows:
(i) The text contained in paragraph (i) of the definition of "Trigger
Event" is deleted in each instance. Such paragraph (i) shall be reserved
in each instance and the paragraphs of the definition of "Trigger Event"
shall not be redesignated as a result of the deletion effected by this
Section 2(i).
(ii) Paragraph (ii) of the definition of "Trigger Event" is
amended by deleting the percentage specified therein and replacing such
percentage in each instance with the percentage corresponding to the
applicable Series Supplement specified under Column I of Exhibit A hereto.
3
Section 3. COUNTERPARTS.
This Amendment to the Series Supplements may be executed in several
counterparts, each of which shall be deemed an original hereof and all of which,
when taken together, shall constitute one and the same Amendment to the Series
Supplements.
Section 4. RATIFICATION OF SPREAD ACCOUNT AGREEMENT.
Except as provided herein, all provisions, terms and conditions of the
Spread Account Agreement, including each Series Supplement, shall remain in full
force and effect. As amended hereby, the Spread Account Agreement, including
each Series Supplement is ratified and confirmed in all respects.
4
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth on the first page hereof.
OLYMPIC FINANCIAL LTD.
By /s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx
Executive Vice President
and Chief Financial Officer
OLYMPIC RECEIVABLES FINANCE CORP.
By /s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx
Vice President and Chief Financial Officer
FINANCIAL SECURITY ASSURANCE INC.
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Authorized Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Collateral Agent
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxx
Corporate Trust Officer
