Exhibit 10.1
CONTINUOUS ASSET PURCHASE AND SALE AGREEMENT
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THIS CONTINUOUS ASSET PURCHASE AND SALE AGREEMENT is made and entered into as of
November 12, 1999 (the "Contract Date") by and between Arcadia Financial Ltd., a
Minnesota corporation, with a place of business at 0000 Xxxxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000 ("Seller"), and Associates Financial Services
Company, Inc., a Delaware corporation, with a place of business at 000 X.
Xxxxxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 ("Buyer").
WITNESSETH THAT:
WHEREAS, Seller wishes to sell from time to time and Buyer wishes to buy from
time to xxxx Xxxxxx'x interest in certain motor vehicle retail instalment sales
contracts and notes secured by motor vehicles;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, the parties agree as follows:
1. DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
a. 30 DAY CP RATE means, with respect to each closing, the rate published
on each respective Closing Date in the "Money Rates" column of the
Wall Street Journal for high grade unsecured notes sold through
dealers by major corporations with a maturity of 30 days.
b. AGREEMENT means this continuous asset purchase and sale agreement,
including all attached schedules and exhibits.
c. CLOSING DATE has the meaning assigned to the term in Section 4.a.
d. CLOSING SCHEDULE means an assignment of loans and a summary of the
calculation of the purchase price, substantially in the form of
Exhibit 1.d.
e. EXCLUDED ASSETS means any retail instalment contract, loan agreement,
or promissory note payable to Seller where, as of the Closing Date:
(i) The Obligor has filed a petition in bankruptcy and such
proceeding is pending or the Obligor has been discharged from
liability or is subject to a reaffirmation agreement in
connection with the promissory note, loan contract, or
instalment contract;
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(ii) The account is two or more payments contractually delinquent,
as shown and determined on Seller's computerized account
servicing system, which recognizes a payment as being
delinquent if the payment is less than the full amount required
by the terms of the Motor Vehicle Retail Instalment Sales
Contract;
(iii) The account has been extended other than in accordance with
Seller's extension policies.
(iv) Any Obligor is deceased;
(v) The account is being repaid in accordance with a consumer
credit counseling arrangement accepted by the Seller;
(vi) The account is subject to litigation, arbitration, or
foreclosure proceedings; or
(vii) Collateral protection insurance has been force-placed against
the collateral by Seller and such insurance is in force.
f. INITIAL CLOSING DATE means the initial Closing Date under this
Agreement, which shall be as soon as reasonably possible on a date
agreed to by the parties.
g. MERGER AGREEMENT means that certain Agreement and Plan of Merger,
dated as of November 12, 1999 by and among Associates First Capital
Corporation, a Delaware corporation, AFCC NEWCO, Inc., a Minnesota
corporation and a wholly-owned subsidiary of Associates First Capital
Corporation, and Arcadia Financial Ltd., a Minnesota corporation.
h. MOTOR VEHICLE RETAIL INSTALMENT SALES CONTRACT or CONTRACT means a
retail instalment sales contract, promissory note, or loan agreement,
payable to Seller, secured by a motor vehicle, not an Excluded Asset,
and listed on Schedule A to any Closing Schedule.
i. NET OUTSTANDING BALANCE means the following, as determined by Seller
and shown on Seller's books and records:
(i) with respect to pre-computed Motor Vehicle Retail Instalment
Sales Contracts, the gross unpaid balance of a Motor Vehicle
Retail Instalment Sales Contract, less any unearned refundable
finance charges computed as to each account on the actuarial
method; and
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(ii) with respect to interest-bearing Motor Vehicle Retail
Instalment Sales Contracts, the unpaid balance of the Motor
Vehicle Retail Instalment Sales Contract, not including any
accrued, but unpaid interest or accrued but unpaid fees.
j. OBLIGOR means the person or persons who are obligated to pay Seller in
accordance with the terms of the Motor Vehicle Retail Instalment Sales
Contracts.
k. SERVICING AGREEMENT means the Servicing Agreement, dated as of
November 12, 1999, between Associates Financial Services Company,
Inc., a Delaware corporation, and Arcadia Financial Ltd., a Minnesota
corporation.
l. SERVICING TRANSFER DATE means the Servicing Transfer Date, as defined
in the Servicing Agreement concerning the post-closing servicing of
the Motor Vehicle Retail Instalment Sales Contracts between Seller or
its designees and Buyer and its designees.
m. TAX OR TAXES means any federal, state, or local tax of the United
States or of any state, including without limitation any income tax,
franchise tax, real or property tax, employment tax, sales and use
tax, and any interest and penalties thereon (including, without
limitation, those levied on any failure to make appropriate
withholdings).
2. PURCHASE AND SALE
a. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller:
(i) On the Initial Closing Date, up to $300 million in aggregate
Net Outstanding Balances of Motor Vehicle Retail Instalment
Sales Contracts; and
(ii) In Buyer's sole and absolute discretion, up to $75 million in
any semi-monthly period in aggregate Net Outstanding Balances
of Motor Vehicle Retail Instalment Sales Contracts.
b. On each Closing Date, subject to the terms and conditions hereof,
Seller will sell, assign and deliver to Buyer, and Buyer will purchase
from Seller, all of Seller's right, title and interest in and to the
Motor Vehicle Retail Instalment Sales
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Contracts listed on Exhibit A to the Closing Schedule (collectively,
together with the assets referenced in Section 3 herein, the "Purchased
Assets").
3. OTHER ITEMS SUBJECT TO SALE
On the Closing Date, upon payment of the Purchase Price, Seller will also
sell, assign, transfer, and set over to Buyer in connection with the Motor
Vehicle Retail Instalment Sales Contracts:
a. All monies paid or payable on the Motor Vehicle Retail Instalment
Sales Contracts after the Closing Date.
b. All of its interest and benefits in, to, and under all endorsements,
warranties, and guaranties by or of others held by it with respect to
the Motor Vehicle Retail Instalment Sales Contracts, including,
without limitation, the rights of Seller and against any dealer.
c. All of its right, title and interest in all security instruments and
the liens created thereunder with respect to the Motor Vehicle Retail
Instalment Sales Contracts.
d. All individual ledger cards or their computer equivalent, bookkeeping
memoranda, pay histories, receipts, loan files, correspondence,
folders, credit files, fanfolds, indexes, and all other records of
Seller directly pertaining to the Motor Vehicle Retail Instalment
Sales Contracts.
e. All filing receipts evidencing recordation or filing in governmental
filing or recording offices of financing statements and other filing
instruments on all Motor Vehicle Retail Instalment Sales Contracts.
f. All of the rights and benefits of Seller under each and every existing
policy or certificate of insurance, if any, to the extent such relates
to any property securing any Motor Vehicle Retail Instalment Sales
Contracts and as relates to the life or lives or health or
unemployment of any Obligors or guarantors of said Motor Vehicle
Retail Instalment Sales Contracts.
g. All pending insurance claims and all claims filed in the future, if
any, the proceeds thereof, and the insurance premium refunds, if any,
in connection with any of the Motor Vehicle Retail Instalment Sales
Contracts purchased by Buyer.
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4. CLOSING; PURCHASE PRICE; PAYMENT
a. The closing of each sale and purchase of Motor Vehicle Retail
Instalment Sales Contracts must occur on a business day agreed to by
Buyer and Seller (the "Closing Date").
b. PURCHASE PRICE. Buyer shall pay to Seller an amount equal to 104.5
percent of the aggregate Net Outstanding Balances of the Motor Vehicle
Retail Instalment Sales Contracts on the Closing Date, plus any
accrued, unpaid interest and fees, not to exceed fifty-nine days=
interest (the "Purchase Price").
c. PAYMENT OF THE PURCHASE PRICE.
(i) Not later than four business days prior to each Closing Date,
Seller must deliver to Buyer its estimate of the Purchase Price
(the "Estimated Purchase Price"), and must make available to
Buyer the work papers, schedules, and other supporting data as
may be reasonably requested by Buyer to enable it to verify the
amount estimated. Seller shall also deliver with its estimate a
tape or other electronic data format containing such
information as may be reasonably required by Buyer regarding
the Motor Vehicle Retail Instalment Sales Contracts.
(ii) Before 11:00 a.m. Eastern Time on the Closing Date, Buyer must
deliver the Estimated Purchase Price to Seller by wire transfer
in immediately available funds to an account specified by the
Seller.
d. ADJUSTMENT TO PURCHASE PRICE.
(i) The parties must cooperate and assist in the calculation of the
Purchase Price, including without limitation making available
to the extent necessary books, records, work papers and
personnel, during normal business hours and in a manner that
will not unreasonably interfere with either party's business
and its financial, tax, accounting, and legal staff.
(ii) As promptly as practicable, but not later than seven days
following the Closing Date, the Seller must deliver to Buyer a
statement setting forth the calculation of the Purchase Price,
and must make available to Buyer, in an electronic format, the
work papers, schedules, and other supporting data as may be
reasonably requested by Buyer to enable it to verify the amount
calculated.
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(iii) Buyer must review Seller's calculation of the Purchase Price
and promptly notify Seller of its acceptance of the calculation
or of any dispute regarding the Purchase Price. If Buyer and
Seller are unable to agree on the calculation of the Purchase
Price within seven calendar days of Seller's delivery of the
statement referenced in paragraph 4.d.(ii) the parties must
submit the dispute to a nationally recognized accounting firm
reasonably satisfactory to both parties. Such accounting firm
will be instructed to review this Agreement and the disputed
items for the purpose of calculating the Purchase Price. In
making such calculation, the accountants must consider only the
items in disagreement between the parties. As soon as
practicable, the accountants must submit a report to both
parties setting forth their calculation of the Purchase Price.
Such report shall be final and binding on the parties to this
Agreement. The costs of such review and report shall be borne
equally by Buyer and Seller.
e. PAYMENT OF FINAL PURCHASE PRICE.
(i) PAYMENT DUE SELLER. On or before 12:00 p.m. Eastern Time on the
fifth business day following the determination of the Purchase
Price pursuant to paragraph 4.d.(iii), Buyer must pay to
Seller, by wire transfer in immediately available funds to an
account designated by Seller, an amount equal to the excess of
the Purchase Price over the amount paid by Buyer as the
Estimated Purchase Price, if any, plus interest thereon at the
30 Day CP Rate from the Closing Date up to, but not including
the payment date.
(ii) PAYMENT DUE BUYER. On or before 12:00 p.m. Eastern Time on the
fifth business day following the determination of the Purchase
Price pursuant to paragraph 4.d.(iii), Seller must pay to
Buyer, by wire transfer in immediately available funds to an
account designated by Buyer, an amount equal to the excess of
the amount paid by Buyer as the Estimated Purchase Price over
the Purchase Price, if any, plus
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interest thereon at the 30 Day CP Rate from the Closing Date
up to, but not including the payment date.
f. EXCLUDED MOTOR VEHICLE RETAIL INSTALMENT SALES CONTRACTS.
(i) Seller does not intend to sell and Buyer does not intend to
purchase, any Excluded Assets. If at any time within 120 days
following the Servicing Transfer Date, Buyer evidences to
Seller that an Excluded Asset was transferred to Buyer on the
Closing Date, Buyer must execute and deliver to Seller such
assignments and other documents and do such other things as
Seller shall reasonably request in order to transfer to Seller
all of Buyer's right, title, and interest in and to such
Excluded Asset and related security instruments or and other
rights as were transferred to Buyer on the Closing Date. Any
such assignment shall be accompanied by a complete schedule of
the dates and amounts of any payments received by Buyer with
respect to the Excluded Asset. Seller shall repurchase paid
Excluded Assets and pay Buyer within thirty days of Buyer's
demand.
(ii) Any Excluded Asset reassigned to Seller must not be included as
a Motor Vehicle Retail Instalment Sales Contract in calculating
the Purchase Price. If the Purchase Price has already been paid
and the Excluded Asset was included in the Motor Vehicle Retail
Instalment Sales Contracts, on the repurchase date the Seller
will pay Buyer an amount for the Excluded Asset calculated on
the date of repurchase in the same manner as the Purchase Price
was calculated, including with respect to any interest accruals
and any discounts or premiums paid, together with interest
thereon at the 30 Day CP Rate from the Closing Date to the date
of repurchase.
5. CONDITIONS TO BUYER'S OBLIGATIONS
The obligation of Buyer to purchase the Purchased Assets under this
Agreement shall be subject to Seller having performed and complied with all
agreements and conditions in this Agreement necessary to be performed or
complied with by it prior to or at the Closing Date and:
a. The approval of the Board of Directors of Seller.
b. The delivery by Seller of all items required by Section 8 of this
Agreement.
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c. The proper filing of a UCC Financing Statement covering the Motor
Vehicle Retail Instalment Sales Contracts and the proceeds thereof in
form and substance sufficient to perfect Buyer's interest in the Motor
Vehicle Retail Instalment Sales Contracts and the proceeds thereof.
6. CONDITIONS TO SELLER'S OBLIGATIONS
The obligations of Seller to sell Motor Vehicle Retail Instalment Sales
Contracts and other assets under this Agreement shall be subject to Buyer
having performed and complied with all agreements and conditions in this
Agreement necessary to be performed or complied with by it prior to or at
the Closing Date.
7. CONDITION TO EITHER PARTY'S OBLIGATIONS
The obligation of the Seller to sell the Purchased Assets and the Buyer's
obligation to purchase the Purchased Assets shall be further subject to:
a. The absence of any action, proceeding or administrative investigation
against Buyer or Seller seeking to enjoin or otherwise affect the
consummation of the transactions contemplated by this Agreement,
constituted or threatened by any governmental agency or other party,
that might eventuate in an order of any court or administrative agency
which, in the reasonable opinion of either the Buyer and its counsel,
or Seller and its counsel, would render it impossible or inadvisable
to consummate the transaction.
b. Any required licenses, approvals, consents and notifications of any
relevant state and federal regulatory agencies in respect of the
transactions contemplated hereby having been obtained or made and any
necessary conditions, including all legally required waiting, notice
or protest periods, of the licenses, approvals, consents and
notifications having been fully satisfied after good faith efforts to
so obtain.
c. The parties signing a Servicing Agreement in form and substance
acceptable to the parties.
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8. DELIVERIES BY SELLER
a. On the Contract Date, Seller must deliver to Buyer an opinion of
counsel to Seller, who may be in-house counsel, dated the Contract
Date, to the effect that:
(i) Seller has duly and validly authorized, executed, and
delivered this Agreement;
(ii) Seller is duly organized, licensed and validly existing under
the law with full corporate power to enter into and perform
this Agreement;
(iii) Neither the execution and delivery of this Agreement nor its
performance, nor the sale of Motor Vehicle Retail Instalment
Sales Contracts from time to time, is restricted by or
violates the Seller's Certificate of Incorporation or By-laws
or any contractual or other obligation of Seller of which such
counsel has knowledge after reasonable investigation;
(iv) All consents and approvals and assignments, required by law or
this Agreement to be obtained by Seller, at or prior to the
Closing Date, to authorize and, to the best of such counsel's
knowledge, after reasonable investigation, to consummate the
transactions contemplated hereby have been obtained and are in
full force and effect;
(v) This Agreement constitutes a legal and binding obligation of
Seller, enforceable in accordance with its terms;
(vi) Seller or any of its affiliates is not a party to and there is
no pending litigation, legal or administrative proceeding
which would, if decided against Seller or any of its
affiliates, have any material adverse effect on the Purchased
Assets to be sold pursuant to this Agreement.
b. On each Closing Date, Seller must deliver to Buyer or its designee:
(i) The Motor Vehicle Retail Instalment Sales Contracts and all
other documents required to be delivered pursuant to the
Servicing Agreement;
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(ii) The Closing Schedule, with the list of Motor Vehicle Retail
Instalment Sales Contracts on Schedule "A" attached;
(iii) A certificate signed by a duly authorized officer of Seller,
solely in his/her capacity as an officer of Seller, to the
effect that:
(1) The representations and warranties of Seller are true
as of the Closing Date, and
(2) The covenants and agreements of Seller to be
performed hereunder on or before the Closing Date
have been performed.
9. SELLER'S WARRANTIES REGARDING THE ASSETS; BREACH OF WARRANTY
a. This sale is made by Seller without recourse, representation, or
warranty of any kind, express or implied, except as specifically set
forth in this Agreement. Nothing in this Agreement shall be construed
to obligate the Seller to insure the future performance of the
Obligors under the terms of their respective Motor Vehicle Retail
Instalment Sales Contracts. Seller represents and warrants to Buyer,
which representations and warranties shall survive this Agreement that
as of the date of this Agreement and each Closing Date with respect to
the Motor Vehicle Retail Instalment Sales Contracts sold on that date:
(i) The ledger cards, payment histories, computer and magnetic
tapes and disks, or equivalent records delivered to Buyer fully
and accurately reflect the true outstanding unpaid balance
(including accrued late charges) of the Motor Vehicle Retail
Instalment Sales Contracts and the dates and amounts of
payments on the Motor Vehicle Retail Instalment Sales
Contracts. Except as may be documented in Seller's records, no
understanding or agreement has been reached with an Obligor for
any variation of the interest rate, schedule or amount of
payments or other material term or condition of any Motor
Vehicle Retail Instalment Sales Contract.
(ii) Seller has good title to and original documents evidencing the
Motor Vehicle Retail Instalment Sales Contracts and other
assets to be sold under this Agreement, free and clear of any
liens, encumbrances or
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charges whatsoever; Seller is the absolute owner thereof with
full and sole right to transfer title to the Motor Vehicle
Retail Instalment Sales Contracts and assets; and no person,
firm, corporation or association has any claim whatsoever to
the Motor Vehicle Retail Instalment Sales Contracts sold under
this Agreement or the proceeds of the Motor Vehicle Retail
Instalment Sales Contracts.
(iii) There exists a Motor Vehicle Retail Instalment Sales Contract
file pertaining to each Motor Vehicle Retail Instalment Sales
Contract and such file contains (a) a fully executed original
of the Motor Vehicle Retail Instalment Sales Contract, (b) a
certificate of insurance, application form for insurance
signed by the Obligor, or a signed representation letter from
the Obligor named in the Motor Vehicle Retail Instalment Sales
Contract pursuant to which the Obligor has agreed to obtain
physical damage insurance for the related financial vehicle,
or copies thereof, (c) the original certificate of title, lien
notification certificate, or application therefor and (d) a
credit application signed by the Obligor, or a copy thereof.
Each of such documents which is required to be signed by the
Obligor has been signed by the Obligor in the appropriate
spaces. All blanks on any form have been properly filled in
and each form has otherwise been correctly prepared. The
complete file for each Motor Vehicle Retail Instalment Sales
Contract was delivered to Buyer on or before the Closing Date.
(iv) Seller is not a party to and there is no pending or, to
Seller's knowledge, threatened litigation, legal or
administrative proceeding, or otherwise, which would, if
decided against Seller, have any material adverse effect on
the Purchased Assets, Buyer's right to receive payment under
the Motor Vehicle Retail Instalment Sales Contracts pursuant
to their terms, or Seller's right to transfer the Purchased
Assets or on any of the other assets to be sold pursuant to
this Agreement.
(v) Each Motor Vehicle Retail Instalment Sales Contract sold under
this Agreement is genuine, valid, and complete in all respects
and is enforceable in accordance with its terms, except as its
enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the rights of creditors.
(vi) Each Motor Vehicle Retail Instalment Sales Contract requires
the Obligor to maintain physical loss and damage insurance,
naming Seller and its successors and assigns as additional
insured parties, and each Motor Vehicle
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Retail Instalment Sales Contract permits the holder thereof to
obtain physical loss and damage insurance at the expense of
the Obligor if the Obligor fails to do so. No such motor
vehicle was or had previously been insured under a policy of
force-placed insurance on the Closing Date.
(vii) No Motor Vehicle Retail Instalment Sales Contract is subject
to any defense, set-off, or counterclaim to the payment or the
amount of the unpaid balance due on the Motor Vehicle Retail
Instalment Sales Contract.
(viii) The collateral for each of the Motor Vehicle Retail Instalment
Sales Contracts that is secured is the collateral described in
the applicable security agreement or other security document.
Each security interest in titled personal property collateral
constitutes a valid, enforceable, and perfected purchase money
first lien on the collateral described in the Motor Vehicle
Retail Instalment Sales Contract file.
(ix) Each Motor Vehicle Retail Instalment Sales Contract was
originated, has been serviced, and currently complies in all
material respects with all applicable state, federal, and
local laws and regulations, including but not limited to all
consumer protection and insurance laws, the Truth-In-Lending
Act, ECOA, RESPA and the FCRA.
(x) Seller has paid or caused to be paid any and all licenses,
franchise, business privilege use, intangible stamp or other
Taxes or fees due and owing, if any, arising from the
acquisition, origination, collection, or holding of each Motor
Vehicle Retail Instalment Sales Contract.
(xi) Each Motor Vehicle Retail Instalment Sales Contract was
originated in conformance with the underwriting and pricing
guidelines attached as Exhibit 9.a.(xi).
(xii) The Motor Vehicle Retail Instalment Sales Contracts purchased
under this Agreement having the following credit criteria:
(1) No Obligor had, at the time of origination of the
Motor Vehicle Retail Instalment Sales Contract, a
FICO score below 520; and
(2) The average FICO score of the Obligors included in
each separate purchase under this Agreement, at the
time of
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origination of the Motor Vehicle Retail Instalment
Sales Contracts, is at least 615.
b. In the event of a breach or breaches of any of the foregoing
covenants, representations, or warranties with respect to the
Motor Vehicle Retail Instalment Sales Contracts, except for
the representations and warranties set forth in subparagraph
9.a.(xii) above, and only after Seller fails to cure said
breach after 45 days, upon written notice thereof from Buyer,
Seller will, without limiting its obligation of
indemnification as set forth herein, repurchase said Motor
Vehicle Retail Instalment Sales Contract(s) by paying Buyer,
within 15 days of the end of the cure period, 104.5 percent of
the then unpaid Net Outstanding Balance of the Contract, plus
all accrued unpaid interest and fees thereon.
c. In the event of a breach or breaches of the representations
and warranties set forth in subparagraph 9.a.(xii), Seller
must perform or pay as follows, within 15 days after notice by
Buyer of the breach or breaches:
(i) If an Obligor had, at the time of origination of the
Motor Vehicle Retail Instalment Sales Contract, a
FICO score below 520, Seller must repurchase the
Contract from Buyer by paying Buyer 104.5 percent of
the then unpaid Net Outstanding Balance of the
Contract, plus all accrued unpaid interest and fees
thereon.
(ii) If the average FICO score of the Obligors included in
each separate purchase under this Agreement, at the
time of origination of the Motor Vehicle Retail
Instalment Sales Contracts, is not at least 615,
Seller must repurchase a sufficient number of
Contracts with FICO scores below 615 to raise the
average FICO score of the remaining sold Contracts to
615 by paying Buyer 104.5 percent of the then unpaid
Net Outstanding Balance of the Contracts, plus all
accrued unpaid interest and fees thereon.
10. MERGER TERMINATION PAYMENT; RECEIVABLES CALL OPTION
If, and only if, the Merger Agreement is terminated for any reason:
a. Seller may purchase from Buyer all, but not less than all, of the
unpaid Motor Vehicle Retail Instalment Sales Contracts not purchased
on the Initial Closing Date, at a purchase price equal to 104.5% of
the then
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aggregate Net Outstanding Balances, plus all accrued unpaid interest
and fees thereon, without representation or warranty of any kind,
subject to the following conditions:
(i) Seller must notify Buyer of its intention to purchase the Motor
Vehicle Retail Instalment Sales Contracts within 30 days of the
date of the termination of the Merger Agreement; and
(ii) The closing and payment of the purchase price will be
accomplished in accordance with the procedures set forth in
Section 4 of this Agreement, giving due consideration to the
appropriate reversal of the respective roles of the parties;
and
(iii) The closing of the repurchase must occur within 15 days after
the date Seller gives notice of its intention to purchase,
unless otherwise agreed by Buyer.
If Seller fails to give the notice or close the repurchase in the time
frame specified in this Section, or if Seller gives notice of its
intention to not exercise its option to repurchase under this section,
Seller's option to repurchase shall automatically terminate. Within
five business days of the termination of Seller's option to
repurchase, Buyer must pay to Seller an amount equal to 1.5 percent of
the aggregate Net Outstanding Balances, as of their respective Closing
Dates, of the Motor Vehicle Retail Instalment Sales Contracts not
purchased on the Initial Closing Date.
b. Buyer must pay to Seller, within five business days of the date of
termination of the Merger Agreement, an amount equal to 1.5 percent of
the aggregate Net Outstanding Balances, as of the Initial Closing
Date, of the Motor Vehicle Retail Instalment Sales Contracts purchased
on the Initial Closing Date.
c. If the weighted average APR of all Contracts purchased under this
Agreement that are not repurchased by the Seller pursuant to Section
10.a above, measured with respect to each Contract purchased on the
Contract's respective Closing Date, is not at least 17.50%, Seller
must pay to Buyer an amount, which may be paid by Buyer's offsetting
such amount against the payment due under Section 10.b., equal to
the product of
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(i) an amount equal to the aggregate Net Outstanding Balances
of the Motor Vehicle Retail Instalment Contracts not
repurchased by the Seller computed as of each such
Contract's respective Closing Date,
multiplied by
(ii) the difference given by subtracting
(1) the weighted average APR of the contracts not
repurchased by the Seller, measured with respect to
each Contract purchased on the Contract's respective
Closing Date, expressed as a decimal (e.g., 17.41%
expressed as 0.1741)
from
(2) 0.1750
multiplied by
(iii) 1.5.
11. SELLER'S AND BUYER'S AUTHORITY
a. SELLER'S AUTHORITY: Seller represents and warrants to Buyer, which
representations and warranties shall survive this Agreement, that as
of the date hereof and as of each Closing Date:
(i) Seller is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Minnesota, and
is duly qualified and in good standing in each jurisdiction
where the nature of its business or properties requires it to
be so qualified.
(ii) The execution, delivery and performance by Seller of this
Agreement, including the sale of Motor Vehicle Retail
Instalment Sales Contracts from time to time pursuant hereto,
is within Seller's corporate powers, has been duly authorized
by all necessary corporate action and does not contravene
Seller's charter or by-laws, any legal requirements or any
material agreement of Seller.
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(iii) No authorization or consent of, or approval or other action by,
and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and
performance by Seller of this Agreement, including the sale of
Motor Vehicle Retail Instalment Sales Contracts from time to
time pursuant hereto.
(iv) This Agreement is a legal, valid and binding obligation of
Seller, enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights
generally and by general principles of equity.
(v) There is no action, suit or proceeding pending or, to the
knowledge of Seller, threatened against or affecting Seller or
its properties in any court, or before any arbitrator or
governmental body, which purports to affect the legality,
validity or enforceability of this Agreement.
b. BUYER'S AUTHORITY: Buyer represents and warrants to Seller, which
representations and warranties shall survive this Agreement that as of
the date hereof and as of each Closing Date:
(i) Buyer is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware, and
is duly qualified and in good standing in each jurisdiction
where the nature of its business or properties requires it to
be so qualified.
(ii) The execution, delivery and performance by Buyer of this
Agreement is within Buyer's corporate powers, has been duly
authorized by all necessary corporate action and does not
contravene Buyer's charter or by-laws, any legal requirements,
or any material agreement of Buyer.
(iii) No authorization or consent of, or approval or other action by,
and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and
performance by Buyer of this Agreement.
(iv) This Agreement is a legal, valid and binding obligation of
Buyer, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
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reorganization or similar laws affecting creditors' rights
generally and by general principles of equity.
(v) There is no action, suit or proceeding pending or, to the
knowledge of Buyer, threatened against or affecting Buyer or
its properties in any court, or before any arbitrator or
governmental body, which purports to affect the legality,
validity or enforceability of this Agreement.
12. POWER OF ATTORNEY
On the Closing Date, upon payment of the Purchase Price, Seller will
authorize Buyer to endorse and assign Seller's interest in each Motor
Vehicle Retail Instalment Sales Contract in order to evidence the transfer
of Seller's interest in the Motor Vehicle Retail Instalment Sales Contracts
to Buyer in such manner as may be reasonable and appropriate. On the
Contract Date, Seller shall furnish Buyer with a Power of Attorney in the
form of Exhibit 12 hereto, to enable Buyer to (i) endorse any check or
other instrument made payable to Seller on account of any Motor Vehicle
Retail Instalment Sales Contract or other Purchase Asset, and (ii) direct
Obligors and others to make future payments due from them directly to the
Buyer or to an account designated by the Buyer. Buyer agrees to save and
hold Seller harmless from any loss occasioned by Buyer's use of the Power
of Attorney. Seller further agrees, from time to time following the
closings, to execute any individual assignments, affidavits, or other
documents which are necessary to effect assignment of each Motor Vehicle
Retail Instalment Sales Contract to Buyer.
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13. INDEMNIFICATION
a. INDEMNIFICATION OF BUYER: Seller agrees to defend, indemnify and hold
harmless Buyer and its officers, directors, employees, successors and
assigns, from and against any and all losses, damages, claims, suits,
proceedings, liabilities, costs and expenses, including reasonable
attorneys' fees ("Losses" or "Claims" as the context requires), which
may be imposed on, sustained, incurred or suffered by or asserted
against any such persons, directly or indirectly, as a result of or
relating to or arising out of (a) the breach of any representation or
warranty or covenant or agreement of the Seller contained in this
Agreement or (b) arising from Seller's ownership or servicing of the
Motor Vehicle Retail Instalment Sales Contracts or other assets
purchased under this Agreement, at any time prior to the Closing Date.
b. INDEMNIFICATION OF SELLER: Buyer agrees to defend, indemnify and hold
harmless Seller and its officers, directors, employees, successors and
assigns, from and against any and all losses, damages, claims, suits,
proceedings, liabilities, costs and expenses (including without
limitation reasonable attorneys' fees) ("Losses" or "Claims" as the
context requires) which may be imposed on, sustained, incurred or
suffered by, or asserted against any such persons, directly or
indirectly, as a result of or relating to or arising out of (a) the
breach of any representation or warranty or covenant or agreement of the
Buyer contained in this Agreement or (b) arising from Buyer's ownership
or servicing of the Motor Vehicle Retail Instalment Sales Contracts or
other assets purchased under this Agreement, at any time after the
Closing Date. Nothing in this section shall be construed to limit the
obligations of Seller as Servicer under the Servicing Agreement.
c. PROCEDURE FOR INDEMNIFICATION:
(i) If a party to this Agreement entitled to assert a Claim under
this Agreement shall receive notice of the assertion by a
person who is not a party to this Agreement of any claim or of
the commencement by any such person of any action or proceeding
(a "Third Party Claim") with respect to which the Seller or the
Buyer is obligated to provide indemnification, the indemnified
party (the "Indemnitee") shall give the indemnifying party (the
"Indemnitor") prompt written notice thereof. Such notice shall
describe the Third Party Claim in reasonable detail.
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(ii) The Indemnitor may elect to compromise or defend, at such
Indemnitor's own expense and by such Indemnitor's own counsel,
any Third Party Claim. If an Indemnitor elects to defend a
Third Party Claim it shall, within thirty (30) days of receipt
of the notice referred to in Paragraph 13.c.(i) above (or
sooner, if the nature of such Third Party Claim so requires),
notify the related Indemnitee of its intent to do so, and such
Indemnitee shall reasonably cooperate in the compromise of, or
defense against, such Third Party Claim. Such Indemnitor shall
pay such Indemnitee's actual and reasonable out-of-pocket
expenses incurred in connection with such cooperation. After
written notice from an Indemnitor to an Indemnitee of its
election to assume the defense of a Third Party Claim, such
Indemnitor shall not be liable to such Indemnitee under
Paragraph 13.a or Paragraph 13.b, as the case may be, for any
legal expenses subsequently incurred by such Indemnitee in
connection with the defense thereof; provided that such
Indemnitee shall have the right to employ one counsel for each
Third Party Claim to represent such Indemnitee if, in such
Indemnitee's good faith judgment, (a) a conflict of interest
between such Indemnitee and such Indemnitor exists in respect
of such Third Party Claim, or (b) where the Indemnitor is also
a party to such Third Party Claim, different or conflicting
claims or defenses may exist, in which events the fees and
expenses of such separate counsel shall be paid by such
Indemnitor. If an Indemnitor elects not to defend against a
Third Party Claim, or fails to notify an Indemnitee of its
election as provided herein, such Indemnitee may without
advance written notice to the Indemnitor, pay, compromise or
defend such Third Party Claim reasonably and in good faith on
behalf of and for the account and risk of the Indemnitor to the
extent that the Indemnitee is entitled to receive
indemnification from the Indemnitor hereunder. Neither
Indemnitor nor Indemnitee shall consent to entry of any
judgment or entry into any settlement against or with respect
to any Indemnitee without the written consent of the other,
unless such judgment or settlement, with respect to the
Indemnitee, (a) provides solely for money damages or other
payments for which such Indemnitee is entitled to
indemnification hereunder and (b) includes as an unconditional
term thereof the giving by the claimant or plaintiff to such
Indemnitee of a release for all liability in respect of such
Third Party Claim.
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(iii) If the amount of any Claim or Loss shall, at any time
subsequent to payment pursuant to this Agreement, be reduced by
recovery, settlement or otherwise, the amount of such
reduction, less any expenses incurred in connection therewith,
shall promptly be repaid by the Indemnitee to the related
Indemnitor.
14. USE OF RECORDS BY SELLER; RETENTION BY BUYER
Buyer will make available to Seller all records and memoranda pertaining to
the Motor Vehicle Retail Instalment Sales Contracts sold under this
Agreement for the use of Seller in preparing tax returns or financial
reports or for other purposes which do not conflict with the terms of this
Agreement. Buyer acknowledges and understands that substantially all of the
information reflected in the records and Motor Vehicle Retail Instalment
Sales Contracts being sold to Buyer hereunder is duplicated and stored
within Seller's computer and data processing files and systems and that it
is practically and financially impossible for Seller to delete such
information from Seller's permanent accounting records and systems and that
Seller intends to retain such information notwithstanding any term or
condition of this Agreement, but will not use it to solicit customers or in
any other manner, without the prior written approval of Buyer.
15. ADDITIONAL EVIDENCE OF OWNERSHIP
Seller warrants, represents and agrees that it will, upon the reasonable
request of Buyer, supply copies of any additional documents it may still
have in its possession which evidence Seller's ownership of the Motor
Vehicle Retail Instalment Sales Contracts sold hereby.
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16. SUBSIDIARIES OF BUYER
Buyer may designate one or more of its subsidiaries or affiliates as the
Purchaser of any Motor Vehicle Retail Instalment Sales Contract and the
word "Buyer" as used in this Agreement shall, wherever applicable, include
the subsidiary or affiliate; provided, however, notwithstanding any such
designation, Buyer shall remain responsible for the performance of all
obligations of Buyer under this Agreement. If a subsidiary or affiliate of
Buyer purchases a Motor Vehicle Retail Instalment Sales Contract, the
subsidiary or affiliate shall have all the benefits and obligations of this
Agreement including, but not limited to the benefits of the covenants,
representations and warranties made by Seller, and shall have the
authorizations, rights and powers granted by Seller, with respect to the
Motor Vehicle Retail Instalment Sales Contract.
17. ANNOUNCEMENTS; NOTIFICATIONS
Neither party hereto will make any announcement of this transaction without
prior written approval of the other, which will not be unreasonably
withheld. Neither Seller nor Buyer shall disclose any material provisions
of this Agreement to any third party without the prior consent of the
other, except as may be specifically required by law or any governmental
agency.
18. ARBITRATION
Any claim, dispute, disagreement, or controversy arising out of or relating
to this Agreement or the breach of this Agreement, except for disputes
covered by paragraph 4.d.(iii) relating to the calculation of the Purchase
Price, shall be determined by arbitration. Either party to this Agreement
may bring an action to compel arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. Any judgment
rendered by arbitration shall be binding and may be entered in any court
having jurisdiction. Any demand for arbitration shall be brought, and the
arbitration subsequently held, in Chicago, Illinois.
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19. APPLICABLE LAW
The laws of the State of Minnesota shall govern the validity and
interpretation of this Agreement and the performance of the parties to this
Agreement.
20. HEADINGS NOT PART OF AGREEMENT
Marginal headings are informational only and not a part of the Agreement.
21. EXPENSES
Except as is otherwise specifically provided in this Agreement, all parties
shall pay their own costs and expenses in connection with this Agreement
and the transactions contemplated hereby, including, but not by way of
limitation, all regulatory fees, attorneys' fees, accounting fees and other
expenses.
22. SUCCESSORS AND ASSIGNS
All terms and provisions of this Agreement shall be binding upon and shall
inure to the benefit of the parties to this Agreement and their respective
transferees, successors and assigns.
23. MULTIPLE COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original for all purposes and all of which shall be
deemed, collectively, one agreement, but in making proof hereof it shall
not be necessary to exhibit more than one such counterpart.
24. INVALID PROVISIONS
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term of
this Agreement, the provision shall be fully severable; this document shall
be construed and enforced as if the illegal, invalid or unenforceable
provision had never comprised a part of this Agreement, and the remaining
provisions shall remain
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in full force and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of the illegal, invalid or unenforceable provision
there shall be added automatically as a part hereof a provision as similar
in terms to the illegal, invalid or unenforceable provision as may be
possible and be legal, valid and enforceable, and, as changed or amended,
continue to reflect the original intent of the parties hereto.
25. ENTIRE AGREEMENT
The making, execution and delivery of this Agreement by the parties have
been induced by no representations, statements, warranties, or agreements
other than those herein expressed. This Agreement embodies the entire
understanding of the parties and there are no further or other agreements or
understanding, written or oral, in effect between the parties relating to
the subject matter of this Agreement.
26. BROKERAGE
Seller and Buyer represent and warrant to the other that it has not engaged
or dealt with any broker, finder or other person or entity who or which may
be entitled to any brokerage fee or finder's fee, commission or similar
charge in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby. Each of said parties hereby
indemnifies and agrees to hold the other harmless against any and all
claims, losses, liabilities or expenses which may be asserted against the
other as the result of the other party's dealings, arrangements or
agreements with any such broker, finder or person or entity.
27. NON-SOLICITATION
For a period of 18 months following each Closing Date, Seller and its
affiliates shall not solicit any Obligors for consumer loans other than
Contracts. Notwithstanding the previous sentence, no solicitation shall
violate this section if:
a. the solicitation is directed to an Obligor who has another contractual
relationship with Seller or Seller's affiliate or subsidiary; or
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b. the solicitation occurs through television, radio, print or other
general media advertising.
If, at the time of enforcement of any provision of this section, a court or
other tribunal having proper jurisdiction shall hold that the restrictions
herein are unreasonable or unenforceable under circumstances then existing,
the parties hereto agree that the maximum permitted shall be substituted for
the stated period.
28. NOTICES
All demands, notices and communications under this Agreement shall be in
writing, personally delivered, sent by facsimile or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given
upon receipt
a. in the case of the Seller, at the following address:
Arcadia Financial Ltd.
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Chief Executive Officer
with a copy to:
Arcadia Financial Ltd.
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel
b. in the case of the Buyer, at the following address: 1.
Associates Financial Services Company, Inc.
000 X. Xxxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attention: General Counsel
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed for it and on its behalf by its respective duly authorized officers to
be effective as of the date first set forth above.
SELLER: BUYER.
Arcadia Financial Ltd. Associates Financial Services
Company, Inc.
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
(Typed or Printed Name) ----------------------
Xxxxxxxx X. Xxxxxx
(Typed or Printed Name)
Its: Chief Executive Officer
-----------------------
(Title) Its: Senior Vice President &
Assistant General Counsel
--------------------------
(Title)
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EXHIBIT 1.d
CLOSING SCHEDULE AND ASSIGNMENT
SUMMARY OF CURRENT PURCHASE:
DATE: _________________, 1999
NET OUTSTANDING BALANCES OF CONTRACTS $_____________
TIMES 104.5% $_____________
PLUS, ACCRUED, UNPAID INTEREST AND FEES ON CONTRACTS $_____________
PURCHASE PRICE $_____________
FOR DETAIL LISTING OF ACCOUNTS PURCHASED, SEE SCHEDULE "A," ATTACHED
FOR VALUE RECEIVED, Arcadia Financial Ltd. assigns to Associates Financial
Services Company, Inc., its successors or assigns ("Assignee") all of its
rights, title, and interest in and to the motor vehicle retail instalment sales
contracts, notes, and security instruments (called "Receivables") described
above, all monies due and to become due thereunder, and any other security which
undersigned may now or hereafter hold as collateral for each Receivable and
hereby agrees that said sale is subject to the provisions of that certain
Continuous Asset Purchase and Sale Agreement between the parties dated November
___, 1999.
Arcadia Financial Ltd..
BY:
(Typed or Printed Name)
ITS:
(Title)
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SCHEDULE A
to
CLOSING SCHEDULE AND ASSIGNMENT
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EXHIBIT 9.a.(XI)
TABLE I: LOAN GRADE DEFINITIONS.
LOAN GRADE CUSTOM SCORE RANGE MAXIMUM LOAN TO VALUE
Grade 1 240+ 110%
Grade 2 220-239 110%
Grade 3 210-219 110%
Grade 4 200-209 100%
Grade 5 190-199 100%
Grade 6 170-189 95%
TABLE IA: LOAN GRADE DEFINITIONS -- INTERNAL LOAN GRADES.
LOAN GRADE CUSTOM SCORE RANGE MAXIMUM LOAN TO VALUE
Grade 7- Thin Credit Files > 170 90%
Grade 8 - Low-Score Overrides and All Loans Less than 170. Loans N/A
Out-of-Bounds Loans > 170 that exceed LTV threshold
TABLE 2: PROPOSED POLICY RULE GRID.
POLICY RULE ALL LOAN GRADES
Under 18 years old Decline
Outside lending area - see Legal Definition Decline
Income Less than $1,500/month Decline
Contract Size Less than $5000 Decline
Conversion Vans Decline
Branded titles (Salvage, TMU) Decline
BK discharged in last 12 mos. Decline
Paid repossession or foreclosure in last 12 mos. Decline
Military Personnel Less than the rank of E3 Decline
Two open Arcadia loans (not trading) Decline
TABLE 3: PROPOSED SCORE CUTOFFS AND AUTOMATIC DECLINE STRATEGY.
SCORE CUTOFF ALL LOAN GRADES
Bureau Score Less than 520 Automatic Decline
Contract size Less than $5000 Automatic Decline
Custom Score 151-170 Buyer Decline. Limited exceptions allowed with proper approval authority.
Custom Score Less than 150 Automatic Decline
TABLE 4: PROPOSED SYSTEM LOCKS.
CHARACTERISTIC SYSTEM LOCK
Debt to Income > 60%
Payment to Income > 25%
Revolving Utilization > 150%
Loan to Value > 120%
Contract size > $50,000
Mileage > 100,000
Income < $1,400
TABLE 6. LOAN AUTHORITY MATRIX
----------------------------- ---------------- --------------- ----------------- ----------------
----------------------------- ---------------- --------------- ----------------- ----------------
CHARACTERISTIC GRADE 1 GRADE 2 GRADE 3 GRADE 4
----------------------------- ---------------- --------------- ----------------- ----------------
----------------------------- ---------------- --------------- ----------------- ----------------
Debt to Income < =50% < =50% < =50% < =50%
Max. 55% Max. 55% Max. 55% Max. 55%
Payment to Income < =18% < =18% < =18% < =15%
Max. 20% Max. 20% Max. 20% Max. 18%
Revolving Utilization < =90% < =90% < =90% < =90%
Max. 100% Max. 100% Max. 100% Max. 100%
Loan to Value < =105% < =105% < =105% < =95%
Max. 110% Max. 110% Max. 110% Max. 100%
Contract Size < =$30,000 < =$30,000 < =$30,000 < =$25,000
Max. $40K Max. $40K Max. $40K Max. $35K
Mileage < =75,000 < =75,000 < =75,000 < =75,000
Max. 100K Max. 100K Max. 100K Max. 75K
Income < =$1800 < =$1800 < =$1800 < =$1800
< =$1500 < =$1500 < =$1500 < =$1500
----------------------------- ---------------- --------------- ----------------- ----------------
----------------------------- ---------------- --------------- ----------------- ----------------
----------------------------- ----------------- ---------------- ---------------- --------------------
----------------------------- ----------------- ---------------- ---------------- --------------------
CHARACTERISTIC GRADE 5 GRADE 6 THIN FILES OUT OF BOUNDS
----------------------------- ----------------- ---------------- ---------------- --------------------
----------------------------- ----------------- ---------------- ---------------- --------------------
Debt to Income < =50% < =45% < =45% < =50%
Max. 55% Max. 50% Max. 50% Max. 55%
Payment to Income < =15% < =15% < =15% < =15%
Max. 18% Max. 18% Max. 18% Max. 18%
Revolving Utilization < =90% < =90% < =60% < =90%
Max. 100% Max. 100% Max. 80% Max. 100%
Loan to Value < =95% < =90% < =85% N/A
Max. 100% Max. 95% Max. 90% Max. 110%
Contract Size < =$25,000 < =$25,000 < =$15,000 < =$25,000
Max. $35K Max. $35K Max. $20K Max. $35K
Mileage < =75,000 < =75,000 < =75,000 < =75,000
Max. 75K Max. 75K Max. 75K Max. 75K
Income < =$1800 < =$1800 < =$1800 < =$1800
< =$1500 < =$1500 < =$1500 < =$1500
----------------------------- ----------------- ---------------- ---------------- --------------------
----------------------------- ----------------- ---------------- ---------------- --------------------
- Buyers may approve any loan that exceeds no more than one of the above
tolerances and does not exceed any of the maximum values.
- Credit Supervisors may approve any loan that exceeds no more than two of
the above tolerances and does not exceed more than one maximum value.
- Buying Center Manager approval will be required for any loan that violates
three or more tolerances or exceeds two or more maximum values.
- Regional Vice President approval required for all loans to dealership
employees, recourse paper, loans to E-4 military personnel.
- Bureau scores < 520 and contract size < $5000 are automatically declined.
- Bankruptcy, foreclosure or repossession in last 24 months and loans with
over $10,000 in unpaid collections will require Buying Center Manager
approval.
- The lowest figure between the applicant and co-applicant is applied to the
Loan Authority Matrix.
EXHIBIT 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Arcadia Financial
Ltd.., a Minnesota corporation, hereby names, constitutes and appoints
Associates Financial Services Company, Inc., its affiliates and subsidiaries, or
any of their respective authorized agents, employees or representatives, its
duly authorized attorney and agent with full power and authority to endorse or
assign notes, retail instalment contracts, negotiable instruments, motor vehicle
titles, or security instruments in our name, to receive and collect any and all
monies due and payable under such notes, contracts, and instruments, to enforce
performance of all contracts and instruments covered thereby and for such
purposes, to effect repossession of chattels or to use any other methods or
means which Associates Financial Services Company, Inc. finds necessary to
effect collection and performance; to release any and all liens and instruments
of record; to amend, supplement or replace such instruments with other like or
similar instruments to extend and modify periods and time of payment; and,
generally, to do and perform any and all things necessary and incident in the
premises, with equal rights, privileges and powers which the undersigned has had
or was entitled to exercise as the owner of the notes, retail instalment
contracts, negotiable instruments, motor vehicle titles, or security
instruments.
Attest: Arcadia Financial Ltd..
By:
------------------------------ ---------------------------------
Assistant Secretary
-------------------------------
(Typed or Printed Name)
Its:
---------------------------------
(Title)
ACKNOWLEDGMENT
STATE OF _____________ )
COUNTY OF ____________ )
On _________________, 1999 , before me, the undersigned, a Notary Public in
and for said County and State, personally appeared _________________ and
______________, known to me to be the _______________________ and
_____________________, of Arcadia Financial Ltd.., a ____________ corporation,
and known to me to be the persons who executed the within instrument on behalf
of the corporation.
Witness my hand and official seal. ___________________________________
_________________, Notary Public
My Commission Expires:
