EXECUTION COPY
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ACKNOWLEDGMENT OF
REDUCTION OF PURCHASE COMMITMENT
AND CONSENT
dated as of June 30, 1997
Relating to
NOTE PURCHASE AGREEMENT
among
OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST
as Seller,
ARCADIA FINANCIAL LTD.
(formerly Olympic Financial Ltd.)
as Servicer and in its individual capacity,
DELAWARE FUNDING CORPORATION
as Purchaser,
and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent for the benefit of the DFC Owners,
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THIS ACKNOWLEDGMENT OF REDUCTION OF PURCHASE COMMITMENT dated as of
June 30, 1997 (this "ACKNOWLEDGMENT") Relating to the Note Purchase Agreement
dated as of December 28, 1995 and amended as of January 17, 1997 and May 30,
1997 (as amended and supplemented from time to time, the "NOTE PURCHASE
AGREEMENT") by and among OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST, a
Delaware business trust (the "SELLER"), ARCADIA FINANCIAL LTD., (formerly
Olympic Financial Ltd.) a Minnesota corporation, as Servicer and in its
individual capacity ("OFL"), DELAWARE FUNDING CORPORATION (with its respective
successors and assigns, the "PURCHASER"), and XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK (successor to X.X. Xxxxxx Delaware), as Administrative Agent, for the
benefit of the DFC Owners (the "ADMINISTRATIVE AGENT"), is by and among the
parties listed above. Capitalized terms used in this Acknowledgment and not
otherwise defined shall have the meanings assigned to such terms in the Note
Purchase Agreement.
RECITALS
WHEREAS, pursuant to Section 2.05(a) of the Note Purchase Agreement,
the Seller may reduce the unused Purchase Commitment and such reduction will
become effective upon the Seller's providing the Administrative Agent with
written notice of such reduction thereto; and
WHEREAS, the Purchaser and the Administrative Agent desire to
acknowledge receipt of notice of the reduction of the amount of the Purchase
Commitment.
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties to this Acknowledgment agree as follows:
SECTION 1. DECREASE IN PURCHASE COMMITMENT. In accordance with the
provisions of Section 2.05(a) of the Note Purchase Agreement, the Purchaser and
the Administrative Agent acknowledge that this Acknowledgment constitutes notice
of the reduction of the Purchase Commitment from $225,000,000 to $185,000,000.
SECTION 2. NOTE PURCHASE AGREEMENT IN FULL FORCE AND EFFECT AS
SUPPLEMENTED. Except for the reduction in the Purchase Commitment, all of the
terms and conditions of the Note Purchase Agreement shall remain in full force
and effect. All references to the Note Purchase Agreement in any other document
or instrument shall be deemed to mean the Note Purchase Agreement, as
supplemented by this Acknowledgment.
SECTION 3. EFFECTIVENESS. This Acknowledgment shall become effective
as of June 30, 1997, upon receipt by the Administrative Agent of the following:
(a) executed counterparts of this Acknowledgment; (b) an executed copy of the
Fifth Amendment Relating to the DFC Asset Purchase Agreement, dated as of the
date hereof, evidencing the termination of the Purchase
Commitments of certain APA Purchasers and the reduction of the aggregate Maximum
Purchase of remaining APA Purchasers; (c) an executed copy of the
Acknowledgement of Reduction of Purchase Commitments Relating to Certificate
Purchase Agreement among the Seller, OFL, the "Purchasers" named therein and
Xxxxxx Guaranty Trust Company of New York; and (d) confirmation by each of S&P
and Xxxxx'x of the then-current ratings of the Commercial Paper Notes.
SECTION 4. PRIOR UNDERSTANDINGS. This Acknowledgment sets forth the
entire understanding of the parties relating to the subject matter hereof, and
supersedes all prior understandings and agreements, whether written or oral.
SECTION 5. COUNTERPARTS. This Acknowledgment 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 6. GOVERNING LAW. THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
OLYMPIC AUTOMOBILE RECEIVABLES WAREHOUSE TRUST,
as Seller
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee
By:
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Name:
Title:
ARCADIA FINANCIAL LTD.
By:
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Name:
Title: Treasurer
DELAWARE FUNDING CORPORATION,
as Purchaser
By: Xxxxxx Guaranty Trust
Company of New York,
as attorney-in-fact for
Delaware Funding Corporation
By:
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Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK,
as Administrative Agent
By:
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Name:
Title:
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