EXECUTION COPY
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
THIS FIRST AMENDMENT dated as of June 12, 1996 (the "AMENDMENT") to
the ASSET PURCHASE AGREEMENT, dated as of December 28, 1995 (the "AGREEMENT")
among ▇▇▇▇▇▇ Guaranty Trust Company of New York (successor to ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇), as administrative agent (the "AGENT") and each of the parties
(collectively, the "APA PURCHASERS") who has (i) executed a signature page to
the Agreement or (ii) executed an Assignment of Purchase Commitment, is by and
among the parties listed above. Capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to such terms in the
Agreement.
RECITALS
WHEREAS, the Agent and the APA Purchasers wish to amend the Agreement
to add APA Purchasers and reallocate Maximum Purchases and Percentages among
existing and new APA Purchasers due to the increase in DFC's Purchase Commitment
and in the Facility Limit as provided herein, and Delaware Funding Corporation
and Olympic Financial Ltd. ("OFL") are willing to consent to such amendments
upon the terms provided for herein.
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. NEW PURCHASERS. This Amendment provides for the addition
of new Purchasers to the Asset Purchase Agreement, such addition to be evidenced
by the execution by such new Purchasers of the signature pages attached hereto
as Exhibit A.
SECTION 2. CONSENT TO INCREASE IN FACILITY LIMIT AND DFC'S PURCHASE
LIMIT. In accordance with the provisions of Section 12(a) of the Agreement, all
of the Purchasers who execute the attached signature pages hereby consent to the
increase in the Facility Limit and DFC's Purchase Limit from $200,000,000 to
$300,000,000.
SECTION 3. CONSENT TO AMENDMENT TO TRUST DOCUMENTS. In accordance
with the provisions of Section 7(b) of the Agreement, all of the Purchasers who
execute the attached signature pages hereby consent to the Amendment to Trust
Agreement, Amendment to Sale and Servicing Agreement and Supplemental Indenture
of even date herewith, substantially in the forms attached to this Amendment as
Exhibit B.
SECTION 4. AMENDMENTS OF SIGNATURE PAGES. As a result of the
addition of new Purchasers and the increase in DFC's Purchase Commitment,
pursuant to Sections 2(a), 12(a) and 13(l) of the Agreement, the Percentages and
Maximum Purchases of existing APA Purchasers are being revised. The Percentages
and Maximum Purchases of the new and existing (as revised) APA Purchasers are
specified in the executed signature pages attached to this Amendment as Exhibit
A. The attached signature pages shall supersede the signature pages to the
Agreement dated December 28, 1995, and from and after the date of this Amendment
all references to the signature pages of the Agreement shall refer to the
signature pages attached as Exhibit A to this Amendment.
SECTION 5. EFFECTIVENESS. The amendments provided for by this
Amendment shall become effective as of June 12, 1996, upon receipt by the Agent
of (i) counterparts of this Amendment, duly executed by each of the parties
hereto and (ii) written confirmation from each of S&P and ▇▇▇▇▇'▇ that such
amendments will not result in a downgrade in the ratings of the Commercial Paper
Notes.
SECTION 6. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. Except as
specifically amended or waived hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect. All references to the
Agreement in any other document or instrument shall be deemed to mean such
Agreement as amended by this Amendment. This Amendment shall not constitute a
novation of the Agreement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and obligations of the Agreement,
as amended by this Amendment, as though the terms and obligations of the
Agreement were set forth herein.
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 GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Agreement to be duly executed by their respective authorized officers as of
the day and year first above written.
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By:
------------------------
Title:
Acknowledged and consented to:
June 12, 1996
DELAWARE FUNDING CORPORATION
By: ▇▇▇▇▇▇ Guaranty Trust Company
of New York,
as attorney-in-fact for
Delaware Funding Corporation
By:
------------------------
Authorized Signatory
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Title
OLYMPIC FINANCIAL LIMITED
By:
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Authorized Signatory
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Title
3
EXHIBIT A
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
Dated as of December 28, 1995
Amended as of June 12, 1996
▇▇▇▇▇▇ Guaranty Trust Company of
New York,
as Agent and as Administrative
Agent
By:
----------------------
Authorized Signature
------------------------
Title
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 28.33%
SECTION 2.
Maximum Purchase: $85,000,000
SECTION 3.
Effective Date of Purchase Commitment: June 12, 1996
SECTION 4.
Purchase Termination Date: December 26, 1996
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
By:
------------------------
Authorized Signature
------------------------
Title
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 16.67%
SECTION 2.
Maximum Purchase: $50,000,000
SECTION 3.
Effective Date of Purchase Commitment: June 12, 1996
SECTION 4.
Purchase Termination Date: December 26, 1996
BANK OF AMERICA ILLINOIS
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By:
------------------------
Title:
By:
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Title:
A-3
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 5.00%
SECTION 2.
Maximum Purchase: $15,000,000
SECTION 3.
Effective Date of Purchase Commitment: June 12, 1996
SECTION 4.
Purchase Termination Date: December 26, 1996
THE BANK OF NOVA SCOTIA,
ATLANTA AGENCY
Suite ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
Atlanta, Georgia 30308
By:
------------------------
Title:
By:
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Title:
A-4
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 16.67%
SECTION 2.
Maximum Purchase: $50,000,000
SECTION 3.
Effective Date of Purchase Commitment: June 12, 1996
SECTION 4.
Purchase Termination Date: December 26, 1996
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
Suite ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By: ________________________
Title:
By: ________________________
Title:
A-5
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 8.33%
SECTION 2.
Maximum Purchase: $25,000,000
SECTION 3.
Effective Date of Purchase Commitment: June 12, 1996
SECTION 4.
Purchase Termination Date: December 26, 1996
COMMERZBANK AKTIENGESELLSCHAFT,
CHICAGO BRANCH
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By:
------------------------
Title:
By:
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Title:
A-6
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 8.33%
SECTION 2.
Maximum Purchase: $25,000,000
SECTION 3.
Effective Date of Purchase Commitment: June 12, 1996
SECTION 4.
Purchase Termination Date: December 26, 1996
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
P.O. Box 755
Chicago, Illinois 60690
By:
------------------------
Title:
By:
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Title:
A-7
Signature Page
with respect to
Olympic Automobile Receivables Warehouse Trust
Variable Funding Notes
Asset Purchase Agreement
SECTION 1.
Percentage: 16.67%
SECTION 2.
Maximum Purchase: $50,000,000
SECTION 3.
Effective Date of Purchase Commitment: June 12, 1996
SECTION 4.
Purchase Termination Date: December 26, 1996
BANCO SANTANDER, NEW YORK BRANCH
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
By:
------------------------
Title:
By:
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Title:
A-8