AMENDMENT
dated as of September 21, 1995
among
OLYMPIC FINANCIAL LTD.
OLYMPIC RECEIVABLES FINANCE CORP.
FINANCIAL SECURITY ASSURANCE INC.
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Collateral Agent
to
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, 1994
Series 1993-C Supplement dated as of August 17, 1993
Series 1993-B Supplement dated as of June 11, 1993,
as amended and restated as of December 2, 1994
to
Spread Account Agreement
dated as of March 24,1993
as amended and restated as of September 21, 1995
Amendment, dated as of September 21, 1995, 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 Series 1995-C
Supplement dated as of June 15, 1995 (the "Series 1995-C Supplement"), Series
1995-B Supplement dated as of March 15, 1995 (the "Series 1995-B Supplement"),
Series 1995-A Supplement dated as of February 9, 1995 (the "Series 1995-A
Supplement"), Series 1994-B Supplement dated as of September 23, 1994 (the
"Series 1994-B Supplement"), Series 1994-A Supplement dated as of April 5,
1994 (the "Series 1994-A Supplement"), Series 1993-D Supplement dated as of
December 2, 1994 (the "Series 1993-D Supplement"), Series 1993-C Supplement
dated as of August 17, 1993 (the "Series 1993-C Supplement") and the Series
1993-B Supplement dated as of June 11, 1993, as amended and restated as of
December 2, 1994 (the "Series 1993-B Supplement") (collectively, the "Series
Supplements") to the Spread Account Agreement, dated as of March 25, 1993, as
amended and restated as of September 21, 1995, 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.
(a) The definition of "Trigger Event" in the Series 1995-C Series
Supplement is amended to read in its entirety as follows:
"TRIGGER EVENT" means, with respect to Series 1995-C and as of a
Determination Date the occurrence of any of the following events:
i) the Delinquency Ratio for such Determination Date shall be equal to or
greater than 5%;
ii) the Average Delinquency Ratio for such Determination Date shall be
equal to or greater than 3%;
iii) the Average Default Rate shall be equal to or greater than (A) 4.5%,
with respect to any Determination Date occurring on or prior to the
nine month anniversary of the Series 1995-C Closing Date, (B) 5.75%,
with respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1995-C Closing Date, or (C) 4.5%, with respect to each
Determination Date thereafter; or
iv) the Average Net Loss shall be equal to or greater than (A) 2%, with
respect to any Determination Date occurring on or prior to the nine
month anniversary of the Series 1995-C Closing Date, (B) 2.5%, with
respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1995-C Closing Date, or (C) 2%, with respect to each
Determination date thereafter.
(b) The definition of "Trigger Event" in the Series 1995-B Series
Supplement is amended to read in its entirety as follows:
"TRIGGER EVENT" means, with respect to Series 1995-B and as of a
Determination Date the occurrence of any of the following events:
i) the Delinquency Ratio for such Determination Date shall be equal to or
greater than 5%;
ii) the Average Delinquency Ratio for such Determination Date shall be
equal to or greater than 3%;
iii) the Average Default Rate shall be equal to or greater than (A) 4.5%,
with respect to any Determination Date occurring on or prior to the
nine month anniversary of the Series 1995-B Closing Date, (B) 5.75%,
with respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1995-B Closing Date, or (C) 4.5%, with respect to each
Determination Date thereafter; or
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iv) the Average Net Loss shall be equal to or greater than (A) 2%, with
respect to any Determination Date occurring on or prior to the nine
month anniversary of the Series 1995-B Closing Date, (B) 2.5%, with
respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1995-B Closing Date, or (C) 2%, with respect to each
Determination date thereafter.
(c) The definition of "Trigger Event" in the Series 1995-A Series
Supplement is amended to read in its entirety as follows:
"TRIGGER EVENT" means, with respect to Series 1995-A and as of a
Determination Date the occurrence of any of the following events:
i) the Delinquency Ratio for such Determination Date shall be equal to or
greater than 5%;
ii) the Average Delinquency Ratio for such Determination Date shall be
equal to or greater than 3%;
iii) the Average Default Rate shall be equal to or greater than (A) 4.5%,
with respect to any Determination Date occurring on or prior to the
nine month anniversary of the Series 1995-A Closing Date, (B) 5.75%,
with respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1995-A Closing Date, or (C) 4.5%, with respect to each
Determination Date thereafter; or
iv) the Average Net Loss shall be equal to or greater than (A) 2%, with
respect to any Determination Date occurring on or prior to the nine
month anniversary of the Series 1995-A Closing Date, (B) 2.5%, with
respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1995-A Closing Date, or (C) 2%, with respect to each
Determination date thereafter.
(d) The definition of "Trigger Event" in the Series 1994-B Series
Supplement is amended to read in its entirety as follows:
"TRIGGER EVENT" means, with respect to Series 1994-B and as of a
Determination Date the occurrence of any of the following events:
i) the Delinquency Ratio for such Determination Date shall be equal to or
greater than 5%;
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ii) the Average Delinquency Ratio for such Determination Date shall be
equal to or greater than 3%;
iii) the Average Default Rate shall be equal to or greater than (A) 4.5%,
with respect to any Determination Date occurring on or prior to the
nine month anniversary of the Series 1994-B Closing Date, (B) 5.75%,
with respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1994-B Closing Date, or (C) 4.5%, with respect to each
Determination Date thereafter; or
iv) the Average Net Loss shall be equal to or greater than (A) 2%, with
respect to any Determination Date occurring on or prior to the nine
month anniversary of the Series 1994-B Closing Date, (B) 2.5%, with
respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1994-B Closing Date, or (C) 2%, with respect to each
Determination date thereafter.
(e) The definition of "Trigger Event" in the Series 1994-A Series
Supplement is amended to read in its entirety as follows:
"TRIGGER EVENT" means, with respect to Series 1994-A and as of a
Determination Date the occurrence of any of the following events:
i) the Delinquency Ratio for such Determination Date shall be equal to or
greater than 5%;
ii) the Average Delinquency Ratio for such Determination Date shall be
equal to or greater than 3%;
iii) the Average Default Rate shall be equal to or greater than (A) 4.5%,
with respect to any Determination Date occurring on or prior to the
nine month anniversary of the Series 1994-A Closing Date, (B) 5.75%,
with respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1994-A Closing Date, or (C) 4.5%, with respect to each
Determination Date thereafter; or
iv) the Average Net Loss shall be equal to or greater than (A) 2%, with
respect to any Determination Date occurring on or prior to the nine
month anniversary of the Series 1994-A Closing Date, (B) 2.5%, with
respect to any Determination Date occurring after the nine month
4
anniversary, and on or prior to the 18 month anniversary, of the
Series 1994-A Closing Date, or (C) 2%, with respect to each
Determination date thereafter.
(f) The definition of "Trigger Event" in the Series 1993-D Series
Supplement is amended to read in its entirety as follows:
"TRIGGER EVENT" means, with respect to Series 1993-D and as of a
Determination Date the occurrence of any of the following events:
i) the Delinquency Ratio for such Determination Date shall be equal to or
greater than 5%;
ii) the Average Delinquency Ratio for such Determination Date shall be
equal to or greater than 3%;
iii) the Average Default Rate shall be equal to or greater than (A) 4.5%,
with respect to any Determination Date occurring on or prior to the
nine month anniversary of the Series 1993-D Closing Date, (B) 5.75%,
with respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1993-D Closing Date, or (C) 4.5%, with respect to each
Determination Date thereafter; or
iv) the Average Net Loss shall be equal to or greater than (A) 2%, with
respect to any Determination Date occurring on or prior to the nine
month anniversary of the Series 1993-D Closing Date, (B) 2.5%, with
respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1993-D Closing Date, or (C) 2%, with respect to each
Determination date thereafter.
(g) The definition of "Trigger Event" in the Series 1993-C Series
Supplement is amended to read in its entirety as follows:
"TRIGGER EVENT" means, with respect to Series 1993-C and as of a
Determination Date the occurrence of any of the following events:
i) the Delinquency Ratio for such Determination Date shall be equal to or
greater than 5%;
ii) the Average Delinquency Ratio for such Determination Date shall be
equal to or greater than 3%;
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iii) the Average Default Rate shall be equal to or greater than (A)
4.5%, with respect to any Determination Date occurring on or prior
to the nine month anniversary of the Series 1993-C Closing Date,
(B) 5.75%, with respect to any Determination Date occurring after
the nine month anniversary, and on or prior to the 18 month
anniversary, of the Series 1993-C Closing Date, or (C) 4.5%, with
respect to each Determination Date thereafter; or
iv) the Average Net Loss shall be equal to or greater than (A) 2%, with
respect to any Determination Date occurring on or prior to the nine
month anniversary of the Series 1993-C Closing Date, (B) 2.5%, with
respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1993-C Closing Date, or (C) 2%, with respect to each
Determination date thereafter.
(h) The definition of "Trigger Event" in the Series 1993-B Series
Supplement is amended to read in its entirety as follows:
"TRIGGER EVENT" means, with respect to Series 1993-B and as of a
Determination Date the occurrence of any of the following events:
i) the Delinquency Ratio for such Determination Date shall be equal to or
greater than 5%;
ii) the Average Delinquency Ratio for such Determination Date shall be
equal to or greater than 3%;
iii) the Average Default Rate shall be equal to or greater than (A) 4.5%,
with respect to any Determination Date occurring on or prior to the
nine month anniversary of the Series 1993-B Closing Date, (B) 5.75%,
with respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1993-B Closing Date, or (C) 4.5%, with respect to each
Determination Date thereafter; or
iv) the Average Net Loss shall be equal to or greater than (A) 2%, with
respect to any Determination Date occurring on or prior to the nine
month anniversary of the Series 1993-B Closing Date, (B) 2.5%, with
respect to any Determination Date occurring after the nine month
anniversary, and on or prior to the 18 month anniversary, of the
Series 1993-B Closing Date, or (C) 2%, with respect to each
Determination date thereafter.
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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.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Series Supplements as of the date set forth on the first page hereof.
OLYMPIC FINANCIAL LTD.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
OLYMPIC RECEIVABLES FINANCE CORP.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
FINANCIAL SECURITY ASSURANCE INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Collateral Agent
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
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It is hereby acknowledged that the Parties are effecting this Amendment and
hereby confirmed that the respective ratings of rated securities with respect
to Series 1995-C, Series 1995-B, Series 1995-A, Series 1994-B, Series 1994-A,
Series 1993-D, Series 1993-C and Series 1993-B will not be reduced or
withdrawn as a result of the effectiveness of this Amendment and the ratings
of rated securities with respect to Series 1993-A will not be reduced or
withdrawn as a result of the effectiveness of the Amended and Restated Spread
Account Agreement dated as of even date hereof.
STANDARD AND POOR'S RATINGS GROUP
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Rating Analyst