FIRST AMENDMENT TO AMENDED AND RESTATED MASTER POOLING AND
This FIRST AMENDMENT TO AMENDED AND RESTATED MASTER POOLING AND
SERVICING AGREEMENT, dated as of November 19, 1999 (this "Amendment"), is
entered into by and among YAMAHA MOTOR RECEIVABLES CORPORATION, a
corporation organized and existing under the laws of the State of Delaware,
as Transferor, YAMAHA MOTOR CORPORATION, U.S.A., a corporation organized
and existing under the laws of the State of California, as Servicer, and
THE FUJI BANK AND TRUST COMPANY, a banking corporation organized under the
laws of the State of New York, as Trustee.
WHEREAS, the Transferor, the Servicer and the Trustee have
previously entered into that certain Amended and Restated Master Pooling
and Servicing Agreement, dated as of May 1, 1999 (the "Pooling and
Servicing Agreement"); and
WHEREAS, in light of recent changes to the New York Uniform
Commercial Code, the parties desire to clarify and amend specified
provisions of the Pooling and Servicing Agreement; and
WHEREAS, pursuant to Section 13.1(a) of the Pooling and Servicing
Agreement, the Transferor, the Servicer and the Trustee may amend such
agreement without the consent of any Investor Certificateholder to cure any
ambiguity, correct or supplement any inconsistent provisions or add or
change any provision of the agreement so long as the Trustee receives an
opinion of counsel to the effect that the conditions and requirements of
such Section 13.1(a) have been satisfied.
NOW, THEREFORE, in exchange for good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties
hereby agree as follows:
Section 1. Definitions.
Each capitalized term used and not otherwise defined herein has the
meaning ascribed thereto in the Pooling and Servicing Agreement.
Section 2. Amendments.
(a) Amendments to Section 1.1. Section 1.1 of the Pooling
and Servicing Agreement is hereby amended as follows:
(i) Section 1.1 of the Pooling and Servicing
Agreement is hereby amended by inserting the following defined
terms in alphabetical order:
"Control Agreement" shall have the meaning ascribed thereto
in Section 4.1(h) hereof.
"Financial Asset" shall have the meaning ascribed thereto in
Article 8 of the UCC.
"Securities Intermediary" shall have the meaning ascribed
thereto in Article 8 of the UCC.
"Specified Accounts" shall mean the Collection Account and
the Special Funding Account.
"Specified Property" shall have the meaning set forth in
(ii) Section 1.1 of the Pooling and Servicing
Agreement is hereby further amended by deleting therefrom the
defined terms "Eligible Deposit Account Property" and "Transfer."
(b) Amendment to Section 4.1(h). Section 4.1(h) of the
Pooling and Servicing Agreement is hereby amended by deleting it in its
entirety and substituting in its place the following:
(h) Specified Property. With respect to any assets
held in or credited to each Specified Account from time to
time (all of such assets and the proceeds thereof,
collectively, the "Specified Property"), the Trustee hereby
(i) All Specified Property shall be
maintained solely in the name of the Trustee and shall
solely be held as Financial Assets in or credited as
Financial Assets to the to Specified Accounts.
(ii) Each such account shall be subject to
the exclusive custody and control of the Trustee subject to
a control agreement in form and substance satisfactory to
the Trustee (each such agreement, a "Control Agreement"),
and, subject to the terms of any such Control Agreement, the
Trustee shall have sole signature authority with respect
(iii) Notwithstanding the foregoing, any
Specified Property consisting of a Financial Asset
(including, without limitation, Investment Property or
negotiable Instruments) may also be: (A) delivered to the
Trustee by the crediting of such asset by book entry to a
Specified Account so long as the related Eligible
Institution is a Securities Intermediary that has agreed in
writing to treat solely the Trustee as entitled to exercise
the rights that are evidenced by such property; and (B)
thereafter maintained (pending maturity or disposition) in
accordance with the foregoing; and
(iv) Upon the delivery to the Trustee of any
Specified Property in accordance with this Section 4.1(h),
the Trustee shall be deemed to have represented that it has
acquired the Specified Property for value, in good faith and
without notice of any adverse claim thereon or thereto.
Section 3. Representations and Warranties.
Each party, by executing this Amendment, hereby represents and
warrants that the Person executing this Amendment on behalf of such party
is duly authorized to do so, such party has full right and authority to
enter into this Amendment and to consummate the transactions described in
this Amendment, and this Amendment constitutes the valid and legally
binding obligation of such party and is enforceable against such party in
accordance with its terms.
Section 4. Effective Date.
This Amendment shall become effective as of the date first written
above upon the execution and delivery of this Amendment by all of the
Section 5. Miscellaneous.
(a) Ratification of Pooling and Servicing Agreement. The
terms and provisions set forth in this Amendment shall modify and supersede
all inconsistent terms and provisions set forth in the Pooling and
Servicing Agreement and, except as expressly modified and superseded by
this Amendment, the Pooling and Servicing Agreement is ratified and
confirmed in all respects and shall continue in full force and effect.
(b) References. The Pooling and Servicing Agreement, and all
other agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the
Pooling and Servicing Agreement as amended hereby, is hereby amended so
that any reference in such agreement to the Pooling and Servicing Agreement
shall mean a reference to such agreement as amended hereby.
(c) Counterparts. This Amendment may be executed in two or
more counterparts, each of which will be deemed to be an original but all
of which together will constitute one and the same instrument.
(d) Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws of the State of New York.
(e) Binding Agreement. This Amendment shall be binding upon
and inure to the benefit of the parties hereto, the Investor
Certificateholders and the Certificate Owners and their respective
successors and assigns
(f) Notice. Promptly upon execution of this Amendment, the
Trustee shall provide written notice of the substance of this Amendment to
each Investor Certificateholder and the Servicer shall provide written
notice of the substance of this Amendment to each Rating Agency.
IN WITNESS WHEREOF, this Amendment has been signed and delivered by
the parties hereto as of the date first written above.
YAMAHA MOTOR RECEIVABLES
CORPORATION, as Transferor
YAMAHA MOTOR CORPORATION, U.S.A, as
THE FUJI BANK AND TRUST COMPANY, not
in its individual capacity but
solely as Trustee