Exhibit 4.4
AMENDMENT NO. 1
dated as of March 11, 1998
among
GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
GREEN TREE FINANCIAL CORPORATION
Servicer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee
to the
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1995
Green Tree Floorplan Receivables Master Trust
This Amendment No. 1, dated as of March 11, 1998, to the POOLING AND
SERVICING AGREEMENT, dated as of December1, 1995, is entered into by and among
GREEN TREE FLOORPLAN FUNDING CORP., a corporation organized and existing under
the laws of the State of Delaware, as Transferor, GREEN TREE FINANCIAL
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware, as Servicer, and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a
national banking association, as Trustee.
WHEREAS, Section 13.1(a) of the Pooling and Servicing Agreement permits
amendment of the Pooling and Servicing Agreement, without the consent of any of
the Certificateholders, upon the terms and conditions specified therein; and
WHEREAS, the parties hereto desire to amend the Pooling and Servicing
Agreement.
NOW, THEREFORE, the parties hereto hereby agree that the Pooling and
Servicing Agreement is hereby amended effective as of the date hereof as
follows:
1. DEFINITIONS.
(a) ADDITIONAL DEFINITIONS. The following definitions are hereby added
to Section 1.1 of the Pooling and Servicing Agreement:
"PARTICIPATION AGREEMENT" shall mean an agreement among Green
Tree or one of its subsidiaries and a participant pursuant to which
Green Tree or such subsidiary, as applicable, conveys to such
participant an individed interest in receivables arising under a
revolving credit arrangement established by Green Tree (or one of its
subsidiaries) with a Dealer in connection with the Floorplan Business
or the Asset Based Lending Business.
"PARTICIPATION INTEREST" shall mean the undivided interest
created pursuant to a Participation Agreement and conveyed to the
participant party to such Participation Agreement (or its successor in
interest).
(b) REVISED DEFINITIONS.
(i) The definition of "Receivables" contained in the Pooling and
Servicing Agreement is hereby amended in its entirety to read as follows:
"RECEIVABLES" shall mean, with respect to an Account, all
amounts payable (including interest, finance charges and other
charges), and the obligation to pay such amounts, by the related Dealer
from time to time in respect of advances made by Green Tree to or on
behalf of such Dealer in connection with the Floorplan Business or the
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Asset Based Lending Business, as the case may be, together with the
group of writings evidencing such amounts and the security interest
created in connection therewith and all of the rights, remedies, powers
and privileges thereunder (including under the related Financing
Agreement); provided that if a Participation Interest has been created
in respect of such Account, the amounts payable by the related Dealer
that are allocable to such Participation Interest shall not be part of
the "Receivables" arising under such Account. Receivables which become
Defaulted Receivables will cease to be included as Receivables on the
day on which they become Defaulted Receivables. Receivables which Green
Tree is unable to transfer to the Transferor pursuant to the Purchase
Agreement or which the Transferor is unable to transfer to the Trust as
provided in Section 2.6(d) and Receivables which arise in Designated
Accounts from and after the related Removal Commencement Date shall not
be included in calculating the amount of Receivables.
(ii) The definition of "Eligible Receivable" contained in the Pooling
and Servicing Agreement is hereby amended by deleting "and" at the end of clause
(m), adding "; and" at the end of clause (n), and adding a new clause (o) which
shall read in its entirety as follows:
(o) the Participation Agreement, if any, relating to the
Account in which such Receivable arises
(i) permits the transfer of all receivables arising in such
Account, subject to the Participation Interest created
pursuant to such Participation Agreement, to a securitization
vehicle such as the Transferor and the Trust,
(ii) provides that the related Participation Interest is PARI
PASSU in all respects (other than non-subordinated interest
strips and fees) with such Receivable,
(iii) contains an agreement by the participant that such
participant shall have no rights against the securitization
vehicle or any successor servicer for such securitization
vehicle, other than in connection with funds allocable to the
participant on account of such Participation Interest that
have been improperly withheld by the securitization vehicle or
such successor servicer, and
(iv) contains an agreement by the participant that the
participant will not, for any reason,
(A) institute proceedings for the Trust to be adjudicated
a bankrupt or insolvent, or
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(B) consent to, or cooperate with the institution of
bankruptcy or insolvency proceedings against the Trust,
or
(C) file a petition with respect to the Trust seeking or
consenting to reorganization or relief under any
applicable Federal or state law relating to bankruptcy,
or
(D) consent to, join in or cooperate with the appointment
of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trust or
a substantial part of its property, or
(E) cause or permit the Trust to make any assignment for
the benefit of its creditors, or admit in writing its
inability to pay its debts generally as they become due,
or declare or effect a moratorium on its debt or take any
action in furtherance of any such action.
(c) EXISTING DEFINITIONS. Each term used but not defined herein shall
have the meaning assigned to such term in the Pooling and Servicing Agreement.
2. COUNTERPARTS. This Amendment No. 1 to the Pooling and Servicing
Agreement 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 Pooling and Servicing Agreement.
3. RATIFICATION OF POOLING AND SERVICING AGREEMENT. Except as provided
herein, all provisions, terms and conditions of the Pooling and Servicing
Agreement, including each Series Supplement, shall remain in full force and
effect. As amended hereby, the Pooling and Servicing Agreement, including each
Series Supplement, is ratified and confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers as of the day and year first above
written.
GREEN TREE FLOORPLAN FUNDING
CORP., Transferor
By:
--------------------------------
Name:
Title:
GREEN TREE FINANCIAL
CORPORATION, Servicer
By:
--------------------------------
Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:
--------------------------------
Name:
Title:
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