EXHIBIT 4.3
EXECUTION COPY
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BOMBARDIER CREDIT RECEIVABLES CORPORATION
Depositor
BOMBARDIER CAPITAL INC.
Servicer
and
BANKERS TRUST COMPANY
Trustee
Bombardier Receivables Master Trust I
AMENDMENT NUMBER 2
Dated as of October 19, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
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Amendment Number 2 dated as of October 19, 1999 (this "Amendment") to the
Pooling and Servicing Agreement dated as of January 1, 1994, as amended by
Amendment Number 1 dated as of January 1, 1997 (as amended by Amendment Number
1, the "Agreement"), each among Bombardier Credit Receivables Corporation (the
"Depositor"), a Delaware corporation, as Depositor, Bombardier Capital Inc.
("BCI"), a Massachusetts corporation, as Servicer, and Bankers Trust Company, a
New York banking corporation, as Trustee.
WHEREAS, Section 13.01 of the Agreement provides that, under the
circumstances and subject to the conditions set forth therein, the Agreement may
be amended from time to time and, in accordance therewith, by the execution and
delivery of this Amendment, the parties hereby amend the Agreement to the extent
and on the terms set forth in this Amendment.
WHEREAS, the Depositor and BCI have entered into a Series 1997-1 Supplement
dated as of January 1, 1997 among the Depositor, BCI and Bankers Trust Company,
as Trustee (the "Series 1997-1 Supplement");
WHEREAS, the Depositor and BCI have entered into a Series 1996-1 Supplement
dated as of May 14, 1996 among the Depositor, BCI and Bankers Trust Company, as
Trustee (as amended and restated on April 16, 1997 and as thereafter amended,
the "Series 1996-1 Supplement");
WHEREAS, the Depositor and BCI have entered into a Series 1997-2 Supplement
dated as of December 10, 1997 among the Depositor, BCI and Bankers Trust
Company, as Trustee (as amended, the "Series 1997-2 Supplement"); and
WHEREAS, (i) with respect to the Series 1997-1 Supplement, an opinion of
counsel for the Depositor has been delivered to the Trustee, (ii) with respect
to the Series 1996-1 Supplement, the Administrative Agent (as defined therein)
has consented to this Amendment, and (iii) with respect to the Series 1997-2
Supplement, the Administrative Agent (as defined therein) has consented to this
Amendment.
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and for the benefit of
the Certificateholders and the other Beneficiaries to the extent provided
herein:
ARTICLE I
Definitions
SECTION 1.01. Cross Reference to Definitions in Agreement. Capitalized
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terms used in this Amendment and not defined herein or amended by the terms of
this Amendment shall have the meaning assigned to such terms in the Agreement.
SECTION 1.02. Terms Confined to this Amendment. Whenever used in this
Amendment, the following words shall have the following meanings:
"Amendment" shall mean this Amendment Number 2 dated as of October 19, 1999
to the Agreement, as such Amendment Number 2 may be modified, amended and
supplemented hereafter.
"Series 1997-1 Certificates" shall mean those Certificates issued pursuant
to the Supplement to the Agreement designated as the Series 1997-1 Supplement
dated as of January 1, 1997, as modified, amended and supplemented from time to
time.
"Series 1997-1 Final Payment Date" shall mean the date on which the full
amount of the principal amount of the Series 1997-1 Certificates and all
interest accrued thereon have been paid in full.
ARTICLE II
Amendments to Definitions
SECTION 2.01. As of the Series 1997-1 Final Payment Date, the definition of
"Defaulted Receivables" shall be amended to read as follows:
"Defaulted Receivables" shall mean, for any Collection Period, without
duplication, (a) all Receivables (other than Receivables that were designated as
Ineligible Receivables at the time of transfer to the Trust) in an Account which
are charged off by the Servicer as uncollectible in respect of the immediately
preceding Collection Period, (b) all Receivables that have been SAU for more
than 90 days, and (c) all Receivables which were Eligible Receivables when
transferred to the Trust on the initial Closing Date or the related Addition
Date or on their respective Transfer Date, which arose in an Account that
thereafter became an Ineligible Account and which were not Eligible Receivables
for any six consecutive Distribution Dates (inclusive of the Distribution Date
on which such determination is being made) after such Account became an
Ineligible Account. Receivables will not be Defaulted Receivables merely because
they become Ineligible Receivables.
ARTICLE III
Miscellaneous
SECTION 3.01. Counterparts. This Amendment may be executed in two or
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more counterparts (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.
SECTION 3.02. Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation or any
provision hereof.
SECTION 3.03. 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 3.04. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.
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IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused
this Amendment to be duly executed by their respective officers as of the day
and year specified on the signature page hereof.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, Depositor
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Treasurer
By: /s/ Xxxx X'Xxxxx
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Name: Xxxx X'Xxxxx
Title: Secretary
BOMBARDIER CAPITAL INC., Servicer
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Treasurer
By: /s/ Xxxx X'Xxxxx
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Name: Xxxx X'Xxxxx
Title: Secretary
BANKERS TRUST COMPANY, Trustee
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
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Consented to by:
XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent as
defined in the Series 1996-1
Supplement, and as attorney-in-fact for
the Delaware Funding Corporation as APA
Purchaser under that Asset Purchase
Agreement dated as of May 14, 1996, as
amended
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Consented to by:
ABN AMRO BANK N.V., as Administrative
Agent
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Consented to by:
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, as holder of the Variable
Funding Certificate
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Treasurer
By: Xxxx X'Xxxxx
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Name: Xxxx X'Xxxxx
Title: Secretary
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