AMENDMENT
to the Series 1994-1 Supplement
to the Pooling and Servicing Agreement
This Amendment (the "Amendment"), dated as of October 11,
1996, to the Series 1994-1 Supplement (as heretofore amended and
supplemented, the "Series 1994-1 Supplement") dated as of
February 1, 1994, to the Pooling and Servicing Agreement (as
heretofore amended and supplemented, the "Pooling and Servicing
and Agreement"), dated as of June 1, 1993, by and between
PEOPLE'S BANK, a Connecticut capital stock savings bank
("People's Bank"), as Seller and Servicer, and BANKERS TRUST
COMPANY, a banking corporation organized and existing under the
laws of the State of New York, as Trustee.
W I T N E S S E T H
WHEREAS, Section 13.1 of the Pooling and Servicing Agreement
permits amendment of the Pooling and Servicing Agreement and any
Supplement thereto upon the terms and conditions specified
therein;
WHEREAS, the parties hereto wish to amend the Pooling and
Servicing Agreement in order to correct, and cure an
inconsistency in, Section 9A(f) of the Series 1994-1 Supplement
in the manner set forth in this Amendment;
WHEREAS, the Certificate Insurer wishes to evidence its
consent to such amendment.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. Definitions. For purposes of this Amendment,
terms used herein (including the preamble and recitals hereto)
and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement and the Series
1994-1 Supplement, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms
of the Pooling and Servicing Agreement.
SECTION 2. References to this Amendment. The words
"hereof", "herein" and "hereunder" and words of similar import
when used in this Amendment refer to this Amendment as a whole
and not to any particular provision of this Amendment.
SECTION 3. Amendment to Section 9A(f) of the Series 1994-1
Supplement. Clause (f) of Section 9A of the Series 1994-1
Supplement is hereby amended in its entirety to read as follows:
"(f) on any Transfer Date, the sum of the Available
Surety Bond Amount and the Available Cash Collateral Amount
shall be less than 3% of the Initial Investor Interest;"
SECTION 4. Effect of Amendment. Except as expressly
amended and modified by this Amendment, the Series 1994-1
Supplement and the Pooling and Servicing Agreement and all rights
and remedies of the parties thereunder are and shall continue to
be in full force and effect in accordance with the terms thereof,
and the same are hereby ratified and confirmed in all such
respects by the parties hereto.
SECTION 5. Waiver of Notice. Each of the parties hereto
(including the acknowledging party) waives any prior notice and
any notice period that may be required by any other agreement or
document in connection with the execution of this Amendment.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS.
SECTION 7. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute
one and the same agreement.
SECTION 8. Headings. The headings of this Amendment are
for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers
or agents thereunto authorized, as of the date first written
above.
PEOPLE'S BANK,
Seller and Servicer
By: /s/Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
BANKERS TRUST COMPANY,
not in its individual
capacity but solely as
Trustee
By: /s/Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
Acknowledged and Agreed to:
FINANCIAL GUARANTY INSURANCE COMPANY
By: /s/Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Authorized Officer
