EXHIBIT 4.4
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 3
Dated as of October 19, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
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Amendment Number 3 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 and by Amendment Number 2 dated
as of October 19, 1999 (as amended by Amendment Number 1 and Amendment Number 2,
the "Agreement"), each among Bombardier Credit Receivables Corporation, 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 (the "Trustee").
WHEREAS, as set forth in the definition "Eligible Receivables" such
definition may be amended without complying with the terms of Section 13.01 of
the Agreement if (i) BCI delivers to the Trustee a certificate of an authorized
officer (the "Officer's Certificate") stating that, in the reasonable belief of
BCI, such amendment will not, at the date of such amendment adversely affect, in
a material way, the interest of the Certificateholders and (ii) the Rating
Agency condition is satisfied.
WHEREAS, (i) the Officer's Certificate has been delivered and evidence
thereof is attached to this Amendment and (ii) the Rating Agency condition has
been satisfied and evidence thereof is attached 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
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 3 dated as of October 19, 1999
to the Agreement, as such Amendment Number 3 may be modified, amended and
supplemented hereafter.
ARTICLE II
Amendments to Definitions
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SECTION 2.01. As of October 19, 1999 the definition of "Eligible
Receivable" shall be amended to delete the following:
that "Eligible Receivables" shall not include any Domestic Inventory
Receivables that have not been paid in full within 491 days following the
origination thereof, subject, however, to the limitation that, for the period
from January 23, 1997 through May 31, 1998, with respect to Domestic Inventory
Receivables included in the Pool Balance on January 23, 1997, no more than 10%
of the aggregate principal balance of such Domestic Inventory Receivables will
be excluded from Eligible Receivables pursuant to this proviso, and subject
further to the limitation that, with respect to each Origination Period
commencing on or after June 1, 1998, no more than 10% of the aggregate principal
balance of Domestic Inventory Receivables originated and transferred to the
Trust during the four month period commencing 16 months prior to each
Origination Period will be excluded from Eligible Receivables pursuant to this
proviso;
provided further,
ARTICLE III
Miscellaneous
SECTION 3.01. Counterparts. This Amendment may be executed in two or 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 under
that Series 1996-1 Supplement dated as
of May 14, 1996, among the Depositor,
BCI and the Trustee as amended and
restated on April 16, 1997 and as
thereafter amended and as
attorney-in-fact for the Delaware
Funding Corporation as APA Purchaser
under that Asset Purchase Agreement
dated 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: /s/ Xxxx X'Xxxxx
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Name: Xxxx X'Xxxxx
Title: Secretary
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