EXHIBIT 4.12
================================================================================
BOMBARDIER CREDIT RECEIVABLES CORPORATION
Depositor
BOMBARDIER CAPITAL INC.
Servicer
and
DEUTSCHE BANK TRUST
COMPANY AMERICAS
(formerly known as Bankers Trust Company)
Trustee
Bombardier Receivables Master Trust I
AMENDMENT NUMBER 5
Dated as of September 1, 2002
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
================================================================================
Amendment Number 5 dated as of September 1, 2002 (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, by Amendment
Number 2 dated as of October 19, 1999, by Amendment Number 3 dated October 19,
1999 and by Amendment Number 4 dated as of May 31, 2002 (as so amended the
"Pooling and Servicing Agreement"), each among Bombardier Credit Receivables
Corporation, a Delaware corporation, as Depositor, Bombardier Capital Inc.
("BCI"), a Massachusetts corporation, as Servicer, and Deutsche Bank Trust
Company Americas (formerly known as Bankers Trust Company), a New York banking
corporation, as Trustee (the "Trustee").
WHEREAS, the Depositor, the Servicer and the Trustee entered
into the Pooling and Servicing Agreement.
WHEREAS, revisions to Article 9 of the Uniform Commercial
Code ("UCC") became effective in the State of Vermont and other jurisdictions
on July 1, 2001, and, among other things, such revisions changed in certain
respects the law governing perfection of certain security interests created
under the UCC; and
WHEREAS, the Depositor, the Servicer and the Trustee wish to
amend the Pooling and Servicing Agreement in accordance with Section 13.01(a)
thereof in connection with the revisions to the UCC referred to in the preceding
recital.
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
Pooling and Servicing Agreement.
ARTICLE II
Amendments
SECTION 2.01. The Pooling and Servicing Agreement is hereby
amended as follows:
(i) each reference to "the UCC as in effect in the State
of Vermont" in the Pooling and Servicing Agreement is replaced
with a reference to "the UCC as in effect in the applicable
jurisdiction";
(ii) each reference to "Section 9-105 of the UCC" in the
Pooling and Servicing Agreement is hereby replaced with a
reference to "Section 9-102 of the UCC", and each reference to
"Section 9-306 of the UCC" in the Pooling and
Servicing Agreement is hereby replaced with a reference to
"Section 9-315 of the UCC"; and
(iii) the words "with the Secretary of the State of
Vermont" in the tenth line of paragraph (m) of Section 2.03 of
the Pooling and Servicing Agreement are hereby deleted in
their entirety.
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 Pooling and Servicing Agreement shall remain in full force and effect.
All references to the Pooling and Servicing Agreement in any other document or
instrument shall be deemed to mean the Pooling and Servicing Agreement as
amended by this Amendment. This Amendment shall not constitute a novation of the
Pooling and Servicing Agreement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and obligations of the Pooling and
Servicing Agreement, as amended by this Amendment.
SECTION 3.04. Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
2
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 first above written.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, Depositor
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
BOMBARDIER CAPITAL INC., Servicer
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS (formerly known as Bankers Trust
Company), as Trustee
By:
------------------------------------------
Name:
Title:
3
