EXHIBIT 4.10
================================================================================
BOMBARDIER CREDIT RECEIVABLES CORPORATION
Depositor
BOMBARDIER CAPITAL INC.
Servicer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
Trustee
Bombardier Receivables Master Trust I
AMENDMENT NUMBER 4
Dated as of May 31, 2002
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
================================================================================
AMENDMENT NUMBER 4 dated as of May 31, 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 and by Amendment Number 3 dated as of October 19, 1999 (as
amended by Amendment Number 1, Amendment Number 2 and Amendment Number 3, the
"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, as set forth in Section 13.01 of the Agreement, the Agreement
may be amended without the consent of any of the Certificateholders provided
that such action shall not as evidenced by an Opinion of Counsel for the
Depositor, adversely affect in any material respect the interest of any
Certificateholder or the interest of the Holder of the Variable Funding
Certificate.
WHEREAS, as set forth in Section 13.02(d) of the Agreement, upon the
execution and delivery of the Servicer is required to deliver an Opinion of
Counsel to the effect specified in Exhibit G-1 to the Agreement.
WHEREAS, such Opinion of Counsel will be delivered to the Trustee as
required under Section 13.01 and Section 13.02(d) of the Agreement
simultaneously with the execution of 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
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 4 dated as of May 31, 2002
to the Agreement, as such Amendment Number 4 may be modified, amended and
supplemented hereafter.
ARTICLE II
SECTION 2.01. There shall hereby be added to the Agreement Section
13.18, which shall read in its entirety as follows:
2
SECTION 13.18. Sales of Receivables. Neither the Trust nor the
Trustee acting on behalf of the Trust shall sell, pledge, liquidate or
otherwise transfer or dispose of Receivables except pursuant to the
provisions of this Agreement that permit or require such sale, pledge,
liquidation or other transfer or disposition or as required by law.
ARTICLE III
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 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.
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 herein.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, Depositor
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
3
BOMBARDIER CAPITAL INC., Servicer
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, Trustee
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
4
