0001104659-04-009452 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED MASTER POOLING AND SERVICING AGREEMENT
Master Pooling and Servicing Agreement • April 5th, 2004 • Yamaha Motor Receivables Corp • Asset-backed securities • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER POOLING AND SERVICING AGREEMENT, dated as of April 1, 2004 (this “Amendment”), is by and among Yamaha Motor Receivables Corporation, a Delaware corporation (“Transferor”), Yamaha Motor Corporation, U.S.A., a California corporation (“Servicer”), and JPMorgan Chase Bank, a New York banking corporation (formerly known as The Chase Manhattan Bank which was successor by assignment to The Fuji Bank and Trust Company), as trustee (“Trustee”).

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AMENDMENT NO. 1 TO SERIES 2000-1 SUPPLEMENT (Yamaha Motor Master Trust/Float Rate Series 2000-1)
Series 2000-1 Supplement • April 5th, 2004 • Yamaha Motor Receivables Corp • Asset-backed securities • New York

AMENDMENT NO. 1 TO SERIES 2000-1 SUPPLEMENT (this “Amendment”), dated as of April 1, 2004, is by and among YAMAHA MOTOR RECEIVABLES CORPORATION, a Delaware corporation, as transferor (hereinafter, together with its successors and assigns in such capacity, the “Transferor”), YAMAHA MOTOR CORPORATION, U.S.A., a California corporation (“Yamaha”), as servicer (hereinafter, together with its successors and assigns in such capacity, the “Servicer”) and JPMORGAN CHASE BANK, a New York banking corporation, as trustee (hereinafter, together with its successors and assigns in such capacity, the “Trustee”).

SECOND AMENDMENT TO SERVICING AGREEMENT
Servicing Agreement • April 5th, 2004 • Yamaha Motor Receivables Corp • Asset-backed securities • California

THIS SECOND AMENDMENT TO SERVICING AGREEMENT, dated as of April 1, 2004 (this “Amendment”), is by and between Yamaha Motor Corporation, U.S.A., a California corporation (“Yamaha”) and GE Commercial Distribution Finance Corporation, a Nevada corporation (formerly known as Deutsche Financial Services Corporation which was formerly known as ITT Commercial Finance Corp.) (“GE Commercial”).

AMENDMENT NO. 2 TO SERIES 1999-1 SUPPLEMENT (Yamaha Motor Master Trust/Float Rate Series 1999-1)
Series 1999-1 Supplement • April 5th, 2004 • Yamaha Motor Receivables Corp • Asset-backed securities • New York

AMENDMENT NO. 2 TO SERIES 1999-1 SUPPLEMENT (this “Amendment”), dated as of April 1, 2004, is by and among YAMAHA MOTOR RECEIVABLES CORPORATION, a Delaware corporation, as transferor (hereinafter, together with its successors and assigns in such capacity, the “Transferor”), YAMAHA MOTOR CORPORATION, U.S.A., a California corporation (“Yamaha”), as servicer (hereinafter, together with its successors and assigns in such capacity, the “Servicer”) and JPMORGAN CHASE BANK, a New York banking corporation, as trustee (hereinafter, together with its successors and assigns in such capacity, the “Trustee”).

SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • April 5th, 2004 • Yamaha Motor Receivables Corp • Asset-backed securities • California

THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of April 1, 2004 (this “Amendment”), is by and between Yamaha Motor Corporation, U.S.A., a California corporation (“Yamaha”), as seller (in such capacity, “Seller”), and Yamaha Motor Receivables Corporation, a Delaware corporation (“YMRC”), as purchaser (in such capacity, “Purchaser”).

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