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EXECUTION COPY
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BOMBARDIER CREDIT RECEIVABLES CORPORATION,
Depositor,
BOMBARDIER CAPITAL INC.,
Servicer,
and
BANKERS TRUST COMPANY,
Trustee
_____________________________
AMENDMENT NUMBER 1
Dated as of January 1, 1997
to
VARIABLE FUNDING SUPPLEMENT
Dated as of January 1, 1994
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
_____________________________
BOMBARDIER RECEIVABLES MASTER TRUST I
Variable Funding Certificate
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TABLE OF CONTENTS
ARTICLE I
Effective Dates; Amendment to Provisions
Relating to Conflicting Terms and Provisions
SECTION 1.01. Effective Date of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Amendment Relating to Conflicting Terms and Provisions . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions
SECTION 2.01. Current Amendments to Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.02. Delayed Amendments to Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
Delayed Amendments Relating to
Allocation and Application of Collections
SECTION 3.01. Amendments Relating to Allocations and Payments to Holder
of Retained Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV
Current Amendments Relating to
Allocation and Application of Collections
SECTION 4.01. Amendment of Section 4.02 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V
Current Amendments Relating to Final Distribution Provisions
SECTION 5.01. Amendment Relating to Section 6.01(b) . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 5.02. Amendment Relating to Section 6.02 (a) and (b) . . . . . . . . . . . . . . . . . . 5
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ARTICLE VI
Current Amendments to Text of Variable Funding Certificate
SECTION 6.01. Amendment to Form of Face of Certificate . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6.02. Amendment to Form of Reserve Certificate . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6.03. Substitution of Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE VII
Miscellaneous
SECTION 7.01. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 7.02. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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THIS AMENDMENT NUMBER 1 TO VARIABLE FUNDING SUPPLEMENT dated
as of January 1, 1997 (the "Amendment"), among BOMBARDIER CREDIT RECEIVABLES
CORPORATION, a Delaware corporation, as Depositor, BOMBARDIER CAPITAL INC., a
Massachusetts corporation, as Servicer, and BANKERS TRUST COMPANY, a New York
banking corporation, as Trustee, amends that VARIABLE FUNDING SUPPLEMENT dated
as of January 1, 1994 (the "Original Variable Funding Supplement") also among
the Depositor, the Servicer and the Trustee.
Pursuant to Section 6.03 of the Pooling and Servicing
Agreement dated as of January 1, 1994 (as amended and supplemented, the
"Agreement"), the Depositor directed the Trustee to issue, on behalf of the
Trust, a Variable Funding Certificate representing fractional undivided
interests in the Trust, and the terms of the Variable Funding Certificate are
set forth in the Original Variable Funding Supplement as amended and
supplemented (the "Variable Funding Supplement").
Section 13.01 of the Agreement provides that, under the
circumstances and subject to the conditions set forth therein, the Agreement
and any Supplement thereto may be amended from time to time. In accordance
therewith, by execution and delivery of this Amendment, the parties hereby
amend the Original Variable Funding Supplement to the extent and on the terms
set forth in this Amendment.
ARTICLE I
Effective Dates; Amendment to Provisions Relating to Conflicting Terms and
Provisions
SECTION 1.01. Effective Date of Amendments. The effective
date of the Amendments set forth herein shall be the date of execution and
delivery of this Amendment by each of the parties hereto as specified on the
signature page hereto except that those amendments contained in Section 2.02
and in Article III of this Amendment shall have an effective date on the day
after the "Series 1994-1 Final Payment Date" which term shall mean the date on
which the full amount of the principal amount of the Investor Certificates
designated as Series 1994-1 (the "Series 1994-1 Certificates") and all interest
accrued thereon have been paid in full.
SECTION 1.02. Amendment Relating to Conflicting Terms and
Provisions. Subsection (b) of Section 1.02 of the Original Variable Funding
Supplement is hereby amended effective the date of execution and delivery of
this Amendment by each of the parties hereto as specified on the signature page
hereto to read in its entirety as follows:
(b) In the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision
contained in the Agreement, the terms and provisions of the Agreement
shall govern.
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ARTICLE II
Definitions
SECTION 2.01. Current Amendments to Definitions. The
following definitions contained in the Original Variable Funding Supplement are
hereby amended or, to the extent the definitions set forth below in this
Section 2.01 are terms not contained in the Original Variable Funding
Supplement, are hereby added to Section 2.01 thereof in the appropriate
alphabetical sequence, in each case, effective on the date of execution and
delivery of this Amendment by each of the parties hereto as specified on the
signature page hereto:
"Retained Certificate" shall mean the "Retained Interest" as
defined in Section 4.01 of the Agreement.
"Termination Date" shall mean the Trust Termination Date.
"Variable Funding Default Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) the
Defaulted Amount for each day of the related Collection Period and (b)
the Variable Funding Percentage for each such day.
SECTION 2.02. Delayed Amendments to Definitions. The
following definitions contained in the Original Variable Funding Supplement is
hereby amended effective on the day following the Series 1994-1 Final Payment
Date:
"Variable Funding Amount" shall mean, on any date of
determination, the excess of the Pool Balance over the Required Pool Balance at
the close of business on the preceding day.
"Variable Funding Percentage" shall mean, for any date of
determination, a percentage (which percentage shall never be less than
0% nor more than 100%) equal to the Variable Funding Amount for such
day divided by the Pool Balance as of the close of business on the
immediately preceding day; provided, however, that for purposes of
allocating Principal Collections following the occurrence of a
Liquidation Event, the Variable Funding Percentage will be calculated
on the basis of the Variable Funding Amount as of the last day
immediately preceding the date of such Liquidation Event; provided,
further, that following a Liquidation Event, the relative interest of
the Variable Funding Certificate in further allocations of
Non-Principal Collections will not be less than the relative interest
thereof as of the Liquidation Event.
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ARTICLE III
Delayed Amendments Relating to
Allocation and Application of Collections
SECTION 3.01. Amendments Relating to Allocations and Payments
to Holder of Retained Interest. Section 4.01 of the Original Variable Funding
Supplement is hereby amended effective the day following the Series 1994-1
Final Payment Date to read in its entirety as follows:
SECTION 4.01. Allocations; Payments to Holder of Retained
Interest.
(a) Non-Principal Collections and Principal Collections, as
they relate to the Variable Funding Certificate, shall be allocated
and distributed as set forth in Section 4.03 of the Agreement and in
this Article.
(b) The Servicer shall on each Deposit Date allocate to the
Holder of the Variable Funding Certificate an amount equal to the
Variable Funding Percentage of the amount of Collections on such
Deposit Date; the Servicer need not deposit such amount so allocated
into the Collection Account and instead shall pay such amounts as
collected to the Holders of the Variable Funding Certificate;
provided, however, that the Servicer shall (i) on each Distribution
Date withdraw and pay to itself from amounts on deposit in the
Collection Account and otherwise payable to the Holder of the Variable
Funding Certificate, if any, an amount equal to the Monthly Servicing
Fee for the preceding Collection Period and (ii) on each Deposit Date
thereafter, pay to itself from amounts otherwise payable to the Holder
of the Variable Funding Certificate on such date the amount, if any,
by which such Monthly Servicing Fee exceeded the sum of (x) the amount
so withdrawn on such Distribution Date pursuant to clause (i) and (y)
the aggregate amount previously withdrawn with respect to such
Distribution Date under this clause (ii).
The payments to be made pursuant to this Section 4.01(b) do
not apply to amounts that do not represent Collections, including
Miscellaneous Payments, payment of the purchase price for any
Certificates pursuant to Section 2.03 of the Agreement or the
provisions of any applicable Supplement, and proceeds from the sale,
disposition or liquidation of Receivables pursuant to Section 9.02 or
12.02 of the Agreement (which proceeds from the sale, disposition or
liquidation will be distributed in accordance with Article VI).
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ARTICLE IV
Current Amendments Relating to
Allocation and Application of Collections
SECTION 4.01. Amendment of Section 4.02. Section 4.02 of the
Original Variable Funding Supplement is hereby amended on the date of execution
and delivery of this Amendment by each of the parties hereto as specified on
the signature page hereto to delete Section 4.02 as contained in the Original
Variable Funding Supplement and to add the following provision as Section 4.02.
Section 4.02 shall read in its entirety as follows:
SECTION 4.02. Special Provisions Relating to Allocations. (a)
With respect to the allocation of Principal Collections among the
Series and the Variable Funding Certificate for any Collection Period,
if the sum of (i) the sum of the floating allocation percentages for
all Series in their respective revolving periods, (ii) the sum of the
principal allocation percentages for all Series in an amortization,
accumulation or early amortization period and (iii) the Variable
Funding Percentage exceeds 100%, then Principal Collections for such
Collection Period will be allocated among the Series and the Variable
Funding Certificate on the basis of such allocation percentages after
the pro rata reduction of such percentages so that the sum thereof
equals 100% for such period.
(b) With respect to the allocation of Non-Principal
Collections among Series and the Variable Funding Certificate for any
Collection Period, if the sum of (i) the sum of the floating
allocation percentages for all Series and (ii) the Variable Funding
Percentage exceeds 100%, then Non-Principal Collections for such
Collection Period will be allocated among the Series and the Variable
Funding Certificate on the basis of such allocation percentages after
the pro rata reduction of such percentages so that the sum thereof
equals 100% for such period.
ARTICLE V
Current Amendments Relating to Final Distribution Provisions
SECTION 5.01. Amendment Relating to Section 6.01(b).
Subsection (b) of Section 6.01 of the Original Variable Funding Supplement is
hereby amended effective the date of execution and delivery of this Amendment
by each of the parties hereto as specified on the signature page hereto to read
in its entirety as follows:
(b) With respect to amounts deposited into the Collection
Account pursuant to Section 2.03 of the Agreement allocable to the
Variable Funding Certificate, or any Termination Proceeds deposited
into the Collection Account pursuant to Section 12.02(c) of the
Agreement allocable to the Variable Funding Certificate, the Trustee
shall, not later than 12:00 noon, New York City time, on the
Distribution Date on which such amounts are deposited (or, if such
date is not a Distribution Date, on the immediately following
Distribution Date) apply such amounts in the following priority: (i)
pay to the Holder of
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the Variable Funding Certificate an amount equal to the sum of (x) the
Variable Funding Amount on such date and (y) the Non-Principal
Collections for the previous Collection Period multiplied by the
Variable Funding Percentage for such Distribution Date, up to the
Reassignment Amount for the Variable Funding Certificate, and (ii) pay
the remainder of any Termination Proceeds pro rata to the Holder(s) of
the BCRC Certificate and any Supplemental Certificate.
SECTION 5.02. Amendment Relating to Section 6.02 (a) and (b).
Subsection (a) and Subsection (b) of Section 6.02 of the Original Variable
Funding Supplement are each hereby amended effective the date of execution and
delivery of this Amendment by each of the parties hereto as specified on the
signature page hereto by deleting the word "first" which appears prior to the
parenthetical provision in each such subsection.
ARTICLE VI
Current Amendments to Text of Variable Funding Certificate
SECTION 6.01. Amendment to Form of Face of Certificate. The
paragraph on the Form of Face of Variable Funding Certificate immediately
following the caption is hereby amended effective on the date of execution and
delivery of this Amendment by each of the parties hereto as specified on the
signature page hereto to read in its entirety as follows:
Evidencing an interest in a trust, the corpus of which
consists primarily of a pool of receivables (the
"Receivables") generated from time to time in the ordinary
course of business in a portfolio of revolving financing
arrangements entered into by Bombardier Capital Inc.("BCI") or
an Affiliate of BCI with certain dealers located in the United
States to finance such dealers' consumer, recreational and
commercial product inventory and the corpus of which may in
the future consist of accounts resulting from the extensions
of credit made by BCI or Affiliates of BCI to dealers to
finance working capital needs or to manufacturers or
distributors to finance the manufacturing, production or
inventory of consumer, recreational or commercial products.
Such Receivables may also include financing arrangements
otherwise meeting the description set forth in this paragraph,
but originated by another lender and acquired by BCI or an
Affiliate of BCI upon satisfying BCI's customary underwriting
standards. This certificate (a "Certificate") does not
represent any interest in, or obligation of, Bombardier Credit
Receivables Corporation ("BCRC") or any Affiliate thereof.
SECTION 6.02. Amendment to Form of Reserve Certificate. The
first and second paragraphs of the Form of Reverse of Variable Funding
Certificate contained in Exhibit A to the Original Variable Funding
Supplemented are hereby amended effective on the date of execution and delivery
of this Amendment by each of the parties hereto as specified on the signature
page hereto to read in their entirety as follows:
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This certifies that ____________________ (the "Holder"), is
the registered owner of a fractional undivided interest in certain
assets of the BOMBARDIER RECEIVABLES MASTER TRUST I (the "Trust")
created pursuant to a Pooling and Servicing Agreement dated as of
January 1, 1994, as amended and supplemented from time to time, among
Bombardier Capital Inc., as Servicer, Bombardier Credit Receivables
Corporation, as Depositor, and BANKERS TRUST COMPANY, as trustee (the
"Trustee"), that are allocated to the interest represented by the
Variable Funding Certificate (the "Certificate") pursuant to the
Pooling and Servicing Agreement and the Variable Funding Supplement
dated as of January 1, 1994, as amended and supplemented (the
"Variable Funding Supplement"). The Pooling and Servicing Agreement
dated as of January 1, 1994, as amended by Amendment Number 1 to
Pooling and Servicing Agreement dated as of January 1, 1997 and as
otherwise from time to time amended and supplemented and the Variable
Funding Supplement are herein collectively referred to as the "Pooling
and Servicing Agreement." The corpus of the Trust will include (a)
certain Receivables existing under the Accounts at the close of
business on January 1, 1994 (the "Initial Cut-off Date"), certain
Receivables generated under the Accounts from time to time thereafter,
as well as certain Receivables generated in any Accounts added to the
Trust from time to time after the Initial Cut-Off-Date, (b) all funds
collected or to be collected in respect of such Receivables, (c) all
funds on deposit in certain accounts of the Trust, (d) an assignment
of BCRC's rights, as purchaser, under the Receivables Purchase
Agreement, and (e) an assignment of a security interest, if any, in
certain consumer, recreational and commercial products financed by the
Receivables securing the Receivables and any other security interests
granted to secure the Receivables. In addition to the Variable
Funding Certificate, multiple Series of Investor Certificates and the
BCRC Certificate have been issued pursuant to the Pooling and
Servicing Agreement. Additional Series of Investor Certificates and a
Supplemental Certificate may be issued in the future. The Variable
Funding Certificate, the BCRC Certificate and any Supplemental
Certificates represent interests in the Trust Assets not represented
by the Investor Certificates.
The Receivables consist of advances made directly or
indirectly by BCI or an Affiliate of BCI to consumer, recreational and
commercial products dealers located in the United States and may in
the future also consist of extensions of credit made by BCI or
Affiliates of BCI to dealers, manufacturers and/or distributors to
finance working capital needs or the manufacturing, production or
inventory of consumer, recreational or commercial products. Such
Receivables may also include financing arrangements otherwise meeting
the description set forth in this paragraph, but originated by another
lender and acquired by BCI or an Affiliate of BCI upon satisfying
BCI's customary underwriting standards.
SECTION 6.03. Substitution of Certificate. Following the
execution and delivery of this Amendment, the Servicer shall prepare and
present to the Trustee for authentication and delivery to the Holder of the
Variable Funding Certificate upon surrender of the existing certificate a
substitute Variable Funding Certificate which shall be identical in all
respects to the then Outstanding Variable Funding Certificate except that the
paragraphs set forth above in this Article shall be substituted for the
corresponding paragraphs in the existing certificate. In lieu of preparation
of a new Variable Funding Certificate, the Servicer may prepare and present to
the
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Trustee for delivery to the Holder of the Variable Funding Certificate an
allonge to the certificate to amend the such paragraphs to read as set forth in
Sections 6.01 and 6.02 of this Amendment.
ARTICLE VII
Miscellaneous
SECTION 7.01. 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 7.02. Headings. The headings herein are for purposes
of reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.
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IN WITNESS WHEREOF, the Seller, the Purchaser and the Trustee
have caused this Amendment Number 1 to the Variable Funding Supplement to be
duly executed by their respective officers as of the day and year specified on
the signature page hereof.
The date of execution and delivery of this Amendment Number 1
to Variable Funding Supplement is January 23, 19976.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, Purchaser
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
BOMBARDIER CAPITAL INC., Seller
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
BANKERS TRUST COMPANY,
as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President