EXHIBIT 1.1
YAMAHA MOTOR MASTER TRUST
YAMAHA MOTOR CORPORATION, U.S.A.
(SERVICER)
YAMAHA MOTOR RECEIVABLES CORPORATION
(TRANSFEROR)
FORM OF UNDERWRITING AGREEMENT
November _____, 2000
Chase Securities Inc., as Underwriter
270 Park Avenue, 7th Floor
New York, New York 10017
Ladies and Gentlemen:
Yamaha Motor Receivables Corporation, a Delaware corporation
(the "Transferor"), proposes to cause the Yamaha Motor Master Trust (the
"Trust") to issue _______________ aggregate principal amount of Floating
Rate Series 2000-1, Class A Asset-Backed Certificates (the "Class A
Certificates") and _____________ aggregate principal amount of Floating
Rate Series 2000-1, Class B Asset-Backed Certificates (the "Class B
Certificates" and, together with the Class A Certificates, the
"Certificates"). The Trust was formed and the Certificates will be issued
pursuant to an Amended and Restated Master Pooling and Servicing Agreement,
dated as of November ____, 2000, by and among the Transferor, Yamaha Motor
Corporation, U.S.A. ("Yamaha"), as servicer (in such capacity, the
"Servicer"), and The Chase Manhattan Bank, as trustee (in such capacity,
the "Trustee") (as amended, supplemented or otherwise modified and in
effect from time to time, and as supplemented by the Series 2000-1
Supplement, dated as of November _____, 2000, among the Transferor, the
Servicer and the Trustee (the "Supplement"), the "Pooling and Servicing
Agreement"). The Transferor also proposes to cause the Trust to issue
________________ aggregate principal amount of Floating Rate Series 2000-1,
Class C Asset-Backed Certificates (the "Class C Certificates"). The
Certificates are to be sold in a public offering by the Trust through Chase
Securities Inc., as sole underwriter (the "Underwriter"), and the Class C
Certificates will be initially retained by the Transferor. Each Certificate
will represent a specified percentage undivided interest in the Trust. The
assets of the Trust include, among other things, wholesale receivables
(collectively, the "Receivables") sold to the Transferor by Yamaha pursuant
to that certain Receivables Purchase Agreement, dated as of March 1, 1994,
as amended by the First Amendment to Receivables Purchase Agreement dated
as of May 1, 1999 (as further amended, supplemented or otherwise modified
and in effect from time to time, the "Receivables Purchase Agreement"),
between Yamaha, as seller, and the Transferor, as purchaser, generated from
time to time in a portfolio of wholesale floorplan financing arrangements
and other inventory financing accounts with dealers in products
manufactured by Yamaha Motor Company, Ltd., Yamaha Motor Manufacturing
Corporation of America and Tennessee Watercraft, Inc. and distributed in
the United States by Yamaha (collectively, the "Products"), all monies due
or to become due under the Receivables, any security interest in the
Products related to the Receivables, all recoveries on charged-off
Receivables, all of the Transferor's right, title and interest in, to and
under the Receivables Purchase Agreement, certain other property and all
proceeds of any of the foregoing. Unless otherwise stated herein, each
capitalized term used or defined herein shall have the meaning assigned to
such term in the Pooling and Servicing Agreement and shall relate only to
the Certificates and no other Series of Asset-Backed Certificates issued by
the Trust.
The Transferor agrees with the Underwriter as follows:
Section 1. Registration Statement. The Transferor represents and
warrants to the Underwriter that:
(a) The Transferor has prepared and filed with the
Securities and Exchange Commission (the "Commission") in accordance with
the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), and the rules and regulations of the Commission thereunder (the
"Rules and Regulations"), a registration statement on Form S-1
(registration number 333-____________) including a form of prospectus,
relating to the Certificates. The conditions to the use of a registration
statement on Form S-1 under the Securities Act, as set forth in the General
Instructions to Form S-1, have been satisfied in all material respects with
respect to the Transferor and the Registration Statement (as hereinafter
defined).
(b) The Transferor will next file with the Commission
either, (A) prior to the effectiveness of such Registration Statement, a
further amendment thereto (including the form of final prospectus) or (B)
after effectiveness of such Registration Statement, a final prospectus in
accordance with Rules 430A and 424(b) (each as hereinafter defined). In the
case of clause (B), the Transferor has included in such Registration
Statement, as amended at the Effective Date (as hereinafter defined), all
information (other than Rule 430A Information (as hereinafter defined))
required by the Securities Act and the Rules and Regulations to be included
in the prospectus with respect to the Certificates and the offering
thereof. As filed, such amendment and form of final prospectus, or such
final prospectus, shall include all Rule 430A Information (defined below)
and, except to the extent the Underwriter shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to
the Underwriter prior to the Execution Time (defined below) or, to the
extent not completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that contained in
the latest Preliminary Prospectus (defined below) which has previously been
furnished to the Underwriter) as the Transferor has advised the
Underwriter, prior to the Execution Time, will be included or made therein.
The terms that follow, when used in this Agreement, shall have
the meanings indicated. The term "Effective Date" shall mean each date that
the Registration Statement and any post-effective amendment or amendments
thereto became or become effective under the Securities Act. "Execution
Time" shall mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Preliminary Prospectus" shall mean any
preliminary prospectus referred to in the preceding paragraph and any
preliminary prospectus included in the Registration Statement which, as of
the Effective Date, omits Rule 430A Information. "Prospectus" shall mean
the prospectus relating to the Certificates that is first filed with the
Commission pursuant to Rule 424(b) and any prospectus subsequently filed
pursuant to Rule 424, or if no filing pursuant to Rule 424(b) is required,
shall mean the form of final prospectus included in the Registration
Statement at the Effective Date. "Registration Statement" shall mean the
registration statement referred to in the preceding paragraph and any
registration statement required to be filed under the Securities Act or the
Rules and Regulations, including incorporated documents, exhibits and
financial statements, in the form in which it has, or shall, become
effective and, in the event that any post effective amendment thereto
becomes effective prior to the Closing Date (as hereinafter defined), shall
also mean such registration statement as so amended. Such term shall
include Rule 430A Information deemed to be included therein at the
Effective Date as provided by Rule 430A. "Rule 424" and "Rule 430A" refer
to such Rules and Regulations under the Securities Act. "Rule 430A
Information" means information with respect to the Certificates and the
offering thereof permitted to be omitted from the Registration Statement
when it becomes effective pursuant to Rule 430A.
(c) On the Effective Date, the Registration Statement did,
or will, conform in all material respects to the requirements of the
Securities Act and the Rules and Regulations; on the Effective Date and
when the Prospectus is first filed (if required) in accordance with Rule
424(b) and on the Closing Date, the Prospectus (and any supplements
thereto) will comply in all material respects with the applicable
requirements of the Securities Act and the Rules and Regulations; on the
Effective Date, the Registration Statement did not, or will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; and, on the Effective Date, the Prospectus, if not filed
pursuant to Rule 424(b), did not, or will not, and on the date of any
filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus
(together with any supplement thereto) will not, include any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made not misleading; provided, however, that this
representation and warranty shall not apply to any statement or omission
made in reliance upon and in conformity with information furnished in
writing to the Transferor by the Underwriter expressly for use in the
Registration Statement. As of the Closing Date, the representations and
warranties of the Transferor and the Servicer in the Pooling and Servicing
Agreement will be true and correct in all material respects.
Section 2. Sale and Delivery of the Securities; Defaults by
Underwriter. (a) On the basis of the representations, warranties,
agreements and covenants herein contained and subject to the terms and
conditions herein set forth, the Transferor agrees to issue and sell the
Certificates to the Underwriter, and the Underwriter agrees to purchase
from the Transferor the Certificates. The Class A Certificates are to be
purchased by the Underwriter at the purchase price of _____% of the
aggregate principal amount of the Class A Certificates, and the Class B
Certificates are to be purchased are to be purchased by the Underwriter at
the purchase price of _____% of the aggregate principal amount of the Class
B Certificates.
(b) Payment for the Certificates shall be made against
delivery to the Underwriter of the Certificates registered in the name of
Cede & Co., as the nominee of The Depository Trust Company. The
Certificates will be made available for inspection by the Underwriter at
the offices of Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York, not later than 1:00 P.M., New York City time, on the Business Day
prior to the Closing Date. Pursuant to Rule 15c6-1(d) promulgated under the
Securities Exchange Act of 1934, as amended, payment for the Certificates
by the Underwriter to the Transferor of the purchase price therefor by
immediately available funds shall be made at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP in New York, New York at 10:00 A.M., New York
City time, on November __, 2000 or at such other time and place, not later
than the third full Business Day thereafter, as the Underwriter and the
Transferor may determine, such time of delivery against payment being
herein referred to as the "Closing Date." Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a
further condition to the obligations of the Underwriter hereunder.
"Business Day", as used herein, shall mean any day on which commercial
banks in The City of New York are normally open for business.
Section 3. Offering by the Underwriter. As soon as is
practicable after the Registration has been declared effective, the
Underwriter shall offer the Certificates for sale to the public upon the
terms set forth in the Prospectus.
Section 4. Conditions to the Obligation of the Underwriter. The
obligation of the Underwriter to purchase and pay for the Certificates
shall be subject, in its discretion, to the accuracy of the representations
and warranties of the Transferor and Yamaha herein as of the date hereof
and as of the Closing Date as if made on and as of the Closing Date, to the
accuracy of the statements of the Transferor's and Yamaha's officers made
pursuant to the provisions hereof, to the performance by each of the
Transferor and Yamaha of its obligations hereunder and to the following
additional conditions:
(a) The Registration Statement shall have become effective
not later than 12:00 noon (New York City time) on the second Business Day
following the date hereof or such later date or time as shall have been
consented to by the Underwriter; and, as of the Closing Date, no stop order
suspending the effectiveness of the Registration Statement or any part
thereof shall have been initiated or overtly threatened by the Commission;
and all requests of the Commission for additional information (to be
included in the Registration Statement or Prospectus or otherwise) shall
have been complied with; and the Transferor shall not have filed with the
Commission the Prospectus or any amendment or supplement to the
Registration Statement or Prospectus without the consent of the
Underwriter. If the Transferor has elected to rely upon Rule 430A, a
Prospectus containing Rule 430A Information shall have been filed with the
Commission in accordance with Rule 424(b) (or a post-effective amendment
providing such information shall have been filed and declared effective in
accordance with the requirements of Rule 430A).
(b) The Underwriter shall have received opinions of counsel
for the Transferor, dated the Closing Date, in form and substance
satisfactory to the Underwriter, and the Transferor shall have furnished to
such counsel such documents as it may reasonably request for the purpose of
enabling it to pass upon such matters.
(c) The Underwriter shall have received opinions of counsel
for the Servicer, dated the Closing Date, in form and substance
satisfactory to the Underwriter, and the Servicer shall have furnished to
such counsel such documents as it may reasonably request for the purpose of
enabling them to pass upon such matters.
(d) The Underwriter shall have received an opinion of
counsel to Deutsche Financial Services Corporation ("DFS"), dated the
Closing Date, in form and substance satisfactory to the Underwriter.
(e) The Underwriter shall have received an opinion or
opinions of GnazzoThill, A Professional Corporation, special counsel for
the Transferor, dated the Closing Date, in form and substance satisfactory
to the Underwriter, with respect to the perfection of the Trust's interest
in the Receivables and certain other matters in a form previously approved
by the Underwriter. In addition, the Underwriter shall have received a
reliance letter with respect to any opinion that the Transferor is required
to deliver to the Rating Agencies.
(f) The Underwriter shall have received an opinion of
GnazzoThill, A Professional Corporation, special counsel for Yamaha, dated
the Closing Date, in form and substance satisfactory to the Underwriter and
its counsel, with respect to certain matters relating to the sale of the
Receivables by DFS to Yamaha and from Yamaha to the Transferor and the non-
consolidation of the Transferor with Yamaha.
(g) The Underwriter shall have received an opinion from
GnazzoThill, A Professional Corporation, special tax counsel to the
Transferor, with respect to the income tax treatment of the Certificates in
form and substance satisfactory to the Underwriter.
(h) The Underwriter shall have received certificates, dated
the Closing Date, of an officer of each of the Transferor and Yamaha in
which such officer, to the best of his or her knowledge after reasonable
investigation, shall state that the respective representations and
warranties of the Transferor or Yamaha, as applicable, in this Agreement
are true and correct in all material respects on and as of the Closing
Date, that the Transferor or Yamaha, as applicable, has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date, that the respective
representations and warranties of the Transferor and the Servicer in the
Supplement and in the Pooling and Servicing Agreement are true and correct
as of the dates specified in the Supplement, that the Registration
Statement has become effective, that no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are threatened by the
Commission and that the information contained in the Prospectus relating to
the Transferor and the Receivables is true and accurate in all material
respects and nothing has come to his or her attention that would lead such
officer to believe that the Registration Statement or the Prospectus
includes any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein not misleading.
(i) The Underwriter shall have received an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Underwriter, in
form and substance satisfactory to the Underwriter as to such matters as
the Underwriter shall reasonably request.
(j) The Underwriter shall have received an opinion of Shaw
Pittman, special counsel to the Trustee, dated the Closing Date, in form
and substance satisfactory to the Underwriter and its counsel.
(k) To the extent, if any, that the ratings provided with
respect to the Certificates by the rating agencies rating the Certificates
(collectively, the "Rating Agencies") is conditional upon the furnishing of
documents or the taking of any other action by the Transferor agreed upon
on or prior to the Closing Date, the Transferor shall furnish such
documents and take any such other action.
(l) On or prior to the Closing Date, the Transferor shall
have furnished to the Underwriter a letter, dated the date of delivery
thereof, of PriceWaterhouseCoopers LLP, confirming that they are
independent public accountants within the meaning of the Securities Act and
the applicable Rules and Regulations thereunder and addressing such matters
requested by the Underwriter and otherwise in form and in substance
satisfactory to the Underwriter and its counsel.
(m) The Underwriter shall have received written
confirmation that the Class A Certificates shall be rated "AAA" by Standard
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
("Standard & Poor's") and "Aaa" by Moody's Investors Service, Inc.
("Moody's") and that the Class B Certificates shall be rated "A" by
Standard & Poor's and "A3" by Moody's.
All such opinions, certificates, letters and documents delivered
pursuant to this Agreement will comply with the provisions hereof only if
they are reasonably satisfactory in all material respects to the
Underwriter.
Section 5. Representations and Warranties of the Transferor and
Yamaha. (a) The Transferor represents and warrants to, and agrees with the
Underwriter that:
(i) The Transferor meets the requirements for use of Form
S-1 and has filed with the Commission under the Securities Act in
conformity in all material respects with the Securities Act and the Rules
and Regulations a registration statement as described in Section 1 of this
Agreement.
(ii) The Registration Statement and the Prospectus will
comply as to form, in all material respects as of their respective
effective or issue dates, with the requirements of the Securities Act and
the Rules and Regulations. The exhibits to the Registration Statement and
documents incorporated by reference in the Prospectus, in each case when
filed with the Commission, conformed in all material respects to the
requirements of the Securities Act and the Rules and Regulations.
(iii) Each Preliminary Prospectus, at the time of filing
thereof, complied with the requirements of the Securities Act and the Rules
and Regulations and did not include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein in the light of the
circumstances under which they were made, not misleading; provided that
this representation and warranty shall not apply to any statement or
omission made in reliance upon and in conformity with information furnished
in writing to the Transferor by the Underwriter expressly for use therein.
At all times subsequent hereto, up to and including the Closing Date, (A)
the Registration Statement and the Prospectus and any amendments or
supplements thereto will contain all statements which are required to be
stated therein in accordance with the Securities Act and the Rules and
Regulations and will comply in all material respects with the requirements
of the Securities Act and the Rules and Regulations; and (B) neither the
Registration Statement nor the Prospectus nor any amendment or supplement
thereto will include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that this representation
and warranty shall not apply to any statement or omission made in reliance
upon and in conformity with information furnished in writing to the
Transferor by the Underwriter expressly for use therein. The statements in
the Prospectus under the heading "Description of the Offered Certificates,"
insofar as such statements purport to summarize certain provisions of the
applicable Series of Certificates and the Pooling and Servicing Agreement,
provide an accurate summary of such provisions in all material respects.
(iv) The Transferor has been duly incorporated and is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, with full power and authority (corporate and
other) to own its properties and conduct its business as described in the
Prospectus, and is duly qualified to transact business as a foreign
corporation in good standing under the laws of each jurisdiction where the
ownership or leasing of its properties or the conduct of its business
requires such qualification. The Transferor is not in violation of its
corporate charter or bylaws or in default under any agreement, lease,
indenture, note or instrument.
(v) The Transferor has full corporate power to enter into
this Agreement, the Supplement, the Pooling and Servicing Agreement and the
Receivables Purchase Agreement and to issue, sell and deliver the
Certificates to be sold by it to the Underwriter as provided herein. The
execution, delivery and performance of this Agreement, the Supplement, the
Pooling and Servicing Agreement and the Receivables Purchase Agreement by
the Transferor, and the issuance, sale and delivery of the Certificates by
the Transferor, and the consummation by the Transferor of the transactions
contemplated hereby and thereby, will not conflict with or result in a
breach or violation by the Transferor of any of the terms or provisions of,
constitute a default by the Transferor under, or result in the creation or
imposition of any lien, charge, security interest or encumbrance upon any
of the assets of the Transferor pursuant to the terms of, any (A)
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which the Transferor is a party or to which it
or any of its properties is subject, (B) the charter or bylaws of the
Transferor or (C) any statute, judgment, decree, order, rule or regulation
of any court or governmental agency or body applicable to the Transferor or
any of its properties.
(vi) The Certificates are in due and proper form, have been
duly authorized and, when issued and delivered pursuant to the Pooling and
Servicing Agreement, duly authenticated by the Trustee and paid for by the
Underwriter in accordance with the terms of this Agreement, will be duly
and validly executed, authenticated, issued and delivered and entitled to
the benefits provided to the Certificates by the Pooling and Servicing
Agreement, and the Certificates, the Pooling and Servicing Agreement, the
Receivables Sale Agreement and the Receivables Purchase Agreement conform
to the descriptions thereof in the Prospectus in all material respects.
(vii) No consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency
or body is required for the execution, delivery or performance of this
Agreement, the Supplement, the Pooling and Servicing Agreement, the
Receivables Purchase Agreement and the Certificates by the Transferor, or
the consummation by the Transferor of the transactions contemplated hereby
and thereby, except such as have been obtained under the Securities Act and
state securities or blue sky laws in connection with the purchase and
distribution of the Certificates by the Underwriter.
(viii) The execution and delivery of the Supplement has
been duly authorized by all necessary corporate action of the Transferor.
At the Closing Date, assuming the due authorization, execution and delivery
by the Trustee, the Supplement and the Pooling and Servicing Agreement will
be a legal, valid and binding agreement of the Transferor, enforceable
against the Transferor in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights
generally, and subject, as to enforceability, to general principles of
equity. The execution and delivery of this Agreement have been duly
authorized by all necessary corporate action, and this Agreement has been
duly executed and delivered by the Transferor.
(ix) Except as described or referred to in the Prospectus,
there is not pending, or to the knowledge of the Transferor threatened, any
action, suit, proceeding, inquiry or investigation, to which the Transferor
is a party, or to which the property of the Transferor is subject, before
or brought by any court or governmental agency or body, which, if
determined adversely to the Transferor, would result in any material
adverse change in the business, financial position, net worth, results of
operations or prospects, or materially adversely affect the properties or
assets of the Transferor.
(x) Except as described in or contemplated by the
Prospectus, subsequent to _______________, 2000, (A) the Transferor has not
sustained a material loss or interference with its business or properties
from fire, flood, hurricane, accident, riot, civil unrest, or other
calamity or act of God, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree; and (B)
there has not been any change in the capital stock of the Transferor, or
any material adverse change, or any development involving a prospective
material adverse change, in or affecting the business, management,
condition (financial or otherwise), net worth, results of operations or
prospects of the Transferor.
(xi) The Transferor has or will have, on the Closing Date,
good title to the Receivables, as described in the Prospectus, free and
clear of all liens, encumbrances, claims, security interests or
restrictions, except any interest of the Trustee on behalf of the Trust.
(xii) On or before the Closing Date, the Transferor shall
have caused Yamaha's computer records relating to the Receivables contained
in any Accounts to be marked to show the Transferor's absolute ownership of
the Receivables, and the Transferor's transfer of such Receivables to the
Trust and, prior to and after the Closing Date, neither the Transferor nor
the Servicer has taken or shall take any action inconsistent with the
Trust's interest in such Receivables, other than as permitted by the
Pooling and Servicing Agreement.
(xiii) The Transferor has full power and authority to sell
and assign the property sold or to be sold and assigned to and deposited
with the Trustee as part of the Trust and has duly authorized such sale and
assignment to the Trustee by all necessary corporate action.
(xiv) Immediately prior to the transfer of the Receivables
to the Trustee, the Transferor's interest in the Receivables, the security
interests in the Products securing the Receivables and the proceeds of each
of the foregoing was perfected upon the filing of the financing statement
on Form UCC-1 with the Secretary of State of the State of California and
constituted a perfected first priority interest therein. The Pooling and
Servicing Agreement constitutes a grant by the Transferor to the Trustee of
a valid security interest in the Receivables, the security interests in the
Products securing the Receivables and the proceeds of each of the
foregoing, which security interest is perfected upon the filing of the UCC-
1 financing statement with the Secretary of State of the State of
California and will constitute a first priority perfected security interest
therein. No filing or other action, other than the filing of the UCC-1
financing statements with the Secretary of State of the State of California
referred to above, is necessary to perfect and maintain the security
interest of the Trustee in the Receivables, the security interests in the
Products securing the Receivables and the proceeds of each of the foregoing
against third parties.
(xv) The Receivables are "chattel paper", "accounts" or
"general intangibles" under the Uniform Commercial Code as in effect in the
States of New York and California.
(xvi) All filings necessary under applicable law to perfect
the sale of the Receivables by DFS to Yamaha pursuant to the Receivables
Sale Agreement and the sale of the Receivables by Yamaha to the Transferor
pursuant to the Receivables Purchase Agreement, as well as the transfer of
the Receivables by the Transferor to the Trustee pursuant to the Pooling
and Servicing Agreement, have been made and, provided that neither DFS,
Yamaha nor the Transferor relocates its principal place of business in a
state other than California and that DFS and Yamaha maintain the list of
Receivables for inspection by interested parties as described above, no
other filings (other than the filing of continuation statements) need be
made to maintain the perfection of the sale of the Receivables to Yamaha
pursuant to the Receivables Sale Agreement, the sale of the Receivables to
the Transferor pursuant to the Receivables Purchase Agreement, or the
transfer of the Receivables to the Trustee pursuant to the Pooling and
Servicing Agreement. The Transferor agrees to provide the Underwriter with
copies of all filings referenced in this subsection no later than five (5)
days prior to the Closing Date.
(xvii) The Transferor possesses all material licenses,
certificates, authorities or permits issued by the appropriate state,
Federal or foreign regulatory agencies or bodies necessary to conduct the
business now conducted by it and as described in the Prospectus, and the
Transferor has not received notice of any proceedings relating to the
revocation or modification of any such license, certificate, authority or
permit which if decided adversely to the Transferor, would, singly or in
the aggregate, materially and adversely affect the conduct of its business,
operations or financial condition.
(xviii) As of the Cut-Off Date, each of the Receivables
conforms to the descriptions thereof contained in the Prospectus.
(xix) The Pooling and Servicing Agreement is not required
to be qualified under the Trust Indenture Act of 1939, as amended, and
neither the Transferor nor the Trust is and, after giving effect to the
issuance and sale of the Certificates and the application of the proceeds
thereof as described in the Prospectus, will be required to be registered
as an "investment company" as defined in the Investment Company Act of
1940, as amended.
(xx) Any taxes, fees and other governmental charges in
connection with the execution, delivery and performance of this Agreement,
the Pooling and Servicing Agreement, the Supplement and the Certificates
and any other agreements contemplated herein or therein have been paid or
will be paid by the Transferor at or prior to the Closing Date to the
extent then due.
(b) Yamaha represents and warrants to, and agrees with the
Underwriter that:
(i) Yamaha has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, with full power and authority (corporate and
other) to own its properties and conduct its business as described in the
Prospectus, and is duly qualified to transact business as a foreign
corporation in good standing under the laws of each jurisdiction where the
ownership or leasing of its properties or the conduct of its business
requires such qualification. Yamaha is not in violation of its corporate
charter or bylaws or in default under any agreement, lease, indenture, note
or instrument.
(ii) Yamaha has full corporate power to enter into this
Agreement, the Receivables Purchase Agreement, the Receivables Sale
Agreement and the Supplement. The execution, delivery and performance of
this Agreement, the Supplement, the Pooling and Servicing Agreement, the
Receivables Sale Agreement and the Receivables Purchase Agreement by
Yamaha, and the consummation by Yamaha of the transactions contemplated
hereby and thereby, will not conflict with or result in a breach or
violation by Yamaha of any of the terms or provisions of, constitute a
default by Yamaha under, or result in the creation or imposition of any
lien, charge, security interest or encumbrance upon any of the assets of
Yamaha pursuant to the terms of, any (A) indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which
Yamaha is a party or to which it or any of its properties is subject, (B)
the charter or bylaws of Yamaha or (C) any statute, judgment, decree,
order, rule or regulation of any court or governmental agency or body
applicable to Yamaha or any of its properties.
(iii) No consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency
or body is required for the execution, delivery or performance of this
Agreement, the Supplement, the Pooling and Servicing Agreement, the
Receivables Sale Agreement and the Receivables Purchase Agreement by
Yamaha, or the consummation by Yamaha of the transactions contemplated
hereby and thereby, except such as have been obtained.
(iv) The execution and delivery of this Agreement, the
Supplement, the Pooling and Servicing Agreement, the Receivables Purchase
Agreement and the Receivables Sale Agreement has been duly authorized by
all necessary corporate action of Yamaha. At the Closing Date, the
Supplement, the Pooling and Servicing Agreement, the Receivables Purchase
Agreement and the Receivables Sale Agreement will be a legal, valid and
binding agreement of Yamaha, enforceable against Yamaha in accordance with
its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, and subject, as to enforceability,
to general principles of equity. This Agreement has been duly executed and
delivered by Yamaha.
(v) Except as described or referred to in the Prospectus,
there is not pending, or to the knowledge of Yamaha threatened, any action,
suit, proceeding, inquiry or investigation, to which Yamaha is a party, or
to which the property of Yamaha is subject, before or brought by any court
or governmental agency or body, which, if determined adversely to Yamaha
would result in any material adverse change in the business, financial
position, net worth, results of operations or prospects, or materially
adversely affect the properties or assets of Yamaha.
(vi) Except as described in or contemplated by the
Prospectus, subsequent to _____________, 2000, (A) Yamaha has not sustained
a material loss or interference with its business or properties from fire,
flood, hurricane, accident, riot, civil unrest, or other calamity or act of
God, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree; and (B) there has not been
any change in the capital stock of Yamaha, or any material adverse change,
or any development involving a prospective material adverse change, in or
affecting the business, management, condition (financial or otherwise), net
worth, results of operations or prospects of Yamaha.
(vii) Yamaha possesses all material licenses, certificates,
authorities or permits issued by the appropriate state, Federal or foreign
regulatory agencies or bodies necessary to conduct the business now
conducted by it and as described in the Prospectus, and Yamaha has not
received notice of any proceedings relating to the revocation or
modification of any such license, certificate, authority or permit which,
if decided adversely to Yamaha, would, singly or in the aggregate,
materially and adversely affect the conduct of its business, operations or
financial condition.
Section 6. Covenants of the Transferor. The Transferor
covenants and agrees with the Underwriter that:
(a) The Transferor will, if required, file the Prospectus
with the Commission pursuant to and in accordance with Rule 424(b) not
later than the time specified therein. The Transferor will promptly advise
the Underwriter of any such filing. The Transferor will not file any
amendment to the Registration Statement or any supplement to the Prospectus
unless the Underwriter shall previously have been advised and furnished
with a copy a reasonable time prior to the proposed filing and the
Underwriter shall not have reasonably objected to the proposed filing.
During the time when a Prospectus is required to be delivered under the
Securities Act, the Transferor will comply so far as it is able with all
requirements imposed upon it by the Securities Act and the Rules and
Regulations to the extent necessary to permit the continuance of sales of
or dealings in the Certificates in accordance with the provisions hereof
and of the Prospectus, and the Transferor will prepare and file with the
Commission any amendments to the Registration Statement or supplements to
the Prospectus which may be necessary or advisable in connection with the
distribution of the Certificates by the Underwriter, and will use its best
efforts to cause the same to become effective as promptly as possible. The
Transferor will advise the Underwriter, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has
been filed or become effective or any supplement to the Prospectus or any
amended Prospectus has been filed.
(b) The Transferor will advise the Underwriter, promptly
after it receives notice or obtains knowledge thereof, of (i) the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or any order directed to the use of any Preliminary
Prospectus or the Prospectus, (ii) the suspension of the qualification of
the Certificates for offering or sale in any jurisdiction, (iii) the
institution or threatening of any proceeding for any such purpose or (iv)
any request made by the Commission for the amending or supplementing of the
Registration Statement or the Prospectus or for additional information; and
the Transferor will use its best efforts to prevent the issuance of any
such order and in each case, if any such order is issued, to obtain the
lifting thereof as promptly as possible.
(c) The Transferor will arrange for the qualification of
the Certificates for offering and sale under the securities or blue sky
laws of such jurisdictions as the Underwriter may designate and will
continue such qualifications in effect for as long as may be necessary to
complete the distribution of the Certificates; provided, however, that in
connection therewith, the Transferor shall not be required to qualify as a
foreign corporation or to execute a general consent to service of process
in any jurisdiction.
(d) If, at any time after the Effective Date, a prospectus
relating to the Certificates is required to be delivered under the
Securities Act, any event occurs as a result of which the Prospectus as
then amended or supplemented would include any untrue statement of a
material fact, or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or if it is
necessary during such period to amend or supplement the Prospectus to
comply with the Securities Act and the Rules and Regulations, the
Transferor will promptly notify the Underwriter thereof and will prepare
and file with the Commission, at its own expense, an amendment or
supplement which will correct such statement or omission or an amendment
which will effect such compliance; and, in the event the Underwriter is
required to deliver a prospectus in connection with sales of any of the
Certificates after the Effective Date, the Transferor will prepare and file
with the Commission any amendments to the Registration Statement or
supplements to the Prospectus which may be necessary or advisable in
connection with the distribution of the Certificates by the Underwriter,
and will use its best efforts to cause the same to become effective as
promptly as possible. The Transferor will advise the Underwriter, promptly
after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or become effective or any supplement
to the Prospectus or any amended Prospectus has been filed.
(e) The Transferor will furnish to the Underwriter copies
of the Registration Statement (one of which will be manually signed and
will be accompanied by all exhibits), each Preliminary Prospectus, the
Prospectus, and all amendments and supplements thereto, in each case as
soon as available and in such quantities as the Underwriter may reasonably
request.
(f) The Transferor will apply the net proceeds from the
sale of the Certificates to be sold by it hereunder as set forth under "Use
of Proceeds" in the Prospectus. At no time will the Transferor apply the
proceeds from the sale of the Certificates in a manner which would violate,
or result in a violation of, Regulation T, U or X of the Board of Governors
of the Federal Reserve System.
(g) The Transferor will make generally available to its
security holders as soon as practicable, but in any event not later than
eighteen (18) months after the effective date of the Registration
Statement, an earning statement of the Transferor (which need not be
audited) complying with Section 11(a) of the Securities Act and the Rules
and Regulations.
(h) For a period from the date of this Agreement until the
payment in full of the Certificates, the Transferor will cause the Servicer
to furnish to the Underwriter copies of each certificate and the annual
statements of compliance delivered to the Trustee pursuant to the Pooling
and Servicing Agreement and the annual independent certified public
accountant's servicing reports furnished to the Trustee pursuant to the
Pooling and Servicing Agreement, by first-class mail as soon as practicable
after such statements and reports are furnished to the Trustee.
(i) During the period beginning on the date hereof and
continuing to and including the Business Day following the Closing Date,
the Transferor will not offer, sell, contract to sell or otherwise dispose
of any debt securities of or guaranteed by the Transferor without the prior
written consent of the Underwriter.
Section 7. Expenses. (a) The Transferor agrees with the
Underwriter that: (i) whether or not the transactions contemplated by this
Agreement are consummated or this Agreement becomes effective or is
terminated, the Transferor will pay all fees and expenses incident to the
performance of its obligations hereunder, including, but not limited to,
(A) the Commission's registration fee, (B) the expenses of printing and
distributing this Agreement, the Registration Statement, the Pooling and
Servicing Agreement, each Preliminary Prospectus, the Prospectus and any
amendments or supplements thereto, and the blue sky and legal investment
memoranda and any supplements thereto, and any other document in connection
with the offering, purchase, sale and delivery of the Certificates, (C)
reasonable fees and expenses of accountants and counsel for the Transferor
and counsel for the Underwriter, (D) expenses of qualification of the
Certificates under state blue sky and securities laws and in connection
with blue sky and legal investment surveys, including the fees and
disbursements of counsel to the Underwriter in connection therewith, (E)
filing fees in connection with filings with the National Association of
Securities Dealers, Inc., if any, (F) fees and expenses of the Trustee and
any agent of the Trustee and the fees and disbursements of counsel for the
Trustee in connection with the Pooling and Servicing Agreement and the
Certificates, (G) any fees charged by the Rating Agencies for rating the
Certificates, (H) all miscellaneous expenses referred to in Item 13 of the
Registration Statement and (I) all other costs and expenses incident to the
performance of its obligations hereunder which are not specifically
provided for in this Section 7; (ii) all out-of-pocket expenses, including
agreed counsel fees, disbursements and expenses, incurred by the
Underwriter in connection with investigating, preparing to market and
marketing the Certificates and proposing to purchase and purchasing the
Certificates under this Agreement will be borne and paid by the Transferor
if this Agreement is terminated by the Underwriter on account of the
failure, refusal or inability on the part of the Transferor to perform all
obligations and satisfy all conditions on its part to be performed or
satisfied hereunder; and (iii) the Transferor will pay the costs and
charges of its transfer agent and registrar and the cost of preparing the
certificates for the Certificates.
(b) Except as otherwise expressly provided in this Section
7, the Underwriter agrees to pay all of its expenses in connection with
investigating, preparing to market and marketing the Certificates and
proposing to purchase and purchasing the Certificates under this Agreement,
including the fees and expenses of its counsel, and any advertising
expenses incurred by it in making offers and sales of the Certificates.
Section 8. Indemnification and Contribution. (a) The Transferor
and Yamaha agree, jointly and severally, to indemnify and hold harmless the
Underwriter, and each person, if any, who controls the Underwriter within
the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such
controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement (or in any amendment thereto), including the
information deemed to be a part of the Registration Statement pursuant to
Rule 430A(b) of the Rules and Regulations, if applicable, or the omission
or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading, or
arising out of any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and will reimburse the Underwriter and each such controlling
person for any legal or other expenses reasonably incurred by the
Underwriter or controlling person in connection with investigating,
defending or preparing to defend any such loss, claim, damage, liability or
action at the time such expenses are incurred; provided, however, that
neither the Transferor nor Yamaha will be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Transferor by the Underwriter specifically for use therein. Neither the
Transferor nor Yamaha shall be liable to the Underwriter or any person
controlling the Underwriter under the indemnity agreement in this
subsection (a) with respect to any of such documents to the extent that any
such loss, claim, damage or liability of the Underwriter or such
controlling person results from the fact that the Underwriter sold the
Certificates to a person to whom there was not sent or given, at or prior
to the written confirmation of such sale, a copy of the Prospectus or of
the Prospectus as then amended or supplemented (excluding documents
incorporated by reference), as applicable, in any case in which such
delivery is required by the Securities Act or the Rules and Regulations if
the Transferor furnished copies thereof to the Underwriter prior to such
confirmation and, if the loss, claim, damage or liability arises out of a
defect in the Preliminary Prospectus, then the Prospectus cured such
defect.
(b) The Underwriter will indemnify and hold harmless the
Transferor, Yamaha, each of their respective directors, each of the
Transferor's officers or authorized persons who signed the Registration
Statement and each person or entity, if any, who controls the Transferor or
Yamaha within the meaning of the Securities Act against any losses, claims,
damages or liabilities to which the Transferor or Yamaha or any such
director, officer or controlling person may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue or alleged untrue statement of any material fact contained in
the Registration Statement, any Preliminary Prospectus, the Prospectus, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Transferor by the Underwriter specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Transferor
or Yamaha or any such director, officer or controlling person in connection
with investigating, defending or preparing to defend any such loss, claim,
damage, liability or action. The Transferor acknowledges and agrees that
the only such information furnished to the Transferor by the Underwriter
consists of the following: (i) the statements in the last sentence of the
cover page of the Prospectus; (ii) the statements in the first and second
sentences in the third paragraph (concerning initial offering prices,
concessions and reallowances) and in the fourth, fifth, sixth and seventh
paragraphs (concerning stabilizing and other activities) under the heading
"Underwriting" in the Prospectus.
(c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this Section 8. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party). After notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such claim or
action, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation unless (i) the indemnified party shall
have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by the
Underwriter in the case of paragraph (a) of this Section 8, representing
the indemnified parties under such paragraph (a) who are parties to such
action other than local counsel), (ii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of commencement
of the action or (iii) the indemnifying party has authorized the employment
of counsel for the indemnified party at the expense of the indemnifying
party, and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such
clause (i) or (iii). An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless
such settlement, compromise or consent includes an unconditional release of
each indemnified party from all liability arising out of such claim,
action, suit or proceeding.
(d) If the indemnification provided for in Section 8(a) or
(b) hereof is for any reason, other than as specified in such provisions,
unavailable to or insufficient to hold harmless an indemnified party, then
each indemnifying party shall contribute to the amount paid or payable by
each indemnified party in respect of losses, claims, damages or liabilities
(or actions in respect thereof) referred to in Sections 8(a) or (b) hereof
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Transferor and Yamaha, on the one hand, and the
Underwriter, on the other, from the offering of the Certificates or, (ii)
if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative
fault of the Transferor and Yamaha, on the one hand, and the Underwriter,
on the other, in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable considerations. The
relative benefits received by the Transferor and Yamaha, on the one hand,
and the Underwriter, on the other, shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Transferor bear to the total underwriting
discounts and commissions received by the Underwriter, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault
of the Transferor and Yamaha, on the one hand, and the Underwriter, on the
other, shall be determined by reference to, among other things, whether the
untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the Transferor, Yamaha or the
Underwriter and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission.
The Transferor, Yamaha and the Underwriter agree that it would
not be just and equitable if their respective obligations to contribute
pursuant to this Section 8(d) were to be determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8(d). For
purposes of this Section 8(d), the term "damages" shall include any legal
or other expenses reasonably incurred by the Transferor, Yamaha or the
Underwriter in connection with investigating or defending against any
action or claim which is the subject of the contribution provisions of this
Section 8(d). Notwithstanding this Section 8(d), the Underwriter shall not
be required to contribute any amount in excess of the amount by which the
total amount of discounts and commissions received by the Underwriter in
respect of the Certificates underwritten by it and distributed to the
public exceeds the amount of any damages which the Underwriter has
otherwise been required to pay by reason of such untrue statement or
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The obligations of the Transferor or Yamaha under this
Section 8 shall be in addition to any liability which the Transferor or
Yamaha may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls the Underwriter within the
meaning of Section 15 the Securities Act; and the obligations of the
Underwriter under this Section 8 shall be in addition to any liability
which the Underwriter may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Transferor or Yamaha, to each
officer of the Transferor who has signed the Registration Statement and to
each person, if any, who controls the Transferor or Yamaha within the
meaning of Section 15 the Securities Act.
Section 9. Termination. (a) This Agreement may be terminated by
the Underwriter by notice to the Transferor prior to delivery of and
payment for the Certificates, (i) in the event that the Transferor or
Yamaha shall have failed, refused or been unable to perform all obligations
and satisfy all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date, (ii) if on any date during the
period from and including the date hereof to and including the Closing
Date, (A) any change, or development involving a prospective change, in or
affecting particularly the business or properties of the Transferor, Yamaha
or DFS shall have occurred which, in the reasonable judgment of the
Underwriter, materially impairs the investment quality or marketability of
the Certificates, (B) any suspension or material limitation of trading in
securities generally on the New York Stock Exchange or American Stock
Exchange, or setting of minimum or maximum prices for trading on such
exchange shall have been established by either of such exchanges or by
order of the Commission or by any other governmental authority, (C) a
banking moratorium shall have been declared by New York, California or
United States authorities or (D) there shall have been an outbreak or
material escalation of hostilities between the United States and any
foreign power, or of any other insurrection or armed conflict involving the
United States, any declaration of war by Congress or any other substantial
national or international calamity or emergency which, in the reasonable
opinion of the Underwriter, makes it impracticable or inadvisable to offer
or sell the Certificates on the terms and in the manner contemplated by the
Prospectus.
(b) Termination of this Agreement pursuant to this Section
9 shall be without liability of any party to any other party other than (i)
as specifically provided in Sections 7, 8 and 10 hereof and (ii) as a
result of bad faith, fraud or willful misconduct on the part of such party.
Section 10. Survival. The respective representations,
warranties, agreements, covenants, indemnities and other statements of the
Transferor, Yamaha, their respective officers and the Underwriter set forth
in this Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement shall remain in full force and effect, regardless of (a)
any investigation (or any statement as to the results thereof) made by or
on behalf of the Transferor, Yamaha, any of their respective officers or
directors, any Underwriter or any controlling person, (b) any termination
of this Agreement and (c) delivery of and payment for the Certificates. If
for any reason (other than solely by reason of the termination of this
Agreement because of a failure to satisfy a condition set forth in Section
9(a)(ii)(B), (C) or (D) hereof), the purchase of the Certificates by the
Underwriter is not consummated, the Transferor and Yamaha will reimburse
the Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with
the offering of the Certificates.
Section 11. Notices. All communications hereunder shall be in
writing and, if sent to the Underwriter, shall be mailed or delivered or
sent by telecopy to Chase Securities Inc., 270 Park Avenue, 7th Floor, New
York, New York 10017, Attention: Brad Dansker, Telecopier: (212) 834-6562
and, if sent to the Transferor, shall be mailed or delivered or sent by
telecopy to Yamaha Motor Receivables Corporation, 6555 Katella Avenue,
Suite A, Cypress, California 90630, Attention: Russell D. Jura, General
Counsel, Telephone: (714) 761-7500, and, if sent to Yamaha, shall be mailed
or delivered or sent by telecopy to Yamaha Motor Corporation, U.S.A., 6555
Katella Avenue, Cypress, California 90630, Attention: Russell D. Jura,
General Counsel, Telecopier: (714) 761-7836.
Section 12. Miscellaneous. This Agreement shall inure to the
benefit of and shall be binding upon the Underwriter, the Transferor,
Yamaha and their respective successors and legal representatives, and
nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any other person any legal or equitable right, remedy or
claim under or in respect of this Agreement, or any provisions herein
contained; this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons
and for the benefit of no other person except that the representations,
warranties, indemnities and agreements of the Transferor or Yamaha
contained in this Agreement shall also be for the benefit of any person or
persons who controls the Underwriter within the meaning of Section 15 of
the Securities Act. No purchaser of Certificates from the Underwriter shall
be deemed a successor because of such purchase. The validity and
interpretation of this Agreement shall be governed by the laws of the State
of New York. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement among
the Transferor, Yamaha and the Underwriter.
Very truly yours,
YAMAHA MOTOR RECEIVABLES CORPORATION, as
Transferor
By:_____________________________
Name:
Title:
YAMAHA MOTOR CORPORATION,
U.S.A.
By:_____________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
CHASE SECURITIES INC.,
as Underwriter
By:______________________________
Name:
Title:
