EXHIBIT 10.7
FIRST AMENDMENT TO SERVICING AGREEMENT
This FIRST AMENDMENT TO SERVICING AGREEMENT (this "Amendment"),
dated as of May 1, 1999, is entered into between Yamaha Motor Corporation,
U.S.A., a corporation organized and existing under the laws of the State of
California ("Yamaha"), and Deutsche Financial Services Corporation
(formerly known as ITT Commercial Finance Corp.), a corporation organized
and existing under the laws of the State of Nevada, as servicer ("DFS").
RECITALS
WHEREAS, Yamaha and DFS have entered into that certain Servicing
Agreement, dated as of March 1, 1994 ("Servicing Agreement"), pursuant to
which DFS continues to service certain Receivables sold by it to Yamaha;
WHEREAS, the parties desire to clarify and amend specified
provisions of the Servicing Agreement to reflect the parties' understanding
and course of conduct;
WHEREAS, pursuant to the Servicing Agreement, Yamaha and DFS may
amend such agreement without the consent of the Trustee, YMRC or any
Investor Certificateholder.
AGREEMENT
NOW, THEREFORE, in exchange for good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged) the parties
hereby agree as follows:
Section 1. Definitions.
Each capitalized term used and not otherwise defined herein has the
meaning ascribed thereto in the Servicing Agreement or the Receivables Sale
Agreement, as appropriate.
Section 2. Amendments.
a. Omnibus Amendment to Servicing Agreement. Any reference
in the Servicing Agreement to "ITT Commercial Finance Corp." shall hereby
be a reference to "Deutsche Financial Services Corporation" and any
reference therein to "ITT" shall hereby be a reference to "DFS."
b. Amendment to paragraph A. Paragraph A of the Servicing
Agreement is hereby amended by inserting the phrase ", Tennessee
Watercraft, Inc." after the phrase "Yamaha Motor Manufacturing Corporation
of America" therein.
c. Amendment to Section 1.1.
i. The definition of "Collections" in Section 1.1 of
the Servicing Agreement is hereby amended by inserting the phrase
", on behalf of or with respect to" after the phrase "any payment
made by" therein.
ii. The definition of "Yamaha Products" in Section
1.1 of the Servicing Agreement is hereby amended by inserting the
phrase ", Tennessee Watercraft, Inc." after the phrase "Yamaha
Motor Company, Ltd." therein.
d. Amendment to Section 2.1. Section 2.1 of the Servicing
Agreement is hereby amended as follows:
i. Section 2.1(b) of the Servicing Agreement is
hereby amended by inserting the following before the first sentence
thereof:
DFS shall service and administer the
Receivables and shall collect payments due
under the Receivables in accordance with the
Floorplan Financing Guidelines. To the extent
not covered therein,
ii. Section 2.1 of the Servicing Agreement is hereby
further amended by inserting the following new subsection:
(c) Accounts. Every Business Day, DFS shall deposit
in the Concentration Account all Collections received
by it in respect of such day. At least every second
Business Day, DFS shall transfer all such Collections
from the Concentration Account to a designated
account established and maintained by and for the
benefit of Yamaha and its permitted assignees under
the Receivables Purchase Agreement and the Pooling
and Servicing Agreement.
e. Amendment to Section 2.2(j). Section 2.2(j) of the
Servicing Agreement is hereby amended by deleting from the first sentence
thereof the phrase "all amounts paid by the Dealers under ITT Agreements
for Wholesale Financing" and substituting in its place the phrase "all
Collections."
f. Amendment to Schedule I. Schedule I to the Servicing
Agreement is hereby amended by deleting it in its entirety and substituting
in its place the Schedule I attached hereto.
g. Amendment to Schedule II. Schedule II to the Servicing
Agreement is hereby amended by deleting it in its entirety and substituting
in its place the Schedule II attached hereto.
Section 3. Representations and Warranties.
Each party, by executing this Amendment, hereby represents and
warrants that the Person executing this Amendment on behalf of such party
is duly authorized to do so, such party has full right and authority to
enter into this Amendment and to consummate the transactions described in
this Amendment, and this Amendment constitutes the valid and legally
binding obligation of such party and is enforceable against such party in
accordance with its terms.
Section 4. Effective Date.
This Amendment shall become effective as of the date first written
above upon the execution and delivery of this Amendment by all of the
parties hereto.
Section 5. Miscellaneous.
a. Ratification of Servicing Agreement. The terms and
provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Servicing Agreement and,
except as expressly modified and superseded by this Amendment, the
Servicing Agreement is ratified and confirmed in all respects and shall
continue in full force and effect.
b. References. The Servicing Agreement, and all other
agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the
Servicing Agreement as amended hereby, is hereby amended so that any
reference in such agreement to the Servicing Agreement shall mean a
reference to such agreement as amended hereby.
c. Counterparts. This Amendment may be executed in two or
more counterparts, each of which will be deemed to be an original but all
of which together will constitute one and the same instrument.
d. Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws of the State of California.
e. Binding Agreement. This Amendment shall be binding upon
and inure to the benefit of the Seller, the Purchaser, the Trustee and the
Investor Certificateholders and their respective successors and assigns.
IN WITNESS WHEREOF, this Amendment has been signed and delivered by
the parties as of the date first above written.
DEUTSCHE FINANCIAL SERVICES
CORPORATION, as Servicer
By:
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Name:
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Title:
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YAMAHA MOTOR CORPORATION, U.S.A
By:
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Name:
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Title:
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