EXHIBIT 10.17.1
FIRST AMENDMENT
TO POOLING AND SERVICING AGREEMENT
This First Amendment (the "Amendment"), dated as of October 7, 1993, by
and between RI Receivables, Inc., a Delaware corporation ("Transferor"), Rohr,
Inc., a Delaware corporation ("Rohr"), and Bankers Trust Company, a New York
State banking corporation as Trustee (the "Trustee"), amends that certain
Pooling and Servicing Agreement (the "Agreement") dated as of December 23, 1992
among the Transferor, Rohr and the Trustee. Capitalized terms used in this
Amendment and not defined herein shall have the respective meaning ascribed to
them in the Agreement.
The parties hereto agree as follows:
1. Amendment to Agreement. The Agreement is amended, effective as of the
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date hereof, as follows:
(a) The definition of "Cure Period" contained in Section 1.01 of the
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Agreement is amended by adding the following to the end of the last sentence
thereof:
unless (A) the Transferor shall have provided written notice to
the Trustee and to each Investor Certificateholder that it
intends to deposit Cure Funds into the Reserve Fund which will
increase the aggregate amount of Cure Funds held in the Reserve
Fund to more than 20% of the Invested Amount, and (B) no Investor
Certificateholder shall have provided written notice of objection
to such deposit or deposits to the Transferor and the Trustee on
or prior to 3:00 p.m. (New York City time) on the second Business
Day after the day such Investor Certificateholder received the
written notice from the Transferor.
(b) The second paragraph of Section 4.03 of the Agreement is amended
to read as follows:
In the case of Cure Funds held in the Reserve Fund from time
to time, the Trustee shall release all or a portion of such Cure
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Funds to the Transferor on any Business Day specified by the
Transferor if, but only if, the Transferor shall deliver to the
Trustee a written request for such release, substantially in the
form of Exhibit G hereto, at least two Business Days prior to
such specified Business Day and on such specified Business Day
the Trustee shall not have received written notice that any
Partial Amortization Period or Amortization Period shall have
commenced and be continuing or would commence after giving effect
to such release.
(c) A new Exhibit G is added to the Agreement, to read in the
form of Exhibit G to this Amendment.
2. Waiver of Requirement to Reduce Invested Amount. The Trustee and the
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undersigned Investor Certificateholders hereby agree that Rohr, as Servicer,
need not deposit any portion of the Collections received from August 2, 1993
through August 16, 1993 to the Trustee's Account for payment to the Investor
Certificateholders to reduce the Invested Amount.
3. Waiver of Requirement to Provide Notice of Amendment. The Trustee
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need not furnish written notification of the substance of this Amendment to the
Investor Certificateholders pursuant to Section 13.01(c) of the Agreement.
4. Effectiveness. This First Amendment shall become effective as of the
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date on which it has been executed by each of Rohr, Transferor and Trustee, and
has received the consent of the Investor Certificateholders: The Prudential
Insurance Company of America, John Hancock Mutual Life Insurance Company and
John Hancock Variable Life Insurance Company.
5. Costs and Expenses. Rohr agrees to pay on demand all costs and
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expenses of the Trustee and the Investor Certificateholders in connection with
the preparation, execution and delivery of this First Amendment.
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
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7. Counterparts. This Amendment may be executed in one or more
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counterparts and by different parties hereto in separate counterparts, each of
which when executed and delivered shall be deemed to be an original and all of
which when taken together shall constitute the same instrument.
IN WITNESS WHEREOF, the Transferor, Rohr and the Trustee have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.
RI RECEIVABLES, INC.
By: /s/ R. M. Miller
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Name: R. M. Miller
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Title: President and Treasurer
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ROHR, INC.
By: /s/ R. W. Madsen
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Name: R. W. Madsen
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Title: Vice President
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BANKERS TRUST COMPANY, Trustee
By: /s/ Elizabeth Robinson
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Name: Elizabeth Robinson
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Title: Assistant Treasurer
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The undersigned, constituting all of the Investor Certificateholders,
hereby consent to the foregoing Amendment.
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Kevin Lalor
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Name: Kevin Lalor
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Title: Vice President
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JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY
By:
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Name:
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Title:
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JOHN HANCOCK VARIABLE LIFE
INSURANCE COMPANY
By:
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Name:
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Title:
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