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Exhibit 4.4  


 
 

AMENDMENT NO. 1 TO SERIES 1999-1 SUPPLEMENT
  (Yamaha Motor Master Trust/Floating Rate Series 1999-1)    
    


        AMENDMENT NO. 1 TO SERIES 1999-1 SUPPLEMENT (this "Amendment"), dated as of December 7,
2000, is by and among YAMAHA MOTOR RECEIVABLES CORPORATION, a Delaware corporation, as transferor (hereinafter, together with its successors and assigns in such capacity, the
"Transferor"), YAMAHA MOTOR CORPORATION, U.S.A., a California corporation, as servicer (hereinafter, together with its successors and assigns in such
capacity, the "Servicer") and THE CHASE MANHATTAN BANK, a New York banking corporation (successor to The Fuji Bank and Trust Company), as trustee
(hereinafter, together with its successors and permitted assigns in such capacity, the "Trustee"). 


RECITALS  


        WHEREAS, the Transferor, the Servicer and the Trustee have entered into that certain Series 1999-1 Supplement, dated as of June 1, 1999
(as previously amended, the "Original Supplement" and as amended hereby, the "Supplement"), to the
Amended and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1999 (as amended including by the First Amendment to Amended and Restated Master Pooling and Servicing Agreement,
dated as of November 19, 1999 (the Pooling and Servicing Agreement"). 


        WHEREAS,
the Transferor has requested that the Transferor Subordination Event relating to the percentage all-terrain vehicles be amended as further described below. 


        WHEREAS,
in order to effectuate such requested amendment, the parties hereto wish to amend the Original Supplement as hereinafter provided. 


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.    Defined Terms.    Unless otherwise defined herein, the terms used herein shall have the meanings
assigned to such terms in, or incorporated by reference into, the Original Supplement. 


        Section 2.    Amendments to Original Supplement.    Section 9 of the Original Supplement which specifies
Article IV of the Pooling and Servicing Agreement is hereby amended by deleting clause (ii) of Section 4.14(d) in its entirety and substituting in its place the following: 



        "(ii) as
of the last day of any Collection Period, the average aggregate balance of Receivables with respect to Products constituting all-terrain vehicles for the
three consecutive Collection Periods immediately preceding such date, calculated as a percentage of the Pool Balance, exceeds 36%;". 




        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. 


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        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 (the "Effective Date"). 


        Section 5.    Execution in Counterparts.    This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Amendment. 


        Section 6.    Binding Effect.    This Amendment shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and permitted assigns. 


        Section 7.    Governing Law.    This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York. 


        Section 8.    Severability of Provisions.    Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction. 


        Section 9.    Captions.    The captions in this Amendment are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof. 


        Section 10.    Supplement to Remain in Full Force and Effect; References.    Except as amended hereby, the
Original Supplement shall remain in full force and effect and is hereby ratified, adopted and confirmed in all respects. This Amendment shall be deemed to be an amendment to the Original Supplement.
All references in the Original Supplement to "this Supplement," "hereunder," "hereof," "herein," or words of like import, and all references to the Original Supplement in any other agreement or
document shall hereafter be deemed to refer to the Original Supplement as amended hereby. 


[REMAINDER
OF THIS PAGE LEFT INTENTIONALLY BLANK] 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Series 1999-1 Supplement to be executed as of the date and year first above
written. 



	 	 	YAMAHA MOTOR RECEIVABLES CORPORATION, as Transferor
	

 	
 	

By:	
 	

/s/  RUSSELL D. JURA      

	 	 	Name:	 	Russell D. Jura
	 	 	Title:	 	Assistant Secretary
	

 	
 	

YAMAHA MOTOR CORPORATION, U.S.A., as Servicer
	

 	
 	

By:	
 	

/s/  KENJI FUJIMOTO      

	 	 	Name:	 	Kenji Fujimoto
	 	 	Title:	 	Secretary
	

 	
 	

THE CHASE MANHATTAN BANK, as Trustee
	

 	
 	

By:	
 	

/s/  CRAIG M. KANTOR      

	 	 	Name:	 	Craig M. Kantor
	 	 	Title:	 	Vice President




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AMENDMENT NO. 1 TO SERIES 1999-1 SUPPLEMENT (Yamaha Motor Master Trust/Floating Rate Series 1999-1)