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Exhibit 4.1
TERMINATION AND RELEASE AGREEMENT
This TERMINATION AND RELEASE AGREEMENT (this "Agreement"), dated as of
June 15, 2000, among Saks Credit Corporation, as Seller ("SCC"), Saks
Incorporated, as Servicer ("Saks"), and Norwest Bank Minnesota, National
Association (the "Trustee").
PRELIMINARY STATEMENTS
SCC, Saks and the Trustee are parties to the Pooling and Servicing
Agreement dated as of August 21, 1997 (as amended, the "Pooling and Servicing
Agreement"). All capitalized terms which are used but not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement;
SCC, Saks and the Trustee are parties to the Series 1998-1 Supplement
to the Pooling and Servicing Agreement dated as of May 6, 1998 (as amended, the
"Series Supplement");
The Trustee issued the Series 1998-1 Class A Certificates, the Series
1998-1 Class B Certificates and the Series 1998-1 Class C Certificates
(collectively, the "Certificates") on May 6, 1998;
The Accumulation Period began on May 1, 2000 and the Class A Expected
Payment Date and the Class B Expected Payment Date is the date hereof;
SCC desires to terminate the Series Supplement, the Certificates and
all related agreements by payment in full and performance of all its obligations
under such Agreements; and
Subject to the terms hereof, each of the parties hereto consents to
such termination.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
Section 1. Termination and Release. Upon receipt by the Paying
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Agent, from and on behalf of SCC, of $91,903,075 in immediately available funds
in payment in full of all amounts due pursuant to the terms of the Series
Supplement, (i) the Series Supplement shall be terminated, (ii) the holders of
the Certificates will surrender such Certificates for cancellation, and (iii)
none of the Trustee, SCC or Saks shall have any further obligation or liability
under such Agreements, except that those provisions in such Agreements which by
their terms survive any termination of such Agreements, shall so survive.
Section 2. Further Assurances. The Trustee agrees that, at SCC's
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expense, it will promptly execute and deliver all further instruments and
documents and take all further actions as SCC may reasonably request in order to
terminate the Agreements referred to in Section 1 and to release any interests
it has in the Receivables pursuant to such Agreements, including such
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financing statements, amendments or assignments or terminations thereof as may
be reasonably requested by SCC to evidence the release of its interest in the
Receivables and any other property conveyed to the Trustee under such
Agreements.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.
SAKS CREDIT CORPORATION,
as Seller
SAKS INCORPORATED,
as Servicer
By: /s/ CHARLES J. HANSEN
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Charles J. Hansen
Senior Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ SUE DIGNAN
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Sue Dignan
Corporate Trust Officer
