PROSPECTUS SUPPLEMENT This Prospectus Supplement,
DATED OCTOBER 17, 1994 filed pursuant to Rule 424(b)(3),
TO PROSPECTUS DATED relates to Registration Statement
NOVEMBER 14, 1989, AS No. 33-31877 and Prospectus
SUPPLEMENTED THROUGH dated November 14, 1989
SEPTEMBER 15, 1994
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 1994
Sears Credit Account Trust 1989 E
(Exact name of registrant as specified in charter)
Illinois 33-31877-01 Not Applicable
(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
c/o Sears Receivables Financing Group, Inc.
3711 Kennett Pike
Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (302) 888-3176
Former name, former address and former fiscal year, if changed
since last report: Not Applicable
<PAGE>
Item 5. Other Events
On October 17, 1994, Registrant made available the
Monthly Investor Certificateholders' Statement set forth as
Exhibit 21.
Item 7. Financial Statements and Exhibits
21. Monthly Investor Certificateholders' Statement
related to the distribution of October 17, 1994
and reflecting the performance of the Trust
during the Due Period ended in September, 1994,
which accompanied the distribution on October
17, 1994.
99(a) Supplemental Contribution Agreement dated as of
September 15, 1994.
99(b) Fourth Supplemental Pooling and Servicing Agreement
dated as of September 15, 1994.
99(c) Supplemental Purchase Agreement dated as of
September 15, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Sears Credit Account Trust 1989 E
(Registrant)
By: Sears Receivables Financing Group,Inc.
(Originator of the Trust)
Date: October 17, 1994 By: /S/PERRY N. WEINE
Perry N. Weine
Vice President, Administration
<PAGE>
EXHIBIT INDEX
Exhibit No.
21. Monthly Investor Certificateholders' Statement -
(October 17, 1994).
99(a) Supplemental Contribution Agreement dated as of
September 15, 1994.
99(b) Fourth Supplemental Pooling and Servicing Agreement
dated as of September 15, 1994.
99(c) Supplemental Purchase Agreement dated as of
September 15, 1994.
<PAGE>
Exhibit 21
SEARS CREDIT ACCOUNT TRUST 1989 E
MONTHLY INVESTOR CERTIFICATEHOLDERS' STATEMENT
8.65% CREDIT ACCOUNT
PASS-THROUGH CERTIFICATES
Under the Pooling and Servicing Agreement dated as of
November 13, 1989, by and among Sears, Roebuck and Co. ("Sears"),
Sears Receivables Financing Group, Inc. and Bank of America
Illinois, as Trustee, the Trustee is required to prepare certain
information each month regarding current distributions to Investor
Certificateholders and the performance of the Trust during the
previous month. The information which is required to be prepared
with respect to the distribution of October 17, 1994 (the "current
Distribution Date") and with respect to the performance of the
Trust during September, 1994 (the "related Due Period") is set
forth below. Certain of the information is presented on the basis
of an original principal amount of $1,000 per Investor Certificate.
Certain other information is presented based on the aggregate
amounts for the Trust as a whole.
A. Information Regarding the Current Monthly Distribution
(Stated on the Basis of $1,000 Original Principal Amount).
1. The total amount of the distribution to Investor
Certificateholders on the current Distribution Date
per $1,000 interest.................................. $0.000000000
2. The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.................... $0.000000000
3. The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.................... $0.000000000
B. Information Regarding the Performance of the Trust.
1. Collections of Receivables.
(a) The aggregate amount of Collections of Finance Charge
Receivables processed during the related Due
Period............................................. $9,010,297.19
(b) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Period............................................. $33,919,631.64
(c) The aggregate amount of Collections of Finance
Charge Receivables processed during the related Due
Period which were allocated in respect of the Investor
Certificates....................................... $788,401.79
(d) The aggregate amount of Collections of Principal
Receivables processed during the related Due Period
which were allocated in respect of the Investor
Certificates....................................... $25,046,361.26
(e) The aggregate amount of Collections of Finance Charge
Receivables processed during the related Due Period
which were allocated in respect of the Seller
Certificate....................................... $8,221,895.40
(f) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Period which were allocated in respect of the Seller
Certificate...................................... $8,873,270.38
2. Principal Receivables in the Trust; Principal Funding Account.
(a) The aggregate amount of Principal Receivables in the
Trust as of the end of the related Due Period (which
reflects the Principal Receivables represented by both
the Seller Certificate and the Investor
Certificates).....................................$569,046,560.82
(b) The amount of Principal Receivables in the Trust
represented by the Investor Certificates (the "Investor
Interest") as of the end of the related
Due Period........................................ $25,000,000.00
(c) The Investor Interest set forth in paragraph 2(b)
above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph 2(a)
above............................................. 4.39%
(d) The Invested Amount as of the end of the current
Distribution Date.................................$500,000,000.00
(e) The total amount to be deposited in the Principal
Funding Account in respect of Collections of Principal
Receivables on such Distribution Date............. $25,000,000.00
(f) The total amount on deposit in the Principal Funding
Account in respect of Collections of Principal
Receivables on such Distribution Date (after giving
effect to the deposit referred to in paragraph
2(e)).............................................$475,000,000.00
(g) The total Fixed Amount payable by Sears under
the Interest Rate Swap Agreement.................. $3,243,750.00
(h) The Deficit Accumulation Amount (after giving effect
to the deposit referred to in paragraph 2(e)............... $0.00
3. Interest Funding Account.
(a) The total amount to be deposited in the Interest Funding
Account in respect of Certificate Interest on such
Distribution Date............................... $3,604,166.67
(b) The total amount on deposit in the Interest Funding
Account in respect of Certificate Interest on such
Distribution Date (after giving effect to the deposit
referred to in paragraph 3 (a)).................. $18,020,833.35
4. Investor Charged-Off Amount.
(a) The aggregate amount of Receivables charge-off as
uncollectible during the related Due Period allocable
to the Investor Certificates (the "Investor Charged-Off
Amount")......................................... $170,714.85
(b) The Aggregate Investor Charged-Off Amount........ $0.00
5. Investor Losses; Reimbursement of Charge-Offs.
(a) The excess of the Investor Charged-Off Amount
set forth in paragraph 3(a) above over the sum
of (i) payments in respect of the Available Subordinated
Amount and (ii) Excess Servicing, if any (an "Investor
Loss")................................................ $0.00
(b) The amount of the Investor Loss set forth in paragraph
4(a) above, per $1,000 interest (which will have the
effect of reducing, pro rata, the amount of each Investor
Certificateholder's investment)........................ $0.00
(c) The total amount reimbursed to the Trust in the current
month from the sum of the Available Subordinated Amount
and Excess Servicing, if any, in respect of Investor Losses
in prior months........................................ $0.00
(d) The amount set forth in paragraph 4(c) above, per $1,000
interest (which will have the effect of increasing,
pro rata, the amount of each Investor Certificateholder's
investment)........................................... $0.00
(e) The aggregate amount of Investor Losses in the Trust as
of the end of the current Distribution Date........... $0.00
(f) The amount set forth in paragraph 4(e) above, per $1,000
interest (which will have the effect of reducing, pro rata,
the amount of each Investor Certificateholder's
investment)........................................... $0.00
6. Investor Servicing Fee.
The aggregate amount of the Investor Monthly
Servicing Fee payable by the Trust to the
Servicer for the related Due Period.................. $83,333.33
7. Available Subordinated Amount.
(a) The amount available to be applied pursuant
to Section 4.03 as of the end of the current
Distribution Date................................ $42,500,000.00
(b) The amount set forth in paragraph 6(a) above
as a percentage of the Invested Amount........... 8.50%
8. Investor Excess Spread Analysis
$ % (1)
______________ ________________
Allocated Yield (2) $788,401.79 18.92%
Less:
Certificate Interest (3) $360,416.67 8.65%
Servicing Fees (4) $83,333.33 2.00%
Allocated Charge-Offs (5) $170,714.85 4.10%
______________ ________________
Subtotal $614,464.85 14.75%
Excess Spread $173,936.94 4.17%
(1) Annualized percentage of the Investor Interest at the start
of the related Due Period (Section B2(b) plus Section B2(e))
(2) See Section B1(c) above
(3) Section B3(a) minus Section B2(g) above
(4) See Section B6 above
(5) See Section B4(a) above
Note: Payment rate (aggregate collections/beg. receivables
balance) for the related Due Period: 7.40%
C. The Pool Factor.
The Pool Factor (which represents the ratio of the
amount of the Invested Amount as of the end of
the day on the current Distribution Date to the
amount of the Investor Interest as of the Closing
Date). The amount of an Investor Certificateholder's
pro rata share of the Invested Amount can be determined
by multiplying the original denomination of the Holder's
Investor Certificate by the Pool Factor........... 1.0000000
BANK OF AMERICA ILLINOIS,
as Trustee
By:/S/ Robert J. Donahue
Title: Vice President
<PAGE>
EXHIBIT 99(a)
SEARS, ROEBUCK AND CO.
and
SEARS RECEIVABLES
FINANCING GROUP, INC.
SUPPLEMENTAL CONTRIBUTION AGREEMENT
Dated as of September 15, 1994
amending
CONTRIBUTION AGREEMENT
Dated as of November 21, 1989
______________________________________
SEARS CREDIT ACCOUNT TRUST 1989 E
<PAGE>
RECITALS
WHEREAS, the parties hereto entered into that certain
Contribution Agreement, dated as of November 21, 1989 (the "Agreement"),
by and between Sears, Roebuck and Co., a New York corporation ("Sears")
and Sears Receivables Financing Group, Inc., a Delaware corporation
("SRFG");
WHEREAS, the parties desire to effect certain amendments to
the Agreement pursuant to Section 6.02 thereof.
AGREEMENT
NOW, THEREFORE, THIS SUPPLEMENTAL AGREEMENT WITNESSETH that,
for and in consideration of the above premises, Sears and SRFG agree as
follows:
I. Definitions
The definitions in the Agreement are amended to read as set
forth in the Pooling and Servicing Agreement, as amended on the date
hereof, except for the terms set forth on Exhibit A hereto.
II. Amendment to Section 4.01
Section 4.01(b) of the Agreement is amended and restated in
its entirety to read as follows:
Section 4.01(b) Computer Files Marked. Sears shall, at its
own expense, on or prior to the date hereof, indicate in its computer
files or in the computer files of its affiliates, as applicable, that
Receivables created in connection with the Accounts have been
contributed to SRFG pursuant to this Agreement and sold to SRFG pursuant
to the Purchase Agreement and deliver to SRFG (or to the Trustee on
SRFG's behalf) a computer file, hard copy or microfiche list containing
a true and complete list of all such Accounts, identified by account
number.
III. Miscellaneous
Counterparts. This Supplemental Agreement may be executed
in any number of counterparts, each of which, when so executed, shall be
deemed to be an original, but all of which shall together constitute but
one and the same instrument.
Governing Law. This Supplemental Agreement shall be
construed in accordance with the internal laws of the State of Illinois,
without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, Sears and SRFG have caused this
Supplemental Agreement to be duly executed by their respective officers
as of September 15, 1994.
SEARS, ROEBUCK AND CO.
By:/S/ ALICE M. PETERSON
Name: Alice M. Peterson
Title: Vice President and
Treasurer
SEARS RECEIVABLES FINANCING GROUP, INC.
By:/S/ NANCY M. HOUGHTON-LYNCH
Name: Nancy M. Houghton-Lynch
Title: Vice President and
Treasurer
<PAGE>
EXHIBIT A
"Agreement"
"Contributed Receivables"
"Pooling and Servicing Agreement"
"Purchase Agreement"
<PAGE>
EXHIBIT 99(b)
SEARS, ROEBUCK AND CO.
Servicer
SEARS RECEIVABLES
FINANCING GROUP, INC.
Seller
and
BANK OF AMERICA ILLINOIS
Trustee
on behalf of the Certificateholders
FOURTH SUPPLEMENTAL POOLING AND SERVICING AGREEMENT
Dated as of September 15, 1994
amending
POOLING AND SERVICING AGREEMENT
Dated as of November 13, 1989, as amended
by Supplemental Pooling and Servicing Agreement
dated as of November 4, 1991, as amended
by Second Supplemental Pooling and Servicing Agreement
dated as of October 22, 1992, as amended
by Third Supplemental Pooling and Servicing Agreement
dated as of January 31, 1994
______________________________________
SEARS CREDIT ACCOUNT TRUST 1989 E
8.65% CREDIT ACCOUNT
PASS-THROUGH CERTIFICATES
<PAGE>
RECITALS
WHEREAS, the parties hereto entered into that certain
Pooling and Servicing Agreement, dated as of November 13, 1989, as
amended by that certain Supplemental Pooling and Servicing Agreement
dated as of November 4, 1991, as amended by that certain Second
Supplemental Pooling and Servicing Agreement dated as of October 22,
1992, as amended by that certain Third Supplemental Pooling and
Servicing Agreement dated as of January 31, 1994 (the "Agreement"),
among Sears, Roebuck and Co., as Servicer ("Sears"), Sears Receivables
Financing Group, Inc., as Seller ("SRFG") and Bank of America Illinois,
an Illinois banking corporation, as Trustee (the "Trustee");
WHEREAS, the parties desire to effect certain amendments to
the Agreement pursuant to Section 13.01 thereof.
AGREEMENT
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL AGREEMENT
WITNESSETH that, for and in consideration of the above premises, Sears
and SRFG agree with the Trustee as follows:
I. Definitions - In General
Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Agreement.
II. Definitions - Amended
The following definitions are amended and restated in their
entirety to read as follows:
"Account" shall mean an open-end retail charge plan for
specified Persons, maintained by Sears or an affiliate of Sears with
respect to the sale of goods or services, receivables under which are
transferred to the Trust pursuant to this Agreement. No Account shall
be a Charged-Off Account as of the Account Selection Date. Each Account
shall be identified by account number on Schedule 1 hereto. The
definition of Account shall include each account (a "Transferred
Account") into which an Account shall be transferred provided that (i)
such transfer was made in accordance with the Credit Guidelines and (ii)
such Transferred Account can be traced or identified as an account into
which an Account has been transferred. The term "Account" shall be
deemed to refer to an Additional Account only from and after the
Addition Date with respect thereto.
"Bank" shall mean Sears National Bank, a national banking
association.
"Billing Cycle" shall mean, with respect to any Account, the
billing cycle for such Account as determined by the Servicer or its
affiliates, as applicable, in accordance with its normal practice.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in New York, New York,
Chicago, Illinois, Phoenix, Arizona or the city in which the Corporate
Trust Office is located are authorized or obligated by law or executive
order to be closed.
"Charged-Off Account" shall mean each Account with respect
to which the Receivables in such Account have been charged-off as
uncollectible.
"Collections" shall mean (i) all payments including
Insurance Proceeds, if any, received by the Servicer or an affiliate of
the Servicer in respect of the Receivables at one of its central
administrative units charged with processing funds and recording them in
the Servicer's or the affiliate's records, as applicable, in the form of
cash, checks, wire transfers, ATM transfers or other forms of payment in
accordance with the Credit Agreement in effect from time to time and
(ii) amounts treated as Collections pursuant to subsections 2.04(d),
2.05(c), 3.01(c), 4.08(a), 4.08(c) and 12.02(b) hereof, less reductions
to Collections pursuant to 4.08(a). A Collection processed on an
Account in excess of the aggregate amount of Receivables in such Account
shall be credited to such Account or refunded to the Obligor by the
Servicer or an affiliate of the Servicer in accordance with its normal
practice pursuant to subsection 4.08(a).
"Credit Guidelines" shall mean the policies and procedures
relating to the operation of the credit business of Sears or its
affiliates, including, without limitation, the written policies and
procedures and the exercise of judgment by employees of Sears or its
affiliates in accordance with the normal practice of Sears or its
affiliates, as applicable, for determining the creditworthiness of
credit customers, the extension of credit to customers, and relating to
the maintenance of credit accounts and collection of credit receivables,
as such policies and procedures may be amended from time to time.
"Date of Processing" shall mean, with respect to any
transaction, the date on which such transaction is first recorded on the
computer master file of credit accounts maintained on behalf of the
Seller at one of the central administrative units of the Servicer or an
affiliate of the Servicer charged with processing funds and recording
them in the Servicer's or such affiliate's records (without regard to
the effective date of such recordation).
"Eligible Receivable" shall mean each Receivable:
(a) which is payable in United States dollars;
(b) which was created in compliance, in all material
respects, with all Requirements of Law applicable to the Seller and
Sears or one of its affiliates, as applicable, and pursuant to a Credit
Agreement which complies, in all material respects, with all
Requirements of Law applicable to the Seller and Sears or one of its
affiliates, as applicable;
(c) as to which at the time of the conveyance of such
Receivable to the Trust, the Seller had good and marketable title
thereto free and clear of all Liens arising under or through the Seller
or Sears; and
(d) which constitutes an "account," "general intangibles"
or "chattel paper" under and as defined in Article 9 of the UCC as then
in effect in the State of New York.
"Finance Charge Receivables" shall mean with respect to any
Account for any Due Period the amount billed as finance charges on such
Account for such Due Period.
"Insurance Proceeds" shall mean any amounts recovered
pursuant to any credit life insurance policies covering any Obligor with
respect to Receivables under such Obligor's Account.
"Schedule 1" shall mean the computer file, hard copy or
microfiche list delivered to the Trustee pursuant to subsection 2.01(b)
hereof which shall contain a true and complete list of all Accounts from
which Receivables have been conveyed to the Trust on the Closing Date
identified by account number.
"Trust" shall mean the trust created by this Agreement, the
corpus of which shall consist of the Receivables existing as of the Cut-
Off Date or thereafter created and all monies due or to become due with
respect thereto, all proceeds (as defined in Article 9 of the UCC as in
effect in the State of New York) of the Receivables and such funds as
from time to time are deposited in the Investor Accounts.
III. Amendment to Section 1.02
Section 1.02(c) of the Agreement is amended and restated in
its entirety to read as follows:
(c) All references to "accounts" shall refer to open-end
charge plans for specified persons maintained by Sears or an affiliate
of Sears with respect to the sale of goods or services, unless the
context otherwise requires.
IV. Amendment to Section 2.01
Sections 2.01(a) and (b) of the Agreement are amended and
restated in their entirety to read as follows:
(a) Effective on the Closing Date, the Seller hereby
sells, transfers, assigns and otherwise conveys to the Trust for the
benefit of the Certificateholders, without recourse, all right, title
and interest of the Seller in and to the Receivables existing as of the
Cut-Off Date and thereafter created, all monies due or to become due
with respect thereto, all proceeds (as defined in Article 9 of the UCC
as in effect in the State of New York) of such Receivables and Insurance
Proceeds, if any, relating thereto. In the event such sale, transfer,
assignment or conveyance is deemed to create a security interest in such
property, the Seller does hereby grant to the Trust a security interest
therein.
(b) In connection with such sale, the Seller further
agrees, at its own expense, on or prior to the Closing Date to (i) cause
Sears or an affiliate of Sears, as applicable, as agents of the Seller,
to indicate in its computer files that Receivables created in connection
with the Accounts have been sold to the Trust pursuant to this Agreement
for the benefit of the Certificateholders and (ii) deliver Schedule 1 to
the Trustee.
V. Amendment to Section 2.02
Section 2.02(b) of the Agreement is amended and restated in
its entirety to read as follows:
(b) The obligation of the Trustee to accept the
Receivables shall be subject to the condition that the Seller records
and files, at its own expense, one or more financing statements with
respect to the Receivables then existing and thereafter created for the
sale of accounts, general intangibles or chattel paper as defined in
Article 9 of the UCC as in effect in the State of New York meeting the
requirements of Illinois law in such manner as is necessary to perfect
the sale and assignment of such Receivables to the Trust, and to deliver
a file-stamped copy of such financing statement or other evidence of
such filing to the Trustee on or prior to the date of issuance of the
Certificates.
VI. Amendment to Section 2.04
Sections 2.04(a)(ii), (iii) and (v) of the Agreement are
amended and restated in their entirety to read as follows:
(ii) this Agreement or appropriate Assignment, as the case
may be, constitutes a sale of the Receivables existing as of the Cut-Off
Date and thereafter created, and of all proceeds (as defined in the UCC
as in effect in the State of New York) of such Receivables, but does not
constitute a valid transfer and assignment to the Trust of all right,
title and interest of the Seller in and to such property, or such
property will not be owned by the Trust free and clear of any Lien of
any Person claiming through or under the Seller; or
(iii) this Agreement or appropriate Assignment, as the case
may be, does not constitute a sale of such property, and it further does
not constitute a grant of a security interest (as defined in the UCC as
in effect in the State of New York) in such property to the Trust which
is enforceable with respect to existing Receivables and the proceeds
thereof upon execution and delivery of the Agreement or Assignment, and
which will be enforceable with respect to such Receivables hereafter or
thereafter created and the proceeds thereof upon such creation; or
(v) either the Seller or a Person claiming through or
under the Seller has any claim to or interest in any of the Distribution
Account or the Collections Account, if any, other than (i) the interest
of the Certificateholders and (ii) if the Agreement or appropriate
Assignment, as the case may be, constitutes the grant of a security
interest in such property, the interest of the Seller in such property
as a debtor for purposes of the UCC as in effect in the State of New
York,
VII. Amendment to Section 2.05
Section 2.05(b) of the Agreement is amended and restated in
its entirety to read as follows:
(b) Credit Agreements and Guidelines. The Seller shall
cause the Servicer as its agent to service and administer the Accounts
in a particular state or similar jurisdiction in accordance with
policies identical to those used in servicing and administering the
accounts of Sears or one of its affiliates, as applicable, that are
substantially similar to the Accounts in such jurisdiction. The terms
and provisions of a Credit Agreement may be changed in any respect
(including, without limitation, the calculation of the amount, or the
timing, of charge-offs) only if such change is made applicable to the
entire portfolio of accounts of Sears or one of its affiliates, as
applicable, that are substantially similar to the Accounts, obligors of
which are resident in a particular affected state or similar
jurisdiction and not only to the Accounts.
VIII. Amendment to Section 3.01
Sections 3.01(b) and (d) of the Agreement are amended and
restated in their entirety to read as follows:
(b) The Servicer is hereby authorized in the name and on
behalf of the Trustee and the Seller, and agrees, to service and
administer the Receivables and collect payments due under such
Receivables in accordance with the customary and usual servicing
procedures used by it or its affiliates, as applicable, for servicing
credit receivables comparable to the Receivables and in accordance with
the Credit Guidelines, and acting alone or through any party designated
by it pursuant to Section 8.06, shall do any and all things in
connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the
foregoing and subject to Section 10.01, the Servicer is hereby
authorized and empowered (i) unless such power and authority is revoked
by the Trustee, to instruct the Trustee to make withdrawals and payments
from the Distribution Account, the Principal Funding Account, the
Interest Funding Account and the Collections Account in accordance with
such instructions as set forth in this Agreement and the Guaranteed Rate
Agreement, (ii) to execute and deliver, or cause its affiliates to
execute and deliver, on behalf of the Trust for the benefit of the
Certificateholders but in its own name, or the name of its affiliate, as
applicable, without reference to the fact that it is acting for the
Trust, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, and all other comparable
instruments, with respect to the Receivables and, after the delinquency
of any such Receivable and to the extent permitted under and in
compliance with applicable law and regulations, to commence collection
proceedings, or cause its affiliates to commence collection proceedings,
as applicable, with respect to such Receivables and (iii) to make any
filings, registrations with, and to seek any consents or authorizations
from the Securities and Exchange Commission and any securities authority
of any jurisdiction on behalf of the Trust as may be necessary or
advisable to comply with the securities or reporting requirements laws
of the United States or any state or other jurisdiction. The Trustee
agrees that it shall promptly follow the instructions of the Servicer to
withdraw funds from the Distribution Account, the Collections Account,
the Interest Funding Account and the Principal Funding Account. The
Trustee shall furnish the Servicer or its affiliate, as applicable, with
any powers of attorney and other documents necessary or appropriate
under the laws of any jurisdiction with authority over the Receivables
to enable the Servicer to carry out its servicing and administrative
duties hereunder.
(d) The Servicer and its affiliates shall under no
circumstances be obligated to use separate servicing procedures,
offices, employees or accounts for servicing Accounts from the
procedures, offices, employees and accounts used in connection with
servicing other accounts.
IX. Amendment to Section 4.08
Section 4.08(a) of the Agreement is amended and restated in
its entirety to read as follows:
(a) With respect to any Receivable which was created as a
result of a fraudulent or counterfeit charge, the amount of such
Receivable shall be applied as a Collection in accordance with Section
4.03 and accounted for in accordance with the Credit Guidelines. To the
extent that the Servicer otherwise adjusts, reduces, modifies or cancels
a Receivable in accordance with the Credit Guidelines without receiving
cash or other payment therefor by the Obligor with respect to such
Receivable, the amount of any such adjustment resulting in a reduction
in Receivables shall be applied as a Collection in accordance with
Section 4.03, and the amount of any such adjustment resulting in an
increase in Receivables shall be deducted from amounts deemed
Collections pursuant to Article I hereof.
X. Amendment to Section 9.01
The following paragraph is inserted immediately following
Section 9.01(m) of the Agreement:
(n) the Bank is the originator of any of the Receivables
and shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to all or
substantially all of its property, or a decree or order of a court or
agency or supervisory authority having jurisdiction in the premises for
the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Bank and such decree or
order shall have remained in force undischarged or unstayed for a period
of 120 days; or the Bank shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of
any applicable insolvency or reorganization statute, make an assignment
for the benefit of its creditors or voluntarily suspend payment of its
obligations;
The last clause immediately following Section 9.01(n) of the
Agreement is amended and restated in its entirety to read as follows:
in the case of any event described in subparagraphs (a), (b), (h), (k)
or (n) after the applicable grace period set forth in such
subparagraphs, either the Trustee or the Holders of Investor
Certificates evidencing Fractional Undivided Interests aggregating not
less than 51% of the Invested Amount by notice then given in writing to
the Seller and the Servicer (and to the Trustee if given by the Investor
Certificateholders) may declare that an amortization event (an
"Amortization Event") has occurred as of the date of such notice, and in
the case of any event described in subparagraphs (c), (d), (e), (f),
(g), (i), (j) or (l), an Amortization Event shall occur without any
notice or other action on the part of the Trustee or the Investor
Certificateholders immediately upon the occurrence of such event.
XI. Amendment to Exhibit A (Form of Investor Certificate)
The first paragraph on page A-1 is amended and restated in
its entirety to read as follows:
This certifies that __________________ (the "Investor
Certificateholder") is the registered owner of a Fractional Undivided
Interest in the Sears Credit Account Trust 1989 E (the "Trust"), the
corpus of which consists of a portfolio of receivables (the
"Receivables") existing as of the Cut-Off Date or thereafter created
under certain open-end retail charge plans for specified Persons (the
"Accounts") originated by Sears, Roebuck and Co., a New York corporation
("Sears") or an affiliate of Sears, which Receivables have been
transferred to Sears Receivables Financing Group, Inc., a Delaware
corporation ("SRFG"), all monies due or to become due with respect
thereto, all proceeds (as defined in Article 9 of the Uniform Commercial
Code as in effect in the State of New York) of such Receivables and
Insurance Proceeds, if any, relating thereto pursuant to a Pooling and
Servicing Agreement, dated as of November 13, 1989 (the "Pooling and
Servicing Agreement"), by and among Bank of America Illinois, an
Illinois banking corporation, as trustee (the "Trustee"), Sears as
Servicer and SRFG, a summary of certain of the pertinent provisions of
which is set forth herein below. Reference is hereby made to the
further provisions of this Investor Certificate set forth on the reverse
hereof, and such further provisions shall for all purposes have the same
effect as if set forth at this place.
The Trustee's signature line of page A-6 is amended to read:
"Bank of America Illinois"
XII. Amendment to Exhibit B (Form of Seller Certificate)
The first paragraph on page B-1 is amended and restated in
its entirety to read as follows:
This certifies that Sears Receivables Financing Group, Inc.,
a Delaware corporation ("SRFG") is the registered owner of a Fractional
Undivided Interest in Sears Credit Account Trust 1989 E (the "Trust"),
the corpus of which consists of a portfolio of receivables (the
"Receivables") existing as of the Cut-Off Date or thereafter created
under certain open-end retail charge plans for specified Persons (the
"Accounts") originated by Sears, Roebuck and Co., a New York corporation
("Sears") or an affiliate of Sears, which Receivables have been
transferred to SRFG, all monies due or to become due with respect
thereto, all proceeds (as defined in Article 9 of the Uniform Commercial
Code as in effect in the State of New York) of such Receivables and
Insurance Proceeds, if any, relating thereto pursuant to a Pooling and
Servicing Agreement, dated as of November 13, 1989 (the "Pooling and
Servicing Agreement"), by and among Bank of America Illinois, an
Illinois banking corporation, as trustee (the "Trustee"), Sears as
Servicer and SRFG, a summary of certain of the pertinent provisions of
which is set forth herein below.
The Trustee's signature line of page B-4 is amended to read:
"Bank of America Illinois, an Illinois banking corporation"
XIII. Amendment to Exhibit C (Form of Assignment of Additional
Accounts)
The Trustee's name in the lead-in paragraph on page C-1 is
amended
to read as follows: "Bank of America Illinois, an Illinois banking
corporation"
Sections 3(a), (b) and (c) on page C-2 are amended and
restated in their entirety to read as follows:
3. Conveyance of Receivables. (a) The Seller hereby
sells, transfers, assigns and otherwise conveys to the Trust for the
benefit of the Certificateholders, without recourse on and after the
Addition Date Cut-Off Date, all right, title and interest of the Seller
in and to the Receivables then existing and thereafter created in the
Additional Accounts designated hereby, all monies due or to become due
or to become due with respect thereto, all proceeds (as defined in
Article 9 of the UCC as in effect in the State of New York) of such
Receivables and Insurance Proceeds, if any, relating thereto. In the
event such sale, transfer, assignment, or conveyance is deemed to create
a security interest in such property, the Seller does hereby grant to
the Trust a security interest therein.
(b) In connection with such sale, the Seller agrees to
record and file, at its own expense, a financing statement with respect
to the Receivables now existing and hereafter created in the Additional
Accounts designated hereby (which may be a single financing statement
with respect to all such Receivables) for the sale of accounts, general
intangibles or chattel paper as defined in Article 9 of the UCC as in
effect in the State of New York, meeting the requirements of applicable
state law in such manner and in such jurisdictions as are necessary to
perfect the sale and assignment of such Receivables to the Trust, and to
deliver a file-stamped copy of such financing statement or other
evidence of such filing (which may, for purposes of this Section 3,
consist of telephone confirmation of such filing) to the Trustee on or
prior to the date of this Assignment.
(c) In connection with such sale, the Seller further
agrees, at its own expense, on or prior to the date of this Assignment
to indicate, or to cause to be indicated, in the computer files of Sears
or one of its affiliates, as applicable, that Receivables created in
connection with the Additional Accounts designated hereby have been sold
to the Trustee pursuant to this Assignment for the benefit of the
Certificateholders.
The Trustee's signature line on page C-4 is amended to read:
"Bank of America Illinois"
XIV. Amendment to Exhibit E (Form of Monthly Servicer Certificate)
The Trustee's name in the lead-in paragraph on page E-1 is
amended to read as follows: "Bank of America Illinois, an Illinois
banking corporation"
XV. Amendment to Exhibit F (Form of Annual Servicer
Certificate)
The Trustee's name in the lead-in paragraph on page F-1 is
amended to read as follows: "Bank of America Illinois, an Illinois
banking corporation"
XVI. Amendment to Exhibit G (Form of Monthly
Certificateholders' Statement)
The Trustee's name in the lead-in paragraph on page G-1 is
amended to read as follows: "Bank of America Illinois, an Illinois
banking corporation"
The Trustee's signature line on page G-4 is amended to read
as follows: "Bank of America Illinois"
XVII. Amendment to Exhibit H (Provisions to be Included in
Annual Opinion of Counsel)
The opinion paragraph on page H-1 is amended and restated in
its entirety to read as follows:
With the filing of financing statements covering the
Receivables in the offices of the Secretaries of State of the State of
Illinois, the State of Delaware and the State of Arizona, the interests
of the Trustee in the Receivables has been duly perfected. No other
action is required to continue such perfection prior to the six-month
period preceding the fifth anniversary of the filing of such financing
statements.
XVIII. Miscellaneous
Counterparts. This Fourth Supplemental Agreement may be
executed in any number of counterparts, each of which, when so executed,
shall be deemed to be an original, but all of which shall together
constitute but one and the same instrument.
Governing Law. This Fourth Supplemental Agreement shall be
construed in accordance with the internal laws of the State of Illinois,
without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused
this Fourth Supplemental Agreement to be duly executed by their
respective officers as of September 15, 1994.
SEARS RECEIVABLES FINANCING GROUP, INC.
as Seller
By:/S/ NANCY M. HOUGHTON-LYNCH
Name: Nancy M. Houghton-Lynch
Title: Vice President and
Treasurer
SEARS, ROEBUCK AND CO.
as Servicer
By:/S/ ALICE M. PETERSON
Name: Alice M. Peterson
Title: Vice President and
Treasurer
BANK OF AMERICA ILLINOIS
as Trustee
By:/S/ GREG JORDAN
Name: Greg Jordan
Title: Vice President
<PAGE>
EXHIBIT 99(c)
SEARS, ROEBUCK AND CO.
and
SEARS RECEIVABLES
FINANCING GROUP, INC.
SUPPLEMENTAL PURCHASE AGREEMENT
Dated as of September 15, 1994
amending
PURCHASE AGREEMENT
Dated as of November 21, 1989
______________________________________
SEARS CREDIT ACCOUNT TRUST 1989 E
<PAGE>
RECITALS
WHEREAS, the parties hereto entered into that certain
Purchase Agreement, dated as of November 21, 1989 (the "Agreement"), by
and between Sears, Roebuck and Co., a New York corporation ("Sears") and
Sears Receivables Financing Group, Inc., a Delaware corporation
("SRFG");
WHEREAS, the parties desire to effect certain amendments to
the Agreement pursuant to Section 7.02 thereof.
AGREEMENT
NOW, THEREFORE, THIS SUPPLEMENTAL AGREEMENT WITNESSETH that,
for and in consideration of the above premises, Sears and SRFG agree as
follows:
IV. Definitions
The definitions in the Agreement are amended to read as set
forth in the Pooling and Servicing Agreement, as amended on the date
hereof, except for the terms set forth in Exhibit A hereto.
V. Amendment to Section 4.01
Section 4.01(b) of the Agreement is amended and restated in
its entirety to read as follows:
Section 4.01(b) Computer Files Marked. Sears shall, at its own
expense, on or prior to the date hereof, indicate in its computer files
or in the computer files of its affiliates, as applicable, that
Receivables created in connection with the Accounts have been sold or
otherwise conveyed to SRFG pursuant to this Agreement and the
Contribution Agreement and deliver to SRFG (or to the Trustee on SRFG's
behalf), a computer file, hard copy or microfiche list containing a true
and complete list of all such Accounts, identified by account number.
VI. Amendment to Section 5.03
Sections 5.03 of the Agreement is amended and restated in
its entirety to read as follows:
Section 5.03 Credit Agreements and Guidelines. Sears shall
service and administer the Accounts in a particular state or similar
jurisdiction in accordance with policies identical to those used in
servicing and administering the accounts of Sears or one of its
affiliates, as applicable, that are substantially similar to the
Accounts in such jurisdiction. The terms and provisions of a Credit
Agreement may be changed in any respect (including, without limitation,
the calculation of the amount, or the timing, of charge-offs) only if
such change is made applicable to the entire portfolio of accounts of
Sears or one of its affiliates, as applicable, that are substantially
similar to the Accounts, obligors of which are resident in a particular
affected state or similar jurisdiction, and not only to Accounts.
VII. Amendment to Section 5.06
Section 5.06(c) of the Agreement is amended and restated in
its entirety to read as follows:
(c) Eligibility of Receivables. If as of the date hereof and
with respect to each Receivable sold, transferred, assigned and
otherwise conveyed to SRFG: (i) any Receivable then existing has not
been sold, transferred, assigned and otherwise conveyed to SRFG free and
clear of any Liens or is not in compliance, in all material respects,
with all Requirements of Law applicable to Sears or an affiliate of
Sears, as applicable; or (ii) all necessary consents, licenses,
approvals or authorizations of any Governmental Authority of any
jurisdiction required to be obtained, effected or given by Sears in
connection with the conveyance of such Receivables to SRFG have not been
duly obtained, effected or given or are not in full force and effect,
then a Receivable Repurchase Event shall have occurred. If, as of three
Business Days after the end of each Due Period, with respect to
Receivables created during such Due Period: (i) any such Receivable has
not been sold, transferred, assigned and otherwise conveyed to SRFG in
compliance, in all material respects, with all Requirements of Law
applicable to Sears or an affiliate of Sears, as applicable, or (ii) all
necessary consents, licenses, approvals or authorizations of any
Governmental Authority of any jurisdiction required to be obtained,
effected or given by Sears in connection with the conveyance of such
Receivables to SRFG have not been duly obtained, effected or given or
are not in full force and effect, then a Receivable Repurchase Event
shall have occurred.
VIII. Amendment to Annex B (Form of Additional Assignment)
Section 3(c) of Annex B is amended and restated in its
entirety to read as follows:
(c) In connection with such sale, Sears further agrees, at its own
expense, on or prior to the date of this Additional Assignment to
indicate, or to cause to be indicated, in Sears computer files or in the
computer files of an affiliate of Sears, as applicable, that Receivables
created in connection with the Additional Accounts designated hereby
have been sold to SRFG pursuant to this Additional Assignment.
IX. Miscellaneous
Counterparts. This Supplemental Agreement may be executed
in any number of counterparts, each of which, when so executed, shall be
deemed to be an original, but all of which shall together constitute but
one and the same instrument.
Governing Law. This Supplemental Agreement shall be
construed in accordance with the internal laws of the State of Illinois,
without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, Sears and SRFG have caused this
Supplemental Agreement to be duly executed by their respective officers
as of September 15, 1994.
SEARS, ROEBUCK AND CO.
By:/S/ ALICE M. PETERSON
Name: Alice M. Peterson
Title: Vice President and
Treasurer
SEARS RECEIVABLES FINANCING GROUP, INC.
By:/S/ NANCY M. HOUGHTON-LYNCH
Name: Nancy M. Houghton-Lynch
Title: Vice President and
Treasurer
<PAGE>
EXHIBIT A
"Add-ons"
"Additional Assignment"
"Agreement"
"Assignment"
"Contributed Receivables"
"Contribution Agreement"
"Pooling and Servicing Agreement"
"Portfolio Repurchase Event"
"Principal Receivable"
"Receivables Purchase Price"
"Seller Monthly Servicing Fee"
