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): January 31, 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
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Item 5. Other Events
On January 31, 1994, Sears Credit Account Trust 1989E (the
"Trust"), by Continental Bank, National Association, as Trustee (the
"Trustee"), Sears, Roebuck and Co. and Sears Receivables Financing
Group, Inc. entered into a supplemental pooling and servicing agreement
to amend the Pooling and Servicing Agreement establishing the Trust.
The foregoing actions were taken to conform the Pooling and Servicing
Agreement to the current standards. Each of Duff & Phelps, Moody's
Investors Service and Standard & Poor's has confirmed the credit rating
of the Investor Certificates.
Item 7. Financial Statements and Exhibits
4. Third Supplemental Pooling and Servicing Agreement
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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: January 31, 1994 By: /S/ Alice M. Peterson
Alice M. Peterson
President and Chief Executive Officer
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EXHIBIT INDEX
Page number
in sequential
Exhibit No. number system
4. Third Supplemental Pooling and 5
Servicing Agreement dated
January 31, 1994.
<PAGE>
Exhibit 4
SEARS, ROEBUCK AND CO.
Servicer
SEARS RECEIVABLES
FINANCING GROUP, INC.
Seller
and
CONTINENTAL BANK,
NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
THIRD SUPPLEMENTAL POOLING AND SERVICING AGREEMENT
Dated as of January 31, 1994
amending
POOLING AND SERVICING AGREEMENT
Dated as of November 13, 1989
__________________________
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 (the "Existing
Agreement"), among Sears, Roebuck and Co., as Servicer
("Sears"), Sears Receivables Financing Group, Inc., as Seller ("SRFG")
and Continental Bank, National Association, as Trustee (the "Trustee");
WHEREAS, the parties desire to effect certain amendments to the Existing
Agreement pursuant to Section 13.01 thereof.
AGREEMENT
NOW, THEREFORE, THIS 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 Existing Agreement.
II. Amendments to Section 1.01
Section 2.01. Amended Definition of "Permitted Investments."
Clause (a)(ii) of the definition of "Permitted Investments" in Section
1.01 of the Existing Agreement is amended and restated in its entirety
to read as follows:
(a)(ii) time deposits in, or bankers' acceptances issued by, any
depository institution or trust company incorporated under the laws of the
United States of America or any state thereof (or any domestic branch of
a foreign bank) and subject to supervision and examination by federal or
state banking or depository institution authorities; provided, however,
that at the time of the Trust's investment or contractual commitment to
invest therein, the short-term deposits or commercial paper (other than such
obligation whose rating is based on the credit of a person or entity other
than such institution or trust company) of such depository institution or
trust company (or in the case of a depository institution which is the
principal subsidiary in a holding company system, of the holding company in
such system) have a credit rating not lower than the highest rating
category from the Rating Agency, or such certificates of deposit are fully
insured by the FDIC;
Section 2.02. Amended Definition of "Permitted Investments." The
definition of "Permitted Investments" in Section 1.01 of the Existing
Agreement, is amended and restated in its entirety, commencing at clause (e), to
read as follows:
(e) repurchase agreements transacted with either (i) an entity subject to the
United States federal bankruptcy code, provided that (A) the term of the
repurchase agreement is consistent with the requirements set forth in
Section 4.02(c) with regard to the maturity of Permitted Investments or is
due on demand, (B) the Trustee or a third party acting solely as agent
for the Trustee has possession of the collateral, (C) the Trustee on behalf of
the Trust has a perfected first priority security interest in the collateral,
(D) the market value of the collateral is maintained at the requisite
collateral percentage of the obligation in accordance with Rating
Agency standards, (E) the failure to maintain the requisite collateral
level will obligate the Trustee to liquidate the collateral immediately,
(F) the securities subject to the repurchase agreement are either
obligations of, or fully guaranteed as to principal and interest by,
the United States of America or any instrumentality or agency thereof,
certificates of deposit or bankers acceptances and (G) the securities
subject to the repurchase agreement are free and clear of any third party
lien or claim; or (ii) a financial institution insured by the FDIC, or
any broker-dealer with "retail customers" that is under the jurisdiction
of the Securities Investors Protection Corp. ("SIPC"), provided that
(A) the market value of the collateral is maintained at the requisite
collateral percentage of the obligation in accordance with Rating Agency
standards, (B) the Trustee or a third party acting solely as agent for the
Trustee has possession of the collateral, (C) the Trustee on behalf of the
Trust has a perfected first priority security interest in the collateral,
(D) the collateral is free and clear of third party liens and, in the case
of an SIPC broker, was not acquired pursuant to a repurchase or reverse
repurchase agreement and (E) the failure to maintain the requisite
collateral percentage will obligate the Trustee to liquidate the
collateral; provided, however, that at the time of the Trust's
investment or contractual commitment to invest in any such repurchase
agreement, the short-term deposits or commercial paper rating or, in the absence
of a rating on the short-term deposits or commercial paper of
such entity or institution, the long-term unsecured debt obligations of such
entity or institution (or in the case of an United States
institution which is the principal subsidiary in a holding company
system, of the holding company in such system) shall have a credit
rating not lower than the highest rating category from the Rating
Agency; and Permitted Investment shall include, without limitation,
securities of the Investment Provider or any of its affiliates which
qualify as a Permitted Investment under clause (a), (b), (c), (d), or
(e) above.
III. Amendments to Section 4.02
Section 3.01. Amendment to Section 4.02(c). The third
sentence in Section 4.02(c) of the Existing Agreement is amended and
restated in its entirety to read as follows:
Any Permitted Investment with a stated maturity shall mature on or prior to the
next Distribution Date related to the earliest Due Period in
which Collections invested in such Permitted Investment were received.
IV. Amendments to Section 4.03
Section 4.01. Amendment to Section 4.03. The following
paragraph is inserted immediately following Section 4.03(f) of the
Existing Agreement:
(g) For any Due Period for which Collections have been deposited in the
Collections Account by the Servicer on a daily basis pursuant to Section
4.03(b), notwithstanding the other provisions of this Section 4.03, the
allocations of Collections pursuant to the provisions of Section
4.03(c), Section 4.03(d) and Section 4.03(e) shall be deemed to be made on the
date the Servicer delivers the Monthly Investor
Certificateholders' Statement and the Monthly Servicer Certificate to
the Trustee. The Trustee is hereby authorized, upon receipt of the
Monthly Investor Certificateholders' Statement, the Monthly Servicer
Certificate and written instructions from the Servicer, to transfer
immediately to the Seller and/or the Servicer any funds in the
Collections Account that would otherwise be paid to the Seller and the
Servicer on the Distribution Date related to such Due Period; provided
that the Trustee shall only transfer such funds to the extent available from
cash on deposit (including cash proceeds from Permitted Investments maturing
on or prior to such date).
V. Miscellaneous
Section 5.01. 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.
Section 5.02. 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.
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IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused
this Supplemental Agreement to be duly executed by their respective
officers as of January 31, 1994.
SEARS RECEIVABLES FINANCING GROUP, INC.
as Seller
By:/S/ George F. Slook
Name: George F. Slook
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
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
By:/S/ Greg Jordan
Name: Greg Jordan
Title: Vice President
