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 1990 A
(Exact name of registrant as specified in charter)
Illinois 33-32885-01 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 1990A (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 1990 A
(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 Servicing 5
Agreement dated January 31, 1994
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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 January 12, 1990
__________________________
SEARS CREDIT ACCOUNT TRUST 1990 A
8.75% CREDIT ACCOUNT
PASS-THROUGH CERTIFICATES
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
