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): May
18, 1998
Sears Credit Account Master Trust II
(Exact name of registrant as specified in
charter)
Illinois 0-24776 Not
Applicable
(State of (Commission (IRS
Employer
Organization) File Number)
Identification No.)
c/o SRFG, 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 May 6, 1998, the Series Supplements to the
Pooling and Servicing Agreement for each outstanding
Series of investor certificates were amended to increase
the Class C Initial Investor Interest for each
outstanding Series of investor certificates. At that
time, the Class C Initial Investor Interests for the
outstanding Series were increased to the following
amounts:
Series 1994-1 $ 98,857,000
Series 1995-1 $ 35,285,000
Series 1995-2 $ 78,917,000
Series 1995-3 $ 65,740,000
Series 1995-4 $ 61,330,000*
Series 1995-5 $ 65,520,000
Series 1996-1 $ 65,740,000
Series 1996-2 $ 65,740,000
Series 1996-3 $ 65,740,000
Series 1996-4 $ 65,740,000
Series 1996-5 $ 103,931,000
Series 1997-1 $ 65,740,000
* As a result of the scheduled amortization of Series
1995-4, the Class C Investor Interest for Series
1995-4 is currently $55,169,551.
Item 7. Exhibits
4(a). Amendment No. 1 to the Series 1994-1
Supplement dated as of
August 16, 1994, to the Pooling and
Servicing Agreement dated as of July 31,
1994, as amended.
4(b). Amendment No. 1 to the Series 1995-1
Supplement dated as of January 4,
1995, to the Pooling and Servicing Agreement dated as
of July 31, 1994, as amended.
4(c). Amendment No. 1 to the Series 1995-2
Supplement dated as of
January 20, 1995, to the Pooling and
Servicing Agreement dated as
of July 31, 1994, as amended.
4(d). Amendment No. 1 to the Series 1995-3
Supplement dated as of
May 8, 1995, to the Pooling and Servicing
Agreement dated as
of July 31, 1994, as amended.
4(e). Amendment No. 1 to the Series 1995-4
Supplement dated as of
September 6, 1995, to the Pooling and
Servicing Agreement dated
as of July 31, 1994, as amended.
4(f). Amendment No. 1 to the Series 1995-5
Supplement dated as of
December 12, 1995, to the Pooling and
Servicing Agreement dated as of July 31,
1994, as amended.
4(g). Amendment No. 1 to the Series 1996-1
Supplement dated as of
March 26, 1996, to the Pooling and
Servicing Agreement dated as
of July 31, 1994, as amended.
4(h). Amendment No.1 to the Series 1996-2
Supplement dated as of
May 17, 1996, to the Pooling and Servicing
Agreement dated as
of July 31, 1994, as amended.
4(i). Amendment No. 1 to the Series 1996-3
Supplement dated as of
August 6, 1996, to the Pooling and
Servicing Agreement dated
as of July 31, 1994, as amended.
4(j). Amendment No. 1 to the Series 1996-4
Supplement dated as of
October 29, 1996, to the Pooling and
Servicing Agreement dated
as of July 31, 1994, as amended.
4(k). Amendment No. 1 to the Series 1996-5
Supplement dated as of
December 16, 1996, to the Pooling and
Servicing Agreement dated as of July 31,
1994, as amended.
4(l). Amendment No. 1 to the Series 1997-1
Supplement dated as of
July 31, 1997, to the Pooling and Servicing
Agreement dated
as of July 31, 1994, as amended.
<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 Master
Trust II
(Registrant)
By: SRFG, Inc.
(Originator of the Trust)
By: /s/ Donald J. Woytek
Donald J. Woytek
Vice President,
Administration
Date: May 18, 1998<PAGE>
EXHIBIT INDEX
Exhibit No.
4(a). Amendment No. 1 to the Series 1994-1
Supplement dated as of
August 16, 1994, to the Pooling and
Serivcing Agreement dated as of July 31,
1994, as amended.
4(b). Amendment No. 1 to the Series 1995-1
Supplement dated as of January 4,
1995, to the Pooling and Servicing Agreement dated as
of July 31, 1994, as amended.
4(c). Amendment No. 1 to the Series 1995-2
Supplement dated as of
January 20, 1995, to the Pooling and
Servicing Agreement dated as
of July 31, 1994, as amended.
4(d). Amendment No. 1 to the Series 1995-3
Supplement dated as of
May 8, 1995, to the Pooling and Servicing
Agreement dated as
of July 31, 1994, as amended.
4(e). Amendment No. 1 to the Series 1995-4
Supplement dated as of
September 6, 1995, to the Pooling and
Servicing Agreement dated
as of July 31, 1994, as amended.
4(f). Amendment No. 1 to the Series 1995-5
Supplement dated as of
December 12, 1995, to the Pooling and
Servicing Agreement dated as of July 31,
1994, as amended.
4(g). Amendment No. 1 to the Series 1996-1
Supplement dated as of
March 26, 1996, to the Pooling and
Servicing Agreement dated as
of July 31, 1994, as amended.
4(h). Amendment No.1 to the Series 1996-2
Supplement dated as of
May 17, 1996, to the Pooling and Servicing
Agreement dated as
of July 31, 1994, as amended.
4(i). Amendment No. 1 to the Series 1996-3
Supplement dated as of
August 6, 1996, to the Pooling and
Servicing Agreement dated
as of July 31, 1994, as amended.
4(j). Amendment No. 1 to the Series 1996-4
Supplement dated as of
October 29, 1996, to the Pooling and
Servicing Agreement dated
as of July 31, 1994, as amended.
4(k). Amendment No. 1 to the Series 1996-5
Supplement dated as of
December 16, 1996, to the Pooling and
Servicing Agreement dated as of July 31,
1994, as amended.
4(l). Amendment No. 1 to the Series 1997-1
Supplement dated as of
July 31, 1997, to the Pooling and Servicing
Agreement dated
as of July 31, 1994, as amended.
Exhibit 1994-1
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1994-1 SUPPLEMENT
Dated as of August 16, 1994,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$882,357,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1994-1
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1994-1 SUPPLEMENT,
dated as of August 16, 1994, (the "Series Supplement"), by and among SRFG,
Inc. (formerly Sears Receivables Financing Group, Inc.), a Delaware corpor-
ation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York corporation
("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association, organized and existing under the laws of the United
States (the "Trustee"); WHEREAS, the parties hereto entered into that certain
POOLING AND SERVICING AGREEMENT, dated as of July 31,1994, as amended
(the "Pooling and Servicing Agreement"), by and among Sears, as Servicer, SRFG,
as Seller, and the Trustee, as Trustee; and WHEREAS, the parties desire to
effect certain amendments to the Series Supplement pursuant to Section 13.01
of the Pooling and Servicing Agreement. AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor
Certificateholders: I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable. II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$882,357,000
B. The Class Initial Investor Interest of each Class of Investor Certifi-
cates shall be amended to read as follows:
Class A - $750,000,00
Class B - $33,500,000
Class C - $98,857,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $26,470,710.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $98,857,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to be
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
34
Exhibit 4(b)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1995-1 SUPPLEMENT
Dated as of January 4, 1995,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$235,295,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1995-1
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1995-1 SUPPLE-
MENT, dated as of January 4, 1995, (the "Series Supplement"), by and among
SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a Delaware
corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York
corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, organized and existing under the laws of the
United States (the "Trustee"); WHEREAS, the parties hereto entered into that
certain POOLING AND SERVICING AGREEMENT, dated as of July 31, 1994, as
amended (the "Pooling and Servicing Agreement"), by and among Sears, as
Servicer, SRFG, as Seller, and the Trustee, as Trustee; and WHEREAS, the
parties desire to effect certain amendments to the Series Supplement pursuant
to Section 13.01 of the Pooling and Servicing Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders: I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable. II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$235,295,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $200,000,000
Class B - $10,000
Class C - $35,285,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $7,058,850.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of theClass C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $35,285,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance with the
internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(c)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1995-2 SUPPLEMENT
Dated as of January 20, 1995,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$705,883,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1995-2
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1995-2 SUPPLE-
MENT, dated as of January 20, 1995, (the "Series Supplement"), by and among
SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a Delaware
corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York
corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, organized and existing under the laws of the
United States (the "Trustee"); WHEREAS, the parties hereto entered into that
certain POOLING AND SERVICING AGREEMENT, dated as of July 31, 1994, as
amended (the "Pooling and Servicing Agreement"), by and among Sears, as
Servicer, SRFG, as Seller, and the Trustee, as Trustee; and WHEREAS, the
parties desire to effect certain amendments to the Series Supplement pursuant
to Section 13.01 of the Pooling and Servicing Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders: I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable. II. Amendments to Series
Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$705,883,000
B. The Class Initial Investor Interest of each Class of Investor Certifi-
cates shall be amended to read as follows:
Class A - $600,000,000
Class B - $26,966,000
Class C - $78,917,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $21,176,490
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $78,917,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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. B. Governing Law. This Amendment shall be
construed in accordance with the internal laws of the State of New York,
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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(d)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1995-3 SUPPLEMENT
Dated as of May 8, 1995,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$588,240,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1995-3
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1995-3
SUPPLEMENT, dated as of May 8, 1995, (the "Series Supplement"), by and among
SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a Delaware
corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York
corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, organized and existing under the laws of the
United States (the "Trustee"); WHEREAS, the parties hereto entered into that
certain POOLING AND SERVICING AGREEMENT, dated as of July 31, 1994, as
amended (the "Pooling and Servicing Agreement"), by and among Sears, as
Servicer, SRFG, as Seller, and the Trustee, as Trustee; and WHEREAS, the
parties desire to effect certain amendments to the Series Supplement pursuant
to Section 13.01 of the Pooling and Servicing Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$588,240,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,500,000
Class C - $65,740,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,647,200.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $65,740,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(e)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1995-4 SUPPLEMENT
Dated as of September 6, 1995,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$583,830,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1995-4
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1995-4
SUPPLEMENT, dated as of September 6, 1995, (the "Series Supplement"), by and
among SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a
Delaware corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New
York corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, organized and existing under the
laws of the United States (the "Trustee");
WHEREAS, the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG,
as Seller, and the Trustee, as Trustee; and
WHEREAS, the parties desire to effect certain amendments to the Series
Supplement pursuant to Section 13.01 of the Pooling and Servicing
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor
Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$583,830,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,500,000
Class C - $61,330,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,514,900.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $61,330,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determinedin accordance with such laws.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(f)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1995-5 SUPPLEMENT
Dated as of December 12, 1995,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$588,240,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1995-5
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1995-5
SUPPLEMENT, dated as of December 12, 1995, (the "Series Supplement"), by and
among SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a
Delaware corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New
York corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, organized and existing under the
laws of the United States (the "Trustee");
WHEREAS, the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG, as Seller, and the
Trustee, as Trustee; and WHEREAS, the parties desire to effect certain
amendments to the Series Supplement pursuant to Section 13.01 of the Pooling
and Servicing Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$588,250,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,730,000
Class C - $65,520,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,647,500.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $65,520,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(g)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1996-1 SUPPLEMENT
Dated as of March 26, 1996,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$588,240,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-1
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1996-1
SUPPLEMENT, dated as of March 26, 1996, (the "Series Supplement"), by and
among SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a
Delaware corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York
corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, organized and existing under the laws of the
United States (the "Trustee");
WHEREAS, the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG, as Seller, and the
Trustee, as Trustee; and WHEREAS, the parties desire to effect certain
amendments to the Series Supplement pursuant to Section 13.01 of the Pooling
and Servicing Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$588,240,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,500,000
Class C - $65,740,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,647,200.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $65,740,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(h)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1996-2 SUPPLEMENT
Dated as of May 17, 1996,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$588,240,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-2
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1996-2
SUPPLEMENT, dated as of May 17, 1996, (the "Series Supplement"), by and among
SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a Delaware
corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York corporation
("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association, organized and existing under the laws of the United States
(the "Trustee");
WHEREAS,the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG, as Seller, and the Trustee,
as Trustee; and
WHEREAS, the parties desire to effect certain amendments to the Series
Supplement pursuant to Section 13.01 of the Pooling and Servicing Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$588,240,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,500,000
Class C - $65,740,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,647,200.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $65,740,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(i)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1996-3 SUPPLEMENT
Dated as of August 6, 1996,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$588,240,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-3
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1996-3
SUPPLEMENT, dated as of August 6, 1996, (the "Series Supplement"), by and
among SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a
Delaware corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York
corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, organized and existing under the laws of the
United States (the "Trustee");
WHEREAS,the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG, as Seller, and the
Trustee, as Trustee; and
WHEREAS, the parties desire to effect certain amendments to the Series
Supplement pursuant to Section 13.01 of the Pooling and Servicing
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$588,240,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,500,000
Class C - $65,740,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,647,200.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $65,740,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(j)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1996-4 SUPPLEMENT
Dated as of October 29, 1996,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$588,240,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-4
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1996-4
SUPPLEMENT, dated as of October 29, 1996, (the "Series Supplement"), by and
among SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a
Delaware corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York
corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, organized and existing under the laws of the
United States (the "Trustee");
WHEREAS,the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG, as Seller, and the
Trustee, as Trustee; and
WHEREAS, the parties desire to effect certain amendments to the Series
Supplement pursuant to Section 13.01 of the Pooling and Servicing
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$588,240,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,500,000
Class C - $65,740,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,647,200.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $65,740,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(k)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1996-5 SUPPLEMENT
Dated as of December 16, 1996,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$628,931,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-5
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1996-5
SUPPLEMENT, dated as of December 16, 1996, (the "Series Supplement"), by and
among SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a
Delaware corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New
York corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, organized and existing under the
laws of the United States (the "Trustee");
WHEREAS, the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG, as Seller, and the
Trustee, as Trustee; and
WHEREAS, the parties desire to effect certain amendments to the Series
Supplement pursuant to Section 13.01 of the Pooling and Servicing
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor
Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$628,931,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $25,000,000
Class C - $103,931,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $18,867,930.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $103,931,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
Exhibit 4(l)
SEARS, ROEBUCK AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1997-1 SUPPLEMENT
Dated as of July 31, 1997,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$588,240,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1997-1
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1997-1
SUPPLEMENT, dated as of July 31, 1997, (the "Series Supplement"), by and
among SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a
Delaware corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York
corporation ("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, organized and existing under the laws of the
United States (the "Trustee");
WHEREAS,the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG, as Seller, and the
Trustee, as Trustee; and
WHEREAS, the parties desire to effect certain amendments to the Series
Supplement pursuant to Section 13.01 of the Pooling and Servicing
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$588,240,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,500,000
Class C - $65,740,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,647,200.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $65,740,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of New York, 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: George F. Slook
Title: President and Chief Executive Officer
SEARS, ROEBUCK AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
4
