SEARS, ROEBUCK AND CO.
Servicer
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SRFG, INC.
Seller
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and
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BANK ONE, NATIONAL ASSOCIATION
Trustee
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on behalf of the Certificateholders
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AMENDMENT NO. 4,
OMNIBUS AMENDMENT
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Dated as of December 7, 2000
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amending
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POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994
and
EACH OF THE SERIES SUPPLEMENTS LISTED ON EXHIBIT A HERETO
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_______________________________________________________
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SEARS CREDIT ACCOUNT MASTER TRUST II
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RECITALS
WHEREAS, the parties hereto entered into that certain Pooling and Servicing
Agreement, dated as of July 31, 1994, as amended (the "Agreement"), by
and among Sears, Roebuck and Co., a New York corporation, as Servicer ("Sears"),
SRFG, Inc., formerly Sears Receivables Financing Group, Inc., a Delaware
corporation, as Seller ("SRFG") and Bank One National Association, a national
banking association, formerly The First National Bank of Chicago, as Trustee
(the "Trustee"), and the Series Supplements to the Agreement listed on
Exhibit A hereto;
WHEREAS, Sears, SRFG and the Trustee desire to effect certain amendments
to (i) the Agreement pursuant to Section 13.01 of the Agreement and (ii)
the Series Supplements listed on Exhibit A hereto.
AGREEMENT
NOW, THEREFORE, THIS AMENDMENT WITNESSETH that, for and in consideration
of the above premises, Sears and SRFG agree with the Trustee as follows:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement.
II. Amendment to Section 1.01.
A. "Additional Account Cut-Off Date." The definition of "Additional
Account Cut-Off Date" is amended and restated in its entirety to read as
follows:
"Additional Account Cut-Off Date" for any Additional Account
shall mean the date specified as such in the Assignment of Additional Accounts
for such Additional Account.
B. "Additional Account Selection Date." The definition of "Additional Account
Selection Date" is amended and restated in its entirety to read as follows:
"Additional Account Selection Date" for any Additional Account
shall mean the last day of the Due Period occurring before the date such
Additional Account is segregated into a discrete pool for subsequent inclusion
in the Trust.
C. "Due Period." The definition of "Due Period" is amended and restated
in its entirety to read as follows:
"Due Period" shall mean
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for any Account at any time prior to December 1, 2000, the period included
in the monthly Billing Cycle applicable to such Account. When used with
respect to all the Accounts and related to a Distribution Date occurring
prior to January 2001, "Due Period" shall mean, collectively, the respective
Due Periods applicable to each of the Accounts that commenced in the second
preceding calendar month and ended in the calendar month next preceding
such Distribution Date, and shall be referred to herein as a "related Due
Period" with reference to a Distribution Date.
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on and after January 1, 2001, the monthly period beginning on the first
day of any calendar month and ending on the last day of such calendar month.
When used with respect to any Distribution Date occurring on and after
February 15, 2001, the Due Period shall be the calendar month preceding
the calendar month in which such Distribution Date occurs and shall be
referred to herein as a "related Due Period."
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in connection with the January 2001 Distribution Date, the monthly period
beginning on the first day of December 2000, and ending on the last day
of such calendar month; provided, however, that Collections and Receivables
for the period shall be deemed to be as follows: The amount of Receivables
as of the first day of the December 2000 Due Period shall be deemed to
be the sum of the balances of the Accounts as of the end of each Billing
Cycle ending in November 2000. The amount of Receivables as of the end
of the December 2000 Due Period shall be deemed to be the sum of the balances
for the Accounts as of the end of the calendar month of December 2000.
Collections for the December 2000 Due Period shall include Collections
for any portion of the monthly Billing Cycles for the Accounts ending in
December 2000 that are not otherwise included in the monthly period beginning
on the first day of December 2000 and ending on the last day of such calendar
month.
E. "Final Trust Termination Date." The definition of "Final Trust Termination
Date" is amended and restated in its entirety to read as follows:
"Final Trust Termination Date" shall mean the expiration of
21 years from the death of the last survivor of Queen Elizabeth II of the
United Kingdom of Great Britain and her descendants living on July 31,
1994.
F. "Finance Charge Collections." The definition of "Finance Charge Collections"
is amended and restated in its entirety to read as follows:
"Finance Charge Collections" for any Due Period shall mean
the lesser of the aggregate amount of Finance Charge Receivables for the
preceding Due Period, or Collections actually received in such Due Period.
G. "Finance Charge Receivables." The definition of "Finance Charge Receivables"
is amended and restated in its entirety to read as follows:
"Finance Charge Receivables" with respect to any Account for
any Due Period will mean the amount recorded with respect to the Account
as finance charges and, if applicable, fees and other amounts treated as
finance charges on such Account for such Due Period.
H. "Tax Opinion." The definition of the term "Tax Opinion" is amended and
restated in its entirety to read as follows:
"Tax Opinion" shall mean, (a) (i) with respect to the issuance
of the first Series of the Trust, each issuance of a subsequent Series
under Section 6.07 and each transfer of a Purchased Class by the Seller
pursuant to a Series Supplement, an opinion of counsel to the effect that,
although not free from doubt, the Investor Certificates of such Series
(except with respect to a Seller Retained Class) or such Purchased Class
will be treated as debt, and (ii) with respect to the issuance of the first
Series of the Trust, an opinion of counsel to the effect that, although
not free from doubt, the Trust will not be treated as an entity subject
to tax, in each case for federal income tax purposes, and (b) (i) for so
long as the Investor Certificates of all Series issued prior to and including
Series 2000-4 are outstanding, with respect to each issuance of a subsequent
Series under Section 6.07 hereof and each transfer of a Purchased Class
by the Seller pursuant to a Series Supplement, an opinion of counsel to
the effect that such issuance or transfer will not adversely affect the
conclusion set forth in the federal or state Tax Opinion for the prior
Series as to the treatment of certain Investor Certificates as debt and
the treatment of the Trust as not an entity subject to tax, and (ii) with
respect to each issuance of a Series and each transfer of a Purchased Class
by the Seller pursuant to a Series Supplement, which occurs after all of
the Investor Certificates of Series issued prior to and including Series
2000-4 have been paid and are no longer outstanding, under Section 6.07
hereof, an opinion of counsel to the effect that such issuance or transfer
will not adversely affect the conclusion set forth in the federal Tax Opinion
for the prior Series as to the treatment of certain Investor Certificates
as debt and the treatment of the Trust as not an entity subject to tax.
III. Amendment to Section 4.06.
Section 4.06(a) of the Agreement is amended and restated in its entirety
to read as follows:
(a) Unless the Servicer elects otherwise as described below, if any
Receivable 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, offsets
or cancels a Receivable in accordance with the Credit Guidelines, without
receiving cash or other payment therefor from the Obligor with respect
to such Receivable, the amount of any such adjustment resulting in a reduction
in Receivables may be applied as a Collection in accordance with Section
4.03, and the amount of any such adjustment resulting in an increase in
Receivables may be deducted from amounts deemed Collections. The Servicer
may elect to account for such adjustments to Receivables by decreasing
or increasing the amount of the Seller Interest in the Trust rather than
increasing or decreasing the amount of Collections for such Due Period.
The Servicer may also make a one-time adjustment to Receivables in connection
with the January 2001 Distribution Date, which shall be reflected by increasing
or decreasing the amount of the Seller Interest. To the extent that the
Servicer credited an Account for the amount of a Collection in excess of
the aggregate amount of Receivables in such Account, the Servicer shall
either (i) deduct the amount of the excess from Collections or (ii) decrease
the amount of the Seller Interest in the Trust by the amount of such excess.
To the extent that the Servicer subsequently refunds to the Obligor of
an Account a credit balance on such Account that was not previously deducted
from Collections, the Servicer shall increase the Seller Interest by the
amount of such refund and shall deduct the amount of such refund from amounts
deemed Collections. In the event that any adjustment to the Seller Interest
pursuant to this Section 4.06(a) would cause the Seller Interest to be
an amount less than zero, the Seller shall, no later than the Business
Day following the last day of the Due Period during which such adjustment
is made, deposit into the Collections Account in immediately available
funds an amount equal to the amount by which such adjustment exceeds the
Seller Interest.
IV. Amendment to Section 12.01.
Section 12.01(a) of the Agreement is amended and restated in its entirety
to read as follows:
(a) The respective obligations and responsibilities of the Seller,
the Servicer and the Trustee created hereby shall terminate (other than
the obligation of the Trustee to make payments to Certificateholders as
hereinafter set forth), except with respect to the duties described in
Sections 7.04, 11.05 and Section 12.02(b), upon the earlier of (i) the
day after the Distribution Date on which funds shall have been deposited
into the Series Distribution Accounts sufficient to pay in full the Aggregate
Invested Amount plus accrued and unpaid Certificate Interest on all outstanding
Series of Investor Certificates through the Record Date preceding such
Distribution Date and (ii) the Final Trust Termination Date.
V. Amendment to Exhibit A.
The definition of the term "Additional Account Cut-Off Date" in Exhibit
A of the Agreement is amended and restated in its entirety to read as follows:
"Additional Account Cut-Off Date" shall mean, with respect
to the Additional Accounts designated hereby, __________ ____.
VI. Miscellaneous.
Counterparts. This Amendment 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 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 the date first set
forth above.
SRFG, INC.
as Seller |
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By: /s/ George F. Slook
Name: George F. Slook
Title: President and Chief Executive Officer |
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SEARS, ROEBUCK AND CO.
as Servicer |
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By: /s/ Larry R. Raymond
Name: Larry R. Raymond
Title: Vice President and Treasurer |
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BANK ONE, NATIONAL ASSOCIATION
as Trustee |
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By: /s/ Diane Swanson
Name: Diane Swanson
Title: Assistant Vice President |
EXHIBIT A
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Series 1995-1 Series Supplement, dated as of January 4, 1995,
by and among the Trustee, Sears and SRFG
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Series 1995-2 Series Supplement, dated as of January 20,
1995, by and among the Trustee, Sears and SRFG
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Series 1995-3 Series Supplement, dated as of May 8, 1995,
by and among the Trustee, Sears and SRFG
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Series 1995-5 Series Supplement, dated as of December 12,
1995, by and among the Trustee, Sears and SRFG
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Series 1996-1 Series Supplement, dated as of March 26, 1996,
by and among the Trustee, Sears and SRFG
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Series 1996-3 Series Supplement, dated as of August 6, 1996,
by and among the Trustee, Sears and SRFG
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Series 1996-4 Series Supplement, dated as of October 29,
1996, by and among the Trustee, Sears and SRFG
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Series 1996-5 Series Supplement, dated as of December 16,
1996, by and among the Trustee, Sears and SRFG
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Series 1997-1 Series Supplement, dated as of July 31, 1997,
by and among the Trustee, Sears and SRFG
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Series 1998-1 Series Supplement, dated as of June 2, 1998,
by and among the Trustee, Sears and SRFG
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Series 1998-2 Series Supplement, dated as of November 9,
1998, by and among the Trustee, Sears and SRFG
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Series 1999-1 Series Supplement, dated as of March 23, 1999,
by and among the Trustee, Sears and SRFG
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Series 1999-2 Series Supplement, dated as of September 27,
1999, by and among the Trustee, Sears and SRFG
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Series 1999-3 Series Supplement, dated as of November 23,
1999, by and among the Trustee, Sears and SRFG
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Series 2000-1 Series Supplement, dated as of June 15, 2000,
by and among the Trustee, Sears and SRFG
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Series 2000-2 Series Supplement, dated as of September 28,
2000, by and among the Trustee, Sears and SRFG
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Series 2000-3 Series Supplement, dated as of November 2,
2000, by and among the Trustee, Sears and SRFG
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Series 2000-4 Series Supplement, dated as of November 2,
2000, by and among the Trustee, Sears and SRFG
