EXECUTION COPY
SEARS, ▇▇▇▇▇▇▇ AND CO.
SRFG, INC.
AMENDMENT NO. 2 TO
RECEIVABLES WAREHOUSE AGREEMENT.
amending
RECEIVABLES WAREHOUSE AGREEMENT
Dated as of December 21, 1995
Dated as of November 3, 2003
-----------------------------------------------------------
CITIBANK OMNI-S MASTER TRUST
(formerly known as Sears Credit Account Master Trust II)
RECITALS
--------
WHEREAS, the parties hereto have entered into that certain Receivables
Warehouse Agreement, dated as of December 21, 1995, as amended by Amendment No.
1 to Receivables Warehouse Agreement, dated as of July 20, 2001 (the "Warehouse
Agreement"), each by and between Sears, ▇▇▇▇▇▇▇ and Co., a New York corporation
("Sears") and SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a
Delaware corporation ("SRFG");
WHEREAS, Sears and SRFG desire to effect certain amendments to the
Warehouse Agreement pursuant to Section 8.02 of the Warehouse Agreement (this
"Amendment").
AGREEMENT
---------
NOW, THEREFORE, THIS AMENDMENT WITNESSETH that, for and in
consideration of the above premises, Sears and SRFG agree as follows:
I. Definitions.
-----------
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Warehouse Agreement, as amended hereby.
II. Amendment to Article I.
----------------------
(a) Article I of the Warehouse Agreement is amended by deleting the
defined terms "Credit Guidelines", "Interchange", "Sears" and "SRFG" in their
entirety and substituting in lieu thereof the following:
""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 and 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; provided, however, that following an assignment by Sears of
its rights and obligations under this Agreement, the assignee may apply
some or all of the policies and procedures of Sears (as applicable
prior to such assignment) during a transition period of no more that 30
days following such assignment."
""Interchange" shall mean interchange fees or
interchange reimbursement fees, paid or payable to Sears National Bank
(or to the successors or assigns to the credit card business of Sears
National Bank) with respect to the Accounts, in its capacity as credit
card issuer, in connection with cardholder purchases or merchandise and
services
and cardholder cash advances."
""Sears" shall mean Sears, ▇▇▇▇▇▇▇ and Co., a New
York corporation, and its successors or assigns, including any entity
that becomes a successor or assign of Sears under this Agreement."
""SRFG" shall mean SRFG, Inc., a Delaware
corporation, and its successors and assigns, including any entity that
becomes a successor or assign of SRFG under this Agreement."
(b) Article I of the Warehouse Agreement is amended by deleting clause
(v) of the defined term "Eligible Receivable" and replacing it with the
following:
"(v) which constitutes an "account", "general
intangible" or "chattel paper" under and as defined in Article 9 of the
applicable UCC."
(c) Article I of the Warehouse Agreement is amended by adding the
following in the appropriate alphabetical order:
""Amendment Date shall mean November 3, 2003."
III. Amendment to Section 2.01(a).
----------------------------
Section 2.01(a) of the Warehouse Agreement is amended by deleting the
parenthetical language therein and replacing it with the following:
"(as defined in Article 9 of the applicable UCC)"
IV. Amendment to Section 2.02.
-------------------------
Section 2.02 of the Warehouse Agreement is amended by deleting the
parenthetical language therein and replacing it with the following:
"(as defined in Article 9 of the applicable UCC)"
V. Amendment to Section 4.01(a).
----------------------------
Section 4.01(a) of the Warehouse Agreement is amended and restated to
read in its entirety as follows:
"(a) Organization, etc. SRFG has been duly formed and
is validly existing and in good standing under the laws of the
jurisdiction of its
-2-
formation, and has full power and authority to
execute and deliver this Agreement and to perform the terms and
provisions hereof."
VI. Amendment to Section 4.02(a).
----------------------------
Section 4.02(a) of the Warehouse Agreement is amended and restated to
read in its entirety as follows:
"(a) Organization, etc. Sears has been duly formed
and is validly existing and in good standing under the laws of the
jurisdiction of its formation, and has full power and authority to
execute and deliver this Agreement and to perform the terms and
provisions hereof."
VII. Amendment to Section 5.02.
-------------------------
Section 5.02 of the Warehouse Agreement is amended by deleting the
following language therein:
"as defined in Sections 9-105 and 9-106 of the UCC as
in effect in the State of Illinois meeting the requirements of
Illinois law"
and replacing it with the following language:
"as defined in Article 9 of the applicable UCC
meeting the requirements of applicable law"
VIII. Addition of Section 5.03.
------------------------
The Warehouse Agreement is amended by adding the following Section
5.03:
"Section 5.03 Termination of Contribution. Notwithstanding any
other provision of this Agreement to the contrary, from and after the
Amendment Date, no Receivables, Interchange, or other property shall be
contributed by Sears to SRFG pursuant to this Agreement. On the
Amendment Date, each of Sears and SRFG shall ▇▇▇▇ its books and records
(including its computer files) to indicate such cessation."
IX. Amendment to Section 6.01(b).
----------------------------
Section 6.01(b) of the Warehouse Agreement is amended and restated to
read in its entirety as follows:
"(b) Name Change. Within fifteen days after
Sears makes any change in its name or its type or jurisdiction
of organization, Sears shall give
-3-
SRFG notice of any such change and shall file such financing
statements or amendments as may be necessary to continue and
maintain the priority and perfection of SRFG's interest in the
Receivables and the proceeds thereof."
X. Amendment to Section 6.05(a)(ii).
--------------------------------
Section 6.05(a)(ii) of the Warehouse Agreement is amended by deleting
the parenthetical language therein and replacing it with the following:
"(as defined in Article 9 of the applicable UCC)"
XI. Amendment to Section 6.06.
-------------------------
Section 6.06 of the Warehouse Agreement is amended by deleting the
parenthetical language therein and replacing it with the following:
"(as defined in Article 9 of the applicable UCC)"
XII. Amendment to Section 8.09.
-------------------------
Section 8.09 of the Warehouse Agreement is amended by deleting the word
"Illinois" therein and replacing it with the words "New York".
XIII. Amendment to Annex A-1.
----------------------
(a) Section 3(a) of Annex A-1 to the Warehouse Agreement is amended by
deleting the parenthetical language therein and replacing it with the following:
"(as defined in Article 9 of the applicable UCC)"
(b) Section 3(b) of Annex A-1 to the Warehouse Agreement is amended by
deleting the following language therein:
"as defined in Sections 9-105 and 9-106 of the UCC as
in effect in the State of Illinois meeting the requirements of
applicable state law"
and replacing it with the following language:
"as defined in Article 9 of the applicable UCC
meeting the requirements of applicable state law"
XIV. Amendment to Annex A-2.
----------------------
-4-
(a) Section 3(a) of Annex A-2 to the Warehouse Agreement is amended by
deleting the parenthetical language therein and replacing it with the following:
"(as defined in Article 9 of the applicable UCC)"
(b) Section 3(b) of Annex A-2 to the Warehouse Agreement is amended by
deleting the following language therein:
"as defined in Sections 9-105 and 9-106 of the UCC as
in effect in the State of Illinois meeting the requirements of
applicable state law" and replacing it with the following
language:
"as defined in Article 9 of the applicable UCC
meeting the requirements of applicable state law"
XV. Amendment to Annex B.
--------------------
(a) Section 3(a)(1) of Annex B to the Warehouse Agreement is amended by
deleting the parenthetical language therein and replacing it with the following:
"(as defined in Article 9 of the applicable UCC)"
(b) Section 3(a)(2) of Annex B to the Warehouse Agreement is amended by
deleting the parenthetical language therein and replacing it with the following:
"(as defined in Article 9 of the applicable UCC)"
(c) Section 3(b) of Annex B to the Warehouse Agreement is amended by
deleting the following language therein:
"as defined in Sections 9-105 and 9-106 of the UCC as
in effect in the State of Illinois meeting the requirements of
applicable state law"
and replacing it with the following language:
"as defined in Article 9 of the applicable UCC
meeting the requirements of applicable state law"
XVI. Amendment to the Warehouse Agreement.
------------------------------------
The Warehouse Agreement is hereby amended by deleting the words "Sears
Credit Account Master Trust II" wherever they may appear and replacing them with
the words "Citibank Omni-S Master Trust".
-5-
XVII. Effectiveness.
-------------
This Amendment shall become effective upon receipt by the Sears and
SRFG of the following, each of which shall be reasonably satisfactory to such
party:
(a) notification in writing from each Rating Agency (as defined in the
Pooling and Servicing Agreement) that the terms of this Amendment shall not
result in a Ratings Event (as defined in the Pooling and Servicing Agreement);
and
(b) counterparts of this Amendment duly executed by the parties hereto.
XVIII. 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.
[Signature page follows]
-6-
IN WITNESS WHEREOF, SRFG and Sears have caused this Amendment to be duly
executed by their respective officers as of the date first set forth above.
SRFG, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
SEARS, ▇▇▇▇▇▇▇ AND CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
[Signature page to Amendment No. 2 to the Receivables Warehouse Agreement]
