SEARS, ROEBUCK AND CO. Servicer and SRFG, INC. Seller
SEARS, ▇▇▇▇▇▇▇ AND CO.
Servicer
and
SRFG, INC.
Seller
AMENDMENT NO. 1 TO
FIRST AMENDED AND RESTATED CONTRIBUTION
AGREEMENT
amending
FIRST AMENDED AND RESTATED CONTRIBUTION
AGREEMENT
Dated as of July 31, 1994
Dated as of July 20, 2001
_______________________________________________________
SEARS CREDIT ACCOUNT MASTER TRUST
II
RECITALS
WHEREAS, the parties hereto entered into that certain First Amended and Restated Contribution Agreement, dated as of July 31, 1994 (the "Contribution Agreement"), 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 desires to transfer, assign and otherwise convey interchange fees associated with certain co-branded general purpose credit card accounts on the same terms and conditions as for Receivables, and SRFG agrees to accept such interchange fees on the same terms and conditions as the Receivables.
WHEREAS, Sears and SRFG desire to effect certain other amendments to the Contribution Agreement.
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 Agreements.
II. Amendment to Definitions. The following definitions are hereby amended as follows:
A. "Account." The definition of "Account" is amended and restated
in its entirety to read as follows:
"Account" shall mean an open-end retail charge plan for specified
Persons, maintained by Sears or an affiliate of Sears with respect to the
sale of goods or services (including, without limitation, any general purpose
or co-branded credit cards and Sears MasterCard accounts), receivables
under which are transferred to the SRFG pursuant to this Agreement and
the Purchase Agreement. Unless SRFG otherwise elects pursuant to the Pooling
and Servicing Agreement, no Account shall be a Charged-Off Account as of
the Account Selection Date. Each Account shall be identified by account
number on Schedule 1 to the Pooling and Servicing Agreement. The definition
of Account shall include each account (a "Transferred Account") into which
an Account shall be transferred provided that (i) such transfer was made
in accordance with the Credit Guidelines (as defined in the Pooling and
Servicing Agreement) and (ii) such transferred Account can be traced or
identified as an account into which an Account has been transferred. The
term "Account" shall be deemed to refer to an Additional Account only from
and after the Addition Date with respect thereto. The definition of Account
shall
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not include any Account the Receivables
in which are removed from the Trust pursuant to the Pooling and Servicing
Agreement after it has been reassigned to SRFG.
B. "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.
C. "Collections." The definition of "Collections"
is amended and restated in its entirety to read as follows:
"Collections" shall mean (i) all payments including Coverage Proceeds,
if any, by or on behalf of an Obligor received by Sears or an affiliate
of Sears, in respect of the Receivables at one of its central administrative
units charged with processing funds and recording them in the Sears or
such affiliate's records, as applicable, in the form of cash, checks, wire
transfers, ATM transfers or other forms of payment in accordance with the
relevant Credit Agreement in effect from time to time, (ii) amounts treated
as Collections pursuant to various provisions of the Pooling and Servicing
Agreement and (iii) all amounts realized by Sears on account of Interchange.
A Collection processed on an Account in excess of the aggregate amount
of Receivables in such Account shall be credited to such Account or refunded
to the Obligor by Sears or an affiliate of Sears in accordance with its
normal practice.
D. "Due Period." The definition of "Due Period"
is amended and restated in its entirety to read as follows:
"Due Period" shall mean 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."
E. "Insurance Proceeds." The definition of
"Insurance Proceeds" is hereby redefined as "Coverage Proceeds", and the
term "Coverage Proceeds" shall be substituted for each and every occurrence
of the term "Insurance Proceeds" in the Agreement; further, the definition
of "Coverage Proceeds" shall be restated in its entirety to read as follows:
"Coverage Proceeds" shall mean (a) any amounts recovered pursuant to
any credit life insurance policies covering any Obligor with respect to
Receivables under such Obligor's Account, and (b) any amounts received
pursuant to any debt cancellation agreement covering any Obligor with respect
to Receivables under such Obligor's Account.
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F. "Interchange." The definition of "Interchange" is hereby inserted in its appropriate alphabetical position:
"Interchange" shall mean interchange fees or interchange reimbursement fees, paid or payable to Sears National Bank with respect to the Accounts, in its capacity as credit card issuer, in connection with cardholder purchases of merchandise and services and cardholder cash advances.G. The definition of "Receivable" is amended and restated in its entirety to read as follows: "Receivable" shall mean any amount owing by any Obligor under an Account from time to time, including, without limitation, amounts owing for the payment of goods and services (including, without limitation, if applicable, cash advances, balance transfers or amounts owing under convenience checks), finance charges, and other charges, if any. A Receivable shall be deemed to have been created at the end of the day on the Date of Processing of such Receivable. A Receivable shall not include any amount owing under a Charged-Off Account or an Account in which the Receivables have been repurchased pursuant to the Pooling and Servicing Agreement. III. Amendment to Section 2.01(a).
Section 2.01(a) is amended by deleting the third sentence of that section and inserting the following as the third and fourth sentences thereof: Effective as of July 20, 2001, Sears hereby transfers, assigns and otherwise conveys to SRFG, without recourse, all right, title and interest of Sears in and to Interchange existing as of July 20, 2001 and thereafter created, all monies due or to become due with respect thereto, all proceeds (as defined in Article 9 of the UCC as in effect in the State of New York) of Interchange, if any, relating thereto. In the event that such transfer, assignment or conveyance pursuant to either of the preceding sentences is deemed to create a security interest in the specified property, Sears does hereby grant to SRFG a security interest therein. IV. 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.
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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
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive
Officer
SEARS, ▇▇▇▇▇▇▇ AND CO.
as Servicer
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer