Exhibit 99.1 Amendment No. 2 dated as of July 1, 1999, to the Master Pooling and Servicing Agreement dated as of August 21, 1997, by and among Saks Credit Corporation, as Transferor, Saks Incorporated, as Servicer, and Norwest Bank Minnesota, National...Master Pooling and Servicing Agreement • July 2nd, 1999 • Proffitts Credit Card Master Trust • Asset-backed securities • New York
EXHIBIT 99.2 Receivables Purchase Agreement dated as of July 1, 1999, by and among National Bank of the Great Lakes, as Seller, Saks Incorporated, as Servicer, and Saks Credit Corporation, as Purchaser. RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • July 2nd, 1999 • Proffitts Credit Card Master Trust • Asset-backed securities • New York
TRANSFERORUnderwriting Agreement • September 23rd, 1997 • Proffitts Credit Card Master Trust • Asset-backed securities • New York
Exhibit 4.1 TERMINATION AND RELEASE AGREEMENT This TERMINATION AND RELEASE AGREEMENT (this "Agreement"), dated as of June 15, 2000, among Saks Credit Corporation, as Seller ("SCC"), Saks Incorporated, as Servicer ("Saks"), and Norwest Bank Minnesota,...Termination and Release Agreement • June 15th, 2000 • Saks Credit Card Master Trust • Asset-backed securities
TRANSFERORMaster Pooling and Servicing Agreement • September 23rd, 1997 • Proffitts Credit Card Master Trust • Asset-backed securities • New York
Exhibit 4.2 Certificate Purchase Agreement dated as of March 1, 2001, by and among Saks Credit Corporation, as Transferor, Saks Incorporated, as Servicer, Enterprise Funding Corporation, as Purchaser, and Bank of America, N.A., as Agent, Senior Class...Certificate Purchase Agreement • April 19th, 2001 • Saks Credit Card Master Trust • Asset-backed securities • New York
FORM OFReceivables Purchase Agreement • August 5th, 1997 • Proffitts Credit Card Master Trust • Alabama
Page SECTION 1. DEFINITIONS 1 SECTION 2. SALE AND PURCHASE OF RECEIVABLES AND TRANSFER ASSETS 3 SECTION 3. PURCHASE PRICE 4 SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER 4 SECTION 5. INDEMNIFICATION BY SELLER AND HBFC 6 SECTION 6. COVENANT OF...Receivables Sale and Purchase Agreement • January 6th, 2005 • Saks Credit Card Master Trust • Asset-backed securities • New York
RECEIVABLES SALE AND PURCHASE, ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated as of December 29, 2004, by and among HOUSEHOLD RECEIVABLE ACQUISITION COMPANY, a Delaware corporation (“HRAC” or the “Seller”), HSBC Private Label Acquisition Corporation (USA), a Delaware corporation, (“HSBC PLAC” or the “Purchaser”), and HSBC FINANCE CORPORATION, a Delaware corporation (“HBFC”) (successor by merger to Household Finance Corporation).
TRANSFER AND ASSUMPTION AGREEMENT (Saks Credit Card Master Trust)Transfer and Assumption Agreement • April 16th, 2003 • Saks Credit Card Master Trust • Asset-backed securities • New York
THIS TRANSFER AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of April 15, 2003, is by and among Saks Incorporated, a Tennessee corporation (“Saks”), Saks Credit Corporation, a Delaware corporation (“SCC” and collectively with Saks, the “Saks Parties”), Household Bank (SB), N.A., a national banking association (“Household Bank”), Household Finance Corporation, a Delaware corporation (“HFC”), Household Receivables Acquisition Company, a Delaware corporation (“HRAC”) and HRSI Funding, Inc. III, a Delaware corporation (“HRSI”, and together with Household Bank, HFC and HRAC, the “Household Parties”).
AMENDMENT NO. 5 TO THE MASTER POOLING AND SERVICING AGREEMENTMaster Pooling and Servicing Agreement • January 6th, 2005 • Saks Credit Card Master Trust • Asset-backed securities • New York
This AMENDMENT NO. 5, dated as of December 29, 2004 (the “Amendment”), to the MASTER POOLING AND SERVICING AGREEMENT, dated as of August 21, 1997 (as amended and supplemented, the “Master Pooling and Servicing Agreement”), is by and among HRSI FUNDING, INC. III, a Delaware corporation, as Successor Transferor (“HRSI III or the “Successor Transferor”), HSBC FINANCE CORPORATION (successor by merger to Household Finance Corporation), a Delaware corporation, as Successor Servicer (“HBFC” or the “Successor Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Master Pooling and Servicing Agreement.
HOUSEHOLD RECEIVABLES ACQUISITION COMPANY and HRSI FUNDING, INC. III RECEIVABLES PURCHASE AGREEMENT Dated as of April 15, 2003Receivables Purchase Agreement • April 16th, 2003 • Saks Credit Card Master Trust • Asset-backed securities • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of April 15, 2003, by and between HRSI FUNDING, INC. III, a Delaware corporation (“Company”), and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY, a Delaware corporation (“HRAC”).
Page SECTION 1. DEFINITIONS 1 SECTION 2. SALE AND PURCHASE OF RECEIVABLES AND SECURITIZATION ASSETS 3 SECTION 3. PURCHASE PRICE 5 SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER 5 SECTION 5. INDEMNIFICATION BY SELLER AND HBFC 7 SECTION 6. COVENANT...Receivables Sale and Purchase Agreement • January 6th, 2005 • Saks Credit Card Master Trust • Asset-backed securities • New York
RECEIVABLES SALE AND PURCHASE, ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated as of December 29, 2004, by and between HRSI FUNDING, INC. III, a Delaware corporation (“HRSI III” or the “Seller”), HSBC Funding (USA) Inc. VI, a Delaware corporation, (“HSBC VI” or the “Purchaser”) and HSBC FINANCE CORPORATION, a Delaware corporation (“HBFC”) (successor by merger to Household Finance Corporation).
HOUSEHOLD BANK (SB), N.A. and HOUSEHOLD RECEIVABLES ACQUISITION COMPANY RECEIVABLES PURCHASE AGREEMENT Dated as of April 15, 2003Receivables Purchase Agreement • April 16th, 2003 • Saks Credit Card Master Trust • Asset-backed securities • New York
Exhibit 4.1 Series 2001-1 Supplement dated as of March 1, 2001, to the Master Pooling and Servicing Agreement dated as of August 21, 1997, among Saks Credit Corporation, as Transferor, Saks Incorporated, as Servicer, and Wells Fargo Bank Minnesota,...Series Supplement to Master Pooling and Servicing Agreement • April 19th, 2001 • Saks Credit Card Master Trust • Asset-backed securities • New York
PROFFITT'S CREDIT CORPORATION TRANSFEROR PROFFITT'S, INC. SERVICER AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION TRUSTEEMaster Pooling and Servicing Agreement • September 23rd, 1997 • Proffitts Credit Card Master Trust • Asset-backed securities • New York
EXHIBIT 99.3 Series 1997-2 Supplement to the Master Pooling and Servicing Agreement dated as of August 21, 1997 among Proffitt's Credit Corporation, as Transferor, Proffitt's, Inc., as Servicer, and Norwest Bank Minnesota, National Association, as TrusteeSeries Supplement to the Master Pooling and Servicing Agreement • September 23rd, 1997 • Proffitts Credit Card Master Trust • Asset-backed securities • New York
SAKS CREDIT CORPORATION (as successor to Proffitt’s Credit Corporation), as Transferor HRSI FUNDING, INC. III, as Successor Transferor SAKS INCORPORATED (formerly named “Proffitt’s, Inc.”), as Servicer HOUSEHOLD FINANCE CORPORATION, as Successor...Master Pooling and Servicing Agreement • April 16th, 2003 • Saks Credit Card Master Trust • Asset-backed securities • New York
THIS AMENDMENT NO. 4 (this “Amendment”) to the Master Pooling and Servicing Agreement, dated as of August 21, 1997 (as amended and supplemented, the “Master Pooling and Servicing Agreement”), is dated as of April 15, 2003, and is by and among SAKS CREDIT CORPORATION (as successor to Proffitt’s Credit Corporation), a Delaware corporation, as Transferor (“SCC” or the “Transferor”), HRSI FUNDING, INC. III, a Delaware corporation, as Successor Transferor (“HRSI” or the “Successor Transferor”), SAKS INCORPORATED (formerly named “Proffitt’s, Inc.”), a Tennessee corporation, as Servicer (“Saks” or the “Servicer”), HOUSEHOLD FINANCE CORPORATION, a Delaware corporation, as Successor Servicer (“HFC” or the “Successor Servicer”), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (formerly named “Norwest Bank Minnesota, National Association”), a national banking association, as trustee (the “Trustee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to t
ANNUAL SERVICER’S CERTIFICATE SAKS INCORPORATEDMaster Pooling and Servicing Agreement • March 28th, 2003 • Saks Credit Card Master Trust • Asset-backed securities
The undersigned, a duly authorized representative of Saks Incorporated, as Servicer, pursuant to the Master Pooling and Servicing Agreement dated as of August 21, 1997, as amended, (the “Pooling and Servicing Agreement”), between Saks Credit Corporation, as Transferor, Saks Incorporated, as Servicer and Wells Fargo Bank Minnesota, National Association, as Trustee, does hereby certify that:
