SECOND AMENDMENT TO
THE POOLING AND SERVICING AGREEMENT
SECOND AMENDMENT TO POOLING AND SERVICING AGREEMENT dated as of
September 19, 1997 (this "Amendment"), among XXXXXX XXXXXX RECEIVABLES
CORPORATION, as Transferor, RETAILERS NATIONAL BANK, as Servicer and NORWEST
BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee (the "Trustee") of the Xxxxxx
Xxxxxx Credit Card Master Trust (the "Trust").
WHEREAS, the Transferor, the Servicer and the Trustee have heretofore
executed and delivered a Pooling and Servicing Agreement dated as of September
13, 1995 (as amended and supplemented through the date hereof, the "Pooling and
Servicing Agreement"), between the Transferor, the Servicer and the Trustee;
WHEREAS, Section 13.1(a) of the Pooling and Servicing Agreement
provides that the Transferor, the Servicer and the Trustee without the consent
of the Investor Certificateholders may amend the Pooling and Servicing Agreement
from time to time, including changing in any manner any of the provisions of the
Agreement, provided that (x) the Transferor shall have delivered to the Trustee
an Officer's Certificate to the effect that the Transferor reasonably believes
that such action shall not adversely affect in any material respect the
interests of any Investor Certificateholder, (y) the Rating Agency Condition
shall have been satisfied with respect to any such amendment and (z) a Tax
Opinion is delivered in connection with any such amendment;
WHEREAS, the Trustee has received each of the items specified above;
WHEREAS, all other conditions precedent to the execution of this
Amendment have been complied with; and
NOW, THEREFORE, the Transferor, the Servicer and the Trustee are
executing and delivering this Amendment in order to amend the provisions of the
Pooling and Servicing Agreement in the manner set forth below.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
SECTION 1.1 DEFINITIONS. Section 1.1 of the Pooling and Servicing
Agreement is hereby amended by deleting the definition of "Automatic Additional
Account" and substituting therefor the following definition:
"AUTOMATIC ADDITIONAL ACCOUNT" shall mean each open end
credit card account established pursuant to a Credit Card
Agreement coming into existence (i) after the Trust Cut-Off Date
and prior to the earlier of the Automatic Addition Termination
Date or an Automatic Addition Suspension Date and (ii) following
an Automatic Addition Suspension Date and after a Restart Date
and prior to a subsequent Automatic Addition Suspension Date or
any Automatic Addition Termination Date; PROVIDED HOWEVER with
respect to any accounts initially originated by parties other
than Retailers National Bank and its successors or assigns and/or
any transferees of Accounts from Retailers National Bank, such
accounts shall be deemed to be Automatic Additional Accounts only
upon satisfaction of the Rating Agency Condition.
SECTION 2.1 ADDITIONS OF ACCOUNTS. Section 2.9(d)(ii) of the Pooling
and Servicing Agreement is hereby amended by deleting subsection (I) thereof and
substituting therefor the following paragraph:
the arithmetic average for the three Monthly Periods preceding
the then current Monthly Period, of the annualized percentage
equivalent of a fraction for each respective Monthly Period, the
numerator of which is equal to the Defaulted Amount for the
respective Monthly Period and the denominator of which is equal
to the aggregate Principal Receivables as of the first day of the
respective Monthly Period, is less than 10.50%;
SECTION 3.1 RATIFICATION OF POOLING AND SERVICING AGREEMENT. As
amended by this Amendment, the Pooling and Servicing Agreement is in all
respects ratified and confirmed, and the Pooling and Servicing Agreement, as so
amended by this Amendment, shall be read, taken and construed as one and the
same instrument.
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SECTION 4.1 SEVERABILITY. If any one or more of the agreements,
provisions or terms or portions of this Amendment shall be for any reason
whatsoever held invalid, then such agreements, provisions or terms or portions
thereof shall be deemed severable from the remaining agreements, provisions or
terms of this Amendment and shall in no way affect the validity or
enforceability of the other provisions or portions of this Amendment.
SECTION 5.1 COUNTERPARTS. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 6.1 GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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, the Servicer, the Transferor and the Trustee have
caused this Amendment to be executed by their respective officers, thereunto
duly authorized, as of the day and year first above written.
XXXXXX XXXXXX RECEIVABLES
CORPORATION,
as Transferor
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: VP & Treasurer
RETAILERS NATIONAL BANK,
as Servicer
By: /s/ X. Xxxxxx
-----------------------------------
Name: X. Xxxxxx
Title: Secretary
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
as Trustee
By: /s/ Xxxxxxx X. X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. X. Xxxxxxx
Title: Corporate Trust Officer
