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
Association, as Trustee
SAKS CREDIT CORPORATION
(as successor to Xxxxxxxx'x Credit Corporation)
Transferor
SAKS INCORPORATED
(formerly named Xxxxxxxx'x, Inc.)
Servicer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
of the
Saks Credit Card Master Trust
(formerly named the Xxxxxxxx'x Credit Card Master Trust)
______________________________
AMENDMENT NO. 2
Dated as of July 1, 1999
to the
MASTER POOLING AND SERVICING AGREEMENT
Dated as of August 21, 1997
______________________________
THIS AMENDMENT NO. 2 ("Amendment") dated as of July 1, 1999 to the Master
Pooling and Servicing Agreement, dated as of August 21, 1997 (as amended, the
"Master Pooling and Servicing Agreement"), is by and among Saks Credit
Corporation (as successor to Xxxxxxxx'x Credit Corporation"), a Delaware
corporation, (the "Transferor"), Saks Incorporated (formerly named, Xxxxxxxx'x,
Inc.), a Tennessee corporation, (the "Servicer"), and 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 them in the Master Pooling and Servicing Agreement
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other party and, to the extent provided
herein or in any Supplement, for the benefit of the Certificateholders and any
Enhancement Provider:
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the parties hereto are authorized by Section 13.1(a) of the Master
Pooling and Servicing Agreement to add to, change or eliminate any of the
provisions of the Pooling and Servicing Agreement, from time to time; and
NOW, THEREFORE, in consideration of the mutual promises contained herein,
in the Master Pooling and Servicing Agreement and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Amendments to the Master Pooling and Servicing Agreement
--------------------------------------------------------
1.1 The name of the Trust is hereby changed to, and the Trust shall be
known as, the "Saks Credit Card Master Trust."
1.2 The definition of "Additional Account Cut-Off Date" in Section 1.1
of the Master Pooling and Servicing Agreement is amended in its entirety to read
as follows:
"Additional Account Cut-Off Date" shall mean with respect to any
-------------------------------
Additional Account the day prior to any Additional Account Closing
Date as may be designated by the Servicer.
1.3 All references to Xxxxxxxx'x Credit Corporation, as Transferor,
shall be amended to refer to Saks Credit Corporation, as Transferor.
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Section 3. Representations and Warranties
------------------------------
Each of the Transferor and the Servicer represents and warrants that:
(a) Its execution, delivery and performance of this Amendment are within
its corporate powers, have been duly authorized by all necessary corporate
action and do not require any consent or approval which has not been obtained.
(b) This Amendment and the Master Pooling and Servicing Agreement as
amended hereby are legal, valid and binding obligations of it, enforceable in
accordance with their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally or by general equitable principles.
Section 4. Conditions Precedent
--------------------
This Amendment shall become effective as of its date, provided that all of
the following conditions are met:
(a) The Servicer shall have furnished the Trustee with an Officer's
Certificate to the effect that the Amendment will not materially and adversely
affect the interests of any Certificateholders;
(b) The Amendment will not cause the Trust to be characterized as a
corporation for Federal income tax purposes or otherwise have a material adverse
effect on the Federal income taxation of any Series;
(c) The Servicer shall have given each Rating Agency ten (10) Business
Days' prior written notice of the Amendment and shall have received written
confirmation from each Rating Agency rating the affected Series that the Rating
Agency Condition will be met, where appropriate;
(d) The Trustee shall receive and shall be permitted to rely upon an
Opinion of Counsel to the effect that the conditions and requirements of Section
13.1(a) of the Master Pooling and Servicing Agreement have been satisfied; and
(e) The Transferor shall deliver prior written notice of the Amendment to
each Rating Agency.
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Section 5. Miscellaneous
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(a) Applicability of the Master Pooling and Servicing Agreement
-----------------------------------------------------------
In all respects not inconsistent with the terms and provisions of this
Amendment, the provisions of the Master Pooling and Servicing Agreement are
hereby ratified, approved and confirmed.
(b) Headings
--------
The captions in this Amendment are for convenience of reference only and
shall not define or limit the provisions hereof.
(c) Counterparts
------------
This Amendment may be executed in counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute
but one and the same instrument.
(d) Governing Law
-------------
THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written, and it shall be effective upon
delivery to the Trustee.
[Signatures on next page]
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SAKS CREDIT CORPORATION,
as Transferor
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
SAKS INCORPORATED,
as Servicer
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
Associate General Counsel
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ X. Xxxxxx
------------------------------
Name: X. Xxxxxx
Title: Corporate Trust Officer
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