Exhibit 4.31
EXECUTION COPY
AMENDMENT NO.1 TO
THE XXXXX-XXXXXXX MASTER TRUST
SERIES 2000-1 SUPPLEMENT
AMENDMENT NO. 1 TO THE XXXXX-XXXXXXX MASTER TRUST SERIES
2000-1 SUPPLEMENT (the "Amendment"), dated as of July 9, 2002 among THE EL-BEE
RECEIVABLES CORPORATION, a Delaware corporation (the "Transferor"), THE EL-BEE
CHARGIT CORP., an Ohio corporation (the "Servicer") and DEUTSCHE BANK TRUST
COMPANY AMERICAS, a New York banking corporation (f/k/a Bankers Trust Company),
as Trustee (the "Trustee").
PRELIMINARY STATEMENTS
(1). The Transferor, the Servicer and the Trustee entered into
that certain Xxxxx-Xxxxxxx Master Trust Pooling and Servicing Agreement dated as
of December 19, 1997 (as amended, restated, supplemented or otherwise modified
from time to time, the "Pooling and Servicing Agreement"). All capitalized terms
used herein but not specifically defined herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement or the Series 2000-1 Supplement
(as defined below), as applicable.
(2). The Transferor, the Servicer and the Trustee entered into
that certain Xxxxx-Xxxxxxx Master Trust Series 2000-1 Supplement dated as of May
19, 2000 (as amended, restated, supplemented or otherwise modified from time to
time, the "Series 2000-1 Supplement") pursuant to which a Series of Investor
Certificates known as the "Series 2000-1 Certificates" was created.
(3) The Series 2000-1 Certificates were issued pursuant to the
Series 2000-1 Certificate Purchase Agreement, dated as of May 19, 2000 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Certificate Purchase Agreement") among the El-Bee Receivables Corporation, as
Seller, Corporate Receivables Corporation, EagleFunding Capital Corporation and
the other commercial paper conduits from time to time party thereto, as Conduit
Purchasers (the "Conduit Purchasers"), Citibank, N.A., EagleFunding Capital
Corporation and the other financial institutions from time to time party
thereto, as Committed Purchasers (the "Committed Purchasers"), Citicorp North
America, Inc., Fleet Securities, Inc. (f/k/a FleetBoston Xxxxxxxxx Xxxxxxxx
Inc.) and the other financial institutions from time to time party thereto, as
Managing Agents (the "Managing Agents"), Citicorp North America, Inc., as
Program Agent for the Purchasers (the "Program Agent") and the Trustee (the
"Certificate Purchase Agreement").
(4) The parties hereto have agreed to make certain amendments
to the Series 2000-1 Supplement upon the terms and conditions and as set forth
herein.
SECTION 1. Amendments to the Series 2000-1 Supplement. The Series
2000-1 Supplement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, hereby
amended as follows:
(a) The definition of "Amortization Date" in Section 2.01
thereof is hereby deleted in its entirety and replaced by the following:
"Amortization Date" means July 9, 2005.
(b) The definition of "Class A Expected Final Payment Date" in
Section 2.01 thereof is hereby deleted in its entirety and replaced by the
following:
"Class A Expected Final Payment Date" means July 9, 2006.
(c) The definition of "DCR" in Section 2.01 thereof is hereby
deleted in its entirety and replaced by the following in the applicable
alphabetical location:
"Fitch" means Fitch Ratings, Inc. and any successor thereto.
(d) Each reference therein and in the other Transaction
Documents to "DCR" shall be deemed to be a reference to "Fitch".
(e) Section 6.01(l) thereof is hereby deleted in its entirety
and replaced with the following:
(l) the average of the Excess Spread Percentage for three
consecutive Due Periods is less than 1%;
(f) Section 6.01(o) thereof is hereby deleted in its entirety
and replaced with the following:
(o) the failure to maintain in full force and effect at all
times Swaps or Caps (or any combination thereof) having a combined
aggregate notional amount of at least the Class A Invested Amount, with
a Hedge Provider, the short term debt obligations of each of which are
rated at least "A-1+" by Standard & Poor's and "P-1" by Moody's,
provided that if, on any date, any such ratings fall below "A-1+" or
"P-1", as the case may be, such Hedge Agreement shall be replaced by a
Replacement Hedge Agreement with a Replacement Hedge Provider, the
short term debt obligations of which are rated at least "A-1+" by
Standard & Poor's and "P-1" by Moody's, within 30 calendar days of such
date;
(g) Section 6.01(q) thereof is hereby deleted in its entirety
and replaced with the following:
(q) the average of the Net Loss Percentage for three
consecutive Due Periods exceeds 8%;
(h) Section 6.01(r) thereof is hereby deleted in its entirety
and replaced with the following:
(r) the average of the Dilution Ratio for three consecutive
Due Periods exceeds 6%;
(i) Section 6.01(s) thereof is hereby deleted in its entirety
and replaced with the following:
(s) the average of the Monthly Payment Rate for three
consecutive Due Periods is less than 12%;
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, (a) the
Program Agent shall have received counterparts of this Amendment and that
certain Amendment No. 1 to Certificate Purchase Agreement of even date herewith
executed by all of the parties hereto; (b) the Program Agent and the Trustee
shall have received all of the documents, in form and substance satisfactory to
the Program Agent and the Trustee and in sufficient copies as indicated by the
Program Agent and the Trustee, required pursuant to the Series 2000-1 Supplement
and the Pooling and Servicing Agreement for the amendments contemplated herein
and (d) the Program Agent, the Managing Agents and the Trustee shall have
received all fees and expenses due and payable in connection with the
preparation, negotiation, execution, delivery and administration of this
Amendment.
SECTION 3. Reference to and Effect on the Transaction Documents.
(a) On and after the effectiveness of this Amendment, each
reference in the Series 2000-1 Supplement to "this Supplement", "hereunder",
"hereof" or words of like import referring to the Series 2000-1 Supplement, and
each reference in the Transaction Documents to the "Series 2000-1 Supplement",
"thereunder", "thereof" or words of like import referring to the Series 2000-1
Supplement shall mean and be a reference to such Series 2000-1 Supplement, as
amended by this Amendment.
(b) The Series 2000-1 Supplement, as specifically amended by
this Amendment, is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any party hereto under the Transaction Documents,
nor constitute a waiver of any provision of the Transaction Documents.
SECTION 4. Costs and Expenses. The Transferor agrees to pay on demand
all costs and expenses of the Program Agent and the Trustee in connection with
the preparation, execution, delivery and administration, modification and
amendment of this Amendment, the Series 2000-1 Supplement and the Certificate
Purchase Agreement and the other instruments and documents to be delivered
hereunder and thereunder, including, without limitation, the reasonable fees and
expenses of counsel for the Program Agent and the Trustee.
SECTION 5. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers thereunto duly
authorized, as of the date first above written.
THE EL-BEE RECEIVABLES
CORPORATION
By:____________________________
Name:
Title:
THE EL-BEE CHARGIT CORP.
By:____________________________
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS (f/k/a BANKERS TRUST
COMPANY),
not in its individual capacity
but solely as Trustee
By:____________________________
Name:
Title:
CONSENT OF INVESTOR CERTIFICATEHOLDERS
The undersigned, being all of the Investor Certificateholders
of the Series 2000-1 Certificates, hereby consent to the terms and conditions of
Amendment No. 1 to The Xxxxx-Xxxxxxx Master Trust Series 2000-1 dated as of July
9, 2002 (the "Amendment"), to which this Consent is attached and the execution
thereof by the Transferor, the Servicer and the Trustee. Capitalized terms used
in the preceding sentence shall have the meanings given to such terms in the
Amendment.
CITICORP NORTH AMERICA, INC.,
on behalf of the "Purchasers"
in its related "Purchaser Group"
By: ______________________________
Name:
Title:
FLEET SECURITIES, INC.,
on behalf of the "Purchasers"
in its related "Purchaser Group"
By: ______________________________
Name:
Title:
