Exhibit 4(h)
SEARS, XXXXXXX AND CO.
Servicer
SRFG, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
_______________
AMENDMENT NO. 1 TO THE
SERIES 1996-2 SUPPLEMENT
Dated as of May 17, 1996,
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994, as amended
__________________________________________________
$588,240,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-2
RECITALS
WHEREAS, the parties hereto entered into that certain SERIES 1996-2
SUPPLEMENT, dated as of May 17, 1996, (the "Series Supplement"), by and among
SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a Delaware
corporation ("SRFG") as Seller, SEARS, XXXXXXX AND CO., a New York corporation
("Sears") as Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association, organized and existing under the laws of the United States
(the "Trustee");
WHEREAS,the parties hereto entered into that certain POOLING AND SERVICING
AGREEMENT, dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears, as Servicer, SRFG, as Seller, and the Trustee,
as Trustee; and
WHEREAS, the parties desire to effect certain amendments to the Series
Supplement pursuant to Section 13.01 of the Pooling and Servicing Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, each party agrees as follows for the benefit of the other
parties and for the benefit of the Investor Certificateholders:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Series Supplement or the Pooling and Servicing
Agreement, as applicable.
II. Amendments to Series Supplement Term Sheet.
A. The Series Initial Investor Interest shall be amended to read as follows:
$588,240,000
B. The Class Initial Investor Interest of each Class of Investor
Certificates shall be amended to read as follows:
Class A - $500,000,000
Class B - $22,500,000
Class C - $65,740,000
C. The Class C Controlled Amortization Amount shall be amended to read as
follows:
Unless a Rapid Amortization Event shall have occurred, $17,647,200.
III. Amendment to Exhibit A-3 (Form of Class C Certificate).
A. The second sentence of the fourth paragraph on page A-3-3 (the Form of
the Reverse of the Class C Certificates [For an Amortizing Structure]) shall
be amended to read as follows:
The Class Initial Investor Interest of the Class C Certificates is $65,740,000.
IV. Miscellaneous
A. Counterparts. This Amendment may be executed in any number of counter-
parts, 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.
B. 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.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this Amendment to
be duly executed by their respective officers as of this 6th day of May, 1998.
SRFG, INC.,
as Seller
By:
Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
SEARS, XXXXXXX AND CO.,
as Servicer
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
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