Exhibit 4.1
ASSIGNMENT OF ADDITIONAL FUNDS
This Assignment of Additional Funds (the "Assignment") is made this 30th
day of January, 1998, by and between SRFG, Inc. (formerly known as Sears
Receivables Financing Group, Inc.), as Seller (the "Seller"), and The First
National Bank of Chicago, as Trustee (the "Trustee").
WHEREAS, the Seller formed the Sears Credit Account Master Trust II (the
"Trust") pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of July 31, 1994, as amended, among Sears,
Xxxxxxx and Co., as Servicer, the Seller and the Trustee;
WHEREAS, the Trust has provided and continues to provide an important
source of liquidity for the Seller; WHEREAS, the Seller has a significant
investment in the Trust in the form of the Seller Certificate and the Class
C Certificates of each Series of Investor Certificates (as each such term
is defined in the Pooling and Servicing Agreement); WHEREAS, the Seller has
determined that it is in the Seller's best interest to add certain
additional funds to the Trust; and
WHEREAS, the Trustee desires that such additional funds be added to the
Trust;
NOW, THEREFORE, in consideration of the foregoing, other good and valuable
consideration and the mutual terms and covenants contained herein, the
Seller and the Trustee hereby agree as follows:
1. Defined Terms. All capitalized terms defined in the Pooling and
Servicing Agreement and used herein shall have such defined meanings when
used herein, unless otherwise defined herein. In addition, the following
terms have the following meanings:
"Additional Funds" shall mean, with respect to any Distribution Date, an
amount equal to the product of (x) the total amount of Recovered Amounts
with respect to the Sears Portfolio Accounts during the calendar month
immediately preceding such Distribution Date, which amount shall be
determined based on a good faith estimate made by the Servicer on the third
business day of the calendar month in which such Distribution Date occurs
and (y) a fraction, the numerator of which is the total amount of Principal
Receivables in the Trust as of the first day of the related Due Period and
the denominator of which is the total amount of Principal Receivables in
the Sears Portfolio Accounts as of the first day of such Due Period;
provided, however, that Additional Funds shall not exceed the sum of all
Recovered Amounts with respect to Seller Charged-Off Accounts during the
calendar month immediately preceding such Distribution Date, which amount
shall be determined based on a good faith estimate made by the Servicer on
the third business day of the calendar month in which such Distribution
Date occurs.
"Obligor" shall mean with respect to any Sears Portfolio Account, the
Person or Persons obligated to make payments with respect to such Sears
Portfolio Account, including any guarantor thereof.
"Principal Receivable" shall mean any Receivable that represents the
outstanding principal amount owing for the payment of goods and services.
"Receivable" shall mean any amount owing by any Obligor under a Sears
Portfolio Account from time to time, including, without limitation, amounts
owing for the payment of goods and services, finance charges and other
charges, if any.
"Recovered Amount" with respect to any Sears Portfolio Account shall mean
all amounts received with respect to Receivables that have previously been
charged off as uncollectible, including, without limitation, any proceeds
from the sale of such Receivables.
"Sears Portfolio Accounts" means all open-end retail charge plans for
specified Persons maintained by Sears or an affiliate of Sears with respect
to the sale of goods or services.
"Seller Accounts" means all Sears Portfolio Accounts the Receivables in
which have been transferred from Sears to the Seller pursuant to the
Transfer Agreements.
"Seller Charged-Off Account" means each Seller Account with respect to
which the Receivables in such Seller Account have been charged off as
uncollectible.
"Transfer Agreements" means (i) the First Amended and Restated Purchase
Agreement, dated as of July 31, 1994, as amended, between Sears and the
Seller; (ii) the First Amended and Restated Contribution Agreement, dated
as of July 31, 1994, as amended, between Sears and the Seller; and (iii)
the Receivables Warehouse Agreement, dated as of December 21, 1995, as
amended, between Sears and the Seller.
2. Transfer of Additional Funds. The Seller hereby agrees to
transfer to the Trust on or before each Distribution Date an amount equal
to the Additional Funds with respect to such Distribution Date.
3. Acceptance by Trustee. Subject to the satisfaction of the
conditions set forth in Section 4, the Trustee hereby acknowledges its
acceptance on behalf of the Trust of the Additional Funds and declares that
it will apply such funds in accordance with the Pooling and Servicing
Agreement for the benefit of all Certificateholders.
4. Allocation of Additional Funds among Series. The Additional Funds
shall be allocated to each Series on the Distribution Date in an amount
equal to the product of (x) a fraction, the numerator of which is the
Series Investor Interest for such Series minus the Supplemental Cash
allocable to such Series on the first day of the related Due Period and the
denominator of which is the sum of the Series Investor Interests for all
Series minus the Supplemental Cash allocable to such Series on the first
day of the related Due Period and (y) the aggregate amount of Additional
Funds transferred to the Trust on such Distribution Date pursuant to this
Assignment. The Additional Funds allocated to any Series shall be
deposited into the Series Collections Account for such Series.
5. Conditions Precedent. The acceptance of the Trustee set forth in
Section 3 is subject to the condition that the Servicer shall have
delivered to the Trustee a certificate of a Servicing Officer certifying
that all requirements set forth in Section 4.03(e) of the Pooling and
Servicing Agreement with respect to the Servicer's election to add
Additional Funds to the Trust have been satisfied.
6. Counterparts. This Assignment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
7. Governing Law. This Assignment shall be construed in accordance
with the internal laws of the State of New York, without reference to its
conflict of law provisions.
8. Amendments. The parties hereto agree that they shall not amend
this Assignment unless they have received written confirmation from the
Rating Agencies that such amendment will not cause a Ratings Event.
IN WITNESS WHEREOF, the undersigned have caused this Assignment of
Additional Funds to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
SRFG, INC., as Seller
By:/S/ Xxxxxx X. Xxxxx
Title: President
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:/S/X.X. Finely
Title: Vice President
Acknowledged:
SEARS, XXXXXXX AND CO., as
Servicer
By: Xxxxxx X. Xxxxxxxx
Title: Servicing Officer
