SEARS CREDIT ACCOUNT MASTER TRUST II Master Trust Certificates Underwriting AgreementSRFG Inc • October 10th, 2001 • Asset-backed securities • New York
SRFG, Inc. (the "Company"), as originator of Sears Credit Account Master Trust II (the "Trust") and holder of the Seller Certificate, proposes, subject to the terms and conditions stated herein, to cause to be issued and sold from time to time certain of the Master Trust Certificates registered under the registration statement referred to in Section 2(a) (the "Securities"). The Company intends to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form attached hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule 1 to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) the Securities specified in such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"). The Designated Securities will
SEARS, ROEBUCK AND CO. Servicer and SRFG, INC. SellerContribution Agreement • July 26th, 2001 • SRFG Inc • Asset-backed securities • New York
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CONTRIBUTION AGREEMENT amending FIRST AMENDED AND RESTATED CONTRIBUTION AGREEMENT Dated as of July 31, 1994
SEARS, ROEBUCK AND CO. Servicer SRFG, INC. Seller and BANK ONE, NATIONAL ASSOCIATION Trustee on behalf of the Certificateholders AMENDMENT NO. 5 Dated as of July 20, 2001 amending POOLING AND SERVICING AGREEMENT Dated as of July 31, 1994 SEARS CREDIT...Pooling and Servicing Agreement • July 26th, 2001 • SRFG Inc • Asset-backed securities • New York
WHEREAS, the parties hereto entered into that certain Pooling and Servicing Agreement, dated as of July 31, 1994, as amended (the "Agreement"), by and among Sears, Roebuck and Co., a New York corporation, as Servicer ("Sears"), SRFG, Inc., formerly Sears Receivables Financing Group, Inc., a Delaware corporation, as Seller ("SRFG") and Bank One National Association, a national banking association, formerly The First National Bank of Chicago, as Trustee (the "Trustee"), and the Series Supplements to the Agreement listed on Exhibit A hereto;
SEARS, ROEBUCK AND CO. Servicer and SRFG, INC. Seller AMENDMENT NO. 1 TO RECEIVABLES WAREHOUSE AGREEMENT amending RECEIVABLES WAREHOUSE AGREEMENT Dated as of December 21, 1995 Dated as of July 20, 2001 SEARS CREDIT ACCOUNT MASTER TRUST II RECITALSReceivables Warehouse Agreement • July 26th, 2001 • SRFG Inc • Asset-backed securities • New York
WHEREAS, the parties hereto entered into that certain Receivables Warehouse Agreement, dated as of December 21, 1995 (the "Warehouse Agreement"), by and between Sears, Roebuck and Co., a New York corporation ("Sears") and SRFG, Inc., formerly Sears Receivables Financing Group, Inc., a Delaware corporation ("SRFG");
SEARS, ROEBUCK AND CO. Servicer and SRFG, INC. Seller AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED PURCHASE AGREEMENT amending FIRST AMENDED AND RESTATED PURCHASE AGREEMENT Dated as of July 31, 1994 Dated as of July 20, 2001 SEARS CREDIT ACCOUNT...Purchase Agreement • July 26th, 2001 • SRFG Inc • Asset-backed securities • New York
WHEREAS, the parties hereto entered into that certain First Amended and Restated Purchase Agreement, dated as of July 31, 1994, as amended (the "Purchase Agreement"), by and between Sears, Roebuck and Co., a New York corporation ("Sears") and SRFG, Inc., formerly Sears Receivables Financing Group, Inc., a Delaware corporation ("SRFG");
SERIES TERM SHEETPooling and Servicing Agreement • October 10th, 2001 • SRFG Inc • Asset-backed securities • New York
