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EXHIBIT 10.48
SFA FINANCE COMPANY
SELLER
SAKS & COMPANY
SERVICER
AND
BANKERS TRUST COMPANY
TRUSTEE
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AMENDMENT NO. 1
DATED AS OF DECEMBER 17, 1998
TO THE
SERIES 1996-1 SUPPLEMENT
DATED AS OF APRIL 25, 1996
TO THE
POOLING AND SERVICING AGREEMENT
DATED AS OF APRIL 25, 1996
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THIS AMENDMENT NO. 1 ("Amendment") dated as of December 17, 1998, to
the Series 1996-1 Supplement dated as of April 25, 1996 (the "Series
Supplement") to the Pooling and Servicing Agreement dated as of April 25, 1996
(as amended or supplemented, the "Pooling and Servicing Agreement"), is by and
among SFA Finance Company, as Seller (the "Seller"), Saks & Company, as Servicer
(the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement or the Series
Supplement.
W I T N E S S E T H
WHEREAS, the parties hereto are authorized by Section 13.1(b) of the
Pooling and Servicing Agreement to enter into this Amendment.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, in the 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 SERIES SUPPLEMENT
1.1 Section 5.2 of the Series Supplement shall be deleted in
its entirety and replaced by the following provision:
"Section 5.2 Monthly Certificateholders' Statement.
On each Determination Date the Paying Agent shall forward to
each Series 1996-1 Certificateholder and each Rating Agency a
statement substantially in the form of Exhibit A hereto."
SECTION 2. REPRESENTATIONS AND WARRANTIES
Each of the Seller 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 Series Supplement 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.
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SECTION 3. CONDITIONS PRECEDENT
This Amendment shall become effective as of its date, provided that all
of the following conditions are met:
(a) This Amendment shall have been executed and delivered by the
parties hereto;
(b) The Servicer shall have provided an Officer's Certificate to the
Trustee to the effect that (i) this Amendment will not materially and adversely
affect the interests of any Certificateholder, (ii) the Servicer provided at
least ten Business Days' prior written notice to each Rating Agency of this
Amendment and received written confirmation from each Rating Agency to the
effect that the rating of any Series rated by such Rating Agency will not be
reduced or withdrawn as a result of this Amendment, and (iii) all of the
conditions precedent to the effectiveness of this Amendment have been satisfied;
and
(c) The Seller and Servicer shall have provided Opinions of Counsel to
the Trustee to the effect that (i) this Amendment shall not cause the Trust to
be characterized for Federal income tax purposes as an association taxable as a
corporation, or otherwise have any material adverse impact on the Federal income
taxation of any outstanding Series of Investor Certificates or any Certificate
Owner, and (ii) this Amendment complies with all the requirements of the Pooling
and Servicing Agreement.
SECTION 4. MISCELLANEOUS
(a) Applicability of the Series Supplement
In all respects not inconsistent with the terms and provisions of this
Amendment, the provisions of the Series Supplement 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 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
OBLIGATIONS, RIGHTS AND
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REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
(e) The Trustee
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the sufficiency of this Amendment or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Seller
and the Servicer.
[Signatures on next page]
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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.
SFA FINANCE COMPANY,
as Seller
By: _____________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
SAKS & COMPANY,
as Servicer
By: _____________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
BANKERS TRUST COMPANY,
as Trustee
By: _____________________________
Name:
Title:
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EXHIBIT A
MONTHLY SERVICER'S CERTIFICATE
A-1
