Exhibit 99.7
THE EL-BEE RECEIVABLES CORPORATION
3155 EL-BEE ROAD
DAYTON, OHIO 45349
October 23, 2003
Citicorp North America, Inc.,
as Program Agent and as a Managing Agent
Fleet Securities Inc., as a Managing Agent
Deutsche Bank Trust Company Americas, as Trustee
Re: Elder-Beerman Master Trust
Class A Floating Rate Certificates, Series 2000-1
Ladies and Gentlemen:
Reference is hereby made to (a) the Elder-Beerman Master Trust
Pooling and Servicing Agreement, dated as of December 30, 1997 among The El-Bee
Receivables Corporation (the "Transferor"), The El-Bee Chargit Corp. (the
"Servicer") and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust
Company), as trustee (in such capacity, the "Trustee") (as amended, restated,
supplemented or otherwise modified from time to time, the "PSA"); (b) the
Elder-Beerman Master Trust Series 2000-1 Supplement, dated as of May 19, 2000
among the Transferor, the Servicer and the Trustee (as amended by that certain
Amendment No. 1 dated as of July 9, 2002, that certain Amendment No. 2 dated as
of July 8, 2003, that certain Amendment No. 3 dated as of July 24, 2003 and as
amended, restated, supplemented or otherwise modified from time to time, the
"Supplement"); and (c) the Series 2000-1 Certificate Purchase Agreement, dated
as of May 19, 2000 among the Transferor, CRC Funding, LLC (as successor to
Corporate Receivables Corporation) ("CRC Funding"), EagleFunding Capital
Corporation ("EagleFunding")and the other commercial paper conduits from time to
time party thereto, as Conduit Purchasers (the "Conduit Purchasers"), Citibank,
N.A. ("Citibank"), EagleFunding and the other financial institutions from time
to time party thereto, as Committed Purchasers (the "Committed Purchasers"),
Citicorp North America, Inc. ("CNAI"), Fleet Securities Inc. ("FSI") and the
other financial institutions from time to time party thereto, as Managing Agents
(the "Managing Agents"), CNAI, as Program Agent (in such capacity, the "Program
Agent") and the Trustee (as amended by that certain Amendment No. 1 dated as of
July 9, 2002, that certain Amendment No. 2 dated as of July 8, 2003 and as
amended, restated, supplemented or otherwise modified from time to time, the
"Certificate Purchase Agreement"). Capitalized terms used herein but not defined
herein shall have the meanings given to such terms in the Supplement or the
Certificate Purchase Agreement, as applicable.
The Transferor hereby notifies you that a Series Early Amortization
Event under Section 6.01(o) of the Supplement has occurred and is continuing as
a result of 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 (such Series Early
Amortization Event, the "Specified Default").
The Transferor hereby requests that each of the Program Agent, the
Managing Agents, the Purchasers and the Trustee waive, until October 31, 2003
only, the Specified Default and by their execution below, the Program Agent, the
Managing Agents, the Purchasers and the Trustee hereby waive, until October 31,
2003 only, the Specified Default.
The waiver set forth in this letter shall become effective as of the
date hereof, if and when the Program Agent shall have received counterparts of
this letter, executed by the Transferor, the Servicer, the Managing Agents, the
Purchasers and the Program Agent. Except as otherwise expressly provided herein,
this letter agreement shall not operate as a waiver of any Series Early
Amortization Event or of any right, power, or remedy of the Program Agent, the
Managing Agents or the Purchasers under the Supplement, the Certificate Purchase
Agreement or any other Transaction Document, instrument or agreement executed in
connection therewith (collectively, the "Documents"); and each of the Documents
shall remain in full force and effect and is hereby ratified and confirmed.
This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. This letter agreement may be
executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
Very truly yours,
THE EL-BEE RECEIVABLES CORPORATION,
as Seller
By: ______________________________
Name:
Title:
Acknowledged and agreed:
THE EL-BEE CHARGIT CORP., as Servicer DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: ___________________________
Name: By: ________________________________
Title: Name:
Title:
CITICORP NORTH AMERICA, INC., as CRC FUNDING, LLC (as successor to
Program Agent and as a Managing Agent Corporate Receivables Corporation),
as a Conduit Purchaser
By: ___________________________ By: Citicorp North America, Inc., as
Name: Attorney-in-Fact
Title:
By: ___________________________
Name:
Title:
CITIBANK, N.A., as a Committed Purchaser FLEET SECURITIES INC., as a Managing
Agent
By: ___________________________ By: ___________________________
Name: Name:
Title: Title:
EAGLEFUNDING CAPITAL CORP., as a FLEET NATIONAL BANK, as a Committed
Conduit Purchaser Purchaser
By: Fleet Securities Inc., as By: ___________________________
Attorney-in-Fact Name:
Title:
By: ___________________________
Name:
Title: