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Exhibit 10(ee)
EXECUTION COPY
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AMENDMENT NO. 1 TO THE
ELDER-BEERMAN MASTER TRUST
SERIES 1997-1 SUPPLEMENT
AMENDMENT NO. 1 TO THE ELDER-BEERMAN MASTER TRUST SERIES 1997-1
SUPPLEMENT, dated as of November 25, 1998 among THE EL-BEE RECEIVABLES
CORPORATION, a Delaware corporation, as Transferor (the "TRANSFEROR"), THE
EL-BEE CHARGIT CORP., an Ohio corporation, as Servicer (the "SERVICER"), BANKERS
TRUST COMPANY, a New York banking corporation, as Trustee (the "TRUSTEE"), the
holder of the Exchangeable Transferor Certificate (as defined in the Pooling and
Servicing Agreement referred to below) party hereto and each of the holders of
the Investor Certificates (as defined in the Pooling and Servicing Agreement
referred to below) party hereto.
PRELIMINARY STATEMENTS:
(1) The Transferor, the Servicer and the Trustee have entered into the
ELDER-BEERMAN MASTER TRUST SERIES 1997-1 SUPPLEMENT, dated as of December 30,
1997 (as amended, supplemented or otherwise modified through the date hereof,
the "SUPPLEMENT") to the Pooling and Servicing Agreement, dated as of December
30, 1997, among the Transferor, the Servicer and the Trustee (as amended,
supplemented or otherwise modified from time to time, the "POOLING AND SERVICING
AGREEMENT"; all capitalized terms not otherwise defined herein are used herein
as defined in the Pooling and Servicing Agreement).
(2) The Transferor has requested that the Class A Invested Amount under
the Supplement be increased.
(3) The parties hereto have agreed to so increase the Class A Invested
Amount on the terms and conditions as set forth herein.
SECTION 1. AMENDMENTS TO THE SUPPLEMENT. The Supplement is, effective
as of the date hereof and subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, hereby amended as follows:
(a) The definition of "CLASS A EXPECTED FINAL PAYMENT DATE" in
Section 2.01(e) thereof is hereby deleted in its entirety and replaced
by the following definition:
"CLASS A EXPECTED FINAL PAYMENT DATE" means the September 20,
2001 Distribution Date.
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(b) The definition of "CLASS A INITIAL SERIES INVESTED AMOUNT" in
Section 2.01(e) thereof is hereby deleted in its entirety and replaced by the
following definition:
"CLASS A INITIAL SERIES INVESTED AMOUNT" means the aggregate
initial principal amount of the Class A Certificates, which is
$167,000,000.
(c) The definition of "SUBORDINATED TRANSFEROR INITIAL INVESTED AMOUNT"
in Section 2.01(e) thereof is hereby deleted in its entirety and replaced by the
following definition:
"SUBORDINATED TRANSFEROR INITIAL INVESTED AMOUNT" means, as of
any date of determination thereof, the aggregate principal amount of
the Subordinated Transferor Invested Amount, which will be equal to
the higher of (a) $11,000,000 and (b) an amount equal to 14% of the
Series Invested Amount as of such date of determination minus the
Collateral Investor Initial Series Invested Amount.
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when, and only when, (A) the
Program Agent shall have received counterparts of this Amendment executed by all
the parties hereto; and (B) each of the conditions of effectiveness set forth in
Section 2 of that certain Amendment No. 1 to the Series 1997-1 Certificate
Purchase Agreement dated as of the date hereof shall have either been fulfilled
or waived in accordance with the terms thereof. This Amendment is subject to the
provisions of Section 7.05 of the Supplement.
SECTION 3. REFERENCE TO AND EFFECT ON THE TRANSACTION DOCUMENTS. (a) On
and after the effectiveness of this Amendment, each reference in the Supplement
to "this Supplement", "hereunder", "hereof" or words of like import referring to
the Supplement, and each reference in the Transaction Documents to "the
Supplement", "thereunder", "thereof" or words of like import referring to the
Supplement with respect to the Series 1997-1, shall mean and be a reference to
such Supplement, as amended by this Amendment.
(b) The Supplement, as specifically amended by this Amendment, is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any party hereto under the Transaction Documents, nor
constitute a waiver of any provision of any of the Transaction Documents.
SECTION 4. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall
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constitute but one and the same agreement. Delivery of an executed counterpart
of a signature page to this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment.
SECTION 5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
THE EL-BEE RECEIVABLES CORPORATION,
as Transferor
By /s/ Perry J. Schiller
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Name: Perry J. Schiller
Title:
THE EL-BEE CHARGIT CORP., as Servicer
By /s/ Perry J. Schiller
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Name: Perry J. Schiller
Title:
BANKERS TRUST COMPANY, as Trustee
By /s/ Louis Bodi
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Name: Louis Bodi
Title: Vice President