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Exhibit 10(ff)
EXECUTION COPY
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AMENDMENT No.2 TO THE
ELDER-BEERMAN MASTER TRUST
SERIES 1997-1 SUPPLEMENT
AMENDMENT No.2 TO THE ELDER-BEERMAN MASTER TRUST SERIES 1997-1
SUPPLEMENT, dated as of November 24, 1999 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 by the Amendment No. 1 to the Elder-Beerman Master Trust Series
1997-1 Supplement, dated as of November 25, 1998 (as so amended and as further
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 Program Agent with respect to the Supplement has requested that
the Assignee Rate set forth in the Supplement be amended.
(3) The parties hereto have agreed to so amend the Assignee Rate 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 by deleting the
definition of "ASSIGNEE RATE" in Section 2.01(e) thereof and by replacing such
definition by the following definition:
"ASSIGNEE RATE" means, for any Interest Period, an interest rate
per annum equal to the Adjusted Eurodollar Rate PLUS 2.00%; PROVIDED,
HOWEVER, that, if (x) it shall become unlawful for Citibank, N.A. to
obtain funds in the London interbank market in
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order to purchase, fund or maintain its initial investment in the Class
A Certificates or any Increase hereunder, or deposits in dollars (in
the applicable amounts) are not being offered by Citibank, N.A. in the
London interbank market, or (y) Citibank, N.A. is unable to establish
the Adjusted Eurodollar Rate for any applicable period due to
circumstances affecting the London interbank market generally, or (z) a
Series 1997-1 Majority in Interest of the Class A Certificateholders or
the Collateral Investor Certificateholders notifies the Transferor and
the Program Agent of their determination that the Adjusted Eurodollar
Rate will not adequately reflect the cost of funding or maintaining the
Class A Invested Amount or Collateral Invested Amount, respectively
(until a Series 1997-1 Majority in Interest of such Class A
Certificateholders or Collateral Investor Certificateholders, as
applicable, shall have notified the Transferor and the Program Agent
that such Series 1997-l Majority in Interest has determined that the
Adjusted Eurodollar Rate will adequately reflect such cost), then, in
each case, the Assignee Rate shall be the Alternate Base Rate in effect
from time to time PLUS 1/2 of 1%; PROVIDED FURTHER that following the
occurrence and during the continuation of an Early Amortization Period,
the "Assignee Rate" shall be the applicable interest rate per annum
determined pursuant to the provisions set forth above PLUS 1/2 of 1% per
annum.
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when, and only when the Program
Agent shall have received counterparts of this Amendment executed by all the
parties hereto. 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 constitute but one and the same agreement.
Delivery of an executed counterpart of a signature
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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.
[Remainder of page intentionally left blank.]
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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/ Scott J. Davido
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Name:
Title: Scott J. Davido
President
THE EL-BEE CHARGIT CORP., as Servicer
By: /s/ Scott J. Davido
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Name: Scott J. Davido
Title: Senior Vice President,
Secretary and Treasurer
BANKERS TRUST COMPANY, as Trustee
By: /s/ Louis Bodi
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Name: Louis Bodi
Title: Vice President
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EXCHANGEABLE TRANSFEROR CERTIFICATE HOLDER
THE EL-BEE RECEIVABLES CORPORATION
By: /s/ Scott J. Davido
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Name: Scott J. Davido
Title: President
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CLASS A CERTIFICATE HOLDERS
CORPORATE RECEIVABLES CORPORATION
By: CITICORP NORTH AMERICA, INC., as
Attorney-in-Fact
By: /s/ Arthur Bovino
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Name: Arthur Bovino
Title: Vice President
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COLLATERAL INVESTOR CERTIFICATE HOLDERS
BALANCED HIGH YIELD FUND I LTD.
By: BHF (USA) CAPITAL CORPORATION,
as Attorney-in-Fact
By /s/ John Sykes
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Name: John Sykes
Title: V.P.
By /s/ Ralph Della Rocca
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Name: RALPH DELLA ROCCA
Title: ASSISTANT VICE PRESIDENT
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SUBORDINATED TRANSFEROR CERTIFICATE HOLDERS
THE EL-BEE RECEIVABLES CORPORATION,
as Transferor
By: /s/ Scott J. Davido
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Name: Scott J. Davido
Title: President