-1-
Exhibit 4.17
SECOND AMENDMENT TO THE AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT (this "Amendment") to the Amended and
Restated Receivables Purchase Agreement (the "Agreement") dated
as of May 30, 1996, by and among SRI Receivables Purchase Co.,
Inc., a Delaware corporation (the "Purchaser") and the
Originators parties thereto (the "Originator") is made and
entered into as of November 9, 1999 by and among the Purchaser
and the Originator.
WHEREAS, Specialty Retailers, Inc. desires to refinance the
SRI Receivables Master Trust;
WHEREAS, Specialty Retailers, Inc. (as "Servicer"), the
Purchaser and Bankers Trust (Delaware) (as "Trustee") have
amended and restated the Pooling and Servicing Agreement and have
executed the Series 1999-1 Supplement to such Pooling and
Servicing Agreement as of the date hereof;
WHEREAS, the Originator and the Purchaser desire to bring
certain provisions of the Agreement into conformity with certain
provisions of the Pooling and Servicing Agreement, by modifying
and amending certain terms of the Agreement pursuant to Section
8.01 thereof and in accordance with Section 13.1 of the Pooling
and Servicing Agreement in the manner more particularly described
herein below;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged:
The Originator and the Purchaser hereby agree as follows:
1. Defined Terms. Capitalized terms used herein but not
otherwise defined shall have the meanings set forth in the
Agreement, as amended by this Amendment.
2. Eligible Receivable. Clause (c) of the definition of
Eligible Receivable shall be amended and restated to read as
follows:
(c) it is, at the time of its transfer to the
Purchaser, the legal, valid and binding obligation of a
Person or is guaranteed by a Person who (i) is living,
(ii) is not a minor under the laws of his/her state of
residence and (iii) is competent to enter into a contract
and incur debt (or with respect to obligations from Persons
who do not qualify under clauses (ii) or (iii), is so
guaranteed by a Person who qualifies under clauses (i), (ii)
and (iii)); provided, however that no more than 6.00% of all
Eligible Receivables shall be from Obligors which are non-
U.S. Persons, unless the Rating Agency provides its written
consent to an increase in such percentage;
3. Receivable. The definition of Receivable shall be
amended and restated to read as follows:
"Receivable" means, with respect to any Obligor, any
account, chattel paper or general intangible representing
the indebtedness of such Obligor under a Charge Account
Agreement arising in an Account from a sale of merchandise,
insurance or services, or from a cash advance, and includes
the right to payment of any interest or finance charges and
other obligations of such Obligor with respect thereto.
Each Receivable includes, without limitation, all rights of
the Originator under the applicable Charge Account
Agreement. Each increase in the Outstanding Balance of any
Receivable (other than any such increase resulting from the
accrual of interest or finance charges or other fees with
respect to such Receivable) shall, for purposes of Article
II, constitute a separate Principal Receivable.
4. Recoveries. The definition of Recoveries shall be
amended and restated to read as follows:
"Recoveries," shall mean, with respect to any period,
an amount (which shall not be less than zero) equal to the
product of (i) any amounts received during such period
("Defaulted Receivable Receipts") with respect to
Receivables in Accounts which previously became Defaulted
Accounts and (ii) the fraction resulting from (A) one minus
(B) a fraction, the numerator of which is the cumulative
aggregate Defaulted Receivable Repurchase Amount paid by the
Originators during the preceding six full Monthly Periods
pursuant to Section 2.04(c), and the denominator of which is
the total principal amount of Receivables which become
Defaulted Receivables during such six Monthly Periods.
5. List of
Originator
s. The
List of
Originator
s on
Schedule I
of the
Agreement
shall be
amended
and
restated
to replace
"Palais
Royal,
Inc." with
"Specialty
Retailers,
Inc."
6. Effectiveness of Amendments. The parties hereto
expressly acknowledge that the effectiveness of this Amendment is
conditioned upon the receipt of written confirmation from each
Rating Agency to the effect that the original rating of any
Series or any class of any Series will not be reduced or
withdrawn as a result of this Amendment. Upon receipt by the
Trustee of such written confirmation, this Amendment shall be
deemed effective on the date hereof. Except as expressly set
forth above, all terms of the Agreement shall be and remain in
full force and effect and shall constitute the legal, valid and
binding and enforceable obligations of the parties thereto. To
the extent any terms and conditions in the Agreement shall
contradict or be in conflict with any provisions of this
Amendment, the provisions of this Amendment shall govern.
7. Governing Law. THIS AMENDMENT AND THE AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
8. Counterparts. This Amendment may be executed in
separate counterparts each of which shall be an original and all
of which taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties thereto have executed this
Second Amendment as of November 9, 1999.
SPECIALTY RETAILERS, INC.,
Originator
By: /s/ ▇▇▇▇▇ ▇. Marcum_________
Its: Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇. Sledge_________
Its: Treasurer
SRI RECEIVABLES PURCHASE CO., INC.,
Purchaser
By: /s/ ▇▇▇▇▇ ▇. Marcum__________
Its: Chief Financial Officer
