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Exhibit 4.19
FIRST AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") to the Receivables
Transfer Agreement (the "Agreement") dated as of August 1, 1998,
by and between Specialty Retailers, Inc., a Texas corporation
(the "Purchaser" or "SRI") and Granite National Bank, N.A., a
national banking association (the "Bank") is made and entered
into as of November 9, 1999 by and between the Purchaser and the
Bank.
WHEREAS, Specialty Retailers, Inc. desires to refinance the
SRI Receivables Master Trust;
WHEREAS, Specialty Retailers, Inc. (as "Servicer"), SRI
Receivables Purchase Co., Inc. (as "Transferor") 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 Purchaser and the Bank 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 Purchaser and the Bank 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. Receivable. The definition of Receivable shall be
amended and restated to read as follows:
"Receivable" means any account, chattel paper or
general intangible representing the indebtedness of an
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 Bank under
the applicable Charge Account Agreement.
3. 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.
4. 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.
5. 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
First Amendment as of November 9, 1999.
SPECIALTY RETAILERS, INC.,
Purchaser
By: /s/ Charles M. Sledge_______
Its: SVP
GRANITE NATIONAL BANK, N.A., The Bank
By: /s/ James A. Marcum________
Its: Vice Chairman, CFO
