S-1
Exhibit 4.14
AMENDMENT AND CONSENT
This AMENDMENT AND CONSENT, dated as of December 9, 1999
(this "Amendment"), is made by and among SRI RECEIVABLES PURCHASE
CO., INC., a corporation organized and existing under the laws of
the State of Delaware, as Transferor (the "Transferor"),
SPECIALTY RETAILERS, INC., a corporation organized and existing
under the laws of Texas, as Servicer (the "Servicer"), and
BANKERS TRUST (DELAWARE), a banking corporation organized and
existing under the laws of the State of Delaware, as trustee
(together with its successors in trust thereunder as provided in
the Agreement referred to below, the "Trustee") under the Second
Amended and Restated Pooling and Servicing Agreement dated as of
November 1, 1999 (the "Agreement"), among the Transferor, the
Servicer and the Trustee.
Background
A. The parties named above are all parties to the Agreement
and to a Series 1999-1 Supplement (the "Series Supplement") to
the Agreement. Capitalized terms used and not otherwise defined
in this Amendment and Consent are used as defined in the
Supplement or, if not defined therein, in the Agreement.
B. The Transferor wishes to amend the Agreement and the
Series Supplement in connection with the issuance of the Policy
and to obtain the consent of the Investor Certificateholders and
other affected parties to such amendment.
Amendment
1. Amendments to Agreement and Supplement. Upon execution
of this Amendment and Consent by the Transferor, the Servicer and
the Trustee, and acknowledgment of this Amendment and Consent by
each party designated on the signature pages hereto:
(a) The proviso contained in clause (c) of the
definition of "Eligible Receivable" contained in the
Agreement is restated in its entirety to read as follows:
"provided, however that (A) 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 and
(B) no more than 3.00% of all Eligible Receivables
shall be from obligors with billing addresses in
Mexico, unless the Rating Agency provides its written
consent to an increase in such percentage";
(b) Section 3.6(a) of the Agreement is amended by
amending and restating the penultimate sentence of that
Section to read as follows:
"On or before the 150th day following the end of each
Transferor Fiscal Year, beginning with the Transferor
Fiscal Year ending February 5, 1993, the Servicer shall
also cause a firm of nationally recognized independent
public accountants (who may also render other services
to the Servicer or the Transferor) to furnish to the
Trustee, any Enhancement Provider and each Rating
Agency audited financial statements with respect to
Stage Stores, Inc. and its subsidiaries and the
Transferor along with a copy of the annual management
letter prepared by such auditors pertaining to Stage
Stores, Inc. and its subsidiaries."; and
(c) the Supplement is amended by adding all of the text
marked with double underscore and deleting all scored
through text appearing in the conformed copy of the Series
Supplement attached as Exhibit A to this Amendment and
Consent.
2. Instruction and Confirmation. The Transferor hereby
instructs the Trustee to execute the Insurance Agreement (as
defined in Exhibit A). The Servicer hereby confirms that the fee
and indemnification provisions of the Agreement shall apply to
the execution by the Trustee of this Amendment and Consent, the
Enhancement Supplement and the Insurance Agreement and all
actions taken by the Trustee in connection herewith and
therewith.
3. Miscellaneous. THIS AMENDMENT AND CONSENT 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. EACH OF THE PARTIES TO THIS AMENDMENT AND CONSENT
HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE
COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH
OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Amendment and Consent to be duly
executed by their respective officers as of the day and year
first above written.
SRI Receivables Purchase Co., Inc.,
Transferor
By: /s/ Charles M. Sledge
Name: Charles M. Sledge
Title: SVP Finance & Treasurer
Specialty Retailers, Inc., Servicer
By: /s/ Charles M. Sledge
Name: Charles M. Sledge
Title: SVP Finance & Treasurer
Bankers Trust (Delaware), not in its
individual capacity but solely as Trustee
By: /s/ Illegible
Name: Illegible
Title: AVP
By its signature below, each party identified below consents to
the amendments to the Agreement and the Series Supplement made by
paragraph 1 above and to the terms of the Enhancement Supplement
attached as Exhibit B to this Amendment and Consent, and
instructs the Trustee to execute this Amendment and Consent and
the Enhancement Supplement.
Accepted and agreed,
Credit Suisse First Boston Corporation
By: /s/ Michael Raynes
Name: Michael Raynes
Title: Director
By:_______________________________________
Name:__________________________________
Title:___________________________________
Credit Suisse First Boston, New York Branch,
as Facility Agent
By: /s/ Alberto Zonca
Name: Alberto Zonca
Title: Vice President
By: /s/ Matthew J. Monaco
Name: Matthew J. Monaco
Title: Associate
Alpine Securitization Corp., as Class A-1 Purchaser
and Class B Purchaser
By: Credit Suisse First Boston, New York Branch,
its Attorney-in-fact
By: /s/ Margoth Pilla
Name: Margoth Pilla
Title: Vice President
By: /s/ Laura Lee
Name: Laura Lee
Title: Associate
CDC Financial Products, Inc., as Agent and
Class A-2 Purchaser
By: /s/ Rarnine Rouhani By: /s/ Louis Pinto
Name: Rarnine Rouhani Name:Louis Pinto
Title: Managing Director Title: Director
Eiffel Funding, LLC
By: Global Securitization Services, LLC, as Manager
By: /s/ Bernard J. Angelo
Name: Bernard J. Angelo
Title: Vice President
Asset Guaranty Insurance Company
By: /s/ Kim Nance-Meier
Name: Kim Nance-Meier
Title: Vice President
