Amendment and Consent to Second Amended and Restated Pooling and Servicing Agreement among SRI Receivables Purchase Co., Inc., Specialty Retailers, Inc., and Bankers Trust (Delaware)

Summary

This agreement, dated December 9, 1999, is an amendment to a prior Pooling and Servicing Agreement among SRI Receivables Purchase Co., Inc. (Transferor), Specialty Retailers, Inc. (Servicer), and Bankers Trust (Delaware) (Trustee). The amendment updates certain definitions and reporting requirements, and allows for the execution of an insurance agreement. It also confirms that existing fee and indemnification provisions apply to these changes. The amendment is consented to by various financial institutions involved in the transaction.

EX-4.14 5 0005.txt 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