Second Amendment to Amended and Restated Receivables Purchase Agreement between SRI Receivables Purchase Co., Inc. and Specialty Retailers, Inc.

Summary

This amendment updates the terms of a receivables purchase agreement between SRI Receivables Purchase Co., Inc. and Specialty Retailers, Inc. The changes align the agreement with a related Pooling and Servicing Agreement, revise definitions of key terms, and update the list of originators. The amendment becomes effective once rating agencies confirm that credit ratings will not be affected. All other terms of the original agreement remain in effect. The agreement is governed by New York law.

EX-4.17 6 0006.txt -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/ James A. Marcum_________ Its: Chief Financial Officer By: /s/ Charles M. Sledge_________ Its: Treasurer SRI RECEIVABLES PURCHASE CO., INC., Purchaser By: /s/ James A. Marcum__________ Its: Chief Financial Officer