First Amendment to Receivables Transfer Agreement between Specialty Retailers, Inc. and Granite National Bank, N.A.

Summary

This amendment updates the Receivables Transfer Agreement between Specialty Retailers, Inc. and Granite National Bank, N.A. The changes align certain terms with a related Pooling and Servicing Agreement and clarify the definition of "Receivable." The amendment becomes effective only after written confirmation from rating agencies that credit ratings will not be affected. All other terms of the original agreement remain in effect unless specifically changed by this amendment.

EX-4.19 7 0007.txt -1- 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