August 21, 2003
EXHIBIT 10.3
Execution Version
August 21, 2003
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx
Bank Hapoalim B.M.
1177 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxx, SVP
Fleet National Bank
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxx
Re: Stage Receivable Funding LP
Reference is hereby made to the Series 2001-1-VFC Certificate Purchase Agreement (as amended, modified or supplemented, the "Certificate Purchase Agreement") dated as of August 24, 2001 among Stage Receivable Funding LP, as "Transferor," Specialty Retailers (TX) LP, as "Servicer," Corporate Receivables Corporation, Blue Keel Funding, LLC ("Blue Keel") and the other commercial paper conduits from time to time party thereto as "Conduit Purchasers," Citibank, N.A., Fleet National Bank and the other financial institutions from time to time party thereto as "Committed Purchasers," (such Committed Purchasers, together with the Conduit Purchasers, collectively, the "Purchasers") Citicorp North America, Inc., Fleet Securities, Inc. and the other financial institutions from time to time party thereto as "Managing Agents" and Citicorp North America, Inc., as "Program Agent." Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Certificate Purchase Agreement.
Pursuant to Section 2.08 of the Certificate Purchase Agreement, the Transferor hereby requests that the Committed Purchasers agree to an extension of their Commitments for an Extension Term. Each Committed Purchaser, by execution hereof, hereby agrees to extend its Commitment for the period of such Extension Term, and further agrees that the "Expiration Date" with respect to such Extension Term shall be October 21, 2003.
Each Purchaser, each Managing Agent and the Program Agent hereby waive the requirement of 30 days' notice of Transferor's intent to request an Extension Term contained in Section 2.08 of the Certificate Purchase Agreement.
This letter agreement shall become effective on the first Business Day (the "Effective Date") on which the Program Agent or its counsel has received counterpart signature pages of (i) this letter agreement, executed by each of the parties hereto and (ii) that certain Amendment Letter No. 4 to the Series 2001-1-VFC Supplement executed by each of the parties thereto.
This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.
STAGE RECEIVABLE FUNDING LP, as Transferor
By: Stage Receivable Mgmt LLC,
its general partner
By: \s\ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Manager
Acknowledged and agreed this
21st day of August, 2003
CRC FUNDING LLC,
as Conduit Purchaser
By: Citicorp North America, Inc. as Attorney-in-Fact
By: \s\ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
CITIBANK, N.A.,
as Committed Purchaser
By: \s\ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
BANK HAPOALIM B.M., as Committed Purchaser
By: \s\ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
CITICORP NORTH AMERICA, INC.,
as Managing Agent and Program Agent
By: \s\ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
EAGLEFUNDING CAPITAL CORPORATION, as Conduit Purchaser
By Fleet Securities, Inc. as attorney-in-fact
By: \s\ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Director
FLEET NATIONAL BANK, as
Committed Purchaser
By: Fleet Securities, Inc.
By: \s\ Xxxx X. Xxxxxxxx
as agent for Fleet National Bank
Name: Xxxx X. Xxxxxxxx
Title: Vice President
FLEET SECURITIES, INC.,
as Managing Agent
By: \s\ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
