Exhibit 4.14
FIRST AMENDMENT TO THE AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST 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 August 1, 1998 by and among the Purchaser and
the Originator.
WHEREAS, Granite National Bank, N.A. (the "Bank") has been
formed for the purpose of extending credit to enable Obligors to
pay for merchandise or services purchased at an SRI Store;
WHEREAS, the Bank and SRI have entered into that certain
Receivables Transfer Agreement dated as of the date hereof
whereby the Bank agrees to sell, and SRI agrees to purchase the
Receivables arising under Charge Account Agreements between the
Bank and Obligors.
WHEREAS, pursuant to Section 13.1 of the Pooling and
Servicing Agreement, the parties thereto contemplated the
inclusion of the SRI Credit Card Bank;
WHEREAS, the Originator and the Purchaser desire to
effectuate the establishment of the Granite Accounts with the
Bank, as the SRI Credit Card Bank, and the transfer of the
Receivables thereunder to the Trust, 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. Bank. The definition of the Bank shall read as
follows:
"Bank" means Granite National Bank, N.A., a national
banking association.
3. Eligible Receivable. Clause (h) of the definition of
Eligible Receivable shall be amended and restated to read as
follows:
(h) it arises under a Charge Account Agreement that
has been duly authorized by (i) the applicable Originator or
(ii) the creditor of an account approved by each Rating
Agency as an Automatic Additional Account or Supplemental
Account, and which, together with such Receivable, is in
full force and effect and constitutes the legal, valid and
binding obligation of the Obligor of such Receivable
enforceable against such Obligor in accordance with its
terms and is not subject at the time of transfer to the
Trust to any dispute, offset, counterclaim or defense
whatsoever.
4. Merchant Agreement. The definition of Merchant
Agreement shall read as follows:
"Merchant Agreement" means an agreement between the
Bank and a merchant pursuant to which the merchant agrees to
honor credit cards issued by the Bank to Obligors and the
Bank agrees to make loans to Obligors for the purpose of
purchasing goods and services at stores operated by the
merchant. Without limiting the foregoing, the Retail Credit
Services Agreement dated as of August 1, 1998 between the
Purchaser and the Bank is a Merchant Agreement.
5. SRI Store. The definition of SRI Store shall be
amended and restated to read as follows:
"SRI Store" means any merchant which is a party to a
Merchant Agreement with the Bank.
6. Transferred Account. The definition of Transferred
Account shall be amended and restated to read as follows:
"Transferred Account" shall mean an Account to which a
new credit account number has been issued under
circumstances resulting from a lost or stolen credit card
and not requiring standard application and credit evaluation
procedures under the Credit and Collection Policy, and which
can be traced or identified by reference to or by way of
computer files or microfiche lists delivered to the
Purchaser pursuant to this Agreement or as an account into
which an Account has been transferred.
7. 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.
8. 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.
9. 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 August 1, 1998.
SPECIALTY RETAILERS, INC.,
Originator
By: /s/ Xxxx Xxxx
Its: Treasurer
SRI RECEIVABLES PURCHASE CO., INC.,
Transferor
By: /s/ Xxxxx Xxxxxx
Its: Chief Financial Officer
