SRI Receivables Master Trust
Exh. B-33
Purchase Agreement
Exhibit 4.26
EXECUTION COPY
SRI RECEIVABLES MASTER TRUST
CLASS C AND CLASS D CERTIFICATES, SERIES 1999-1
PURCHASE AGREEMENT
November 9, 1999
Credit Suisse First Boston Corporation
Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Section 1. Introductory. SRI Receivables Purchase Co.,
Inc., a Delaware Corporation ("Transferor"), proposes to sell to
you ("Initial Purchaser") the following classes of securities in
the aggregate initial principal amount indicated for each below
(collectively the "Certificates"):
$28,000,000 Class C Floating Rate Asset Backed Certificates,
Series 1999-1; and
$18,375,000 Class D Floating Rate Asset Backed Certificates,
Series 1999-1.
The Certificates will represent beneficial interests in the SRI
Receivables Master Trust (the "Trust").
The property of the Trust consists primarily of Receivables
arising from certain consumer revolving credit card accounts.
The Certificates will be issued pursuant to the Second Amended
and Restated Pooling and Servicing Agreement dated as of
November 1, 1999 (the "P&S"), among Transferor, as Transferor,
Specialty Retailers, Inc. ("SRI") as Servicer, and Bankers Trust
(Delaware), as Trustee (the "Trustee"), and the Series 1999-1
Supplement to the P&S, to be dated as of the Closing Date (the
"Supplement"), among the same parties. The P&S and the Supplement
are referred to herein collectively as the "Pooling and Servicing
Agreement".
Capitalized terms used herein (including in this Section 1)
that are not otherwise defined shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.
The sale of the Certificates to Initial Purchaser will be
made without registration of the Certificates under the
Securities Act of 1933, as amended (the "Securities Act"), in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 4(2) thereof. You have
advised Transferor that you will make an offering of the
Certificates purchased by you hereunder in accordance with
Section 4 on the terms set forth in the Offering Memoranda (as
defined below), as soon as you deem advisable after this
Agreement has been executed and delivered.
In connection with the sale of the Certificates, Transferor
has prepared a first Preliminary Offering Memorandum, dated
September 14, 1999 (the "Preliminary Memorandum"), and, pursuant
to Section 5(a) hereof, the Transferor will prepare a second
Preliminary Offering Memorandum on the terms set forth therein
(the "Second Preliminary Memorandum") and a final Offering
Memorandum on the terms set forth therein (the "Final
Memorandum", and together with the Preliminary Memorandum and the
Second Preliminary Memorandum, the "Offering Memoranda"). The
Offering Memoranda set forth certain information concerning
Transferor, its affiliates and the Certificates. Transferor
hereby confirms that it has authorized the use of the Offering
Memoranda in connection with the offering and resale by Initial
Purchaser of the Certificates. Any references herein to the
Offering Memoranda shall be deemed to include all exhibits
thereto.
Section 2. Representations and Warranties of Transferor.
(a) Transferor represents and warrants to, and agrees with,
Initial Purchaser as set forth in this Section 2.
(i) The Preliminary Memorandum as of its date did not,
and the Second Preliminary Memorandum and the Final
Memorandum as of their respective dates will not (in each
case, as amended or supplemented as of such dates) contain
any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in
the light of the circumstances under which they were made,
not misleading. This representation and warranty does not
apply to statements in or omissions from the Offering
Memoranda made in reliance on and in conformity with written
information furnished to Transferor by Initial Purchaser
expressly for use in connection with the preparation of the
Offering Memoranda (and any amendment or supplement thereof
or thereto). Transferor acknowledges and agrees that the
only information so furnished by the Initial Purchaser is
the first sentence of the last paragraph of the cover page
of the respective Offering Memoranda (the "Initial Purchaser
Information").
(ii) Neither Transferor nor any affiliate (as
defined in Rule 501(b) of Regulation D under the Securities
Act ("Regulation D")) of Transferor has directly, or through
any agent, engaged in any form of general solicitation or
general advertising (within the meaning of Regulation D) in
connection with the offering of the Certificates.
(iii) The Certificates satisfy the requirements set
forth in Rule 144A(d)(3) under the Securities Act.
(iv) Transferor is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware, and has all requisite power, authority
and legal right to own its properties and conduct its
business as described in the Offering Memoranda and to
execute, deliver and perform this Agreement, the Pooling and
Servicing Agreement, and the Receivables Purchase Agreement
(collectively the "Specified Agreements"), to authorize the
issuance of the Certificates and to consummate the
transactions contemplated hereby.
(v) Transferor is duly qualified to do business and is
in good standing (or is exempt from such requirement) in any
state required in order to conduct its business, and has
obtained all necessary licenses and approvals with respect
to Transferor required under applicable law.
(vi) The execution, delivery and performance by
Transferor of the Specified Agreements, the issuance of the
Certificates and the consummation of the transactions
contemplated hereby and thereby have been duly and validly
authorized by all necessary action or proceedings.
(vii) This Agreement has been duly executed and
delivered by Transferor.
(viii) The execution, delivery and performance by
Transferor of the Specified Agreements, the issuance of the
Certificates and the fulfillment of the terms hereof and
thereof will not conflict with, result in any breach of any
of the terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under, or
(other than the Lien of the Pooling and Servicing Agreement)
result in the creation or imposition of any Lien under any
material indenture, contract, agreement, mortgage, deed of
trust or other instrument to which Transferor is a party or
by which it or any of its properties are bound.
(ix) The execution, delivery and performance by
Transferor of the Specified Agreements, the issuance of the
Certificates and the fulfillment of the terms hereof and
thereof, will not conflict with or violate any Requirements
of Law applicable to Transferor.
(x) Except as disclosed in the Offering Memoranda,
there are no proceedings or investigations pending or, to
the best knowledge of Transferor, threatened against
Transferor before any court, regulatory body, administrative
agency, arbitrator or other tribunal or governmental
instrumentality (A) asserting the invalidity of any
Specified Agreement or the Certificates, (B) seeking to
prevent the issuance of the Certificates or the consummation
of any of the transactions contemplated by the Specified
Agreements, (C) seeking any determination or ruling that, in
the reasonable judgment of Transferor, would materially and
adversely affect the performance by Transferor of its
obligations under any Specified Agreement, (D) seeking any
determination or ruling that would materially and adversely
affect the validity or enforceability of any Specified
Agreements or the Certificates, or (E) seeking to affect
adversely the income tax attributes of the Trust, as
described in the Offering Memoranda under the heading "U.S.
Federal Income Tax Matters".
(xi) All approvals, authorizations, consents,
orders and other actions of any Person or of any
governmental body or official required in connection with
the execution and delivery of the Specified Agreements, the
issuance of the Certificates and the performance of the
transactions contemplated hereby and thereby and the
fulfillment of the terms hereof and thereof, have been
obtained.
(xii) Transferor has delivered to Initial Purchaser
true, complete and correct copies of the January 30, 1998
and January 31, 1999 audited consolidated financial
statements of Stage Stores, Inc. ("Stage"). Except as
otherwise set forth therein, since the date of the latest
such financial statements (A) there has been no material
adverse change in the condition (financial or otherwise) of
Transferor or Stage and (B) there have been no transactions
entered into by either of Transferor or Stage, other than
those in the ordinary course of its business, that are
material with respect to Transferor or Stage, as applicable,
other than changes in condition or transactions entered
into, if any, disclosed in Transferor's or Stage's filings,
as applicable, with the SEC pursuant to the Securities
Exchange Act of 1934, as amended, or disclosed in a writing
addressed to the Initial Purchaser.
(xiii) Any taxes, fees and other governmental charges
in connection with the execution, delivery and performance
of the Specified Agreements and the Certificates have been
paid by Transferor or will be paid by Transferor at or prior
to the Closing Date to the extent then due.
(xiv) The Certificates have been duly and validly
authorized. The Certificates, when validly authenticated,
issued and delivered in accordance with the Pooling and
Servicing Agreement and sold to Initial Purchaser as
provided herein will be duly and validly issued and
outstanding and entitled to the benefits of the Pooling and
Servicing Agreement, and, together with the Pooling and
Servicing Agreement, will conform in all material respects
to the descriptions thereof and the statements in relation
thereto contained in the Offering Memoranda.
(xv) Assuming the due authorization, execution and
delivery thereof by the other parties thereto, the P&S and
the Receivables Purchase Agreement constitute, and the
Supplement when executed and delivered, and the Certificates
when validly authenticated, issued and delivered in
accordance with the Pooling and Servicing Agreement and sold
to Initial Purchaser as provided herein will constitute, the
legal, valid and binding agreement of Transferor enforceable
in accordance with their respective terms, except as the
enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws
affecting enforcement of creditors' rights generally and by
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
(xvi) On the Closing Date, Initial Purchaser will
obtain from Transferor good and marketable title to the
Certificates, free and clear of all Liens (other than any
Liens created by Initial Purchaser) when validly
authenticated, issued and delivered in accordance with the
Pooling and Servicing Agreement and sold to Initial
Purchaser as provided herein.
(xvii) Neither the Transferor nor the Trust is and,
after giving effect to the offering and sale of the
Certificates and the application of the proceeds thereof as
described in the Offering Memoranda, will not be either (A)
an open-end investment company, unit investment trust or
face-amount certificate company that is or is required to be
registered under Section 8 of the United States Investment
Company Act of 1940 (the "Investment Company Act") or (B) an
"investment company" or "controlled" by an "investment
company" as such terms are defined in the Investment Company
Act.
(xviii) As of the Closing Date each of the
representations and warranties of Transferor deemed made
pursuant to the Pooling and Servicing Agreement will be true
and correct, and Initial Purchaser may rely on such
representations and warranties as if they were set forth
herein in full.
(b) Any Officer's Certificate signed by any officer of
Transferor and delivered to Initial Purchaser or its counsel
shall be deemed a representation and warranty of Transferor to
Initial Purchaser as to the matters covered thereby.
Section 3. Purchase and Sale. On the basis of the
representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, Transferor
agrees to sell to Initial Purchaser, and Initial Purchaser agrees
to purchase the Certificates, at a purchase price, for each Class
of Certificates, equal to the percentage specified below of the
aggregate initial principal amount thereof:
Class C 100% (par)
Class D 100% (par)
The Certificates will be issued in uncertificated form and
will be evidenced and transferred only by entries on a register
maintained by the Trustee. Transferor shall cause the Trustee to
deliver confirmations evidencing the registration of Initial
Purchaser, its nominee or its designees as owner of the entire
initial principal balance of the Class C and Class D
Certificates, against payment by Initial Purchaser of the
purchase price therefor to or upon the order of Transferor in
immediately available funds at the office of ▇▇▇▇▇, ▇▇▇▇▇ &
▇▇▇▇▇, New York, New York at or about 2:00 p.m., New York City
time, on November 9, 1999 (the "Closing Date"). Forms of these
confirmations will be made available for checking at the above
office of ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ at least 24 hours prior to the
Closing Date.
Section 4. Offering by Initial Purchaser; Restrictions on
Transfer. Initial Purchaser represents and warrants to, and
agrees with, Transferor that: (i) it has not solicited and will
not solicit any offer to buy or offer to sell the Certificates by
means of any form of general solicitation or general advertising
(within the meaning of Regulation D) or in any manner involving a
public offering within the meaning of Section 4(2) of the
Securities Act; (ii) it has solicited and will solicit offers to
buy the Certificates only from, and has offered and will offer,
sell or deliver the Certificates only to persons who it
reasonably believes after due inquiry to be qualified
institutional buyers (as defined in Rule 144A under the
Securities Act) or, if any such person is buying for one or more
institutional accounts for which such person is acting as
fiduciary or agent, only when such person has represented to
Initial Purchaser that each such account is a qualified
institutional buyer, to whom notice has been given that such sale
or delivery is being made in reliance on Rule 144A, and, in each
case, in transactions under Rule 144A and who provide to Initial
Purchaser a letter in the form of Appendix 2; (iii) in connection
with the offer and sale contemplated by this Agreement, it will
deliver to each purchaser of Certificates a copy of the Final
Memorandum and any supplements and amendments thereof or thereto;
(iv) it is an "accredited investor" (as defined in Rule 501 of
Regulation D); (v) it will not offer or sell any of the
Certificates in any jurisdiction except under circumstances that
will result in compliance with the applicable laws thereof, and
it understands that no action has been taken to permit a public
offering in any jurisdiction where action would be required for
such purpose; and (vi) it will not sell Certificates to any
purchaser for less than the applicable minimum face amount
specified in the Offering Memoranda.
Section 5. Certain Agreements of Transferor. Transferor
covenants and agrees with Initial Purchaser that:
(a) Both before and after the Closing Date, the Transferor
shall use its best efforts to (i) procure at its expense the
issuance of an insurance policy by a financial entity rated at or
above "A" or its equivalent by each of DCR and Fitch, and
otherwise acceptable to the Initial Purchaser, to fully support
the timely payment of interest and the ultimate payment of
principal with respect to the Class D Certificates and (ii)
facilitate the offer and resale of the Certificates by the
Initial Purchaser, in each case, on terms satisfactory to the
Initial Purchaser; provided, however, that notwithstanding
anything herein to the contrary, the Transferor shall be under no
obligation to take any action pursuant to this Section 5(a) if
such action would cause the economics related to the Class D
Certificates, in the aggregate and after taking into account the
issuance of the Policy, to have changed adversely with respect to
the Transferor. The Transferor shall also cooperate fully with
the Initial Purchaser in the preparing, printing, reproducing and
the distribution of (A) the Second Preliminary Memorandum, which
shall include financial information updated from the date of the
Preliminary Offering Memorandum with respect to the Transferor,
its affiliates, the Certificates and the Receivables, in each
case, in form and substance satisfactory to the Initial Purchaser
and which shall reflect any changes in the disclosure since the
date of the Preliminary Memorandum with respect to or
necessitated by: (x) modifications to the Specified Agreements,
(y) the insuring of the Certificates as set forth above or (z)
such other matters as determined by the Initial Purchaser, and
(B) the Final Memorandum, in each case, at the time and in the
form requested by the Initial Purchaser. In connection with
distribution of the Final Memorandum, the Transferor shall cause
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ (or such other nationally recognized counsel
acceptable to the Initial Purchaser) to issue a favorable opinion
on the date of the Final Memorandum as to certain securities
disclosure matters regarding the Second Preliminary Memorandum
and the Final Offering Memorandum in form and substance
satisfactory to the Initial Purchaser.
(b) Transferor will furnish to Initial Purchaser, without
charge, during the period mentioned in Section 5(d), as many
copies of the Offering Memoranda and any supplements and
amendments thereof or thereto as Initial Purchaser may reasonably
request.
(c) Before amending or supplementing the Offering Memoranda
with respect to the Certificates, Transferor will furnish a copy
thereof to Initial Purchaser and its counsel and consult with
them with respect to any comments they may have on each such
proposed amendment or supplement thereto.
(d) If, at any time during the period commencing on the
Closing Date and ending on the completion of the initial sale of
the Certificates by Initial Purchaser, any event occurs as a
result of which the Offering Memoranda as then amended or
supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary to make the
statements therein in light of the circumstances under which they
were made not misleading, or if it shall be necessary at any time
to amend or supplement the Offering Memoranda to comply with
applicable law, Transferor promptly will prepare and provide, at
its own expense, to Initial Purchaser pursuant to Section 5(b) an
amendment or supplement which will correct such statement or
omission or effect such compliance. Neither the consent of
Initial Purchaser to, nor the delivery by Initial Purchaser of,
any such amendment or supplement shall constitute a waiver of any
of the conditions set forth in Section 6 hereof. Initial
Purchaser shall notify Transferor in writing of the date of the
completion of the initial sale of the Certificates by Initial
Purchaser.
(e) Transferor will arrange for the qualification of the
Certificates for sale under the laws of such jurisdictions in the
United States as Initial Purchaser may reasonably designate and
will continue such qualifications in effect so long as required
for the distribution of the Certificates, provided that
Transferor shall not be obligated to qualify to do business nor
become subject to service of process generally, but only to the
extent required for such qualification, in any jurisdiction in
which it is not currently so qualified, and will arrange for the
determination of the legality of the Certificates for purchase by
institutional investors.
(f) Neither Transferor nor any affiliate of Transferor will
solicit any offer to buy or offer or sell the Certificates by
means of any form of general solicitation or general advertising
(within the meaning of Regulation D).
(g) Transferor shall, during any period in which a
purchaser of the Certificates is subject to the resale
restrictions set forth in "Investor Representations and
Restrictions on Resale" in Appendix 1 and in which Transferor is
not subject to Section 13 or 15(d) of the Exchange Act, make
available, upon request, to any holder of such Certificates in
connection with any sale thereof and any prospective purchaser of
Certificates from such holder the information ("Rule 144A
Information") specified in Rule 144A(d)(4) under the Securities
Act.
(h) Neither Transferor nor any affiliate of Transferor will
sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in the
Securities Act) the offering of which security will be integrated
with the sale of the Certificates in a manner which would require
the registration of the Certificates under the Securities Act.
(i) Transferor shall include in each Offering Memoranda
information substantially in the form set forth in Appendix 1
hereto.
(j) So long as any of the Certificates are outstanding,
Transferor will deliver or cause to be delivered to Initial
Purchaser (i) copies of each report mailed to the Trustee or the
Series 1999-1 Holders, as soon as such report is mailed to the
Trustee or such Holders, (ii) the annual statement as to
compliance and the annual statement of a firm of independent
public accountants furnished to the Trustee pursuant to Sections
3.5 and 3.6 of the Pooling and Servicing Agreement, as soon as
such statements are furnished to the Trustee, (iii) copies of all
documents required to be filed with the Commission pursuant to
the Exchange Act or any order of the Commission thereunder, and
(iv) such other information concerning Transferor, the
Certificates or the Trust as Initial Purchaser may reasonably
request from time to time.
(k) Transferor will pay all expenses incident to the
performance of its obligations under this Agreement, including
without limitation, (i) expenses of preparing, printing,
reproducing and distributing each Offering Memorandum and each
amendment thereto, the Pooling and Servicing Agreement, and the
Certificates, (ii) the fees and disbursements of the Trustee and
its counsel, (iii) the fees and disbursements of the independent
public accountants of Transferor and, to the extent previously
agreed, fees and disbursements of counsel to Transferor, (iv) the
fees charged by each Rating Agency in connection with the rating
of the Certificates, (v) the fees and expenses of ▇▇▇▇▇, ▇▇▇▇▇ &
▇▇▇▇▇, counsel to Initial Purchaser and (vi) expenses incurred in
distributing each Offering Memoranda (including any amendments
and supplements thereto) to Initial Purchaser, and will reimburse
Initial Purchaser for any expenses (including reasonable fees and
disbursements of counsel) incurred by Initial Purchaser pursuant
to Section 5(e) hereof in connection with the qualification of
the Certificates for sale and determination of their eligibility
for investment under the laws of such jurisdictions in the United
States as Initial Purchaser may designate.
(l) On or before the Closing Date, Transferor shall cause
its books and records (including any computer records) to be
marked relating to the Receivables to be transferred to the
Trust, to show the transfer to the Trust of such Receivables, and
from and after the Closing Date Transferor shall not take any
action inconsistent with the transfer to the Trust of such
Receivables, other than as permitted by the Pooling and Servicing
Agreement.
(m) Until the earlier of (i) 90 days from the date hereof
and (ii) fifteen (15) days after the Initial Purchaser has sold
all of the Certificates to other purchasers, none of Transferor
or any of its affiliates or any trust formed by it or any of its
affiliates will, without the prior written consent of Initial
Purchaser, directly or indirectly, offer, sell or contract to
sell or announce the offering of, in a public or private
transaction, any other collateralized securities similar to the
Certificates representing interests in consumer credit card
receivables other than any additional sale of the Trust's series
1997-1 Certificates to the entities that currently hold such
certificates or any other sale of such Certificates arranged by
the Initial Purchasers.
(n) So long as any Certificates are outstanding, Transferor
will cause to be delivered to Initial Purchaser a reliance letter
relating to each Opinion of Counsel delivered to the Trustee or
any Rating Agency by counsel to Transferor pursuant to the
Pooling and Servicing Agreement at the time such opinion is
delivered.
(o) To the extent, if any, that the rating provided with
respect to the Certificates by any Rating Agency is conditional
upon the furnishing of documents or the taking of any other
actions by Transferor, Transferor shall use its best efforts to
furnish such documents and take any such other actions as may be
required.
(p) During the period of three years after the Closing Date
Transferor will not and will not permit any of its affiliates (as
defined in Rule 144 of the Securities Act) to resell any of the
Certificates that have been acquired by any of them.
Section 6. Conditions of the Obligations of Initial
Purchaser. The obligation of Initial Purchaser to purchase and
pay for the Certificates will be subject to the accuracy of the
representations and warranties on the part of Transferor herein
as of the date hereof and the Closing Date, to the accuracy of
the statements of the officers of Transferor made pursuant to the
provisions hereof, to the performance by Transferor of its
obligations hereunder and to the following additional conditions
precedent:
(a) (i) On the date of this Agreement, Initial Purchaser
and Transferor shall have received a letter, dated the date of
delivery thereof, of PriceWaterhouseCoopers, LLP, substantially
in the form of the draft to which Initial Purchaser have
previously agreed and otherwise in form and substance
satisfactory to Initial Purchaser and counsel for Initial
Purchaser, and (ii) on the date of the Final Offering Memorandum,
Initial Purchaser and Transferor shall have received a letter,
dated as of such date, from PriceWaterhouseCoopers, LLP updating
the letter referred to in clause (i) above, in form and substance
satisfactory to Initial Purchaser and counsel for Initial
Purchaser.
(b) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any
development involving a prospective change, in or affecting
particularly the business or properties of Transferor which, in
the judgment of Initial Purchaser materially impairs the
investment quality of the Certificates; (ii) any downgrading in
the rating of any debt securities of Stage or any of its direct
or indirect subsidiaries or any Certificates issued by the Trust
by any "nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Securities
Act), or any public announcement that any such organization has
under surveillance or review its rating of any such securities
(other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading,
of such rating); (iii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange or any
setting of minimum prices for trading on such exchange, or any
suspension of trading of any securities of Transferor on any
exchange or in the over-the-counter market; (iv) any banking
moratorium declared by Federal, New York, Ohio or Texas
authorities; or (v) any outbreak or escalation of major
hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the judgment of
Initial Purchaser, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the sale of and payment
for the Certificates.
(c) Initial Purchaser shall have received:
(1) the favorable opinion or opinions of ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇, counsel for Transferor and SRI, in form and substance
satisfactory to the Initial Purchaser and counsel to the
Initial Purchaser, dated the Closing Date, addressed to the
Initial Purchaser and substantially in the form or forms
attached hereto as Exhibit A.
(2) the favorable opinion of ▇▇▇▇▇ & Westheimer, P.C.,
special Texas Counsel to Transferor and SRI, in form and
substance satisfactory to the Initial Purchaser and counsel
to the Initial Purchaser, dated the Closing Date, addressed
to the Initial Purchaser and substantially in the form
attached hereto as Exhibit B.
(3) the favorable opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇,
LLP, special Ohio counsel to SRI, in form and substance
satisfactory to the Initial Purchaser and counsel to the
Initial Purchaser, dated the Closing Date, addressed to the
Initial Purchaser and substantially in the form attached
hereto as Exhibit C.
(4) the favorable opinion of Counsel to the Trustee,
in form and substance satisfactory to the Initial Purchaser
and counsel to the Initial Purchaser, dated the Closing Date
and addressed to the Initial Purchaser, to the effect that:
(i) the Trustee has been duly incorporated and is
validly existing and in good standing as a banking
corporation under the laws of the state of Delaware;
(ii) the execution, delivery and performance by the
Trustee of the Pooling and Servicing Agreement and the
issuance of the Certificates by the Trustee have been duly
authorized by all necessary corporate action on the part of
the Trustee, and under present laws do not and will not
contravene any law or governmental regulation or order
presently binding on the Trustee or the charter or the by-
laws of the Trustee or contravene any provision of or
constitute a default under any indenture, contract or other
instrument to which the Trustee is a party or by which the
Trustee is bound;
(iii) the execution, delivery and performance by
the Trustee of the Pooling and Servicing Agreement and the
issuance of the Certificates by the Trustee do not require
the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in
respect of any Federal, state or other governmental agency
or authority which has not previously been effected;
(iv) the Pooling and Servicing Agreement has been duly
authorized, executed and delivered by the Trustee;
(v) each of the Certificates has been duly
authenticated and delivered by the Trustee and each of the
Certificates and the Pooling and Servicing Agreement
constitute legal, valid and binding agreements of the
Trustee, enforceable against the Trustee in accordance with
its terms (subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally);
(vi) no approval, authorization or other action by, or
filing with, any governmental authority of the United States
of America or the State of Delaware having jurisdiction over
the banking or trust powers of the Trustee is required in
connection with its execution and delivery of the Pooling
and Servicing Agreement or the performance by the Trustee of
the terms of the Pooling and Servicing Agreement.
In rendering such opinion counsel may rely as to matters of
fact, to the extent deemed proper and as stated therein, on
certificates of responsible officers of the Trust, Transferor and
public officials.
(5) Reliance letters relating to each opinion rendered
to the Trustee or any Rating Agency by any counsel to
Transferor in connection with the rating of the
Certificates.
(d) Initial Purchaser shall have received a certificate
dated the Closing Date of the President, any Vice President, the
Treasurer or any Assistant Treasurer, of Transferor in which such
officer shall state that (i) the representations and warranties
of Transferor in this Agreement are true and correct, and that
Transferor has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date and (ii) subsequent to the date of
the most recent financial statements of Transferor delivered to
Initial Purchaser hereunder, there has been no material adverse
change in the condition, financial or otherwise, whether or not
arising from transactions in the ordinary course of business, of
Transferor except as set forth in or contemplated by the Offering
Memoranda.
(e) The Class C Certificates shall be rated "Baa2" by
▇▇▇▇▇'▇ and "BBB" by Fitch. The Class D Certificates shall be
rated "BBB-" by Fitch and "BBB-" by DCR.
(f) Subsequent to the respective dates as of which
information is given in the Offering Memoranda, there shall not
have been any change, or any development involving a prospective
change, in or affecting the business or properties of the Trust
or Transferor the effect of which, in any case referred to above,
is, in the judgment of Initial Purchaser, so material and adverse
as to make it impractical or inadvisable to proceed with the
offering or the delivery of the Certificates as contemplated by
the Offering Memoranda (and any supplements thereto).
Section 7. Indemnification and Contribution. (a) Transferor
and Stage each will jointly and severally indemnify and hold
harmless Initial Purchaser and each Person who controls Initial
Purchaser within the meaning of the Securities Act against any
losses, claims, damages or liabilities, joint or several, to
which Initial Purchaser may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of
any material fact contained in the Offering Memoranda or any
amendment or supplement thereto, or any related preliminary
memorandum, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and will reimburse Initial Purchaser and each Person
who controls Initial Purchaser within the meaning of the
Securities Act for any actual legal or other expenses reasonably
incurred by Initial Purchaser in connection with investigating or
defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that neither
Transferor nor Stage each will be liable in any such case to the
extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with the Initial
Purchaser Information.
(b) Initial Purchaser agrees to indemnify and hold harmless
Transferor and Stage against any losses, claims, damages or
liabilities to which Transferor or Stage may become subject,
under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Offering
Memoranda (including Exhibit B thereto) or any amendment or
supplement thereto, or any related preliminary memorandum, or
arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with the
Initial Purchaser Information, and will reimburse any actual
legal or other expenses reasonably incurred by Transferor or by
Stage in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action or the
assertion by a third party of a claim, such indemnified party
will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party except and
to the extent of any prejudice to such indemnifying party arising
from such failure to provide such notice. In case any such action
is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying
party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to
such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement
of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party unless
such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the
subject matter of any action, and (ii) does not include a
statement as to, or an admission of, fault, culpability, or a
failure to act on behalf of an indemnified party.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative
benefits received by Transferor or by Stage on the one hand and
Initial Purchaser on the other from the offering of the
Certificates or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of Transferor
or of Stage on the one hand and Initial Purchaser on the other in
connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received
by Transferor or by Stage on the one hand and Initial Purchaser
on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Certificates (before
deducting expenses) received by Transferor and by Stage bear to
the total discounts and commissions received by Initial
Purchaser. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by
Transferor, Stage or Initial Purchaser and the parties' relative
intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim
which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), Initial Purchaser shall not be
required to contribute any amount in excess of the discount
applicable to the Certificates purchased by Initial Purchaser
hereunder. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.
(e) The obligations of Transferor and of Stage under this
Section shall be in addition to any liability that Transferor and
Stage, respectively, may otherwise have and shall extend, upon
the same terms and conditions, to each Person, if any, who
controls Initial Purchaser within the meaning of the Securities
Act; and the obligations of Initial Purchaser under this
Section shall be in addition to any liability that Initial
Purchaser may otherwise have and shall extend, upon the same
terms and conditions, to each director of Transferor and of
Stage, to each officer of Transferor and of Stage and to each
Person, if any, who controls Transferor or Stage within the
meaning of the Securities Act.
Section 8. Survival of Certain Representations and
Obligations. The respective indemnities, agreements,
representations, warranties and other statements of Transferor or
its officers and of Initial Purchaser set forth in or made
pursuant to this Agreement will remain in full force and effect,
regardless of any investigation or statement as to the results
thereof, made by or on behalf of Initial Purchaser, Transferor or
any of their respective representatives, officers or directors or
any controlling Person, and will survive delivery of and payment
for the Certificates. If for any reason the purchase of the
Certificates by Initial Purchaser is not consummated, Transferor
shall remain responsible for the expenses to be paid or
reimbursed by Transferor pursuant to Section 5(j) hereof and the
respective obligations of Transferor and Initial Purchaser
pursuant to Section 7 hereof shall remain in effect. If the
purchase of the Certificates by Initial Purchaser is not
consummated for any reason other than solely because of the
occurrence of any event specified in clause (iii), (iv) or (v) of
Section 6(b) hereof or as a result of any failure by Initial
Purchaser to perform its obligations hereunder, Transferor will
reimburse Initial Purchaser for all actual out-of-pocket expenses
reasonably incurred by Initial Purchaser in connection with the
offering of the Certificates.
Section 9. Notices. All communications hereunder will be in
writing and, if sent to Initial Purchaser, will be mailed,
delivered or telegraphed and confirmed to Credit Suisse First
Boston Corporation, Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: Investment Banking Department - Transactions
Advisory Group; or if sent to Transferor will be mailed,
delivered or telegraphed and confirmed to it at ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: President.
Section 10. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling Persons referred to in Section 7 hereof, and no other
Person will have any right or obligation hereunder.
Section 11. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together
constitute one and the same Agreement.
Section 12. Applicable Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS.
Section 13. Miscellaneous. Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
[Signature Page Follows]
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us one of the
counterparts duplicate hereof, whereupon it will become a binding
agreement among Transferor, Stage and Initial Purchaser in
accordance with its terms.
Very truly yours,
SRI RECEIVABLES PURCHASE CO., INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
STAGE STORES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice Chairman, CFO
The foregoing Purchase Agreement
is hereby confirmed and accepted,
as of the date first above written:
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
APPENDIX 1
Offers and Sales by Initial Purchaser
INVESTOR REPRESENTATIONS AND RESTRICTIONS ON RESALE
Each investor in the Offered Certificates in making its
purchase will be deemed to have acknowledged, represented and
agreed as follows:
(1) The Offered Certificates have not been and will not be
registered under the Securities Act or the securities laws of any
jurisdiction. Consequently, the Offered Certificates are not
transferable other than pursuant to an exemption from the
registration requirements of the Securities Act and satisfaction
of certain other provisions of the Pooling and Servicing
Agreement.
(2) Such purchaser is (i) a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act ("QIB")
and is purchasing for its own account (and not for the account of
others) or as a fiduciary or agent for others (which others also
are QIBs) or (ii) is otherwise purchasing Offered Certificates in
the United States in compliance with Rule 144 if available (in
which case such purchaser has delivered an opinion of counsel in
form satisfactory to Transferor and the Trustee) or (iii) is
Transferor. Such purchaser is aware that it (or any account for
which it is purchasing) may be required to bear the economic risk
of an investment in the Offered Certificates, as the case may be,
for an indefinite period, and it (or such account) is able to
bear such risk for an indefinite period.
(3) No sale, pledge or other transfer of any Offered
Certificate may be made by any person unless either (i) such
sale, pledge or other transfer is made to Transferor, (ii) so
long as such Offered Certificates are eligible for resale
pursuant to Rule 144A under the Securities Act, such sale, pledge
or other transfer is made to a person whom the seller reasonably
believes after due inquiry is a QIB acting for its own account
(and not for the account of others) or as a fiduciary or agent
for others (which others also are QIBs) to whom notice is given
that the sale, pledge or transfer is being made in reliance on
Rule 144A or (iii) such sale, pledge or other transfer is made in
the United States in compliance with Rule 144 if available (in
which case such purchaser has delivered an opinion of counsel in
form satisfactory to Transferor and the Trustee) of the
Securities Act.
(4) Either (A) such purchaser is not (i) an "employee
benefit plan" (as defined in section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"))
that is subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code or (iii) any
entity whose underlying assets include plan assets by reason of a
plan's investment in the entity (each, a "Benefit Plan") or (B)
such purchaser is an insurance company general account that, at
the time of acquisition and throughout the period it holds the
Offered Certificates, (i) is eligible for and meets the
requirements of Department of Labor Prohibited Transaction Class
Exemption 95-60, (ii) holds assets of which less than 25% are
assets (or represent assets) of a "plan" (as defined in ERISA)
and (iii) is not a servicer to the Trust or an affiliate of such
servicer, and would not otherwise be excluded under 29 CFR
2510.3-101(f)(1).
(5) Assignments of Offered Certificates will require the
consent of Transferor. Although that consent may not be
unreasonably withheld, Transferor may disapprove an assignment to
an assignee that is a competitor in the apparel retail business
or if, among other things, Transferor determines that the
assignment would create or increase a risk that the Trust would
be classified for Federal or any applicable state tax purposes as
an association or publicly traded partnership taxable as a
corporation. Also, the total number of holders of the Offered
Certificates will be limited to not more than 20, and the total
number of holders of the Offered Certificates, together with
other interests in the Trust as to which no opinion has been
delivered that such interests would be treated as debt for
Federal income tax purposes, will be limited to 80.
(6) The Offered Certificates will be issued in
uncertificated form and will be evidenced and transferred only by
entries on a register maintained by the Trustee. Confirmations of
issuance and transfer of the Offered Certificates will bear a
legend to the following effect unless Transferor determines
otherwise consistent with applicable law:
THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS
OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES
LAWS. BY ITS ACCEPTANCE OF THESE SECURITIES THE HOLDER OF
THESE SECURITIES IS DEEMED TO REPRESENT TO THE TRANSFEROR
AND THE TRUSTEE THAT IT IS (I) A "QUALIFIED INSTITUTIONAL
BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT (A "QIB") AND IS ACQUIRING SUCH SECURITIES FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS)
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (II) IS OTHERWISE ACQUIRING THESE
SECURITIES IN THE UNITED STATES IN COMPLIANCE WITH RULE 144
IF AVAILABLE (IN WHICH CASE THE PURCHASER HAS DELIVERED AN
OPINION OF COUNSEL IN FORM SATISFACTORY TO THE TRANSFEROR
AND THE TRUSTEE) OF THE SECURITIES ACT OR (III) IS THE
TRANSFEROR.
NO SALE, PLEDGE OR OTHER TRANSFER OF THESE SECURITIES MAY BE
MADE BY ANY PERSON UNLESS EITHER (I) SUCH SALE, PLEDGE OR
OTHER TRANSFER IS MADE TO THE TRANSFEROR, (II) SO LONG AS
THESE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER
TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY
BELIEVES AFTER DUE INQUIRY IS A QIB ACTING FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS)
TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A OR (III) SUCH SALE,
PLEDGE OR OTHER TRANSFER IS MADE IN THE UNITED STATES IN
COMPLIANCE WITH RULE 144 IF AVAILABLE (IN WHICH CASE THE
PURCHASER HAS DELIVERED AN OPINION OF COUNSEL IN FORM
SATISFACTORY TO THE TRANSFEROR AND THE TRUSTEE) OF THE
SECURITIES ACT.
NO SALE, PLEDGE OR OTHER TRANSFER OF THESE SECURITIES MAY BE
MADE WITHOUT THE CONSENT OF THE TRANSFEROR (NOT TO BE
UNREASONABLY WITHHELD) AND DELIVERY OF THE DOCUMENTATION
REQUIRED BY THE POOLING AND SERVICING AGREEMENT AND THE
SERIES 1999-1 SUPPLEMENT THERETO. THESE SECURITIES WILL NOT
BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON
PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT
AND REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN
THE POOLING AND SERVICING AGREEMENT AND THE SERIES 1999-1
SUPPLEMENT HAVE BEEN COMPLIED WITH.
BY ACCEPTING AND HOLDING THESE SECURITIES, EACH PURCHASER OR
HOLDER OF THESE SECURITIES REPRESENTS THAT EITHER (A) IT IS
NOT (I) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED, ("ERISA")), THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION
4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY OR (B) IT IS AN INSURANCE COMPANY GENERAL ACCOUNT
THAT REPRESENTS AND WARRANTS THAT AT THE TIME OF ACQUISITION
AND THROUGHOUT THE PERIOD IT HOLDS THE SECURITIES (I) IT IS
ELIGIBLE FOR AND MEETS THE REQUIREMENTS OF THE DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
LESS THAN 25% OF THE ASSETS IN SUCH ACCOUNT ARE ASSETS (OR
REPRESENT ASSETS) OF A PLAN AND (III) IT IS NOT A SERVICER
TO THE TRUST OR AN AFFILIATE OF SUCH A SERVICER, AND WOULD
NOT OTHERWISE BE EXCLUDED UNDER 29 CFR 2510-101(f)(1).
THESE SECURITIES MAY NOT BE ACQUIRED, SOLD, TRADED OR
TRANSFERRED, NOR MAY AN INTEREST IN THESE SECURITIES BE
MARKETED, ON OR THROUGH (I) AN "ESTABLISHED SECURITIES
MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE
AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
THEREUNDER, INCLUDING AN OVER-THE-COUNTER MARKET OR AN
INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES
FIRM BUY OR SELL QUOTATIONS OR (II) A "SECONDARY MARKET" (OR
THE SUBSTANTIAL EQUIVALENT THEREOF) WITHIN THE MEANING OF
SECTION 7704(b) (2) OF THE CODE AND ANY TREASURY REGULATION
THEREUNDER, INCLUDING A MARKET WHEREIN INTERESTS IN THESE
SECURITIES ARE REGULARLY QUOTED BY ANY PERSON MAKING A
MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON
REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT
TO INTERESTS IN THESE SECURITIES AND STANDS READY TO EFFECT
BUY OR SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR
ON BEHALF OF OTHERS.
(7) If such investor is acquiring any Offered Certificates
as a fiduciary or agent for one or more accounts, such investor
represents that it has sole investment discretion with respect to
each such account and that it has full power to make the
foregoing acknowledgments, representations and agreements with
respect to each such account as set forth in this Notice to
Investors.
APPENDIX 2
Form of Representation Letter
Bankers Trust Company
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust and Agency Group
SRI Receivables Purchase Co., Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasurer
[date]
Re: SRI RECEIVABLES MASTER TRUST,
Series 1999-1 Purchase of Class Certificates /1
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to the Series 1999-1
Supplement, dated as of November 9, 1999 (the "Series
Supplement"), 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. Capitalized terms used herein without definition
shall have the meanings provided in the Agreement or the Series
Supplement.
The Purchaser hereby represents, warrants and covenants to
the Transferor as follows:
1. The Purchaser understands that the Certificates
referenced in the caption above (the "Purchased Certificates")
(i) have not been and will not be registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any state or
other applicable securities law, and (ii) are being offered only
in a transaction not involving a public offering within the
meaning of the Securities Act and may not be offered, sold or
otherwise transferred unless registered pursuant to, or exempt
from registration under, the Securities Act and any other
applicable securities law.
2. The Purchaser is a "qualified institutional buyer" (as
defined in Rule 144A ("Rule 144A") under the Securities Act),
that it is aware that the offer and sale of the Purchased
Certificates to it are being made in reliance on Rule 144A and
that it is purchasing the Purchased Certificates for its own
account.
3. The Purchaser has been given a reasonable opportunity
to ask questions of and receive answers from Stage, SRI and the
Transferor relating to the terms and conditions of this offering,
the Certificates and other matters as the Purchaser deems
material.
4. The Purchaser will not offer, sell, convey, assign,
hypothecate, pledge, participate or otherwise transfer (each, a
"Transfer") the Purchased Certificates or any interest therein at
any time except (i) to the Transferor or (ii) pursuant to Rule
144A to a person whom the Purchaser reasonably believes is a
qualified institutional buyer within the meaning of Rule 144A
purchasing for its own account, in accordance with Rule 144A,
whom the Purchaser has informed that the Transfer is being made
in reliance on Rule 144A.
5. The Purchaser either (a) is not (i) an employee benefit
plan (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") that is subject
to the provisions of Title I of ERISA, (ii) a plan or other
arrangement (including an individual retirement account or ▇▇▇▇▇
plan) that is subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), or (iii) an entity whose
underlying assets include "plan assets" by reason of any such
plan's investment in the entity and the application of United
States Department of Labor ("DOL") Regulation Section 2510.3-101
or (b) is an insurance company acting on behalf of its general
account and (i) on the date it acquires the Purchased
Certificates, less than 25% of the assets of such general account
(as determined by such insurance company) constitute "plan
assets" for purposes of Title I of ERISA or Section 4975 of the
Code, (ii) if, after the initial acquisition of the Purchased
Certificates, during any calendar quarter 25% or more of the
assets of such general account (as determined by such insurance
company) constitute "plan assets" for purposes of Title I of
ERISA or Section 4975 of the Code and no exemption or exception
from the prohibited transaction rules applies to the continued
holding of the Purchased Certificates under Section 401(c) of
ERISA and final regulations thereunder or an exemption or
regulation issued by the DOL under ERISA, then such insurance
company will dispose of all of the Purchased Certificates then
held in its general account by the end of the next following
calendar quarter and (iii) on the date it acquires the Purchased
Certificates and throughout the period that it holds them it
meets all the requirements of and is eligible for exemptive
relief under Part I of PTCE 95-60.
6. Purchased Certificates or any interest therein may be
Transferred to any Person unless such Person has executed and
delivered the Investment Letter to the Transferor and the Trustee
and the Transferor has granted its prior written consent to such
Transfer.
7. The Purchaser is either (A)(i) a citizen or resident of
the United States, (ii) a corporation, partnership or other
entity created or organized in or under the laws of the United
States or any political subdivision thereof which, if such entity
is a tax-exempt entity, recognizes that payments with respect to
the Purchased Certificates may constitute unrelated business
taxable income or (iii) an entity not described in (ii) whose
ownership of the Purchased Certificates is effectively connected
with its conduct of a trade or business within the United States
(within the meaning of the Code) or (B) an estate or trust the
income of which is includible in gross income for United States
Federal income tax purposes. The Purchaser represents, warrants
and covenants that upon its purchase or the transfer to it of a
Purchased Certificates and prior to the date on which the first
interest payment on the Purchased Certificates is due to the
Purchaser, it will provide to the Servicer and the Trustee (i) if
the Purchaser is created or organized in or under the laws of a
jurisdiction outside the United States, two duly completed copies
of United States Internal Revenue Service Form 4224 or any
successor applicable or required forms, (ii) a duly completed
copy of United States Internal Revenue Service Form W-9 or any
successor applicable or required forms, and (iii) such other
forms and information as may be required to confirm the
availability of any applicable exemption from United States
Federal, state or local withholding taxes. The Purchaser agrees
to provide to the Servicer and the Trustee like additional
subsequent duly completed forms satisfactory to the Servicer and
the Trustee on or before the date that any such form expires or
becomes obsolete, or upon the occurrence of any event requiring
an amendment, resubmission or change in the most recent form
previously delivered by it, and to provide such extensions or
renewals as may be reasonably requested by the Servicer or the
Trustee.
8. The Purchaser's ownership of the Purchased Certificates
will not result in any withholding obligation with respect to any
payments with respect to the Purchased Certificates with respect
to any Person, and unless otherwise consented to by the
Transferor, if the Purchaser is incorporated or organized under
the laws of a jurisdiction outside the United States, it has (x)
a rating of "BBB" or better from Fitch IBCA, Inc. or "Baa2" or
better from ▇▇▇▇▇'▇ Investors Service, Inc. and (y) balance sheet
assets at least $100 million of which are effectively connected
with its conduct of a trade or business in the United States
within the meaning of the Code.
9. The Purchaser has not acquired any interest in the
Purchased Certificates, and shall not Transfer any interest in
the Purchased Certificates or cause any such interest to be
marketed, on or through (i) an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any
Treasury Regulations thereunder, including, without limitation,
an over-the-counter-market or an interdealer quotation system
that regularly disseminates firm buy or sell quotations or (ii) a
"secondary market (or the substantial equivalent thereof)" within
the meaning of Section 7704(b)(2) of the Code and any Treasury
Regulations thereunder, including a market wherein interests in
the Purchased Certificates are regularly quoted by any Person
making a market in such interests and a market wherein any Person
regularly makes available bid or offer quotes with respect to
interests in the Purchased Certificates and stands ready to
effect buy or sell transactions at the quoted prices for itself
or on behalf of others.
10. The Purchaser is not, and will not become, a
partnership, an "S corporation" or a grantor trust, in each case
as described in the Code. In the event of any breach of the
representation, warranty and covenant of the Purchaser that such
Purchaser shall remain classified as other than a partnership, an
S corporation or a grantor trust, such Purchaser shall (i) notify
the Transferor promptly upon such Purchaser's becoming aware of
such breach, and thereupon the Purchaser hereby agrees to use
reasonable efforts to procure a replacement investor not so
affected that is acceptable to the Transferor to replace such
affected Purchaser, and (ii) take all actions necessary to permit
a replacement investor to succeed to its rights and obligations
under the Pooling and Servicing Agreement and the Series 1999-1
Supplement. The Purchaser hereby acknowledges that the portion of
the Tax Opinion to the effect that the Trust will not be treated
as a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the certifications described
above.
11. The Purchaser understands that the Purchased
Certificates will be uncertificated securities and will not be
represented by any certificate and will not be held through The
Depository Trust Company or any other depositary or clearing
corporation.
12. In making its investment decision, the Purchaser has
relied solely on the Final Memorandum, and no other
representations or warranties have been made to the Purchaser
with respect to this offering.
The Purchaser hereby notifies the Paying Agent that all
distributions of principal and interest on the Purchased
Certificates to the Purchaser shall be made by wire transfer to
its account specified in Schedule 1, or to such other account as
it shall specify in writing to the Paying Agent in accordance
with the Series 1999-1 Supplement.
Very truly yours,
(type name of Purchaser above)
By:
Name:
Title:
SCHEDULE I
Name of Purchaser:
Principal Amount of Purchased Certificates:
(i) All payments on or in respect of the Purchased
Certificates shall be made by wire transfer to:
Bank:
ABA #:
Account #:
For further credit to Account #:
Ref:
(ii) Address for all notices in respect of payment:
(iii) Address for all other communications:
(iv) Taxpayer ID #:
EXHIBIT A
[Attach ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Opinions]
EXHIBIT B
[Attach ▇▇▇▇▇ & Westheimer, P.C. Opinion]
EXHIBIT C
[Attach ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, LLP Opinion]
_______________________________
1/Insert appropriate Class of Certificate
