<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 2, 1998
PROFFITT'S CREDIT CARD MASTER TRUST
-----------------------------------
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Not Applicable 333-28811-01 Not Applicable
- -------------- ------------ --------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
</TABLE>
P.O. Box 20080, Jackson, Mississippi 39289
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(Addresses of Principal Executive Offices, including Zip Code)
(601) 968-4400
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(Registrant's Telephone Number, including Area Code)
<PAGE>
ITEM 5. OTHER EVENTS.
- ------ ------------
On February 2, 1998, Proffitt's, Inc. amended its existing securitization
facilities under the Proffitt's Credit Card Master Trust (the "Master Trust") by
increasing its funding availability under the Series 1997-1 variable funding
certificates to $400 million from $125 million, and sold approximately $280
million of receivables to the Master Trust to accommodate the accounts added by
the merger on January 31, 1998 of a subsidiary of Proffitt's, Inc. with Carson
Pirie Scott & Co.
Proffitt's, Inc., as Servicer under the Proffitt's Credit Card Master
Trust, distributed the Monthly Certificateholders' Statement for the month of
January 1998, to the Series 1997-2 Certificateholders on February 17, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
- ------ -------------------------------------------------------------------
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
99.1 Series 1997-2 Monthly Certificateholders' Statement for
the month of January 1998
99.2 Amendment No. 1 to the Master Pooling and Servicing
Agreement dated as of February 2, 1998 by and among
Proffitt's Credit Corporation, as Transferor,
Proffitt's, Inc., as Servicer and Norwest Bank
Minnesota, National Association, as Trustee
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROFFITT'S, INC., AS SERVICER UNDER THE
PROFFITT'S CREDIT CARD MASTER TRUST
(REGISTRANT)
/s/ Douglas E. Coltharp
---------------------------------
Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
Date: February 17, 1998
-3-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
- -------
99.1 Series 1997-2 Monthly Certificateholders' Statement for the month of
January 1998
99.2 Amendment No. 1 to the Master Pooling and Servicing Agreement dated as
of February 2, 1998 by and among Proffitt's Credit Corporation, as
Transferor, Proffitt's, Inc., as Servicer and Norwest Bank Minnesota,
National Association, as Trustee
<PAGE>
Exhibit 99.1
Series 1997-2 Monthly Certificateholders' Statement for the month of January
1998
<PAGE>
Monthly Certificateholder's Statement
Proffitt's Credit Card Master Trust
Series 1997-2
Pursuant to the Master Pooling and Servicing Agreement dated as of August 21,
1997 (as amended or supplemented, the "Pooling and Servicing Agreement"), as
supplemented by the Series 1997-2 Supplement, dated as of August 21, 1997 (the
"Supplement" and together with the Pooling and Servicing Agreement, the
"Agreement"), each between Proffitt's Credit Corporation, as Transferor,
Proffitt's, Inc., as Servicer, and Norwest Bank Minnesota, National Association,
As Trustee, the Servicer is required to prepare certain information each month
regarding distributions to Certificateholders and the performance of the Trust.
The information with regard to the Series 1997-2 Certificates is set forth
below.
Date of the Certificate February 10, 1998
Monthly Period ending: January 31, 1998
Determination Date February 10, 1998
Distribution Date February 17, 1998
<TABLE>
<CAPTION>
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General
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<S> <C> <C>
201 Amortization Period No 201
202 Early Amortization Period No 202
203 Class A Investor Amount paid in full No 203
204 Class B Investor Amount paid in full No 204
205 Collateral Indebtedness Amount paid in full No 205
206 Proffitt's Inc. is the Servicer Yes 206
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Investor Amount
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as of the end of
as of the end of prior the relevant
Monthly Period Monthly Period
-------------------------- --------------------
<S> <C> <C> <C> <C>
207 Series 1997-2 Investor Amount $ 235,300,000 207(a) $ 235,300,000 207(b)
208 Class A Investor Amount $ 180,000,000 208(a) $ 180,000,000 208(b)
209 Class B Investor Amount $ 20,000,000 209(a) $ 20,000,000 209(b)
210 Collateral Indebtedness Amount $ 21,000,000 210(a) $ 21,000,000 210(b)
211 Class D Investor Amount $ 14,300,000 211(a) $ 14,300,000 211(b)
212 Series 1997-2 Adjusted Investor Amount $ 235,300,000 212(a) $ 235,300,000 212(b)
213 Class A Adjusted Investor Amount $ 180,000,000 213(a) $ 180,000,000 213(b)
214 Principal Account Balance $ - 214(a) $ - 214(b)
215 Class B Adjusted Investor Amount $ 20,000,00 215(a) $ 20,000,00 215(b)
216 Class A Certificate Rate 6.50% 216
217 Class B Certificate Rate 6.69% 217
218 Collateral Indebtedness Interest 6.1938% 218
219 Class D Certificate Rate 6.4688% 219
220 Weighted average interest rate for Series 1997-2 6.49% 220
<CAPTION>
as of the end of
as of the end of prior the relevant
Monthly Period Monthly Period
-------------------------- --------------------
<S> <C> <C> <C> <C>
221 Series 1997-2 Investor Percentage with respect
to Finance Charge Receivables 60.85% 221(a) 69.32% 221(b)
222 Class A 46.55% 222(a) 53.03% 222(b)
223 Class B 5.17% 223(a) 5.89% 223(b)
224 Collateral Indebtedness Amount 5.43% 224(a) 6.19% 224(b)
225 Class D 3.70% 225(a) 4.21% 225(b)
226 Series 1997-2 Investor Percentage with respect
to Principal Receivables 60.85% 226(a) 69.32% 226(b)
227 Class A 46.55% 227(a) 53.03% 227(b)
228 Class B 5.17% 228(a) 5.89% 228(b)
229 Collateral Indebtedness Amount 5.43% 229(a) 6.19% 229(b)
230 Class D 3.70% 230(a) 4.21% 230(b)
231 Series 1997-2 Investor Percentage with respect
to Allocable Amounts 60.85% 231(a) 69.32% 231(b)
232 Class A 46.55% 232(a) 53.03% 232(b)
233 Class B 5.17% 233(a) 5.89% 233(b)
234 Collateral Indebtedness Amount 5.43% 234(a) 6.19% 234(b)
235 Class D 3.70% 235(a) 4.21% 235(b)
</TABLE>
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<TABLE>
<CAPTION>
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Collections Allocated to Series 1997-2
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<S> <C> <C> <C>
236 Series allocation of collections of Principal Receivables $ 50,186,454 236
237 Class A $ 38,391,678 237
238 Class B $ 4,265,742 238
239 Collateral Indebtedness Amount $ 4,479,029 239
240 Class D $ 3,050,005 240
241 Series allocation of collections of Finance Charge Receivables $ 4,465,094 241
242 Class A $ 3,415,712 242
243 Class B $ 379,524 243
244 Collateral Indebtedness Amount $ 398,500 244
245 Class D $ 271,359 245
Available Funds
---------------
246 Class A Available Funds $ 3,415,712 246
247 The amount to be withdrawn from the Reserve Account to be included in
Class A available funds $ - 247
248 Principal Investment Proceeds to be included in Class A Available Funds $ - 248
249 The amount of investment earnings on amounts held in the Reserve
Account to be included in Class A available funds $ - 249
250 Class B Available Funds $ 379,524 250
251 The amount to be withdrawn from the Reserve Account to be included in
Class B available funds $ - 251
252 Principal Investment Proceeds to be included in Class B Available Funds $ - 252
253 The amount of investment earnings on amounts held in the Reserve $ - 253
Account to be included in Class B available funds
254 Collateral Available Funds $ 398,500 254
255 Class D Available Funds $ 271,359 255
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Application of Collections
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Class A
-------
256 Class A Monthly Interest for the related Distribution Date, plus the amount of
any Class A Monthly Interest previously due but not paid plus any additional
interest with respect to interest amounts that were due but not paid on a prior
Distribution date $ 975,000 256
257 If Proffitt's Inc. is no longer the Servicer, an amount equal to Class A Servicing
fee for the related Distribution Date $ - 257
258 Class A Allocable Amount $ 571,942 258
259 An amount to be included in the Excess Spread $ 1,868,770 259
Class B
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260 Class B Monthly Interest for the related Distribution Date, plus the amount of
any Class B Monthly Interest previously due but not paid plus any additional
interest with respect to interest amounts that were due but not paid on a prior
Distribution date $ 111,500 260
261 If Proffitt's Inc. is no longer the Servicer, an amount equal to Class B Servicing
fee for the related Distribution Date $ - 261
262 An amount to be included in the Excess Spread $ 268,024 262
Collateral
----------
263 If Proffitt's Inc. is no longer the Servicer, an amount equal to Collateral
Servicing fee for the related Distribution Date $ - 263
264 An amount to be included in the Excess Spread $ 398,500 264
Class D
-------
265 If Proffitt's Inc. is no longer the Servicer, an amount equal to Class D Servicing
fee for the related Distribution Date $ - 265
266 An amount to be included in the Excess Spread $ 271,359 266
267 Available Excess Spread $ 2,806,652 267
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Page 2 of 5
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<S> <C> <C> <C>
268 Available Shared Excess Finance Charge Collections $ - 268
269 Class A Required Amount is to be used to fund any deficiency in line 256, $ - 269
line 257 and line 258
270 The aggregate amount of Class A Investor Charge Offs which have not been $ - 270
previously reimbursed
271 Class B Required Amount to the extent attributable to line 260, and line $ - 271
261
272 Class B Allocable Amount $ 63,549 272
273 Any remaining portion of the Class B Required Amount $ - 273
274 An amount equal to any unreimbursed reductions of the Class B Investor $ - 274
Amount, if any, due to: (i) Class B Investor Charge Offs; (ii) Reallocated
Principal Collections; (iii) reallocations of the Class B Investor Amount
to the Class A Investor Amount
275 Collateral Monthly Interest for the related Distribution Date plus $ 119,230 275
Collateral Monthly Interest previously due but not paid to the Collateral
Indebtedness Holder plus Collateral Indebtedness Interest
276 Class A Servicing Fee plus Class B Servicing Fee plus Collateral Servicing $ 368,333 276
Fee due for the relevant Monthly Period and not paid above
277 Class A Servicing Fee plus Class B Servicing Fee plus Collateral Servicing $ - 277
Fee due but not distributed to the Servicer for the prior Monthly Periods
278 Collateral Allocable Amount $ 66,727 278
279 Any unreimbursed reductions of the Collateral Indebtedness Amount (CIA), if $ - 279
any, due to: (i) CIA Charge Offs; (ii) Reallocated Principal Collections;
(iii) reallocations of the CIA to the Class A or Class B Investor Amount
280 The excess, if any, of the Required Cash Collateral Amount over the $ - 280
Available Collateral Amount
281 An amount equal to Class D Monthly Interest due but not paid to the Class D $ 77,086 281
Certificateholders plus Class D Additional interest
282 Class D Servicing Fee due for the relevant Monthly Period and not paid $ 23,833 282
above
283 Class D Servicing Fee due but not distributed to the Servicer for prior $ - 283
Monthly Periods
284 Class D Allocable Amount $ 45,438 284
285 Any unreimbursed reductions of the Class D Investor Amount, if any, due to: $ - 285
(i) Class D Investor Charge Offs; (ii) Reallocated Principal Collections;
(iii) reallocations of the Class D investor Amount to the Class A or Class
B investor Amount or CIA
286 Aggregate amount of any other amounts due to the Collateral Indebtedness $ - 286
Holder pursuant to the Loan Agreement
287 Excess, if any, of the Required Reserve Account Amount over the amount on $ - 287
deposit in the Reserve Account
288 Shared Excess Finance Charge Collections $ 2,042,457 288
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Determination of Monthly Principal
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289 Class A Monthly Principal (the least of line #290, line #291 and line #208) $ - 289
290 Available Principal Collections held in the Collection Account $ 50,186,454 290
291 Class A Accumulation Amount $ - 291
292 Class B Monthly Principal (the least of line #293, line #294 and line #209) $ - 292
(distributable only after payout of Class A)
293 Available Principal Collections held in the Collection Account less $ 50,186,454 293
portion of such Collections applied to Class A Monthly Principal
294 Class B Accumulation Amount $ - 294
295 Collateral Monthly Principal (prior to payout of Class B) (the least of $ - 295
line #296 and line #297)
296 Available Principal Collections held in the Collection Account less $ 50,186,454 296
portion of such Collections applied to Class A and Class B Monthly
Principal
297 Enhancement Surplus $ - 297
298 Class D Monthly Principal $ - 298
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
299 Available Principal Collections held in the Collection Account less portion of $ 50,186,454 299
such Collections applied to Class A, Class B or collateral Monthly Principal
- -----------------------------------------------------------------------------------------------------------------------------------
Available Enhancement Amount
- -----------------------------------------------------------------------------------------------------------------------------------
300 Available Enhancement Amount $ 35,300,000 300
301 Amount on Deposit in the Cash Collateral Account $ - 301
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Reallocated Principal Collections
- -----------------------------------------------------------------------------------------------------------------------------------
302 Reallocated Principal Collections $ - 302
303 Class D Principal Collections (to the extent needed to fund Required $ - 303
Amounts)
304 Collateral Principal Collections (to the extent needed to fund Required Amounts) $ - 304
Amounts)
305 Class B Principal Collections (to the extent needed to fund Required Amounts) $ - 305
Amounts)
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Investor Default Amounts, Adjustment Amounts, and Allocable Amounts
- -----------------------------------------------------------------------------------------------------------------------------------
% Amount
----------------------- -------------------
306 Series 1997-2 Default Amount 60.85% 306(a) $ 747,655 306(b)
307 Class A Investor Default Amount 46.55% 307(a) $ 571,942 307(b)
308 Class B Investor Default Amount 5.17% 308(a) $ 63,549 308(b)
309 Collateral Default Amount 5.43% 309(a) $ 66,727 309(b)
310 Class D Investor Default Amount 3.70% 310(a) $ 45,438 310(b)
311 Series 1997-2 Adjustment Amount $ - 311
312 Class A Adjustment Amount $ - 312
313 Class B Adjustment Amount $ - 313
314 Collateral Adjustment Amount $ - 314
315 Class D Adjustment Amount $ - 315
316 Series 1997-2 Allocable Amount $ 747,655 316
317 Class A Allocable Amount $ 571,942 317
318 Class B Allocable Amount $ 63,549 318
319 Collateral Allocable Amount $ 66,727 319
320 Class D Allocable Amount $ 45,438 320
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Required Amounts
- -----------------------------------------------------------------------------------------------------------------------------------
321 Class A Required Amount $ - 321
322 Class A Monthly Interest for current Distribution Date $ 975,000 322
323 Class A Monthly Interest previously due but not paid $ - 323
324 Class A Additional Interest for prior Monthly Period or previously due but not paid $ - 324
325 Class A Servicing Fee (if Proffitt's is no longer the Servicer) $ - 325
326 Class B Required Amount $ - 326
327 Class B Monthly Interest for current Distribution Date $ 111,500 327
328 Class B Monthly Interest previously due but not paid $ - 328
329 Class B Additional Interest for prior Monthly Period or previously due but not paid $ - 329
330 Class B Servicing Fee (if Proffitt's is no longer the Servicer) $ - 330
331 Excess of Class B Allocable Amount over funds available to make payments $ - 331
332 Collateral Required Amount $ - 332
333 Collateral Monthly Interest for current Distribution Date $ 119,230 333
334 Collateral Monthly Interest previously due but not paid $ - 334
335 Collateral Additional Interest for prior Monthly Period or previously due but not paid $ - 335
336 Collateral Servicing Fee (if Proffitt's is no longer the Servicer) $ - 336
337 Excess of Collateral Allocable Amount over funds available to make payments $ - 337
</TABLE>
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<TABLE>
<CAPTION>
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REDUCTION OF INVESTOR AMOUNTS
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<S> <C> <C> <C>
Class A
-------
338 Class A Investor Amount reduction $ - 338
339 Class A Investor Charge Off $ - 339
340 Reductions of the Class A Investor Amount $ - 340
Class B
-------
341 Class B Investor Amount reduction $ - 341
342 Class B Investor Charge Off $ - 342
343 Reductions of the Class B Investor Amount $ - 343
344 Reallocated Principal Collections applied to Class A $ - 344
Collateral
----------
345 Collateral Indebtedness Amount reduction $ - 345
346 Collateral Indebtedness Amount Charge Off $ - 346
347 Reduction of the Collateral Indebtedness Amount $ - 347
348 Reallocated Principal Collections applied to Class B $ - 348
Class D
-------
349 Class D Investor Amount reduction $ - 349
350 Class D Investor Charge Off $ - 350
351 Reduction of the Class D Investor Amount $ - 351
352 Reallocated Principal Collection applied to Collateral Indebtedness Amount $ - 352
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SERVICING FEE
- ------------------------------------------------------------------------------------------------------------------------------------
353 Series 1997-2 Servicing Fee $ 392,167 353
354 Class A Servicing Fee $ 300,000 354
355 Class B Servicing Fee $ 33,333 355
356 Collateral Servicing Fee $ 35,000 356
357 Class D Servicing Fee $ 23,833 357
</TABLE>
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this 10th day of February, 1998
Profitt's Inc.
as Servicer
By /s/ James S. Scully
--------------------------------------
Name: James S. Scully
Title: Vice President and Treasurer
<PAGE>
PROFFITT'S CREDIT CORPORATION
TRANSFEROR
PROFFITT'S, INC.
SERVICER
AND
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
TRUSTEE
ON BEHALF OF THE CERTIFICATEHOLDERS
OF THE
PROFFITT'S CREDIT CARD MASTER TRUST
______________________________
AMENDMENT NO. 1
TO THE
MASTER POOLING AND SERVICING AGREEMENT
DATED AS OF FEBRUARY 2, 1998
______________________________
<PAGE>
Exhibit 99.2
Amendment No. 1 to the Master Pooling and Servicing Agreement dated as
of February 2, 1998 by and among Proffitt's Credit Corporation, as Transferor,
Proffitt's, Inc., as Servicer and Norwest Bank Minnesota, National
Association, as Trustee
<PAGE>
THIS AMENDMENT NO. 1 ("Amendment") to the Master Pooling and Servicing
Agreement, dated as of August 21, 1997 (the "Master Pooling and Servicing
Agreement"), dated as of February 2, 1998, is by and among PROFFITT'S CREDIT
CORPORATION, a Nevada corporation, (the "Transferor"), PROFFITT'S, INC., a
Tennessee corporation, (the "Servicer"), and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other party and, to the extent provided
herein or in any Supplement, for the benefit of the Certificateholders and any
Enhancement Provider:
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the parties hereto are authorized by Section 13.1(a) of the Master
Pooling and Servicing Agreement to add to, change or eliminate any of the
provisions of the Pooling and Servicing Agreement, from time to time; and
NOW, THEREFORE, in consideration of the mutual promises contained herein,
in the Master Pooling and Servicing Agreement and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. AMENDMENTS TO THE MASTER POOLING AND SERVICING AGREEMENT
--------------------------------------------------------
1.1 The definition of "Additional Account Cut-Off Date" in Section 1.1 of
the Master Pooling and Servicing Agreement is amended in its entirety to read as
follows :
"Additional Account Cut-Off Date" shall mean with respect to any
-------------------------------
Additional Account the last day of the monthly period preceding the Additional
Account Closing Date; provided, however, in the case of the acquisition of
Additional Accounts whether by merger, consolidation or other acquisition of a
business or part of a business, shall be such day as the Servicer may designate
prior to the effective time of such merger, consolidation or other acquisition.
1.2 The definition of "Eligible Originator" in Section 1.1 of the Master
Pooling and Servicing Agreement is amended in its entirety to read as follows:
"Eligible Originator" shall mean (i) each of the Sellers and their
-------------------
respective successors and assigns, (ii) the Bank, (iii) any of the Sellers'
Affiliates or (iv) any other originator or acquirer of Receivables that is a
party to a Receivables Purchase Agreement, provided that, with respect to
clauses (iii) and (iv), the Transferor shall have met the Rating Agency
Condition and shall have delivered such notice(s) of compliance with such Rating
Agency Condition to the Trustee and the Servicer."
-2-
<PAGE>
1.3 The definition of "Sellers" in Section 1.1 of the Master Pooling and
Servicing Agreement is amended in its entirety to read as follows:
"Sellers" shall mean G.R. Herberger's, Inc., McRae's, Inc., Parisian,
-------
Inc., Proffitt's, Inc. and the Bank and their successors and assigns, and,
subject only to the Rating Agency Condition, such other Affiliates of the
Company as the Transferor may designate from time to time."
1.4 Subservicer
-----------
(a) The definition of "Subservicer" in Section 1.1 of the Master
Pooling and Servicing Agreement is amended in its entirety to read as follows:
"Subservicers" shall mean initially McRae's, Inc. and Carson Pirie
------------
Scott & Co. and any Person thereafter appointed by the Servicer as a subservicer
of the Receivables."
(b) Each reference in Sections 3.1(b), 3.2 and 8.7 of the Master
Pooling and Servicing Agreement to the "Subservicer" shall be amended to read
"Subservicers."
(c) The reference to McRae's, Inc. as the initial Subservicer in
Section 3.1(b) of the Master Pooling and Servicing Agreement shall be amended to
read as follows:
"The Servicer has designated its Affiliates, McRae's, Inc., and
Carson Pirie Scott & Co. as the initial Subservicers."
(d) The reference to McRae's, Inc. as Subservicer in Section 8.7 of
the Master Pooling and Servicing Agreement shall be amended to read as
"....McRae's, Inc. or Carson Pirie Scott & Co...."
SECTION 2. AMENDMENT TO SERVICER PROVISIONS
--------------------------------
Article VIII - Other Matters Relating to the Servicer is hereby amended by
adding a new Section 8.9 which will read in its entirety as follows:
Section 8.9 Illinois Personal Property Tax. Proffitt's, Inc. shall
-------------------------------
indemnify and hold harmless the Certificateholders, the Certificate Owners,
and the Trustee, including the Trustee's officers, directors, agents and
employees, from and against any loss, liability, expense, damage or injury
(net of any benefit realized), that are suffered or sustained by the Trust,
the Trustee or any Certificate Owner or Certificateholder as a result of
and to the extent that the State of Illinois (or its taxing authority)
determines that the Trust is a partnership and that the Illinois
-3-
<PAGE>
Personal Property Replacement Income Tax (the "Replacement Tax") is
applicable to the Trust and, as a consequence, any Replacement Tax
(including any interest or penalties with respect thereto or arising from a
failure to comply therewith) are required to be paid by the Trust, the
Certificate Owners or the Certificateholders as a result of such
determination. The foregoing indemnity shall terminate upon delivery to the
Trustee of the following: (i) evidence of any repeal or modification of the
Replacement Tax by the State of Illinois (or its taxing authority) which
would make it no longer potentially applicable to the Trust, the Trustee or
any Certificate Owner or Certificateholder (in their capacities as such
hereunder); (ii) any determination, interpretation, ruling or regulation in
writing from the State of Illinois or its taxing authority to the effect
that the Replacement Tax would not be applicable to entities similarly
situated to the Trust, generally (accompanied by an opinion of counsel
specified in clause (iv) below), or to the Trust, specifically; (iii) any
private or public ruling received by the Trust, or any interpretive or
other release in writing by the Internal Revenue Service that any entity
similarly situated to the Trust generally (accompanied by an opinion of
counsel specified in clause (iv) below), or to the Trust specifically,
would not be taxed as a partnership for federal income tax purposes; or
(iv) written opinion of any nationally recognized law firm admitted to
practice in the State of Illinois to the effect that the Replacement Tax
would not apply to the Trust, the Trustee or any Certificate Owner or
Certificateholder (in their capacities as such hereunder), or, if the State
of Illinois at such date continues to follow the federal income tax and
Treasury determinations as to whether an entity is taxable as a partnership
or if and to the extent the State of Illinois is bound by any FASIT
election made by the Trust, from any other law firm nationally recognized
with respect to federal income tax matters to the effect that the Trust and
the mere ownership of Certificates issued thereunder would not cause the
Trust, Trustee, the Certificate Owners and the Certificateholders to be
taxed as a partnership for federal income tax purposes.
SECTION 3. REPRESENTATIONS AND WARRANTIES
------------------------------
Each of the Transferor and the Servicer represents and warrants that:
(a) Its execution, delivery and performance of this Amendment are within
its corporate powers, have been duly authorized by all necessary corporate
action and do not require any consent or approval which has not been obtained.
(b) This Amendment and the Master Pooling and Servicing Agreement as
amended hereby are legal, valid and binding obligations of it, enforceable in
accordance with their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally or by general equitable principles.
-4-
<PAGE>
SECTION 4. CONDITIONS PRECEDENT
--------------------
This Amendment shall become effective as of its date, provided that all of
the following conditions are met:
(a) The Servicer shall have furnished the Trustee with an Officer's
Certificate to the effect that the Amendment will not materially and adversely
affect the interests of any Certificateholders;
(b) The Amendment will not cause the Trust to be characterized as a
corporation for Federal income tax purposes or otherwise have a material adverse
effect on the Federal income taxation of any Series;
(c) The Servicer shall have given each Rating Agency ten (10) Business
Days' prior written notice of the Amendment and shall have received written
confirmation from each Rating Agency rating the affected Series that the Rating
Agency Condition will be met, where appropriate;
(d) The Trustee shall receive and shall be permitted to rely upon an
Opinion of Counsel to the effect that the conditions and requirements of Section
13.1(a) of the Master Pooling and Servicing Agreement have been satisfied; and
(e) The Transferor shall deliver prior written notice of the Amendment to
each Rating Agency.
SECTION 5. MISCELLANEOUS
-------------
(a) Applicability of the Master Pooling and Servicing Agreement
-----------------------------------------------------------
In all respects not inconsistent with the terms and provisions of this
Amendment, the provisions of the Master Pooling and Servicing Agreement are
hereby ratified, approved and confirmed.
(b) Headings
--------
The captions in this Amendment are for convenience of reference only and
shall not define or limit the provisions hereof.
-5-
<PAGE>
(c) Counterparts
------------
This Amendment may be executed in counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute
but one and the same instrument.
(d) Governing Law
-------------
THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
PROFFITT'S CREDIT CORPORATION,
as Transferor
By: /s/ James S. Scully
-------------------
Name: James S. Scully
Title: Vice President and Treasurer
PROFFITT'S, INC.,
as Servicer
By: /s/ James S. Scully
-------------------
Name: James S. Scully
Title: Vice President and Treasurer
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Marianna C. Stershic
-------------------------
Name: Marianna C. Stershic
Title: Assistant Vice President
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