TENTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Tenth Amendment to Receivables Purchase Agreement dated
as of March 23, 2000 (this "Amendment"), is among THE ORIGINATORS
listed on the signature page hereof (collectively, the
"Originators") and PRIME RECEIVABLES CORPORATION, a Delaware
corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Originators and the Purchaser entered into a
Receivables Purchase Agreement dated as of December 15, 1992, as
amended from time to time, (the "Purchase Agreement") pursuant to
which the Purchaser purchased Receivables (as defined in the
Purchase Agreement) from the Originators on the terms and
conditions set forth in the Purchase Agreement;
WHEREAS, the Originators and the Purchaser wish to amend the
Purchase Agreement to revise Schedule IV attached to the Purchase
Agreement;
WHEREAS, Section 8.01 of the Purchase Agreement permits the
Originators and the Purchaser to amend the Purchase Agreement
subject to certain conditions;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties
hereto agree as follows:
1. Schedule IV attached to the Purchase Agreement is hereby
deleted in its entirety and Schedule IV attached hereto is
substituted therefor.
2. Attached hereto as Exhibit A is a certificate by an
officer of FDS National Bank, as Servicer, stating that the
amendment to the Purchase Agreement effected by this Tenth
Amendment does not adversely affect in any material respect the
interests of any of the Investor Certificateholders (as defined in
the Purchase Agreement), which certificate is required to be
delivered to the Trustee (as defined in the Purchase Agreement)
pursuant to Section 8.01 of the Purchase Agreement.
3. The Purchase Agreement, as amended by this Tenth
Amendment shall continue in full force and effect among the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Ninth
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
THE ORIGINATORS:
BLOOMINGDALE'S, INC.
By: /s/ John R. Sims
Title: Vice President and Secretary
BURDINES, INC.
By: /s/ John R. Sims
Title: Vice President and Secretary
RICH'S DEPARTMENT STORES, INC.
(formerly Lazarus, Inc. and
successor by merger to Rich's
Department Stores, Inc.)
By: /s/ John R. Sims
Title: Vice President and Secretary
STERN'S DEPARTMENT STORES, INC.
By: /s/ John R. Sims
Title: Vice President and Secretary
THE BON, INC.
By: /s/ John R. Sims
Title: Vice President and Secretary
FEDERATED WESTERN PROPERTIES, INC.,
Assignee of Broadway Stores, Inc.
By: /s/ Richard C. Fiddes
Title: Vice President and Secretary
MACY'S EAST, INC.,
as successor in interest to Abraham
& Straus and Jordan Marsh Stores Corporation
By: /s/ John R. Sims
Title: Vice President and Secretary
FDS NATIONAL BANK
Date: March 23, 2000 By: /s/ Susan R. Robinson
Title: Treasurer
THE PURCHASER:
PRIME RECEIVABLES CORPORATION
Date: March 23, 2000 By: /s/ Susan P. Storer
Title: President
SCHEDULE IV
SCHEDULE OF LOCK-BOX ACCOUNTS
Bank Name Originator Bank Account #
Bank of America Illinois All Originators 8188500959
231 South Lasalle St.
Chicago, IL 60697
Norwest All Originators 6355064529
MAC N9305-031 Prime Receivable Corp.
Sixth and Marquette St. Cloud, MN
Minneapolis, MN 55479 56396-1205
Chase Manhattan Bank All Originators 323890075
Corporate Banking Electronic banking networks
Church Street Station
P.O. Box 932
New York, NY All Originators 400471302
10008-0932 Internet banking activity
SunTrust Bank Macy's A&S * 8801245864
Mail Code 5099 Electronic banking network
P.O. Box 4418
Atlanta, GA
30302
Firstar Burdines * 480366723
P.O. Box 1038 Dept
425 Walnut Street Mason, OH
Cincinnati, OH 45040-4585
45201-1036
Jordan Marsh * 480381425
P.O. Box
Mason, OH
45040-4583
Bloomingdales * 481442556
P.O. Box
Mason, OH
45040-4590
A & S * 481442598
P.O. Box
Mason, OH
45040-4580
Goldsmith's * 481442614
P.O. Box
Mason, OH
45040-4588
Rich's * 481442606
P.O. Box
Mason, OH
45040-4587
PNC Bank The Bon Marche * 4060027019
201 East 5th Street P.O. Box 8080
Cincinnati, Ohio 45201 Mason OH
45040-8080
Stern's * 4190002709
P.O. Box 8081
Mason OH
45040-8081
Lazarus * 4110175133
P.O. Box 4504
Mason OH
45040-4504
Macy's West ** 3001544986
P.O. Box 8021
Mason OH
45040-8021
Broadway Stores * 3001544994
P.O. Box 8022
Mason OH
45040-8022
FifthThird Bank Lazarus * 71527336
38 Fountain Sq. Plaza P.O. Box 0064
Cincinnati, Ohio 45263 Cincinnati, Ohio 45274
Notes:
* Account activity will transition to Chase Manhattan
banking network account beginning in April 2000. Account will be
closed by June 30, 2000.
** This account will remain intact and active.
EXHIBIT A
FDS NATIONAL BANK
OFFICER'S CERTIFICATE
Pursuant to Section 8.01 (a) of the Receivables Purchase
Agreement dated as of December 15, 1992, among the Originators
listed therein and Prime Receivables Corporation, FDS National
Bank, as Servicer, certifies that the amendment dated as of March
23, 2000 to Schedule IV of the Receivables Purchase Agreement does
not adversely affect in any material respect the interests of any
of the Invester Certificateholders.
FDS National Bank
As Servicer
Date: 03/23/2000 /s/ Susan R. Robinson
Name: Susan R. Robinson
Title: Treasurer
