<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) - October 15, 1997
JCP MASTER CREDIT CARD TRUST
(Issuer of the Certificates)
JCP RECEIVABLES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17270 75-2231415
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
5001 Spring Valley Road
Dallas, Texas 75244
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (972) 960-4611
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Item 5. Other Events.
______ ____________
JCP Receivables, Inc.("JCPR"), J. C. Penney Company, Inc., as
Servicer ("JCPenney"), and The
Fuji Bank and Trust Company, as Trustee, have entered into Amendment No. 1,
dated as of October 15, 1997, to the Master Pooling and Servicing Agreement,
dated as of September 5, 1988, between the parties. Amendment No. 1 provides
for: (1) the transfer of additional receivables originated by JCPenney Card
Bank, National Association, a wholly owned credit card bank subsidiary of
JCPenney, to the JCP Master Credit Card Trust, (2) the ability to sell
receivables to the JCP Master Credit Card Trust at a discount, and
(3) the ability to share excess finance charges between Series within the JCP
Master Credit Card Trust. In addition, JCPR and JCPenney have entered into
Amendment No. 1, dated as of October 15, 1997, to the Receivables Purchase
Agreement, dated as of September 5, 1988, between the parties, which
amendment provides for the sale by JCPenney to JCPR of additional
receivables originated by JCPenney Card Bank, National Assocation.
Item 7. Financial Statements and Exhibits.
______ _________________________________
(c) Exhibits.
4.1 Amendment No. 1, dated as of October 15, 1997, to the
Master Pooling and Servicing Agreement, dated as of
September 5, 1988, between JCP Receivables, Inc.,
J. C. Penney Company, Inc., as Servicer, and The Fuji
Bank and Trust Company, as Trustee.
4.2 Amendment No. 1, dated as of October 15, 1997, to the
Receivables Purchase Agreement, dated as of September 5,
1988, between JCP Receivables, Inc. ("Buyer") and
J. C. Penney Company, Inc. ("Seller").
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SIGNATURES
__________
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.
JCP RECEIVABLES, INC.
/s/ Catherine A. Walther
__________________________________________
Catherine A. Walther
President
Date: November 10, 1997
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Exhibit Index
Exhibit
Number Description
______ ___________
4.1 Amendment No. 1, dated as of October 15, 1997, to the
Master Pooling and Servicing Agreement, dated as of
September 5, 1988, between JCP Receivables, Inc.,
J. C. Penney Company, Inc., as Servicer, and The Fuji
Bank and Trust Company, as Trustee.
4.2 Amendment No. 1, dated as of October 15, 1997, to the
Receivables Purchase Agreement, dated as of September 5,
1988, between JCP Receivables, Inc. ("Buyer") and
J. C. Penney Company, Inc. ("Seller").
<PAGE>
Exhibit 4.1
AMENDMENT NO. 1 TO MASTER POOLING AND SERVICING AGREEMENT
AMENDMENT NO. 1 TO MASTER POOLING AND SERVICING AGREEMENT ("Amend-
ment No. 1"), dated as of October 15, 1997, between JCP RECEIVABLES, INC., a
Delaware corporation ("JCPR"), J. C. PENNEY COMPANY, INC., a Delaware
corporation ("JCPenney"), as Servicer, and THE FUJI BANK AND TRUST COMPANY, a
banking corporation organized and existing under the laws of the State of New
York, as Trustee under the Master Pooling and Servicing Agreement, dated as
of September 5, 1988 (the "Agreement"), between JCPR, the Servicer and the
Trustee.
PRELIMINARY STATEMENT
Section 13.1(b) of the Agreement provides that the Servicer, JCPR
and the Trustee, with the consent of the Holders of Investor Certificates
evidencing undivided Interests aggregating not less than 66-2/3% of the
Aggregate Investor Amount of all Series adversely affected, may amend from
time to time the Agreement and any Supplement thereto, subject to satis-
faction of certain conditions precedent set forth therein. All terms used in
this Amendment No. 1 that are defined in the Agreement have the meanings as-
signed to them therein, except to the extent such terms are amended or
modified in this Amendment No. 1.
In consideration of the mutual agreements contained herein, each
party agrees as follows for the benefit of the other parties and for the
benefit of the Certificateholders:
SECTION 1. Amendments to Agreement.
_______________________
(a) The following definitions in Section 1.1 of the Agreement
shall be amended to read as follows:
"Credit Card Agreement" shall mean the JCPenney Retail Installment
_____________________
Credit Agreement (Revolving Credit Agreement), JCPenney form 2218, attached
as Exhibit M, or a variant thereof reflecting a particular state's usury and
_________
retail installment sales laws, or the Bank Credit Agreement, attached as
Exhibit M-2, or a variant thereof, as any such agreement may be amended,
___________
modified or otherwise changed from time to time.
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"Credit Card Guidelines" shall mean the policies and procedures of
______________________
JCPenney or the Bank, as applicable, relating to the operation of its credit
card business, including, without limitation, the policies and procedures for
determining the creditworthiness of credit card customers, the extension of
credit to credit card customers, the terms on which repayments are required
to be made, and relating to the maintenance of credit card accounts and
collection of credit card receivables, as such policies and procedures may be
amended from time to time.
"Credit Insurance" shall mean life, accident, health, disability or
________________
other insurance of an Obligor to JCPenney or the Bank, as applicable, to
insure payment of any amount owing by such Obligor under an Account and which
proceeds of such insurance are payable to JCPenney or the Bank, as applica-
ble, upon such Obligor's death or disability.
"Eligible Account" shall mean, as of the Cut Off Date (or, with
________________
respect to Additional Accounts, as of the relevant Notice Date in respect of
Additional Accounts added pursuant to subsection 2.6(a) or (b) or as of the
date such Account is added to a Cycle in respect of Additional Accounts added
pursuant to subsection 2.6(c)), each Account:
(a) which is payable in United States dollars; and
(b) which is serviced in any credit service center of
JCPenney or the Bank which is located in the United States.
"Eligible Receivable" shall mean each Receivable:
___________________
(a) which has arisen under an Eligible Account;
(b) which was created in compliance, in all material
respects, with all Requirements of Law applicable to JCPenney or the Bank, as
applicable, and JCPR and pursuant to a Credit Card Agreement which complies,
in all material respects, with all Requirements of
2
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Law applicable to JCPenney or the Bank, as applicable, and JCPR;
(c) with respect to which all consents, licenses, approv-
als or authorizations of, or registrations or declarations with, any Govern-
mental Authority required to be obtained, effected or given by JCPenney or
the Bank, as applicable, and JCPR in connection with the creation of such
Receivable or the execution, delivery and performance by JCPenney or the
Bank, as applicable, and JCPR of the Credit Card Agreement pursuant to which
such Receivable was created, have been duly obtained, effected or given and
are in full force and effect as of such date of creation;
(d) as to which, at the time of the creation of such
Receivable, JCPenney or the Bank, as applicable, JCPR or the Trust had good
and marketable title thereto, free and clear of all Liens arising under or
through JCPenney, the Bank or JCPR (other than Liens permitted pursuant to
subsection 2.5(b));
(e) which is the legal, valid and binding payment obliga-
tion of the Obligor thereon, enforceable against such Obligor in accordance
with its terms, except as such enforceability may be limited by applicable
Debtor Relief Laws, and except as such enforceability may be limited by
general principles of equity (whether considered in a suit at law or in equi-
ty); and
(f) which constitutes an "account" under and as defined in
Article 9 of the UCC as then in effect in any state where the Servicer's or
the Bank's, as applicable, chief executive offices or books and records
relating to the Receivables are located.
(b) The following new definitions shall be added to Section 1.1
of the Agreement:
"Bank" shall mean JCPenney Card Bank, National Association, a
____
national banking association.
"Bank Receivables Purchase Agreement" shall mean the Receivables
___________________________________
Purchase Agreement between the Bank and JCPR, dated September 30, 1997,
governing the terms and conditions upon which JCPR is to purchase from the
Bank all of the Receivables generated or to be generated
3
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in any Additional Accounts for purposes of this Agreement, in
substantially the form attached hereto as Exhibit D-2, as such agreement
-----------
may be amended, modified or otherwise changed from time to time.
"Discount Option Receivable Collections" shall have the meaning
______________________________________
specified in Section 2.8.
"Discounted Percentage" shall have the meaning specified in Section
_____________________
2.8.
(c) Section 2.6 of the Agreement shall be deleted and replaced in
its entirety by the following:
"Section 2.6 Addition of Accounts.
____________________
(a) If during any period of 30 consecutive days, the JCPR
Amount averaged over that period is less than the Minimum JCPR Percentage of
the Average Principal Receivables, JCPR shall, under the terms of the Receiv-
ables Purchase Agreement or the Bank Receivables Purchase Agreement, require
JCPenney or the Bank to transfer the Receivables of additional Eligible Ac-
counts to be included as Accounts, and JCPR shall purchase Receivables in
such Additional Accounts under the Receivables Purchase Agreement or the Bank
Receivables Purchase Agreement and transfer such Receivables to the Trust, in
a sufficient amount so that the average of the JCPR Amount as a percent of
the Average Principal Receivables during such 30 day period would have, if
the Receivables from such Accounts had been transferred to the trust on the
first day of such 30 day period, at least equalled the Minimum JCPR Percent-
age.
(b) In addition to its obligation under subsection 2.6(a), JCPR
may, but shall not be obligated to, from time to time, agree with JCPenney or
the Bank to designate Additional Accounts to be included as Accounts.
(c) At any time that the Receivables in substantially all the
Eligible Accounts of any Cycle have been transferred to the Trust, then on
each day that an Eligible Account is added to such Cycle such Eligible
Account shall, until notice from JCPR to the Trustee to the contrary,
automatically be included as an Additional Account effective as of such date
of inclusion in such Cycle.
4
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(d) JCPR agrees that any Receivables from Additional Accounts
shall first be sold by JCPenney or the Bank to JCPR and transferred by JCPR
to the Trust under subsection 2.6(a), (b) or (c) upon and subject to the fol-
lowing conditions:
(i) On or before the fifth Business Day
(the "Notice Date") prior to the Addition Date in
respect of Additional Accounts added pursuant to
subsection 2.6(a) or (b), JCPR shall give the Trustee
and the Servicer written notice that such Additional
Accounts will be included and specifying the approximate
aggregate amount of the Receivables to be transferred;
(ii) JCPR (A) shall require JCPenney or
the Bank to transfer Receivables only in Eligible Ac-
counts, and (B) shall, if the designation of Addi-
tional Accounts is made pursuant to subsection 2.6(b)
and if the sum of Principal Receivables in the Trust
as of the related Notice Date after giving effect to
the addition of such Additional Accounts would exceed
$50,000,000 more than the greater of (x) the amount
of Principal Receivables in the Trust on the Initial
Closing Date and (y) the amount of Principal Receiv-
ables in the Trust on the most recent date when the
terms of this subsection 2.6(d)(ii)(B) were complied
with, deliver a letter from a Rating Agency to the
Trustee by the Addition Date confirming that the
addition of such Additional Accounts will not ad-
versely affect the rating of any outstanding Series
of Investor Certificates which has been rated by such
Rating Agency;
(iii) On or prior to the Addition Date,
in respect of Additional Accounts added pursuant to
subsection 2.6(a) or (b), and on or before five
Business Days after the first day of the Monthly
Period next succeeding the Monthly Period in which
Additional Accounts were added pursuant to subsec-
tion 2.6(c), JCPR shall deliver to the Trustee a
written transfer agreement (including an acceptance
by the Trustee on behalf of the Trust for the bene-
fit of the Investor Certificateholders) in substan-
tially the form of Exhibit E (the "Transfer Agree-
_________
ment") and shall indicate in its computer files and
cause JCPenney or the Bank, as applicable, to indi-
5
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cate in its computer files that the Receivables
created in connection with such Additional Accounts
have been sold by JCPenney or the Bank, as appli-
cable, to JCPR and transferred by JCPR to the Trust;
and shall deliver (or cause JCPenney or the Bank, as
applicable, so to do) to the Trustee a computer file
or microfiche list containing a true and complete
list of all Additional Accounts identified by ac-
count number and the aggregate amount of the Receiv-
ables in such Additional Accounts as of the Addition
Date in respect of Additional Accounts added pursu-
ant to subsection 2.6(a) or (b) or as of such fifth
Business Day of the month in respect of Additional
Accounts added during the preceding month pursuant
to subsection 2.6(c), which computer file or micro-
fiche list shall be marked as Schedule 1 to the
__________
Transfer Agreement, delivered to the Trustee as
confidential and proprietary, shall be as of the
date of such Transfer Agreement and shall be incor-
porated into and made a part of such Transfer Agree-
ment, this Agreement and any Supplement;
(iv) JCPR shall represent and warrant
that (x) each Additional Account is, as of the
applicable Addition Date, an Eligible Account, (y)
in the case of an addition pursuant to subsection
2.6(a) or 2.6(b), no selection procedures believed
by JCPR to be materially adverse to the interests of
the Investor Certificateholders or the Letter of
Credit Banks were utilized in selecting the Addi-
tional Accounts from the available Eligible Accounts
of JCPenney or the Bank, as applicable, or, in the
case of an addition pursuant to subsection 2.6(c),
in adding any such Additional Account to any Cycle,
and (z) as of the Addition Date, none of JCPR,
JCPenney or the Bank is insolvent;
(v) JCPR shall represent and warrant
that, as of the Addition Date, the Transfer Agree-
ment and the Receivables Purchase Agreement or the
Bank Receivables Purchase Agreement, as applicable,
collectively, constitute either (x) a valid transfer
or, in the case of Accounts added pursuant to sub-
section 2.6(c), confirmation of transfer to the
Trust of all right, title and interest of JCPR and
JCPenney or the Bank, as applicable, in, to and
under the Receivables then existing and thereafter
6
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to be created, all monies due or to become due with
respect thereto (including all Finance Charge Re-
ceivables), and all proceeds (including, without
limitation, "proceeds" as defined in the UCC as in
effect in any state where JCPR's, JCPenney's or the
Bank's, as applicable, or the Servicer's chief
executive offices or books and records relating to
the Receivables are located) of such Receivables and
Insurance Proceeds relating thereto and all of
JCPR's rights, remedies, powers and privileges with
respect to such Receivables under the Receivables
Purchase Agreement or the Bank Receivables Purchase
Agreement, as applicable, and such property will be
held by the Trust free and clear of any Lien of any
Person claiming through or under JCPR, JCPenney or
the Bank, except for (i) Liens permitted under
subsection 2.5(b), (ii) the interest of the Holder
of the Exchangeable Certificate and (iii) JCPR's
right to receive interest accruing on, and invest-
ment earnings in respect of, the Finance Charge
Account and the Principal Account as provided in
this Agreement or any Supplement thereto or (y) a
grant of a security interest (as defined in the UCC
as in effect in any state where JCPR's, JCPenney's
or the Bank's, as applicable, or the Servicer's
chief executive offices or books and records relat-
ing to the Receivables are located) in such property
to the Trust, which is enforceable with respect to
then existing Receivables of the Additional Ac-
counts, all monies due or to become due with respect
thereto, the proceeds thereof and Insurance Proceeds
relating thereto upon the transfer of such Receiv-
ables to the Trust, and which will be enforceable
with respect to the Receivables thereafter created
in respect of Additional Accounts, the proceeds
thereof and Insurance Proceeds relating thereto upon
such transfer; and (z) if the Transfer Agreement
constitutes the grant of a security interest to the
Trust in such property, upon the filing of a financ-
ing statement as described in Section 2.1 with
respect to such Additional Accounts and in the case
of the Receivables of Additional Accounts thereafter
created and the proceeds thereof, and Insurance
Proceeds relating to such Receivables, upon such
transfer, the Trust shall have a first priority
perfected security interest in such property, except
for Liens permitted under subsection 2.5(b);
7
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(vi) JCPR shall, on the Addition Date
for Additional Accounts added pursuant to subsection
2.6(a) or (b), deliver a certificate of a Vice
President or more senior officer confirming the
items set forth in paragraphs (ii), (iii), (iv) and
(v) above; and
(vii) JCPR shall, on the Addition Date
for Additional Accounts added pursuant to subsection
2.6(a) or (b), deliver an Opinion of Counsel with
respect to the Receivables in the Additional Ac-
counts substantially in the form of Exhibit K.
_________
(e) JCPR shall provide to each Rating
Agency prior written notice each time Additional Accounts
are added to the Trust pursuant to subsection 2.6(a) or (b)."
(d) A new Section 2.8 shall be added to the
Agreement as follows:
"Section 2.8 Discount Option. JCPR may at any
_______________
time, upon written notice (including by facsimile trans-
mission) to the Servicer, the Trustee, each Letter of
Credit Bank and each Rating Agency, designate a percent-
age, which may be a fixed percentage or a variable per-
centage based on a formula (the "Discounted Percentage"),
and which Discounted Percentage may not exceed 3% without
the written confirmation of each Rating Agency and the
written consent of each Letter of Credit Bank, of the
amount of Principal Receivables with respect to Accounts
to be treated on and after such designation, or for the
period specified, as Finance Charge Receivables; provid-
_______
ed, however, that no such designation shall become effec-
__ _______
tive on the date specified in the written notice unless
the following conditions have been satisfied:
(i) any such designation shall not, in the
reasonable belief of JCPR, cause a Pay Out Event to
occur or cause an event which with notice or the
lapse of time or both would constitute a Pay Out
Event;
8
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(ii) if the Discounted Percentage is to exceed
3%, on or before the date specified in the written
notice, JCPR shall have received written confirma-
tion from each Rating Agency that such designation
will not result in a downgrade or withdrawal of its
then current rating of any outstanding Series of
Investor Certificates and written consent from each
Letter of Credit Bank;
(iii) JCPR shall have delivered to the Trustee
an Officer's Certificate confirming the items set
forth in clauses (i) and (ii) above. The Trustee
may conclusively rely on such Officer's Certificate,
shall have no duty to make inquiries with regard to
the matters set forth therein and shall incur no
liability in so relying.
On and after the date of satisfaction of the
above conditions, in processing Collections of Principal
Receivables of Accounts originated by JCPenney, the
Servicer shall deem the product of the Discounted Per-
centage and Collections of such Principal Receivables as
"Discount Option Receivable Collections" and shall treat
such Discount Option Receivable Collections for all
purposes hereunder as Collections of Finance Charge
Receivables."
(e) A new subsection 4.3(g) shall be added
to the Agreement as follows:
"(g) Shared Excess Finance Charge Collec-
____________________________________
tions. Notwithstanding any other provision of this
_____
Agreement, unless otherwise specified in the Supple-
ment for a Series issued after September 30, 1997,
collections of Finance Charge Receivables allocable
to any Series that would otherwise be payable to
JCPR hereunder shall be treated as Collections of
Finance Charge Receivables allocable to any other
Series, including for purposes of determining the
Portfolio Yield (such allocation to any other Series
to be made on a pro rata basis based on the numera-
tor used in calculating the Investor Percentage with
respect to Finance Charge Receivables for such other
Series)."
9
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SECTION 2. Incorporation of Agreement.
__________________________
The Agreement, as modified by this Amendment
No. 1, is hereby incorporated by reference and forms a
part of this instrument with the same force and effect as
if set forth in full herein. In the event that any term
or provision contained herein shall conflict or be incon-
sistent with any term or provision contained in the
Agreement, the terms and provisions of this Amendment No.
1 shall govern. After the date hereof, any reference to
the Agreement shall mean the Agreement as amended by this
Amendment No. 1.
SECTION 3. Ratification of the Agreement.
_____________________________
As amended by this Amendment No. 1, the Agree-
ment is in all respects ratified and confirmed, and the
Agreement and this Amendment No. 1 shall be read, taken
and construed as one and the same instrument.
SECTION 4. Governing Law.
_____________
THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITH-
OUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 5. Counterparts.
____________
This Amendment No. 1 may be executed in two or
more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but
all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, JCPR, the Servicer and the
Trustee have caused this Amendment No. 1 to be duly exe-
cuted by their respective officers as of the day and year
first above written.
JCP RECEIVABLES, INC.
By /s/ Catherine A. Walther
__________________________________________________
Name: Catherine A. Walther
Title: President
J. C. PENNEY COMPANY, INC.
By /s/ Robert B. Cavanaugh
__________________________________________________
Name: Robert B. Cavanaugh
Title: Vice President and Treasurer
THE FUJI BANK AND TRUST COMPANY,
as Trustee
By /s/ Sharon Moore
__________________________________________________
Name: Sharon Moore
Title: Vice President
Consented to:
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
By: /s/ David Shrenzel By: /s/ Elizabeth A. Whalen
___________________ ____________________
Name: David Shrenzel Name: Elizabeth A. Whalen
Title: Director Title: Associate
<PAGE>
<PAGE>
EXHIBIT D-2
JCP RECEIVABLES, INC.
Buyer
and
JCPENNEY CARD BANK, NATIONAL ASSOCIATION
Seller
RECEIVABLES PURCHASE AGREEMENT
Dated as of October 15, 1997
<PAGE>
RECEIVABLES PURCHASE
____________________
AGREEMENT
_________
RECEIVABLES PURCHASE AGREEMENT, dated as of October
15, 1997, by and between JCPENNEY CARD BANK, NATIONAL
ASSOCIATION, a national banking association ("Seller"),
______
and JCP RECEIVABLES, INC., a Delaware corporation ("Buy-
____
er").
__
W I T N E S S E T H:
_ _ _ _ _ _ _ _ _ _
WHEREAS, Buyer desires to purchase from time to time
certain Receivables (hereinafter defined) due or to
become due to Seller under certain specified credit card
accounts of Seller; and
WHEREAS, Seller desires to sell from time to time
and assign certain Receivables to Buyer upon the terms
and conditions hereinafter set forth; and
WHEREAS, it is contemplated that the Receivables
purchased hereunder will be transferred by Buyer to the
Trust (hereinafter defined) in connection with the issu-
ance of certain Certificates (hereinafter defined); and
WHEREAS, Buyer will grant to the Trustee (hereinaf-
ter defined) a security interest in Buyer's rights relat-
ing to the Receivables under this Agreement, and Seller
agrees that all covenants and agreements made by Seller
herein with respect to the Accounts and Receivables shall
also be for the benefit of the Trustee and all holders of
the Certificates;
NOW, THEREFORE, it is hereby agreed by and between
Buyer and Seller as follows:
<PAGE>
ARTICLE I
DEFINITIONS
___________
Section 1.1 Definitions. Whenever used in this
___________ ___________
Agreement, the following words and phrases shall have the
following meanings:
"Account" shall mean each Additional Account (which
_______
may be in the same or different Cycles) as of each Addi-
tion Date identified in each computer file or microfiche
list delivered to Buyer by Seller pursuant to Section
2.2. The term "Account" shall be deemed to refer to an
Additional Account only from and after the Addition Date
with respect thereto, and the term "Account" shall be
deemed to refer to any Removed Account prior to but not
after the Repurchase Date with respect thereto.
"Addition Date" shall mean, with respect to any
_____________
Additional Accounts, the date five Business Days after
the period or date when such Additional Accounts are
required or permitted to be designated hereunder pursuant
to Section 2.2(a) hereof or the date such Additional
Account is added as an Account pursuant to Section 2.2(b)
hereof.
"Additional Accounts" shall mean the Eligible Ac-
___________________
counts designated after the Initial Closing Date in
accordance with Section 2.2.
"Agreement" shall mean this Receivables Purchase
_________
Agreement and all amendments hereof and supplements
hereto.
"Business Day" shall mean each day which is neither
____________
a Saturday, a Sunday nor any other day on which banking
institutions or trust companies in the State or City of
New York or the State of Texas are authorized or obligat-
ed by law or required by executive order or government
decree to be closed.
"Buyer" shall mean JCP Receivables, Inc., a Delaware
_____
corporation.
"Certificate" shall mean any one of any Series of
___________
Investor Certificates or the Exchangeable Certificate.
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"Certificateholder" or "Holder" shall mean the
_________________ ______
Person in whose name a Certificate is registered in the
Certificate Register.
"Certificate Register" shall mean the register
____________________
maintained pursuant to Section 6.3 of the Servicing
Agreement, providing for the registration of the Certifi-
cates and transfers and exchanges thereof.
"Conveyance Papers" shall have the meaning specified
_________________
in Section 4.1(b).
"Credit Adjustment" shall have the meaning specified
_________________
in Section 3.4 hereof.
"Credit Card Agreement" shall mean the Seller Credit
_____________________
Agreement, attached as Exhibit D, or a variant thereof,
as any such agreement may be amended, modified or other-
wise changed from time to time.
"Credit Card Guidelines" shall mean Seller's poli-
______________________
cies and procedures relating to the operation of its
credit card business, including, without limitation, the
policies and procedures for determining the credit-wor-
thiness of credit card customers, the extension of credit
to credit card customers, the terms on which repayments
are required to be made, and relating to the maintenance
of credit card accounts and collection of credit card
receivables, as such policies and procedures may be
amended from time to time by Seller.
"Credit Insurance" shall mean life, accident,
________________
health, disability or other insurance of an Obligor to
Seller to insure payment of any amount owing by such
Obligor under an Account and which proceeds of such
insurance are payable to Seller upon such Obligor's death
or disability.
"Cycle" shall mean, with respect to any Account, the
_____
monthly billing cycle for such Account as determined in
accordance with the Credit Card Guidelines as in effect
on the date of this Agreement.
"Date of Processing" shall mean, with respect to any
__________________
transaction, the date on which such transaction is first
recorded on the Seller's computer master file of accounts
3
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(without regard to the effective date of such recorda-
tion).
"Debtor Relief Laws" shall mean the Bankruptcy Code
__________________
of the United States of America and all other applicable
liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization,
suspension of payments, or similar debtor relief laws
from time to time in effect effecting the rights of
creditors generally.
"Defaulted Account" shall have the meaning set forth
_________________
in the Servicing Agreement.
"Eligible Account" shall mean, as of the relevant
________________
Notice Date in respect of Additional Accounts added
pursuant to subsection 2.2(a) or as of the date such
Account is added to a Cycle in respect of Additional
Accounts added pursuant to subsection 2.2(b), each Ac-
count:
(a) which is payable in United States
dollars; and
(b) which is serviced in any credit service
center of Seller which is located in the United States.
"Eligible Receivable" shall mean each Receivable:
___________________
(a) which has arisen under an Eligible Ac-
count;
(b) which was created in compliance, in all
material respects, with all Requirements of Law applica-
ble to Seller and Buyer and pursuant to a Credit Card
Agreement which complies, in all material respects, with
all Requirements of Law applicable to Seller and Buyer;
(c) with respect to which all consents, li-
censes, approvals or authorizations of, or registrations
or declarations with, any Governmental Authority required
to be obtained, effected or given by Seller and Buyer in
connection with the creation of such Receivable or the
execution, delivery and performance by Seller and Buyer
of the Credit Card Agreement pursuant to which such
Receivable was created, have been duly obtained, effected
4
<PAGE>
or given and are in full force and effect as of such date
of creation;
(d) as to which, at the time of the cre-
ation of such Receivable, Seller, Buyer or the Trust had
good and marketable title thereto free and clear of all
Liens arising under or through Seller or Buyer (other
than Liens permitted pursuant to subsection 5.1(d));
(e) which is the legal, valid and binding
payment obligation of the Obligor thereon, enforceable
against such Obligor in accordance with its terms, except
as such enforceability may be limited by applicable
Debtor Relief Laws, and except as such enforceability may
be limited by general principles of equity (whether
considered in a suit at law or in equity); and
(f) which constitutes an "account" under
and as defined in Article 9 of the UCC as then in effect
in any state where the Seller's chief executive office or
books and records relating to the Receivables are locat-
ed.
"Exchangeable Certificate" shall mean the certifi-
________________________
cate designated the "Exchangeable Certificate" under the
Servicing Agreement executed by Buyer and authenticated
by the Trustee and exchangeable for one or more Series of
Investor Certificates and a reissued Exchangeable Certif-
icate pursuant to the Servicing Agreement.
"Finance Charge Receivables" shall have the meaning
__________________________
set forth in the Servicing Agreement.
"Governmental Authority" shall mean the United
______________________
States of America, any state or other political subdivi-
sion thereof and any equity exercising executive, legis-
lative, judicial, regulatory or administrative functions
of or pertaining to government.
"Ineligible Receivable" shall have the meaning
_____________________
specified in Section 6.1.
"Insurance Proceeds" shall mean any amounts paid to
__________________
Seller pursuant to any Credit Insurance policies covering
any Obligor with respect to Receivables under such
Obligor's Account.
5
<PAGE>
"Insurance Receivables" shall mean all Receivables
_____________________
payable by Obligors for purchase of insurance, other than
Receivables for Credit Insurance.
"Investor Certificate" shall mean any one of the
____________________
certificates executed by Buyer and authenticated by the
Trustee pursuant to the Servicing Agreement.
"Lien" shall mean any mortgage, deed of trust,
____
pledge, hyopthecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), preference,
priority or other security agreement or preferential
arrangement of any kind or nature whatsoever, including,
without limitation, any conditional sale or other title
retention agreement, any financing lease having substan-
tially the same economic effect as any of the foregoing
and the filing of any financing statement under the
Uniform Commercial Code (other than such financing state-
ment filed for informational purposes only) or comparable
law of any jurisdiction to evidence any of the foregoing.
"Monthly Period" shall mean the period from and
______________
including the first day of the calendar month preceding a
related Settlement Date to and including the last day of
such calendar month.
"Notice Date" shall have the meaning specified in
___________
Section 2.2.
"Obligor" shall mean, with respect to any Account,
_______
the Person or Persons obligated to make payments with
respect to such Account, including any guarantor thereof.
"Periodic Finance Charges" shall mean the finance
________________________
charges specified in the Credit Card Agreements.
"Person" shall mean any legal person, including any
______
individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated
organization, government entity or other entity of simi-
lar nature.
"Principal Receivable" shall have the meaning set
____________________
forth in the Servicing Agreement.
"Purchase Price" shall have the meaning set forth in
______________
Section 3.1.
6
<PAGE>
"Receivable" shall mean any amount owing by the
__________
Obligors under an Account (including amounts in Defaulted
Accounts) from time to time, including, without limita-
tion, amounts owing for the payment of goods and servic-
es, Periodic Finance Charges, late charges, returned
check fees, Special Fees and premiums for Credit Insur-
ance, if any, but shall exclude therefrom for all purpos-
es Insurance Receivables unless provided to the contrary
in any Supplement.
"Reconveyance" shall mean an instrument substantial-
____________
ly in the form and upon the terms of Exhibit B hereto.
"Recoveries" shall have the meaning set forth in the
__________
Servicing Agreement.
"Removed Accounts" shall have the meaning set forth
________________
in Section 6.2.
"Requirements of Law" for any Person shall mean the
___________________
certificate of incorporation or articles of association
and by-laws or other organizational or governing docu-
ments of such Person, and any law, rule or regulation, or
determination of an arbitrator or Governmental Authority,
in each case applicable to or binding upon such Person or
to which such Person is subject, whether federal, state
or local (including, without limitation, usury laws, the
Federal Truth in Lending Act and retail installment sales
acts).
"Repurchase Date" shall have the meaning set forth
_______________
in Section 6.2.
"Repurchase Notice Date" shall have the meaning set
______________________
forth in Section 6.2.
"Repurchase Price" shall mean the Repurchase Price
________________
specified in subsection 6.1(c) or 6.2(a), as the case may
be.
"Seller" shall mean JCPenney Card Bank, National
______
Association, a national banking association.
"Series" shall mean any Series of Investor Certifi-
______
cates issued pursuant to the Servicing Agreement.
7
<PAGE>
"Servicer" shall mean initially J. C. Penney Compa-
________
ny, Inc. and thereafter any Person appointed as successor
under the Servicing Agreement to service the Receivables.
"Servicing Agreement" shall mean the Master Pooling
___________________
and Servicing Agreement, dated as of September 5, 1988
among Servicer, Buyer, and The Fuji Bank and Trust Compa-
ny, a New York banking corporation, as Trustee, and all
amendments and supplements thereto.
"Settlement Date" shall have the meaning specified
_______________
in Section 3.5.
"Settlement Statement" shall mean a document sub-
____________________
stantially in form of Exhibit C hereto.
"Special Fees" shall mean Receivables which are fees
____________
which are not now but may from time to time be assessed
on the Accounts.
"Supplemental Conveyance" shall mean an instrument
_______________________
substantially in form and upon the terms of Exhibit A
hereto.
"Trust" shall mean the trust created by the Servic-
_____
ing Agreement.
"Trustee" shall mean the institution executing the
_______
Servicing Agreement as Trustee, or its successor in
interest, or any successor or additional trustee appoint-
ed as provided in the Servicing Agreement.
"UCC" shall mean the Uniform Commercial Code, as
___
amended from time to time, as in effect in any specified
jurisdiction.
Section 1.2 Other Definitional Provisions.
___________ _____________________________
(a) All terms defined in this Agreement
shall have the defined meanings when used in any certifi-
cate, other document, or Conveyance Paper made or deliv-
ered pursuant hereto unless otherwise defined therein.
(b) All terms defined in the Servicing
Agreement shall have the defined meanings when used in
this Agreement or in any certificate, document, or Con-
8
<PAGE>
veyance Paper made or delivered pursuant hereto, unless
otherwise defined herein or therein.
(c) The words "hereof", "herein" and
"hereunder" and words of similar import when used in that
Agreement or any Conveyance Paper shall refer to this
Agreement as a whole and not to any particular provision
of this Agreement; and Section, Subsection, Schedule and
Exhibit references contained in this Agreement are refer-
ences to Sections, Subsections, Schedules and Exhibits in
or to this Agreement unless otherwise specified.
(d) All determinations of the principal or
finance charge balance of Receivables, and of any collec-
tions thereof, shall be made in accordance with Section
1.3 of the Servicing Agreement.
ARTICLE II
PURCHASE AND CONVEYANCE OF RECEIVABLES
______________________________________
Section 2.1 Purchase. (a) Subject to and upon the
___________ ________
terms and conditions hereinafter set forth, Seller, on
each Addition Date, shall sell, transfer, convey and
assign to Buyer, without recourse, all of Seller's
rights, titles, and interests in, to, and under the
Receivables then existing or thereafter created in re-
spect of each Additional Account designated in a Supple-
mental Conveyance effective on the Addition Date there-
for, together with all monies due or to become due with
respect thereto (including all Finance Charge Receiv-
ables), all proceeds thereof (including, without limita-
tion, "proceeds" as defined in the UCC in any state where
Seller's or Servicer's chief executive offices or books
and records relating to Receivables are located), and
Insurance Proceeds relating thereto.
(b) [reserved]
(c) [reserved]
Section 2.2 Addition of Additional Accounts.
_______________________________________________
(a) If from time to time, Buyer becomes obligated to
require Seller to designate Additional Accounts pursuant
to Section 2.6(a) of the Servicing Agreement, then Buyer
shall give Seller written notice thereof on or before the
9
<PAGE>
fifth Business Day (the "Notice Date") prior to the
___________
Addition Date therefor and Seller shall on or before the
Addition Date designate sufficient Eligible Accounts to
be included as Additional Accounts so that after the
inclusion thereof Buyer will be in compliance with the
requirements of said Section 2.6(a). Additionally,
subject to the limitations, if any, on Buyer's ability to
add Additional Accounts under Section 2.6(b) of the
Servicing Agreement, from time to time Eligible Accounts
may be designated to be included as Additional Accounts,
upon the mutual agreement of Buyer and Seller. In either
event, Seller shall have sole responsibility for select-
ing the Additional Accounts and shall on or prior to the
Addition Date therefor execute and deliver a Supplemental
Conveyance identifying the Additional Accounts by account
number and Receivables balance as of the Addition Date,
which Supplemental Conveyance shall then be effective
upon receipt by Buyer.
(b) At any time that Receivables in sub-
stantially all Eligible Accounts of any Cycle have been
transferred to the Trust, then, in accordance with Sec-
tion 2.6(c) of the Servicing Agreement, on each day that
an Eligible Account is added to such Cycle, such Eligible
Account shall, until notice from either party hereto to
the other to the contrary, automatically be designated to
be included as an Additional Account effective as of such
date of inclusion in such Cycle. Seller shall on or
before five Business Days after the first day of each
calendar month next succeeding the Monthly Period of such
conveyance execute a Supplemental Conveyance identifying
all such Additional Accounts so designated during the
preceding Monthly Period, identifying such Additional
Accounts by account number and the aggregate amount of
the Receivables in such Additional Accounts as of such
fifth Business Day of the month.
(c) On or before each Addition Date with
respect to Additional Accounts added pursuant to Section
2.2(a) and on or before five Business Days after the
first day of the Monthly Period next succeeding the
calendar month in which Additional Accounts were added
pursuant to Section 2.2(b), Seller (i) shall indicate in
its computer files that the Receivables created in con-
nection with such Additional Accounts have been sold by
Seller to Buyer in accordance with this Agreement and
transferred by Buyer to the Trust pursuant to the Servic-
10
<PAGE>
ing Agreement, and (ii) shall deliver to Buyer a computer
file or microfiche list containing a true and complete
list of all Additional Accounts designated in the respec-
tive Supplemental Conveyance, or, if Buyer shall so di-
rect, such computer file or microfiche list shall be
delivered to the Trustee pursuant to the Servicing Agree-
ment. Seller's failure to deliver the list prior to
termination shall not be deemed to render such transfer
executory or uncompleted.
ARTICLE III
CONSIDERATION AND PAYMENT
_________________________
Section 3.1 Purchase Price. The Purchase Price
___________ ______________
for the Receivables conveyed to the Buyer under this
Agreement shall be a dollar amount equal to the total
recorded unpaid balance of the Principal Receivables on
each day that Additional Receivables are created in Addi-
tional Accounts on or after the Addition Date in respect
thereof.
Section 3.2 [Reserved]
___________
Section 3.3 Payment of Purchase Price. The
___________ _________________________
Purchase Price for Receivables shall be paid or provided
for on each Addition Date (other than Addition Dates
arising under Section 2.2(b)), and each Settlement Date,
as the case may be, in either of the following ways (or
any combination thereof) as Buyer and Seller may mutually
agree from time to time: (i) by payment in cash in
immediately available funds; or (ii) in the event that
the total Purchase Price is not paid in full in cash as
aforesaid, by the sale, transfer, and assignment by Buyer
to Seller on each Addition Date (other than Addition
Dates arising under Section 2.2(b)) and each Settlement
Date, as the case may be, of participation interest in
and to Buyer's interest in the Trust, including, without
limitation, Buyer's interest in the Exchangeable Certifi-
cate, in the principal amount of such cash shortfall, as
such principal amount may be adjusted from time to time
hereunder. The characteristics of such participation
interest shall be as follows:
(a) the principal amount of the participa-
tion interest outstanding from time to time shall
11
<PAGE>
accrue interest from the initial date of purchase
until payment thereof, payable monthly on each
Settlement Date in respect of the number of days
unpaid during the preceding Monthly Period, at a
monthly rate of interest (calculated on the basis of
a 30-day month) equal to the lesser of (A) 0.75% or
(B) the monthly percentage return equivalent to the
amount paid to Buyer as holder of the Exchangeable
Certificate pursuant to subsection 4.3(c)(iii) of
the Servicing Agreement in respect of collections of
Finance Charge Receivables during the Monthly Period
prior to such Settlement Date, after deducting from
such payments the amount of Servicing Fee paid or
payable by Buyer with respect to such Monthly Period
pursuant to Section 3.2 of the Servicing Agreement,
the amount of the Default Amount allocated to the
Exchangeable Certificate with respect to such Month-
ly Period, and the amount of any fees or other
amounts payable by Buyer to any Letter of Credit
Bank or Repurchase Letter of Credit Bank with re-
spect to such Monthly Period;
(b) the accrued interest payable with
respect to any Monthly Period shall be paid in cash
on the Settlement Date next following the end of
such Monthly Period;
(c) the outstanding principal amount of
such participation interest shall be payable as, if
and when the Buyer receives any of the following
amounts from the Trustee or the Servicer: (i)
payments with respect to Principal Receivables
allocable to the Exchangeable Certificate; (ii)
payments of any portion of the Finance Charge Re-
ceivables paid with respect to the Exchangeable
Certificate, representing an amount equal to any
Default Amount allocable to the Exchangeable Certif-
icate; (iii) payments of any amounts paid to Buyer
pursuant to subsections 4.3(c)(i)(B), 4.5(b), or
4.5(c) of the Servicing Agreement; and (iv) the
proceeds arising from the sale by Buyer of any
Investor Certificates received upon an exchange of
the Exchangeable Certificate;
(d) unless otherwise agreed by Buyer and
Seller, all additions to, subtractions from and
other adjustments to the principal balance of the
12
<PAGE>
participation interest shall be deemed for all pur-
poses hereof to be effective as of the Settlement
Date in the Monthly Period during which the event
giving rise to such addition, subtraction or adjust-
ment occurs; and
(e) the obligation of Buyer to repay the
holder of the participation interest from the
amounts paid to Buyer in respect of Finance Charge
Receivables, Principal Receivables, and other sourc-
es of funds described in items (a) and (c) immedi-
ately preceding in the manner prescribed in this
Section 3.3 shall be the sole and exclusive remedy
available to Seller or any holder of the participa-
tion interest and no further or additional recourse
shall be available against Buyer.
Buyer, at its option, may prepay all or any portion of
the principal balance of the participation interest at
any time.
Section 3.4 Adjustments to Purchase Price. The
___________ _____________________________
Purchase Price shall be adjusted on a monthly basis (a
"Credit Adjustment") with respect to any Receivable (i)
_________________
which was created in respect of merchandise refused or
returned by the Obligor thereunder or as to which the
Obligor thereunder has asserted a counterclaim or de-
fense, (ii) which is reduced by Seller by any rebate,
refund, chargeback, or adjustment, or (iii) which was
created through a fraudulent or counterfeit charge, as
determined and allocated to the Accounts in the good
faith judgment of Servicer, or (iv) which was removed
from an Account and transferred to another Seller account
which is not an Account by reason of a request by the
Obligor to change Cycles.
Section 3.5 Settlement. On each "Distribution
___________ __________
Date" under the Servicing Agreement (herein, a "Settle-
_______
ment Date"), Seller shall deliver to Buyer a Settlement
_________
Statement in substantially the form of Exhibit C, showing
the aggregate Purchase Price of Receivables conveyed to
Buyer during the previous Monthly Period, the aggregate
Repurchase Price of Receivables repurchased during such
Monthly Period, the amount of interest due on such Set-
tlement Date with respect to such Monthly Period, the
amount of principal payments due with respect to such
Monthly Period and the amount which remained unpaid as of
13
<PAGE>
the end of such Monthly Period, any Credit Adjustments
made with respect to such Monthly Period pursuant to
Section 3.4 hereof and the amounts of any adjustments to
the principal balance of the participation interest
during such Monthly Period. Any balance due from Buyer
to Seller or from Seller to Buyer as reflected on such
Settlement Statement which is not payable in immediately
available funds pursuant to Section 3.3 shall, unless
otherwise agreed, automatically be reflected as an ad-
justment to the principal balance of the participation
interest from Buyer to Seller maintained in accordance
with Section 3.3.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Seller's Representations and Warran-
___________ ____________________________________
ties. Seller hereby represents and warrants to, and
____
agrees with, Buyer as of date hereof that:
(a) Organization, Good Standing, and Quali-
_______________________________________
fication. Seller is a national banking association duly
________
organized and validly existing in good standing under the
laws of the United States of America, and has full power,
authority, and right to own its properties and to conduct
its business as such properties are presently owned and
such business is presently conducted, and to execute,
deliver, and perform its obligations under this Agree-
ment. Seller is duly qualified to do business and is in
good standing in each State of the United States where
the nature of its business requires it to be so quali-
fied.
(b) Due Authorization. The execution and
_________________
delivery of this Agreement, any Supplemental Conveyance
or any other document or instrument delivered pursuant
hereto or thereto (the "Conveyance Papers") and the
_________________
consummation of the transactions provided for in this
Agreement or any other Conveyance Paper have been duly
authorized by all necessary corporate action on the part
of Seller.
(c) No Conflict. The execution and deliv-
___________
ery of the Conveyance Papers, the performance of the
transactions contemplated by the Conveyance Papers, and
14
<PAGE>
the fulfillment of the terms of the Conveyance Papers
will not conflict with, result in any breach of any of
the material terms and provisions of, or constitute (with
or without notice or lapse of time or both) a material
default under, any indenture, contract, agreement, mort-
gage, deed of trust, or other instrument to which Seller
is a party or by which it or any of its properties are
bound.
(d) No Violation. The execution and deliv-
____________
ery of the Conveyance Papers, the performance of the
transactions contemplated by the Conveyance Papers, and
the fulfillment of the terms of the Conveyance Papers
will not conflict with or violate any material Require-
ments of Law applicable to Seller.
(e) No Proceedings. There are no proceed-
______________
ings or investigations pending or, to the best knowledge
of Seller, threatened against Seller, before any Govern-
mental Authority (i) asserting the invalidity of the
Conveyance Papers, (ii) seeking to prevent the consumma-
tion of any of the transactions contemplated by the
Conveyance Papers, (iii) seeking any determination or
ruling that, in the reasonable judgment of Seller, would
materially and adversely affect the performance by Seller
of its obligations under the Conveyance Papers, or (iv)
seeking any determination or ruling that would materially
and adversely affect the validity or enforceability of
the Conveyance Papers.
(f) All Consents Required. All approvals,
_____________________
licenses, authorizations, consents, orders, or other
actions of any Person or of any Governmental Authority
required in connection with the execution and delivery of
the Conveyance Papers, the performance of the transac-
tions contemplated by the Conveyance Papers, and the
fulfillment of the terms of the Conveyance Papers have
been obtained.
(g) [reserved]
(h) Existing Financing Statements. There
_____________________________
is no financing statement or similar statement or instru-
ment of registration under the law of any jurisdiction
now on file or registered in any public office covering
any interest of any kind in the Accounts or Receivables,
or intended so to be, and Seller will not execute or
15
<PAGE>
authorize there to be on file in any public office any
financing statement or similar statement or instrument of
registration under the laws of any jurisdiction relating
to the Accounts or Receivables, except any financing
statements or assignments to be filed in respect of and
covering any security or other interest of Buyer or the
Trustee pursuant to this Agreement or the Servicing
Agreement.
(i) Filings. All filings and recordings
_______
required to perfect the title of Buyer to the Receivables
purchased hereunder have been or will have been accom-
plished prior to each Addition Date and are or will be in
full force and effect, and Seller shall at its expense
perform all acts and execute all documents reasonably
requested by Buyer at any time to evidence, perfect,
maintain, and enforce the title of Buyer in such Receiv-
ables and the transfer thereof to the Trust. Seller
will, at the reasonable request of Borrower, execute and
file additional financing statements reasonably satisfac-
tory in form and substance to Buyer.
(j) Binding Obligation. The Conveyance
__________________
Papers constitute legal, valid and binding obligations of
Seller, enforceable against Seller in accordance with
their terms, except as such enforceability may be limited
by Debtor Relief Laws and except as such enforceability
may be limited by general principles of equity (whether
considered in a suit at law or in equity).
(k) Valid Conveyance. As of the applicable
________________
Addition Date, the Conveyance Papers then in existence
constitute a valid sale, assignment, and conveyance to
Buyer of all right, title, and interest of Seller in, to,
and under the Receivables then existing and thereafter
created in the Accounts, all monies due or to become due
with respect thereto (including all Finance Charge Re-
ceivables), together with all proceeds (including, with-
out limitation, "proceeds" as defined in the UCC in any
state where Seller's or Servicer's chief executive offi-
ces or books and records relating to Receivables are
located) of such Receivables and Insurance Proceeds
relating thereto, and such property will be held free and
clear of any Lien of any Person claiming through or under
Seller, except for Liens permitted under subsection
5.1(d).
16
<PAGE>
(l) Eligibility of Receivables. Seller
__________________________
hereby represents and warrants to Buyer as of the appli-
cable Addition Date that (i) each Receivable then exist-
ing is an Eligible Receivable, (ii) each Receivable then
existing has been conveyed to Buyer free and clear of any
Lien of any Person claiming through or under Seller and
in compliance, in all material respects, with all Re-
quirements of Law applicable to Seller and (iii) with
respect to each Receivable then existing, all consents,
licenses, approvals, or authorizations of or registra-
tions or declarations with any Governmental Authority
required to be obtained, effected or given by Seller in
connection with the transfer of such Receivable to Buyer
have been duly obtained, effected, or given and are in
full force and effect. On each day on which any new
Receivable is conveyed by Seller to Buyer hereunder,
Seller shall be deemed to represent and warrant to Buyer
that (i) each Receivable conveyed on such day is an
Eligible Receivable, (ii) each Receivable conveyed on
such day has been conveyed to Buyer free and clear of any
Lien of any Person claiming through or under Seller and
in compliance, in all material respects, with all Re-
quirements of Law applicable to Seller, (iii) with re-
spect to each such Receivable, all consents, licenses,
approvals or authorization of or registration of declara-
tions with, any Governmental Authority required to be
obtained, effected, of given by Seller in connection with
the conveyance of such Receivable to the Trust have been
duly obtained, effected or given and are in full force
and effect, and (iv) the representations and warranties
set forth in Subsections 4.1(j) and (k) are true and
correct with respect to each Receivable transferred on
such day as if made on such day.
Section 4.2 Seller's Representations and Warran-
___________ ____________________________________
ties Regarding Additional Accounts. Seller represents
__________________________________
and warrants, and agrees with Buyer, as of each Addition
Date, that:
(a) Reconfirmation of Representation and
____________________________________
Warranties. All representations and warranties made by
__________
Seller pursuant to Section 4.1 hereof remain true and
correct in all respects as of such Addition Date as if
made on such date.
(b) Identification of Accounts and Receiv-
______________________________________
ables. Seller has, as of the Addition Date with respect
_____
17
<PAGE>
to Additional Accounts added pursuant to subsection
2.2(a), and will have, as of the fifth Business Day after
the first day of the calendar month occurring after any
Addition Date occurring under subsection 2.2(b), (i)
indicated in its computer files that Receivables created
in respect of the Additional Accounts have been sold to
Buyer in accordance with this Agreement and transferred
to the Trust pursuant to the Servicing Agreement for the
benefit of the Certificateholders and (ii) delivered to
Buyer (or to the Trustee, if so directed by Buyer) a
computer file or microfiche list containing a true and
correct list of all such Additional Accounts, identified
by account number and by the Receivable balance as of the
Addition Date for Additional Accounts added pursuant to
subsection 2.2(a) hereof and as of such fifth Business
Day of a calendar month with respect to Additional Ac-
counts added pursuant to subsection 2.2(b) hereof.
(c) Eligibility of Accounts. Each Addi-
_______________________
tional Account is, as of the Addition Date, an Eligible
Account.
(d) Selection Procedures. No selection
____________________
procedures believed by Seller to be materially adverse to
the interests of Buyer or its successors and assigns were
utilized by Seller in selecting the Additional Accounts
from Seller's available Eligible Accounts.
(e) Insolvency. Seller is not insolvent as
__________
of the Addition Date.
(f) [reserved]
(g) Valid Conveyance. As of each Addition
________________
Date, a valid sale, assignment, and conveyance to Buyer
of all right, title, and interest of Seller in, to and
under the Receivables then existing and thereafter creat-
ed in respect of the Additional Accounts, all monies due
or to become due with respect thereto (including all
Finance Charge Receivables), together with all proceeds
(including, without limitation, "proceeds" as defined in
the UCC in any state where Seller's or Servicer's chief
executive offices or books and records relating to the
Receivables are located) of such Receivables and Insur-
ance Proceeds relating thereto, has been consummated, and
such property will be held free and clear of any Lien of
18
<PAGE>
any Person claiming through or under Seller, except for
Liens permitted under Section 5.1(d).
Section 4.3 Representations and Warranties of
___________ _________________________________
Buyer. As of the date hereof, and each Addition Date,
_____
Buyer hereby represents and warrants to, and agrees with,
Seller that:
(a) Organization and Good Standing. Buyer
______________________________
is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware and
has full corporate power, authority, and right to own its
properties and to conduct its business as such properties
are presently owned and such business is presently con-
ducted, and to execute, deliver, and perform its obliga-
tions under the Conveyance Papers.
(b) Due Qualification. Buyer is neither
_________________
required to qualify, nor to register, as a foreign corpo-
ration in any state other than the State of Texas, in
order to conduct its business, and has obtained all
necessary licenses and approvals with respect to Buyer
required under federal and Delaware law.
(c) Due Authorization. The execution and
_________________
delivery of the Conveyance Papers and the consummation of
the transactions provided for in the Conveyance Papers
have been duly authorized by Buyer by all necessary
corporate action on the part of Buyer.
(d) No Conflict. The execution and deliv-
___________
ery of the Conveyance Papers, the performance of the
transactions contemplated by the Conveyance Papers and
the fulfillment of the terms of the Conveyance Papers
will not conflict with, result in any breach of any of
the material terms and provisions of, or constitute (with
or without notice or lapse of time or both) a material
default under, any indenture, contract, agreement, mort-
gage, deed of trust, or other instrument to which Buyer
is a party or by which it or any of its properties are
bound.
(e) No Violation. The execution and deliv-
____________
ery of the Conveyance Papers, the performance of the
transactions contemplated by the Conveyance Papers, and
the fulfillment of the terms of the Conveyance Papers
19
<PAGE>
will not conflict with or violate any Requirements of Law
applicable to Buyer.
(f) No Proceedings. There are no proceed-
______________
ings or investigations pending or, to the best knowledge
of Buyer, threatened against Buyer, before any Governmen-
tal Authority (i) asserting the invalidity of the Convey-
ance Papers, (ii) seeking to prevent the consummation of
any of the transactions contemplated by the Conveyance
Papers, (iii) seeking any determination or ruling that,
in the reasonable judgment of Buyer, would materially and
adversely affect the performance by Buyer of its obliga-
tions under the Conveyance Papers, or (iv) seeking any
determination or ruling that would materially and ad-
versely affect the validity or enforceability of the
Conveyance Papers.
(g) All Consents Required. All approvals,
_____________________
authorizations, licenses, consents, orders, or other
actions of any Person or of any Governmental Authority
required in connection with the execution and delivery of
the Conveyance Papers, the performance of the transac-
tions contemplated by the Conveyance Papers, and the
fulfillment of the terms of the Conveyance Papers have
been obtained.
The representations and warranties set forth in this
Article IV shall survive the conveyance of the Receiv-
ables to Buyer, and termination of the rights and obliga-
tions of the Buyer and Seller under this Agreement. Upon
discovery by Buyer or Seller of a breach of any of the
foregoing representations and warranties, the party
discovering such breach shall give prompt written notice
to the other.
ARTICLE V
COVENANTS OF SELLER AND BUYER
_____________________________
Section 5.1 Seller Covenants. Seller hereby
___________ ________________
covenants and agrees with Buyer as follows:
(a) Credit Card Agreements and Guidelines.
_____________________________________
Seller shall comply with and perform its obligations
under the Credit Card Agreements relating to the Accounts
and the Credit Card Guidelines, except insofar as any
20
<PAGE>
failure so to comply or conform would not materially and
adversely affect the rights of the Trust or the Certifi-
cateholders under the Servicing Agreement or under the
Certificates. In that regard, except as aforesaid, and
so long as such changes are made applicable to comparable
segments of the revolving credit card accounts owned and
serviced by Seller which have characteristics the same
as, or substantially similar to, the Accounts pursuant to
which the Receivables were created, Seller shall be free
to change the terms and provisions of such Credit Card
Agreement or the Credit Card Guidelines in any respect
(including, without limitation, the calculation of the
amount, the timing, or charge-offs).
(b) Periodic Finance Charges and Other
__________________________________
Fees. Except as otherwise required by any Requirements
____
of Law or as is deemed by Seller to be necessary in order
for Seller to maintain its business on a competitive
basis based on a good faith assessment by Seller of the
nature of its competition in its business, Seller shall
not reduce at any time (x) the Periodic Finance Charges
assessed in respect of any Accounts, or (y) any other
fees charged on any of the Accounts, if as a result of
such reduction, Seller's reasonable expectation of the
Portfolio Yield (as defined in the Servicing Agreement)
as of such date would be less than the highest of the
Base Rates (as defined in the Servicing Agreement) for
the Series then outstanding.
(c) Receivables Not to be Evidenced by
__________________________________
Promissory Notes or Chattel Paper. Seller will take no
_________________________________
action to cause any Receivable to be evidenced by any
"instrument" (as defined in the UCC as in effect in every
state where Seller's or Servicer's chief executive offic-
es or books and records relating to such Receivables are
located). Each Receivable shall be payable pursuant to a
contract which does not create a Lien on any goods pur-
chased thereunder; provided, however that any such con-
________ _______
tract which shall be governed by Florida law may provide
for the retention of a security interest in any goods
purchased by the Obligor, except those goods that are
goods that are considered real property under Florida
law.
(d) Security Interests. Except for the
__________________
conveyance hereunder, Seller will not sell, pledge,
assign or transfer to any other Person, or grant, create,
21
<PAGE>
incur, assume or suffer to exist any Lien on any Receiv-
able, whether now existing or hereafter created, or any
interest therein; Seller will immediately notify Buyer
and the Trustee of the existence of any Lien on any
Receivable; and Seller shall defend the right, title, and
interest of Buyer and its successors and assigns in, to,
and under the Receivables, whether now existing or here-
after created, against all claims of third parties claim-
ing through or under Seller; provided, however, that
________ _______
nothing in this Section 5.1(d) shall prevent or be deemed
to prohibit Seller from suffering to exist upon any of
the Accounts or Receivables any Liens for state, munici-
pal or other local taxes if such taxes shall not at the
time be due and payable or if Seller shall concurrently
be contesting the validity thereof in good faith by
appropriate proceedings and shall have set aside on its
books adequate reserves with respect thereto.
(e) Location of Books and Records.
_____________________________
Seller's copies of originals or duplicates of all docu-
ments evidencing all Credit Card Agreements and Accounts
are kept by Seller at, and only at, the locations speci-
fied on Schedule One hereto, and Seller will not relocate
such offices, its chief executive office, or such docu-
ments or related records and books unless Seller shall
have given to Buyer not less than 15 days' written notice
of its intention to do so, clearly describing the new
location. If as a result of such relocation, the appli-
cable provisions of the UCC or any other applicable law
requires the filing of any amendment to any previously-
filed financing or continuation statement of the filing
of a new financing statement, Seller shall file such
financing statement or amendment as may be necessary with
respect to the transfer of Accounts (as defined in Sec-
tion 9-106 of the UCC in effect in any state where
Seller's chief executive office or books and records
relating to the Receivables are located). Seller shall
at all times maintain each office in which it maintains
records with respect to Receivables and its chief execu-
tive office within the United States of America. Addi-
tionally, Seller shall clearly and unambiguously identify
each Account in its computer or other records to reflect
that the Receivables arising in such Account have been
sold to Buyer and transferred by Buyer to the Trust
pursuant to the Servicing Agreement. Seller shall, prior
to the sale or transfer to a third party of any receiv-
able owned by Seller or held in its custody, examine its
22
<PAGE>
computer and other records to determine that such receiv-
able is not a Receivable.
(f) Change of Name or Corporate Structure.
_____________________________________
Within 30 days after Seller makes any change in its name,
identity, or corporate structure which would make any
financing statement or continuation statement filed
hereunder seriously misleading within the meaning of Sec-
tion 9-402(7) of the UCC as in effect in the state where
such financing statement or continuation statement was
filed, Seller shall file such financing statements or
amendments as may be necessary with respect to the trans-
fer of Accounts.
(g) [reserved]
(h) Further Assurances. Seller will make,
__________________
execute or endorse, acknowledge, and file or deliver to
Buyer from time to time such schedules, confirmatory
assignments, conveyances, transfer endorsements, powers
of attorney, certificates, reports and other assurances
or instruments and take such further steps relating to
the Receivables and other rights covered by this Agree-
ment, as Buyer may request and reasonably require.
(i) Indemnification. Seller agrees to
_______________
indemnify, defend and hold Buyer harmless from and
against any and all loss, liability, damage, judgment,
claim, deficiency, or expense (including interest, penal-
ties, reasonable attorneys' fees and amounts paid in
settlement) to which Buyer may become subject insofar as
such loss, liability, damage, judgment, claim, deficiency
or expense arises out of or is based upon (i) a breach by
Seller of its warranties and covenants contained in
Section 4.1. or (ii) the representations of Seller con-
tained in Section 4.2, or any information certified in
any Schedule delivered by Seller hereunder, being untrue
in any material respect at the time. The obligations of
Seller under this Section 5.1(i) shall be considered to
have been relied upon by Buyer and shall survive the
execution, delivery, and performance of this Agreement
regardless of any investigation made by Buyer or on its
behalf.
(j) Municipal and Local Taxes. Seller
_________________________
shall be responsible for collecting all state, local and
municipal taxes associated with the Accounts and Receiv-
23
<PAGE>
ables and for remitting the same to the appropriate
Governmental Authority, together with all tax returns,
reports, or affidavits required by such Governmental
Authority in connection therewith.
(k) Conveyance of Accounts. Seller shall
______________________
not convey, assign, exchange, or otherwise transfer the
Accounts to any Person prior to termination of this
Agreement and the Servicing Agreement.
(l) Purchase of Additional Participation in
_______________________________________
Exchangeable Certificate. If Buyer shall become obligat-
________________________
ed to purchase any Series of Investor Certificates pursu-
ant to Section 12.2(a) of the Servicing Agreement, all
conditions precedent to such purchase have been satisfied
other than the deposit into the Distribution Account as
required thereby and Buyer does not have sufficient cash
to make such deposit, Seller shall purchase a participa-
tion interest in the Exchangeable Certificate in an
amount equal to the amount of the deposit into the Dis-
tribution Account which Buyer is required to make pursu-
ant to subsection 12.2(a) of the Servicing Agreement; the
purchase of such participation interest shall be effected
on or prior to the date Buyer is required to make such
deposit into the Distribution Account. The participation
interest purchased pursuant hereto shall increase and be
in addition to any participation interest purchased by
Seller from Buyer pursuant to Section 3.3 hereof, and
shall have the same characteristics as the participation
interest described in such Section 3.3, accruing interest
from the date of purchase until repaid at the rate speci-
fied in Section 3.3.
Section 5.2 Buyer Covenants Regarding Nondisclo-
____________________________________
sure; Inspection. Buyer hereby covenants and agrees with
________________
Seller (and agrees to cause the Trustee) not to disclose
to any Person any of the account numbers or other infor-
mation contained in the computer files or microfiche
lists delivered to Buyer (or to Trustee if Buyer so
directs) pursuant to Sections 2.1, 2.2, 7.1(c), and
7.2(c) hereof, except as is required in connection with
the performance of the Trustee's duties under the Servic-
ing Agreement or in enforcing the rights of the Certifi-
cateholders and except such disclosures as are required
upon appointment of a successor Servicer under the Ser-
vicing Agreement. Buyer agrees (and shall cause the
Trustee) to take such measures as shall be reasonably
24
<PAGE>
requested by Seller to protect and maintain the security
and confidentiality of such information, and in connec-
tion therewith, shall allow Seller to inspect the appli-
cable security and confidentiality arrangements from time
to time in normal business hours. Buyer shall (and shall
cause the Trustee) to give Seller five days' prior writ-
ten notice of any disclosure pursuant to this Section
5.2.
ARTICLE VI
REPURCHASE OBLIGATION
Section 6.1 Mandatory Repurchase.
____________________
(a) Ineligible Receivables. In the event
______________________
of a breach of any representation and warranty set forth
in subsection 4.1(l) hereof, within 60 days (or with the
prior written consent of Buyer, such longer period speci-
fied in such consent) of the earlier to occur of the
discovery of such breach by Seller, or receipt by Seller
of written notice of such breach given by Buyer, Seller
shall repurchase and Buyer shall convey, without re-
course, representation, or warranty, all of Buyer's
right, title, and interest in each Principal Receivable
to which such breach relates (an "Ineligible Receivable")
_____________________
on the terms and conditions set forth below; provided,
________
however, that no such repurchase shall be required to be
_______
made with respect to such Ineligible Receivable if, on
any day within such 60-day period (or such longer period
as may be specified in the consent), either (i) the
representations and warranties in the second sentence of
subsection 4.1(l) with respect to such Ineligible Receiv-
able shall then be true and correct in all material
respects with respect to such Ineligible Receivable as if
such Ineligible Receivable had been conveyed to Buyer on
such day, or (ii) the aggregate amount of Ineligible
Receivables outstanding at any time and with respect to
which such representations and warranties continue to be
incorrect in any material respect does not in the sole
reasonable judgment of an officer of Buyer have a materi-
al adverse effect on the interest of the Trust in the
Receivables as a whole, including the ability of the
Servicer in its sole reasonable judgment to collect the
Receivables.
25
<PAGE>
(b) In the event of a breach of the repre-
sentations and warranties set forth in subsections 4.1(j)
and (k) hereof, Buyer may give Seller written notice
directing Seller to repurchase all of the Principal
Receivables after 45 days of such notice (or within such
longer period as may be specified in such notice); where-
upon, Seller shall repurchase and Buyer shall convey,
without recourse, representation, or warranty, all of
Buyer's right, title, and interest in all of the Princi-
pal Receivables on a Settlement Date first occurring
after such applicable period on the terms and conditions
set forth below; provided, however, that no such repur-
________ _______
chase shall be required to be made if, at any time during
such applicable period the representations and warranties
contained in subsections 4.1(j) and (k) shall then be
true and correct in all material respects.
(c) The Repurchase Price for the Principal
Receivables shall be an amount equal to: (i) for Ineligi-
ble Receivables repurchased pursuant to subsection 6.1(a)
hereof, the aggregate face amount of each such Ineligible
Receivables on the date of repurchase, and (ii) for
Principal Receivables repurchased pursuant to subsection
6.1(b) hereof, an amount equal to the "deposit amount"
paid pursuant to subsection 2.4(e) of the Servicing
Agreement. Payment of the Repurchase Price may be made,
at the option of Seller: (i) in immediately available
funds; (ii) as a reduction in the Seller's interest in
and to any participation interest in the Buyer's interest
in the Trust including, without limitation, Buyer's
interest in the Exchangeable Certificate held by Seller
pursuant to Sections 3.3 and 5.1(l) hereof in an amount
equal to the unpaid portion of the Repurchase Price; or
(iii) any combination of the foregoing; provided, howev-
________ ______
er, that Seller must make payment of a sufficient portion
__
of the Repurchase Price in immediately available funds to
enable Buyer to make any cash payment to the Trust then
required under the Servicing Agreement.
Section 6.2 Optional Repurchases. (a) Buyer
___________ ____________________
shall have the option to require Seller to repurchase all
of Buyer's rights, and interests in, to and under all
Receivables created pursuant to certain Accounts desig-
nated by Buyer (the "Removed Accounts"); provided that,
________________ _____________
Buyer shall only be entitled to require such repurchase
(i) if Buyer is able to effect a retransfer of such
Receivables from the Trust in compliance with Sections
26
<PAGE>
2.7 or 10.2 of the Servicing Agreement, and (ii) if Buyer
and Seller mutually agree as to the designation of the
Removed Accounts. On or before the fifth Business Day
(the "Repurchase Notice Date") prior to the date on which
______________________
the Removed Accounts will be designated by Buyer, Buyer
shall give Seller written notice of its election to
require Seller to so repurchase the Receivables of the
Removed Accounts on the date specified in such notice
(the "Repurchase Date"). The Repurchase Price for an
_______________
optional repurchase effected pursuant to this Section
6.2(a) shall be: (i) for Receivables purchased pursuant
to Section 2.7 of the Servicing Agreement, an amount
equal to the unpaid Principal Receivables repurchased on
the Repurchase Date and (ii) for Receivables purchased
pursuant to Section 10.2 of the Servicing Agreement, an
amount equal to the "deposit amount" paid in compliance
with Section 10.2 of the Servicing Agreement. Upon
execution and delivery of any Reconveyance effecting any
repurchase as contemplated in this Section 6.2(a), Buyer
shall have no further right, title, or interest in any
Receivables from the Removed Accounts.
(b) Payment of the Repurchase Price as
specified in Section 6.2(a) above shall be made in any
manner provided for in Section 6.1 hereof; provided,
________
however, that Seller must make payment of a sufficient
_______
portion of the Repurchase Price in immediately available
funds to enable Buyer to make any cash payment to the
Trust then required under the Servicing Agreement.
Section 6.3 Conveyance of Repurchased Receiv-
___________ _________________________________
ables. On or prior to the date that Seller is required
_____
to repurchase Receivables under Section 6.1, or on the
date Seller is permitted to purchase any Receivables
under Section 6.2, or on any Repurchase Date, as the case
may be, Buyer shall execute and deliver to Seller a
Reconveyance substantially in the form and upon the terms
of Exhibit B hereto, pursuant to which Buyer conveys to
Seller all of Buyer's right, title, and interest in the
repurchased Receivables and, with respect to repurchases
effected pursuant to Section 6.2 hereof, within three
Business Days thereafter, a computer file or microfiche
list containing a true and complete list of all Removed
Accounts identified by account number and the aggregate
amount of the Receivables in such Removed Accounts as of
the Repurchase Notice Date. Buyer shall (and shall cause
the Trustee to) execute such other documents or instru-
27
<PAGE>
ments of conveyance or take such other actions as Seller
may reasonably require to effect any repurchase of Re-
ceivables pursuant to this Article VI.
Section 6.4 Sole Remedy. The obligation of
___________ ___________
Seller to repurchase the Ineligible Receivables pursuant
to Section 6.1 hereof shall constitute the sole remedy
available to Buyer, the Trustee, any Certificateholder,
any Letter of Credit Bank, or any other Person respecting
any breach of the representations and warranties set
forth in subsections 4.1(j), (k), and (l) with respect to
such Receivables.
Section 6.5 Selection of Removed Accounts. By
___________ _____________________________
giving the written notice on the Repurchase Notice Date
as required in Section 6.2 and by acceptance of the
Reconveyance, Seller represents and warrants that no
selection procedures believed by Seller to be materially
adverse to the interests of Buyer or the holders of the
Certificates were utilized in selecting the Removed
Accounts.
ARTICLE VII
CONDITIONS PRECEDENT
____________________
Section 7.1 [reserved]
___________
Section 7.2 Conditions to Buyer's Obligations
___________ _________________________________
Regarding Supplemental Conveyances. The obligations of
__________________________________
Buyer to purchase any Receivables created under any
Additional Accounts shall be subject to the satisfaction
of the following conditions:
(a) All representations and warranties of
Seller contained in this Agreement shall be true and
correct on the Addition Date with the same effect as
though such representations and warranties had been made
on such date;
(b) All information concerning the Addi-
tional Accounts provided or to be provided to Buyer shall
be true and correct in all material respects as of the
Addition Date with respect to Additional Accounts added
pursuant to subsection 2.2(a) and as of the fifth Busi-
ness Day after the first day of the calendar month occur-
28
<PAGE>
ring after any Addition Date arising under subsection
2.2(b);
(c) Seller shall have, on or before each
Addition Date with respect to Additional Accounts added
pursuant to subsection 2.2(a) and on or before the fifth
Business Day after the first day of the Monthly Period
occurring after any Addition Date arising under subsec-
tion 2.2(b): (i) indicated in its computer files that
Receivables created in respect of the Additional Accounts
have been sold to Buyer in accordance with this Agreement
and transferred to the Trust pursuant to the Servicing
Agreement for the benefit of the Certificateholders; (ii)
delivered to Buyer (or to the Trustee, if so directed by
Buyer) a computer file or microfiche list containing a
true and correct list of all such Additional Accounts,
identified by account number and by the Receivable bal-
ance as of the Addition Date for Additional Accounts
added pursuant to subsection 2.2(a) or as of such fifth
Business Day of a Monthly Period with respect to Addi-
tional Accounts added pursuant to subsection 2.2(b)
hereof; and (iii) substantially performed all other
obligations required to be performed by the provisions of
this Agreement;
(d) Seller shall have executed and deliv-
ered a Supplemental Conveyance in conformity with the
requirements of Section 2.2 hereof; and
(e) Seller shall have recorded and filed,
at its expense, any financing statement with respect to
the Receivables in such Additional Accounts now existing
and hereafter created in connection with the transfer of
accounts (as defined in Section 9-106 of the UCC as in
effect in any state where Seller's or Servicer's chief
executive offices or books and records relating to the
Receivables are located) meeting the requirements of
applicable state law in such manner and in such jurisdic-
tions as are necessary to perfect the sale of the Receiv-
ables from Seller to Buyer, and shall deliver a file-
stamped copy of such financing statements or other evi-
dence of such filings (which may, for purposes of this
paragraph, consist of telephone confirmations of such
filings) to Buyer.
Section 7.3 Conditions Precedent to Seller's
___________ ________________________________
Obligations. The obligations of Seller to sell Re-
___________
29
<PAGE>
ceivables on any Addition Date shall be subject to the
satisfaction of the following conditions:
(a) All representations and warranties of
Buyer contained in this Agreement shall be true and
correct with the same effect as though such representa-
tions and warranties had been made on such date;
(b) Payment or provision for payment of the
Purchase Price in accordance with the provisions of
Section 3.3 and 3.4 hereof.
(c) All corporate and legal proceedings and
all instruments in connection with the transactions
contemplated by this Agreement shall be satisfactory in
form and substance to Seller, and Seller shall have
received from Buyer copies of all documents (including,
without limitation, records of corporate proceedings)
relevant to the transactions herein contemplated as
Seller may reasonably have requested.
ARTICLE VIII
TERM & TERMINATION
__________________
Section 8.1 Term. This Agreement shall commence
___________ ____
as of the date of execution and delivery hereof and shall
continue in full force and effect until: (a) the Trust
terminates; or (b) upon the occurrence of any of the
following events: Buyer or Seller shall (i) become
insolvent, (ii) fail to pay its debts generally as they
become due, (iii) voluntarily seek, consent to, or acqui-
esce in the benefit or benefits of any Debtor Relief Law,
(iv) become a party to (or be made the subject of) any
proceeding provided for by any Debtor Relief Law, other
than as a creditor or claimant, and, in the event such
proceeding is involuntary, the petition instituting same
is not dismissed within 90 days after its filing; provid-
_______
ed, however, that Buyer shall have no duty to continue to
__ _______
purchase Receivables or accept designation of Additional
Accounts from and after the filing of an involuntary
petition but prior to dismissal; or (v) become unable for
any reason to convey or reconvey Receivables in accor-
dance with the provisions of this Agreement; provided,
________
however, that the termination of this Agreement pursuant
_______
to this subsection 8.1(b) hereof shall not discharge any
30
<PAGE>
Person from any obligations incurred prior to such termi-
nation, including, without limitation, any obligations
with respect to Receivables sold prior to such termina-
tion.
Section 8.2 Effect of Termination. No termina-
___________ _____________________
tion nor rejection or failure to assume the executory
obligations of this Agreement in the insolvency or bank-
ruptcy of Seller or Buyer shall be deemed to impair or
affect the obligations pertaining to any executed sale or
executed obligations, including, without limitation,
pretermination breaches of representations and warranties
by Seller or Buyer. Without limiting the foregoing,
prior to termination, neither the failure of Seller to
deliver computer records of Additional Accounts or Set-
tlement Statements, nor the failure of Buyer to pay a
Settlement Statement shall render such transfer or obli-
gation executory, nor shall the continued duties of the
parties pursuant to Section 5 or Section 9.1 of this
Agreement render an executed sale executory.
ARTICLE IX
MISCELLANEOUS PROVISIONS
________________________
Section 9.1 Amendment. This Agreement and any
___________ _________
other Conveyance Papers and the rights and obligations of
the parties hereunder may not be changed orally, but only
by an instrument in writing signed by Buyer and Seller in
accordance with this Section 9.1. This Agreement and any
other Conveyance Papers may be amended from time to time
by Buyer and Seller to correct or supplement any other
provisions herein which may be inconsistent with any
other provisions herein or in any other Conveyance Papers
or to add any other provisions with respect to matters or
questions arising under this Agreement or any other
Conveyance Papers which shall not be inconsistent with
the provisions of this Agreement or any other Conveyance
Papers; provided, however, that such action shall not (as
________ _______
evidenced by an Opinion of Counsel delivered to the
Trustee) adversely affect in any material respect the
interests of the Trustee for the benefit of the Certifi-
cates, unless the Trustee shall consent thereto. Any
Supplemental Conveyance or Reconveyance executed in
accordance with the provisions hereof shall not be con-
sidered amendments to this Agreement.
31
<PAGE>
Section 9.2 Governing Law. This Agreement and
___________ _____________
the other Conveyance Papers shall be construed in accor-
dance with the laws of the State of New York, without
reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 9.3 Notices. All demands, notices and
___________ _______
communications hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at
or mailed by registered mail, return receipt requested,
to (a) in the case of Seller, East and Clark Streets,
Harrington, Delaware 19952, Attention: President, (b) in
the case of Buyer, 6501 Legacy Drive, Plano, Texas 75024,
Attention: Treasurer; or, as to each party, at such
other address as shall be designated by such party in a
written notice to each other party.
Section 9.4 Severability of Provisions. If any
___________ __________________________
one or more of the covenants, agreements, provisions or
terms of this Agreement or any other Conveyance Paper
shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions, or terms shall be
deemed severable from the remaining covenants, agree-
ments, provisions, or terms of this Agreement or any
other Conveyance Paper and shall in no way affect the
validity or enforceability of the other provisions of
this Agreement or of any other Conveyance Paper.
Section 9.5 Assignment. Notwithstanding any-
___________ __________
thing to the contrary contained herein, other than
Buyer's assignment of its rights, title and interests in,
to, and under this Agreement to the Trustee for the
benefit of the Certificateholders as contemplated by the
Servicing Agreement and Section 9.6 hereof, this Agree-
ment and all other Conveyance Papers may not be assigned
by the parties hereto.
Section 9.6 Acknowledgement and Agreement of
___________ ________________________________
Seller. By execution below, Seller expressly acknowl-
______
edges and agrees that all of Buyer's rights, titles, and
interests in, to, and under this Agreement, including,
without limitation, all of Buyer's rights, titles, and
interests in and to Receivables purchased pursuant to
this Agreement, shall be assigned by Buyer to the Trustee
for the benefit of the Certificateholders, and Seller
consents to such assignment. Additionally, Seller agrees
32
<PAGE>
for the benefit of the Trustee and the Letter of Credit
Banks that any amounts payable by Seller to Buyer hereun-
der which are to be paid by Buyer to the Trustee for the
benefit of the Certificateholders, including, without
limitation, payments to be made under subsections 5.1(1),
6.1(b), and 6.2 hereof, shall be paid by Seller, on
behalf of Buyer, directly to the Trustee.
Section 9.7 Further Assurances. Buyer and
___________ __________________
Seller agree to do and perform, from time to time, any
and all acts and to execute any and all further instru-
ments required or reasonably requested by the other party
more fully to effect the purposes of this Agreement and
the other Conveyance Papers, including, without limita-
tion, the execution of any financing statements or con-
tinuation statements or equivalent documents relating to
the Receivables for filing under the provisions of the
UCC or other law or any applicable jurisdiction.
Section 9.8 No Waiver; Cumulative Remedies. No
___________ ______________________________
failure to exercise and no delay in exercising, on the
part of Buyer or Seller, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and
not exhaustive of any rights, remedies, powers and privi-
lege provided by law.
Section 9.9 Counterparts. This Agreement and
___________ ____________
all other Conveyance Papers may be executed in two or
more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but
all of which together shall constitute one and the same
instrument.
Section 9.10 Binding Effect; Third-Party Benefi-
____________ ___________________________________
ciaries. This Agreement and the other Conveyance Papers
_______
will inure to the benefit of and be binding upon the
parties hereto and their respective successors and per-
mitted assigns. The Trustee shall be considered a third-
party beneficiary of this Agreement.
Section 9.11 Merger and Integration. Except as
____________ ______________________
specifically stated otherwise herein, this Agreement and
33
<PAGE>
the other Conveyance Papers set forth the entire under-
standing of the parties relating to the subject matter
hereof, and all prior understandings, written or oral,
are superseded by this Agreement and the other Conveyance
Papers. This Agreement and the other Conveyance Papers
may not be modified, amended, waived or supplemented
except as provided herein.
Section 9.12 Headings. The headings herein are
____________ ________
for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision
hereof.
Section 9.13 Schedules and Exhibits. The sched-
____________ ______________________
ules and exhibits attached hereto and referred to herein
shall constitute a part of this Agreement and are incor-
porated into this Agreement for all purposes.
Section 9.14 Estimation and Calculation of Fi-
____________ _________________________________
nance Charge Receivables. At all times and for all
________________________
purposes of this Agreement, the amount of Finance Charge
Receivables outstanding at any point in time shall be
determined in the manner described in Section 1.3 of the
Servicing Agreement.
34
<PAGE>
IN WITNESS WHEREOF, Buyer and Seller have caused
this Agreement to be duly executed by their respective
officers as of the day and year first above written.
JCP RECEIVABLES, INC.
By:___________________________
Title:
JCPENNEY CARD BANK, NATIONAL
ASSOCIATION
By:___________________________
Title:
35
<PAGE>
SCHEDULE ONE
[Locations of Documents]
36
<PAGE>
Exhibit A
_________
to Receivables Purchase Agreement
FORM OF SUPPLEMENTAL CONVEYANCE
_______________________________
SUPPLEMENTAL CONVEYANCE No. ___________ OF RECEIV-
ABLES IN ADDITIONAL ACCOUNTS (the "Supplemental Convey-
ance"), dated as of _____________, 19__, by and between
JCPENNEY CARD BANK, NATIONAL ASSOCIATION, a national
banking association ("Seller"), and JCP RECEIVABLES,
______
INC., a Delaware corporation ("Buyer") pursuant to the
_____
Receivables Purchase Agreement referred to below.
W I T N E S S E T H
_ _ _ _ _ _ _ _ _ _
WHEREAS, Buyer and Seller are parties to the Receiv-
ables Purchase Agreement, dated as of October 15, 1997
(hereinafter as such agreement may have been, or may from
time to time be, amended, supplemented or otherwise
modified, the "Purchase Agreement");
__________________
WHEREAS, pursuant to Section 2.2 of the Purchase
Agreement, (i) under certain conditions, Seller is re-
quired to sell Receivables in Additional Accounts; or
(ii) Seller may designate and sell Additional Accounts to
be included as Accounts; or (iii) under certain circum-
stances, an Eligible Account of any Cycle is to be auto-
matically included as an Additional Account;
WHEREAS, Seller now wishes to sell the Receivables
in the Additional Accounts described on Schedule One
hereto, whether now existing or hereafter created, to
Buyer; and
WHEREAS, Buyer is willing to accept such sale and
conveyance subject to the terms and conditions hereof;
NOW THEREFORE, Seller and Buyer hereby agree as
follows:
1. Defined Terms. Capitalized terms used
_____________
in this Supplemental Conveyance have their respective
meanings set forth in the Purchase Agreement, except that
"Addition Date" shall mean, with respect to the Addition-
_____________
al Accounts added pursuant to Section 2.2(a) of the
Exhibit A - Page 1
<PAGE>
Purchase Agreement and designated hereby, ______________,
19__.
2. Designation of Additional Accounts. On
__________________________________
or prior to the Addition Date, in respect of Additional
Accounts added pursuant to Section 2.2 of the Purchase
Agreement and on or before five Business Days after the
first day of the calendar month next succeeding the
calendar month in which Additional Accounts were added
pursuant to Section 2.2(b), Seller shall have delivered
to Buyer (or to the Trustee, if Buyer so directs) a
computer file or microfiche list containing a true and
complete list of all Seller accounts which as of the
Addition Date shall be deemed to be an Additional Ac-
count, such Additional Accounts being identified by
account number and the aggregate amount of the Receiv-
ables in such Additional Accounts as of the Addition Date
in respect of Additional Accounts added pursuant to
Section 2.2(a) of the Purchase Agreement or as of such
fifth Business Day of the month in respect of Additional
Accounts added during the preceding month pursuant to
Section 2.2(b) of the Purchase Agreement. Such list
shall be marked as Schedule One to this Supplemental
____________
Conveyance, delivered to Buyer as confidential and pro-
prietary and, as of the Addition Date, shall be incorpo-
rated into and made a part of this Supplemental Convey-
ance, the Purchase Agreement, and any other Conveyance
Paper.
3. Sale of Receivables. (a) For
___________________
value received, Seller does hereby sell, transfer, con-
vey, and assign to Buyer, without recourse, on and after
the Addition Date, all of Seller's right, title and
interest of in, to and under the Receivables now existing
or hereafter created in the Additional Accounts designat-
ed on Schedule One hereto, all monies due or to become
due with respect thereto (including all Finance Charge
Receivables), all proceeds thereof (including, without
limitation, "proceeds" as defined in the UCC in any state
where Seller's or Servicer's chief executive offices or
books and records relating to Receivables are located),
and Insurance Proceeds relating thereto.
(b) In connection with such sale and
conveyance, Seller agrees (i) to record and file at its
own expense, any financing statement for the purchase of
Exhibit A - Page 2
<PAGE>
accounts (as defined in Section 9-106 of the UCC as in
effect in any state where Seller's or Servicer's chief
executive offices or books and records relating to the
Receivables are located), with respect to the Receivables
now existing and hereafter created in the Additional
Accounts designated hereby meeting the requirements of
applicable state law and in such jurisdictions as are
necessary to perfect the sale of the Receivables from
Seller to Buyer and the transfer of such Receivables from
Buyer to the Trust, and (ii) to deliver a file-stamped
copy of such financing statements or other evidence of
such filings (which may, for purposes of this Section 3,
consist of telephone confirmations of such filing) to
Buyer (or to the Trustee, if Buyer so directs) on or
prior to the date of this Supplemental Conveyance.
(c) In connection with such sale and
conveyance, Seller further agrees, at its own expense, on
or prior to the date of this Supplemental Conveyance to
indicate in its computer files as required by the Pur-
chase Agreement that Receivables created in connection
with the Additional Accounts designated hereby have been
sold by Seller to Buyer in accordance with the Purchase
Agreement and transferred by Buyer to the Trust for the
benefit of the Certificateholders.
4. Acceptance by Buyer. Buyer hereby ac-
___________________
knowledges its acceptance of all right, title and inter-
est previously held by Seller in, to and under the Re-
ceivables sold and conveyed hereby. Buyer further ac-
knowledges that, prior to or simultaneously with the
execution and delivery of this Supplemental Conveyance,
Seller delivered to Buyer or to the Trustee the computer
file or microfiche list described in Section 2 of this
Supplemental Conveyance.
5. Representations and Warranties of Sell-
_______________________________________
er. Seller hereby represents and warrants to Buyer as of
__
the Addition Date:
(a) Legal, Valid and Binding Obliga-
________________________________
tion. This Supplemental Conveyance constitutes a legal,
____
valid, and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except as
such enforceability may be limited by Debtor Relief Laws
and except as such enforceability may be limited by
Exhibit A - Page 3
<PAGE>
general principles of equity (whether considered in a
suit at law or in equity);
(b) Eligibility of Accounts. Each
_______________________
Additional Account designated hereby is an Eligible
Account;
(c) Selection Procedures. No selec-
____________________
tion procedures believed by Seller to be materially
adverse to the interests of Buyer or its successors and
assigns were utilized in selecting the Additional Ac-
counts designated hereby from Seller's available Eligible
Accounts;
(d) Insolvency. Seller is not insol-
__________
vent.
(e) Security Interest. This Supple-
_________________
mental Conveyance constitutes a valid sale, assignment,
and conveyance or, in the case of Accounts added pursuant
to Section 2.2(b) of the Purchase Agreement, confirmation
of a valid sale, assignment, and conveyance to Buyer of
all right, title and interest of Seller in, to, and under
the Receivables now existing and hereafter created in
respect of the Additional Accounts designated hereby, all
monies due or to become due with respect thereto (includ-
ing all Finance Charge Receivables), together with all
proceeds (including, without limitation, "proceeds" as
defined in the UCC in any state where Seller's or the
Servicer's chief executive offices or books and records
relating to the Receivables are located) of such Receiv-
ables and Insurance Proceeds relating thereto, and such
property will be held free and clear of any Lien of any
Person claiming through or under Seller except for Liens
permitted under Section 5.1(d) of the Purchase Agreement.
(f) Reconfirmation of Representations
_________________________________
and Warranties. All representations and warranties made
______________
by Seller pursuant to Section 4.1 of the Purchase Agree-
ment remain true and correct in all respects as of the
Addition Date as if made on such date.
6. Conditions Precedent. (a) The accep-
____________________
tance of Buyer set forth in Section 4 and the amendment
of the Purchase Agreement set forth in Section 8 are
subject to the satisfaction by Seller, on or prior to the
Addition Date, of the following conditions precedent:
Exhibit A - Page 4
<PAGE>
(i) All information concerning
the Additional Accounts provided or to be provided
to Buyer shall be true and correct in all material
respects as of the Addition Date with respect to
Additional Accounts added pursuant to Section 2.2(a)
of the Purchase Agreement and as of the fifth Busi-
ness Day after the first day of the calendar month
occurring after any Addition Date arising under
Section 2.2(b) of the Purchase Agreement;
(ii) Seller shall have, on or
before each Addition Date with respect to Additional
Accounts added pursuant to Section 2.2(a) of the
Purchase Agreement and on or before the fifth Busi-
ness Day after the first day of the calendar month
next succeeding the calendar month in which Addi-
tional Accounts were added pursuant to Section
2.2(b) of the Purchase Agreement: (i) indicated in
its computer files that Receivables created in
respect of the Additional Accounts have been sold to
Buyer in accordance with this Agreement for the
benefit of the Certificateholders, (ii) delivered to
Buyer (or to the Trustee, if so directed by Buyer) a
computer file or microfiche list containing a true
and correct list of all such Additional Accounts,
identified by account number and by the Receivable
balance as of the Addition Date for Additional
Accounts added pursuant to Section 2.2(a) of the
Purchase Agreement or as of the fifth Business Day
after the first day of the calendar month next suc-
ceeding the calendar month in which Additional
Accounts were added pursuant to Section 2.2(b) of
the Purchase Agreement; and (iii) substantially
performed all other obligations required to be
performed by the provisions of the Purchase Agree-
ment and this Supplemental Conveyance;
(iii) Seller shall have recorded
and filed, at its expense, all financing statements
required to comply with Section 3(b) of this Sup-
plemental Conveyance.
(b) The sale by Seller set forth in
Section 3 and the amendment of the Purchase Agreement set
forth in Section 8 are subject to the satisfaction by
Buyer, on or prior to the Addition Date of the following:
Exhibit A - Page 5
<PAGE>
(i) All representations and
warranties of Buyer contained in the Purchase Agree-
ment shall be true and correct with the same effect
as though such representations and warranties had
been made on such date;
(ii) Payment or provision for
payment of the Purchase Price by Buyer in accordance
with the provisions of Section 3 of the Purchase
Agreement; and
(iii) All corporate and legal
proceedings and all instruments in connection with
the transactions contemplated by this Supplemental
Conveyance shall be satisfactory in form and sub-
stance to Seller, and Seller shall have received
from Buyer copies of all documents (including,
without limitation, records of corporate proceed-
ings) relevant to the transactions herein contem-
plated as Seller may reasonably have requested.
7. Additional Information. Seller shall
______________________
have delivered to Buyer such information as was reason-
ably requested by Buyer to satisfy itself as to the
accuracy of the representation and warranty set forth in
Section 5(d) to this Supplemental Conveyance.
8. Amendment of the Purchase Agreement.
___________________________________
The Purchase Agreement is hereby amended to provide that
all references therein to the "Receivables Purchase
Agreement," to "this Agreement," and "herein" shall be
deemed from and after the Addition Date to be a dual
reference to the Purchase Agreement as supplemented by
this Supplemental Conveyance. Except as expressly amend-
ed hereby, all of the representations, warranties, terms,
covenants, and conditions of the Purchase Agreement shall
remain unamended and shall continue to be, and shall
remain, in full force and effect in accordance with its
terms and except as expressly provided herein shall not
constitute or be deemed to constitute a waiver of compli-
ance with or a consent to noncompliance with any term or
provision of the Purchase Agreement.
9. Counterparts. This Supplemental Convey-
____________
ance may be executed in two or more counterparts (and by
different parties on separate counterparts), each of
Exhibit A - Page 6
<PAGE>
which shall be an original, but all of which together
shall constitute one and the same instrument.
10. Governing Law. This Supplemental
_____________
Conveyance shall be construed in accordance with the laws
of the State of New York, without reference to its con-
flict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in
accordance with such laws.
IN WITNESS WHEREOF, the undersigned have caused this
Supplemental Conveyance to be duly executed and delivered
by their respective duly authorized officers on the day
and year first above written.
JCPENNEY CARD BANK, NATIONAL
ASSOCIATION
By:____________________________
Title:
JCP RECEIVABLES, INC.
By:____________________________
Title:
Exhibit A - Page 7
<PAGE>
SCHEDULE ONE
ADDITIONAL ACCOUNTS
___________________
Exhibit A - Page 8
<PAGE>
EXHIBIT B
_________
to Receivables Purchase Agreement
FORM OF RECONVEYANCE
RECONVEYANCE No.____ OF RECEIVABLES, dated as of
____, 19__ (the "Reconveyance"), by and between JCP
RECEIVABLES, INC., a Delaware corporation ("JCPR") and
____
JCPENNEY CARD BANK, NATIONAL ASSOCIATION, a national
banking association, ("Seller"), pursuant to the Receiv-
______
ables Purchase Agreement referred to below.
W I T N E S S E T H:
_ _ _ _ _ _ _ _ _ _
WHEREAS, JCPR and Seller are parties to the Receiv-
ables Purchase Agreement, dated as of October 15, 1997
(hereinafter as such agreement may have been, or may from
time to time be, amended, supplemented or otherwise modi-
fied, the "Purchase Agreement");
__________________
WHEREAS, pursuant to Section 6 of the Purchase
Agreement (i) under certain conditions, Seller is re-
quired to repurchase Receivables in certain Accounts; or
(ii) Seller may designate from time to time certain Ac-
counts for repurchase;
WHEREAS, pursuant to Section 6 of the Purchase
Agreement JCPR wishes to sell and convey to Seller the
Receivables from the Accounts listed on Schedule One
hereto (the "Removed Accounts"); and
________________
WHEREAS, Seller is willing to repurchase Receivables
under the Removed Accounts by payment, or provision for
the payment, of the Repurchase Price therefor pursuant to
Section 6 of the Purchase Agreement;
NOW THEREFORE, JCPR and Seller hereby agree as fol-
lows:
1. Defined Terms. Capitalized terms used in
_____________
this Reconveyance have their respective meanings set
forth in the Purchase Agreement, except that "Repurchase
__________
Date" shall mean, with respect to the Removed Accounts
____
designated hereby, _____________, 19___.
Exhibit B - Page 1
<PAGE>
2. Designation of Removed Accounts. Within
_______________________________
three Business Days after the Repurchase Date, Seller
shall deliver to JCPR a computer file, microfiche or
written list containing a true and complete list of all
Removed Accounts identified by account number and the
aggregate amount of the Receivables in such Removed
Accounts. Such list shall be marked as Schedule One to
____________
this Reconveyance and shall be incorporated into and made
a part of this Reconveyance as of the Repurchase Date and
of the Purchase Agreement and other Conveyance Papers.
3. Conveyance of Receivables. (a) For value
_________________________
received, JCPR does hereby sell, transfer, and assign to
Seller, without recourse, on and after the Repurchase
Date, all JCPR's right, title and interest in, to, and
under the Receivables now existing and hereafter created
in the Removed Accounts designated hereby, all monies due
or to become due with respect thereto (including all
Finance Charge Receivables), all proceeds thereof (in-
cluding, without limitation, "proceeds" as defined in the
UCC in any states where Seller's or Servicer's chief
executive offices or books and records relating to Re-
ceivables are located), and Insurance Proceeds relating
thereto.
(b) In connection with such transfer, JCPR
agrees to (and agrees to cause Trustee to) execute and
deliver to Seller on or prior to the date of this Recon-
veyance, a termination statement with respect to the Re-
ceivables now existing and hereafter created in the
Removed Accounts designated hereby evidencing the sale
and conveyance of the Receivables in the Removed Accounts
and the release of all liens or security interest there-
on, meeting the requirements of applicable state law and
filed in such manner and in such jurisdictions as are
necessary to remove such lien.
4. Acceptance by Seller. Seller hereby acknowl-
____________________
edges that, prior to or simultaneously with the execution
and delivery of this Reconveyance, JCPR delivered to
Seller the computer file or microfiche list described in
Section 2 of this Reconveyance.
5. Representations and Warranties of JCPR. JCPR
______________________________________
hereby represents and warrants to Seller as of the Repur-
chase Date:
Exhibit B - Page 2
<PAGE>
(a) Legal, Valid and Binding Obligation.
___________________________________
This Reconveyance constitutes a legal, valid, and binding
obligation of JCPR, enforceable against JCPR in accor-
dance with its terms, except as such enforceability may
be limited by Debtor Relief Laws and except as such
enforceability may be limited by general principles of
equity (whether considered in a suit at law or in equi-
ty); and
(b) Compliance with Servicing Agreement.
___________________________________
JCPR has effected a retransfer from the Trust of the
Receivables now existing or hereafter arising under the
Removed Accounts in compliance with the provisions of the
Servicing Agreement.
(c) Selection Procedures. In respect of
____________________
Removed Accounts designated pursuant to Section 6.2 of
the Purchase Agreement, JCPR and Seller have mutually
agreed as to the designation of the Removed Accounts.
(d) Insolvency. As of the Repurchase
__________
Notice Date and as of the Repurchase Date, JCPR is not
insolvent.
6. Conditions Precedent. (a) The amendment of
____________________
the Purchase Agreement set forth in Section 7 hereof is
subject to the satisfaction by JCPR, on or prior to the
Repurchase Date, of the following conditions precedent:
(i) All information concerning the Re-
moved Accounts provided or to be provided to Seller shall
be true and correct in all material respects as of the
Repurchase Date;
(ii) JCPR shall have, and on or before the
third Business Day after the Repurchase Date: (i) deliv-
ered to Seller a computer file or microfiche list con-
taining a true and correct list of all such Removed Ac-
counts, identified by account number and by the Receiv-
able balance as of the Repurchase Date; and (ii) substan-
tially performed all other obligations required to be
performed by the provisions of this Reconveyance.
(iii) JCPR shall have delivered to Seller
the termination statements required to be delivered in
Section 3(b) of this Reconveyance.
Exhibit B - Page 3
<PAGE>
(b) The amendment of the Purchase Agreement
set forth in Section 7 is subject to payment or provision
for payment of the Repurchase Price in accordance with
the provisions of Section 6 of the Purchase Agreement on
or prior to the Repurchase Date.
7. Amendment of the Purchase Agreement. The
___________________________________
Purchase Agreement is hereby amended to provide that all
references therein to the "Receivables Purchase Agree-
ment," to "this Agreement," and "herein" shall be deemed
from and after the Repurchase Date to be a dual reference
to the Purchase Agreement as supplemented by this Recon-
veyance. Except as expressly amended hereby, all of the
representations, warranties, terms, covenants and condi-
tions of the Purchase Agreement shall remain unamended
and shall continue to be, and shall remain, in full force
and effect in accordance with its terms and except as
expressly provided herein shall not constitute or be
deemed to constitute a waiver of compliance with or a
consent to noncompliance with any term or provision of
the Purchase Agreement.
8. Counterparts. This Reconveyance may be
____________
executed in two or more counterparts (and by different
parties on separate counterparts), each of which shall be
an original, but all of which together shall constitute
one and the same instrument.
9. Governing Law. This Reconveyance shall be
_____________
construed in accordance with the laws of the State of New
York, without reference to its conflict of law provi-
sions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with
such laws.
Exhibit B - Page 4
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this
Repurchase Agreement to be duly executed and delivered by
their respective duly authorized officers on the day and
year first above written.
JCPENNEY CARD BANK, NATIONAL
ASSOCIATION
By: ________________________
Title:
JCP RECEIVABLES, INC.
By: ________________________
Title:
Exhibit B - Page 5
<PAGE>
SCHEDULE ONE
____________
REMOVED ACCOUNTS
________________
<PAGE>
EXHIBIT C
_________
to Receivables Purchase Agreement
FORM OF SETTLEMENT STATEMENT
JCPENNEY CARD BANK, NATIONAL ASSOCIATION
____________________________________
RECEIVABLES PURCHASE AGREEMENT
____________________________________
Current Settlement Date: ______, 19___
JCPenney Card Bank, National Association ("Seller") and
______
JCP Receivables, Inc. ("Buyer"), pursuant to the Receivables
_____
Purchase Agreement (the "Purchase Agreement") dated as of October
__________________
15, 1997, by and between Seller and Buyer, do hereby agree and
certify as follows:
(1) Capitalized terms used in this Set-
tlement Statement have their respective mean-
ings in the Purchase Agreement. As used
herein, the term "Subject Period" shall mean
______________
the Monthly Period immediately preceding the
calendar month in which this Settlement
Statement is delivered. This Settlement
Statement is being delivered pursuant to
Section 3.5 of the Purchase Agreement. Ref-
erences herein to certain sections are refer-
ences to the respective sections in the Pur-
chase Agreement.
(2) The date of this Settlement State-
ment is a Settlement Date under the Purchase
Agreement.
A. PURCHASED RECEIVABLES AND PURCHASE PRICE FOR SUBJECT PERIOD
___________________________________________________________
(3) The aggregate unpaid balance of
Principal Receivables conveyed to Buyer and
balance of Principal Receivables created in
Accounts pursuant to the Purchase Agreement
during the Subject Period (the "Purchased
_________
Receivables") was equal to . . . . . . . . . $________
___________
Such amount is more particularly item-
ized on Schedule One hereto.
<PAGE>
(4) The portion of the amount shown in
item 3 paid in cash during the Subject Period
was equal to . . . . . . . . . . . . . . . . $________
(5) The portion of the amount shown in
item 3 not paid in cash during the Subject
Period (Item 3 minus Item 4) is equal to . . $________
B. REPURCHASED RECEIVABLES AND REPURCHASE PRICE FOR SUBJECT
________________________________________________________
PERIOD
______
(6) The aggregate Repurchase Price of
Receivables repurchased by Seller pursuant to
Sections 6.1 or 6.2 of the Repurchase Agree-
ment during the Subject Period (the "Repur-
______
chased Receivables") was equal to . . . . . . $________
__________________
Such Repurchased Receivables are more
particularly itemized on Schedule Three here-
to.
(7) The portion of the Repurchase Price
for the Repurchased Receivables paid in cash
during the Subject Period was equal to . . . $________
(8) The portion of the Repurchase Price
for the Repurchased Receivables not paid in
Cash during the Subject Period [item 6 minus
item 7] is equal to . . . . . . . . . . . . . $________
C. PRINCIPAL DUE
_____________
(9) Payments received by Buyer during
the Subject Period described in the following
Sections of the Purchase Agreement:
(a) 3.3(c)(i) . . . . . . . . . $________
(b) 3.3(c)(ii) . . . . . . . . $________
(c) 3.3(c)(iii) . . . . . . . . $________
(d) 3.3(c)(iv) . . . . . . . . $________
(10) Principal payments due with respect
to Subject Period [total of 9(a)-(d)] . . . . $________
(11) Payments during Subject Period to
Seller of amounts included in item 9 . . . . $________
(12) Principal payment due [item 10
minus item 11] . . . . . . . . . . . . . . . $________
<PAGE>
D. CHANGES IN PRINCIPAL BALANCE OF PARTICIPATION DURING SUBJECT
____________________________________________________________
PERIOD
______
(13) Principal balance at beginning of
Monthly Period . . . . . . . . . . . . . . . $________
(14) Add unpaid purchase price of Pur-
chased Receivables during the Subject Period
[item 5] . . . . . . . . . . . . . . . . . . $________
(15) Less unpaid Repurchase Price of
Repurchased Receivables during the Subject
Period [item 8] . . . . . . . . . . . . . . . $________
(16) Less principal payments due with
respect to the Subject Period [item 10] . . . $________
(17) Less Credit Adjustments pursuant to
Section 3.4 of the Purchase Agreement with
respect to the Subject Period . . . . . . . . $________
(18) Add increase pursuant to Section
5.1(1) of Purchased Agreement during the
Subject Period . . . . . . . . . . . . . . . $________
(19) Less any additional principal pay-
ments during the Subject Period . . . . . . . $________
(20) Ending principal balance (effective
as of Settlement Date of Subject Period)
[total of items 13-19] . . . . . . . . . . . $________
E. CALCULATION OF INTEREST DUE
___________________________
(21) Average principal balance during
Subject Period [average of items 13 and
20] . . . . . . . . . . . . . . . . . . . . . $________
(22) 0.75% of item 21 . . . . . . . . . $________
(23) Payments received during Subject
Period pursuant to Section 4.3(c)(iii) of
Servicing Agreement . . . . . . . . . . . . . $________
(24) Deductions from item 23:
(a) Servicing fee . . . . . $______
(b) Default Amount . . . . $______
(c) Letter of Credit
and Repurchase Letter
of Credit Banks . . . . $______
(d) Total deductions . . . . . $________
<PAGE>
(25) Excess of item 23 over item 24 . . $________
(26) Interest due with respect to Sub-
ject Period (lesser of item 22 or 25) . . . . $________
In witness whereof, the undersigned have duly executed and
delivered this Settlement Statement this _____ day of _________,
19___.
JCPENNEY CARD BANK, NATIONAL
ASSOCIATION
By: ___________________________
Title:
JCP RECEIVABLES, INC.
By: ___________________________
Title:
<PAGE>
Schedule One
____________
Itemization of Purchased Receivables
for Subject Period
____________________________________
<PAGE>
Schedule Two
____________
Itemization of Credit Adjustment
for Subject Period
________________________________
A. Receivables Adjustments for Merchandise Refused or
__________________________________________________
Returned
________
B. Receivables Reduction for Rebate, Chargebacks, or
_________________________________________________
Adjustments
________________
C. Fraudulent or Counterfeit Charges
_________________________________
D. Removed or Transferred Receivables
__________________________________
<PAGE>
Schedule Three
______________
Itemization of Repurchased
Receivables for Subject Period
______________________________
<PAGE>
Exhibit D
_________
[Credit Card Agreement]
<PAGE>
TABLE OF CONTENTS
_________________
Page
____
ARTICLE I
DEFINITIONS . . . . . . . . . . . 2
Section 1.1 Definitions . . . . . . . . . . . . . . 2
Section 1.2 Other Definitional Provisions . . . . . 9
ARTICLE II
PURCHASE AND CONVEYANCE OF RECEIVABLES . . . . 9
Section 2.1 Purchase . . . . . . . . . . . . . . . . 9
Section 2.2 Addition of Additional Accounts . . . . 11
ARTICLE III
CONSIDERATION AND PAYMENT . . . . . . . . 12
Section 3.1 Purchase Price . . . . . . . . . . . . . 12
Section 3.2 Capital Contributions . . . . . . . . . 12
Section 3.3 Payment of Purchase Price . . . . . . . 12
Section 3.4 Adjustments to Purchase Price . . . . . 14
Section 3.5 Settlement . . . . . . . . . . . . . . . 15
ARTICLE IV
REPRESENTATIONS AND WARRANTIES . . . . . . 15
Section 4.1 Seller's Representations and Warran-
ties . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.2 Seller's Representations and Warranties
Regarding Additional Accounts . . . . . . 19
Section 4.3 Representations and Warranties of Buy-
er . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE V
COVENANTS OF SELLER AND BUYER . . . . . . . 22
Section 5.1 Seller Covenants . . . . . . . . . . . . 22
Section 5.2 Buyer Covenants Regarding Nondisclosure;
Inspection . . . . . . . . . . . . . . . 26
ARTICLE VI
REPURCHASE OBLIGATION . . . . . . . . . 27
Section 6.1 Mandatory Repurchase . . . . . . . . . . 27
Section 6.2 Optional Repurchases . . . . . . . . . . 28
Section 6.3 Conveyance of Repurchased Receivables . 29
i
<PAGE>
Page
____
ARTICLE VII
CONDITIONS PRECEDENT . . . . . . . . . 30
Section 7.1 Conditions to Buyer's Obligations Re-
garding Initial Receivables . . . . . . . 30
Section 7.2 Conditions to Buyer's Obligations Re-
garding Supplemental Conveyances . . . . 31
Section 7.3 Conditions Precedent to Seller's Obliga-
tions . . . . . . . . . . . . . . . . . . 32
ARTICLE VIII
TERM & TERMINATION . . . . . . . . . 33
Section 8.1 Term . . . . . . . . . . . . . . . . . . 33
Section 8.2 Effect of Termination . . . . . . . . . 34
ARTICLE IX
MISCELLANEOUS PROVISIONS . . . . . . . . 34
Section 9.1 Amendment . . . . . . . . . . . . . . . 34
Section 9.2 Governing Law . . . . . . . . . . . . . 35
Section 9.3 Notices . . . . . . . . . . . . . . . . 35
Section 9.4 Severability of Provisions . . . . . . . 35
Section 9.5 Assignment . . . . . . . . . . . . . . . 35
Section 9.6 Acknowledgement and Agreement of Sell-
er . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 9.7 Further Assurances . . . . . . . . . . . 36
Section 9.9 Counterparts . . . . . . . . . . . . . . 36
Section 9.10 Binding Effect; Third-Party Beneficia-
ries . . . . . . . . . . . . . . . . . . 36
Section 9.11 Merger and Integration . . . . . . . . 37
Section 9.12 Headings . . . . . . . . . . . . . . . 37
Section 9.13 Schedules and Exhibits . . . . . . . . 37
Section 9.14 Estimation and Calculation of Finance
Charge Receivables . . . . . . . . . . . 37
ii
<PAGE>
Exhibit 4.2
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE
AGREEMENT ("Amendment No. 1"), dated as of October 15,
1997, between JCP RECEIVABLES, INC., a Delaware
corporation ("Buyer"), and J. C. PENNEY COMPANY, INC., a
Delaware corporation ("Seller").
PRELIMINARY STATEMENT
Section 9.1 of the Receivables Purchase
Agreement, dated as of September 5, 1988 (the
"Agreement"), between Buyer and Seller provides that
Buyer and Seller may amend from time to time the
Agreement, subject to satisfaction of certain conditions
precedent set forth therein. All terms used in this
Amendment No. 1 that are defined in the Agreement have
the meanings assigned to them therein, except to the
extent such terms are amended or modified in this
Amendment No. 1.
In consideration of the mutual agreements
contained herein, each party agrees as follows for the
benefit of the other parties and for the benefit of the
Certificateholders:
SECTION 1. Amendments to Agreement.
________________________
(a) The following definitions in Section 1.1 of
the Agreement shall be amended to read as follows:
"Credit Card Agreement" shall mean the Seller
_____________________
Retail Installment Credit Agreement (Revolving Credit
Agreement), Seller form 2218, attached as Exhibit D, or a
_________
variant thereof reflecting a particular state's usury and
retail installment sales laws, or the Bank Credit
Agreement, attached as Exhibit D-2, or a variant thereof,
___________
as any such agreement may be amended, modified or
otherwise changed from time to time.
"Credit Card Guidelines" shall mean the
______________________
policies and procedures of Seller or Bank, as applicable,
relating to the operation of its credit card business,
including, without limitation, the policies and
procedures for determining the creditworthiness of credit
card customers, the extension of credit to credit card
customers, the terms on which repayments are required to
be made, and relating to the maintenance of credit card
<PAGE>
accounts and collection of credit card receivables, as
such policies and procedures may be amended from time to
time.
"Credit Insurance" shall mean life, accident,
________________
health, disability or other insurance of an Obligor to
Seller or Bank, as applicable, to insure payment of any
amount owing by such Obligor under an Account and which
proceeds of such insurance are payable to Seller or Bank,
as applicable, upon such Obligor's death or disability.
"Eligible Account" shall mean, as of the Cut
________________
Off Date (or, with respect to Additional Accounts, as of
the relevant Notice Date in respect of Additional
Accounts added pursuant to subsection 2.2(a) or as of the
date such Account is added to a Cycle in respect of
Additional Accounts added pursuant to subsection 2.2(b)),
each Account:
(a) which is payable in United States
dollars; and
(b) which is serviced in any credit
service center of Seller or Bank which is located in the
United States.
"Eligible Receivable" shall mean each
___________________
Receivable:
(a) which has arisen under an Eligible
Account;
(b) which was created in compliance, in
all material respects, with all Requirements of Law
applicable to Seller or Bank, as applicable, and Buyer
and pursuant to a Credit Card Agreement which complies,
in all material respects, with all Requirements of Law
applicable to Seller or Bank, as applicable, and Buyer;
(c) with respect to which all consents,
licenses, approvals or authorizations of, or
registrations or declarations with, any Governmental
Authority required to be obtained, effected or given by
Seller or Bank, as applicable, and Buyer in connection
with the creation of such Receivable or the execution,
delivery and performance by Seller or Bank, as
applicable, and Buyer of the Credit Card Agreement
pursuant to which such
2
<PAGE>
Receivable was created, have been duly obtained, effected
or given and are in full force and effect as of such date
of creation;
(d) as to which, at the time of the
creation of such Receivable, Seller or Bank, as
applicable, Buyer or the Trust had good and marketable
title thereto, free and clear of all Liens arising under
or through Seller, Bank or Buyer (other than Liens
permitted pursuant to subsection 5.1(d));
(e) which is the legal, valid and binding
payment obligation of the Obligor thereon, enforceable
against such Obligor in accordance with its terms, except
as such enforceability may be limited by applicable
Debtor Relief Laws, and except as such enforceability may
be limited by general principles of equity (whether
considered in a suit at law or in equity); and
(f) which constitutes an "account" under
and as defined in Article 9 of the UCC as then in effect
in any state where Seller's or Bank's, as applicable,
chief executive offices or books and records relating to
the Receivables are located.
(b) The following new definition shall be added
to Section 1.1 of the Agreement:
"Bank" shall mean JCPenney Card Bank, National
Association, a national banking association.
SECTION 2. Incorporation of Agreement.
___________________________
The Agreement, as modified by this Amendment
No. 1, is hereby incorporated by reference and forms a
part of this instrument with the same force and effect as
if set forth in full herein. In the event that any term
or provision contained herein shall conflict or be
inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Amendment No.
1 shall govern. After the date hereof, any reference to
the Agreement shall mean the Agreement as amended by this
Amendment No. 1.
3
<PAGE>
SECTION 3. Ratification of the Agreement.
_____________________________
As amended by this Amendment No. 1, the
Agreement is in all respects ratified and confirmed, and
the Agreement and this Amendment No. 1 shall be read,
taken and construed as one and the same instrument.
SECTION 4. Governing Law.
_____________
THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 5. Counterparts.
____________
This Amendment No. 1 may be executed in two or
more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but
all of which together shall constitute one and the same
instrument.
4
<PAGE>
IN WITNESS WHEREOF, Buyer and Seller have
caused this Amendment No. 1 to be duly executed by their
respective officers as of the day and year first above
written.
JCP RECEIVABLES, INC.
By /s/ Catherine A. Walther
_____________________________
Name: Catherine A. Walther
Title: President
J. C. PENNEY COMPANY, INC.
By /s/ Robert B. Cavanaugh
_____________________________
Name: Robert B. Cavanaugh
Title: Vice President and Treasurer
Consented to:
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
By: /s/ David Shrenzel By: /s/ Elizabeth A Whalen
____________________ ____________________
Name: David Shrenzel Name: Elizabeth A. Whalen
Title: Director Title: Associate
5
