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Exhibit 10.13.9
NINTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Ninth Amendment to Receivables Purchase Agreement dated as of
March 3, 1997 (this "Amendment"), is among THE ORIGINATORS listed on the
signature page hereof (collectively, the "Originators") and PRIME RECEIVABLES
CORPORATION, a Delaware corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Originators and the Purchaser entered into a Receivables
Purchase Agreement dated as of December 15, 1992, as amended from time to time,
(the "Purchase Agreement") pursuant to which the Purchaser purchased Receivables
(as defined in the Purchase Agreement) from the Originators on the terms and
conditions set forth in the Purchase Agreement;
WHEREAS, the Originators and the Purchaser wish to amend the Purchase
Agreement to revise Schedule IV attached to the Purchase Agreement;
WHEREAS, Section 8.01 of the Purchase Agreement permits the Originators
and the Purchaser to amend the Purchase Agreement subject to certain conditions;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. Schedule IV attached to the Purchase Agreement is hereby deleted in
its entirety and Schedule IV attached hereto is substituted therefor.
2. Attached hereto as Exhibit A is a certificate by an officer of FDS
National Bank, as Servicer, stating that the amendment to the Purchase Agreement
effected by this Ninth Amendment does not adversely affect in any material
respect the interests of any of the Investor Certificateholders (as defined in
the Purchase Agreement), which certificate is required to be delivered to the
Trustee (as defined in the Purchase Agreement) pursuant to Section 8.01 of the
Purchase Agreement.
3. The Purchase Agreement, as amended by this Ninth Amendment shall
continue in full force and effect among the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.
THE ORIGINATORS:
BLOOMINGDALE'S, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Title: Vice President
BURDINES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
LAZARUS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
RICH'S DEPARTMENT STORES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
XXXXX'X DEPARTMENT STORES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President and General Counsel
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THE BON, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President and General Counsel
BROADWAY STORES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
MACY'S EAST, INC.,
as successor in interest to Xxxxxxx & Xxxxxx
and Xxxxxx Xxxxx Stores Corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
FDS NATIONAL BANK
Date: 3/3/97 By: /s/ Xxxxx X. Xxxxxxxx
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Title: Treasurer
THE PURCHASER:
PRIME RECEIVABLES CORPORATION
Date: 3/3/97 By: /s/ Xxxxx X. Xxxxxx
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Title: President
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SCHEDULE IV
3/3/97
List of Lock-box Accounts
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Star Bank Corporation Burdines 000-000-000
X.X. Xxx 0000 Xxxx. 0000
000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX
Xxxxxxxxxx, XX 00000-0000
45201-1036
Macy's East, Inc., 000-000-0000
as successor in interest to,
Xxxxxx Xxxxx
X.X. Xxx 0000
Xxxxx, Xxxx
00000-0000
PNC Bank The Bon Marche 426-002-7019
000 Xxxx 0xx Xxxxxx X.X. Xxx 0000
Xxxxxxxxxx, XX Xxxxx, Xxxx
00000-0000 45040-8080
Xxxxx'x 419-000-2709
X.X. Xxx 0000
Xxxxx, Xxxx
00000-0000
Lazarus 411-017-5133
X.X. Xxx 0000
Xxxxx, Xxxx
00000-0000
Macy's West 300-1544986
X.X. Xxx 0000
Xxxxx, Xxxx
00000-0000
Broadway Stores 300-154-4994
X.X. Xxx 0000
Xxxxx, Xxxx
00000-0000
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AmSouth Bank, N.A. Bloomingdale's 00-000-000
0000 Xxxxx Xxx., Xxxxx X.X. Xxx 00000
Xxxxxxxxxx, XX Drawer 0018
35203 Xxxxxxxxxx, XX
00000-0000
Rich's 00-000-000
X.X. Xxx 00000
Xxxxxx 0000
Xxxxxxxxxx, XX
00000-0000
Xxxxxxxxx'x 00-000-000
X.X. Xxx 00000
Xxxxxx 0000
Xxxxxxxxxx, XX
00000-0000
Macy's East, Inc., 00-000-000
as successor in interest to,
Xxxxxxx & Xxxxxx
X.X. Xxx 00000
Xxxxxx 0000
Xxxxxxxxxx, XX
00000-0000
The Fifth Third Bank Lazarus 715-27336
00 Xxxxxxxx Xxxxxx Xxxxx P.O. Box 0064
Cincinnati, OH Xxxxxxxxxx, XX
00000 45274-0064
Bank of America Illinois All Originators 7118821
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
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EXHIBIT A
FDS NATIONAL BANK
OFFICER'S CERTIFICATE
Pursuant to Section 8.01 (a) of the Receivables Purchase Agreement
dated as of December 15, 1992, among the Originators listed therein and Prime
Receivables Corporation, FDS National Bank, as Servicer, certifies that the
amendment dated as of March 3, 1997 to Schedule IV of the Receivables Purchase
Agreement does not adversely affect in any material respect the interests of any
of the Invester Certificateholders.
FDS National Bank
As Servicer
/s/ Xxxxx X. Xxxxxxxx
Date 3/3/97 Name: Xxxxx X. Xxxxxxxx
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Title: Treasurer
