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.
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/ Dennis J. Broderick
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Title: Vice President
BURDINES, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
LAZARUS, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
RICH'S DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
STERN'S DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President and General Counsel
THE BON, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President and General Counsel
BROADWAY STORES, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
MACY'S EAST, INC.,
as successor in interest to Abraham & Straus
and Jordan Marsh Stores Corporation
By: /s/ Dennis J. Broderick
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Title: Vice President
FDS NATIONAL BANK
Date: 3/3/97 By: /s/ Susan R. Robinson
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Title: Treasurer
THE PURCHASER:
PRIME RECEIVABLES CORPORATION
Date: 3/3/97 By: /s/ Susan P. Storer
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Title: President
SCHEDULE IV
3/3/97
List of Lock-box Accounts
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Star Bank Corporation Burdines 480-366-723
P.O. Box 1038 Dept. 4500
425 Walnut Street Cincinnati, OH
Cincinnati, OH 45274-4500
45201-1036
Macy's East, Inc., 480-381-1425
as successor in interest to,
Jordan Marsh
P.O. Box 8079
Mason, Ohio
45040-8079
PNC Bank The Bon Marche 426-002-7019
201 East 5th Street P.O. Box 8080
Cincinnati, OH Mason, Ohio
45201-1198 45040-8080
Stern's 419-000-2709
P.O. Box 8081
Mason, Ohio
45040-8081
Lazarus 411-017-5133
P.O. Box 4504
Mason, Ohio
45040-4504
Macy's West 300-1544986
P.O. Box 8021
Mason, Ohio
45040-8021
Broadway Stores 300-154-4994
P.O. Box 8022
Mason, Ohio
45040-8022
AmSouth Bank, N.A. Bloomingdale's 88-419-622
1900 Fifth Ave., North P.O. Box 11407
Birmingham, AL Drawer 0018
35203 Birmingham, AL
35242-0018
Rich's 01-579-282
P.O. Box 11407
Drawer 0001
Birmingham, AL
35245-0001
Goldsmith's 73-233-579
P.O. Box 11407
Drawer 0012
Birmingham, AL
35245-0012
Macy's East, Inc., 69-116-059
as successor in interest to,
Abraham & Straus
P.O. Box 11407
Drawer 0008
Birmingham, AL
35245-0008
The Fifth Third Bank Lazarus 715-27336
38 Fountain Square Plaza P.O. Box 0064
Cincinnati, OH Cincinnati, OH
45263 45274-0064
Bank of America Illinois All Originators 7118821
231 South LaSalle Street
Chicago, IL 60697
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/ Susan R. Robinson
Date 3/3/97 Name: Susan R. Robinson
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Title: Treasurer