EX-10.2 3 0003.txt TENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT This Tenth Amendment to Receivables Purchase Agreement dated as of March 23, 2000 (this "Amendment"), is among THE ORIGINATORS listed on the signature page hereof (collectively, the "Originators") and PRIME RECEIVABLES CORPORATION, a Delaware corporation (the "Purchaser"). W I T N E S S E T H: WHEREAS, the Originators and the Purchaser entered into a Receivables Purchase Agreement dated as of December 15, 1992, as amended from time to time, (the "Purchase Agreement") pursuant to which the Purchaser purchased Receivables (as defined in the Purchase Agreement) from the Originators on the terms and conditions set forth in the Purchase Agreement; WHEREAS, the Originators and the Purchaser wish to amend the Purchase Agreement to revise Schedule IV attached to the Purchase Agreement; WHEREAS, Section 8.01 of the Purchase Agreement permits the Originators and the Purchaser to amend the Purchase Agreement subject to certain conditions; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Schedule IV attached to the Purchase Agreement is hereby deleted in its entirety and Schedule IV attached hereto is substituted therefor. 2. Attached hereto as Exhibit A is a certificate by an officer of FDS National Bank, as Servicer, stating that the amendment to the Purchase Agreement effected by this Tenth Amendment does not adversely affect in any material respect the interests of any of the Investor Certificateholders (as defined in the Purchase Agreement), which certificate is required to be delivered to the Trustee (as defined in the Purchase Agreement) pursuant to Section 8.01 of the Purchase Agreement. 3. The Purchase Agreement, as amended by this Tenth Amendment shall continue in full force and effect among the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE ORIGINATORS: BLOOMINGDALE'S, INC. By: /s/ John R. Sims Title: Vice President and Secretary BURDINES, INC. By: /s/ John R. Sims Title: Vice President and Secretary RICH'S DEPARTMENT STORES, INC. (formerly Lazarus, Inc. and successor by merger to Rich's Department Stores, Inc.) By: /s/ John R. Sims Title: Vice President and Secretary STERN'S DEPARTMENT STORES, INC. By: /s/ John R. Sims Title: Vice President and Secretary THE BON, INC. By: /s/ John R. Sims Title: Vice President and Secretary FEDERATED WESTERN PROPERTIES, INC., Assignee of Broadway Stores, Inc. By: /s/ Richard C. Fiddes Title: Vice President and Secretary MACY'S EAST, INC., as successor in interest to Abraham & Straus and Jordan Marsh Stores Corporation By: /s/ John R. Sims Title: Vice President and Secretary FDS NATIONAL BANK Date: March 23, 2000 By: /s/ Susan R. Robinson Title: Treasurer THE PURCHASER: PRIME RECEIVABLES CORPORATION Date: March 23, 2000 By: /s/ Susan P. Storer Title: President SCHEDULE IV SCHEDULE OF LOCK-BOX ACCOUNTS Bank Name Originator Bank Account # Bank of America Illinois All Originators 8188500959 231 South Lasalle St. Chicago, IL 60697 Norwest All Originators 6355064529 MAC N9305-031 Prime Receivable Corp. Sixth and Marquette St. Cloud, MN Minneapolis, MN 55479 56396-1205 Chase Manhattan Bank All Originators 323890075 Corporate Banking Electronic banking networks Church Street Station P.O. Box 932 New York, NY All Originators 400471302 10008-0932 Internet banking activity SunTrust Bank Macy's A&S * 8801245864 Mail Code 5099 Electronic banking network P.O. Box 4418 Atlanta, GA 30302 Firstar Burdines * 480366723 P.O. Box 1038 Dept 425 Walnut Street Mason, OH Cincinnati, OH 45040-4585 45201-1036 Jordan Marsh * 480381425 P.O. Box Mason, OH 45040-4583 Bloomingdales * 481442556 P.O. Box Mason, OH 45040-4590 A & S * 481442598 P.O. Box Mason, OH 45040-4580 Goldsmith's * 481442614 P.O. Box Mason, OH 45040-4588 Rich's * 481442606 P.O. Box Mason, OH 45040-4587 PNC Bank The Bon Marche * 4060027019 201 East 5th Street P.O. Box 8080 Cincinnati, Ohio 45201 Mason OH 45040-8080 Stern's * 4190002709 P.O. Box 8081 Mason OH 45040-8081 Lazarus * 4110175133 P.O. Box 4504 Mason OH 45040-4504 Macy's West ** 3001544986 P.O. Box 8021 Mason OH 45040-8021 Broadway Stores * 3001544994 P.O. Box 8022 Mason OH 45040-8022 FifthThird Bank Lazarus * 71527336 38 Fountain Sq. Plaza P.O. Box 0064 Cincinnati, Ohio 45263 Cincinnati, Ohio 45274 Notes: * Account activity will transition to Chase Manhattan banking network account beginning in April 2000. Account will be closed by June 30, 2000. ** This account will remain intact and active. EXHIBIT A FDS NATIONAL BANK OFFICER'S CERTIFICATE Pursuant to Section 8.01 (a) of the Receivables Purchase Agreement dated as of December 15, 1992, among the Originators listed therein and Prime Receivables Corporation, FDS National Bank, as Servicer, certifies that the amendment dated as of March 23, 2000 to Schedule IV of the Receivables Purchase Agreement does not adversely affect in any material respect the interests of any of the Invester Certificateholders. FDS National Bank As Servicer Date: 03/23/2000 /s/ Susan R. Robinson Name: Susan R. Robinson Title: Treasurer