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RECEIVABLES PURCHASE AGREEMENT
between
PROFFITT'S, INC.
as Seller
and
PROFFITT'S CREDIT CORPORATION,
as Purchaser
and
MCRAE'S, INC.
as Servicer
Dated as of January 15, 1997
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RECEIVABLES PURCHASE AGREEMENT
This RECEIVABLES PURCHASE AGREEMENT, dated as of January 15,
1997 (as amended, supplemented or otherwise modified and in effect
from time to time, this "Agreement"), between PROFFITT'S, INC., a
Tennessee corporation, as seller (the "Seller"), PROFFITT'S CREDIT
CORPORATION, a Nevada corporation, as purchaser (the "Purchaser"), and
MCRAE'S, INC., a Mississippi corporation, as servicer ("McRae's").
W I T N E S S E T H :
WHEREAS, the Purchaser desires to purchase from time to time
certain accounts receivable existing on the Closing Date and acquired
or generated thereafter in the normal course of the Seller's business
pursuant to certain revolving consumer credit card accounts;
WHEREAS, the Seller desires to sell and assign from time to
time such certain accounts receivable to the Purchaser upon the terms
and conditions hereinafter set forth;
WHEREAS, the Servicer has agreed to service the accounts
receivable sold to the Purchaser by the Seller hereunder;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby
agreed by and between the Purchaser and the Seller as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions. All capitalized terms used
herein shall have the meanings specified herein or, if not so
specified, the meaning specified in, or incorporated by reference
into, the Transfer Agreement, and shall include in the singular number
the plural and in the plural number the singular:
"Advance" shall have the meaning specified in Section
3.2(a).
"Agent" shall mean NationsBank, N.A., as agent on behalf of
Enterprise and the Bank Investors pursuant to the Transfer Agreement.
"Bank Investors" shall have the meaning specified in the
Transfer Agreement.
"Closing Date" shall mean January 16, 1997.
"Eligible Receivable" shall have the meaning specified in
the Transfer Agreement.
"Enterprise" shall mean Enterprise Funding Corporation, a
Delaware corporation, and its successors and assigns.
"Event of Bankruptcy" shall have the meaning specified in
the Transfer Agreement.
"McRae's" shall mean McRae's, Inc., a Mississippi
corporation, and its successors and assigns.
"Outstanding Principal Balance" shall have the meaning
specified in the Transfer Agreement.
"Purchase Date" shall have the meaning assigned in Section
3.2(b) hereof.
"Purchase Rate" shall mean the percentage equivalent of the
decimal representation of the following expression:
(1.00 + APY) minus (BDA + SF + PCF + OE + RF)
where:
APY = average portfolio yield of the Seller (expressed as the
decimal equivalent of a percentage) as reasonably
determined over the preceding twelve months (or such
other period reasonably determined by the Purchaser);
BDA = an allowance for bad debts, based on, among other
relevant factors, historical rates for the previous
twelve months (or such other period reasonably
determined by the Purchaser);
SF = a Servicer fee equal to 2.00% per annum;
PCF = the Purchaser's cost of funds, as calculated from time
to time, equal to the sum of (i) the product of the
Maximum Buyers' Percentage multiplied by the prime rate
(as published in the Money Rates Section of The Wall
Street Journal) plus (ii) the product of (x) 20% (to be
adjusted from time to time based on changes to the
Purchaser's reasonably estimated marginal cost of
funds) multiplied by (y) the sum of one minus the Maxi-
mum Buyers' Percentage;
OE = the percentage equivalent of the fraction the numerator
of which is the Purchaser's annualized estimate of
projected operating expenses for the next twelve months
and the denominator of which is the estimated
Outstanding Principal Balance of Receivables expected
to be sold in the next twelve months; and
RF = a contingency risk factor based on industry and
economic considerations, as determined by the Purchaser
in its reasonable discretion and as agreed upon between
the Purchaser and the Seller.
"Purchase Period" shall mean, with respect to Receivables
sold by the Seller to the Purchaser after the Closing Date, the
Collection Period reported upon in the most recent Investor Report
delivered after the Closing Date.
"Purchase Price" shall have the meaning set forth in Section
3.1 hereof.
"Purchaser" shall mean Proffitt's Credit Corporation, a
Nevada corporation, and its successors and assigns.
"Receivable" shall mean, for purposes of this Agreement, the
indebtedness owed to the Seller by any Obligor under an Account
(whether such Account is in existence as of the Closing Date or there-
after created), whether constituting an account, chattel paper, in-
strument or general intangible, arising in connection with the sale of
merchandise or services, and which, in all cases shall include, the
right to payment of any Finance Charges and other obligations of such
Obligor with respect thereto.
"Related Security" shall have the meaning specified in the
Transfer Agreement.
"Relevant UCC" shall mean the Uniform Commercial Code as in
effect in the States of New York and Mississippi, as applicable.
"Secured Obligations" shall have the meaning set forth in
Section 2.1(d) hereof.
"Servicer" shall mean McRae's.
"Subordinated Note" shall have the meaning specified in
Section 3.2(b).
"Termination Date" shall have the meaning specified in
Section 8.1.
"Transfer Agreement" shall mean the Transfer and
Administration Agreement, dated as of January 15, 1997, by and among
the Purchaser, McRae's, Inc., as Servicer, Proffitt's, Inc., as
Servicer Guarantor, Enterprise Funding Corporation and NationsBank
N.A., as Agent and Bank Investor, as such agreement may be amended,
modified or supplemented from time to time.
SECTION 1.2. Other Terms. All accounting terms not
specifically defined herein shall be construed in accordance with
generally accepted accounting principles. All terms used in Article 9
of the Relevant UCC, and not specifically defined herein, are used
herein as defined in such Article 9.
SECTION 1.3. Computation of Time Periods. Unless otherwise
stated in this Agreement, in the computation of a period of time from
a specified date to a later specified date, the word "from" means
"from and including" and the words "to" and "until" each means "to but
excluding."
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ARTICLE II
PURCHASE, CONVEYANCE AND SERVICING OF RECEIVABLES
SECTION 2.1. Sale. (a) Upon the terms and subject to the
conditions set forth herein, the Seller hereby sells, assigns,
transfers and conveys to the Purchaser, and the Purchaser hereby
purchases from the Seller, on the terms and subject to the conditions
specifically set forth herein, all of the Seller's right, title and
interest, whether now owned or hereafter acquired, in, to and under
the Receivables outstanding on the Closing Date and thereafter owned
by the Seller, through any Termination Date (but not thereafter), to-
gether with all Related Security and Collections with respect thereto
and all proceeds of the foregoing. The foregoing sale, assignment,
transfer and conveyance does not constitute an assumption by the
Purchaser of any obligations of the Seller or any other Person to
Obligors or to any other Person in connection with the Receivables or
under any Related Security, Account Agreement or other agreement and
instrument relating to the Receivables. With respect to Receivables
sold by the Seller on the Closing Date, such Receivables shall be
deemed to be all the Receivables of the Seller that exist as of the
close of business on the Cut-Off Date. With respect to Receivables
sold by the Seller after the Closing Date, such Receivables shall be
deemed to be all the Receivables created after the close of business
on the Cut-Off Date.
(b) In connection with the foregoing sale, the Seller
agrees to record and file on or prior to the Closing Date, at its own
expense, a financing statement or statements with respect to the
Receivables and the other property described in Section 2.1(a) sold by
the Seller hereunder meeting the requirements of applicable state law
in such manner and in such jurisdictions as are necessary to perfect
and protect the interests of the Purchaser created hereby under the
Relevant UCC (subject, in the case of Related Security constituting
returned inventory, to the applicable provisions of Section 9-306 of
the Relevant UCC) against all creditors of and purchasers from the
Seller, and to deliver either the originals of such financing state-
ments or a file-stamped copy of such financing statements or other
evidence of such filings to the Purchaser on the Closing Date.
(c) The Seller agrees that from time to time, at its
expense, it will promptly execute and deliver all instruments and
documents and take all actions as may be necessary or as the Purchaser
may reasonably request in order to perfect or protect the interest of
the Purchaser in the Receivables purchased hereunder or to enable the
Purchaser to exercise or enforce any of its rights hereunder. Without
limiting the foregoing, the Seller will, in order to accurately re-
flect this purchase and sale transaction, execute and file such
financing or continuation statements or amendments thereto or assign-
ments thereof (as permitted pursuant hereto) as may be requested by
the Purchaser, and upon the request of the Purchaser, mark its master
data processing records and other documents with a legend describing
the purchase by the Purchaser of the Receivables and the subsequent
transfer thereof to the Agent pursuant to the Transfer Agreement and
stating "THE RECEIVABLES IN THESE FILES HAVE BEEN ACQUIRED BY AND
CONVEYED TO PROFFITT'S CREDIT CORPORATION AND AN INTEREST THEREIN HAS
BEEN ASSIGNED TO NATIONSBANK, N.A., AS AGENT, FOR THE BENEFIT OF
ENTERPRISE FUNDING CORPORATION AND THOSE CERTAIN BANK INVESTORS
PURSUANT TO THE TRANSFER AND ADMINISTRATION AGREEMENT DATED AS OF
JANUARY 15, 1997, AS AMENDED FROM TIME TO TIME, AMONG PROFFITT'S
CREDIT CORPORATION, NATIONSBANK, N.A., ENTERPRISE FUNDING CORPORATION
AND THE OTHER SIGNATORIES NAMED THEREIN." The Seller shall, upon re-
quest of the Purchaser, obtain such additional search reports as the
Purchaser shall request. To the fullest extent permitted by appli-
cable law, the Purchaser shall be permitted to sign and file continua-
tion statements and amendments thereto and assignments thereof without
the Seller's signature. Carbon, photographic or other reproduction of
this Agreement or any financing statement shall be sufficient as a
financing statement.
(d) It is the express intent of the Seller and the
Purchaser that the conveyance of the Receivables by the Seller to the
Purchaser pursuant to this Agreement be construed as a sale of such
Receivables by the Seller to the Purchaser. Further, it is not the
intention of the Seller and the Purchaser that such conveyance be
deemed a grant of a security interest in the Receivables by the Seller
to the Purchaser to secure a debt or other obligation of the Seller.
However, in the event that, notwithstanding the express intent of the
parties, the Receivables are construed to constitute property of the
Seller, then (i) this Agreement also shall be deemed to be, and hereby
is, a security agreement within the meaning of the Relevant UCC; and
(ii) the conveyance by the Seller provided for in this Agreement shall
be deemed to be, and the Seller hereby grants to the Purchaser, a
security interest in, to and under all of the Seller's right, title
and interest in, to and under the Receivables outstanding on the Clos-
ing Date and thereafter owned by the Seller, together with all Related
Security and Collections with respect thereto and all proceeds of the
foregoing, to secure the rights of the Purchaser set forth in this
Agreement or as may be determined in connection therewith by
applicable law (collectively, the "Secured Obligations"). The Seller
and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Receiv-
ables, such security interest would be deemed to be a perfected
security interest in favor of the Purchaser under applicable law and
will be maintained as such throughout the term of this Agreement.
SECTION 2.2. Servicing of Receivables. The servicing,
administering and collection of the Receivables shall be conducted by
McRae's, which hereby agrees to perform, take or cause to be taken all
such action as may be necessary or advisable to collect each
Receivable from time to time, all in accordance with applicable laws,
rules and regulations and with the care and diligence which McRae's
employs in servicing similar receivables for its own account, in
accordance with the Credit Guidelines. With the consent of the Agent
and the Purchaser, McRae's may delegate certain functions to
Proffitt's, however, no such delegation shall relieve McRae's of its
obligations hereunder. The Purchaser hereby appoints the Servicer as
its agent to enforce the Purchaser's rights and interests in, to and
under the Receivables, the Related Security and the Collections with
respect thereto. The Servicer shall hold in trust for the Purchaser,
in accordance with its interests, all Records which evidence or relate
to the Receivables or Related Security, Collections and proceeds with
respect thereto. Notwithstanding anything to the contrary contained
herein, from and after the occurrence of a Termination Event or a
Servicer Default (each as defined in the Transfer Agreement), the
Agent or Enterprise, shall have the absolute and unlimited right to
terminate the McRae's servicing activities described in this Section
2.2. In consideration of the foregoing, the Purchaser agrees to pay
the Servicer a servicing fee of 2.00% per annum on the aggregate Out-
standing Principal Balance of Receivables sold, payable monthly, for
its performance of the duties and obligations described in this
Section 2.2; provided that any such monthly payment shall be reduced
by any amounts payable in such month by Enterprise or the Bank
Investors to the Servicer, in its capacity as Servicer pursuant to the
Transfer Agreement.
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ARTICLE III
CONSIDERATION AND PAYMENT; RECEIVABLES
SECTION 3.1. Purchase Price. (a) The Purchase Price for
the Receivables and related property conveyed on the Closing Date to
the Purchaser by the Seller under this Agreement shall be a dollar
amount equal to the product of (i) the aggregate Outstanding Principal
Balance of the Receivables as of the Cut-Off Date, as reflected on the
Cycle Certificate delivered on the Closing Date and (ii) the Purchase
Rate.
The Purchase Price for the Receivables and related property
conveyed on any date after the Closing Date shall be the dollar amount
equal to the product of (i) the aggregate Outstanding Principal
Balance of the Receivables sold during the applicable Purchase Period
as reflected in the applicable Investor Report and (ii) the Purchase
Rate on such date.
SECTION 3.2. Payment of Purchase Price. (a) The Purchase
Price for the Receivables sold on the Closing Date shall be paid (i)
by payment of $40,064,000 in immediately available funds, (ii) through
an advance under the Subordinated Note (such advance and any advance
thereunder as contemplated by Section 3.2(b), each an "Advance") in
the amount of $1,542,684.75 and (iii) the balance of the Purchase
Price shall be deemed paid as a contribution to the capital of the
Purchaser by the Seller of Receivables.
(b) The Purchase Price for the Receivables sold by the
Seller on any date after the date hereof (each, a "Purchase Date")
shall be paid either (i) in cash or (ii) if Purchaser does not have
sufficient cash to pay the Purchase Price, by means of (A) an Advance
under the Subordinated Note or (B) with the consent of the Seller,
capital contributed by the Seller to the Purchaser in the form of a
contribution of the additional Receivables or (iii) with the consent
of the Seller, any combination of the foregoing. In the event the
Purchaser does not have sufficient cash to pay the Purchase Price due
on any Purchase Date and the Seller is not willing to consent to the
payment of such insufficiency by means of a capital contribution, such
insufficiency shall be evidenced by the making of an Advance on such
Purchase Date in an original principal amount equal to such cash
shortfall owed to the Seller, provided, however that (i) at all times
prior to December 31, 1997, the Seller and the Purchaser agree to act
in good faith to minimize the amount of Advances made under the
Subordinated Note so as to cause the Purchaser's Net Worth to be not
less than 10% of the highest aggregate Outstanding Principal Balance
of all Eligible Receivables shown on any Cycle Certificate delivered
by the Servicer under the Transfer Agreement during the preceding
twelve months and (ii) from and after December 31, 1997, no Advance
shall be made if immediately thereafter the Net Worth of the Purchaser
would be less than 10% of the highest aggregate Outstanding Principal
Balance of all Eligible Receivables shown on any Cycle Certificate
delivered by the Servicer under the Transfer Agreement during the
preceding twelve months. All Advances made by the Seller to the Pur-
chaser shall be evidenced by a single subordinated note, duly executed
on behalf of the Purchaser, in substantially the form of Exhibit B
annexed hereto, delivered and payable to the Seller in a principal
amount equal to $75,000,000 (the "Subordinated Note"). The Seller is
hereby authorized by the Purchaser to endorse on the schedule attached
to the Subordinated Note (or a continuation of such schedule attached
thereto and made a part thereof) an appropriate notation evidencing
the date and amount of each Advance, as well as the date and amount of
each payment with respect thereto; provided, however, that the failure
of any Person to make such a notation shall not affect any obligations
of the Purchaser thereunder. Any such notation shall be conclusive
and binding as to the date and amount of such Advance, or payment of
principal or interest thereon, absent manifest error.
(c) The terms and conditions of the Subordinated Note and
all Advances thereunder shall be as follows:
(i) Repayment of Advances. All amounts paid by the
Purchaser with respect to the Advances shall be allocated first to the
repayment of accrued interest until all such interest is paid, and
then to the outstanding principal amount of the Advances. Subject to
the provisions of this Agreement, the Purchaser may borrow, repay and
reborrow Advances on and after the date hereof and prior to the
termination of this Agreement, subject to the terms, provisions and
limitations set forth herein.
(ii) Interest. The Subordinated Note shall bear
interest from its date on the outstanding principal balance thereof at
a rate per annum equal to one month LIBOR as published in the Money
Rates Section of The Wall Street Journal. Interest on each Advance
shall be computed based on the number of days elapsed in a year of 360
days.
(iii) Sole and Exclusive Remedy/Subordination. The
Purchaser shall be obligated to repay Advances to the Seller only to
the extent of funds available to the Purchaser from Collections on the
Receivables and, to the extent that such payments are insufficient to
pay all amounts owing to the Seller under the Subordinated Note, the
Seller shall not have any claim against the Purchaser for such amounts
and no further or additional recourse shall be available against
Purchaser. The Subordinated Note shall be fully subordinated to any
rights of Enterprise, the Bank Investors and their permitted assigns
pursuant to the Transfer Agreement, and shall not evidence any rights
in the Receivables.
(iv) Offsets, etc. The Purchaser may offset any
amount due and owing by the Seller against any amount due and owing by
Purchaser to the Seller under the terms of the Subordinated Note.
SECTION 3.3. Monthly Report. On each Determination Date,
the Seller shall deliver to the Purchaser a report covering the
preceding Collection Period, substantially in the form of the Investor
Report attached as Exhibit E to the Transfer Agreement, showing (i)
the aggregate Purchase Price of Receivables acquired or generated by
the Seller in the preceding Collection Period and (ii) the aggregate
Outstanding Principal Balance of such Receivables that are Eligible
Receivables as of the last day of such preceding Collection Period.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1. Seller's Representations and Warranties. The
Seller represents and warrants to the Purchaser as of the Closing Date
and shall be deemed to represent and warrant as of the date of the
creation of any sale of any interest in Receivables to the Purchaser
pursuant to this Agreement that:
(a) Corporate Existence and Power. The Seller is a corpo-
ration duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all corporate power
and all material governmental licenses, authorizations, consents and
approvals required to carry on its business in each jurisdiction in
which its business is now conducted. The Seller is duly qualified to
do business in, and is in good standing in, every other jurisdiction
in which the nature of its business requires it to be so qualified,
except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect.
(b) Corporate and Governmental Authorization; Contraven-
tion. The execution, delivery and performance by the Seller of this
Agreement are within the Seller's corporate powers, have been duly
authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any Official Body or official thereof
(except for the filing of UCC financing statements as required by this
Agreement), and do not contravene, or constitute a default under, any
provision of applicable law, rule or regulation or of the Certificate
of Incorporation or Bylaws of the Seller or of any agreement, judg-
ment, injunction, order, writ, decree or other instrument binding upon
the Seller or result in the creation or imposition of any Adverse
Claim on the assets of the Seller or any of its Subsidiaries (except
those created by this Agreement).
(c) Binding Effect. This Agreement will constitute the
legal, valid and binding obligation of the Seller, enforceable against
the Seller in accordance with its terms, subject to applicable bank-
ruptcy, insolvency, moratorium or other similar laws affecting the
rights of creditors generally.
(d) Perfection. Immediately preceding the sale of the Re-
ceivables and related property pursuant to this Agreement, the Seller
was the owner of all of the Receivables, free and clear of all Adverse
Claims. On or prior to the date of each sale of Receivables pursuant
to this Agreement, all financing statements and other documents re-
quired to be recorded or filed in order to perfect and protect the
ownership interest of the Purchaser in and to the Receivables against
all creditors of and purchasers from the Seller will have been duly
filed in each filing office necessary for such purpose and all filing
fees and taxes, if any, payable in connection with such filings shall
have been paid in full.
(e) Accuracy of Information. All information heretofore
furnished by the Seller to the Purchaser, the Agent, Enterprise and
any Bank Investor for purposes of or in connection with this Agreement
or any transaction contemplated hereby is, and all such information
hereafter furnished by the Seller to the Purchaser, the Agent,
Enterprise and any Bank Investor will be, true and accurate in every
material respect, on the date such information is stated or certified.
(f) Tax Status. The Seller has filed all material tax re-
turns (federal, state and local) required to be filed and has paid or
made adequate provision for the payment of all taxes, assessments and
other governmental charges.
(g) Action, Suits. Except as set forth in this Agreement,
there are no actions, suits or proceedings pending, or to the knowl-
edge of the Seller threatened, against or affecting the Seller or any
Affiliate of the Seller or their respective properties, in or before
any court, arbitrator or other body, which may, individually or in the
aggregate, have a Material Adverse Effect.
(h) Place of Business. The principal place of business and
chief executive office of the Seller is located at Jackson,
Mississippi, and the offices where the Seller keeps all its Records,
are located at the address(es) described on Exhibit C hereto or such
other locations notified to the Purchaser in accordance with this
Agreement in jurisdictions where all action required by the terms of
this Agreement has been taken and completed.
(i) Good Title. Upon the sale of the Receivables and
related property to the Purchaser pursuant to this Agreement, the
Purchaser shall acquire a valid and perfected first priority ownership
interest in each Receivable (and in the Related Security, Collections
and Proceeds with respect thereto) that exists on the date of this
Agreement and in each Receivable thereafter owned by the Seller and in
the Related Security, Collections and Proceeds with respect thereto
until the Termination Date in each case free and clear of any Adverse
Claim.
(j) Tradenames, Etc. As of the date hereof: (i) the
Seller's chief executive office is located at the address for notices
set forth in Section 9.3; (ii) the Seller has only the subsidiaries
and divisions listed on Exhibit D hereto; and (iii) the Seller has,
within the last five (5) years, operated only under the tradenames
identified in Exhibit D hereto, and, within the last five (5) years,
has not changed its name, merged with or into or consolidated with any
other corporation or been the subject of any proceeding under Title
11, United States Code (Bankruptcy), except as disclosed in Exhibit D
hereto.
(k) Nature of Receivables. Each Receivable (x) represented
by the Seller to be an Eligible Receivable, or (y) included in the
calculation of the Net Receivables Balance in fact satisfies at such
time the definition of "Eligible Receivable" set forth in the Transfer
Agreement and is an "eligible asset" as defined in Rule 3a-7 under the
Investment Company Act of 1940, as amended.
(l) Amount of Receivables. As of the Cut-Off Date, the
aggregate Outstanding Principal Balance of the Receivables in exis-
tence was at least $52,659,882.40.
(m) Credit Guidelines. Since January 9, 1997, there have
been no material changes in the Credit Guidelines other than as
permitted hereunder and under the Transfer Agreement. Since such
date, no material adverse change has occurred in the overall rate of
collection of the Receivables.
(n) Collections and Servicing. Since November 2, 1996,
there has been no material adverse change in the ability of the Seller
to service and collect the Receivables.
(o) Not an Investment Company. The Seller is not, and is
not controlled by, an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or is exempt from all
provisions of such Act.
(p) ERISA. Each of the Seller and its ERISA Affiliates is
in compliance in all material respects with ERISA and no lien exists
in favor of the Pension Benefit Guaranty Corporation on any of the Re-
ceivables.
(q) Lock-Box Accounts. The names and addresses of all the
Lock-Box Banks, together with the account numbers of the Lock-Box
Accounts at such Lock-Box Banks, are specified in Exhibit C to the
Transfer Agreement (or at such other Lock-Box Banks and/or with such
other Lock-Box Accounts as have been notified to the Purchaser and the
Agent and for which Lock-Box Agreements have been executed in accor-
dance with Section 2.8(b) of the Transfer Agreement and delivered to
the Servicer). All Obligors have been instructed to make payment to a
Lock-Box Account and only Collections are deposited into the Lock-Box
Accounts.
(r) Bulk Sales. No transaction contemplated by this
Agreement requires compliance with any bulk sales act or similar law.
(s) Preference; Voidability. The Seller warrants that the
conveyance of the applicable Receivables and Collections and Related
Security to the Purchaser, and each such conveyance, shall not have
been made for or on account of an antecedent debt owed by the Seller
to the Purchaser and no such transfer is or may be voidable under any
Section of the Bankruptcy Reform Act of 1978 (11 U.S.C. Section 101 et
seq.), as amended.
SECTION 4.2. Reaffirmation of Representations and Warran-
ties by the Seller; Notice of Breach. On each sale date, the Seller,
by accepting the proceeds of such sale, shall be deemed to have certi-
fied that all representations and warranties described in Section 4.1
are true and correct on and as of such day as though made on and as of
such day. The representations and warranties set forth in Section 4.1
shall survive the conveyance of the Receivables to the Purchaser, and
termination of the rights and obligations of the Purchaser and the
Seller under this Agreement. Upon discovery by the Purchaser or the
Seller of a breach of any of the foregoing representations and war-
ranties, the party discovering such breach shall give prompt written
notice to the other within three Business Days of such discovery.
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ARTICLE V
COVENANTS OF THE SELLER
SECTION 5.1. Covenants of the Seller. The Seller hereby
covenants and agrees with the Purchaser that, for so long as this
Agreement is in effect, and until all Receivables, an interest in
which has been sold to the Purchaser pursuant hereto, shall have been
paid in full or written-off as uncollectible, and all amounts owed by
the Seller pursuant to this Agreement have been paid in full, unless
the Purchaser otherwise consents in writing, the Seller covenants and
agrees as follows:
(a) Conduct of Business. The Seller will, and will cause
each of its Subsidiaries to, carry on and conduct its business in sub-
stantially the same manner and in substantially the same fields of
enterprise as it is presently conducted and do all things necessary to
remain duly incorporated, validly existing and in good standing as a
domestic corporation in its jurisdiction of incorporation and will
maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.
(b) Compliance with Laws. The Seller will, and will cause
each of its Subsidiaries to, comply in all material respects with all
laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it or its properties may be subject.
(c) Furnishing of Information and Inspection of Records.
The Seller will furnish to the Purchaser from time to time such infor-
mation with respect to the Receivables as the Purchaser may reasonably
request, including, without limitation, listings identifying the
Obligor and the Outstanding Principal Balance for each Receivable.
The Seller will at any time and from time to time during regular busi-
ness hours permit the Purchaser, or its agents or representatives, (i)
to examine and make copies of and abstracts from all Records and (ii)
to visit the offices and properties of the Seller for the purpose of
examining such Records, and to discuss matters relating to Receivables
or the Seller's performance hereunder with any of the officers, direc-
tors, employees or independent public accountants of the Seller having
knowledge of such matters.
(d) Keeping of Records and Books of Account. The Seller
will maintain a system of accounting established and administered in
accordance with generally accepted accounting principles, consistently
applied, and will maintain and implement administrative and operating
procedures (including, without limitation, an ability to recreate
records evidencing Receivables in the event of the destruction of the
originals thereof), and keep and maintain, all documents, books,
records and other information reasonably necessary or advisable for
the collection of all Receivables (including, without limitation,
records adequate to permit the daily identification of each new
Receivable and all Collections of and adjustments to each existing
Receivable). The Seller will give the Purchaser and the Agent notice
of any material change in the administrative and operating procedures
of the Seller referred to in the previous sentence.
(e) Performance and Compliance with Receivables and
Accounts. The Seller at its expense will timely and fully perform and
comply with all material provisions, covenants and other promises re-
quired to be observed by it under the Accounts related to the Receiv-
ables.
(f) Credit and Collection Policies. The Seller will comply
in all material respects with the Credit Guidelines in regard to each
Receivable and the related Account.
(g) Collections. The Seller shall instruct all Obligors to
cause all Collections to be deposited directly to a Lock-Box Account.
(h) Collections Received. The Seller shall hold in trust,
and deposit, immediately, but in any event not later than the close of
business on the second Business Day following its receipt thereof, to
a Lock-Box Account all Collections received from time to time by the
Seller.
(i) Sale Treatment. The Seller agrees to treat this
conveyance for all purposes (including, without limitation, tax and
financial accounting purposes) as a sale and, to the extent any such
reporting is required, shall report the transactions contemplated by
this Agreement on all relevant books, records, tax returns, financial
statements and other applicable documents as a sale of the Receivables
to the Purchaser.
(j) ERISA. The Seller shall promptly give the Purchaser
written notice upon becoming aware that the Seller or any of its
Subsidiaries is not in compliance in all material respects with ERISA
or that any ERISA lien on any of the Receivables exists.
SECTION 5.2. Negative Covenants of the Seller. During the
term of this Agreement, unless the Agent and the Purchaser shall
otherwise consent in writing:
(a) No Sales, Liens, Etc. Except as otherwise provided
herein, the Seller will not sell, assign (by operation of law or
otherwise) or otherwise dispose of, or create or suffer to exist any
Adverse Claim upon (or the filing of any financing statement) or with
respect to (x) any of the Receivables, the Related Security or
Collections, (y) any goods (other than inventory), the sale of which
may give rise to any Receivable, Related Security or Collections (sub-
ject, in each case with respect to Related Security constituting re-
turned inventory, to the applicable provisions of Section 9-306 of the
Relevant UCC) or (z) upon or with respect to any account which concen-
trates in a Lock-Box Bank (including any Lock-Box Account) to which
any Collections of any Receivable are sent, or, in each case, assign
any right to receive income in respect thereof. The Seller shall, and
will cause each of its Subsidiaries to, specifically exclude from the
property subject to any Adverse Claim granted on inventory any and all
accounts receivable generated by sales of such inventory and the
proceeds thereof and shall provide, upon the Purchaser's request, evi-
dence satisfactory to the Purchaser that any such Adverse Claim (and
each related UCC financing statement or other related filing) express-
ly excludes any such accounts receivable. The Seller will provide the
Purchaser and the Agent with a copy of any inventory financing agree-
ment at least three Business Days prior to the effectiveness thereof.
(b) No Extension or Amendment of Receivables. The Seller
will not extend, amend or otherwise modify the terms of any Receiv-
able, or amend, modify or waive any term or condition of any Account
related thereto, except as provided in Sections 5.2 and 6.2 of the
Transfer Agreement.
(c) No Change in Business or Credit Guidelines. Except as
provided in the Transfer Agreement, the Seller will not make any
change in the character of its business or in the Credit Guidelines,
which change might, in either case, impair the collectability of any
substantial portion of the Receivables or otherwise result in a
Material Adverse Effect.
(d) Change in Payment Instructions to Obligors. The Seller
will not add or terminate, or make any change to, any Lock-Box
Account, except in accordance with the Transfer Agreement.
(e) Deposits to Lock-Box Accounts. The Seller will not
deposit or otherwise credit, or cause or permit to be so deposited or
credited, to any Lock-Box Account, cash or cash proceeds other than
Collections of Receivables.
(f) Change of Name, Etc. The Seller shall not change its
name, identity or structure or location of its chief executive office,
unless at least ten (10) days prior to the effective date of any such
change the Seller delivers to the Purchaser and the Agent (i) such
documents, instruments or agreements, including, without limitation,
appropriate financing statements under the Relevant UCC, executed by
the Seller necessary to reflect such change and to continue the
perfection of the Purchaser's and any assignee's interest in the
Receivables and (ii) new or revised Lock-Box Agreements which reflect
such change and enable the Agent to exercise its rights under Section
2.8 of the Transfer Agreement.
(g) Separate Business. The Seller shall not: (i) fail to
maintain separate books, financial statements, accounting records and
other corporate documents from those of the Purchaser, (ii) commingle
any of its assets or the assets of any of its Affiliates with those of
the Purchaser, (iii) pay from its own assets any obligation or
indebtedness of any kind incurred by the Purchaser, (iv) directly, or
through any of its Affiliates, borrow funds or accept credit or
guaranties from the Purchaser except pursuant to this Agreement in
connection with the purchase of the Receivables.
SECTION 5.3. Indemnification. The Seller agrees to indem-
nify, defend and hold the Purchaser harmless from and against any and
all loss, liability, damage, judgment, claim, deficiency, or expense
(including interest, penalties, reasonable attorneys' fees and amounts
paid in settlement) to which the Purchaser or any assignee thereof may
become subject insofar as such loss, liability, damage, judgment,
claim, deficiency, or expense arises out of or is based upon a breach
by the Seller of its representations, warranties and covenants con-
tained herein, or any information certified in any schedule or
certificate delivered by the Seller hereunder, being untrue in any
material respect at any time. The obligations of the Seller under
this Section 5.3 shall be considered to have been relied upon by the
Purchaser, Enterprise and the Agent and shall survive the execution,
delivery, performance and termination of this Agreement, regardless of
any investigation made by the Purchaser, Enterprise or the Agent or on
behalf of any of them.
ARTICLE VI
REPURCHASE OBLIGATION
SECTION 6.1. Mandatory Repurchase.
(a) Breach of Warranty. If on any day any Receivable,
which has been sold by the Seller hereunder and which has been
reported by the Seller as an Eligible Receivable, shall fail to meet
the conditions set forth in the definition of "Eligible Receivable"
(except to the extent such conditions expressly relate to an earlier
date) or for which any representation or warranty made herein in
respect of such Receivable shall no longer be true, the Seller shall
be deemed to have received on such day a Collection of such Receivable
in full and shall on such day pay to the Purchaser an amount equal to
the aggregate Outstanding Principal Balance of such Receivable;
provided that, prior to the Termination Date, such amount may be paid
by a reduction in the Purchase Price paid to the Seller on the next
occurring Purchase Date, unless the Purchaser is required to make a
payment in respect of such breach pursuant to the Transfer Agreement.
(b) Reconveyance Under Certain Circumstances. The Seller
agrees that, with respect to any Receivable sold hereunder, in the
event of a breach of any of the representations and warranties set
forth in Sections 4.1(e), 4.1(g), 4.1(h), 4.1(j), 4.1(l), 4.1(o),
4.1(p) or 4.1(q), the Seller shall accept the reconveyance of such
Receivable upon receipt by the Seller of notice given in writing by
the Purchaser and the Seller's failure to cure such breach within
thirty (30) days (or, in the case of representations and warranties
found in Sections 4.1(d) or 4.1(i), within three (3) days) of such no-
tice. In the event of a reconveyance under this Section 6.1(b), the
Seller shall pay to the Purchaser in immediately available funds on
such 30th day (or third day, if applicable) an amount equal to the
Outstanding Principal Balance of any such Receivable; provided that,
prior to the Termination Date, such amount may be paid by a reduction
in the Purchase Price paid to the Seller on the next occurring
Purchase Date, unless the Purchaser is required to make a payment in
respect of such breach pursuant to the Transfer Agreement.
SECTION 6.2. Dilutions, Etc. The Seller agrees that if on
any day the Outstanding Principal Balance of a Receivable sold by the
Seller hereunder is either (x) reduced as a result of any defective,
rejected or returned merchandise or services, any discount, credit,
rebate, dispute, warranty claim, repossessed or returned goods,
chargeback, allowance or any billing adjustment, or (y) reduced or
canceled as a result of a setoff or offset in respect of any claim by
any Person (whether such claim arises out of the same or a related
transaction or an unrelated transaction) or (z) any other downward
adjustments to the balance of such Receivable without receiving
Collections therefor and prior to such Receivable becoming a Defaulted
Receivable, then the Seller shall be deemed to have received on such
day a collection of such Receivable in the amount of such reduction,
cancellation or payment made by the Obligor and shall on such day pay
to the Purchaser an amount equal to such reduction or cancellation;
provided that, prior to the Termination Date, such amount may be paid
by a reduction in the Purchase Price paid to the Seller on the next
occurring Purchase Date, unless the Purchaser is required to make a
payment in respect of such breach pursuant to the Transfer Agreement.
SECTION 6.3 No Recourse. Except as otherwise provided in
this Article VI, the purchase and sale of the Receivables under this
Agreement shall be without recourse to the Seller.
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ARTICLE VII
CONDITIONS PRECEDENT
SECTION 7.1. Conditions to the Purchaser's Obligations
Regarding Receivables. The obligations of the Purchaser to purchase
the Receivables on the Closing date and any Purchase Date shall be
subject to the satisfaction of the following conditions:
(a) All representations and warranties of the Seller con-
tained in this Agreement shall be true and correct on the Closing Date
and on each Purchase Date thereafter with the same effect as though
such representations and warranties had been made on such date;
(b) All information concerning the Receivables provided to
the Purchaser shall be true and correct in all material respects as of
the Closing Date, in the case of any Receivables existing on the Clos-
ing Date, or the Purchase Date, in the case of any Receivables created
after the Closing Date;
(c) The Seller shall have substantially performed all other
obligations required to be performed by the provisions of this Agree-
ment;
(d) The Seller shall have filed or caused to be filed the
financing statement(s) required to be filed pursuant to Section
2.1(b);
(e) 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 the Purchaser, and the
Purchaser shall have received from the Seller copies of all documents
(including, without limitation, records of corporate proceedings)
relevant to the transactions herein contemplated as the Purchaser may
reasonably have requested; and
(f) On the Closing Date, the Seller shall deliver to the
Purchaser and the Agent a Cycle Certificate as of the Cut-Off Date.
ARTICLE VIII
TERM AND 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 the date following the earlier of (i) the date desig-
nated by the Purchaser or the Seller as the termination date at any
time following sixty (60) day's written notice to the other (with a
copy thereof to the Agent), (ii) the date on which the Agent declares
a Termination Date pursuant to Section 7.2 of the Transfer Agreement,
(iii) the day on which a Reinvestment Termination Date shall occur
under the Transfer Agreement unless the Transferred Interest shall
have been assigned (or concurrently is so assigned) to the Bank In-
vestors under Section 10.7 of the Transfer Agreement, (iv) upon the
occurrence of an Event of Bankruptcy with respect to either the Pur-
chaser or the Seller, (v) the close of business on the third Business
Day following a conveyance of Receivables to the Purchaser for which
the Purchaser does not pay the Purchase Price in accordance with the
provisions hereof, or (vi) the date on which either the Purchaser or
the Seller becomes unable for any reason to purchase or re-purchase
any Receivable in accordance with the provisions of this Agreement or
defaults on its obligations hereunder, which default continues
unremedied for more than thirty (30) days after written notice (any
such date being a "Termination Date"); provided, however, that the
termination of this Agreement pursuant to this Section 8.1 hereof
shall not discharge any Person from any obligations incurred prior to
such termination, including, without limitation, any obligations to
make any payments with respect to the interest of the Purchaser in any
Receivable sold prior to such termination.
SECTION 8.2. Effect of Termination. Following the
termination of this Agreement pursuant to Section 8.1, the Seller
shall not sell, and the Purchaser shall not purchase, any Receivables.
No termination or rejection or failure to assume the executory obliga-
tions of this Agreement in any Event of Bankruptcy with respect to the
Seller or the Purchaser shall be deemed to impair or affect the
obligations pertaining to any executed sale or executed obligations,
including, without limitation, pre-termination breaches of represen-
tations and warranties by the Seller or the Purchaser. Without
limiting the foregoing, prior to termination, the failure of the
Seller to deliver computer records of Receivables or any reports
regarding the Receivables shall not render such transfer or obligation
executory, nor shall the continued duties of the parties pursuant to
Article V or Section 9.1 of this Agreement render an executed sale
executory.
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ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.1. Amendment. This Agreement and the rights and
obligations of the parties hereunder may not be changed orally, but
only by an instrument in writing signed by the Purchaser and the
Seller and consented to in writing by the Agent. Any reconveyance
executed in accordance with the provisions hereof shall not be con-
sidered amendments to this Agreement.
SECTION 9.2. GOVERNING LAW; Submission to Jurisdiction.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSISSIPPI.
(b) The parties hereto hereby submit to the nonexclu-
sive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in The
City of New York for purposes of all legal proceedings arising out of
or relating to this Agreement or the transactions contemplated hereby.
Each party hereto hereby irrevocably waives, to the fullest extent it
may effectively do so, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court
has been brought in an inconvenient forum. Nothing in this Section
9.2 shall affect the right of the Purchaser to bring any other action
or proceeding against the Seller or its property in the courts of
other jurisdictions.
SECTION 9.3. Notices. Except as provided below, all
communications and notices provided for hereunder shall be in writing
(including telecopy or electronic facsimile transmission or similar
writing) and shall be given to the other party at its address or
telecopy number set forth below or at such other address or telecopy
number as such party may hereafter specify for the purposes of notice
to such party. Each such notice or other communication shall be
effective (i) if given by telecopy, when such telecopy is transmitted
to the telecopy number specified in this Section 9.3 and confirmation
is received, (ii) if given by mail three Business Days following such
posting, postage prepaid, U.S. certified or registered, (iii) if given
by overnight courier, one Business Day after deposit thereof with a
national overnight courier service, or (iv) if given by any other
means, when received at the address specified in this Section 9.3.
(a) in the case of the Purchaser:
Proffitt's Credit Corporation
300 South Fourth Street, Suite 1100
Las Vegas, Nevada 89101
Attn: Douglas E. Coltharp, President
Telephone: (702) 598-3738
Telecopy: (702) 598-3651
(with a copy to Proffitt's, Inc.)
with a copy to:
NationsBank, N.A.
NationsBank Corporate Center
100 North Tryon Street
NC1-007-10-07
Charlotte, NC 28255
Attention: Michelle M. Heath NC1-007-10-07
Structured Finances
Telephone: (704) 386-7922
Telecopy: (704) 388-9169
(b) in the case of the Seller:
Proffitt's Inc.
3455 Highway 80 West
Jackson, Mississippi 39209
Telephone: (601) 968-4394
Telecopy: (601) 968-4354
Attn: Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
(c) in the case of the Servicer:
MCRAE'S, INC.
3455 Highway 80 West
Jackson, Mississippi 39209
Telephone: (601) 968-4394
Telecopy: (601) 968-4354
Attn: Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
(with a copy to Proffitt's, Inc.)
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 Agree-
ment 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, agreements,
provisions, or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement.
SECTION 9.5. Assignment. This Agreement may not be
assigned by the parties hereto, except that the Purchaser may assign
its rights hereunder pursuant to the Transfer Agreement to the Agent,
for the benefit of Enterprise and the Bank Investors, and that Enter-
prise may assign any or all of its rights to any Liquidity Provider.
The Purchaser hereby notifies (and the Seller hereby acknowledges
that) the Purchaser, pursuant to the Transfer Agreement, has assigned
its rights hereunder to the Agent. All rights of the Purchaser here-
under may be exercised by the Agent or its assignees, to the extent of
their respective rights pursuant to such assignments.
SECTION 9.6. Further Assurances. The Purchaser and the
Seller agree to do and perform, from time to time, any and all acts
and to execute any and all further instruments required or reasonably
requested by the other party more fully to effect the purposes of this
Agreement, including, without limitation, the execution of any
financing statements or continuation statements or equivalent
documents relating to the Receivables for filing under the provisions
of the Relevant UCC or other laws of any applicable jurisdiction.
SECTION 9.7. No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the Purchaser, the
Seller or the Agent, 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 privilege provided by law.
SECTION 9.8. Counterparts. This Agreement may be executed
in two or more counterparts including telecopy transmission thereof
(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 9.9. Binding Effect; Third-Party Beneficiaries.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
The Agent, on behalf of Enterprise and the Bank Investors, and any Li-
quidity Provider is intended by the parties hereto to be a third-party
beneficiary of this Agreement.
SECTION 9.10. Merger and Integration. Except as
specifically stated otherwise herein, this Agreement sets forth the
entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded
by this Agreement. This Agreement may not be modified, amended,
waived or supplemented except as provided herein.
SECTION 9.11. Headings. The headings herein are for
purposes of reference only and shall not otherwise affect the meaning
or interpretation of any provision hereof.
SECTION 9.12. Exhibits. The schedules and exhibits
referred to herein shall constitute a part of this Agreement and are
incorporated into this Agreement for all purposes.
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IN WITNESS WHEREOF, the Purchaser, the Seller and the
Servicer each have caused this Receivables Purchase Agreement to be
duly executed by their respective officers as of the day and year
first above written.
PROFFITT'S, INC.,
as Seller
By:
Name:
Title:
PROFFITT'S CREDIT CORPORATION,
as Purchaser
By:
Name:
Title:
MCRAE'S, INC.,
as Servicer
By:
Name:
Title:
Acknowledged and agreed as
of the date first above written:
ENTERPRISE FUNDING CORPORATION
By:_____________________________
Name:
Title:
NATIONSBANK, N.A., as Agent
By:_____________________________
Name:
Title:
EXHIBIT A
[FORM OF MONTHLY REPORT]
EXHIBIT B
FORM OF SUBORDINATED NOTE
__________________
_________ __, 199_
FOR VALUE RECEIVED, the undersigned, PROFFITT'S CREDIT
CORPORATION, a Nevada corporation (the "Maker"), hereby promises to
pay to the order of PROFFITT'S, INC. (the "Payee"), on _________, ____
or earlier as provided for in the Receivables Purchase Agreement dated
as of the date hereof between the Maker and the Payee (as such
agreement may from time to time be amended, supplemented or otherwise
modified and in effect, the "Receivables Purchase Agreement"), the
lesser of the principal sum of Seventy-Five Million Dollars
($75,000,000.00) or the aggregate unpaid principal amount of all
Advances to the Maker from the Payee pursuant to the terms of the
Receivables Purchase Agreement, in lawful money of the United States
of America in immediately available funds, and to pay interest from
the date thereof on the principal amount hereof from time to time
outstanding, in like funds, at said office, at the rate per annum set
forth in the Receivables Purchase Agreement and shall be payable in
arrears on the first day of each calendar month (or if any such day is
not a Business Day, on the succeeding Business Day).
The Maker hereby waives diligence, presentment, demand,
protest and notice of any kind whatsoever. The non-exercise by the
holder hereof of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any
subsequent instance.
All borrowings evidenced by this Subordinated Note and all
payments and prepayments of the principal hereof and interest hereon
and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof, or on a
continuation thereof which shall be attached hereto and made a part
hereof, or otherwise recorded by such holder in its internal records;
provided, however, that the failure of the holder hereof to make such
a notation or any error in such a notation shall not in any manner
affect the obligation of the Maker to make payments of principal and
interest in accordance with the terms of this Subordinated Note and
the Receivables Purchase Agreement.
The Maker shall have the right to prepay and, subject to the
limitations set forth in the Receivables Purchase Agreement, reborrow
Advances made to it without penalty or premium.
This Subordinated Note is the Subordinated Note referred to
in the Receivables Purchase Agreement, which, among other things,
contains provisions for the subordination of this Subordinated Note to
the rights of certain parties under the Transfer Agreement, all upon
the terms and conditions therein specified.
This Note shall be governed by, and construed in accordance
with, the laws of the State of Mississippi.
PROFFITT'S CREDIT CORPORATION
By:
Name:
Title:
Advances and Payments
Amount of Payments Unpaid Principal Name of Person
Date Advance Principal/Interest Balance of Note Making Notation
1/15/97 $1,542,684.75
EXHIBIT C
LOCATION OF RECORDS, PRINCIPAL PLACE OF BUSINESS, ETC.
1. 300 South Fourth Street
Suite 1100
Las Vegas, Nevada 89101
2. 3455 Highway 80 West
Jackson, Mississippi 39209
EXHIBIT D
TRADENAMES, ETC.
None