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AMENDMENT NO. 2
Dated as of February 1, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of June 13, 1995
By and Between
YOUNKERS CREDIT CORPORATION,
Seller,
PROFFITT'S, INC.,
successor-by-merger to Younkers, Inc.,
Servicer,
and
THE CHASE MANHATTAN BANK,
formerly known as Chemical Bank,
Trustee
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AMENDMENT NO. 2
This AMENDMENT NO. 2 dated as of February 1, 1997 (this
"Amendment") is among YOUNKERS CREDIT CORPORATION, a Delaware
corporation (the "Seller"), PROFFITT'S, INC, a Tennessee corporation and
successor-by-merger to Younkers, Inc., a Delaware corporation (the
"Servicer"), and THE CHASE MANHATTAN BANK, formerly known as Chemical
Bank, as Trustee (the "Trustee") under the Pooling and Servicing
Agreement dated as of June 13, 1995 among the Seller, the Servicer and
the Trustee (the "Agreement").
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to the Agreement
(capitalized terms used and not otherwise defined herein shall be
defined as they are defined in the Agreement);
WHEREAS, the Seller, the Servicer and the Trustee are
authorized by Section 13.1(b) of the Agreement to enter into this
Amendment; and
NOW, THEREFORE, in consideration of the mutual promises
contained herein, in the Agreement and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
Section 1. Amendments to the Agreement
1.1 The definition of "Recoveries" in Section 1.1 of the
Agreement is amended in its entirety to read as follows:
"'Recoveries' shall mean all amounts recorded as recoveries
with respect to receivables (whether or not in respect of
Accounts) arising under Charge Account Agreements that relate
to "Younkers" credit cards and which have previously been
charged off as uncollectible."
1.2 Section 2.5(o) of the Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding the foregoing, Seller may amend the
provisions of its Certificate of Incorporation to reflect the
merger of Younkers, Inc. with and into Proffitt's, Inc., a
Tennessee corporation."
1.3 Section 8.7 is amended in its entirety to read as
follows:
"In the ordinary course of business, the Servicer may at any
time delegate any duties hereunder to any other Person who
agrees to conduct such duties in accordance with the Charge
Account Guidelines. In addition, the Servicer may at any time
delegate any or all of its duties hereunder to McRae's, Inc.,
a Mississippi corporation ("McRae's"), provided that McRae's
agrees to conduct such duties in accordance with the Charge
Account Guidelines.
Any such delegations shall not relieve the Servicer of its
liability and responsibility with respect to such duties, and
shall not constitute a resignation within the meaning of
Section 8.5 hereof."
Section 2. Amendment of UCC Financing Statements.
The parties hereto agree that the UCC financing statements
originally filed against Younkers, Inc., naming Seller as
Purchaser/Secured Party and the Trustee as Assignee, may be amended to
reflect the revised definition of "Recoveries" set forth above.
Section 3. Representations and Warranties.
Each of the Seller and the Servicer represents and warrants
that:
(a) Its execution, delivery and performance of this Amendment
are within its corporate powers, have been duly authorized by all
necessary corporate action and do not require any consent or
approval which has not been obtained.
(b) This Amendment and the Agreement as amended hereby are
legal, valid and binding obligations of it enforceable in
accordance with their respective terms, except as enforcement may
be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally or by general
equitable principles.
Section 3. Conditions Precedent.
This Amendment shall become effective as of its date,
provided that all of the following conditions are met:
(a) This Amendment shall have been executed and delivered
by the parties hereto;
(b) the Servicer shall have provided an Officer's
Certificate to the Trustee to the effect that (i) this Amendment
will not materially and adversely affect the interests of any
Certificateholder, (ii) the Servicer provided at least ten
Business Days' prior written notice to each Rating Agency of this
Amendment and received written confirmation from each Rating
Agency to the effect that the rating of any Series rated by such
Rating Agency will not be reduced or withdrawn as a result of
this Amendment and (iii) all of the conditions precedent to the
effectiveness of this Amendment have been satisfied;
(c) the Seller and the Servicer shall have provided
Opinions of Counsel to the Trustee to the effect that (i) this
Amendment shall not cause the Trust to be characterized for
Federal income tax purposes as an association taxable as a
corporation or otherwise have any material adverse impact on the
Federal income taxation of any outstanding Series of Investor
Certificates or any Certificate Owner, and (ii) this Amendment
complies with all the requirements of the Agreement.
Section 4. Miscellaneous.
(a) Applicability of the Agreement.
In all respects not inconsistent with the terms and
provisions of this Amendment, the provisions of the Agreement are
hereby ratified, approved and confirmed.
(b) Headings.
The captions in this Amendment are for convenience of
reference only and shall not define or limit the provisions hereof.
(c) Counterparts.
This Amendment may be executed in counterparts, each of which
shall constitute an original but all of which, when taken together,
shall constitute but one and the same instrument.
(d) Governing Law.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(e) The Trustee.
The Trustee shall not be responsible in any manner whatsoever
for or in respect of the sufficiency of this Amendment or for or in
respect of the recitals contained herein, all of which recitals are
made solely by the Seller and the Servicer.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first above written.
YOUNKERS CREDIT CORPORATION
By:_______________________________
Name:____________________________
Title:___________________________
PROFFITT'S, INC.
By: _____________________________
Name:____________________________
Title:___________________________
THE CHASE MANHATTAN BANK, as Trustee
By: _____________________________
Name:____________________________
Title:___________________________