1
SECOND SUPPLEMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This SECOND SUPPLEMENT TO RECEIVABLES PURCHASE AGREEMENT dated as of
May 31, 1994 (this "Supplement"), is between PRIME RECEIVABLES CORPORATION, a
Delaware corporation (the "Purchaser") and LAZARUS PA, INC., an Ohio corporation
(the "New Sub").
W I T N E S S E T H
WHEREAS, certain wholly owned operating subsidiaries (collectively, the
"Originators") of Federated Department Stores, Inc. ("Federated") and the
Purchaser, a wholly owned special purpose subsidiary of Federated, entered into
a Receivables Purchase Agreement dated as of December 15, 1992, (as heretofore
amended, waived or otherwise modified, the "Purchase Agreement"), pursuant to
which the Purchaser has agreed to purchase Receivables (as defined in the
Purchase Agreement) from the Originators on the terms and subject to the
conditions set forth in such agreement;
WHEREAS, Section 2.06 of the Purchase Agreement contemplates that a
direct wholly owned subsidiary of Federated may become an Additional Originator
provided certain conditions are met;
WHEREAS, the New Sub is a direct wholly owned subsidiary of Federated
and desires to become an Additional Originator under the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
ARTICLE I - DEFINITIONS
SECTION 1.01. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined have the meanings assigned such terms in the Purchase
Agreement.
ARTICLE II - ADDITION OF NEW SUB AS AN ORIGINATOR
SECTION 2.01. SALE OF RECEIVABLES. The New Sub agrees to sell
Receivables to the Purchaser and the Purchaser agrees to buy Receivables from
the New Sub, on the terms and subject to the conditions set forth in the
Purchase Agreement.
SECTION 2.02. REPRESENTATIONS AND WARRANTIES OF NEW SUB. The New Sub
hereby certifies to the Purchaser that, with respect to the New Sub, each of the
1
2
representations and warranties contained in Sections 4.02 and 4.03 of the
Purchase Agreement is true and correct.
SECTION 2.03. COVENANTS OF THE NEW SUB. The New Sub hereby agrees to
comply with each of the covenants set forth in Article V of the Purchase
Agreement.
SECTION 2.04. DESIGNATION AS ORIGINATOR. The Purchaser and the New Sub
hereby agree that, pursuant to Section 2.06 of the Purchase Agreement, upon the
effectiveness of this Supplement, the New Sub shall in all respects be
designated, and have all of the rights and obligations of, an Originator under
the Purchase Agreement.
ARTICLE III - CONDITIONS TO EFFECTIVENESS
SECTION 3.01. CONDITIONS PRECEDENT. This Supplement shall not become
effective until the following conditions precedent are met:
(a) the New Sub shall have delivered to the Purchaser the items
identified in Section 3.01(c) of the Purchase Agreement; and
(b) The Purchaser shall have received notice from each Rating
Agency that the inclusion of the New Sub as an Additional
Originator pursuant to Section 2.06 of the Purchase Agreement
will not result in a reduction or withdrawal of its then
existing rating of any Class of Investor Certificates issued
and outstanding on the date of such notice.
SECTION 3.02. BINDING EFFECT. This Supplement shall become effective
(i) upon the fulfillment of each of the conditions to effectiveness identified
in Section 3.01 hereof and (ii) when it shall have been executed by each party
hereto, and from such date shall be binding upon and inure to the benefit of
each party hereto and their respective successors and assigns.
ARTICLE IV - MISCELLANEOUS
SECTION 4.01. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 4.02. EXECUTION IN COUNTERPARTS. This Supplement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
Supplement.
2
3
SECTION 4.03. HEADINGS. The headings in this Supplement are solely for
convenience of reference and shall not be given any effect in the construction
or interpretation of this Supplement.
SECTION 4.04. ENTIRE AGREEMENT. This Supplement sets forth the entire
understanding of the parties hereto concerning the matters set forth herein and
supersedes all prior arrangements, communications and discussions, whether oral
or written, between the parties concerning such matters.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
PRIME RECEIVABLES CORPORATION
BY: /S/ SUSAN R. ROBINSON
----------------------------
TITLE: PRESIDENT
-------------------------
LAZARUS PA, INC.
BY: /S/ DENNIS J. BRODERICK
----------------------------
TITLE: VICE PRESIDENT
-------------------------
3
4
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, as amended, FDS National Bank, a national banking
association, as Servicer, certifies that the addition of Lazarus PA, Inc. as an
Originator under the Receivables Purchase Agreement dated as of December 15,
1992, will not adversely affect in any material respect the interests of any of
the Investor Certificateholders.
/s/ Susan P. Storer
------------------------
FDS National Bank
As Servicer
May 31, 1994 Name: Susan P. Storer
------------------------
Title: Chief Financial Officer
4