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Exhibit 10.13.6
SIXTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
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This Sixth Amendment to Receivables Purchase Agreement dated as of
August 26, 1995 (this "Sixth 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:
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WHEREAS, the Originators and the Purchaser entered into a Receivables
Purchase Agreement dated as of December 15, 1992 (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, all the Originators are wholly owned subsidiaries of Federated
Department Stores, Inc. ("Federated") and wish to effect, from time to time,
mergers and consolidations among the Originators;
WHEREAS, the Originators and the Purchaser wish to amend the Purchase
Agreement to permit such mergers and consolidations and the consequences
thereof;
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. Capitalized terms used herein and not otherwise defined have the
meanings assigned such terms in the Purchase Agreement.
2. Section 5.01(h) of the Purchase Agreement is hereby amended by
inserting the following phrase in the fourth line thereof, after the word
"Agreement,":
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"or as a result of a transaction that effects a merger of an Originator
into or with another Originator or a consolidation among two or more
Originators,". . .
3. 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 Sixth Amendment does not adversely affect in any material
respect the interests of any of the Investor Certificateholders, which
certificate is required to be delivered to the Trustee pursuant to Section 8.01
of the Purchase Agreement.
4. Attached hereto as Exhibit B is an Opinion of Counsel evidencing
that the amendment to the Purchase Agreement effected by this Sixth Amendment
shall not cause the Trust to be characterized for federal income tax purposes as
an association taxable as a corporation or otherwise have a material adverse
impact on the federal income taxation of any outstanding Series of Investor
Certificates or any Certificate of Owner, which Opinion of Counsel is required
to be provided pursuant to Section 8.01 of the Purchase Agreement.
5. The Purchase Agreement, as amended by this Sixth Amendment, shall
continue in full force and effect among the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.
THE ORIGINATORS:
ABRAHAM & STRAUS, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
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BLOOMINGDALE'S, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
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BURDINES, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
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JORDAN MARSH STORES CORPORATION
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
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LAZARUS PA, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
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STERN'S DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
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RICH'S DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
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THE BON, INC.
By: /s/ Dennis J. Broderick
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Title: Vice President
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FDS NATIONAL BANK
Date: 8/26/95 By: /s/ Susan P. Storer
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Title: CFO & Treasurer
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THE PURCHASER:
PRIME RECEIVABLES CORPORATION
Date: 8/26/95 By: /s/ Susan R. Robinson
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Title: President
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EXHIBIT A
FDS NATIONAL BANK
OFFICER'S CERTIFICATE
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Pursuant to Section 8.01 (a) of the Receivables Purchase Agreement
dated as of December 15, 1992 (the "Purchase Agreement") among the Originators
listed therein and Prime Receivables Corporation, as amended, FDS National Bank,
a national banking association, as Servicer, certifies that the amendment to the
Purchase Agreement effected by the Sixth Amendment To Receivables Purchase
Agreement dated as of August 26, 1995 will not adversely effect in any material
respect the interests of any of the Investor Certificateholders (as defined in
the Purchase Agreement).
/s/ Susan P. Storer
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FDS National Bank
as Servicer
August 26, 1995 Name: Susan P. Storer
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Title: CFO & Treasurer
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