FORM OF

1
EXHIBIT 4.3

FORM OF

AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

between

______________________

as Seller

and

XXXXXXXX'X CREDIT CORPORATION,

as Purchaser

and

XXXXXXXX'X, INC.

as Servicer

Dated as of August __, 1997

CONTENTS

ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.2. Other Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 1.3. Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE II - PURCHASE, CONVEYANCE AND SERVICING OF RECEIVABLES . . . . . . . . . . . . . . . . 7
SECTION 2.1. Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.2. Servicing of Receivables . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE III - CONSIDERATION AND PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.1. Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.2. Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.3. Monthly Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE IV - REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.1. Seller's Representations and Warranties . . . . . . . . . . . . . . . . 13
SECTION 4.2. Reaffirmation of Representations and Warranties by the Seller . . . . . 16
SECTION 4.3. Repurchase of Ineligible Receivables . . . . . . . . . . . . . . . . . . 16
SECTION 4.4. Repurchase After Cure Period . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.5. Repurchase of All Receivables . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE V - COVENANTS OF THE SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.1. Covenants of the Seller . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.2. Negative Covenants of the Seller . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.3. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE VI - REPURCHASE OBLIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.1. Mandatory Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.2. Dilutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE VII - CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 7.1. Conditions to the Purchaser's Obligations Regarding Receivables . . . . 27
ARTICLE VIII - TERM AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 8.1. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 8.2. Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE IX - MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 9.1. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 9.2 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 9.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 9.4. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 9.5. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 9.6. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 9.7. No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . 31

SECTION 9.8. No Bankruptcy Petition Against the Purchaser or Trust . . . . . . . . . 31
SECTION 9.9. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 9.10. Binding Effect; Third-Party Beneficiaries . . . . . . . . . . . . . . . 31
SECTION 9.11. Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 9.12. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 9.13. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

EXHIBITS

Exhibit A: [Reserved]
Exhibit B: Form of Subordinated Note
Exhibit C: Location of Records, Principal Place of Business, etc.
Exhibit D: Subsidiaries, Divisions, Trade Names, Bankruptcy Proceedings

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AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT,
dated as of August __, 1997 (as amended, supplemented or otherwise modified
and in effect from time to time, this "Agreement"), between [ ], a [ ]
corporation, as seller (the "Seller"), XXXXXXXX'X CREDIT CORPORATION, a Nevada
corporation, as Purchaser, and XXXXXXXX'X, INC., a Tennessee corporation, as
servicer (the "Servicer").

W I T N E S S E T H :

WHEREAS, the Seller, the Purchaser and the Servicer have
entered into a Receivables Purchase Agreement dated as of [ ], 1997 (the
"Receivables Purchase Agreement") as amended as of _______, 1997;

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;

WHEREAS, the Transfer and Administration Agreement, dated as
of January 15, 1997, by and among the Purchaser, XxXxx'x, Inc., as Servicer,
Xxxxxxxx'x, Inc., as Servicer Guarantor, Enterprise Funding Corporation and
NationsBank N.A., as Agent and Bank Investor, is being terminated as of the
date hereof;

WHEREAS, the Purchaser, as transferor, Xxxxxxxx'x, Inc., as
Servicer, and Norwest Bank Minnesota, National Association, as trustee
(together with its successors, the "Trustee") are entering into a Master
Pooling

and Servicing Agreement (the "Pooling and Servicing Agreement") as of the date
hereof, and a trust is being created thereby on behalf of the holders of
certificates in such trust;

WHEREAS, the Seller, the Purchaser and the Servicer desire to
amend and restate the Receivables Purchase Agreement in its entirety as a
result of the foregoing;

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 Pooling and Servicing
Agreement:

"Account" shall have the meaning specified in the Pooling and
Servicing Agreement.

"Additional Accounts" shall have the meaning specified in the
Pooling and Servicing Agreement.

"Advance" shall have the meaning specified in Section 3.2(a)
hereof.

"Automatic Additional Accounts" shall have the meaning
specified in the Pooling and Servicing Agreement.

"Certificateholders" shall have the meaning specified in the
Pooling and Servicing Agreement.

"Closing Date" shall mean August __, 1997.

"Creation Date" shall have the meaning specified in the
Pooling and Servicing Agreement.

"Cut-Off Date" shall have the meaning specified in the Pooling
and Servicing Agreement.

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"Eligible Account" shall have the meaning specified in the
Pooling and Servicing Agreement.

"Eligible Receivable" shall have the meaning specified in the
Pooling and Servicing Agreement.

"Event of Bankruptcy" shall have the meaning specified in the
Pooling and Servicing Agreement.

"Finance Charges" shall have the meaning specified in the
Pooling and Servicing Agreement.

"Insurance Charges" shall have the meaning specified in the
Pooling and Servicing Agreement.

"XxXxx'x" shall mean XxXxx'x, Inc., a Mississippi corporation,
and its successors and assigns.

"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
(12) 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 (12) months (or such other
period reasonably determined by the Purchaser);

SF = a Servicer fee equal to 2.00% per annum of the
Adjusted Investor Amount;

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

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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
Maximum 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 (12) months and the denominator of
which is the estimated outstanding principal
balance of Receivables expected to be sold by
___ to ___ in the next twelve (12) 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 Monthly Period
reported upon in the most recent Monthly Servicer Report delivered after the
Closing Date.

"Purchase Price" shall have the meaning set forth in Section
3.1.

"Purchaser" shall mean Xxxxxxxx'x Credit Corporation, a Nevada
corporation, and its successors and assigns, including any Transferor other
than the Bank.

"Receivable" shall mean any amount owing by an Obligor under
an Account, including any Additional Account and/or Automatic Additional
Account, from time to time, including, without limitation, amounts owing for
the payment of merchandise and services, Insurance Charges, service contract
charges, Finance Charges and all other fees and charges. In calculating the
aggregate amount of Receivables on any day, the amount of Receivables shall be
reduced by the aggregate amount of adjustments stated in Section 3.8 of the
Pooling and Servicing Agreement, in the Accounts on such day. Any Receivables
which the Seller is unable to transfer under circumstances similar to those
described in Section 2.5(d) of the Pooling and Servicing Agreement shall not be
included for the period in which such Receivables cannot be transferred under
conditions similar to those described in such Section 2.5(d) in calculating the
aggregate amount of Receivables.

"Related Security" means, with respect to any Receivable, all
of the Seller's rights, title and interest in, to and under the following, as
and to the extent applicable:

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(i) all of the Seller's interest, if any, in the
merchandise (including returned or repossessed merchandise), if any,
the sale of which gave rise to such Receivable;

(ii) all other security interests or liens and property
subject thereto from time to time, if any, purporting to secure
payment of such Receivable, whether pursuant to the Account related to
such Receivable or otherwise, together with all financing statements
signed by an Obligor describing any collateral securing such
Receivable;

(iii) all guarantees, indemnities, warranties, insurance
(and proceeds and premium refunds thereof) or other agreements or
arrangements of any kind from time to time supporting or securing
payment of such Receivable whether pursuant to the Account related to
such Receivable or otherwise;

(iv) all records related to such Receivable; and

(v) all Proceeds of any of the foregoing.

"Relevant UCC" shall mean the Uniform Commercial Code as in
effect in the States of Alabama, Iowa, Minnesota and Mississippi, as applicable.

"Secured Obligations" shall have the meaning set forth in
Section 2.1(d) hereof.

"Subservicer" shall mean initially XxXxx'x and any Person
thereafter appointed by the Servicer as Subservicer of the Receivables.

"Subordinated Note" shall have the meaning specified in
Section 3.2(b) hereof.

"Termination Date" shall have the meaning specified in Section
8.1 hereof.

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. To the extent that the definitions of accounting terms herein are
inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained herein shall control. The
definitions of all terms defined herein shall include the singular as well as
the plural form of such terms and

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the masculine of such terms as well as the feminine and neuter genders of such
terms. The terms "include", "including" or "includes" shall mean including
without limitation by way of enumeration or otherwise.

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
sets-over and conveys to the Purchaser, without recourse, 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 now existing or hereafter created, and owned by the Seller (subject
to the limitations on Receivables in Additional Accounts and in Automatic
Additional Accounts contained in Section 2.6 of the Pooling and Servicing
Agreement), through any Termination Date (but not thereafter), together with
all Related Security, if any, and all Collections and other monies due or to
become due with respect thereto (including all Finance Charges, Recoveries and
Interchange, if any) and all proceeds of the foregoing, including Insurance
Proceeds. 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 Eligible Receivables of the Seller that exist as of the close of business
on the Cut-Off Date together with any Eligible Receivables created thereafter
prior to the Closing Date. With respect to Receivables to be sold pursuant to
this Agreement by the Seller after the Closing Date, such Receivables shall be
deemed to be all the Eligible Receivables created or deemed created after the
close of business on the Cut-Off Date (subject to the limitations on
Receivables in Additional Accounts and in Automatic Additional Accounts
contained in Section 2.6 of the Pooling and Servicing Agreement).

(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 and proceeds, 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 statements or
a file-stamped copy of such financing statements or other evidence of such
filings to the Purchaser on the Closing Date.

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(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 reflect this purchase and sale transaction, execute and
file such financing or continuation statements or amendments thereto or
assignments thereof (as permitted pursuant hereto) as may be requested by the
Purchaser, and shall indicate clearly and unambiguously in the Seller's
computer files and other records that the Receivables transferred hereby have
been sold to the Purchaser pursuant to this Agreement and subsequently
transferred to the Trustee pursuant to the Pooling and Servicing Agreement.
[The Seller shall, upon request of the Purchaser, obtain such additional search
reports as the Purchaser shall request.] To the fullest extent permitted by
applicable law, the Purchaser shall be permitted to sign and file continuation
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 Closing 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 Receivables, such security interest would be deemed to be a
perfected first priority 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 the
Servicer, which hereby agrees to

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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
the Servicer employs in servicing similar receivables for its own account, in
accordance with the Credit Guidelines. With the consent of the Trustee and
the Purchaser, the Servicer may delegate certain functions to the Subservicer;
provided, however, no such delegation shall relieve the Servicer 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, if any, and the Collections with respect
thereto, and the Seller agrees to cooperate with and assist the Purchaser and
the Servicer in connection with any such efforts, including acting as agent for
and on behalf of the Purchaser and the Servicer in connection therewith . 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, if any, Collections and proceeds with respect thereto.
Notwithstanding anything to the contrary contained herein, from and after a
Servicer Default ( as defined in the Pooling and Servicing Agreement), a
Successor Servicer shall be appointed as provided in Article X of the Pooling
and Servicing Agreement. The Purchaser agrees to pay the Servicer a Servicing
Fee for the Servicer's performance of the duties and obligations described in
this Section 2.2 and in Article III of the Pooling and Servicing Agreement.

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ARTICLE III

CONSIDERATION AND PAYMENT; RECEIVABLES

SECTION 3.1. Purchase Price. (a) The purchase price
("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 Principal Receivables
as of the Cut-Off 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 Monthly Servicer 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 $______ 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 $______ and (iii) the
balance, if any, of the Purchase Price shall be deemed paid as a contribution
to the capital of the Purchaser by the Seller of Receivables in the event that
such Seller is a shareholder of the Purchaser.

(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) as the Purchaser may elect, in its sole discretion,
by means of (A) an Advance under the Subordinated Note or (B) a capital
contribution by the Seller to the Purchaser in the form of a contribution of
the additional Receivables] or (iii) 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 is ineligible to make or elects not to make 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 no Advance shall be made if immediately thereafter the Net Worth
of the Purchaser would be less than 10% of the highest Aggregate Principal
Receivables outstanding during the immediately preceding twelve (12) calendar
month period. All Advances made by the Seller to the Purchaser 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 of up to $_____ (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 or otherwise

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recorded in its internal records) 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.

(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 actual number of days elapsed based upon 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 the Trustee, the Certificateholders and their permitted
assigns pursuant to the Pooling and Servicing Agreement, and shall not evidence
any rights in the Receivables.

(iv) Offsets. 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
Monthly Period, substantially in the form of the Monthly Servicer Report
attached as Exhibit E to the Pooling and Servicing Agreement, showing (i) the
aggregate Purchase Price of

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Receivables acquired or generated by the Seller in the preceding Monthly
Period and (ii) the aggregate outstanding principal balance of such
Receivables that are Eligible Receivables as of the last day of such preceding
Monthly 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 any sale of any
interest in Receivables, including Receivables in Additional Accounts and
Automatic Additional Accounts to the Purchaser pursuant to this Agreement that:

(a) Corporate Existence and Power. The Seller is a
corporation, duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, and has full power, authority
and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently conducted, to
execute, deliver and perform its obligations under this Agreement. The Seller
is duly qualified to do business and is in good standing (or is exempt from
such requirements) and has obtained all necessary licenses and approvals with
respect to the Seller, in each jurisdiction in which failure to so qualify or
to obtain such licenses and approvals would render any Account Agreement
relating to an Account or any Receivable unenforceable by it, the Purchaser or
the Trust or would have a material adverse effect on the Certificateholders or
on the Purchaser's or the Servicer's ability to perform their respective
obligations under this Agreement, the Pooling and Servicing Agreement or any
Supplement thereto.

(b) Corporate and Governmental Authorization; Contravention.
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, and require no action by or in respect of, or
filing with, any Governmental Authority or official thereof (except for the
filing of UCC financing and continuation statements, and amendments thereto, as
required by this Agreement). The execution and delivery of this Agreement by
the Seller, the performance by the Seller of the transactions contemplated by
this Agreement and the fulfillment by the Seller of the terms hereof and
thereof will not conflict with, violate or result in any breach of any of the
material terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, any Requirement of Law applicable to
the Seller or any indenture, contract, agreement, mortgage, deed of trust or
other instrument to which the Seller is a party or by which it or any of its
properties are bound and which conflict, violation, breach or default would
have a material adverse effect on the Purchaser or the Certificateholders or on
the Purchaser's or the Servicer's ability to perform their respective
obligations under the Pooling and Servicing Agreement.

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(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 bankruptcy,
insolvency, receivership, conservatorship, reorganization, moratorium or other
similar laws now or hereafter in effect affecting the enforcement of
creditors' rights in general and except as such enforceability may be limited
by general principles of equity (whether considered in a proceeding at law or
in equity).

(d) Perfection. Immediately preceding the sale, transfer and
assignment of the Receivables and the related property pursuant to this
Agreement, the Seller had good and marketable title to all of the Receivables
and such related property, free and clear of all Liens (except those Liens
permitted by the Pooling and Servicing Agreement). On or prior to the date of
each sale of Receivables and such related property pursuant to this Agreement,
all financing statements and other documents required to be recorded or filed
in order to perfect and protect the ownership interest of the Purchaser in and
to the Receivables and such related property 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) Tax Status. The Seller has filed all material tax
returns (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.

(f) Action, Suits. There are no proceedings or
investigations pending or, to the knowledge of the Seller, threatened against
the Seller before any Governmental Authority (i) asserting the invalidity of
this Agreement, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, (iii) seeking any determination or
ruling that, in the reasonable judgment of the Seller, would materially and
adversely affect the performance by the Seller of its obligations under this
Agreement, (iv) seeking any determination or ruling that would materially and
adversely affect the validity or enforceability of this Agreement (v) seeking
to affect adversely the federal income tax attributes of the Trust.

(g) Place of Business. The principal place of business and
chief executive office of the Seller is located at ___________, _________ and
the offices where the Seller keeps all its Records with respect to its Accounts
and Receivables, 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.

(h) True Sale. This Agreement constitutes a valid sale,
transfer and assignment to the Purchaser of all right, title and interest of
the Seller in and to the

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Receivables and related property to be transferred hereby, whether existing on
the date of this Agreement or hereafter created in the Accounts and the
proceeds thereof which is effective as to each Receivable upon the creation
thereof, and upon such transfer to the Purchaser hereunder, the Purchaser shall
obtain good and marketable title to such Receivables and related property, free
and clear of all Liens (except those Liens permitted by the Pooling and
Servicing Agreement).

(i) Trade Names, 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 trade names 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 Xxxxx 00, Xxxxxx Xxxxxx Code (Bankruptcy), except as disclosed
in Exhibit D hereto].

(j) Nature of Receivables. As of the Cut-Off Date, the
Initial Closing Date or Creation Date, as applicable, and in the case of
Receivables in Additional Accounts, as of the related Additional Account
Cut-Off Date, (i) each Receivable then existing is an Eligible Receivable, and
(ii) as of the Initial Closing Date, and, as of the applicable Additional
Account Cut-Off Date with respect to Additional Accounts, and as of the
applicable Distribution Date on which a computer file, microfiche or written
list is delivered pursuant to Section 2.1(b) of the Pooling and Servicing
Agreement with respect to Automatic Additional Accounts included automatically
pursuant to Section 2.6(d) of the Pooling and Servicing Agreement, Schedule 1
to the Pooling and Servicing Agreement is in all material respects an accurate
and complete listing of all the Accounts of the Seller sold, transferred and
assigned to the Purchaser as of the Cut-Off Date or the applicable Additional
Account Cut-Off Date, the applicable Creation Date and the date of such
Schedule 1, as the case may be, and the information contained therein with
respect to the identity of such Accounts and the Receivables existing
thereunder is true and correct in all material respects as of the dates
thereof, including applicable Cut-Off Date, Additional Account Cut-Off Date or
Creation Date. On each day on which any new Receivable is created, the Seller
shall be deemed to represent and warrant to the Purchaser that each Receivable
created on such day is an Eligible Receivable.

(k) Eligibility of Accounts. As of the applicable Cut-Off
Date or Additional Account Cut-Off Date, each Account was an Eligible Account
and no selection procedures adverse to the Purchaser or the Certificateholders
have been employed in selecting the Accounts.

(l) Amount of Receivables. As of the Cut-Off Date, the
aggregate outstanding principal balance of the Receivables in existence was
$________.

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(m) 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.

(n) ERISA. The Seller 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 Receivables.

(o) Bulk Sales. No transaction contemplated by this
Agreement requires compliance with any bulk sales act or similar law.

(p) No Insolvency. The Seller is not insolvent immediately
prior to any transfer of Accounts and Receivables hereunder, and will not be
rendered insolvent immediately following such transfer.

SECTION 4.2. Reaffirmation of Representations and Warranties
by the Seller; Notice of Breach. On each sale date, the Seller, by accepting
the proceeds of such sale, shall be deemed to have certified 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 and that all the
covenants to be performed by the Seller have been performed. 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 warranties, the party discovering such breach shall give
prompt written notice to the other within three (3) Business Days of such
discovery.

SECTION 4.3. Repurchase of Ineligible Receivables.

(a) Automatic Repurchase. In the event that a Receivable is
not an Eligible Receivable as a result of the failure to satisfy the conditions
set forth in clause (iii) of the definition of Eligible Receivable, and either
of the following two conditions is met:

(i) the Lien on the subject Receivable (1) ranks
prior to the Lien created pursuant to this Agreement, (2) arises in
favor of the United States of America or any state or any agency or
instrumentality thereof or involves taxes or liens arising under Title
IV of ERISA, or (3) has been consented to by the Seller; or

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(ii) the Lien on the subject Receivable is not of the
types described in clause (i) above, but, as a result of such breach
or event, such Receivable becomes a Receivable in a Defaulted Account
or the Purchaser's rights in, to or under such Receivable or its
proceeds are materially impaired or the proceeds of such Receivable
are not available for any reason to the Purchaser free and clear of
any Lien except Liens permitted hereby;

then, upon the earlier to occur of the discovery of such breach or event by the
Seller or receipt by the Seller of written notice of such breach or event given
by the Purchaser, the Servicer or the Trustee, each such Receivable or, at the
option of the Seller, all such Receivables with respect to the related Account,
automatically shall be repurchased by the Seller on the terms and conditions
set forth in Article VI hereof.

SECTION 4.4. Repurchase After Cure Period. In the event of a
breach of any of the representations and warranties set forth in Section 4.1(j)
or (k) with respect to a Receivable (other than in the event that a Receivable
is not an Eligible Receivable as a result of the failure to satisfy the
conditions set forth in clause (iii) of the definition of Eligible Receivable),
and as a result of such breach or event such Receivable becomes a Receivable in
a Defaulted Account or the Purchaser's rights in, to or under such Receivable
or its proceeds are materially impaired or the proceeds of such Receivable are
not available for any reason to the Purchaser free and clear of any Lien except
Liens permitted hereby, then, upon the expiration of 90 days or any longer
period specified by the Servicer (not to exceed an additional 90 days) from the
earlier to occur of (x) the discovery of any such event by the Transferor or
the Servicer or (y) receipt by the Purchaser or the Servicer of written notice
of any such event given by the Trustee, each such Receivable or, at the option
of the Purchaser, all such Receivables with respect to the related Account,
shall be repurchased by the Seller on the terms and conditions set forth in
Article VI hereof; provided, however, that no such repurchase shall be required
to be made if, on any day within such applicable period, (A) such
representation and warranty with respect to such Receivable shall then be true
and correct in all material respects as if such Receivable had been transferred
to the Trust on such day, and (B) the related Account is no longer a Defaulted
Account as the result of the breach of such representation and warranty, and
the Trust's rights in, to or under such Receivable or its proceeds are no
longer materially impaired as a result of a breach of such representation and
warranty, and the proceeds of such Receivable are available to the Trust free
and clear of all Liens resulting in the breach of such representation and
warranty, as applicable.

SECTION 4.5 Repurchase of All Receivables. In the event that
any of the representations or warranties set forth in Sections 4.1(a), 4.1(b),
4.1(c), 4.1(d) or 4.1(j) are breached and such breach results in a requirement
that the Purchaser repurchase such Receivable under the Pooling and Servicing
Agreement or (iii) a material amount of

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Receivables are deemed not to be Eligible Receivables, and such event has a
materially adverse effect on the Purchaser or the Certificateholders, and the
Transferor is required to accept reassignment of all Receivables at the order
of the Trustee or the Certificateholders, then the Seller shall repurchase all
Receivables on the terms and conditions set forth in Article VI hereof.

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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 and
the Pooling and Servicing Agreement are 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 charged off, and all amounts owed by the Seller pursuant
to this Agreement, including all Advances under the Subordinated Note, 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 credit card business in
substantially the same manner as 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. The Seller will
maintain all authority required to conduct its business in each jurisdiction in
which its business is conducted, the failure of which would render any Account
Agreement relating to an Account or any Receivable unenforceable by it, the
Purchaser or the Trust or would have a material adverse effect on the
Certificateholders or on the Purchaser's or the Servicer's ability to perform
their respective obligations under this Agreement, the Pooling and Servicing
Agreement or any Supplement thereto.

(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 information with
respect to the Receivables as the Purchaser may reasonably request, including,
without limitation, a computer file, microfiche or written list containing a
complete list showing each Account, identified by account number, and
Receivable balance. The Seller will at any time and from time to time during
regular business 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, directors, employees or
independent public accountants of the Seller having knowledge of such matters.

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(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 produce or 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 Trustee 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 required to be observed by it
under the Account Agreements related to the Accounts and the Receivables.

(f) Account Agreements and Credit Card Guidelines. The
Seller shall comply, and shall cause its Subsidiaries to comply with and
perform, their respective obligations under the applicable Account Agreements
relating to the Accounts and the Credit Card Guidelines except insofar as any
failure so to comply or perform would not materially and adversely affect the
rights of the Purchaser, the Trust or the Certificateholders, the ability of
the Servicer to collect the Receivables, the validity or enforceability of this
Agreement, the Pooling and Servicing Agreement, or any documents or agreements
related thereto, or on the performance by any party of its obligations
thereunder.

The Seller also covenants that, except as required by law or
as the Seller shall deem advisable for its credit card program based on a good
faith assessment by the Seller, in its sole discretion, of the various factors
affecting the use of its credit card accounts, the Seller will not reduce the
finance charges or other fees on the Accounts if, as a result of such
reduction, its reasonable expectation of Portfolio Yield as of the time of such
reduction would be less than the weighted average base rates of all outstanding
Series. In addition, the Seller covenants that, unless required by law, it
will not reduce the annual percentage rate, if its reasonable expectation of
Portfolio Yield would be less than the highest Certificate Rate for any
outstanding Series.

(g) Collections Received. The Seller shall direct or cause
all collections of Receivables to be remitted as directed by the Purchaser. In
the event that the Seller receives any such collection, the Seller shall hold
in trust for and on behalf of the

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Purchaser and the Trust, as their interests may appear, and remit, immediately,
but in any event not later than the close of business on the second Business
Day following its receipt thereof, to the Servicer, all Collections received
from time to time by the Seller.

(h) 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.

(i) 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 Trustee and the Purchaser shall otherwise
consent in writing:

(a) No Sales, Liens, Etc. Except for the conveyances
hereunder, the Seller will not sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any Lien on any
Receivable, whether now existing or hereafter created, or any interest therein;
the Seller will notify the Purchaser of the existence of any Lien on any
Receivable transferred and sold by the Seller to Purchaser hereby, immediately
upon discovery thereof; and the Seller will defend the right, title and
interest of the Purchaser and the Trust in, to and under the Receivables,
whether now existing or hereafter created, against all claims of third parties
claiming through or under the Seller; provided, however, that nothing in this
Section 5.2(a) shall prevent or be deemed to prohibit the Seller from suffering
to exist upon any of the Receivables any Liens for [state], municipal or other
local taxes and other governmental charges if such taxes or governmental
charges shall not at the time be due and payable or if the Transferor shall
currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves under
generally accepted accounting principles with respect thereto.

(b) Account Agreements and Credit Card Guidelines. Subject
to compliance with all Requirements of Law, the failure to comply with which
would have a material adverse effect on the Purchaser or the
Certificateholders, the Seller or the Servicer may change the terms and
provisions of the Account Agreements or the Credit Card Guidelines in any
respect (including, without limitation, the calculation of the amount, or the
timing, of charge offs of Receivables) as follows: (a) if the Seller owns a
comparable segment of accounts, then such change shall be made applicable to
such comparable segment of the accounts owned and serviced by the Seller that
have characteristics the same as, or substantially similar to, the Accounts
that are the subject of

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such change, and (ii) if the Seller does not own such a comparable segment,
then the Seller will not make or cause to be made any such change with the
intent to materially benefit the Seller over the Purchaser or the
Certificateholders.

(c) 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) Business Days prior to the effective date of any such change
the Seller delivers to the Purchaser 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 first
priority interest in the Receivables.

SECTION 5.3. Indemnification. The Seller agrees to indemnify,
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 contained herein, or any information certified in any written
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 and shall
survive the execution, delivery, performance and termination of this Agreement
and any sale or transfer of the Receivables or any interest therein by the
Purchaser, regardless of any investigation made by the Purchaser or on its
behalf.

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ARTICLE VI

REPURCHASE OBLIGATION

SECTION 6.1. Mandatory Repurchase.

(a) Breach of Warranty. If on any day the repurchase of any
Receivable which has been sold by the Seller hereunder shall be required
pursuant to Section 4.3 or 4.4 hereof, 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, plus outstanding Finance Charges accrued thereon
through the date of such repurchase; provided that, prior to the Termination
Date, such amount may be paid, at the election of the Purchaser, by (i) a
reduction in or an offset to 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 Pooling and Servicing Agreement, or
(ii) by an offset to and a reduction in, the amount of Advances outstanding
under the Subordinated Note; provided, however, in all events at least the
amount of any cash deposit required to be made by the Transferor under the
Pooling and Servicing Agreement in respect of the retransfer of such Ineligible
Receivable shall be paid in cash by the Seller.

(b) Repurchase of All Receivables. If on any day the
repurchase of all Receivables which have been sold by the Seller hereunder
shall be required pursuant to Section 4.5 hereof, the Seller shall be deemed to
have received on such day a Collection of such Receivables in full and shall on
such day pay to the Purchaser an amount equal to the aggregate outstanding
principal balance of such Receivable, plus Finance Charges and interest accrued
thereon through the date of such repurchase, provided, if elected by the
Purchaser, the amount of any outstanding Advances under the Subordinated Note
may be reduced in whole or in part by the amount owed to the Purchaser under
this Section 6.1(b); provided, however, in all events at least the amount of
any cash deposit required to be made by the Transferor under the Pooling and
Servicing Agreement in respect of the retransfer of such Ineligible Receivable
shall be paid in cash by the Seller.

SECTION 6.2. Dilutions, etc. If the Servicer or the Seller
makes any downward Adjustment Payment Obligation to any Receivable, or if the
Servicer or the Seller otherwise adjusts downward the amount of any Receivable
without receiving Collections therefor or without charging off such amount as
uncollectible, 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

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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 sooner
pursuant to the Pooling and Servicing Agreement. Similarly, if the Servicer or
the Seller adjusts downward the amount of any Receivable because such
Receivable was discovered as having been created through a fraudulent or
counterfeit charge or with respect to which the covenant contained in Section
5.2(a) hereof was breached, 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 sooner
pursuant to the Pooling and Servicing Agreement. Any adjustment ("Adjustment
Payment Obligation"), required pursuant to either of the two preceding
sentences shall be made within two (2) Business Days of the making of the
Adjustment Payment Obligation, and in no event later than the end of the
Monthly Period in which such adjustment obligation arises.

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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
contained 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 Closing Date, or
the Purchase Date, in the case of any Receivables created after the Closing
Date, and in each Schedule of Accounts delivered to the Purchaser hereunder for
inclusion in Schedule 1 to the Pooling and Servicing Agreement;

(c) The Seller shall have substantially performed all other
obligations required to be performed by the provisions of this Agreement;

(d) The Seller shall have filed or caused to be filed the
financing and continuation statement(s) and all amendments thereto required to
be filed pursuant to Section 2.1(b); and

(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.

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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 on which the
Trustee declares a Pay Out Event with respect to all outstanding Series of the
Trust pursuant to the Pooling and Servicing Agreement and any Supplements, (ii)
the date on which the Trust terminates, (iii) the date on which an event
described in the first sentence of Section 9.2(a) of the Pooling and Servicing
Agreement occurs with respect to the Seller and is not , (iv) 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 obligations 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 representations 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. Any reconveyance
executed in accordance with the provisions hereof shall not be considered an
amendment to this Agreement.

SECTION 9.2. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
[ALABAMA/MISSISSIPPI] __________.

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 (3)
Business Days following such posting, postage prepaid, U.S. first class or
overnight mail, (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:

Xxxxxxxx'x Credit Corporation
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

(with a copy to Xxxxxxxx'x, Inc.)
0000 Xxxxxxx 00 Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxxx]

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[Executive Vice President and
Chief Financial Officer]

(b) in the case of the Seller:

________________
0000 Xxxxxxx 00 Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxxx]
[Executive Vice President and
Chief Financial Officer]

XXXXXXXX'X, INC
0000 Xxxxxxx 00 Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attn: Senior Vice President
Vice President and
Chief Financial Officer]

(with a copy to Xxxxxxxx'x, 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 Agreement 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 and Designation of Selling
Subsidiaries.

(a) This Agreement may not be assigned by the parties hereto,
except that the Purchaser may assign its rights hereunder pursuant to the
Pooling and Servicing

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Agreement to the Trustee, for the benefit of the Certificateholders. The
Purchaser hereby notifies (and the Seller hereby acknowledges that) the
Purchaser, pursuant to the Pooling and Servicing Agreement, has assigned all
its rights hereunder to the Trustee. All rights of the Purchaser hereunder
may be exercised by the Trustee or its assignees, to the extent of their
respective rights pursuant to such assignments.

(b) The Seller may from time to time designate its
subsidiaries, divisions or department stores as "Selling Subsidiaries." To
become a Selling Subsidiary, (i) the Purchaser, the Seller and the proposed
Selling Subsidiary must execute an assumption agreement pursuant to which the
Selling Subsidiary assumes certain of the Seller's obligations under this
Agreement and is granted the right to sell Receivables to the Purchaser upon
the terms and conditions set forth herein, (ii) such proposed Selling
Subsidiary must deliver certain other documents (including UCC-1 financing
statements) to the Transferor, the Trustee and the Rating Agencies, (iii)
certain representations and warranties made by such must be true as of the date
it first sells Receivables to the Transferor, and (iv) each Rating Agency must
confirm that the Rating Agency Condition will be met. In the event any Selling
Subsidiary is designated and approved hereunder, each reference to the Seller
herein shall be deemed to include each Selling Subsidiary.

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 Trustee (as assignee of the Purchaser), 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. No Bankruptcy Petition Against the Purchaser or
Trust. Each of the Seller and the Servicer hereby covenants and agrees that,
prior to the date which is one year and one day after the payment in full of
all Certificates, it will not

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institute against, or join any other Person in instituting against, the
Purchaser or the Trust any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other similar proceeding under the laws of the
United States or any state of the United States.

SECTION 9.9. 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 9.10. 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 Trustee on
behalf of the Certificateholders is intended by the parties hereto to be a
third-party beneficiary of this Agreement, but otherwise no Person not a party
is intended to or shall have any rights hereunder, whether as a third party
beneficiary or otherwise.

SECTION 9.11. Merger and Integration. Except as
specifically stated otherwise herein or incorporated hereby, 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 9.12. Headings. The cover page, table of contents,
article and section headings hereof are for purposes of convenience of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

SECTION 9.13. Exhibits. The schedules and exhibits
referred to herein shall constitute a part of this Agreement and are
incorporated into this Agreement for all purposes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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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.

_______________________________,
as Seller

By: ____________________________,
Name:
Title:

XXXXXXXX'X CREDIT CORPORATION,
as Purchaser

By: _____________________________,
Name:
Title:

XXXXXXXX'X, INC.
as Servicer

By: _____________________________,
Name:
Title:

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EXHIBIT A

to the

RECEIVABLES PURCHASE AGREEMENT

[RESERVED]

36
EXHIBIT B

to the

RECEIVABLES PURCHASE AGREEMENT

FORM OF SUBORDINATED NOTE

EXHIBIT B
to the
RECEIVABLES PURCHASE AGREEMENT

FORM OF SUBORDINATED NOTE

__________________
_________ __, 199_

FOR VALUE RECEIVED, the undersigned, XXXXXXXX'X CREDIT
CORPORATION, a Nevada corporation (the "Maker"), hereby unconditionally
promises to pay to the order of ____________ (the "Payee"), on _________, ____
or earlier as provided for in the Amended and Restated 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 ____________ Million Dollars ($___________) or the aggregate
unpaid principal amount of all Advances to the Maker from the Payee pursuant to
Section 3.2, and the other 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 Section 3.2(c)(iii) of 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 (a) the failure of the
holder hereof to make such a notation or record or (b) 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. 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.

The Maker shall have the right to borrow, repay and, subject
to the limitations set forth in the Receivables Purchase Agreement, reborrow
Advances made to it without penalty, premium or charge.

B-1

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 Pooling and Servicing Agreement, all upon the terms
and conditions therein specified.

Capitalized terms not otherwise defined herein are used herein
with the respective meanings given them in the Receivables Purchase Agreement.

This Note shall be governed by, and construed in accordance
with, the laws of the State of ___________.

XXXXXXXX'X CREDIT CORPORATION

By:
------------------------------
Name:
Title:

B-2
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ADVANCES AND PAYMENTS

Date and Amount of Payments Unpaid Principal Name of Person
Advance Principal/Interest Balance of Note Making Notation
------- ------------------ --------------- ---------------

B-3
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EXHIBIT C

to the

RECEIVABLES PURCHASE AGREEMENT

LOCATION OF RECORDS, PRINCIPAL PLACE OF BUSINESS, ETC.

EXHIBIT C
to the
RECEIVABLES PURCHASE AGREEMENT

LOCATION OF RECORDS, PRINCIPAL PLACE OF BUSINESS, ETC.

1. 000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxx, Xxxxxx 00000

2. [3455 Xxxxxxx 00 Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000]

C-1

EXHIBIT D

to the

RECEIVABLES PURCHASE AGREEMENT

SUBSIDIARIES, DIVISIONS, TRADE NAMES, BANKRUPTCY PROCEEDINGS

EXHIBIT D
to the
RECEIVABLES PURCHASE AGREEMENT

SUBSIDIARIES, DIVISIONS, TRADE NAMES, BANKRUPTCY PROCEEDINGS

None

D-1

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