Exhibit 99.2
Amendment No. 1 dated as of May 6, 1998 to the Receivables Purchase Agreement
dated as of February 2, 1998, by and among National Bank of the Great Lakes, as
Seller, ▇▇▇▇▇▇▇▇'▇ Credit Corporation, as Purchaser, and ▇▇▇▇▇▇▇▇'▇, Inc., as
Servicer
NATIONAL BANK OF THE GREAT LAKES,
as Seller
▇▇▇▇▇▇▇▇'▇ CREDIT CORPORATION,
as Purchaser
and
▇▇▇▇▇▇▇▇'▇, INC.,
as Servicer
______________________________
AMENDMENT NO. 1
dated as of May 6, 1998
to the
RECEIVABLES PURCHASE AGREEMENT
dated as of February 2, 1998
______________________________
-7-
THIS AMENDMENT NO. 1 dated as of May 6, 1998 (this "Amendment") to the
Receivables Purchase Agreement, dated as of February 2, 1998 (the "RPA"), is by
and among National Bank of the Great Lakes, a national banking association, as
seller (the "Seller"), ▇▇▇▇▇▇▇▇'▇ Credit Corporation, a Nevada corporation, as
purchaser (the "Purchaser"), and ▇▇▇▇▇▇▇▇'▇, Inc., a Tennessee corporation, as
servicer (the "Servicer").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the parties hereto are parties to the RPA (capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in the
RPA);
WHEREAS, the parties hereto are authorized by Section 9.1 of the RPA to
change any of the provisions of the RPA, from time to time by an instrument in
writing;
WHEREAS, the Seller desires to sell and assign to the Purchaser from time
to time the accounts receivable in the Accounts owned by the Seller and issued
to customers of the Younkers Division of ▇▇▇▇▇▇▇▇'▇, Inc.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
in the Master Pooling and Servicing Agreement and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Amendment to the RPA
--------------------
The definition of "Department Stores" in Section 1.1 of the RPA is amended
in its entirety to read as follows:
"Department Stores" shall mean ▇▇▇▇▇▇▇▇'▇, Inc. (including stores operated
-----------------
by its Younkers Division), Parisian, Inc., ▇▇▇▇▇'▇, Inc., ▇.▇. ▇▇▇▇▇▇▇▇▇'▇,
Inc., ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Co. and CPS Department Stores, Inc. and each
department store currently or hereafter owned or operated by ▇▇▇▇▇▇▇▇'▇, Inc. or
a subsidiary of ▇▇▇▇▇▇▇▇'▇, Inc. or a division of ▇▇▇▇▇▇▇▇'▇, Inc. or any such
subsidiary, where the Bank holds, originates or acquires Accounts and
Receivables for customers of such stores. For the purposes hereof "subsidiary"
means all those corporations, associations, or other business entities of which
▇▇▇▇▇▇▇▇'▇, Inc. either (i) owns or controls 50% or more of the outstanding
equity securities either directly or through an unbroken chain of entities as to
each of which 50% or more of the outstanding equity securities is owned directly
or indirectly by its parent (provided there shall not be included any such
entity the equity securities of which are owned or controlled in a fiduciary
capacity), (ii) in the case of partnerships, serves as a general partner, (iii)
in the case of a limited liability company, serves as a managing member, or (iv)
otherwise has the ability to elect a majority of the directors, trustees or
managing members thereof.
-8-
Section 2. Representations and Warranties
------------------------------
Each of the Seller and the Purchaser 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 RPA 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 the
Seller shall have obtained the prior written consent of the Agent and each
Senior Class Agent to the substance and form hereof pursuant to Section 3.3(l)
of the Certificate Purchase Agreement dated as of August 21, 1997 among
▇▇▇▇▇▇▇▇'▇ Credit Corporation, ▇▇▇▇▇▇▇▇'▇, Inc., Enterprise Funding Corporation,
Receivables Funding Corporation, NationsBank, N.A., and Bank of America National
Trust and Savings Association.
Section 4. Miscellaneous
-------------
(a) Applicability of the RPA
------------------------
In all respects not inconsistent with the terms and provisions of this
Amendment, the provisions of the RPA 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 GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF ALABAMA.
-9-
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.
NATIONAL BANK OF THE GREAT LAKES,
as Seller
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
& Chief Financial Officer
▇▇▇▇▇▇▇▇'▇ CREDIT CORPORATION,
as Purchaser
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
▇▇▇▇▇▇▇▇'▇, INC.,
as Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
-10-
