Exhibit 4.2
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE
AGREEMENT ("Amendment No. 1"), dated as of October 15,
1997, between JCP RECEIVABLES, INC., a Delaware
corporation ("Buyer"), and X. X. XXXXXX COMPANY, INC., a
Delaware corporation ("Seller").
PRELIMINARY STATEMENT
Section 9.1 of the Receivables Purchase
Agreement, dated as of September 5, 1988 (the
"Agreement"), between Buyer and Seller provides that
Buyer and Seller may amend from time to time the
Agreement, subject to satisfaction of certain conditions
precedent set forth therein. All terms used in this
Amendment No. 1 that are defined in the Agreement have
the meanings assigned to them therein, except to the
extent such terms are amended or modified in this
Amendment No. 1.
In consideration of the mutual agreements
contained herein, each party agrees as follows for the
benefit of the other parties and for the benefit of the
Certificateholders:
SECTION 1. Amendments to Agreement.
________________________
(a) The following definitions in Section 1.1 of
the Agreement shall be amended to read as follows:
"Credit Card Agreement" shall mean the Seller
_____________________
Retail Installment Credit Agreement (Revolving Credit
Agreement), Seller form 2218, attached as Exhibit D, or a
_________
variant thereof reflecting a particular state's usury and
retail installment sales laws, or the Bank Credit
Agreement, attached as Exhibit D-2, or a variant thereof,
___________
as any such agreement may be amended, modified or
otherwise changed from time to time.
"Credit Card Guidelines" shall mean the
______________________
policies and procedures of Seller or Bank, as applicable,
relating to the operation of its credit card business,
including, without limitation, the policies and
procedures for determining the creditworthiness of credit
card customers, the extension of credit to credit card
customers, the terms on which repayments are required to
be made, and relating to the maintenance of credit card
accounts and collection of credit card receivables, as
such policies and procedures may be amended from time to
time.
"Credit Insurance" shall mean life, accident,
________________
health, disability or other insurance of an Obligor to
Seller or Bank, as applicable, to insure payment of any
amount owing by such Obligor under an Account and which
proceeds of such insurance are payable to Seller or Bank,
as applicable, upon such Obligor's death or disability.
"Eligible Account" shall mean, as of the Cut
________________
Off Date (or, with respect to Additional Accounts, as of
the relevant Notice Date in respect of Additional
Accounts added pursuant to subsection 2.2(a) or as of the
date such Account is added to a Cycle in respect of
Additional Accounts added pursuant to subsection 2.2(b)),
each Account:
(a) which is payable in United States
dollars; and
(b) which is serviced in any credit
service center of Seller or Bank which is located in the
United States.
"Eligible Receivable" shall mean each
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Receivable:
(a) which has arisen under an Eligible
Account;
(b) which was created in compliance, in
all material respects, with all Requirements of Law
applicable to Seller or Bank, as applicable, and Buyer
and pursuant to a Credit Card Agreement which complies,
in all material respects, with all Requirements of Law
applicable to Seller or Bank, as applicable, and Buyer;
(c) with respect to which all consents,
licenses, approvals or authorizations of, or
registrations or declarations with, any Governmental
Authority required to be obtained, effected or given by
Seller or Bank, as applicable, and Buyer in connection
with the creation of such Receivable or the execution,
delivery and performance by Seller or Bank, as
applicable, and Buyer of the Credit Card Agreement
pursuant to which such
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Receivable was created, have been duly obtained, effected
or given and are in full force and effect as of such date
of creation;
(d) as to which, at the time of the
creation of such Receivable, Seller or Bank, as
applicable, Buyer or the Trust had good and marketable
title thereto, free and clear of all Liens arising under
or through Seller, Bank or Buyer (other than Liens
permitted pursuant to subsection 5.1(d));
(e) which is the legal, valid and binding
payment obligation of the Obligor thereon, enforceable
against such Obligor in accordance with its terms, except
as such enforceability may be limited by applicable
Debtor Relief Laws, and except as such enforceability may
be limited by general principles of equity (whether
considered in a suit at law or in equity); and
(f) which constitutes an "account" under
and as defined in Article 9 of the UCC as then in effect
in any state where Seller's or Bank's, as applicable,
chief executive offices or books and records relating to
the Receivables are located.
(b) The following new definition shall be added
to Section 1.1 of the Agreement:
"Bank" shall mean JCPenney Card Bank, National
Association, a national banking association.
SECTION 2. Incorporation of Agreement.
___________________________
The Agreement, as modified by this Amendment
No. 1, is hereby incorporated by reference and forms a
part of this instrument with the same force and effect as
if set forth in full herein. In the event that any term
or provision contained herein shall conflict or be
inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Amendment No.
1 shall govern. After the date hereof, any reference to
the Agreement shall mean the Agreement as amended by this
Amendment No. 1.
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SECTION 3. Ratification of the Agreement.
_____________________________
As amended by this Amendment No. 1, the
Agreement is in all respects ratified and confirmed, and
the Agreement and this Amendment No. 1 shall be read,
taken and construed as one and the same instrument.
SECTION 4. Governing Law.
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THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 5. Counterparts.
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This Amendment No. 1 may be executed in two or
more counterparts (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.
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IN WITNESS WHEREOF, Buyer and Seller have
caused this Amendment No. 1 to be duly executed by their
respective officers as of the day and year first above
written.
JCP RECEIVABLES, INC.
By /s/ Xxxxxxxxx X. Xxxxxxx
_____________________________
Name: Xxxxxxxxx X. Xxxxxxx
Title: President
X. X. PENNEY COMPANY, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
_____________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
Consented to:
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxxx X Xxxxxx
____________________ ____________________
Name: Xxxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxx
Title: Director Title: Associate
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