EXECUTION COPY
THIRTEENTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Thirteenth Amendment to
Receivables Purchase Agreement dated as of October 24, 2005 (this
“Thirteenth 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
:
WHEREAS, the Originators and the
Purchaser entered into a Receivables Purchase Agreement dated as of
December 15, 1992, (as amended by the First Amendment dated as of
June 23, 1993; as further amended by the Second Amendment dated as
of December 1, 1993; as further amended by the Third Amendment
dated as of February 28, 1994; as further amended by the Fourth
Amendment dated as of May 31, 1994; as further amended by the Fifth
Amendment dated as of April 30, 1995; as further amended by the
Sixth Amendment dated as of August 26, 1995; as further amended by
the Seventh Amendment dated as of August 26, 1995; as further
amended by the Eighth Amendment dated as of May 14, 1996; as
further amended by the Ninth Amendment dated as of March 3, 1997;
as further amended by the Tenth Amendment dated as of March 23,
2000; as further amended by the Eleventh Amendment dated as of
November 20, 2001; as further amended by the Twelfth Amendment
dated as of April 9, 2003; as supplemented by the First Supplement
dated as of September 15, 1993; as further supplemented by the
Second Supplement dated as of May 31, 1994, 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, the Originators and the
Purchaser wish to amend (i) Section 2.06 of the Purchase Agreement
to allow Additional Originators (as defined in the Purchase
Agreement) that are not wholly owned subsidiaries of the Company
(as defined in the Purchase Agreement) to become party to the
Purchase Agreement and (ii) certain other sections of the Purchase
Agreement;
WHEREAS, the Originators and the
Purchaser wish to amend the Purchase Agreement to revise Schedules
I, II, and III attached to the Purchase Agreement to reflect that,
immediately following the effectiveness of this amendment, FDS Bank
and Department Stores National Bank will be the only Originators
under the Purchase Agreement;
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.
(a)
Section 2.06 of the Purchase Agreement is hereby
amended by deleting the phrase “direct or indirect wholly
owned subsidiary” each time that it appears and inserting in
each such place the word “Affiliate”.
(b)
Department Stores National Bank is
hereby added as an Additional Originator pursuant to Section 2.06
of the Purchase Agreement and Department Stores National Bank
hereby (i) agrees to sell Receivables to the Purchaser on the terms
and subject to the conditions set forth in the Purchase Agreement,
(ii) makes the representations and warranties set forth in Section
4.02 and 4.03 of the Purchase Agreement and (iii) agrees to comply
with the covenants set forth in Article V o
