mm05-2114_8k.htm

EXECUTION VERSION

STERLING JEWELERS RECEIVABLES MASTER NOTE

TRUST

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST,

as Issuer

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

and

STERLING JEWELERS INC.,

as Servicer

SERIES 2014-A INDENTURE SUPPLEMENT

Dated as of May 15, 2014

Table of Contents

			Page

ARTICLE I

	CREATION OF THE SERIES 2014-A NOTES		1

	Section 1.01.	Designation.	1

ARTICLE II

	DEFINITIONS		2

	Section 2.01.	Definitions.	2

ARTICLE III

	SERVICING FEE		12

	Section 3.01.	Servicing Compensation.	12

ARTICLE IV

	RIGHTS OF SERIES 2014-A NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS		13

	Section 4.01.	Collections and Allocations.	13
	Section 4.02.	Determination of Class A Monthly Interest.	15
	Section 4.03.	Determination of Monthly Principal. .	15
	Section 4.04.	Application of Available Finance Charge Collections and Available Principal Collections.	16
	Section 4.05.	Investor Charge-Offs.	18
	Section 4.06.	Reallocated Principal Collections.	18
	Section 4.07.	Excess Finance Charge Collections.	18
	Section 4.08.	Shared Principal Collections.	19
	Section 4.09.	Suspension of the Revolving Period; Limited Amortization Period and Optional Amortization.	19
	Section 4.10.	Investment Instructions.	20
	Section 4.11.	Note Principal Balance Increases; Reduction of Facility Limit.	20

ARTICLE V

	DELIVERY OF SERIES 2014-A NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2014-A NOTEHOLDERS		22

	Section 5.01.	Delivery and Payment for the Series 2014-A Notes.	22
	Section 5.02.	Distributions.	22
	Section 5.03.	Reports and Statements to Series 2014-A Noteholders.	22

ARTICLE VI

	SERIES 2014-A PAY OUT EVENTS; ADDITIONAL SERVICER DEFAULTS		24

	Section 6.01.	Series 2014-A. Pay Out Events.	24

Table of Contents

(continued)

			Page

	Section 6.02.	Additional Servicer Defaults.	25

ARTICLE VII

	REDEMPTION OF SERIES 2014-A NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION		27

	Section 7.01.	Optional Redemption of Series 2014-A Notes; Final Distributions.	27
	Section 7.02.	Series Termination.	28

ARTICLE VIII

	MISCELLANEOUS PROVISIONS		29

	Section 8.01.	Ratification of Indenture.	29
	Section 8.02.	Private Placement of Series 2014-A Notes; Form of Delivery of Series 2014-A Notes.	29
	Section 8.03.	Tax and Other Matters.	29
	Section 8.04.	Counterparts..	32
	Section 8.05.	GOVERNING LAW.	32
	Section 8.06.	Additional Notice.	33
	Section 8.07.	WAIVERS OF JURY TRIAL..	33
	Section 8.08.	No Proceeding.	33
	Section 8.09.	Limitation of Liability..	33
	Section 8.10.	Rights of the Indenture Trustee.	33
	Section 8.11.	USA Patriot Act.	34

EXHIBITS

EXHIBIT A-1	FORM OF CLASS A NOTE
EXHIBIT A-2	FORM OF CLASS B NOTE
EXHIBIT B	FORM OF MONTHLY STATEMENT
EXHIBIT C	FORM OF MONTHLY SERVICER’S CERTIFICATE
EXHIBIT D	FORM OF NOTICE OF LIMITED AMORTIZATION
EXHIBIT E	FORM OF NOTICE OF OPTIONAL AMORTIZATION
EXHIBIT F	FORM OF CLASS B NOTE PRINCIPAL BALANCE INCREASE REQUEST
EXHIBIT G	FORM OF INVESTMENT LETTER

iii

SERIES 2014-A INDENTURE SUPPLEMENT, dated as of May 15, 2014 (this “Indenture Supplement”), among STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), STERLING JEWELERS INC., a Delaware corporation, as Servicer (the “Servicer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized and existing under the laws of the State of New York, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of November 2, 2001 (the “Indenture”) among the Issuer, the Servicer and the Indenture Trustee (the Indenture, together with this Indenture Supplement, the “Agreement”).

Pursuant to Section 2.12 of the Indenture, the Transferor may direct the Issuer to issue one or more Series of Notes. The Principal Terms of this Series are set forth in this Indenture Supplement to the Indenture.

ARTICLE I

Creation of the Series 2014-A Notes

Section 1.01. Designation.

(a) There is hereby created and designated a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as “Sterling Jewelers Receivables Master Note Trust, Series 2014-A Notes” or the “Series 2014-A Notes.” The Series 2014-A Notes shall be issued in two Classes, the first of which shall be known as the “Class A Series 2014-A Asset Backed Variable Funding Notes” and the second of which shall be known as the “Class B Series 2014-A Asset Backed Variable Funding Notes.” The Series 2014-A Notes shall be due and payable on the Series 2014-A Final Maturity Date.

(b) Series 2014-A shall be included in Group One and shall be a Principal Sharing Series with respect to Group One only. Series 2014-A shall be an Excess Allocation Series with respect to Group One only. Series 2014-A shall not be subordinated to any other Series.

[END OF ARTICLE I]

ARTICLE II

Definitions

Section 2.01. Definitions.

(a) Whenever used in this Indenture Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and the masculine as well as the feminine and neuter genders of such terms.

“Account Addition Test” for the purposes of the Transfer and Servicing Agreement, shall have the meaning specified in the side letter among the Transferor, the Servicer and the Issuer dated as of the date hereof.

“Administrative Agent” shall mean the “Agent” as such term is defined in the Note Purchase Agreement.

“Amortization Date” shall mean the earliest to occur of (i) the date after May 14, 2015 designated by the Trust as the Amortization Date at any time upon seven (7) Business Days’ written notice to the Administrative Agent, the Transferor, the Indenture Trustee and the Servicer, (ii) the Pay Out Commencement Date and (iii) the Scheduled Expiration Date.

“Applicable Law” shall have the meaning specified in Section 8.11.

“Available Finance Charge Collections” shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) the Finance Charge Collections allocated to Series 2014-A pursuant to subsection 4.01(c)(i) for such Monthly Period, (b) the Excess Finance Charge Collections allocated to Series 2014-A for such Monthly Period, and (c) investment earnings on funds in the Special Funding Account (net of investment expenses and losses) allocable to Series 2014-A for the period from and including the immediately preceding Distribution Date to but excluding the related Distribution Date.

“Available Principal Collections” shall mean, with respect to any Monthly Period, an amount equal to (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.06 are required to be applied on the related Distribution Date, plus (c) any Shared Principal Collections with respect to other Principal Sharing Series in Group One (including any amounts on deposit in the Special Funding Account that are allocated to Series 2014-A pursuant to the Indenture for application as Shared Principal Collections), plus (d) the aggregate amount to be treated as Available Principal Collections pursuant to subsections 4.04(a)(iii), (iv) and (v) for the related Distribution Date, minus (e) any Principal Collections that have been used to effect an Optional Amortization during such Monthly Period.

“Base Invested Amount” shall mean, with respect to any Monthly Period, (a) the Initial Invested Amount, plus (b) the aggregate amount of any Note Principal Balance Increases occurring on or prior to the first day of such Monthly Period minus (c) the aggregate decreases in the Note Principal Balance for any Limited Amortization Period and/or Optional Amortization preceding such Monthly Period.

“Base Rate” shall mean, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is equal to the sum of the Class A Monthly Interest and the Monthly Servicing Fee, each with respect to the related Distribution Date, and the denominator of which is the Note Principal Balance as of the first day of such Monthly Period.

“Business Day” shall have the meaning specified in the Note Purchase Agreement.

“Class A Facility Limit” shall mean the “Facility Limit” as that term is defined in the Note Purchase Agreement.

“Class A Monthly Interest” shall have the meaning specified in subsection 4.02(a).

“Class A Note Initial Principal Balance” shall mean $0.00.

“Class A Note Interest Rate” shall mean the “Class A Note Rate” as that term is defined in the Note Purchase Agreement.

“Class A Note Principal Balance” shall mean, on any date of determination, an amount equal to (a) the Class A Note Initial Principal Balance, plus (b) the aggregate amount of Class A Note Principal Balance Increases made on or prior to such date, minus (c) the aggregate amount of principal payments made to the Class A Noteholders on or prior to such date.

“Class A Note Principal Balance Increase” shall have the meaning specified in subsection 4.11(a).

“Class A Noteholder” shall mean the Person and any successors or assigns permitted hereunder in whose name a Class A Note is registered in the Note Register. The initial Class A Noteholder is J.P. Morgan Chase Bank, N.A., as Administrative Agent, on behalf of the Purchasers.

“Class A Notes” shall mean any one of the Class A Series 2014-A Asset Backed Variable Funding Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1.

“Class A Required Amount” shall mean, with respect to any Distribution Date, an amount equal to the excess of the amounts described in subsections 4.04(a)(i) and 4.04(a)(ii) over the Available Finance Charge Collections applied to pay such amount pursuant to subsection 4.04(a).

“Class B Note Initial Principal Balance” shall mean $0.00.

“Class B Note Principal Balance” shall mean, on any date of determination, an amount equal to (a) the Class B Note Initial Principal Balance, plus (b) the aggregate amount of Class B Note Principal Balance Increases made on or prior to such date, minus (c) the aggregate amount of principal payments made to the Class B Noteholders prior to such date.

“Class B Note Principal Balance Increase” shall have the meaning specified in subsection 4.11(b).

“Class B Noteholder” shall mean the Person and any successors or assigns permitted hereunder in whose name a Class B Note is registered in the Note Register.

“Class B Notes” shall mean any one of the Class B Series 2014-A Asset Backed Variable Funding Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-2.

“Closing Date” shall mean May 15, 2014.

“Consignment Reserve Amount” shall mean, on any date of determination, an amount equal to the inventory value (as determined by the Servicer as of the last Business Day of the prior calendar week) of all consigned merchandise of all Consignment Vendors which merchandise is on consignment with the Seller.

“Consignment Vendor” shall mean, on any date of determination, a vendor who has on file an effective UCC-1 financing statement naming the Seller as debtor (or consignee) and describing collateral consisting of consigned merchandise, which financing statement, as amended, does not (i) exclude or disclaim a security interest in proceeds of such consigned merchandise or (ii) relate to a consignment agreement or other security agreement that expressly excludes or disclaims a security interest in proceeds of such consigned merchandise.

“Controlled Amortization Amount” shall mean, for any Distribution Date with respect to the Controlled Amortization Period, one-tenth of the Note Principal Balance as of the end of the Revolving Period (rounded upward to the nearest dollar).

“Controlled Amortization Period” shall mean, unless a Pay Out Event shall have occurred prior thereto, the period commencing at the close of business on the Termination Date (as such term is defined in the Note Purchase Agreement excluding clause (b) thereof), and ending on the first to occur of (a) the commencement of the Early Amortization Period and (b) the Series 2014-A Termination Date.

“Controlled Distribution Amount” shall mean, for any Distribution Date with respect to the Controlled Amortization Period, an amount equal to the sum of the Controlled Amortization Amount for such Distribution Date and any Deficit Controlled Amortization Amount for the immediately preceding Distribution Date.

“Credit Agreement” shall mean, the Credit Agreement dated as of May 24, 2011, among Signet Group Limited, Signet Group Treasury Services, Inc., Signet Jewelers Limited, the additional borrower party thereto, the lenders party thereto, J.P. Morgan Chase Bank, N.A., Barclays Capital, Fifth Third Bank, PNC Bank, National Association, RBS Citizens, N.A., and Standard Chartered Bank, as the same may be amended and restated, amended, supplemented or otherwise modified from time to time.

“Deficit Controlled Amortization Amount” shall mean (a) on the first Distribution Date of the Controlled Amortization Period, the excess, if any, of the Controlled Amortization Amount for such Distribution Date over the aggregate amount distributed to the Class A Noteholders and Class B Noteholders as principal on such Distribution Date and (b) on each subsequent Distribution Date with respect to the Controlled Amortization Period, the excess, if any, of the Controlled Distribution Amount for such Distribution Date over the aggregate amount distributed to Class A Noteholders and Class B Noteholders on such Distribution Date.

“Distribution Date” shall mean, initially, July 21, 2014, and thereafter, the 20th calendar day of each calendar month; provided, that if such date is not a Business Day, the next succeeding Business Day.

“Early Amortization Period” shall mean the period commencing on the Business Day immediately preceding the day on which a Pay Out Event is deemed to have occurred, and ending on the Series 2014-A Termination Date.

“Event of Default” shall mean an “Event of Default” specified in Section 5.02 of the Indenture or an “Event of Default” specified in Section 5.01 of the Note Purchase Agreement.

“Finance Charge Collections” shall have the meaning specified in Section 4.01(c)(i).

“Finance Charge Shortfall” shall have the meaning specified in Section 4.07.

“Fixed Investor Percentage” shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (a) the numerator of which is the Invested Amount as of the close of business on the last day of the Revolving Period or the last day prior to the suspension thereof, as the case may be, and (b) the denominator of which is the greater of (i) the sum of (A) the total amount of Principal Receivables in the Trust as of the close of business on the last day of the immediately preceding Monthly Period (or with respect to the first Monthly Period, the total amount of Principal Receivables in the Trust as of the Closing Date) and (B) the principal amount on deposit in the Special Funding Account as of the close of business on such day (or with respect to the first Monthly Period, the Closing Date) and (ii) the sum of the numerators used to calculate the investor percentages for allocations with respect to Principal Receivables or Finance Charge Receivables, as applicable, for all Series outstanding as of the date as to which such determination is being made provided, however, that with respect to any Monthly Period in which a Removal Date occurs, the amount in clause (b)(i)(A) above shall be (1) the aggregate amount of Principal Receivables in the Trust as of the close of business on the last day of the prior Monthly Period, for the period from and including the first day of such Monthly Period to but excluding the related Removal Date, and (2) the aggregate amount of Principal Receivables in the Trust as of the close of business on the related Removal Date, after adjusting for the aggregate amount of Principal Receivables removed from the Trust on the related Removal Date, for the period from and including the related Removal Date to and including the last day of such Monthly Period.

“Floating Investor Percentage” shall mean, with respect to any day during a Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (a) the numerator of which is the Invested Amount as of the close of business on the previous day and (b) the denominator of which is the greater of (i) the sum of (A) the total amount of Principal Receivables in the Trust as of the close of business on such last day (or with respect to the first Monthly Period, the total amount of Principal Receivables in the Trust on the Closing Date) and (B) the principal amount on deposit in the Special Funding Account as of the close of business on such last day (or with respect to the first Monthly Period, as of the Closing Date) and (ii) the sum of the numerators used to calculate the investor percentages for allocations with respect to Finance Charge Receivables, Defaulted Amounts or Principal Receivables, as applicable, for all Series outstanding as of the date as to which such determination is being made; provided, however, that with respect to any Monthly Period in which a Removal Date occurs, the amount in clause (b)(i)(A) above shall be (1) the aggregate amount of Principal Receivables in the Trust as of the close of business on the last day of the prior Monthly Period, for the period from and including the first day of such Monthly Period to but excluding the related Removal Date and (2) the aggregate amount of Principal Receivables in the Trust as of the close of business on the related Removal Date, after adjusting for the aggregate amount of Principal Receivables removed from the Trust on the related Removal Date for the period from and including the related Removal Date to and including the last day of such Monthly Period.

“Group One” shall mean Series 2014-A and each other Series hereafter specified in the related Indenture Supplement to be included in Group One.

“Indebtedness” shall have the meaning given to it in the Credit Agreement.

“Initial Invested Amount” shall mean $0.00.

“Interest Period” shall mean, with respect to any Distribution Date, the period from and including the first day of the calendar month immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to and including the last day of the calendar month immediately preceding such Distribution Date.

“Invested Amount” shall mean, as of any date of determination, an amount equal to the Initial Invested Amount, plus the aggregate amount of Note Principal Balance Increases made on or prior to such date, minus the amount of principal previously paid to the Series 2014-A Noteholders, minus the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts pursuant to subsection 4.04(a)(v) prior to such date.

“Investment Letter” shall have the meaning specified in Section 8.03(c).

“Investor Charge-Offs” shall have the meaning specified in Section 4.05.

“Investor Default Amount” shall mean, with respect to any Distribution Date, an amount equal to the product of (a) the Defaulted Amount for the related Monthly Period and (b) the Floating Investor Percentage as of the first day of the related Monthly Period.

“Investor Finance Charge Collections” shall mean, with respect to any Monthly Period, an amount equal to the Investor Percentage on the first day of such Monthly Period of Collections of Finance Charge Receivables (including Recoveries treated as Collections of Finance Charge Receivables) deposited in the Collection Account for such Monthly Period.

“Investor Percentage” shall mean (a) for any day during a Monthly Period, with respect to Defaulted Amounts at all times and Finance Charge Receivables and Principal Receivables during the Revolving Period, the Floating Investor Percentage and (b) for any day during a Monthly Period, with respect to Finance Charge Receivables and Principal Receivables during the Controlled Amortization Period or the Early Amortization Period or any Limited Amortization Period, the Fixed Investor Percentage.

“Investor Principal Collections” shall mean, with respect to any Monthly Period, the aggregate amount retained in the Collection Account pursuant to subsection 4.01(c)(ii) for such Monthly Period.

“Limited Amortization” shall have the meaning specified in subsection 4.09(a).

“Limited Amortization Amount” shall have the meaning specified in subsection 4.09(a).

“Limited Amortization Period” shall mean, with respect to any Limited Amortization, the period beginning on the first day of the first Monthly Period for which any effective notice of Limited Amortization was delivered pursuant to subsection 4.09(a) and ending on the earlier of (i) the date on which Principal Collections equal to the Limited Amortization Amount have been deposited into the Collection Account and (ii) the commencement of the Controlled Amortization Period or the Early Amortization Period.

“Loan Party” shall have the meaning given to it in the Credit Agreement.

“Material Indebtedness” shall have the meaning given to it in the Credit Agreement.

“Material Subsidiary” shall have the meaning given to it in the Credit Agreement.

“Minimum Class B Note Payment Amount” shall mean, on any date, an amount equal to the lesser of (i) the amount by which the Class B Note Principal Balance exceeds the Required Class B Note Principal Balance and (ii) the amount by which the Consignment Reserve Amount on the date that a payment of principal was made with respect to the Class B Notes prior to such date exceeds the Consignment Reserve Amount on such date.

“Monthly Delinquent Receivables Ratio” shall mean with respect to the last day of any prior Monthly Period, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of all Principal Receivables which are more than 90 days past due per the contractual method and the denominator of which is the aggregate amount of Principal Receivables as of the last day of the immediately preceding Monthly Period.

“Monthly Period” shall mean, with respect to any Distribution Date, the period from and including the first day of the calendar month immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to and including the last day of the calendar month immediately preceding such Distribution Date.

“Monthly Principal” shall mean the monthly principal distributable in respect of the Notes as calculated in accordance with Section 4.03.

“Monthly Principal Reallocation Amount” shall mean, with respect to any Monthly Period, an amount equal to the lower of (i) the Class A Required Amount and (ii) the greater of (a)(x) the product of (I) 32.5% and (II) the Base Invested Amount for such Monthly Period minus (y) the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed Reallocated Principal Collections (as of the previous Distribution Date) and (b) zero.

“Monthly Servicing Fee” shall have the meaning specified in Section 3.01.

“Monthly Statement” shall have the meaning specified in subsection 5.03(a).

“Note Assignment” shall have the meaning specified in subsection 8.03(e).

“Note Principal Balance” shall mean, on any date of determination, an amount equal to the sum of the Class A Note Principal Balance and the Class B Note Principal Balance.

“Note Principal Balance Increase” shall mean a Class A Note Principal Balance Increase and a Class B Note Principal Balance Increase.

“Note Purchase Agreement” shall mean the note purchase agreement, dated as of May 15, 2014, among the Trust, the Transferor, the Servicer, each conduit purchaser party thereto from time to time, each committed purchaser party thereto from time to time, and the Administrative Agent, as amended, modified and supplemented from time to time.

“Optional Amortization” shall have the meaning specified in subsection 4.09(b).

“Optional Amortization Amount” shall have the meaning specified in subsection 4.09(b).

“Optional Amortization Date” shall have the meaning specified in subsection 4.09(b).

“Participant” shall have the meaning specified in subsection 8.03(f).

“Pay Out Commencement Date” shall mean the date on which a Trust Pay Out Event occurs pursuant to Section 5.01 of the Indenture or a Series 2014-A Pay Out Event occurs pursuant to Section 6.01.

“Pay Out Event” shall mean a Trust Pay Out Event or a Series 2014-A Pay Out Event.

“Percentage Allocation” shall have the meaning specified in subsection 4.01(c)(ii)(y).

“Performance Guarantor” means Signet Jewelers Ltd.

“Permitted Note Participant” shall mean (i) the institution which is the Administrative Agent, (ii) each bank or financial institution specified as a Permitted Note Participant in a letter, dated as of the date hereof, and available to Series 2014-A Noteholders at the Corporate Trust Office of the Indenture Trustee from the Transferor, as such letter may be modified from time to time by the Transferor; provided that such modifications do not result in fewer than twenty-five (25) banks or financial institutions being specified in such letter and (iii) any other Person to which the Transferor may consent, which consent shall be withheld only on the basis that, following such Person’s becoming a Class B Noteholder or the holder of a participation interest in the rights of a Class B Noteholder, the number of Private Holders would exceed eighty (80) (assuming that each bank or financial institution specified as a Permitted Note Participant in the letter described in clause (ii) hereof is a Private Holder) or otherwise cause the Trust to be in jeopardy of being taxable as a publicly traded partnership pursuant to Section 7704 of the Code).

“Portfolio Yield” shall mean, with respect to any Monthly Period on the first day of which a Class A Note Principal Balance is outstanding, the annualized percentage equivalent of a fraction, (a) the numerator of which is equal to the sum of (i) Investor Finance Charge Collections with respect to such Monthly Period, plus (ii) the Series 2014-A Investor Percentage of investment earnings on funds in the Special Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Distribution Date to but excluding such Distribution Date, in each case, deposited into the Collection Account on the Distribution Date relating to such Monthly Period, such sum to be calculated on a cash basis after subtracting the Investor Default Amount for such Monthly Period and the Series 2014-A Investor Percentage of any Adjustment Payments which the Transferor is required but fails to make for such Monthly Period, and (b) the denominator of which is the Note Principal Balance as of the first day of such Monthly Period; provided, however, that Excess Finance Charge Collections that are allocated to Series 2014-A with respect to such Monthly Period may be added to the numerator if the Transferor shall have provided ten (10) Business Days prior written notice of such action to the Administrative Agent and the Administrative Agent shall have consented in writing to such action.

“Private Holder” shall mean each holder of a right to receive interest or principal in respect of any direct or indirect interest in the Trust, including any financial instrument or contract the value of which is determined in whole or in part by reference to the Trust (including the assets of the Trust, income of the Trust or distributions made by the Trust), but excluding any interest in the Trust represented by any Series or Class of Notes or any other interest as to which the Transferor has provided to the Indenture Trustee an Opinion of Counsel to the effect that such Series, Class or other interest will be treated as debt or otherwise not as an equity interest in either the Trust or the Receivables for federal income tax purposes, in each case, provided such interest is not convertible or exchangeable into an interest in the Trust or the Trust’s income or equivalent value. Notwithstanding the immediately preceding sentence, “Private Holder” shall also include any other Person that the Transferor determines is, may be or may become, a “partner” within the meaning of Section 1.7704-1(h)(1)(ii) (including by reason of Section 1.7704-1(h)(3)) of the United States Treasury Regulations. “Private Holders” shall include the Holders of the Transferor Certificates or Trust Certificate or any interest in either, the Servicer and the Class B Noteholders (but not the Class A Noteholders). Any Person holding more than one interest in the Trust each of which separately would cause such Person to be a Private Holder shall be treated as a single Private Holder. Each holder of an interest in a Private Holder which is a partnership, a corporation or a grantor trust under the Code shall be treated as a Private Holder unless excepted with the consent of the Transferor (which consent shall be based on an Opinion of Counsel generally to the effect that following the related transfer, the number of Private Holders would not exceed eighty (80)).

“Purchaser” shall have the meaning specified in the Note Purchase Agreement.

“Reallocated Principal Collections” shall, with respect to any Distribution Date, have the meaning specified in Section 4.06.

“Reassignment Amount” shall mean, with respect to any Distribution Date, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date, the sum of (i) the outstanding principal balance of the Series 2014-A Notes on such Distribution Date and (ii) the Class A Monthly Interest for such Distribution Date plus any Class A Monthly Interest previously due but not distributed to the Class A Noteholders on a prior Distribution Date.

“Required Class B Note Principal Balance” shall mean on any date of determination, the sum of 32.5% of the Invested Amount on such date after taking into account any adjustments to be made on such date and (ii) the Consignment Reserve Amount on such date.

“Required Transferor Percentage” shall mean 10% of the principal balance of Eligible Receivables in the Trust. The Required Transferor Percentage shall increase to 15% in the event the Performance Guarantor’s public debt rating falls below “BB+” from Standard and Poor’s or “Ba2” from Moody’s

“Revolving Period” shall mean the period beginning on the Closing Date and ending on the earlier of the close of business on the day immediately preceding (i) the day the Controlled Amortization Period commences and (ii) the Early Amortization Period commences; provided, however, that the Revolving Period will be temporarily suspended for the duration of any Limited Amortization Period.

“Scheduled Expiration Date” shall have the meaning specified in the Note Purchase Agreement.

“Series 2014-A” shall mean the Series of Notes the terms of which are specified in this Indenture Supplement.

“Series 2014-A Final Maturity Date” shall mean the last day of the forty-eighth calendar month commencing after the Amortization Date.

“Series 2014-A Noteholder” shall mean a Class A Noteholder and/or a Class B Noteholder, as the context may require.

“Series 2014-A Notes” shall mean the Class A Notes and the Class B Notes.

“Series 2014-A Pay Out Event” shall have the meaning specified in Section 6.01.

“Series 2014-A Investor Percentage” shall mean, on any date of determination, the percentage equivalent of a fraction, the numerator of which is the Invested Amount and the denominator of which is the sum of the Invested Amounts relating to all other Series then outstanding.

“Series 2014-A Principal Shortfall” shall have the meaning specified in subsection 4.08(a).

“Series 2014-A Termination Date” shall mean the earliest to occur of (i) the day after the Distribution Date on which the Series 2014-A Notes are paid in full, (ii) the Distribution Date on which the proceeds of Receivables sold pursuant to Section 7.02 are distributed to the Series 2014-A Noteholders pursuant to Section 5.02 and (iii) the termination of the Trust pursuant to the Trust Agreement.

“Servicing Fee Rate” shall mean 2.00% per annum.

“Weighted Average Invested Amount” shall mean, for any period, the sum of the Invested Amounts for each day in such period divided by the number of days in such period.

(b) Each capitalized term defined herein shall relate to the Series 2014-A Notes and no other Series of Notes issued by the Trust, unless the context otherwise requires. All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Indenture, the Transfer and Servicing Agreement or the Trust Agreement. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the Transfer and Servicing Agreement or the Trust Agreement, the terms and provisions of this Indenture Supplement shall govern.

(c) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Indenture Supplement shall refer to this Indenture Supplement as a whole and not to any particular provision of this Indenture Supplement; references to any Article, subsection, Section or Exhibit are references to Articles, subsections, Sections and Exhibits in or to this Indenture Supplement unless otherwise specified; and the term “including” means “including without limitation.”

[END OF ARTICLE II]

ARTICLE III

Servicing Fee

Section 3.01. Servicing Compensation. The share of the Servicing Fee allocable to the Series 2014-A Noteholders with respect to any Distribution Date (the “Monthly Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i) the Weighted Average Invested Amount for the Monthly Period preceding such Distribution Date, minus (ii) the product of the amount, if any, on deposit in the Special Funding Account as of the last day of the Monthly Period preceding such Distribution Date and the Floating Investor Percentage as of the last day of such Monthly Period; provided, however, that with respect to the first Distribution Date, the Monthly Servicing Fee shall be equal to the product of (a) the Servicing Fee Rate and (b) (i) the Weighted Average Invested Amount for the first Monthly Period, minus (ii) the product of the amount, if any, on deposit in the Special Funding Account as of the last day of the Monthly Period preceding such Distribution Date and the Floating Investor Percentage as of the last day of such Monthly Period and (c) a fraction, the numerator of which is equal to the number of days beginning on and including the date of the first Note Principal Balance Increase to but not including the first Distribution Date and the denominator of which is equal to 360. The remainder of the Servicing Fee shall be paid by the Holders of the Transferor Certificates or the noteholders of other Series (as provided in the related Indenture Supplements) and in no event shall the Trust, the Indenture Trustee or the Series 2014-A Noteholders be liable for the share of the Servicing Fee to be paid by the Holders of the Transferor Certificates or the noteholders of any other Series. To the extent that the Monthly Servicing Fee is not paid in full pursuant to the preceding provisions of this Section 3.01 and Section 4.04, it shall be paid by the Holders of the Transferor Certificates. In no event shall the Indenture Trustee be responsible for the Servicing Fee.

[END OF ARTICLE III]

ARTICLE IV

Rights of Series 2014-A Noteholders

and Allocation and Application of Collections

Section 4.01. Collections and Allocations.

(a) Allocations. Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables allocated pursuant to Article VIII of the Indenture shall be allocated and distributed as set forth in this Article.

(b) Payments to the Transferor. On each Deposit Date, the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates the following amounts:

(i) an amount equal to the Transferor Percentage for the related Monthly Period of Collections of Finance Charge Receivables deposited in the Collection Account on such Deposit Date; and

(ii) an amount equal to the Transferor Percentage for the related Monthly Period of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, if the Transferor Interest (determined after giving effect to any Principal Receivables transferred to the Trust on such Deposit Date) exceeds zero.

The withdrawals to be made from the Collection Account pursuant to this subsection 4.01(b) shall not apply to deposits into the Collection Account that do not represent Collections, including payment of (i) the purchase price for the Receivables pursuant to Sections 2.06 or 7.01 of the Transfer and Servicing Agreement, (ii) the purchase price for the Notes pursuant to Section 11.04 of the Indenture and (iii) the redemption price for the Series 2014-A Notes pursuant to Section 7.01.

(c) Allocations to the Series 2014-A Noteholders. The Servicer shall, prior to the close of business on any Deposit Date, allocate to the Series 2014-A Noteholders the following amounts as set forth below:

(i) Allocations of Finance Charge Collections. The Servicer shall allocate to the Series 2014-A Noteholders and retain in the Collection Account for application as provided herein an amount equal to the product of (A) the Investor Percentage and (B) the aggregate amount of Collections of Finance Charge Receivables deposited in the Collection Account on such Deposit Date (such amount, the “Finance Charge Collections”).

(ii) Allocations of Principal Collections. The Servicer shall allocate to the Series 2014-A Noteholders the following amounts as set forth below:

(x) Allocations During the Revolving Period. During the Revolving Period an amount equal to the product of (I) the Investor Percentage and (II) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 2014-A Noteholders sequentially (i) first, if any other Principal Sharing Series in Group One is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections to other Series in Group One on the related Distribution Date, and (ii) second, at the request of the Class B Noteholders and only if the Transferor Interest on such Deposit Date is greater than the Required Transferor Interest (after giving effect to all Principal Receivables transferred to the Trust on such day), paid to the Class B Noteholders as principal up to the Minimum Class B Note Payment Amount and (iii) third, paid to the Holders of the Transferor Certificates only if the Transferor Interest on such Deposit Date is greater than the Required Transferor Interest (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

(y) Allocations During any Limited Amortization Period. During any Limited Amortization Period an amount equal to the product of (I) the Investor Percentage and (II) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (the product for any such date is hereinafter referred to as a “Percentage Allocation”) shall be allocated to the Series 2014-A Noteholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Limited Amortization Amount, then such excess shall not be treated as a Percentage Allocation and shall be (i) first, if any other Principal Sharing Series in Group One is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections to other Series in Group One on the related Distribution Date, (ii) second, at the request of the Class B Noteholders and only if the Transferor Interest on such Deposit Date is greater than the Required Transferor Interest (after giving effect to all Principal Receivables transferred to the Trust on such day), paid to the Class B Noteholders as principal up to the Minimum Class B Note Payment Amount and (iii) third, paid to the Holders of the Transferor Certificates only if the Transferor Interest on such Deposit Date is greater than the Required Transferor Interest (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

(z) Allocations During the Controlled Amortization Period or the Early Amortization Period. During the Controlled Amortization Period or the Early Amortization Period, an amount equal to the product of (I) the Investor Percentage and (II) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 2014-A Noteholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which the amount of such Collections equal to (x) the Controlled Distribution Amount, during the Controlled Amortization Period, or (y) the Invested Amount, during the Early Amortization Period, has been deposited into the Collection Account and allocated to the Series 2014-A Noteholders, any excess over such amount shall (i) first, if any other Principal Sharing Series in Group One is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections to other Series in Group One on the related Distribution Date, (ii) second, at the request of the Class B Noteholders and only if the Transferor Interest on such Deposit Date is greater than the Required Transferor Interest (after giving effect to all Principal Receivables transferred to the Trust on such day), paid to the Class B Noteholders as principal up to the Minimum Class B Note Payment Amount and (iii) third, paid to the Holders of the Transferor Certificates only if the Transferor Interest on such date is greater than the Required Transferor Interest (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

(d) Notwithstanding anything to the contrary in this Section 4.01, (i) if on any date the aggregate amount of Principal Receivables is less than the Required Minimum Principal Balance, the Investor Percentage of all Collections of Principal Receivables on such date shall, unless such Collections are to be retained in the Collection Account, be deposited in the Special Funding Account and (ii) Collections of Principal Receivables that are otherwise payable to the Holders of the Transferor Certificate may, at the option of such Holders, remain in the Collection Account for possible application to a Limited Amortization or Optional Amortization. Such Holders shall give prompt notice to the Administrative Agent of the retention of such Collections in the Collection Account.

Section 4.02. Determination of Class A Monthly Interest.

(a) The amount of monthly interest (“Class A Monthly Interest”) payable from the Collection Account with respect to the Class A Notes on any Distribution Date shall be an amount determined as provided in the Note Purchase Agreement.

(b) The Class B Notes shall not accrue interest.

Section 4.03. Determination of Monthly Principal. The amount of monthly principal payable from the Collection Account with respect to the Series 2014-A Notes on each Distribution Date (the “Monthly Principal”), beginning with the Distribution Date in the month following the month in which the Controlled Amortization Period or, if earlier, a Limited Amortization Period or the Early Amortization Period, begins, shall be equal to the least of (i) the Available Principal Collections on deposit in the Collection Account with respect to such Distribution Date, (ii) for each Distribution Date with respect to the Controlled Amortization Period, the Controlled Distribution Amount for such Distribution Date, (iii) for each Distribution Date with respect to a Limited Amortization Period, the aggregate Limited Amortization Amount remaining outstanding on such Distribution Date and (iv) the Invested Amount (after taking into account any adjustments to be made on such Distribution Date pursuant to Sections 4.05 and 4.06).

Section 4.04. Application of Available Finance Charge Collections and Available Principal Collections. The Servicer shall apply, or shall cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, on each Distribution Date, Available Finance Charge Collections and Available Principal Collections on deposit in the Collection Account with respect to such Distribution Date to make the following distributions:

(a) an amount equal to the Available Finance Charge Collections with respect to such Distribution Date will be distributed or deposited in the following priority:

(i) first, an amount equal to Class A Monthly Interest for such Distribution Date to the Class A Noteholders;

(ii) second, an amount equal to the Monthly Servicing Fee for such Distribution Date, plus the amount of any Monthly Servicing Fee previously due but not distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer (unless such amount has been netted against deposits to the Collection Account in accordance with Section 8.04 of the Indenture);

(iii) third, an amount equal to the Investor Default Amount, if any, for such Distribution Date shall be treated as a portion of Available Principal Collections for such Distribution Date;

(iv) fourth, an amount equal to the Series 2014-A Investor Percentage of Adjustment Payments which the Transferor is required but fails to make pursuant to Section 3.09 of the Transfer and Servicing Agreement shall be treated as Available Principal Collections for such Distribution Date;

(v) fifth, an amount equal to the sum of the aggregate amount of Investor Charge-Offs and the amount of Reallocated Principal Collections which have not been previously reimbursed pursuant to this subparagraph (v) shall be treated as a portion of Available Principal Collections for such Distribution Date;

(vi) sixth, any other amounts that the Trust or the Transferor may from time to time be liable for hereunder or in the Note Purchase Agreement with respect to such Distribution Date and that are not otherwise provided for in subsections 4.04(a)(i) through (v) above will be paid to the Class A Noteholders;

(vii) seventh, if an Event of Default and acceleration of the Series 2014-A Notes has occurred, an amount up to the outstanding principal balance of the Series 2014-A Notes will be treated as Available Principal Collections for such Distribution Date; and

(viii) eighth, the balance, if any, will constitute a portion of Excess Finance Charge Collections for such Distribution Date and will be available for allocation to other Series in Group One or to the Holders of the Transferor Certificates as described in Section 8.08 of the Indenture and Section 4.01;

(b) (i) if such Distribution Date is with respect to the Revolving Period (and is not an Optional Amortization Date), an amount equal to the Available Principal Collections deposited in the Collection Account for the related Monthly Period shall be treated as Shared Principal Collections and applied in accordance with Section 8.05 of the Indenture; and

(ii) if such Distribution Date is an Optional Amortization Date with respect to the Revolving Period, an amount equal to the Optional Amortization Amount designated by the Issuer pursuant to subsection 4.09(b) as being payable to the Class A Noteholders on such Optional Amortization Date shall be distributed to the Class A Noteholders;

(c) if such Distribution Date is with respect to a Limited Amortization Period, an amount equal to the Available Principal Collections deposited in the Collection Account for the related Monthly Period shall be distributed or deposited in the following order of priority:

(i) first, an amount up to the portion of the applicable Limited Amortization Amount designated by the Issuer pursuant to subsection 4.09(a) as being payable to the Class A Noteholders which has not been previously distributed with respect to such Limited Amortization Period shall be distributed to the Class A Noteholders;

(ii) second, an amount up to the portion of the applicable Limited Amortization Amount designated by the Issuer pursuant to subsection 4.09(a) as being payable to the Class B Noteholders which has not been previously distributed with respect to such Limited Amortization Period shall be distributed to the Class B Noteholders; and

(iii) third, the balance of such Available Principal Collections shall be treated as Shared Principal Collections and applied in accordance with Section 8.05 of the Indenture.

(d) On each Distribution Date if such Distribution Date is with respect to a Controlled Amortization Period or an Early Amortization Period, an amount equal to the Available Principal Collections deposited in the Collection Account for the related Monthly Period shall be distributed or deposited in the following order of priority:

(i) first, an amount, to the extent available as allocated pursuant to subsection 4.01(c)(ii)(z), up to the Class A Note Principal Balance shall be paid to the Class A Noteholders;

(ii) second, for each Distribution Date beginning on the Distribution Date on which the Class A Note Principal Balance has been paid in full, an amount, to the extent available, up to the Class B Note Principal Balance shall be paid to the Class B Noteholders;

(iii) third, the balance of such Available Principal Collections shall be treated as Shared Principal Collections and applied in accordance with Section 8.05 of the Indenture.

Section 4.05. Investor Charge-Offs. On each Determination Date, the Servicer shall calculate the Investor Default Amount, if any, and the Series 2014-A Investor Percentage of unpaid Adjustment Payments, if any, for such Distribution Date. If, on any Distribution Date, the Investor Default Amount and the Series 2014-A Investor Percentage of unpaid Adjustment Payments, if any, for such Distribution Date exceeds the amount of Available Finance Charge Collections allocated with respect thereto pursuant to subsection 4.04(a)(iii) and (iv) with respect to such Distribution Date, the Invested Amount (after giving effect to any reductions for any Reallocated Principal Collections on such Distribution Date) shall be reduced by the amount of such excess, but not by more than the lesser of (x) the sum of the Investor Default Amount and the Series 2014-A Investor Percentage of unpaid Adjustment Payments and (y) the Invested Amount (after giving effect to any reductions for any Reallocated Principal Collections on such Distribution Date) for such Distribution Date (such reduction, an “Investor Charge-Off’).

Section 4.06. Reallocated Principal Collections. On each Distribution Date, the Servicer shall apply, or shall cause the Indenture Trustee to apply, Investor Principal Collections with respect to such Distribution Date to fund any deficiency under subsections 4.04(a)(i) and (ii), in that order of priority in an amount not to exceed the Monthly Principal Reallocation Amount for the related Monthly Period (the amount of Investor Principal Collections so applied, “Reallocated Principal Collections”). On each Distribution Date, the Invested Amount shall be reduced by the amount of Reallocated Principal Collections for such Distribution Date.

Section 4.07. Excess Finance Charge Collections. Series 2014-A shall be an Excess Allocation Series with respect to Group One only. Subject to Section 8.08 of the Indenture, Excess Finance Charge Collections with respect to the Excess Allocation Series in Group One for any Distribution Date will be allocated to Series 2014-A in an amount equal to the product of (x) the aggregate amount of Excess Finance Charge Collections with respect to all the Excess Allocation Series in Group One for such Distribution Date and (y) a fraction, the numerator of which is the Finance Charge Shortfall for Series 2014-A for such Distribution Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls for all the Excess Allocation Series in Group One for such Distribution Date. The “Finance Charge Shortfall” for Series 2014-A for any Distribution Date will be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to subsections 4.04(a)(i) through (vii) on such Distribution Date over (b) the Finance Charge Collections allocated to Series 2014-A pursuant to subsection 4.01(c)(i) for the related Monthly Period.

Section 4.08. Shared Principal Collections. Subject to Section 8.05 of the Indenture, Shared Principal Collections with respect to the Series in Group One for any Distribution Date will be allocated to Series 2014-A in an amount equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series in Group One for such Distribution Date and (y) a fraction, the numerator of which is the Series 2014-A Principal Shortfall for such Distribution Date and the denominator of which is the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series in Group One for such Distribution Date. The “Series 2014-A Principal Shortfall” will be equal to (a) for any Distribution Date with respect to the Revolving Period, zero, (b) for any Distribution Date with respect to the Controlled Amortization Period, the excess, if any, of the Controlled Distribution Amount with respect to such Distribution Date over the amount of Available Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections), (c) for any Distribution Date with respect to any Limited Amortization Period, the excess, if any, of the outstanding Limited Amortization Amount for such Distribution Date over the amount of Available Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections), and (d) for any Distribution Date with respect to the Early Amortization Period, the excess, if any, of the Invested Amount over the amount of Available Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections).

Section 4.09. Suspension of the Revolving Period; Limited Amortization Period and Optional Amortization.

(a) Limited Amortization. Subject to the terms and conditions of the Transfer and Servicing Agreement, the Indenture, this Indenture Supplement, the Class A Notes and the Class B Notes, the Issuer may elect at any time during the period beginning on the Closing Date and ending on the earlier to occur of (i) the commencement of the Early Amortization Period and (ii) the Controlled Amortization Period unless a Pay Out Event shall have occurred prior thereto, to temporarily suspend the Revolving Period and cause a Limited Amortization Period to commence for one or more Monthly Periods (a “Limited Amortization”) by giving to each of the Indenture Trustee, the Servicer and the Administrative Agent a written notice of Limited Amortization substantially in the form of Exhibit D at least two (2) Business Days prior to the first day of the Monthly Period in which such Limited Amortization Period is scheduled to commence, which notice shall specify an amount (a “Limited Amortization Amount”) for such Limited Amortization Period; provided, however, that any Limited Amortization Amount shall be in an amount of $1,000,000 or any higher multiple of $100,000; provided, further, that the Issuer may not cause a Limited Amortization Period to commence unless, in the reasonable belief of the Issuer and the Transferor, such Limited Amortization Period would not result in the occurrence of a Pay Out Event. Notwithstanding anything herein to the contrary, the Issuer may elect to cause or cancel a Limited Amortization or to increase or decrease the Limited Amortization Amount by giving written notice of each such Limited Amortization or cancellation thereof, and each such increase or decrease to each of the Indenture Trustee, the Servicer and the Administrative Agent no later than two (2) Business Days following each Monthly Period in such Limited Amortization Period.

(b) Optional Amortization. On any Business Day during the Revolving Period, the Issuer may cause the Servicer to provide written notice to the Transferor, the Indenture Trustee, the Administrative Agent and the Class A Noteholders (an “Optional Amortization Notice”) in the form of Exhibit E at least three (3) Business Days prior to the day such optional amortization is to occur (an “Optional Amortization Date”) stating its intention to cause a full or partial payment of principal of the Series 2014-A Notes in order to reduce the Invested Amount of such Series 2014-A Notes (an “Optional Amortization”) on such Optional Amortization Date, which notice shall specify the amount (an “Optional Amortization Amount”) for such Optional Amortization Date; provided, however, that any Optional Amortization Amount shall be in an amount of $1,000,000 or any higher multiple of $100,000; provided, further, that the Issuer may not cause any Optional Amortization to occur unless, in the reasonable belief of the Issuer and the Transferor, such Optional Amortization would not result in the occurrence of a Pay Out Event. An Optional Amortization Notice shall state an Optional Amortization Date and an Optional Amortization Amount. Such Optional Amortization Amount shall be paid from (i) any Available Principal Collections on deposit in the Collection Account, (ii) from funds on deposit in the Special Funding Account (but only to the extent withdrawals from the Special Funding Account will not cause the Transferor Interest to be less than the Required Transferor Interest after giving effect to such withdrawal and to such Optional Amortization), (iii) from the proceeds of the issuance of one or more new Series of Notes issued substantially contemporaneously with such Optional Amortization, (iv) from other funds paid to the Issuer by the Transferor for the express purpose of paying such Optional Amortization Amount and which are not otherwise allocable pursuant to the Transaction Documents, or (v) from any combination of items (i) through (iv) above. On an Optional Amortization Date the Servicer shall pay the Optional Amortization Amount to the Administrative Agent for the benefit of the Class A Noteholders without penalty, premium or breakage. After such payment has been made, the Invested Amount shall be reduced by such Optional Amortization Amount.

Section 4.10. Investment Instructions. Any investment instructions required to be given to the Indenture Trustee pursuant to the terms hereof must be given to the Indenture Trustee no later than 11:00 a.m., New York City time, on the date such investment is to be made. In the event the Indenture Trustee receives such investment instruction later than such time, the Indenture Trustee may, but shall have no obligation to, make such investment. In the event the Indenture Trustee is unable to make an investment required in an investment instruction received by the Indenture Trustee after 11:00 a.m., New York City time, on such day, such investment shall be made by the Indenture Trustee on the next succeeding Business Day. In no event shall the Indenture Trustee be liable for any investment not made pursuant to investment instructions received after 11:00 a.m., New York City time, on the day such investment is requested to be made.

Section 4.11. Note Principal Balance Increases; Reduction of Facility Limit.

(a) The Class A Noteholders agree, by acceptance of the Class A Notes, that the Issuer may from time to time in accordance with Section 2.02 of the Note Purchase Agreement, prior to the commencement of the Controlled Amortization Period or the Early Amortization Period, request that the Purchasers fund an increase in the outstanding principal balance of the Class A Notes in the specified amounts (each such amount, a “Class A Note Principal Balance Increase”).

(b) The Class B Noteholders agree, by acceptance of the Class B Notes, that the Issuer may from time to time during the Revolving Period or, if the Consignor Reserve Amount is greater than $0 at such time, during the Controlled Amortization Period or the Early Amortization Period, request upon five (5) Business Day prior written notice to each of the Indenture Trustee, the Servicer and the Class B Noteholders substantially in the form of Exhibit F, that the Class B Noteholders fund increases in the outstanding principal balance of the Class B Notes in the specified amounts (each such amount, a “Class B Note Principal Balance Increase”). The Class B Noteholders shall fund a Class B Note Principal Balance Increase by payment, in same day funds, to the Issuer of the amount of such Class B Note Principal Balance Increase in accordance with the payment instructions specified in the notice delivered with respect to such Class B Note Principal Balance Increase; provided, however, that so long as each Class B Noteholder is also a Transferor, each Class B Note Principal Balance Increase shall be funded through a reduction of the Transferor Interest in the amount of such Class B Note Principal Balance Increase so long as after giving effect to such Class B Note Principal Balance Increase, the Transferor Interest shall not be less than the Required Transferor Interest.

[END OF ARTICLE IV]

ARTICLE V

Delivery of Series 2014-A Notes;

Distributions; Reports to Series 2014-A Noteholders

Section 5.01. Delivery and Payment for the Series 2014-A Notes.

The Issuer shall execute and issue, and the Indenture Trustee shall authenticate, the Series 2014-A Notes in accordance with Section 2.03 of the Indenture. The Indenture Trustee shall deliver the Series 2014-A Notes to or upon the order of the Issuer when so authenticated.

Section 5.02. Distributions.

(a) On each Distribution Date, the Paying Agent shall distribute to each Class A Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the Indenture) such Class A Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Distribution Date to pay interest on the Class A Notes pursuant to this Indenture Supplement.

(b) On each Distribution Date, the Paying Agent shall distribute to each Class A Noteholder of record on the related Record Date such Class A Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Distribution Date to pay principal of the Class A Notes pursuant to this Indenture Supplement.

(c) On each Distribution Date, the Paying Agent shall distribute to each Class B Noteholder of record on the related Record Date such Class B Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Distribution Date to pay principal of the Class B Notes pursuant to this Indenture Supplement.

(d) The distributions to be made pursuant to this Section 5.02 are subject to the provisions of Sections 2.06, 6.01 and 7.01 of the Transfer and Servicing Agreement, Section 11.02 of the Indenture and Section 7.01.

(e) Except as provided in Section 11.02 of the Indenture with respect to a final distribution, distributions to Series 2014-A Noteholders hereunder shall be made by wire transfer of immediately available funds to the account of the Administrative Agent that has been designated by the Administrative Agent (which account shall be designated not later than five (5) Business Days prior to the applicable Distribution Date) without presentation or surrender of any Series 2014-A Note or the making of any notation thereon.

Section 5.03. Reports and Statements to Series 2014-A Noteholders.

(a) Not later than the second Business Day preceding each Distribution Date, the Servicer shall deliver to the Owner Trustee, the Indenture Trustee, the Paying Agent and the Administrative Agent (i) a statement substantially in the form of Exhibit B, or such other form as agreed between the Servicer and the Administrative Agent from time to time, prepared by the Servicer (the “Monthly Statement”) and (ii) a certificate of an Authorized Officer substantially in the form of Exhibit C; provided that the Servicer may amend the form of Exhibit C, from time to time, with the consent of the Indenture Trustee and the Administrative Agent.

(b) On each Distribution Date, the Paying Agent, on behalf of the Indenture Trustee, shall forward to each Series 2014-A Noteholder each Monthly Statement it receives from the Servicer.

(c) A copy of each statement or certificate provided pursuant to paragraph (a) may be obtained by any Series 2014-A Noteholder by a request in writing to the Servicer.

(d) (i) On or before January 31, April 30, July 31 and October 31 of each calendar year, beginning on October 31, 2014, the Paying Agent, on behalf of the Indenture Trustee, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar quarter was a Series 2014-A Noteholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to Series 2014-A Noteholders, as set forth in paragraph (a) above, aggregated for such calendar quarter or the applicable portion thereof during which such Person was a Series 2014-A Noteholder, together with other information as is required to be provided by an issuer of indebtedness under the Code. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

(ii) On or before January 31 of each calendar year, beginning on January 31, 2015, the Paying Agent, on behalf of the Indenture Trustee, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 2014-A Noteholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to Series 2014-A Noteholders, as set forth in paragraph (a) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2014-A Noteholder, together with other information as is required to be provided by an issuer of indebtedness under the Code. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

[END OF ARTICLE V]

ARTICLE VI

Series 2014-A Pay Out Events; Additional Servicer Defaults

Section 6.01. Series 2014-A. Pay Out Events. If any one of the following events (each, a “Series 2014-A Pay Out Event”) shall occur with respect to the Series 2014-A Notes:

(a) failure on the part of the Transferor or the Issuer (i) to make any payment or deposit required to be made by the Transferor by the terms of the Transfer and Servicing Agreement, the Indenture or this Indenture Supplement on or before the date occurring two (2) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) failure by the Transferor duly to observe or perform any other covenants or agreements of the Transferor set forth in the Transfer and Servicing Agreement, or failure by the Issuer to observe or perform any other covenants or agreements of the Issuer set forth in the Indenture or this Indenture Supplement, which failure has a material adverse effect on the Series 2014-A Noteholders and continues unremedied for a period of thirty (30) days after the earlier to occur of (x) the date on which the Transferor obtains actual knowledge of such failure and (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor and the Issuer by the Indenture Trustee, or to the Transferor, the Issuer and the Indenture Trustee by any Holder of the Series 2014-A Notes;

(b) any representation or warranty made by the Transferor in the Transfer and Servicing Agreement or by the Issuer in the Indenture or this Indenture Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.09(e) of the Transfer and Servicing Agreement, shall prove to have been incorrect in any material respect when made or when delivered and continues to be incorrect in any material respect for a period of thirty (30) days after the earlier to occur of (x) the date on which the Transferor obtains actual knowledge of such failure and (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor and the Issuer by the Indenture Trustee, or to the Transferor, the Issuer and the Indenture Trustee by any Holder of the Series 2014-A Notes and as a result of which the interests of the Series 2014-A Noteholders are materially and adversely affected for such period; provided, however, that a Series 2014-A Pay Out Event pursuant to this subsection 6.01(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the Receivables relating to such potential Series 2014-A Pay Out Event, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement;

(c) failure on the part of the Issuer or the Transferor to pay any indebtedness of at least $100,000 when due, which failure to pay continues beyond the applicable grace period or the Issuer or the Transferor shall otherwise default under any agreement or instrument and such default shall continue beyond the applicable grace period;

(d) the entry of any final judgment or decree against the Issuer or the Transferor for which insurance or uncontested indemnification is not available, the collection of which has not been stayed;

(e) (i) the Transferor Interest for any two (2) consecutive Business Days is less than the Required Transferor Interest for such two (2) consecutive Business Days or (ii) the aggregate amount of Principal Receivables for any two (2) consecutive Business Days is less than the Required Minimum Principal Balance for such two (2) consecutive Business Days;

(f) any Servicer Default shall occur;

(g) the average of the Portfolio Yield for any three (3) consecutive Monthly Periods is less than the average for such three Monthly Periods of the sum of (y) the Base Rate for each such Monthly Period and (z) 1.5%;

(h) the Class B Note Principal Balance for any five (5) consecutive Business Days is less than the Required Class B Note Principal Balance for such five (5) consecutive Business Days;

(i) the average Monthly Payment Rates for any three (3) consecutive Monthly Periods is less than 8.0%;

(j) the average Monthly Delinquent Receivables Ratio for any three (3) consecutive Monthly Periods is more than 12.0%; or

(k) any Event of Default shall occur;

then, in the case of any event described in subparagraph (a), (b), or (f) after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the Holders of Series 2014-A Notes evidencing more than 50% of the aggregate unpaid principal amount of Series 2014-A Notes may declare that a Series 2014-A Pay Out Event has occurred by delivering written notice to the Transferor and the Servicer (and to the Indenture Trustee if given by the Series 2014-A Noteholders), which Series 2014-A Pay Out Event shall occur on the date of such written notice, and, in the case of any event described in subparagraph (c), (d), (e), (g), (h), (i), (j) or (k), a Series 2014-A Pay Out Event shall occur without any notice or other action on the part of the Indenture Trustee or the Series 2014-A Noteholders immediately upon the occurrence of such event.

Section 6.02. Additional Servicer Defaults. In addition to the events identified as Servicer Defaults in Section 7.01 of the Transfer and Servicing Agreement, the following events will be “Servicer Defaults” with respect to the Series 2014-A Notes:

(a) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against the Servicer or against the Servicer, Signet Group Limited, any Material Subsidiary and any other Loan Party in aggregate and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Servicer, Signet Group Limited, any Material Subsidiary or any other Loan Party to enforce any such judgment;

(b) the Servicer shall fail to make any payment (whether of principal or interest) in respect of any Material Indebtedness, when and as the same shall become due and payable, and such failure shall continue after any applicable grace period; provided, however, that such default shall not constitute an Servicer Default unless the aggregate outstanding principal amount of such item of Indebtedness and all other items of Indebtedness of the Servicer and the other Loan Parties as to which such defaults exist and have continued without being duly cured, waived or consented to beyond the respective grace periods, if any, therein specified exceeds $50,000,000; or

[END OF ARTICLE VI]

ARTICLE VII

Redemption of Series 2014-A Notes; Final Distributions; Series Termination

Section 7.01. Optional Redemption of Series 2014-A Notes; Final Distributions.

(a) On any day occurring on or after the date on which the Class A Note Principal Balance is reduced to 10% or less of the largest Class A Note Principal Balance at any time after the Closing Date, the Servicer shall have the option to redeem, or cause to be redeemed, the Series 2014-A Notes at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day.

(b) The Servicer shall give the Indenture Trustee at least thirty (30) calendar days prior written notice of the date on which the Servicer intends to exercise, or cause to be exercised, such optional redemption. Not later than 12:00 noon, New York City time, on such day the Servicer shall deposit into the Collection Account in immediately available funds the excess of the Reassignment Amount over the amount, if any, on deposit in the Principal Funding Account. Such optional redemption shall be subject to payment in full of the Reassignment Amount. Following such deposit into the Collection Account in accordance with the foregoing, the Invested Amount for Series 2014-A shall be reduced to zero and the Series 2014-A Noteholders shall have no further security interest in the Receivables. The Reassignment Amount shall be distributed as set forth in subsection 7.01(d).

(c) (i) The amount to be paid by the Transferor with respect to Series 2014-A in connection with a reassignment of Receivables to the Transferor pursuant to Section 2.06 of the Transfer and Servicing Agreement shall equal the Reassignment Amount for the first Distribution Date following the Monthly Period in which the reassignment obligation arises under the Transfer and Servicing Agreement.

(ii) The amount to be paid by the Transferor with respect to Series 2014-A in connection with a repurchase of the Notes pursuant to Section 7.01 of the Transfer and Servicing Agreement shall equal the Reassignment Amount for the Distribution Date of such repurchase.

(d) With respect to the Reassignment Amount deposited into the Collection Account pursuant to this Section 7.01, the Indenture Trustee shall, in accordance with the written direction of the Servicer, not later than 12:00 noon, New York City time, on the related Distribution Date, make deposits or distributions of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and distributions otherwise to be made on such date) in immediately available funds: (i) (x) the Class A Note Principal Balance on such Distribution Date will be distributed to the Paying Agent for payment to the Class A Noteholders and (y) an amount equal to the sum of (A) Class A Monthly Interest for such Distribution Date and (B) any Class A Monthly Interest previously due but not distributed to the Class A Noteholders on a prior Distribution Date will be distributed to the Paying Agent for payment to the Class A Noteholders; and (ii) the Class B Note Principal Balance on such Distribution Date will be distributed to the Paying Agent for payment to the Class B Noteholders.

(e) Notwithstanding anything to the contrary in this Indenture Supplement, the Indenture or the Transfer and Servicing Agreement, all amounts distributed to the Paying Agent pursuant to subsection 7.01(d) for payment to the Series 2014-A Noteholders shall be deemed distributed in full to the Series 2014-A Noteholders on the date on which such funds are distributed to the Paying Agent pursuant to this Section 7.01 and shall be deemed to be a final distribution pursuant to Section 11.02 of the Indenture.

Section 7.02. Series Termination.

(a) If, on the forty-sixth Distribution Date following the Amortization Date, the Invested Amount (after giving effect to all changes therein on such date) is greater than zero, the Servicer, on behalf of the Indenture Trustee, shall, within the forty-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables (or interests therein) in an amount at least equal to the Invested Amount and the related Finance Charge Receivables at the close of business on the last day of the Monthly Period preceding the Series 2014-A Final Maturity Date (after giving effect to all distributions required to be made on the Series 2014-A Final Maturity Date, except pursuant to this Section 7.02). Such bids shall require that such sale (subject to subsection 7.02(b)) occur on the Series 2014-A Final Maturity Date. The Transferor shall be entitled to participate in, and to receive from the Servicer a copy of each other bid submitted in connection with, such bidding process.

(b) The Servicer, on behalf of the Indenture Trustee, shall sell such Receivables (or interests therein) on the Series 2014-A Final Maturity Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 2014-A Noteholders pursuant to the Transfer and Servicing Agreement, the Indenture and this Indenture Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the forty-sixth Distribution Date following the Amortization Date to the Series 2014-A Final Maturity Date, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Transfer and Servicing Agreement, the Indenture and this Indenture Supplement.

[END OF ARTICLE VII]

ARTICLE VIII

Miscellaneous Provisions

Section 8.01. Ratification of Indenture. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.

Section 8.02. Private Placement of Series 2014-A Notes; Form of Delivery of Series 2014-A Notes.

(a) The Series 2014-A Notes have not been registered under the Securities Act or any state securities law. No transfer of any Series 2014-A Note shall be made except to a Series 2014-A Noteholder or in accordance with the terms of the Note Purchase Agreement and this Section 8.02 and only to (i) Sterling Jewelers Receivables Corp. or any Affiliate thereof, (ii) a person who the Series 2014-A Noteholder reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A, or (iii) an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that, prior to such transfer, shall have executed and delivered to the Indenture Trustee a letter in the form of Exhibit G. The Series 2014-A Notes shall bear a legend to the effect set forth in Exhibit A. None of the Transferor, the Transfer Agent and Registrar, the Owner Trustee or the Indenture Trustee is obligated to register the Series 2014-A Notes under the Securities Act or any other securities or “Blue Sky” laws or to take any other action not otherwise required under this Indenture Supplement, the Indenture or the Transfer and Servicing Agreement to permit the transfer of Series 2014-A Notes without the registration of such Notes.

(b) The Series 2014-A Notes shall be Definitive Notes and shall be delivered as Registered Notes as provided in Section 2.01 of the Indenture.

Section 8.03. Tax and Other Matters.

(a) Notwithstanding anything to the contrary herein, each of the Paying Agent, Servicer or Indenture Trustee shall be entitled to withhold any amount that it reasonably determines in its sole discretion is required to be withheld pursuant to Section 1446 of the Code with respect to the Class B Notes and such amount shall be deemed to have been paid for all purposes of the Indenture or the Transfer and Servicing Agreement.

(b) This Indenture Supplement may be amended by the Transferor without the consent of the Servicer or the Indenture Trustee if the Transferor provides the Indenture Trustee with (i) an Opinion of Counsel to the effect that such amendment or modification would reduce the risk the Trust would be treated as a publicly traded partnership pursuant to Code Section 7704, (ii) a certificate that such amendment or modification would not materially and adversely affect any Class A Noteholder and (iii) evidence that the Administrative Agent has consented to such amendment; provided that no such amendment shall be deemed effective without the consent of the Indenture Trustee, if the Indenture Trustee’s rights, duties and obligations hereunder are thereby modified.

(c) Each Purchaser agrees with the Transferor that: (a) such Purchaser will deliver to the Transferor on or before the Closing Date or the effective date of any participation or Note Assignment a letter in the form of Exhibit G (an “Investment Letter”), executed by such assignee Purchaser, in the case of a Note Assignment (as defined below), or by the Participant (as defined below), in the case of a participation, with respect to the purchase by such Purchaser or Participant of a portion of an interest relating to the Class A Notes and (b) all of the statements made by such Purchaser in its Investment Letter shall be true and correct as of the date made.

(d) Each Class B Noteholder, by its holding of an interest in the Class B Notes, hereby severally represents, warrants and covenants, and each Class B Noteholder that acquires an interest in the Class B Notes by Note Assignment shall be deemed to have severally represented, warranted and covenanted upon such Note Assignment that: (i) such Class B Noteholder has not acquired and shall not sell, trade or transfer any interest in the Class B Notes, nor cause any interest in the Class B Notes to be marketed, on or through either (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (B) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(b)(2) of the Code (including a market wherein interests in the Class B Notes are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Class B Notes and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others), and (ii) unless the Transferor consents otherwise (which consent shall be based on an Opinion of Counsel generally to the effect that following the related transfer the number of Private Holders would not exceed eighty (80)), such Class B Noteholder (A) is properly classified as, and shall remain classified as, a “corporation” as described in Section 7701(a)(3) of the Code (including, without limitation, a corporation described in Section 1381 of the Code, subject to clause (g) of this Section 8.03) and (B) is not, and shall not become, an “S corporation” as described in Section 1361 of the Code. Each Class B Noteholder represents, warrants and covenants that it shall (A) cause each of its Participants otherwise permitted hereunder to make representations, warranties and covenants similar to the foregoing for the benefit of the Transferor, the Indenture Trustee and the Trust at the time such Participant becomes a Participant and (B) forward a copy of such representations, warranties and covenants to the Indenture Trustee. In the event of any breach of the representation, warranty and covenant of a Class B Noteholder or its Participant that such Class B Noteholder or Participant shall remain classified as a corporation other than an S corporation, such Class B Noteholder shall notify the Transferor promptly upon such Class B Noteholder’s becoming aware of such breach, and thereupon the Class B Noteholder hereby agrees to use reasonable efforts to procure a replacement investor which is a Permitted Note Participant or is otherwise reasonably acceptable to the Transferor not so affected to replace such affected Class B Noteholder. In any such event, the Transferor shall also have the right to procure a replacement investor. Each affected Class B Noteholder hereby agrees to take all actions necessary to permit a replacement investor to succeed to its rights and obligations hereunder. Each Class B Noteholder which has a Participant which has breached its representation, warranty and covenant that it shall remain classified as a corporation other than an S corporation hereby agrees (without limiting the right of the Transferor to procure a replacement investor for such Class B Noteholder as provided above in this paragraph) to notify the Transferor of such breach promptly upon such Class B Noteholder’s becoming aware thereof and to use reasonable efforts to procure a replacement Participant, as applicable, not so affected which is a Permitted Note Participant or is otherwise acceptable to the Transferor to replace any such Participant.

(e) Subject to Section 8.02, each Class A Noteholder (and each Person on behalf of which any Class A Noteholder may be holding a Class A Note) may at any time sell, assign or otherwise transfer, to the extent of such Class A Noteholder’s interest in the Class A Notes (each, a “Note Assignment”) as provided in Section 8.01 of the Note Purchase Agreement.

(f) Subject to Section 8.02, any Class A Noteholder may at any time grant a participation in all or part of its interest in Class A Notes to any Person (each such Person, a “Participant”); provided, however, that such participation shall be void, unless such Participant complies with the applicable provisions of this Section 8.03 and such Class A Noteholder delivers to the Indenture Trustee, prior to the effectiveness of its participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to this Section 8.03. Each Class A Noteholder hereby acknowledges and agrees that any such participation will not alter or affect in any way whatsoever such Class A Noteholder’s direct obligations hereunder and that the Transferor shall have no obligation to have any communication or relationship whatsoever with any Participant of such Class A Noteholder in order to enforce the obligations of such Class A Noteholder hereunder. Each Class A Noteholder shall promptly notify the Indenture Trustee (who shall promptly notify the Transferor) in writing of the identity and interest of each Participant upon any such disposition. In granting any participation, such Class A Noteholder will provide to the Servicer and Indenture Trustee, the forms described in (i), (ii) and (iii) of subsection 8.03(i) as though the Participant were a Class A Noteholder, and such Class A Noteholder similarly will provide subsequent forms as described in subsection 8.03(i) with respect to such Participant as though it were a Class A Noteholder.

(g) To the fullest extent permitted by applicable law, the Class B Notes (or any interest therein) may not be sold, transferred, assigned, participated, pledged or otherwise disposed of to any Person; provided, however, that any Class B Note (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor thereof has provided the Owner Trustee and the Indenture Trustee with a Tax Opinion relating to such sale, transfer, assignment, participation, pledge or other disposition.

(h) It is the intention of the parties hereto that the Class A Notes be characterized as debt for federal income tax purposes and the provisions of this Indenture Supplement, the Indenture and the Transfer and Servicing Agreement shall be interpreted accordingly. The Transferor and, by acceptance of its Class A Notes, each holder agrees to treat its interest in the Trust for all tax reporting consistent with such intention of the parties.

(i) Each of the Class A Noteholders agrees that prior to the date on which the first interest payment hereunder is due thereto, it will provide to the Servicer and the Indenture Trustee (i) if such Class A Noteholder is created or organized under the laws of a jurisdiction outside the United States, two duly completed copies of the United States Internal Revenue Service Form W-8ECI, Form W-8BEN, as applicable, or in either case successor applicable or required forms, and if claiming benefits of the portfolio interest exemption, a certificate to the effect that the Class A Noteholder is not a “bank” or a “10 percent shareholder” of the Transferor, in each case as described in Section 881(c)(3) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, (ii) a duly completed copy of United States Internal Revenue Service Form W-9 or successor applicable or required forms, and (iii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding taxes. Each Class A Noteholder agrees to provide to the Servicer and Indenture Trustee, like additional subsequent duly completed forms (subject to like consent) satisfactory to the Servicer and Indenture Trustee on or before the date that any such form expires or becomes obsolete, or upon the occurrence of any event requiring an amendment, resubmission or change in the most recent form previously delivered by it, and to provide such extensions or renewals as may be reasonably requested by the Servicer or Indenture Trustee.

Section 8.04. Counterparts. This Indenture Supplement 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 shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Indenture Supplement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Indenture Supplement.

Section 8.05. Covenants of the Indenture Trustee.

(a) The Indenture Trustee hereby agrees not to disclose to any Person any of the account numbers or other information contained in the computer files or microfiche lists marked as Schedule 1 to the Amended and Restated Transfer and Servicing Agreement and delivered to the Indenture Trustee, from time to time, except (i) to a Successor Servicer or as required by a Requirement of Law applicable to the Indenture Trustee, (ii) in connection with the performance of the Indenture Trustee’s or the Trust’s duties hereunder, or (iii) to bona fide creditors or potential creditors of the Trust, the Owner Trustee, any Account Owner, a Seller, SJRC or any Transferor for the limited purpose of enabling any such creditor to identify applicable Receivables or Accounts subject to this Agreement or the Receivables Purchase Agreements. The Indenture Trustee agrees to take such measures as shall be reasonably requested by any Transferor to protect and maintain the security and confidentiality of such information and, in connection therewith, shall allow each Transferor or its duly authorized representatives to inspect the Indenture Trustee’s security and confidentiality arrangements as they specifically relate to the administration of the Trust from time to time during normal business hours upon prior written notice. The Indenture Trustee shall provide the applicable Transferor with notice five (5) Business Days prior to disclosure of any information of the type described in this subsection 8.05(a).

(b) The Indenture Trustee hereby agrees not to use any information it obtains pursuant to this Agreement, including any of the account numbers or other information contained in the computer files, microfiche lists or printed lists marked as Schedule 1 to the Amended and Restated Transfer and Servicing Agreement or otherwise delivered by the Transferor to the Indenture Trustee pursuant to Sections 2.01, 2.09 or 2.10 of the Amended and Restated Transfer and Servicing Agreement, to compete or assist any person in competing with any Account Owner or any Transferor in its credit card business.

Section 8.06. GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.07. Additional Notice. The Transferor shall notify the Administrative Agent promptly after becoming aware of any Lien on any Receivable other than the conveyances under the Transfer and Servicing Agreement and the Indenture and of any merger, consolidation, assumption or transfer referred to in Section 4.02 of the Transfer and Service Agreement.

Section 8.08. WAIVERS OF JURY TRIAL. EACH OF THE TRANSFEROR, THE SERVICER AND THE INDENTURE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THE TRANSFER AND SERVICING AGREEMENT, THE INDENTURE AND THIS INDENTURE SUPPLEMENT AND FOR ANY COUNTERCLAIM THEREIN OR HEREIN.

Section 8.09. No Proceeding. The Indenture Trustee, the Transferor and the Servicer each hereby agrees that it will not at any time prior to the date which is one year and one day after the later of (i) the termination of the Note Purchase Agreement with respect to the Purchasers or (ii) payment in full of all outstanding Commercial Paper Notes (as defined in the Note Purchase Agreement) of the related Purchaser, institute against any Purchaser in connection with the Transfer and Servicing Agreement, the Indenture, this Indenture Supplement or the Series 2014-A Notes any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law.

Section 8.10. Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company ("WTC"), not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Agreement and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents.

Section 8.11. Rights of the Indenture Trustee. The Indenture Trustee shall be entitled to the same rights, protections, immunities and indemnities set forth in the Master Indenture as if specifically set forth herein.

Section 8.12. USA Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, Deutsche Bank Trust Company Americas, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with Deutsche Bank Trust Company Americas. The parties to this Agreement agree that they will provide Deutsche Bank Trust Company Americas with such information as it may request in order for Deutsche Bank Trust Company Americas to satisfy the requirements of the USA Patriot Act.

Section 8.13. Collections and Allocations. For the purposes of Section 8.04(a)(ii) of the Indenture, during the Revolving Period the Performance Guarantor having a public debt rating greater than or equal to “BB+” from Standard & Poor’s or “Ba2” from Moody’s shall satisfy the Rating Agency Condition.

Section 8.14. Rating Agency Condition. For the purposes of the definition of Rating Agency Condition in the Indenture and Series 2014-A, “Rating Agency Condition” shall mean the written consent of the Administrative Agent. Whenever a Transaction Document requires the consent of or notice to a Rating Agency, the Administrative Agent shall be deemed to be the Rating Agency with respect to the Class A Notes.

Section 8.15. Series Account. Each of the Collection Account and the Special Funding Account shall constitute a Series Account for Series 2014-A.

Section 8.16. Account Addition Test. For the purposes of the Transfer and Servicing Agreement the Account Addition Test shall have the meaning given to it in the side letter among the Transferor, the Servicer and the Issuer dated as of the date hereof.

[END OF ARTICLE VIII]

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.

STERLING JEWELERS RECEIVABLES MASTER
NOTE TRUST,
as Issuer

By:	Wilmington Trust Company,
	not in its individual capacity,
	but solely as Owner Trustee

By:	/s/ Jeanne M. Oller
	Name:	Jeanne M. Oller
	Title:	Vice President

DEUTSCHE BANK NATIONAL TRUST COMPANY for
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee

By:	/s/ Michele H. Y. Voon
	Name:	Michele H.Y. Voon
	Title:	Vice President

By:	/s/ Mark DiGiacomo
	Name:	Mark DiGiacomo
	Title:	Vice President

STERLING JEWELERS INC.,
as Servicer

By:	/s/ Simon Cashman
	Name:	Simon Cashman
	Title:	SVP

[Indenture Supplement]

Acknowledged and Accepted:

STERLING JEWELERS RECEIVABLES CORP.,
as Transferor

By:	/s/ Simon Cashman
	Name:	Simon Cashman
	Title:	VP

[Indenture Supplement]

EXHIBIT A-1

FORM OF CLASS A NOTE

THIS CLASS A NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED INSTITUTIONAL BUYER”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) TO AN ENTITY QUALIFYING AS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF PARAGRAPH (1), (2), (3) OR (7) OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT FALL WITHIN SUCH PARAGRAPHS, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES, IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE SERIES 2014-A INDENTURE SUPPLEMENT REFERRED TO HEREIN. NONE OF THE TRANSFEROR, THE TRANSFER AGENT, TRANSFER AGENT REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS A NOTES UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR “BLUE SKY” LAW.

EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST AND STERLING JEWELERS RECEIVABLES CORP., THAT (1) IT IS NOT A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PROVISION OF ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION WHICH IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”) (EACH, A “PLAN”), OR ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING OR HOLDING THE CLASS A NOTES OR INTEREST THEREIN ON BEHALF OF, AS FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF, ANY PLAN OR (II) IS PURCHASING OR HOLDING THE CLASS A NOTES WITH THE ASSETS OF A PLAN AND ITS PURCHASE AND HOLDING OF SUCH CLASS A NOTES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT VIOLATE ANY APPLICABLE PROVISION OF ANY APPLICABLE SIMILAR LAWS.

ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS A NOTE IS SUBJECT TO THE PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTIONS 8.02 AND 8.03 OF THE INDENTURE SUPPLEMENT.

A-1-1

THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A NOTE WILL BE REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS A NOTE ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS A NOTE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND CONDITIONS SET FORTH IN THE INDENTURE SUPPLEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS A NOTES, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A NOTE MAY BE DIFFERENT FROM THE INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS CLASS A NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS A NOTES, THE INDENTURE TRUSTEE IS DEUTSCHE BANK TRUST COMPANY AMERICAS.

A-1-2

INITIAL OUTSTANDING PRINCIPAL BALANCE

REGISTERED

$____1

No. ____

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST

SERIES 2014-A

CLASS A ASSET BACKED VARIABLE FUNDING NOTE

Sterling Jewelers Receivables Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of October 18, 2001, for value received, hereby promises to pay to J.P. Morgan Chase Bank N.A., on behalf of _____, or registered assigns, subject to the following provisions, the principal sum of ________________ DOLLARS ($__________ ), or such greater or lesser amount as determined in accordance with the Indenture, on the Series 2014-A Final Maturity Date, except as otherwise provided below or in the Indenture Supplement. The Issuer will pay interest on the unpaid principal amount of this Note at the Class A Note Interest Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the first day of the calendar month immediately preceding such Distribution Date to and including the last day of the calendar month immediately preceding such Distribution Date, or, for the initial Distribution Date, from and including the Closing Date to but excluding the last day of the calendar month preceding such Distribution Date. Interest will be computed on the basis of a 360-day year and the actual number of days elapsed. Principal of this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Master Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose.

1 Denominations of $100,000 and integral multiples of $1,000 in excess thereof.

A-1-3

IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.

	STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST,
	as Issuer

	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement

	By:
		Name:
		Title:

Dated: _________ ____, 2014

A-1-4

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes described in the within-mentioned Master Indenture.

	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Indenture Trustee,

	By:
		Authorized Signatory

	By:
		Authorized Signatory

A-1-5

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST

SERIES 2014-A

CLASS A ASSET BACKED VARIABLE FUNDING NOTE

Summary of Terms and Conditions

This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as Sterling Jewelers Receivables Master Note Trust, Series 2014-A (the “Series 2014-A Notes”), issued under a Master Indenture, dated as of November 2, 2001 (the “Master Indenture”), among the Issuer, Sterling Jewelers Inc., as Servicer (the “Servicer”) and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2014-A Indenture Supplement, dated as of May 15, 2014 (the “Indenture Supplement”), among the Issuer, the Servicer and the Indenture Trustee and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Series 2014-A Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Class B Notes will also be issued under the Indenture.

The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note for payment hereunder and that the Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

The Class A Note Initial Principal Balance is $0.00. The Class A Note Principal Balance on any date will be an amount equal to (a) the Class A Note Initial Principal Balance, plus (b) the aggregate amount of Class A Note Principal Balance Increases made on or prior to such date, minus (c) the aggregate amount of principal payments made to the Class A Noteholders on or prior to such date.

The “Scheduled Series 2014-A Termination Date” is the tenth (10th) Distribution Date with respect to the Controlled Amortization Period, but principal with respect to the Class A Notes may be paid earlier or later under certain circumstances described in the Indenture. If for one or more months during the Controlled Amortization Period there are not sufficient funds to pay the Controlled Distribution Amount, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Controlled Amortization Period to make up for such shortfalls, the final payment of principal of the Notes will occur later than the Scheduled Series 2014-A Termination Date. Payments of principal of the Notes shall be payable in accordance with the provisions of the Indenture.

A-1-6

Subject to the terms and conditions of the Indenture, the Transferor may, from time to time, direct the Owner Trustee, on behalf of the Issuer, to issue one or more new Series of Notes.

On each Distribution Date, the Paying Agent shall distribute to the Administrative Agent on behalf of each Class A Noteholder of record on the related Record Date (except for the final distribution in respect of this Class A Note) such Class A Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Distribution Date to pay interest and principal on the Class A Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to Series 2014-A Noteholders shall be made by (i) wire transfer to the Administrative Agent on behalf of each Series 2014-A Noteholder at the account specified by the Administrative Agent to the Indenture Trustee and the Servicer and (ii) without presentation or surrender of any Series 2014-A Note or the making of any notation thereon. Final payment of this Class A Note will be made only upon presentation and surrender of this Class A Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series 2014-A Noteholders in accordance with the Indenture.

On any day occurring on or after the date on which the outstanding principal balance of the Class A Notes is reduced to 10% or less of the largest outstanding principal balance of the Class A Notes at any time after the Closing Date, the Issuer shall have the option to redeem the Series 2014-A Notes, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day.

This Class A Note does not represent an obligation of, or an interest in or the assets of, the Transferor, the Servicer or any Affiliate thereof.

Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time institute against the Issuer or the Transferor, or join in instituting against the Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.

Except as otherwise provided in the Indenture Supplement, the Class A Notes are issuable only in minimum denominations of $1,000 and integral multiples of $1,000. The transfer of this Class A Note shall be registered in the Note Register upon surrender of this Class A Note for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Transfer Agent and Registrar, duly executed by the Class A Noteholder or such Class A Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class A Notes in any authorized denominations of like aggregate principal amount will be issued to the designated transferee or transferees.

A-1-7

As provided in the Indenture and subject to certain limitations therein set forth, Class A Notes are exchangeable for new Class A Notes in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. No service charge may be imposed for any such exchange but the Issuer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, Transferor or the Indenture Trustee shall treat the person in whose name this Class A Note is registered as the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the Issuer, Transferor or the Indenture Trustee shall be affected by notice to the contrary.

THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

It is expressly understood and agreed by the parties hereto that (a) this Note is executed and delivered by Wilmington Trust Company ("WTC"), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Note and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Note or any other related documents.

A-1-8

ASSIGNMENT

Social Security or other identifying number of assignee __________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________ (name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints , ___________________, attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		2

	Signature Guaranteed:

2 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-1-9

EXHIBIT A-2

FORM OF CLASS B ASSET BACKED VARIABLE FUNDING NOTE

THIS CLASS B NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED INSTITUTIONAL BUYER”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) TO AN ENTITY QUALIFYING AS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF PARAGRAPH (1), (2), (3) OR (7) OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT FALL WITHIN SUCH PARAGRAPHS, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES, IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE SERIES 2014-A INDENTURE SUPPLEMENT REFERRED TO HEREIN. NONE OF THE TRANSFEROR, THE TRANSFER AGENT, TRANSFER AGENT AND REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS B NOTES UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR “BLUE SKY” LAW.

EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST AND STERLING JEWELERS RECEIVABLES CORP., THAT (1) IT IS NOT A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PROVISION OF ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION WHICH IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”) (EACH, A “PLAN”), OR ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING OR HOLDING THE CLASS B NOTES OR INTEREST THEREIN ON BEHALF OF, AS FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF, ANY PLAN OR (II) IS PURCHASING OR HOLDING THE CLASS B NOTES WITH THE ASSETS OF A PLAN AND ITS PURCHASE AND HOLDING OF SUCH CLASS B NOTES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT VIOLATE ANY APPLICABLE PROVISION OF ANY APPLICABLE SIMILAR LAWS.

ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B NOTE IS SUBJECT TO THE PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTIONS 8.02 AND 8.03 OF THE INDENTURE SUPPLEMENT.

A-2-1

THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE WILL BE REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS B NOTE ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS B NOTE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND CONDITIONS SET FORTH IN THE INDENTURE SUPPLEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE MAY BE DIFFERENT FROM THE INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS CLASS B NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE INDENTURE TRUSTEE IS DEUTSCHE BANK TRUST COMPANY AMERICAS.

A-2-2

INITIAL OUTSTANDING PRINCIPAL BALANCE

REGISTERED

$ ___3

No. _____

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST

SERIES 2014-A

CLASS B ASSET BACKED VARIABLE FUNDING NOTE

The principal of this Note is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES AS SPECIFIED IN THE INDENTURE SUPPLEMENT.

3 Denominations of $100,000 and integral multiples of $1,000 in excess thereof.

A-2-3

IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.

	STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST,
	as Issuer

	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement

	By:
		Name:
		Title:

Dated: ______, 2014

A-2-4

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes described in the within-mentioned Master Indenture.

	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Indenture Trustee,

	By:
		Authorized Signatory

	By:
		Authorized Signatory

A-2-5

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST

SERIES 2014-A

CLASS B ASSET BACKED VARIABLE FUNDING NOTE

Summary of Terms and Conditions

This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as Sterling Jewelers Receivables Master Note Trust, Series 2014-A (the “Series 2014-A Notes”), issued under a Master Indenture dated as of November 2, 2001 (the “Master Indenture”), among the Issuer, Sterling Jewelers Inc., as Servicer (the “Servicer”) and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2014-A Indenture Supplement dated as of May 15, 2014 (the “Indenture Supplement”), among the Issuer, the Servicer and the Indenture Trustee and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Series 2014-A Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Class A Notes will also be issued under the Indenture.

The Class B Initial Note Principal Balance is $0.00. The Class B Note Principal Balance on any date will be an amount equal to (a) the Class B Initial Note Principal Balance, plus (b) the aggregate amount of Class B Note Principal Balance Increases made on or prior to such date, minus (c) the aggregate amount of principal payments made to the Class B Noteholders on or prior to such date.

The Scheduled Series 2014-A Termination Date is the tenth (10th) Distribution Date with respect to the Controlled Amortization Period, but principal with respect to the Class B Notes may be paid earlier or later under certain circumstances described in the Indenture. If for one or more months during the Controlled Amortization Period there are not sufficient funds to pay the Controlled Distribution Amount, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Controlled Amortization Period to make up for such shortfalls, the final payment of principal of the Notes will occur later than the Scheduled Series 2014-A Termination Date. Payments of principal of the Notes shall be payable in accordance with the provisions of the Indenture.

A-2-6

Subject to the terms and conditions of the Indenture, the Transferor may, from time to time, direct the Owner Trustee, on behalf of the Issuer, to issue one or more new Series of Notes.

On each Deposit Date, at the request of the Class B Noteholders, the Servicer shall cause the Paying Agent to make a principal payment to the extent provided in Section 4.01(c) of the Indenture Supplement.

On each Distribution Date, the Paying Agent shall distribute to each Class B Noteholder of record on the related Record Date (except for the final distribution in respect of this Class B Note) such Class B Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Distribution Date to pay principal on the Class B Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to Series 2014-A Noteholders shall be made by (i) wire transfer to each Series 2014-A Noteholder at the account specified by the Deal Agent to the Indenture Trustee and the Servicer and (ii) without presentation or surrender of any Series 2014-A Note or the making of any notation thereon. Final payment of this Class B Note will be made only upon presentation and surrender of this Class B Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series 2014-A Noteholders in accordance with the Indenture.

This Class B Note does not represent an obligation of, or an interest in, the Transferor, the Servicer or any Affiliate thereof.

Except as otherwise provided in the Indenture Supplement, the Class B Notes are issuable only in minimum denominations of $1,000 and integral multiples of $1,000. The transfer of this Class B Note shall be registered in the Note Register upon surrender of this Class B Note for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Transfer Agent and Registrar, duly executed by the Class B Noteholder or such Class B Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class B Notes in any authorized denominations of like aggregate principal amount will be issued to the designated transferee or transferees.

A-2-7

As provided in the Indenture and subject to certain limitations therein set forth, Class B Notes are exchangeable for new Class B Notes in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. No service charge may be imposed for any such exchange but the Issuer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor or the Indenture Trustee shall treat the person in whose name this Class B Note is registered as the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to the contrary.

THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

A-2-8

ASSIGNMENT

Social Security or other identifying number of assignee _______________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________________ (name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints __________________, attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		__________________4

		Signature Guaranteed:

4 NOTE: The signature to this Assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-2-9

EXHIBIT B

FORM OF MONTHLY STATEMENT

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST

SERIES 2014-A

Pursuant to the Master Indenture, dated as of November 2, 2001 (as amended and supplemented, the “Master Indenture”), as supplemented by the Series 2014-A Indenture Supplement, dated as of May 15, 2014 (the “Indenture Supplement “), each among Sterling Jewelers Receivables Master Note Trust (the “Trust”), Deutsche Bank Trust Company Americas, as indenture trustee, and Sterling Jewelers Inc., as servicer (the “Servicer”), under the Transfer and Servicing Agreement, dated as of November 2, 2001 (the “Transfer and Servicing Agreement”) among Sterling Jewelers Receivables Corp., as Transferor, the Servicer and the Trust, is required to prepare certain information each month regarding current distributions to the Series 2014-A Noteholders and the performance of the Trust during the previous month. The information which is required to be prepared with respect to the Distribution Date of _______, and with respect to the performance of the Trust during the Monthly Period ended ________ is set forth on the attached schedule. Capitalized terms used in this Monthly Statement have their respective meanings set forth in the Master Indenture and the Indenture Supplement.

	STERLING JEWELERS INC.,
	as Servicer

	By:
		Name: [Simon Cashman] [Robert D Trabucco]
		Title:

B-1

ATTACHMENT TO MONTHLY STATEMENT

A)	Information regarding distributions in respect of the Class A Notes
	(1) The total amount of the distribution in respect of Class A Notes	$_________
	(2) The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Notes	$_________
	(3) The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Notes	$_________
B)	Information regarding distributions in respect of the Class B Notes
	(1) The total amount of the distribution in respect of Class B Notes	$_________
	(2) Payout Events Test (Indenture Supplement Section 6.01)	Pass / Fail
	Required Transferor Interest met (Section 6.01(e)(i))	Pass / Fail
	Required Minimum Principal Balance met (Section 6.01(e)(ii))	Pass / Fail
	Portfolio Yield requirements met (Section 6.01(g)(i)	Pass / Fail
	Required Class B Note Principal Balance met (Section 6.01 (h))	Pass / Fail
	Monthly Payment Rate requirements met (Section 6.01(i)(i))	Pass / Fail
	Monthly Delinquent Receivables Ratio (Section 6.01(i)(j))	Pass / Fail
	No Payout Event has occurred with respect to any other Series (Section 6.01(k))	Pass / Fail

RECEIVABLES --

Total Collections of Finance Charge Receivables		$_________
Total Collections of Principal Receivables		$_________
Total Receivables as of the last day of the preceding Monthly Period		$_________
	Number of Additional Accounts designated during the preceding Monthly Period	$_________
	Number of Additional Accounts constituting Excluded Accounts	$_________
	Total amount of Principal Receivables in Additional Accounts designated during the preceding Monthly Period	$_________

B-2

DELINQUENCIES AND LOSSES --

Aggregate amount of Adjusted Invested Amounts that were delinquent as of the last day of the preceding Monthly Period
	31-60 Days Delinquent	$_________
	61-90 Days Delinquent	$_________
	90-120 Days Delinquent	$_________
	121 or More Days Delinquent	$_________
	Total 31+ Days Delinquent	$_________
	Defaulted Receivables during preceding Monthly Period	$_________

NOTE PRINCIPAL BALANCES --

	Class A Note Principal Balance	$_________
	Class B Note Principal Balance
Initial Invested Amount

SERIES 2014-A INFORMATION

	Floating Investor Percentage	_________%
	Fixed Investor Percentage	_________%
	Series 2014-A percentage	_________%
	Special Funding Amount as of the last day of the preceding Monthly Period	$_________
	Available Finance Charge Collections	$_________
	Monthly Servicing Fees	$_________
	Available Principal Collections	$_________
	Excess Finance Charge Collections	$_________
	Shared Principal Collections	$_________
	Consignment Reserve Amount	$_________

Total Investor Default Amount for such Monthly Period		$_________
Transferor Interest as of the end of the day on the last day for the proceeding Monthly Period		$_________
Transferor Percentage as of the end of the day on the last day of the proceeding Monthly Period		_________%

B-3

APPLICATION OF COLLECTIONS --

Class A Monthly Interest		$_________
Monthly Servicing Fee		$_________
Investor Default Amount		$_________
Series 2014-A unpaid Adjustment Payments		$_________
Investor Charge Offs and Reallocated Principal Collections not previously reimbursed		$_________
If an Event of Default has occurred and is continuing, amounts to be treated as Available Principal Collections		$_________
Other amounts owing by the Trust		$_________
Amounts to be treated as Excess Finance Charge Collections		$_________

PORTFOLIO YIELD, BASE RATE AND PAYMENT RATE --

	Base Rate for preceding Monthly Period	_________%
	Base Rate (second preceding Monthly Period)	_________%
	Base Rate (third preceding Monthly Period)	_________%
	Portfolio Yield for preceding Monthly Period	_________%
	Portfolio Yield (second preceding Monthly Period)	_________%
	Portfolio Yield (third preceding Monthly Period)	_________%
	Base Rate for preceding Monthly Period + 1.5% %	_________%
	Base Rate (second preceding Monthly Period) + 1.5%	_________%
	Base Rate (third preceding Monthly Period) + 1.5% %	_________%
	(Portfolio Yield (preceding Monthly Period)) — (Base Rate for preceding Monthly Period + 1.5%)	_________%
	(Portfolio Yield (second preceding Monthly Period)) — (Base Rate (second preceding Monthly Period) + 1.5%)	_________%
	(Portfolio Yield (third preceding Monthly Period)) — (Base Rate (third preceding Monthly Period) + 1.5%)	_________%
	Portfolio Yield — Base Rate (preceding monthly period)	_________%
	Payment Rate (preceding Monthly Period)	_________%
	Payment Rate (second preceding Monthly Period)	_________%
	Payment Rate (third preceding Monthly Period)	_________%
	Average Payment Rate for three month period	_________%

B-4

PRINCIPAL COLLECTIONS --

	Series 2014-A Principal Shortfall	_________%
	Shared Principal Collections allocable from other Principal Sharing Series	_________%

INVESTOR CHARGE-OFFS AND REDUCTIONS

Total Investor Charge-Offs		$_________
Reductions in Invested Amount (other than by Principal Payments)		$_________
Previous reductions in Invested Amount reimbursed		$_________

B-5

EXHIBIT C

FORM OF MONTHLY SERVICER’S CERTIFICATE

STERLING JEWELERS INC.

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST

SERIES 2014-A

The undersigned, a duly authorized representative of Sterling Jewelers Inc. (“SJI”), as Servicer pursuant to the Transfer and Servicing Agreement, dated as of November 2, 2001 (as amended and supplemented, the “Transfer and Servicing Agreement”), among SJI, Sterling Jewelers Receivables Corp. (the “Company”), as Transferor and Sterling Jewelers Receivables Master Note Trust, as Issuer (the “Trust”), does hereby certify as follows:

1. Capitalized terms used in this Certificate have their respective meanings set forth in the Transfer and Servicing Agreement or the Master Indenture, each dated as of November 2, 2001 (the “Master Indenture”), among the Trust, SJI and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2014-A Indenture Supplement, dated as of May 15, 2014, among the Trust, SJI and the Indenture Trustee (as amended and supplemented, the “Indenture Supplement” and together with the Master Indenture, the “Indenture “), as applicable.

2. SJI is, as of the date hereof, the Servicer under the Transfer and Servicing Agreement.

3. The undersigned is an Authorized Officer of the Servicer.

4. This Certificate relates to the Distribution Date occurring on _______ ___, 20__.

5. As of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects all its obligations under the Transfer and Servicing Agreement and the Indenture through the Monthly Period preceding such Distribution Date [or, if there has been a default in the performance of any such obligation, set forth in detail the (i) nature of such default, (ii) the action taken by the Servicer, if any, to remedy such default and (iii) the current status of each such default]; if applicable, insert “None.”

6. As of the date hereof, to the best knowledge of the undersigned, no Pay Out Event occurred on or prior to such Distribution Date.

C-1

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this ____ day of ___ __, 20__.

	STERLING JEWELERS INC.,
	Servicer

	By:
		Name: [Simon Cashman] [Robert D Trabucco]
		Title:

C-2

EXHIBIT D

FORM OF NOTICE OF LIMITED AMORTIZATION

[Date]

Deutsche Bank Trust Company Americas,

[Address]

Sterling Jewelers Inc.

[Address]

J.P. Morgan Chase Bank N.A.

[Address]

Re:

Sterling Jewelers Receivables Master Note Trust, Series 2014-A Notes

Ladies and Gentlemen:

Pursuant to subsection 4.09(a) of the Series 2014-A Indenture Supplement, dated as of May 15, 2014, to the Master Indenture, dated as of November 2, 2001, each among Sterling Jewelers Receivables Master Note Trust, a Delaware statutory trust, as Issuer, Sterling Jewelers Inc., a Delaware corporation, as Servicer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (terms defined therein being used herein as therein defined), this notice represents the Issuer’s request to reduce the Class A Note Principal Balance and the Class B Note Principal Balance, beginning on the Distribution Date falling in the __________, 20__ Monthly Period, by an aggregate amount equal to $ ________________.5

It is expressly understood and agreed by the parties hereto that (a) Notice is executed and delivered by Wilmington Trust Company ("WTC"), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Notice and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Notice or any other related documents.

5 Each such decrease shall be in a minimum amount of $1,000,000 plus integral multiples of $100,000 in excess thereof.

D-1

	Very truly yours,

	STERLING JEWELERS RECEIVABLES
	MASTER NOTE TRUST,
	Issuer

	By:	Wilmington Trust Company,
		not in its individual capacity
		but solely as Owner Trustee

	By:
	Name:
	Title:

D-2

EXHIBIT E

FORM OF NOTICE OF OPTIONAL AMORTIZATION

Deutsche Bank Trust Company Americas

[Address]

J.P. Morgan Chase Bank N.A.

[Address]

Pursuant to subsection 4.09(b) of the Series 2014-A Indenture Supplement, dated as of May 15, 2014, to the Master Indenture, dated as of November 2, 2001, each among Sterling Jewelers Receivables Master Note Trust, a Delaware statutory trust, as Issuer, Sterling Jewelers Inc., a Delaware corporation, as Servicer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (terms defined therein being used herein as therein defined), the Servicer hereby provides notice of an optional amortization in the amount and on the date set forth below:

Optional Amortization Date: _________________

Optional Amortization Amount: $ _______________

Class A Investor Amount on Optional Amortization Date: $ ______________

IN WITNESS WHEREOF, I have duly executed and delivered this Optional Amortization Notice on this ____ day of _______, 20___.

	STERLING JEWELERS INC.,
	as Servicer

	By:
		Name:
		Title:

E-1

EXHIBIT F

[Date]

Deutsche Bank Trust Company Americas

[Address]

Sterling Jewelers Inc.

[Address]

Sterling Jewelers Receivables Corp.

[Address]

Re:	Sterling Jewelers Receivables Master Note Trust, Series 2014-A Notes

Ladies and Gentlemen:

Pursuant to subsection 4.11(b) of the Series 2014-A Indenture Supplement dated as of May 15, 2014, to the Master Indenture dated as of November 2, 2001, each among Sterling Jewelers Receivables Master Note Trust, a Delaware statutory trust, Sterling Jewelers Inc., a Delaware corporation, as servicer and Deutsche Bank Trust Company Americas, a New York banking corporation, as Indenture Trustee (terms defined therein being used herein as therein defined), the Issuer hereby irrevocably requests a Note Principal Balance Increase as follows:

The requested aggregate amount of such Class B Note Principal Balance Increase is $_________.

Such Class B Note Principal Balance Increase is requested to be made on _________, the Increase Date.

Proceeds of such Class B Note Principal Balance Increase shall be remitted on the applicable Increase Date in immediately available funds to [specify payment instructions].

It is expressly understood and agreed by the parties hereto that (a) this request is executed and delivered by Wilmington Trust Company ("WTC"), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this request and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this request or any other related documents.

F-1

	Very truly yours,

	STERLING JEWELERS RECEIVABLES
	MASTER NOTE TRUST, as Issuer

	By:	Wilmington Trust Company,
		not in its individual capacity
		but solely as Owner Trustee

	By:
		Name:
		Title:

F-2

EXHIBIT G

FORM OF INVESTMENT LETTER

May 15, 2014

Sterling Jewelers Receivables Corp.

375 Ghent Road

Akron, Ohio 44333

Attn.: ____________________

Re:

Sterling Jewelers Receivables Master Note Trust;

Purchase of Series 2014-A Class A Notes

Ladies and Gentlemen:

This letter (the “Investment Letter”) is delivered by the undersigned (the “Purchaser”) pursuant to Section 8.03(c) of the Series 2014-A Supplement (the “Indenture Supplement”), dated as of May 15, 2014 among Sterling Jewelers Receivables Master Note Trust, as Issuer (the “Issuer”), Sterling Jewelers Inc., as Servicer (the “Servicer”) and Deutsche Bank Trust Company Americas, as Indenture Trustee (the “Indenture Trustee”) to the Master Indenture (as amended, the “Indenture”), dated as of November 2, 2001 among the Issuer, the Servicer and the Indenture Trustee and pursuant to that certain Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) dated as of May 15, 2014, among Sterling Jewelers Receivables Corp. (the “Transferor”), the Issuer, the Servicer, each conduit purchaser party thereto from time to time, each committed purchaser party thereto from time to time, and J.P. Morgan Chase Bank N.A., as Administrative Agent. Capitalized terms used herein without definition shall have the meanings set forth in the Note Purchase Agreement or the Indenture Supplement. The Purchaser represents to and agrees with the Transferor as follows:

(a) It is authorized to enter into the Note Purchase Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby.

(b) It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Class A Notes and is able to bear the economic risk of such investment.

(c) It is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) as promulgated by the Securities and Exchange Commission (the “Commission”). The Purchaser understands that the offering and sale of the Class A Notes has not been and will not be registered under the Securities Act or any applicable state securities laws or securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, and that the offering and sale of the Class A Notes has not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or other regulatory body.

G-1

(d) It will not resell or otherwise transfer the Class A Notes except in accordance with the Note Purchase Agreement and the Indenture Supplement and (i) to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or (ii) to a person who the Purchaser reasonably believes is a “qualified institutional buyer” (within the meaning thereof in Rule 144A under the Securities Act) in compliance with Rule 144A. In connection therewith, the Purchaser hereby agrees that it will not resell or otherwise transfer the Class A Notes or any interest therein unless the purchaser thereof provides to the addressee hereof a letter from such Purchaser substantially in the form hereof.

(e) It understands that each of the Class A Notes will bear a legend to substantially the following effect:

G-2

(f) It represents and warrants that (i) it is not a retirement plan or other employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of any other federal, state, local or non-U.S. law or regulation which is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (collectively, “Similar Laws”) (each, a “Plan”), or any person who is directly or indirectly purchasing or holding the Class A Notes or interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan or (ii) is purchasing or holding the Class A Notes with the assets of a Plan and its purchase and holding of such Class A Notes will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not violate any applicable provision of any applicable Similar Laws.

G-3

(g) This Investment Letter has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally and general principles of equity.

G-4

	Very truly yours,

	[__________________]

	By:
	Name:
	Title:

THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of May 15, 2014, by and between STERLING JEWELERS INC., a Delaware corporation, as Seller (the “Seller”), and STERLING JEWELERS RECEIVABLES CORP., a Delaware corporation, as Purchaser (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, the Purchaser desires to purchase, from time to time, certain Receivables (hereinafter defined) arising under certain credit card accounts of the Seller;

WHEREAS, the Seller desires to sell and assign, from time to time, certain Receivables to the Purchaser upon the terms and conditions hereinafter set forth;

WHEREAS, it is contemplated that the Receivables purchased hereunder will be transferred by the Purchaser to the Trust (hereinafter defined) in connection with the issuance of certain Securities (hereinafter defined);

WHEREAS, the Seller and Sterling Jewelers Receivables Corp. (“SJRC”), have heretofore entered into that certain Second Amended and Restated Receivables Purchase Agreement dated as of October 23, 2002, the “Original Purchase Agreement”);

WHEREAS, Section 9.01 of the Original Purchase Agreement provides for amendments to be made thereto in writing with (i) the delivery by the Seller of an Officer’s Certificate to the Purchaser, dated the date of such action, stating that the Seller reasonably believes that such action will not have an Adverse Effect unless the Owner Trustee and the Indenture Trustee shall consent thereto and (ii) if any Notes are then outstanding, written notification to the Seller and the Purchaser that the Rating Agency Condition has been satisfied;

WHEREAS, no Notes are outstanding at the time of entry into this Agreement;

WHEREAS, the Seller and the Purchaser propose to amend and restate the Original Purchase Agreement as set forth herein and all conditions precedent for such amendment and restatement have been satisfied;

WHEREAS, the Seller agrees that all representations, warranties, covenants and agreements made by the Seller herein with respect to the Accounts (hereinafter defined) and Receivables shall also be for the benefit of the Trust (hereinafter defined), the Indenture Trustee (hereinafter defined), the holders of the Securities and any Affiliate of Sterling that purchases any of the Receivables; and

WHEREAS, the Seller and the Purchaser desire to set forth the terms and conditions under which the Seller agrees to sell and assign, and the Purchaser agrees to purchase, from time to time, certain Receivables.

NOW, THEREFORE, it is hereby agreed by and between the Purchaser and the Seller as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. All capitalized terms used herein or in any certificate, document, or Conveyance Paper made or delivered pursuant hereto, and not defined herein or therein, shall have the meaning ascribed thereto in the Indenture, the Transfer and Servicing Agreement or the Trust Agreement; in addition, the following words and phrases shall have the following meanings:

“Account” shall mean (a) each consumer revolving credit card account of the Seller in existence on the Cut-Off Date that is an Eligible Account on the Cut-Off Date, (b) each Additional Account (but only from and after the Addition Date with respect thereto), (c) each Related Account, and (d) each account into which an Account shall be transferred (a “Transferred Account”); provided that (i) such transfer was made in accordance with the Credit Card Guidelines and (ii) such account can be traced or identified as an account into which an Account has been transferred, but shall exclude any Account that (x) after the Removal Date, the newly generated Receivables in which shall not be assigned to the Purchaser hereunder, (y) the right, title and interest of the Purchaser in the Receivables in which are reassigned to the Seller pursuant to Section 6.01 or (z) the right, title and interest of the Trust in the Receivables in which are assigned and transferred to the Servicer pursuant to Section 3.03 of the Transfer and Servicing Agreement.

“Additional Account” shall mean each consumer revolving credit card account established by an Obligor with the Seller from and after the Cut-Off Date that, as of the date of its origination, is an Eligible Account and is identified in the computer file or microfiche list delivered to the Purchaser by the Seller pursuant to Section 2.01.

“Addition Date” with respect to any Additional Account, shall mean the date from and after which such Additional Account is to be included as an Account pursuant to Section 2.01.

“Affiliate” shall have the meaning set forth in the Transfer and Servicing Agreement.

“Agreement” shall mean this Third Amended and Restated Receivables Purchase Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Cash Purchase Price” shall have the meaning set forth in subsection 3.01(c).

“Closing Date” shall mean May 15, 2014.

“Conveyance” shall have the meaning specified in subsection 2.01(a).

“Conveyance Papers” shall have the meaning specified in subsection 4.01(c).

“Credit Adjustment” shall have the meaning specified in Section 3.02.

“Credit Card Agreement” shall mean, with respect to a revolving credit card account, the agreements between the Seller and the Obligor governing the terms and conditions of such account, as such agreements may be amended, modified or otherwise changed from time to time and as distributed (including any amendments and revisions thereto) to holders of such account.

“Cut-Off Date” shall mean May 21, 2014.

“Debtor Relief Laws” shall mean (i) the Bankruptcy Code of the United States of America and (ii) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets or similar debtor relief laws of the United States, any state or any foreign country from time to time in effect affecting the rights of creditors generally.

“Eligible Account” shall have the meaning set forth in the Transfer and Servicing Agreement.

“Eligible Receivable” shall have the meaning set forth in the Transfer and Servicing Agreement.

“Finance Charge Receivables” shall mean all Receivables in the Accounts which would be treated as “Finance Charge Receivables” in accordance with the definition for such term in the Transfer and Servicing Agreement.

“Indenture” shall mean the Master Indenture among the Trust, Sterling, as Servicer and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Indenture Trustee, dated as of November 2, 2001 as the same may be amended, supplemented or otherwise modified from time to time, including as supplemented by Indenture Supplements applicable to any Series that may be issued from time to time.

“Indenture Collateral” shall have the meaning specified in subsection 2.01(e).

“Indenture Supplement” shall mean the indenture supplement pursuant to which a Series is issued.

“Indenture Trustee” shall mean Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), in its capacity as indenture trustee, or any successor indenture trustee.

“Initial Account” shall mean any Account designated as an “Account” hereunder on the Closing Date.

“Insolvency Event” shall have the meaning specified in Section 8.02.

“New Principal Receivables” shall have the meaning set forth in Section 3.01.

“Obligor” shall mean, with respect to each Account, each Person that would be treated as an “Obligor” in accordance with the definition for such term in the Transfer and Servicing Agreement.

“Owner Trustee” shall mean Wilmington Trust Company, a Delaware trust company, the institution executing the Trust Agreement as and acting in the capacity of Owner Trustee thereunder, or its successor in interest, or any successor trustee appointed as provided in the Trust Agreement.

“Principal Receivables” shall mean all Receivables in the Accounts that would be treated as “Principal Receivables” in accordance with the definition for such term in the Transfer and Servicing Agreement.

“Purchase Price” shall have the meaning set forth in Section 3.01.

“Purchased Assets” shall have the meaning set forth in Section 2.01.

“Receivables” shall mean all amounts shown on the Servicer’s records as amounts payable by Obligors on any Account from time to time, including amounts payable for Principal Receivables and Finance Charge Receivables. Receivables that become Defaulted Receivables will cease to be included as Receivables as of the day on which they become Defaulted Receivables. Any reference in this Agreement to the “underlying receivable” with respect to a Receivable shall refer to the receivable in which such Receivable represents an undivided interest.

“Removed Account” shall mean an Account hereunder that is a “Removed Account” (as such term is defined in the Transfer and Servicing Agreement) that is designated for removal pursuant to Section 2.10 of the Transfer and Servicing Agreement.

“Securities” shall mean any one of the Notes (as such term is defined in the Indenture), the Transferor Certificates, the Supplemental Certificates or the Trust Certificate (as such term is defined in the Trust Agreement).

“Sterling” shall mean Sterling Jewelers Inc., a Delaware corporation.

“Transfer and Servicing Agreement” shall mean the Amended and Restated Transfer and Servicing Agreement, dated as of May 15, 2014, among Sterling, as Servicer, Sterling Jewelers Receivables Corp., as Transferor, and the Trust, as the same may be amended, supplemented or otherwise modified from time to time.

“Trust” shall mean the trust created by the Trust Agreement.

“Trust Agreement” shall mean the Sterling Jewelers Receivables Master Note Trust Trust Agreement, dated as of October 18, 2001, between the Purchaser, as Transferor, and Wilmington Trust Company, as Owner Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

Section 1.02. Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the defined meanings when used in any certificate, other document, or Conveyance Paper made or delivered pursuant hereto unless otherwise defined therein.

(b) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement or any Conveyance Paper shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

(c) All determinations of the principal or finance charge balance of Receivables, and of any collections thereof, shall be made in accordance with the Transfer and Servicing Agreement and the Indenture.

ARTICLE II

PURCHASE AND CONVEYANCE OF RECEIVABLES

Section 2.01. Purchase.

(a) By execution of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser (collectively, the “Conveyance”), as of the Initial Funding Date, without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the Cut-Off Date or thereafter created from time to time arising in the Initial Accounts and the Additional Accounts, until the termination of this Agreement pursuant to Article VIII hereof, Recoveries with respect to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”).

(b) In connection with such Conveyance, the Seller agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Purchased Assets now existing and hereafter created, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from the Seller to the Purchaser, (ii) that such financing statements shall name the Seller, as seller, and the Purchaser, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser as soon as is practicable after filing.

(c) In connection with such Conveyance, the Seller further agrees that it will, at its own expense, (i) on or prior to (x) the Initial Funding Date, in the case of Initial Accounts, and as supplemented monthly in the case of Additional Accounts, and (y) the applicable Removal Date, in the case of Removed Accounts, indicate in its computer files that, in the case of the Initial Accounts or the Additional Accounts, Receivables created in connection with such Accounts have been conveyed to the Purchaser in accordance with this Agreement and have been conveyed by the Purchaser to the Trust pursuant to the Transfer and Servicing Agreement and

have been pledged by the Trust to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and (ii) on or prior to (x) the Initial Funding Date, in the case of the Initial Accounts, and as supplemented monthly in the case of designation of Additional Accounts, and (y) the applicable Removal Date, in the case of Removed Accounts, to deliver to the Purchaser a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Cut-Off Date, in the case of the Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Each such computer file or microfiche list, as supplemented from time to time to reflect Additional Accounts or Removed Accounts, shall be marked as Schedule 1 to this Agreement, shall be delivered to the Purchaser, and is hereby incorporated into and made a part of this Agreement.

(d) The parties hereto intend that the conveyance of the Seller’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Purchaser. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted and does hereby grant to the Purchaser a first priority perfected security interest, in all of the Seller’s right, title and interest, whether owned on the Cut-Off Date or thereafter acquired, in, to and under the Purchased Assets and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the Purchased Assets, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof to secure the obligations of the Seller hereunder; and in such circumstances only, each of the Seller and the Purchaser represents and warrants as to itself that each remittance of Collections by the Seller to the Purchaser under this Agreement will have been: (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser; and (ii) made in the ordinary course of business or financial affairs of the Seller and the Purchaser.

(e) To the extent that the Seller retains any interest in the Purchased Assets, the Seller hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from or related to the Purchased Assets and all proceeds thereof (collectively, the “Indenture Collateral”), to secure the performance of all of the obligations of the Seller hereunder, under the Indenture and under the Transaction Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights that it has under the Indenture and the Transaction Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in Delaware.

(f) The parties hereto acknowledge and agree that in connection with the conveyance pursuant to Section 2.01(a) of the Original Purchase Agreement, the Seller had no obligation to deliver Purchased Assets pursuant to the Original Purchase Agreement and the Purchaser had no obligation to purchase any Purchased Assets during the period beginning on April 9, 2009 and ending on the Closing Date.

ARTICLE III

CONSIDERATION AND PAYMENT

Section 3.01. Purchase Price.

(a) The “Purchase Price” for the Receivables which came into existence on or prior to the Closing Date conveyed to the Purchaser under this Agreement shall be payable on the Closing Date and shall be an amount equal to 100% of Principal Receivables so conveyed, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a Purchase Price determined to approximate the fair market value of such Receivables. Such computation of initial Purchase Price shall assume no reinvestment in new Receivables. The Purchase Price for the Receivables (including Receivables in Additional Accounts) to be conveyed to the Purchaser under this Agreement that come into existence after the Closing Date shall be payable on the Distribution Date following the Monthly Period during which such Receivables are conveyed by the Seller to the Purchaser in an amount equal to 100% of the Principal Receivables so conveyed (the “New Principal Receivables”), adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a Purchase Price determined to approximate the fair market value of such New Principal Receivables.

(b) The Purchase Price to be paid by the Purchaser on the Closing Date and in respect of each Addition Date shall be paid (i) in cash, (ii) by means of capital contributed by the Seller to the Purchaser in the form of a contribution of the Receivables in the related Additional Accounts, or (iii) any combination of the foregoing.

Section 3.02. Adjustments to Purchase Price. The Purchase Price for Receivables shall be adjusted on each Distribution Date (a “Credit Adjustment”) with respect to any Receivable previously conveyed to the Purchaser by the Seller which has since been reduced by the Seller or the Servicer because of a rebate, refund, unauthorized charge or billing error to a cardholder because such Receivable was created in respect of merchandise that was refused or returned by a cardholder. The amount of such adjustment shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. If the Purchaser is required to deposit funds into the Special Funding Account pursuant to Section 3.09 of the Transfer and Servicing Agreement, then the Seller shall pay the Purchaser an amount equal to such required deposit in immediately available funds on or before the date the Purchaser is required to make such deposit to the Special Funding Account. Each Excluded Account (and all Receivables thereunder) shall automatically and without further action be re-conveyed by the Purchaser to the Seller at the time that such Accounts are re-conveyed by the Trust to the Purchaser (and such re-conveyance shall be effective as of the Addition Date for such Account).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Seller Relating to the Seller. The Seller hereby represents and warrants to, and agrees with, the Purchaser as of the Closing Date and on each Addition Date, that:

(a) Organization and Good Standing. The Seller is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has, in all material respects, full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

(b) Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Credit Card Agreement relating to an Account or any Receivable unenforceable by the Seller, the Purchaser or the Trust and (ii) have a material adverse effect on the Noteholders.

(c) Due Authorization. The execution, delivery and performance of this Agreement and any other document or instrument delivered pursuant hereto to which the Seller is a party (such other documents or instruments, collectively, the “Conveyance Papers”), and the consummation of the transactions provided for in this Agreement and the Conveyance Papers have been duly authorized by the Seller by all necessary corporate action on the part of the Seller.

(d) No Conflict. The execution and delivery of this Agreement and the Conveyance Papers by the Seller, the performance of the transactions contemplated by this Agreement and the Conveyance Papers, and the fulfillment of the terms of this Agreement and the Conveyance Papers applicable to the Seller 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 material default under, 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 which conflict would have a material adverse effect on Noteholders.

(e) No Violation. The execution, delivery and performance of this Agreement and the Conveyance Papers by the Seller and the fulfillment of the terms contemplated herein and therein applicable to the Seller will not conflict with or violate any Requirements of Law applicable to the Seller which conflict would have a material adverse effect on Noteholders.

(f) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Seller, threatened, against the Seller before any Governmental Authority (i) asserting the invalidity of this Agreement or the Conveyance Papers, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Conveyance Papers, (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 or the Conveyance Papers, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Conveyance Papers or (v) seeking to affect adversely the income tax attributes of the Trust under the United States Federal or Delaware income tax systems.

(g) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the execution and delivery by the Seller of this Agreement and the Conveyance Papers and the performance of the transactions contemplated by this Agreement or the Conveyance Papers by the Seller have been duly obtained, effected or given and are in full force and effect.

The representations and warranties set forth in this Section 4.01 shall survive the transfer and assignment of the Receivables to the Purchaser. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give written notice to the other party, the Owner Trustee and the Indenture Trustee within three (3) Business Days following such discovery.

Section 4.02. Representations and Warranties of the Seller Relating to the Agreement and the Receivables.

(a) Representations and Warranties. The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and as of the Closing Date with respect to the Initial Accounts (and the Receivables arising therein), and, with respect to Additional Accounts (and the Receivables arising therein), as of the related Addition Date that:

(i) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity;

(ii) as of the Cut-Off Date, with respect to the Initial Accounts and as of each Document Delivery Date with respect to Additional Accounts, Schedule 1 to this Agreement, as supplemented to such date, is an accurate and complete listing in all material respects of all the Accounts as of the Cut-Off Date or such Document Delivery Date, 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 Cut-Off Date or such applicable Document Delivery Date, as the case may be;

(iii) each Receivable has been conveyed to the Purchaser free and clear of any Lien and each underlying receivable is free and clear of all Liens;

(iv) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the conveyance of Receivables to the Purchaser have been duly obtained, effected or given and are in full force and effect;

(v) this Agreement constitutes a valid sale, transfer and assignment to the Purchaser of all right, title and interest of the Seller in the Receivables and the proceeds thereof and the Recoveries payable pursuant to this Agreement;

(vi) on the Cut-Off Date, each Initial Account is an Eligible Account and, on the Addition Date, each related Additional Account is an Eligible Account;

(vii) on the Cut-Off Date, each Receivable then existing is an Eligible Receivable and, on the applicable Addition Date, each Receivable contained in the related Additional Account is an Eligible Receivable;

(viii) [Reserved];

(ix) other than the procedures specified in the Transaction Documents, no selection procedures believed by the Seller to be materially adverse to the interests of the Purchaser or the Noteholders have been used in selecting such Accounts;

(x) only one original Credit Card Agreement exists with respect to each Account, and each such original is in the possession of the Seller; and

(xi) no Credit Card Agreement has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Indenture Trustee.

(b) Notice of Breach. The representations and warranties set forth in this Section 4.02 shall survive the transfer and assignment of the Receivables to the Purchaser. Upon discovery by either the Seller or the Purchaser of a breach of any of the representations and warranties set forth in this Section 4.02, the party discovering such breach shall give written notice to the other party, the Owner Trustee and the Indenture Trustee within three (3) Business Days following such discovery; provided that the failure to give notice within three (3) Business Days does not preclude subsequent notice. The Seller hereby acknowledges that the Purchaser intends to rely on the representations hereunder in connection with representations made by the Purchaser to secured parties, assignees or subsequent transferees including but not limited to transfers made by the Purchaser to the Trust pursuant to the Transfer and Servicing Agreement and by the Trust to the Indenture Trustee pursuant to the Indenture and that the Owner Trustee and the Indenture Trustee may enforce such representations directly against the Seller.

Section 4.03. Representations and Warranties of the Purchaser. As of the Closing Date and each Addition Date, the Purchaser hereby represents and warrants to, and agrees with, the Seller that:

(a) Organization and Good Standing. The Purchaser is a corporation duly organized and validly existing under the laws of the jurisdiction of its organization and has, in all material respects, full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver and perform its obligations under this Agreement.

(b) Due Authorization. The execution and delivery of this Agreement and the Conveyance Papers and the consummation of the transactions provided for in this Agreement and the Conveyance Papers have been duly authorized by the Purchaser by all necessary corporate action on the part of the Purchaser.

(c) No Conflict. The execution and delivery of this Agreement and the Conveyance Papers by the Purchaser, the performance of the transactions contemplated by this Agreement and the Conveyance Papers, and the fulfillment of the terms of this Agreement and the Conveyance Papers applicable to the Purchaser, will not conflict with, 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 material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Purchaser is a party or by which it or any of its properties are bound, which conflict would have a material adverse effect on the rights of the Noteholders.

(d) No Violation. The execution, delivery and performance of this Agreement and the Conveyance Papers by the Purchaser and the fulfillment of the terms contemplated herein and therein applicable to the Purchaser will not conflict with or violate any Requirements of Law applicable to the Purchaser, which conflict would have a material adverse effect on the rights of the Noteholders.

(e) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Purchaser, threatened, against the Purchaser, before any Governmental Authority (i) asserting the invalidity of this Agreement or the Conveyance Papers, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Conveyance Papers, (iii) seeking any determination or ruling that, in the reasonable judgment of the Purchaser, would materially and adversely affect the performance by the Purchaser of its obligations under this Agreement or the Conveyance Papers or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Conveyance Papers.

(f) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Purchaser in connection with the execution and delivery by the Purchaser of this Agreement and the Conveyance Papers and the performance of the transactions contemplated by this Agreement and the Conveyance Papers have been duly obtained, effected or given and are in full force and effect.

The representations and warranties set forth in this Section 4.03 shall survive the Conveyance of the Receivables to the Purchaser. 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 party, the Owner Trustee and the Indenture Trustee.

ARTICLE V

COVENANTS

Section 5.01. Covenants of the Seller. The Seller hereby covenants and agrees with the Purchaser as follows:

(a) Receivables Not To Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of an Account, the Seller will take no action to cause any Receivable (or underlying receivable) to be evidenced by any instrument (as defined in the UCC) and if any Receivable (or underlying receivable) is so evidenced as a result of any action by the Seller it shall be deemed to be an Ineligible Receivable in accordance with Section 6.01 and shall be reassigned to the Seller in accordance with Section 6.01.

(b) Security Interests. Except for the conveyances hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with the Purchaser’s ownership of the Receivables or grant, create, incur, assume or suffer to exist any Lien (arising through or under the Seller) on any Receivable (or the underlying receivable), whether now existing or hereafter created, or any interest therein, and the Seller shall not claim any ownership interest in the Receivables and shall defend the right, title and interest of the Purchaser 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 5.01(b) shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables (i) any Lien for taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books with respect thereto adequate reserves in accordance with GAAP or (ii) nonconsensual Liens that are junior in right of priority and payment to the interest of the Purchaser in the Receivables and that do not individually or in the aggregate materially adversely affect the aggregate value of the Receivables and the Seller shall concurrently be contesting in good faith and seeking to remove such Liens.

(c) Account Allocations. In the event that the Seller is unable for any reason to transfer Receivables to the Purchaser in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 8.02 or any order of any Governmental Authority), then the Seller agrees (except as prohibited by any such order) to allocate and (i) pay to the Purchaser, after the date of such inability, all amounts in the manner by which the Purchaser will allocate and (ii) pay such amounts to the Trust after such inability by the Purchaser pursuant to Section 2.11 of the Transfer and Servicing Agreement.

(d) Delivery of Collections or Recoveries. In the event that the Seller is not the Servicer and receives Collections or Recoveries, the Seller agrees to pay to the Purchaser (or to the Servicer if the Purchaser so directs) all such Collections and Recoveries as soon as practicable after receipt thereof.

(e) Notice of Liens. The Seller shall notify the Purchaser promptly after becoming aware of any Lien on any Receivable (or on the underlying receivable) other than the conveyances hereunder, under the Transfer and Servicing Agreement or under the Indenture.

(f) Documentation of Transfer. The Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the Purchased Assets to the Purchaser.

(g) Periodic Rate Finance Charges. (i) Except (x) as otherwise required by any Requirements of Law or (y) as is deemed by the Seller to be necessary in order for it to maintain its credit card business or a program operated by such credit card business on a competitive basis based on a good faith assessment by it of the nature of the competition with respect to the credit card business or such program, it shall not at any time take any action which would have the effect of reducing the Portfolio Yield to a level that could be reasonably expected to cause any Series to experience any Pay Out Event or Event of Default based on the insufficiency of the Portfolio Yield or any similar test and (ii) except as otherwise required by any Requirements of Law, it shall not take any action which would have the effect of reducing the Portfolio Yield to be less than the highest Average Rate for any Group.

(h) Credit Card Agreements and Guidelines. Subject to compliance with all Requirements of Law and paragraph (g) above, the Seller, may change the terms and provisions of the applicable Credit Card Agreements or the applicable Credit Card Guidelines in any respect (including the calculation of the amount or the timing of charge-offs and the Periodic Rate Finance Charges to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by paragraph (g) above, the Seller will not take any such action unless (i) at the time of such action, the Seller reasonably believes that such action will not cause a Pay Out Event or Event of Default to occur, and (ii) such change is made applicable to the comparable segment of the revolving credit card accounts owned by the Seller which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Seller, and an unrelated third party or by the terms of the Credit Card Agreements.

(i) Possession of Credit Card Agreements. The Seller shall, and the Seller hereby agrees and acknowledges that it does, hold each Credit Card Agreement as custodian and agent on behalf of and for the benefit of the Indenture Trustee. Such possession shall constitute possession by the Indenture Trustee as secured party for purposes of the UCC. The Seller shall not permit any Credit Card Agreement to have any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Indenture Trustee.

ARTICLE VI

REPURCHASE OBLIGATION

Section 6.01. Reassignment of Ineligible Receivables.

In the event any representation or warranty under subsections 4.02(a)(ii), (iii), (iv), (vi), (vii), (ix), (x) or (xi) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach the Purchaser is required to accept reassignment of Ineligible Receivables previously sold by the Seller to the

Purchaser pursuant to the provisions of the Transaction Documents, the Seller shall accept reassignment of such Ineligible Receivables previously sold by the Seller to the Purchaser from the Purchaser on the fourth business day immediately succeeding the day on which such reassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by treating such Ineligible Receivables as if they were subject to a reversal of the entire unpaid principal balance thereof plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of such Monthly Period and by adjusting the purchase price of future Receivables purchased as provided in Section 3.02. Upon reassignment of such Ineligible Receivables, the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Purchaser in and to such Ineligible Receivables, all Recoveries related thereto, all monies and amounts due or to become due with respect thereto and all proceeds thereof; and such reassigned Ineligible Receivables shall be treated by the Purchaser as collected in full as of the date on which they were transferred. The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this subsection.

Section 6.02. Reassignment. In the event any representation or warranty set forth in subsections 4.01(a), (c), (d), (f) or (g) or subsections 4.02(a)(i) or (a)(v) is not true and correct in any material respect and as a result of such breach the Purchaser is required to accept a reassignment of the Receivables previously sold by the Seller to the Purchaser pursuant to the provisions of the Transaction Documents, the Seller shall be obligated to accept a reassignment of such Receivables on the terms set forth below.

The Seller shall pay to the Purchaser by depositing in the Collection Account in immediately available funds, not later than 1:00 p.m., New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the amount specified in Section 2.06 of the Transfer and Servicing Agreement. Upon reassignment of the Receivables on such Transfer Date, the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Purchaser in and to the Receivables, all Recoveries related thereto, and all monies and amounts due or to become due with respect thereto and all proceeds thereof. The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such property pursuant to this subsection.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01. Conditions to the Purchaser’s Obligations Regarding Initial Receivables. The obligations of the Purchaser to purchase the Receivables in the Initial Accounts on the Closing 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 in all material respects on the Closing Date with the same effect as though such representations and warranties had been made on such date;

(b) All information concerning the Initial Accounts provided to the Purchaser shall be true and correct as of the Cut-Off Date in all material respects;

(c) The Seller shall have (i) delivered to the Purchaser a computer file or microfiche list containing a true and complete list of all Initial Accounts identified by account number and by the Receivables balance as of the Cut-Off Date and (ii) substantially performed all other obligations required to be performed by the provisions of this Agreement;

(d) The Seller shall have recorded and filed, at its expense, any financing statement with respect to the Receivables (other than Receivables in Additional Accounts) now existing and hereafter created for the transfer of accounts, payment intangibles and tangible chattel paper (each as defined in the applicable UCC) meeting the requirements of applicable law in such manner and in such jurisdictions as would be necessary to perfect the sale of and security interest in the Receivables from the Seller to the Purchaser, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser;

(e) On or before the Closing Date, (i) the Purchaser and the Owner Trustee shall have entered into the Trust Agreement (ii) the Purchaser, the Seller, as servicer, and the Trust shall have entered into the Transfer and Servicing Agreement, (iii) the Trust and the Indenture Trustee shall have entered into the Indenture and (iv) the closing under all such agreements shall take place simultaneously with the initial closing hereunder; and

(f) 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.

Section 7.02. Conditions Precedent to the Seller’s Obligations. The obligations of the Seller to sell Receivables in the Initial Accounts on the Closing Date shall be subject to the satisfaction of the following conditions:

(a) All representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on such date;

(b) Payment or provision for payment of the Purchase Price in accordance with the provision of Section 3.01 hereof shall have been made; and

(c) 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 Seller, and the Seller shall have received from the Purchaser copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Seller may reasonably have requested.

ARTICLE VIII

TERM AND PURCHASE TERMINATION

Section 8.01. Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue until at least the termination of the Trust as provided in Article VIII of the Trust Agreement. Thereafter this Agreement may be terminated by the mutual agreement of the parties hereto.

Section 8.02. Purchase Termination. If the Seller shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of the Seller in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Seller or for any substantial part of the Seller’s property, or for the winding-up or liquidation of the Seller’s affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of sixty (60) consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any Debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any substantial part of its property, or any general assignment for the benefit of its creditors; or the Seller shall have taken any corporate action in furtherance of any of the foregoing actions (each, an “Insolvency Event”); then the Seller shall immediately cease to transfer Principal Receivables to the Purchaser and shall promptly give notice to the Purchaser, each Rating Agency, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the transfer to the Purchaser of additional Principal Receivables, Principal Receivables transferred to the Purchaser prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, then accrued in respect of such Principal Receivables, shall continue to be property of the Purchaser available for transfer by the Purchaser to the Trust pursuant to the Transfer and Servicing Agreement.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Amendment. This Agreement and any Conveyance Papers and the rights and obligations of the parties hereunder and thereunder may not be changed orally, but only by an instrument in writing signed by the Purchaser and the Seller in accordance with this Section 9.01. This Agreement and any Conveyance Papers may be amended from time to time by the Purchaser and the Seller (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or in any such other Conveyance Papers, (iii) to add any other provisions with respect to matters or questions arising under this Agreement or any Conveyance Papers which shall not be inconsistent with the provisions of this Agreement or any Conveyance Papers, (iv) to change or modify the Purchase Price, (v) to change, modify, delete or add any other obligation of the Seller or the Purchaser and

(vi) to cause the Receivables to be transferred to an Affiliate of Sterling and from such Affiliate ultimately to the Purchaser; provided, however, that no amendment pursuant to clause (iv) or (v) of this Section 9.01 shall be effective unless the Seller and the Purchaser have been notified in writing that the Rating Agency Condition has been satisfied; provided further that the Seller shall have delivered to the Purchaser an Officer’s Certificate, dated the date of such action, stating that the Seller reasonably believes that such action will not have an Adverse Effect unless the Owner Trustee and the Indenture Trustee shall consent thereto. Any reconveyance executed in accordance with the provisions hereof shall not be considered to be an amendment to this Agreement. A copy of any amendment to this Agreement shall be sent to the Rating Agency. Any amendment pursuant to clause (vi) of this Section 9.01 shall only be effective upon delivery by the Seller of (i) an Officer’s Certificate addressed to the Owner Trustee, the Indenture Trustee and the Purchaser stating that there is no Adverse Effect; (ii) a Tax Opinion; (iii) an Opinion of Counsel relating to security interest matters relating to the Receivables; and (iv) prior written notice to the Rating Agencies then rating any outstanding Series or Class of Notes.

Section 9.02. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.03. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to (a) in the case of the Seller, 375 Ghent Road, Akron, Ohio 44333-4600, Attention: Corporate Treasury Department (facsimile no. (330) 668-5191), (b) in the case of the Purchaser, 375 Ghent Road, Akron, Ohio 44333-4600, Attention: Corporate Treasury Department (facsimile no. (330) 668-5191), (c) in the case of the Owner Trustee, Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-00001, Attention: Corporate Trust Administration (facsimile no. (302) 636-4140), or (d) in the case of the Indenture Trustee, Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), 60 Wall Street, New York, New York 10005 cc: Deutsche Bank Trust Company Americas c/o DB Services New Jersey Inc., 100 Plaza One, M/S JCY03-0606, Jersey City, NJ 07311, Attention: Structured Finance Services (facsimile no. (201) 593-6449); 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 9.04. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement or any Conveyance Paper 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, and terms of this Agreement or any Conveyance Paper and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of any Conveyance Paper.

Section 9.05. Assignment. Notwithstanding anything to the contrary contained herein, other than the Purchaser’s conveyance of its right, title, and interest in, to, and under this Agreement to the Trust and the Trust’s assignment of its right, title and interest in, to and under this Agreement to the Indenture Trustee for the benefit of the beneficiaries of the Trust, including

the Noteholders as contemplated by the Transfer and Servicing Agreement, the Indenture and Section 9.06 hereof, this Agreement and all other Conveyance Papers may not be assigned by the parties hereto; provided, however, that the Seller shall have the right to assign its right, title and interest in, to and under this Agreement to (i) any successor by merger assuming this Agreement or (ii) to any affiliate owned directly or indirectly by Sterling which assumes the obligations of this Agreement; provided that each Rating Agency has been notified of such assignment.

Section 9.06. Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s right, title, and interest in, to, and under this Agreement, including, without limitation, all of the Purchaser’s right, title, and interest in and to the Receivables purchased pursuant to this Agreement, may be assigned by the Purchaser to the Trust, and may be assigned by the Trust to the Indenture Trustee for the benefit of the beneficiaries of the Trust, including the Noteholders, and the Seller consents to such assignments. The Seller further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against the Purchaser, due to a breach by the Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s sole remedy shall be a claim against the Purchaser for money damages, and then only to the extent of funds available to the Purchaser, and in no event shall the Seller assert any claim on or any interest in the Receivables or any proceeds thereof or take any action which would reduce or delay receipt by the Trust of collections with respect to the Receivables. Additionally, the Seller agrees that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Trust shall be paid by the Seller, on behalf of the Purchaser, directly to the Trust.

Section 9.07. 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, the Owner Trustee or the Indenture Trustee more fully to effect the purposes of this Agreement and the Conveyance Papers, 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 UCC or other law of any applicable jurisdiction.

Section 9.08. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Purchaser or the Seller, 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 privileges provided by law.

Section 9.09. Counterparts. This Agreement and all Conveyance Papers 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.

Section 9.10. Binding; Third-Party Beneficiaries. This Agreement and the Conveyance Papers will inure to the benefit of and be binding upon the parties hereto and their

respective successors and permitted assigns. The Trust and the Indenture Trustee shall be considered third-party beneficiaries of this Agreement.

Section 9.11. Merger and Integration. Except as specifically stated otherwise herein, this Agreement and the Conveyance Papers set 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 and the Conveyance Papers. This Agreement and the Conveyance Papers may not be modified, amended, waived or supplemented except as provided herein.

Section 9.12. Headings. The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

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

Section 9.14. Survival of Representations and Warranties. All representations, warranties and agreements contained in this Agreement shall remain operative and in full force and effect and shall survive conveyance of the Receivables (a) by the Purchaser to the Trust and (b) by the Trust to the Indenture Trustee pursuant to the Indenture.

Section 9.15. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, the Seller shall not, prior to the date which is one year and one day after the termination of this Agreement, acquiesce, petition or otherwise invoke or cause the Purchaser or the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Purchaser or the Trust under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser, the Trust, or any substantial part of its property or ordering the winding-up or liquidation or the affairs of the Purchaser or the Trust.

IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Second Amended and Restated Receivables Purchase Agreement to be duly executed by their respective officers as of the day and year first above written.

STERLING JEWELERS INC., as Seller

By:	/s/ Simon Cashman
	Name:	Simon Cashman
	Title:	SVP

STERLING JEWELERS RECEIVABLES CORP.,

By:	/s/ Simon Cashman
	Name:	Simon Cashman
	Title:	VP

[SIGNATURE PAGE TO SJI RECEIVABLES PURCHASE AGREEMENT]

Schedule 1

LIST OF ACCOUNTS

I-1

Bermuda		Not Applicable
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)


Exhibit Number		Description

4.1		Master Indenture, dated as of November 2, 2001, among Sterling Jewelers Receivables Master Note Trust, as issuer, Sterling Jewelers Inc., as servicer, and Deutsche Bank Trust Company Americas, as indenture trustee.

4.2		2014-A Indenture Supplement, dated as of May 15, 2014, among Sterling Jewelers Receivables Master Note Trust, as issuer, Sterling Jewelers Inc., as servicer, and Deutsche Bank Trust Company Americas, as indenture trustee.
4.3		Amended and Restated Transfer and Servicing Agreement dated as of May 15, 2014, among Sterling Jewelers Receivables Corp., as transferor, Sterling Jewelers Inc., as servicer, and Sterling Jewelers Receivables Master Note Trust, as issuer.

4.4		Third Amended and Restated Receivables Purchase Agreement dated as of May 15, 2014 between Sterling Jewelers Inc., as seller, and Sterling Jewelers Receivables Corp., as purchaser.

4.5		Administration Agreement dated as of November 2, 2001 between Sterling Jewelers Receivables Master Note Trust, as issuer, and Sterling Jewelers Inc., as administrator.

4.6		Performance Undertaking dated as of May 15, 2014 by Signet Jewelers Limited, as performance guarantor, in favor of J.P. Morgan Chase Bank, N.A., as recipient.

	SIGNET JEWELERS LIMITED
Date: May 21 , 2014


	By:	/s/ Ronald Ristau
	Name:	Ronald Ristau
	Title:	Chief Financial Officer

Exhibit Number		Description

4.1		Master Indenture, dated as of November 2, 2001, among Sterling Jewelers Receivables Master Note Trust, as issuer, Sterling Jewelers Inc., as servicer, and Deutsche Bank Trust Company Americas, as indenture trustee.

4.2		2014-A Indenture Supplement, dated as of May 15, 2014, among Sterling Jewelers Receivables Master Note Trust, as issuer, Sterling Jewelers Inc., as servicer, and Deutsche Bank Trust Company Americas, as indenture trustee.
4.3		Amended and Restated Transfer and Servicing Agreement dated as of May 15, 2014, among Sterling Jewelers Receivables Corp., as transferor, Sterling Jewelers Inc., as servicer, and Sterling Jewelers Receivables Master Note Trust, as issuer.

4.4		Third Amended and Restated Receivables Purchase Agreement dated as of May 15, 2014 between Sterling Jewelers Inc., as seller, and Sterling Jewelers Receivables Corp., as purchaser.

4.5		Administration Agreement dated as of November 2, 2001 between Sterling Jewelers Receivables Master Note Trust, as issuer, and Sterling Jewelers Inc., as administrator.

4.6		Performance Undertaking dated as of May 15, 2014 by Signet Jewelers Limited, as performance guarantor, in favor of J.P. Morgan Chase Bank, N.A., as recipient.

ARTICLE I DEFINITIONS			2

	Section 1.01.	Definitions	2

	Section 1.02.	Other Definitional Provisions	15

ARTICLE II THE NOTES			16

	Section 2.01.	Form Generally	16

	Section 2.02.	Denominations	16

	Section 2.03.	Execution. Authentication and Delivery	16

	Section 2.04.	Authenticating Agent	17

	Section 2.05.	Registration of and Limitations on Transfer and Exchange of Notes	18

	Section 2.06.	Mutilated. Destroyed. Lost or Stolen Notes	19

	Section 2.07.	Persons Deemed Owners	20

	Section 2.08.	Appointment of Paying Agent	21

	Section 2.09.	Access to List of Noteholders’ Names and Addresses	21

	Section 2.10.	Cancellation	22

	Section 2.11.	Release of Collateral	22

	Section 2.12.	New Issuances	22

	Section 2.13.	Book-Entry Notes	24

	Section 2.14.	Notices to Clearing Agency or Foreign Clearing Agency	25

	Section 2.15.	Definitive Notes	25

	Section 2.16.	Global Note	26

	Section 2.17.	Meetings of Noteholders	26

	Section 2.18.	Uncertificated Classes	26

ARTICLE III COVENANTS OF ISSUER; REPRESENTATIONS AND WARRANTIES OF ISSUER			26

	Section 3.01.	Payment of Principal and Interest	26

	Section 3.02.	Maintenance of Office or Agency	27

	Section 3.03.	Money for Note Payments to Be Held in Trust	27

	Section 3.04.	Existence	29

	Section 3.05.	Protection of Trust	29

	Section 3.06.	Opinions as to Collateral	29

	Section 3.07.	Performance of Obligations: Servicing of Receivables	30

	Section 3.08.	Negative Covenants	32

	Section 3.09.	Statements as to Compliance	32

	Section 3.10.	Issuer May Consolidate, Etc., Only on Certain Terms	33

	Section 3.11.	Successor Substituted	35

	Section 3.12.	No Other Business	35

	Section 3.13.	No Borrowing	35

	Section 3.14.	Servicer’s Obligations	35

	Section 3.15.	Guarantees, Loans, Advances and Other Liabilities	35

	Section 3.16.	Capital Expenditures	35

	Section 3.17.	Removal of Administrator	36

	Section 3.18.	Restricted Payments	36

	Section 3.19.	Notice of Events of Default	36

	Section 3.20.	Further Instruments and Acts	36

	Section 3.21.	Tax Treatment	36

	Section 3.22.	Representations and Warranties of the Issuer	37

ARTICLE IV SATISFACTION AND DISCHARGE			38

	Section 4.01.	Satisfaction and Discharge of this Indenture	38

	Section 4.02.	Application of Trust Money	39

ARTICLE V PAY OUT EVENTS, DEFAULTS AND REMEDIES			39

	Section 5.01.	Pay Out Events	39

	Section 5.02.	Events of Default	40

	Section 5.03.	Acceleration of Maturity; Rescission and Annulment	41

	Section 5.04.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	41

	Section 5.05.	Remedies; Priorities	43

	Section 5.06.	Optional Preservation of the Collateral	45

	Section 5.07.	Limitation on Suits	45

	Section 5.08.	Unconditional Rights of Noteholders to Receive Principal and Interest	46

	Section 5.09.	Restoration of Rights and Remedies	46

	Section 5.10.	Rights and Remedies Cumulative	47

	Section 5.11.	Delay or Omission Not Waiver	47

	Section 5.12.	Rights of Noteholders to Direct Indenture Trustee	47

	Section 5.13.	Waiver of Past Defaults	47

	Section 5.14.	Undertaking for Costs	48

	Section 5.15.	Waiver of Stay or Extension Laws	48

	Section 5.16.	Sale of Receivables	48

	Section 5.17.	Action on Notes	49

	Section 5.18.	Indenture Trustee May Enforce Claims Without Possession of Notes	49

ARTICLE VI THE INDENTURE TRUSTEE			49

	Section 6.01.	Duties of the Indenture Trustee	49

	Section 6.02.	Notice of Pay Out Event or Event of Default	51

	Section 6.03.	Rights of Indenture Trustee	51

	Section 6.04.	Not Responsible for Recitals or Issuance of Notes	53

	Section 6.05.	May Hold Notes	53

	Section 6.06.	Money Held in Trust	53

	Section 6.07.	Compensation, Reimbursement and Indemnification	53

	Section 6.08.	Replacement of Indenture Trustee	54

	Section 6.09.	Successor Indenture Trustee by Merger	55

	Section 6.10.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	55

	Section 6.11.	Eligibility: Disqualification	56

	Section 6.12.	Preferential Collection of Claims Aminst	57

	Section 6.13.	Tax Returns	57

	Section 6.14.	Representations and Covenants of the Indenture Trustee	57

	Section 6.15.	Custody of the Collateral	58

ARTICLE VII NOTEHOLDERS’ LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER			58

	Section 7.01.	Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	58

	Section 7.02.	Preservation of Information: Communications to Noteholders	58

	Section 7.03.	Reports by Issuer	59

	Section 7.04.	Reports by Indenture Trustee	59

ARTICLE VIII ALLOCATION AND APPLICATION OF COLLECTIONS			59

	Section 8.01.	Collection of Money	59

	Section 8.02.	Rights of Noteholders	60

	Section 8.03.	Establishment of Collection Account and Special Funding Account	60

	Section 8.04.	Collections and Allocations	62

	Section 8.05.	Shared Principal Collections	63

	Section 8.06.	Additional Withdrawals from the Collection Account	64

	Section 8.07.	Allocation of Collateral to Series or Groups	64

	Section 8.08.	Excess Finance Charge Collections	65

	Section 8.09.	Release of Collateral: Eligible Loan Documents	65

	Section 8.10.	Opinion of Counsel	66

ARTICLE IX DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS			66

ARTICLE X SUPPLEMENTAL INDENTURES			66

	Section 10.01.	Supplemental Indentures Without Consent of Noteholders	66

	Section 10.02.	Supplemental Indentures with Consent of Noteholders	68

	Section 10.03.	Execution of Supplemental Indentures	69

	Section 10.04.	Effect of Supplemental Indenture	69

	Section 10.05.	Conformity With Trust Indenture Act	70

	Section 10.06.	Reference in Notes to Supplemental Indentures	70

ARTICLE XI TERMINATION			70

	Section 11.01.	Termination of Trust	70

	Section 11.02.	Final Distribution	70

	Section 11.03.	Termination Distributions	71

	Section 11.04.	Defeasance	71

ARTICLE XII MISCELLANEOUS			73

	Section 12.01.	Compliance Certificates and Opinions etc	73

	Section 12.02.	Form of Documents Delivered to Indenture Trustee	75

	Section 12.03.	Acts of Noteholders	75

Section 12.04.	Notices. Etc. to Indenture Trustee and Issuer	76

Section 12.05.	Notices to Noteholders; Waiver	76

Section 12.06.	Alternate Payment and Notice Provisions	77

Section 12.07.	Conflict with Trust Indenture Act	77

Section 12.08.	Effect of Headings and Table of Contents	77

Section 12.09.	Successors and Assigns	78

Section 12.10.	Separability	78

Section 12.11.	Benefits of Indenture	78

Section 12.12.	Legal Holidays	78

Section 12.13.	GOVERNING LAW	78

Section 12.14.	Counterparts	78

Section 12.15.	Trust Obligation	78

Section 12.16.	No Petition	79

Trust Indenture Act Section	Indenture Section

310(a)(1)	6.11
(a)(2)	6.11
(a)(3)	6.10
(a)(4)	Not Applicable
(a)(5)	6.11
(b)	6.08, 6.11
(c)	Not Applicable
311(a)	6.12
(b)	6.12
(c)	Not Applicable
312(a)	7.01, 7.02(a)
(b)	7.02(b)
(c)	7.02(c)
313(a)	7.04
(b)	7.04
(c)	7.03, 7.04
(d)	7.04
314(a)	3.09, 7.03
(b)	3.06
(c)(1)	2.11, 8.09(c), 12.01(a)
(c)(2)	2.11, 8.09(c), 12.01(a)
(c)(3)	2.11, 8.09(c), 12.01(a)
(d)(1)	2.11, 8.09(c), 12.01(b)
(d)(2)	Not Applicable
(d)(3)	Not Applicable
(e)	5.14
316(a)(1)(A)	5.12
316(a)(1)(B)	5.13
316(a)(2)	Not Applicable
316(b)	5.08
317(a)(1)	5.04
317(a)(2)	5.04(d)
317(b)	5.04(a)
318(a)	12.07

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST as Issuer

By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee

By:	/s/ Anita Dallage
	Name:	Anita Dallage
	Title:	Financial Services Officer


BANKERS TRUST COMPANY, as Indenture Trustee

By:	/s/ Eileen M. Hughes
	Name:	Eileen M. Hughes
	Title:	Vice President


STERLING JEWELERS INC., as Servicer

By:	/s/ Richard W. Miller
	Name:		Richard W. Miller
	Title:		Executive Vice President and CFO

		Page

ARTICLE IV	OTHER MATTERS RELATING TO EACH TRANSFEROR	41
Section 4.01.	Liability of each Transferor	41
Section 4.02.	Merger or Consolidation of, or Assumption of the Obligations of a Transferor	41
Section 4.03.	Limitations on Liability of Each Transferor	42
ARTICLE V	OTHER MATTERS RELATING TO THE SERVICER	43
Section 5.01.	Liability of the Servicer	43
Section 5.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer	43
Section 5.03.	Limitation on Liability of the Servicer and Others	43
Section 5.04.	Servicer Indemnification of the Trust, the Owner Trustee and the Indenture Trustee	44
Section 5.05.	Resignation of the Servicer	44
Section 5.06.	Access to Certain Documentation and Information Regarding the Receivables	45
Section 5.07.	Delegation of Duties	45
Section 5.08.	Examination of Records	45
Section 5.09.	Designation of a Co-Servicer
ARTICLE VI	INSOLVENCY EVENTS	46
Section 6.01.	Rights upon the Occurrence of an Insolvency Event	46
ARTICLE VII	SERVICER DEFAULTS	47
Section 7.01.	Servicer Defaults	47
Section 7.02.	Indenture Trustee To Act; Appointment of Successor	49
Section 7.03.	Notification to Noteholders	51
ARTICLE VIII	TERMINATION	52
Section 8.01.	Termination of Agreement	52
ARTICLE IX	MISCELLANEOUS PROVISIONS	53
Section 9.01.	Amendment; Waiver of Past Defaults	53
Section 9.02.	Protection of Right, Title and Interest to Trust	55
Section 9.03.	GOVERNING LAW	56
Section 9.04.	Notices; Payments	56
Section 9.05.	Severability of Provisions	56
Section 9.06.	Further Assurances	56
Section 9.07.	No Waiver: Cumulative Remedies	57

		Page

Section 9.08.	Counterparts	57
Section 9.09.	Third-Party Beneficiaries	57
Section 9.10.	Actions by Noteholders	57
Section 9.11.	Rule 144A Information	57
Section 9.12.	Merger and Integration	57
Section 9.13.	Headings	58
Section 9.14.	Limitation of Liability	58
Section 9.15.	Rights of the Indenture Trustee	58

EXHIBIT A	Reserved	A-1
EXHIBIT B	Form of Reassignment of Receivables in Removed Accounts	B-1
EXHIBIT C	Form of Annual Servicer’s Certificate	C-1
EXHIBIT D-1	Form of Opinion of Counsel with Respect to Amendments	D-1-1
EXHIBIT D-2	Form of Opinion of Counsel with Respect to Accounts	D-2-1
EXHIBIT D-3	Provisions to be Included in Annual Opinion of Counsel	D-3-1

SCHEDULE 1	List of Accounts	14

STERLING JEWELERS RECEIVABLES CORP., as Transferor

By:	/s/ Simon Cashman
Name:	Simon Cashman
Title:	VP

STERLING JEWELERS INC., as Servicer

By:	/s/ Simon Cashman
Name:	Simon Cashman
Title:	SVP

By:	/s/ Michele H.Y. Voon
	Name: Michele H.Y. Voon
	Title: Vice President


By:	/s/ Mark DiGiacomo
	Name: Mark DiGiacomo
	Title: Vice President

		Page
1.	DUTIES OF ADMINISTRATOR.	2

2.	RECORDS	6

3.	COMPENSATION	6

4.	ADDITIONAL INFORMATION TO BE FURNISHED TO ISSUER	6

5.	INDEPENDENCE OF ADMINISTRATOR	6

6.	NO JOINT VENTURE	6

7.	OTHER ACTIVITIES OF ADMINISTRATOR	6

8.	TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR	6

9.	ACTION UPON TERMINATION RESIGNATION OR REMOVAL	7

10.	NOTICES	8

11.	AMENDMENTS	8

12.	SUCCESSORS AND ASSIGNS	10

13.	GOVERNING LAW	10

14.	HEADINGS	10

15.	COUNTERPARTS	10

16.	SEVERABILITY	10

17.	NOT APPLICABLE TO STERLING IN OTHER CAPACITIES	10

18.	LIMITATION OF LIABILITY OF OWNER TRUSTEE	10

19.	THIRD-PARTY BENEFICIARY	11

20.	NONPETITION COVENANTS	11

21.	SUCCESSOR ADMINISTRATOR	11


EXHIBIT A — Form of Power of Attorney

STERLING JEWELERS RECEIVABLES MASTER NOTE TRUST


By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee


By:	/s/ W. Chris Sponenberg
	Name:	W. Chris Sponenberg
	Title:	Vice President

STERLING JEWELERS INC., as Administrator


By:	/s/ Richard W. Miller
	Name:	Richard W. Miller
	Title:	Executive Vice President and CFO

Acknowledged and Accepted: STERLING JEWELERS RECEIVABLES CORP., as Transferor


By:	/s/ Richard W. Miller
	Name:	Richard W. Miller
	Title:	President