AMENDMENT NO. 1 OF RECEIVABLES PURCHASE AGREEMENT 


          AMENDMENT NO. 1, dated as of June 27, 1996, to the
     Receivables Purchase Agreement, dated as of November 15, 1994, as
     amended and restated as of December 29, 1995 (the "Agreement")
     among INTERCO RECEIVABLES CORP. (the "Seller"), ATLANTIC ASSET
     SECURITIZATION CORP. (the "Issuer"), and CREDIT LYONNAIS NEW YORK
     BRANCH ("CL-NY"), as agent (the "Agent") for the Investors (the
     "Amendment").

                                   RECITALS

          WHEREAS, the Seller, the Issuer and the Agent have agreed
     subject to the terms and conditions of this Amendment, to amend
     the Agreement as hereinafter set forth.

          Terms used herein but not defined herein shall have the
     meaning assigned thereto in the Agreement.  

          NOW, THEREFORE, the parties agree as follows: 

          1.  Amendment of Agreement.  The Agreement shall be and is
              ----------------------
      hereby amended, as of the date hereof, as follows:

          (a)  The definition of "Eligible Foreign Receivable" in
     Exhibit I  shall be amended to provide in its entirety as
     follows: 

               ""Eligible Foreign Receivable" means a Receivable 
                 ---------------------------
           meeting all of the criteria set forth in either of the 
           following clauses:

                   (i)  the payment of such Receivable is fully
                supported by an irrevocable letter of credit issued by
                an office or branch located in the United States of an
                Eligible LOC Bank, the Agent holds a first priority,
                perfected security interest in such letter of credit,
                the issuer of such letter of credit has been notified
                of such security interest and all of the Relevant
                Rating Agencies shall have notified the Agent that the
                purchase of Receivables of the type described in this
                clause (i) will not result in a reduction or
                withdrawal of their respective ratings on the
                commercial paper issued by the Issuer; or


                    (ii)  the Obligor of such Receivable is a Canadian
                resident, the Agent holds a first priority, perfected
                security interest in such Receivable which is
                enforceable under applicable Canadian law, the Agent
                has received an opinion of Canadian counsel for the<PAGE>





                Seller, in form and substance satisfactory to the
                Agent, as to perfection, enforcement, taxes and such
                other matters as the Agent may reasonably request, and
                all of the Relevant Rating Agencies shall have
                notified the Agent that the purchase of Receivables of
                the type described in this clause (ii) will not result
                in a reduction or withdrawal of their respective
                ratings on the commercial paper issued by the Issuer; 


          provided, however, that the aggregate Outstanding Balance of
          --------  -------
          Eligible Foreign Receivables which shall be considered
          Eligible Receivables shall not at any time exceed an amount
          equal to 10% of the Purchase Limit."

          (b)  The definition of "Normal Concentration Percentage" in
     Exhibit I shall be amended to provide in its entirety as follows:

                    ""Normal Concentration Percentage" for any Obligor
                      -------------------------------
               means at any time 2%, or such other percentage 
               ("Special Concentration Percentage") set forth below
               for such Obligor; provided that in the case of an
               Obligor with any Affiliated Obligor, the Normal
               Concentration Percentage and the Special Concentration
               Percentage shall be calculated as if such Obligor and
               such Affiliated Obligor are one Obligor; provided
               further that in the case of an Obligor having
               Receivables fully supported by an irrevocable letter of
               credit issued by an Eligible LOC Bank, the Normal
               Concentration Percentage shall be calculated as if such
               Eligible LOC Bank is the Obligor; provided further that
               the Agent may cancel any Special Concentration
               Percentage upon three Business Days' notice to the
               Seller.  The Special Concentration Percentages for J.C.
               Penney Company, Inc. and Sears Roebuck & Co. shall be
               15% and 10%, respectively; provided, however, that such
               Special Concentration Percentages shall be increased
               (subject to the Agent's right to cancel any Special
               Concentration Percentage upon three Business Days'
               notice to the Seller) or reduced based on subsequent
               changes in such debt ratings as set forth below:

                  Long-Term Public            Special Concentration
                 Senior Debt Rating                 Percentage       
                 ------------------           ---------------------
                 A+ and A1 or above                    15%
               BBB and Baa2 or above                   10%
                 below BBB or Baa2                      2%

               The Special Concentration Percentage of Haverty
               Furniture Companies, Inc. and Wal-Mart Stores, Inc.
               shall each be 5%.  At each annual anniversary of the<PAGE>





               execution of the Agreement, the foregoing Special
               Concentration Percentages for Haverty Furniture
               Companies, Inc. and Wal-Mart Stores, Inc. may be
               revised by request of the Seller, provided that such
               revision is consented to by the Agent (it being
               understood that the Agent agrees to duly consider such
               request but shall have no obligation to give such
               consent).  The Agent shall provide the Relevant Rating
               Agencies with prior notice of any proposed increase in
               any Special Concentration Percentage or the
               establishment of any new Special Concentration
               Percentage."  

          (c)  Clause (c) of Item 3 of Exhibit II shall be amended to
     provide in its entirety as follows:

               "(c) the Agent shall have received, on or prior to the
          date of any such purchase or reinvestment during the period
          from July 10 to September 10 of each year prior to the
          occurrence of the Facility Termination Date, evidence of the
          deposit, into the July CCA, of an amount equal to the
          maximum July Availability less, in the case of any such
          purchase or reinvestment during the period from August 10 to
          September 10 of any such year, any amount repaid to the CCA
          Depositors (as defined in the LAPA) following the receipt by
          the Agent of the Seller Report for the fiscal month of July,
          and".

          (d)  In subclause (a) of clause (l) of Exhibit IV the
     reference to "Eligible Receivables" shall be amended to read
     "Receivables".

          2.  Execution in Counterparts, Etc. This Amendment may be
              ------------------------------
     executed in any number of counterparts, each of which when so
     executed shall be deemed to be an original and all of which when
     taken together shall constitute one and the same amendment.  The
     delivery of a signed signature page to this Amendment by telecopy
     transmission shall constitute due execution and delivery of this
     Amendment for all purposes.

          3.  Agreement in Full Force and Effect. Except as amended by
              ----------------------------------
     this Amendment, all of the provisions of the Agreement and all of
     the provisions of all other documentation required to be
     delivered with respect thereto shall remain in full force and
     effect from and after the date hereof.  

          4.  Amendment of Originator Purchase Agreement.  Pursuant to
              ------------------------------------------
     paragraph (n) of Exhibit IV to the Agreement, the Agent hereby
     consents to the amendment, as of the date hereof, of the
     Originator Purchase Agreement, in the form previously delivered
     to the Agent.<PAGE>





          5.  References to Agreement.  From and after the date
              -----------------------
     hereof, (a) all references in the Agreement to "this Agreement",
     "hereof", "herein", or similar terms and (b) all references to
     the Agreement in each agreement, instrument and other document
     executed or delivered in connection with the Agreement, shall
     mean and refer to the Agreement, as amended by this Amendment.

          6.  Further Assurances.  The parties hereto agree to execute
              ------------------
     and deliver any and all further agreements, certificates and
     other documents reasonably necessary to implement the provisions
     of this Amendment.

          7.  Governing Law.  This Amendment shall be governed by, and
              -------------
     construed in accordance with, the law of the State of New York
     without giving effect to the conflict of laws principles thereof.

          IN WITNESS WHEREOF, the Seller, the Issuer and the Agent
     have caused this Amendment to be duly executed by their
     respective officers thereunto duly authorized as of the day and
     year first above written. 



     SELLER:          INTERCO RECEIVABLES CORP.


                      By:  David P. Howard
                         ---------------------
                      Name:  David P. Howard
                      Title: President



     ISSUER:          ATLANTIC ASSET SECURITIZATION CORP.


                      By:  Credit Lyonnais New York  Branch, 
                            as Attorney-in-Fact


                      By:  Donna Kunzig
                         ----------------------
                      Name:  Donna Kunzig
                      Title:   Vice President



     AGENT:           CREDIT LYONNAIS NEW YORK BRANCH, as Agent


                      By:  Donna Kunzig<PAGE>





                         -----------------------
                      Name:  Donna Kunzig
                      Title:   Vice President


     Pursuant to clause (c)(i) of Item 8 of the LAPA, each of the
     undersigned hereby consent to the foregoing:

     THE BANK OF NEW YORK


     By:  John C. Lambert
        -----------------------
     Name:  John C. Lambert
     Title:  Vice President


     THE INDUSTRIAL BANK OF JAPAN, LTD.,
     CHICAGO BRANCH


     By:  Hiroki Yamada
        -----------------------
     Name:  Hiroki Yamada
     Title:  General Manager


     THE BANK OF TOKYO - MITSUBISHI, 
     LTD. f/k/a The Mitsubishi Bank, Ltd.


     By:  M. Aoki
        ------------------------
     Name:  M. Aoki
     Title:  Vice President<PAGE>