Eleventh Amendment to Receivables Purchase Agreement among Originators and Prime Receivables Corporation

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Summary

This amendment updates the Receivables Purchase Agreement originally made between several department store companies (the Originators) and Prime Receivables Corporation. The main change is the replacement of Schedule IV, which lists the lock-box bank accounts used in the agreement. FDS Bank, as Servicer, certifies that this amendment does not materially harm the interests of investor certificateholders. All other terms of the original agreement remain in effect.

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EX-10.10.11 4 l93551aex10-10_11.txt EX-10.10.11 Exhibit 10.10.11 ELEVENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT This Eleventh Amendment to Receivables Purchase Agreement dated as of November 20, 2001 (this "Amendment"), is among THE ORIGINATORS listed on the signature page hereof (collectively, the "Originators") and PRIME RECEIVABLES CORPORATION, a Delaware corporation (the "Purchaser"). W I T N E S S E T H: -------------------- WHEREAS, the Originators and the Purchaser entered into a Receivables Purchase Agreement dated as of December 15, 1992, as amended from time to time, (the "Purchase Agreement") pursuant to which the Purchaser purchased Receivables (as defined in the Purchase Agreement) from the Originators on the terms and conditions set forth in the Purchase Agreement; WHEREAS, the Originators and the Purchaser wish to amend the Purchase Agreement to revise Schedule IV attached to the Purchase Agreement; WHEREAS, Section 8.01 of the Purchase Agreement permits the Originators and the Purchaser to amend the Purchase Agreement subject to certain conditions; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Schedule IV attached to the Purchase Agreement is hereby deleted in its entirety and Schedule IV attached hereto is substituted therefor. 2. Attached hereto as Exhibit A is a certificate by an officer of FDS Bank, as Servicer, stating that the amendment to the Purchase Agreement effected by this Eleventh Amendment does not adversely affect in any material respect the interests of any of the Investor Certificateholders (as defined in the Purchase Agreement), which certificate is required to be delivered to the Trustee (as defined in the Purchase Agreement) pursuant to Section 8.01 of the Purchase Agreement. 3. The Purchase Agreement, as amended by this Eleventh Amendment shall continue in full force and effect among the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE ORIGINATORS: BLOOMINGDALE'S, INC. By: /s/ John R. Sims ------------------------------------------------- Title: Vice President and Secretary ---------------------------------------------- BURDINES, INC. By: /s/ John R. Sims ------------------------------------------------- Title: Vice President and Secretary ---------------------------------------------- RICH'S DEPARTMENT STORES, INC. (formerly Lazarus, Inc. and successor by merger to Rich's Department Stores, Inc.) By: /s/ John R. Sims ------------------------------------------------- Title: Vice President and Secretary ---------------------------------------------- THE BON, INC. By: /s/ John R. Sims ------------------------------------------------- Title: Vice President and Secretary ---------------------------------------------- FEDERATED WESTERN PROPERTIES, INC., Assignee of Broadway Stores, Inc. By: /s/ Richard C. Fiddes ------------------------------------------------- Title: Vice President and Assistant Secretary ---------------------------------------------- MACY'S EAST, INC., as successor in interest to Abraham & Straus and Jordan Marsh Stores Corporation By: /s/ John R. Sims ------------------------------------------------- Title: Vice President and Secretary ---------------------------------------------- FDS BANK Date: November 20, 2001 By: /s/ Susan Robinson --------------------------------------------- Title: Treasurer --------------------------------------- THE PURCHASER: PRIME RECEIVABLES CORPORATION Date: November 20, 2001 By: /s/ Susan P. Storer --------------------------------------------- Title: President --------------------------------------- SCHEDULE IV SCHEDULE OF LOCK-BOX ACCOUNTS
BANK NAME ORIGINATOR BANK ACCOUNT # - --------- ---------- -------------- Bank of America Illinois All Originators ###-###-#### 231 South Lasalle St. Chicago, IL 60697 Norwest All Originators ###-###-#### MAC N9305-031 Prime Receivable Corp. Sixth and Marquette St. Cloud, MN Minneapolis, MN 55479 ###-###-#### JP Morgan Chase Bank All Originators ###-###-#### Corporate Banking Electronic banking networks Church Street Station P.O. Box 932 New York, NY All Originators 400471302 10008-0932 Internet banking activity PNC Bank Macy's 3001544986 201 East 5th Street P.O. Box 8021 Cincinnati, Ohio 45201 Mason OH 45040-8021 Fifth Third Bank Lazarus 71527336 38 Fountain Sq. Plaza P.O. Box 0064 Cincinnati, Ohio 45263 Cincinnati, Ohio 45274 First Hawaiian Bank Macy's 01-100750 999 Bishop Street P.O. Box 380001 Honolulu, HI 96813 Honolulu, HI 96838-001
EXHIBIT A FDS BANK OFFICER'S CERTIFICATE Pursuant to Section 8.01 (a) of the Receivables Purchase Agreement dated as of December 15, 1992, among the Originators listed therein and Prime Receivables Corporation, FDS Bank, as Servicer, certifies that the amendment dated as of November 20, 2001 to Schedule IV of the Receivables Purchase Agreement does not adversely affect in any material respect the interests of any of the Invester Certificateholders. FDS Bank As Servicer Date: November 20, 2001 /s/ Susan Robinson ------------------------------------ Name: Susan R. Robinson Title: Treasurer