EXHIBIT 10.1B
Dated as of May 15, 1997
Carson Pirie Scott & Co.
331 West Wisconsin Avenue
Milwaukee, Wisconsin 53203
Attention: Charles J. Hansen, Esq.
CPS Department Stores, Inc.
331 West Wisconsin Avenue
Milwaukee, Wisconsin 53203
Attention: Charles J. Hansen, Esq.
Re: Second Amendment of Amended and Restated Receivables
Purchase Agreement dated as of July 22, 1994 (this "Amendment")
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated
Receivables Purchase Agreement, dated as of July 22, 1994 (as amended and
supplemented through the date hereof, the "Purchase Agreement"), among Great
Lakes Credit Corp., a Delaware corporation (the "Purchaser") and the sellers
from time to time party thereto (the "Sellers"). You have requested that the
Purchaser agree to amend the Purchase Agreement which the Purchaser is willing
to do subject to the terms and conditions hereof. Terms used herein and not
otherwise defined herein which are defined in the Purchase Agreement shall have
the same meaning herein as defined therein.
1. Accordingly, subject to the following terms and conditions, the
Purchase Agreement shall be, and it hereby is, effective as of the date hereof
(the "Effective Date") subject to Section 3 of this Amendment, amended as
follows:
(a) Each reference to "CPS" in Sections 5.01(d), 5.01(i),
5.01(s), 6.01(a), 6.02, 6.03, 6.08(c), 6.12, 6.14 and 6.18(c) of the
Purchase Agreement shall be, and hereby is, amended by replacing such
reference with the term "NBGL" therein.
(b) Clause (A) in Section 5.01(a)(iii) of the Purchase
Agreement shall be, and hereby is, amended by replacing the phrase "if
the Servicer is not CPS, then CPS," with the phrase "if the Servicer is
not NBGL, then CPS," therein.
(c) Section 6.01(b) of the Purchase Agreement shall be, and
hereby is, amended by replacing the parenthetical "(if CPS is not the
Servicer)" with the parenthetical "(if NBGL is not the Servicer)"
therein.
(d) Sections 6.01(b) and (d) of the Purchase Agreement shall
be, and hereby are, amended by replacing the parenthetical "(and, if
CPS is not the Servicer, CPS)" with the parenthetical "(and if NBGL is
not the Servicer, NBGL)" therein.
2. The Purchaser and the Sellers each represents and warrants as to
itself for the benefit of the Purchaser and the Secured Parties that:
(a) it is in full compliance with all of the material terms,
conditions and all other provisions of this Amendment, the Purchase
Agreement and each of the other Transaction Documents, in each case as
of the Effective Date; and
(b) its representations and warranties contained in this
Amendment, the Purchase Agreement and the other Transaction Documents
are true and correct in all material respects, in each case as though
made on and as of the Effective Date, except to the extent such
representations and warranties relate solely to an earlier date (and
then as of such earlier date); and
(c) both before and after giving effect to this Amendment, no
Purchase Termination Event nor any event or condition which but for the
lapse of time or the giving of notice, or both, would constitute a
Purchase Termination Event has occurred and is continuing or would
result from the execution and delivery of this Amendment or any other
document arising in connection with or pursuant to this Amendment; and
(d) this Amendment has been duly authorized, executed and
delivered on its behalf, and each of (i) the Purchase Agreement, both
before being amended and supplemented hereby and as amended and
supplemented hereby, (ii) each of the other Transaction Documents to
which it is a party and (iii) this Amendment, constitutes its legal,
valid and binding obligation enforceable against it in accordance with
the terms hereof or thereof.
3. Section 1 of this Amendment shall become effective only once all of
the pre-conditions set forth below in this Section 3 have been satisfied:
(a) the second amendment of the Liquidity Agreement, the
Transfer Supplement, the Seasonal Commitment Certificate and the
Guaranty, each dated as of the date hereof, shall be effective; and
(b) the Agent has received, in form and substance satisfactory
to the Agent, all documents, certificates and opinions as the Agent may
reasonably request and all other matters incident to the execution
hereof are satisfactory to the Agent.
4. National Bank of the Great Lakes hereby acknowledges and agrees that
it will be bound by the terms and conditions of each Transaction Document and
Section 2.19 of the Intercreditor Agreement, in each case as the Servicer.
5. The Purchase Agreement, as amended and supplemented hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the other Transaction Documents, and all other documents executed in
connection therewith, are in all respects ratified and confirmed. From and after
the Effective Date, the Purchase Agreement shall be deemed to be amended and
supplemented as herein provided, and, except as so amended and supplemented, the
Purchase Agreement, each of the other Transaction Documents and all other
documents executed in connection therewith shall remain in full force and
effect.
6. This Amendment may be executed in two or more counterparts, each of
which shall constitute an original but both or all of which, when taken
together, shall constitute but one instrument.
Please signify your agreement and acceptance of the foregoing by
executing this Amendment in the space provided below.
Very truly yours,
GREAT LAKES CREDIT CORP., as
Purchaser
By /s/ Charles J. Hansen
--------------------------
Title Vice President
Accepted and Agreed to:
CARSON PIRIE SCOTT & CO., as
a Seller
By /s/ Charles J. Hansen
---------------------------
Title Vice President
CPS DEPARTMENT STORES, INC., as
a Seller
By /s/ Charles J. Hansen
---------------------------
Title Vice President
NATIONAL BANK OF THE GREAT LAKES,
as a Seller and Servicer
By /s/ Charles J. Hansen
---------------------------
Title Vice President
Consented to:
LASALLE NATIONAL BANK, as Collateral Agent
By \s\ Michael B. Evans
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Title First Vice President
ABN AMRO BANK N.V., as Agent
By \s\ Jon R. Bottorf
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Title Group Vice President
By \s\ Robert J. Graff
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Title Group Vice President and Director