EXHIBIT 10.10
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 (this "AMENDMENT"), is entered into as of April
16, 1996, by and among KOHL'S DEPARTMENT STORES, INC., a Delaware corporation
(the "SELLER"), the INVESTORS, PREFERRED RECEIVABLES FUNDING CORPORATION
("PREFCO"), and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (in such capacity,
the "AGENT"), with respect to the RECEIVABLES PURCHASE AGREEMENT, dated as of
September 1, 1995, by and among the Seller, the Investors, PREFCO and the Agent
(the "RECEIVABLES PURCHASE AGREEMENT"). Unless defined elsewhere herein,
capitalized terms used in this Amendment shall have the meaning assigned to such
terms in the Receivables Purchase Agreement.
PRELIMINARY STATEMENT
The parties desire to amend the Receivables Purchase Agreement to
decrease the Purchase Limit thereunder to $175,000,000.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to as follows:
SECTION 1. AMENDMENTS. Subject to the terms and conditions hereinafter set
forth, and in reliance on the representations and warranties set forth in
Section 2 hereof, each of the parties hereby agrees to amend the Receivables
Purchase Agreement as follows:
1.1. The cover page of the Receivables Purchase Agreement is hereby
amended to delete "$200,000,000" where it appears and to substitute in lieu
thereof "$175,000,000".
1.2. Each of (a) the Commitment of First Chicago and (b) the
Purchase Limit is hereby decreased to $175,000,000.
SECTION 2. REPRESENTATION AND WARRANTIES.
-----------------------------
2.1. Seller Representations. As of the date hereof, the Seller
represents and warrants to the Agent and the Purchasers that:
(a) Corporate Existence and Power. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of its
state of incorporation, and has all corporate power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is conducted, except
for such failures which will not, individually or in the aggregate, have a
Material Adverse Effect.
(b) No Conflict. The execution, delivery and performance by the
Seller of this Amendment, and the Seller's use of the proceeds of purchases
made under the Receivables Purchase Agreement, as amended hereby, are
within its corporate powers, have been duly authorized by all necessary
corporate action, do not contravene or violate (i) its certificate of
incorporation or by-laws, (ii) any law, rule or regulation applicable to
it, (iii) any restrictions under any agreement, contract or instrument to
which it is a party or by which it or any of its property is bound, or (iv)
any order, writ, judgment, award, injunction or decree binding on or
affecting it or its property, and do not result in the creation or
imposition of any Adverse Claim on assets of the Seller (except created
under the Receivables Purchase Agreement); and no transaction contemplated
by the Receivables Purchase Agreement, as amended hereby, requires
compliance with any bulk sales act or similar law. This Amendment, and
each of the Transaction Documents to which the Seller is a party, have been
duly executed and delivered by the Seller.
(c) Governmental Authorization. Other than the filing of the
financing statements required under the Receivables Purchase Agreement, all
of which filings have previously been made, no authorization or approval or
other action by, and no notice to or filing with, any governmental
authority or regulatory body is required for the due execution, delivery
and performance by the Seller of the Receivables Purchase Agreement, as
amended hereby.
(d) Binding Effect. The Receivables Purchase Agreement, as amended
hereby, constitute the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors;
rights generally or general equitable principles.
(e) Absence of Certain Events. No Servicer Default, Potential
Servicer Default, Termination Event or Potential Termination Event exists
and is continuing as of the date hereof.
2.2. Investors Representation. As of the date hereof, each of the
Investors represents and warrants to the other parties hereto that:
2
(a) Due Execution. This Amendment has been duly executed and
delivered by such Investor.
(b) Binding Effect. The Receivables Purchase Agreement, as amended
hereby, constitutes the legal, valid and binding obligation of such
Investor, enforceable against it in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors'
rights generally or general equitable principles.
SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date first above written when the Agent receives counterparts of this
Amendment duly executed by each of the parties hereto.
SECTION 4. MISCELLANEOUS.
-------------
4.1. Choice of Law. This Amendment shall be construed in accordance
with the internal laws (and not the law of conflicts) of the State of Illinois.
4.2. Counterparts; Severability. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
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
Agreement. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction.
4.3. Ratification. Except as expressly amended hereby, each of the
Transaction Documents shall remain unaltered and in full force and effect and is
hereby ratified and confirmed.
[signature pages to follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date
hereof.
KOHL'S DEPARTMENT STORES, INC.
By: /s/ Arlene Meier
-----------------
Name: Arlene Meier
--------------
Title: CFO
----
PREFERRED RECEIVABLES FUNDING
CORPORATION
By: /s/ Mark R. Matthews
---------------------
Authorized Signatory
INVESTORS:
Commitment
----------
$175,000,000 THE FIRST NATIONAL BANK OF CHICAGO
as an Investor and as Agent
By: /s/ Mark R. Matthews
------------------------
Title: Authorized Agent
4
EXHIBIT 10.10
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 3 (this "AMENDMENT"), is entered into as of May 17,
1996, by and among KOHL'S DEPARTMENT STORES, INC., a Delaware corporation (the
"SELLER"), the INVESTORS, PREFERRED RECEIVABLES FUNDING CORPORATION ("PREFCO"),
and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (in such capacity, the
"AGENT"), with respect to the RECEIVABLES PURCHASE AGREEMENT, dated as of
September 1, 1995, by and among the Seller, the Investors, PREFCO and the Agent
(the "RECEIVABLES PURCHASE AGREEMENT"). Unless defined elsewhere herein,
capitalized terms used in this Amendment shall have the meaning assigned to such
terms in the Receivables Purchase Agreement.
PRELIMINARY STATEMENT
The parties desire to amend the Receivables Purchase Agreement to
extend the Liquidity Termination Date to May 31, 1997.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to as follows:
SECTION 1. AMENDMENT. Subject to the terms and conditions hereinafter set
forth, and in reliance on the representations and warranties set forth in
Section 2 hereof, each of the parties hereby agrees to amend the Receivables
Purchase Agreement as follows:
1.1. The Definition of "LIQUIDITY TERMINATION DATE" is hereby amended
by deleting the date "August 27, 1996" where it appears therein and by inserting
the date "May 31, 1997" in lieu thereof.
SECTION 2. REPRESENTATION AND WARRANTIES.
-----------------------------
2.1. Seller Representations. As of the date hereof, the Seller
represents and warrants to the Agent and the Purchasers that:
(a) Corporate Existence and Power. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of its
state of incorporation, and has all corporate power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is conducted, except
for such failures which will not, individually or in the aggregate, have a
Material Adverse Effect.
(b) No Conflict. The execution, delivery and performance by the
Seller of this Amendment, and the Seller's use of the proceeds of purchases
made under the Receivables Purchase Agreement, as amended hereby, are
within its corporate powers, have been duly authorized by all necessary
corporate action, do not contravene or violate (i) its certificate of
incorporation or by-laws, (ii) any law, rule or regulation applicable to
it, (iii) any restrictions under any agreement, contract or instrument to
which it is a party or by which it or any of its property is bound, or (iv)
any order, writ, judgment, award, injunction or decree binding on or
affecting it or its property, and do not result in the creation or
imposition of any Adverse Claim on assets of the Seller (except created
under the Receivables Purchase Agreement); and no transaction contemplated
by the Receivables Purchase Agreement, as amended hereby, requires
compliance with any bulk sales act or similar law. This Amendment, and
each of the Transaction Documents to which the Seller is a party, have been
duly executed and delivered by the Seller.
(c) Governmental Authorization. Other than the filing of the
financing statements required under the Receivables Purchase Agreement, all
of which filings have previously been made, no authorization or approval or
other action by, and no notice to or filing with, any governmental
authority or regulatory body is required for the due execution, delivery
and performance by the Seller of the Receivables Purchase Agreement, as
amended hereby.
(d) Binding Effect. The Receivables Purchase Agreement, as amended
hereby, constitute the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors;
rights generally or general equitable principles.
(e) Absence of Certain Events. No Servicer Default, Potential
Servicer Default, Termination Event or Potential Termination Event exists
and is continuing as of the date hereof.
2.2. Investors Representation. As of the date hereof, each of the
Investors represents and warrants to the other parties hereto that:
2
(a) Due Execution. This Amendment has been duly executed and
delivered by such Investor.
(b) Binding Effect. The Receivables Purchase Agreement, as amended
hereby, constitutes the legal, valid and binding obligation of such
Investor, enforceable against it in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors'
rights generally or general equitable principles.
SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date first above written when the Agent receives counterparts of this
Amendment duly executed by each of the parties hereto.
SECTION 4. MISCELLANEOUS.
-------------
4.1. Choice of Law. This Amendment shall be construed in accordance
with the internal laws (and not the law of conflicts) of the State of Illinois.
4.2. Counterparts; Severability. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
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
Agreement. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction.
4.3. Ratification. Except as expressly amended hereby, each of the
Transaction Documents shall remain unaltered and in full force and effect and is
hereby ratified and confirmed.
[signature pages to follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date
hereof.
KOHL'S DEPARTMENT STORES, INC.
By: /s/ Arlene Meier
-----------------
Name: Arlene Meier
--------------
Title: CFO
----
PREFERRED RECEIVABLES FUNDING
CORPORATION
By: /s/ Mark R. Matthews
------------------------
Authorized Signatory
INVESTORS:
Commitment
----------
$175,000,000 THE FIRST NATIONAL BANK OF CHICAGO
as an Investor and as Agent
By: /s/ Mark R. Matthews
------------------------
Title: Authorized Agent
4