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:
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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
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Title: Vice President and Secretary
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BURDINES, INC.
By: /s/ John R. Sims
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Title: Vice President and Secretary
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RICH'S DEPARTMENT STORES, INC.
(formerly Lazarus, Inc. and successor by merger
to Rich's Department Stores, Inc.)
By: /s/ John R. Sims
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Title: Vice President and Secretary
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THE BON, INC.
By: /s/ John R. Sims
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Title: Vice President and Secretary
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FEDERATED WESTERN PROPERTIES, INC.,
Assignee of Broadway Stores, Inc.
By: /s/ Richard C. Fiddes
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Title: Vice President and Assistant Secretary
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MACY'S EAST, INC.,
as successor in interest to Abraham & Straus
and Jordan Marsh Stores Corporation
By: /s/ John R. Sims
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Title: Vice President and Secretary
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FDS BANK
Date: November 20, 2001 By: /s/ Susan Robinson
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Title: Treasurer
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THE PURCHASER:
PRIME RECEIVABLES CORPORATION
Date: November 20, 2001 By: /s/ Susan P. Storer
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Title: President
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SCHEDULE IV
SCHEDULE OF LOCK-BOX ACCOUNTS
BANK NAME ORIGINATOR BANK ACCOUNT #
- --------- ---------- --------------
Bank of America Illinois All Originators 8188500959
231 South Lasalle St.
Chicago, IL 60697
Norwest All Originators 6355064529
MAC N9305-031 Prime Receivable Corp.
Sixth and Marquette St. Cloud, MN
Minneapolis, MN 55479 56396-1205
JP Morgan Chase Bank All Originators 323890075
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
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Name: Susan R. Robinson
Title: Treasurer