FEDERATED DEPARTMENT STORES INC /DE/
EX-10.11
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>5
<FILENAME>l06445aexv10w11.txt
<DESCRIPTION>EX-10.11
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.11

                             FIRST OMNIBUS AMENDMENT

         This First Omnibus Amendment, dated as of December 19, 2003 (this
"Amendment"), is among Seven Hills Funding Corporation (formerly known as
Deerfield Funding Corporation) (the "CP Issuer"); Federated Department Stores,
Inc. ("Federated"); FDS Bank (the "Servicer"), successor in interest to
Federated in its capacity as servicer under the Liquidity Agreement (defined
below); Credit Suisse First Boston, New York Branch (formerly known as Credit
Suisse), as liquidity agent (the "Liquidity Agent") under the Liquidity
Agreement (as defined below); JPMorgan Chase Bank ("JPMorgan"), as successor in
interest to Chemical Bank in its capacities of (i) Depositary under the
Depositary Agreement (as defined in the Liquidity Agreement) and (ii) Depositary
and Collateral Agent under the Security Agreement (as defined in the Liquidity
Agreement); and the Banks listed on the signature pages hereto. Capitalized
terms used in this Amendment and not otherwise defined have the meanings
assigned to them in the Liquidity Agreement.

                             Preliminary Statements

         1.       Prime Receivables Corporation, a Delaware corporation (the
"Transferor") and the Servicer are among the parties to that certain Series
1992-3 Variable Funding Supplement, dated as of December 31, 1992 (as heretofore
amended, restated, supplemented or otherwise modified, the "Supplement") to that
certain Amended and Restated Pooling and Servicing Agreement, dated as of
December 15, 1992 among, inter alia, the Transferor and the Servicer (as
heretofore amended, restated, supplemented or otherwise modified, the "Pooling
Agreement").

         2.       Under the Supplement, the Transferor created the Series 1992-3
Variable Funding Certificates, conveyed to the CP Issuer a Class A Variable
Funding Certificate and entered into arrangements for the sale of commercial
paper and the provision for certain liquidity arrangements from other parties,
including the entry into (i) the Liquidity Agreement, dated as of December 31,
1992 among the CP Issuer, the Servicer, the Banks and the Liquidity Agent (as
amended, restated or otherwise modified, the "Liquidity Agreement"), (ii) the
Depositary Agreement and (iii) the Security Agreement (collectively with the
Depositary Agreement and the Liquidity Agreement, the "Operative Documents").

         3.       The parties hereto desire to (a) amend the Liquidity Agreement
to remove the requirement that the CP Issuer maintain Interest Rate Caps, (b)
make other conforming changes to the Operative Documents and (c) request an
extension of the Expiration Date pursuant to Section 4.02 of the Liquidity
Agreement.

         4.       Section 10.03 of the Liquidity Agreement, Section 11 of the
Depositary Agreement and Section 19 of the Security Agreement permit such
amendment of the Operative Documents with the consent of the Required Banks and
subject to the conditions included in this Amendment and Section 4.02 of the
Liquidity Agreement permits such extension of the Expiration Date with the
consent and acceptance of such extension by the applicable Banks.

<PAGE>

                                    Agreement

         The parties hereto agree to the following terms and conditions:

SECTION 1.        Amendment of Interest Rate Cap Provisions. On the date of this
    Amendment, the Liquidity Agreement and other Operative Documents are amended
    as follows:

         1.01     Amendment of Section 7.28 of the Liquidity Agreement. Section
7.28 of the Liquidity Agreement is deleted in its entirety and is replaced with
the following:

                   Section 7.28 Interest Rate Caps. [RESERVED]

         1.02     Amendment to Operative Documents. All references to the terms:
"Cap Escrow Account", "Cap Proceeds Account", "Cap Settlement Date", "Interest
Rate Caps", "Required Cap Agreements", "Excess Cap Proceeds", "the requirements
set forth in Section 7.28 of the Liquidity Agreement", and any and all other
references to the Interest Rate Caps or terms relating to Interest Rate Caps are
hereby amended to include the addition of the reference ", if any" where
grammatically appropriate after each and every such term and reference, it being
the intention and agreement of each of the parties to each Operative Document
that such terms and references have substantive meaning and effect only when an
Interest Rate Cap is in effect.

SECTION 2.        Extension of Expiration Date.

         2.01     Confirmation of Request for Extension. The CP Issuer confirms
that it has heretofore requested that the Expiration Date for each Bank be
extended to December 17, 2004.

         2.02     Representations and Warranties. In connection with such
request for extension, each of the CP Issuer, Federated, and the Servicer
represents and warrants to the Liquidity Agent and each Bank that (a) no Default
or Event of Default exists, (b) all of its representations and warranties
contained in the Liquidity Agreement or in any document, certificate or
financial or other statement delivered in connection therewith are true and
correct in all material respects with the same force and effect as though such
representations and warranties had been made on and as of the date hereof
(except to the extent any such representations and warranties relate solely to
an earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date), and (c) no Pay Out
Event exists with respect to the Variable Funding Certificates.

SECTION 3.        Effect of Amendment. All provisions of the Operative
    Documents, as expressly amended and modified by this Amendment, shall remain
    in full force and effect. After this Amendment becomes effective, all
    references in the Operative Documents (or in any related document) to "this
    Agreement", "hereof", "herein", or words of similar effect referring to the
    Operative Documents shall be deemed to be references to the Operative
    Documents as amended by this Amendment. This Amendment shall not be deemed,
    either expressly or impliedly, to waive, amend or supplement any provision
    of the Agreement other than as set forth herein.

SECTION 4.        Conditions to Effectiveness. This Amendment, including the
    extension of the Expiration Date, shall become effective as of the date
    hereof upon (a) receipt by the Liquidity

                                       2

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    Agent of counterparts of this Amendment (whether by facsimile or otherwise)
    executed by each of (i) the CP Issuer, (ii) the Banks listed on the
    signature pages to this Amendment, (iii) the Transferor, (iv) the Servicer,
    (v) Federated and (vi) JPMorgan; (b) execution and delivery to the other
    parties hereto of a counterpart of this Amendment by the Liquidity Agent and
    (c) receipt by JPMorgan of an Officer's Certificate of the CP Issuer to the
    effect that this Amendment will not materially and adversely affect the
    interests of the Collateral Agent under the Depositary Agreement.

SECTION 5.        Counterparts. This Amendment may be executed in any number of
    counterparts and by different parties on separate counterparts, each of
    which when so executed shall be deemed to an original and all of which when
    taken together shall constitute but one and the same instrument.

SECTION 6.        Governing Law. This Amendment shall be governed by, and
    construed in accordance with, the laws of the State of New York.

SECTION 7.        Section Headings. The various headings of this Amendment are
    included for convenience only and shall not affect the meaning or
    interpretation of this Amendment, the Operative Documents or any provision
    hereof or thereof.

            [The remainder of this page is intentionally left blank.]

                                       3

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         Delivered as of the day and the year first above written.

                                   SEVEN HILLS FUNDING CORPORATION, as CP Issuer

                                   By: /s/ Susan P. Storer
                                       -----------------------------------------
                                   Name: Susan P. Storer
                                   Title: President

                                   PRIME RECEIVABLES CORPORATION, as Transferor

                                   By: /s/ Susan P. Storer
                                       -----------------------------------------
                                   Name: Susan P. Storer
                                   Title: President

                                   FDS BANK, as Servicer

                                   By: /s/ Susan R. Robinson
                                       -----------------------------------------
                                   Name: Susan R. Robinson
                                   Title: Treasurer

                                   FEDERATED DEPARTMENT STORES, INC.

                                   By: /s/ Dennis J. Broderick
                                       -----------------------------------------
                                   Name: Dennis J. Broderick

                                   Title: Senior Vice President, General Counsel
                                          & Secretary

<PAGE>

                                   JPMORGAN CHASE BANK, as Depositary and
                                   Depositary and Collateral Agent

                                   By: /s/ Michael A. Smith
                                       -----------------------------------------
                                   Name: Michael A. Smith
                                   Title: Vice President

                                   CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
                                   as Liquidity Agent and a Bank

                                   By: /s/ Alberto Zonca
                                       -----------------------------------------
                                   Name: Alberto Zonca
                                   Title: Vice President

                                   By: /s/ Mark Golombeck
                                       -----------------------------------------
                                   Name: Mark Golombeck
                                   Title: Vice President

                                   BANK ONE, N.A., as a Bank

                                   By: /s/ William Hendricks
                                       -----------------------------------------
                                   Name: William Hendricks
                                   Title: Director, Capital Markets

                                   MELLON BANK, N.A., as a Bank

                                   By: /s/ Mark F. Johnston
                                       -----------------------------------------
                                   Name: Mark F. Johnston
                                   Title: Vice President

<PAGE>

                                   PNC BANK, NATIONAL ASSOCIATION, as a Bank

                                   By: /s/ Bruce A. Kintner
                                       -----------------------------------------
                                   Name: Bruce A. Kinter
                                   Title: Vice President

                                   FLEET NATIONAL BANK, as a Bank

                                   By: /s/ Judith C. E. Kelly
                                       -----------------------------------------
                                   Name: Judith C. E. Kelly
                                   Title: Managing Director

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