EXHIBIT 10.1
TERMINATION
AGREEMENT
This Termination Agreement, dated as of
October 3, 2005 (this " Agreement "), 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);
Prime Receivables Corporation, a Delaware corporation, in its
capacity as transferor (the " Transferor ") under the
Supplement (defined below); Credit Suisse, New York Branch, as
liquidity agent (the " Liquidity Agent ") under the
Liquidity Agreement (as defined below); JPMorgan Chase Bank,
National Association (" JPMorgan "), as successor in
interest to Chemical Bank in its capacities as (i) Depositary under
the Depositary Agreement (as defined in the Liquidity Agreement),
(ii) Collateral Agent under the Security Agreement (as defined in
the Liquidity Agreement) and (iii) Trustee under the Pooling
Agreement (as defined below); and the Banks and CP Dealers listed
on the signature pages hereto. Capitalized terms used in this
Agreement and not otherwise defined have the meanings assigned to
them in the Liquidity Agreement.
Preliminary
Statements
1. The Transferor and the
Servicer are among the parties to the Series 1992-3 Variable
Funding Supplement, dated as of December 31, 1992 (as heretofore
amended, waived or otherwise modified, the " Supplement ")
to the Amended and Restated Pooling and Servicing Agreement, dated
as of December 15, 1992 among, inter alia, the Transferor and the
Servicer (as heretofore amended, waived or otherwise modified, the
" Pooling Agreement ").
2. Under the Supplement,
the Transferor created the Series 1992-3 Variable Funding
Certificates and conveyed to the CP Issuer a Class A Variable
Funding Certificate. The CP Issuer 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 terminate the Operative Documents, subject to the payment
of the Commercial Paper outstanding under the Liquidity Agreement,
and the termination of the Liquidity Commitments under the
Liquidity Agreement.
Agreement
The parties hereto agree to the following
terms and conditions:
SECTION
1. Payment of Commercial Paper . The CP
Issuer desires to pay the obligations of the Commercial Paper
outstanding under the Depositary Agreement on October 3, 2005, and
attaches as Exhibit A hereto the information necessary to evidence
the proposed payment of Commercial Paper on such date. Each of the
other parties hereto accepts and agrees with the terms set forth
therein.
SECTION 2. Termination
of Liquidity Commitments and Liquidity Agreement . Pursuant to
Section 4.01(a) of the Liquidity Agreement, the CP Issuer hereby
gives written not
