Exhibit 17.1



 








Exhibit 10.17.1









DEPARTMENT
STORES, INC.
          7 West Seventh Street - Cincinnati, Ohio 45202




August 22, 2005




Citibank, N.A.

701 E. 60th North

Sioux Falls, South Dakota 57104

Attention David Zimbeck




Ladies and Gentlemen:




          Reference is made to the Purchase, Sale and Servicing Transfer Agreement, dated as of June 1,
2005 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”),
among Citibank, N.A., Federated Department Stores, Inc., FDS Bank and Prime II Receivables
Corporation. Unless otherwise defined herein, capitalized terms used herein are used as defined in
the Purchase Agreement.




          In connection with the closing of the transactions to be effected in connection with the May
Merger, FDS wishes to effect a transfer of the Prime Stock pursuant to which, following completion
of the May Merger, the Prime Stock would be owned by Federated Retail Holdings Inc., a New York
corporation and a wholly-owned Subsidiary of FDS (“Federated Retail Holdings”). In accordance with
Section 6.2(a)(vi) of the Purchase Agreement, the Sellers hereby request that the Purchaser consent
to the foregoing transfer. In consideration for such consent, the Sellers agree that, FDS shall
cause Federated Retail Holdings (i) to remain as a direct wholly-owned subsidiary of FDS at all
times during the period from the effective date of this consent and amendment through the First
Closing and (ii) to sell, convey and assign the Prime Stock to the Purchaser at the First Closing
in accordance with Section 2.1 of the Purchase Agreement.




          The undersigned parties hereby agree to delete the definition of Sellers in the Purchase
Agreement in its entirety and replace it with the following:





     “‘Sellers’ means the collective reference to FDS, FDS Bank, Federated Retail Holdings
Inc. and Prime II; provided that with respect to the Second Purchase and Assumption (and the
obligations and conditions to be satisfied in connection therewith) and the Third Purchase
and Assumption (and the obligations and conditions to be satisfied in connection therewith),
the ‘Sellers’ shall mean FDS and FDS Bank.”



 









 





2




          The undersigned parties hereby further agree to delete the second sentence of Section 5.1(a)
of the Purchase Agreement in its entirety and replace it with the following:





     “Each of FDS, Prime, Prime II and Federated Retail Holdings Inc. is duly organized,
validly existing and in good standing under its jurisdiction of organization.”



          The undersigned parties hereby further agree to delete the second sentence of Section 5.1(q)
of the Purchase Agreement in its entirety and replace it with the following:





     “All of the issued and outstanding shares of Prime Common Stock are beneficially and
legally owned as of the date hereof by FDS, free and clear of all Liens, and will be
beneficially and legally owned on the date of the First Closing by Federated Retail Holdings
Inc., free and clear of all Liens.”



          This consent and amendment shall become effective at the time of the closing of the May
Merger. This consent and amendment shall be governed by and construed in accordance with the laws
of the State of Delaware applicable to contracts made and performed within such State, and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws. This consent and amendment may be executed in multiple counterparts.




 









 








3




          Please acknowledge your agreement with the foregoing by executing this consent and amendment
as indicated below.




	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	FEDERATED DEPARTMENT STORES, INC.
	 
	 	 
	 

	 	By: /s/ Dennis J. Broderick
	 

	 	Name: Dennis J. Broderick
	 

	 	Title: Senior Vice President, General Counsel
and Secretary
	 
	 	 
	 

	 	FDS BANK
	 
	 	 
	 

	 	By: /s/ Susan R. Robinson
	 

	 	Name: Susan R. Robinson
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	PRIME II RECEIVABLES CORPORATION
	 
	 	 
	 

	 	By: /s/ Susan P. Storer
	 

	 	Name: Susan P. Storer
	 

	 	Title: President






Agreed and Consented to by:




CITIBANK, N.A.




By: /s/ Ray Quinlan

Name: Ray Quinlan

Title: Executive Vice President





			
	cc:	 	Citigroup, Inc.

399 Park Avenue

New York, New York 10043

Attention: Andrew Felner




 









 


4







			
	 	 	
Shearman & Sterling

599 Lexington Avenue

New York, New York 10022-6069