Exhibit 10.3.13
THIRTEENTH AMENDMENT
TO
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This Thirteenth Amendment dated as of April 9, 2003 to the Amended and
Restated Pooling and Servicing Agreement dated as of December 15, 1992 is among
PRIME RECEIVABLES CORPORATION (the "Transferor"), FDS BANK (formerly FDS
National Bank), a federal savings bank (the "Servicer") and JPMORGAN CHASE BANK,
as successor in interest to The Chase Manhattan Bank, as Trustee (in such
capacity, the "Trustee").
W I T N E S S E T H
WHEREAS, the Transferor, the Servicer and the Trustee entered into an
Amended and Restated Pooling and Servicing Agreement as of December 15, 1992, as
amended from time to time (the "Pooling and Servicing Agreement");
WHEREAS, the Transferor, the Servicer and the Trustee wish to amend
Schedule II of the Pooling and Servicing Agreement;
WHEREAS, Section 13.01 of the Pooling and Servicing Agreement permits
the amendment of Schedules subject to certain conditions;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto hereby agree as follows:
1. Schedule II as attached to the Pooling and Servicing Agreement
is hereby deleted in its entirety and Schedule II attached hereto is substituted
therefor.
2. Attached hereto is an Opinion of Counsel stating that the
amendment to the Pooling and Servicing Agreement effected by this Thirteenth
Amendment does not adversely affect in any material respect the interests of the
Certificateholders, as defined in the Pooling and Servicing Agreement.
3. The Pooling and Servicing Agreement, as amended by this
Thirteenth Amendment, shall continue in full force and effect among the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
PRIME RECEIVABLES CORPORATION
By /s/ Susan P. Storer
---------------------------------
Title President
FDS BANK
By /s/ Susan R. Robinson
---------------------------------
Title Treasurer
JPMORGAN CHASE BANK
By /s/ Wen Wang
---------------------------------
Title Assistant Vice President
-----------------------------
OPINION OF COUNSEL
April 9, 2003
Prime Receivables Corporation JPMorgan Chase Bank,
7 West Seventh Street as Trustee
Cincinnati, OH 45202 4 New York Plaza
6th Floor
Attn: Structured Finance Administration
New York, NY 10004
Re: Prime Receivables, Inc. Amended and Restated Pooling &
Servicing Agreement dated as of December 15, 1992 (the
"Agreement")
Ladies and Gentlemen:
As General Counsel of Federated Department Stores, Inc., a
Delaware corporation, the ultimate parent of Prime Receivables Corporation, a
Delaware corporation ("Prime"), I have acted as counsel to Prime in connection
with the Thirteenth Amendment to the Agreement and the substitution of Schedule
II of the Agreement.
I have examined such documents, records and matters of law as
I have deemed necessary for purposes of this opinion. Based thereon, I am of the
opinion that the Thirteenth Amendment to the Agreement and the deletion of the
current Schedule II to the Agreement and substitution therefor with an amended
Schedule II do not, in accordance with Section 13.01 of the Agreement, adversely
affect in any material respect the interest of any of the Investor
Certificateholders, as such term is defined in the Agreement.
Very truly yours,
Dennis J. Broderick
SCHEDULE II
SCHEDULE OF LOCK-BOX ACCOUNTS
Bank Name Originator Bank Account #
--------- ---------- --------------
Bank of America Illinois All Originators 8188500959
231 South Lasalle St.
Chicago, IL 60697
Wells Fargo Bank ** All Originators 6355064529
MAC N9305-031 Prime Receivable Corp.
Sixth and Marquette St. Cloud, MN
Minneapolis, MN 55479 56396-1205
JPMorgan Chase Bank All Originators 323890075
4 New York Plaza, 6th Fl. Electronic banking networks
Structured Finance Admin. All Originators 400471302
New York, NY 10004-2413 Internet banking activity
PNC Bank Macy's 3001544986
201 East 5th Street P.O. Box 8021
Cincinnati, Ohio 45201 Mason OH 45040-8021
FifthThird 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 96838-0001
USBank All Originators 153910082020
425 Walnut Street P.O. Box 45071-9088
Cincinnati, Ohio 45202 Westchester, Ohio 45071
** To be closed by July 31, 2003