Exhibit 10.7.12
TWELFTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Twelfth Amendment to Receivables Purchase Agreement dated as of
April 9, 2003 (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:
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 Twelfth 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 Twelfth Amendment
shall continue in full force and effect among the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Twelfth
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/ Neal J. Glueck
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Title: Vice President
BURDINES, INC.
By: /s/ Neal J. Glueck
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Title: Vice President
RICH'S DEPARTMENT STORES, INC.
(formerly Lazarus, Inc. and successor by
merger to Rich's Department Stores, Inc.)
By: /s/ Neal J. Glueck
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Title: Vice President
THE BON, INC.
By: /s/ Neal J. Glueck
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Title: Vice President
FEDERATED WESTERN PROPERTIES, INC.,
Assignee of Broadway Stores, Inc.
By: /s/ Richard C. Fiddes
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Title: Vice President
MACY'S EAST, INC.,
as successor in interest to Abraham & Straus
and Jordan Marsh Stores Corporation
By: /s/ Neal J. Glueck
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Title: Vice President
FDS BANK
Date: April 9, 2003 By: /s/ Susan R. Robisnon
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Title: Treasurer
THE PURCHASER:
PRIME RECEIVABLES CORPORATION
Date: April 9, 2003 By: /s/ Susan P. Storer
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Title: President
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
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
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 April 9, 2003 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: April 9, 2003 /s/ Susan R. Robinson
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Name: Susan R. Robinson
Title: Treasurer