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Exhibit 10.6.7
SEVENTH AMENDMENT TO
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This Seventh Amendment to the Amended and Restated Pooling and
Servicing Agreement, made as of May 14, 1996 (this "Amendment"), is among Prime
Receivables Corporation (the "Transferor"), FDS National Bank (successor
servicer to Federated Department Stores, Inc.), as servicer (in such capacity,
the "Servicer"), and Chemical Bank, as trustee (the "Trustee"). Capitalized
terms used in this Amendment and not otherwise defined have the meanings
assigned to such terms in the Pooling and Servicing Agreement (as defined
below).
PRELIMINARY STATEMENTS:
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1. The Purchaser, the Servicer and the Trustee are parties to
the Amended and Restated Pooling and Servicing Agreement dated as of December
15, 1992 (as amended, restated, supplemented or otherwise modified from time to
time, the "Pooling and Servicing Agreement").
2. The Transferor, the Servicer and the Trustee desire to
amend the Pooling and Servicing Agreement to revise Schedule II attached
thereto.
3. Section 13.01 of the Pooling and Servicing Agreement
permits the amendment of Schedules subject to certain conditions.
AGREEMENT
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The Transferor, the Servicer and the Trustee agree to the
following terms and conditions:
1. AMENDMENT. Schedule II to the Pooling and Servicing
Agreement is hereby deleted in its entirety and replaced with SCHEDULE II
attached to this Amendment.
2. CONDITIONS PRECEDENT. Attached to this Amendment as EXHIBIT
A is an Opinion of Counsel stating that the amendment to the Pooling and
Servicing Agreement effected by this Amendment does not adversely affect in any
material respect the Interests of any of the Investor Certificateholders, which
Opinion of Counsel is required to be delivered under Section 13.01 of the
Pooling and Servicing Agreement.
3. CONTINUING AGREEMENT. The Receivables Purchase Agreement,
as amended by this Amendment, continues in full force and effect among the
Transferor, the Servicer and the Trustee.
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Delivered as of the day and year above first written.
PRIME RECEIVABLES CORPORATION
By: /s/ Susan R. Robinson
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Name: Susan R. Robinson
Title: President
FDS NATIONAL BANK
By: /s/ JAMES R. GUDMENS
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Name: James R. Gudmens
Title: President
CHEMICAL BANK
By: /s/ DENNIS KILDEA
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Name: Dennis Kildea
Title: Trust Officer
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SCHEDULE II
LIST OF LOCK-BOX ACCOUNTS
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Star Bank Corporation Burdines 480-366-723
P.O. Box 1038 Dept. 4500
425 Walnut Street Cincinnati, OH
Cincinnati, OH 45274-4500
45201-1036
Jordan Marsh 480-381-1425
P.O. Box 8079
Mason, Ohio
45040-8079
PNC Bank The Bon Marche 426-002-7019
201 East 5th Street P.O. Box 8080
Cincinnati, OH Mason, Ohio
45201-1198 45040-8080
Stern's 419-000-2709
P.O. Box 8081
Mason, Ohio
45040-8081
Lazarus 411-017-5133
P.O. Box 4504
Mason, Ohio
45040-4504
Macy's West 300-1544986
P.O. Box 8021
Mason, Ohio
45040-8021
Broadway Stores 300-154-4994
P.O. Box 8022
Mason, Ohio
45040-8022
AmSouth Bank, N.A. Bloomingdale's 88-419-622
1900 Fifth Ave., North P.O. Box 11407
Birmingham, AL Drawer 0018
35203 Birmingham, AL
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35242-0018
Rich's 01-579-282
P.O. Box 11407
Drawer 0001
Birmingham, AL
35245-0001
Goldsmith's 73-233-579
P.O. Box 11407
Drawer 0012
Birmingham, AL
35245-0012
Abraham & Straus 69-116-059
P.O. Box 11407
Drawer 0008
Birmingham, AL
35245-0008
The Fifth Third Bank Lazarus 715-27336
38 Fountain Square Plaza P.O. Box 0064
Cincinnati, OH Cincinnati, OH
45263 45274-0064
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EXHIBIT A
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OPINION OF COUNSEL
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May 14, 1996
Prime Receivables Corporation Chemcial Bank, as Trustee
4705 Duke Drive 450 West 33rd Street
Mason, Ohio 45220 New York, NY 10001
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 Seventh 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 Seventh 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,
/s/ Dennis J. Broderick
Dennis J. Broderick