EX-10.3.12 3 l93551aex10-3_12.txt EX-10.3.12 Exhibit 10.3.12 TWELFTH AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT This Twelfth Amendment dated as of November 20, 2001 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 JP MORGAN CHASE BANK, as successor in interest to The Chase Manhattan Bank, as Trustee (in such capacity, the "TRUSTEE"). WITNESSETH ---------- 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 Twelfth 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 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. PRIME RECEIVABLES CORPORATION By /s/ Susan P. Storer --------------------------------------------- Title President ------------------------------------------ FDS BANK By /s/ Susan R. Robinson --------------------------------------------- Title Treasurer ------------------------------------------ JP MORGAN CHASE BANK By /s/ Derek Ally --------------------------------------------- Title Assistant Vice President ------------------------------------------ OPINION OF COUNSEL ------------------ November 20, 2001 Prime Receivables Corporation JP Morgan Chase Bank, as Trustee 7 West Seventh Street 450 West 33rd Street Cincinnati, OH 45202 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 Deputy 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 Twelfth 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 Twelfth 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/ John R. Sims John R. Sims 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 Norwest All Originators 6355064529 MAC N9305-031 Prime Receivable Corp. Sixth and Marquette St. Cloud, MN Minneapolis, MN 55479 56396-1205 JP Morgan Chase Bank All Originators 323890075 Corporate Banking Electronic banking networks Church Street Station P.O. Box 932 New York, NY All Originators 400471302 10008-0932 Internet banking activity PNC Bank Macy's 3001544986 201 East 5th Street P.O. Box 8021 Cincinnati, Ohio 45201 Mason OH 45040-8021 Fifth Third 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 96838-001