The Companys financial, administrative and credit services subsidiary, FACS Group, Inc. (FACS), provides credit processing, collections, customer service and credit marketing services for the proprietary credit programs of the Companys retail operating divisions in respect of all proprietary and non-proprietary credit card accounts owned by the Company and credit processing, customer service and credit marketing for those accounts owned by GE Capital Consumer Card Co

Contract Categories: Business Finance - Credit Agreements
EX-10.3.13 3 l06445aexv10w3w13.txt EX-10.3.13 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 ###-###-#### 231 South Lasalle St. Chicago, IL 60697 Wells Fargo Bank ** All Originators ###-###-#### MAC N9305-031 Prime Receivable Corp. Sixth and Marquette St. Cloud, MN Minneapolis, MN 55479 ###-###-#### JPMorgan Chase Bank All Originators ###-###-#### 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 ###-###-#### 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