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., (GE Bank). GE Bank owns all of the Macys credit card accounts originated prior to December 19, 1994, when R.H. Macy&nb

Contract Categories: Business Finance - Credit Agreements
EX-10.7.12 4 l06445aexv10w7w12.txt EX-10.7.12 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 ----------------------------------------- Title: Vice President BURDINES, INC. By: /s/ Neal J. Glueck ----------------------------------------- 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 ----------------------------------------- Title: Vice President THE BON, INC. By: /s/ Neal J. Glueck ----------------------------------------- Title: Vice President FEDERATED WESTERN PROPERTIES, INC., Assignee of Broadway Stores, Inc. By: /s/ Richard C. Fiddes ----------------------------------------- Title: Vice President MACY'S EAST, INC., as successor in interest to Abraham & Straus and Jordan Marsh Stores Corporation By: /s/ Neal J. Glueck ----------------------------------------- Title: Vice President FDS BANK Date: April 9, 2003 By: /s/ Susan R. Robisnon ----------------------------------------- Title: Treasurer THE PURCHASER: PRIME RECEIVABLES CORPORATION Date: April 9, 2003 By: /s/ Susan P. Storer ----------------------------------------- Title: President SCHEDULE IV 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 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 -------------------------------------------- Name: Susan R. Robinson Title: Treasurer