<PAGE>
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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto h
