FIRST AMENDMENT TO SERIES 1997-1 VARIABLE
FUNDING SUPPLEMENT
THIS FIRST AMENDMENT TO SERIES 1997-1 VARIABLE FUNDING
SUPPLEMENT (this "Amendment"), dated as of June 19, 2000, is
entered into by and among PRIME II RECEIVABLES CORPORATION (the
"Transferor"), FDS NATIONAL BANK (the "Servicer"), and THE CHASE
MANHATTAN BANK (the "Trustee").
RECITALS
WHEREAS, the Transferor, the Servicer and the Trustee are
parties to that certain Series 1997-1 Variable Funding
Supplement, dated as of January 22, 1997 (as amended,
supplemented or otherwise modified from time to time, the
"Supplement") to the Pooling and Serving Agreement, dated as of
January 22, 1997, among the Transferor, the Servicer and the
Trustee (as amended, supplemented or otherwise modified from time
to time, the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Supplement
as hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Certain Defined Terms. Capitalized terms that are used
herein without definition and that are defined in the Supplement
shall have the same meanings herein as therein defined.
2. Amendments to Agreement.
(a) Section 2 of the Supplement is hereby amended by
inserting the following definitions in their alphabetically
determined places:
"`AAA Reserve Account Trigger' shall mean, with respect
to any Determination Date (i) the Payment Rate Percentage
for the Monthly Period immediately preceding such
Determination Date being less than 18%, (ii) the Delinquency
Ratio for the Monthly Period immediately preceding such
Determination Date being greater than 5%, or (iii) the
Charge Off Ratio for the Monthly Period immediately
preceding such Determination Date being greater than 10%.
`Automatic Addition Percentage' shall mean for any date
of determination (i) if an AAA Reserve Account Trigger has
occurred and is continuing on such date of determination,
2.0%, and (ii) on any other date of determination, 0.0%;
provided, that if a Reserve Account Increase Notice shall
have been delivered and an AAA Reserve Account Trigger has
occurred and is continuing, the Automatic Addition
Percentage shall not exceed 100% minus the Enhancement
Percentage then in effect.
`Charge Off Ratio' shall mean, with respect to any
Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is the Investor Default
Amount for such Monthly Period and the denominator of which
is the average daily Invested Amount during such Monthly
Period.
`Delinquency Ratio' shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount of all
Receivables that were more than 60 days past due as of the
end of each billing cycle during such Monthly Period and the
denominator of which is the aggregate amount of all
Receivables as of the end of each billing cycle during such
Monthly Period."
(b) The definition of Required Reserve Amount in Section 2
of the Supplement is hereby amended and restated in its entirety
to read as follows:
"`Required Reserve Amount' shall mean, with respect to
any Business Day, the product of (i) the sum of (A)
Automatic Addition Percentage for such Business Day, and (B)
the Enhancement Percentage for such Business Day, times (ii)
during the Revolving Period, the Invested Amount on such
Business Day or, during the Amortization Period, the
Invested Amount on the last day of the Revolving Period;
provided that during the Amortization Period, the Required
Reserve Amount on any Business Day shall not exceed the
Invested Amount on such Business Day."
(c) Section 4.9(a) of the Agreement is hereby amended by
adding the following sentence at the end of such Section:
"Notwithstanding any other provision of this Agreement, the
Transferor may at any time and from time to time in the
Transferor's discretion deposit funds directly into the
Reserve Account."
(d) Section 5.2(ix) of the Agreement is hereby amended and
restated in its entirety to read as follows:
"(ix) the Excess Spread Percentage, the Excess Spread
Enhancement Cap Percentage, the Payment Rate Percentage, the
Payment Rate Enhancement Cap Percentage, the Enhancement
Percentage, the Charge Off Ratio, the Delinquency Ratio and
the Automatic Addition Percentage for the related Monthly
Period;"
(e) Section 17 of the Agreement is hereby amended and
restated in its entirety to read as follows:
"Automatic Additional Accounts. The Transferor shall
not elect to terminate or suspend the inclusion of Automatic
Additional Accounts without the prior written consent of the
Administrative Agent acting on behalf of the Holders of
Series 1997-1 Variable Funding Certificates as provided in
Section 19 of this Variable Funding Supplement; provided,
that if, on any Distribution Date immediately following a
Determination Date on which an AAA Reserve Account Trigger
occurred, the amount on deposit in the Reserve Account
(without giving effect to any amounts deposited therein as a
result of the Enhancement Percentage being greater than zero
on such Determination Date) is less than the product of (i)
the Automatic Addition Percentage on such Distribution Date,
times (ii) during the Revolving Period, the Invested Amount
on such Distribution Date or, during the Amortization
Period, the Invested Amount on the last day of the Revolving
Period (a "Suspension Event"), the Transferor will, in
accordance with Section 2.6 of the Agreement, declare a
Suspension Date; provided, further, that, if either (x) on
any subsequent day the amount on deposit in the Reserve
Account (without giving effect to any amounts deposited
therein as a result of the Enhancement Percentage being
greater than zero) is at least equal to the product of
clauses (i) and (ii) above, or (y) on any subsequent
Determination Date no AAA Reserve Account Trigger is
continuing, the Transferor may, in its sole discretion,
declare a Resumption Date."
3. Representations and Warranties. The Transferor and the
Servicer each hereby represents and warrants as follows:
(a) Representations and Warranties. The
representations and warranties contained in Section 4 of the
Class A Certificate Purchase Agreement and the Class B
Certificate Purchase Agreement are true and correct as of
the date hereof.
(b) No Default. Both before and immediately after
giving effect to this Amendment and the transactions
contemplated hereby no Termination Event, Series 1997-1 Pay
Out Event, Servicer Default or Trust Payout Event exists or
shall exist.
4. Effect of Amendment. All provisions of the Supplement,
as expressly amended and modified by this Amendment, shall remain
in full force and effect. After this Amendment becomes
effective, all references in the Supplement (or in any related
document) to "this Supplement", "hereof', "herein" or words of
similar effect referring to the Supplement shall be deemed to be
references to the Supplement as amended by this Amendment. This
Amendment shall not be deemed, either expressly or impliedly, to
waive, amend or supplement any provision of the Agreement other
than as set forth herein.
5. Effectiveness. This Amendment shall become effective
as of the date hereof upon receipt by the Agent of counterparts
of this Amendment (whether by facsimile or otherwise) executed by
each of the other parties hereto, in form and substance
satisfactory to the Agent in its sole discretion.
6. Consent of Holder of Class C Certificates. The
Transferor, in its capacity as holder of all of the outstanding
Class C Certificates (as defined in the Supplement), by its
execution below hereby consents to the terms of this Amendment
and the changes to the Agreement or the Supplement contemplated
hereby.
7. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties on separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall
constitute but one and the same instrument.
8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the internal laws of the State
of New York (without regard to any otherwise applicable
principles of conflicts of law).
9. Section Headings. The various headings of this
Amendment are included for convenience only and shall not affect
the meaning or interpretation of this Amendment, the Agreement or
any provision hereof or thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.
PRIME II RECEIVABLES CORPORATION,
as Transferor
By: /s/ Susan P. Storer
Name: Susan P. Storer
Title: President
FDS NATIONAL BANK,
as Servicer
By: /s/ Susan R. Robinson
Name: Susan R. Robinson
Title: Treasurer
THE CHASE MANHATTAN BANK, as
Trustee
By: /s/ Jennifer Richardson
Name: Jennifer Richardson
Title: Assistant Vice President
The undersigned, as Administrative Agent, hereby
consents to the Transferor's declaration of Suspension
Dates from time to time pursuant to Section 17 of the
Agreement as set forth above in this Amendment.
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH, as Administrative Agent
By: /s/ Michael W. Koenitzer
Name: Michael W. Koenitzer
Title: Vice President
By: /s/ Matthew J. Monaco
Name: Matthew J. Monaco
Title: Associate