PRIME RECEIVABLES CORPORATION
Transferor
FDS NATIONAL BANK
Servicer
and
THE CHASE MANHATTAN BANK
Trustee
on behalf of the Series 1992-2 Certificateholders
____________________________________________
FIRST AMENDMENT
SERIES 1992-2 SUPPLEMENT
Dated as of August 28, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of December 15, 1992
_________________________________
$450,000,000 7.45% Class A-2 Asset Backed
Certificates, Series 1992-2
$40,500,000 7.95% Class B-2 Asset Backed
Certificates, Series 1992-2
$55,000,000 8.45% Class C-1 Asset Backed
Certificates, Series 1992-2
PRIME CREDIT CARD MASTER TRUST
FIRST AMENDMENT dated as of August 28, 1997 (the
"First Amendment"), to SERIES 1992-2 SUPPLEMENT, dated as of
December 15, 1992, by and among PRIME RECEIVABLES CORPORATION,
as Transferor (the "Transferor"), FDS NATIONAL BANK (as
successor servicer to Federated Department Stores, Inc.) as
Servicer (the "Servicer"), and THE CHASE MANHATTAN BANK
(formerly Chemical Bank), as Trustee (the "Trustee") under the
Pooling and Servicing Agreement dated as of December 15, 1992
among the Transferor, the Servicer and the Trustee (as may be
amended, modified or supplemented from time to time, the
"Pooling and Servicing Agreement").
WHEREAS, the Transferor, Servicer and the Trustee
have heretofore executed and delivered the Series 1992-2
Supplement dated as of December 15, 1992 (the "Series 1992-2
Supplement") to the Pooling and Servicing Agreement;
WHEREAS, Section 13.01(a) of the Master Pooling and
Servicing Agreement provides that the Servicer, the Transferor
and the Trustee, without the consent of the Series 1992-2
Certificateholders, may amend the Series 1992-2 Supplement
from time to time upon the satisfaction of certain conditions;
WHEREAS, the Servicer and Transferor and the Trustee
desire to amend the Series 1992-2 Supplement as set forth
below; and
WHEREAS, all conditions precedent to the execution
of this Amendment have been complied with;
NOW, THEREFORE, the Servicer, the Transferor and the
Trustee are executing and delivering this Amendment in order
to amend the Series 1992-2 Supplement in the following manner.
Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Pooling and Servic
ing Agreement and the Series 1992-2 Supplement.
SECTION 1.1 Definitions. (a) Section 2 of the
Series 1992-2 Supplement shall be amended by replacing the
definition of "Invested Amount" contained therein with the
following:
"Invested Amount" shall mean, when used with respect
to any Business Day, an amount equal to the sum of (a) the
Class A Adjusted Invested Amount as of such date, (b) the
Class B Invested Amount as of such date and (c) the Class C
Invested Amount as of such Business Day; provided, however,
that for purposes of calculating the "Pool Factor" for Series
1992-2 the amount specified in clause (a) above shall be the
Class A Invested Amount.
(b) Section 2 of the Series 1992-2 Supplement shall
be further amended by replacing the definition of "Portfolio
Yield" contained therein with the following:
"Portfolio Yield" shall mean for the Series 1992-2
Certificates, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator
of which is an amount equal to the sum of (i) the aggregate
Total Finance Charge Collections for such Monthly Period,
calculated on a cash basis plus (ii)(a) the interest and other
investment income earned from amounts on deposit in the
Principal Funding Account which shall be available on the
related Distribution Date and (b) amounts allocated to Certifi
cateholders pursuant to Subsection 4.10(a) hereof with respect
to each Business Day in such Monthly Period minus the aggre
gate Investor Default Amount for such Monthly Period, and the
denominator of which is the sum of (i) the average daily
Invested Amount and (ii) the average amount on deposit in the
Principal Funding Account on each day during the preceding
Monthly Period.
SECTION 2.1 Ratification of Series 1992-2 Supple
ment. As amended by this First Amendment, the Series 1992-2
Supplement is in all respects ratified and confirmed, and the
Series 1992-2 Supplement as so amended by this First Amendment
shall be read, taken and construed as one and the same instru
ment.
SECTION 3.1 No Waiver. The execution and delivery
of this First Amendment shall not constitute a waiver of a
past default under the Pooling and Servicing Agreement or
impair any right consequent thereon.
SECTION 4.1 Counterparts. This First Amendment may
be executed simultaneously in any number of counterparts, each
of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute one and the same
instrument.
SECTION 5.1 GOVERNING LAW. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS,
AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
IMMUNITY AND STANDARD OF CARE OF THE TRUSTEE IN THE
ADMINISTRATION OF THE TRUST HEREUNDER SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.
SECTION 6.1 Effective Date. This First Amendment
shall become effective as of the day and year first above
written.
IN WITNESS WHEREOF, the Servicer, the Transferor and
the Trustee have caused this First Amendment to be duly executed
by their respective officers, thereunto duly authorized, as of
the day and year first above written.
PRIME RECEIVABLES CORPORATION
Transferor
By: /s/ Susan P. Storer
Name: Susan P. Storer
Title: President
FDS NATIONAL BANK,
Servicer
By: /s/ Susan R. Robinson
Name: Susan R. Robinson
Title: Treasurer
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Ruth McKenna
Name: Ruth McKenna
Title: Trust Officer