TENTH AMENDMENT TO
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This Tenth Amendment to Amended and Restated Pooling
and Servicing Agreement, made as of August 3, 1998 (this
"Amendment"), is among Prime Receivables Corporation (the
"Transferor"), FDS National Bank (successor servicer to Federated
Departments Stores, Inc.), as servicer (in such capacity, the
"Servicer"), and The Chase Manhattan Bank (successor to Chemical
Bank), as trustee (in such capacity, the "Trustee"). Capitalized
terms used in this Amendment and not otherwise defined have the
meanings assigned to such terms in the Pooling and Servicing
Agreement (as defined below).
PRELIMINARY STATEMENTS:
1. The Purchaser, the Servicer and the Trustee are
parties to the Amended and Restated Pooling and Servicing
Agreement dated as of December 15, 1992 (as amended, restated,
supplemented or otherwise modified from time to time, the
"Pooling and Servicing Agreement").
2. The Transferor, the Servicer and the Trustee
desire to amend the Pooling and Servicing Agreement more
accurately to reflect the calculation of finance changes
thereunder.
3. Section 13.01 of the Pooling and Servicing
Agreement permits the amendment of the Pooling and Servicing
Agreement subject to certain conditions.
AGREEMENT:
The Transferor, the Servicer and the Trustee agree to
the following terms and conditions:
1. Amendment. On the date of this Amendment,
Section 1.01 of the Pooling and Servicing Agreement is amended as
follows:
(a) The definition of "Default Amount" set forth in such
Section 1.01 is amended and restated in its entirety as follows:
"Default Amount" shall mean, on any
Business Day, (x) the aggregate Outstanding
Balance of Receivables in Accounts that
became Defaulted Accounts on such Business
Day that do not constitute finance charges,
late fees, or any other fee or charge minus
(y) the portion of the Ineligible Default
Amount that does not constitute finance
charges, late fees, or any other fee or
charge.
2. Conditions Precedent. (A) Attached to this
Amendment as Exhibit A is an Officer's Certificate of the
Servicer stating that the amendment to the Pooling and Servicing
Agreement effected by this Amendment does not adversely effect in
any material respect the interests of any of the
Certificateholders. Such Officer's Certificate is required to be
delivered under Section 13.01 of the Pooling and Servicing
Agreement.
(B) Attached to this Amendment as Exhibit B is an
Opinion of Counsel stating that the amendment to the Pooling and
Servicing Agreement effected by this Amendment will not cause the
Trust to be characterized for Federal income tax purposes as an
association taxable as a corporation or otherwise have any
material adverse effect on the Federal income taxation of any
outstanding Series of Investor Certificates or any Certificate
Owner. Such Opinion of Counsel is required to be delivered under
Section 13.01 of the Pooling and Servicing Agreement.
(C) Attached to this Amendment as Exhibit C are
written confirmations from the Rating Agencies to the effect the
current rating of any Series or any class of any Series will not
be reduced or withdrawn as a result of the amendment to the
Pooling and Servicing Agreement effected by Amendment. Such
confirmations are required to be delivered under Section 13.01 of
the Pooling and Servicing Agreement. The Servicer provided
written notice to each Rating Agency of the amount to the Pooling
and Servicing Agreement effected by this Amendment at least ten
Business Days prior to the date of this Amendment.
3. Continuing Agreement. The Pooling and Servicing
Agreement, as amended by this Amendment, continues in full force
and effect among the Transferor, the Servicer and the Trustee.
Delivered as of the day and year above first written.
PRIME RECEIVABLES CORPORATION
By:/s/ Susan P. Storer
Title: President
FDS NATIONAL BANK, as Servicer
By:/s/ Susan R. Robinson
Title: Treasurer
THE CHASE MANHATTAN BANK,
as Trustee
By:/s/ Trust Officer
Title: Trust Officer
EXHIBIT A
FDS NATIONAL BANK
OFFICER'S CERTIFICATE
Reference is made to the Amended and Restated Pooling
and Servicing Agreement dated as of December 15, 1992 (as
amended, restated, supplemented or otherwise modified from time
to time, the "Pooling and Servicing Agreement"), among Prime
Receivables Corporation, as transferor, FDS National Bank
(successor to Federated Department Stores, Inc.), as servicer
(the "Servicer"), and Chase Manhattan Bank (successor to Chemical
Bank), as trustee. Capitalized terms used in this officer's
certificate and not otherwise defined have the meanings set forth
for such terms in the Pooling and Servicing Agreement.
The undersigned the duly elected, qualified and acting
Treasurer of the Servicer, does hereby certify, pursuant to
Section 13.01 of the Pooling and Servicing Agreement, that the
Tenth Amendment to the Pooling and Servicing Agreement does not
adversely effect in any material respect the interests of any of
the Certificates.
IN WITNESS WHEREOF, the undersigned has hereunto set
his or her hand this third day of August, 1998.
FDS NATIONAL BANK
By:/s/ Susan R. Robinson
Title: Treasurer
EXHIBIT B
August 3, 1998
The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, NY 10001
Re: Prime Receivables, Inc. Amended and Restated Pooling &
Servicing Agreement dated as of December 15,1992 (as
amended, 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 Tenth Amendment
to the Agreement and the modification of the definition of
"Defaulted Amount" thereunder.
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 Tenth Amendment to
the Agreement and the modification of the definition of
"Defaulted Amount" as described in such Tenth Amendment will not,
in accordance with Section 13.01 of the Agreement, cause the
Trust to be characterized for Federal income tax purposes as an
association taxable as a corporation or otherwise have any
material adverse effect on the Federal income taxation of any
outstanding Series of Investor Certificates or any Certificate
Owner (capitalized terms used herein and not otherwise defined
have the meanings set forth for such terms in this Agreement).
Very truly yours,
Dennis J. Broderick
EXHIBIT C
August 3, 1998
Ms. Susan Storer
President
Prime Receivables Corporation
9111 Duke Boulevard
Mason, Ohio 45040
Re: Tenth Amendment to the Amended and Restated Pooling and
Servicing Agreement:
Dear Ms. Storer:
Standard and Poor's has reviewed the following amendment and has
concluded that such an amendment will not result in a reduction
or withdrawal of the rating on any class or series of Prime
Credit Card Master Trust investor certificates currently rated by
Standard and Poor's.
Tenth Amendment, dated as of August 3, 1998 to the
Amended and Restated Pooling and Servicing Agreement
dated as of December 15, 1992 by and among Prime
Receivables Corporation (the Transferor), FDS National
Bank (the Servicer), and The Chase Manhattan Bank (the
Trustee).
Standard & Poor's affirmation of the ratings contained in this
letter only addresses the effect of the proposed changes on the
last rating assigned by Standard & Poor's to the securities
referenced above. Ratings affirmation does not address the
effect of such changes on the rights or interests of the holders
of the securities under the documents or whether such changes are
permitted by the terms of the documents.
We are pleased to have been of assistance to you in this matter.
If you have any questions, or if we may be of further help,
please do not hesitate to contact us.
Very truly yours,
Joseph F. Sheridan
Managing Director
August 3, 1998
Chase Manhattan Bank, as Trustee
450 West 33 Street
New York, NY 10001
Re: Prime Credit Card Master Trust
Amendment No. 10 to the Restated Pooling and Servicing
Agreement dated August 3, 1998
Ladies and Gentlemen:
We have reviewed Amendment No. 10 dated as of August 3, 1998, to
the Restated Pooling and Servicing Agreement dated as of December
15, 1992, among Prime Receivables Corporation, FDS National Bank
of servicer, and The Chase Manhattan Bank as trustee. Please be
advised that Amendment No. 10, will not result in the reduction
or withdrawal of our rating of any of the outstanding series
issued from Prime Credit Card Master Trust.
Thank you for using our services.
Sincerely,
Latonia D. Dukes
Assistant Vice President
Analyst