FIRST AMENDMENT TO CLASS B CERTIFICATE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO CLASS B CERTIFICATE PURCHASE
AGREEMENT (this "Amendment"), dated as of August 3, 1999, is
entered into among by and among PRIME II RECEIVABLES CORPORATION
(the "Transferor"), FDS NATIONAL BANK (the "Servicer"), MARKET
STREET FUNDING CORPORATION (the "Class B Purchasers"), and PNC
BANK, NATIONAL ASSOCIATION (the "Agent").
RECITALS
WHEREAS, the Transferor, the Servicer, the Class B Purchaser
and the Agent are parties to that certain Class B Certificate
Purchase Agreement, dated as of July 6, 1999 (as amended,
supplemented or otherwise modified from time to time, the
"Agreement"); and
WHEREAS, The parties hereto desire to amend the Agreement 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:
. Certain Defined Terms. Capitalized terms that are
used herein without definition and that are defined in the
Agreement shall have the same meanings herein as therein defined.
. Amendments to Agreement. (a) Clause (a) of the
definition of "Commercial Paper Rate" that appears in Section 1.1
of the Agreement is hereby amended by inserting, after the word
"outstanding" and before the words "such Structured Purchaser,"
the words "on behalf of."
(b) The last sentence of Section 2.1(b) of the Agreement is
hereby amended and restated in its entirety to read as follows:
"It is understood and agreed that (i) except as provided in
the last sentence of Section 2.1(c), each Class B Purchaser
which is a Structured Purchaser, subject to the terms and
conditions of this Agreement, intends to fund its Noncommitted
Purchaser Percentage or Commitment Percentage, as the case may
be, of any and all Class B Investor Principal Balance offered
by the Transferor pursuant to Section 6.15 of the Pooling and
Servicing Agreement through the issuance of commercial paper,
to the extent that it is permitted and able in the ordinary
course of its business to issue commercial paper which is
rated not lower than the respective ratings assigned by
Moody's and Standard & Poor's on the date on which such
Structured Purchaser became a Class B Purchaser (without
increasing or otherwise modifying any letter of credit or
other enhancement provided to such Structured Purchaser or any
liquidity support provided to such Structured Purchaser by
Affected Parties), and (ii) notwithstanding anything else
herein to the contrary, under no circumstances shall the
Transferor or the Servicer be entitled to request such
Structured Purchaser to fund all or any portion of its Class B
Investor Principal Balance in any manner other than through
the issuance of commercial paper."
(c) Section 9.1 of the Agreement is hereby amended by
inserting after the last sentence in the first paragraph of
Section 9.1 the following sentence:
"The Agent shall promptly notify each Rating Agency of any
material amendment, modification, waiver and/or supplement to
this Agreement pursuant to this Section 9.1".
(d) Sections 6.2 and 9.12(b) of the Agreement are hereby
amended by replacing the words "Structured Lender" in each place
they appear in such Sections with the words "Structured
Purchaser."
. Representations and Warranties. Each of the parties
hereto hereby represents and warrants as follows:
(a) Representations and Warranties. The representations and
warranties contained in Section 4 of the 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 1999-1 Pay Out Event,
Servicer Default or Trust Payout Event exists or shall exist.
. Effect of Amendment. All provisions of the Agreement, as
expressly amended and modified by this Amendment, shall remain in
full force and effect. After this Amendment becomes effective,
all references in the Agreement (or in any other Related
Document) to "this Agreement", "hereof", "herein" or words of
similar effect referring to the Agreement shall be deemed to be
references to the Agreement 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.
. 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.
. 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.
. 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).
. 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 S. Storer
Name: Susan S. Storer
Title: President
FDS NATIONAL BANK,
as Servicer
By: /s/ Susan R. Robinson
Name: Susan R. Robinson
Title: Treasurer
MARKET STREET FUNDING CORPORATION,
as Class A Purchaser
By: /s/ Douglas K. Johnson
Name: Douglas K. Johnson
Title: President
PNC BANK, NATIONAL ASSOCIATION,
as Agent
By: /s/ John T. Smathers
Name: John T. Smathers
Title: Vice President