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FOURTH AMENDMENT
TO
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This Fourth Amendment dated as of January 18, 1995 to the Amended and
Restated Pooling and Servicing Agreement dated as of December 15, 1992 is among
PRIME RECEIVABLES CORPORATION (the "Transferor"), FDS NATIONAL BANK, a national
banking corporation (the "Servicer") and CHEMICAL BANK, as Trustee (in such
capacity, the "Trustee").
W I T N E S S E T H
WHEREAS, the Transferor, the Servicer and the Trustee entered into an
Amended ad Restated Pooling and Servicing Agreement as of December 15, 1992 (the
"Pooling and Servicing Agreement");
WHEREAS, the Transferor, the Servicer and the Trustee wish to amend
Exhibit C of the Pooling and Servicing Agreement;
WHEREAS, Section 13.01 of the Pooling and Servicing Agreement permits
the amendment of Schedules subject to certain conditions;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto hereby agree as follows:
1. Exhibit C as attached to the Pooling and Servicing Agreement is
hereby deleted in its entirety and Exhibit C attached hereto is substituted
therefor.
2. Attached hereto is an Opinion of Counsel stating that the amendment
to the Pooling and Servicing Agreement affected by this Fourth Amendment does
not adversely affect in any material respect the interests of the
Certificateholders.
3. The Pooling and Servicing Agreement, as amended by this Fourth
Amendment shall continue in full force and affect among the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
PRIME RECEIVABLES CORPORATION
By /s/ Susan R. Robinson
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Title President
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FDS NATIONAL BANK
By /s/ Susan P. Storer
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Title Chief Financial Officer and Treasurer
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CHEMICAL BANK, AS TRUSTEE
By /s/ Regina Bishop
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Title Assistant Vice President
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January 18, 1995
Chemical Bank, as Trustee
Corporate Trust Group
450 West 33rd Street
New York, NY 10001
Prime Receivables Corporation
4705 Duke Drive
Mason, OH 45220
Re: Prime Receivables, Inc. Amended and Restated Pooling &
Servicing Agreement dated as of December 15, 1992 (the
"Agreement")
Ladies and Gentlemen:
As General Counsel of Federated Department Stores, Inc., a Delaware
corporation, the ultimate parent of Prime Recievables Corporation, a Delaware
corporation ("Prime"), I have acted as counsel to Prime in connection with the
Fourth Amendment to the Agreement and the substitution of Exhibit C of the
Agreement.
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 Fourth Amendment to the Agreement and the deletion of the
current Exhibit C to the Agreement and the substitution
therefor with an amended Exhibit C do not, in accordance with
Section 13.01 of the Agreement, adversely affect in any
material respect the interest of any of the Investor
Certficateholders, as such term is defined in the Agreement.
Sincerely,
/s/ Dennis J. Broderick
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Dennis J. Broderick