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SIXTH AMENDMENT
TO
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This Sixth Amendment, dated as of July 27, 1995, to the Amended and
Restated Pooling and Servicing Agreement, dated as of December 15, 1992, is
entered into among PRIME RECEIVABLES CORPORATION, a Delaware corporation (the
"Transferor"), FDS NATIONAL BANK, a national banking corporation (the
"Servicer") and CHEMICAL BANK, a New York banking corporation, as Trustee (the
"Trustee").
W I T N E S S E T H
WHEREAS, the Transferor, the Servicer, and the Trustee are parties to
an Amended and Restated Pooling and Servicing Agreement, dated as of December
15, 1992 (as amended and supplemented from time to time, the "Pooling and
Servicing Agreement");
WHEREAS, the Transferor, the Servicer, and the Trustee desire to amend
Exhibit C to the Pooling and Servicing Agreement;
WHEREAS, Section 13.01 of the Pooling and Servicing Agreement permits
the amendment of exhibits thereto; and
WHEREAS, an Opinion of Counsel stating that the amendment to the
Pooling and Servicing Agreement effected by this Sixth Amendment does not
adversely affect in any material respect the interests of the Certificateholders
(as such term is defined in the Pooling and Servicing Agreement) is attached
hereto;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto hereby agree as follows:
1. Exhibit C to the Pooling and Servicing Agreement is hereby deleted
and replaced in its entirety with Exhibit C attached hereto.
2. The Pooling and Servicing Agreement, as amended by this Sixth
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 Sixth 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/ James R. Gudmens
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Title President
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CHEMICAL BANK
By /s/ Charles Dooley
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Title Vice President
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July 27, 1995
Chemical Bank, as Trustee
450 West 33rd Street
New York, NY 10001
Attention: Corporate Trustee Administration
Re: AMENDED AND RESTATED POOLING & SERVICING AGREEMENT, DATED AS
OF DECEMBER 15, 1992, AMONG PRIME RECEIVABLES CORPORATION,
FEDERATED DEPARTMENT STORES, INC., AND CHEMICAL BANK, AS
TRUSTEE (AS AMENDED, THE "AGREEMENT")
Ladies and Gentlemen:
As General Counsel of Federated Department Stores, Inc., I have acted
as counsel to Prime Receivables Corporation in connection with the Sixth
Amendment to the Agreement (the "Amendment").
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 Amendment, and the deletion of the current Exhibit C to
the Agreement and the replacement therefor with an amended
Exhibit C pursuant to the Amendment, do not adversely affect
in any material respect the interest of any of the Investor
Certficateholders (as such term is defined in the Agreement).
Very truly yours,
/s/ Dennis J. Broderick
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Dennis J. Broderick