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Exhibit 10.6.8
EIGHTH AMENDMENT
TO
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This Eighth Amendment dated as of March 3, 1997 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 THE CHASE MANHATTAN BANK, as successor
in interest to 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 and Restated Pooling and Servicing Agreement as of December 15, 1992, as
amended from time to time (the "Pooling and Servicing Agreement");
WHEREAS, the Transferor, the Servicer and the Trustee wish to amend
Schedule II 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. Schedule II as attached to the Pooling and Servicing Agreement is
hereby deleted in its entirety and Schedule II attached hereto is substituted
therefor.
2. Attached hereto is an Opinion of Counsel stating that the amendment
to the Pooling and Servicing Agreement effected by this Eighth Amendment does
not adversely affect in any material respect the interests of the
Certificateholders, as defined in the Pooling and Servicing Agreement.
3. The Pooling and Servicing Agreement, as amended by this Eighth
Amendment, shall continue in full force and effect among the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
PRIME RECEIVABLES CORPORATION
By: /s/ Susan P. Storer
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Title: President
FDS NATIONAL BANK
By: /s/ Susan R. Robinson
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Title: Treasurer
THE CHASE MANHATTAN BANK
By: /s/ Dennis Kildea
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Title: Trust Officer
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EXHIBIT A
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OPINION OF COUNSEL
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March 3, 1997
Prime Receivables Corporation The Chase Manhattan Bank,
as Trustee
4705 Duke Drive 450 West 33rd Street
Mason, Ohio 45220 New York, NY 10001
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 Receivables Corporation, a
Delaware corporation ("Prime"), I have acted as counsel to Prime in connection
with the Eighth Amendment to the Agreement and the substitution of Schedule II
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 Eighth Amendment to the Agreement and the deletion of the
current Schedule II to the Agreement and substitution therefor with an amended
Schedule II do not, in accordance with Section 13.01 of the Agreement, adversely
affect in any material respect the interest of any of the Investor
Certificateholders, as such term is defined in the Agreement.
Very truly yours,
/s/ Dennis J. Broderick
Dennis J. Broderick
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Schedule 2
3/3/97
List of Lock-Box Accounts
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Star Bank Corporation Burdines 480-366-723
P.O. Box 1038 Dept. 4500
425 Walnut Street Cincinnati, OH
Cincinnati, OH 45274-4500
45201-1036
Macy's East, Inc., 480-381-1425
as successor in interest to,
Jordan Marsh
P.O. Box 8079
Mason, Ohio
45040-8079
PNC Bank The Bon Marche 426-002-7019
201 East 5th Street P.O. Box 8080
Cincinnati, OH Mason, Ohio
45201-1198 45040-8080
Stern's 419-000-2709
P.O. Box 8081
Mason, Ohio
45040-8081
Lazarus 411-017-5133
P.O. Box 4504
Mason, Ohio
45040-4504
Macy's West 300-1544986
P.O. Box 8021
Mason, Ohio
45040-8021
Broadway Stores 300-154-4994
P.O. Box 8022
Mason, Ohio
45040-8022
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AmSouth Bank, N.A. Bloomingdale's 88-419-622
1900 Fifth Ave., North P.O. Box 11407
Birmingham, AL Drawer 0018
35203 Birmingham, AL
35242-0018
Rich's 01-579-282
P.O. Box 11407
Drawer 0001
Birmingham, AL
35245-0001
Goldsmith's 73-233-579
P.O. Box 11407
Drawer 0012
Birmingham, AL
35245-0012
Macy's East, Inc., 69-116-059
as successor in interest to,
Abraham & Straus
P.O. Box 11407
Drawer 0008
Birmingham, AL
35245-0008
The Fifth Third Bank Lazarus 715-27336
38 Fountain Square Plaza P.O. Box 0064
Cincinnati, OH Cincinnati, OH
45263 45274-0064
Bank of America Illinois All Originators 7118821
231 South LaSalle Street
Chicago, IL 60697