ELEVENTH AMENDMENT
TO
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This Eleventh Amendment dated as of March 23, 2000 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 Eleventh 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
Eleventh Amendment, shall continue in full force and effect among
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Eleventh 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
Title President
FDS NATIONAL BANK
By /s/ Susan R. Robinson
Title Treasurer
THE CHASE MANHATTAN BANK
By Jennifer Richardson
Title Assistant Vice President
EXHIBIT A
Opinion of Counsel
March 27, 2000
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 Deputy 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 Eleventh
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 Eleventh 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,
Dennis J. Broderick
SCHEDULE II
SCHEDULE OF LOCK-BOX ACCOUNTS
Bank Name Originator Bank Account #
Bank of America Illinois All Originators 8188500959
231 South Lasalle St.
Chicago, IL 60697
Norwest All Originators 6355064529
MAC N9305-031 Prime Receivable Corp.
Sixth and Marquette St. Cloud, MN
Minneapolis, MN 55479 56396-1205
Chase Manhattan Bank All Originators 323890075
Corporate Banking Electronic banking networks
Church Street Station
P.O. Box 932
New York, NY All Originators 400471302
10008-0932 Internet banking activity
SunTrust Bank Macy's A&S * 8801245864
Mail Code 5099 Electronic banking network
P.O. Box 4418
Atlanta, GA
30302
Firstar Burdines * 480366723
P.O. Box 1038 Dept
425 Walnut Street Mason, OH
Cincinnati, OH 45040-4585
45201-1036
Jordan Marsh * 480381425
P.O. Box
Mason, OH
45040-4583
Bloomingdales * 481442556
P.O. Box
Mason, OH
45040-4590
A & S * 481442598
P.O. Box
Mason, OH
45040-4580
Goldsmith's * 481442614
P.O. Box
Mason, OH
45040-4588
Rich's * 481442606
P.O. Box
Mason, OH
45040-4587
PNC Bank The Bon Marche * 4060027019
201 East 5th Street P.O. Box 8080
Cincinnati, Ohio 45201 Mason OH
45040-8080
Stern's * 4190002709
P.O. Box 8081
Mason OH
45040-8081
Lazarus * 4110175133
P.O. Box 4504
Mason OH
45040-4504
Macy's West ** 3001544986
P.O. Box 8021
Mason OH
45040-8021
Broadway Stores * 3001544994
P.O. Box 8022
Mason OH
45040-8022
FifthThird Bank Lazarus * 71527336
38 Fountain Sq. Plaza P.O. Box 0064
Cincinnati, Ohio 45263 Cincinnati, Ohio 45274
Notes:
* Account activity will transition to Chase Manhattan
banking network account beginning in April 2000. Account will be
closed by June 30, 2000.
** This account will remain intact and active.
