FIFTH AMENDMENT
TO
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
This Fifth Amendment dated as of April 30, 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. 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 affected by this Fifth Amendment does not
adversely affect in any material respect the interests of the
Certificateholders.
3. The Pooling and Servicing Agreement, as amended by this Fifth
Amendment shall continue in full force and affect among the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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
By /s/ Charles Dooley
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Title Vice President
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Schedule II
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 45274-4500
Cincinnati, OH 45201-1036
Jordan Marsh 480-381-1425
P.O. Box 8079
Mason, OH 45040-8079
PNC Bank The Bon Marche 426-002-7019
201 East 5th Street P.O. Box 8080
Cincinnati, OH 45201-1198 Mason, OH 45040-8080
Stern's 419-000-2709
P.O. Box 8081
Mason, OH 45040-8081
Lazarus 411-017-5133
P.O. Box 4504
Mason, OH 45040-4504
PNC Bank, N.A. Lazarus PA, Inc. 100-30967
1 Olive Plaza Attn: Cashier
210 Sixth Ave. 501 Penn Ave.
Pittsburgh, PA 15265 Pittsburgh, PA 15285-0001
AmSouth Bank, N.A. Bloomingdale's 88-419-622
1900 Fifth Ave., North P.O. Box 11407
Birmingham, AL 35203 Drawer 0018
Birmingham, AL 35245-0018
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
Abraham & Straus 69-116-059
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 45263 Cincinnati, OH 45274-0064
SunTrust Bank Macy's 8801-245864
P.O. Box 4418 P.O. Box 9772
25 Park Place Macon, GA 32106
Atlanta, GA 30302
Macy's
P.O. Box 9773
Macon, GA 32106