0000794367-97-000024 Sample Contracts

FIRST AMENDMENT
Pooling and Servicing Agreement • December 16th, 1997 • Federated Department Stores Inc /De/ • Retail-department stores • New York

FIRST AMENDMENT dated as of August 28, 1997 (the "First Amendment"), to SERIES 1992-2 SUPPLEMENT, dated as of December 15, 1992, by and among PRIME RECEIVABLES CORPORATION, as Transferor (the "Transferor"), FDS NATIONAL BANK (as successor servicer to Federated Department Stores, Inc.) as Servicer (the "Servicer"), and THE CHASE MANHATTAN BANK (formerly Chemical Bank), as Trustee (the "Trustee") under the Pooling and Servicing Agreement dated as of December 15, 1992 among the Transferor, the Servicer and the Trustee (as may be amended, modified or supplemented from time to time, the "Pooling and Servicing Agreement"). WHEREAS, the Transferor, Servicer and the Trustee have heretofore executed and delivered the Series 1992-2 Supplement dated as of December 15, 1992 (the "Series 1992-2 Supplement") to the Pooling and Servicing Agreement; WHEREAS, Section 13.01(a) of the Master Pooling and Servicing Agreement provides that the Servicer, the Transferor and the Trustee, without the consent of

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