EXECUTION COPY
FOURTEENTH
AMENDMENT
TO
AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT
This Fourteenth Amendment, dated as
of October 24, 2005, to the Amended and Restated Pooling and
Servicing Agreement, dated as of December 15, 1992, is among PRIME
RECEIVABLES CORPORATION, a Delaware corporation (the “
Transferor ”), FDS BANK (formerly FDS National Bank),
a federal savings bank (the “ Servicer ”) and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as successor in interest
to The Chase Manhattan Bank as successor in interest to Chemical
Bank), as Trustee (in such capacity, the “ Trustee
”).
WITNESSETH
WHEREAS, the Transferor, the
Servicer and the Trustee entered into an Amended and Restated
Pooling and Servicing Agreement dated as of December 15, 1992 (as
amended, restated, supplemented or modified on or prior to the date
hereof from time to time, the “ Pooling and Servicing
Agreement ”);
WHEREAS, the Transferor, the
Servicer and the Trustee wish to effect certain amendments to the
Pooling and Servicing Agreement (this “ Amendment
”);
WHEREAS, Section 13.01 of the
Pooling and Servicing Agreement permits the amendment of the
Pooling and Servicing Agreement subject to certain
conditions;
NOW, THEREFORE, in consideration of
these premises and of the mutual agreements contained herein, the
parties hereto hereby agree as follows:
I.
Definitions .
Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the
Pooling and Servicing Agreement, as amended hereby.
II.
Amendments to Section 1.01 . Section 1.01 of the
Pooling and Servicing Agreement shall be amended by deleting the
definition of “ Originators ” and substituting
in its place the following:
““ Originators
” shall have the meaning given to such term in the
Receivables Purchase Agreement.”.
III.
Amendments to Section 1.02 . Section 1.02(c) of the
Pooling and Servicing Agreement shall be amended by deleting the
word “Federated” the first time it appears in such
subsection and substituting in its place the words “any
party”. Section 1.02(c) of the Pooling and Servicing
Agreement shall also be further amended by deleting the word
“Federated” the second time that it appears in such
subsection and substituting in its place the words “such
party”.
IV.
Amendments to Section 2.03 . Section 2.03(j) of the
Pooling and Servicing Agreement shall be amended by deleting the
text of such subsection and substituting in its place the word
“[Reserved].”.
V.
Amendments to Section 2.05 . (a) Section 2.05(j) of
the Pooling and Servicing Agreement shall be amended by deleting
the word “Federated” each time that it appears and
substituting in each place the words “its
parent”.
(b) Section
2.05(m) of the Pooling and Servicing Agreement shall be amended by
deleting the words “dated December 15, 1992 from the
Transferor to Federated Credit Holdings Corporation” and
substituting in its place the words “dated October 24, 2005
from the Transferor to Citi Cards South Dakota Acceptance
Corp”.
VI.
Amendments to Section 3.03 . Section 3.03(a) of the
Pooling and Servicing Agreement shall be amended by deleting the
word “corporation” in the second line thereof and
substituting in its place the words “national banking
association”. Section 3.03(a) of the Pooling and Servicing
Agreement shall also be further amended by deleting the words
“its state of inc
