10-Q

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                            FORM 10-Q




Quarterly Report Pursuant to Section 13 or 15(d) of  the
Securities Exchange Act of 1934 for the fiscal quarter ended July
31, 1999.







                FEDERATED DEPARTMENT STORES, INC.
                      151 West 34th Street
                    New York, New York 10001
                         (212) 494-1602
                               and
                       7 West Seventh St.
                     Cincinnati, Ohio 45202
                         (513) 579-7000




 Delaware                       1-13536                13-3324058
(State of Incorporation)  (Commission File No.)    (I.R.S. Employer
                                                   Identification Number)



The Registrant has filed all reports required to be filed by
Section 12, 13 or 15 (d) of the Act during the preceding 12
months and has been subject to such filing requirements for  the
past 90 days.

209,940,549 shares of the Registrant's Common Stock, $.01 par
value, were outstanding as of August 28, 1999.



                 PART I -- FINANCIAL INFORMATION

                FEDERATED DEPARTMENT STORES, INC.

               Consolidated Statements of  Income
                           (Unaudited)

              (millions, except per share figures)

                                   13 Weeks Ended           26 Weeks Ended
                                 July 31,    August 1,    July 31,    August 1,
                                   1999        1998         1999        1998

Net Sales                        $ 4,111      $ 3,523     $ 7,818      $ 6,979

Cost of sales                      2,409        2,101       4,675        4,207

Selling, general and
    administrative expenses        1,384        1,155       2,600        2,324

Operating Income                     318          267         543          448

Interest expense                     (87)         (76)       (165)        (159)

Interest income                        2            2           5            8

Income Before Income Taxes           233          193         383          297

Federal, state and local income
    tax expense                      (96)         (86)       (159)        (130)

Net Income                       $   137      $   107     $   224      $   167


Basic earnings per share         $   .65      $   .51     $  1.07      $   .80

Diluted earnings per share       $   .61      $   .47     $  1.02      $   .74


The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.










                FEDERATED DEPARTMENT STORES, INC.

                   Consolidated Balance Sheets
                           (Unaudited)

                           (millions)


                                        July 31,     January 30,     August 1,
                                          1999          1999           1998
ASSETS:
 Current Assets:
  Cash                                  $    357      $    307       $    281
  Accounts receivable                      3,512         2,209          2,111
  Merchandise inventories                  3,635         3,259          3,361
  Supplies and prepaid expenses              221           117            118
  Deferred income tax assets                 142            80            105
   Total Current Assets                    7,867         5,972          5,976

 Property and Equipment - net              6,689         6,572          6,381
 Intangible Assets - net                   1,807           631            677
 Other Assets                                516           289            317

   Total Assets                          $16,879       $13,464        $13,351

LIABILITIES AND SHAREHOLDERS' EQUITY:
 Current Liabilities:
  Short-term debt                        $ 1,402       $   524        $    34
  Accounts payable and accrued
   liabilities                             2,905         2,446          2,517
  Income taxes                                46            98             67
   Total Current Liabilities               4,353         3,068          2,618

 Long-Term Debt                            4,704         3,057          3,890
 Deferred Income Taxes                     1,240         1,060            977
 Other Liabilities                           586           570            557
 Shareholders' Equity                      5,996         5,709          5,309

   Total Liabilities and
    Shareholders' Equity                 $16,879       $13,464        $13,351



The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.







                FEDERATED DEPARTMENT STORES, INC.

              Consolidated Statements of Cash Flows
                           (Unaudited)

                           (millions)

                                              26 Weeks Ended    26 Weeks Ended
                                              July 31, 1999     August 1, 1998
Cash flows from operating activities:
 Net income                                     $    224          $    167
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                     324               298
   Amortization of intangible assets                  36                13
   Amortization of financing costs                     3                 4
   Amortization of unearned restricted stock           -                 1
   Changes in assets and liabilities:
      Decrease in accounts receivable                178               331
      Increase in merchandise inventories           (211)             (122)
      Increase in supplies and prepaid expenses      (19)               (3)
      (Increase) decrease in other assets not
       separately identified                         (20)                4
      Increase in accounts payable and accrued
       liabilities not separately identified          30                45
      Decrease in current income taxes               (52)              (21)
      Increase (decrease)  in deferred
       income taxes                                    1                (9)
      Decrease in other liabilities not
       separetly identified                           (7)               (8)
       Net cash provided by operating
        activities                                   487               700

Cash flows from investing activities:
 Acquisition of Fingerhut Companies, Inc.,
  net of cash acquired                            (1,539)                -
 Purchase of property and equipment                 (241)             (189)
 Capitalized software                                (21)                -
 Investments in affiliated companies                 (49)                -
 Disposition of property and equipment                23                22
 Decrease in notes receivable                          -               200
       Net cash provided (used) by
        investing activities                      (1,827)               33

Cash flows from financing activities:
 Debt issued                                       1,299               300
 Financing costs                                     (10)               (7)
Debt repaid                                          (31)             (851)
 Increase in outstanding checks                       81                79
 Acquisition of treasury stock                         -              (154)
 Issuance of common stock                             51                39
       Net cash provided (used) by
        financing activities                       1,390              (594)


(Continued)
                FEDERATED DEPARTMENT STORES, INC.

              Consolidated Statements of Cash Flows
                           (Unaudited)

                           (millions)

                                              26 Weeks Ended    26 Weeks Ended
                                              July 31, 1999     August 1, 1998
Cash flows from
 Net increase in cash                           $     50          $    139
 Cash at beginning of period                         307               142

 Cash at end of period                          $    357          $    281


 Supplemental cash flow information:
  Interest paid                                 $    144          $    147
  Interest received                                    4                11
  Income taxes paid (net of refunds received)        194               150
  Schedule of non cash investing and
   financing activities:
   Debt assumed in acquisition                       125                 -
   Equity issued in acquisition                       12                 -
   Consolidation of net assets and debt of
    previously unconsolidated subsidiary           1,132                 -



The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.






                FEDERATED DEPARTMENT STORES, INC.

           Notes to Consolidated Financial Statements
                           (Unaudited)



1.   Summary of Significant Accounting Policies

  A description of the Company's significant accounting policies
  is included in the Company's  Annual Report on Form 10-K for
  the fiscal year ended January 30, 1999 (the "1998 10-K").  The
  accompanying Consolidated Financial Statements should be read
  in conjunction with the Consolidated Financial Statements and
  notes thereto in the 1998 10-K.

  Because of the seasonal nature of  the general merchandising
  business, the results of operations for the 13 and 26 weeks
  ended July 31, 1999 and August 1, 1998 (which do not include
  the Christmas season) are not indicative of such results for
  the fiscal year.

  Substantially all department store merchandise inventories are
  valued by the retail method and stated on the LIFO (last-in,
  first-out) basis, which is generally lower than market.
  Direct-to-customer merchandise inventories are stated at the
  lower of FIFO (first-in, first-out) cost or market.

  The Consolidated Financial Statements for the 13 and 26 weeks
  ended July 31, 1999 and August 1, 1998, in the opinion of
  management, include all adjustments (consisting only of normal
  recurring adjustments) considered necessary to present fairly,
  in all material respects, the consolidated financial position
  and results of operations of the Company and its subsidiaries.

2.   Acquisition

  On March 18, 1999, the Company purchased Fingerhut Companies,
  Inc. ("Fingerhut"), a database marketing company that sells a
  broad range of products and services directly to consumers via
  catalogs, direct marketing and the Internet.  The total
  purchase price of the Fingerhut acquisition was approximately
  $1,720 million, including the assumption of $125 million of
  debt and transaction costs.

  The Fingerhut acquisition is being accounted for under the
  purchase method of accounting and, accordingly, the Company's
  results of operations do not include any revenues or expenses
  related to the acquisition prior to the closing date and the
  purchase price has been allocated to Fingerhut's assets and
  liabilities based on the estimated fair value of these assets
  and liabilities as of that date.







                FEDERATED DEPARTMENT STORES, INC.

           Notes to Consolidated Financial Statements
                           (Unaudited)

3.   Segment Data

  The Company conducts its business through two segments,
  department stores and direct-to-customer.  The Company
  operates over 400 department stores throughout the country
  that sell a wide range of merchandise, including men's,
  women's and children's apparel and accessories, cosmetics,
  home furnishings and other consumer goods.  On March 18, 1999,
  the Company acquired Fingerhut which, together with
  Bloomingdale's By Mail, Macy's By Mail, macys.com and certain
  other direct marketing activities, comprises its direct-to-
  customer segment.  This segment sells a broad range of
  products and services directly to consumers via catalogs,
  direct marketing and the Internet.  Corporate and other
  consists of the assets and liabilities, and related income or
  expense, associated with the corporate office and certain
  items managed on a company-wide basis (e.g., intangibles,
  financial instruments, income taxes, retirement benefits and
  properties held for sale or disposition).

  The financial information for each segment is reported on the
  basis used internally by the Company to evaluate performance
  and allocate resources.  Prior year results have not been
  restated to conform to the current presentation as it is not
  practicable to do so.

                                   13 Weeks Ended           26 Weeks Ended
                                 July 31,    August 1,    July 31,    August 1,
(millions)                         1999        1998         1999        1998

Revenues by segment were
 as follows:

Department Stores                 $3,674      $3,523        $7,218     $6,979
Direct-to-Customer                   437           -           600          -

Total                             $4,111      $3,523        $7,818     $6,979

Operating income by segment
 was as follows:

Department Stores                 $  398      $  299        $  671     $  519
Direct-to-Customer                   (27)          -           (29)         -

Total segment operating income       371         299           642        519
Corporate and other                  (53)        (32)          (99)       (71)

Operating income                  $  318      $  267        $  543     $  448

Depreciation and amortization
  by segment was as follows:

Department Stores                 $  151      $  148        $  304     $  295
Direct-to-Customer                    14           -            17          -
Corporate and other                   22           8            39         16

Total                             $  187      $  156        $  360     $  311



                FEDERATED DEPARTMENT STORES, INC.

           Notes to Consolidated Financial Statements
                           (Unaudited)

                                                 26 Weeks  Ended
                                             July 31,       August 1,
(millions)                                     1999            1998

Year-to-date capital expenditures
(purchase of property and equipment)
by segment were as follows:

Department Stores                             $   235         $   187
Direct-to-Customer                                  6               -
Corporate and other                                 -               2

Total                                         $   241         $   189

Total assets for each segment at the
end of the reporting period were as follows:

Department Stores                             $12,214         $12,119
Direct-to-Customer                              2,288               -
Corporate and other                             2,377           1,232

Total                                         $16,879         $13,351


4.   Earnings Per Share

  The following tables set forth the computation of basic and
  diluted earnings per share:


                                                    13 Weeks Ended
                                          July 31, 1998         August 1, 1998
  (millions, except per share data)   Shares       Income     Shares      Income
  Net income and average number
     of shares outstanding            209.5         $ 137     210.2        $ 107

  Shares to be issued under deferred
     compensation plans                  .4             -        .3            -
                                      209.9         $ 137     210.5        $ 107

        Basic earnings per share             $ .65                   $ .51

   Effect of dilutive securities:
     Warrants                           8.8                     8.9
        Stock   options                 3.2                     2.8

     Convertible notes                    -             -      10.2            2
                                      221.9         $ 137     232.4        $ 109


       Diluted earnings per share            $ .61                   $ .47




                FEDERATED DEPARTMENT STORES, INC.

           Notes to Consolidated Financial Statements
                           (Unaudited)

                                                    13 Weeks Ended
                                          July 31, 1998         August 1, 1998
  (millions, except per share data)   Shares       Income     Shares      Income
  Net income and average number
     of shares outstanding            209.0         $ 224     210.3        $ 167

  Shares to be issued under deferred
     compensation plans                  .4             -        .3            -
                                      209.4         $ 224     210.6        $ 167

        Basic earnings per share             $1.07                   $ .80

   Effect of dilutive securities:
     Warrants                           7.3                     8.5
        Stock options                   2.5                     2.7

     Convertible notes                    -             -      10.2            5
                                      219.2         $ 224     232.0        $ 172

        Diluted earnings per share           $1.02                   $ .74


   In addition to the warrants and stock options reflected in
   the foregoing tables, warrants and stock options to purchase
   .8 million and .6 million shares of common stock at prices
   ranging from $52.94 to $79.44 per share were outstanding at
   July 31, 1999 and August 1, 1998, respectively, but were not
   included in the computation of diluted earnings per share
   because the exercise price thereof exceeded the average
   market price and would have been antidilutive.







                FEDERATED DEPARTMENT STORES, INC.

              Management's Discussion and Analysis
        of Financial Condition and Results of Operations

  The Company acquired Fingerhut on March 18, 1999.  The
  acquisition is being accounted for under the purchase method
  of accounting and, accordingly, the Company's results of
  operations do not include any revenues or expenses related to
  the acquisition prior to the closing date.  The results of
  operations of Fingerhut have been grouped with the Company's
  Bloomingdale's By Mail, Macy's By Mail and macys.com
  operations and certain other direct marketing activities as
  the direct-to-customer segment.

  For purposes of the following discussion, all references to
  "second quarter of 1999" and "second quarter of 1998"  are  to
  the Company's 13-week fiscal periods ended July 31, 1999 and
  August 1, 1998, respectively, and all references to "1999"  and
  "1998" are to the Company's 26-week fiscal periods ended July
  31, 1999 and August 1, 1998, respectively.

  Results of Operations

  Comparison of the 13 Weeks Ended July 31, 1999 and August  1,
1998

  Net sales for the second quarter of 1999 totaled $4,111
  million, compared to net sales of $3,523 million for the
  second quarter of 1998, an increase of  16.7%.  Net sales for
  department stores for the second quarter of 1999 were $3,674
  million compared to $3,523 million for the second quarter of
  1998, an increase of 4.2%.  On a comparable store basis (sales
  from stores opened prior to February 1, 1998), net sales for
  the second quarter of 1999 increased 5.9% compared to the
  second quarter of 1998.  Net sales for the direct-to-customer
  segment were $437 million for the second quarter of 1999.

  Cost of sales was 58.6% of net sales for the second quarter of
  1999, compared to 59.6% for the second quarter of 1998.  Cost
  of sales as a percent of net sales for department stores
  improved 0.3% in the second quarter of 1999 compared to the
  same period a year ago, benefiting from the continued
  favorable economic environment.  The lower cost of sales from
  the direct-to-customer segment in the second quarter of 1999,
  compared to cost of sales for department stores, along with
  the improvement in the cost of sales rate for department
  stores contributed to the overall 1.0% decrease in the cost of
  sales rate.  Cost of sales was not impacted by the valuation
  of department store merchandise inventory on the last-in,
  first-out basis in the second quarter of 1999 or in the second
  quarter of 1998.

  Selling, general and administrative ("SG&A") expenses were
  33.7% of net sales for the second quarter of 1999 compared to
  32.8% for the second quarter of 1998. Department store SG&A
  expenses improved 2.0% as a percent of department store net
  sales, reflecting the impact of higher sales with flat
  nonpayroll expenses and lower bad debt expense, which was
  partially offset by reduced finance charge income resulting
  from lower average receivable balances. The higher SG&A
  expense rate for the direct-to-customer segment, including
  recently launched businesses, and higher amortization expense
  due to the Fingerhut acquisition combined to offset the strong
  department store performance and produce a 0.9% increase in
  the SG&A expense rate compared to the second quarter of 1998.

  Net interest expense was $85 million for the second quarter of
  1999, compared to $74 million for the second quarter of 1998.
  The higher interest expense for the second quarter of 1999 is
  due mainly to the increased outstanding debt resulting from
  the Fingerhut acquisition.



                FEDERATED DEPARTMENT STORES, INC.

              Management's Discussion and Analysis
  of Financial Condition and Results of Operations (Continued)


  The Company's effective income tax rate of 41.3% for the
  second quarter of 1999 differs from the federal income tax
  statutory rate of 35.0% principally because of the effect of
  state and local income taxes and permanent differences arising
  from the amortization of intangible assets and from other non-
  deductible items.

   Comparison of the 26 Weeks Ended July 31, 1999 and August 1,
   1998

  Net sales for 1999 totaled $7,818 million, compared to net
  sales of $6,979 million for 1998, an increase of  12.0%.  Net
  sales for department stores for 1999 were $7,218 million
  compared to $6,979 million for 1998, an increase of 3.4%.  On
  a comparable store basis (sales from stores opened prior to
  February 1, 1998), net sales for 1999 increased 5.0% compared
  to 1998.  Net sales for the direct-to-customer segment were
  $600 million for 1999.

  Cost of sales was 59.8% of net sales for 1999, compared to
  60.3% for 1998.  Cost of sales as a percent of net sales for
  department stores in 1999 was relatively flat compared to
  1998. The lower cost of sales from the direct-to-customer
  segment in 1999, compared to cost of sales for department
  stores, contributed to the 0.5% improvement in the cost of
  sales rate.  Cost of sales was not impacted by the valuation
  of department store merchandise inventory on the last-in,
  first-out basis in 1999 or in 1998.

  SG&A expenses were 33.3% of net sales for 1999 and 1998.
  Department store SG&A expenses improved 2.0% as a percent of
  department store net sales, reflecting the impact of higher
  sales with flat nonpayroll expenses and lower bad debt
  expense, which was partially offset by reduced finance charge
  income resulting from lower average receivable balances. The
  higher SG&A expense rate for the direct-to-customer segment,
  including recently launched businesses, and higher
  amortization expense due to the Fingerhut acquisition combined
  to offset the strong department store performance.

  Net interest expense was $160 million for 1999, compared to
  $151 million for 1998.  The higher interest expense for 1999
  is due mainly to the increased outstanding debt resulting from
  the Fingerhut acquisition.

  The Company's effective income tax rate of 41.6% for 1999
  differs from the federal income tax statutory rate of 35.0%
  principally because of the effect of state and local income
  taxes and permanent differences arising from the amortization
  of intangible assets and from other non-deductible items.





                FEDERATED DEPARTMENT STORES, INC.

              Management's Discussion and Analysis
  of Financial Condition and Results of Operations  (Continued)



  Liquidity and Capital Resources

  The Company's principal sources of liquidity are cash from
  operations, cash on hand and certain available credit
  facilities.

  Net cash provided by operating activities in 1999 was $487
  million, a decrease of $213 million compared to the $700
  million provided in 1998.  The improved operating results were
  more than offset by smaller reductions in customer accounts
  receivable, mainly as a result of higher credit sales, and
  greater increases in merchandise inventories principally due
  to seasonal fluctuations of  Fingerhut inventories.

  Net cash used by investing activities was $1,827 million for
  1999, including the purchase of Fingerhut.  Investing
  activities for 1999 also included purchases of property and
  equipment totaling $241 million and $49 million invested in
  affiliated companies.  During 1999, the Company opened two new
  department stores and plans to open two additional department
  stores and two new furniture galleries during the remainder of
  1999.

  Net cash provided by the Company from all financing activities
  was $1,390 million for 1999.  The Company funded the
  acquisition of Fingerhut through a combination of cash on hand
  and short-term borrowings. During March of 1999, the Company
  issued $350 million of 6.3% Senior Notes due 2009 and $400
  million of 6.9% Senior Debentures due 2029, the proceeds of
  which were used to refinance a portion of the short-term
  borrowings used by the Company to acquire Fingerhut.

  In July 1999, the Company took certain actions which required
  the consolidation of the Fingerhut Master Trust for financial
  reporting purposes.  The principle assets and liabilities of
  the Fingerhut Master Trust, which were not included in the
  Company's Consolidated Financial Statements prior to July 31,
  1999, consisted of accounts receivable transferred from
  Fingerhut in transactions treated as sales under Statement of
  Financial Accounting Standards No. 125, "Accounting for
  Transfers and Servicing of Financial Assets and
  Extinguishments of Liabilities," and the related debt issued
  by the Trust.  As a result of the Company's actions, the
  transfer of receivables and debt are being treated as secured
  borrowings as of and subsequent to July 31, 1999.  At July 31,
  1999, these actions increased net assets by $1,132 million,
  short-term debt by $232 million and long-term debt by $900
  million.

  Management believes the department store business and other
  retail businesses will continue to consolidate.  Accordingly,
  the Company intends from time to time to consider additional
  acquisitions of, and investments in, department stores,
  Internet-related companies, catalog  companies and other
  complementary assets and companies.







                FEDERATED DEPARTMENT STORES, INC.

              Management's Discussion and Analysis
  of Financial Condition and Results of Operations  (Continued)


  Management of the Company believes that, with respect to its
  current operations, cash on hand and funds from operations,
  together with its credit facilities, will be sufficient to
  cover its reasonably foreseeable working capital, capital
  expenditure and debt service requirements.  Acquisition
  transactions, if any, are expected to be financed through a
  combination of cash on hand and from operations and the
  possible issuance from time to time of long-term debt or other
  securities.  Depending upon conditions in the capital markets
  and other factors, the Company will from time to time consider
  the issuance of debt or other securities, or  other possible
  capital markets transactions, the proceeds of which could be
  used to refinance current indebtedness or for other corporate
  purposes.

  Year 2000

    The Company relies on computer-based technology and utilizes
  a variety of third-party hardware and proprietary and third-party
  software.  The Company's retail functions, such as merchandise
  procurement and distribution, inventory control, point-of-sale
  information systems and proprietary credit card account servicing,
  generally use proprietary software, with third-party software
  being used more extensively for administrative functions,
  such as accounting and human resource  management.  In
  addition to such information technology ("IT") systems, the
  Company's operations rely on various non-IT equipment and
  systems that contain embedded computer technology, such as
  elevators, escalators and energy management systems.  Third
  parties with whom the Company has commercial relationships,
  including vendors of merchandise for resale by the Company and
  of products and services used by the Company in its operations
  (such as banking and financial services, data processing
  services, telecommunications services and utilities), are also
  highly reliant on computer-based technology.

    In February 1996, the Company commenced an assessment of the
  potential effects of the Year 2000 issue on the Company's
  business, financial condition and results of operations.  In
  conjunction with such assessment, the Company developed and
  commenced the implementation of the compliance program
  described below.

    As discussed separately under the caption "Fingerhut" below,
  Fingerhut undertook a  similar  program prior to being
  acquired by the Company.

  The Company's Year 2000 Compliance Program

    Proprietary IT Systems.  Pursuant to the Company's Year 2000
  compliance program, the Company has undertaken an examination
  of the Company's proprietary IT systems.  All such systems
  that have been identified as relating to a critical function
  and as not being Year 2000 compliant have been substantially
  remediated or replaced.  The Company believes that the
  remediation of its proprietary IT systems is substantially
  complete, and nearly all of the proprietary IT systems that
  have been remediated have been installed and placed into
  production.  The Company commenced testing of such remediated
  systems for Year 2000 compliance in August 1998 and has
  completed a comprehensive, integrated test of all of its main-
  frame and mid-range IT systems (including third-party and
  proprietary hardware, software, network components and
  interfaces) and has substantially completed varying levels of
  follow-up testing of selected systems.



                FEDERATED DEPARTMENT STORES, INC.

              Management's Discussion and Analysis
  of Financial Condition and Results of Operations  (Continued)


    Third-Party IT Systems.  The strategy instituted by the
  Company to identify and address Year 2000 issues affecting
  third-party IT systems used by the Company includes contacting
  all third-party providers of computer hardware and software to
  secure appropriate representations to the effect that such
  hardware or software is or will timely be Year 2000 compliant.
  The Company has received Year 2000 compliant versions of
  almost all third-party software and has substantially
  completed testing of those third-party software programs that
  have been identified as being critical to the Company's
  operations.

    Non-IT Systems.  The Company has undertaken a review of its
  non-IT systems and has substantially completed the remediation
  of those systems that are within the Company's control. In
  addition, the Company's centralized real estate department has
  communicated to the developers, landlords and property
  managers of all of the Company's properties the Company's
  expectation that the systems utilized in the management and
  operation of such properties that are not within the Company's
  control are or will timely be Year 2000 compliant.  As a
  further step, the Company has engaged in written or oral
  communications with its key developers, landlords and property
  managers in order to assess the Year 2000 readiness of such
  systems.  These communications have not revealed to the
  Company any information that has caused the Company to believe
  that such systems will fail to timely be Year 2000 compliant
  in any respect that is material to the Company's business,
  financial condition or results of operations.

     Non-IT Vendors and Suppliers.  The Company procures its
  merchandise for resale and supplies for operational purposes
  from a vast network of vendors located both within and outside
  the United States, and is not dependent on any one vendor for
  more than 5% of its merchandise purchases.  The Company
  procures its private label merchandise, which constitutes
  approximately 15% of the Company's total sales, principally
  from manufacturers located outside the United States.  All of
  the Company's vendors have been notified in writing of the
  Company's expectation that the systems and operations of such
  vendors will timely be Year 2000 compliant.  As a further
  step, the Company has engaged in written or oral
  communications with selected key vendors in order to assess
  the Year 2000 readiness of their respective operations.  These
  communications have not revealed to the Company any
  information that has caused the Company to believe that the
  operations of such vendors will fail to timely be Year 2000
  compliant in any respect that is material to the Company's
  business, financial condition or results of operations.

    Contingency Planning.  The Company's Year 2000 compliance
  program is directed primarily towards ensuring that the
  Company will be able to continue to perform three critical
  functions: (i) effect sales, (ii) order and receive
  merchandise, and (iii) pay its employees.  The Company has
  substantially completed the development of a contingency plan
  intended to address, to the extent within the Company's
  reasonable control, the potential effects on these mission
  critical functions of a failure of the Company's Year 2000
  compliance program to be fully effective.  The Company has
  designed its contingency plan as an extension of its current
  business recovery plan, which prescribes the measures to be
  taken upon the occurrence of a variety of contingencies.  In
  addition to relying on the fundamental




                FEDERATED DEPARTMENT STORES, INC.

              Management's Discussion and Analysis
  of Financial Condition and Results of Operations  (Continued)


  principles of recovery contained in the Company's business
  recovery plan, the Company's Year 2000 contingency plan
  focuses on assuring that key personnel - including managerial,
  technical, maintenance, security and other personnel employed
  at its stores and in its IT and logistics support functions -
  will be available to identify and seek to rectify as promptly
  as possible any disruptions that may result from the date
  change on January 1, 2000.   The Company's contingency plan
  also provides for assuring its ability to pay its employees by
  preprinting payroll checks covering a few pay periods
  following December 31, 1999 and utilizing electronic time
  clock data or historical data in the event it is unable to
  access current payroll data.  The Company currently is engaged
  in disseminating its contingency plan Company-wide and taking
  appropriate steps to ensure the proper execution of such plan
  if necessary.

    Fingerhut.  Fingerhut implemented a program to address the
  effects of the Year 2000 issue prior to being acquired by the
  Company.  The actions contemplated by Fingerhut's Year 2000
  compliance program, including contingency planning, have been
  substantially completed and substantially all of the costs
  Fingerhut expected to incur have been incurred.  The foregoing
  discussion of the Company's Year 2000 compliance program does
  not address Fingerhut's systems or vendors or any aspect of
  Fingerhut's Year 2000 compliance program.  However, the
  discussion below of risks associated with the Year 2000 issue
  apply equally to the Company and Fingerhut and their
  respective Year 2000 compliance programs.

    Costs.  The Company (excluding Fingerhut) has incurred to
  date approximately $33 million of costs to implement its Year
  2000 compliance program, of which approximately 20%
  represents capitalized expenditures for hardware purchases.
  The Company does not expect that future expenditures relating
  to its Year 2000 compliance program will be material.  All of
  the Company's Year 2000 compliance costs have been or are
  expected to be funded from operating cash flows.  The
  Company's Year 2000 compliance budget does not include
  material amounts for hardware replacement because the Company
  has historically employed a strategy to continually upgrade
  its main-frame and mid-range computer systems and to install
  state of the art point-of-sale systems with respect to both
  pre-existing operations and in conjunction with the
  acquisitions and mergers effected by the Company in recent
  years.  Consequently, the Company's Year 2000 budget has not
  required the diversion of funds from or the postponement of
  the implementation of other planned IT projects.

    Risks.  The novelty and complexity of the issues presented
  and the proposed solutions therefor and the Company's
  dependence on the technical skills of employees and
  independent contractors and on the representations and
  preparedness of third parties are among the factors that could
  cause the Company's Year 2000 compliance efforts to be less
  than fully effective.  Moreover, Year 2000 issues present a
  number of risks that are beyond the Company's reasonable
  control, such as the failure of utility companies to deliver
  electricity, the failure of telecommunications companies to
  provide voice and data services, the failure of financial
  institutions to process transactions and transfer funds, the
  failure of vendors to deliver merchandise or perform services
  required by the Company and the collateral effects on the
  Company of the effects of Year 2000 issues on the economy in
  general or on the Company's business partners and customers in
  particular.  Although the Company believes that its Year 2000
  compliance program, including its contingency plan, are
  designed to appropriately identify and address those Year 2000
  issues that are subject to the Company's reasonable control,
  there can be no assurance that the Company's efforts in this
  regard will be fully effective or that Year 2000 issues will
  not have a material adverse effect on the Company's business,
  financial condition or results of operations.



                  PART II -- OTHER INFORMATION

                FEDERATED DEPARTMENT STORES, INC.


Item 5. Other Information

          This report and other reports, statements and
          information previously or subsequently filed by the
          Company with the Securities and Exchange Commission
          (the "SEC") contain or may contain forward-looking
          statements.  Such statements are based upon the beliefs
          and assumptions of, and on information available to,
          the management of the Company at the time such
          statements are made.  The following are or may
          constitute forward-looking statements within the
          meaning of the Private Securities Litigation Reform Act
          of 1995: (i) statements preceded by, followed by or
          that include the words "may," "will," "could,"
          "should," "believe," "expect," "future," "potential,"
          "anticipate," "intend," "plan," "estimate," or
          "continue" or the negative or other variations thereof
          and (ii) statements regarding matters that are not
          historical facts.  Such forward-looking statements are
          subject to various risks and uncertainties, including
          (i) risks and uncertainties relating to the possible
          invalidity of the underlying beliefs and assumptions,
          (ii) possible changes or developments in social,
          economic, business, industry,  market,  legal  and
          regulatory circumstances and  conditions,  and  (iii)
          actions taken or omitted to be taken by third parties,
          including customers, suppliers, business partners,
          competitors and legislative, regulatory, judicial and
          other governmental authorities and officials.  In
          addition to any risks and uncertainties specifically
          identified in the text surrounding such forward-looking
          statements, the statements in the immediately preceding
          sentence and the statements under captions such as
          "Risk Factors" and "Special Considerations" in reports,
          statements and information filed by the Company with
          the SEC from time to time constitute cautionary
          statements identifying important factors that could
          cause actual amounts, results, events and circumstances
          to differ materially from those reflected in such
          forward-looking statements.

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          10.1 Second Amended and Restated Credit Agreement,
               dated as of July 26, 1999, by and among the
               Company, the Initial Lenders named therein,
               Citibank, N.A., as Administrative Agent and Paying
               Agent, The Chase Manhattan Bank, as Administrative
               Agent, BankBoston, N.A., as Syndication Agent, and
               The Bank of America, National Trust & Savings
               Association, as Documentation Agent.

          10.2 Second Amendment to the Series 1998-3 Supplement,
               dated as of July 29, 1999, by and among Fingerhut
               Receivables, Inc., as Transferor, Axsys National
               Bank (formerly Fingerhut National Bank), as
               Servicer, and The Bank of New York (Delaware), as
               Trustee.



                  PART II -- OTHER INFORMATION

           FEDERATED DEPARTMENT STORES, INC. (Company)


          10.3 Security Purchase Agreement, dated as of July 30,
               1998, by and among Fingerhut Receivables, Inc.
               (the "Transferor"), Kitty Hawk Funding Corporation
               ("Kitty Hawk"), Falcon Asset Securitization
               Corporation ("Falcon"), Four Winds Funding
               Corporation ("Four Winds" and, collectively with
               Kitty Hawk and Falcon, the "Conduit Purchasers"),
               Bank of America, N.A. ("BofA" or the
               "Administrative Agent"), The First National Bank
               of Chicago ("First Chicago"), Norddeutsche
               Landesbank Girozentrale, New York Branch and/or
               Cayman Island Branch ("Norddeutsche"), and
               Commerzbank Aktiengesellschaft, Chicago Branch
               ("Commerzbank" and collectively with BofA, First
               Chicago and Norddeutsche, the "Alternate
               Purchasers" and collectively with BofA and First
               Chicago, the "Managing Agents").

          10.4 First Amendment Agreement to Fingerhut
               Receivables, Inc. Security Purchase Agreement,
               dated as of July 29, 1999, by and among Fingerhut
               Receivables, Inc., Kitty Hawk, Falcon, Four Winds,
               the Conduit Purchasers, the Alternate Purchasers
               and the Managing Agents.

          10.5 Series 1999-1 Variable Funding Supplement, dated
               as of July 6, 1999, to the Pooling and Servicing
               Agreement by and among Prime II Receivables
               Corporation, as Transferor, FDS National Bank, as
               Servicer, and The Chase Manhattan Bank, as
               Trustee.

          10.6 Class A Certificate Purchase Agreement, dated as
               of July 6, 1999, by and among Prime II Receivables
               Corporation, as Transferor, FDS National Bank, as
               Servicer, The Class A Purchasers, and PNC Bank,
               National Association, as Agent and Administrative
               Agent.

          10.7 First Amendment to Class A Certificate Purchase
               Agreement, dated as of August 3, 1999, by and
               among Prime II Receivables Corporation, as
               Transferor, FDS National Bank, as Servicer, The
               Class A Purchasers, and PNC Bank, National
               Association, as Agent and Administrative Agent.

          10.8 Class B Certificate Purchase Agreement, dated as
               of July 6, 1999, by and among Prime II Receivables
               Corporation, as Transferor, FDS National Bank, as
               Servicer, The Class A Purchasers, and PNC Bank,
               National Association, as Agent and Administrative
               Agent.

          10.9 First Amendment to Class B Certificate Purchase
               Agreement, dated as of August 3, 1999, by and
               among Prime II Receivables Corporation, as
               Transferor, FDS National Bank, as Servicer, The
               Class A Purchasers, and PNC Bank, National
               Association, as Agent and Administrative Agent.





                  PART II -- OTHER INFORMATION

           FEDERATED DEPARTMENT STORES, INC. (Company)



          27   Financial Data Schedule

     (b)  Reports on Form 8-K

           No  reports were filed on Form 8-K during the  quarter
ended July 31, 1999.




                FEDERATED DEPARTMENT STORES, INC.


                            SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunder duly authorized.





                                        FEDERATED DEPARTMENT
STORES, INC.



Date  September 14, 1999                /s/ Dennis J. Broderick
                                            Dennis J. Broderick
                                          Senior Vice President,
                                       General Counsel and Secretary




                                        /s/ Joel A. Belsky
                                            Joel A. Belsky
                                       Vice President and Controller
                                       (Principal Accounting Officer)

EX-10.1

           SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                     Dated as of July 26, 1999


          FEDERATED DEPARTMENT STORES, INC., a Delaware corporation
(the  "Borrower"),  the  banks, financial  institutions  and  other
institutional  lenders (collectively, the "Initial Lenders")  party
hereto,  CITIBANK, N.A., as an administrative agent (together  with
any  successor  thereto appointed pursuant to Article  VII  of  the
Existing  Credit Agreement referred to below, in such capacity,  an
"Administrative Agent") for the Lenders (as defined in the Existing
Credit  Agreement referred to below) and as paying agent  (in  such
capacity,  the  "Paying Agent") for the Lenders and as  joint  book
manager  and joint lead arranger, THE CHASE MANHATTAN BANK,  as  an
administrative agent (together with any successor thereto appointed
pursuant  to Article VII of the Existing Credit Agreement  referred
to   below,  in  such  capacity,  an  "Administrative  Agent";  the
Administrative Agents and the Paying Agent being, collectively, the
"Agents") for the Lenders and as joint book manager and joint  lead
arranger, BANKBOSTON, N.A., as syndication agent, and THE  BANK  OF
AMERICA,  NATIONAL  TRUST & SAVINGS ASSOCIATION,  as  documentation
agent, hereby agree as follows:


                     PRELIMINARY STATEMENTS

          (1)   The  Borrower  is  party to a 364-Day  Amended  and
Restated  Credit Agreement dated as of July 27, 1998  (as  amended,
supplemented or otherwise modified from time to time  to  (but  not
including)  the  date  of  this  Amendment  and  Restatement,   the
"Existing Credit Agreement") with the banks, financial institutions
and  other  institutional lenders party thereto and Citibank,  N.A.
and  The  Chase Manhattan Bank, as Agents for the Lenders and  such
other  lenders.   Capitalized terms not otherwise defined  in  this
Amendment and Restatement shall have the same meanings as specified
in the Existing Credit Agreement.

          (2)  The parties to this Amendment and Restatement desire
to  amend the Existing Credit Agreement as set forth herein and  to
restate  the Existing Credit Agreement in its entirety to  read  as
set  forth  in  the  Existing Credit Agreement with  the  following
amendments.

          (3)  The Borrower has requested that the Lenders agree to
extend  credit  to  it from time to time in an aggregate  principal
amount of up to $500,000,000 for general corporate purposes of  the
Borrower  and its Subsidiaries not otherwise prohibited  under  the
terms  of  this  Amendment  and  Restatement.   The  Lenders   have
indicated  their  willingness to agree  to  extend  credit  to  the
Borrower  from  time  to  time in such  amount  on  the  terms  and
conditions of this Amendment and Restatement.

          SECTION  1.  Amendments to the Existing Credit Agreement.
         (a)  Section 1.01 of the Existing Credit Agreement is,
effective as of  July 26, 1999 and subject to the satisfaction of the
conditions precedent  set forth in Section 2, hereby amended by
deleting  the definition  of  "Revolver Termination Date" set forth
therein  and replacing it with the following new definition thereof:

          "Revolver Termination Date" means the earlier of (a) July
24, 2000 (subject to the extension thereof pursuant to
Section 2.15) and (b) the date of termination in whole of the
Revolving Credit Commitments pursuant to Section 2.04 or 6.01;
provided, however, that the Revolver Termination Date of any Lender
that is a Non-Consenting Lender to any requested extension pursuant
to Section 2.15 shall be the Revolver Termination Date in effect
immediately prior to the applicable Extension Date for all purposes
of this Agreement and any Notes.

          (b)  Section 1.01 of the Existing Credit Agreement is,
effective as of July 26, 1999 and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended by
adding the following definition of "Applicable Utilization Fee":

          "Applicable Utilization Fee" means, as of any date on
     which the aggregate Advances exceed 33.3% of the aggregate
     Commitments, a percentage equal to 0.20% per annum.

          (c)  Section 2.06(a)(i) and (ii) of the Existing Credit
Agreement are, effective as of July 26, 1999 and subject to the
satisfaction of the conditions precedent set forth in Section 2,
hereby amended in full to read as follows:

               "(i) Base Rate Advances.  During such periods as
          such Advance is a Base Rate Advance, a rate per annum
          equal at all times to the sum of (x) the Base Rate in
          effect from time to time plus (y) the Applicable Margin
          in effect from time to time plus (z) the Applicable
          Utilization Fee, if any, in effect from time to time,
          payable in arrears quarterly on the last day of each
          March, June, September and December during such periods
          and on the date such Base Rate Advance shall be Converted
          or paid in full.

               (ii) Eurodollar Rate Advances.  During such periods
          as such Advance is a Eurodollar Rate Advance, a rate per
          annum equal at all times during each Interest Period for
          such Advance to the sum of (x) the Eurodollar Rate for
          such Interest Period for such Advance plus (y) the
          Applicable Margin in effect from time to time plus (z)
          the Applicable Utilization Fee, if any, in effect from
          time to time, payable in arrears on the last day of such
          Interest Period and, if such Interest Period has a
          duration of more than three months, on each day that
          occurs during such Interest Period every three months
          from the first day of such Interest Period and on the
          date such Eurodollar Rate Advance shall be Converted or
          paid in full."

          (d)  Section 2.15(c)(i) of the Existing Credit Agreement
is, effective as of July 26, 1999 and subject to the satisfaction
of the conditions precedent set forth in Section 2, hereby amended
in full to read as follows:

               "(i) any such Consenting Lender or Assuming Lender
          shall have paid to such Non-Consenting Lender (A) the
          aggregate principal amount of, and any interest accrued
          and unpaid to the effective date of the assignment on,
          the outstanding Revolving Credit Advances, if any, of
          such Non-Consenting Lender plus (B) any accrued but
          unpaid facility fees or utilization fees owing to such
          Non-Consenting Lender as of the effective date of such
          assignment;"

          (e)  Schedule I to the Existing Credit Agreement is,
effective as of July 26, 1999 and subject to the satisfaction of
the conditions precedent set forth in Section 2, deleted in its
entirety and replaced with Schedule I to this Amendment and
Restatement.

          SECTION 2.  Conditions of Effectiveness of this Amendment
and Restatement.  This Amendment and Restatement shall become
effective as of the date first above written (the "Amendment
Effective Date") when and only if:

          (a)  The Paying Agent shall have received counterparts of
     this Amendment and Restatement executed by the Borrower, the
     Agents and all of the Initial Lenders or, as to any of the
     Initial Lenders, advice satisfactory to the Paying Agent that
     such Initial Lender has executed this Amendment and
     Restatement.

          (b)  The Paying Agent shall have received on or before
     July 26, 1999 the following, each dated such date and (unless
     otherwise specified below) in form and substance satisfactory
     to the Paying Agent and in sufficient copies for each Initial
     Lender: the Revolving Credit Notes payable to the order of
     each of the Lenders that have requested Revolving Credit Notes
     prior to July 26, 1999.

          (c)  The representations and warranties contained in
     Section 4.01 of the Existing Credit Agreement shall be correct
     on and as of the Amendment Effective Date, before and after
     giving effect to the Amendment Effective Date, as though made
     on and as of such date.

          (d)  No event shall have occurred and be continuing, or
     shall occur as a result of the occurrence of the Amendment
     Effective Date, that constitutes a Default.

          SECTION 3.  Reference to and Effect on the Existing
Credit Agreement and the Notes.
          (a)  On and after the effectiveness of this Amendment and
Restatement, each reference in the Existing Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import
referring to the Existing Credit Agreement, and each reference in
the Notes to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Existing Credit Agreement,
shall mean and be a reference to the Existing Credit Agreement, as
amended by this Amendment and Restatement.

          (b)   The Existing Credit Agreement and the Notes, as
specifically amended by this Amendment and Restatement, are and
shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed.

          (c)  Without limiting any of the other provisions of the
Existing Credit Agreement, as amended by this Amendment and
Restatement, any references in the Existing Credit Agreement to the
phrases "on the date hereof", "on the date of this Agreement" or
words of similar import shall mean and be a reference to July 28,
1997.

          (d)  Upon the effectiveness of this Amendment and
Restatement pursuant to Section 2(a), the Commitments under the
Existing Credit Agreement are automatically terminated and the
Commitments under this Amendment and Restatement are automatically
effective.

          SECTION 4.  Costs and Expenses.  The Borrower agrees to
pay on demand all reasonable out-of-pocket costs and expenses of
the Agents in connection with the preparation, execution, delivery
and administration, modification and amendment of this Amendment
and Restatement, the Notes and the other documents to be delivered
hereunder (including, without limitation, the reasonable and
documented fees and expenses of counsel for the Agents with respect
hereto and thereto) in accordance with the terms of Section 8.04 of
the Existing Credit Agreement.

          SECTION 5.  Execution in Counterparts.  This Amendment
and Restatement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Amendment and Restatement by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment and
Restatement.

          SECTION 6.  Governing Law.  This Amendment and
Restatement shall be governed by, and construed in accordance with,
the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement to be executed by their respective
officers thereunto duly authorized, as of the date first above
written.


                         THE BORROWER


                              FEDERATED DEPARTMENT STORES, INC.,

                              By   /s/ Karen M. Hoguet
                                   Name:  Karen M. Hoguet
                                   Title:  Senior Vice President and
                                   Chief Financial Officer


                         THE AGENTS


                              CITIBANK, N.A.,
                                   as an Administrative Agent and
                                   as Paying Agent

                              By   /s/ Laura A. Siracuse
                                   Name:  Laura A. Siracuse
                                   Title:


                              THE CHASE MANHATTAN BANK,
                                   as an Administrative Agent

                              By   /s/ Barry K. Bergman
                                   Name:  Barry K. Bergman
                                   Title:  Vice President


                              BANKBOSTON, N.A.,
                                   as Syndication Agent

                              By   /s/ Judith C.E. Kelly
                                   Name:  Judith C.E. Kelly
                                   Title:  Vice President


                              THE BANK OF AMERICA, NT & SA,
                                   as Documentation Agent

                              By   /s/ Bridget Garavalia
                                   Name:  Bridget Garavalia
                                   Title:  Managing Director


                              THE INITIAL LENDERS


                              CITIBANK, N.A.

                              By   /s/ Laura A. Siracuse
                                   Name:  Laura A. Siracuse
                                   Title:


                              THE CHASE MANHATTAN BANK

                              By   /s/ Barry K. Bergman
                                   Name:  Barry K. Bergman
                                   Title:  Vice President


                              BANKBOSTON, N.A.

                              By   /s/ Judith C.E. Kelly
                                   Name:  Judith C.E. Kelly
                                   Title:  Vice President


                              THE BANK OF AMERICA, NT & SA

                              By   /s/ Bridget Garavalia
                                   Name:  Bridget Garavalia
                                   Title:  Managing Director


                              ARAB BANK PLC, GRAND CAYMAN

                              By   /s/ Nosal Barbar
                                   Name:  Nosal Barbar
                                   Title:


                              THE BANK OF NEW YORK

                              By   /s/ Michael Flnnery
                                   Name:  Michael Flannery
                                   Title:  Vice President


                              NATIONSBANK

                              By   /s/ Bridget Garavalia
                                   Name:  Bridget Garavalia
                                   Title:  Managing Director


                              CREDIT AGRICOLE INDOSUEZ

                              By   /s/ David Bouhl
                                   Name:  David Bouhl
                                   Title: First Vice President and
                                          Managing Director

                              By   /s/ Theodore D. Tice
                                   Name:  Theodore D. Tice
                                   Title:  Senior Relationship Manager


                              COMERICA BANK

                              By   /s/ Lisa M. Kotula
                                   Name:  Lisa M. Kotula
                                   Title:  Account Officer


                              CREDIT SUISSE FIRST BOSTON

                              By   /s/ Bill O'Daly
                                   Name:  Bill O'Daly
                                   Title:  Vice President

                              By   /s/ Chris T. Horgan
                                   Name:  Chris T. Horgan
                                   Title:  Vice President


                              THE FIFTH THIRD BANK

                              By   /s/ Tom Welch
                                   Name:  Tom Welch
                                   Title:  Assistant Vice President


                              THE FIRST NATIONAL BANK OF CHICAGO

                              By   /s/ Catherine A. Muszyniski
                                   Name:  Catherine A. Muszynsky
                                   Title:  Vice President


                              ALLFIRST BANK

                              By   /s/ Robert M. Beaver
                                   Name:  Robert M. Beaver
                                   Title:  Vice President


                              FLEET NATIONAL BANK

                              By   /s/  Christopher J. Kampe
                                   Name:  Christopher J. Kampe
                                   Title:  Vice President


                              MELLON BANK, N.A.

                              By   /s/ Richard J. Soherish
                                   Name:  Richard J. Soherish
                                   Title:  Vice President


                              MORGAN GUARANTY TRUST COMPANY
                              OF NEW YORK

                              By   /s/ Robert Bottamedi
                                   Name:  Robert Bottamedi
                                   Title:  Senior Vice President


                              NATIONAL BANK OF KUWAIT SAK -
                              NEW YORK

                              By   /s/  Muhammad Kamal
                                   Name:  Muhammad Kamal
                                   Title:  General Manager

                              By   /s/ Robert J. McNeill
                                   Name:  Robert J. McNeill
                                   Title:  Executive Manager


                              PNC BANK, OHIO, NATIONAL ASSOCIATION

                              By   /s/ Bruce A. Kintner
                                   Name:  Bruce A. Kintner
                                   Title:  Vice President


                              STANDARD CHARTERED BANK, N.A.

                              By   /s/ Shaflq Ur Rahman
                                   Name:  Shaflq Ur Rahman
                                   Title:  Standard Chartered Bank

                              By   /s/ Peter G.R. Dodds
                                   Name:  Peter G.R. Dodds
                                   Title:  Coin 98/62


                              FIRSTAR BANK, N.A.

                              By   /s/ Derek S. Roudebush
                                   Name:  Derek S. Roudebush
                                   Title:  Vice President


                              SUMITOMO BANK, LIMITED

                              By   /s/ J. Bruce Meredith
                                   Name:  J. Bruce Meredith
                                   Title:  Senior Vice President


                              SUNTRUST BANK CENTRAL FLORIDA, N.A.

                              By   /s/ Margaret A. Jaketic
                                   Name:  Margaret A. Jaketic
                                   Title:  Vice President


                              UNION BANK OF CALIFORNIA, N.A.

                              By   /s/ Timothy P. Streb
                                   Name:  Timothy P. Streb
                                   Title:  Vice President


                              WACHOVIA BANK, N.A.

                              By   /s/ Brad Walkins
                                   Name:  Brad Walkins
                                   Title:  Vice President


                              WELLS FARGO BANK, N.A.

                              By   /s/ Suzanne Morys
                                   Name:  Suzanne Morys
                                   Title:  Vice President

                              By   /s/ Bradley A. Hardy
                                   Name:  Bradley A. Hardy
                                   Title:  Vice President


            SCHEDULE I TO THE AMENDMENT AND RESTATEMENT

            COMMITMENTS AND APPLICABLE LENDING OFFICES



   Name of       Revolving    Domestic Lending    Eurodollar Lending
   Initial        Credit            Office                Office
    Lender      Commitment

Citibank,       $55,000,000  Credit:              Credit:
N.A.                          399 Park Avenue,     399 Park Avenue,
                              12th Floor           12th Floor
                              New York, NY 10043   New York, NY 10043
                              Attn: Marc Merlino   Attn: Marc Merlino
                              Phone: (212) 559-    Phone: (212) 559-
                              1875                 1875
                              Fax: (212) 793-      Fax: (212) 793-
                              7585                 7585
                             Administrative:      Administrative:
                              2 Penns Plaza        2 Penns Plaza
                              Suite 200            Suite 200
                              New Castle, DE       New Castle, DE
                              19720                19720
                              Attn: Leonard        Attn: Leonard
                              Sarcona              Sarcona
                              Phone: (718) 248-    Phone: (718) 248-
                              4536                 4536
                              Fax: (718) 248-      Fax: (718)  248-
                              4844                 4844

The Chase       $55,000,000  Credit:              Credit:
Manhattan                     270 Park Avenue,     270 Park Avenue,
Bank, N.A.                    48th Fl.             48th Fl.
                              New York, NY         New York, NY
                              10017                10017
                              Attn: Barry          Attn: Barry
                              Bergman              Bergman
                              Phone: (212) 270-    Phone: (212) 270-
                              0203                 0203
                              Fax: (212) 270-      Fax: (212) 270-
                              5646                 5646
                             Administrative:      Administrative:
                              1 Chase Manhattan    1 Chase Manhattan
                              Plaza                Plaza
                              8th Floor            8th Floor
                              New York, NY         New York, NY
                              10081                10081
                              Attn:  Amy           Attn: Amy Labinger
                              Labinger             Phone:  (212) 552-
                              Phone:  (212) 552-   4025
                              4025                 Fax:  (212) 552-
                              Fax:  (212) 552-    7500
                              7500

BankBoston,     $42,000,000  Credit:              Credit:
N.A.                          100 Federal Street   100 Federal Street
                              Mail Stop 01-09-05   Mail Stop 01-09-05
                              Boston, MA  02106    Boston, MA  02106
                              Attn: Judy Kelly     Attn: Judy Kelly
                              Phone: (617) 434-    Phone: (617) 434-
                              5280                 5280
                              Fax: (617) 434-      Fax: (617) 434-
                              6685                 6685
                             Administrative:      Administrative:
                              100 Federal Street   100 Federal Street
                              Mail Stop 01-21-     Mail Stop 01-21-
                              01                   01
                              Boston, MA           Boston, MA
                              02110                02110
                              Attn:  Michelle      Attn:  Michelle
                              Taglione             Taglione
                              Phone:  (617)        Phone:  (617)
                              434-4039             434-4039
                              Fax:  (617) 434-     Fax:  (617) 434-
                              6685                 6685

The Bank of     $50,500,000  Credit:              Credit:
America, NT &                 231 South LaSalle    231 South LaSalle
SA                            Street               Street
                              Chicago, IL  60697   Chicago, IL  60697
                              Attn: Sandy Ober     Attn: Sandy Ober
                              Phone: (312) 828-    Phone: (312) 828-
                              1307                 1307
                              Fax: (312) 987-      Fax: (312) 987-
                              0303                 0303
                             Administrative:      Administrative:
                              231 South LaSalle    231 So. LaSalle
                              Street               Street
                              Chicago, IL          Chicago, IL
                              60697                60697
                              Attn:  Sandra        Attn:  Sandra
                              Kramer               Kramer
                              Phone:  (312)        Phone:  (312)
                              828-6645             828-6645
                              Fax:  (312) 987-     Fax:  (312) 987-
                              5833                 5833

The Bank of     $24,000,000  Credit:              Credit:
New York                      One Wall Street,     One Wall Street,
                              22nd Floor           22nd Floor
                              New York, NY         New York, NY
                              10286                10286
                              Attn: Paula Regan    Attn: Paula Regan
                              Phone: (212) 635-    Phone: (212) 635-
                              7867                 7867
                              Fax: (212) 635-      Fax: (212) 635-
                              1483                 1483
                             Administrative:      Administrative:
                              One Wall Street,     One Wall Street,
                              22nd Floor           22nd Floor
                              New York, NY         New York, NY
                              10286                10286
                              Attn:  Susan         Attn:  Susan
                              Baratta              Baratta
                              Phone:  (212)        Phone:  (212)
                              635-6761             635-6761
                              Fax:  (212) 635-     Fax:  (212) 635-
                              6397                 6397

Credit Suisse   $24,000,000  Credit:              Credit:
First Boston                  11 Madison Ave.,     11 Madison Ave.,
                              19th Fl.             19th  Fl.
                              New York, NY         New York, NY
                              10010                10010
                              Attn: Chris Hogan    Attn: Chris Hogan
                              Phone: (212) 325-    Phone: (212) 325-
                              9157                 9157
                              Fax: (212) 325-      Fax: (212) 325-
                              8309                 8309
                             Administrative:      Administrative:
                              11 Madison Ave.      11 Madison Ave.
                              New York, NY         New York, NY
                              10010                10010
                              Attn:  Gina          Attn:  Gina
                              Manginello           Manginello
                              Phone: (212) 325-    Phone:  (212) 325-
                              9149                 9149
                              Fax:  (212) 325-     Fax:  (212) 325-
                              8319                 8319

Fleet           $24,000,000  Credit:              Credit:
National Bank                 One Federal Street   One Federal Street
                              MA OF 0320           MA OF 0320
                              Boston, MA  02110    Boston, MA  02110
                              Attn: Richard        Attn: Richard
                              Seufert              Seufert
                              Phone: (617) 346-    Phone: (617) 346-
                              0611                 0611
                              Fax: (617) 346-      Fax: (617) 346-
                              0689                 0689
                             Administrative:      Administrative:
                              One Federal Street   One Federal Street
                              MA OF 0308           MA OF 0308
                              Boston, MA  02110    Boston, MA  02110
                              Attn: Michael        Attn: Michael
                              Araujo               Araujo
                              Phone: (617) 346-    Phone: (617) 346-
                              0601                 0601
                              Fax: (617) 346-      Fax: (617) 346-
                              0595                 0595

PNC Bank,       $24,000,000  Credit:              Credit:
Ohio,                         201 East 5th         201 East 5th
National                      Street               Street
Association                   Cincinnati, OH       Cincinnati, OH
                              45202                45202
                              Attn: Joe            Attn: Joe
                              Richardson           Richardson
                              Phone: (513) 651-    Phone: (513) 651-
                              8688                 8688
                              Fax: (513) 651-      Fax: (513) 651-
                              8951                 8951
                             Administrative:      Administrative:
                              201 E. 5th Street    201 E. 5th Street
                              Cincinnati, OH       Cincinnati, OH
                              45202                45202
                              Attn: Sandy Wilson   Attn: Sandy Wilson
                              Phone:(513) 651-     Phone: (513)
                              8984                 651- 8984
                              Fax:  (513) 651-     Fax:  (513) 651-
                              8951                 8951

Sumitomo        $20,000,000  Credit:              Credit:
Bank, Limited                 U.S. Corporate       U.S. Corporate
                              Dept.                Dept.
                              277 Park Avenue,     277 Park Avenue,
                              6th Floor            6th Floor
                              New York, NY         New York, NY
                              10172                10172
                              Attn: Rohn           Attn: Rohn
                              Laudenschlager       Laudenschlager
                              Phone: (212) 224-    Phone: (212) 224-
                              4226                 4226
                              Fax (212) 418-4384   Fax (212) 418-4384
                             Administrative:      Administrative:
                              International        International
                              Finance Dept.        Finance Dept.
                              277 Park Avenue,     277 Park Avenue,
                              6th Floor            6th Floor
                              New York, NY         New York, NY
                              10172                10172
                              Attn: Ivelesse       Attn: Ivelesse
                              Mena-Garcia          Mena-Garcia
                              Phone: (212) 224-    Phone: (212) 224-
                              4150                 4150
                              Fax (212) 224-5197   Fax (212) 224-5197

Union Bank of   $23,750,000  Credit:              Credit:
California,                   350 California       350 California
N.A.                          St., 11th Fl.        St., 11th Fl.
                              San Francisco, CA    San Francisco, CA
                              94104                94104
                              Attn: Timothy P.     Attn: Timothy P.
                              Streb, VP            Streb, VP
                              Phone: (415) 705-    Phone: (415) 705-
                              7021                 7021
                              Fax: (415) 705-      Fax: (415) 705-
                              7085                 7085
                             Administrative:      Administrative:
                              350 California       350 California
                              St., 11th Fl.        St., 11th Fl.
                              San Francisco, CA    San Francisco, CA
                              94104                94104
                              Attn: Richard A.     Attn: Richard A.
                              Sutter, VP           Sutter, VP
                              Phone: (415) 705-    Phone: (415) 705-
                              7090                 7090
                              Fax: (415) 705-      Fax: (415) 705-
                              7085                 7085

Mellon Bank,    $19,000,000  Credit:              Credit:
N.A.                          One Mellon Bank      One Mellon Bank
                              Center,  Room 370    Center,  Room 370
                              Pittsburgh, PA       Pittsburgh, PA
                              15258-0001           15258-0001
                              Attn: Rick Schaich   Attn: Rick Schaich
                              Phone: (412) 234-    Phone: (412) 234-
                              4420                 4420
                              Fax: (412) 236-      Fax: (412) 236-
                              1914                 1914
                             Administrative:      Administrative:
                              Three Mellon Bank    Three Mellon Bank
                              Center               Center
                              Room 2305            Room 2305
                              Pittsburgh, PA       Pittsburgh, PA
                              15259-0003           15259-0003
                              Attn: Greg Klino     Attn: Greg Klino
                              Phone: (412) 234-    Phone: (412) 234-
                              1867                 1867
                              Fax: (412) 234-      Fax: (412) 234-
                              5049                 5049

Credit          $12,500,000  Credit:              Credit:
Agricole                      55 E. Monroe         55 E. Monroe
Indosuez                      Street               Street
                              Suite 4700           Suite 4700
                              Chicago, IL          Chicago, IL
                              60603                60603
                              Attn:  Ray           Attn:  Ray
                              Falkenberg           Falkenberg
                              Phone:  (312)        Phone:  (312)
                              917-7426             917-7426
                              Fax:  (312) 372-     Fax:  (312) 372-
                              3724                 3724
                             Administrative:      Administrative:
                              55 E. Monroe         55 E. Monroe
                              Street               Street
                              Suite 4700           Suite 4700
                              Chicago, IL          Chicago, IL
                              60603                60603
                              Attn:  James         Attn:  James
                              Barrett              Barrett
                              Phone:  (312)        Phone:  (312)
                              917-7429             917-7429
                              Fax:  (312) 372-     Fax:  (312) 372-
                              4421                 4421

The First       $21,250,000  Credit:              Credit:
National Bank                 One First National   One First National
of Chicago                    Plaza                Plaza
                              Chicago, IL 60670    Chicago, IL  60670
                              Attn: Diane Stark    Attn: Diane Stark
                              Phone: (312) 732-    Phone: (312) 732-
                              8251                 8251
                              Fax: (312) 336-      Fax: (312) 336-
                              4380                 4380
                             Administrative:      Administrative:
                              One First National   One First National
                              Plaza                Plaza
                              Chicago, IL 60670    Chicago, IL 60670
                              Attn: Karen          Attn: Karen
                              Hannusch             Hannusch
                              Phone: (312) 732-    Phone: (312) 732-
                              9868                 9868
                              Fax: (312) 732-      Fax: (312) 732-
                              2715                 2715

Morgan          $15,000,000  Credit:              Credit:
Guaranty                      60 Wall Street       60 Wall Street
Trust Company                 New York, NY 10260-  New York, NY 10260-
of New York                   0060                 0060
                              Attn: Deborah        Attn: Deborah
                              Boodheim             Boodheim
                              Phone: (212) 648-    Phone: (212) 648-
                              8063                 8063
                              Fax: (212) 648-      Fax: (212) 648-
                              5018                 5018
                             Administrative:      Administrative:
                              500 Stanton          500 Stanton
                              Christiana Ctr.      Christiana Ctr.
                              Newark, DE  19713-   Newark, DE  19713-
                              2107                 2107
                              Attn: Vickie         Attn: Vickie
                              Fedele               Fedele
                              Phone: (302) 634-    Phone: (302) 634-
                              4225                 4225
                              Fax: (302) 634-      Fax: (302) 634-
                              1852                 1852

Standard        $15,000,000  Credit:              Credit:
Chartered                     7 World Trade        7 World Trade
Bank                          Center               Center
                              27th Floor           27th Floor
                              New York, NY         New York, NY
                              10048                10048
                              Attn: David          Attn: David
                              Cutting              Cutting
                              Phone: (212) 667-    Phone: (212) 667-
                              0469                 0469
                              Fax: (212) 667-      Fax: (212) 667-
                              0225                 0225
                             Administrative:      Administrative:
                              707 Wilshire         707 Wilshire
                              Blvd., W-8-33        Blvd., W-8-33
                              Los Angeles, CA      Los Angeles, CA
                              90017                90017
                              Attn: Qustanti       Attn: Qustanti
                              Shiber               Shiber
                              Phone: (213) 614-    Phone: (213) 614-
                              5037                 5037
                              Fax: (213) 614-      Fax: (213) 614-
                              4270                 4270

Wachovia Bank   $10,000,000  Credit:              Credit:
of Georgia,                   191 Peachtree        191 Peachtree
N.A.                          Street, N.E.         Street, N.E.
                              28th Floor, GA-370   28th Floor, GA-
                              Atlanta, GA 30303    370
                              Attn: Brad Watkins   Atlanta, GA
                              Phone: (404) 332-    30303
                              7093                 Attn: Brad
                              Fax: (404) 332-      Watkins
                              6898                 Phone: (404)
                             Administrative:       332-7093
                              191 Peachtree        Fax: (404) 332-
                              Street, N.E.         6898
                              28th Floor, GA-370  Administrative:
                              Atlanta, GA 30303    191 Peachtree
                              Attn: Christy N.     Street, N.E.
                              Howard               28th Floor, GA-
                              Phone: (404) 332-    370
                              6261                 Atlanta, GA
                              Fax:  (404) 332-     30303
                              6898                 Attn: Christy
                                                   N. Howard
                                                   Phone: (404)
                                                   332-6261
                                                   Fax: (404) 332-
                                                   6898

Comerica Bank   $7,500,000   Credit:              Credit:
                              500 Woodward Ave.    500 Woodward Ave.
                              MC 3268              MC 3268
                              Detroit, MI  48226   Detroit, MI  48226
                              Attn: Hugh Porter    Attn: Hugh Porter
                              Phone (313) 222-     Phone (313) 222-
                              6192                 6192
                              Fax: (312) 222-      Fax: (312) 222-
                              9514                 9514
                             Administrative:      Administrative:
                              500 Woodward Ave.    500 Woodward Ave.
                              MC 3268              MC 3268
                              Detroit, MI  48226   Detroit, MI  48226
                              Attn: Beverly        Attn: Beverly
                              Jones                Jones
                              Phone (313) 222-     Phone (313) 222-
                              3805                 3805
                              Fax: (312) 222-      Fax: (312) 222-
                              3351                 3351

National Bank   $7,500,000   Credit:              Credit:
of Kuwait SAK                 299 Park Avenue      299 Park Avenue
- - New York                    New York, NY         New York, NY
                              10171-0023           10171-0023
                              Attn: Jeff Ganter    Attn: Jeff Ganter
                              Phone: (212) 303-    Phone: (212) 303-
                              9828                 9828
                              Fax: (212) 319-      Fax: (212) 319-
                              8269                 8269
                             Administrative:      Administrative:
                              299 Park Avenue      299 Park Avenue
                              New York, NY         New York, NY
                              10171-0023           10171-0023
                              Attn:  Jeff Ganter   Attn:  Jeff Ganter
                              (212) 303-9868       (212) 303-9868
                              (212) 319-8269       (212) 319-8269

Arab Bank       $6,250,000   Credit:              Credit:
PLC, Grand                    520 Madison Ave.     520 Madison Ave.
Cayman                        New York, NY         New York, NY
                              10022                10022
                              Attn: Samer Tamimi   Attn: Samar Tamimi
                              Phone: (212) 715-    Phone: (212) 715-
                              9712                 9712
                              Fax: (212) 593-      Fax: (212) 593-
                              4632                 4632
                             Administrative:      Administrative:
                              520 Madison Ave.     520 Madison Ave.
                              New York, NY         New York, NY
                              10022                10022
                              Attn: Justo          Attn: Justo
                              Huapaya              Huapaya
                              Phone: (212) 715-    Phone: (212) 715-
                              9713                 9713
                              Fax: (212) 593-      Fax: (212) 593-
                              4632                 4632

The Fifth-      $6,250,000   Credit:              Credit:
Third Bank                    38 Fountain          38 Fountain
                              Square Plaza         Square Plaza
                              Cincinnati, OH       Cincinnati, OH
                              45263                45263
                              Attn: Andy Hauck     Attn: Andy Hauck
                              Phone:  (513)        Phone:  (513)
                              579-4178             579-4178
                              Fax:  (513) 579-     Fax:  (513) 579-
                              5226                 5226
                             Administrative:      Administrative:
                              38 Fountain          38 Fountain
                              Square Plaza         Square Plaza
                              Cincinnati, OH       Cincinnati, OH
                              45263                45263
                              Attn:  Daniel        Attn:  Daniel
                              Mullen               Mullen
                              Phone:  (513)        Phone:  (513)
                              579-4104             579-4104
                              Fax:  (513) 579-     Fax:  (513) 579-
                              4226                 4226

Allfirst Bank   $7,500,000   Credit:              Credit:
                              25 S. Charles        25 S. Charles
                              Street               Street
                              Baltimore, MD        Baltimore, MD
                              21201                21201
                              Attn: Jerome         Attn: Jerome
                              Ratliffe             Ratliffe
                              Phone:  (410)        Phone:  (410)
                              244-4852             244-4852
                              Fax:  (410) 545-     Fax:  (410) 244-
                              2047                 2047
                             Administrative:      Administrative:
                              25 S. Charles        25 S. Charles
                              Street               Street
                              Baltimore, MD        Baltimore, MD
                              21201                21201
                              Attn:  Emilia        Attn:  Emilia
                              Schwartz             Schwartz
                              Phone:  (410)        Phone:  (410)
                              244-4201             244-4201
                              Fax:  (410) 244-     Fax:  (410) 244-
                              4294                 4294

Firstar Bank,   $7,500,000   Credit:              Credit:
N.A.                          425 Walnut Street,   425 Walnut Street,
                              ML: 8160             ML: 8160
                              Cincinnati, OH       Cincinnati, OH
                              45202                45202
                              Attn: Derek          Attn: Derek
                              Roudebush            Roudebush
                              Phone: (513) 632-    Phone: (513) 632-
                              4010                 4010
                              Fax: (513) 762-      Fax: (513) 762-
                              2068                 2068
                             Administrative:      Administrative:
                              425 Walnut Street    425 Walnut Street
                              Cincinnati, OH       Cincinnati, OH
                              45202                45202
                              Attn: Patty          Attn: Patty
                              Gambert              Gambert
                              Phone:  (513)        Phone:  (513)
                              632-4034             632-4034
                              Fax:  (513) 632-     Fax:  (513) 632-
                              3099                 3099

SunTrust        $6,250,000   Credit:              Credit:
Bank, N.A.                    200 S. Orange Ave.   200 S. Orange Ave.
                              MC 0-1043            MC 0-1043
                              Orlando, FL  32801   Orlando, FL  32801
                              Attn: Stephen L.     Attn: Stephen L.
                              Leister              Leister
                              Phone: (407) 237-    Phone: (407) 237-
                              4705                 4705
                              Fax: (407) 237-      Fax: (407) 237-
                              6894                 6894
                             Administrative:      Administrative:
                              200 S. Orange Ave.   200 S. Orange Ave.
                              MC 0-1043            MC 0-1043
                              Orlando, FL  32801   Orlando, FL  32801
                              Attn: Lois Keezel    Attn: Lois Keezel
                              Phone: (407) 237-    Phone: (407) 237-
                              4855                 4855
                              Fax: (407) 237-      Fax: (407) 237-
                              6894                 6894

Wells Fargo     $16,250,000  Credit:              Credit:
Bank, N.A.                    230 W. Monroe St.    230 W. Monroe St.
                              Suite 2900           Suite 2900
                              Chicago, IL 60606    Chicago, IL 60606
                              Attn: Suzanne        Attn: Suzanne
                              Morys, V.P.          Morys, V.P.
                              Phone: 312-845-      Phone: 312-845-
                              8605                 8605
                              Fax: 312-553-4783    Fax: 312-553-4378
                             Administrative:      Administrative:
                              707 Wilshire Blvd.   707 Wilshire Blvd.
                              MAC 2818-165         MAC 2818-165
                              Los Angeles, CA      Los Angeles, CA
                              90017                90017
                              Attn: Matt Frey      Attn: Matt Frey
                              Phone: 213-614-      Phone: 213-614-
                              5038                 5038
                              Fax: 213-623-5674    Fax: 213-623-5674


___________

TOTAL OF COMMITMENTS: $500,000,000

EX-10.2

                  FINGERHUT RECEIVABLES, INC.,

                           Transferor



                       AXSYS NATIONAL BANK
               (formerly Fingerhut National Bank),

                            Servicer

                              and

                THE BANK OF NEW YORK (DELAWARE),

                            Trustee

           on behalf of Series 1998-3 Securityholders

                 of the Fingerhut Master Trust



                        SECOND AMENDMENT

                    Dated as of July 29, 1999

                              to

                    SERIES 1998-3 SUPPLEMENT

                   Dated as of July 30, 1998

                               to

      AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

                   Dated as of March 18, 1998





          SECOND AMENDMENT dated as of July 29, 1999 ("Second
Amendment") to SERIES 1998-3 SUPPLEMENT, by and among Fingerhut
Receivables, Inc., as Transferor (the "Transferor"), Axsys
National Bank (formerly named Fingerhut National Bank), as
Servicer (the "Servicer") and The Bank of New York (Delaware), as
Trustee (the "Trustee").  Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Agreement
(as hereinafter defined).

          WHEREAS, the Transferor, the Servicer and the Trustee
have heretofore executed and delivered the Amended and Restated
Pooling and Servicing Agreement dated as of March 18, 1998, by
and among the Transferor, the Servicer and the Trustee, as
supplemented by the Series 1998-3 Supplement dated as of July 30,
1998 to the Pooling and Servicing Agreement, as amended by the
First Amendment dated March 17, 1999 (the "Series Supplement").
The Pooling and Servicing Agreement, as supplemented by the
Series Supplement is referred to herein as the "Agreement"); and

          WHEREAS, the Section 13.1(b) of the Pooling and
Servicing Agreement provides that the Transferor, the Servicer
and the Trustee with the consent of the Holders of Investor
Securities representing not less than 66-2/3% of the Invested
Amount of each and every Series or Participation adversely
affected, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement, or of modifying in any manner the rights
of the Investor Securityholders of any Series then issued and
outstanding, provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor
Security of such Series without the consent of all of the related
Investor Securityholders, (ii) change the definition of or the
manner of calculating the interest of any Investor Securityholder
of such Series without the consent of the related Investor
Securityholder or (iii) reduce the aforesaid percentage required
to consent to any such amendment, in each case without the
consent of all such Investor Securityholders.

          NOW, THEREFORE, the Transferor, the Servicer and the
Trustee hereby amend the Series Supplement as follows:

          SECTION 1.1  The definitions of "Bank Rate," "Capped
Interest Rate," "Class A Facility Usage Fee," "Class A Program
Fee," "Class B Facility Usage Fee," "Class B Program Fee," "Class
C Facility Usage Fee," "Class C Program Fee," "Facility Unused
Fee," "Interest Component," "Required Senior Securityholders" and
"Specified Termination Date" from Section 2 of the Series
Supplement are hereby amended and restated in their entirety to
read as follows:

               "`Bank Rate" shall mean, for any Funding
     Period, an interest rate per annum equal to the sum of
     (a) LIBOR and (b) 0.50% per annum, provided, however,
     that:

                    "(i)  if any Purchaser or Liquidity
               Provider determines that (A) it would be
               contrary to law or to the directive of any
               central bank or other governmental authority
               to obtain United Stated dollars in the London
               interbank market to fund its investment in a
               Senior Security for such Funding Period, or
               (B) it is unable, by reason of circumstances
               affecting the London interbank market
               generally, to obtain United States dollars in
               such market to fund its investment in such
               Senior Security for such Funding Period, then
               the Bank Rate for such Funding Period shall
               be the Federal Funds Effective Rate plus
               0.50%; and

                    (ii)  following the occurrence and
               during the continuance of a Pay Out Event,
               the Bank Rate shall be an interest rate per
               annum equal to the sum of (A) the Prime Rate
               and (B) two percent (2%) per annum."

               "`Capped Interest Rate" shall mean LIBOR plus
     0.50%."

               "`Class A Facility Usage Fee" shall mean, for
     any Business Day, an amount equal to the product of (i)
     a fraction the numerator of which is the actual number
     of days from and including the preceding Business Day
     to but excluding such Business Day and the denominator
     of which is 360, (ii) 0.150% and (iii) the Class A
     Invested Amount on the preceding Business Day."

               "`Class A Program Fee" shall mean, for any
     Business Day, an amount equal to the product of (i) a
     fraction the numerator of which is the actual number of
     days from and including the preceding Business Day to
     but excluding such Business Day and the denominator of
     which is 360, (ii) 0.100% and (iii) the Class A
     Invested Amount on the preceding Business Day."

               "`Class B Facility Usage Fee" shall mean, for
     any Business Day, an amount equal to the product of (i)
     a fraction the numerator of which is the actual number
     of days from and including the preceding Business Day
     to but excluding such Business Day and the denominator
     of which is 360, (ii) 0.2125% and (iii) the Class B
     Invested Amount on the preceding Business Day."

               "`Class B Program Fee" shall mean, for any
     Business Day, an amount equal to the product of (i) a
     fraction the numerator of which is the actual number of
     days from and including the preceding Business Day to
     but excluding such Business Day and the denominator of
     which is 360, (ii) 0.275% and (iii) the Class B
     Invested Amount on the preceding Business Day."

               "`Class C Facility Usage Fee" shall mean, for
     any Business Day, an amount equal to the product of (i)
     a fraction the numerator of which is the actual number
     of days from and including the preceding Business Day
     to but excluding such Business Day and the denominator
     of which is 360, (ii) 0.2125% and (iii) the Class C
     Invested Amount on the preceding Business Day."

               "`Class C Program Fee" shall mean, for any
     Business Day, an amount equal to the product of (i) a
     fraction the numerator of which is the actual number of
     days from and including the preceding Business Day to
     but excluding such Business Day and the denominator of
     which is 360, (ii) 0.475% and (iii) the Class C
     Invested Amount on the preceding Business Day."

               "`Facility Unused Fee" shall mean, for any
     Business Day, an amount equal to the sum of (A) the
     product of (i) a fraction the numerator of which is the
     actual number of days from and including the preceding
     Business Day to but excluding such Business Day and the
     denominator of which is 360, (ii) 0.150% and (iii) the
     excess of (a) the Class A Maximum Invested Amount minus
     the Class A Invested Amount as of the preceding
     Business Day and (B) the product of (i) a fraction the
     numerator of which is the actual number of days from
     and including the preceding Business Day to but
     excluding such Business Day and the denominator of
     which is 360, (ii) 0.2125% and (iii) the excess of
     (x)the sum of the Class B Maximum Invested Amount and
     the Class C Maximum Invested Amount over (y) the sum of
     the Class B Invested Amount and the Class C Invested
     Amount, each as of the preceding Business Day."

               "`Interest Component" shall mean, with
     respect to any Commercial Paper (i) issued on a
     discount basis, the portion of the face amount of such
     Commercial Paper representing the discount incurred in
     respect thereof and (ii) issued on an interest-bearing
     basis, the interest payable on such Commercial Paper
     (in each case including the related Commercial Paper
     dealer fees payable in connection with the issuance of
     such Commercial Paper and any fees due and owing
     pursuant to Section 2.03 of the Security Purchase
     Agreement)."

               "`Required Senior Securityholders' shall mean
     (a) prior to the Specified Termination Date, the
     Holders of Senior Securities whose Purchaser Group
     Percentages aggregate more than 50% and (b) after the
     Specified Termination Date, the Holders of Senior
     Securities evidencing undivided interests aggregating
     more than 50% of the sum of the Class A Invested
     Amount, the Class B Invested Amount and the Class C
     Invested Amount."

               "`Specified Termination Date' shall mean
     July 27, 2000, or such later date to which the
     Specified Termination Date may be extended pursuant to
     Section 2.05 of the Security Purchase Agreement."

          SECTION 1.2  The definition of "Purchaser Group
Funded Portion" is hereby added to Section 2 of the
Series Supplement:

               "`Purchaser Group Funded Portion" shall mean
     at any time, with respect to any Purchaser Group, the
     aggregate amount of the Class A Invested Amount, the
     Class B Invested Amount or the Class C Invested
     Amount, as the case may be, held by such Purchaser
     Group at such time."

          SECTION 1.3  The first paragraph of Subsection 6.15(b)
of the Agreement is hereby amended and restated in its entirety
to read as follows:

               "(b) Notwithstanding anything in Section
     6.15(a) hereof to the contrary, any acquisition of
     Additional Invested Amounts pursuant to Section 6.15(a)
     hereof may be allocated other than pursuant to the
     Purchaser Group Percentages; provided, however, that in
     no event shall the Purchaser Group Funded Portion of
     the Senior Securities held at any one time by Four
     Winds Funding Corporation and its related Purchaser
     Group exceed the Purchaser Group Funded Portion of the
     Senior Securities held at such time by Kitty Hawk
     Funding Corporation and its related Purchaser Group;
     provided, further, that no Series 1998-3 Securityholder
     shall be allocated more than the Purchaser Group
     Percentage of the Facility Limit; and provided,
     further, that the Invested Amounts of each Class of
     Series 1998-3 Securities are increased
     proportionately."

          SECTION 1.4 Subsection 10(n) of the Series Supplement
is hereby amended and restated in its entirety to read as
follows:

               "(n)  Each of the Transferor and the Servicer
     hereby agrees and consents to the assignment by each
     Conduit Purchaser from time to time of all or any part
     of its rights under, interest in and title to this
     Agreement and the Senior Securities of its Purchaser
     Group to any Liquidity Provider or Program Support
     Provider for such Conduit Purchaser.  In addition, each
     of the Transferor and the Servicer hereby consents to
     the assignment by each Conduit Purchaser of all of its
     rights under, interest in and title to its Purchaser
     Group Funded Portion of the Class A Invested Amount,
     the Class B Invested Amount and/or the Class C Invested
     Amount, as applicable, to the related Alternate
     Purchaser in the event such Conduit Purchaser
     determines not to fund any Additional Invested Amount
     hereunder.  Notwithstanding anything to the contrary in
     this subsection 10(n), the Transferor and the Servicer
     do not consent to the assignment by each Conduit
     Purchaser of all or any part of its rights under,
     interest in and title to (i) the Senior Securities of
     its Purchaser Group or (ii) its Purchaser Group Funded
     Portion of the Class A Invested Amount, the Class B
     Invested Amount and/or the Class C Invested Amount, as
     applicable, in each case if (A) such attempted
     assignment will cause the number of Persons in any
     Purchaser Group holding any interests described above
     to exceed five (5) or (B) such attempted transfer would
     cause the number of Targeted Holders to exceed one-
     hundred."

          SECTION 2.  Ratification of Agreement.  As amended by
this Second Amendment, the Series Supplement is in all respects
ratified and confirmed, and the Series Supplement as so amended
by this Second Amendment shall be read, taken and construed as
one and the same instrument.

          SECTION 3.  No Waiver.  The execution and delivery of
this Second Amendment shall not constitute a waiver of a past
default under the Agreement or impair any right consequent
thereon.

          SECTION 4.  Counterparts.  The Second Amendment may be
executed in two or more counterparts including telecopy
transmission thereof (and by different parties on separate
counterparts), each of which shall be an original, but all of
which together shall constitute one and the same instrument.

          SECTION 5.  GOVERNING LAW.  THIS SECOND AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          SECTION 6.  Effective Date.  This Second Amendment
shall automatically become effective as of the date upon which it
has been executed by the Transferor, the Trustee, and the
Servicer, and has been consented to by the holders of all of the
Senior Securityholders.

          IN WITNESS WHEREOF, the Transferor, the Servicer, the
Trustee and the Senior Securityholders have caused this Second
Amendment to be duly executed by their respective officers,
thereunto duly authorized, as of the day and year first above
written.

                         FINGERHUT RECEIVABLES, INC.,
                         as Transferor

                         By:  /s/ Brian M. Szames
                         Name:  Brian M. Szames
                         Title:  President


                         AXSYS NATIONAL BANK
                         (formerly named Fingerhut National Bank),
                         as Servicer


                         By:  /s/ Brian M. Szames
                         Name:  Brian M. Szames
                         Title:  Treasurer


                         THE BANK OF NEW YORK (Delaware),
                         as Trustee

                         By:  /s/  Reyne A. Macadaeg
                         Name:  Reyne A. Macadaeg
                         Title:  Assistant Vice President


          By signing this Second Amendment, the following Senior
Securityholders hereby consent to such Second Amendment.

                         BANK OF AMERICA, N.A.,
                         as Senior Securityholder

                         By:  /s/  Elliott T. Lemon
                         Name:  Elliott T. Lemon
                         Title: Vice President

                         THE FIRST NATIONAL BANK OF CHICAGO,
                         as Senior Securityholder

                         By:  /s/ Brooks P. Crankshaw
                         Name:  Brooks P. Crankshaw
                         Title:  First Vice President

                         COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO
                         BRANCH, as Senior Securityholder

                         By:  /s/ Carl H. Jackson
                         Name:  Carl H. Jackson
                         Title:  Vice President

                         By:  /s/  James F. Ahern
                         Name:  James F. Ahern
                         Title: Vice President

EX-10.3

                                                   Execution Copy

=================================================================


                  SECURITY PURCHASE AGREEMENT

                             among


                  FINGERHUT RECEIVABLES, INC.,
                       as the Transferor,


                              and

                KITTY HAWK FUNDING CORPORATION,
            FALCON ASSET SECURITIZATION CORPORATION,
                FOUR WINDS FUNDING CORPORATION,
                     as Conduit Purchasers,

                              and

                   THE FINANCIAL INSTITUTIONS
               FROM TIME TO TIME PARTIES HERETO,
                    as Alternate Purchasers,

                              and

                       NATIONSBANK, N.A.,
              THE FIRST NATIONAL BANK OF CHICAGO,
        COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO BRANCH,
                       as Managing Agents,

                              and

                       NATIONSBANK, N.A.,
           as Administrative Agent for the Purchasers


                   Dated as of July 30, 1998


=================================================================



                       TABLE OF CONTENTS

ARTICLE IDEFINITIONS
     Section 1.01  Certain Defined Terms                        2
     Section 1.02  Other Rules of Construction                  5
     Section 1.03  Computation of Time Periods                  6

ARTICLE IIPURCHASE OF SENIOR SECURITIES
     Section 2.01  Sale and Delivery of the Senior Securities   6
     Section 2.02  Increases and Decreases in the Invested
                   Amount                                       7
     Section 2.03  Selection of Funding Periods                 8
     Section 2.04  Distribution of Interest and Principal
                   Payments                                     8
     Section 2.05  Extension of Term                           10
     Section 2.06  Certain Payment                             10

ARTICLE IIICONDITIONS PRECEDENT
     Section 3.01  Conditions Precedent to the Obligations
                   of the Purchasers                           10

ARTICLE IVREPRESENTATIONS AND WARRANTIES
     Section 4.01  Representations and Warranties of the
                   Transferor                                  11
     Section 4.02  Representations, Warranties and Covenants
                   of the Purchasers                           13

ARTICLE VCOVENANTS OF THE TRANSFEROR
     Section 5.01  Access to Information                       15
     Section 5.02  Reporting Requirements of the Transferor    15

ARTICLE VIINDEMNIFICATION; EXPENSES; RELATED MATTERS
     Section 6.01  Indemnities by the Transferor               16
     Section 6.02  Indemnity for Taxes, Reserves and Expenses  17
     Section 6.03  Taxes                                       18
     Section 6.04  Other Costs, Expenses and Related Matters   20
     Section 6.05  Indemnity for Breakage Costs                20

ARTICLE VIITHE ADMINISTRATIVE AGENT; MANAGING AGENTS
     Section 7.01  Authorization and Action of Administrative
                   Agent                                       21
     Section 7.02  Administrative Agent's Reliance, Etc.       21
     Section 7.03  Credit Decision                             22
     Section 7.04  Indemnification of the Administrative Agent 22
     Section 7.05  Successor Administrative Agent              22
     Section 7.06  Payments by the Administrative Agent        23
     Section 7.07  Authorization and Action of Managing Agent  23
     Section 7.08  Managing Agent's Reliance, Etc.             24
     Section 7.09  Credit Decision                             24
     Section 7.10  Indemnification of the Managing Agent       25
     Section 7.11  Successor Managing Agent                    25
     Section 7.12  Payments by a Managing Agent                26

ARTICLE VIIIASSIGNMENTS AND PARTICIPATIONS
     Section 8.01  Assignments.                                26
     Section 8.02  Participations                              30

ARTICLE VIIIMISCELLANEOUS
     Section 9.01  Termination of Agreement; Survival          30
     Section 9.02  Waivers; Amendments                         31
     SECTION 9.03  GOVERNING LAW; SUBMISSION TO JURISDICTION;
                   WAIVER OF JURY TRIAL.                       31
     Section 9.04  Integration                                 32
     Section 9.05  Counterparts                                32
     Section 9.06  Headings                                    32
     Section 9.07  Notices                                     32
     Section 9.08  Successors and Assigns                      33
     Section 9.09  Severability of Provisions                  33
     Section 9.10  Further Assurances                          34
     Section 9.11  Non-Petition Covenant                       34
     Section 9.12  Limited Recourse Against Transferor         34


SCHEDULES AND EXHIBITS

Schedule I     --   List of Closing Documents
Schedule II    --   Alternate Purchaser Commitments

Exhibit A      --   Form of Assignment and Assumption Agreement
Exhibit B      --   Form of Investment Letter




                   SECURITY PURCHASE AGREEMENT


          THIS SECURITY PURCHASE AGREEMENT, entered into and
dated as of July 30, 1998  (as hereinafter amended, restated,
supplemented or otherwise modified from time to time, the
"Agreement"), is by and among FINGERHUT RECEIVABLES, INC., a
Delaware corporation (the "Transferor"), KITTY HAWK FUNDING
CORPORATION, a Delaware corporation ("Kitty Hawk"), as a Conduit
Purchaser, FALCON ASSET SECURITIZATION CORPORATION, a Delaware
corporation ("Falcon"), as a Conduit Purchaser, FOUR WINDS
FUNDING CORPORATION, a Delaware corporation ("Four Winds"), as a
Conduit Purchaser, NATIONSBANK, N.A., a national banking
association ("NationsBank"), in its capacity as a Managing Agent
and individually as an Alternate Purchaser, THE FIRST NATIONAL
BANK OF CHICAGO, a national banking association ("FNBC"), in its
capacity as a Managing Agent and individually as an Alternate
Purchaser, COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO BRANCH, a bank
organized under the laws of the Republic of Germany, acting
through its Chicago branch ("Commerzbank"), in its capacity as a
Managing Agent and individually as an Alternate Purchaser, THE
OTHER FINANCIAL INSTITUTIONS PARTIES HERETO FROM TIME TO TIME, as
Alternate Purchasers, and NATIONSBANK, as Administrative Agent
for the Purchasers.


                           WITNESSETH:

          WHEREAS, the Transferor has conveyed and proposes to
convey Receivables and certain other assets to the Fingerhut
Master Trust (the "Trust") pursuant to an Amended and Restated
Pooling and Servicing Agreement dated as of March 18, 1998, among
the Transferor, Fingerhut National Bank, a national banking
association, in its capacity as servicer (the "Servicer"),  and
The Bank of New York, in its capacity as trustee (the "Trustee")
of the Trust (as amended, restated, supplemented or otherwise
modified from time to time, the "Pooling and Servicing
Agreement").

          WHEREAS, on the Closing Date, the Transferor will be
the owner of Class A Securities, Series 1998-3 representing a
fluctuating principal amount of not more than $336,363,636 (the
"Class A Securities"), Class B Securities, Series 1998-3
representing a fluctuating principal amount of not more than
$9,090,909 (the "Class B Securities"), and Class C Securities,
Series 1998-3 representing a fluctuating principal amount of not
more than $54,545,455 (the "Class C Securities", and together
with the Class A Securities and the Class B Securities,
collectively, the "Senior Securities"), each as issued by the
Trust pursuant to the Series 1998-3 Supplement dated as of July
30, 1998 among the Transferor, the Servicer and the Trustee (as
amended, restated, supplemented or otherwise modified from time
to time, the "Series Supplement") to the Pooling and Servicing
Agreement.

          WHEREAS, the Transferor wishes to sell to the
Purchasers and the Purchasers wish to buy from the Transferor,
the Senior Securities on the terms and conditions stated herein.

          NOW, THEREFORE, In consideration of the premises and
the mutual covenants herein contained, the parties hereby agree
as follows:


                           ARTICLE I
                          DEFINITIONS

          Section 1.01  Certain Defined Terms.  All capitalized
terms used and not otherwise defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement
or in the Series Supplement, as applicable.  As used in this
Agreement, the terms defined in the foregoing paragraphs shall
have their defined meanings when used herein, and the following
terms shall have the following meanings:

          "Accredited Investor" shall mean an accredited investor
     within the meaning of Rule 501(a) under the Securities Act.

          "Administrative Agent" shall mean NationsBank or any
     successor administrative agent appointed as herein provided.

          "Alternate Purchaser" shall mean, individually, each of
     (i) with respect to the Purchaser Group of which Kitty Hawk
     is a member, NationsBank and its respective successors and
     assigns, (ii) with respect to the Purchaser Group of which
     Falcon is a member, FNBC and its respective successors and
     assigns, (iii) with respect to the Purchaser Group of which
     Four Winds is a member, Commerzbank and its respective
     successors and assigns, and (iv) with respect to any other
     Purchaser Group, the financial institutions specified as
     such in any supplement hereto and their respective
     successors and permitted assigns, and "Alternate Purchasers"
     shall mean, collectively, all of the foregoing.

          "Assignment" shall mean, with respect to each Purchaser
     Group, an assignment pursuant to an Assignment and
     Assumption Agreement by which a Conduit Purchaser or
     Alternate Purchaser may assign its interests in one or more
     Classes of the Senior Securities of its Purchaser Group
     pursuant to Section 8.01 hereof.

          "Assignment Amount" shall mean, at any time with
     respect to an Assignment:

          (a)  by a Conduit Purchaser in the Purchaser Group with
     respect to which NationsBank is the Managing Agent to an
     Alternate Purchaser in such Purchaser Group, an amount equal
     to the sum of (i) the lesser of (A) such Alternate
     Purchaser's Pro Rata Share of the portion of the related
     Purchaser Group Percentage of the Class A Invested Amount,
     if any, being assigned at such time and (B) such Alternate
     Purchaser's unused Class A Commitment Amount, (ii) the
     lesser of (A) such Alternate Purchaser's Pro Rata Share of
     the portion of the related Purchaser Group Percentage of the
     Class B Invested Amount, if any, being assigned at such time
     and (B) such Alternate Purchaser's unused Class B Commitment
     Amount and (iii) the lesser of (A) such Alternate
     Purchaser's Pro Rata Share of the portion of the related
     Purchaser Group Percentage of the Class C Invested Amount,
     if any, being assigned at such time and (B) such Alternate
     Purchaser's unused Class C Commitment Amount;

          (b)  by a Conduit Purchaser in the Purchaser Group with
     respect to which FNBC is the Managing Agent to an Alternate
     Purchaser in such Purchaser Group, an amount determined in
     accordance with the Liquidity Provider Agreement with
     respect to such Conduit Purchaser; and

          (c)  by a Conduit Purchaser in the Purchaser Group with
     respect to which Commerzbank is the Managing Agent to an
     Alternate Purchaser in such Purchaser Group, an amount
     determined in accordance with the Liquidity Provider
     Agreement with respect to such Conduit Purchaser.

          "Assignment and Assumption Agreement" shall mean an
     Assignment and Assumption Agreement substantially in the
     form of Exhibit A attached hereto.

          "Class A Commitment Amount" shall mean, with respect to
     each Alternate Purchaser, the maximum amount of the Class A
     Invested Amount to be funded by such Alternate Purchaser as
     set forth on Schedule II hereto or in an Assignment and
     Assumption Agreement, as such amount may be reduced as a
     result of an Assignment and/or pursuant to a reduction in
     the Facility Limit in accordance with the proviso of the
     definition of the term "Facility Limit" in the Series
     Supplement.

          "Class B Commitment Amount" shall mean, with respect to
     each Alternate Purchaser, the maximum amount of the Class B
     Invested Amount to be funded by such Alternate Purchaser as
     set forth on Schedule II hereto or in an Assignment and
     Assumption Agreement, as such amount may be reduced as a
     result of an Assignment and/or pursuant to a reduction in
     the Facility Limit in accordance with the proviso of the
     definition of the term "Facility Limit" in the Series
     Supplement.

          "Class C Commitment Amount" shall mean, with respect to
     each Alternate Purchaser, the maximum amount of the Class C
     Invested Amount to be funded by such Alternate Purchaser as
     set forth on Schedule II hereto or in an Assignment and
     Assumption Agreement, as such amount may be reduced as a
     result of an Assignment and/or pursuant to a reduction in
     the Facility Limit in accordance with the proviso of the
     definition of the term "Facility Limit" in the Series
     Supplement.

          "Conduit Assignee" shall mean, with respect to any
     Purchaser Group, any commercial paper conduit administered
     by the applicable Managing Agent and designated from time to
     time to accept an Assignment from the related Conduit
     Purchaser (and thus becoming a Conduit Purchaser hereunder)
     of all or a portion of the related Purchaser Group
     Percentage of the Class A Invested Amount, the Class B
     Invested Amount and the Class C Invested Amount.

          "Conduit Purchaser" shall mean, individually, each of
     (i) with respect to the Purchaser Group of which Kitty Hawk
     is a member, Kitty Hawk and any related Conduit Assignee,
     (ii) with respect to the Purchaser Group of which Falcon is
     a member, Falcon and any related Conduit Assignee, and (iii)
     with respect to the Purchaser Group of which Four Winds is a
     member, Four Winds and any related Conduit Assignee, and
     "Conduit Purchasers" shall mean, collectively, all of the
     foregoing.

          "Excluded Taxes" has the meaning given to such term in
     Section 6.03(a) hereof.

          "Fee Letter" shall mean the letter agreement of even
     date herewith, among the Transferor, the Administrative
     Agent and each Managing Agent, regarding certain fees
     payable by the Transferor under or in connection with this
     Agreement, as the same may be amended, restated or otherwise
     modified from time to time.

          "Funding Period" shall mean each period determined
     pursuant to Section 2.03 to which all or a portion of each
     Purchaser Group Percentage of the Invested Amount is
     allocated for the purposes of determining the Cost of Funds
     for such Invested Amount.

          "Increased Costs" shall mean Indemnified Amounts,
     Section 6.02 Costs, Taxes and any amounts payable pursuant
     to Section 6.05 hereof, as applicable.

          "Indemnified Amounts" has the meaning given to such
     term in Section 6.01(a) hereof.

          "Indemnified Claim" has the meaning given to such term
     in Section 6.01(b) hereof.

          "Indemnified Parties" has the meaning given to such
     term in Section 6.01(a) hereof.

          "Interest Payment" has the meaning given to such term
     in Section 2.04(a) hereof.

          "Liquidity Provider" shall mean the Person or Persons
     who will provide liquidity support to a Conduit Purchaser
     pursuant to a Liquidity Provider Agreement.

          "Liquidity Provider Agreement" shall mean an agreement
     between a Conduit Purchaser and a Liquidity Provider
     evidencing the obligation of such Liquidity Provider to
     provide liquidity support to such Conduit Purchaser in
     connection with the issuance by such Conduit Purchaser of
     Commercial Paper.

          "Managing Agents" shall mean, (i) with respect to the
     Purchaser Group of which Kitty Hawk is a member,
     NationsBank, (ii) with respect to the Purchaser Group of
     which Falcon is a member, FNBC, (iii) with respect to the
     Purchaser Group of which Four Winds is a member,
     Commerzbank, and (iv) with respect to any other Purchaser
     Group, the financial institution or other Person identified
     as such in any supplement hereto for such Purchaser Group.
          "Principal Agreements" shall mean this Agreement, the
     Pooling and Servicing Agreement, the Series Supplement and
     the Senior Securities.

          "Program Support Agreement" shall mean an agreement
     between a Conduit Purchaser and a Program Support Provider
     evidencing the obligation of such Program Support Provider
     to provide liquidity or credit enhancement or asset purchase
     facilities for or in respect of any assets or liabilities of
     any Conduit Purchaser in connection with the issuance by
     such Conduit Purchaser of Commercial Paper.

          "Program Support Provider" shall mean the Person or
     Persons who will provide program support to a Conduit
     Purchaser pursuant to a Program Support Agreement.

          "Pro Rata Share" shall mean, with respect to each
     Alternate Purchaser at any time, (i) with respect to the
     Class A Securities, a percentage equal to such Alternate
     Purchaser's Class A Commitment Amount at such time divided
     by the aggregate Class A Commitment Amounts of all Alternate
     Purchasers in the same Purchaser Group as such Alternate
     Purchaser at such time; (ii) with respect to the Class B
     Securities, a percentage equal to such Alternate Purchaser's
     Class B Commitment Amount at such time divided by the
     aggregate Class B Commitment Amounts of all Alternate
     Purchasers in the same Purchaser Group as such Alternate
     Purchaser at such time; and (iii) with respect to the Class
     C Securities, a percentage equal to such Alternate
     Purchaser's Class C Commitment Amount at such time divided
     by the aggregate Class C Commitment Amounts of all Alternate
     Purchasers in the same Purchaser Group as such Alternate
     Purchaser at such time.

          "Purchaser Group" shall mean each group of Purchasers
     consisting of a Conduit Purchaser and any Conduit
     Assignee(s) of such Conduit Purchaser, the related Alternate
     Purchaser, the related Liquidity Provider(s) and Program
     Support Provider(s), if any, the related Managing Agent and
     their respective assigns and participants.

          "Purchaser" shall mean a Conduit Purchaser or an
     Alternate Purchaser, as the context requires, and
     "Purchasers" shall mean all of the Conduit Purchasers and
     Alternate Purchasers, collectively.

          "Section 6.02 Costs" has the meaning given to such term
     in Section 6.02(c) hereof.

          "Specified Termination Date" shall mean July 29, 1999,
     or such later date to which the Specified Termination Date
     may be extended in accordance with Section 2.05 hereof.

          "Taxes" has the meaning given to such term in Section
     6.03(a) hereof.

          Section 1.02  Other Rules of Construction.  References
in this Agreement to sections, schedules and exhibits are to
sections of and schedules and exhibits to this Agreement unless
otherwise indicated.  The words "hereof", "herein", "hereunder"
and comparable terms refer to the entirety of this Agreement and
not to any particular article, section or other subdivision
hereof or attachment hereto.  Words in the singular include the
plural and in the plural include the singular.  The word "or" is
not exclusive.  The word "including" shall be deemed to mean
"including, without limitation".  The section and article
headings and table of contents contained in this Agreement are
for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  Except as otherwise
specified herein, all references herein (a) to any Person shall
be deemed to include such Person's successors and assigns and (b)
to any law, rule or regulation of any Governmental Authority
specifically defined or referred to herein shall be deemed
references to such law, rule or regulation as the same may be
supplemented, amended, waived, consolidated, replaced or modified
from time to time, but only to the extent permitted by, and
effected in accordance with, the terms thereof.

          Section 1.03  Computation of Time Periods.  Unless
otherwise stated in this Agreement, in the computation of a
period of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and
"until" each mean "to but excluding."


                           ARTICLE II
                 PURCHASE OF SENIOR SECURITIES

          Section 2.01  Sale and Delivery of the Senior
Securities.  (a)  On the terms and subject to the conditions set
forth in this Agreement, the Pooling and Servicing Agreement and
the Series Supplement, and in reliance on the covenants, repre
sentations, warranties and agreements set forth herein, the
Pooling and Servicing Agreement and the Series Supplement, the
Transferor agrees to sell to each Managing Agent on behalf of the
Purchasers in the related Purchaser Group, and each Conduit
Purchaser, acting through its Managing Agent, may, in its
discretion, and the related Alternate Purchasers, acting through
the applicable Managing Agent, shall, if the related Conduit
Purchaser determines not to so purchase, purchase from the
Transferor, on the Closing Date, (i) a Class A Security issued to
its Managing Agent having an aggregate maximum face amount equal
to the related Purchaser Group Percentage of the Class A Maximum
Invested Amount, (ii) a Class B Security issued to its Managing
Agent having an aggregate maximum face amount equal to the
related Purchaser Group Percentage of the Class B Maximum
Invested Amount and (iii) a Class C Security issued to its
Managing Agent having an aggregate maximum face amount equal to
the related Purchaser Group Percentage of the Class C Maximum
Invested Amount.  Without limiting any other provision of this
Agreement, the obligation of any Purchaser to purchase an
interest in the Senior Securities of its Purchaser Group on the
Closing Date is subject to the satisfaction of the conditions
precedent set forth in Section 3.01 hereof.  On the Closing Date,
the Transferor shall deliver to each Managing Agent on behalf of
the Purchasers in the related Purchaser Group a Class A Security,
a Class B Security and a Class C Security as described above,
each duly executed by the Transferor and duly authenticated by
the Trustee, registered in the name of (x) with respect to the
Purchaser Group of which Kitty Hawk is a member,  "NationsBank,
N.A., in its capacity as Managing Agent for the members of the
Purchaser Group of which Kitty Hawk Funding Corporation and
NationsBank, N.A. are members", (y) with respect to the Purchaser
Group of which Falcon is a member,  "The First National Bank of
Chicago, in its capacity as Managing Agent for the members of the
Purchaser Group of which Falcon Asset Securitization Corporation
and The First National Bank of Chicago are members", and (z) with
respect to the Purchaser Group of which Four Winds is a member,
"Commerzbank Aktiengesellschaft, Chicago branch, in its capacity
as Managing Agent for the members of the Purchaser Group of which
Four Winds Funding Corporation and Commerzbank
Aktiengesellschaft, Chicago branch, are members".

          (b)  On the Closing Date, as payment in full for the
Senior Securities being delivered to it pursuant to Section
2.01(a) of this Agreement, each Managing Agent on behalf of the
Purchasers in the related Purchaser Group shall deliver to the
Transferor or, at the direction of the Transferor, to any account
or entity as specified by the Transferor, by the wire transferor
of immediately available funds, an amount equal to such Purchaser
Group Percentage of the sum of the Class A Initial Invested
Amount, the Class B Initial Invested Amount and the Class C
Initial Invested Amount.  It is understood and agreed that the
obligation of the Transferor to deliver the Senior Securities to
each Managing Agent on behalf of the Purchasers in the related
Purchaser Group is conditioned upon the Transferor's receipt of
such payment from such Managing Agent.

          (c)  Each Managing Agent on behalf of the Purchasers in
the related Purchaser Group agrees to execute and deliver to the
Transferor and the Trustee on the Closing Date an Investment
Letter in the form attached hereto as Exhibit B with respect to
the Senior Securities.

          Section 2.02  Increases and Decreases in the Invested
Amounts.  (a) Each Conduit Purchaser, through its respective
Managing Agent, may (but is not committed to), prior to the
Increase Termination Date and subject to the provisions of
Section 6.15 of the Pooling and Servicing Agreement, purchase the
related Purchaser Group Percentage of any Additional Class A
Invested Amount, Additional Class B Invested Amount and
Additional Class C Invested Amount from time to time requested by
the Transferor from the Purchasers in accordance with the
procedures described in Section 6.15 of the Pooling and Servicing
Agreement.  If any Conduit Purchaser chooses at any time not to
purchase such Purchaser Group Percentage of any Additional Class
A Invested Amount, Additional Class B Invested Amount and/or
Additional Class C Invested Amount when requested by the
Transferor, each related Alternate Purchaser, through the
applicable Managing Agent, shall, prior to the Increase
Termination Date and subject to the provisions of Section 6.15 of
the Pooling and Servicing Agreement, purchase its Pro Rata Share
of the related Purchaser Group Percentage of such Additional
Class A Invested Amount, Additional Class B Invested Amount
and/or Additional Class C Invested Amount, as applicable.

          (b)  As payment in full for each purchase by a
Purchaser of the Additional Invested Amounts pursuant to Section
2.02(a), on the date of such purchase each Managing Agent on
behalf of the Purchasers in the related Purchaser Group shall
deliver to the Transferor, the amount equal to the related
Purchaser Group Percentage of the Additional Invested Amounts
determined in accordance with Section 6.15 of the Pooling and
Servicing Agreement at the time and in the manner set forth in
such Section.

          (c)  Each Purchaser agrees that its Class A Invested
Amount, Class B Invested Amount and Class C Invested Amount may
be decreased from time to time pursuant to subsections 4.9(b) and
4.9(c) and Section 4.12 of the Pooling and Servicing Agreement
and Section 9A of the Series Supplement; provided, however, that
the Class A Invested Amount, the Class B Invested Amount or the
Class C Invested Amount shall in no event be reduced below zero.

          Section 2.03  Selection of Funding Periods.  With
respect to any portion of the Invested Amount which is funded by
a Conduit Purchaser through the issuance of Commercial Paper, the
Transferor may, subject to the applicable Managing Agent's
approval and the limitations described below, request that the
Invested Amount so funded by a Conduit Purchaser be allocated
among one or more Funding Periods, so that the aggregate amounts
so allocated with respect to such Conduit Purchaser at all times
shall equal the Invested Amount held by such Conduit Purchaser.
No such Funding Period applicable to Invested Amounts funded by
the issuance of Commercial Paper shall be longer than 270 days
and no such Funding Period applicable to Invested Amounts funded
other than by the issuance of Commercial Paper shall be longer
than one month.  The Transferor shall give each Managing Agent
irrevocable notice by telephone of the new requested Funding
Period(s) at least one (1) Business Days prior to the expiration
of any then existing Funding Period; provided, however, that the
applicable Conduit Purchaser or the related Managing Agent may
select any such new Funding Period if (1) the Transferor fails to
provide such notice on a timely basis or (ii) such Conduit
Purchaser or the related Managing Agent determines, in its sole
discretion, that the Funding Period requested by the Transferor
is unavailable or for any reason commercially undesirable.

          Section 2.04  Distribution of Interest and Principal
Payments.  (a)  On each day on which the Administrative Agent
receives a payment under the Pooling and Servicing Agreement or
Series Supplement in respect of interest on the Senior Securities
(an "Interest Payment"), the Administrative Agent shall
distribute such amounts as follows:

          (i)  to the extent such Interest Payment relates to the
     accrued Interest Component of Commercial Paper of a Conduit
     Purchaser maturing on such day, to the applicable Managing
     Agent, for the benefit of such Conduit Purchaser, an amount
     equal to such accrued Interest Component;

          (ii) to the extent such Interest Payment relates to the
     interest accrued on amounts borrowed by a Conduit Purchaser
     under a Liquidity Provider Agreement which have been
     allocated to a Funding Period maturing on such day, to the
     applicable Managing Agent, for the benefit of such Conduit
     Purchaser, an amount equal to such accrued interest;

          (iii)     to the extent such Interest Payment relates
     to the interest accrued on amounts funded by an Alternate
     Purchaser which have been allocated to a Funding Period
     maturing on such day, to the applicable Managing Agent, for
     the benefit of such Alternate Purchaser, an amount equal to
     such accrued interest; and

          (iv) to the extent such Interest Payment is made on a
     Distribution Date under Section 4.11(b) of the Pooling and
     Servicing Agreement in respect of the accrued Interest
     Component of Commercial Paper of a Conduit Purchaser,
     interest accrued on amounts borrowed by a Conduit Purchaser
     under a Liquidity Provider Agreement or interest accrued on
     amounts funded by an Alternate Purchaser, in each case,
     which interest does not relate to maturing Commercial Paper
     or the last day of a Funding Period, to the applicable
     Managing Agent(s) for the benefit of the applicable
     Purchaser(s), the portion of such interest payment as
     notified by each Managing Agent to the Administrative Agent.

In the event that the Interest Payment received by the
Administrative Agent on any day is insufficient to fully pay the
accrued and unpaid interest described in clauses (i), (ii) and
(iii) above, such Interest Payment shall be allocated pro rata
among the applicable Purchaser Groups (based upon each Purchaser
Group's funded portion of the Class A Invested Amount, the Class
B Invested Amount and the Class C Invested Amount, as applicable)
and further allocated pro rata among the Purchasers within each
Purchaser Group (based upon each Purchaser Group's funded portion
of the Class A Invested Amount, the Class B Invested Amount and
the Class C Invested Amount, as applicable) unless otherwise
agreed among the Purchasers in such Purchaser Group.

          (b)  On each day on which the Administrative Agent
receives a payment under the Pooling and Servicing Agreement or
Series Supplement in respect of Program Fees, Class A Facility
Usage Fees, Class B Facility Usage Fees, Class C Facility Usage
Fees or Facility Unused Fees, the Administrative Agent shall
distribute such amounts to the applicable Managing Agent, for the
benefit of the applicable Purchaser(s) in the related Purchaser
Group, an amount equal to such Purchaser Group's pro rata share
of such fees.

          (c)  On each day on which the Administrative Agent
receives a payment under the Pooling and Servicing Agreement or
Series Supplement in respect of Increased Costs, the
Administrative Agent shall distribute such amounts to the
applicable Managing Agent, for the benefit of the applicable
Purchaser(s) in the related Purchaser Group, an amount equal to
the Increased Costs for such Purchaser Group.

          (d)  On each Business Day on which the Administrative
Agent receives a payment in respect of the principal of the
Senior Securities pursuant to the Pooling and Servicing
Agreement, the Administrative Agent shall distribute, to each
Managing Agent, for the benefit of the applicable Purchaser(s) in
the related Purchaser Group, the related Purchaser Group's pro
rata share of the Class A Principal, the Class B Principal and
the Class C Principal (based upon each Purchaser Group's funded
portion of the Class A Invested Amount, the Class B Invested
Amount and the Class C Invested Amount, as applicable); provided,
however, that, with respect to each such Business Day which
occurs prior to the Early Amortization Period and to the extent
that any Purchaser Group's funded portion of the Class A Invested
Amount, the Class B Invested Amount and/or the Class C Invested
Amount exceeds such Purchaser Group's pro rata share thereof
(based on the applicable Purchaser Group Percentage), such
payments of principal shall be paid to the applicable Managing
Agent, for the benefit of the applicable Purchaser(s) in such
Purchaser Group, on a non-pro rata basis to the extent necessary
to return the related Purchaser Group to its pro rata status
based on the applicable Purchaser Group Percentage.

          (e)  All distributions by the Administrative Agent to
the Managing Agents hereunder shall be made by wire transfer of
immediately available funds to such depository account as each
such Managing Agent directs the Administrative Agent in writing
prior to the applicable Distribution Date.  Each Managing Agent
shall further distribute the amounts received by it in accordance
with subsection (a) , (b), (c) and (d) of this Section 2.04 to
the applicable members of its related Purchaser Group.

          Section 2.05  Extension of Term.  The Transferor may,
at any time during the period which is no more than sixty (60)
days or less than thirty (30) days immediately preceding the
Specified Termination Date (as such date may have previously been
extended pursuant to this Section 2.05), request that the then
applicable Specified Termination Date be extended for an
additional 364 days; provided, however, that with respect to the
first extension hereunder, the Transferor may request such
extension between February 1, 1999 and March 31, 1999.  Any such
request shall be in writing and delivered to each Managing Agent,
and shall be subject to the following conditions:  (i) at no time
will this Agreement have a remaining term of more than 364 days
and, if any such request would result in a remaining term of more
than 364 days, such request shall be deemed to have been made for
such number of days so that, after giving effect to such
extension from the date approved, such remaining term will not
exceed 364 days, (ii) no Purchaser shall have any obligation to
extend the Specified Termination Date at any time, and (iii) any
such extension shall be effective only upon the written agreement
of the Administrative Agent, each Managing Agent, each Purchaser
and the Transferor.  Each Managing Agent will (on behalf of the
applicable Purchasers) respond to any such request within thirty
(30) days of its receipt of such request, provided, that a
failure by any Managing Agent to respond within such 30-day
period shall be deemed to be a rejection of the requested
extension.

          Section 2.06  Certain Payment.  In consideration of the
agreements of the Purchasers hereunder, the Transferor agrees
that if on any Transfer Date the portion of the Facility Unused
Fee payable on the next succeeding Distribution Date exceeds the
aggregate amount of funds available pursuant to the applicable
provisions of the Series Supplement to pay such Facility Unused
Fee, the Transferor shall pay to the Administrative Agent, for
distribution to each Managing Agent for each Purchaser Group, on
such Distribution Date an amount equal to such excess; provided,
however, that, notwithstanding the foregoing, in no event shall
the amount of any payment made pursuant to this Section 2.06 on
any date exceed the remaining principal amount of the FCI Note on
such date.  All payments pursuant to this Section 2.06 shall be
made in immediately available funds.


                          ARTICLE III
                      CONDITIONS PRECEDENT

          Section 3.01  Conditions Precedent to the Obligations
of the Purchasers.  The Purchasers' obligations hereunder to
purchase the Senior Securities on the Closing Date shall be
subject to the satisfaction (or waiver by the Administrative
Agent and the Managing Agents) of the following conditions
precedent:

          (a)       All the terms, covenants, agreements and
conditions of this Agreement and the other Principal Agreements
to be complied with and performed by the Transferor and the
Servicer by the Closing Date shall have been complied with and
performed in all material respects.

          (b)  Each of the representations and warranties of the
Transferor and the Servicer contained in this Agreement and the
other Principal Agreements, as applicable, shall be true and
correct in all material respects on and as of the Closing Date as
if made on and as of such date, except to the extent such
representations and warranties expressly relate to a particular
date, in which case such representations and warranties shall be
true and correct on and as of such date.

          (c)  On or before the Closing Date, each of the
documents listed on Schedule I to this Agreement shall have been
duly authorized and executed by each signatory thereto (other
than the Purchasers, Managing Agents and Administrative Agent)
and delivered to the Administrative Agent in form and substance
satisfactory to the Administrative Agent and its counsel.

          (d)  On or before the Closing Date, the Transferor
shall have paid to the extent due all reasonable fees and out-of-
pocket costs and expenses (including, without limitation,
reasonable legal fees and expenses) required to be paid hereunder
and under the other Principal Agreements, including amounts due
under the Fee Letter.

          (e)  No change shall have occurred on or before the
Closing Date in any law, rule or regulation that would prohibit
the consummation of any transaction contemplated hereby.

          (f)  On or before the Closing Date, the Transferor
shall have provided the Administrative Agent with written
confirmation from Moody's that the Class A Securities, the Class
B Securities and the Class C Securities have been rated at least
"Aa2", "A2", and "Baa2", respectively.


                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

          Section 4.01  Representations and Warranties of the
Transferor.   The Transferor hereby represents and warrants to
each Purchaser, each Managing Agent and the Administrative Agent
as of the date of this Agreement and as of the Closing Date, with
reference to the facts and circumstances then existing, as
follows:

          (a)  Due Authorization and No Conflict.  The execution,
delivery and performance by the Transferor of this Agreement, and
the transactions contemplated hereby, are within its corporate
powers, have been duly authorized by all necessary corporate
action on its part, do not contravene (i) its charter or by-laws,
(ii) any law, rule or regulation applicable to it, (iii) any
material contractual restriction contained in any material inden
ture, loan or credit agreement, lease, mortgage, security agree
ment, bond, note, or other material agreement or instrument
binding on it or its property or (iv) any material order, writ,
judgment, award, injunction or decree binding on it or its
property, and do not result in or require the creation of any
Lien upon or with respect to any of its properties pursuant to
any material indenture, loan or credit agreement, lease,
mortgage, security agreement, bond, note or other material
agreement binding on it or its properties.  This Agreement has
been duly executed and delivered on behalf of the Transferor.

          (b)  Governmental Consent.  Assuming the correctness
and accuracy of the representations of each Purchaser contained
herein, to the Transferor's knowledge, other than those obtained,
no authorization or approval or other action by, and no notice to
or filing with, any Governmental Authority or regulatory body is
required for the due execution, delivery and performance by the
Transferor of this Agreement or any other agreement, document or
instrument to be delivered by it hereunder.

          (c)  Enforceability of This Agreement.  This Agreement
constitutes the legal, valid and binding obligation of the
Transferor enforceable against it in accordance with its
respective terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity
(whether considered in a suit at law or equity).

          (d)  No Litigation.  There are no actions, suits or
proceedings pending, or to the knowledge of the Transferor
threatened in writing, against or affecting the Transferor, or
its property, in any court, or before any arbitrator of any kind,
or before or by any governmental body, which (i) assert the
invalidity of this Agreement or any action to be taken by the
Transferor in connection herewith, or (ii) seek to prevent the
consummation of the transactions contemplated by this Agreement.

          (e)  Accuracy of Information.  No certificate, report
or statement, furnished or to be furnished by the Transferor to
the Administrative Agent or the Managing Agents in connection
with this Agreement is or shall be inaccurate in any material
respect as of the date it is or shall be dated or as of the date
so furnished (except as otherwise disclosed to the Administrative
Agent or the Managing Agents, as the case may be, at such time
or, after such time, as otherwise corrected by the Transferor
prior to such inaccuracy having a material adverse effect on (i)
the interests of the Purchasers, the Managing Agents or the
Administrative Agent under this Agreement, (ii) the interests of
the Purchasers in the Trust Property or any Senior Security, or
(iii) the ability of the Transferor to perform its obligations
hereunder or under the other Principal Agreements).

          (f)  Senior Securities.  Each of the Senior Securities
has been duly and validly authorized, and, when executed and
authenticated in accordance with the terms of the Pooling and
Servicing Agreement and the Series Supplement and delivered to
and paid for by each Managing Agent on behalf of the Purchasers
in the related Purchaser Group in accordance with this Agreement,
will be duly and validly issued and outstanding, and will be
entitled to the benefits of the Pooling and Servicing Agreement
and the Series Supplement.

          (g)  Absence of Material Adverse Change.  Since
December 31, 1997, there shall not have occurred any event which
would reasonably be expected to have a material adverse effect on
(i) the interests of the Purchasers in the Trust Property or any
Senior Security or (ii) the ability of the Transferor to perform
its obligations hereunder or under the other Principal
Agreements.

          In addition to the foregoing, the representations and
warranties of the Transferor set forth in the Pooling and
Servicing Agreement and the Series Supplement are hereby
incorporated herein by reference for the benefit of the
Administrative Agent, the Purchasers and the Managing Agents.

          Section 4.02  Representations, Warranties and Covenants
of the Purchasers.  Each Purchaser hereby represents and warrants
to the Transferor that as of the date hereof and the Closing
Date:

          (a)  Such Purchaser understands that the Senior
Securities have not been and will not be registered under the
Securities Act or any other applicable securities law and agrees
that the Senior Securities may not be offered or sold by it
except in accordance with Rule 144A under the Securities Act or
pursuant to any other exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and, accordingly, that the Senior Securities may not be offered,
sold, transferred, pledged, hypothecated or otherwise disposed of
except as permitted herein, the Pooling and Servicing Agreement
and the Series Supplement.

          (b)  It is an Accredited Investor and it has such
knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of an investment
in the Senior Securities.  It is aware that it may be required to
bear the economic risk of an investment in the Senior Securities
for an indefinite period of time, and it is able to bear such
risk until the Series 1998-3 Termination Date.

          (c)  Neither the Transferor nor any person representing
the Transferor has made any representation to it with respect to
the Transferor or the offer or sale of the Senior Securities
other than as set forth in this Agreement and the other Principal
Agreements (and in any document delivered pursuant to this
Agreement), which have been delivered to it, and upon which it is
relying in making its investment decision with respect to the
Senior Securities (it being understood that copies of any
nonpublic document received by it pursuant to this Agreement or
any other Principal Agreement are solely for it and are not to be
distributed or furnished to any other Person other than the
members of its Purchaser Group and other Persons on a need to
know basis).  It has had the opportunity to ask questions and to
obtain information concerning the Transferor, the Servicer, the
Trust and the Senior Securities, it has received adequate
information concerning the Transferor, the Servicer, the Trust
and the Senior Securities to make an informed investment decision
with respect to its purchase of the Senior Securities, and it
acknowledges that an investment in the Senior Securities involves
special considerations.

          (d)  It will not offer, sell, transfer, pledge,
hypothecate or otherwise dispose of the Senior Securities except
in accordance with the applicable provisions of the Series
Supplement, including Section 10 thereof, and the Pooling and
Servicing Agreement, including Article VI thereof.

          (e)(i)    The securities representing the Class A
Securities, Class B Securities and the Class C Securities held by
it will contain the legends set forth in Section 10 of the Series
Supplement.

          (f)  It is not subscribing to purchase the Senior
Securities as a result of or subsequent to any advertisement,
article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television
or radio, or presented at any seminar or meeting, or any
solicitation of a subscription by a Person not previously known
to it in connection with investments in securities generally.

          (g)  The Purchaser represents and warrants (i) it is
duly authorized and empowered to execute, deliver and perform
this Agreement and to purchase the Senior Securities, and has
duly taken all requisite action in connection therewith; (ii) the
Person signing this Agreement on behalf of the Purchaser has been
duly authorized by the Purchaser to do so; (iii) this Agreement
is a valid and binding legal obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms
except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other
similar laws now or hereafter in effect affecting the enforcement
of creditors' rights in general and except as such enforceability
may be limited by general principles of equity (whether
considered in a suit at law or equity); and (iv) the execution,
delivery and performance of this Agreement and the purchase of
the Senior Securities do not and will not breach, violate or
constitute a default under any applicable law or regulation
(without considering the effect of any federal, state or other
securities laws), the Purchaser's constituent documents or any
agreement or arrangement to which the Purchaser is a party or by
which it may be bound.

          (h)  The Purchaser is not acting in a fiduciary
capacity in purchasing the Senior Securities.

          (i)  All information which the Purchaser has furnished
and is furnishing to the Transferor, including, without
limitation, the representation as to the Purchaser's status as an
Accredited Investor and all other representations contained in
this Agreement, is correct and complete as of the date of this
Agreement; the Purchaser acknowledges that the Transferor and
others will rely upon the truth and accuracy of the foregoing
acknowledgments, representations and agreements and agrees that,
if any of the acknowledgments, representations or warranties made
or deemed to have been made by it or by its purchase of the
Senior Securities are no longer accurate, it shall promptly
notify the Transferor.

          (j)  The Purchaser is not an employee benefit plan.  No
part of the funds to be used by the Purchaser to pay the purchase
price of the Senior Securities purchased hereunder, directly or
indirectly, constitutes "plan assets" of any employee benefit
plan (or its related trust).  The term "employee benefit plan"
shall have the meaning assigned to such term in Section 3 of
ERISA; and the term "plan assets" shall have the meaning
specified in Department of Labor Regulation Section 2510.3-101.


                           ARTICLE V
                  COVENANTS OF THE TRANSFEROR

          Section 5.01  Access to Information.  The Transferor
hereby covenants to each Purchaser, each Managing Agent and the
Administrative Agent that, at any time and from time to time
during regular business hours, on reasonable notice to the
Transferor or the Servicer, as applicable, it will permit the
Administrative Agent, any Managing Agent, or their agents or
representatives, (a) to examine all books, records and documents
(including computer tapes and disks) in the possession or under
the control of the Transferor or the Servicer relating to the
Trust Property, and (b) to visit the offices and properties of
the Transferor or the Servicer for the purpose of examining such
materials described in clause (a) above, and to discuss matters
relating to the Trust Property or the Transferor's or the
Servicer's performance under the Principal Agreements with any of
the officers or employees of the Transferor or the Servicer
having knowledge of such matters.  Any nonpublic information
obtained by the Administrative Agent or any Managing Agent
pursuant to this Section 5.01 shall be held in confidence by the
Administrative Agent or such Managing Agent; provided, however,
that any such nonpublic information may be disclosed to the
extent such disclosure is (i) required in order to comply with
any applicable law, order, regulation or ruling, or (ii) required
in response to any summons or subpoena or in connection with any
litigation.  Except upon the occurrence and during the
continuation of a Pay Out Event, all requests by the Managing
Agents under this Section 5.01 shall be made through and
coordinated by the Administrative Agent with a view to minimizing
inconvenience to the Transferor.

          Section 5.02  Reporting Requirements of the Transferor.
The Transferor will, or will cause the Servicer to, unless the
Administrative Agent and the Managing Agents shall otherwise
consent in writing, furnish to the Administrative Agent and the
Managing Agents:

          (a)  upon the request of the Administrative Agent or
any Managing Agent, copies of any certificate, report, statement,
notice or other communication provided with respect to Series
1998-3 to the Trustee in connection with the Pooling and
Servicing Agreement or the Series Supplement;

          (b)  as soon as possible and in any event within five
(5) Business Days after the Transferor obtains actual knowledge
of the occurrence thereof, notice of each Pay Out Event or
Servicer Default or event that with the giving of notice or lapse
of time or both would constitute such a Pay Out Event or Servicer
Default;

          (c)  the Transferor will cause the Servicer to provide
each Managing Agent prompt written notice of any downgrading of
the rating of Fingerhut Companies, Inc.'s most senior notes; and

          (d)  promptly, from time to time, such other
information, documents, records, opinions or reports with respect
to the Trust Property or Receivables, as the Administrative Agent
or any Managing Agent may from time to time reasonably request in
order to protect any Purchaser's interests under or contemplated
by the Principal Agreements.


                           ARTICLE VI
           INDEMNIFICATION; EXPENSES; RELATED MATTERS

          Section 6.01  Indemnities by the Transferor.  (a)
Without limiting any other rights which the Administrative Agent,
the Managing Agents, the Conduit Purchasers or the Alternate
Purchasers may have hereunder or under applicable law, the
Transferor hereby agrees to indemnify each Conduit Purchaser,
each Alternate Purchaser, each Managing Agent, each Liquidity
Provider, each Program Support Provider, the Administrative Agent
and any successors and permitted assigns and any of their
respective directors, officers, employees, agents and
representatives (collectively, the "Indemnified Parties") from
and against any and all damages, losses, claims, liabilities,
costs and expenses, including, without limitation, reasonable
attorneys' fees (which such attorneys may be employees of an
Indemnified Party) and disbursements (all of the foregoing being
collectively referred to as "Indemnified Amounts") awarded
against or incurred by any of them in any action or proceeding or
any threatened action or proceeding (whether or not such
Indemnified Party is a party thereto) arising out of or as a
result of this Agreement, the other Principal Agreements, the
ownership or maintenance, either directly or indirectly, by an
Indemnified Party of any interest in the Senior Securities or any
of the other transactions contemplated hereby or thereby,
excluding, however, (i) Indemnified Amounts to the extent
resulting from gross negligence, willful misconduct or bad faith
on the part of such Indemnified Party and (ii) recourse for
amounts due under the Receivables which are uncollectible.

          (b)  In order for any Indemnified Party to be entitled
to any indemnification provided for under this Section 6.01 in
respect of, arising out of, or involving a claim made by any
Person against the Indemnified Party (a "Indemnified Claim"),
such Indemnified Party must notify the Transferor in writing of
the Indemnified Claim within a reasonable time after receipt by
such Indemnified Party of written notice of the Indemnified Claim
unless the Transferor shall have previously obtained actual
knowledge thereof.  Thereafter, the Indemnified Party shall
deliver to the Transferor, within a reasonable time after the
Indemnified Party's receipt thereof, copies of all notices and
documents (including court papers) received by the Indemnified
Party relating to the Indemnified Claim.  If an Indemnified Claim
is made against an Indemnified Party, (i) the Transferor will be
entitled to participate in the defense thereof and, (ii) if it so
chooses, to assume the defense thereof with counsel selected by
the Transferor, provided that, in connection with such
assumption, such counsel is not reasonably objected to by the
Indemnified Party.  Should the Transferor so elect to assume the
defense of an Indemnified Claim, the Transferor will not be
liable to the Indemnified Party for any legal expenses
subsequently incurred by the Indemnified Party in connection with
the defense thereof except for reasonable out-of-pocket expenses
of such Indemnified Party (including, without limitation,
reasonable travel expenses of such Indemnified Party's personnel
who are required to testify at depositions, hearings and/or trial
or to participate in settlement conferences); provided, however,
that, if one or more defenses are available to such Indemnified
Party with respect to such Indemnified Claim which are not
otherwise available to the Transferor, (i) such Indemnified Party
will be entitled to participate in the defense of such
Indemnified Claim and (ii) the Transferor shall pay for the legal
expenses incurred by such Indemnified Party in connection
therewith; provided, further, that, with respect to subsection
(ii) and to the extent that an Indemnified Claim is made against
two or more Indemnified Parties, the Transferor shall only be
obligated to pay the fees and expenses of one law firm with
respect to all such Indemnified Parties unless there are
conflicts of interest between such Indemnified Parties.  If the
Transferor elects to assume the defense of an Indemnified Claim,
the Indemnified Party will (x) cooperate in all reasonable
respects with the Transferor in connection with such defense and
(y) not admit any liability with respect to, or settle,
compromise or discharge such Indemnified Claim without the
Transferor's prior written consent.  If the Transferor shall
assume the defense of any Indemnified Claim, the Indemnified
Party shall be entitled to participate in (but not control) such
defense with its own counsel at its own expense.  If the
Transferor does not assume the defense of any such Indemnified
Claim, the Indemnified Party may defend the same in such manner
as it may deem appropriate, including settling such claim or
litigation after obtaining the consent of the Transferor, which
consent shall not be unreasonably withheld, to such terms, and
the Transferor will promptly reimburse the Indemnified Party upon
written request.

          Section 6.02  Indemnity for Taxes, Reserves and
Expenses.  (a)  If after the date hereof, the adoption of any law
or bank regulatory guideline or any amendment or change in the
interpretation of any existing or future law or bank regulatory
guideline by any Governmental Authority charged with the
administration, interpretation or application thereof, or the
compliance with any directive of any Governmental Authority (in
the case of any bank regulatory guideline, whether or not having
the force of law):

          (i)  shall subject any Indemnified Party to any tax,
     duty or other charge (other than Excluded Taxes) with
     respect to this Agreement, the ownership, maintenance or
     financing of the Senior Securities or payments of amounts
     due hereunder, or shall change the basis of taxation of
     payments to any Indemnified Party of amounts payable in
     respect of this Agreement, the ownership, maintenance or
     financing of any interest in the Senior Securities or
     payments of amounts due hereunder or its obligation to
     purchase or to advance funds hereunder, under a Liquidity
     Provider Agreement or a Program Support Agreement (except
     for changes in the rate of general corporate, franchise, net
     income or other income tax imposed on such Indemnified Party
     by the jurisdiction in which such Indemnified Party's
     principal executive office is located); or

          (ii) shall impose, modify or deem applicable any
     reserve, special deposit or similar requirement (including,
     without limitation, any such requirement imposed by the
     Board of Governors of the Federal Reserve System) against
     assets of, deposits with or for the account of, or credit
     extended by, any Indemnified Party or shall impose on any
     Indemnified Party or on the London interbank market any
     other condition affecting this Agreement, the ownership,
     maintenance or financing of any interest in the Senior
     Securities or payments of amounts due hereunder or its
     obligation to purchase or to advance funds hereunder or
     under a Liquidity Provider Agreement or Program Support
     Agreement;

and the result of any of the foregoing is to increase the cost to
such Indemnified Party with respect to this Agreement, the
ownership, maintenance or financing of any interest in the Senior
Securities, the obligations hereunder, the funding of the
purchase or any increases hereunder, a Liquidity Provider
Agreement or a Program Support Agreement, by an amount reasonably
deemed by such Indemnified Party to be material, then, on the
next succeeding Business Day after demand by such Indemnified
Party through the Administrative Agent, such Indemnified Party
shall be entitled to receive, pursuant to Section 4.9(a)(xvi) of
the Pooling and Servicing Agreement, such additional amount or
amounts as will compensate such Indemnified Party for such
increased cost or reduction.

          (b)  If any Indemnified Party shall have determined
that after the date hereof, the adoption of any applicable law or
bank regulatory guideline regarding capital adequacy, or any
change therein, or any change in the interpretation thereof by
any Governmental Authority, or any directive regarding capital
adequacy (in the case of any bank regulatory guideline, whether
or not having the force of law) of any such Governmental
Authority, has or would have the effect of reducing the rate of
return on capital of such Indemnified Party (or its parent) as a
consequence of such Indemnified Party's obligations hereunder or
under a Liquidity Provider Agreement or Program Support Agreement
or with respect hereto or thereto to a level below that which
such Indemnified Party (or its parent) could have achieved but
for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by
an amount reasonably deemed by such Indemnified Party to be
material, then, on the next succeeding Business Day after demand
by such Indemnified Party through the Administrative Agent, such
Indemnified Party shall be entitled to receive, pursuant to
Section 4.9(a)(xvi) of the Pooling and Servicing Agreement, such
additional amount or amounts as will compensate such Indemnified
Party (or its parent) for such reduction.

          (c)  Each Indemnified Party will promptly notify the
Administrative Agent and the Administrative Agent will promptly
notify the Transferor upon learning that amounts for which it is
entitled to seek reimbursement under this Section 6.02 ("Section
6.02 Costs") have begun to accrue.  A notice by the
Administrative Agent or the applicable Indemnified Party claiming
compensation under this Section 6.02 and setting forth the
additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error.  In determining such
amount, the Administrative Agent or any applicable Indemnified
Party may use any reasonable averaging and attributing methods,
consistent with the averaging and attribution methods generally
used by such Indemnified Party.  Each of the Indemnified Parties
further agrees to take such steps as may be reasonably available
to it to avoid the need for, or reduce the amount of, any such
amounts that may thereafter accrue under this Section 6.02;
provided, however, that the Indemnified Parties shall have no
obligation to take any such step that is inconsistent with its
internal policy or legal and regulatory restrictions.

          Section 6.03  Taxes.  (a)  Any and all payments to the
Managing Agents for the benefit of the Purchasers in the related
Purchaser Group with respect to the Senior Securities shall be
made, in accordance with the Pooling and Servicing Agreement,
free and clear of and without deduction for any present or future
excise, stamp or franchise taxes and any other taxes, fees,
duties, withholdings or other charges of any nature whatsoever
imposed by any taxing authority on any recipient (or any assignee
of such parties), but excluding franchise taxes and taxes imposed
on or measured by the recipient's net income or gross receipts
(such excluded items being "Excluded Taxes" and such items other
than Excluded Taxes being "Taxes").  If the Paying Agent or the
Transferor, if such amount is to be paid directly by the
Transferor, shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under the other
Principal Agreements with respect to any Purchaser, (i) such
Purchaser shall be entitled to receive, pursuant to Section
4.9(a)(xvi) of the Pooling and Servicing Agreement, an amount
sufficient so that, after making all required deductions
(including deductions applicable to additional sums payable under
this Section 6.03), such Purchaser receives an amount equal to
the sum it would have received had no such deductions been made,
(ii) the Paying Agent or the Transferor, if such amount is to be
paid directly by the Transferor, shall make such deductions and
(iii) the Paying Agent or the Transferor, if such amount is to be
paid directly by the Transferor, shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.  The Purchasers further agree to
take such steps as may be reasonably available to it to avoid the
need for, or reduce the amount of, any such amounts that may
thereafter accrue under this Section 6.03; provided, however,
that the Purchasers shall have no obligation to take any such
step that is inconsistent with its internal policy or legal and
regulatory restrictions.

          (b)  If as a result of any event or circumstances
similar to those described in subsection (a) above, any Conduit
Purchaser is required to compensate a Liquidity Provider or
Program Support Provider in connection with borrowings,
commitments or purchases under the Liquidity Provider Agreement
or Program Support Agreement, respectively, by such Conduit
Purchaser for the funding or maintenance of such Purchaser's
investment in the Senior Securities hereunder, then within ten
(10) days after demand by the Managing Agent for the account of
such Conduit Purchaser through the Administrative Agent, such
Conduit Purchaser shall be entitled to receive, pursuant to
Section 4.9(a)(xvi) of the Pooling and Servicing Agreement, such
additional amount or amounts as may be necessary to pay such
Liquidity Provider or Program Support Provider, as applicable the
amounts due or to otherwise reimburse such Conduit Purchaser for
amounts paid by it.  Such Conduit Purchaser agrees to use its
best efforts to enforce the provisions of the Liquidity Provider
Agreement or Program Support Agreement, as applicable, which
require each Liquidity Provider or Program Support Provider, as
applicable, to take certain actions to reduce the amount of such
compensation due to such Liquidity Provider or Program Support
Provider.

          (c)  Each Managing Agent and each Purchaser that is
created or organized in or under the laws of a jurisdiction other
than the United States or a state thereof hereby agrees to
complete, execute and deliver to the Trustee from time to time
prior to the initial Distribution Date on which such Person will
be entitled to receive distributions pursuant to the Pooling and
Servicing Agreement, the Series Supplement and this Agreement, as
applicable, Internal Revenue Service Form 4224 (or any successor
form), as applicable, or such other forms or certificates as may
be required under the laws of any applicable jurisdiction in
order to permit the Paying Agent, the Transferor, if such
payments are to be paid directly by the Transferor, or the
Administrative Agent in accordance with Section 2.04 hereof to
make payments to, and deposit funds to or for the account of,
such Person under the Pooling and Servicing Agreement, the Series
Supplement, and this Agreement, as applicable, without any
deduction or withholding for or on account of any tax.  Each
Managing Agent and each Purchaser agrees to provide like
additional subsequent duly executed forms on or before the date
that any such form expires or becomes obsolete, or upon the
occurrence of any event requiring an amendment, resubmission or
change in the most recent form previously delivered by it and to
provide such extensions or renewals as may be reasonably
requested by the Transferor or the Trustee.  Each Managing Agent
and each Purchaser further agrees that compliance with this
Section 6.03(c) is a condition to the payment of any amount
otherwise due pursuant to Sections 6.03(a) and (b) hereof.

          Section 6.04  Other Costs, Expenses and Related
Matters.  The Transferor agrees, upon receipt of a written
invoice, to pay or cause to be paid, and to save the Conduit
Purchasers, the Alternate Purchasers, the Managing Agents and the
Administrative Agent harmless against liability for the payment
of, all reasonable out-of-pocket expenses (including, without
limitation, attorneys', accountants' and other third parties'
fees and expenses, any filing fees and expenses incurred by
officers or employees of the Conduit Purchasers, Alternate
Purchasers, Managing Agents and/or the Administrative Agent) or
intangible, documentary or recording taxes incurred by or on
behalf of the Conduit Purchasers, Alternate Purchasers, Managing
Agents and the Administrative Agent (i) in connection with the
negotiation, execution, delivery and preparation of this
Agreement, the other Principal Agreements and any documents or
instruments delivered pursuant hereto and thereto and the
transactions contemplated hereby or thereby and (ii) from time to
time (A) relating to any amendments, waivers or consents under
this Agreement and the other Principal Agreements, (B) relating
to the syndication of the facility contemplated hereby, (C)
arising in connection with any Conduit Purchaser's, any Alternate
Purchaser's, any Managing Agent's or the Administrative Agent's
enforcement or preservation of rights, or (D) arising in
connection with any dispute, disagreement, litigation or
preparation for litigation involving this Agreement or any of the
other Principal Agreements; provided, however, that, with respect
to subsection (i) and subclauses (A) and (B) of subsection (ii)
of the foregoing sentence, the Transferor shall only be liable
for the attorneys' fees and expenses of one law firm with respect
to the Conduit Purchasers, the Alternate Purchasers, the Managing
Agents and the Administrative Agent as a group.

          Section 6.05  Indemnity for Breakage Costs.  To the
extent the Transferor reduces, on any day other than a day which
occurs on the last day of a Funding Period, the Class A Invested
Amount, the Class B Invested Amount and/or the Class C Invested
Amount allocated to such Funding Period, the Transferor agrees to
pay or cause to be paid the amount, if any, by which (i) the
additional interest which would have accrued on such reductions
during the balance of such Funding Period (as so computed) if
such reductions had not occurred exceeds (ii) the income, if any,
received by the applicable Managing Agent for the benefit of the
applicable Purchaser(s) in the related Purchaser Group, from the
investment by such Person of the proceeds of such reductions.


                          ARTICLE VII
           THE ADMINISTRATIVE AGENT; MANAGING AGENTS

          Section 7.01  Authorization and Action of
Administrative Agent.    (a) Each Conduit Purchaser and each
Alternate Purchaser hereby appoints and authorizes the
Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the other
Principal Agreements as are delegated to the Administrative Agent
by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto.  In furtherance, and without
limiting the generality, of the foregoing, each Conduit Purchaser
and each Alternate Purchaser hereby appoints the Administrative
Agent as its agent to execute and deliver all further instruments
and documents, and agrees to take all further action that the
Administrative Agent may deem necessary or appropriate or that a
Conduit Purchaser or an Alternate Purchaser may reasonably
request in order to perfect, protect or more fully evidence the
interests transferred or to be transferred from time to time by
the Transferor hereunder, or to enable any of them to exercise or
enforce any of their respective rights hereunder.  With respect
to actions which are incidental to the actions specifically
delegated to the Administrative Agent hereunder, the
Administrative Agent shall not be required to take any such
incidental action hereunder, but shall be required to act or to
refrain from acting (and shall be fully protected in acting or
refraining from acting) upon the direction of the Managing
Agents; provided, however, the Administrative Agent shall not be
required to take any action hereunder if the taking of such
action, in the reasonable determination of the Administrative
Agent, shall be in violation of any applicable law, rule or
regulation or contrary to any provision of this Agreement or
shall expose the Administrative Agent to liability hereunder or
otherwise.

          (b)  The Administrative Agent shall exercise such
rights and powers vested in it by this Agreement and the other
Principal Agreements, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own
affairs.

          Section 7.02  Administrative Agent's Reliance, Etc.
Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them as Administrative
Agent under or in connection with this Agreement or any of the
other Principal Agreements, except for its or their own gross
negligence or willful misconduct.  Without limiting the
foregoing, the Administrative Agent:  (i) may consult with legal
counsel (including counsel for the Transferor and the Servicer),
independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (ii) makes no warranty or
representation to any Conduit Purchaser or any Alternate
Purchaser and shall not be responsible to any Conduit Purchaser
or any Alternate Purchaser for any statements, warranties or
representations made in or in connection with this Agreement;
(iii) shall not have any duty to ascertain or to inquire as to
the performance or observance of any of the terms, covenants or
conditions of this Agreement or any of the other Principal
Agreements on the part of the Transferor or the Servicer or to
inspect the property (including the books and records) of the
Transferor or the Servicer; (iv) shall not be responsible to any
Conduit Purchaser or any Alternate Purchaser for the due
execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, any of the other
Principal Agreements or any other instrument or document
furnished pursuant hereto or thereto; and (v) shall incur no
liability under or in respect of this Agreement or any of the
other Principal Agreements by acting upon any notice (including
notice by telephone), consent, certificate or other instrument or
writing (which may be by telex) believed by it to be genuine and
signed or sent by the proper party or parties.

          Section 7.03  Credit Decision.  Each Conduit Purchaser
and each Alternate Purchaser acknowledges that it has,
independently and without reliance upon the Administrative Agent,
any of the Administrative Agent's Affiliates, any Managing Agent,
any other Alternate Purchaser or any other Conduit Purchaser and
based upon such documents and information as it has deemed
appropriate, made its own evaluation and decision to enter into
this Agreement and the other Principal Agreements to which it is
a party and, if it so determines, to accept the transfer of an
interest in the Senior Securities hereunder.  Each Conduit
Purchaser and each Alternate Purchaser also acknowledges that it
will, independently and without reliance upon the Administrative
Agent, any of the Administrative Agent's Affiliates, any Managing
Agent, any other Alternate Purchaser or any other Conduit
Purchaser and based on such documents and information as it shall
deem appropriate at the time, continue to make its own decisions
in taking or not taking action under this Agreement and the other
Principal Agreements to which it is a party.

          Section 7.04  Indemnification of the Administrative
Agent.  Each Alternate Purchaser agrees to indemnify the
Administrative Agent (to the extent not reimbursed by the
Transferor), ratably in accordance with its respective Purchaser
Group Percentage, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted
against the Administrative Agent (in its capacity as such) in any
way relating to or arising out of this Agreement and any of the
other Principal Agreements or such action taken or omitted by the
Administrative Agent hereunder or thereunder; provided, however,
that such Alternate Purchaser shall not be liable for any portion
of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or
willful misconduct.  Without limitation of the foregoing, each
Alternate Purchaser agrees to reimburse the Administrative Agent,
ratably in accordance with its respective Purchaser Group
Percentage, promptly upon demand for any out-of-pocket expenses
(including counsel fees) incurred by the Administrative Agent in
connection with the administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement and the other Principal
Agreements, to the extent that such expenses are incurred in the
interests of or otherwise in respect of the Conduit Purchasers or
the Alternate Purchasers hereunder and/or thereunder and to the
extent that the Administrative Agent is not reimbursed for such
expenses by the Transferor.

          Section 7.05  Successor Administrative Agent.  The
Administrative Agent may resign at any time, effective upon the
appointment and acceptance of a successor Administrative Agent as
provided below, by giving written notice thereof to each Managing
Agent, each Conduit Purchaser, each Alternate Purchaser and the
Transferor.  Upon any such resignation, the Managing Agents shall
appoint a successor Administrative Agent.  Each Conduit Purchaser
and each Alternate Purchaser agrees that it shall not
unreasonably withhold or delay its approval of the appointment of
a successor Administrative Agent.  If no such successor
Administrative Agent shall have been so appointed, and shall have
accepted such appointment, within thirty (30) days after the
retiring Administrative Agent's giving of notice of resignation,
then the retiring Administrative Agent may, on behalf of the
Conduit Purchasers and the Alternate Purchasers, appoint a
successor Administrative Agent with the prior consent of the
Managing Agents (which such consent will not be unreasonably
withheld) which such successor Administrative Agent shall be
either (i) a commercial bank organized under the laws of the
United States or of any state thereof and having a combined
capital and surplus of at least $250,000,000 or (ii) an Affiliate
of such a bank.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its
duties and obligations under this Agreement.  After any retiring
Administrative Agent's resignation hereunder as Administrative
Agent, the provisions of this Article VII shall continue to inure
to its benefit as to any actions taken or omitted to be taken by
it while it was Administrative Agent under this Agreement.  The
successor Administrative Agent shall promptly notify the
Transferor, the Servicer and the Trustee of its appointment
hereunder.

          Section 7.06  Payments by the Administrative Agent.
Unless specifically allocated to a Conduit Purchaser or an
Alternate Purchaser pursuant to Section 2.04 of this Agreement,
all amounts received by the Administrative Agent, if any, on
behalf of the Conduit Purchasers or Alternate Purchasers shall be
paid by the Administrative Agent to the applicable Managing Agent
(at the account specified in writing to Administrative Agent) in
accordance with the related Purchaser Group Percentage on the
Business Day received by the Administrative Agent, unless such
amounts are received after 12:00 noon (New York time) on such
Business Day, in which case the Administrative Agent shall use
its reasonable efforts to pay such amounts to such Managing
Agent, on behalf of the related Purchaser, on such Business Day,
but, in any event, shall pay such amounts to such Managing Agent,
on behalf of the related Purchaser, not later than 11:00 a.m.
(New York time) on the following Business Day.

          Section 7.07  Authorization and Action of Managing
Agent.  (a) Each Conduit Purchaser and each Alternate Purchaser
of each Purchaser Group hereby appoints and authorizes the
Managing Agent with respect to such Purchaser Group to take such
action as agent on its behalf and to exercise such powers under
this Agreement and the other Principal Agreements as are
delegated to the Managing Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto.
In furtherance, and without limiting the generality, of the
foregoing, each Conduit Purchaser and each Alternate Purchaser
hereby appoints the related Managing Agent as its agent to
execute and deliver all further instruments and documents, and
agrees to take all further action that the related Managing Agent
may deem necessary or appropriate or that a Conduit Purchaser or
an Alternate Purchaser may reasonably request in order to
perfect, protect or more fully evidence the interests transferred
or to be transferred from time to time by the Transferor
hereunder, or to enable any of them to exercise or enforce any of
their respective rights hereunder or under the related Senior
Securities, and such other instruments or notices, as may be
necessary or appropriate for the purposes stated hereinabove.
The Conduit Purchasers and Alternate Purchasers may direct the
related Managing Agent (i) to direct the Administrative Agent to
take any action which is incidental to the actions specifically
delegated to the Administrative Agent hereunder and (ii) not to
take or to cease taking any action which is incidental to the
actions specifically delegated to the Administrative Agent
hereunder.  With respect to actions which are incidental to the
actions specifically delegated to a Managing Agent hereunder, a
Managing Agent shall not be required to take any such incidental
action hereunder, but shall be required to act or to refrain from
acting (and shall be fully protected in acting or refraining from
acting) upon the direction of the related Conduit Purchaser and
Alternate Purchaser; provided, however, that no Managing Agent
shall be required to take any action hereunder if the taking of
such action, in the reasonable determination of such Managing
Agent, shall be in violation of any applicable law, rule or
regulation or contrary to any provision of this Agreement or
shall expose such Managing Agent to liability hereunder or
otherwise.

          (b)  The Managing Agent shall exercise such rights and
powers vested in it by this Agreement and the other Principal
Agreements, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

          Section 7.08  Managing Agent's Reliance, Etc.  Neither
any Managing Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be
taken by it or them as Managing Agent under or in connection with
this Agreement or any of the other Principal Agreements, except
for its or their own gross negligence or willful misconduct.
Without limiting the foregoing, the Managing Agent:  (i) may
consult with legal counsel (including counsel for the Transferor
and the Servicer), independent public accountants and other
experts selected by it and shall not be liable for any action
taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants or experts; (ii)
makes no warranty or representation to any Conduit Purchaser or
any Alternate Purchaser and shall not be responsible to any
Conduit Purchaser or any Alternate Purchaser for any statements,
warranties or representations made in or in connection with this
Agreement; (iii) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or any of the other
Principal Agreements on the part of the Transferor or the
Servicer or to inspect the property (including the books and
records) of the Transferor or the Servicer; (iv) shall not be
responsible to any Conduit Purchaser or any Alternate Purchaser
for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, the Senior
Securities or any other instrument or document furnished pursuant
hereto or thereto; and (v) shall incur no liability under or in
respect of this Agreement or any of the other Principal
Agreements by acting upon any notice (including notice by
telephone), consent, certificate or other instrument or writing
(which may be by telex) believed by it to be genuine and signed
or sent by the proper party or parties.

          Section 7.09  Credit Decision.  Each Conduit Purchaser
and each Alternate Purchaser acknowledges that it has,
independently and without reliance upon the Managing Agent, any
of the Managing Agent's Affiliates, any other Alternate Purchaser
or any other Conduit Purchaser and based upon such documents and
information as it has deemed appropriate, made its own evaluation
and decision to enter into this Agreement and the other Principal
Agreements to which it is a party and, if it so determines, to
accept the transfer of an interest in the Senior Securities
hereunder.  Each Conduit Purchaser and each Alternate Purchaser
also acknowledges that it will, independently and without
reliance upon the Managing Agent, any of the Managing Agent's
Affiliates, any other Alternate Purchaser or any other Conduit
Purchaser and based on such documents and information as it shall
deem appropriate at the time, continue to make its own decisions
in taking or not taking action under this Agreement and the other
Principal Agreements to which it is a party.

          Section 7.10  Indemnification of the Managing Agent.
Each Alternate Purchaser agrees to indemnify the related Managing
Agent (to the extent not reimbursed by the Transferor), ratably
in accordance with its respective Purchaser Group Percentage,
from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Managing Agent
(in its capacity as such) in any way relating to or arising out
of this Agreement and any of the other Principal Agreements or
such action taken or omitted by the Managing Agent hereunder or
thereunder; provided, however, that such Alternate Purchaser
shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the
Managing Agent's gross negligence or willful misconduct.  Without
limitation of the foregoing, each Alternate Purchaser agrees to
reimburse the Managing Agent, ratably in accordance with its
respective Purchaser Group Percentage, promptly upon demand for
any out-of-pocket expenses (including counsel fees) incurred by
the Managing Agent in connection with the administration,
modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice
in respect of rights or responsibilities under, this Agreement
and the other Principal Agreements, to the extent that such
expenses are incurred in the interests of or otherwise in respect
of the Conduit Purchasers or the Alternate Purchasers hereunder
and/or thereunder and to the extent that the Managing Agent is
not reimbursed for such expenses by the Transferor.

          Section 7.11  Successor Managing Agent.  A Managing
Agent may resign at any time, effective upon the appointment and
acceptance of a successor Managing Agent as provided below, by
giving written notice thereof to the Administrative Agent, each
Conduit Purchaser, each Alternate Purchaser and the Transferor.
Upon any such resignation, the members of the related Purchaser
Group acting jointly shall appoint a successor Managing Agent.
Each Conduit Purchaser and each Alternate Purchaser agrees that
it shall not unreasonably withhold or delay its approval of the
appointment of a successor Managing Agent.  If no such successor
Managing Agent shall have been so appointed, and shall have
accepted such appointment, within thirty (30) days after the
retiring Managing Agent's giving of notice of resignation, then
the retiring Managing Agent may, on behalf of the Conduit
Purchasers and the Alternate Purchasers, appoint a successor
Managing Agent which shall be either (i) a commercial bank
organized under the laws of the United States or of any state
thereof and having a combined capital and surplus of at least
$50,000,000 or (ii) an Affiliate of such a bank.  Upon the
acceptance of any appointment as Managing Agent hereunder by a
successor Managing Agent, such successor Managing Agent shall
thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Managing Agent, and
the retiring Managing Agent shall be discharged from its duties
and obligations under this Agreement.  After any retiring
Managing Agent's resignation hereunder as Managing Agent, the
provisions of this Article VII shall continue to inure to its
benefit as to any actions taken or omitted to be taken by it
while it was Managing Agent under this Agreement.  The successor
Managing Agent shall promptly notify the Transferor, the Servicer
and the Trustee of its appointment hereunder.

          Section 7.12  Payments by a Managing Agent.  Unless
specifically allocated to a Conduit Purchaser or an Alternate
Purchaser pursuant to the terms of this Agreement, all amounts
received by a Managing Agent (i) on behalf of the related Conduit
Purchaser(s) shall be paid by such Managing Agent to such Conduit
Purchaser(s) (at an account specified in writing to such Managing
Agent) in accordance with such Conduit Purchaser's pro rata share
of such amounts  and (ii) on behalf of the related Alternate
Purchaser(s) shall be paid by such Managing Agent to such
Alternate Purchaser(s) (at an account specified in writing to
such Managing Agent) in accordance with such Alternate
Purchaser's Pro Rata Share of such amounts.  All such payments
shall be made on the Business Day received by such Managing
Agent, unless such amounts are received after 12:00 noon (New
York time) on such Business Day, in which case such Managing
Agent shall use its reasonable efforts to pay such amounts, on
such Business Day, but, in any event, shall pay such amounts not
later than 11:00 a.m. (New York time) the following Business Day.


                          ARTICLE VIII
                 ASSIGNMENTS AND PARTICIPATIONS

          Section 8.01  Assignments.  Subject to the applicable
limitations and requirements set forth in the Pooling and
Servicing Agreement and the Series Supplement, the Purchasers may
assign all or a portion of its rights and obligations hereunder
to any other Persons as set forth in this Section 8.01.

          (a)  At any time prior to the Specified Termination
Date, in the event that any Conduit Purchaser has elected in its
discretion not to fund its portion of the Class A Initial
Invested Amount, the Class B Initial Invested Amount and the
Class C Initial Invested Amount or any Additional Invested Amount
as requested under Section 2.02 hereof, then the Transferor shall
have the right to direct the related Managing Agent to designate
the Alternate Purchasers in the related Purchaser Group to fund,
and such Alternate Purchasers shall fund, such Class A Initial
Invested Amount, Class B Initial Invested Amount and/or Class C
Initial Invested Amount or such Additional Invested Amount, as
applicable, subject to the conditions set forth in Section 6.15
of the Pooling and Servicing Agreement.  In addition, at any
time, a Conduit Purchaser may elect to assign all or a portion of
its interest in any of the Senior Securities of its Purchaser
Group to the Alternate Purchasers in its Purchaser Group pursuant
to this Section 8.01.  Upon any such election by a Conduit
Purchaser or any such direction by the Transferor, such Conduit
Purchaser shall make an Assignment and the Alternate Purchasers
in the related Purchaser Group shall accept such Assignment and
shall assume all or a portion of the obligations of such Conduit
Purchaser hereunder.  In connection with an Assignment from any
Conduit Purchaser to the Alternate Purchasers in its Purchaser
Group pursuant to this Section 8.01, each Alternate Purchaser
shall, on the date of such Assignment, pay to such Conduit
Purchaser its Pro Rata Share of the applicable Assignment Amount
against delivery by such Conduit Purchaser of an Assignment and
Assumption Agreement.  In the event that the Assignment Amount
paid by the Alternate Purchasers is less than the sum of the
portion of the applicable Purchaser Group Percentage of the
Invested Amount subject to such Assignment plus the interest
component of all outstanding Commercial Paper with respect
thereto, then to the extent payments made hereunder in respect of
the Invested Amount exceed the Assignment Amount, such excess
amounts shall be remitted by the applicable Managing Agent to the
Conduit Purchaser.

          Without limiting the foregoing, any Conduit Purchaser
may, from time to time, with prior or concurrent notice to the
Transferor and the Servicer, in one transaction or a series of
transactions, assign to a Conduit Assignee all or a portion of
the related Purchaser Group Percentage of the Class A Invested
Amount, the Class B Invested Amount or the Class C Invested
Amount and such Conduit Purchaser's rights and obligations under
this Agreement and any other Principal Agreements to which it is
a party.  Upon and to the extent of such assignment by a Conduit
Purchaser to a Conduit Assignee, (i) such Conduit Assignee shall
be the owner of the assigned portion of the related Purchaser
Group Percentage of the Class A Invested Amount, the Class B
Invested Amount or the Class C Invested Amount, as applicable,
(ii) the related Managing Agent for such Conduit Purchaser will
act as the Managing Agent for such Conduit Assignee, with all
corresponding rights and powers, express or implied, granted to
the related Managing Agent hereunder or under the other Principal
Agreements, (iii) such Conduit Assignee and its Liquidity
Providers and Program Support Providers and other related parties
shall have the benefit of all the rights and protections provided
to such Conduit Purchaser and its Liquidity Providers and Program
Support Providers and other related parties, respectively, herein
and in the other Principal Agreements (including, without
limitation, any limitation on recourse against such Conduit
Purchaser or related parties, any agreement not to file or join
in the filing of a petition to commence an insolvency proceeding
against such Conduit Purchaser, and the right to assign to
another Conduit Assignee as provided in this paragraph), (iv)
such Conduit Assignee shall assume such Conduit Purchaser's right
to fund the assigned portion of the related Purchaser Group
Percentage of any Additional Invested Amount requested by the
Transferor subsequent to the date of such assignment and all
other obligations, if any, of such Conduit Purchaser under and in
connection with this Agreement or any other Principal Agreements,
and such Conduit Purchaser shall be released from such
obligations, in each case to the extent of such assignment, and
the obligations of such Conduit Purchaser and Conduit Assignee
shall be several and not joint, (v) all distributions in respect
of the related Purchaser Group Percentage of the Class A Invested
Amount, the Class B Invested Amount or the Class C Invested
Amount, as applicable, shall be made to the applicable Managing
Agent, on behalf of such Conduit Purchaser and such Conduit
Assignee on a pro rata basis according to their respective
interests, (vi) the defined terms and other terms and provisions
of this Agreement and the other Principal Agreements shall be
interpreted in accordance with the foregoing, and (vii) if
requested by the applicable Managing Agent, the parties will
execute and deliver such further agreements and documents and
take such other actions as such Managing Agent may reasonably
request to evidence and give effect to the foregoing.  No
Assignment by a Conduit Purchaser to a Conduit Assignee of all or
any portion of the related Purchaser Group Percentage of the
Class A Invested Amount, the Class B Invested Amount or the Class
C Invested Amount, as applicable, shall in any way diminish the
related Alternate Purchaser's obligation under Section 8.01(a) to
fund any Additional Invested Amount not funded by such Conduit
Purchaser or Conduit Assignee.

          (b)  In addition to the limitations and requirements
set forth in the Pooling and Servicing Agreement and the Series
Supplement, no Alternate Purchaser (or assignee thereof) may
assign all or a portion of its interests in the Senior Securities
of its Purchaser Group, the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount and its rights and
obligations hereunder to any Person unless approved in writing by
the related Managing Agent (in each case such approval not to be
unreasonably withheld or delayed).  In the case of an Assignment
by an Alternate Purchaser (or assignee thereof) to another
Person, the assignor shall deliver to the assignee(s) an
Assignment and Assumption Agreement, duly executed, assigning to
the assignee, all or any portion of its interest in the Senior
Securities of its Purchaser Group, the Class A Invested Amount,
the Class B Invested Amount and/or the Class C Invested Amount,
and the assignor's rights and obligations hereunder.  Any
assignor hereunder shall promptly execute and deliver all further
instruments and documents required hereby or by the Pooling and
Servicing Agreement, and take all further action, that the
assignee may reasonably request, in order to protect or more
fully evidence the assignee's right, title and interest in and to
such interest and to enable the Administrative Agent, on behalf
of such assignee, to exercise or enforce any rights hereunder and
under the other Principal Agreements to which such assignor is
or, immediately prior to such Assignment, was a party.  Upon any
Assignment hereunder, (i) the assignee shall have all of the
rights and obligations of the assignor hereunder and under the
other Principal Agreements to which such assignor is or,
immediately prior to such Assignment, was a party with respect to
such interest for all purposes of this Agreement and such other
Principal Agreements (it being understood that the Alternate
Purchasers (or assignees thereof), as assignees, shall be
obligated to fund Additional Invested Amounts under Section 2.02
in accordance with the terms thereof, notwithstanding that the
Conduit Purchasers were not so obligated), and (ii) the assignor
shall relinquish its rights with respect to such interest for all
purposes of this Agreement and under the other Principal
Agreements to which such assignor is or, immediately prior to
such Assignment, was a party.  No such Assignment shall be
effective unless a fully executed copy of the related Assignment
and Assumption Agreement shall be delivered to the Administrative
Agent and the Transferor.  All out-of-pocket costs and legal
expenses of the Administrative Agent, the assignor and the
assignee incurred in connection with any Assignment hereunder
shall be borne as agreed among the Transferor, such assignor and
such assignee.

          (c)  By executing and delivering an Assignment and
Assumption Agreement, the assignor and assignee thereunder
confirm to and agree with each other and the other parties hereto
as follows:  (i) other than as provided in such Assignment and
Assumption Agreement, the assignor makes no representation or
warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in
connection with this Agreement, the other Principal Agreements or
any other instrument or document furnished pursuant hereto or
thereto or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, the other
Principal Agreements, the Receivables or other Trust Property or
any such other instrument or document; (ii) the assignor makes no
representation or warranty and assumes no responsibility with
respect to the financial condition of the Transferor or the
Servicer or the performance or observance by the Transferor or
the Servicer of any of their respective obligations under this
Agreement, the other Principal Agreements or any other instrument
or document furnished pursuant hereto or thereto; (iii) such
assignee confirms that it has received a copy of this Agreement,
the Series Supplement, the Pooling and Servicing Agreement and
such other instruments, documents and information as it has
deemed appropriate to make its own credit analysis and decision
to enter into such Assignment and Assumption Agreement and to
purchase such interest; (iv) such assignee will, independently
and without reliance upon the Administrative Agent or any of its
Affiliates, the Managing Agents or any of their Affiliates, the
assignor or any other Purchaser and based on such agreements,
documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under this Agreement and the other Principal
Agreements; (v) such assignee appoints and authorizes the
Administrative Agent and the related Managing Agent to take such
action as agent on its behalf and to exercise such powers under
this Agreement, the other Principal Agreements and any other
instrument or document furnished pursuant hereto or thereto as
are delegated to the Administrative Agent or such Managing Agent,
as applicable, by the terms hereof or thereof, together with such
powers as are reasonably incidental thereto and to enforce its
respective rights and interests in and under this Agreement, the
other Principal Agreements and the Trust Property; (vi) such
assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement
and the other Principal Agreements are required to be performed
by it as such assignee; and (vii) such assignee agrees that it
will not institute against any Conduit Purchaser any proceeding
of the type referred to in Section 9.11 prior to the date which
is one year and one day after the payment in full of all
commercial paper and other debt securities issued by any Conduit
Purchaser.

          (d)  If at any time prior to any assignment by the
Conduit Purchaser in the Purchaser Group with respect to which
NationsBank is the Managing Agent to a related Alternate
Purchaser as contemplated pursuant to this Section 8.01, the
short term debt rating of any Alternate Purchaser shall be "A-2"
or "P-2" from Standard & Poor's or Moody's, respectively, with
negative credit implications, such Alternate Purchaser, upon
request of the Managing Agent, shall, within 30 days of such
request, assign its rights and obligations hereunder to another
financial institution (which institution's short term debt shall
be rated at least "A-2" and "P-2" from Standard & Poor's and
Moody's, respectively, and which shall not be so rated with
negative credit implications).  If the short term debt rating of
an Alternate Purchaser shall be "A-3" or "P-3", or lower, from
Standard & Poor's or Moody's, respectively (or such rating shall
have been withdrawn by Standard & Poor's or Moody's), such
Alternate Purchaser, upon request of the Managing Agent, shall,
within five (5) Business Days of such request, assign its rights
and obligations hereunder to another financial institution (which
institution's short term debt shall be rated at least "A-2" and
"P-2" from Standard & Poor's and Moody's, respectively, and which
shall not be so rated with negative credit implications).  In
either such case, if any such Alternate Purchaser shall not have
assigned its rights and obligations under this Agreement within
the applicable time period described above, the Conduit Purchaser
shall have the right to require such Alternate Purchaser to
accept the assignment of such Alternate Purchaser's Pro Rata
Share of the Purchaser Group Percentage of the Class A Invested
Amount, the Class B Invested Amount and/or the Class C Invested
Amount; such assignment shall occur in accordance with the
applicable provisions of this Section 8.01.  Such Alternate
Purchaser shall be obligated to pay to the Conduit Purchaser, in
connection with such assignment, in addition to the Pro Rata
Share of the Purchaser Group Percentage of the Class A Invested
Amount, the Class B Invested Amount and/or the Class C Invested
Amount, an amount equal to the interest component of the
outstanding Commercial Paper issued to fund the portion of the
Class A Invested Amount, the Class B Invested Amount and/or the
Class C Invested Amount being assigned to such Alternate
Purchaser, as reasonably determined by the Managing Agent.
Notwithstanding anything contained herein to the contrary, upon
any such assignment to a downgraded Alternate Purchaser as
contemplated pursuant to the immediately preceding sentence, the
aggregate available amount of the Facility Limit, solely as it
relates to new Additional Invested Amounts by the Conduit
Purchaser, shall be reduced by the amount of unused Class A
Commitment Amount, Class B Commitment Amount and/or Class C
Commitment Amount of such downgraded Alternate Purchaser; it
being understood and agreed, that nothing in this sentence or the
two preceding sentences shall affect or diminish in any way any
such downgraded Alternate Purchaser's commitment to the
Transferor or such downgraded Alternate Purchaser's other
obligations and liabilities hereunder and under the other
Principal Agreements.

          Section 8.02  Participations.  (a)  Subject to the
limitations and requirements set forth in the Pooling and
Servicing Agreement and the Series Supplement, any Conduit
Purchaser or Alternate Purchaser may sell participations to one
or more Persons in or to all or a portion of its rights and
obligations hereunder; provided, however, that (i) such Conduit
Purchaser's or Alternate Purchaser's obligations under this
Agreement (including, without limitation, any Alternate
Purchaser's commitment to fund its portion of any Additional
Invested Amount hereunder) shall remain unchanged, (ii) such
Conduit Purchaser or Alternate Purchaser shall remain solely
responsible to the Transferor, the other Conduit Purchasers and
Alternate Purchasers and the Administrative Agent for the
performance of such obligations, (iii) the Managing Agent of such
Conduit Purchaser or Alternate Purchaser shall remain the holder
of the Senior Securities (for the benefit of the members of the
related Purchaser Group) for all purposes of this Agreement, and
(iv) the Transferor, Administrative Agent and the other Conduit
Purchasers and Alternate Purchasers shall continue to deal solely
and directly with such Conduit Purchaser or Alternate Purchaser
(or the related Managing Agent) in connection with such Conduit
Purchaser's or Alternate Purchaser's rights and obligations under
this Agreement.

          (b)  Notwithstanding anything contained herein, no
participant shall be entitled to any payments under Section 6.02
and 6.03 in excess of any amounts which would be payable to the
Conduit Purchaser or Alternate Purchaser from which such
participant acquired its interest herein.

                          ARTICLE VIII
                         MISCELLANEOUS

          Section 9.01  Termination of Agreement; Survival.  This
Agreement shall terminate on the Series 1998-3 Termination Date;
provided, however, that the indemnification and payment
provisions of Article VI hereof, shall be continuing and shall
survive any termination of this Agreement.  The provisions of
Sections 9.01 and 9.11 hereof shall survive any termination or
cancellation of this Agreement.

          Section 9.02  Waivers; Amendments.  No failure or delay
on the part of the Administrative Agent, any Managing Agent or
any Purchaser in exercising any power, right or remedy under this
Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or remedy preclude
any other further exercise thereof or the exercise of any other
power, right or remedy.  The rights and remedies herein provided
shall be cumulative and nonexclusive of any rights or remedies
provided by law.  Any provision of this Agreement may be amended
or waived if, but only if, such amendment or waiver is in writing
and is signed by the Transferor and the Required Securityholders
(and, if Article VII or the rights or duties of the
Administrative Agent or the Managing Agents are affected thereby,
by the Administrative Agent or the Managing Agents, as
applicable); provided, however, that, no such amendment or waiver
shall, unless signed by each Conduit Purchaser and/or each
Alternate Purchaser directly affected thereby, (A) increase the
Commitment Amount of an Alternate Purchaser, (B) reduce the
amount of the Class A Invested Amount, the Class B Invested
Amount and/or the Class C Invested Amount or rate of interest to
accrue thereon or any fees or other amounts payable hereunder, or
(C) modify the definition of the term "Required Securityholder."

          SECTION 9.03  GOVERNING LAW; SUBMISSION TO
JURISDICTION; WAIVER OF JURY TRIAL.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (b)  EACH OF THE PARTIES HERETO HEREBY AGREES THAT A
FINAL JUDGMENT IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT IN ANY NEW YORK STATE COURT OR ANY FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, OR ANY
APPELLATE COURT WITH RESPECT TO ANY OF THE FOREGOING, SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO
THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT IN ANY NEW YORK STATE OR FEDERAL
COURT, OR ANY APPELLATE COURT WITH RESPECT TO ANY OF THE
FOREGOING.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

          (c)  EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE AMONG ANY OF THEM ARISING
OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE
RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR
THE OTHER PRINCIPAL AGREEMENTS.

          Section 9.04  Integration.  This Agreement together
with the other Principal Agreements and the Fee Letter contains
the final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and
thereof and shall constitute the entire agreements among the
parties hereto with respect to the subject matter hereof and
thereof superseding all prior oral or written understandings.

          Section 9.05  Counterparts.    This Agreement may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken
together shall constitute one and the same Agreement.

          Section 9.06  Headings.  The headings in this Agreement
are for purposes of reference only and shall not limit or
otherwise affect the meaning or interpretation of any provisions
hereof.

          Section 9.07  Notices.  Every demand, notice, and
communication under this Agreement shall be in writing and shall
be deemed to have been duly given, made and received (i) one (1)
Business Day after it is delivered against receipt of registered
or certified mail or upon actual receipt of registered or
certified mail, postage prepaid, return receipt requested; (ii)
when delivered by courier with appropriate evidence of receipt;
or (iii) one (1) Business Day after it is transmitted via
facsimile transmission with appropriate evidence of receipt at
the following addresses of the recipient:

          (a)  in the case of the Transferor, to Fingerhut
     Receivables, Inc. 4400 Baker Road, Suite F480, Minnetonka,
     Minnesota 55343, Attention: President, Telecopy: (612) 932-
     3302;

          (b)  in the case of the Servicer, to Fingerhut National
     Bank, 3904 West Technology Circle, Suite 102, Sioux Falls,
     South Dakota 57106, Attention: President, Telecopy: (605)
     361-0986; and with a copy to: Fingerhut Companies, Inc.,
     4400 Baker Road, Minnetonka, Minnesota 55343, Attention:
     Treasurer, Telecopy: (612) 932-3302;

          (c)  in the case of the Conduit Purchasers, to

               (1)  Kitty Hawk Funding Corporation, c/o Lord
                    Securities Corporation, Two Wall Street, New
                    York, New York 10005, Attention: Richard
                    Taiano, Telecopy: (212) 346-9012,

               (2)  Falcon Asset Securitization Corporation, c/o
                    The First National Bank of Chicago, Suite
                    0596, 21st Floor, One First National Plaza,
                    Chicago, Illinois 60670, Attention: Brooks
                    Crankshaw, Telecopy: (312) 732-3205, and
               (3)  Four Winds Funding Corporation, 2 World
                    Financial Center, Attention: Howard Thompson,
                    Telecopy: (212) 266-7661;

          (d)  in the case of the Alternate Purchasers and
     Managing Agents, to

               (1)  NationsBank, N.A., NationsBank Corporate
                    Center, 100 North Tryon Street, 10th Floor,
                    Charlotte, North Carolina 28255, Attention:
                    Michelle Heath, Telecopy: (704) 388-9169,

               (2)  The First National Bank of Chicago, Suite
                    0596, 21st Floor, One First National Plaza,
                    Chicago, Illinois 60670, Attention: Brooks
                    Crankshaw, Telecopy: (312) 732-3205, and

               (3)  Commerzbank Aktiengesellschaft, Chicago
                    branch, 311 South Wacker Drive, Suite 5800,
                    Chicago, Illinois 60606, Attention: Tim
                    Shortly, Telecopy: (312) 435-1486;

          (e)  in the case of the Administrative Agent, to
     NationsBank, N.A., NationsBank Corporate Center, 100 North
     Tryon Street, 10th Floor, Charlotte, North Carolina 28255,
     Attention: Michelle Heath, Telecopy: (704) 388-9169; and

          (f)  in the case of any other Alternate Purchaser party
     to this Agreement from time to time, to the address set
     forth under such Alternate Purchaser's name on the signature
     page to the Assignment and Assumption Agreement executed by
     such Alternate Purchaser.

Any party may alter the address to which communications are to be
sent by giving notice of such change of address in conformity
with the provisions of this Section 9.07 for giving notice and by
otherwise complying with any applicable terms of this Agreement.

          Section 9.08  Successors and Assigns.  This Agreement
shall be binding on, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns;
provided, however, that the Transferor may not assign any of its
rights or delegate any of its duties hereunder without the prior
written consent of the Administrative Agent and the Managing
Agents.  No provision of this Agreement shall in any manner
restrict the ability of the Purchasers to assign, participate,
grant security interests in, or otherwise transfer any portion of
the Senior Securities of its related Purchaser Group or any
interest therein.

          Section 9.09  Severability of Provisions.  If any one
or more of the covenants, agreements, provisions or terms of this
Agreement shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of
the Senior Securities or rights of the Administrative Agent,
Managing Agents and/or Purchasers thereof.

          Section 9.10  Further Assurances.  The Transferor
agrees to do and perform from time to time, any and all acts and
to execute any and all further instruments required or reasonably
requested by the Administrative Agent or the Managing Agents more
fully to effect the purposes of this Agreement in a manner
consistent with this Agreement.

          Section 9.11  Non-Petition Covenant.  Each party hereto
hereby covenants and agrees that, prior to the date that is one
year and one day after the payment in full, in the case of the
Trust and Transferor, of the Senior Securities, and, in the case
of any Conduit Purchaser, of all commercial paper and other debt
securities issued by such Conduit Purchaser, neither it nor any
Affiliate thereof will file any involuntary petition or otherwise
institute against, or join any other Person or entity in
instituting against, the Trust, Transferor or any Conduit
Purchaser, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceeding under
any federal or state bankruptcy or similar law.

          Section 9.12  Limited Recourse Against Transferor.
Notwithstanding anything to the contrary contained in this
Agreement, none of the Purchasers, the Managing Agents or the
Administrative Agent shall have any claim against the Transferor
in respect of any amounts payable on a recourse basis by the
Transferor hereunder, to the extent that there are not funds of
the Transferor available to pay such amounts (it being understood
that funds of the Transferor available for such purpose shall be
limited to all amounts distributed to the Transferor in respect
of the Transferor Interest, all amounts otherwise distributed to
the Transferor pursuant to the Pooling and Servicing Agreement
and Series Supplement and relating to a Series, and, with respect
to any payments made pursuant to Section 2.06 hereof, all amounts
available to be drawn by the Transferor under the FCI Note).

          IN WITNESS WHEREOF, the parties have caused this Agree
ment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


                              FINGERHUT RECEIVABLES, INC.,
                              as Transferor


                              By:  /s/ James M. Wehman
                                  Name: James M. Wehman
                                  Title:   President and Treasurer



                              KITTY HAWK FUNDING CORPORATION,
                              as Conduit Purchaser


                              By:  /s/ Richard L. Taiano
                                  Name: Richard L. Taiano
                                  Title:   Vice President


                              FALCON ASSET SECURITIZATION
                              CORPORATION, as Conduit Purchaser


                              By:  /s/ Brooks P. Crankshaw
                                  Name: Brooks P. Crankshaw
                                  Title:   Authorized Signatory


                              FOUR WINDS FUNDING CORPORATION,
                              as Conduit Purchaser


                              By:  /s/ Carl H. Jackson
                                  Name: Carl H. Jackson
                                  Title:   Vice President


                              By:  /s/ Gerald Levine
                                  Name: Gerald Levine
                                  Title:   Vice President


                              NATIONSBANK, N.A.,
                              as Alternate Purchaser and Managing Agent


                              By:  /s/ Robert R. Wood
                                  Name: Robert R. Wood
                                  Title:   Vice President


                              THE FIRST NATIONAL BANK OF CHICAGO,
                              as Alternate Purchaser and Managing Agent


                              By:  /s/ Brooks R. Crankshaw
                                  Name: Brooks R. Crankshaw
                                  Title:   Vice President


                              COMMERZBANK AKTIENGESELLSCHAFT,
                              CHICAGO BRANCH, as Alternate Purchaser
                              and Managing Agent


                              By:  /s/ Paul Karlin
                                  Name: Paul Karlin
                                  Title:   Vice President


                              By:  /s/ Carol Otten
                                  Name: Carol Otten
                                  Title:   Assistant Vice President


                              NATIONSBANK, N.A.,
                              as Administrative Agent for the Purchasers


                              By:  /s/ Robert R. Wood
                                  Name: Robert R. Wood
                                  Title:   Vice President




                                                       SCHEDULE I

                   LIST OF CLOSING DOCUMENTS

                          (Attached).





                                                       SCHEDULE II

                     ALTERNATE PURCHASER COMMITMENT AMOUNTS



                           Class A               Class B           Class C
Alternate Purchaser   Commitment Amount   Commitment Amount   Commitment Amount

NationsBank, N.A.      $126,136,363.50       $3,409,090.88      $20,454,545.63

The First National
  Bank of Chicago       126,136,363.50        3,409,090.88       20,454,545.63

Commerzbank
  Aktiengesellschaft,
  Chicago branch         84,090.909.00        2,272,727.25       13,636,363.75

Class Maximum
Invested Amount:       $336,363,636.00       $9,090,909.00      $54,545,455.00



                           EXHIBIT A

          FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


          Reference is made to the Security Purchase Agreement
dated as of July 30, 1998 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the
"Security Purchase Agreement"), by and among Fingerhut
Receivables, Inc., as Transferor, certain Purchasers and Managing
Agents parties thereto, and NationsBank, N.A., as Administrative
Agent for such Purchasers.  To the extent not defined herein,
capitalized terms used herein have the meanings assigned to such
terms in the Security Purchase Agreement.

          [_______________], a [____________] corporation, in its
capacity as a [Conduit] [Alternate] Purchaser under the Security
Purchase Agreement (the "Assignor") and [__________], a
[___________] corporation (the "Assignee"), hereby agree as follows:

          1.   In consideration of the Assignee's payment of
$[___________] (the "Purchase Price"), the Assignor hereby sells
and assigns to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, a [___]% interest in [its interest
in the Senior Securities of its Purchaser Group, the Class A
Invested Amount, the Class B Invested Amount and/or the Class C
Invested Amount,]1 [the related Purchaser Group Percentage of the
Class A Invested Amount, the Class B Invested Amount or Class C
Invested Amount,]2 and to such Assignor's rights and obligations
under the Security Purchase Agreement on [the applicable date]
(the "Purchase Date").  The Purchase Price shall be made on the
Purchase Date.3

          2.   The Assignor (i) represents and warrants that it
is the legal and beneficial owner of the interest being assigned
by it hereunder and that such interest is free and clear of any
Lien created by it; (ii) makes no representation or warranty and
assumes no responsibility with respect to any statements, warran
ties or representations made in or in connection with the
Security Purchase Agreement, the other Principal Agreements or
any other instrument or document furnished pursuant thereto or
the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Security Purchase Agreement, the
other Principal Agreements, the Receivables or other Trust
Property or any such other instrument or document furnished
pursuant thereto; and (iii) makes no representation or warranty
and assumes no responsibility with respect to the financial
condition of Transferor or Servicer or the performance or obser
vance by Transferor or Servicer of any of their respective
obligations under the Security Purchase Agreement, the other
Principal Agreements or any instrument or document furnished
pursuant thereto.

          3.   The Assignee (i) confirms that it has received a
copy of the Security Purchase Agreement, the Pooling and
Servicing Agreement, the Series Supplement and such other instruments,
documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment
and Assumption Agreement and purchase such interest in the
Assignor's rights and obligations under the Security Purchase
Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any of its Affiliates,
the Managing Agents or any of their Affiliates, the Assignor or
any other Purchaser and based on such agreements, documents and
information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action
under the Security Purchase Agreement and the other Principal
Agreements; (iii) appoints and authorizes the Administrative Agent
[and the Managing Agent for the Assignor] to take such action as
agent on its behalf and to exercise such powers under the Security
Purchase Agreement, the other Principal Agreements and any other
instrument or document delivered pursuant thereto as are
delegated to the Administrative Agent [or Managing Agent, if
applicable,] by the terms thereof, together with such powers as
are reasonably incidental thereto and to enforce its respective
rights and interests in and under the Security Purchase Agreement,
the other Principal Agreements and the Trust Property; (iv) agrees
that it will perform in accordance with their terms all of
the obligations which by the terms of the Security Purchase
Agreement and the other Principal Agreements are required to be
performed by it as such Assignee; (vi) specifies as its address for
notices the office set forth beneath its name on the signature
pages hereof; and (vii) agrees that it will not institute against
any Conduit Purchaser any proceeding of the type referred to in
Section 9.11 of the Security Purchase Agreement prior to the date
which is one year and one day after the payment in full of all
commercial paper and other debt securities issued by any Conduit Purchaser.

          [__. The Assignee shall have all of the rights and
obligations of the Assignor under the Security Purchase Agreement
and under the other Principal Agreements to which such Assignor
is or, immediately prior to such Assignment, was a party with
respect to such interest for all purposes of the Security
Purchase Agreement and such other Principal Agreements (it being
understood that the Assignee, as an assignee of an Alternate
Purchaser, shall be obligated to fund Additional Invested Amounts
under Section 2.02 of the Security Purchase Agreement in
accordance with the terms thereof, notwithstanding that the
related Conduit Purchaser was not so obligated), and the Assignor
shall relinquish its rights with respect to such interest for all
purposed of the Security Purchase Agreement and under the other
Principal Agreements to which such Assignor is or, immediately
prior to such Assignment, was a party.]4

          [__. (i) The Assignee shall be the owner of the
assigned portion of the related Purchaser Group Percentage of the
Class A Invested Amount, the Class B Invested Amount or the Class
C Invested Amount, as applicable, (ii) the related Managing Agent
for such Assignor will act as the Managing Agent for the
Assignee, with all corresponding rights and powers, express or
implied, granted to the related Managing Agent under the Security

          Purchase Agreement or under the other Principal Agreements, (iii)
the Assignee and its Liquidity Providers and Program Support
Providers and other related parties shall have the benefit of all
the rights and protections provided to the Assignor and its
Liquidity Providers and Program Support Providers and other
related parties, respectively, in the Security Purchase Agreement
and in the other Principal Agreements (including, without
limitation, any limitation on recourse against the Assignor or
related parties, any agreement not to file or join in the filing
of a petition to commence an insolvency proceeding against the
Assignor, and the right to assign to another assignee as provided
in the Security Purchase Agreement), (iv) the Assignee shall
assume the Assignor's right to fund the assigned portion of the
related Purchaser Group Percentage of any Additional Invested
Amount requested by the Transferor subsequent to the Effective
Date and all other obligations, if any, of the Assignor under and
in connection with the Security Purchase Agreement or any other
Principal Agreements, and the Assignor shall be released from
such obligations, in each case to the extent of this Assignment
and Assumption Agreement, and the obligations of the Assignor and
Assignee shall be several and not joint, (v) all distributions in
respect of the related Purchaser Group Percentage of the Class A
Invested Amount, the Class B Invested Amount or the Class C
Invested Amount, as applicable, shall be made to the applicable
Managing Agent, on behalf of the Assignor and Assignee on a pro
rata basis according to their respective interests, (vi) the
defined terms and other terms and provisions of the Security
Purchase Agreement and the other Principal Agreements shall be
interpreted in accordance with the foregoing, and (vii) if
requested by the applicable Managing Agent, the Assignor and
Assignee will execute and deliver such further agreements and
documents and take such other actions as such Managing Agent may
reasonably request to evidence and give effect to the foregoing.]5

          4.   This Assignment and Assumption Agreement shall be
effective on the date hereof (the "Effective Date") [upon receipt
by the Administrative Agent and the Transferor of this Assignment
and Assumption Agreement duly executed by Assignor, Assignee and
the Managing Agent for the Assignor]6.

          5.   As of the Effective Date, (i) the Assignee shall
be a party to the Security Purchase Agreement and, to the extent
provided in this Assignment and Assumption Agreement, have the
rights and obligations of a [Conduit] [Alternate] Purchaser
thereunder and (ii) the Assignor shall, to the extent provided in
this Assignment and Assumption Agreement, relinquish its rights
and be released from its obligations under the Security Purchase
Agreement.

          6.   Upon such acceptance and recording, from and after
the Effective Date, the Managing Agent shall make all payments
received by it in respect of the interest assigned hereby to the
Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Security Purchase Agreement for
periods prior to the Effective Date directly between themselves.

          7.   This Assignment and Assumption Agreement may be
executed by one or more of the parties on any number of separate
counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.

          8.   This Assignment and Assumption Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be executed by their
respective officers thereunto duly authorized as of the __ day of
______, 19__.

                                        [ASSIGNOR]



                                        By:_______________________
                                            Name:
                                            Title:


                                        [ASSIGNEE]



                                        By:______________________
_                                           Name:
                                            Title:

                                        Address for notices:

                                        [NAME]
                                        _____________
                                        _____________
                                        Attn:  ___________
                                        Telecopy: (___) ___-____


Consented to this __ day
of ________, 199_

[MANAGING AGENT], as
Managing Agent


By: ________________________
    Name:
    Title:
[The following acknowledgment only applies with respect to an
Assignment between an Alternate Purchaser and another Person].

Acknowledged to this __ day
of ________, 199_

NATIONSBANK, N.A.,
as Administrative Agent


By: ________________________
    Name:
    Title:


FINGERHUT RECEIVABLES, INC.,
as Transferor


By: ________________________
    Name:
    Title:





                           EXHIBIT B

                   FORM OF INVESTMENT LETTER


                             [Date]



Fingerhut Receivables, Inc.
4400 Baker Road
Suite F480
Minnetonka, Minnesota 55343
Attn:  Chief Financial Officer
     and General Counsel

Bank of New York
White Clay Center
Route 273
Newark, Delaware 19711
Attn:  Corporate Trust Specialized
     Agency Services


     Re:  Fingerhut Master Trust; Purchase of the Senior Securities

Ladies and Gentlemen:

          This letter (the "Investment Letter") is delivered by
the undersigned (the "Purchaser") pursuant to Section 2.01(c) of
that certain Security Purchase Agreement dated as of July 30,
1998 (as the same may be amended, restated, supplemented or other
wise modified from time to time, the "Security Purchase
Agreement"), by and among Fingerhut Receivables, Inc., as
transferor (the "Transferor"), Kitty Hawk Funding Corporation, as
a Conduit Purchaser, Falcon Asset Securitization Corporation, as
a Conduit Purchaser, Four Winds Funding Corporation, as a Conduit
Purchaser, NationsBank, N.A., in its capacity as a Managing Agent
and individually as an Alternate Purchaser, The First National
Bank of Chicago, in its capacity as a Managing Agent and
individually as an Alternate Purchaser, Commerzbank
Aktiengesellschaft, Chicago branch, in its capacity as a Managing
Agent and individually as an Alternate Purchaser, and
NationsBank, N.A., as Administrative Agent for such Purchasers.
To the extent not defined herein, capitalized terms used herein
have the meanings assigned to such terms in the Security Purchase
Agreement.  The undersigned Purchaser hereby represents to and
agrees with the Transferor as follows:

          (a)  The Purchaser understands that the Senior
Securities have not been and will not be registered under the
Securities Act or any other applicable securities law and agrees
that the Senior Securities may not be offered or sold by it
except in accordance with Rule 144A under the Securities Act or
pursuant to any other exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and, accordingly, that the Senior Securities may not be offered,
sold, transferred, pledged, hypothecated or otherwise disposed of
except as permitted in the Security Purchase Agreement, the
Pooling and Servicing Agreement and the Series Supplement.

          (b)  The Purchaser is an Accredited Investor and it has
such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of an
investment in the Senior Securities.  It is aware that it may be
required to bear the economic risk of an investment in the Senior
Securities for an indefinite period of time, and it is able to
bear such risk until the Series 1998-3 Termination Date.

          (c)  Neither the Transferor nor any person representing
the Transferor has made any representation to the Purchaser with
respect to the Transferor or the offer or sale of the Senior
Securities other than as set forth in the Security Purchase
Agreement and the other Principal Agreements (and in any document
delivered pursuant to the Security Purchase Agreement), which
have been delivered to it, and upon which it is relying in making
its investment decision with respect to the Senior Securities.
The Purchaser has had the opportunity to ask questions and to
obtain information concerning the Transferor, the Servicer, the
Trust and the Senior Securities, has received adequate
information concerning the Transferor, the Servicer, the Trust
and the Senior Securities to make an informed investment decision
with respect to its purchase of an interest in the Senior
Securities, and acknowledges that an investment in the Senior
Securities involves special considerations.

          (d)  The Purchaser will not offer, sell, transfer,
pledge, hypothecate or otherwise dispose the Senior Securities
except in accordance with the applicable provisions of the Series
Supplement, including Section 10 thereof, and the Pooling and
Servicing Agreement, including Article VI thereof.

          (e)(i)    The Purchaser understands that each of the
Class A Securities, Class B Securities and the Class C Securities
held by it will contain the following legend:

          EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT
OF FINGERHUT RECEIVABLES, INC. THAT SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"))
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO SECTION 4975
OF THE CODE, (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH
IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (AS DEFINED IN 29 C.F.R.
SECTION 2510.3-101 OR OTHERWISE UNDER ERISA) BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (INCLUDING WITHOUT LIMITATION, FOR
PURPOSES OF CLAUSE (IV) AND THIS CLAUSE (V), ANY INSURANCE
COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).

          THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW.  THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, AGREES THAT THIS SECURITY MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES AS A
QUALIFIED INSTITUTIONAL BUYER WITH THE MEANING OF RULE 144A
("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, OR TO THE TRANSFEROR.  EACH SECURITY
OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS SECURITY IS
DEEMED TO REPRESENT AND WARRANT THAT IT IS A QIB PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER
QIB.  THE TRANSFER OF THIS SECURITY IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.  EACH CLASS [A]  [B]  [C]  SECURITY OWNER BY
ACCEPTING A BENEFICIAL INTEREST IN THIS SECURITY FURTHER
REPRESENTS AND WARRANTS FOR THE BENEFIT OF FINGERHUT RECEIVABLES,
INC. THAT SUCH PURCHASER IS NOT AND WILL NOT BECOME A
PARTNERSHIP, SUBCHAPTER S CORPORATION OR GRANTOR TRUST FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES FOR SO LONG AS SUCH PURCHASER
HOLDS A BENEFICIAL INTEREST IN THIS SECURITY.

     THIS SECURITY MAY NOT BE ACQUIRED BY OR SOLD, TRADED OR
TRANSFERRED TO A PERSON WHO IS NOT EITHER (A) (I) A CITIZEN OR
RESIDENT OF THE UNITED STATES, (II) A CORPORATION, PARTNERSHIP OR
OTHER ENTITY ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES
OR ANY POLITICAL SUBDIVISION THEREOF OR (III) A PERSON NOT
DESCRIBED IN (I) OR (II) WHOSE OWNERSHIP OF THE CLASS [A]  [B]
[C]  SECURITIES IS EFFECTIVELY CONNECTED WITH SUCH PERSON'S
CONDUCT OF A TRADE OR BUSINESS WITHIN THE UNITED STATES (WITHIN
THE MEANING OF THE CODE) AND ITS OWNERSHIP OF ANY INTEREST IN A
CLASS [A]  [B]  [C]  SECURITY WILL NOT RESULT IN ANY WITHHOLDING
OBLIGATION WITH RESPECT TO ANY PAYMENTS WITH RESPECT TO THE CLASS
[A]  [B]  [C]  SECURITIES BY ANY PERSON (OTHER THAN WITHHOLDING,
IF ANY, UNDER SECTION 1446 OF THE CODE) OR (B) AN ESTATE THE
INCOME OF WHICH IS INCLUDIBLE IN GROSS INCOME FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES OR ANY TRUST IF A COURT WITHIN THE
UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER THE
ADMINISTRATION OF THE TRUST AND ONE OR MORE UNITED STATES
FIDUCIARIES HAVE THE AUTHORITY TO CONTROL ALL SUBSTANTIAL
DECISIONS OF THE TRUST.

     NO SALE, ASSIGNMENT, PARTICIPATION, PLEDGE, HYPOTHECATION,
TRANSFER OR OTHER DISPOSITION OF THIS SECURITY (OR ANY INTEREST
THEREIN) SHALL BE MADE UNLESS THE TRANSFEROR SHALL HAVE GRANTED
ITS PRIOR CONSENT THERETO, WHICH CONSENT MAY NOT BE UNREASONABLY
WITHHOLD.  THIS SECURITY MAY NOT BE ACQUIRED, SOLD, TRADED OR
TRANSFERRED, NOR MAY AN INTEREST IN THIS SECURITY BE MARKETED, ON
OR THROUGH (I) AN "ESTABLISHED SECURITIES MARKET" WITHIN THE
MEANING OF SECTION 7704(b) (1) OF THE CODE AND ANY PROPOSED,
TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING,
WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL
QUOTATIONS OF (II) A "SECONDARY MARKET" WITHIN THE MEANING OF
SECTION 7704(b)(2) OF THE CODE AND ANY PROPOSED, TEMPORARY OR
FINAL TREASURY REGULATION THEREUNDER, INCLUDING A MARKET WHEREIN
INTERESTS IN THE CLASS [A]  [B]  [C]  SECURITIES ARE REGULARLY
QUOTED BY ANY PERSON MAKING A MARKET IN SUCH INTERESTS AND A
MARKET WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE BID OR OFFER
QUOTES WITH RESPECT TO INTERESTS IN THE CLASS [A]  [B]  [C]
SECURITIES AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT
THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.

          (f)  The Purchaser is not subscribing to purchase an
interest in the Senior Securities as a result of or subsequent to
any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any seminar
or meeting, or any solicitation of a subscription by a Person not
previously known to it in connection with investments in
securities generally.

          (g)  The Purchaser represents and warrants (i) it is
duly authorized and empowered to execute, deliver and perform the
Security Purchase Agreement and to purchase an interest in the
Senior Securities, and has duly taken all requisite action in
connection therewith; (ii) the Person signing the Security
Purchase Agreement on behalf of the Purchaser has been duly
authorized by the Purchaser to do so; (iii) the Security Purchase
Agreement is a valid and binding legal obligation of the
Purchaser, enforceable against the Purchaser in accordance with
its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity
(whether considered in a suit at law or equity); and (iv) the
execution, delivery and performance of the Security Purchase
Agreement and the purchase of an interest in the Senior
Securities do not and will not conflict with, violate or
constitute a default under any applicable law or regulation
(without considering the effect of any federal, state or other
securities laws), the Purchaser's constituent documents or any
agreement or arrangement to which the Purchaser is a party or by
which it may be bound.

          (h)  The Purchaser is not acting in a fiduciary
capacity in purchasing an interest in the Senior Securities.

          (i)  All information which the Purchaser has furnished
and is furnishing to the Transferor, including, without
limitation, the representation as to the Purchaser's status as an
Accredited Investor and all other representations contained in
the Security Purchase Agreement, is correct and complete as of
the date of the Security Purchase Agreement; the Purchaser
acknowledges that the Transferor and others will rely upon the
truth and accuracy of the foregoing acknowledgments,
representations and agreements and agrees that, if any of the
acknowledgments, representations or warranties made or deemed to
have been made by it or by its purchase of an interest in the
Senior Securities are no longer accurate, it shall promptly
notify the Transferor.

          (j)  The Purchaser is not an employee benefit plan.  No
part of the funds to be used by the Purchaser to pay the purchase
price of an interest in the Senior Securities purchased under the
Security Purchase Agreement, directly or indirectly, constitutes
"plan assets" of any employee benefit plan (or its related
trust).  The term "employee benefit plan" shall have the meaning
assigned to such term in Section 3 of ERISA; and the term "plan
assets" shall have the meaning specified in Department of Labor
Regulation Section 2510.3-101.

          (k)  This Investment Letter has been duly executed and
delivered and constitutes a valid and binding legal obligation of
the Purchaser, enforceable against the Purchaser in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting the enforcement of creditors' rights in
general and except as such enforceability may be limited by
general principles of equity (whether considered in a suit at law
or equity).

          Please acknowledge your agreement to the terms of this
letter by signing in the space provided below.  This letter may
be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall
constitute one and the same instrument.

                                   Very truly yours,

                                   [PURCHASER]



                                   By:___________________________
                                       Name:
                                       Title:




ACKNOWLEDGED TO AS OF THE
DATE FIRST ABOVE WRITTEN:

FINGERHUT RECEIVABLES, INC.,
as Transferor,



By:________________________
   Name:
   Title:



_______________________________
     1   Applicable to an Assignment (a) by a Conduit Purchaser to
an Alternate Purchaser in its Purchaser Group or (b) by an
Alternate Purchaser to another Person.

     2   Applicable to an Assignment by a Conduit Purchaser to a
Conduit Assignee.

     3   This Section will need to be revised if the Purchase Price
will be made by a Conduit Assignee to the related Conduit
Purchaser on two or more Commercial Paper maturity dates.

     4   This Section is applicable if the Assignment is from an
Alternate Purchaser to another Person.

     5   This Section is applicable if the Assignment is from a
Conduit Purchaser to a Conduit Assignee.

     6   Applicable if the Assignment is from an Alternate Purchaser
to another Person.

EX-10.4

                    FIRST AMENDMENT AGREEMENT
                               to
                   FINGERHUT RECEIVABLES, INC.
                   SECURITY PURCHASE AGREEMENT

          This First Amendment Agreement (the "Amendment") is
executed as of the 29th day of July, 1999, by and among Fingerhut
Receivables, Inc. (the "Transferor"), Kitty Hawk Funding
Corporation ("Kitty Hawk"), Falcon Asset Securitization
Corporation ("Falcon"), Four Winds Funding Corporation ("Four
Winds" and, collectively with Kitty Hawk and Falcon, the "Conduit
Purchasers"), Bank of America, N.A. ("BofA" or the
"Administrative Agent"), The First National Bank of Chicago
("First Chicago"), Norddeutsche Landesbank Girozentrale, New York
Branch and/or Cayman Island Branch ("Norddeutsche"), and
Commerzbank Aktiengesellschaft, Chicago Branch ("Commerzbank" and
collectively with BofA, First Chicago and Norddeutsche, the
"Alternate Purchasers" and collectively with BofA and First
Chicago, the "Managing Agents").

                      W I T N E S S E T H:

          WHEREAS, the Transferor, the Conduit Purchasers, the
Managing Agents, the Alternate Purchasers and the Administrative
Agent executed the Security Purchase Agreement dated as of July
30, 1998 (the "Security Purchase Agreement")  Capitalized terms
used herein and not otherwise defined shall have the meanings
assigned to such terms in the Security Purchase Agreement.

          WHEREAS, the parties hereto have agreed to amend the
Security Purchase Agreement on the terms and conditions
hereinafter set forth:

          NOW, THEREFORE, the parties hereto agree as follows:

          SECTION 1.  Amendment of the Security Purchase
Agreement.  The Security Purchase Agreement is, effective on the
date hereof and subject to the satisfaction of the condition
precedent set forth in Section 2 below, hereby amended as
follows:

          1.1  The introductory paragraph and subsection (a) of
the definition of "Assignment Amount" contained in Section 1.01
of the Security Purchase Agreement shall be amended and restated
in its entirety to read as follows:

               "Assignment Amount" shall mean, at any time
          with respect to an Assignment:

               (a)  by a Conduit Purchaser in the Purchaser
          Group with respect to which NationsBank is the
          Managing Agent to an Alternate Purchaser in such
          Purchaser Group, an amount equal to the sum of
          (i) the lesser of (A) such Alternate Purchaser's
          Pro Rata Share of the portion of the related
          Purchaser Group Funded Portion of the Class A
          Invested Amount, if any, being assigned at such
          time and (B) such Alternate Purchaser's unused
          Class A Commitment Amount, (ii) the lesser of (A)
          such Alternate Purchaser's Pro Rata Share of the
          portion of the related Purchaser Group Funded
          Portion of the Class B Invested Amount, if any,
          being assigned at such time and (B) such
          Alternate Purchaser's unused Class B Commitment
          Amount and (iii) the lesser of (A) such Alternate
          Purchaser's Pro Rata Share of the portion of the
          related Purchaser Group Funded Portion of the
          Class C Invested Amount, if any, being assigned
          at such time and (B) such Alternate Purchaser's
          unused Class C Commitment Amount;"

          1.2  The definitions of "Conduit Assignee," "Funding
Period," and "Specified Termination Date" contained in Section
1.01 of the Security Purchase Agreement shall be amended and
restated in their entirety to read as follows:

               "`Conduit Assignee" shall mean, with respect
          to any Purchaser Group, any commercial paper
          conduit administered by the applicable Managing
          Agent and designated from time to time to accept
          an Assignment from the related Conduit Purchaser
          (and thus becoming a Conduit Purchaser hereunder)
          of all or a portion of the related Purchaser
          Group Funded Portion of the Class A Invested
          Amount, the Class B Invested Amount and the Class
          C Invested Amount."

               "`Funding Period" shall mean each period
          determined pursuant to Section 2.03 to which all
          or a portion of each Purchaser Group Funded
          Portion of the Invested Amount is allocated for
          the purposes of determining the Cost of Funds for
          such Invested Amount."

               "`Specified Termination Date" shall mean
          July 27, 2000, or such later date to which the
          Specified Termination Date may be extended in
          accordance with Section 2.05 hereof."

          1.3  The first sentence of Section 2.02 of the Security
Purchase Agreement is hereby amended and restated in its entirety
to read as follows:

     "Each Conduit Purchaser, through its respective
     Managing Agent, may (but is not committed to), prior to
     the Increase Termination Date and subject to the
     provisions of Section 6.15 of the Pooling and Servicing
     Agreement (including the provisions permitting
     allocation of Additional Invested Amounts other than by
     Purchaser Group Percentage), purchase the related
     Purchaser Group Percentage of any Additional Class A
     Invested Amount, Additional Class B Invested Amount and
     Additional Class C Invested Amount from time to time
     requested by the Transferor from the Purchasers in
     accordance with the procedures described in Section
     6.15 of the Pooling and Servicing Agreement."

          1.4  Section 2.03 of the Security Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

               "Section 2.03  Selection of Funding Periods.
     With respect to any portion of the Invested Amount
     which is funded by a Conduit Purchaser through the
     issuance of Commercial Paper, the Transferor may,
     subject to the applicable Managing Agent's approval and
     the limitations described below, request that the
     Invested Amount so funded by a Conduit Purchaser be
     allocated among one or more Funding Periods, so that
     the aggregate amounts so allocated with respect to such
     Conduit Purchaser at all times shall equal the Invested
     Amount held by such Conduit Purchaser.  No such Funding
     Period applicable to Invested Amounts funded by the
     issuance of Commercial Paper shall be longer than 270
     days and no such Funding Period applicable to Invested
     Amounts funded other than by the issuance of Commercial
     Paper shall be longer than one month.  The Transferor
     shall give each Managing Agent irrevocable notice by
     telephone of the new requested Funding Period(s) at
     least one (1) Business Day prior to the expiration of
     any then existing Funding Period; provided, however,
     that the applicable Conduit Purchaser or the related
     Managing Agent may select any such new Funding Period
     if (1) the Transferor fails to provide such notice on a
     timely basis or (ii) such Conduit Purchaser or the
     related Managing Agent determines, in its sole
     discretion, that the Funding Period requested by the
     Transferor is unavailable or for any reason
     commercially undesirable.  Notwithstanding the
     foregoing, if the Transferor requests that the Invested
     Amount then held by any Conduit Purchaser be allocated
     to more than one Funding Period during any calendar
     week, the Transferor will pay to the Administrative
     Agent, for distribution to such Conduit Purchaser, one
     hundred dollars ($100.00) for the first additional
     Funding Period requested from such Conduit Purchaser
     during that week and two hundred fifty dollars
     ($250.00) for each additional Funding Period requested
     from such Conduit Purchaser during that week, such
     amount to be paid in accordance with the terms of the
     Series Supplement."

          1.5  The last sentence of Subsection 2.04(a) of the
Security Purchase Agreement is hereby amended and restated in its
entirety to read as follows:

     "In the event that the Interest Payment received by the
     Administrative Agent on any day is insufficient to
     fully pay the accrued and unpaid interest described in
     clauses (i), (ii) and (iii) above, such Interest
     Payment shall be allocated pro rata among the
     applicable Purchaser Groups (based upon the respective
     Purchaser Group Funded Portions of the Class A Invested
     Amount, the Class B Invested Amount and the Class C
     Invested Amount, as applicable) and further allocated
     pro rata among the Purchasers within each Purchaser
     Group (based upon each Purchaser's funded portion of
     the Class A Invested Amount, the Class B Invested
     Amount and the Class C Invested Amount, as applicable)
     unless otherwise agreed among the Purchasers in such
     Purchaser Group."

          1.6  Subsection 2.04(b) of the Security Purchase
Agreement is hereby amended and restated in its entirety to read
as follows:

               "(b) On each day on which the Administrative
     Agent receives a payment under the Pooling and
     Servicing Agreement or Series Supplement in respect of
     Program Fees, Class A Facility Usage Fees, Class B
     Facility Usage Fees, Class C Facility Usage Fees or
     Facility Unused Fees, the Administrative Agent shall
     distribute such amounts to the applicable Managing
     Agent, for the benefit of the applicable Purchaser(s)
     in the related Purchaser Group, an amount equal to such
     Purchaser Group's pro rata share of such fees (based
     upon the respective Purchaser Group Funded Portions of
     the Class A Invested Amount, the Class B Invested
     Amount and the Class C Invested Amount, as
     applicable)."

          1.7  Subsections 2.04(d) and 2.04(e) of the Security
Purchase Agreement are hereby amended and restated in their
entirety to read as follows:

               "(d) On each Business Day on which the
     Administrative Agent receives a payment in respect of
     the principal of the Senior Securities pursuant to the
     Pooling and Servicing Agreement, the Administrative
     Agent shall distribute, to each Managing Agent, for the
     benefit of the applicable Purchaser(s) in the related
     Purchaser Group, the related Purchaser Group's pro rata
     share of the Class A Principal, the Class B Principal
     and the Class C Principal (based upon the respective
     Purchaser Group Funded Portions of the Class A Invested
     Amount, the Class B Invested Amount and the Class C
     Invested Amount, as applicable).

               (e)  All amounts to be paid or deposited by
     the Transferor or the Servicer under this Agreement
     shall be paid or deposited in accordance with the terms
     hereof no later than 2:00 p.m. (New York City time) on
     the day when due.  All distributions by the
     Administrative Agent to the Managing Agents hereunder
     shall be made by wire transfer of immediately available
     funds to such depository account as each such Managing
     Agent directs the Administrative Agent in writing prior
     to the applicable Distribution Date.  Each Managing
     Agent shall further distribute the amounts received by
     it in accordance with subsection (a), (b), (c) and (d)
     of this Section 2.04 to the applicable members of its
     related Purchaser Group."

          1.8  Section 7.06 of the Security Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

               "Section 7.06  Payments by the Administrative
     Agent.  Unless specifically allocated to a Conduit
     Purchaser or an Alternate Purchaser pursuant to Section
     2.04 of this Agreement, all amounts received by the
     Administrative Agent, if any, on behalf of the Conduit
     Purchasers or Alternate Purchasers shall be paid by the
     Administrative Agent to the applicable Managing Agent
     (at the account specified in writing to Administrative
     Agent) in accordance with the related Purchaser Group
     Funded Portion on the Business Day received by the
     Administrative Agent, unless such amounts are received
     after 12:00 noon (New York time) on such Business Day,
     in which case the Administrative Agent shall use its
     reasonable efforts to pay such amounts to such Managing
     Agent, on behalf of the related Purchaser, on such
     Business Day, but, in any event, shall pay such amounts
     to such Managing Agent, on behalf of the related
     Purchaser, not later than 11:00 a.m. (New York time) on
     the following Business Day."

          1.9  Section 7.10 of the Security Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

               "Section 7.10  Indemnification of the
     Managing Agent.  Each Alternate Purchaser agrees to
     indemnify the related Managing Agent (to the extent not
     reimbursed by the Transferor), ratably in accordance
     with its respective Pro Rata Share, from and against
     any and all liabilities, obligations, losses, damages,
     penalties, actions, judgments, suits, costs, expenses
     or disbursements of any kind or nature whatsoever which
     may be imposed on, incurred by, or asserted against the
     Managing Agent (in its capacity as such) in any way
     relating to or arising out of this Agreement and any of
     the other Principal Agreements or such action taken or
     omitted by the Managing Agent hereunder or thereunder;
     provided, however, that such Alternate Purchaser shall
     not be liable for any portion of such liabilities,
     obligations, losses, damages, penalties, actions,
     judgments, suits, costs, expenses or disbursements
     resulting from the Managing Agent's gross negligence or
     willful misconduct.  Without limitation of the
     foregoing, each Alternate Purchaser agrees to reimburse
     the Managing Agent, ratably in accordance with its
     respective Pro Rata Share, promptly upon demand for any
     out-of-pocket expenses (including counsel fees)
     incurred by the Managing Agent in connection with the
     administration, modification, amendment or enforcement
     (whether through negotiations, legal proceedings or
     otherwise) of, or legal advice in respect of rights or
     responsibilities under, this Agreement and the other
     Principal Agreements, to the extent that such expenses
     are incurred in the interests of or otherwise in
     respect of the Conduit Purchasers or the Alternate
     Purchasers hereunder and/or thereunder and to the
     extent that the Managing Agent is not reimbursed for
     such expenses by the Transferor."

          1.10 Subsection 8.01(a) of the Security Purchase
Agreement is hereby amended and restated in its entirety to read
as follows:

               "(a) At any time prior to the Specified
     Termination Date, in the event that any Conduit
     Purchaser has elected in its discretion not to fund its
     portion of the Class A Initial Invested Amount, the
     Class B Initial Invested Amount and the Class C Initial
     Invested Amount or any Additional Invested Amount as
     requested under Section 2.02 hereof, then the
     Transferor shall have the right to direct the related
     Managing Agent to designate the Alternate Purchasers in
     the related Purchaser Group to fund, and such Alternate
     Purchasers shall fund, such Class A Initial Invested
     Amount, Class B Initial Invested Amount and/or Class C
     Initial Invested Amount or such Additional Invested
     Amount, as applicable, subject to the conditions set
     forth in Section 6.15 of the Pooling and Servicing
     Agreement.  In addition, at any time, a Conduit
     Purchaser may elect to assign all or a portion of its
     interest in any of the Senior Securities of its
     Purchaser Group to the Alternate Purchasers in its
     Purchaser Group pursuant to this Section 8.01.  Upon
     any such election by a Conduit Purchaser or any such
     direction by the Transferor, such Conduit Purchaser
     shall make an Assignment and the Alternate Purchasers
     in the related Purchaser Group shall accept such
     Assignment and shall assume all or a portion of the
     obligations of such Conduit Purchaser hereunder.  In
     connection with an Assignment from any Conduit
     Purchaser to the Alternate Purchasers in its Purchaser
     Group pursuant to this Section 8.01, each Alternate
     Purchaser shall, on the date of such Assignment, pay to
     such Conduit Purchaser its Pro Rata Share of the
     applicable Assignment Amount against delivery by such
     Conduit Purchaser of an Assignment and Assumption
     Agreement.  In the event that the Assignment Amount
     paid by the Alternate Purchasers is less than the sum
     of the portion of the applicable Purchaser Group Funded
     Portion of the Invested Amount subject to such
     Assignment plus the interest component of all
     outstanding Commercial Paper with respect thereto, then
     to the extent payments made hereunder in respect of the
     Invested Amount exceed the Assignment Amount, such
     excess amounts shall be remitted by the applicable
     Managing Agent to the Conduit Purchaser.

               Without limiting the foregoing, any Conduit
     Purchaser may, from time to time, with prior or
     concurrent notice to the Transferor and the Servicer,
     in one transaction or a series of transactions, assign
     to a Conduit Assignee all or part of the related
     Purchaser Group Funded Portion of the Class A Invested
     Amount, the Class B Invested Amount or the Class C
     Invested Amount and such Conduit Purchaser's rights and
     obligations under this Agreement and any other
     Principal Agreements to which it is a party.  Upon and
     to the extent of such assignment by a Conduit Purchaser
     to a Conduit Assignee, (i) such Conduit Assignee shall
     be the owner of the assigned portion of the related
     Purchaser Group Funded Portion of the Class A Invested
     Amount, the Class B Invested Amount or the Class C
     Invested Amount, as applicable, (ii) the related
     Managing Agent for such Conduit Purchaser will act as
     the Managing Agent for such Conduit Assignee, with all
     corresponding rights and powers, express or implied,
     granted to the related Managing Agent hereunder or
     under the other Principal Agreements, (iii) such
     Conduit Assignee and its Liquidity Providers and
     Program Support Providers and other related parties
     shall have the benefit of all the rights and
     protections provided to such Conduit Purchaser and its
     Liquidity Providers and Program Support Providers and
     other related parties, respectively, herein and in the
     other Principal Agreements (including, without
     limitation, any limitation on recourse against such
     Conduit Purchaser or related parties, any agreement not
     to file or join in the filing of a petition to commence
     an insolvency proceeding against such Conduit
     Purchaser, and the right to assign to another Conduit
     Assignee as provided in this paragraph), (iv) such
     Conduit Assignee shall assume such Conduit Purchaser's
     right to fund the assigned portion of the related
     Purchaser Group Percentage of any Additional Invested
     Amount requested by the Transferor subsequent to the
     date of such assignment and all other obligations, if
     any, of such Conduit Purchaser under and in connection
     with this Agreement or any other Principal Agreements,
     and such Conduit Purchaser shall be released from such
     obligations, in each case to the extent of such
     assignment, and the obligations of such Conduit
     Purchaser and Conduit Assignee shall be several and not
     joint, (v) all distributions in respect of the related
     Purchaser Group Funded Portion of the Class A Invested
     Amount, the Class B Invested Amount or the Class C
     Invested Amount, as applicable, shall be made to the
     applicable Managing Agent, on behalf of such Conduit
     Purchaser and such Conduit Assignee on a pro rata basis
     according to their respective interests, (vi) the
     defined terms and other terms and provisions of this
     Agreement and the other Principal Agreements shall be
     interpreted in accordance with the foregoing, and (vii)
     if requested by the applicable Managing Agent, the
     parties will execute and deliver such further
     agreements and documents and take such other actions as
     such Managing Agent may reasonably request to evidence
     and give effect to the foregoing.  No Assignment by a
     Conduit Purchaser to a Conduit Assignee of all or any
     portion of the related Purchaser Group Portion of the
     Class A Invested Amount, the Class B Invested Amount or
     the Class C Invested Amount, as applicable, shall in
     any way diminish the related Alternate Purchaser's
     obligation under Section 8.01(a) to fund any Additional
     Invested Amount not funded by such Conduit Purchaser or
     Conduit Assignee."

          1.11 Section 8.01(d) of the Security Purchase Agreement
is hereby amended and restated in its entirety to read as
follows:

               "(d) If at any time prior to any assignment by the
     Conduit Purchaser in the Purchaser Group with respect to
     which NationsBank is the Managing Agent to a related
     Alternate Purchaser as contemplated pursuant to this Section
     8.01, the short term debt rating of any Alternate Purchaser
     shall be "A-2" or "P-2" from Standard & Poor's or Moody's,
     respectively, with negative credit implications, such
     Alternate Purchaser, upon request of the Managing Agent,
     shall, within 30 days of such request, assign its rights and
     obligations hereunder to another financial institution
     (which institution's short term debt shall be rated at least
     "A-2" and "P-2" from Standard & Poor's and Moody's,
     respectively, and which shall not be so rated with negative
     credit implications).  If the short term debt rating of an
     Alternate Purchaser shall be "A-3" or "P-3", or lower, from
     Standard & Poor's or Moody's, respectively (or such rating
     shall have been withdrawn by Standard & Poor's or Moody's),
     such Alternate Purchaser, upon request of the Managing
     Agent, shall, within five (5) Business Days of such request,
     assign its rights and obligations hereunder to another
     financial institution (which institution's short term debt
     shall be rated at least "A-2" and "P-2" from Standard &
     Poor's and Moody's, respectively, and which shall not be so
     rated with negative credit implications).  In either such
     case, if any such Alternate Purchaser shall not have
     assigned its rights and obligations under this Agreement
     within the applicable time period described above, the
     Conduit Purchaser shall have the right to require such
     Alternate Purchaser to accept the assignment of such
     Alternate Purchaser's Pro Rata Share of the Purchaser Group
     Funded Portion of the Class A Invested Amount, the Class B
     Invested Amount and/or the Class C Invested Amount; such
     assignment shall occur in accordance with the applicable
     provisions of this Section 8.01.  Such Alternate Purchaser
     shall be obligated to pay to the Conduit Purchaser, in
     connection with such assignment, in addition to the Pro Rata
     Share of the Purchaser Group Funded Portion of the Class A
     Invested Amount, the Class B Invested Amount and/or the
     Class C Invested Amount, an amount equal to the interest
     component of the outstanding Commercial Paper issued to fund
     the portion of the Class A Invested Amount, the Class B
     Invested Amount and/or the Class C Invested Amount being
     assigned to such Alternate Purchaser, as reasonably
     determined by the Managing Agent.  Notwithstanding anything
     contained herein to the contrary, upon any such assignment
     to a downgraded Alternate Purchaser as contemplated pursuant
     to the immediately preceding sentence, the aggregate
     available amount of the Facility Limit, solely as it relates
     to new Additional Invested Amounts by the Conduit Purchaser,
     shall be reduced by the amount of unused Class A Commitment
     Amount, Class B Commitment Amount and/or Class C Commitment
     Amount of such downgraded Alternate Purchaser; it being
     understood and agreed, that nothing in this sentence or the
     two preceding sentences shall affect or diminish in any way
     any such downgraded Alternate Purchaser's commitment to the
     Transferor or such downgraded Alternate Purchaser's other
     obligations and liabilities hereunder and under the other
     Principal Agreements."

          1.12 Section 9.02 of the Security Purchase Agreement is
hereby amended by replacing the term "Required Securityholders"
contained therein with the term "Required Senior
Securityholders."

          SECTION 2.  Condition Precedent. This Amendment shall
become effective as of the date hereof upon the execution hereof
by all of the parties hereto.

          SECTION 3.  Miscellaneous.

          3.1  Ratification.  As amended hereby, the Security
Purchase Agreement is in all respects ratified and confirmed and
the Security Purchase Agreement as so amended by this Amendment
shall be read, taken and construed as one and the same
instrument.

          3.2  Representation and Warranty.  The Transferor
represents and warrants that this Amendment has been duly
authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable in accordance
with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in
effect affecting the enforcement of creditors' rights in general
and by general principles of equity (whether considered in a suit
at law or in equity).

          3.3  Governing Law; Parties.  THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.  Whenever in this Amendment there is a
reference made to any of the parties hereto, such reference shall
also be a reference to the successors and assigns of such party,
including, without limitation, any debtor-in-possession or
trustee.  The provisions of this Amendment shall be binding upon
and shall inure to the benefit of the successors and assigns of
the parties hereto.

          3.4  Counterparts; Severability. This Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.  In case
any provision in or obligation under this Amendment shall be
invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions
or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired
thereby.

          3.5  Expenses.  The Transferor agrees to pay all
reasonable out-of-pocket expenses (including, without the fees
and expenses of Sidley & Austin, counsel to the Purchasers)
incurred by the Administrative Agent or the Purchasers in
connection with the negotiation, execution, delivery and
preparation of this Amendment.

          IN WITNESS WHEREOF, the Transferor, the Purchasers, the
Managing Agents and the Administrative Agent have caused this
Amendment to be fully executed by their respective officers as of
the day and year first above written.


                         FINGERHUT RECEIVABLES, INC.,
                         as Transferor

                         By:  /s/ Brian M. Szames
                           Name:  Brian M. Szames
                           Title:  President


                         KITTY HAWK FUNDING CORPORATION,
                         as Conduit Purchaser

                         By:  /s/ Richard L. Taiano
                           Name:  Richard L. Taiano
                           Title:  Vice President


                         FALCON ASSET SECURITIZATION CORPORATION,
                         as Conduit Purchaser

                         By:  /s/ Brooks P. Crankshaw
                           Name:  Brooks P. Crankshaw
                           Title:  Managing Director


                         FOUR WINDS FUNDING CORPORATION,
                         as Conduit Purchaser

                         By:  /s/ James F. Ahern
                           Name:  James F. Ahern
                           Title:  Vice President

                         By:  /s/ Carl H. Jackson
                           Name:  Carl H. Jackson
                           Title:  Vice President


                         BANK OF AMERICA, N.A.,
                         as Alternate Purchaser and Managing Agent

                         By:  /s/ Elliott T. Lemon
                           Name:  Elliott T. Lemon
                           Title:  Vice President


                         NORDDEUTSCHE LANDESBANK GIROZENTRALE,
                         NEW YORK BRANCH AND/OR CAYMAN ISLAND
                         BRANCH, as Alternate Purchaser

                         By:  /s/ Josef Haas
                           Name:  Josef Hass
                           Title:  Vice President

                         By:  /s/ Stephanie Finnen
                           Name:  Stephen K. Hunter
                           Title:  Senior Vice President


                         THE FIRST NATIONAL BANK OF CHICAGO,
                         as Alternate Purchaser and Managing Agent

                         By:  /s/ Brooks P. Crankshaw
                           Name:  Brooks P. Crankshaw
                           Title:  First Vice President


                         COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO
                         BRANCH, as Alternate Purchaser and
                         Managing Agent

                         By:  /s/ Carl H. Jackson
                           Name:  Carl H. Jackson
                           Title:  Vice President

                         By:  /s/ James F. Ahern
                           Name:  James F. Ahern
                           Title:  Vice President


                         BANK OF AMERICA, N.A.,
                         as Administrative Agent for the Purchasers

                         By:  /s/ Elliott T. Lemon
                           Name:  Elliott T. Lemon
                           Title:  Vice President

EX-10.5

                PRIME II RECEIVABLES CORPORATION

                           Transferor

                        FDS NATIONAL BANK

                            Servicer

                               and

                    THE CHASE MANHATTAN BANK

                             Trustee

        on behalf of the Series 1999-1 Certificateholders

                  ____________________________

            SERIES 1999-1 VARIABLE FUNDING SUPPLEMENT

                    Dated as of July 6, 1999

                               to

                 POOLING AND SERVICING AGREEMENT

                  Dated as of January 22, 1997

                  ____________________________

      Class A Variable Funding Certificates, Series 1999-1

      Class B Variable Funding Certificates, Series 1999-1

                PRIME CREDIT CARD MASTER TRUST II




                        TABLE OF CONTENTS


SECTION 1.  Designation                                    1

SECTION 2.  Definitions                                    1

SECTION 3.  Reassignment and Certain Transfer Terms       19

SECTION 4.  Delivery and Payment for the Series 1999-1
            Certificates                                  19

SECTION 5.  Depositary; Form of Delivery of Series
            1999-1 Certificates.                          19

SECTION 6.  Addition and Removal of Accounts              20

SECTION 7.  Article IV of Agreement                       21
          Section 4.4   Rights of Certificateholders      21
          Section 4.5   Collections and Allocation        21
          Section 4.6   Application of Funds on Deposit
                        in the Collection Account for
                        the Series 1999-1 Certificates    21
          Section 4.7   Coverage of Required Amounts
                        for the Series 1999-1
                        Certificates                      32
          Section 4.8   Investor Charge-Offs              34
          Section 4.9   Reserve Account                   35
          Section 4.10  Excess Purchase Account           36
          Section 4.11  Principal and Interest Funding
                        Accounts                          37
          Section 4.12  Proceeds Account                  39

SECTION 8.  Article V of the Agreement                    40
          Section 5.1   Distributions                     40
          Section 5.2   Monthly Certificateholders'
                        Statement.                        40
          Section 5.3   Annual Certificateholders' Tax
                        Statement                         42

SECTION 9.  Article VI of Agreement                       42
          Section 6.15  VFC Additional Invested Amounts   42
          Section 6.16  Extension.                        44
          Section 6.17  Transfers of Class C Certificates;
                        Legends                           45
          Section 6.18  Transfers of Variable Funding
                        Certificates; Legends.            47

SECTION 10. Series 1999-1 Pay Out Events                  48

SECTION 11. Successor Servicer and Delegation             51

SECTION 12. Successor Trustee                             52

SECTION 13. Notices to Administrative Agent               52

SECTION 14. Charge Account Agreements and Credit
            and Collection Policies                       52

SECTION 15. Minimum Denominations                         53

SECTION 16. Cash Equivalents                              53

SECTION 17. Automatic Additional Accounts                 53

SECTION 18. Series 1999-1 Termination                     54

SECTION 19. Actions by Administrative Agent               54

SECTION 20. Periodic Finance Charges and Other Fees       54

SECTION 21. Rating Agency Condition                       54

SECTION 22. Distribution Account                          54

SECTION 24. Ratification of Agreement                     54

SECTION 25. Counterparts                                  54

SECTION 26. GOVERNING LAW                                 55

SECTION 27. The Trustee.                                  55

SECTION 28. Instructions in Writing.                      55


                        LIST OF EXHIBITS

     EXHIBIT A-1    Form of Class A Certificate
     EXHIBIT A-2    Form of Class B Certificate
     EXHIBIT A-3    Form of Class C Certificate
     EXHIBIT B      Form of Extension Notice
     EXHIBIT C      Form of Investor Certificate Election Notice
     EXHIBIT D      Form of Investment Letter
     EXHIBIT E      Form of Servicer Report


          SERIES 1999-1 VARIABLE FUNDING SUPPLEMENT, dated  as  of
July  6,  1999 (this "Variable Funding Supplement") by  and  among
PRIME  II  RECEIVABLES  CORPORATION, a corporation  organized  and
existing  under the laws of the State of Delaware,  as  Transferor
(the   "Transferor"),  FDS  NATIONAL  BANK,  a  national   banking
association organized and existing under the federal laws  of  the
United  States,  as  Servicer  (the  "Servicer"),  and  THE  CHASE
MANHATTAN BANK, a banking corporation organized and existing under
the  laws  of  State  of New York, as trustee (together  with  its
successors  in  trust  thereunder as  provided  in  the  Agreement
referred  to below, the "Trustee") under the Pooling and Servicing
Agreement dated as of January 22, 1997 (the "Agreement") among the
Transferor, the Servicer and the Trustee.

          Section  6.9  of  the  Agreement provides,  among  other
things,  that the Transferor and the Trustee may at any  time  and
from time to time enter into a supplement to the Agreement for the
purpose  of  authorizing  the  issuance  by  the  Trustee  to  the
Transferor,  for  execution  and redelivery  to  the  Trustee  for
authentication, one or more Series of Certificates.

           Pursuant  to  this  Variable  Funding  Supplement,  the
Transferor  and the Trustee shall create a new Series of  Investor
Certificates and shall specify the Principal Terms thereof.

          SECTION 1 Designation.  There is hereby created a Series
of  Investor  Certificates to be issued pursuant to the  Agreement
and  this Variable Funding Supplement to be known generally as the
"Series 1999-1 Variable Funding Certificates."  The Series  1999-1
Variable  Funding  Certificates shall be issued  in  two  Classes,
which  shall  be  designated generally as  the  Class  A  Variable
Funding Certificates, Series 1999-1 (the "Class A Variable Funding
Certificates"),  and  the Class B Variable  Funding  Certificates,
Series  1999-1 (the "Class B Variable Funding Certificates").   In
addition,  there is also hereby created a third Class of  interest
in the Trust which shall be deemed to be an "Investor Certificate"
for  all  purposes  under the Agreement and this Variable  Funding
Supplement,  except as expressly provided herein, and which  shall
be known as the Class C Certificates, Series 1999-1 (the "Class  C
Certificates").   The Series 1999-1 Variable Funding  Certificates
and  the  Class  C  Certificates  are  collectively  referred   to
sometimes in this Variable Funding Supplement as the "Series 1999-
1 Certificates".  Series 1999-1 shall be included with Series 1997-
1  as  a  member  of Group I.  The Class C Certificates  shall  be
Transferor Retained Certificates so long as and to the extent held
of record by the Transferor.

          SECTION  2 Definitions.  In the event that any  term  or
provision  contained herein shall conflict with or be inconsistent
with  any  provision  contained in the Agreement,  the  terms  and
provisions of this Variable Funding Supplement shall govern.   All
Article,  Section  or  subsection  references  herein  shall  mean
Article,  Section or subsections of the Agreement, as  amended  or
supplemented  by  this  Variable  Funding  Supplement  except   as
otherwise  provided herein.  All capitalized terms  not  otherwise
defined  herein  are defined in the Agreement.   Each  capitalized
term  defined  herein  shall  relate only  to  the  Series  1999-1
Certificates  and no other Series of Certificates  issued  by  the
Trust.

      "Administrative  Agent"  shall  mean  PNC   Bank,   National
Association,  or  any successor designated as  the  Administrative
Agent  in the Class A Certificate Purchase Agreement and the Class
B Certificate Purchase Agreement.

     "Amortization Period" shall mean the period commencing on the
Amortization Period Commencement Date and ending on the earlier to
occur  of  (i)  the date of termination of the Trust  pursuant  to
Section   12.1  of  the  Agreement  or  (ii)  the  Series   1999-1
Termination Date.

    "Amortization Period Commencement Date" shall mean, initially,
with  respect  to the Investor Certificates, the  earlier  of  the
first  day  of  the August 2002 Monthly Period  and  the  Pay  Out
Commencement Date, and, with respect to an Extension, the  earlier
of  the date specified as such in the Extension Notice and the Pay
Out Commencement Date.

     "Assignee"  shall  have the meaning specified  in  subsection
6.17(a) of the Agreement.

     "Annual  Portfolio Turnover Rate" shall mean with respect  to
any  Business  Day  during  a Monthly  Period,  the  aggregate  of
Receivables  arising  under  Accounts  from  sales  of  goods  and
services   or   cash  advances,  excluding  any  portion   thereof
representing   Periodic  Finance  Charges,   Late   Fees,   annual
membership fees or other fees and similar charges during  each  of
the  twelve  Monthly Periods ending on the last day of the  second
preceding  Monthly Period divided by the average of the  aggregate
Outstanding  Balances of Receivables as of the last  day  of  each
such Monthly Period.

     "Available Reserve Amount" shall mean, for any Business  Day,
the lesser of (i) the amount on deposit in the Reserve Account  on
such  Business  Day  (after giving effect to any  deposit  to,  or
withdrawal  from, the Reserve Account to be made with  respect  to
such  Business Day), and (ii) the Required Reserve  Amount  as  of
such Business Day.

      "Base  Rate"  shall  mean,  with  respect  to  the  Investor
Certificates,  the  sum  of  (i)  the  weighted  average  of   the
annualized  Class  A  Certificate Rate,  the  annualized  Class  B
Certificate Rate  and the annualized Class C Certificate Rate  and
(ii) the Series Servicing Fee Percentage per annum.

     "Carryover Discount Amount" shall mean, for Series 1999-1 for
any  Business Day, the excess, if any, of (i) the sum of  (A)  the
product  of  the Discount Allocation Percentage and  the  Discount
Amount and (B) the Carryover Discount Amount for Series 1999-1 for
the  preceding  Business  Day over (ii) the  amount  of  Principal
Collections  added  to Total Finance Charge Collections  for  such
Series on such preceding Business Day.

     "Class  A  Additional  Payments" shall mean  amounts  payable
pursuant to Section 2.4 or 2.5 of the Class A Certificate Purchase
Agreement  in an aggregate amount not exceeding, for any  Business
Day, the product of (i) a fraction, the numerator of which is  the
actual  number  of days from and including the preceding  Business
Day  to  but  excluding such Business Day and the  denominator  of
which is 360, (ii) 0.25% and (iii) the Class A Invested Amount for
such Business Day.
 .
     "Class A Agent" shall mean PNC Bank, National Association, or
any successor at the time designated as the Agent for the Class  A
Certificateholders   under  the  Class  A   Certificate   Purchase
Agreement.

     "Class  A  Carrying  Cost Daily Factor" shall  mean,  on  any
Business  Day,  the Class A Carrying Costs for such  Business  Day
divided  by  the  Class  A  Investor Principal  Balance  for  such
Business Day.

    "Class A Carrying Costs" shall mean, for any Business Day, the
sum  of the accrued Yield since the preceding Business Day on  the
outstanding principal amount of the Class A Certificates.   It  is
understood  and agreed that, with respect to any Fixed Period  and
any  portion of the Class A Investor Principal Balance  for  which
Yield  is  calculated based on the Commercial Paper Rate  (i)  the
Servicer shall make daily allocations of Class A Interest based on
the  Commercial Paper Rate applicable to the immediately preceding
Fixed  Period  (or, in the case of any Fixed Period for  which  no
portion of the Class A Investor Principal Balance accrued Yield at
the  Commercial Paper Rate during the immediately preceding  Fixed
Period, the estimate provided by the Class A Agent pursuant to the
last  sentence  of  the  definition  of  Yield  in  the  Class   A
Certificate Purchase Agreement), and (ii) on the last day of  each
Fixed  Period  the Servicer, based on the actual Commercial  Paper
Rate  for  such Fixed Period, will adjust the amount  of  Class  A
Interest  deposited into the Interest Funding Account  during  the
related  Fixed  Period  to  reflect  any  difference  between  the
Commercial  Paper Rate used to make daily allocations of  Class  A
Interest during such Fixed Period and the actual Commercial  Paper
Rate for such Fixed Period.

     "Class A Certificate Purchase Agreement" shall mean the Class
A  Certificate Purchase Agreement, dated as of July 6, 1999, among
the   Transferor,  the  Servicer,  the  purchasers  of   Class   A
Certificates named therein and PNC Bank, National Association,  as
the  Class  A Agent and the Administrative Agent, as amended  from
time to time.

     "Class  A Certificate Rate" shall mean, with respect  to  the
Class A Certificates, the Class A Carrying Cost Daily Factor.

     "Class  A Certificateholder" shall mean any Person  in  whose
name  a  Class  A  Certificate is registered  in  the  Certificate
Register.

     "Class A Certificateholders' Interest" shall mean the portion
of the Series 1999-1 Certificateholders' Interest evidenced by the
Class A Certificates.

     "Class  A  Certificates" shall mean any of  the  Certificates
executed  by the Transferor and authenticated by or on  behalf  of
the Trustee, substantially in the form of Exhibit A-l hereto.

     "Class  A  Daily  Principal Amount" shall  have  the  meaning
specified in subsection 4.6(e)(i) of the Agreement.

     "Class  A  Default and Dilution Amount" shall mean,  for  any
Monthly  Period, an amount equal to the summation of the  products
of  (i)  the Class A Floating Allocation Percentage and  (ii)  the
Default  and Dilution Amount, as determined for each Business  Day
in that Monthly Period.

     "Class  A  Floating Allocation Percentage" shall  mean,  with
respect  to  any  Business  Day, the percentage  equivalent  of  a
fraction,  the  numerator of which is the Class A Invested  Amount
for  such Business Day and the denominator of which is the sum  of
the amount of Principal Receivables in the Trust and the amount on
deposit  in  the  Excess Funding Account as  of  the  end  of  the
preceding Business Day.

     "Class  A  Initial Invested Amount" shall mean the  aggregate
initial  principal  amount  of the Class  A  Certificates  on  the
Issuance Date.

    "Class A Interest" shall mean with respect to any Business Day
an amount equal to the product of the Class A Certificate Rate and
the Class A Investor Principal Balance as of the close of business
on such Business Day.

     "Class  A Invested Amount" shall mean, when used with respect
to  any  Business Day, an amount equal to (a) the Class A  Initial
Invested  Amount, plus (b) the aggregate principal amount  of  any
VFC  Additional Class A Invested Amounts purchased by the Class  A
Certificateholders through the end of the preceding  Business  Day
pursuant to Section 6.15 of the Agreement, minus (c) the aggregate
amount    of   principal   payments   made   to   the   Class    A
Certificateholders prior to such Business Day and  minus  (d)  the
excess,  if any, of the aggregate amount of unreimbursed  Class  A
Investor  Charge-Offs  for all Distribution Dates  preceding  such
date  over  Class  A Investor Charge-Offs reimbursed  pursuant  to
subsection 4.8(c) of the Agreement prior to such Business Day.

    "Class A Investor Charge-Off" shall have the meaning specified
in subsection 4.8(c) of the Agreement.

     "Class  A  Investor Percentage" shall mean, for any  Business
Day,  the  Class A Invested Amount as a percentage of the Invested
Amount on such Business Day.

     "Class  A Investor Principal Balance" shall have the  meaning
assigned  to  such  term  in  the  Class  A  Certificate  Purchase
Agreement.

     "Class  A  Program Fee" shall mean the fees or other  amounts
payable  pursuant to subsection 2.3(a) of the Class A  Certificate
Purchase Agreement, to the extent not included in Class A Carrying
Costs.

     "Class  A Required Amount" shall mean the amount, if any,  by
which  (x)  the  sum  of  the  amounts  described  in  subsections
4.6(a)(i),  (v),  (vi)  or  (viii) of  the  Agreement  during  the
Revolving Period or subsections 4.6(b)(i), (v), (vi) or (viii)  or
4.6(c)(i),  (v),  (vi)  or  (viii) of  the  Agreement  during  the
Amortization  Period,  as applicable, plus the  Class  A  Investor
Percentage of the amount described in subsection 4.6(a)(iv) of the
Agreement during the Revolving Period, or subsection 4.6(b)(iv) or
4.6(c)(iv)  of  the Agreement during the Amortization  Period,  as
applicable,  exceeds  (y)  the Total  Finance  Charge  Collections
available for application thereto pursuant to subsections  4.6(a),
(b) or (c) of the Agreement, as applicable, on any Business Day.

     "Class  A Supplemental Payments" shall mean, on any  Business
Day,  the  sum  of  all unpaid amounts owed to the  Administrative
Agent,  the Class A Agent or any Class A Purchaser (as defined  in
the  Class A Certificate Purchase Agreement) pursuant to the Class
A  Certificate Purchase Agreement which have arisen prior to  such
Business  Day  (including,  without  limitation,  amounts  payable
pursuant  to Section 2.4 or 2.5 of the Class A Purchase  Agreement
on  any  Business Day in excess of the maximum amount of  Class  A
Additional  Payments for such Business Day), other  than  Class  A
Interest,  Class  A Additional Payments and the  unpaid  principal
amount of the Class A Certificates.

     "Class  A/B Default and Dilution Amount" shall mean, for  any
Monthly  Period, an amount equal to the summation of the  products
of  (i) the sum of the Class A Floating Allocation Percentage  and
the  Class  B Floating Allocation Percentage and (ii) the  Default
and  Dilution Amount, as determined for each Business Day in  that
Monthly Period.

     "Class  B  Additional  Payments" shall mean  amounts  payable
pursuant to Section 2.4 or 2.5 of the Class B Certificate Purchase
Agreement  in an aggregate amount not exceeding, for any  Business
Day, the product of (i) a fraction, the numerator of which is  the
actual  number  of days from and including the preceding  Business
Day  to  but  excluding such Business Day and the  denominator  of
which is 360, (ii) 0.25% and (iii) the Class B Invested Amount for
such Business Day.

     "Class B Agent" shall mean PNC Bank, National Association, or
any successor at the time designated as the Agent for the Class  B
Certificateholders   under  the  Class  B   Certificate   Purchase
Agreement.

     "Class  B  Carrying  Cost Daily Factor" shall  mean,  on  any
Business  Day,  the Class B Carrying Costs for such  Business  Day
divided  by  the  Class  B  Investor Principal  Balance  for  such
Business Day.

    "Class B Carrying Costs" shall mean, for any Business Day, the
sum  of the accrued Yield since the preceding Business Day on  the
outstanding principal amount of the Class B Certificates.   It  is
understood  and agreed that, with respect to any Fixed Period  and
any  portion of the Class B Investor Principal Balance  for  which
Yield  is  calculated based on the Commercial Paper Rate  (i)  the
Servicer shall make daily allocations of Class B Interest based on
the  Commercial Paper Rate applicable to the immediately preceding
Fixed  Period  (or, in the case of any Fixed Period for  which  no
portion of the Class B Investor Principal Balance accrued Yield at
the  Commercial Paper Rate during the immediately preceding  Fixed
Period, the estimate provided by the Class B Agent pursuant to the
last  sentence  of  the  definition  of  Yield  in  the  Class   B
Certificate Purchase Agreement), and (ii) on the last day of  each
Fixed  Period  the Servicer, based on the actual Commercial  Paper
Rate  for  such Fixed Period, will adjust the amount  of  Class  B
Interest  deposited into the Interest Funding Account  during  the
related  Fixed  Period  to  reflect  any  difference  between  the
Commercial  Paper Rate used to make daily allocations of  Class  B
Interest during such Fixed Period and the actual Commercial  Paper
Rate for such Fixed Period.

     "Class B Certificate Purchase Agreement" shall mean the Class
B  Certificate Purchase Agreement, dated as of July 6, 1999, among
the   Transferor,  the  Servicer,  the  purchasers  of   Class   B
Certificates named therein and PNC Bank, National Association,  as
the  Class  B Agent and the Administrative Agent, as amended  from
time to time.

     "Class  B  Certificate Rate" shall mean the Class B  Carrying
Cost Daily Factor.

     "Class  B Certificateholder" shall mean any Person  in  whose
name  a  Class  B  Certificate is registered  in  the  Certificate
Register.

     "Class B Certificateholders' Interest" shall mean the portion
of the Series 1999-1 Certificateholders' Interest evidenced by the
Class B Certificates.

     "Class  B  Certificates" shall mean any of  the  Certificates
executed  by the Transferor and authenticated by or on  behalf  of
the Trustee, substantially in the form of Exhibit A-2 hereto

     "Class  B  Daily  Principal Amount" shall  have  the  meaning
specified in subsection 4.6(e)(ii) of the Agreement.

     "Class  B  Fixed/Floating Allocation Percentage" shall  mean,
with  respect to any Business Day, the percentage equivalent of  a
fraction  the numerator of which is equal to the Class B  Invested
Amount  for  the  day immediately following the last  day  of  the
Revolving  Period and the denominator of which  is  equal  to  the
greater  of  (x)  the  sum of the aggregate  amount  of  Principal
Receivables in the Trust and the amount on deposit in  the  Excess
Funding  Account as of the end of the preceding Business  Day  and
(y)  the  sum  of the numerators used to calculate the  allocation
percentages  with respect to Principal Receivables of  all  Series
outstanding on such Business Day.

     "Class  B  Floating Allocation Percentage" shall  mean,  with
respect  to  any  Business  Day, the percentage  equivalent  of  a
fraction,  the  numerator of which is the Class B Invested  Amount
for  such Business Day and the denominator of which is the sum  of
the  total  amount of Principal Receivables in the Trust  and  the
amount  on deposit in the Excess Funding Account as of the end  of
the preceding Business Day.

     "Class  B  Initial Invested Amount" shall mean the  aggregate
initial  principal  amount  of the Class  B  Certificates  on  the
Issuance Date.

     "Class  B Interest" shall mean, with respect to any  Business
Day,  an  amount equal to the product of the Class  B  Certificate
Rate and the Class B Investor Principal Balance as of the close of
business on such Business Day.

     "Class  B Invested Amount" shall mean, when used with respect
to any Business Day, an amount (which shall not be less than zero)
equal  to  (a) the Class B Initial Invested Amount, plus  (b)  the
aggregate principal amount of any VFC Additional Class B  Invested
Amounts  purchased by the Class B Certificateholders  through  the
end  of the preceding Business Day pursuant to Section 6.15 of the
Agreement,  minus  (c) the aggregate amount of principal  payments
made  to  Class  B Certificateholders prior to such Business  Day,
minus (d) without duplication, the aggregate amount of (i) Class B
Investor  Charge-Offs, (ii) Reallocated Principal Collections  for
all   prior   Business   Days  (excluding  Reallocated   Principal
Collections  on account of which the Class C Invested  Amount  has
been reduced to zero) and (iii) reductions to the Class B Invested
Amount made pursuant to the last sentence of subsection 4.7(c)
and  plus  (e)  the  aggregate amount allocated  to  the  Class  B
Certificates  and  available  on  all  prior  Business   Days   in
accordance  with  subsection 4.8(b)  of  the  Agreement,  for  the
purpose  of reimbursing amounts deducted pursuant to the foregoing
clause (d).

    "Class B Investor Charge-Off" shall have the meaning specified
in subsection 4.8(b) of the Agreement.

     "Class  B  Investor Percentage" shall mean, for any  Business
Day,  the  Class B Invested Amount as a percentage of the Invested
Amount on such Business Day.

     "Class  B Investor Principal Balance" shall have the  meaning
assigned  to  such  term  in  the  Class  B  Certificate  Purchase
Agreement.

     "Class  B  Principal Payment Commencement Date"  shall  mean,
following an Amortization Period Commencement Date, the earlier of
(a)  the Business Day on which the Class A Invested Amount is paid
in full or, if there are no Principal Collections allocable to the
Series 1999-1 Certificates remaining after payments have been made
to the Class A Certificates on such Business Day, the Business Day
following the Business Day on which the Class A Invested Amount is
paid  in  full and (b) the Distribution Date following a  sale  or
repurchase of the Receivables as set forth in Section 2.4(d), 9.2,
10.2,  12.1 or 12.2 of the Agreement or Section 3 of this Variable
Funding Supplement.

     "Class B Program Fee" shall mean the fees payable pursuant to
subsection  2.3(a) of the Class B Certificate Purchase  Agreement,
to the extent not included in Class B Carrying Costs.

     "Class  B Required Amount" shall mean the amount, if any,  by
which  (x)  the  sum  of  the  amounts  described  in  subsections
4.6(a)(ii),  (v),  (vii)  or  (ix) of  the  Agreement  during  the
Revolving Period or subsections 4.6(b)(ii), (v), (vii) or (ix)  or
4.6(c)(ii),  (v),  (vii)  or  (ix) of  the  Agreement  during  the
Amortization  Period,  as applicable, plus the  Class  B  Investor
Percentage of the amount described in subsection 4.6(a)(iv) of the
Agreement during the Revolving Period, or subsection 4.6(b)(iv) or
4.6(c)(iv)  of  the Agreement during the Amortization  Period,  as
applicable,  exceeds  (y)  the Total  Finance  Charge  Collections
available for application thereto pursuant to subsections  4.6(a),
(b) or (c) of the Agreement, as applicable, on any Business Day.

     "Class  B Supplemental Payments" shall mean, on any  Business
Day,  the  sum  of  all unpaid amounts owed to the  Administrative
Agent,  the Class B Agent or any Class B Purchaser (as defined  in
the   Class  B  Purchase  Agreement)  pursuant  to  the  Class   B
Certificate  Purchase Agreement which have arisen  prior  to  such
Business  Day  (including,  without  limitation,  amounts  payable
pursuant  to Section 2.4 or 2.5 of the Class B Purchase  Agreement
on  any  Business Day in excess of the maximum amount of  Class  B
Additional  Payments for such Business Day), other  than  Class  B
Interest,  Class  B Additional Payments and the  unpaid  principal
amount of the Class B Certificates.

    "Class C Additional Interest" shall have the meaning specified
in subsection 6.17(c) of the Agreement.

     "Class C Certificate Rate" shall mean 0% per annum; provided,
however, that such rate may be increased pursuant to the terms  of
a   supplemental   agreement  entered  into  in  accordance   with
subsection 6.17(c) of the Agreement.

     "Class  C Certificateholder" shall mean any Person  in  whose
name  a  Class  C  Certificate is registered  in  the  Certificate
Register.

     "Class C Certificateholders' Interest" shall mean the portion
of the Series 1999-1 Certificateholders' Interest evidenced by the
Class C Certificates.

     "Class  C  Certificates" shall mean any of  the  Certificates
executed  by the transferor and authenticated by or on  behalf  of
the Trustee, substantially in the form of Exhibit A-3 hereto.

     "Class  C  Daily  Principal Amount" shall  have  the  meaning
specified in subsection 4.6(e)(iii) of the Agreement.

     "Class  C  Fixed/Floating Allocation Percentage" shall  mean,
with  respect to any Business Day, the percentage equivalent of  a
fraction  the numerator of which is equal to the Class C  Invested
Amount  for  the  day immediately following the last  day  of  the
Revolving  Period and the denominator of which  is  equal  to  the
greater  of  (x)  the  sum of the aggregate  amount  of  Principal
Receivables in the Trust and the amount on deposit in  the  Excess
Funding  Account as of the end of the preceding Business  Day  and
(y)  the  sum  of the numerators used to calculate the  allocation
percentages  with respect to Principal Receivables of  all  Series
outstanding on such Business Day.

     "Class  C  Floating Allocation Percentage" shall  mean,  with
respect  to  any  Business  Day, the percentage  equivalent  of  a
fraction,  the  numerator of which is the Class C Invested  Amount
for  such Business Day and the denominator of which is the sum  of
the  total  amount of Principal Receivables in the Trust  and  the
amount  on deposit in the Excess Funding Account as of the end  of
the preceding Business Day.

     "Class  C  Initial Invested Amount" shall mean the  aggregate
initial  principal  amount  of the Class  C  Certificates  on  the
Issuance Date.

     "Class  C  Interest"  shall have  the  meaning  specified  in
subsection 6.17(c) of the Agreement.

     "Class C Interest Shortfall" shall have the meaning specified
in subsection 6.17(c) of the Agreement.

     "Class  C Invested Amount" shall mean, when used with respect
to any Business Day, an amount (which shall not be less than zero)
equal  to  (a) the Class C Initial Invested Amount, plus  (b)  the
aggregate principal amount of any VFC Additional Class C  Invested
Amounts  purchased by the Class C Certificateholders  through  the
end  of the preceding Business Day pursuant to Section 6.15 of the
Agreement,  minus  (c) the aggregate amount of principal  payments
made  to  Class  C Certificateholders prior to such Business  Day,
minus (d) without duplication, the aggregate amount of (i) Class C
Investor  Charge-Offs, (ii) Reallocated Principal Collections  for
all   prior   Business   Days  (excluding  Reallocated   Principal
Collections  applied at any time when the Class C Invested  Amount
has  been  reduced to zero) and (iii) reductions to  the  Class  C
Invested  Amount made pursuant to the last sentence of  subsection
4.7(c) and plus (e) the aggregate amount allocated to the Class  C
Certificates  and  available  on  all  prior  Business   Days   in
accordance  with  subsection 4.9(b)  of  the  Agreement,  for  the
purpose  of reimbursing amounts deducted pursuant to the foregoing
clause (d).

    "Class C Investor Charge-Off" shall have the meaning specified
in subsection 4.8(a) of the Agreement.

     "Class  C  Investor Percentage" shall mean, for any  Business
Day,  the  Class C Invested Amount as a percentage of the Invested
Amount on such Business Day.

     "Class  C  Principal Payment Commencement Date"  shall  mean,
following an Amortization Period Commencement Date, the earlier of
(a)  the Business Day on which the Class A Invested Amount and the
Class  B  Invested Amount are paid in full or,  if  there  are  no
Principal  Collections  allocable to the  Series  1999-1  Variable
Funding  Certificates remaining after payments have been  made  to
the  Class  A  Certificates and the Class B Certificates  on  such
Business Day, the Business Day following the Business Day on which
the  Class  A Invested Amount and the Class B Invested Amount  are
paid  in  full and (b) the Distribution Date following a  sale  or
repurchase of the Receivables as set forth in Section 2.4(d), 9.2,
10.2,  12.1 or 12.2 of the Agreement or Section 3 of this Variable
Funding Supplement.

    "Closing Date" shall mean July 6, 1999.

     "Commercial Paper Rate" shall, as the context requires,  have
the  meaning  assigned to such term in the (i) Class A Certificate
Purchase  Agreement,  when  used  with  respect  to  the  Class  A
Certificates, or (ii) Class B Certificate Purchase Agreement, when
used with respect to the Class B Certificates.

    "Default and Dilution Amount" shall mean, on any Business Day,
an  amount  equal to the sum of the Default Amounts and  Uncovered
Dilution Amounts for all Business Days in the then current Monthly
Period up to and including that Business Day.

     "Discount  Allocation Percentage" shall mean with respect  to
Series 1999-1 and any Business Day the percentage equivalent of  a
fraction  the  numerator  of which is the Series  1999-1  Discount
Factor and the denominator of which is the Discount Factor on such
Business Day.

    "Discount Amount" shall mean for any Business Day the Discount
Factor  multiplied  by  the  Outstanding  Balance  of  Receivables
transferred to the Trust on such Business Day.

     "Discount Factor" shall mean for any Business Day  an  amount
equal  to  the sum of each Series Discount Factor for  all  Series
then outstanding on such Business Day.

     "Discount Trigger Event" shall mean for any Business Day  (i)
the  Discount Factor for the second preceding Monthly Period being
in excess of zero, (ii) the Transferor having elected, by not less
than  30  days' prior written notice to the Servicer, the Trustee,
the  Rating  Agencies and the Administrative  Agent,  to  commence
discounting  of  purchases of Receivables, and  (iii)  the  Rating
Agencies  and the Administrative Agent on behalf of  the  Class  A
Certificateholders and Class B Certificateholders having consented
in  writing (a copy of which is delivered to the Trustee) to  such
discounting  of  purchases of Receivables  on  or  prior  to  such
Business  Day  and having not revoked such consent in  writing  (a
copy of which is to be delivered to the Trustee).

     "Distribution Date" shall mean the 15th day of each month or,
if  such  15th  day  is  not a Business Day, the  next  succeeding
Business  Day,  and the Scheduled Series 1999-1 Termination  Date,
commencing August 16, 1999.
    "Election Date" shall have the meaning specified in subsection
6.16(a) of the Agreement.

      "Election  Notice"  shall  have  the  meaning  specified  in
subsection 6.16(a) of the Agreement.

      "Enhancement"  shall  mean  with  respect  to  the  Class  A
Certificates, the subordination of the Class B Invested Amount and
the  Class  C  Invested Amount and the Reserve Account  and,  with
respect  to  the  Class B Certificates, the subordination  of  the
Class C Invested Amount and the Reserve Account; provided, however
that  neither  the  Holders of the Class B  Certificates  nor  the
Holders of the Class C Certificates nor any provider of amounts on
deposit  in the Reserve Account shall be an "Enhancement Provider"
for the purposes of the Agreement or this Supplement.

     "Enhancement  Percentage" shall mean, 0.0% for each  Business
Day  from the Closing Date to and excluding the Determination Date
which  occurs during the July 1999 Monthly Period, and  thereafter
for   each  Business  Day  during  the  period  commencing  on   a
Determination   Date   to  but  excluding   the   next   following
Determination   Date  (an  "Enhancement  Percentage  Determination
Period"),  the  greater  of  (i) the  sum  of  the  Excess  Spread
Enhancement  Cap  Percentage  for the Monthly  Period  immediately
preceding such Enhancement Percentage Determination Period and the
Payment  Rate  Enhancement Cap Percentage for such Monthly  Period
and  (ii) the Enhancement Percentage for the preceding Enhancement
Percentage Determination Period minus 1.0%; provided that so  long
as  no  Reserve Account Increase Notice shall have been delivered,
the  Enhancement  Percentage shall not exceed 4.0%,  and  provided
further that if a Reserve Account Increase Notice shall have  been
delivered,   the  Enhancement  Percentage  shall  at   all   times
thereafter equal 100%.

     "Excess Finance Charge Collections" shall mean, with  respect
to  any  Business  Day, as the context requires,  either  (x)  the
amount described in subsection 4.6(a)(xvi) of the Agreement during
the  Revolving Period or subsection 4.6(b)(xii) or 4.6(c)(xvi)  of
the  Agreement,  as  applicable, during  the  Amortization  Period
allocated to the Series 1999-1 Certificates but available to cover
shortfalls  in  amounts paid from Finance Charge  Collections  for
other Series, if any, or (y) the aggregate amount of Total Finance
Charge  Collections allocable to other Series  in  excess  of  the
amounts  necessary to make required payments with respect to  such
Series, if any, and available to cover shortfalls with respect  to
the Series 1999-1 Certificates.

     "Excess Purchase Account" shall have the meaning specified in
subsection 4.10(a) of the Agreement.

     "Excess Spread Percentage" shall mean, for a Monthly  Period,
(a)   the  lesser  of  (i)  the  aggregate  Total  Finance  Charge
Collections  deposited in the Collection Account on each  Business
Day  during such Monthly Period and (ii) the sum for each Business
Day  during  such  Monthly Period of the product of  the  Floating
Allocation Percentage for Series 1999-1 and the amount of  Finance
Charge  Collections for such Business Day, minus (b) the  sum  for
each Business Day during such Monthly Period of the product of the
Floating Allocation Percentage for Series 1999-1 and the amount of
Finance  Charge  Collections for such Business  Day  described  in
clause   (e)  of  the  definition  of  the  term  "Finance  Charge
Collections"  in  Section  1.1 of the Agreement,   minus  (c)  the
aggregate  amounts  withdrawn from the Collection  Account  during
such  Monthly  Period  pursuant to subsections  4.6(a)(i)  through
(vii),  (x),  (xi)  or (xv), 4.6(b)(i) through  (vii)  or  (x)  or
4.6(c)(i)  through (vii), (x), (xi) or (xv) of the  Agreement,  as
applicable, during such Monthly Period, expressed as an annualized
percentage  of  the  average  daily Invested  Amount  during  such
Monthly Period.

    "Excess Spread Enhancement Cap Percentage" shall mean, for any
Monthly  Period,  if the average of the Excess Spread  Percentages
for  such Monthly Period and the two preceding Monthly Periods (or
(i)  in the case of the July 1999 Monthly Period, for such Monthly
Period,  and  (ii) in the case of the August 1999 Monthly  Period,
for  such  Monthly  Period and the July 1999  Monthly  Period)  is
greater  than  the percentage (if any) set forth in the  left-hand
column below and less than or equal to the percentage (if any) set
forth  in  the  middle  column below,  the  percentage  set  forth
opposite such percentages in the right-hand column below:

          Three-Month Average
         Excess Spread Percentage            Excess Spread
           >              =<           Enhancement Cap Percentage

         5.00%           --                      0.00%
         4.00%          5.00%                    1.00%
         3.00%          4.00%                    2.00%
         2.00%          3.00%                    3.00%
          --            2.00%                    4.00%


provided,  that  following any date on  which  the  Excess  Spread
Enhancement  Cap  Percentage  for  a  Monthly  Period  shall  have
increased  from  the percentage applicable to  the  prior  Monthly
Period,  such  increased Excess Spread Enhancement Cap  Percentage
shall not thereafter be reduced until the Monthly Period for which
both  (i)  the average of the Excess Spread Percentages  for  such
Monthly Period and the two preceding Monthly Periods (or, if less,
the  number of Monthly Periods which have been completed following
the  July 1999 Monthly Period) and (ii) the average of the  Excess
Spread  Percentages for such Monthly Period and the five preceding
Monthly Periods (or, if less, the number of Monthly Periods  which
have been completed following the July 1999 Monthly Period) would,
based  on the percentages (if any) set forth in the left-hand  and
middle  columns  above,  have resulted in a  lower  Excess  Spread
Enhancement Cap Percentage in the right-hand column above, and the
amount  of  any  reduction for a Monthly Period shall  not  exceed
1.00%.

    "Extension" shall mean the procedure by which all or a portion
of the Investor Certificateholders consent to the extension of the
Revolving Period to the new Amortization Period Commencement  Date
set forth in the Extension Notice, pursuant to Section 6.16 of the
Agreement.

     "Extension  Date" shall mean the last day of  the  June  2002
Monthly  Period or if an Extension has already occurred, the  date
of  the  next  Extension Date set forth in  the  Extension  Notice
relating to the Extension then in effect (or, if any such date  is
not a Business Day, the next preceding Business Day).

     "Extension  Notice"  shall  have  the  meaning  specified  in
subsection 6.16(a) of the Agreement.

     "Extension  Opinion"  shall have  the  meaning  specified  in
subsection 6.16(a) of the Agreement.

     "Extension  Tax Opinion" shall have the meaning specified  in
subsection 6.16(a) of the Agreement.

     "Fixed/Floating  Allocation Percentage" shall  mean  for  any
Business  Day  the  percentage  equivalent  of  a  fraction,   the
numerator  of which is the Invested Amount for the day immediately
following the last day of the Revolving Period and the denominator
of  which is the greater of (a) the sum of the aggregate amount of
Principal  Receivables in the Trust and the amount on  deposit  in
the Excess Funding Account as of the end of the preceding Business
Day  and  (b)  the  sum of the numerators used  to  calculate  the
allocation  percentages with respect to Principal  Receivables  of
all Series outstanding on such Business Day.

     "Fixed  Period"  shall,  as the context  requires,  have  the
meaning  assigned  to  such term in the (i)  Class  A  Certificate
Purchase  Agreement,  when  used  with  respect  to  the  Class  A
Certificates, or (ii) Class B Certificate Purchase Agreement, when
used with respect to the Class B Certificates.

     "Floating Allocation Percentage" shall mean for any  Business
Day  the  sum  of  the  applicable  Class  A  Floating  Allocation
Percentage, Class B Floating Allocation Percentage and the Class C
Floating Allocation Percentage for such Business Day.

     "Initial  Invested Amount" shall mean the  aggregate  initial
principal amount of the Series 1999-1 Certificates on the Issuance
Date.

     "Interchange Collections" shall mean, with respect to  Series
1999-1 on any Business Day, the product of the Floating Allocation
Percentage  for  Series 1999-1 and the amount of  Interchange  for
such Business Day.

    "Interest Funding Account" shall have the meaning specified in
subsection 4.11(a) of the Agreement.

     "Invested Amount" shall mean, when used with respect  to  any
Business  Day,  an  amount equal to the sum of  (a)  the  Class  A
Invested  Amount as of such date, (b) the Class B Invested  Amount
as  of  such date and (c) the Class C Invested Amount as  of  such
date.

     "Investor  Certificates" shall mean the Class A Certificates,
the Class B Certificates and the Class C Certificates.

     "Investor Charge-Offs" shall mean the sum of Class A Investor
Charge-Offs, Class B Investor Charge-Offs and the Class C Investor
Charge-Offs.

     "Investor  Default Amount" shall mean, with respect  to  each
Business  Day,  an  amount equal to the product of  the  aggregate
Default Amount for all Defaulted Accounts on such Business Day and
the  Floating  Allocation Percentage applicable for such  Business
Day.

     "Investor  Percentage" shall mean for any Business  Day,  (a)
with  respect  to  (i) Receivables in Defaulted  Accounts  or  any
Uncovered  Dilution  Amount  at  any  time,  (ii)  Finance  Charge
Collections so long as no Pay Out Event has occurred with  respect
to  the  Series  1999-1 or any other Series, and  (iii)  Principal
Collections  during the Revolving Period, the Floating  Allocation
Percentage  and (b) with respect to (i) Finance Charge Collections
if  a Pay Out Event has occurred with respect to the Series 1999-1
or  any  other  Series and (ii) Principal Collections  during  the
Amortization Period, the Fixed/Floating Allocation Percentage.

     "Investor Servicing Fee" shall mean for any Business Day,  an
amount  equal  to the product of (i) a fraction, the numerator  of
which  is  the  actual  number  of days  from  and  including  the
preceding Business Day to but excluding such Business Day and  the
denominator  of which is the actual number of days  in  the  year,
(ii)  the  Series Servicing Fee Percentage and (iii) the  Invested
Amount for such Business Day.

     "Investor Uncovered Dilution Amount" shall mean, with respect
to  each  Business  Day, an amount equal to  the  product  of  the
Uncovered Dilution Amount for such Business Day and  the  Floating
Allocation Percentage applicable for such Business Day.

     "Issuance  Date"  shall mean the initial date  on  which  the
Investor Certificates are issued.

    "Maximum Facility Amount" shall mean for any Business Day, the
sum  of  (i) the aggregate Commitments, as defined in the Class  A
Certificate   Purchase   Agreement,  plus   (ii)   the   aggregate
Commitments,  as  defined  in  the Class  B  Certificate  Purchase
Agreement on such Business Day.

         "Minimum Transferor Percentage" shall mean 2.0%.

     "Monthly  Period"  shall have the meaning  specified  in  the
Agreement,  except that the first Monthly Period with  respect  to
the  Series  1999-1 Certificates shall begin on  and  include  the
Closing Date and shall end on and include July 31, 1999.

     "Net  Finance Charge Portfolio Yield" shall mean, for  Series
1999-1   with  respect  to  any  Monthly  Period,  the  annualized
percentage equivalent of a fraction, the numerator of which is the
amount  of  Finance Charge Collections allocable to Series  1999-1
for  such  Monthly  Period,  calculated  on  a  cash  basis  after
subtracting the Investor Default Amount applicable to Series 1999-
1  for  such Monthly Period, and the denominator of which  is  the
average daily Invested Amount of Series 1999-1 during such Monthly
Period.

     "Net Principal Collections" shall mean, for Series 1999-1  on
any Business Day, the sum of (i) the product, during the Revolving
Period,  of  the Floating Allocation Percentage for Series  1999-1
and,   during  the  Amortization  Period,  of  the  Fixed/Floating
Allocation  Percentage  for  Series  1999-1  and  the  amount   of
Principal Collections on such Business Day minus on and after  the
occurrence  of  and during the continuance of a  Discount  Trigger
Event  (ii)  the lesser of (a) the sum of (x) the product  of  the
Discount  Allocation Percentage for Series 1999-1 and the Discount
Amount for such Business Day and (y) the Carryover Discount Amount
for  Series  1999-1  for  such Business Day  and  (b)  the  amount
determined in clause (i).

     "Pay  Out Commencement Date" shall mean the date on  which  a
Trust Pay Out Event is deemed to occur pursuant to Section 9.1  of
the  Agreement or a Series 1999-1 Pay Out Event is deemed to occur
pursuant to Section 10 of this Variable Funding Supplement.

     "Payment Rate Enhancement Cap Percentage" shall mean, for any
Monthly Period, if the average of the Payment Rate Percentages for
such Monthly Period and the two preceding Monthly Periods (or  (i)
in  the  case  of the July 1999 Monthly Period, for  such  Monthly
Period,  and  (ii) in the case of the August 1999 Monthly  Period,
for  such  Monthly  Period and the July 1999  Monthly  Period)  is
greater  than  the percentage (if any) set forth in the  left-hand
column below and less than or equal to the percentage (if any) set
forth  in  the  middle  column below,  the  percentage  set  forth
opposite such percentages in the right-hand column below:

          Three-Month Average
         Payment Rate Percentage            Payment Rate
          =>              <           Enhancement Cap Percentage

         30.00%           --                    0.00%
         25.00%       30.00%                    1.00%
          --          25.00%                    2.00%

provided,  that  following  any date on  which  the  Payment  Rate
Enhancement  Cap  Percentage  for  a  Monthly  Period  shall  have
increased  from  the percentage applicable to  the  prior  Monthly
Period,  such  increased Payment Rate Enhancement  Cap  Percentage
shall not thereafter be reduced until the Monthly Period for which
both  (i)  the  average of the Payment Rate Percentages  for  such
Monthly Period and the two preceding Monthly Periods (or, if less,
the  number of Monthly Periods which have been completed following
the  July 1999 Monthly Period) and (ii) the average of the Payment
Rate  Percentages for such Monthly Period and the  five  preceding
Monthly Periods (or, if less, the number of Monthly Periods  which
have been completed following the July 1999 Monthly Period) would,
based  on the percentages (if any) set forth in the left-hand  and
middle  columns  above,  have resulted in  a  lower  Payment  Rate
Enhancement Cap Percentage in the right-hand column above, and the
amount  of  any  reduction for a Monthly Period shall  not  exceed
1.00%.

     "Payment  Rate Percentage" shall mean, for a Monthly  Period,
the   aggregate  Net  Principal  Collections  deposited  into  the
Collection  Account  during such Monthly Period,  expressed  as  a
percentage  of  (i)  during  the Revolving  Period,  the  Floating
Allocation  Percentage  for  Series  1999-1  times  the  Principal
Receivables  on  the first day of such Monthly  Period,  and  (ii)
during  the  Amortization  Period, the  Fixed/Floating  Allocation
Percentage  for  Series 1999-1 times the Principal Receivables  on
the first day of such Monthly Period.

      "Portfolio   Yield"  shall  mean  for  the   Series   1999-1
Certificates,  with respect to any Monthly Period, the  annualized
percentage equivalent of a fraction, the numerator of which is  an
amount  equal  to  the aggregate Total Finance Charge  Collections
allocated  to  the  Series 1999-1 Certificates  for  such  Monthly
Period,  calculated on a cash basis, minus the aggregate  Investor
Default  Amounts for each Business Day during such Monthly Period,
and  the denominator of which is the average daily Invested Amount
during such Monthly Period.

     "Principal  Account"  shall have  the  meaning  specified  in
subsection 4.11(a) of the Agreement.

     "Principal  Shortfalls" shall mean, as the context  requires,
either (a) the amounts specified as such in the Supplement for any
other   Series   or  (b)  with  respect  to  the   Series   1999-1
Certificates, the amount specified as such in subsection 4.6(f) of
the Agreement.

    "Proceeds Account" shall have the meaning specified in Section
4.12 of the Agreement.

     "Rating  Agency" shall mean each of Moody's  and  Standard  &
Poor's.

     "Rating  Agency Condition" shall mean, with  respect  to  any
action  or  series of related actions or proposed  transaction  or
series  or related proposed transactions, that each Rating  Agency
shall have notified the Administrative Agent in writing that  such
action  or  series of related actions or proposed  transaction  or
series  or  related proposed transactions will  not  result  in  a
reduction  or  withdrawal of the rating of  any  commercial  paper
notes  or other short-term or intermediate term obligation  issued
by  any  Structured Purchaser (as defined in either  the  Class  A
Purchase  Agreement  or the Class B Purchase Agreement)  or  in  a
reduction in any informal long-term rating assigned by such Rating
Agency to the Class A Certificates or the Class B Certificates.

     "Reallocated  Principal Collections" shall have  the  meaning
specified in subsection 4.7(c) of the Agreement.

     "Required  Class B Invested Amount" shall mean, (a)  for  any
Business Day during the Revolving Period, an amount equal to 12.5%
of the Class A Invested Amount on such Business Day or (b) for any
Business Day if, on or prior to such Business Day, there have been
any  reductions in the Class B Invested Amount pursuant to  clause
(d)  of  the definition of such term or if the Amortization Period
shall  have  commenced, an amount equal to the  Required  Class  B
Invested  Amount  on the Business Day immediately  preceding  such
reduction or commencement; provided that from and after the  Class
B  Principal  Payment  Commencement Date,  the  Required  Class  B
Invested Amount shall equal $0.

     "Required  Class C Invested Amount" shall mean, (a)  for  any
Business Day during the Revolving Period, an amount equal  to  the
greater of (i) 10% of the Invested Amount on such Business Day  or
(ii)  5%  of the Maximum Facility Amount on such Business Day,  or
(b)  for  any  Business Day if, on or prior to such Business  Day,
there  have  been  any reductions in the Class C  Invested  Amount
pursuant  to clause (d) of the definition of such term or  if  the
Amortization Period shall have commenced, an amount equal  to  the
Required  Class C Invested Amount on the Business Day  immediately
preceding such reduction or commencement; provided that  from  and
after  the  Class  C  Principal  Payment  Commencement  Date,  the
Required Class C Invested Amount shall equal $0.

     "Required  Reserve Amount" shall mean, with  respect  to  any
Business  Day,  the product of (i) the Enhancement Percentage  for
such  Business  Day, times (ii) during the Revolving  Period,  the
Invested  Amount on such Business Day or, during the  Amortization
Period,  the  Invested  Amount on the last day  of  the  Revolving
Period, provided that during the Amortization Period, the Required
Reserve  Amount on any Business Day shall not exceed the  Invested
Amount on such Business Day.

      "Reserve  Account"  shall  have  the  meaning  specified  in
subsection 4.9(a) of the Agreement.

     "Reserve Account Increase Notice" shall mean a written notice
delivered by the Administrative Agent to the Servicer pursuant  to
the  Class A Certificate Purchase Agreement at the instruction  of
the  Class  A  Certificateholders  or  pursuant  to  the  Class  B
Certificate Purchase Agreement at the instruction of the  Class  B
Certificateholders  stating that a Termination  Event  shall  have
occurred  thereunder and directing that the Enhancement Percentage
be increased to 100%.

     "Revolving  Period"  shall  mean  (a)  the  period  from  and
including the Closing Date to, but not including, the Amortization
Period Commencement Date, or (b) with respect to an Extension, the
period  beginning  on the Extension Date and ending  on  the  date
specified in the Extension Notice.

    "Scheduled Series 1999-1 Termination Date" shall mean July 31,
2004  unless  a different date shall be set forth in an  Extension
Notice.

    "Series 1999-1" shall mean the Series of the Prime Credit Card
Master Trust II represented by the Series 1999-1 Certificates.

    "Series 1999-1 Certificateholder" shall mean the Holder of any
Series 1999-1 Certificate.

     "Series  1999-1 Certificateholders' Interest" shall have  the
meaning specified in Section 4.4 of the Agreement.

     "Series 1999-1 Certificates" shall have the meaning specified
in Section 1 of this Variable Funding Supplement.

     "Series  1999-1 Discount Factor" shall mean with  respect  to
Series  1999-1 for any Business Day, the amount for Series 1999-1,
if  any, calculated as of the second preceding Monthly Period,  by
which  either (x) (a) the product of (i) the Base Rate  plus  one-
half  of one percent minus the Net Finance Charge Portfolio  Yield
divided  by  the  Annual  Portfolio Turnover  Rate  and  (ii)  the
Floating Allocation Percentage exceeds (b) zero or, (y) solely  at
the  option of the Transferor, the amount by which (a) the product
of (i) the Base Rate plus one percent minus the Net Finance Charge
Portfolio Yield divided by the Annual Portfolio Turnover Rate  and
(ii)   the  Floating  Allocation  Percentage  exceeds  (b)   zero;
provided, however that the Series Discount Factor shall not exceed
4.00%.

    "Series 1999-1 Pay Out Event" shall have the meaning specified
in Section 10 of this Variable Funding Supplement.

     "Series 1999-1 Shortfall" shall mean the amount, if  any,  by
which  (x)  the  sum  of  the  amounts  described  in  subsections
4.6(a)(i)  through  (xv)  of the Agreement  during  the  Revolving
Period  or subsections 4.6(b)(i) through (xi) or 4.6(c)(i) through
(xv)   of  the  Agreement  during  the  Amortization  Period,   as
applicable,  exceeds  (y)  the Total  Finance  Charge  Collections
available for application thereto pursuant to subsections  4.6(a),
(b) or (c) of the Agreement, as applicable, on any Business Day.

     "Series  1999-1 Termination Date" shall mean the  earlier  to
occur  of  (i)  the day after the Distribution Date on  which  the
Series  1999-1  Certificates  are  paid  in  full  including   any
Supplemental  Payments,  or  (ii)  the  Scheduled  Series   1999-1
Termination Date.

     "Series 1999-1 Variable Funding Certificates" shall have  the
meaning   specified  in  Section  1  of  this   Variable   Funding
Supplement.

     "Series Default and Dilution Amount" shall mean: (a) for  any
Monthly  Period, an amount equal to the summation of the  products
of (i) the Floating Allocation Percentage and (ii) the Default and
Dilution  Amount,  as  determined for each Business  Day  in  that
Monthly  Period; and (b) for any Business Day in a Monthly Period,
an  amount  equal  to  the summation of the products  of  (i)  the
Floating  Allocation Percentage and (ii) the Default and  Dilution
Amount, as determined for each Business Day in that Monthly Period
up to and including the subject Business Day.

    "Series Servicing Fee Percentage" shall mean 2.00%.

     "Shared  Principal Collections" shall mean,  as  the  context
requires,  either  (a) the amount allocated to the  Series  1999-1
Certificates which, in accordance with subsections 4.6(e)(iii) and
4.6(f)  of  the Agreement, may be applied to Principal  Shortfalls
with  respect  to  other outstanding Series  or  (b)  the  amounts
allocated  to the investor certificates of other Series which  the
applicable  Supplements for such Series specify are to be  treated
as  "Shared  Principal Collections" and which may  be  applied  to
cover  Principal  Shortfalls with respect  to  the  Series  1999-1
Certificates.

     "Targeted  Holder" shall mean (i) each holder of a  right  to
receive  interest, principal or any other amount with  respect  to
any  Class  C  Certificate  or  any other  certificates  or  other
interest  in  the  Trust,  excluding  any  certificates  or  other
interest  in  the  Trust (including, if applicable,  the  Class  A
Variable  Funding  Certificates and the Class B  Variable  Funding
Certificates)  with respect to which an opinion is  rendered  that
such  certificates or other such interests will be treated as debt
for  federal income tax purposes, and (iii) any holder of a  right
to  receive  any  amount  in respect of the  Transferor  Interest;
provided, that any Person holding more than one interest  each  of
which  would  cause such Person to be a Targeted Holder  shall  be
treated as a single Targeted Holder.

     "Termination Event" shall mean the occurrence of any event or
condition  constituting  a "Termination  Event"  in  the  Class  A
Certificate Purchase Agreement or the Class B Certificate Purchase
Agreement.

    "Termination Payment Date" shall mean the earlier of the first
Distribution  Date  following  the  liquidation  or  sale  of  the
Receivables as a result of an insolvency or bankruptcy  event  and
the occurrence of the Scheduled Series 1999-1 Termination Date.

    "Total Finance Charge Collections" shall mean, with respect to
Series  1999-1 on any Business Day, the sum of (i) the product  of
the  applicable  Investor Percentage for  Series  1999-1  and  the
amount  of Finance Charge Collections for such Business Day,  plus
(ii) on and after the occurrence of and during the continuance  of
a  Discount  Trigger Event the lesser of (a) the sum  of  (x)  the
product  of  the Discount Allocation Percentage for Series  1999-1
and  the  Discount  Amount  for such  Business  Day  and  (y)  the
Carryover Discount Amount for Series 1999-1 for such Business  Day
and  (b) the product of the applicable Investor Percentage for the
Series  1999-1  and the amount of Principal Collections  for  such
Business  Day, plus (iii) available cash investment  earnings  for
such Business Day on amounts on deposit in the Reserve Account  to
the extent such earnings are to be treated as Total Finance Charge
Collections  in  accordance  with  subsection  4.9(b),  plus  (iv)
available  cash  investment earnings  for  such  Business  Day  on
amounts  on deposit in the Interest Funding Account, the Principal
Account, the Proceeds Account or the Excess Purchase Account.

     "Transfer"  shall  have the meaning specified  in  subsection
6.17(a) of the Agreement.

     "VFC  Additional  Class  A Invested Amount"  shall  have  the
meaning specified in subsection 6.15(a) of the Agreement.

     "VFC  Additional  Class  B Invested Amount"  shall  have  the
meaning specified in subsection 6.15(a) of the Agreement.

     "VFC  Additional  Class  C Invested Amount"  shall  have  the
meaning specified in subsection 6.15(a) of the Agreement.

     "VFC  Additional  Invested Amount"  shall  have  the  meaning
specified in subsection 6.15(a) of the Agreement.

     "VFC  Principal Collections" shall mean amounts specified  as
such  in subsections 4.6(a)(v), 4.6(a)(vi), 4.6(a)(vii), 4.6(a)(x)
and 4.6(d) of the Agreement.

     "Yield"  shall,  as the context requires,  have  the  meaning
assigned  to  such  term in the (i) Class A  Certificate  Purchase
Agreement, when used with respect to the Class A Certificates,  or
(ii)  Class  B  Certificate  Purchase Agreement,  when  used  with
respect to the Class B Certificates.

         SECTION 3 Reassignment and Certain Transfer Terms.

          (a)  The Series 1999-1 Certificates shall be subject  to
termination  by  the Transferor, at its option in accordance  with
the  terms specified in subsection 12.2(a) of the Agreement on any
Distribution Date on which the Invested Amount shall be less  than
10%  of  the highest Invested Amount since the Closing Date.   The
deposit required in connection with any such termination and final
distribution  shall be equal to the Invested Amount plus  (i)  all
accrued  and  unpaid  interest on the Series 1999-1  Certificates,
(ii) all accrued and unpaid Class A Program Fees, (iii) all unpaid
Class  A  Additional  Payments and Class A Supplemental  Payments,
(iv)  all  accrued and unpaid Class B Program Fees,  and  (v)  all
unpaid  Class  B  Additional Payments  and  Class  B  Supplemental
Payments, through the day prior to the Distribution Date on  which
the repurchase occurs.

          (b)   In no event shall the Class C Certificates or  any
interest   therein  be  transferred,  sold,  exchanged,   pledged,
participated  or otherwise assigned, in whole or in  part,  unless
the  Transferor shall have consented in writing to  such  transfer
and  unless  (l)  the  Rating  Agency Condition  shall  have  been
satisfied,  and (2) the Trustee shall have received an Opinion  of
Counsel,  which shall not be at the expense of the  Trustee,  that
such  transfer  does  not  (i) adversely  affect  the  conclusions
reached  in  any  of  the federal income tax  opinions  dated  the
applicable  Closing Date issued in connection  with  the  original
issuance of any Series of Investor Certificates or (ii) result  in
a taxable event to the holders of any such Series.

          (c)   Each Series 1999-1 Certificateholder, by accepting
and  holding a Series 1999-1 Certificate or interest therein, will
be  deemed to have represented and warranted that it is not (i) an
employee  benefit plan (as defined in Section 3(3) of ERISA)  that
is  subject  to the provisions of Title I of ERISA,  (ii)  a  plan
described  in Section 4975(e)(1) of the Code, or (iii)  an  entity
whose  underlying assets include plan assets by reason of a plan's
investment in the entity.

          SECTION  4  Delivery and Payment for the  Series  1999-1
Certificates.  The Transferor shall execute and deliver the Series
1999-1   Certificates  to  the  Trustee  for   authentication   in
accordance  with Section 6.1 of the Agreement.  The Trustee  shall
deliver  the  Series  1999-1 Certificates  when  authenticated  in
accordance with Section 6.2 of the Agreement.

          SECTION 5 Depositary; Form of Delivery of Series  1999-1
Certificates.  The Class A Certificates, the Class B  Certificates
and  the  Class  C Certificates shall be delivered  as  Definitive
Certificates as provided in Section 6.12 of the Agreement.

         SECTION 6 Addition and Removal of Accounts.

          (a)   Paragraph  (b)  of  the definition  of  "Automatic
Additional Account" in Section 1.1 of the Agreement shall read  in
its entirety as follows and shall be applicable only to the Series
1999-1 Certificates:

               "(b)  any  other  consumer  revolving  credit  card
               account, Receivables from which each Rating  Agency
               permits  to  be added automatically to  the  Trust;
               provided:

               (i)        the  Rating Agency Condition shall  have
               been  satisfied  with respect to the  inclusion  of
               such  accounts  as  Automatic  Additional  Accounts
               pursuant to this paragraph (b); and

               (ii)  the  Administrative Agent on  behalf  of  the
               Class    A    Certificateholders   and   Class    B
               Certificateholders shall have consented in  writing
               to  including as Automatic Additional Accounts  any
               Accounts   the  receivables  of  which  have   been
               purchased (but the accounts of which have not  been
               originated)  by  the Originator  or  any  VISAr  or
               MasterCardr  revolving credit card  accounts  which
               have  not  been  originated by  the  Originator  in
               accordance  with  the Credit and Collection  Policy
               substantially  as  in effect on  the  Closing  Date
               (subject   to  changes  therein  which  would   not
               materially  and adversely affect the  interests  of
               the  Series 1999-1 Certificateholders) with respect
               to  the  retail operating subsidiaries of Federated
               as at the Closing Date."

          (b)    Subsection  (viii)  of  Section  2.6(e)  of   the
          Agreement  shall  read in its entirety  as  follows  and
          shall   be   applicable  only  to  the   Series   1999-1
          Certificates:

          "(viii)   the  Administrative Agent  on  behalf  of  the
          Class     A     Certificateholders    and    Class     B
          Certificateholders shall have consented  in  writing  to
          including as Automatic Additional Accounts any  Accounts
          the  receivables of which have been purchased  (but  the
          accounts  of  which  have not been  originated)  by  the
          Originator or any VISAr or MasterCardr revolving  credit
          card  accounts  which have not been  originated  by  the
          Originator  in accordance with the Credit and Collection
          Policy  substantially as in effect on the  Closing  Date
          (subject  to changes therein which would not  materially
          and  adversely affect the interests of the Series 1999-1
          Certificateholders)   with   respect   to   the   retail
          operating  subsidiaries of Federated as at  the  Closing
          Date."

          (c)   Section  2.7(d)  shall read  in  its  entirety  as
          follows and shall be applicable only to the Series 1999-
          1 Certificates:

          "Notwithstanding the foregoing, the Transferor  will  be
          permitted  to  designate Removed Accounts in  connection
          with the sale by Federated or any Affiliate of Federated
          of  all  or  substantially all of the capital  stock  or
          assets of any retail subsidiary of Federated if (A)  the
          conditions  in clauses (i), (iii) and (iv) of subsection
          2.7(b)  have  been  met  and the Transferor  shall  have
          delivered to the Trustee and the Administrative Agent an
          Officer's  Certificate confirming  the  compliance  with
          such  conditions  and  (B) the Administrative  Agent  on
          behalf of the Class A Certificateholders and the Class B
          Certificateholders  has consented  in  writing  to  such
          sale."

           SECTION  7 Article IV of Agreement.  Sections 4.1,  4.2
and  4.3  of  the  Agreement shall be read in  their  entirety  as
provided  in  the Agreement.  Article IV of the Agreement  (except
for  Sections 4.1, 4.2 and 4.3 thereof) shall read in its entirety
as  follows  and  shall be applicable only to  the  Series  1999-1
Certificates:

                            ARTICLE IV

                 RIGHTS OF CERTIFICATEHOLDERS AND
             ALLOCATION AND APPLICATION OF COLLECTIONS

                   Section  4.4 Rights of Certificateholders.  The
               Series    1999-1   Certificates   shall   represent
               Undivided Interests in the Trust, consisting of the
               right  to receive, to the extent necessary to  make
               the  required payments with respect to such  Series
               1999-1 Certificates at the times and in the amounts
               specified  in  this  Agreement,  (a)  the  Floating
               Allocation Percentage and Fixed/Floating Allocation
               Percentage  (as applicable from time  to  time)  of
               Collections   received   with   respect   to    the
               Receivables  and  (b)  funds  on  deposit  in   the
               Collection  Account and the Excess Funding  Account
               (for    such    Series,    the    "Series    1999-1
               Certificateholders'  Interest").    The   Class   B
               Invested  Amount  and the Class C  Invested  Amount
               shall  be  subordinate to the Class A Certificates,
               and   the   Class  C  Invested  Amount   shall   be
               subordinated to the Class B Certificates.  From and
               after  the  Amortization Period Commencement  Date,
               the Class B Certificates will not have the right to
               receive  payments of principal until  the  Class  A
               Invested  Amount  has been paid in  full,  and  the
               Class  C  Certificates will not have the  right  to
               receive  payments of principal until  the  Class  A
               Invested  Amount  and the Class B  Invested  Amount
               have   been   paid   in  full.   The   Exchangeable
               Transferor  Certificate  shall  not  represent  any
               interest  in the Collection Account or  the  Excess
               Funding Account, except as specifically provided in
               this Article IV.

                   Section  4.5  Collections and Allocation.   The
               Servicer will apply or will instruct the Trustee to
               apply  all  funds  on  deposit  in  the  Collection
               Account  or  the  Excess Funding Account  that  are
               allocable  to  the  Series 1999-1  Certificates  as
               described  in  this Article IV.  On  each  Business
               Day, the Servicer shall determine whether a Pay Out
               Event  is  deemed to have occurred with respect  to
               the  Series  1999-1 Certificates, and the  Servicer
               shall  allocate Collections in accordance with  the
               Daily  Report with respect to such Business Day  in
               accordance  with the terms of Section  4.6  of  the
               Agreement.

                   Section 4.6 Application of Funds on Deposit  in
               the   Collection  Account  for  the  Series  1999-1
               Certificates.   (a)   On  each  Business  Day  with
               respect to the Revolving Period, the Servicer shall
               instruct the Trustee in writing to withdraw and the
               Trustee,    acting   in   accordance   with    such
               instructions,  shall withdraw,  to  the  extent  of
               Total   Finance  Charge  Collections,  the  amounts
               required   to  be  withdrawn  from  the  Collection
               Account  pursuant to subsections 4.6(a)(i)  through
               4.6(a)(xvi) of the Agreement.

                          (i)   Class A Interest and Program Fees.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall  withdraw  from  the Collection  Account  and
               deposit into the Interest Funding Account,  to  the
               extent of Total Finance Charge Collections for such
               Business Day, an amount equal to sum of the Class A
               Interest and the Class A Program Fees accrued since
               the  preceding  Business  Day  plus  any  Class   A
               Interest  or  Class  A Program  Fees  accrued  with
               respect   to  any  prior  Business  Day   but   not
               previously  deposited  into  the  Interest  Funding
               Account, including, without limitation, any amounts
               described in the last sentence of the definition of
               Class A Carrying Costs.

                          (ii)  Class B Interest and Program Fees.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall  withdraw  from  the Collection  Account  and
               deposit into the Interest Funding Account,  to  the
               extent of Total Finance Charge Collections for such
               Business   Day   (after  giving   effect   to   the
               withdrawals pursuant to subsection 4.6(a)(i) of the
               Agreement), an amount equal to the sum of the Class
               B  Interest  and the Class B Program  Fees  accrued
               since  the preceding Business Day plus any Class  B
               Interest  or  Class  B Program  Fees  accrued  with
               respect   to  any  prior  Business  Day   but   not
               previously  deposited  into  the  Interest  Funding
               Account, including, without limitation, any amounts
               described in the last sentence of the definition of
               Class B Carrying Costs.

                          (iii)   Investor Servicing  Fee  Payable
               from   Interchange.  On  each  Business  Day,   the
               Trustee,  acting  in accordance  with  instructions
               from   the   Servicer,  shall  withdraw  from   the
               Collection Account and distribute to the  Servicer,
               to  the  extent of the lesser of (A) Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsection 4.6(a)(i) and (ii) of the Agreement) and
               (B)  Interchange Collections for such Business Day,
               the   Investor  Servicing  Fee  accrued  since  the
               preceding  Business Day plus any Investor Servicing
               Fee  due with respect to any prior Business Day but
               not distributed to the Servicer.

                          (iv)   Investor Servicing Fee.  On  each
               Business Day, if FDSNB or any Affiliate of FDSNB is
               not the Servicer, the Trustee, acting in accordance
               with instructions from the Servicer, shall withdraw
               from  the Collection Account and distribute to  the
               Servicer,  to  the extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to  subsection
               4.6(a)(i)  through  (iii) of  the  Agreement),  the
               Investor  Servicing Fee accrued since the preceding
               Business  Day plus any Investor Servicing  Fee  due
               with  respect  to any prior Business  Day  but  not
               distributed  to  the Servicer, to  the  extent  not
               withdrawn   on  such  Business  Day   pursuant   to
               subsection 4.6(a)(iii) of the Agreement.

                           (v)    Investor  Default   Amount   and
               Uncovered  Dilution Amount.  On each Business  Day,
               the Trustee, acting in accordance with instructions
               from   the   Servicer,  shall  withdraw  from   the
               Collection Account, to the extent of Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsections   4.6(a)(i)   through   (iv)   of   the
               Agreement), an amount equal to the sum of  (A)  the
               aggregate Investor Default Amount for such Business
               Day,  plus  (B) the unpaid Investor Default  Amount
               for   any  previous  Business  Day,  plus  (C)  the
               Investor   Uncovered  Dilution  Amount   for   such
               Business   Day,   plus  (D)  the  unpaid   Investor
               Uncovered Dilution Amount for any previous Business
               Day,  such  amount to be treated as  VFC  Principal
               Collections during the Revolving Period.

                          (vi)   Reimbursement of Class A Investor
               Charge-Offs.   On each Business Day,  the  Trustee,
               acting  in  accordance with instructions  from  the
               Servicer,   shall  withdraw  from  the   Collection
               Account,  to  the  extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to subsections
               4.6(a)(i) through (v) of the Agreement), an  amount
               equal  to the unreimbursed Class A Investor Charge-
               Offs,  such  amount to be treated as VFC  Principal
               Collections during the Revolving Period.

                           (vii)    Reimbursement   of   Class   B
               Reductions.   On  each Business Day,  the  Trustee,
               acting  in  accordance with instructions  from  the
               Servicer,   shall  withdraw  from  the   Collection
               Account,  to  the  extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to subsections
               4.6(a)(i) through (vi) of the Agreement), an amount
               equal  to the unreimbursed Class B Investor Charge-
               Offs  and  other reductions to the Class B Invested
               Amount  pursuant  to clause (d) of  the  definition
               thereof, such amount to be treated as VFC Principal
               Collections during the Revolving Period.

                          (viii) Class A Additional Payments.   On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to the Class A Certificateholders, to the extent of
               Total  Finance Charge Collections for such Business
               Day   (after   giving  effect  to  the  withdrawals
               pursuant  to subsection 4.6(a)(i) through (vii)  of
               the   Agreement),  the  portion  of  the  Class   A
               Additional  Payments  accrued since  the  preceding
               Business  Day plus any Class A Additional  Payments
               due  with respect to any prior Business Day but not
               distributed to the Class A Certificateholders, with
               interest  thereon  as  provided  in  the  Class   A
               Certificate Purchase Agreement.

                          (ix)  Class  B Additional Payments.   On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to the Class B Certificateholders, to the extent of
               Total  Finance Charge Collections for such Business
               Day   (after   giving  effect  to  the  withdrawals
               pursuant to subsection 4.6(a)(i) through (viii)  of
               the   Agreement),  the  portion  of  the  Class   B
               Additional  Payments  accrued since  the  preceding
               Business  Day plus any Class B Additional  Payments
               with  respect  to any prior Business  Day  but  not
               distributed to the Class B Certificateholders, with
               interest  thereon  as  provided  in  the  Class   B
               Certificate Purchase Agreement.

                         (x)  Reimbursement of Class C Reductions.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account, to  the
               extent of Total Finance Charge Collections for such
               Business Day after giving effect to the withdrawals
               pursuant to subsections 4.6(a)(i) through  (ix)  of
               the Agreement), an amount equal to the unreimbursed
               Class  C  Investor Charge-Offs and other reductions
               to  the  Class C Invested Amount pursuant to clause
               (d)  of the definition thereof, such amount  to  be
               treated  as  VFC Principal Collections  during  the
               Revolving Period.

                         (xi)  Class C Interest.  On each Business
               Day,   the  Trustee,  acting  in  accordance   with
               instructions from the Servicer, shall withdraw from
               the  Collection  Account and pay  to  the  Class  C
               Certificateholders to the extent of  Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsections   4.6(a)(i)   through   (x)   of    the
               Agreement),  an amount equal to (x) the  amount  of
               interest  which  has accrued with  respect  to  the
               outstanding aggregate principal amount of the Class
               C  Certificates at the Class C Certificate Rate but
               which   has   not  been  paid  to   the   Class   C
               Certificateholders plus (y) additional interest  at
               the  Class C Certificate Rate for interest that has
               accrued  on interest that was due pursuant to  this
               subsection but was not previously paid to the Class
               C Certificateholders.

                          (xii) Required Reserve Amount.  On  each
               Business  Day,  the Trustee, acting  in  accordance
               with instructions from the Servicer, shall withdraw
               from  the  Collection Account and deposit into  the
               Reserve  Account,  to the extent of  Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsections   4.6(a)(i)   through   (xi)   of   the
               Agreement), an amount equal to the excess, if  any,
               of  the  Required Reserve Amount (determined  after
               all deposits, withdrawals, reductions, payments and
               adjustments to be made with respect to  such  date)
               over  the Available Reserve Amount (without  giving
               effect  to  any deposit made on such  Business  Day
               under Section 4.6).

                         (xiii) Class A Supplemental Payments.  On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to  the  Class  A  Agent, to the  extent  of  Total
               Finance  Charge Collections for such  Business  Day
               (after giving effect to the withdrawals pursuant to
               subsections   4.6(a)(i)  through   (xii)   of   the
               Agreement),  an  amount equal to  the  sum  of  all
               unpaid Class A Supplemental Payments.

                          (xiv) Class B Supplemental Payments.  On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to  the  Class  B  Agent, to the  extent  of  Total
               Finance  Charge Collections for such  Business  Day
               (after giving effect to the withdrawals pursuant to
               subsections   4.6(a)(i)  through  (xiii)   of   the
               Agreement),  an  amount equal to  the  sum  of  all
               unpaid Class B Supplemental Payments.

                           (xv)  FDSNB  Servicing  Fee.  On   each
               Business Day, if FDSNB or any Affiliate of FDSNB is
               the  Servicer,  the Trustee, acting  in  accordance
               with instructions from the Servicer, shall withdraw
               from  the Collection Account and distribute to  the
               Servicer,  to  the extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to subsections
               4.6(a)(i)  through  (xiv)  of  the  Agreement)  the
               Investor  Servicing Fee accrued since the preceding
               Business  Day plus any Investor Servicing  Fee  due
               with  respect  to any prior Business  Day  but  not
               distributed  to  the Servicer, to  the  extent  not
               withdrawn   on  such  Business  Day   pursuant   to
               subsection 4.6(a)(iii) of the Agreement.

                         (xvi)  Excess Finance Charge Collections.
               Any amounts remaining in the Collection Account  to
               the  extent of the Total Finance Charge Collections
               for  such Business Day (after giving effect to  the
               withdrawals   pursuant  to  subsections   4.6(a)(i)
               through (xv) of the Agreement) shall be treated  as
               Excess  Finance  Charge  Collections  allocable  to
               other  Series  in Group I, and the  Servicer  shall
               direct the Trustee in writing on each Business  Day
               to  withdraw and the Trustee, acting in  accordance
               with such instructions, shall withdraw such amounts
               from  the  Collection Account and first  make  such
               amounts   available   as  Excess   Finance   Charge
               Collections to pay to Certificateholders  of  other
               Series  in Group I to the extent of shortfalls,  if
               any,  in amounts payable to such certificateholders
               from  Finance Charge Collections allocated to  such
               other  Series,  then  pay any  unpaid  commercially
               reasonable  costs  and  expenses  of  a   Successor
               Servicer, if any, and then pay any remaining Excess
               Finance Charge Collections to the Transferor.

                   (b)   On  each Business Day prior to  the  last
               Business Day of any Monthly Period with respect  to
               the   Amortization  Period,  the   Servicer   shall
               instruct the Trustee in writing to withdraw and the
               Trustee,    acting   in   accordance   with    such
               instructions,  shall withdraw,  to  the  extent  of
               Total   Finance  Charge  Collections,  the  amounts
               required   to  be  withdrawn  from  the  Collection
               Account  pursuant to subsections 4.6(b)(i)  through
               4.6(b)(xii) of the Agreement.

                          (i)   Class A Interest and Program Fees.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall  withdraw  from  the Collection  Account  and
               deposit into the Interest Funding Account,  to  the
               extent of Total Finance Charge Collections for such
               Business  Day, an amount equal to the  sum  of  the
               Class  A  Interest  and the Class  A  Program  Fees
               accrued  since the preceding Business Day plus  any
               Class  A  Interest or Class A Program Fees  accrued
               with  respect  to any prior Business  Day  but  not
               previously  deposited  into  the  Interest  Funding
               Account, including, without limitation, any amounts
               described in the last sentence of the definition of
               Class A Carrying Costs.

                          (ii)  Class B Interest and Program Fees.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall  withdraw  from  the Collection  Account  and
               deposit into the Interest Funding Account,  to  the
               extent of Total Finance Charge Collections for such
               Business   Day   (after  giving   effect   to   the
               withdrawals pursuant to subsection 4.6(b)(i) of the
               Agreement), an amount equal to the sum of the Class
               B  Interest  and the Class B Program  Fees  accrued
               since  the preceding Business Day plus any Class  B
               Interest  or  Class  B Program  Fees  accrued  with
               respect   to  any  prior  Business  Day   but   not
               previously  deposited  into  the  Interest  Funding
               Account, including, without limitation, any amounts
               described in the last sentence of the definition of
               Class B Carrying Costs.

                          (iii)   Investor Servicing  Fee  Payable
               from   Interchange.  On  each  Business  Day,   the
               Trustee,  acting  in accordance  with  instructions
               from   the   Servicer,  shall  withdraw  from   the
               Collection Account and distribute to the  Servicer,
               to  the  extent of the lesser of (A) Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsection 4.6(b)(i) and (ii) of the Agreement) and
               (B)  Interchange Collections for such Business Day,
               the   Investor  Servicing  Fee  accrued  since  the
               preceding  Business Day plus any Investor Servicing
               Fee  due with respect to any prior Business Day but
               not distributed to the Servicer.

                          (iv)   Investor Servicing Fee.  On  each
               Business Day, if FDSNB or any Affiliate of FDSNB is
               not the Servicer, the Trustee, acting in accordance
               with instructions from the Servicer, shall withdraw
               from  the Collection Account and distribute to  the
               Servicer,  to  the extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to  subsection
               4.6(b)(i)  through  (iii) of  the  Agreement),  the
               Investor  Servicing Fee accrued since the preceding
               Business  Day plus any Investor Servicing  Fee  due
               with  respect  to any prior Business  Day  but  not
               distributed  to  the Servicer, to  the  extent  not
               withdrawn   on  such  Business  Day   pursuant   to
               subsection 4.6(a)(iii) of the Agreement.

                           (v)    Investor  Default   Amount   and
               Uncovered  Dilution Amount.  On each Business  Day,
               the Trustee, acting in accordance with instructions
               from   the   Servicer,  shall  withdraw  from   the
               Collection Account, to the extent of Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsections   4.6(b)(i)   through   (iv)   of   the
               Agreement), an amount equal to the sum of  (A)  the
               aggregate Investor Default Amount for such Business
               Day,  plus  (B) the unpaid Investor Default  Amount
               for   any  previous  Business  Day,  plus  (C)  the
               Investor   Uncovered  Dilution  Amount   for   such
               Business   Day,   plus  (D)  the  unpaid   Investor
               Uncovered Dilution Amount for any previous Business
               Day, such amount to be deposited into the Principal
               Account  or paid pursuant to subsection  4.6(e)  to
               the     applicable    Class    or    Classes     of
               Certificateholders on such Business Day.

                          (vi)   Reimbursement of Class A Investor
               Charge-Offs.   On each Business Day,  the  Trustee,
               acting  in  accordance with instructions  from  the
               Servicer,   shall  withdraw  from  the   Collection
               Account,  to  the  extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to subsections
               4.6(b)(i) through (v) of the Agreement), an  amount
               equal  to the unreimbursed Class A Investor Charge-
               Offs,   such  amount  to  be  deposited  into   the
               Principal  Account or paid pursuant  to  subsection
               4.6(e)  to  the  applicable  Class  or  Classes  of
               Certificateholders on such Business Day.

                           (vii)    Reimbursement   of   Class   B
               Reductions.   On  each Business Day,  the  Trustee,
               acting  in  accordance with instructions  from  the
               Servicer,   shall  withdraw  from  the   Collection
               Account,  to  the  extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to subsections
               4.6(b)(i) through (vi) of the Agreement), an amount
               equal  to the unreimbursed Class B Investor Charge-
               Offs  and  other reductions to the Class B Invested
               Amount  pursuant  to clause (d) of  the  definition
               thereof  ,  such  amount to be deposited  into  the
               Principal  Account or paid pursuant  to  subsection
               4.6(e)  to  the  applicable  Class  or  Classes  of
               Certificateholders on such Business Day.

                          (viii) Class A Additional Payments.   On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to the Class A Certificateholders, to the extent of
               Total  Finance Charge Collections for such Business
               Day   (after   giving  effect  to  the  withdrawals
               pursuant  to subsection 4.6(b)(i) through (vii)  of
               the   Agreement),  the  portion  of  the  Class   A
               Additional  Payments  accrued since  the  preceding
               Business  Day plus any Class A Additional  Payments
               due  with respect to any prior Business Day but not
               distributed to the Class A Certificateholders, with
               interest  thereon  as  provided  in  the  Class   A
               Certificate Purchase Agreement.

                          (ix)  Class  B Additional Payments.   On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to the Class B Certificateholders, to the extent of
               Total  Finance Charge Collections for such Business
               Day   (after   giving  effect  to  the  withdrawals
               pursuant to subsection 4.6(b)(i) through (viii)  of
               the   Agreement),  the  portion  of  the  Class   B
               Additional  Payments  accrued since  the  preceding
               Business  Day plus any Class B Additional  Payments
               due  with respect to any prior Business Day but not
               distributed to the Class B Certificateholders, with
               interest  thereon  as  provided  in  the  Class   B
               Certificate Purchase Agreement.

                         (x)  Reimbursement of Class C Reductions.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account, to  the
               extent of Total Finance Charge Collections for such
               Business Day after giving effect to the withdrawals
               pursuant to subsections 4.6(b)(i) through  (ix)  of
               the Agreement), an amount equal to the unreimbursed
               Class  C  Investor Charge-Offs and other reductions
               to  the  Class C Invested Amount pursuant to clause
               (d)  of the definition thereof, such amount  to  be
               deposited  into  the  Principal  Account  or   paid
               pursuant  to  subsection 4.6(e) to  the  applicable
               Class  or  Classes  of Certificateholders  on  such
               Business Day.

                          (xi)  Required Reserve Amount.  On  each
               Business  Day,  the Trustee, acting  in  accordance
               with instructions from the Servicer, shall withdraw
               from  the  Collection Account and deposit into  the
               Reserve  Account,  to the extent of  Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsections   4.6(b)(i)   through   (x)   of    the
               Agreement), an amount equal to the excess, if  any,
               of  the  Required Reserve Amount (determined  after
               all deposits, withdrawals, reductions, payments and
               adjustments to be made with respect to  such  date)
               over  the Available Reserve Amount (without  giving
               effect  to  any deposit made on such  Business  Day
               under Section 4.6).

                         (xii)  Excess Finance Charge Collections.
               The Trustee, acting in accordance with instructions
               from   the  Servicer,  shall  deposit  any  amounts
               remaining  in the Collection Account to the  extent
               of  the  Total Finance Charge Collections for  such
               Business   Day   (after  giving   effect   to   the
               withdrawals   pursuant  to  subsections   4.6(b)(i)
               through  (xi) of the Agreement) into the Collection
               Account  and  shall  add such funds  to  the  Total
               Finance   Charge  Collections  on  each  subsequent
               Business Day in such Monthly Period until the  last
               Business Day of the related Monthly Period.

                   (c)   On  the last Business Day of each Monthly
               Period with respect to the Amortization Period, the
               Servicer  shall instruct the Trustee in writing  to
               withdraw and the Trustee, acting in accordance with
               such instructions, shall withdraw, to the extent of
               Total   Finance  Charge  Collections,  the  amounts
               required   to  be  withdrawn  from  the  Collection
               Account  pursuant to subsections 4.6(c)(i)  through
               4.6(c)(xvi) of the Agreement.

                          (i)   Class A Interest and Program Fees.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall  withdraw  from  the Collection  Account  and
               deposit into the Interest Funding Account,  to  the
               extent of Total Finance Charge Collections for such
               Business  Day, an amount equal to the  sum  of  the
               Class  A  Interest and Class A Program Fees accrued
               since  the preceding Business Day plus any Class  A
               Interest  or  Class  A Program  Fees  accrued  with
               respect   to  any  prior  Business  Day   but   not
               previously  deposited  into  the  Interest  Funding
               Account, including, without limitation, any amounts
               described in the last sentence of the definition of
               Class A Carrying Costs.

                          (ii)  Class B Interest and Program Fees.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall  withdraw  from  the Collection  Account  and
               deposit into the Interest Funding Account,  to  the
               extent of Total Finance Charge Collections for such
               Business   Day   (after  giving   effect   to   the
               withdrawals pursuant to subsection 4.6(c)(i) of the
               Agreement), an amount equal to the sum of the Class
               B  Interest  and the Class B Program  Fees  accrued
               since  the preceding Business Day plus any Class  B
               Interest  or the Class B Program Fees accrued  with
               respect   to  any  prior  Business  Day   but   not
               previously  deposited  into  the  Interest  Funding
               Account, including, without limitation, any amounts
               described in the last sentence of the definition of
               Class B Carrying Costs.

                          (iii)   Investor Servicing  Fee  Payable
               from   Interchange.  On  each  Business  Day,   the
               Trustee,  acting  in accordance  with  instructions
               from   the   Servicer,  shall  withdraw  from   the
               Collection Account and distribute to the  Servicer,
               to  the  extent of the lesser of (A) Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsection 4.6(c)(i) and (ii) of the Agreement) and
               (B)  Interchange Collections for such Business Day,
               the   Investor  Servicing  Fee  accrued  since  the
               preceding  Business Day plus any Investor Servicing
               Fee  due with respect to any prior Business Day but
               not distributed to the Servicer.

                          (iv)   Investor Servicing Fee.  On  each
               Business Day, if FDSNB or any Affiliate of FDSNB is
               not the Servicer, the Trustee, acting in accordance
               with instructions from the Servicer, shall withdraw
               from  the Collection Account and distribute to  the
               Servicer,  to  the extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to  subsection
               4.6(c)(i)  through  (iii) of  the  Agreement),  the
               Investor  Servicing Fee accrued since the preceding
               Business  Day plus any Investor Servicing  Fee  due
               with  respect  to any prior Business  Day  but  not
               distributed  to  the Servicer, to  the  extent  not
               withdrawn   on  such  Business  Day   pursuant   to
               subsection 4.6(c)(iii) of the Agreement.

                           (v)    Investor  Default   Amount   and
               Uncovered  Dilution Amount.  On each Business  Day,
               the Trustee, acting in accordance with instructions
               from   the   Servicer,  shall  withdraw  from   the
               Collection Account, to the extent of Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsections   4.6(c)(i)   through   (iv)   of   the
               Agreement), an amount equal to the sum of  (A)  the
               aggregate Investor Default Amount for such Business
               Day,  plus  (B) the unpaid Investor Default  Amount
               for   any  previous  Business  Day,  plus  (C)  the
               Investor   Uncovered  Dilution  Amount   for   such
               Business   Day,   plus  (D)  the  unpaid   Investor
               Uncovered Dilution Amount for any previous Business
               Day, such amount to be deposited into the Principal
               Account  or paid pursuant to subsection  4.6(e)  to
               the     applicable    Class    or    Classes     of
               Certificateholders on such Business Day.

                          (vi)   Reimbursement of Class A Investor
               Charge-Offs.   On each Business Day,  the  Trustee,
               acting  in  accordance with instructions  from  the
               Servicer,   shall  withdraw  from  the   Collection
               Account,  to  the  extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to subsections
               4.6(c)(i) through (v) of the Agreement), an  amount
               equal  to the unreimbursed Class A Investor Charge-
               Offs,   such  amount  to  be  deposited  into   the
               Principal  Account or paid pursuant  to  subsection
               4.6(e)  to  the  applicable  Class  or  Classes  of
               Certificateholders on such Business Day.

                           (vii)    Reimbursement   of   Class   B
               Reductions.   On  each Business Day,  the  Trustee,
               acting  in  accordance with instructions  from  the
               Servicer,   shall  withdraw  from  the   Collection
               Account,  to  the  extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to subsections
               4.6(c)(i) through (vi) of the Agreement), an amount
               equal  to the unreimbursed Class B Investor Charge-
               Offs  and  other reductions to the Class B Invested
               Amount  pursuant  to clause (d) of  the  definition
               thereof,  such  amount  to be  deposited  into  the
               Principal  Account or paid pursuant  to  subsection
               4.6(e)  to  the  applicable  Class  or  Classes  of
               Certificateholders on such Business Day.

                          (viii) Class A Additional Payments.   On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to the Class A Certificateholders, to the extent of
               Total  Finance Charge Collections for such Business
               Day   (after   giving  effect  to  the  withdrawals
               pursuant  to subsection 4.6(c)(i) through (vii)  of
               the   Agreement),  the  portion  of  the  Class   A
               Additional  Payments  accrued since  the  preceding
               Business  Day plus any Class A Additional  Payments
               due  with respect to any prior Business Day but not
               distributed to the Class A Certificateholders, with
               interest  thereon  as  provided  in  the  Class   A
               Certificate Purchase Agreement.

                          (ix)  Class  B Additional Payments.   On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to the Class B Certificateholders, to the extent of
               Total  Finance Charge Collections for such Business
               Day   (after   giving  effect  to  the  withdrawals
               pursuant to subsection 4.6(c)(i) through (viii)  of
               the   Agreement),  the  portion  of  the  Class   B
               Additional  Payments  accrued since  the  preceding
               Business  Day plus any Class B Additional  Payments
               due  with respect to any prior Business Day but not
               distributed to the Class B Certificateholders, with
               interest  thereon  as  provided  in  the  Class   B
               Certificate Purchase Agreement.

                         (x)  Reimbursement of Class C Reductions.
               On  each  Business  Day,  the  Trustee,  acting  in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account, to  the
               extent of Total Finance Charge Collections for such
               Business Day after giving effect to the withdrawals
               pursuant to subsections 4.6(c)(i) through  (ix)  of
               the Agreement), an amount equal to the unreimbursed
               Class  C  Investor Charge-Offs and other reductions
               to  the  Class C Invested Amount pursuant to clause
               (d)  of the definition thereof, such amount  to  be
               deposited  into  the  Principal  Account  or   paid
               pursuant  to  subsection 4.6(e) to  the  applicable
               Class  or  Classes  of Certificateholders  on  such
               Business Day.

                         (xi)  Class C Interest.  On each Business
               Day,   the  Trustee,  acting  in  accordance   with
               instructions from the Servicer, shall withdraw from
               the  Collection  Account and pay  to  the  Class  C
               Certificateholders to the extent of  Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsections   4.6(c)(i)   through   (x)   of    the
               Agreement),  an amount equal to (x) the  amount  of
               interest  which  has accrued with  respect  to  the
               outstanding aggregate principal amount of the Class
               C  Certificates at the Class C Certificate Rate but
               which   has   not  been  paid  to   the   Class   C
               Certificateholders plus (y) additional interest  at
               the  Class C Certificate Rate for interest that has
               accrued  on interest that was due pursuant to  this
               subsection but was not previously paid to the Class
               C Certificateholders.

                          (xii) Required Reserve Amount.  On  each
               Business  Day,  the Trustee, acting  in  accordance
               with instructions from the Servicer, shall withdraw
               from  the  Collection Account and deposit into  the
               Reserve  Account,  to the extent of  Total  Finance
               Charge  Collections  for such Business  Day  (after
               giving  effect  to  the  withdrawals  pursuant   to
               subsections   4.6(c)(i)   through   (xi)   of   the
               Agreement), an amount equal to excess, if  any,  of
               the  Required Reserve Amount (determined after  all
               deposits,  withdrawals,  reductions,  payments  and
               adjustments to be made with respect to  such  date)
               over  the Available Reserve Amount (without  giving
               effect  to  any deposit made on such  Business  Day
               under Section 4.6).

                         (xiii) Class A Supplemental Payments.  On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to  the  Class  A  Agent, to the  extent  of  Total
               Finance  Charge Collections for such  Business  Day
               (after giving effect to the withdrawals pursuant to
               subsections   4.6(c)(i)  through   (xii)   of   the
               Agreement),  an  amount equal to  the  sum  of  all
               unpaid Class A Supplemental Payments.

                          (xiv) Class B Supplemental Payments.  On
               each   Business   Day,  the  Trustee,   acting   in
               accordance  with  instructions from  the  Servicer,
               shall withdraw from the Collection Account and  pay
               to  the  Class  B  Agent, to the  extent  of  Total
               Finance  Charge Collections for such  Business  Day
               (after giving effect to the withdrawals pursuant to
               subsections   4.6(c)(i)  through  (xiii)   of   the
               Agreement),  an  amount equal to  the  sum  of  all
               unpaid Class B Supplemental Payments.

                           (xv)  FDSNB  Servicing  Fee.  On   each
               Business Day, if FDSNB or any Affiliate of FDSNB is
               the  Servicer,  the Trustee, acting  in  accordance
               with instructions from the Servicer, shall withdraw
               from  the Collection Account and distribute to  the
               Servicer,  to  the extent of Total  Finance  Charge
               Collections  for  such Business Day  (after  giving
               effect  to  the withdrawals pursuant to subsections
               4.6(c)(i)  through  (xiv)  of  the  Agreement)  the
               Investor  Servicing Fee accrued since the preceding
               Business  Day plus any Investor Servicing  Fee  due
               with  respect  to any prior Business  Day  but  not
               distributed  to  the Servicer, to  the  extent  not
               withdrawn   on  such  Business  Day   pursuant   to
               subsection 4.6(c)(iii) of the Agreement.

                         (xvi)  Excess Finance Charge Collections.
               Any amounts remaining in the Collection Account  to
               the  extent of Total Finance Charge Collections for
               such  Business  Day  (after giving  effect  to  the
               withdrawals   pursuant  to  subsections   4.6(c)(i)
               through (xv) of the Agreement), shall be treated as
               Excess  Finance  Charge  Collections  allocable  to
               other  Series  in Group I, and the  Servicer  shall
               direct the Trustee in writing on such Business  Day
               to   withdraw  such  amounts  from  the  Collection
               Account and to first make such amounts available as
               Excess   Finance  Charge  Collections  to  pay   to
               Certificateholders of other Series in  Group  I  to
               the  extent  of  shortfalls,  if  any,  in  amounts
               payable  to  such certificateholders  from  Finance
               Charge  Collections allocated to such other Series,
               then  to  pay  any  unpaid commercially  reasonable
               costs and expenses of a Successor Servicer, if any,
               and  then  pay any remaining Excess Finance  Charge
               Collections to the Transferor.

                   (d)   For  each Business Day (i) the  funds  on
               deposit in the Collection Account in an amount  not
               to  exceed, during the Revolving Period, the sum of
               the  Class B Floating Allocation Percentage and the
               Class  C Floating Allocation Percentage or,  during
               the  Amortization Period, the sum of  the  Class  B
               Fixed/Floating Allocation Percentage and the  Class
               C   Fixed/Floating  Allocation  Percentage  of  Net
               Principal Collections with respect to such Business
               Day  shall  be applied by the Servicer  or  by  the
               Trustee  acting in accordance with the instructions
               of    the   Servicer   as   Reallocated   Principal
               Collections  to the extent necessary to  pay  first
               the  Class A Required Amount and then the  Class  B
               Required  Amount on such Business Day as  described
               in  subsection 4.7(c) of the Agreement and (ii) the
               remainder of the Net Principal Collections shall be
               treated as VFC Principal Collections and applied as
               provided in subsection 4.6(f) of the Agreement.

                   (e)   For  each Business Day on and  after  the
               Amortization Period Commencement Date, the funds on
               deposit   in   the  Collection  Account   will   be
               distributed  by  the Trustee acting  in  accordance
               with  the  instructions  of  the  Servicer  in  the
               following priority:

                          (i)   an amount equal to the sum of  (A)
               Net  Principal  Collections for such  Business  Day
               (minus   the   amount   of  Reallocated   Principal
               Collections with respect to such Business Day which
               is  required  to  fund  a  deficiency  pursuant  to
               subsection  4.7(c)  of  the  Agreement   for   such
               Business Day, if any), (B) any amount on deposit in
               the   Excess  Funding  Account  allocated  to   the
               Investor Certificates on such Business Day, and (C)
               the  aggregate amounts, if any, allocated  on  such
               Business  Day  pursuant  to subsections  4.6(b)(v),
               (vi), (vii) or (x) or 4.6(c)(v), (vi), (vii) or (x)
               (such  sum, the "Class A Daily Principal  Amount"),
               plus  the  amount  of Shared Principal  Collections
               allocated  to  the  Series 1999-1  Certificates  in
               accordance with Sections 4.3(e) and 4.6(f)  of  the
               Agreement,  will  be deposited into  the  Principal
               Account until the amount on deposit therein  equals
               the Class A Invested Amount;

                          (ii)  on and after the Class B Principal
               Payment Commencement Date, an amount equal  to  the
               sum  of  (A)  Net  Principal Collections  for  such
               Business  Day  (minus  the  amount  of  Reallocated
               Principal Collections with respect to such Business
               Day  which  is  required to fund a deficiency  with
               respect  to  the Class B Certificates  pursuant  to
               subsection  4.7(c)  of  the  Agreement   for   such
               Business  Day),  (B) any amount on deposit  in  the
               Excess  Funding Account allocated to  the  Investor
               Certificates  on  such Business Day,  and  (C)  the
               amount,   if   any,  allocated   to   pursuant   to
               subsections  4.6(b)(v), (vii) or (x) or  4.6(c)(v),
               (vii) or (x) of the Agreement with respect to  such
               Business Day, minus, in the case of each of clauses
               (A), (B) and (C) above, the amount thereof paid  to
               the   Class   A   Certificateholders  pursuant   to
               subsection  4.6(e)(i) of the Agreement  (such  sum,
               after  such reduction, the "Class B Daily Principal
               Amount"),  will  be  deposited into  the  Principal
               Account until the amount on deposit therein  equals
               the Class B Invested Amount;

                         (iii)  on and after the Class C Principal
               Payment Commencement Date, an amount equal  to  (A)
               Net  Principal  Collections for such Business  Day,
               (B)  any  amount  on deposit in the Excess  Funding
               Account  allocated to the Class C  Certificates  on
               such  Business  Day, and (C) the  amount,  if  any,
               allocated  to pursuant to subsections 4.6(b)(v)  or
               (x)  or  4.6(c)(v)  or (x) of  the  Agreement  with
               respect to such Business Day, minus, in the case of
               each  of clauses (A), (B) and (C) above, the amount
               thereof  paid  to  the  Class A  Certificateholders
               pursuant  to subsection 4.6(e)(i) of the  Agreement
               or  to  the Class B Certificateholders pursuant  to
               subsection  4.6(e)(ii) of the Agreement (such  sum,
               after  such reduction, the "Class C Daily Principal
               Amount") will be paid to the Holders of the Class C
               Certificates; and

                          (iv)  an amount equal to the balance  of
               any   such  remaining  funds  on  deposit  in   the
               Collection  Account on such Business Day  allocated
               to  the Series 1999-1 Certificates shall be treated
               as  Shared  Principal Collections  and  applied  as
               provided in subsection 4.3(e) of the Agreement.

                   (f)   VFC Principal Collections, to the  extent
               permitted  by  the  Class  A  Certificate  Purchase
               Agreement  and  the  Class B  Certificate  Purchase
               Agreement, as applicable, shall be applied  by  the
               Servicer  or  by the Trustee acting  in  accordance
               with  the  instructions of  the  Servicer  on  each
               Business  Day with respect to the Revolving  Period
               first,  at the option of the Transferor and  in  an
               amount to be determined by the Transferor, to  make
               payments   of   principal  to  (i)  the   Class   A
               Certificateholders, (ii) if after giving effect  to
               such  payment,  both (A) no Series 1999-1  Pay  Out
               Event shall have occurred and be continuing and (B)
               the  Class B Invested Amount shall not be less than
               the  Required Class B Invested Amount, to the Class
               A    Certificateholders    and    the    Class    B
               Certificateholders pro rata based on  the  Invested
               Amount of each such Class on such Business Day,  or
               (iii) if after giving effect to such payment,  both
               (A)  no  Series  1999-1 Pay Out  Event  shall  have
               occurred  and  be  continuing,  (B)  the  Class   B
               Invested Amount shall not be less than the Required
               Class  B  Invested  Amount, and  (C)  the  Class  C
               Invested Amount shall not be less than the Required
               Class   C   Invested  Amount,  to   the   Class   A
               Certificateholders, the Class B  Certificateholders
               and  the Class C Certificateholders pro rata  based
               on  the Invested Amount of each such Class on  such
               Business  Day and, then the remaining VFC Principal
               Collections  shall be treated as  Shared  Principal
               Collections available to make payments with respect
               to  other  Series pursuant to subsection 4.3(e)  of
               the   Agreement.   On  any  Business   Day   Shared
               Principal Collections allocated to the Series 1999-
               1 Certificates for such Business Day may be applied
               by  the  Servicer  or  by  the  Trustee  acting  in
               accordance  with the instructions of the  Servicer,
               at  the  option of the Transferor and in an  amount
               (such amount to be deemed the "Principal Shortfall"
               with respect to the Series 1999-1 Certificates)  to
               be  determined by the Transferor, to make  payments
               of principal to (i) the Class A Certificateholders,
               (ii)  if after giving effect to such payment,  both
               (A)  no  Series  1999-1 Pay Out  Event  shall  have
               occurred  and  be continuing and (B)  the  Class  B
               Invested Amount shall not be less than the Required
               Class   B   Invested  Amount,  to   the   Class   A
               Certificateholders     and     the     Class      B
               Certificateholders pro rata based on  the  Invested
               Amount of each such Class on such Business Day,  or
               (iii) if after giving effect to such payment,  both
               (A)  no  Series  1999-1 Pay Out  Event  shall  have
               occurred  and  be  continuing,  (B)  the  Class   B
               Invested Amount shall not be less than the Required
               Class  B  Invested  Amount, and  (C)  the  Class  C
               Invested Amount shall not be less than the Required
               Class   C   Invested  Amount,  to   the   Class   A
               Certificateholders, the Class B  Certificateholders
               and  the Class C Certificateholders pro rata  based
               on  the Invested Amount of each such Class on  such
               Business Day.  Amounts of principal to be  paid  to
               the  Class  A  Certificateholders or  the  Class  B
               Certificateholders  pursuant  to  this   subsection
               4.6(f)   shall  be  deposited  into  the  Principal
               Account.

                   (g)   At  the option of the Transferor  on  any
               Business  Day,  all  or  any portion  of  Principal
               Collections otherwise to be paid to the  Transferor
               as    Holder   of   the   Exchangeable   Transferor
               Certificate  pursuant to subsection 4.3(b)  of  the
               Agreement  on  such  Business  Day  or  of   Shared
               Principal Collections otherwise to be paid  to  the
               Transferor  pursuant to subsection  4.3(e)  of  the
               Agreement  on  such Business Day may  be  deposited
               into the Reserve Account.

                  Section 4.7 Coverage of Required Amounts for the
               Series 1999-1 Certificates. (a)  To the extent that
               any  amounts  are on deposit in the Excess  Funding
               Account  on  any  Business Day, the Servicer  shall
               apply   Finance  Charge  Collections   that   would
               otherwise  be  allocable to the  Transferor  in  an
               amount  equal to the excess of (x) the  product  of
               (a)  the  Base Rate and (b) the product of (i)  the
               amount on deposit in the Excess Funding Account and
               (ii)  the number of days elapsed since the previous
               Business Day divided by the actual number  of  days
               in  such year over (y) the aggregate amount of  all
               earnings  since the previous Business Day available
               from the Cash Equivalents in which funds on deposit
               in  the  Excess Funding Account are invested,  such
               amount to be applied during the Revolving Period in
               the   manner  specified  in  subsections  4.6(a)(i)
               through  (ix)  and  (xii)  through  (xv)   of   the
               Agreement or during the Amortization Period in  the
               manner  specified in subsections 4.6(b)(i)  through
               (ix)  and  (xi)  of  the Agreement  or  subsections
               4.6(c)(i) through (ix) and (vii) through  (xv),  as
               applicable, of the Agreement.  After giving  effect
               to  such  application, on each  Business  Day,  the
               Servicer  shall  determine  the  Class  A  Required
               Amount, the Class B Required Amount and the  Series
               1999-1  Shortfall, if any.  In the event  that  the
               Class  A  Required  Amount, the  Class  B  Required
               Amount  or  the  Series  1999-1  Shortfall  for   a
               Business  Day  is greater than zero,  the  Servicer
               shall  reflect such positive amount  on  the  Daily
               Report for such Business Day.

                    (b)   To  the  extent  of  any  Series  1999-1
               Shortfall,  the  Servicer shall  apply  any  Excess
               Finance Charge Collections allocable to the  Series
               1999-1  Certificates  in an amount  equal  to  such
               Series 1999-1 Shortfall in the manner specified  in
               subsections 4.6(a)(i) through (xv) of the Agreement
               during  the  Revolving  Period  or  in  the  manner
               specified in subsections 4.6(b)(i) through (xi)  or
               4.6(c)(i)   through  (xv)  of  the  Agreement,   as
               applicable, during the Amortization Period.  Excess
               Finance Charge Collections allocated to the  Series
               1999-1 Certificates for any Business Day shall mean
               an  amount  equal  to  the product  of  (x)  Excess
               Finance Charge Collections available from all other
               Series in Group I for such Business Day and  (y)  a
               fraction, the numerator of which is the Series 1999-
               1   Shortfall  for  such  Business  Day   and   the
               denominator  of  which is the aggregate  amount  of
               shortfalls in required amounts or other amounts  to
               be  paid  from Finance Charge Collections  for  all
               Series in Group I for such Business Day.  If  there
               is  any Class A Required Amount for a Business  Day
               after  such  application of Excess  Finance  Charge
               Collections,  the  amount  thereof,   up   to   the
               Available Reserve Amount, shall be withdrawn by the
               Trustee  acting in accordance with the instructions
               of  the  Servicer  on such Business  Day  from  the
               Reserve  Account  and shall be applied  during  the
               Revolving   Period  in  the  manner  specified   in
               subsections 4.6(a)(i), (v), (vi) or (viii)  of  the
               Agreement, or during the Amortization Period in the
               manner  described  in subsections  4.6(b)(i),  (v),
               (vi)  or  (viii)  of the Agreement  or  subsections
               4.6(c)(i), (v), (vi) or (viii) of the Agreement, as
               applicable.   If  there  is any  Class  B  Required
               Amount for a Business Day after such application of
               Excess   Finance  Charge  Collections,  the  amount
               thereof, up to the Available Reserve Amount  (after
               giving effect to any withdrawals in respect of  the
               Class A Required Amount), shall be withdrawn by the
               Trustee  acting in accordance with the instructions
               of  the  Servicer  on such Business  Day  from  the
               Reserve  Account  and shall be applied  during  the
               Revolving   Period  in  the  manner  specified   in
               subsections 4.6(a)(ii), (v), (vii) or (ix)  of  the
               Agreement, or during the Amortization Period in the
               manner  described  in subsections 4.6(b)(ii),  (v),
               (vi)  or (ix) or 4.6(c)(ii), (v), (vii) or (ix)  of
               the Agreement, as applicable.

                   (c)   In the event that the sum of the Class  A
               Required Amount and the Class B Required Amount for
               a  Business  Day exceeds the sum of  the  Available
               Reserve Amount and the amount of the Excess Finance
               Charge   Collections  allocated  thereto  on   such
               Business  Day,  a  portion  of  the  Net  Principal
               Collections  allocable to the Class C  Certificates
               in an amount equal to the lesser of such excess and
               product of (i) (x) during the Revolving Period, the
               sum  of  the Class B Floating Allocation Percentage
               and  the Class C Floating Allocation Percentage  or
               (y)  during the Amortization Period, the sum of the
               Class  B  Fixed/Floating Allocation Percentage  and
               Class  C  Fixed/Floating Allocation Percentage  and
               (ii) the amount of Net Principal Collections in the
               Collection  Account with respect to  such  Business
               Day shall be allocated by the Servicer first to the
               Class  A  Certificates and  then  to  the  Class  B
               Certificates  and  applied  (any  such  amount   so
               applied,  "Reallocated Principal  Collections")  on
               such Business Day in accordance with the provisions
               during   the   Revolving  Period   of   subsections
               4.6(a)(i),  (ii)  or  (iv)  through  (ix)  of   the
               Agreement  and during the Amortization  Period,  in
               accordance   with  the  provisions  of  subsections
               4.6(b)(i),  (ii)  or  (iv)  through  (ix)  of   the
               Agreement  or 4.6(c)(i), (ii) or (iv) through  (ix)
               of the Agreement, as applicable; provided, however,
               that  (A)  with respect to amounts applied pursuant
               to  subsections  4.6(a)(iv), (b)(iv)  and  (c)(iv),
               such amounts shall be applied only to the extent of
               the   sum   of  the  Class  A  Floating  Allocation
               Percentage  and  the  Class B  Floating  Allocation
               Percentage  of  the shortfall arising  pursuant  to
               such subsections and (y) the amount so applied with
               respect  to  the  Class B Required  Amount  on  any
               Business Day shall not exceed the applicable  Class
               C   Floating  Allocation  Percentage  or  Class   C
               Fixed/Floating     Allocation    Percentage,     as
               applicable, of the Net Principal Collections in the
               Collection  Account with respect to  such  Business
               Day,  minus  any Reallocated Principal  Collections
               applied  to  cover the Class A Required  Amount  on
               that  Business Day.  In the event that the  sum  of
               the  Class  A  Required  Amount  and  the  Class  B
               Required  Amount  exceeds  such  Available  Reserve
               Amount and the amount of such Excess Finance Charge
               Collections  and of such Net Principal  Collections
               applied  pursuant  to this subsection  4.7(c),  the
               Class  C Invested Amount shall be reduced but  only
               to  the  extent  that the Class C  Invested  Amount
               shall be reduced to zero by an amount not to exceed
               the  Series  Default and Dilution Amount  for  that
               Business Day; and then the Class B Invested  Amount
               and,  if  applicable, the Class A  Invested  Amount
               shall  be reduced as provided in subsections 4.8(b)
               or 4.8(c) of the Agreement.

                   Section 4.8 Investor Charge-Offs.  (a)  If,  on
               any   Determination   Date  with   respect   to   a
               Distribution  Date  on  or prior  to  the  Class  C
               Principal  Payment Commencement  Date,  the  Series
               Default  and  Dilution  Amount  for  the  preceding
               Monthly  Period  exceeded the aggregate  amount  of
               Finance  Charge Collections applied to the  payment
               thereof  pursuant  to subsection 4.6(a)(v)  of  the
               Agreement during the Revolving Period or subsection
               4.6(b)(v)   or  4.6(c)(v)  of  the  Agreement,   as
               applicable, during the Amortization Period and  the
               Available  Reserve Amount and the amount of  Excess
               Finance    Charge   Collections   and   Reallocated
               Principal Collections allocated thereto pursuant to
               subsection  4.7(b) of the Agreement,  the  Class  C
               Invested    Amount   will   be   reduced   (without
               duplication of any reduction pursuant to  the  last
               sentence  of  subsection 4.7(b)) by the  amount  by
               which  the  Series Default and Dilution Amount  for
               the  preceding  monthly period exceeds  the  amount
               applied  with respect thereto during such preceding
               Monthly  Period (a "Class C Investor  Charge-Off").
               To  the extent that on any subsequent Business  Day
               VFC  Additional Amounts are purchased  pursuant  to
               Section   6.15,   the  Holder  of   the   Class   C
               Certificates  shall first deposit into  the  Excess
               Funding  Account an amount equal  to  any  Class  C
               Investor Charge-Offs on such Business Day and  then
               shall  purchase  any other Class C Invested  Amount
               pursuant  to Section 6.15.  To the extent  that  on
               any  subsequent Business Day there is  a  remaining
               positive   balance   of   Total   Finance    Charge
               Collections  on  deposit in the Collection  Account
               after giving effect during the Revolving Period  to
               subsections 4.6(a)(i) through (ix) of the Agreement
               or  during  the Amortization Period to  subsections
               4.6(b)(i)  through  (ix) or  subsections  4.6(c)(i)
               through  (ix) of the Agreement, as applicable,  the
               Servicer  will  apply  such excess  Finance  Charge
               Collections as provided in subsection 4.6(a)(x)  of
               the  Agreement  during  the  Revolving  Period   or
               subsection 4.6(b)(x) or 4.6(c)(x) of the Agreement,
               as  applicable, during the Amortization  Period  to
               reimburse the aggregate amount of Class C  Investor
               Charge-Offs  and other reductions to  the  Class  C
               Invested  Amount  pursuant to  clause  (d)  of  the
               definition thereof not previously reimbursed, up to
               the amount so available.

                   (b)   In  the event that any reduction  of  the
               Class  C  Invested  Amount pursuant  to  subsection
               4.8(a)  of  the Agreement would cause the  Class  C
               Invested Amount to be a negative number, the  Class
               C  Invested Amount will be reduced to zero, and the
               Class  B  Invested Amount will be  reduced  by  the
               lesser  of  (i)  the amount by which  the  Class  C
               Invested Amount would have been reduced below  zero
               and  (ii) the Class A/B Default and Dilution Amount
               for  the  preceding  Monthly  Period  (a  "Class  B
               Investor Charge-Off").  To the extent that  on  any
               subsequent Business Day there is a positive balance
               of  Total Finance Charge Collections on deposit  in
               the  Collection  Account  after  giving  effect  to
               subsections 4.6(a)(i) through (vi) of the Agreement
               during   the   Revolving  Period   or   subsections
               4.6(b)(i) through (vi) or 4.6(c)(i) through (vi) of
               the    Agreement,   as   applicable,   during   the
               Amortization Period, the Servicer will  apply  such
               excess  Finance Charge Collections as  provided  in
               subsection 4.6(a)(vii) of the Agreement during  the
               Revolving  Period  or  subsection  4.6(b)(vii)   or
               4.6(c)(vii) of the Agreement, as applicable, during
               the  Amortization Period to reimburse the aggregate
               amount  of  Class B Investor Charge-Offs and  other
               reductions to the Class B Invested Amount  pursuant
               to   clause  (d)  of  the  definition  thereof  not
               previously   reimbursed,  up  to  the   amount   so
               available.

                  (c)  In the event that any such reduction of the
               Class  B  Invested  Amount pursuant  to  subsection
               4.8(b)  of  the Agreement would cause the  Class  B
               Invested Amount to be a negative number, the  Class
               B  Invested Amount will be reduced to zero, and the
               Class  A  Invested Amount will be  reduced  by  the
               lesser  of  (i)  the amount by which  the  Class  B
               Invested Amount would have been reduced below  zero
               and  (ii)  the Class A Default and Dilution  Amount
               for  the  preceding  Monthly  Period  (a  "Class  A
               Investor Charge-Off").  To the extent that  on  any
               subsequent Business Day there is a positive balance
               of  Total Finance Charge Collections on deposit  in
               the  Collection  Account  after  giving  effect  to
               subsections 4.6(a)(i) through (v) of the  Agreement
               during   the   Revolving  Period   or   subsections
               4.6(b)(i) through (v) or 4.6(c)(i) through  (v)  of
               the    Agreement,   as   applicable,   during   the
               Amortization Period, the Servicer will  apply  such
               excess  Finance Charge Collections as  provided  in
               subsection  4.6(a)(vi) of the Agreement during  the
               Revolving   Period  or  subsection  4.6(b)(vi)   or
               4.6(c)(vi) of the Agreement, as applicable,  during
               the  Amortization Period to reimburse the aggregate
               amount   of   Class  A  Investor  Charge-Offs   not
               previously   reimbursed,  up  to  the   amount   so
               available.

                   Section 4.9 Reserve Account.  (a)  The Servicer
               shall  establish  and  maintain  with  an  Eligible
               Institution, which may be the Trustee, in the  name
               of   the  Trustee,  on  behalf  of  the  Trust,   a
               segregated  trust  account (the "Reserve  Account")
               bearing  a designation clearly indicating that  the
               funds deposited therein are held for the benefit of
               the  Holders  of  Series  1999-1  Variable  Funding
               Certificates.  The Trustee shall, on behalf of  the
               Holders   of   Series   1999-1   Variable   Funding
               Certificates, possess all right, title and interest
               in  all  funds on deposit from time to time in  the
               Reserve  Account and in all proceeds thereof.   The
               Reserve  Account shall be under the  sole  dominion
               and  control of the Trustee for the benefit of  the
               Holders   of   Series   1999-1   Variable   Funding
               Certificates.    If   at  any  time   an   Eligible
               Institution holding the Reserve Account  ceases  to
               be  an  Eligible Institution, the Transferor  shall
               notify  the  Trustee, and the  Trustee  upon  being
               notified  (or  the  Servicer on its  behalf)  shall
               within  10  Business Days establish a  new  Reserve
               Account meeting the conditions specified above, and
               shall transfer any cash or any investments to  such
               new Reserve Account.  The Trustee, at the direction
               of   the  Servicer,  shall  make  deposits  to  and
               withdrawals from the Reserve Account in the amounts
               and at the times set forth in Sections 4.6, 4.7 and
               4.9  of  the Agreement.  All withdrawals  from  the
               Reserve  Account shall be made in the priority  set
               forth below.

                   (b)   No deposit into the Reserve Account shall
               be  required on the Closing Date.  Funds on deposit
               in  the Reserve Account from time to time shall  be
               invested and/or reinvested at the direction of  the
               Servicer  by  the Trustee in Cash Equivalents  that
               will  mature  so that such funds will be  available
               for withdrawal on the following Transfer Date.  The
               Trustee shall not be liable for any investment loss
               or  other  charge  resulting  therefrom.   No  Cash
               Equivalent  shall  be  disposed  of  prior  to  its
               maturity unless the Servicer so directs and  either
               (i)  such disposal will not result in a loss of all
               or  part  of  the principal portion  of  such  Cash
               Equivalent  or (ii) prior to the maturity  of  such
               Cash Equivalent, a default occurs in the payment of
               principal,  interest  or  any  other  amount   with
               respect to such Cash Equivalent.  The Trustee shall
               maintain  for the benefit of the Holders of  Series
               1999-1 Variable Funding Certificates possession  of
               the  negotiable instruments or securities, if  any,
               evidencing   such  Cash  Equivalents.    All   cash
               interest and earnings (net of losses and investment
               expenses) received on each Business Day on funds on
               deposit  in  the Reserve Account shall be  retained
               therein  to  the extent that the Available  Reserve
               Amount is less than the Required Reserve Amount  on
               such  Business Day, and such retained amounts shall
               be considered to be available and on deposit in the
               Reserve  Account  until withdrawn  therefrom.   All
               cash  interest  and  earnings (net  of  losses  and
               investment expenses) received on each Business  Day
               on  funds  on  deposit in the  Reserve  Account  in
               excess  of  the  amount, if  any,  required  to  be
               retained  in  the Reserve Account on such  Business
               Day  shall  be  treated  as a  component  of  Total
               Finance  Charge  Collections and, for  purposes  of
               determining  the  availability  of  funds  or   the
               balances  in  the  Reserve Account  for  any  other
               reason under this Variable Funding Supplement,  all
               such  investment earnings on such  funds  shall  be
               deemed  not  to be available or on deposit  in  the
               Reserve Account.  If on any Business Day the amount
               on  deposit  in  the  Reserve Account  exceeds  the
               Required Reserve Amount, the amount of such  excess
               shall  be  treated as a component of Total  Finance
               Charge Collections.

                   Section 4.10    Excess Purchase Account.    (a)
               The  Servicer shall establish and maintain with  an
               Eligible Institution, which may be the Trustee,  in
               the name of the Trustee, on behalf of the Trust,  a
               segregated  trust  account  (the  "Excess  Purchase
               Account")  bearing a designation clearly indicating
               that  the funds deposited therein are held for  the
               benefit  of  the Holders of Series 1999-1  Variable
               Funding  Certificates.  The Trustee, on  behalf  of
               the  Holders of the Series 1999-1 Variable  Funding
               Certificates,  shall possess all right,  title  and
               interest in all funds on deposit from time to  time
               in  the Excess Purchase Account and in all proceeds
               thereof. The Excess Purchase Account shall be under
               the  sole  dominion and control of the Trustee  for
               the   benefit  of  the  Holders  of  Series  1999-1
               Variable Funding Certificates.  If at any  time  an
               Eligible  Institution holding the  Excess  Purchase
               Account  ceases to be an Eligible Institution,  the
               Transferor  shall  notify  the  Trustee,  and   the
               Trustee upon being notified (or the Servicer on its
               behalf)  shall within 10 Business Days establish  a
               new  Excess Purchase Account meeting the conditions
               specified above, and shall transfer any cash or any
               investments  to  such new Excess Purchase  Account.
               The  Trustee,  at  the direction of  the  Servicer,
               shall  make deposits to the Excess Purchase Account
               in  the  amounts  and  at the times  set  forth  in
               Section 6.15 of the Agreement.

                    (b)   Funds on deposit in the Excess  Purchase
               Account from time to time shall be invested  and/or
               reinvested at the direction of the Servicer by  the
               Trustee  in  Cash Equivalents that will  mature  so
               that  such  funds will be available for  withdrawal
               not  later than the following Transfer Date.    The
               Trustee shall not be liable for any investment loss
               or  other  charge  resulting  therefrom.   No  Cash
               Equivalent  shall  be  disposed  of  prior  to  its
               maturity unless the Servicer so directs and  either
               (i)  such disposal will not result in a loss of all
               or  part  of  the principal portion  of  such  Cash
               Equivalent  or (ii) prior to the maturity  of  such
               Cash Equivalent, a default occurs in the payment of
               principal,  interest  or  any  other  amount   with
               respect to such Cash Equivalent.  The Trustee shall
               maintain  for the benefit of the Holders of  Series
               1999-1 Variable Funding Certificates possession  of
               the  negotiable instruments or securities, if  any,
               evidencing   such  Cash  Equivalents.    All   cash
               interest and earnings (net of losses and investment
               expenses) received on each Business Day on funds on
               deposit  in  the Excess Purchase Account  shall  be
               treated  as  a  component of Total  Finance  Charge
               Collections.   For  purposes  of  determining   the
               availability of funds or the balances in the Excess
               Purchase  Account for any other reason  under  this
               Variable   Funding   Supplement,   all   investment
               earnings  on such funds shall be deemed not  to  be
               available or on deposit.

                    (c)   If  on  any Business Day  prior  to  the
               Amortization Period Commencement Date  the  greater
               of (i) the sum of (A) the aggregate Invested Amount
               of  each  Series then outstanding as  of  such  day
               including   the  Series  1999-1  Variable   Funding
               Certificates  minus  amounts  on  deposit  in   the
               principal  funding account for any Series  and  (B)
               the  Minimum  Transferor Amount as of such  day  or
               (ii)  the  Minimum Aggregate Principal  Receivables
               exceeds an amount equal to (a) the aggregate amount
               of  Principal Receivables and amounts on deposit in
               the  Excess  Funding Account (other than investment
               earnings  thereon), plus (b) the amount on  deposit
               in  the Excess Purchase Account, the amount of such
               excess  shall  be  withdrawn  by  the  Trustee   in
               accordance  with the instructions of  the  Servicer
               from  the Excess Purchase Account and paid  to  the
               Transferor  in  respect of VFC Additional  Invested
               Amounts  theretofore purchased hereunder.   On  the
               Amortization Period Commencement Date,  the  amount
               on  deposit in the Excess Purchase Account  or,  if
               less,  the  sum of the Class A Invested Amount  and
               the  Class B Invested Amount shall be withdrawn  by
               the  Trustee  at the direction of the Servicer  and
               deposited into the Principal Account.

                    Section 4.11    Principal and Interest Funding
               Accounts.    (a)  The Servicer shall establish  and
               maintain  with an Eligible Institution approved  by
               the  Class A Agent and the Class B Agent, which may
               be  the  Trustee,  in the name of the  Trustee,  on
               behalf of the Trust, segregated trust accounts (the
               "Principal  Account"  and  the  "Interest   Funding
               Account", respectively), each bearing a designation
               clearly indicating that the funds deposited therein
               are  held for the benefit of the Holders of  Series
               1999-1  Variable Funding Certificates.  The Trustee
               shall, on behalf of the Holders of the Series 1999-
               1 Variable Funding Certificates, possess all right,
               title  and  interest in all funds on  deposit  from
               time  to  time  in  the Principal Account  and  the
               Interest   Funding  Account  and  in  all  proceeds
               thereof.   The  Principal Account and the  Interest
               Funding  Account  shall  each  be  under  the  sole
               dominion and control of the Trustee for the benefit
               of  the  Holders of Series 1999-1 Variable  Funding
               Certificates.    If   at  any  time   an   Eligible
               Institution  holding the Principal Account  or  the
               Interest  Funding Account ceases to be an  Eligible
               Institution,  the  Transferor  shall   notify   the
               Trustee  and  the  Administrative  Agent,  and  the
               Trustee upon being notified (or the Servicer on its
               behalf ) shall within ten Business Days establish a
               new  Principal Account or Interest Funding Account,
               as   the   case  may  be,  meeting  the  conditions
               specified above, and shall transfer any cash or any
               investments  to  such  new  Principal  Account   or
               Interest  Funding Account.   The  Trustee,  at  the
               direction  of the Servicer, shall make deposits  to
               the  Principal Account in the amounts  and  at  the
               times  set  forth in Section 4.6  or  4.10  of  the
               Agreement  and shall make deposits to the  Interest
               Funding Account in the amounts and at the times set
               forth  in  Section  4.6 of the Agreement.   Amounts
               deposited  into the Principal Account  or  Interest
               Funding  Account  shall  not  reduce  the  Invested
               Amount.

                    (b)  Funds on deposit in the Principal Account
               and  the Interest Funding Account in respect of the
               Class A Variable Funding Certificates from time  to
               time  shall  be invested and/or reinvested  at  the
               direction  of the Class A Agent by the  Trustee  in
               Cash  Equivalents  that will mature  so  that  such
               funds  will  be  available for  withdrawal  on  the
               Business  Day  preceding the  respective  dates  on
               which the related payments are required to be  made
               under  the  Class A Certificate Purchase Agreement.
               The  Trustee shall not be liable for any investment
               loss  or other charge resulting therefrom.  No Cash
               Equivalent  shall  be  disposed  of  prior  to  its
               maturity  unless the Class A Agent so  directs  and
               either (i) such disposal will not result in a  loss
               of  all  or part of the principal portion  of  such
               Cash  Equivalent or (ii) prior to the  maturity  of
               such  Cash  Equivalent,  a default  occurs  in  the
               payment of principal, interest or any other  amount
               with  respect to such Cash Equivalent.  The Trustee
               shall  maintain for the benefit of the  Holders  of
               Class  A  Certificates possession of the negotiable
               instruments or securities, if any, evidencing  such
               Cash   Equivalents.   Funds  on  deposit   in   the
               Principal Account and the Interest Funding  Account
               in   respect  of  the  Class  B  Variable   Funding
               Certificates  from time to time shall  be  invested
               and/or  reinvested at the direction of the Class  B
               Agent by the Trustee in Cash Equivalents that  will
               mature  so  that such funds will be  available  for
               withdrawal  on  the  Business  Day  preceding   the
               respective dates on which the related payments  are
               required  to  be made under the Class B Certificate
               Purchase  Agreement.  No Cash Equivalent  shall  be
               disposed of prior to its maturity unless the  Class
               B  Agent  so  directs and either (i) such  disposal
               will  not  result in a loss of all or part  of  the
               principal portion of such Cash Equivalent  or  (ii)
               prior  to  the maturity of such Cash Equivalent,  a
               default   occurs  in  the  payment  of   principal,
               interest or any other amount with respect  to  such
               Cash  Equivalent.  The Trustee shall  maintain  for
               the  benefit of the Holders of Class B Certificates
               possession   of   the  negotiable  instruments   or
               securities,   if   any,   evidencing   such    Cash
               Equivalents.

                    (c)   All cash interest and earnings  (net  of
               losses  and investment expenses) received  on  each
               Business  Day on funds on deposit in the  Principal
               Account  or the Interest Funding Account  shall  be
               treated  as  a  component of Total  Finance  Charge
               Collections.   For  purposes  of  determining   the
               availability  of  funds  or  the  balances  in  the
               Principal  Account or the Interest Funding  Account
               for  any  other reason under this Variable  Funding
               Supplement, all investment earnings on  such  funds
               shall be deemed not to be available or on deposit.

                    (d)   Amounts  on  deposit  in  the  Principal
               Account shall be withdrawn by the Trustee acting at
               the   direction  of  the  Class  A  Agent  on  each
               Distribution Date for any portion of  the  Class  A
               Investor Principal Balance or on any other date  on
               which  a  payment  in respect of principal  of  the
               Class A Certificates is due as contemplated by  the
               Class  A Certificate Purchase Agreement, to pay  to
               Class  A  Certificateholders such  portion  of  the
               Class  A  Investor Principal Balance.   Amounts  on
               deposit  in the Interest Funding Account  shall  be
               withdrawn by the Trustee acting at the direction of
               the Class A Agent on each Distribution Date for any
               portion  of the Class A Investor Principal  Balance
               or  on any other date on which a payment in respect
               of  fees or interest on the Class A Certificates is
               due  as  contemplated  by the Class  A  Certificate
               Purchase   Agreement,   to   pay   to    Class    A
               Certificateholders accrued and unpaid  interest  on
               such  portion  of  the Class A  Investor  Principal
               Balance  and  to  pay accrued and  unpaid  Class  A
               Program  Fees.  Amounts on deposit in the Principal
               Account shall be withdrawn by the Trustee acting at
               the   direction  of  the  Class  B  Agent  on  each
               Distribution Date for any portion of  the  Class  B
               Investor Principal Balance or on any other date  on
               which  a  payment  in respect of principal  of  the
               Class B Certificates is due as contemplated by  the
               Class  B Certificate Purchase Agreement, to pay  to
               Class  B  Certificateholders such  portion  of  the
               Class  B  Investor Principal Balance.   Amounts  on
               deposit  in the Interest Funding Account  shall  be
               withdrawn by the Trustee acting at the direction of
               the Class B Agent on each Distribution Date for any
               portion  of the Class B Investor Principal  Balance
               or  on any other date on which a payment in respect
               of  fees or interest on the Class B Certificates is
               due  as  contemplated  by the Class  B  Certificate
               Purchase   Agreement,   to   pay   to    Class    B
               Certificateholders accrued and unpaid  interest  on
               such  portion  of  the Class B  Investor  Principal
               Balance  and  to  pay accrued and  unpaid  Class  B
               Program Fees.

                    (e)  If (i) on any Business Day the amount  on
               deposit  in  the Interest Funding Account  is  less
               than  the amount of accrued interest owing  on  the
               Class  A  Certificates and the Class B Certificates
               on  such Business Day, and (ii) any amount of Class
               A Interest and/or Class B Interest owed as a result
               of any adjustment described in the last sentence of
               Class A Carrying Cost or Class B Carrying Costs has
               not   been  deposited  into  the  Interest  Funding
               Account  on  or  prior to such  Business  Day,  the
               Transferor shall deposit into the Interest  Funding
               Account on such Business Day an amount equal to the
               lesser  of   (a) the shortfall described in  clause
               (i)  next  above,  and (ii) the  amount  of  Excess
               Finance  Charge  Collections  distributed  to   the
               Transferor   pursuant   to  Sections   4.6(a)(xvi),
               4.6(b)(xii)  or 4.6(c)(xvi), as the  case  may  be,
               since  the  immediately preceding Business  Day  on
               which  an adjustment described in clause (ii)  next
               above occurred.

                    (f)  If (i) on any Business Day the amount  on
               deposit  in the Interest Funding Account is greater
               than  the amount of accrued interest owing  on  the
               Class  A  Certificates and the Class B Certificates
               on   such  Business  Day,  and  (ii)  such  surplus
               resulted  from the Commercial Paper  Rate  used  to
               make   daily  allocations  during  the  immediately
               preceding  Fixed  Period,  pursuant  to  the   last
               sentence  of  Class A Carrying Costs  and  Class  B
               Carrying  Costs, as the case may be, being  greater
               than the actual Commercial Paper Rate applicable to
               such  Fixed  Period, the Servicer will  apply  such
               surplus  (to the extent that such surplus  has  not
               previously  been applied pursuant to  this  Section
               4.11(f))  to  the amounts required to be  deposited
               into  the Interest Funding Account on such Business
               Day  in  respect of Class A Interest  and  Class  B
               Interest   pursuant  to  Sections   4.6(a)(i)   and
               (a)(ii),  4.6(b)(i) and (b)(ii)  or  4.6(c)(i)  and
               (ii), as applicable.

                     Section  4.12     Proceeds  Account.      The
               Servicer  shall  establish  and  maintain  with  an
               Eligible Institution, which may be the Trustee,  in
               the name of the Trustee, on behalf of the Trust,  a
               segregated  trust account (the "Proceeds  Account")
               bearing  a designation clearly indicating that  the
               funds deposited therein are held for the benefit of
               the  Holders  of  Series  1999-1  Variable  Funding
               Certificates.  The Trustee shall, on behalf of  the
               Holders   of   Series   1999-1   Variable   Funding
               Certificates, possess all right, title and interest
               in  all  funds on deposit from time to time in  the
               Proceeds Account and in all proceeds thereof.   The
               Proceeds  Account shall be under the sole  dominion
               and  control of the Trustee for the benefit of  the
               Holders   of   Series   1999-1   Variable   Funding
               Certificates.    If   at  any  time   an   Eligible
               Institution holding the Proceeds Account ceases  to
               be  an  Eligible Institution, the Transferor  shall
               notify  the  Trustee, and the  Trustee  upon  being
               notified  (or  the  Servicer on its  behalf)  shall
               within  10  Business Days establish a new  Proceeds
               Account meeting the conditions specified above, and
               shall transfer any cash or any investments to  such
               new   Proceeds  Account.   The  Trustee,   at   the
               direction  of the Servicer, shall make deposits  to
               and  withdrawals from the Proceeds Account  in  the
               amounts and at the times set forth in Section  6.15
               of the Agreement.  Funds on deposit in the Proceeds
               Account from time to time shall be held uninvested.

          SECTION 8      Article V of the Agreement.  Article V of
the  Agreement shall read in its entirety as follows and shall  be
applicable only to the Series 1999-1 Certificates:

                             ARTICLE V

               DISTRIBUTIONS AND REPORTS TO INVESTOR
                        CERTIFICATEHOLDERS

                    Section  5.1  Distributions.   (a)   On   each
               Business Day, the Paying Agent shall distribute  to
               the  Class A Certificateholders the amount, if any,
               specified in subsection 4.11(d) of the Agreement to
               be  paid to the Class A Certificateholders on  such
               Business  Day;  provided, however, that  the  final
               payment  in  retirement of the Class A Certificates
               will  be  made only upon presentation and surrender
               of  the  Class  A  Certificates at  the  office  or
               offices  specified  in  the notice  of  such  final
               distribution delivered by the Trustee  pursuant  to
               Section 12.3 of the Agreement.

                   (b)   On  each  Business Day, the Paying  Agent
               shall  distribute to the Class B Certificateholders
               the amount, if any, specified in subsection 4.11(d)
               of  the  Agreement  to  be  paid  to  the  Class  B
               Certificateholders on such Business Day;  provided,
               however,  that  the final payment in retirement  of
               the  Class  B  Certificate will be made  only  upon
               presentation   and  surrender  of   the   Class   B
               Certificates at the office or offices specified  in
               the notice of such final distribution delivered  by
               the   Trustee  pursuant  to  Section  12.3  of  the
               Agreement.

                   (c)   On  each  Business Day, the Paying  Agent
               shall  distribute  (in accordance  with  the  Daily
               Report  delivered by the Servicer  to  the  Trustee
               pursuant to subsection 3.4(b) of the Agreement)  to
               each  Class  C  Certificateholder of record  (other
               than as provided in subsection 2.4(d) or in Section
               12.3   of   the   Agreement  respecting   a   final
               distribution)  such  Certificateholder's  pro  rata
               share  (based on the aggregate Undivided  Interests
               represented  by Class C Certificates held  by  such
               Certificateholder) of such amounts  on  deposit  in
               the  Collection Account as are payable to the Class
               C Certificateholders pursuant to Section 4.6 of the
               Agreement;  provided,  however,  that   the   final
               payment  in  retirement of the Class C  Certificate
               will  be  made only upon presentation and surrender
               of  the  Class  C  Certificates at  the  office  or
               offices  specified  in  the notice  of  such  final
               distribution delivered by the Trustee  pursuant  to
               Section 12.3 of the Agreement.

                     Section   5.2   Monthly   Certificateholders'
               Statement.   As soon as practicable, but  no  later
               than  each Determination Date following the end  of
               each  Monthly  Period  with respect  to  items  (i)
               through  (vii)  below, and no later  than  30  days
               following  the  end  of each  Monthly  Period  with
               respect  to  the remaining items listed below,  the
               Servicer   shall  forward  to  the   Trustee,   the
               Administrative  Agent  and the  Rating  Agencies  a
               statement, substantially in the form of  Exhibit  E
               to  this Variable Funding Supplement, including the
               following information:

                          (i)    the   amount  of  Net   Principal
               Collections  received  in  the  Collection  Account
               during the related Monthly Period and allocated  in
               respect   of   each   Class   of   Series    1999-1
               Certificates;

                         (ii)   the amount of Total Finance Charge
               Collections  processed during the  related  Monthly
               Period  and allocated in respect of each  Class  of
               Series 1999-1 Certificates;

                         (iii)   the aggregate amount of Principal
               Receivables,  the  Invested  Amount,  the  Class  A
               Invested  Amount, the Class B Invested Amount,  the
               Class  C  Invested  Amount, the Transferor  Amount,
               the  Floating Allocation Percentage and, during the
               Amortization Period, the Fixed/Floating  Allocation
               Percentage   with   respect   to   the    Principal
               Receivables in the Trust as of the end of  the  day
               on  the  last  day of the Monthly Period  preceding
               such Distribution Date;

                         (iv)   the aggregate outstanding  balance
               of  Accounts which are 30, 60, 90, 120, 150 and 180
               days  or  more  delinquent as of the  end  of  each
               billing  cycle during the preceding Monthly  Period
               for such account;

                          (v)    the  aggregate  Investor  Default
               Amount for the related Monthly Period;

                         (vi)  the  aggregate  Investor  Uncovered
               Dilution Amount for the related Monthly Period;

                         (vii)  the aggregate amount of (A)  Class
               A   Investor  Charge-Offs,  (B)  Class  B  Investor
               Charge-Offs  and other reductions to  the  Class  B
               Invested  Amount  pursuant to  clause  (d)  of  the
               definition thereof and (C) Class C Investor Charge-
               Offs  and  other reductions to the Class C Invested
               Amount  pursuant  to clause (d) of  the  definition
               thereof   for  the  related  Monthly   Period   and
               reimbursements thereof;

                          (viii)   the  aggregate  amount  of  the
               Monthly  Servicing  Fee  for  the  related  Monthly
               Period;

                         (ix)   the Excess Spread Percentage,  the
               Excess  Spread  Enhancement  Cap  Percentage,   the
               Payment   Rate   Percentage,   the   Payment   Rate
               Enhancement  Cap  Percentage  and  the  Enhancement
               Percentage for the related Monthly Period;

                         (x)  the Available Reserve Account Amount
               on  the  last  day  of  Monthly Period  immediately
               preceding   the   related   Monthly   Period,   the
               aggregate  deposits in the Reserve  Account  during
               the   related   Monthly   Period,   the   aggregate
               disbursements from the Reserve Account during  such
               Monthly  Period, and the Available Reserve  Account
               Amount  and the Required Reserve Account Amount  on
               the last day of such Monthly Period; and

                         (xi)  the Portfolio Yield and the average
               of  the  daily  Base Rates for the related  Monthly
               Period.

                    Section  5.3  Annual  Certificateholders'  Tax
               Statement.   On  or  before  January  31  of   each
               calendar  year, beginning with calendar year  1998,
               the Trustee shall distribute to each Person who  at
               any  time during the preceding calendar year was  a
               Series   1999-1  Certificateholder,   a   statement
               prepared  by  the  Servicer containing  information
               regarding  the amounts distributed to  such  Person
               and  the  principal and interest  portion  thereof,
               aggregated for such calendar year or the applicable
               portion  thereof  during which such  Person  was  a
               Series 1999-1 Certificateholder, together with such
               other  customary information (consistent  with  the
               treatment  of  the Certificates  as  debt)  as  the
               Servicer deems necessary or desirable to enable the
               Series  1999-1 Certificateholders to prepare  their
               tax returns.

           SECTION 9      Article VI of Agreement.  The Opinion of
Counsel referred to in part (b) of the seventh sentence of Section
6.9 of the Agreement shall mean, with respect to the Series 1999-1
Certificates, an Opinion of Counsel to the effect that the Class A
Certificates  and  the  Class B Certificates  will  not  represent
interests in an association taxable as a corporation or a publicly
traded  partnership  for federal income tax purposes.   Except  as
provided in the preceding sentence, sections 6.1 through  6.14  of
the  Agreement shall be read in their entirety as provided in  the
Agreement.   Article  VI  (except for Sections  6.1  through  6.14
thereof)  shall  read  in its entirety as  follows  and  shall  be
applicable only to the Series 1999-1 Certificates:

                     Section   6.15     VFC  Additional   Invested
               Amounts.   (a)   The  Holders  of   the   Class   A
               Certificates,   the  Holders   of   the   Class   B
               Certificates  and  the  Holders  of  the  Class   C
               Certificates agree, by acceptance of  the  Class  A
               Certificates, the Class B Certificates or the Class
               C  Certificates, respectively, that the  Transferor
               may  from  time  to time prior to the  Amortization
               Period  Commencement Date for the Variable  Funding
               Certificates  require that such  Certificateholders
               acquire as of any Business Day additional undivided
               interests  in the Trust in specified amounts  (such
               amounts, respectively, the "VFC Additional Class  A
               Invested  Amount,"  the  "VFC  Additional  Class  B
               Invested Amount," and the "VFC Additional  Class  C
               Invested   Amount"  and,  collectively,  the   "VFC
               Additional Invested Amounts") not to exceed,  after
               giving  effect thereto, an amount equal to (i)  the
               aggregate  amount  of  Principal  Receivables   and
               amounts  on  deposit in the Excess Funding  Account
               (other than investment earnings thereon), (ii) plus
               the  amount  on  deposit  in  the  Excess  Purchase
               Account, minus (iii) the greater of (A) the sum  of
               (x)  the  aggregate Invested Amount of each  Series
               then  outstanding  as  of such  day  including  all
               Variable  Funding  Certificates  minus  amounts  on
               deposit  in the principal funding account  for  any
               Series and (y) the Minimum Transferor Amount as  of
               such  day  or  (B) the Minimum Aggregate  Principal
               Receivables.

                    (b)  The obligation of any Holder of  Class  A
               Certificates to acquire any VFC Additional Class  A
               Invested   Amount   shall   be   subject   to   the
               satisfaction of any applicable conditions  provided
               in  the Class A Certificate Purchase Agreement  and
               subject  to  the  further  conditions  that,  after
               giving  effect  to  such  acquisition  and  to  any
               concurrent acquisitions of VFC Additional  Invested
               Amounts,  (i) the Class B Invested Amount shall  be
               equal  to  or  greater than the  Required  Class  B
               Invested  Amount  and the Class C  Invested  Amount
               shall  be  equal  to or greater than  the  Required
               Class  C  Invested Amount and (ii) the sum  of  the
               Available Reserve Amount plus the excess,  if  any,
               of  the  Class C Invested Amount over  10%  of  the
               Invested  Amount shall be equal to or greater  than
               the Required Reserve Amount.  The obligation of any
               Holder  of Class B Certificates to acquire any  VFC
               Additional Class B Invested Amount shall be subject
               to  the  satisfaction of any applicable  conditions
               provided   in  the  Class  B  Certificate  Purchase
               Agreement  and  subject to the  further  conditions
               that,  after giving effect to such acquisition  and
               to  any  concurrent acquisitions of VFC  Additional
               Invested  Amounts, (i) the Class C Invested  Amount
               shall  be  equal  to or greater than  the  Required
               Class  C  Invested Amount and (ii) the sum  of  the
               Available Reserve Amount plus the excess,  if  any,
               of  the  Class C Invested Amount over  10%  of  the
               Invested  Amount shall be equal to or greater  than
               the Required Reserve Amount.

                    (c) If the Holders of the Class A Certificates
               acquire   such   additional   interest,   then   in
               consideration of such Holder's payments of the  VFC
               Additional  Class A Invested Amount,  the  Servicer
               shall  note  such VFC Additional Class  A  Invested
               Amount  on the related Daily Report and direct  the
               Trustee  in  writing to pay to the Transferor  such
               VFC  Additional Invested Amounts, and the  Invested
               Amount of the Class A Variable Funding Certificates
               will be equal to the Invested Amount of the Class A
               Certificates stated in such Daily Report.   If  the
               Holders  of  the Class B Certificates acquire  such
               additional interest, then in consideration of  such
               Holder's  payments  of the VFC Additional  Class  B
               Invested  Amount, the Servicer shall note such  VFC
               Additional  Class B Invested Amount on the  related
               Daily  Report and direct the Trustee to pay to  the
               Transferor  such  VFC Additional Invested  Amounts,
               and the Invested Amount of the Class B Certificates
               will be equal to the Invested Amount of the Class B
               Certificates stated in such Daily Report.   If  the
               Holders  of  the Class C Certificates acquire  such
               additional interest, then in consideration of  such
               Holder's  payments  of the VFC Additional  Class  C
               Invested  Amount, the Servicer shall  appropriately
               note such VFC Additional Class C Invested Amount on
               the related Daily Report and direct the Trustee  in
               writing   to  pay  to  the  Transferor   such   VFC
               Additional  Invested  Amounts,  and  the   Invested
               Amount of the Class C Certificates will be equal to
               the  Invested  Amount of the Class  C  Certificates
               stated in such Daily Report.

                    (d)   The  proceeds  of the  purchase  on  any
               Business  Day  of  VFC Additional Invested  Amounts
               received  by  the Trustee shall be  deposited  upon
               receipt  into the Proceeds Account. To  the  extent
               that  on any purchase date and after giving  effect
               to  the purchase of VFC Additional Invested Amounts
               pursuant  to this Section 6.15, (a) the greater  of
               (i) the sum of (A) the aggregate Invested Amount of
               each  Series  then  outstanding  as  of  such   day
               including  the Variable Funding Certificates  minus
               amounts on deposit in the principal funding account
               for  any  Series  and  (B) the  Minimum  Transferor
               Amount as of such day or (ii) the Minimum Aggregate
               Principal  Receivables exceeds (b) an amount  equal
               to  the  aggregate amount of Principal  Receivables
               and  amounts  on  deposit  in  the  Excess  Funding
               Account  (other than investment earnings  thereon),
               the  Servicer shall instruct the Trustee,  and  the
               Trustee,  upon such instruction from the  Servicer,
               shall withdraw a portion of the purchase price  for
               such  VFC Additional Invested Amounts equal to such
               excess  from the Proceeds Account and deposit  such
               portion  into  the  Excess Purchase  Account.   The
               Trustee  shall withdraw any remaining  Proceeds  of
               such  purchase price from the Proceeds Account  and
               transfer   such   amounts  to  the  Transferor   in
               accordance with the instructions of the Servicer.

                    (e)   In  the  event that the  proceeds  of  a
               purchase  of  any VFC Additional Class  A  Invested
               Amounts  required  to be made  on  a  Business  Day
               pursuant   to  the  Class  A  Certificate  Purchase
               Agreement  shall  not  have been  received  in  the
               Proceeds Account by 1:00 p.m., New York City  time,
               on such Business Day, the Servicer shall notify the
               Class A Agent and the Transferor by not later  than
               1:30  p.m.,  New York City time, on  such  Business
               Day.   In the event that the proceeds of a purchase
               of  any  VFC  Additional Class B  Invested  Amounts
               required  to be made on a Business Day pursuant  to
               the  Class  B Certificate Purchase Agreement  shall
               not  have been received in the Proceeds Account  by
               1:00  p.m.,  New York City time, on  such  Business
               Day,  the Servicer shall notify the Class  B  Agent
               and the Transferor by not later than 1:30 p.m., New
               York City time, on such Business Day.

                    Section 6.16    Extension.  (a)  If a Pay  Out
               Event has not occurred or has occurred but has been
               remedied  on  or  before  the  30th  Business   Day
               preceding  the  Extension Date, the Transferor,  in
               its sole discretion, may deliver to the Trustee  on
               or  before such date a notice substantially in  the
               form  of Exhibit B (the "Extension Notice") to this
               Variable  Funding  Supplement.  The  Trustee  shall
               mail  a  copy  of  the  Extension  Notice  and  all
               documents   annexed   thereto   to   the   Investor
               Certificateholders of record on the date of receipt
               thereof.   The  Transferor  shall  state   in   the
               Extension  Notice  that it intends  to  extend  the
               Revolving   Period  until  the  later  Amortization
               Period Commencement Date set forth in the Extension
               Notice.  The Extension Notice shall also set  forth
               the  next  Extension Date.  The following documents
               shall  be annexed to the Extension Notice:   (i)  a
               form  of  the Opinion of Counsel addressed  to  the
               Transferor  and  the  Trustee to  the  effect  that
               despite  the Extension the Transferor will  not  be
               treated  as an association taxable as a corporation
               (the  "Extension Tax Opinion"); (ii) a form of  the
               Opinion of Counsel addressed to the Transferor  and
               the Trustee (the "Extension Opinion") to the effect
               that (A) the Transferor has the corporate power and
               authority   to  effect  the  Extension,   (B)   the
               Extension   has   been  duly  authorized   by   the
               Transferor, and (C) all conditions precedent to the
               Extension  required by this Section 6.16 have  been
               fulfilled;   and   (iii)   a   form   of   Investor
               Certificateholder Election Notice substantially  in
               the  form  of Exhibit C (the "Election Notice")  to
               this Variable Funding Supplement.  In addition, the
               Extension  Notice  shall state  that  any  Investor
               Certificateholder electing to approve the Extension
               must  do  so  on  or before the Election  Date  (as
               defined  below)  by returning the annexed  Election
               Notice  properly  executed to the  Trustee  in  the
               manner described below.  The Extension Notice shall
               also  state that an Investor Certificateholder  may
               withdraw any such election in whole or in  part  on
               or before the Election Date, and the Transferor, in
               its  sole  discretion, may, prior to  the  Election
               Date, withdraw its election to extend the Revolving
               Period.   Any  Holder  that elects  to  approve  an
               Extension  hereunder shall deliver a duly  executed
               Election  Notice  to  the Trustee  at  the  address
               designated  in the Extension Notice  on  or  before
               3:00  p.m.,  New York City time, on or  before  the
               fifth  Business  Day preceding the  Extension  Date
               (such   Business  Day  constituting  the  "Election
               Date").

                    (b)   No  Extension  shall occur  until  prior
               satisfaction  of  the following conditions  at  the
               close of business on the Election Date:  (i) no Pay
               Out  Event  shall have occurred and be  continuing,
               (ii) there shall have been delivered to the Trustee
               (A)  the  Extension Tax Opinion and  the  Extension
               Opinion, each addressed to the Transferor  and  the
               Trustee  and  (B)  written confirmation  from  each
               Rating  Agency  rating the Class A Certificates  or
               the  Class  B  Certificates or  providing  informal
               ratings  on  such  Series 1999-1  Variable  Funding
               Certificates  for  the  benefit  of   a   Class   A
               Certificateholder or Class B Certificateholder that
               the Extension will not cause such Rating Agency  to
               lower its then current rating or informal rating or
               withdraw  its ratings or informal ratings  of  such
               Investor Certificates, (iii) each holder of Class A
               Certificates   and   each   holder   of   Class   B
               Certificates  shall  have elected  to  approve  the
               Extension by returning to the Trustee on or  before
               the  Election  Date  the executed  Election  Notice
               annexed  to the Extension Notice delivered to  such
               Class    A    Certificateholders   and   Class    B
               Certificateholders  pursuant to subsection  6.16(a)
               of  the  Agreement,  (iv) if provided  for  by  the
               Transferor,   in  its  sole  discretion,   in   the
               Extension   Notice,  the  holders  of  a  specified
               minimum  amount of outstanding Class C Certificates
               shall  have elected to approve of the Extension  by
               returning to the Trustee on or before the  Election
               Date  the executed form of Election Notice  annexed
               to  the Extension Notice delivered to such Class  C
               Certificateholders  pursuant to subsection  6.16(a)
               of  the Agreement and (v) the Transferor shall have
               delivered  to the Trustee an Officer's  Certificate
               and  an Opinion of Counsel, each to the effect that
               all  conditions precedent in this subparagraph  (b)
               have  been satisfied.  If, by the close of business
               on  the Election Date, all of the conditions stated
               in  this  subsection 6.16(b) of the Agreement  have
               not been satisfied and all such documents delivered
               to  the Trustee pursuant to this subsection 6.16(b)
               of  the  Agreement are not in form satisfactory  to
               it,  or if the Transferor has notified the Trustee,
               prior to the Election Date, that the Transferor has
               exercised its right to withdraw its election of  an
               Extension, no Extension shall occur.

                    (c)   The execution by the required number  of
               Investor   Certificateholders  of  the   applicable
               Election  Notice and return thereof to the  Trustee
               by  the  required  date  and  time,  the  continued
               election  by the Transferor to extend the Revolving
               Period  at  the  Election Date, and the  compliance
               with  all  of the provisions of this Section  6.16,
               shall  evidence  an  extension or  renewal  of  the
               obligations    represented    by    the    Investor
               Certificates  delivered in exchange  therefor,  and
               not   a   novation   or  extinguishment   of   such
               obligations or a substitution with respect thereto.

                    (d)  To the extent required by applicable laws
               and  regulations,  as evidenced by  an  Opinion  of
               Counsel delivered by the Transferor to the Trustee,
               the provisions of this Section 6.16 shall or may be
               modified  to  comply with all applicable  laws  and
               regulations  in effect at the time  of  a  prepared
               Extension.

                     Section   6.17     Transfers   of   Class   C
               Certificates; Legends.  (a) No Class C  Certificate
               or  any interest therein may be sold (including  in
               the    initial   offering),   conveyed,   assigned,
               hypothecated,  pledged, participated  or  otherwise
               transferred (each such act or event, a "Transfer"),
               except  in accordance with this Section 6.17.   Any
               Transfer   of  a  Class  C  Certificate   otherwise
               permitted  by  this Section 6.17 will be  permitted
               only  if  it  consists  of a  pro  rata  percentage
               interest in all payments made with respect to  such
               Holder's  beneficial  interest  in  the   Class   C
               Certificates.  No Transfer of a Class C Certificate
               or  any  interest therein to any Person  (each,  an
               "Assignee")  may occur, unless the  Assignee  shall
               have  executed  and  delivered to  the  Trustee  an
               investment  letter substantially  in  the  form  of
               Exhibit  D  hereto  and the Transferor  shall  have
               granted  its  prior written consent thereto.   Such
               consent  shall  not  be granted if  the  Transferor
               determines in its sole and absolute discretion that
               such  Transfer would create a risk that  the  Trust
               would  be  classified for federal or any applicable
               state  tax  purposes as an association or  publicly
               traded   partnership  taxable  as  a   corporation;
               provided,  that any attempted Transfer  that  would
               cause  the  number  of Targeted Holders  to  exceed
               ninety-nine  shall be void; and provided,  further,
               that  the number of Targeted Holders for the  Trust
               as  a  result  of Transfers of Class C Certificates
               shall not be more than ten or such other number  as
               may  be  consented  to  by  the  Transferor,  which
               consent  may  be withheld in its sole and  absolute
               discretion.   The Transferor agrees to monitor  the
               number  of Targeted Holders and to deny its consent
               to  any transfer of any interest in the Trust  with
               respect to which no opinion has been rendered  that
               such  certificate (or other interest in the  Trust)
               will  be  treated  as debt for federal  income  tax
               purposes if such transfer could cause the number of
               Targeted Holders to exceed ninety-nine.

                    (b)   Each  initial purchaser  of  a  Class  C
               Certificate  or  any  interest  therein   and   any
               Assignee  thereof  shall  further  certify  to  the
               Transferor,  the Servicer and the Trustee  that  it
               has  neither  acquired nor will it sell,  trade  or
               transfer  any interest in a Class C Certificate  or
               cause  an interest in a Class C Certificate  to  be
               marketed  on or through an "established  securities
               market" within the meaning of Section 7704(b)(1) of
               the  Code  and  any  proposed, temporary  or  final
               treasury regulation thereunder, including,  without
               limitation,   an  over-the-counter-market   or   an
               interdealer   quotation   system   that   regularly
               disseminates  firm  buy  or  sell  quotations.   In
               addition,  each  initial purchaser  of  a  Class  C
               Certificate  or  any  interest  therein   and   any
               Assignee  shall certify, prior to any  delivery  or
               Transfer to it of a Class C Certificate, that it is
               not and, for so long as it holds any interest in  a
               Class C Certificate, will not become a partnership,
               Subchapter S corporation or grantor trust for  U.S.
               federal   income  tax  purposes.   If  an   initial
               purchaser  of an interest in a Class C  Certificate
               or   an  Assignee  cannot  make  the  certification
               described in the preceding sentence, the Transferor
               may, in its sole discretion, prohibit a Transfer to
               such   entity;  provided,  however,  that  if   the
               Transferor  agrees to permit such a  Transfer,  the
               Transferor  or the Servicer may require  additional
               certifications in order to prevent the  Trust  from
               being  treated  as  a publicly traded  partnership.
               Each initial purchaser of an interest in a Class  C
               Certificate and each Assignee acknowledges that any
               Opinion  of Counsel furnished to the Transferor  or
               the  Trustee to the effect that the Trust will  not
               be treated as a publicly traded partnership taxable
               as  a corporation will be dependent in part on  the
               accuracy  of the certifications described  in  this
               subsection 6.17(b).

                    (c)   Subject to the provisions of subsections
               6.17(a)  and 6.17(b) above, the Transferor  may  at
               any  time,  without  the consent  of  the  Investor
               Certificateholders, (i) sell or transfer all  or  a
               portion  of  the Class C Certificates and  (ii)  in
               connection  with  any such sale or transfer,  enter
               into  a  supplemental agreement  with  the  Trustee
               pursuant  to  which the Transferor  may  amend  the
               Class  C Certificate Rate, set forth the amount  of
               monthly  interest  due  Class C  Certificateholders
               (the  "Class C Interest"), provide for the  payment
               of  additional  amounts (the  "Class  C  Additional
               Interest")  with  respect  to  any  shortfall  (the
               "Class  C Interest Shortfall") in payments of  such
               Class   C  Interest  and  provide  for  such  other
               provisions with respect to the Class C Certificates
               as may be specified in such supplemental agreement,
               provided  that in each such case (A) the Transferor
               shall  have  given  notice  to  the  Trustee,   the
               Servicer,  the Administrative Agent and the  Rating
               Agencies of such proposed sale or transfer  of  the
               Class   C   Certificates  and   such   supplemental
               agreement at least five Business Days prior to  the
               consummation  of  such sale  or  transfer  and  the
               execution  of such proposed supplemental agreement;
               (B)  the  Rating Agency Condition shall  have  been
               satisfied;  (C)  no Trust Pay Out Event  or  Series
               1999-1  Pay Out Event shall have occurred prior  to
               the  consummation of such proposed sale or transfer
               of  Class C Certificates or the execution  of  such
               supplemental  agreement; (D) the  Transferor  shall
               have delivered an Officer's Certificate, dated  the
               date  of  the consummation of such sale or transfer
               and   the   effectiveness  of   such   supplemental
               agreement,  to  the effect that, in the  reasonable
               belief  of  the Transferor, such action  will  not,
               based  on  the facts known to such officer  at  the
               time  of such certification, cause a Pay Out  Event
               to  occur  with  respect to  any  Series,  (E)  the
               Transferor  will  have  delivered  an  Opinion   of
               Counsel,  dated  the date of such certificate  with
               respect  to  such  action to the effect  that  such
               action  will  not adversely affect the  Federal  or
               Applicable Tax State income tax characterization of
               any outstanding Series of Investor Certificates  or
               the  taxability  of  the  Trust  under  Federal  or
               Applicable  Tax  State income  tax  laws,  and  (F)
               either (x) the Available Reserve Amount on the most
               recent  Determination Date (after giving effect  to
               all  payments and allocations on such Determination
               Date) shall have been equal to or greater than  the
               Required Reserve Amount on such Determination Date,
               each  recalculated on a pro forma basis  as  though
               the  Class C Certificates had borne interest at the
               amended  Class C Interest Rate throughout  each  of
               the    three   Monthly   Periods   preceding   such
               Determination Date or (y) the Administrative  Agent
               shall have consented to such supplemental agreement
               and  the  terms  and conditions set forth  therein;
               provided,  further, as a condition to the  sale  or
               transfer  of  all  or  a portion  of  the  Class  C
               Certificates  the transferee shall be  required  to
               agree  not to institute against, or join any  other
               Person  in  instituting against, or join any  other
               Person  instituting  against,  the  Trust  or   the
               Transferor    any    bankruptcy,    reorganization,
               arrangement, insolvency or liquidation  proceeding,
               or  other  proceeding under any  federal  or  state
               bankruptcy or similar law, for one year and one day
               after all Investor Certificates are paid in full.

                    (d)   Transfers of Class C Certificates  shall
               also  be  subject to the provisions  of  subsection
               3(c) of this Variable Funding Supplement.

                    Section 6.18    Transfers of Variable  Funding
               Certificates; Legends.  (a)  The provisions of this
               Section   6.18   shall  apply  to   the   Class   A
               Certificates  and the Class B Certificates  unless,
               with respect to such Class, the Transferor and  the
               Trustee  shall have received an Opinion of  Counsel
               to  the  effect that such Class will be treated  as
               indebtedness for federal income tax purposes.

                    (b) Subject to subsection 6.18(a), no Transfer
               of  a Class A Certificate or Class B Certificate or
               any  interest  therein (including  in  the  initial
               offering) may occur, except in accordance with this
               Section   6.18.   Any  Transfer  of   a   Class   A
               Certificate   or  Class  B  Certificate   otherwise
               permitted  by  this Section 6.18 will be  permitted
               only  if  it  consists  of a  pro  rata  percentage
               interest in all payments made with respect to  such
               Holder's  beneficial  interest  in  the   Class   A
               Certificates or Class B Certificates, as  the  case
               may be.  No Transfer of a Class A Certificate or  a
               Class B Certificate or any interest therein to  any
               Assignee  shall be permitted, unless such  Assignee
               shall have executed and delivered to the Trustee an
               investment  letter substantially  in  the  form  of
               Exhibit  A  to  the  Class A  Certificate  Purchase
               Agreement  or  to the Class B Certificate  Purchase
               Agreement, as applicable, and, except in  the  case
               of a Transfer to a Support Bank (as defined in such
               respective agreements), unless the Transferor shall
               have  granted  its  prior written consent  thereto.
               Such consent shall not be granted if the Transferor
               reasonably  determines  that  such  Transfer  would
               create  a  risk that the Trust would be  classified
               for federal or any applicable state tax purposes as
               an   association  or  publicly  traded  partnership
               taxable  as  a  corporation;  provided,  that   any
               attempted  Transfer that would cause the number  of
               Targeted  Holders  to exceed ninety-nine  shall  be
               void;  and  provided, further, that the  number  of
               Targeted  Holders  for the Trust  as  a  result  of
               Transfers  of  Class  A Certificates  and  Class  B
               Certificates  shall not in the  aggregate  be  more
               than 20 or such other number as may be consented to
               by the Transferor, which consent may be withheld in
               its  sole  and absolute discretion.  The Transferor
               shall not withhold its consent to a Transfer unless
               (i)  the determination referred to in the preceding
               sentence  has  been  made  with  respect  to   such
               Transfer,  (ii)  one  of the two  provisos  to  the
               preceding  sentence is applicable to such Transfer,
               (iii) the Transferor has the right to withhold  its
               consent  to such Transfer pursuant to the  Class  A
               Certificate  Purchase  Agreement  or  the  Class  B
               Certificate  Purchase Agreement, as applicable,  or
               (iv)  the Transferor has the right to prohibit such
               Transfer pursuant to subsection 6.18(c).

                    (c)   Each  initial purchaser  of  a  Class  A
               Certificate   or   a   Class  B   Certificate,   as
               applicable,  or  any  interest  therein   and   any
               Assignee  thereof  shall  further  certify  to  the
               Transferor,  the Servicer and the Trustee  that  it
               has  neither  acquired nor will it sell,  trade  or
               transfer  any interest in a Class A Certificate  or
               Class  B  Certificate, as applicable, or  cause  an
               interest  in  a  Class  A Certificate  or  Class  B
               Certificate,  as applicable, to be marketed  on  or
               through  an "established securities market"  within
               the  meaning of Section 7704(b)(1) of the Code  and
               any   proposed,   temporary   or   final   treasury
               regulation    thereunder,    including,     without
               limitation,   an  over-the-counter-market   or   an
               interdealer   quotation   system   that   regularly
               disseminates  firm  buy  or  sell  quotations.   In
               addition,  each  initial purchaser  of  a  Class  A
               Certificate   or   a   Class  B   Certificate,   as
               applicable,  or  any  interest  therein   and   any
               Assignee  shall certify, prior to any  delivery  or
               Transfer to it of a Class A Certificate or Class  B
               Certificate, as applicable, that it is not and, for
               so  long  as  it holds any interest in  a  Class  A
               Certificate  or Class B Certificate, as applicable,
               will   not  become  a  partnership,  Subchapter   S
               corporation  or  grantor  trust  for  U.S.  federal
               income tax purposes.  If an initial purchaser of an
               interest  in  a  Class  A Certificate  or  Class  B
               Certificate   or  an  Assignee  cannot   make   the
               certification described in the preceding  sentence,
               the  Transferor  may,  in its sole  discretion,  by
               written notice to the Trustee permit a Transfer  to
               such   entity;  provided,  however,  that  if   the
               Transferor  agrees to permit such a  Transfer,  the
               Transferor, the Servicer or the Trustee may require
               additional  certifications in order to prevent  the
               Trust  from  being  treated as  a  publicly  traded
               partnership.  Each initial purchaser of an interest
               in  a  Class A Certificate or a Class B Certificate
               and each Assignee acknowledges that the Opinion  of
               Counsel  to the effect that the Trust will  not  be
               treated as a publicly traded partnership taxable as
               a  corporation is dependent in part on the accuracy
               of  the certifications described in this subsection
               6.18(c).

                    (d) Transfers of Class A Certificates or Class
               B   Certificates  shall  also  be  subject  to  the
               provisions  of  subsection 3(c)  of  this  Variable
               Funding Supplement.

           SECTION 10     Series 1999-1 Pay Out Events.   The  Pay
Out  Events  which can cause the commencement of the  Amortization
Period   with  respect  to  the  Series  1999-1  Variable  Funding
Certificates include the Trust Pay Out Events described in Section
9.1  of  the  Agreement  and  the Series  1999-1  Pay  Out  Events
described  in the following sentence.  If any one of the following
events shall occur with respect to the Series 1999-1 Certificates:

          (a)   failure on the part of the Transferor (i) to  make
          any  payment or deposit required by the terms of (A) the
          Agreement or (B) this Variable Funding Supplement, on or
          before the date occurring five days after the date  such
          payment or deposit is required to be made herein or (ii)
          duly  to observe or perform in any material respect  any
          covenants or agreements of the Transferor set  forth  in
          the Agreement or this Variable Funding Supplement, which
          failure has a material adverse effect on the Series 1999-
          1   Variable   Funding  Certificateholders   and   which
          continues  unremedied for a period of 60 days after  the
          date  on which written notice of such failure, requiring
          the  same to be remedied, shall have been given  to  the
          Transferor by the Trustee, or to the Transferor and  the
          Trustee   by   the  Holders  of   Class  A  Certificates
          evidencing Undivided Interests aggregating more than 50%
          of   the   Class  A  Invested  Amount  or  of  Class   B
          Certificates evidencing Undivided Interests  aggregating
          more  than  50%  of  the  Class B Invested  Amount,  and
          continues   to  affect  materially  and  adversely   the
          interests   of   the  Series  1999-1  Variable   Funding
          Certificateholders for such period;

          (b)    any  representation  or  warranty  made  by   the
          Transferor  in  the  Agreement  or  this  Series  1999-1
          Variable   Funding   Supplement,  or   any   information
          contained in a computer file or microfiche list required
          to  be  delivered by the Transferor pursuant to  Section
          2.1  or  2.6 of the Agreement,  (i) shall prove to  have
          been incorrect in any material respect when made or when
          delivered,  which  continues  to  be  incorrect  in  any
          material respect for a period of 60 days after the  date
          on  which written notice of such failure, requiring  the
          same  to  be  remedied, shall have  been  given  to  the
          Transferor by the Trustee, or to the Transferor and  the
          Trustee   by   the  Holders  of  Class  A   Certificates
          evidencing Undivided Interests aggregating more than 50%
          of   the   Class  A  Invested  Amount  or  of  Class   B
          Certificates evidencing Undivided Interests  aggregating
          more  than 50% of the Class B Invested Amount, and  (ii)
          as  a result of which the interests of the Series 1999-1
          Variable  Funding Certificateholders are materially  and
          adversely  affected and continue to  be  materially  and
          adversely  affected for such period; provided,  however,
          that  a  Series  1999-1 Pay Out Event pursuant  to  this
          subsection  10(b) shall not be deemed to  have  occurred
          hereunder if the Transferor has accepted reassignment of
          the  related Receivable, or all of such Receivables,  if
          applicable,  during such period in accordance  with  the
          provisions of the Agreement;

          (c)    the   average  Portfolio  Yield  for  any   three
          consecutive Monthly Periods is reduced to a  rate  which
          is  less  than the average of the daily Base  Rates  for
          such period;

          (d)   (i)  the Transferor Amount shall be less than  the
          Minimum Transferor Amount or (ii) the sum of the  amount
          of  Principal Receivables in the Trust and the amount on
          deposit in the Excess Funding Account shall be less than
          the  Minimum  Aggregate Principal Receivables,  in  each
          case for 15 consecutive days;

          (e)   any Servicer Default shall occur which would  have
          a  material adverse effect on the Series 1999-1 Variable
          Funding Certificateholders;

          (f)   failure on the part of the Servicer to deliver the
          Daily  Report  or Settlement Statement  to  the  Trustee
          when  due, which failure continues for a period of  five
          Business Days after the date on which written notice  of
          such  failure, requiring the same to be remedied,  shall
          have been given by the Trustee to the Servicer;

          (g)   the  Trustee shall have received notice  from  the
          Administrative  Agent  that  a  Termination  Event   has
          occurred   under   the  Class  A  Certificate   Purchase
          Agreement  or the Class B Certificate Purchase Agreement
          and  stating that such occurrence constitutes  a  Series
          1999-1 Pay Out Event;

          (h)  failure on the part of the Servicer duly to observe
          or perform in any respect any covenants or agreements of
          the  Servicer  set  forth in the Agreement  (other  than
          those   set  forth  in  subsection  10.1(a)  or  10.1(f)
          thereof),  which has a material adverse  effect  on  the
          Series  1999-1  Variable Funding Certificateholders  and
          which continues unremedied for a period of 30 days after
          the  date  on  which  written notice  of  such  failure,
          requiring the same to be remedied, has been given to the
          Servicer  by  the  Trustee, or to the Servicer  and  the
          Trustee   by   the  Holders  of  Class  A   Certificates
          evidencing Undivided Interests aggregating more than 50%
          of   the   Class  A  Invested  Amount  or  of  Class   B
          Certificates evidencing Undivided Interests  aggregating
          more than 50% of the Class B Invested Amount, materially
          adversely  affected thereby and continues to  materially
          adversely  affect  such Series 1999-1  Variable  Funding
          Certificateholders  for  such period;  or  the  Servicer
          shall delegate its duties under the Agreement, except as
          permitted by Section 8.7 thereof; or any representation,
          warranty  or certification made by the Servicer  in  the
          Agreement  or in any certificate delivered  pursuant  to
          the  Agreement  shall prove to have been incorrect  when
          made,  which has a material adverse effect on the Series
          1999-1  Variable  Funding Certificateholders  and  which
          continues to be incorrect in any material respect for  a
          period of 45 days after the date on which written notice
          of  such  failure, requiring the same  to  be  remedied,
          shall have been given to the Servicer by the Trustee, or
          to  the Servicer and the Trustee by the Holders of Class
          A    Certificates    evidencing   Undivided    Interests
          aggregating more than 50% of the Class A Invested Amount
          or   of   Class  B  Certificates  evidencing   Undivided
          Interests  aggregating more than  50%  of  the  Class  B
          Invested  Amount, materially adversely affected  thereby
          and continues to materially adversely affect such Series
          1999-1  Variable  Funding  Certificateholders  for  such
          period;

          (i)   failure on the part of the Originator (i) to  make
          any  payment  or deposit required by the  terms  of  the
          Receivables  Purchase Agreement on or  before  the  date
          occurring  five  days  after the date  such  payment  or
          deposit  is required to be made therein or (ii) duly  to
          observe or perform in any material respect any covenants
          or  agreements  of  the  Originator  set  forth  in  the
          Receivables  Purchase Agreement,  which  failure  has  a
          material  adverse effect on the Series  1999-1  Variable
          Funding    Certificateholders   and   which    continues
          unremedied  for a period of 60 days after  the  date  on
          which written notice of such failure, requiring the same
          to  be remedied, shall have been given to the Originator
          by  the Trustee, or to the Originator and the Trustee by
          the Holders of Class A Certificates evidencing Undivided
          Interests  aggregating more than  50%  of  the  Class  A
          Invested  Amount  or of Class B Certificates  evidencing
          Undivided  Interests aggregating more than  50%  of  the
          Class   B  Invested  Amount,  and  continues  to  affect
          materially  and adversely the interests  of  the  Series
          1999-1  Variable  Funding  Certificateholders  for  such
          period;

          (j)    any  representation  or  warranty  made  by   the
          Originator in the Receivables Purchase Agreement, or any
          information contained in a transmittal list required  to
          be  delivered by the Originator pursuant to Section 2.02
          thereof,  (i) shall prove to have been incorrect in  any
          material  respect  when  made or when  delivered,  which
          continues to be incorrect in any material respect for  a
          period of 60 days after the date on which written notice
          of  such  failure, requiring the same  to  be  remedied,
          shall  have been given to the Originator by the Trustee,
          or  to the Originator and the Trustee by the Holders  of
          Class  A  Certificates  evidencing  Undivided  Interests
          aggregating more than 50% of the Class A Invested Amount
          or   of   Class  B  Certificates  evidencing   Undivided
          Interests  aggregating more than  50%  of  the  Class  B
          Invested  Amount,  and (ii) as a  result  of  which  the
          interests   of   the  Series  1999-1  Variable   Funding
          Certificateholders are materially and adversely affected
          and continue to be materially and adversely affected for
          such period; provided, however, that a Series 1999-1 Pay
          Out Event pursuant to this subsection 10(k) shall not be
          deemed to have occurred hereunder if the Originator  has
          accepted reassignment of the related Receivable, or  all
          of  such Receivables, if applicable, during such  period
          in  accordance  with the provisions of  the  Receivables
          Purchase Agreement;

         (k)   Federated shall cease to own directly or indirectly
         100%  of the issued and outstanding capital stock of each
         of the Transferor and the Originator;

         (l)   the Originator shall not be in compliance with  all
         minimum  ratios  of total capital (and core  capital)  to
         risk-weighted-assets   required   by   the   governmental
         authorities regulating the Originator in accordance  with
         the  implementation  by  such authorities  of  the  Basle
         Accord and such noncompliance shall have continued for  a
         period of 30 days; or

         (m)   the  sum  of  (i) Transferor's tangible  net  worth
         (determined   in   accordance  with  generally   accepted
         accounting  principles) plus (ii) to the extent  excluded
         in  determining such tangible net worth, the  outstanding
         principal amount of, and all accrued and unpaid  interest
         on,  the subordinated promissory note from the Transferor
         to   FCHC  referred  to  in  subsection  2.5(l)  of   the
         Agreement,  at  any time shall be less than  $20,000,000,
         and  such  condition shall continue for a  period  of  30
         days;

         then,  in the case of any event described in subparagraph
         (a),  (b), (e), (f), (h), (i), (j), (k), (l) or (m) after
         the  applicable grace period, if any, set forth  in  such
         subparagraphs,  either  the Trustee  or  the  Holders  of
         Class   A  Certificates  evidencing  Undivided  Interests
         aggregating more than 50% of the Class A Invested  Amount
         or   of   Class   B  Certificates  evidencing   Undivided
         Interests  aggregating  more than  50%  of  the  Class  B
         Invested Amount, by notice then given in writing  to  the
         Transferor and the Servicer (and to the Trustee if  given
         by  the  Certificateholders) may declare that a  pay  out
         event  (a "Series 1999-1 Pay Out Event") has occurred  as
         of  the date of such notice, and in the case of any event
         described  in  subparagraph (c),  (d),  (g)  or   (h),  a
         Series  1999-1  Pay  Out Event shall  occur  without  any
         notice or other action on the part of the Trustee or  the
         Series   1999-1   Variable   Funding   Certificateholders
         immediately  upon  the occurrence  of  such  event.   The
         Servicer  shall  provide prompt  written  notice  to  the
         Rating  Agencies of the occurrence of any Pay  Out  Event
         following  the Servicer's obtaining actual  knowledge  of
         such event.

           SECTION 11     Successor Servicer and Delegation.   (a)
Section  10.2  of  the Agreement shall read  in  its  entirety  as
provided in the Agreement and, in addition, the following sentence
should  be  inserted  in  the fifteenth line  of  Section  10.2(a)
between  the  phrase  "acceptable to the Trustee."  and  "If  such
Successor  Servicer is" and shall be applicable only with  respect
to  the Series 1999-1 Certificates:  "Any Successor Servicer  must
either (A) be approved by the Class A Agent and the Class B Agent,
which  approvals shall not be unreasonably withheld, or (B)  be  a
Person which (i) has a net worth of at least $50,000,000, (ii) has
serviced  at  least  $2,000,000,000  of  credit  or  charge   card
receivables  at  any one time outstanding during the  previous  12
months and (iii) has a senior long-term debt rating, as determined
by   at   least  one  nationally  recognized  statistical   rating
organization, of at least `BBB' or its equivalent, provided,  that
if  such Successor Servicer has no long term debt or such debt  is
not   rated   by   a  nationally  recognized  statistical   rating
organization, the long term debt rating of its parent must  be  at
least `BBB' or its equivalent."

          (b)   The  Servicer shall not delegate  any  significant
duties  as  servicer under the Agreement pursuant to  Section  8.7
thereof  to any Person other than an Affiliate of FDSNB except  in
accordance  with such Section and with the prior  consent  of  the
Administrative Agent acting at the direction of Holders of Class A
Certificates evidencing Undivided Interests aggregating more  than
50%  of  the  Class A Invested Amount or of Class  B  Certificates
evidencing  Undivided Interests aggregating more than 50%  of  the
Class B Invested Amount, which direction shall not be unreasonably
withheld.

          (c)   The Trustee covenants and agrees that, so long  as
any portion of the Class A Investor Principal Balance or the Class
B  Investor  Principal  Balance shall remain  outstanding  or  any
monetary  obligation  arising  hereunder  or  under  the  Class  A
Certificate Purchase Agreement or the Class B Certificate Purchase
Agreement to the Class A Agent, the Class B Agent or any purchaser
thereunder  shall  remain  unpaid,  unless  Holders  of  Class   A
Certificates evidencing Undivided Interests aggregating more  than
50%  of  the  Class A Invested Amount and of Class B  Certificates
evidencing  Undivided Interests aggregating more than 50%  of  the
Class  B  Invested Amount, shall otherwise consent in writing,  it
shall,  for  the  benefit  of the Class A Certificateholders,  the
Class  A  Agent, the Class B Certificateholders and  the  Class  B
Agent,  and so long as the Class B Certificate Purchase  Agreement
or the Class B Certificate Purchase Agreement, as the case may be,
shall  be  in effect, use reasonable efforts to consult  with  the
Class  A  Agent and the Class B Agent prior to any appointment  of
any  Successor Servicer pursuant to Section 10.2 of the Agreement;
provided that the consent of the Class A Certificateholders or the
Class  B  Certificateholders  to the appointment  of  a  Successor
Servicer  shall only be required if otherwise required  under  the
terms of the Agreement.

           SECTION 12     Successor Trustee.  Section 11.6 of  the
Agreement  shall read in its entirety as provided in the Agreement
and, in addition, the following sentence shall be added to the end
of  subsection  11.6(c) of the Agreement and shall  be  applicable
only  to  the Series 1999-1 Certificates:  "Any successor  trustee
appointed  pursuant to this Section 11.6 shall be subject  to  the
written  consent of the Administrative Agent (which consent  shall
not be unreasonably withheld)."

           SECTION 13     Notices to Administrative Agent.  A copy
of  each  notice, demand, direction, report, Officer's Certificate
or  other certificate, election and opinion required to be sent or
delivered  pursuant to Section or subsection 1.2(d), 2.3,  2.4(b),
2.4(d), 2.5(f), 2.6(d), 2.6(e), 2.7, 3.5, 3.6, 6.3(b), 6.9,  6.14,
7.2,  8.2,  8.7, 9.2, 10.1, 10.2, 10.3, 10.4, 11.6,  11.9,  11.15,
12.1,  12.2  or  13.2  of  the Agreement shall  also  be  sent  or
delivered and, in the case of opinions, shall be addressed to  the
Administrative Agent.  The Trustee shall also promptly furnish  to
the  Administrative Agent a copy of any notice delivered to it  by
any  Holder  of  Investor Certificates (other than  notices  which
relate solely to a Series of Investor Certificates other than  the
Series  1999-1  Certificates or in connection  with  transfers  of
Certificates).

     The Transferor shall give prompt notice to the Administrative
Agent  (if  not  otherwise provided for in the Agreement  or  this
Variable  Funding  Supplement) of any  deposit  made  pursuant  to
subsection 2.4(c) or 3.8(a) of the Agreement, any change in Charge
Account Agreements or the Credit and Collection Policy pursuant to
subsection Section 2.5(c) of the Agreement or Section 14  of  this
Variable  Funding  Supplement that constitutes  a  change  to  the
Charge  Account  Agreements, any transfer pursuant  to  subsection
2.5(f)  of  the  Agreement  and any circumstance  contemplated  by
subsection  3.1(c)  of  the Agreement.  The  Servicer  shall  give
prompt  notice  to the Administrative Agent of any change  in  the
depositary  holding the Collection Account pursuant to  subsection
4.2(a)  of the Agreement, and the Trustee shall give prompt notice
to  the  Administrative Agent of the appointment or change of  any
Paying  Agent  pursuant to Section 6.6 of the  Agreement  and  any
merger, conversion or consolidation of the Trustee as contemplated
by Section 11.9 of the Agreement.

           SECTION 14     Charge Account Agreements and Credit and
Collection Policies. Section 2.5(c) of the Agreement shall read in
its  entirety  as set forth below and as so amended  and  restated
shall  be  applicable  only  with respect  to  the  Series  1999-1
Certificates:  "The Transferor shall comply with and  perform  its
obligations  and  shall cause the Originator to  comply  with  and
perform  their  obligations  under the Charge  Account  Agreements
relating  to  the  Accounts and the Credit and  Collection  Policy
except  insofar  as  any failure to comply or  perform  would  not
materially  and adversely affect the rights of the  Trust  or  the
Certificateholders  hereunder  or  under  the  Certificates.   The
Transferor  may  change  the terms and provisions  of  the  Charge
Account  Agreements  or the Credit and Collection  Policy  in  any
respect  (including,  without limitation,  the  reduction  of  the
required  minimum monthly payment, the calculation of the  amount,
or the timing, of charge offs and the periodic finance charges and
other  fees to be assessed thereon) only if such change (i)  would
not,   in   the  reasonable  belief  of  the  Transferor,   cause,
immediately or with the passage of time, a Series 1999-1  Pay  Out
Event to occur, (ii) (A) if it owns a comparable segment of charge
card  accounts,  such change is made applicable to the  comparable
segment  of  the  revolving  credit card  accounts  owned  by  the
Transferor,  if any, which have characteristics the  same  as,  or
substantially  similar to, the Accounts that are  the  subject  of
such  change and (B) if it does not own such a comparable segment,
it  will  not  make any such change with the intent to  materially
benefit  the  Transferor  or  the  Originator  over  the  Investor
Certificateholders,   except  as  otherwise   restricted   by   an
endorsement,   sponsorship,  or  other   agreement   between   the
Transferor  and an unrelated third party or by the  terms  of  the
Charge  Account Agreements, and (iii) if the Servicer is servicing
charge  card  accounts  owned by an unrelated  third  party,  such
change  would  not result in the Servicer's applying a  materially
higher standard of care to the servicing of such accounts than  it
applies  under  this Agreement.  Notwithstanding  the  Credit  and
Collection Policy, in the event that (i) a Servicer Default  shall
have  occurred,  or  (ii) any event or circumstance  described  in
subsection  9.1(a)  of  the  Agreement shall  have  occurred  with
respect  to Federated, the Servicer shall promptly take all  steps
necessary to cause the availability of In-Store Payments to  cease
and  shall  indemnify and hold the Trust harmless  from  any  loss
resulting from any further In-Store Payments which for any  reason
are  not  available for application as Collections as provided  in
the Agreement."

          SECTION 15     Minimum Denominations.  The Series 1999-1
Certificates shall initially be issued in the principal amounts of
$124,800,000  Class  A Variable Funding Certificates,  $15,600,000
Class  B  Variable  Funding Certificates and $15,600,000  Class  C
Certificates.   There  shall be no minimum  denomination  for  the
Series 1999-1 Certificates and the principal amount thereof  shall
equal  on  any day the principal amount thereof reflected  on  the
then most recently issued Daily Report.

           SECTION 16     Cash Equivalents.  No investment of  any
amounts  on  deposit in any account established pursuant  to  this
Series 1999-1 Variable Funding Supplement which is not otherwise a
Cash  Equivalent (i) issued by an investment company described  in
subclause  (x) of clause (c) of the definition of Cash Equivalents
or  (ii) described in clause (d) or (e) of the definition of  Cash
Equivalent shall constitute a Cash Equivalent without the  written
approval of the Administrative Agent.

            SECTION  17      Automatic  Additional  Accounts.  The
Transferor  shall not elect to terminate or suspend the  inclusion
of Automatic Additional Accounts without the prior written consent
of  the  Administrative Agent acting on behalf of the  Holders  of
Series 1999-1 Variable Funding Certificates as provided in Section
19 of this Variable Funding Supplement.

           SECTION 18     Series 1999-1 Termination.  The right of
the  Series 1999-1 Certificateholders to receive payments from the
Trust  will  terminate  on the first Business  Day  following  the
Series 1999-1 Termination Date.

           SECTION  19     Actions by Administrative  Agent.   The
Administrative Agent shall have no obligation hereunder  to  grant
any  consent  or approval, to give any direction or  to  take  any
discretionary action unless and until it has been directed  to  do
so  by  the Class A Certificateholders as provided in the Class  A
Certificate    Purchase   Agreement   or   by    the    Class    B
Certificateholders as provided in the Class B Certificate Purchase
Agreement.

           SECTION 20     Periodic Finance Charges and Other Fees.
The Transferor hereby agrees that, except as otherwise required by
any  Requirement of Law, or as is deemed by the Transferor  to  be
necessary in order for the Transferor to maintain its credit  card
business, based upon a good faith assessment by the Transferor, in
its  sole  discretion,  of the nature of the  competition  in  the
credit card business, it shall not at any time reduce the Periodic
Finance  Charges assessed on any Receivable or other fees  on  any
Account  if,  as  a  result  of such reduction,  the  Transferor's
reasonable  expectation of the Portfolio Yield  as  of  such  date
would be less than the Base Rate.

          SECTION 21     Rating Agency Condition.  Any requirement
set  forth  in the Agreement that, with respect to any  action  or
series  of  related actions or proposed transaction or  series  or
related  proposed  transactions, each  Rating  Agency  shall  have
determined or notified the Trustee, the Transferor or the Servicer
that  such  action  or  series  of  related  actions  or  proposed
transaction  or series or related proposed transactions  will  not
result in a reduction or withdrawal of the rating of any Series of
Investor  Certificates  (or any similar requirement),  shall  mean
with  respect  to  the  Series  1999-1,  that  the  Rating  Agency
Condition has been satisfied with respect to such action or series
of  related  actions or proposed transaction or series or  related
proposed transactions.

           SECTION 22     Distribution Account.  There shall be no
Distribution Account for Series 1999-1.

           SECTION  23      Certificate Purchase Agreements.   The
Trustee  hereby  acknowledges receipt of copies  of  the  Class  A
Certificate   Purchase  Agreement  and  the  Class  B  Certificate
Purchase  Agreement and agrees to be bound by  the  provisions  of
subsection  9.12  (b)  and Sections 9.14 and  9.15  of  each  such
agreement applicable to it.  The Servicer hereby agrees to provide
the Trustee with a copy of any amendment or other modification  to
either such agreement.

            SECTION   24       Ratification  of   Agreement.    As
supplemented by this Variable Funding Supplement, the Agreement is
in  all  respects ratified and confirmed and the Agreement  as  so
supplemented  by this Variable Funding Supplement shall  be  read,
taken, and construed as one and the same instrument.

           SECTION  25      Counterparts.  This  Variable  Funding
Supplement may be executed in any number of counterparts, each  of
which  so executed shall be deemed to be an original, but  all  of
such  counterparts shall together constitute but one and the  same
instrument.

           SECTION  26      GOVERNING LAW.  THIS VARIABLE  FUNDING
SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS  OF  THE
STATE  OF  NEW  YORK,  WITHOUT REFERENCE TO ITS  CONFLICT  OF  LAW
PROVISIONS,  AND  THE  OBLIGATIONS, RIGHTS  AND  REMEDIES  OF  THE
PARTIES  HEREUNDER  SHALL BE DETERMINED IN  ACCORDANCE  WITH  SUCH
LAWS.

           SECTION 27     The Trustee.  The Trustee shall  not  be
responsible in any manner whatsoever for or in respect of (a)  the
sufficiency  of  this Variable Funding Supplement  or  for  or  in
respect  of  the  Preliminary Statement contained herein,  all  of
which  recitals  are  made  solely  by  the  Transferor,  or   (b)
determining,   calculating  or  verifying  any  of  the   amounts,
percentages, collections, distributions or other computations  set
forth in this Variable Funding Supplement.

            SECTION   28       Instructions   in   Writing.    All
instructions given by the Servicer to the Trustee pursuant to this
Variable  Funding  Supplement shall be  in  writing,  and  may  be
included in a Daily Report or Settlement Statement.

IN  WITNESS WHEREOF, the Transferor, the Servicer and the  Trustee
have  caused this Series 1999-1 Variable Funding Supplement to  be
duly  executed by their respective officers as of the day and year
first above written.

                                   PRIME II RECEIVABLES CORPORATION
                                     Transferor

                                   By:/s/ Susan P. Storer
                                         Name:  Susan P. Storer
                                         Title:  President


                                   FDS NATIONAL BANK
                                     Servicer

                                   By:/s/ Susan R. Robinson
                                         Name:  Susan R. Robinson
                                         Title:  Treasurer


                                   THE CHASE MANHATTAN BANK
                                     Trustee

                                   By:/s/ Jennifer Cupo
                                         Name:  Jennifer Cupo
                                         Title:  Vice President




                                                       Exhibit A-1


          [FORM OF CLASS A VARIABLE FUNDING CERTIFICATE]


     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE  UPON
EXEMPTIONS  PROVIDED BY THE SECURITIES ACT.  NO  RESALE  OR  OTHER
TRANSFER OF THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B)  IN
A  TRANSACTION  EXEMPT FROM THE REGISTRATION REQUIREMENTS  OF  THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.
NEITHER  THE  TRANSFEROR NOR THE TRUSTEE IS OBLIGATED TO  REGISTER
THE  CERTIFICATES UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES
OR "BLUE SKY" LAW.

      EACH  HOLDER OF THIS CERTIFICATE OR AN INTEREST THEREIN,  BY
ACCEPTING  AND  HOLDING  THIS  CERTIFICATE,  IS  DEEMED  TO   HAVE
REPRESENTED  AND WARRANTED THAT IT IS NOT (I) AN EMPLOYEE  BENEFIT
PLAN  AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO  THE
PROVISIONS  OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN  SECTION
4975(E)(l)  OF THE INTERNAL REVENUE CODE OF 1986, AS  AMENDED,  OR
(III)  ANY  ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS  BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY.

No.       ___% Percentage Interest

                 PRIME CREDIT CARD MASTER TRUST II
               CLASS A VARIABLE FUNDING CERTIFICATE,
                           SERIES 1999-1


      Evidencing an undivided interest in a trust, the  corpus  of
which  consists of receivables generated from time to time in  the
ordinary course of business from a portfolio of consumer revolving
credit  card accounts generated or to be generated by FDS National
Bank  ("FDSNB")  and other assets and interests  constituting  the
Trust under the Pooling and Servicing Agreement described below.

      (Not  an  interest in or a recourse obligation of  Prime  II
Receivables  Corporation,  FDSNB or any  affiliate  of  either  of
them.)

       This   certifies  that  ____________________________   (the
"Certificateholder")  is  the registered  owner  of  a  fractional
undivided interest in the Prime Credit Card Master Trust  II  (the
"Trust")  issued pursuant to the Pooling and Servicing  Agreement,
dated   as  of  January  22,  1997  (the  "Pooling  and  Servicing
Agreement,"  such  term  to include any  amendment  or  Supplement
thereto)  by  and  among  Prime  II  Receivables  Corporation,  as
Transferor   (the   "Transferor"),   FDSNB,   as   Servicer   (the
"Servicer"),  and  The  Chase  Manhattan  Bank,  as  Trustee  (the
"Trustee"),  and  the  Series 1999-1 Variable Funding  Supplement,
dated as of July 6, 1999 (the "Supplement"), among the Transferor,
the Servicer and the Trustee.  The corpus of the Trust consists of
all of the Transferor's right, title and interest in, to and under
the Trust Property.  The Certificateholder is entitled to payments
from  time  to  time  as  provided in the  Pooling  and  Servicing
Agreement.

      The  holder  of  this  Certificate on any  Business  Day  is
entitled  to payment in an amount equal to its pro rata share  (as
provided in the Pooling and Servicing Agreement) of (a) the  Class
A  Initial  Invested  Amount  plus (b)  an  amount  equal  to  the
aggregate principal amount of any VFC Additional Class A  Invested
Amount purchased by the Class A Certificateholders through the end
of  the  preceding Business Day pursuant to Section  6.15  of  the
Pooling and Servicing Agreement minus (c) the aggregate amount  of
principal payments made to the Class A Certificateholders prior to
such Business Day.

      This  Certificate does not purport to summarize the  Pooling
and  Servicing Agreement and reference is made to the Pooling  and
Servicing Agreement for information with respect to the interests,
rights,  benefits,  obligations, proceeds,  and  duties  evidenced
hereby  and the rights, duties and obligations of the Trustee.   A
copy  of the Pooling and Servicing Agreement may be requested from
the Trustee by writing to the Trustee at 450 West 33rd Street, New
York,  New York 10001, Attention: Corporate Trustee Administration
Department.   To  the extent not defined herein,  the  capitalized
terms  used  herein  have the meanings ascribed  to  them  in  the
Pooling  and Servicing Agreement.  This Certificate is  one  of  a
series of Certificates entitled "Prime Credit Card Master Trust II
Class  A Variable Funding Certificates, Series 1999-1" (the "Class
A  Variable  Funding  Certificates"), each of which  represents  a
fractional  undivided interest in the Trust, and is  issued  under
and  is  subject  to the terms, provisions and conditions  of  the
Pooling  and  Servicing Agreement, to which Pooling and  Servicing
Agreement, as amended from time to time, the Certificateholder  by
virtue  of  the  acceptance  hereof  assents  and  by  which   the
Certificateholder is bound.

      The  Series 1999-1 Certificates are issued in three classes,
the   Class  A  Variable  Funding  Certificates  (of  which   this
certificate  is  one), the Class B Variable Funding  Certificates,
which   are   subordinated  to  the  Class  A   Variable   Funding
Certificates  in  certain rights of payment as  described  in  the
Agreement and the Class C Certificates, which are subordinated  to
the  Class  A Variable Funding Certificates and Class  B  Variable
Funding Certificates in certain rights of payment as described  in
the Agreement.

      A  portion  of  the aggregate Receivables in  the  Trust  as
determined pursuant to the Pooling and Servicing Agreement will be
treated  as  Finance  Charge  Receivables.   Such  amount  may  be
adjusted  from  time  to  time pursuant to  the  Supplement.   The
remainder  of  such  Receivables  will  be  treated  as  Principal
Receivables.

      Each  holder  of a Class A Variable Funding  Certificate  (a
"Class A Certificateholder") or any interest therein by acceptance
of  its  Certificate or any interest therein, agrees to treat  the
Class  A  Variable Funding Certificates for purposes  of  federal,
state  and  local  income or franchise taxes  and  any  other  tax
imposed  on  or  measured  by  income,  as  indebtedness  of   the
Transferor to the extent permitted by law.

      The  Trust's assets are allocated in part to the holders  of
the Investor Certificates (the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates
issued  by the Trust, if any, and to the Transferor.  In  addition
to   the   Investor   Certificates,  an  Exchangeable   Transferor
Certificate  will be issued pursuant to the Pooling and  Servicing
Agreement  and  will represent the Transferor's  Interest  in  the
Trust.  The Exchangeable Transferor Certificate will represent the
interest  in  the  Receivables  not represented  by  the  Investor
Certificates   or   any   other  Series  of   Certificates.    The
Exchangeable  Transferor  Certificate  may  be  exchanged  by  the
Transferor pursuant to the Pooling and Servicing Agreement for one
or  more  Series  of  Certificates  and  a  reissued  Exchangeable
Transferor  Certificate  upon  the conditions  set  forth  in  the
Pooling  and  Servicing  Agreement.  In addition,  to  the  extent
permitted   for  any  Series  of  Certificates  by   the   related
Supplement, the Certificateholders of such Series may tender their
Certificates  and  the  Transferor  may  tender  the  Exchangeable
Transferor  Certificate in exchange for  one  or  more  Series  of
Certificates and a reissued Exchangeable Transferor Certificate.

      The  aggregate  interest  in the Trust  represented  by  the
Investor Certificates at any time shall not exceed an amount equal
to  the Invested Amount at such time.  The Initial Invested Amount
is   $_____________.   The  aggregate  interest   in   the   Trust
represented  by the Class A Variable Funding Certificates  at  any
time  shall  not  exceed an amount equal to the Class  A  Invested
Amount  at  such  time.  The Class A Initial  Invested  Amount  is
$___________.

      Interest will accrue on the unpaid principal amount  of  the
Class A Variable Funding Certificates at a per annum rate equal to
the  Class  A  Certificate Rate and will  be  calculated  on  each
Business Day based on the product of the Class A Certificate  Rate
and  the  outstanding principal balance of the  Class  A  Variable
Funding Certificates on such Business Day.

      If on any Determination Date the Series Default and Dilution
Amount  for  the preceding Monthly Period exceeded  the  aggregate
amount  of  Finance  Charge Collections  applied  to  the  payment
thereof and the Available Reserve Amount, and the amount of Excess
Finance  Charge Collections and Reallocated Principal  Collections
allocated  thereto, then a portion of the Class C Invested  Amount
will be reduced by an amount equal to such deficiency (but not  in
excess  of the Series Default and Dilution Amount for such Monthly
Period) to avoid a charge-off with respect to the Class A Variable
Funding Certificates or Class B Variable Funding Certificates.  If
the Class C Invested Amount is reduced to zero, then a portion  of
the  Class B Invested Amount will be reduced by an amount by which
the  Class  C Invested Amount would have been reduced  below  zero
(but  not  in excess of the Class A/B Default and Dilution  Amount
for  such  Monthly  Period).   If the Class B Invested  Amount  is
reduced  to  zero, then a portion of the Class A  Invested  Amount
will  be reduced by an amount by which the Class B Invested Amount
would  have been reduced below zero (but not in excess of Class  A
Default Amount for such Monthly Period).

       The   Servicer,  is  entitled  to  receive   as   servicing
compensation  a servicing fee in an amount equal to, with  respect
to  each  Series, the product of (i) a fraction, the numerator  of
which  is  the  actual  number of days  in  the  measuring  period
specified  in the applicable Series Supplement and the denominator
of  which  is  the  actual number of days in the  year,  (ii)  the
applicable Series Servicing Fee Percentage and (iii) the  Invested
Amount as of the end of the date of determination for such payment
as  specified in the applicable Series Supplement.  The  share  of
the  Servicing Fee allocable to the Investor Certificates for  any
Business  Day  is  equal to the product of  (i)  a  fraction,  the
numerator of which is the actual number of days from and including
the  preceding Business Day to but excluding such Business Day and
the denominator of which is the actual number of days in the year,
(ii)  2.0% per annum and (iii) the Adjusted Invested Amount as  of
the  end of the preceding Business Day (the "Servicing Fee").  The
Servicing Fee will be paid in the manner set forth in the  Pooling
and   Servicing   Agreement.   The  remainder  of  the   servicing
compensation  will be allocable to the Transferor Amount  and  the
Certificateholders of all other Series, and the  Trustee  and  the
Investor  Certificateholders will not have any obligation  to  pay
such portion of the servicing compensation.

       As  described  in  the  Pooling  and  Servicing  Agreement,
Principal  Collections with respect to any Business  Day  will  be
allocated on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal
Collections.

      Subject  to  the  Pooling and Servicing  Agreement  and  the
Supplement, payments of principal are limited to the unpaid  Class
A  Invested  Amount of the Class A Variable Funding  Certificates,
which  may be less than the unpaid balance of the Class A Variable
Funding  Certificates pursuant to the terms  of  the  Pooling  and
Servicing  Agreement  and the Supplement.  All  principal  of  and
interest on the Class A Variable Funding Certificates is  due  and
payable no later than July 31, 2004, unless a different date shall
be  set  forth  in  an  Extension Notice (the "Series  Termination
Date").  After the Series Termination Date, neither the Trust  nor
the  Transferor  will  have any further obligation  to  distribute
principal   or   interest  on  the  Class   A   Variable   Funding
Certificates.   In the event that the Class A Invested  Amount  is
greater than zero on the Series Termination Date, the Trustee will
sell  or  cause to be sold, to the extent necessary, an amount  of
Principal  Receivables and the related Finance Charge  Receivables
(or,  in some cases, interests therein) up to 110% of the Class  A
Invested  Amount,  the Class B Invested Amount  and  the  Class  C
Invested  Amount at the close of business on such  date  (but  not
more  than  the  total  amount  of Receivables  allocable  to  the
Investor  Certificates  determined pursuant  to  the  Pooling  and
Servicing  Agreement), and shall pay the proceeds to the  Class  A
Certificateholders  pro  rata in final  payment  of  the  Class  A
Variable  Funding  Certificates, then  to  the  Class  B  Variable
Funding Certificateholders pro rata in final payment of the  Class
B   Variable  Funding  Certificates  and  then  to  the  Class   C
Certificateholders  pro  rata in final  payment  of  the  Class  C
Certificates.

      The transfer of this Certificate shall be registered in  the
Certificate  Register  upon  surrender  of  this  Certificate  for
registration of transfer at any office or agency maintained by the
Transfer  Agent and Registrar accompanied by a written  instrument
of transfer in a form satisfactory to the Trustee and the Transfer
Agent and Registrar duly executed by the Certificateholder or such
Certificateholder's attorney-in-fact duly authorized  in  writing,
and   thereupon   one  or  more  new  Class  A  Variable   Funding
Certificates  of  authorized  denominations  and  for   the   same
aggregate  fractional Undivided Interests will be  issued  to  the
designated transferee or transferees.

      As  provided  in  the  Pooling and Servicing  Agreement  and
certain limitations therein and herein set forth, Class A Variable
Funding  Certificates are exchangeable for new  Class  A  Variable
Funding   Certificates   evidencing  like   aggregate   fractional
undivided interests, as requested by the Class A Certificateholder
surrendering  such  Class  A Variable  Funding  Certificates.   No
service  charge  may  be  imposed for any such  exchange  but  the
Transfer  Agent  and  Registrar  may  require  payment  of  a  sum
sufficient to cover any tax or other governmental charge that  may
be imposed in connection therewith.

      The  Trustee,  the Paying Agent and the Transfer  Agent  and
Registrar, and any agent of any of them, may treat the  person  in
whose name this Certificate is registered as the owner hereof  for
all  purposes, and neither the Trustee, the Paying Agent  and  the
Transfer Agent and Registrar, nor any agent of any of them  or  of
any  such agent shall be affected by notice to the contrary except
in  certain  circumstances described in the Pooling and  Servicing
Agreement.

     The Pooling and Servicing Agreement and the Supplement may be
amended from time to time by the Servicer, the Transferor and  the
Trustee,   without   the  consent  of   any   of   the   Class   A
Certificateholders, to cure any ambiguity, to revise any  exhibits
or  schedules (other than Schedule 1) of the Pooling and Servicing
Agreement,  to correct or supplement any provisions therein  which
may  be  inconsistent with any other provisions therein or to  add
any  other provisions with respect to matters or questions  raised
under  the Pooling and Servicing Agreement or the Supplement which
shall  not be inconsistent with the provisions of the Pooling  and
Servicing  Agreement  or the Supplement; provided,  however,  that
such  action  shall  not, as evidenced by an Opinion  of  Counsel,
adversely affect in any material respect the interests of  any  of
the  Investor  Certificateholders. Additionally, the  Pooling  and
Servicing Agreement and the Supplement may be amended from time to
time by the Servicer, the Transferor and the Trustee, without  the
consent  of any of the Class A Certificateholders, to  add  to  or
change  any  of  the  provisions  of  the  Pooling  and  Servicing
Agreement  (i)  to  provide  that  Bearer  Certificates   may   be
registrable   as  to  principal,  to  change  or   eliminate   any
restrictions on the payment of principal of (or premium,  if  any)
or  any  interest on Bearer Certificates to comply with the Bearer
Rules, to permit Bearer Certificates to be issued in exchange  for
Registered  Certificates (if then permitted by the Bearer  Rules),
to  permit Bearer Certificates to be issued in exchange for Bearer
Certificates  of other authorized denominations or to  permit  the
issuance  of  Certificates  in  uncertificated  form  or  (ii)  to
restrict  or  eliminate  in  any way  the  Transferor's  right  to
designate Removed Accounts and to remove from the Trust all of the
Trust's right, title and interest in, to and under the Receivables
in  such Removed Accounts pursuant to Section 2 of the Pooling and
Servicing  Agreement.  The Trustee may, but shall not be obligated
to,  enter  into  any such amendment which affects  the  Trustee's
rights,  duties  or  immunities under the  Pooling  and  Servicing
Agreement or otherwise.

      The  Pooling  and Servicing Agreement (and any  schedule  or
exhibit  thereto) and the Supplement (and any schedule or  exhibit
thereto)  may  also be amended from time to time by the  Servicer,
the  Transferor and the Trustee, without the consent of any of the
Class  A  Certificateholders,  for  the  purpose  of  adding   any
provisions to or changing in any manner or eliminating any of  the
provisions  of  the  Pooling  and  Servicing  Agreement   or   the
Supplement,  or  of  modifying in any manner  the  rights  of  the
Holders  of  the  Class A Variable Funding Certificates;  provided
that (i) the Servicer shall have provided an Officer's Certificate
to  the  Trustee  to  the  effect that  such  amendment  will  not
materially   and   adversely   affect   the   interests   of   the
Certificateholders, (ii) such amendment shall not, as evidenced by
an  Opinion  of  Counsel, cause the Trust to be characterized  for
U.S.  federal income tax purposes as an association taxable  as  a
corporation or otherwise have any material adverse impact  on  the
U.S.  federal  income  taxation of the Class  A  Variable  Funding
Certificates  or  the  Class A Certificateholders  and  (iii)  the
Servicer  shall  have  provided at least ten Business  Days  prior
written  notice to each Rating Agency of such amendment and  shall
have received written confirmation from each Rating Agency to  the
effect that the then current rating of any Series or any Class  of
any  Series will not be reduced or withdrawn as a result  of  such
amendment; provided, further, that such amendment shall not reduce
in any manner the amount of, or delay the timing of, distributions
which  are  required  to be made on any Class A  Variable  Funding
Certificate   without  the  consent  of  the   related   Class   A
Certificateholder,  change the definition  of  or  the  manner  of
calculating the interest of any Investor Certificateholder of such
Series    without   the   consent   of   the   related    Investor
Certificateholder or reduce the percentage pursuant  to  the  next
succeeding paragraph required to consent to any such amendment, in
each   case   without   the  consent   of   all   such   Class   A
Certificateholders.

      The  Pooling and Servicing Agreement and the Supplement  may
also  be amended from time to time by the Servicer, the Transferor
and  the  Trustee  with  the consent of the  Holders  of  Investor
Certificates evidencing Undivided Interests aggregating  not  less
than  66-2/3%  of  the Invested Amount of each  and  every  Series
adversely affected, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the
Pooling and Servicing Agreement or of modifying in any manner  the
rights  of  the  Investor Certificateholders of  any  Series  then
issued  and outstanding; provided, however, that no such amendment
shall  (i) reduce in any manner the amount of, or delay the timing
of,  distributions which are required to be made on  any  Investor
Certificate  of  any  Series without the consent  of  the  related
Investor Certificateholders; (ii) change the definition of or  the
manner    of   calculating   the   interest   of   any    Investor
Certificateholder of any Series without the consent of the related
Investor   Certificateholder  or  (iii)   reduce   the   aforesaid
percentage required to consent to any such amendment, in each case
without  the  consent  of  all  such Investor  Certificateholders;
provided,   further,  that  for  the  purposes  of  the  Officer's
Certificate referred to in clause (i) above, any action  taken  in
order to enable the Trust or a portion thereof to elect to qualify
as  a  FASIT  (or comparable tax entity for the securitization  of
financial assets) in accordance with the Internal Revenue Code  of
1986,  as amended, shall be deemed not to materially and adversely
affect the interest of the Certificateholders.

      THIS  CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH  AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

      Unless  the  certificate of authentication hereon  has  been
executed by or on behalf of the Trustee, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement, or be valid for any purpose.

       IN   WITNESS  WHEREOF,  the  Transferor  has  caused   this
Certificate to be duly executed under its official seal.

                         PRIME II RECEIVABLES CORPORATION


                         By:_________________________________
                               Name:
                               Title:



                   CERTIFICATE OF AUTHENTICATION

      This  is  one  of the Class A Variable Funding  Certificates
referred   to  in  the  within-mentioned  Pooling  and   Servicing
Agreement.

                         THE CHASE MANHATTAN BANK,
                            as Trustee


                         By:_____________________________
                              Authorized Signatory






                                                       Exhibit A-2


          [FORM OF CLASS B VARIABLE FUNDING CERTIFICATE]


     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE  UPON
EXEMPTIONS  PROVIDED BY THE SECURITIES ACT.  NO  RESALE  OR  OTHER
TRANSFER OF THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B)  IN
A  TRANSACTION  EXEMPT FROM THE REGISTRATION REQUIREMENTS  OF  THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.
NEITHER  THE  TRANSFEROR NOR THE TRUSTEE IS OBLIGATED TO  REGISTER
THE  CERTIFICATES UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES
OR "BLUE SKY" LAW.

      EACH  HOLDER OF THIS CERTIFICATE OR AN INTEREST THEREIN,  BY
ACCEPTING  AND  HOLDING  THIS  CERTIFICATE,  IS  DEEMED  TO   HAVE
REPRESENTED  AND WARRANTED THAT IT IS NOT (I) AN EMPLOYEE  BENEFIT
PLAN  AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO  THE
PROVISIONS  OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN  SECTION
4975(E)(l)  OF THE INTERNAL REVENUE CODE OF 1986, AS  AMENDED,  OR
(III)  ANY  ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS  BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY.


No.       ___% Percentage Interest


                 PRIME CREDIT CARD MASTER TRUST II
               CLASS B VARIABLE FUNDING CERTIFICATE,
                           SERIES 1999-1


      Evidencing an undivided interest in a trust, the  corpus  of
which  consists of receivables generated from time to time in  the
ordinary course of business from a portfolio of consumer revolving
credit  card accounts generated or to be generated by FDS National
Bank  ("FDSNB")  and other assets and interests  constituting  the
Trust under the Pooling and Servicing Agreement described below.

      (Not  an  interest in or a recourse obligation of  Prime  II
Receivables  Corporation,  FDSNB or any  affiliate  of  either  of
them.)

       This   certifies  that  ____________________________   (the
"Certificateholder")  is  the registered  owner  of  a  fractional
undivided interest in the Prime Credit Card Master Trust  II  (the
"Trust")  issued pursuant to the Pooling and Servicing  Agreement,
dated   as  of  January  22,  1997  (the  "Pooling  and  Servicing
Agreement,"  such  term  to include any  amendment  or  Supplement
thereto)  by  and  among  Prime  II  Receivables  Corporation,  as
Transferor   (the   "Transferor"),   FDSNB,   as   Servicer   (the
"Servicer"),  and  The  Chase  Manhattan  Bank,  as  Trustee  (the
"Trustee"),  and  the  Series 1999-1 Variable Funding  Supplement,
dated as of July 6, 1999 (the "Supplement"), among the Transferor,
the Servicer and the Trustee.  The corpus of the Trust consists of
all of the Transferor's right, title and interest in, to and under
the Trust Property.  The Certificateholder is entitled to payments
from  time  to  time  as  provided in the  Pooling  and  Servicing
Agreement.

      The  holder  of  this  Certificate on any  Business  Day  is
entitled  to payment in an amount equal to its pro rata share  (as
provided in the Pooling and Servicing Agreement) of (a) the  Class
B  Initial  Invested  Amount  plus (b)  an  amount  equal  to  the
aggregate principal amount of any VFC Additional Class B  Invested
Amount purchased by the Class B Certificateholders through the end
of  the  preceding Business Day pursuant to Section  6.15  of  the
Pooling and Servicing Agreement minus (c) the aggregate amount  of
principal payments made to the Class B Certificateholders prior to
such Business Day.

      This  Certificate does not purport to summarize the  Pooling
and  Servicing Agreement and reference is made to the Pooling  and
Servicing Agreement for information with respect to the interests,
rights,  benefits,  obligations, proceeds,  and  duties  evidenced
hereby  and the rights, duties and obligations of the Trustee.   A
copy  of the Pooling and Servicing Agreement may be requested from
the Trustee by writing to the Trustee at 450 West 33rd Street, New
York,  New York 10001, Attention: Corporate Trustee Administration
Department.   To  the extent not defined herein,  the  capitalized
terms  used  herein  have the meanings ascribed  to  them  in  the
Pooling  and Servicing Agreement.  This Certificate is  one  of  a
series of Certificates entitled "Prime Credit Card Master Trust II
Class  B Variable Funding Certificates, Series 1999-1" (the "Class
B  Variable  Funding  Certificates"), each of which  represents  a
fractional  undivided interest in the Trust, and is  issued  under
and  is  subject  to the terms, provisions and conditions  of  the
Pooling  and  Servicing Agreement, to which Pooling and  Servicing
Agreement, as amended from time to time, the Certificateholder  by
virtue  of  the  acceptance  hereof  assents  and  by  which   the
Certificateholder is bound.

      The  Series 1999-1 Certificates are issued in three classes,
the  Class  A Variable Funding Certificates, the Class B  Variable
Funding Certificates (of which this certificate is one), which are
subordinated  to  the  Class A Variable  Funding  Certificates  in
certain  rights of payment as described in the Agreement  and  the
Class  C  Certificates,  which are subordinated  to  the  Class  A
Variable  Funding  Certificates  and  Class  B  Variable   Funding
Certificates  in  certain rights of payment as  described  in  the
Agreement.

      A  portion  of  the aggregate Receivables in  the  Trust  as
determined pursuant to the Pooling and Servicing Agreement will be
treated  as  Finance  Charge  Receivables.   Such  amount  may  be
adjusted  from  time  to  time pursuant to  the  Supplement.   The
remainder  of  such  Receivables  will  be  treated  as  Principal
Receivables.

      Each  holder  of a Class B Variable Funding  Certificate  (a
"Class B Certificateholder") or any interest therein by acceptance
of  its  Certificate or any interest therein, agrees to treat  the
Class  B  Variable Funding Certificates for purposes  of  federal,
state  and  local  income or franchise taxes  and  any  other  tax
imposed  on  or  measured  by  income,  as  indebtedness  of   the
Transferor to the extent permitted by law.

      The  Trust's assets are allocated in part to the holders  of
the Investor Certificates (the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates
issued  by the Trust, if any, and to the Transferor.  In  addition
to   the   Investor   Certificates,  an  Exchangeable   Transferor
Certificate  will be issued pursuant to the Pooling and  Servicing
Agreement  and  will represent the Transferor's  Interest  in  the
Trust.  The Exchangeable Transferor Certificate will represent the
interest  in  the  Receivables  not represented  by  the  Investor
Certificates   or   any   other  Series  of   Certificates.    The
Exchangeable  Transferor  Certificate  may  be  exchanged  by  the
Transferor pursuant to the Pooling and Servicing Agreement for one
or  more  Series  of  Certificates  and  a  reissued  Exchangeable
Transferor  Certificate  upon  the conditions  set  forth  in  the
Pooling  and  Servicing  Agreement.  In addition,  to  the  extent
permitted   for  any  Series  of  Certificates  by   the   related
Supplement, the Certificateholders of such Series may tender their
Certificates  and  the  Transferor  may  tender  the  Exchangeable
Transferor  Certificate in exchange for  one  or  more  Series  of
Certificates and a reissued Exchangeable Transferor Certificate.

      The  aggregate  interest  in the Trust  represented  by  the
Investor Certificates at any time shall not exceed an amount equal
to  the Invested Amount at such time.  The Initial Invested Amount
is  $___________.  The aggregate interest in the Trust represented
by the Class B Variable Funding Certificates at any time shall not
exceed  an  amount equal to the Class B Invested  Amount  at  such
time.  The Class B Initial Invested Amount is $___________.

      Interest will accrue on the unpaid principal amount  of  the
Class B Variable Funding Certificates at a per annum rate equal to
the  Class  B  Certificate Rate and will  be  calculated  on  each
Business Day based on the product of the Class B Certificate  Rate
and  the  outstanding principal balance of the  Class  B  Variable
Funding Certificates on such Business Day.

      If on any Determination Date the Series Default and Dilution
Amount  for  the preceding Monthly Period exceeded  the  aggregate
amount  of  Finance  Charge Collections  applied  to  the  payment
thereof and the Available Reserve Amount, and the amount of Excess
Finance  Charge Collections and Reallocated Principal  Collections
allocated  thereto, then a portion of the Class C Invested  Amount
will be reduced by an amount equal to such deficiency (but not  in
excess  of the Series Default and Dilution Amount for such Monthly
Period) to avoid a charge-off with respect to the Class A Variable
Funding Certificates or Class B Variable Funding Certificates.  If
the Class C Invested Amount is reduced to zero, then a portion  of
the  Class B Invested Amount will be reduced by an amount by which
the  Class  C Invested Amount would have been reduced  below  zero
(but  not  in excess of the Class A/B Default and Dilution  Amount
for  such  Monthly  Period).   If the Class B Invested  Amount  is
reduced  to  zero, then a portion of the Class A  Invested  Amount
will  be reduced by an amount by which the Class B Invested Amount
would have been reduced below zero (but not in excess of the Class
A Default and Dilution Amount for such Monthly Period).

       The   Servicer,  is  entitled  to  receive   as   servicing
compensation  a servicing fee in an amount equal to, with  respect
to  each  Series, the product of (i) a fraction, the numerator  of
which  is  the  actual  number of days  in  the  measuring  period
specified  in the applicable Series Supplement and the denominator
of  which  is  the  actual number of days in the  year,  (ii)  the
applicable Series Servicing Fee Percentage and (iii) the  Invested
Amount as of the end of the date of determination for such payment
as  specified in the applicable Series Supplement.  The  share  of
the  Servicing Fee allocable to the Investor Certificates for  any
Business  Day  is  equal to the product of  (i)  a  fraction,  the
numerator of which is the actual number of days from and including
the  preceding Business Day to but excluding such Business Day and
the  denominator of which is the actual number of days in a  year,
(ii)  2.0% per annum and (iii) the Adjusted Invested Amount as  of
the  end of the preceding Business Day (the "Servicing Fee").  The
Servicing Fee will be paid in the manner set forth in the  Pooling
and   Servicing   Agreement.   The  remainder  of  the   servicing
compensation  will be allocable to the Transferor Amount  and  the
Certificateholders of all other Series, and the  Trustee  and  the
Investor  Certificateholders will not have any obligation  to  pay
such portion of the servicing compensation.

       As  described  in  the  Pooling  and  Servicing  Agreement,
Principal  Collections with respect to any Business  Day  will  be
allocated on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal
Collections.

      Subject  to  the  Pooling and Servicing  Agreement  and  the
Supplement, payments of principal are limited to the unpaid  Class
B  Invested  Amount of the Class B Variable Funding  Certificates,
which  may be less than the unpaid balance of the Class B Variable
Funding  Certificates pursuant to the terms  of  the  Pooling  and
Servicing  Agreement  and the Supplement.  All  principal  of  and
interest on the Class B Variable Funding Certificates is  due  and
payable no later than July 31, 2004, unless a different date shall
be  set  forth  in  an  Extension Notice (the "Series  Termination
Date").  After the Series Termination Date, neither the Trust  nor
the  Transferor  will  have any further obligation  to  distribute
principal   or   interest  on  the  Class   B   Variable   Funding
Certificates.   In the event that the Class B Invested  Amount  is
greater than zero on the Series Termination Date, the Trustee will
sell  or  cause to be sold, to the extent necessary, an amount  of
Principal  Receivables and the related Finance Charge  Receivables
(or,  in some cases, interests therein) up to 110% of the Class  A
Invested  Amount,  the Class B Invested Amount  and  the  Class  C
Invested  Amount at the close of business on such  date  (but  not
more  than  the  total  amount  of Receivables  allocable  to  the
Investor  Certificates  determined pursuant  to  the  Pooling  and
Servicing  Agreement), and shall pay the proceeds to the  Class  A
Certificateholders  pro  rata in final  payment  of  the  Class  A
Variable  Funding  Certificates, then  to  the  Class  B  Variable
Funding Certificateholders pro rata in final payment of the  Class
B   Variable  Funding  Certificates  and  then  to  the  Class   C
Certificateholders  pro  rata in final  payment  of  the  Class  C
Certificates.

      The transfer of this Certificate shall be registered in  the
Certificate  Register  upon  surrender  of  this  Certificate  for
registration of transfer at any office or agency maintained by the
Transfer  Agent and Registrar accompanied by a written  instrument
of transfer in a form satisfactory to the Trustee and the Transfer
Agent and Registrar duly executed by the Certificateholder or such
Certificateholder's attorney-in-fact duly authorized  in  writing,
and   thereupon   one  or  more  new  Class  B  Variable   Funding
Certificates  of  authorized  denominations  and  for   the   same
aggregate  fractional Undivided Interests will be  issued  to  the
designated transferee or transferees.

      As  provided  in  the  Pooling and Servicing  Agreement  and
certain limitations therein and herein set forth, Class B Variable
Funding  Certificates are exchangeable for new  Class  B  Variable
Funding   Certificates   evidencing  like   aggregate   fractional
undivided interests, as requested by the Class B Certificateholder
surrendering  such  Class  B Variable  Funding  Certificates.   No
service  charge  may  be  imposed for any such  exchange  but  the
Transfer  Agent  and  Registrar  may  require  payment  of  a  sum
sufficient to cover any tax or other governmental charge that  may
be imposed in connection therewith.

      The  Trustee,  the Paying Agent and the Transfer  Agent  and
Registrar, and any agent of any of them, may treat the  person  in
whose name this Certificate is registered as the owner hereof  for
all  purposes, and neither the Trustee, the Paying Agent  and  the
Transfer Agent and Registrar, nor any agent of any of them  or  of
any  such agent shall be affected by notice to the contrary except
in  certain  circumstances described in the Pooling and  Servicing
Agreement.

     The Pooling and Servicing Agreement and the Supplement may be
amended from time to time by the Servicer, the Transferor and  the
Trustee,   without   the  consent  of   any   of   the   Class   B
Certificateholders, to cure any ambiguity, to revise any  exhibits
or  schedules (other than Schedule 1) of the Pooling and Servicing
Agreement,  to correct or supplement any provisions therein  which
may  be  inconsistent with any other provisions therein or to  add
any  other provisions with respect to matters or questions  raised
under  the Pooling and Servicing Agreement or the Supplement which
shall  not be inconsistent with the provisions of the Pooling  and
Servicing  Agreement  or the Supplement; provided,  however,  that
such  action  shall  not, as evidenced by an Opinion  of  Counsel,
adversely affect in any material respect the interests of  any  of
the  Investor  Certificateholders. Additionally, the  Pooling  and
Servicing Agreement and the Supplement may be amended from time to
time by the Servicer, the Transferor and the Trustee, without  the
consent  of any of the Class B Certificateholders, to  add  to  or
change  any  of  the  provisions  of  the  Pooling  and  Servicing
Agreement  (i)  to  provide  that  Bearer  Certificates   may   be
registrable   as  to  principal,  to  change  or   eliminate   any
restrictions on the payment of principal of (or premium,  if  any)
or  any  interest on Bearer Certificates to comply with the Bearer
Rules, to permit Bearer Certificates to be issued in exchange  for
Registered  Certificates (if then permitted by the Bearer  Rules),
to  permit Bearer Certificates to be issued in exchange for Bearer
Certificates  of other authorized denominations or to  permit  the
issuance  of  Certificates  in  uncertificated  form  or  (ii)  to
restrict  or  eliminate  in  any way  the  Transferor's  right  to
designate Removed Accounts and to remove from the Trust all of the
Trust's right, title and interest in, to and under the Receivables
in  such Removed Accounts pursuant to Section 2 of the Pooling and
Servicing  Agreement.  The Trustee may, but shall not be obligated
to,  enter  into  any such amendment which affects  the  Trustee's
rights,  duties  or  immunities under the  Pooling  and  Servicing
Agreement or otherwise.

      The  Pooling  and Servicing Agreement (and any  schedule  or
exhibit  thereto) and the Supplement (and any schedule or  exhibit
thereto)  may  also be amended from time to time by the  Servicer,
the  Transferor and the Trustee, without the consent of any of the
Class  B  Certificateholders,  for  the  purpose  of  adding   any
provisions to or changing in any manner or eliminating any of  the
provisions  of  the  Pooling  and  Servicing  Agreement   or   the
Supplement,  or  of  modifying in any manner  the  rights  of  the
Holders  of  the  Class B Variable Funding Certificates;  provided
that (i) the Servicer shall have provided an Officer's Certificate
to  the  Trustee  to  the  effect that  such  amendment  will  not
materially   and   adversely   affect   the   interests   of   the
Certificateholders, (ii) such amendment shall not, as evidenced by
an  Opinion  of  Counsel, cause the Trust to be characterized  for
U.S.  federal income tax purposes as an association taxable  as  a
corporation or otherwise have any material adverse impact  on  the
U.S.  federal  income  taxation of the Class  B  Variable  Funding
Certificates  or  the  Class B Certificateholders  and  (iii)  the
Servicer  shall  have  provided at least ten Business  Days  prior
written  notice to each Rating Agency of such amendment and  shall
have received written confirmation from each Rating Agency to  the
effect that the then current rating of any Series or any Class  of
any  Series will not be reduced or withdrawn as a result  of  such
amendment; provided, further, that such amendment shall not reduce
in any manner the amount of, or delay the timing of, distributions
which  are  required  to be made on any Class B  Variable  Funding
Certificate   without  the  consent  of  the   related   Class   B
Certificateholder,  change the definition  of  or  the  manner  of
calculating the interest of any Investor Certificateholder of such
Series    without   the   consent   of   the   related    Investor
Certificateholder or reduce the percentage pursuant  to  the  next
succeeding paragraph required to consent to any such amendment, in
each   case   without   the  consent   of   all   such   Class   B
Certificateholders.

      The  Pooling and Servicing Agreement and the Supplement  may
also  be amended from time to time by the Servicer, the Transferor
and  the  Trustee  with  the consent of the  Holders  of  Investor
Certificates evidencing Undivided Interests aggregating  not  less
than  66-2/3%  of  the Invested Amount of each  and  every  Series
adversely affected, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the
Pooling and Servicing Agreement or of modifying in any manner  the
rights  of  the  Investor Certificateholders of  any  Series  then
issued  and outstanding; provided, however, that no such amendment
shall  (i) reduce in any manner the amount of, or delay the timing
of,  distributions which are required to be made on  any  Investor
Certificate  of  any  Series without the consent  of  the  related
Investor Certificateholders; (ii) change the definition of or  the
manner    of   calculating   the   interest   of   any    Investor
Certificateholder of any Series without the consent of the related
Investor   Certificateholder  or  (iii)   reduce   the   aforesaid
percentage required to consent to any such amendment, in each case
without  the  consent  of  all  such Investor  Certificateholders;
provided,   further,  that  for  the  purposes  of  the  Officer's
Certificate referred to in clause (i) above, any action  taken  in
order to enable the Trust or a portion thereof to elect to qualify
as  a  FASIT  (or comparable tax entity for the securitization  of
financial assets) in accordance with the Internal Revenue Code  of
1986,  as amended, shall be deemed not to materially and adversely
affect the interest of the Certificateholders.

      THIS  CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH  AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

      Unless  the  certificate of authentication hereon  has  been
executed by or on behalf of the Trustee, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement, or be valid for any purpose.

       IN   WITNESS  WHEREOF,  the  Transferor  has  caused   this
Certificate to be duly executed under its official seal.


                         PRIME II RECEIVABLES CORPORATION


                         By:_________________________________
                               Name:
                               Title:




                   CERTIFICATE OF AUTHENTICATION


      This  is  one  of the Class B Variable Funding  Certificates
referred   to  in  the  within-mentioned  Pooling  and   Servicing
Agreement.


                         THE CHASE MANHATTAN BANK,
                            as Trustee


                         By:_____________________________
                               Authorized Signatory





                                                       Exhibit A-3

                   [FORM OF CLASS C CERTIFICATE]


     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE  UPON
EXEMPTIONS  PROVIDED BY THE SECURITIES ACT.  NO  RESALE  OR  OTHER
TRANSFER OF THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B)  IN
A  TRANSACTION  EXEMPT FROM THE REGISTRATION REQUIREMENTS  OF  THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.
NEITHER  THE  TRANSFEROR NOR THE TRUSTEE IS OBLIGATED TO  REGISTER
THE  CERTIFICATES UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES
OR "BLUE SKY" LAW.

      EACH  HOLDER OF THIS CERTIFICATE OR AN INTEREST THEREIN,  BY
ACCEPTING  AND  HOLDING  THIS  CERTIFICATE,  IS  DEEMED  TO   HAVE
REPRESENTED  AND WARRANTED THAT IT IS NOT (I) AN EMPLOYEE  BENEFIT
PLAN  AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO  THE
PROVISIONS  OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN  SECTION
4975(E)(l)  OF THE INTERNAL REVENUE CODE OF 1986, AS  AMENDED,  OR
(III)  ANY  ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS  BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY.


No.       ___% Percentage Interest


                 PRIME CREDIT CARD MASTER TRUST II
                       CLASS C CERTIFICATE,
                           SERIES 1999-1


      Evidencing an undivided interest in a trust, the  corpus  of
which  consists of receivables generated from time to time in  the
ordinary course of business from a portfolio of consumer revolving
credit  card accounts generated or to be generated by FDS National
Bank  ("FDSNB")  and other assets and interests  constituting  the
Trust under the Pooling and Servicing Agreement described below.

      (Not  an  interest in or a recourse obligation of  Prime  II
Receivables  Corporation,  FDSNB or any  affiliate  of  either  of
them.)


       This   certifies  that  ____________________________   (the
"Certificateholder")  is  the registered  owner  of  a  fractional
undivided interest in the Prime Credit Card Master Trust  II  (the
"Trust")  issued pursuant to the Pooling and Servicing  Agreement,
dated   as  of  January  22,  1997  (the  "Pooling  and  Servicing
Agreement,"  such  term  to include any  amendment  or  Supplement
thereto)  by  and  among  Prime  II  Receivables  Corporation,  as
Transferor   (the   "Transferor"),   FDSNB,   as   Servicer   (the
"Servicer"),  and  The  Chase  Manhattan  Bank,  as  Trustee  (the
"Trustee"),  and  the  Series 1999-1 Variable Funding  Supplement,
dated as of July 6, 1999 (the "Supplement"), among the Transferor,
the Servicer and the Trustee.  The corpus of the Trust consists of
all of the Transferor's right, title and interest in, to and under
the Trust Property.  The Certificateholder is entitled to payments
from  time  to  time  as  provided in the  Pooling  and  Servicing
Agreement.

      The  holder  of  this  Certificate on any  Business  Day  is
entitled  to payment in an amount equal to its pro rata share  (as
provided in the Pooling and Servicing Agreement) of (a) the  Class
C  Initial  Invested  Amount  plus (b)  an  amount  equal  to  the
aggregate principal amount of any VFC Additional Class C  Invested
Amount purchased by the Class C Certificateholders through the end
of  the  preceding Business Day pursuant to Section  6.15  of  the
Pooling and Servicing Agreement minus (c) the aggregate amount  of
principal payments to the Class C Certificateholders prior to such
Business Day.

      This  Certificate does not purport to summarize the  Pooling
and  Servicing Agreement and reference is made to the Pooling  and
Servicing Agreement for information with respect to the interests,
rights,  benefits,  obligations, proceeds,  and  duties  evidenced
hereby  and the rights, duties and obligations of the Trustee.   A
copy  of the Pooling and Servicing Agreement may be requested from
the Trustee by writing to the Trustee at 450 West 33rd Street, New
York,  New York 10001, Attention: Corporate Trustee Administration
Department.   To  the extent not defined herein,  the  capitalized
terms  used  herein  have the meanings ascribed  to  them  in  the
Pooling  and Servicing Agreement.  This Certificate is  one  of  a
series of Certificates entitled "Prime Credit Card Master Trust II
Class C Certificates, Series 1999-1" (the "Class C Certificates"),
each  of which represents a fractional undivided interest  in  the
Trust, and is issued under and is subject to the terms, provisions
and  conditions of the Pooling and Servicing Agreement,  to  which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof  assents  and
by which the Certificateholder is bound.

      The  Series 1999-1 Certificates are issued in three classes,
the  Class  A Variable Funding Certificates, the Class B  Variable
Funding  Certificates,  which  are subordinated  to  the  Class  A
Variable  Funding  Certificates in certain rights  of  payment  as
described in the Agreement and the Class C Certificates (of  which
this  certificate is one), which are subordinated to the  Class  A
Variable  Funding  Certificates  and  Class  B  Variable   Funding
Certificates  in  certain rights of payment as  described  in  the
Agreement.

      A  portion  of  the aggregate Receivables in  the  Trust  as
determined pursuant to the Pooling and Servicing Agreement will be
treated  as  Finance  Charge  Receivables.   Such  amount  may  be
adjusted  from  time  to  time pursuant to  the  Supplement.   The
remainder  of  such  Receivables  will  be  treated  as  Principal
Receivables.
       Each   holder  of  a  Class  C  Certificate  (a  "Class   C
Certificateholder") or any interest therein by acceptance  of  its
Certificate or any interest therein, agrees to treat the  Class  C
Certificates  for purposes of federal, state and local  income  or
franchise  taxes  and  any other tax imposed  on  or  measured  by
income,  as indebtedness of the Transferor to the extent permitted
by law.

      The  Trust's assets are allocated in part to the holders  of
the Investor Certificates (the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates
issued  by the Trust, if any, and to the Transferor.  In  addition
to   the   Investor   Certificates,  an  Exchangeable   Transferor
Certificate  will be issued pursuant to the Pooling and  Servicing
Agreement  and  will represent the Transferor's  Interest  in  the
Trust.  The Exchangeable Transferor Certificate will represent the
interest  in  the  Receivables  not represented  by  the  Investor
Certificates   or   any   other  Series  of   Certificates.    The
Exchangeable  Transferor  Certificate  may  be  exchanged  by  the
Transferor pursuant to the Pooling and Servicing Agreement for one
or  more  Series  of  Certificates  and  a  reissued  Exchangeable
Transferor  Certificate  upon  the conditions  set  forth  in  the
Pooling  and  Servicing  Agreement.  In addition,  to  the  extent
permitted   for  any  Series  of  Certificates  by   the   related
Supplement, the Certificateholders of such Series may tender their
Certificates  and  the  Transferor  may  tender  the  Exchangeable
Transferor  Certificate in exchange for  one  or  more  Series  of
Certificates and a reissued Exchangeable Transferor Certificate.

      The  aggregate  interest  in the Trust  represented  by  the
Investor Certificates at any time shall not exceed an amount equal
to  the Invested Amount at such time.  The Initial Invested Amount
is  $___________.  The aggregate interest in the Trust represented
by the Class C Certificates at any time shall not exceed an amount
equal  to the Class C Invested Amount at such time.  The  Class  C
Initial Invested Amount is $__________.

      Interest will accrue on the unpaid principal amount  of  the
Class  C  Certificates at a per annum rate equal to  the  Class  C
Certificate Rate and will be calculated on each Business Day based
on the product of the Class C Certificate Rate and the outstanding
principal  balance of the Class C Certificates  on  such  Business
Day.

      If on any Determination Date the Series Default and Dilution
Amount  for  the preceding Monthly Period exceeded  the  aggregate
amount  of  Finance  Charge Collections  applied  to  the  payment
thereof and the Available Reserve Amount, and the amount of Excess
Finance  Charge Collections and Reallocated Principal  Collections
allocated  thereto, then a portion of the Class C Invested  Amount
will be reduced by an amount equal to such deficiency (but not  in
excess  of the Series Default and Dilution Amount for such Monthly
Period) to avoid a charge-off with respect to the Class A Variable
Funding Certificates or Class B Variable Funding Certificates.  If
the Class C Invested Amount is reduced to zero, then a portion  of
the  Class B Invested Amount will be reduced by an amount by which
the  Class  C Invested Amount would have been reduced  below  zero
(but  not  in excess of the Class A/B Default and Dilution  Amount
for  such  Monthly  Period).   If the Class B Invested  Amount  is
reduced  to  zero, then a portion of the Class A  Invested  Amount
will  be reduced by an amount by which the Class B Invested Amount
would have been reduced below zero (but not in excess of the Class
A Default and Dilution Amount for such Monthly Period).

       The   Servicer,  is  entitled  to  receive   as   servicing
compensation  a servicing fee in an amount equal to, with  respect
to  each  Series, the product of (i) a fraction, the numerator  of
which  is  the  actual  number of days  in  the  measuring  period
specified  in the applicable Series Supplement and the denominator
of  which  is  the  actual number of days in the  year,  (ii)  the
applicable Series Servicing Fee Percentage and (iii) the  Adjusted
Invested  Amount  as of the end of the date of  determination  for
such  payment  as  specified in the applicable Series  Supplement.
The   share  of  the  Servicing  Fee  allocable  to  the  Investor
Certificates for any Business Day is equal to the product of (i) a
fraction, the numerator of which is the actual number of days from
and  including  the preceding Business Day to but  excluding  such
Business Day and the denominator of which is the actual number  of
days  in a year, (ii) 2.0% per annum and (iii) the Invested Amount
as of the end of the preceding Business Day (the "Servicing Fee").
The  Servicing  Fee will be paid in the manner set  forth  in  the
Pooling  and Servicing Agreement.  The remainder of the  servicing
compensation  will be allocable to the Transferor Amount  and  the
Certificateholders of all other Series, and the  Trustee  and  the
Investor  Certificateholders will not have any obligation  to  pay
such portion of the servicing compensation.

       As  described  in  the  Pooling  and  Servicing  Agreement,
Principal  Collections with respect to any Business  Day  will  be
allocated on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal
Collections.

      Subject  to  the  Pooling and Servicing  Agreement  and  the
Supplement, payments of principal are limited to the unpaid  Class
C  Invested Amount of the Class C Certificates, which may be  less
than  the  unpaid balance of the Class C Certificates pursuant  to
the   terms  of  the  Pooling  and  Servicing  Agreement  and  the
Supplement.  All  principal  of  and  interest  on  the  Class   C
Certificates  is  due  and payable no later than  July  31,  2004,
unless  a different date shall be set forth in an Extension Notice
(the  "Series  Termination Date").  After the  Series  Termination
Date,  neither the Trust nor the Transferor will have any  further
obligation  to  distribute principal or interest on  the  Class  C
Certificates.   In the event that the Class C Invested  Amount  is
greater than zero on the Series Termination Date, the Trustee will
sell  or  cause to be sold, to the extent necessary, an amount  of
Principal  Receivables and the related Finance Charge  Receivables
(or,  in some cases, interests therein) up to 110% of the Class  A
Invested  Amount,  the Class B Invested Amount  and  the  Class  C
Invested  Amount at the close of business on such  date  (but  not
more  than  the  total  amount  of Receivables  allocable  to  the
Investor  Certificates  determined pursuant  to  the  Pooling  and
Servicing  Agreement), and shall pay the proceeds to the  Class  A
Certificateholders  pro  rata in final  payment  of  the  Class  A
Variable  Funding  Certificates, then  to  the  Class  B  Variable
Funding Certificateholders pro rata in final payment of the  Class
B   Variable  Funding  Certificates  and  then  to  the  Class   C
Certificateholders  pro  rata in final  payment  of  the  Class  C
Certificates.

      The transfer of this Certificate shall be registered in  the
Certificate  Register  upon  surrender  of  this  Certificate  for
registration of transfer at any office or agency maintained by the
Transfer  Agent and Registrar accompanied by a written  instrument
of transfer in a form satisfactory to the Trustee and the Transfer
Agent and Registrar duly executed by the Certificateholder or such
Certificateholder's attorney-in-fact duly authorized  in  writing,
and  thereupon one or more new Class C Certificates of  authorized
denominations  and  for  the same aggregate  fractional  Undivided
Interests   will  be  issued  to  the  designated  transferee   or
transferees.

      As  provided  in  the  Pooling and Servicing  Agreement  and
certain  limitations  therein  and  herein  set  forth,  Class   C
Certificates   are  exchangeable  for  new  Class  C  Certificates
evidencing  like  aggregate  fractional  undivided  interests,  as
requested by the Class C Certificateholder surrendering such Class
C  Certificates.  No service charge may be imposed  for  any  such
exchange but the Transfer Agent and Registrar may require  payment
of  a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith.

      The  Trustee,  the Paying Agent and the Transfer  Agent  and
Registrar, and any agent of any of them, may treat the  person  in
whose name this Certificate is registered as the owner hereof  for
all  purposes, and neither the Trustee, the Paying Agent  and  the
Transfer Agent and Registrar, nor any agent of any of them  or  of
any  such agent shall be affected by notice to the contrary except
in  certain  circumstances described in the Pooling and  Servicing
Agreement.

     The Pooling and Servicing Agreement and the Supplement may be
amended from time to time by the Servicer, the Transferor and  the
Trustee,   without   the  consent  of  any   of   the   Class    C
Certificateholders, to cure any ambiguity, to revise any  exhibits
or  schedules (other than Schedule 1) of the Pooling and Servicing
Agreement,  to correct or supplement any provisions therein  which
may  be  inconsistent with any other provisions therein or to  add
any  other provisions with respect to matters or questions  raised
under  the Pooling and Servicing Agreement or the Supplement which
shall  not be inconsistent with the provisions of the Pooling  and
Servicing  Agreement  or the Supplement; provided,  however,  that
such  action  shall  not, as evidenced by an Opinion  of  Counsel,
adversely affect in any material respect the interests of  any  of
the  Investor  Certificateholders. Additionally, the  Pooling  and
Servicing Agreement and the Supplement may be amended from time to
time by the Servicer, the Transferor and the Trustee, without  the
consent  of any of the Class C Certificateholders, to  add  to  or
change  any  of  the  provisions  of  the  Pooling  and  Servicing
Agreement  (i)  to  provide  that  Bearer  Certificates   may   be
registrable   as  to  principal,  to  change  or   eliminate   any
restrictions on the payment of principal of (or premium,  if  any)
or  any  interest on Bearer Certificates to comply with the Bearer
Rules, to permit Bearer Certificates to be issued in exchange  for
Registered  Certificates (if then permitted by the Bearer  Rules),
to  permit Bearer Certificates to be issued in exchange for Bearer
Certificates  of other authorized denominations or to  permit  the
issuance  of  Certificates  in  uncertificated  form  or  (ii)  to
restrict  or  eliminate  in  any way  the  Transferor's  right  to
designate Removed Accounts and to remove from the Trust all of the
Trust's right, title and interest in, to and under the Receivables
in  such Removed Accounts pursuant to Section 2 of the Pooling and
Servicing  Agreement.  The Trustee may, but shall not be obligated
to,  enter  into  any such amendment which affects  the  Trustee's
rights,  duties  or  immunities under the  Pooling  and  Servicing
Agreement or otherwise.

      The  Pooling  and Servicing Agreement (and any  schedule  or
exhibit  thereto) and the Supplement (and any schedule or  exhibit
thereto)  may  also be amended from time to time by the  Servicer,
the  Transferor and the Trustee, without the consent of any of the
Class  C  Certificateholders,  for  the  purpose  of  adding   any
provisions to or changing in any manner or eliminating any of  the
provisions  of  the  Pooling  and  Servicing  Agreement   or   the
Supplement,  or  of  modifying in any manner  the  rights  of  the
Holders  of  the  Class  C Certificates;  provided  that  (i)  the
Servicer  shall  have  provided an Officer's  Certificate  to  the
Trustee to the effect that such amendment will not materially  and
adversely  affect  the  interests of the Certificateholders,  (ii)
such  amendment shall not, as evidenced by an Opinion of  Counsel,
cause  the  Trust to be characterized for U.S. federal income  tax
purposes  as an association taxable as a corporation or  otherwise
have  any  material  adverse impact on  the  U.S.  federal  income
taxation   of   the  Class  C  Certificates   or   the   Class   C
Certificateholders and (iii) the Servicer shall have  provided  at
least ten Business Days prior written notice to each Rating Agency
of  such  amendment  and shall have received written  confirmation
from each Rating Agency to the effect that the then current rating
of  any  Series or any Class of any Series will not be reduced  or
withdrawn  as a result of such amendment; provided, further,  that
such  amendment shall not reduce in any manner the amount  of,  or
delay  the timing of, distributions which are required to be  made
on  any  Class  C Certificate without the consent of  the  related
Class  C Certificateholder, change the definition of or the manner
of  calculating the interest of any Investor Certificateholder  of
such   Series   without  the  consent  of  the  related   Investor
Certificateholder or reduce the percentage pursuant  to  the  next
succeeding paragraph required to consent to any such amendment, in
each   case   without   the  consent   of   all   such   Class   C
Certificateholders.

      The  Pooling and Servicing Agreement and the Supplement  may
also  be amended from time to time by the Servicer, the Transferor
and  the  Trustee  with  the consent of the  Holders  of  Investor
Certificates evidencing Undivided Interests aggregating  not  less
than  66-2/3%  of  the Invested Amount of each  and  every  Series
adversely affected, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the
Pooling and Servicing Agreement or of modifying in any manner  the
rights  of  the  Investor Certificateholders of  any  Series  then
issued  and outstanding; provided, however, that no such amendment
shall  (i) reduce in any manner the amount of, or delay the timing
of,  distributions which are required to be made on  any  Investor
Certificate  of  any  Series without the consent  of  the  related
Investor Certificateholders; (ii) change the definition of or  the
manner    of   calculating   the   interest   of   any    Investor
Certificateholder of any Series without the consent of the related
Investor   Certificateholder  or  (iii)   reduce   the   aforesaid
percentage required to consent to any such amendment, in each case
without  the  consent  of  all  such Investor  Certificateholders;
provided,   further,  that  for  the  purposes  of  the  Officer's
Certificate referred to in clause (i) above, any action  taken  in
order to enable the Trust or a portion thereof to elect to qualify
as  a  FASIT  (or comparable tax entity for the securitization  of
financial assets) in accordance with the Internal Revenue Code  of
1986,  as amended, shall be deemed not to materially and adversely
affect the interest of the Certificateholders.

      THIS  CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH  AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

      Unless  the  certificate of authentication hereon  has  been
executed by or on behalf of the Trustee, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement, or be valid for any purpose.

       IN   WITNESS  WHEREOF,  the  Transferor  has  caused   this
Certificate to be duly executed under its official seal.

                              PRIME II RECEIVABLES CORPORATION


                              By:_________________________________
                                    Name:
                                    Title:

                   CERTIFICATE OF AUTHENTICATION


      This  is one of the Class C Certificates referred to in  the
within-mentioned Pooling and Servicing Agreement.


                              THE CHASE MANHATTAN BANK,
                                as Trustee


                              By:_____________________________
                                    Authorized Signatory






                                                         EXHIBIT B

                     FORM OF EXTENSION NOTICE

         PRIME CREDIT CARD MASTER TRUST II, SERIES 1999-1


The  undersigned,  a duly authorized representative  of  Prime  II
Receivables Corporation, a Delaware corporation the "Transferor"),
as  Transferor  pursuant  to the Pooling and  Servicing  Agreement
dated   as  of  January  22,  1997  (the  "Pooling  and  Servicing
Agreement"),  by  and between the Transferor, as  transferor,  FDS
National  Bank,  as  Servicer  (the  "Servicer"),  and  The  Chase
Manhattan Bank, as trustee (the "Trustee"), as supplemented by the
Series  1999-1 Supplement, dated July 6, 1999 (the "Series  1999-1
Supplement"), by and between the Transferor, the Servicer and  the
Trustee, (the Pooling and Servicing Agreement, as supplemented  by
the  Series  1999-1  Supplement, or as the Pooling  and  Servicing
Agreement  may  from  time  to time be amended,  supplemented,  or
modified, the "Agreement"), does hereby notify the Trustee (or any
successor Trustee) and the Investor Certificateholders:

       A.    Capitalized  terms  used  but  not  defined  in  this
Certificate  shall have the respective meanings set forth  in  the
Agreement.   References herein to certain sections and subsections
are  references to the respective sections and subsections of  the
Agreement.

      B.   The undersigned is a Treasurer, Vice President or  more
senior officer of the Transferor who is duly authorized to execute
and deliver this Certificate on behalf of the Transferor.

      C.   This Certificate is being delivered pursuant to Section
6.16(a) of the Agreement.

      D.  The Transferor is the Transferor under the Agreement.

      E.  No Pay Out Event has occurred that has not been remedied
pursuant to the provisions of the Agreement.

      F.  The Certificate is being delivered to the Trustee on  or
before the date specified in subsection 6.16(a) for such delivery.

      G.  NOTIFICATION OF EXTENSION.

Pursuant  to subsection 6.16(a) and in respect of  [        ,    ]
(the "Current Extension Date"), the Transferor hereby notifies the
Trustee  and  the Investor Certificateholders of the  Transferor's
intention to extend the Revolving Period in respect of Series 1999-
1  on  the  Current Extension Date pursuant to the  provisions  of
Section 6.16, until the date set forth below (such extension,  the
"Extension").

      H.  REQUIREMENTS TO COMPLETE EXTENSION

      (1)   Annexed  hereto  is an election notice  (an  "Election
Notice") to be returned by any Investor Certificateholder electing
to  approve  the  Extension.   No  Extension  shall  occur  unless
Investor   Certificateholders  holding  at  least  the   aggregate
principal  amount of Class A Certificates and Class B Certificates
set  forth  below,  respectively, shall return  properly  executed
Election Notices approving the Extension by the Election Date  (as
defined  below).   Any  Investor  Certificateholder  electing   to
approve  the  Extension must deliver a properly executed  Election
Notice      at      the      office      of      the      Trustee,
[address]  on  or  before 3:00 p.m., [New York City]  time,  on  [
,     ] (the "Election Date").  Any Investor Certificateholder may
withdraw  any  Election Notice delivered by it to the  Trustee  by
notifying the Trustee in writing at the address set forth  in  the
previous sentence on or prior to the Election Date.

      (2)   The  minimum principal amount of Class A  Certificates
that must approve of the Extension before such Extension may occur
shall equal $              .

      (3)   The  minimum principal amount of Class B  Certificates
that must approve of the Extension before such Extension may occur
shall equal $             .

      (4)   THE EXTENSION SHALL NOT OCCUR UNTIL PRIOR SATISFACTION
OF  CERTAIN CONDITIONS PRECEDENT BY THE CLOSE OF BUSINESS  ON  THE
ELECTION  DATE,  INCLUDING THE APPROVAL OF SUCH EXTENSION  BY  THE
INVESTOR   CERTIFICATEHOLDERS  HOLDING  THE   REQUIRED   AGGREGATE
PRINCIPAL AMOUNT OF CLASS A AND CLASS B CERTIFICATES, THAT NO  PAY
OUT  EVENT SHALL HAVE OCCURRED AND BE CONTINUING, AND THAT CERTAIN
LEGAL  OPINIONS  AND RATING AGENCY CONFIRMATIONS SHALL  HAVE  BEEN
DELIVERED  TO THE TRANSFEROR AND THE TRUSTEE PURSUANT  TO  SECTION
6.16(b).  THE TRANSFEROR MAY IN ITS SOLE DISCRETION WITHDRAW  THIS
EXTENSION NOTICE AT ANY TIME ON OR PRIOR TO THE ELECTION  DATE  BY
DELIVERING  NOTICE OF SUCH WITHDRAWAL IN WRITING TO  THE  TRUSTEE.
IF  ANY  SUCH  NOTICE  OF WITHDRAWAL SHALL  BE  SO  DELIVERED,  NO
EXTENSION SHALL OCCUR.

      I.    NEW  PROVISIONS TO BECOME EFFECTIVE ON  THE  EXTENSION
DATE.

      (1)  The new Amortization Period Commencement Date shall  be
the earlier of (a) [ (b) the Pay Out Commencement Date.

      (2)   The  new  Extension Date shall  be  [                ,
].

      [(3)  The new Scheduled Series 1999-1 Termination Date shall
be [           ,        ].]

     [(4)  The following are additional provisions that will apply
to the Investor Certificates on and after the Extension Date:

                        INSERT PROVISIONS]

     J.  Annexed hereto are the following:

          (1)  the form of Extension Tax Opinion.

          (2)  the form of Extension Opinion.
          (3)  the Election Notice.

IN  WITNESS  WHEREOF,  the  undersigned  has  duly  executed  this
certificate this [        ] day of [             ,           ].



             PRIME II RECEIVABLES CORPORATION



             By:_______________________________
                   Name:
                   Title:





                                                         EXHIBIT C


        FORM OF INVESTOR CERTIFICATEHOLDER ELECTION NOTICE

The Chase Manhattan Bank
450 West 33rd Street
New York, New York  10001
Attention:  Corporate Trustee Administration Department

Re:  Prime Credit Card Master Trust II:
     Election Notice to Extend Series 1999-1


Ladies and Gentlemen:

The  undersigned  hereby elects to approve the  extension  of  the
Revolving  Period for Series 1999-1 until the Amortization  Period
Commencement  Date  set  forth in the  Extension  Notice  dated  [
,          ]   (the  "Extension  Notice")  and  delivered  to  the
undersigned pursuant Section 6.16(a) of the Pooling and  Servicing
Agreement, dated as of January 22, 1997 including the Series 1999-
1  Supplement  thereto,  each by and among  Prime  II  Receivables
Corporation,  as transferor, FDS National Bank, as  Servicer,  and
The  Chase  Manhattan Bank, as trustee (the "Pooling and Servicing
Agreement").  The undersigned hereby acknowledges that  commencing
on  the  Current  Extension  Date (as  defined  in  the  Extension
Notice),  the  terms and provisions of the Pooling  and  Servicing
Agreement shall be modified as set forth in the Extension Notice.

IN WITNESS WHEREOF, the undersigned registered owner(s) has [have]
executed this Election Notice as of the date set forth below.

Dated:

                              Name(s): _______________________

                              Address:  _______________________
                                              (Please Print)


                               Signature(s): _____________________






                                                         EXHIBIT D


                     FORM OF INVESTMENT LETTER
               (Class C Certificates, Series 1999-1)

                              [Date]


Re:  Prime Credit Card Master Trust II
          Class C Certificates, Series 1999-1

Ladies and Gentlemen:

      This  letter (the "Investment Letter") is delivered  by  the
undersigned  (the  "Purchaser") pursuant to Section  6.17  of  the
Series  1999-1 Variable Funding Supplement, dated as  of  July  6,
1999  (the  "Supplement"), among Prime II Receivables Corporation,
as  Transferor (the "Transferor"), FDS National Bank, as  Servicer
(the  "Servicer"), and The Chase Manhattan Bank, as  Trustee  (the
"Trustee"), which supplements the Pooling and Servicing Agreement,
dated  as  of January 22, 1997, among the Transferor, the Servicer
and the Trustee, in connection with the Purchaser's acquisition of
Class  C  Certificates or an interest therein.  Capitalized  terms
used  herein without definition shall have the meanings set  forth
in  the  Supplement.  The Purchaser represents to and agrees  with
the Transferor and the Trustee as follows:

      (a)   The  Purchaser has such knowledge  and  experience  in
financial and business matters as to be capable of evaluating  the
merits  and  risks of its investment in the Series C  Certificates
and  is  able  to bear the economic risk of such investment.   The
Purchaser  has  independently  and based  on  such  documents  and
information as it has deemed appropriate, made is own appraisal of
and   investigation  into  the  business,  operations,   property,
financial  and other condition and creditworthiness of the  Trust,
the  Transferor  and  the Servicer and made its  own  decision  to
purchase  its  interest  in the Series C Certificates,  and  will,
independently  and based on such documents and information  as  it
shall  deem  appropriate at the time, continue  to  make  its  own
analysis, appraisals and decisions in taking or not taking  action
under  the Supplement, and to make such investigation as it  deems
necessary  to  inform  itself  as  to  the  business,  operations,
property,  financial  and other condition and creditworthiness  of
the Trust, the Transferor and the Servicer.

     (b)  The Purchaser is an "accredited investor", as defined in
Rule  501,  promulgated by the Securities and Exchange  Commission
(the  "Commission") under the Securities Act of 1933,  as  amended
(the  "Securities  Act"),  or  is  a  sophisticated  institutional
investor.  The Purchaser understands that the offering and sale of
the  Series C Certificates has not been and will not be registered
under the Securities Act and has not and will not be registered or
qualified  under  any  applicable "Blue Sky"  law,  and  that  the
offering  and  sale  of  the Series C Certificates  has  not  been
reviewed by, passed on or submitted to any federal or state agency
or commission, securities exchange or other regulatory body.
      (c)   The  Purchaser is acquiring an interest  in  Series  C
Certificates without a view to any distribution, resale  or  other
transfer thereof except, with respect to any Series C Certificates
or  any interest or participation therein, as contemplated in  the
following  sentence.  The Purchaser will not resell  or  otherwise
transfer   any   interest  or  participation  in  the   Series   C
Certificates,  except  in  accordance with  Section  6.17  of  the
Supplement  and (i) in a transaction exempt from the  registration
requirements  of  the  Securities Act of  1933,  as  amended,  and
applicable  state  securities or "blue  sky"  laws;  (ii)  to  the
Transferor  or  any affiliate of the Transferor;  or  (iii)  to  a
person  who  the  Purchaser reasonably  believes  is  a  qualified
institutional buyer (within the meaning thereof in Rule 144A under
the  Securities  Act)  that  is aware that  the  resale  or  other
transfer  is being made in reliance upon Rule 144A.  In connection
therewith, the Purchaser hereby agrees that it will not resell  or
otherwise  transfer  the  Series C Certificates  or  any  interest
therein  unless  the purchaser thereof provides to  the  addressee
hereof a letter substantially in the form hereof.

      (d)  The  Purchaser hereby certifies to the Transferor,  the
Servicer and the Trustee that it has neither acquired nor will  it
sell,  trade or transfer any interest in a Class C Certificate  or
cause  an interest in a Class C Certificate to be marketed  on  or
through  an "established securities market" within the meaning  of
Section  7704(b)(1)  of  the Code and any proposed,  temporary  or
final   treasury   regulation   thereunder,   including,   without
limitation, an over-the-counter market or an interdealer quotation
system  that  regularly disseminates firm buy or sell  quotations.
The Purchaser hereby further certifies that it is not and, for  so
long  as it holds any interest in a Class C Certificate, will  not
become  a  partnership, Subchapter S corporation or grantor  trust
for  U.S.  federal income tax purposes. The Purchaser acknowledges
that the Opinion of Counsel to the effect that the Trust will  not
be  treated  as  a  publicly  traded  partnership  taxable  as   a
corporation  is  dependent  in  part  on  the  accuracy   of   the
certifications described in this paragraph.

             (e) Pursuant to subsection 6.17(c) of the Supplement, the
Purchaser  hereby  agrees not to institute against,  or  join  any
other  Person in instituting against, or join any other Person  in
instituting  against, the Trust or the Transferor any  bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding,
or  other  proceeding  under any federal or  state  bankruptcy  or
similar  law,  for  one  year  and  one  day  after  all  Investor
Certificates are paid in full.

             (f)  This Investment Letter has been duly executed and
delivered  and constitutes the legal, valid and binding obligation
of  the Purchaser, enforceable against the Purchaser in accordance
with  its  terms, except as such enforceability may be limited  by
bankruptcy, insolvency, reorganization, moratorium or similar laws
or  equitable  principles affecting the enforcement of  creditors'
rights generally and general principles of equity.

EX-10.6

                                                   EXECUTION COPY









             CLASS A CERTIFICATE PURCHASE AGREEMENT

                    Dated as of July 6, 1999

                              among

                PRIME II RECEIVABLES CORPORATION,
                         as Transferor,

                       FDS NATIONAL BANK,
                          as Servicer,

             THE CLASS A PURCHASERS PARTIES HERETO,

                               and

                 PNC BANK, NATIONAL ASSOCIATION,
                as Agent and Administrative Agent





                       TABLE OF CONTENTS

                                                             Page

SECTION 1.
     DEFINITIONS                                            1
     1.1  Definitions                                       1

SECTION 2.
     AMOUNT AND TERMS OF COMMITMENTS                        12
     2.1  Purchases                                         12
     2.2  Reductions and Increases of Commitments           15
     2.3  Fees, Expenses, Payments, Etc                     16
     2.4  Requirements of Law                               18
     2.5  Taxes                                             20
     2.6  Non-recourse                                      22
     2.7  Indemnification                                   23
     2.8  Termination Events                                25
     2.9  Certain Agreements of the Agent                   26

SECTION 3.
     CONDITIONS PRECEDENT                                   26
     3.1  Condition to Initial Purchase                     26
     3.2  Condition to Additional Purchase                  27

SECTION 4.
     REPRESENTATIONS AND WARRANTIES                         28
     4.1  Representations and Warranties of the Transferor  28
     4.2  Representations and Warranties of FDSNB           30
     4.3  Representations and Warranties of the Agent
          and the Class A Purchasers                        32

SECTION 5.
     COVENANTS                                              32
     5.1  Covenants of the Transferor and FDSNB             32

SECTION 6.
     MUTUAL COVENANTS REGARDING CONFIDENTIALITY             36
     6.1  Covenants of Transferor, Etc.                     36
     6.2  Covenants of Class A Purchasers                   36

SECTION 7.
     THE AGENTS                                             37
     7.1  Appointment                                       37
     7.2  Delegation of Duties                              37
     7.3  Exculpatory Provisions                            37
     7.4  Reliance by Agent                                 38
     7.5  Notices                                           38
     7.6  Non-Reliance on Agent and Other Class A
          Purchasers                                        39
     7.7  Indemnification                                   39
     7.8  Agents in Their Individual Capacities             39
     7.9  Successor Agent                                   40


SECTION 8.
     SECURITIES LAWS; TRANSFERS; TAX TREATMENT              41
     8.1  Transfers of Class A Certificates                 41
     8.2  Tax Characterization of the Class A Certificates  45

SECTION 9.
     MISCELLANEOUS                                          46
     9.1  Amendments and Waivers                            46
     9.2  Notices                                           47
     9.3  No Waiver; Cumulative Remedies                    48
     9.4  Successors and Assigns                            48
     9.5  Successors to Servicer                            49
     9.6  Counterparts                                      50
     9.7  Severability                                      50
     9.8  Integration                                       50
     9.9  Governing Law                                     50
     9.10 Termination                                       50
     9.11 Action by Servicer                                50
     9.12 Limited Recourse; No Proceedings                  51
     9.13 Survival of Representations and Warranties        51
     9.14 Submission to Jurisdiction; Waivers               51
     9.15 WAIVERS OF JURY TRIAL                             53

                        LIST OF EXHIBITS

EXHIBIT A      Form of Investment Letter
EXHIBIT B      Form of Joinder Supplement
EXHIBIT C      Form of Transfer Supplement
EXHIBIT D      Form of Notice of Financing


           CLASS  A CERTIFICATE PURCHASE AGREEMENT, dated  as  of
July  6,  1999, by and among PRIME II RECEIVABLES CORPORATION,  a
Delaware  corporation  ("Prime II Receivables  Corporation"),  as
Transferor  (the  "Transferor"), FDS NATIONAL  BANK,  a  national
banking association ("FDSNB"), as Servicer (the "Servicer"),  the
CLASS A PURCHASERS from time to time parties hereto (the "Class A
Purchasers"), and PNC BANK, NATIONAL ASSOCIATION,  as  Agent  for
the  Class  A Purchasers (in such capacity, the "Agent")  and  as
Administrative Agent for the Class A Purchasers and the  Class  B
Purchasers (in such capacity, the "Administrative Agent").

                      W I T N E S S E T H:

            WHEREAS,   Prime   II  Receivables  Corporation,   as
Transferor, FDSNB, as Servicer, and the Trustee are parties to  a
certain  Pooling and Servicing Agreement dated as of January  22,
1997  (as  the same may from time to time be amended or otherwise
modified,  the "Master Pooling and Servicing Agreement"),  and  a
Series  1999-1 Variable Funding Supplement thereto, dated  as  of
July  6,  1999 (as the same may from time to time be  amended  or
otherwise  modified,  the "Supplement"  and,  together  with  the
Master   Pooling  and  Servicing  Agreement,  the  "Pooling   and
Servicing Agreement");

           WHEREAS,  the  Trust proposes to  issue  its  Class  A
Variable  Funding  Certificates,  Series  1999-1  (the  "Class  A
Certificates")  and  its Class B Variable  Funding  Certificates,
Series 1999-1 (the "Class B Certificates" and, together with  the
Class   A  Certificates,  the  "Series  1999-1  Variable  Funding
Certificates") pursuant to the Pooling and Servicing Agreement;

           WHEREAS, the Trust also proposes to issue its Class  C
Certificates,  Series  1999-1 (the "Class  C  Certificates"  and,
together  with  the Series 1999-1 Variable Funding  Certificates,
the  "Series  1999-1 Certificates") pursuant to the  Pooling  and
Servicing Agreement; and

          WHEREAS, the Class A Purchasers are willing to purchase
the  Class  A Certificates on the Closing Date and from  time  to
time  thereafter  to  purchase VFC Additional  Class  A  Invested
Amounts  thereunder  on  the terms and  conditions  provided  for
herein;

          NOW THEREFORE, in consideration of the mutual covenants
herein contained, and other good and valuable consideration,  the
receipt  and adequacy of which are hereby expressly acknowledged,
the parties hereto agree as follows:

          SECTION 1.     DEFINITIONS

           .   Definitions.  All capitalized terms used herein as
defined  terms  and not de fined herein shall have  the  meanings
given  to  them  in  the Pooling and Servicing  Agreement.   Each
capitalized term defined herein shall relate only to  the  Series
1999-1 Certificates and to no other Series of Certificates issued
by the Trust.

          "Act" has the meaning specified in subsection 2.7(a) of
this Agreement.

           "Additional Interest Amount" has the meaning  assigned
to such term in Section 2.3(g).

           "Adjusted Eurodollar Rate" shall mean, for  any  Fixed
Period (or any shorter period of time agreed to by the Agent  and
the  Transferor), an interest rate per annum (rounded  upward  to
the  nearest  1/16th of 1%) determined pursuant to the  following
formula:

                                       LIBOR
            100% - Eurodollar Rate Reserve Percentage

where  "Eurodollar Rate Reserve Percentage" means, for any  Fixed
Period (or any shorter period of time agreed to by the Agent  and
the  Transferor), the reserve percentage (expressed as a decimal,
rounded  upward  to the nearest 1/100th of 1%) applicable  during
such  Fixed Period or such shorter period (or, if more  than  one
such percentage shall be so applicable, the daily average of such
percentages  for those days in such Fixed Period or such  shorter
period  during which any such percentage shall be so  applicable)
under regulations issued from time to time by the Federal Reserve
Board  for determining the maximum reserve requirement (including
any   emergency,   supplemental   or   other   marginal   reserve
requirement)  with  respect to "Eurocurrency" funding  (currently
referred  to  as  "Eurocurrency  liabilities")  having   a   term
comparable to such Fixed Period or such shorter period.

          "Administrative Agent" has the meaning specified in the
preamble to this Agreement.

           "Affected Party" shall mean, (i) the Agent,  (ii)  the
Administrative  Agent, and (iii) with respect to  any  Structured
Purchaser, any Support Bank of such Structured Purchaser.

           "Agent"  shall mean PNC, in its capacity as Agent  for
the Class A Purchasers, or any successor agent hereunder.

            "Agent  Base  Rate"  shall  mean,  for  any  day,   a
fluctuating  interest rate per annum as shall be in  effect  from
time  to  time,  which rate shall be at all times  equal  to  the
higher of:

           (a)   the rate of interest in effect for such  day  as
     publicly  announced from time to time by PNC in  Pittsburgh,
     Pennsylvania as its "prime rate." Such "prime rate"  is  set
     by PNC based upon various factors, including PNC's costs and
     desired  return,  general  economic  conditions  and   other
     factors,  and is used as a reference point for pricing  some
     loans, which may be priced at, above or below such announced
     rate, and

           (b)   0.50%  per annum above the latest Federal  Funds
     Rate.

            "Agreement"  shall  mean  this  Class  A  Certificate
Purchase   Agreement,   as   amended,   modified   or   otherwise
supplemented from time to time.

           "Alternate Rate" shall mean, for any Fixed Period (or,
with  respect to the Adjusted  Eurodollar Rate, a shorter  period
of  time  agreed to by the Agent and the Transferor) with respect
to  the portion of the Class A Investor Principal Balance owed to
a  Class A Purchaser, an interest rate per annum equal to, at the
Transferor's option: (a) the Applicable Margin, plus the Adjusted
Eurodollar Rate for such Fixed Period or such shorter period,  or
(b) the Agent Base Rate for such Fixed Period; provided, however,
that in the case of:

          (i)  any Fixed Period (or, with respect to the Adjusted
     Eurodollar Rate, any such shorter period) on or prior to the
     date on which such Class A Purchaser shall have notified the
     Agent  that the introduction of or any change in or  in  the
     interpretation of any law or regulation makes  it  unlawful,
     or  any central bank or other Governmental Authority asserts
     that  it is unlawful for such Class A Purchaser (or, in  the
     case  of  a  Structured Purchaser, for any entity  providing
     funds  to  such  Structured Purchaser at  an  interest  rate
     determined by reference to the Adjusted Eurodollar Rate or a
     similar  rate) to fund such portion of the Class A  Investor
     Principal Balance at the Alternate Rate described above (and
     such  Class A Purchaser shall not have subsequently notified
     the Agent that such circumstances no longer exist),

           (ii)  any Fixed Period of less than 30 days; provided,
     that  the  Agent  and  the Transferor  may  agree  that  the
     Adjusted Eurodollar Rate may apply to a period of less  than
     30 days,

          (iii)  any Fixed Period as to which: (A) the Agent does
     not   receive   notice   before   4:00   p.m.   (Pittsburgh,
     Pennsylvania  time)  on:  (1) the Business  Day  immediately
     preceding  the  first  day of such  Fixed  Period  that  the
     Transferor  desires  the  related portion  of  the  Class  A
     Investor  Principal Balance to be funded at  the  Commercial
     Paper  Rate,  or  (2) the third Business Day  preceding  the
     first  day of such Fixed Period, or the second Business  Day
     preceding  the last day of any shorter period agreed  to  by
     the  Agent  and  the Transferor, in either  case,  that  the
     Transferor desires that the related portion of the  Class  A
     Investor  Principal Balance to be funded  at  the  Alternate
     Rate  and based on the Adjusted Eurodollar Rate, or (B)  the
     Agent  shall  have notified the Transferor that funding  the
     related portion of the Class A Investor Principal Balance at
     the  Commercial Paper Rate for any period of time is (in the
     Agent's  sole  discretion) economically inadvisable  to  the
     related  Class A Purchaser, the Agent or the Transferor,  or
     such  Class A Purchaser is not permitted to issue commercial
     paper  notes  for  any period of time to fund  the  Class  A
     Investor Principal Balance hereunder, or

           (iv)   any Fixed Period relating to a Class A Investor
     Principal Balance that is less than $5,000,000,

the  "Alternate  Rate" for each such Fixed  Period  shall  be  an
interest rate per annum equal to the Agent Base Rate in effect on
each day of such Fixed Period.

          "Applicable Margin" means, with respect to any purchase
for  which  Yield is calculated based on the Adjusted  Eurodollar
Rate  and  the applicable Class A Purchaser is (a) Market  Street
Capital Corp., 0.0%, or (b) any other Class A Purchaser, 0.75%.

            "Assignee"  and  "Assignment"  have  the   respective
meanings specified in subsection 8.1(e) of this Agreement.

          "Business Day" means any day on which (i) banks are not
authorized  or required to close in New York City or  Pittsburgh,
Pennsylvania,  and (ii) if such term is used in  connection  with
the  Adjusted Eurodollar Rate, dealings are carried  out  in  the
London interbank market.

          "Class A Certificates" has the meaning specified in the
recitals to this Agreement.

           "Class  A  Fee Letter" shall mean that certain  letter
agreement,  designated therein as the Series 1999-1 Class  A  Fee
Letter  and  dated as of the date hereof, among  the  Agent,  the
Transferor  and  the Servicer, as such letter  agreement  may  be
amended or otherwise modified from time to time.

           "Class A Investor Principal Balance" shall mean,  when
used  with respect to any Business Day, an aggregate amount equal
to  (a)  the  Class  A  Initial Invested  Amount,  plus  (b)  the
aggregate  VFC Additional Class A Invested Amounts  purchased  by
the  Class  A Certificateholders through the end of the preceding
Business  Day  pursuant  to  Section  6.15  of  the  Pooling  and
Servicing  Agreement, minus (c) the aggregate amount of principal
payments  made  to the Class A Certificateholders prior  to  such
Business Day.

           "Class A Owners" shall mean, with respect to any Class
A  Certificate  held by the Agent hereunder for  the  benefit  of
Class  A  Purchasers, the owners of the Class A  Invested  Amount
represented by such Class A Certificate as reflected on the books
of the Class A Agent in accordance with this Agreement.

           "Class  A  Program Fee" shall mean  the  ongoing  fees
payable to the Agent or the Class A Purchasers in the amounts and
on the dates set forth in the Class A Fee Letter.

           "Class A Purchasers" has the meaning specified in  the
preamble to this Agreement.

           "Class A Repayment Amount" shall mean the sum  of  all
amounts payable with respect to the principal amount of the Class
A  Certificates and interest on the Class A Certificates and  all
other  amounts (other than amounts payable pursuant to subsection
2.3(b) or (c), the last sentence of subsection 2.6(a) and Section
2.7  hereof  unless  such amounts are not paid  by  the  Servicer
pursuant  to  this  Agreement) owing to the  Class  A  Purchasers
hereunder.

          "Class B Certificates" has the meaning specified in the
recitals to this Agreement.

          "Class C Certificates" has the meaning specified in the
recitals to this Agreement.

          "Closing Date" shall mean July 6, 1999.

          "Code" shall mean the Internal Revenue Code of 1986, as
amended.

           "Commercial  Paper  Rate" shall mean,  for  any  Fixed
Period for any portion of the Class A Investor Principal Balance,
to  the extent a Structured Purchaser funds such portion for such
Fixed Period by issuing commercial paper notes, a rate calculated
by  the  Agent equal to: (a) the rate (or if more than one  rate,
the  weighted  average  of the rates) at which  commercial  paper
notes  of such Structured Purchaser on each day during such Fixed
Period have been outstanding such Structured Purchaser; provided,
that  if  such rate(s) is a discount rate(s), then the Commercial
Paper  Rate  shall  be the rate (or if more than  one  rate,  the
weighted  average  of the rates) resulting from  converting  such
discount rate(s) to an interest-bearing equivalent rate, plus (b)
the  commissions and charges charged by such placement  agent  or
commercial  paper  dealer with respect to such  commercial  paper
notes,  expressed  as  a percentage of the face  amount  of  such
commercial  paper  notes  and converted  to  an  interest-bearing
equivalent rate per annum.

           "Committed Class A Purchaser" shall mean any  Class  A
Purchaser  which has a Commitment, as set forth in its respective
Joinder Supplement and any Assignee of such Class A Purchaser  to
the  extent  of  the portion of such Commitment assumed  by  such
Assignee pursuant to its respective Transfer Supplement.

           "Commitment"  shall mean, for any  Committed  Class  A
Purchaser,  the  maximum  amount  of  such  Committed   Class   A
Purchaser's commitment to purchase a portion the Class A Invested
Amount,  as  set forth in the Joinder Supplement or the  Transfer
Supplement  by  which such Committed Class A Purchaser  became  a
party  to this Agreement or assumed the Commitment (or a  portion
thereof)  of another Committed Class A Purchaser, as such  amount
may   be   adjusted  from  time  to  time  pursuant  to  Transfer
Supplement(s)  executed by such Committed Class A  Purchaser  and
its  Assignee  and  delivered pursuant to  Section  8.1  of  this
Agreement or pursuant to Section 2.2 of this Agreement.

           "Commitment  Expiration Date"  shall  mean,  for  each
Committed Class A Purchaser, the earlier to occur of (i) the date
set forth in the Joinder Supplement or the Transfer Supplement by
which  such  Committed Class A Purchaser became a party  to  this
Agreement  or  assumed the Commitment (or a portion  thereof)  of
another Committed Class A Purchaser, as such date may be extended
from  time to time by mutual agreement of all Class A Purchasers,
the  Agent  and  the  Transferor, and  (ii)  the  date  that  the
commitment  of  any  Support  Bank  to  such  Committed  Class  A
Purchaser  terminates  under any liquidity  agreement  or  credit
agreement which relates to this Agreement.

           "Commitment  Percentage" shall mean, for  a  Committed
Class  A  Purchaser,  such Class A Purchaser's  Commitment  as  a
percentage of the aggregate Commitments of all Committed Class  A
Purchasers.

           "Defaulting  Purchaser" has the meaning  specified  in
subsection 2.1(e) of this Agreement.

           "Downgraded  Purchaser" has the meaning  specified  in
subsection 8.1(k).

           "Eligible  Assignee" shall mean  PNC  and  each  other
Person listed in a letter from the Agent to the Transferor  dated
the Closing Date, as such list may be augmented from time to time
with the consent of the Agent and the Transferor.

            "Excluded   Taxes"  has  the  meaning  specified   in
subsection 2.5(a) of this Agreement.

           "FDSNB"  has the meaning specified in the preamble  to
this Agreement.

           "Federal Funds Rate" means, for any day, the per annum
rate  set  forth in the weekly statistical release designated  as
H.15(519), or any successor publication, published by the Federal
Reserve  Board  (including any such successor,  "H.15(519)")  for
such day opposite the caption "Federal Funds (Effective)." If  on
any relevant day such rate is not yet published in H.15(519), the
rate  for  such  day  will be the rate set  forth  in  the  daily
statistical  release  designated  as  the  Composite  3:30   p.m.
Quotations  for  U.S.  Government Securities,  or  any  successor
publication, published by the Federal Reserve Bank  of  New  York
(including   any  such  successor,  the  "Composite   3:30   p.m.
Quotations")  for  such  day  under the  caption  "Federal  Funds
Effective Rate." If on any relevant day the appropriate  rate  is
not  yet published in either H.15(519) or the Composite 3:30 p.m.
Quotations, the rate for such day will be the arithmetic mean  as
determined by the Agent of the rates for the last transaction  in
overnight Federal funds arranged before 9:00 a.m. (New York time)
on  that  day  by each of three leading brokers of Federal  funds
transactions in New York City selected by the Agent.

          "Federal Reserve Board" means the Board of Governors of
the  Federal Reserve System, or any entity succeeding to  any  of
its principal functions.

           "Fixed  Period" shall mean, with respect to a Class  A
Purchaser  and  any  portion of the Class  A  Investor  Principal
Balance  owed  to  such  Class A Purchaser,  a  period  from  and
including  a  Distribution  Date  to,  but  excluding,  the  next
succeeding  Distribution Date; provided that (i) the first  Fixed
Period  shall commence on the Closing Date and end on  the  first
Distribution Date, (ii)  in the case of any Fixed Period for  any
portion  of the Class A Principal Balance which commences  before
the  Termination Date and would otherwise end on a date occurring
after  the Termination Date, such Fixed Period shall end  on  the
Termination  Date  and the duration of each  Fixed  Period  which
commences  on  or  after the Termination Date shall  be  of  such
duration  as shall be selected by the Agent, and (iii)  upon  the
occurrence, and during the continuance, of an event described  in
clause  (iii)(B) of the definition of Alternate Rate,  the  Agent
may,  upon  notice to the Transferor, terminate any Fixed  Period
then  in  effect if Yield for such Fixed Period is calculated  on
the basis of the Commercial Paper Rate.  Any portion of the Class
A  Investor  Principal Balance allocated to any  such  terminated
Fixed Period shall (i) initially be reallocated to a Fixed Period
beginning  on  such  date  of  termination  and  ending  on  (but
excluding)  the  third Business Day immediately  succeeding  such
date  of termination and the Yield during such Fixed Period shall
be  calculated based on the Alternate Rate as set  forth  in  the
definition  thereof,  and (ii) then be  reallocated  to  a  Fixed
Period  beginning on such third Business Day and ending  on  (but
excluding) the immediately succeeding Distribution Date  and  the
Yield  during such Fixed Period shall be calculated based on  the
Alternate Rate as set forth in the definition thereof.

           "Governmental  Authority" shall  mean  any  nation  or
government, any state or other political subdivision thereof  and
any   entity   exercising   executive,   legislative,   judicial,
regulatory  or  administrative  functions  of  or  pertaining  to
government.

           "Indemnitee"  has the meaning specified in  subsection
2.7(a) of this Agreement.

           "Indemnifying  Party"  has the  meaning  specified  in
subsection 2.7(b) of this Agreement.

           "Investing  Office" shall mean, with  respect  to  any
Affected  Party,  any office of such Affected Party  which  is  a
beneficial holder of a portion of the Class A Certificates.

           "Investment  Letter"  has  the  meaning  specified  in
subsection 8.1(a) of this Agreement.

           "Joinder  Supplement"  has the  meaning  specified  in
subsection 2.2(d) of this Agreement.

           "LIBOR"  shall mean, with respect to any Fixed  Period
(or any shorter period agreed to by the Agent and the Transferor)
for  any  Class  A Investor Amount to be funded at  the  Adjusted
Eurodollar Rate, the rate of interest per annum determined by the
Agent  to  be the arithmetic mean (rounded upward to the  nearest
1/16th of 1%) of the rates of interest per annum notified to  the
Agent  by  the  Reference Bank as the rate of interest  at  which
dollar  deposits  in  the  approximate amount  of  such  Class  A
Investor Principal Amount to be funded at the Adjusted Eurodollar
Rate  during  such Fixed Period or such shorter period  would  be
offered  by  major banks in the London interbank  market  to  the
Reference  Bank  at  its request at or about 11:00  a.m.  (London
time) on the second Business Day before the commencement of  such
Fixed Period or such shorter period.

          "Liquidation Day" shall mean, for any Class A Purchaser
and any portion of the Class A Investor Principal Balance owed to
such  Purchaser (a) any day other than a Distribution Date  or  a
Business  Day  on  which  a  decrease in  the  Class  A  Investor
Principal  occurs  pursuant to, and in accordance  with,  Section
2.3(h),  on  which a reduction of such portion  of  the  Class  A
Investor Principal Balance occurs, (b) any Purchase Date on which
the conditions set forth in Sections 3.2 of the Agreement are not
satisfied,  and  (c) any day on which the Agent  reallocates  any
portion  of the Class A Investor Principal Balance as the  result
of  the termination of a Fixed Period pursuant to clause (iii)(B)
of the definition thereof.
 .
          "Liquidation Fee" shall mean, for any Class A Purchaser
and  for  any Liquidation Day,  the amount, if any, by which  (i)
the  additional Yield (calculated without taking into account any
Liquidation  Fee)  which would have accrued  during  the  current
Fixed  Period  or, with respect to the Adjusted Eurodollar  Rate,
any  shorter  period agreed to by the Agent and  the  Transferror
(without giving effect to any termination of such Fixed Period or
such  shorter  period)  on the portion of the  Class  A  Investor
Principal  Balance owed to such Class A Purchaser,  exceeds  (ii)
the  income,  if  any, received by such Class  A  Purchaser  from
investing the proceeds of such reduction of the Class A  Investor
Principal Balance.

           "Master  Pooling  and  Servicing  Agreement"  has  the
meaning specified in the recitals to this Agreement.

          "Moody's" shall mean Moody's Investors Service, Inc.

           "Noncommitted Class A Purchaser" shall mean a Class  A
Purchaser which is not a Committed Class A Purchaser.

          "Noncommitted Purchaser Percentage" shall mean for each
Class A Purchaser which is not a Committed Class A Purchaser, the
percentage  set forth in its Joinder Supplement or  the  Transfer
Supplement by which such Class A Purchaser became a party to this
Agreement, as such percentage may be adjusted from time  to  time
pursuant  to  Transfer Supplement(s) executed  by  such  Class  A
Purchaser and any Assignee and delivered pursuant to Section  8.1
of this Agreement.

           "Nondefaulting Purchaser" has the meaning specified in
subsection 2.1(e) of this Agreement.

           "Participant" has the meaning specified in  subsection
8.1(d) of this Agreement.

          "Participation" has the meaning specified in subsection
8.1(d) of the Agreement.

           "Percentage  Interest"  shall  mean,  for  a  Class  A
Purchaser, (a) the sum of (i) the portion of the Class A  Initial
Invested  Amount  (if any) purchased by such Class  A  Purchaser,
plus  (ii) the aggregate VFC Additional Class A Invested  Amounts
(if  any) purchased by such Class A Purchaser through the end  of
the  preceding  Business  Day pursuant to  Section  6.15  of  the
Pooling  and Servicing Agreement, plus (iii) any portion  of  the
Class  A  Investor Principal Balance acquired  by  such  Class  A
Purchaser as an Assignee from another Class A Purchaser  pursuant
to  a  Transfer  Supplement executed and  delivered  pursuant  to
Section 8.1 of this Agreement, minus (iv) the aggregate amount of
principal payments made to such Class A Purchaser prior  to  such
Business  Day,  minus  (v) any portion of the  Class  A  Investor
Principal  Balance  assigned by such  Class  A  Purchaser  to  an
Assignee pursuant to a Transfer Supplement executed and delivered
pursuant to Section 8.1 of this Agreement, as a percentage of (b)
the aggregate Class A Investor Principal Balance.

          "PNC" shall mean PNC Bank, National Association.

           "Pooling  and  Servicing Agreement"  has  the  meaning
specified in the recitals to this Agreement.

           "Prime  II  Receivables Corporation" has  the  meaning
specified in the preamble to this Agreement.

           "Purchase Date" shall mean the Closing Date  and  each
date  on  which a purchase of a VFC Additional Class  A  Invested
Amount is to occur in accordance with Section 6.15 of the Pooling
and Servicing Agreement and Section 2.1 hereof.

           "Purchase Request" shall have the meaning assigned  to
such term in Section 2.1(c).

          "Rating Agency" shall mean each of Moody's and Standard
& Poor's.

          "Reference Bank" means PNC.

            "Reduction  Amount"  has  the  meaning  specified  in
subsection 2.6(a) of this Agreement.

           "Regulatory Change" shall mean (i) as to each Class  A
Purchaser,  any change occurring after the date of the  execution
and delivery of the Joinder Supplement or the Transfer Supplement
by which it became party to this Agreement, or, in the case of  a
Participant,   the   date  on  which  its  Participation   became
effective, or (ii) as to any Affected Party, the date  it  became
such  an Affected Party, in any (or the adoption after such  date
of any new):

           (i)  United States Federal or state law or foreign law
     applicable  to  such Class A Purchaser,  Affected  Party  or
     Participant; or

           (ii)  regulation, interpretation, directive, guideline
     or  request  (whether  or  not  having  the  force  of  law)
     applicable  to  such Class A Purchaser,  Affected  Party  or
     Participant of any court or other judicial authority or  any
     Governmental  Authority charged with the  interpretation  or
     administration of any law referred to in clause  (i)  or  of
     any  fiscal,  monetary or other authority  or  central  bank
     having  jurisdiction  over such Class A Purchaser,  Affected
     Party or Participant.

           "Related  Documents"  shall mean,  collectively,  this
Agreement  (including  the Class A Fee  Letter  and  all  Joinder
Supplements  and  Transfer Supplements), the Master  Pooling  and
Servicing   Agreement,   the  Supplement,   the   Series   1999-1
Certificates, and the Receivables Purchase Agreement.

           "Replacement Purchaser" has the meaning  specified  in
subsection 2.4(c) of this Agreement.

           "Required  Class A Owners" shall mean,  at  any  time,
Class  A  Purchasers having Percentage Interests  aggregating  at
least 50.1%.

           "Required Class A Purchasers" shall mean, at any time,
Committed  Class A Purchasers having Commitments  aggregating  at
least 50.1% of the aggregate Commitments of all Committed Class A
Purchasers.

           "Requirement of Law" shall mean, as to any Person, any
law,   treaty,  rule  or  regulation,  or  determination  of   an
arbitrator or Governmental Authority, in each case applicable  to
or  binding upon such Person or to which such Person is  subject,
whether  federal, state or local (including, without  limitation,
usury laws, the Federal Truth in Lending Act and Regulation Z and
Regulation  B  of  the Board of Governors of the Federal  Reserve
System).

           "Reserve Account Increase Notice" shall mean a  notice
delivered by the Administrative Agent in accordance with  Section
2.8 hereof.

           "Series 1999-1 Certificates" has the meaning specified
in the recitals to this Agreement.

           "Series 1999-1 Variable Funding Certificates" has  the
meaning specified in the recitals to this Agreement.

          "Servicer" has the meaning specified in the preamble to
this Agreement.

           "Standard  &  Poor's"  shall mean  Standard  &  Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc.

           "Structured  Purchaser" shall mean (i)  Market  Street
Capital  Corp.,  and (ii) any Class A Purchaser  whose  principal
business consists of issuing commercial paper, medium term  notes
or  other  securities to fund its acquisition and maintenance  of
receivables,   accounts,  instruments,  chattel  paper,   general
intangibles  and  other similar assets or interests  therein  and
which  is  required  by any nationally recognized  rating  agency
which  is  rating  such securities to obtain from  its  principal
debtors an agreement such as that set forth in subsection 9.12(b)
of this Agreement in order to maintain such rating.

           "Supplement" has the meaning specified in the recitals
to this Agreement.

           "Support  Bank"  shall mean any  Person  extending  or
having a commitment to extend funds to or for the account of  any
Structured Purchaser,  including by agreement to (i) purchase  an
assignment of, or participation in Class A Certificates  under  a
liquidity  or  credit  support agreement which  relates  to  this
Agreement,  (ii) provide one or more letters of  credit  for  the
account of such Structured Purchaser, and (iii) issue one or more
surety  bonds under which such Structured Purchaser is  obligated
to repay such Person for any drawings thereunder.

           "Taxes" has the meaning specified in subsection 2.5(a)
of this Agreement.

           "Termination Date" shall mean the Amortization  Period
Commencement Date.

           "Termination  Event"  has  the  meaning  specified  in
Section 2.8 hereof.

           "Transfer"  has  the meaning specified  in  subsection
8.1(c) of this Agreement.

           "Transfer  Supplement" has the  meaning  specified  in
subsection 8.1(e) of this Agreement.

           "Transferor" has the meaning specified in the preamble
to this Agreement.

           "Trust" shall mean the Prime Credit Card Master  Trust
II.

           "Trustee"  shall  mean  The Chase  Manhattan  Bank,  a
banking corporation organized and existing under the laws of  the
State  of New York, in its capacity as Trustee under the  Pooling
and  Servicing  Agreement, together with its successors  in  such
capacity.

            "written"  or  "in  writing"  (and  other  variations
thereof)  shall  mean  any  form of written  communication  or  a
communication by means of telex, telecopier device, telegraph  or
cable.

           "Yield" shall mean, for any Business Day the aggregate
of the following amounts:

              (i)   for  each  portion of the  Class  A  Investor
     Principal  Balance  owed to a Structured  Purchaser  to  the
     extent  that  such  Structured  Purchaser  has  funded  such
     portion  through the issuance of commercial paper  notes  on
     the immediately preceding Business Day,

               PB x CPR x ED + LF + AI
                            360
     and

              (ii)   for  each remaining portion of the  Class  A
     Investor Principal Balance,

               PB x AR x ED + LF + AI
                          TD
     where:

                    PB   =    the relevant portion of the Class A
               Investor Principal Balance

                    CPR   =     the Commercial Paper  Rate  then
               applicable to the relevant portion of the Class  A
               Investor Principal Balance

                    AR   =    the Alternate Rate then applicable
               to  the  relevant portion of the Class A  Investor
               Principal Balance

                    ED    =     the number of days elapsed since
               the immediately preceding Business Day

                    TD     =     360  if  AR  is  the  Adjusted
               Eurodollar Rate, or 365 or 366, as applicable,  if
               AR is the Agent Base Rate

                    LF    =    the Liquidation Fee, if any,  for
               such Business Day

                    AI   =    the Additional Interest Amount, if
               any, for such Business Day.

      If  during  any  Fixed Period any portion of  the  Class  A
Invested  Principal  Balance is funded through  the  issuance  of
commercial paper notes, the Servicer shall make daily allocations
of Class A Interest based on the Commercial Paper Rate applicable
to  the immediately preceding Fixed Period (or, in the event that
no  portion  of  the Class A Investor Principal  Balance  accrued
Yield  at  the  Commercial  Paper Rate  during  such  immediately
preceding  Fixed Period, the Agent will on the first day  of  the
related  Fixed  Period provide the Servicer an  estimate  of  the
Commercial Paper Rate applicable to such portion of the  Class  A
Investor  Principal  Balance  and  such  Fixed  Period).   It  is
understood  and  agreed  that  (i)  the  Commercial  Paper   Rate
described  in  the immediately preceding sentence  will  be  used
solely  for  purposes  of  making daily allocations  of  Class  A
Interest under the Supplement, and (ii) any resulting differences
between such estimated daily allocations and the actual Yield for
such  Fixed  Period  shall be reconciled  as  set  forth  in  the
definitions of Class A Carrying Costs.

          SECTION 2.     AMOUNT AND TERMS OF COMMITMENTS

           2.1   Purchases. (a)  On and subject to the terms  and
conditions of this Agreement, each Noncommitted Class A Purchaser
which is a party hereto on the Closing Date, severally, agrees to
acquire  its  Noncommitted Purchaser Percentage of  the  Class  A
Certificates  on the Closing Date for a purchase price  equal  to
its  Noncommitted  Purchaser Percentage of the  Initial  Class  A
Invested Amount, which shall not be less than $500,000, and  each
Committed  Class  A  Purchaser which is a  party  hereto  on  the
Closing   Date,  severally,  agrees  to  acquire  its  Commitment
Percentage  of  the  Class  A Certificates  not  so  acquired  by
Noncommitted  Class  A  Purchasers on  the  Closing  Date  for  a
purchase  price  equal  to the portion of  the  Initial  Class  A
Invested  Amount represented thereby on the Closing  Date.   Such
purchase price shall be made available to the Transferor  on  the
Closing  Date,  subject  to the satisfaction  of  the  conditions
specified  in Section 3 hereof, by wire transfer at or  prior  to
2:00 p.m. Pittsburgh, Pennsylvania time on the Closing Date at an
account  of the Transferor specified in writing by the Transferor
to  the  Agent in funds immediately available to the  Transferor;
provided,  that,  in  any  event,  the  Agent  shall  notify  the
Transferor  at  or  prior  to 1:00 p.m. Pittsburgh,  Pennsylvania
time, if such wire transfer will not be initiated at or prior  to
2:00 p.m. Pittsburgh, Pennsylvania time on the Closing Date.  The
Class A Purchasers hereby direct that the Class A Certificates be
registered  in the name of the Agent, on behalf of  the  Class  A
Owners from time to time hereunder.

          (b)  On and subject to the terms and conditions of this
Agreement   and   prior  to  the  Termination  Date,   (i)   each
Noncommitted  Class  A  Purchaser may purchase  its  Noncommitted
Purchaser  Percentage  of  any VFC Additional  Class  A  Invested
Amount offered for purchase by the Transferor pursuant to Section
6.15  of the Pooling and Servicing Agreement in an amount of  not
less  than  $500,000, and (ii) each Committed Class A  Purchaser,
severally,  agrees to purchase a portion of such  VFC  Additional
Class  A  Invested Amount which is not purchased by  Noncommitted
Class  A Purchasers pursuant to clause (i) in an amount equal  to
the  lesser of (A) its Commitment Percentage thereof, or (B)  the
excess  of  its  Commitment over its Percentage Interest  of  the
Class  A  Investor Principal Balance (determined prior to  giving
effect  to  such  purchase), in either case for a purchase  price
equal to the VFC Additional Class A Invested Amount so purchased.
Such  purchase  price shall be made available to the  Trustee  in
immediately available funds, by wire transfer at or prior to 2:00
p.m.  Pittsburgh,  Pennsylvania time on the  applicable  Purchase
Date   for  the  account  of  the  Transferor,  subject  to   the
satisfaction of the conditions specified in Section 3 hereof,  on
the  applicable  Purchase Date specified pursuant  to  subsection
2.1(c),  for deposit in the Proceeds Account held by the  Trustee
pursuant  to  the Supplement; provided, that, in any  event,  the
Agent  shall  notify  the Transferor at or  prior  to  1:00  p.m.
Pittsburgh, Pennsylvania time, if such wire transfer will not  be
initiated at or prior to 2:00 p.m. Pittsburgh, Pennsylvania  time
on such Purchase Date.  Each Noncommitted Class A Purchaser which
is  a  Structured Purchaser confirms by becoming a party to  this
Agreement  that,  subject to the terms  and  conditions  of  this
Agreement,  it  currently  intends to purchase  its  Noncommitted
Purchaser  Percentage  of  any VFC Additional  Class  A  Invested
Amount offered for purchase by the Transferor pursuant to Section
6.15  of the Pooling and Servicing Agreement to the extent  that,
at  the  time of such purchase, it is permitted and able  in  the
ordinary  course of its business to issue commercial paper  which
is  rated  not  lower  than the respective  ratings  assigned  by
Moody's  and  Standard  &  Poor's  on  the  date  on  which  such
Structured   Purchaser  became  a  Class  A  Purchaser   (without
increasing or otherwise modifying any letter of credit  or  other
enhancement  provided  to  such  Structured  Purchaser   or   any
liquidity  support  provided  to  such  Structured  Purchaser  by
Affected  Parties)  in  sufficient amounts  fully  to  fund  such
purchase.

           (c)   The  purchase of the Initial  Class  A  Invested
Amount  and each purchase of any VFC Additional Class A  Invested
Amount  shall  be made on prior written notice  in  the  form  of
Exhibit D (a "Purchase Request") from the Transferor to the Agent
received  by  the  Agent  not later than  4:00  p.m.  Pittsburgh,
Pennsylvania time (i) in the case of a purchase to be  funded  at
the  Alternate Rate based upon the Adjusted Eurodollar  Rate,  on
the  third  Business  Day  immediately preceding  the  applicable
Purchase  Date  (or,  in  the case of the initial  purchase,  the
Closing Date), (ii) in the case of a purchase to be funded at the
Commercial  Paper Rate on the Business Day immediately  preceding
the  applicable  Purchase Date (or, in the case  of  the  initial
purchase,  the Closing Date), or (iii) in the case of a  purchase
to be funded at the Alternate Base Rate based upon the Agent Base
Rate,  on  the Business Day (or, in the event that Market  Street
Capital  Corporation  is the applicable Class  A  Purchaser,  the
second   Business  Day)  immediately  preceding  the   applicable
Purchase  Date  (or,  in  the case of the initial  purchase,  the
Closing  Date).  Each such Purchase Request shall be  irrevocable
and  shall  specify (i) the aggregate Initial  Class  A  Invested
Amount or VFC Additional Class A Invested Amount, as the case may
be,  to be purchased and (ii) the applicable Purchase Date (which
shall  be  a Business Day).  The Agent shall promptly  forward  a
copy of such Purchase Request to each Class A Purchaser.  In  the
case of the purchase of a VFC Additional Class A Invested Amount,
each  Noncommitted Class A Purchaser shall notify  the  Agent  by
10:45  a.m.,  Pittsburgh, Pennsylvania time,  on  the  applicable
Purchase  Date  whether it has determined to make  such  purchase
and,  if so, whether all of the terms specified by the Transferor
are  acceptable to such Noncommitted Class A Purchaser.   In  the
event that a Noncommitted Class A Purchaser shall not have timely
provided  such notice, it shall be deemed to have determined  not
to make such purchase.  The Agent shall notify the Transferor and
each  Committed  Class  A Purchaser on or prior  to  11:00  a.m.,
Pittsburgh, Pennsylvania time, on the applicable Purchase Date of
whether each Noncommitted Class A Purchaser has so determined  to
purchase its share of such VFC Additional Class A Invested Amount
and,  in the event that Noncommitted Class A Purchasers have  not
determined to purchase the entire VFC Additional Class A Invested
Amount, the Agent shall specify in such notice (i) the portion of
the  VFC  Additional Class A Invested Amount to be  purchased  by
each  Committed  Class A Purchaser, (ii) the applicable  Purchase
Date  (which shall be a Business Day).  Notwithstanding  anything
else herein to the contrary, if the Transferor has requested that
the  purchase be funded at the Commercial Paper Rate,  the  Agent
shall   notify   the  Transferor  no  later  than  12:00   (noon)
Pittsburgh,  Pennsylvania time on the applicable  Purchase  Date,
whether  the Agent has exercised its discretion not to fund  such
purchase with the issuance of commercial paper notes as described
in clause (iii)(B) of the definition of Commercial Paper Rate, in
which case the Transferor shall be deemed to have requested  that
the  purchase be funded at the Alternate Base Rate and  be  based
upon the Agent Base Rate.

           (d)   In  no  event may the Transferor offer  any  VFC
Additional  Class  A  Invested Amount for purchase  hereunder  or
under  Section  6.15 of the Pooling and Servicing Agreement,  nor
shall  any  Committed Class A Purchaser be obligated to  purchase
any  VFC  Additional Class A Invested Amount, to the extent  that
such VFC Additional Class A Invested Amount, when aggregated with
the Class A Investor Principal Balance determined prior to giving
effect  to  the  issuance  thereof, would  exceed  the  aggregate
Commitments.

           (e)   In the event that one or more Committed Class  A
Purchasers  (the  "Defaulting  Purchasers")  fails  to  fund  its
Committed Percentage of any purchase of a VFC Additional Class  A
Invested  Amount by 1:00 p.m., Pittsburgh, Pennsylvania time,  on
the applicable Purchase Date and the Servicer shall have notified
the   Agent  of  such  failure  by  not  later  than  1:30  p.m.,
Pittsburgh, Pennsylvania time, on such Purchase Date,  the  Agent
shall  so  notify each of the other Committed Class A  Purchasers
(the  "Nondefaulting  Purchasers")  not  later  than  2:30  p.m.,
Pittsburgh,  Pennsylvania time, on such Purchase Date,  and  each
Nondefaulting Purchaser shall, subject to the satisfaction of the
conditions  specified in Section 3 hereof, purchase a portion  of
the aggregate VFC Additional Class A Invested Amount which was to
be  purchased by the Defaulting Purchasers equal to the lesser of
(i)  its  Commitment Percentage thereof as a  percentage  of  the
aggregate Commitment Percentages of all Nondefaulting Purchasers,
and  (ii)  the  excess  of  its Commitment  over  its  Percentage
Interest  of  the Class A Investor Principal Balance  (determined
prior  to giving effect to such purchase), in either case  for  a
purchase  price  equal  to the VFC Additional  Class  A  Invested
Amount  so purchased, by making such purchase price available  to
the  Trustee  for the account of the Transferor on such  Purchase
Date for deposit in the Proceeds Account in immediately available
funds.    No  such  purchase  by Nondefaulting  Purchasers  shall
relieve  any  Defaulting  Purchaser of its  obligations  to  make
purchases hereunder, and each Defaulting Purchaser shall from and
after  the applicable Purchase Date be obligated to purchase  the
portion of any VFC Additional Class A Invested Amount which  such
Defaulting Purchaser was required to purchase hereunder and which
was   purchased   by   a   Nondefaulting  Purchaser   from   such
Nondefaulting  Purchaser at a purchase price  equal  to  (i)  the
portion  of  the  Class A Investor Principal Balance  represented
thereby,  plus  (ii) accrued and unpaid interest thereon  at  the
applicable  Class  A  Certificate  Rate,  plus  (iii)  an  amount
calculated  at  the  rate of 1.0% per annum from  the  applicable
Purchase  Date  for such VFC Additional Class A  Invested  Amount
through  the  date of such purchase by the Defaulting  Purchaser.
The  Transferor  shall have the right to replace  any  Defaulting
Purchaser hereunder with a Replacement Purchaser, and the  Agent,
acting  at the request of the Required Class A Purchasers,  shall
have  the  right  to  replace such Defaulting  Purchaser  with  a
Replacement  Purchaser  which  is  an  Eligible  Assignee  or  is
otherwise reasonably acceptable to the Transferor; provided, that
(x)  such replacement shall not affect the Defaulting Purchaser's
right to receive any amounts otherwise owed to it hereunder, when
and as the same would have been due and payable without regard to
such  replacement  (subject to the rights of  the  other  parties
hereto  with respect to such Defaulting Purchaser), and (y)  such
Replacement  Purchaser shall, concurrently with  its  becoming  a
Committed  Class A Purchaser hereunder, purchase the  portion  of
any  VFC  Additional Class A Invested Amount at the time required
to  be  purchased  by the Defaulting Purchaser  pursuant  to  the
preceding sentence for a purchase price equal to (i) the  portion
of  the  Class A Investor Principal Balance represented  thereby,
plus  (ii)  accrued and unpaid interest thereon at the applicable
Class  A  Certificate Rate; provided further, that upon any  such
replacement and purchase by a Replacement Purchaser, any  amounts
owing  to  Nondefaulting Purchasers by such Defaulting  Purchaser
under  clause  (iii) of the preceding sentence  shall  remain  an
obligation of such Defaulting Purchaser.

          (f)  The Class A Certificates shall be paid as provided
in the Pooling and Servicing Agreement.  The Agent shall allocate
each  payment  in  reduction of the Class  A  Investor  Principal
Balance  to the Class A Owners pro rata based on their respective
Percentage Interests, and shall allocate each payment of Class  A
Interest  for  any Business Day to the Class A  Owners  pro  rata
based on the Yield on such Class A Owner's portion of the Class A
Investor  Principal Balance for such Business  Day.   Amounts  so
allocated by the Agent shall be distributed by the Agent  to  the
respective Class A Owners when and as received by the Agent  from
the Trust.

           2.2  Reductions and Increases of Commitments.  (a)  At
any  time  the Transferor may, upon at least five Business  Days'
prior  written notice to the Agent, terminate in whole or  reduce
in  part  the  portion of the Commitments which exceed  the  then
outstanding Class A Investor Principal Balance (after adjustments
thereto  occurring on the date of such termination or reduction).
Each  such  partial reduction shall be in an aggregate amount  of
$10,000,000  or  integral multiples thereof.  On the  Termination
Date, the aggregate Commitments shall automatically reduce to  an
amount  equal to the Class A Investor Principal Balance  on  such
day, and on each Business Day thereafter shall be further reduced
by  an  amount  equal to the reduction in the  Class  A  Investor
Principal  Balance  (if  any) on such  day.   Reductions  of  the
aggregate Commitments pursuant to this subsection 2.2(a) shall be
allocated  to  the pro rata to the Commitments of each  Committed
Class A Purchaser based on its respective Commitment Percentage.

           (b)   The  Transferor may, upon at least two  Business
Days'  prior written notice to the Agent, terminate in  whole  or
reduce  in  part  the Commitment of any Defaulting  Purchaser  or
Downgraded  Purchaser to an amount not less  than  such  Class  A
Purchaser's Percentage Interest of the Class A Investor Principal
Balance.   Each such partial reduction shall be in  an  aggregate
amount  of  1,000,000  or integral multiples  thereof.   No  such
termination of reduction shall relieve such Defaulting  Purchaser
of  its  obligations  to  Nondefaulting  Purchasers  pursuant  to
subsection 2.1(e) hereof.

          (c)  The aggregate Commitments of the Committed Class A
Purchasers  may  be  increased from  time  to  time  through  the
increase  of  the  Commitment of one or more  Committed  Class  A
Purchasers; provided, however, that no such increase  shall  have
become  effective  unless (i) the Agent and the Transferor  shall
have  given  their written consent thereto, (ii) such  increasing
Committed   Class  A  Purchaser  shall  have  entered   into   an
appropriate amendment or supplement to this Agreement  reflecting
such  increased Commitment and (iii) such conditions, if any,  as
the  Agent  shall  have required in connection with  its  consent
(including,  without limitation, the delivery of  legal  opinions
with  respect to such Committed Class A Purchaser, the  agreement
of  such Committed Class A Purchaser to become a Support Bank for
one  or  more  Structured Purchasers having a support  commitment
corresponding to its Commitment hereunder and approvals from  the
Rating  Agency)  shall have been satisfied.  The  Transferor  may
also increase the aggregate Commitments of the Committed Class  A
Purchasers from time to time by adding additional Committed Class
A Purchasers in accordance with subsection 2.2(d).

           (d)   Subject to the provisions of subsections  8.1(a)
and   8.1(b)  applicable  to  initial  purchasers  of   Class   A
Certificates,  a Person having short-term credit ratings  of  not
lower  than  P-1 from Moody's and A-1 from Standard & Poor's  may
from  time  to  time  with  the consent  of  the  Agent  and  the
Transferor become a party to this Agreement as an initial  or  an
additional  Noncommitted Class A Purchaser or an  initial  or  an
additional Committed Class A Purchaser by (i) delivering  to  the
Transferor  an  Investment  Letter  and  (ii)  entering  into  an
agreement substantially in the form attached hereto as Exhibit  B
hereto   (a  "Joinder  Supplement"),  with  the  Agent  and   the
Transferor, acknowledged by the Servicer, which shall specify (A)
the  name and address of such Person for purposes of Section  9.2
hereof,  (B) whether such Person will be a Noncommitted  Class  A
Purchaser or Committed Class A Purchaser and, if such Person will
be  a  Committed Class A Purchaser, its Commitment, and  (C)  the
other   information  provided  for  in  such  form   of   Joinder
Supplement.   Upon  its  receipt  of  a  duly  executed   Joinder
Supplement,  the  Agent  shall on the effective  date  determined
pursuant  thereto  give  notice  of  such  effectiveness  to  the
Transferor,  the Servicer and the Trustee, and the Servicer  will
provide notice thereof to each Rating Agency (if required).   If,
at  the  time the effectiveness of the Joinder Supplement for  an
additional Committed Class A Purchaser, the other Committed Class
A  Purchasers are Class A Owners, it shall be a condition to such
effectiveness  that such additional Committed Class  A  Purchaser
purchase  from  each other Class A Purchaser an interest  in  the
Class A Certificates in an amount equal to (i) such other Class A
Purchaser's Percentage Interest of the Class A Investor Principal
Balance, times (ii) a fraction, the numerator of which equals the
Commitment  of  such  additional  Class  A  Purchaser,  and   the
denominator  of  which equals the aggregate  Commitments  of  the
Class  A  Purchasers  (determined  after  giving  effect  to  the
additional Commitment of the additional Class A Purchaser as  set
forth in such Joinder Supplement), for a purchase price equal  to
the portion of the Class A Investor Principal Balance purchased.

           2.3   Fees, Expenses, Payments, Etc.  (a)  Subject  to
the  provisions  of  subsection 9.12(a)  hereof,  the  Transferor
agrees  to  pay  to  the Agent for the account  of  the  Class  A
Purchasers  the fees set forth in the Class A Fee Letter  at  the
times specified therein.

           (b)   Subject to the provisions of subsection  9.12(a)
hereof  in the case of the Transferor, the Transferor and  FDSNB,
jointly and severally, shall be obligated to pay on demand to (i)
the Agent and the initial Class A Purchasers all reasonable costs
and  expenses  in  connection  with the  preparation,  execution,
delivery  and administration (including any requested amendments,
waivers  or  consents of any of the Related  Documents)  of  this
Agreement,  and the other documents to be delivered hereunder  or
in   connection  herewith,  including,  without  limitation,  the
reasonable  fees  and out-of-pocket expenses of counsel  for  the
Agent  and  each of the initial Class A Purchasers  with  respect
thereto  and  (ii)  the  Agent and each Class  A  Purchaser,  all
reasonable  costs  and expenses, if any, in connection  with  the
enforcement  of  any  of  the Related Documents,  and  the  other
documents delivered thereunder or in connection therewith.

           (c)   Subject to the provisions of subsection  9.12(a)
hereof  in the case of the Transferor, the Transferor and  FDSNB,
jointly  and severally, shall be obligated to pay on  demand  any
and  all  stamp  and  other taxes (other than  Taxes  covered  by
Section  2.5) and fees payable in connection with the  execution,
delivery,  filing and recording of this Agreement,  the  Class  A
Certificates,  any of the other Related Documents  or  the  other
documents   and   agreements  to  be  delivered   hereunder   and
thereunder,  and  agree to save each Class A  Purchaser  and  the
Agent  harmless from and against any liabilities with respect  to
or  resulting from any delay by the Transferor or FDSNB in paying
or omission to pay such taxes and fees.

           (d)   Yield  calculated by reference to  the  Adjusted
Eurodollar  Rate shall be calculated on the basis  of  a  360-day
year for the actual days elapsed.  Any Yield or interest accruing
at the Agent Base Rate shall be calculated on the basis of a 365-
or  366-day  year,  as applicable, for the actual  days  elapsed.
Fees  or  other  periodic  amounts  payable  hereunder  shall  be
calculated, unless otherwise specified in the Class A Fee Letter,
on the basis of a 360-day year and for the actual days elapsed.

           (e)  Each determination of Yield by the Agent pursuant
to  any  provision  of  this Agreement shall  be  conclusive  and
binding  on the Class A Purchasers, the Transferor, the  Servicer
and the Trustee in the absence of manifest error.

           (f)   All  payments to be made hereunder,  whether  on
account of principal, interest, fees or otherwise, shall be  made
without  setoff or counterclaim and shall be made prior  to  2:30
p.m.,  Pittsburgh, Pennsylvania time, on the due date thereof  to
the  Agent's  account specified in subsection 9.2(b)  hereof,  in
United   States  dollars  and  in  immediately  available  funds.
Notwithstanding anything herein to the contrary, if  any  payment
due  hereunder  becomes due and payable on a  day  other  than  a
Business Day, the payment date thereof shall be extended  to  the
next succeeding Business Day and interest shall accrue thereon at
the  applicable rate during such extension.  To the  extent  that
(i)  the  Trustee, FDSNB, the Transferor or the Servicer makes  a
payment to the Agent or a Class A Purchaser or (ii) the Agent  or
a  Class  A Purchaser receives or is deemed to have received  any
payment  or  proceeds  for application to  an  obligation,  which
payment   or  proceeds  or  any  part  thereof  are  subsequently
invalidated, declared to be fraudulent or preferential, set aside
or  required  to be repaid to a trustee, receiver  or  any  other
party  under any bankruptcy or insolvency law, state  or  Federal
law, common law, or for equitable cause, then, to the extent such
payment or proceeds are set aside, the obligation or part thereof
intended  to be satisfied shall be revived and continue  in  full
force  and  effect, as if such payment or proceeds had  not  been
received  or  deemed  received  by  the  Agent  or  the  Class  A
Purchaser, as the case may be.

           (g)  If on any Distribution Date the amount on deposit
in  the Interest Funding Account is less than the amount of Class
A Interest and Class B Interest payable with respect to the Class
A  Certificates  and  Class B Certificates on  such  Distribution
Date,  an  additional  amount equal to the product  of  (i)  such
interest shortfall (or portion thereof which has not been paid to
the  Class  A Certificateholder), times (ii) (A) a fraction,  the
numerator  of  which is the actual number of days in  the  period
from  and  including  the  preceding  Distribution  Date  to  but
excluding such Distribution Date and the denominator of which  is
360, times (B) the applicable rate of interest on each day, shall
be  payable  as  provided in the Supplement with respect  to  the
Class  A  Certificates, on each Distribution Date following  such
Distribution Date to and including the Distribution Date on which
such  interest shortfall is paid to the Class A Certificateholder
(any  such  amount  being referred to herein  as  an  "Additional
Interest  Amount").   Notwithstanding anything  to  the  contrary
herein,  any Additional Interest Amount shall only be payable  or
distributed  to  the  Class  A Certificateholder  to  the  extent
permitted by applicable law.

           (h)   Subject  to  the terms and  conditions  of  this
Agreement  and  the  Supplement (including,  without  limitation,
Section 4.6(f) thereof), the Transferor may decrease the Class  A
Investor  Principal Balance in whole or in part on  any  Business
Day  by  giving  the Class A Agent prior written notice  of  such
decrease no later than 4:00 p.m. (Pittsburgh, Pennsylvania  time)
on  (i)  in  the  case  of a decrease in  the  Class  A  Investor
Principal  Balance  of  $10,000,000 or  less,  the  Business  Day
immediately  preceding the Business Day on  which  such  decrease
shall  occur,  (ii)  in the case of a decrease  in  the  Class  A
Investor Principal Balance of more than $10,000,000 but less than
$30,000,000,  the  third Business Day immediately  preceding  the
Business Day on which such decrease shall occur, and (iii) in the
case  of a decrease in the Class A Investor Principal Balance  of
$30,000,000 or more, the fifth Business Day immediately preceding
the  Business  Day on which such decrease shall occur;  provided,
however,  that  each  such  decrease  in  the  Class  A  Investor
Principal  Balance shall be in a minimum amount of  $500,000  and
integral multiples of $100,000 in excess thereof.

           2.4  Requirements of Law.  (a)  In the event that  any
Affected   Party  shall  have  reasonably  determined  that   any
Regulatory Change shall:

              (i)  subject such Affected Party to any tax of  any
     kind   whatsoever  with  respect  to  this  Agreement,   its
     Commitment  or  its  beneficial  interest  in  the  Class  A
     Certificates, or change the basis of taxation of payments in
     respect thereof (except for Taxes covered by Section 2.5 and
     taxes  included  in  the definition  of  Excluded  Taxes  in
     subsection  2.5(a) and changes in the rate  of  tax  on  the
     overall net income of such Affected Party);

             (ii)  impose, modify or hold applicable any reserve,
     special  deposit,  compulsory loan  or  similar  requirement
     against assets held by, deposits or other liabilities in  or
     for  the account of, advances, loans or other extensions  of
     credit  by,  or  any  other acquisition of  funds  by,  such
     Affected Party; or

              (iii)  impose  on  such Affected  Party  any  other
     condition.

and the result of any of the foregoing is to increase the cost to
such  Affected Party, by an amount which such Affected Party,  in
its reasonable judgment, deems to be material, of maintaining its
Commitment or its beneficial interest in the Class A Certificates
or  to reduce any amount receivable in respect thereof, then,  in
any  such  case, after submission by such Affected Party  to  the
Agent  of  a written request therefor and the submission  by  the
Agent  to  the Transferor, the Trustee and the Servicer  of  such
written  request therefor, (subject to subsection 9.12(a) hereof)
the  Transferor  shall pay to the Agent for the account  of  such
Affected  Party  any additional amounts necessary  to  compensate
such  Affected  Party for such increased cost or  reduced  amount
receivable, together with interest on each such amount  from  the
day  which  is ten Business Days after the date such request  for
compensation  under  this subsection 2.4(a) is  received  by  the
Transferor until payment in full thereof (after as well as before
judgment) at the Agent Base Rate in effect from time to time.

           (b)   In the event that any Affected Party shall  have
reasonably  determined  that  any  Regulatory  Change   regarding
capital adequacy has the effect of reducing the rate of return on
such   Affected  Party's  capital  or  on  the  capital  of   any
corporation  controlling such Affected Party as a consequence  of
its obligations hereunder or its maintenance of its Commitment or
its  beneficial interest in the Class A Certificates to  a  level
below  that  which such Affected Party or such corporation  could
have  achieved  but  for  such  Regulatory  Change  (taking  into
consideration   such  Affected  Party's  or  such   corporation's
policies   with  respect  to  capital  adequacy)  by  an   amount
reasonably  deemed by such Affected Party to be  material,  then,
from time to time, after submission by such Affected Party to the
Agent  of a written request therefor and submission by the  Agent
to  the  Transferor  and  the Servicer of  such  written  request
therefor,  (subject to subsection 9.12(a) hereof) the  Transferor
shall  pay  to  the Agent for the account of such Affected  Party
such  additional  amount  or  amounts  as  will  compensate  such
Affected Party for such reduction, together with interest on each
such  amount  from the day which is ten Business Days  after  the
date  such request for compensation under this subsection  2.4(b)
is  received  by  the Transferor until payment  in  full  thereof
(after  as  well as before judgment) at the Agent  Base  Rate  in
effect from time to time.

           (c)  Each Affected Party agrees that it shall use  its
reasonable  efforts  to  reduce  or  eliminate  any   claim   for
compensation pursuant to subsections 2.4(a) and 2.4(b), including
but  not limited to designating a different Investing Office  for
its  Class  A  Certificates  (or any interest  therein)  if  such
designation will avoid the need for, or reduce the amount of, any
increased amounts referred to in subsection 2.4(a) or 2.4(b)  and
will  not,  in the reasonable opinion of such Affected Party,  be
disadvantageous to such Affected Party or inconsistent  with  its
policies  or  result in an unreimbursed cost or expense  to  such
Affected Party or in an increase in the aggregate amount  payable
under  both  subsections  2.4(a) and 2.4(b).   If  any  increased
amounts referred to in subsection 2.4(a) or 2.4(b) shall  not  be
eliminated or reduced by the designation of a different Investing
Office and payment thereof hereunder shall not be waived by  such
Affected  Party, the Transferor shall have the right  to  replace
such  Affected  Party  hereunder with a new purchaser  reasonably
acceptable  to  the  Agent ("Replacement Purchaser")  that  shall
succeed to the rights of such Affected Party under this Agreement
and  such Affected Party shall assign its beneficial interest  in
the  Class  A  Certificates  to  such  Replacement  Purchaser  in
accordance with the provisions of Section 8.1, provided, that (i)
such  Affected Party shall not be replaced here under with a  new
investor  until  such Affected Party has been paid  in  full  its
Percentage Interest of the Class A Investor Principal Balance and
all  accrued  and  unpaid Yield (including  any  Liquidation  Fee
determined for the replacement date) thereon by such new investor
and  all  other amounts (including all amounts owing  under  this
Section  2.4) owed to it pursuant to this Agreement and  (ii)  if
the   Affected   Party  to  be  replaced  is   the   Agent,   the
Administrative Agent or any Support Bank or, unless the Agent and
the  Administrative Agent otherwise agree, a Structured Purchaser
sponsored  or  administered by the Administrative  Agent  or  the
Agent  (in  its  individual capacity),  a  replacement  Agent  or
Administrative  Agent,  as  the case  may  be,  shall  have  been
appointed  in  accordance  with Section  7.9  and  the  Agent  or
Administrative  Agent, as the case may be, to be  replaced  shall
have been paid all amounts owing to it as Agent or Administrative
Agent,  as the case may be, pursuant to this Agreement; provided,
further,  that the Transferor shall pro vide such Affected  Party
with  an Officer's Certificate stating that such new investor  is
not subject to, or has agreed not to seek, such increased amount.

           (d)   Each  Affected Party claiming increased  amounts
described  in  subsection 2.4(a) or 2.4(b) will  furnish  to  the
Agent  (together with its request for compensation) a certificate
setting forth any actions taken by such Affected Party to  reduce
or eliminate such increased amounts pursuant to subsection 2.4(c)
and  the  basis and the calculation of the amount (in  reasonable
detail)  of  each  request by such Affected Party  for  any  such
increased  amounts  referred to in subsection 2.4(a)  or  2.4(b),
such  certificate to be conclusive as to the factual  information
set forth therein absent manifest error.

           2.5   Taxes.   (a)  All payments made to the  Class  A
Purchasers or the Agent under this Agreement and the Pooling  and
Servicing  Agreement (including all amounts payable with  respect
to the Class A Certificates) shall, to the extent allowed by law,
be  made  free and clear of, and without deduction or withholding
for  or  on  account of, any present or future income,  stamp  or
other  taxes, levies, imposts, duties, charges, fees,  deductions
or  withholdings,  now or hereafter imposed,  levied,  collected,
withheld or assessed by any Governmental Authority (collectively,
"Taxes"),   excluding   (i)  income  taxes  (including,   without
limitation, branch profit taxes, minimum taxes and taxes computed
under  alternative methods, at least one of which is based on  or
measured  by  net income), franchise taxes (imposed  in  lieu  of
income taxes), or any other taxes based on or measured by the net
income  of the Class A Purchaser or the gross receipts or  income
of the Class A Purchaser; (ii) any Taxes that would not have been
imposed  but  for  the failure of such Class A Purchaser  or  the
Agent,  as applicable, to provide and keep current (to the extent
legally  able) any certification or other documentation  required
to  qualify for an exemption from, or reduced rate of,  any  such
Taxes or required by this Agreement to be furnished by such Class
A  Purchaser or the Agent, as applicable; (iii) any Taxes imposed
as a result of a change by any Class A Purchaser of the Investing
Office  (other than changes mandated by this Agreement, including
subsection 2.4(c) hereof, or required by law); and (iv) any Taxes
imposed  as a result of the Transfer by any Class A Purchaser  of
its  interest hereunder other than in accordance with Section 8.1
(all  such  excluded  taxes  being hereinafter  called  "Excluded
Taxes").   If any Taxes, other than Excluded Taxes, are  required
to be withheld from any amounts payable to a Class A Purchaser or
the Agent hereunder or under the Pooling and Servicing Agreement,
then after sub mission by any Class A Purchaser to the Agent  (in
the  case of an amount payable to a Class A Purchaser) and by the
Agent  to  the  Transferor and the Servicer of a written  request
therefor, the amounts so payable to such Class A Purchaser or the
Agent, as applicable, shall be increased and the Transferor shall
be  liable  to pay to the Agent for the account of such  Class  A
Purchaser  or for its own account, as applicable, the  amount  of
such  increase) to the extent necessary to yield to such Class  A
Purchaser or the Agent, as applicable (after payment of all  such
Taxes)  interest or any such other amounts payable  hereunder  or
thereunder  at  the  rates or in the amounts  specified  in  this
Agreement  and  the  Pooling and Servicing  Agreement;  provided,
however, that the amounts so payable to such Class A Purchaser or
the  Agent  shall  not be increased pursuant to  this  subsection
2.5(a)  if such requirement to withhold results from the  failure
of such Person to comply with subsection 2.5(c) hereof.  Whenever
any  Taxes  are payable on or with respect to amounts distributed
to  a  Class  A Purchaser or the Agent, as promptly  as  possible
thereafter  the Servicer shall send to the Agent,  on  behalf  of
such  Class A Purchaser (if applicable), a certified copy  of  an
original  official  receipt  showing  payment  thereof.   If  the
Trustee,  upon the direction of the Servicer, fails  to  pay  any
Taxes  when due to the appropriate taxing authority or  fails  to
remit  to  the  Agent, on behalf of such Class  A  Purchaser  (if
applicable), the required receipts or other required  documentary
evidence, subject to subsection 9.12(a), the Transferor shall pay
to  the Agent on behalf of such Class A Purchaser or for its  own
account,  as  applicable,  any  incremental  taxes,  interest  or
penalties  that may become payable by such Class A  Purchaser  or
the  Agent,  as applicable, as a result of any such failure.   If
any  increased amounts payable under this subsection 2.5(a) shall
not be waived by the applicable Class A Purchaser, the Transferor
shall  have the right to replace the Class A Purchaser  hereunder
with  a Replacement Purchaser that will succeed to the rights  of
such  Class A Purchaser under this Agreement; provided, that  (i)
such Class A Purchaser shall not be replaced hereunder with a new
investor  until such Class A Purchaser has been paid in full  its
Percentage Interest of the Class A Investor Principal Balance and
all  accrued  and  unpaid Yield (including  any  Liquidation  Fee
determined  for  the  replacement date)  thereon  and  all  other
amounts (including all amounts owing under this Section 2.5) owed
to  it  pursuant  to  this Agreement and  (ii)  if  the  Class  A
Purchaser  to  be replaced is the Agent or Administrative  Agent,
or,  unless  the  Agent  and the Administrative  Agent  otherwise
agree,  a Structured Purchaser sponsored or administered  by  the
Administrative Agent or the Agent (in its individual capacity), a
replacement  Agent or Administrative Agent, as the case  may  be,
shall have been appointed in accordance with Section 7.9 and  the
Agent or Administrative Agent, as the case may be, to be replaced
shall  have  been  paid  all amounts owing  to  it  as  Agent  or
Administrative  Agent,  as  the case may  be,  pursuant  to  this
Agreement;  provided, further, that the Transferor shall  provide
such Class A Purchaser with an Officer's Certificate stating that
such  new investor is not subject to such Taxes or that such  new
investor is subject to a lesser amount of Taxes than the Class  A
Purchaser.

           (b)  A  Class  A Purchaser claiming increased  amounts
under subsection 2.5(a) for Taxes paid or payable by such Class A
Purchaser (or the Agent for its own account) will furnish to  the
Agent  who  will  furnish to the Transferor and  the  Servicer  a
certificate,  setting forth the basis and amount of each  request
by  such Class A Purchaser for such Taxes, such certificate to be
conclusive as to the factual information set forth therein absent
manifest error.  All such amounts shall be due and payable to the
Agent on behalf of such Class A Purchaser or for its own account,
as the case may be, on the succeeding Distribution Date following
receipt  by the Transferor of such certificate at least  10  days
prior to such Distribution Date, in each case if then incurred by
such Class A Purchaser and otherwise shall be due and payable  on
the  following Distribution Date (or, if earlier, on  the  Series
1999-1 Termination Date).

           (c)   Each  Class  A  Purchaser and  each  Participant
holding an interest in Class A Certificates agrees that prior  to
the  date  on which the first interest payment hereunder  is  due
thereto, it will deliver to the Servicer and the Trustee, if such
Class  A  Purchaser or Participant is not incorporated under  the
laws  of  the  United States or any State thereof  (i)  two  duly
completed  copies of the U.S. Internal Revenue Service Form  4224
or successor applicable forms required to evidence that the Class
A  Purchaser's or Participant's income from this Agreement or the
Class  A Certificates is "effectively connected" with the conduct
of  a  trade or business in the United States as the case may  be
and  (ii)  a  U.S. Internal Revenue Service Form W-8  or  W-9  or
successor  applicable or required forms.  Each Class A  Purchaser
or  Participant holding an interest in Class A Certificates  also
agrees  to  deliver to the Servicer and the Trustee  two  further
copies  of  said Form 4224 and Form W-8 or W-9, or such successor
applicable  forms or other manner of certification, as  the  case
may  be,  on  or  before the date that any such form  expires  or
becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to  the
Servicer and the Trustee, and such extensions or renewals thereof
as  may  reasonably be requested by the Servicer, unless  in  any
such  case,  solely  as a result of a change in  treaty,  law  or
regulation occurring prior to the date on which any such delivery
would  otherwise be required, and assuming that Section  1446  of
the  Code  does  not apply, the Class A Purchaser  is  no  longer
eligible  to  deliver the then-applicable form set  forth  above.
Each  Class  A  Purchaser certifies, represents and warrants  and
each  Participant acquiring an interest in a Class A  Certificate
or  Class  A  Purchaser  which  is  an  Assignee  shall  certify,
represent   and   warrant  as  a  condition  of   acquiring   its
Participation or beneficial interest in the Class A  Certificates
(x)  that  its  income  from  this  Agreement  or  the  Class   A
Certificates is effectively connected with a United States  trade
or  business  and  (y) that it is entitled to an  exemption  from
United  States  backup withholding tax.  Further,  each  Class  A
Purchaser covenants and each Participant acquiring an interest in
a  Class  A  Certificate that for so long as it shall  hold  such
Participation or Class A Certificates it shall be  held  in  such
manner  that the income therefrom shall be effectively  connected
with  the  conduct  of a United States trade  or  business.   The
Servicer  and the Trustee shall be entitled to withhold or  cause
such withholding, and additional amounts in respect of Taxes need
not be paid to a Class A Purchaser or Participant in the event of
a  breach  of the certifications, representations, warranties  or
covenants  set forth in this subsection 2.5(c) by  such  Class  A
Purchaser or Participant.

           (d)   In  the  event  that any Class  A  Purchaser  or
Participant  holding  an interest in Class A  Certificates  shall
breach   the   certifications,  representations,  warranties   or
covenants  set  forth in this Section 2.5, the  Transferor  shall
have  the  right  to  replace  such Class  A  Purchaser  or  such
Participant's lead Class A Purchaser hereunder with a Replacement
Purchaser  that  shall  succeed to the rights  of  such  Class  A
Purchaser  under  this Agreement and, subject to compliance  with
the  provisos  to  the last sentence of subsection  2.5(a),  such
Class A Purchaser shall assign its interest in this Agent and any
Class A Certificates owned by it to such Replacement Purchaser in
accordance with the provisions of Section 8.1.

           2.6  Non-recourse.  (a)  Except to the extent provided
in  this  Section  2.6,  the obligation  to  repay  the  Class  A
Repayment Amount shall be without recourse to the Transferor, the
Servicer  (or  any Person acting on behalf of any of  them),  the
Holder  of  the  Exchangeable Transferor Certificate,  the  Trust
(except to the extent specifically provided for herein or in  the
Pooling    and    Servicing   Agreement),   the   Trustee,    the
Certificateholders or any Affiliate of any of them, and shall  be
limited   solely  to  amounts  payable  to  the   Series   1999-1
Certificateholders under the Pooling and Servicing Agreement.  To
the extent that such amounts are insufficient to pay the Class  A
Repayment  Amount,  the obligation to pay the Class  A  Repayment
Amount  shall not constitute a claim against the Transferor,  the
Servicer  (or  any Person acting on behalf of any of  them),  the
Holder  of  the  Exchangeable Transferor Certificate,  the  Trust
(except to the extent specifically provided for herein or in  the
Pooling    and    Servicing   Agreement),   the   Trustee,    the
Certificateholders   or   any   Affiliate   of   any   of   them.
Notwithstanding anything to the contrary contained herein, if the
Transferor  or  the  Servicer shall fail  to  make  any  payment,
deposit  or  transfer relating to the Series 1999-1  Certificates
required  to  be  made  pursuant to  the  Pooling  and  Servicing
Agreement  and, as a result of such failure, the amount available
to be applied to the Class A Certificates pursuant to the Pooling
and  Servicing  Agreement is reduced to an amount which  is  less
than  the  amount which otherwise would have been  available  had
such  payment, deposit or transfer been made (the amount  of  any
such reduction hereinafter referred to as a "Re duction Amount"),
the  Transferor or the Servicer, as the case may be, shall  repay
the  Class  A Investor Principal Balance, together with  interest
due   thereon  in  accordance  with  the  Pooling  and  Servicing
Agreement,  to the extent of (i) such Reduction Amount  and  (ii)
interest  on the portion of the Class A Investor Charge-Offs,  if
any, which results from the existence of any Reduction Amount  at
the Agent Base Rate plus 2.00% per annum.

           (b)   Subject  to and without limiting  the  foregoing
provisions of this Section 2.6, the obligations of the Transferor
and   the  Servicer  under  this  Agreement  shall  be  absolute,
unconditional and irrevocable and shall be performed strictly  in
accordance with the terms of this Agreement, irrespective of  any
of the following circumstances:

              (i)  any lack of validity or enforceability of this
     Agreement,  the Pooling and Servicing Agreement, the  Series
     1999-1 Certificates or the Supplement;

              (ii)  any amendment to or waiver of, or consent  to
     or   departure  from,  this  Agreement,  the  Series  1999-1
     Certificates,  the Pooling and Servicing  Agreement  or  the
     Supplement, unless agreed to by the Required Class A  Owners
     and  the  Required Class A Purchasers or  all  the  Class  A
     Owners  and  the  Required Class A  Purchasers  if  required
     hereunder;

              (iii)   the existence of any claim, setoff, defense
     or  other  right which the Transferor, the Servicer  or  the
     Trustee may have at any time against each other, the  Agent,
     the  Administrative Agent or any Class A Purchaser,  as  the
     case may be, or any other Person, whether in connection with
     this  Agreement, the Class A Certificates, the  Pooling  and
     Servicing Agreement or any unrelated transactions;

              (iv)  the bankruptcy or insolvency of the Trust  or
     with  respect to any party jointly and severally liable with
     another party hereto, of such other party; or

               (v)    any   other  circumstances   or   happening
     whatsoever, whether or not similar to any of the  foregoing;
     provided,  that, with respect to obligations  owing  to  any
     Class A Purchaser, the same shall not have constituted gross
     negligence or willful misconduct of such Class A Purchaser.

           2.7   Indemnification.   (a)   Subject  to  subsection
9.12(a) hereof in the case of the Transferor, the Transferor  and
FDSNB,  jointly  and  severally,  agree  to  indemnify  and  hold
harmless  the Agent, the Administrative Agent, each Support  Bank
and   each   Class  A  Purchaser  and  any  directors,  officers,
employees, attorneys, auditors or accountants of such Agent,  the
Administrative  Agent, Support Bank or Class  A  Purchaser  (each
such  person  being  referred to as  an  "Indemnitee")  from  and
against  any and all claims, damages, losses, liabilities,  costs
or ex penses whatsoever which such Indemnitee may incur (or which
may  be  claimed  against such Indemnitee) by  reason  of  or  in
connection with the execution and delivery of, or payment  under,
this  Agreement, the Pooling and Servicing Agreement, the  Series
1999-1  Certificates,  except (i) to the  extent  that  any  such
claim,  damage, loss, liability, cost or expense shall be  caused
by the willful misconduct or gross negligence of such Indemnitee,
(ii)  to the extent that any such claim, damage, loss, liability,
cost  or  expense  relates to any Excluded Taxes,  (iii)  to  the
extent  that  any  such claim, damage, loss, liability,  cost  or
expense  relates to disclosure made by the Agent  or  a  Class  A
Purchaser  in  connection  with an  Assignment  or  Participation
pursuant to Section 8.1 of this Agreement which disclosure is not
based  on information given to the Agent by or on behalf  of  the
Transferor,  the Servicer or the Trustee or (iv)  to  the  extent
that  such claim, damage, loss, liability, cost or expense  shall
be  caused  by  a  charge  off  of  Receivables.   The  foregoing
indemnity shall include any claims, damages, losses, liabilities,
costs or expenses to which any such Indemnitee may become subject
under  the  Securities Act of 1933, as amended (the  "Act"),  the
Securities  Exchange  Act  of 1934, as  amended,  the  Investment
Company Act of 1940, as amended, or other federal or state law or
regulation  arising out of or based upon any untrue statement  or
alleged  untrue  statement of a material fact in  any  disclosure
document  relating to the Class A Certificates  or  the  Class  B
Certificates, or any amendments thereof or supplements thereto or
arising  out  of,  or  based upon, the omission  or  the  alleged
omission  to  state  a  material  fact  necessary  to  make   the
statements   therein  or  any  amendment  thereof  or  supplement
thereto,  in light of the circumstances in which they were  made,
not misleading.

           (b)  Promptly after the receipt by an Indemnitee of  a
notice  of  the commencement of any action against an Indemnitee,
such  Indemnitee will notify the Agent and the Agent will,  if  a
claim  in  respect thereof is to be made against  the  Transferor
pursuant to subsection 2.7(a) (the "Indemnifying Party"),  notify
the  Indemnifying Party in writing of the commencement there  of;
but  the  omission so to notify such party will not relieve  such
party  from  any  liability which it may have to such  Indemnitee
pursuant  to subsection 2.7(a). Upon receipt of such notice,  the
Indemnifying  Party shall assume the defense of  such  action  or
proceeding,  including the employment of counsel satisfactory  to
the  Indemnitee in its reasonable judgment and the payment of all
related expenses.  Each Indemnitee shall have the right to employ
separate  counsel  in  any  such  action  or  proceeding  and  to
participate  in  (but not control) the defense thereof,  but  the
fees  and  expenses of such counsel shall be at its  own  expense
unless (a) the Indemnifying Party shall have failed to assume  or
continue  to  defend  such action or proceeding,  (b)  the  named
parties to any such action or proceeding (including any impleaded
parties)  include both such Indemnitee and either the  Transferor
or   another   person  or  entity  that  may   be   entitled   to
indemnification from the Transferor (by virtue of this  Agreement
or  otherwise)  and such Indemnitee shall have  been  advised  by
counsel that there may be one or more legal defenses available to
such  Indemnitee which are different from or additional to  those
available  to  the  Transferor  or  such  other  party  or  shall
otherwise  have  reasonably determined that the co-representation
would  present such counsel with a conflict of interest,  or  (c)
the  Indemnifying  Party and the Indemnitee shall  have  mutually
agreed  to the retention of separate counsel.  Anything contained
in   this   Agreement   to  the  contrary  notwithstanding,   the
Indemnifying  Party  (i)  shall not be  entitled  to  assume  the
defense  of  any  part of a Third Party Claim  that  specifically
seeks  an  order, injunction or other equitable relief or  relief
for  other  than money damages against the Indemnitee,  and  (ii)
shall not (and shall not permit any counsel employed pursuant  to
this  Section 2.7) to enter into any settlement, or agree to  the
terms  of  any settlement, without the prior written  consent  of
each Indemnitee that would be affected thereby.

           2.8  Termination Events.  In the event that any one or
more  of  the following (each, a "Termination Event") shall  have
occurred:

              (a)  the failure of the Transferor, the Servicer or
     the  Trustee  to  make  a  deposit,  payment  or  withdrawal
     required hereunder or under any Related Document (determined
     without regard to the failure of the Servicer to deliver any
     statement  or  certificate required hereunder or  under  the
     Supplement  in order for such deposit, payment or withdrawal
     to  be made) when and as required and such failure continues
     for  five  Business Days; provided that the failure  of  the
     Transferor   to   make  additional  payments   pursuant   to
     subsection 2.4(a) or 2.4(b) or Section 2.5 hereof shall  not
     constitute a Termination Event unless such failure continues
     after  the  last  Business Day of the Monthly  Period  which
     follows  the Monthly Period in which the Transferor received
     a request for such payment pursuant to such subsection;

              (b)  any representation or warranty made herein  or
     in  connection  with this Agreement by the  Transferor,  the
     Servicer  or the Trustee shall prove to have been  incorrect
     in  any  material  respect when made, and  continues  to  be
     incorrect in any material respect for a period of sixty (60)
     days after receipt of written notice thereof, requiring  the
     same  to  be  remedied, by the Transferors and the  Servicer
     from the Agent and as a result the interests of the Class  A
     Purchasers  or  any  other  them  are  and  continue  to  be
     materially and adversely affected;

              (c)   the failure by the Transferor or the Servicer
     or,  if  such  failure  is reasonably  expected  to  have  a
     material  adverse  effect on the Class A Investors,  by  the
     Trustee, to duly observe or perform any term or provision of
     this  Agreement  (except as described in clause  (a)  above)
     which  is  not cured within 60 days after written notice  of
     such failure is given to the defaulting party by the Agent;

              (d)   the  occurrence (whether occurring before  or
     after the commencement of an Amortization Period) of a Trust
     Pay  Out  Event, a Series 1999-1 Pay Out Event or a Servicer
     Default,  or  the occurrence of an event or condition  which
     would  be  a  Trust Pay Out Event, a Series 1999-1  Pay  Out
     Event  or a Servicer Default but for a waiver of or  failure
     to declare or determine such event by the Certificateholders
     or the Trustee;

             (e)  the Commitment Expiration Date; or

              (f)   Market Street Funding Corporation  shall  not
     have  become a Class A Purchaser hereunder by the  ninetieth
     calendar day after the Closing Date;

then,  in  the event of a Termination Event described in  any  of
clauses (a) through (d) above, in addition to any other rights or
remedies of the Class A Purchasers hereunder or under any Related
Documents, (A) the Administrative Agent, at the direction of  the
Required  Class A Owners and of the Required Class  A  Purchasers
(and  without  regard to whether a similar direction  shall  have
been   given  pursuant  to  the  Class  B  Certificate   Purchase
Agreement)  in their discretion, shall deliver a Reserve  Account
Increase   Notice  to  the  Servicer  as  contemplated   by   the
Supplement, and/or (B) the Administrative Agent, at the direction
of  the  Required  Class A Owners and of  the  Required  Class  A
Purchasers  (and  without regard to whether a  similar  direction
shall  have  been  given  pursuant to  the  Class  B  Certificate
Purchase  Agreement) in their discretion, shall deliver a  notice
to  the Trustee and the Servicer that such Termination Event  has
occurred  and directing that such Termination Event constitute  a
Series  1999-1  Pay  Out  Event under  subsection  10(g)  of  the
Supplement.   In the event that a Termination Event described  in
clause (e) above shall have occurred, the Agent shall give notice
thereof to the Administrative Agent, which shall, without further
direction, deliver prompt notice to the Trustee and the  Servicer
that  such Termination Event has occurred and directing that such
Termination Event constitute a Series 1999-1 Pay Out Event  under
subsection 10(g) of the Supplement.

           2.9   Certain  Agreements of the  Agent.   If  on  the
thirtieth  day  after the Closing Date and/or  the  sixtieth  day
after the Closing Date (or, in either case, if such day is not  a
Business  Day,  the immediately succeeding Business  Day)  Market
Street  Funding  Corporation  has failed  to  become  a  Class  A
Purchaser  hereunder,  the  Agent hereby  agrees  to  notify  the
Transferor on such thirtieth and/or sixtieth day of the basis for
such failure and any actions that are required to be taken by the
Transferor,  Servicer  or any of their affiliates  or  agents  in
order  for Market Street Funding Corporation to become a Class  A
Purchaser hereunder.

          SECTION 3.     CONDITIONS PRECEDENT

           3.1   Condition to Initial Purchase.  As  a  condition
precedent  to  the initial purchase by any Class A Purchasers  of
the Class A Certificates, (i) the Agent on behalf of the Class  A
Purchasers shall have received on the Closing Date the  following
items,  each of which shall be in form and substance satisfactory
to the Agent:

              (a)   the favorable written opinion of counsel  for
each  of Prime II Receivables Corporation and FDSNB addressed  to
the  Agent and the Class A Purchasers and dated the Closing Date,
covering  general  corporate matters and the  due  execution  and
delivery  of,  and  the enforceability of, each  of  the  Related
Documents  to  which it is party and such other  matters  as  the
Agent may request;

             (b)  a copy of (i) the corporate charter and by-laws
of,  and  an incumbency certificate with respect to its  officers
executing  any  of the Related Documents on the Closing  Date  on
behalf  of,  each of Prime II Receivables Corporation and  FDSNB,
certified by an authorized officer of each such entity, (ii) good
standing certificates from the appropriate Governmental Authority
as  of a recent date with respect to each of Prime II Receivables
Corporation  and  FDSNB and (iii) resolutions  of  the  Board  of
Director (or an authorized committee thereof) of each of Prime II
Receivables  Corporation and FDSNB with respect  to  the  Related
Documents  to  which  it  is party, certified  by  an  authorized
officer of each such entity;

              (c)   the  representations and  warranties  of  the
Transferor set forth or referred to in Section 4.1 hereof and the
representations and warranties of FDSNB set forth or referred  to
in  Section 4.2 hereof shall be true and correct in all  material
respects on Closing Date as though made on and as of the  Closing
Date,  and the Agent shall have received an Officer's Certificate
of  the  Transferor  and of FDSNB, respectively,  confirming  the
satisfaction of the condition set forth in this clause (c);

               (d)   customary   sale/security   interest,   tax,
bankruptcy and non-consolidation opinions, addressed to the Agent
and the Class A Purchasers;

               (e)    an   agreed  procedures  letter  from   the
independent   certified  public  accountants  of  FDSNB   and   a
certificate of an authorized officer of FDSNB with respect to the
accuracy  of data previously furnished to the Agent with  respect
to  the Receivables in the Trust, in each case in form and  scope
satisfactory to the Agent;

              (f)   an  executed copy of the Master  Pooling  and
Servicing Agreement, the Receivables Purchase Agreement  and  the
Supplement;

              (g)   evidence satisfactory to the Agent  that  the
Class B Certificates having a Class B Initial Invested Amount  at
least equal to the Required Class B Invested Amount and the Class
C  Certificates having a Class C Initial Invested Amount at least
equal  to  the Required Class C Invested Amount shall  have  been
duly issued;

              (h)   evidence satisfactory to the Agent  that  the
initial  deposit  (if  any) in the Reserve  Account  required  by
Section 4.9(a) of the Pooling and Servicing Agreement shall  have
been made;

              (i)  evidence satisfactory to the Agent of the  due
execution  and delivery of the Related Documents to which  it  is
party by the Trustee; and

              (j)   all  up  front fees and expenses  agreed  and
specified in the Class A Fee Letter shall have been paid  by  the
Transferor on the Closing Date; and

(ii)   all  representations and warranties of the Transferor  and
the  Servicer contained herein shall be true and correct  in  all
material respects on the Closing Date (and after giving effect to
the  transactions  contemplated hereby) and  no  event  which  of
itself  or with the giving of notice or lapse of time,  or  both,
would  permit the furnishing of a Reserve Account Increase Notice
has  occurred and is continuing and the Agent shall have received
an  Officer's  Certificate  of each of  the  Transferor  and  the
Servicer to such effect.

           3.2  Condition to Additional Purchases.  The following
shall  be  conditions precedent to each purchase by any  Class  A
Purchasers of VFC Additional Class A Invested Amounts hereunder:

              (a)   the Transferor shall have timely delivered  a
     Purchase  Request  pursuant  to subsection  2.1(c)  of  this
     Agreement;

             (b)  no Termination Event shall have occurred;

              (c)   after giving effect to such purchase  of  VFC
     Additional  Class A Invested Amount, the aggregate  Class  A
     Investor  Principal Balance shall not exceed  the  aggregate
     Commitments  of the Committed Class A Purchasers  minus  the
     aggregate Commitments of all Defaulting Purchasers;

             (d)  the conditions set forth in Section 6.15 of the
     Pooling and Servicing Agreement to the issuance of such  VFC
     Additional   Class  A  Invested  Amount  shall   have   been
     satisfied; and

              (e)   the  representations and  warranties  of  the
     Transferor  contained in Section 4.1 and of FDSNB  contained
     in  Section  4.2 shall be true and correct in  all  material
     respects  on  and  as of the applicable  Purchase  Date,  as
     though  made  on  and  as  of  such  date,  other  than  the
     representations  and warranties of FDSNB  contained  in  the
     last  sentence of subsection 4.2(f) or in subsection 4.2(h),
     which  shall  have  been true and correct  in  all  material
     respects  when  made and as of the Closing Date,  and  other
     than  the  representations and warranties of the  Transferor
     and  of  FDSNB set forth in subsection 4.1(l) and subsection
     4.2(g), respectively, which shall have been true and correct
     on  all  material respects on or as of the respective  dates
     specified therein.

          SECTION 4.     REPRESENTATIONS AND WARRANTIES

           4.1  Representations and Warranties of the Transferor.
The  Transferor repeats and reaffirms to the Class  A  Purchasers
and   the  Agent  the  representations  and  warranties  of   the
Transferor  set forth in Sections 2.3 and 2.4 of the Pooling  and
Servicing  Agreement  and  represents  and  warrants  that   such
representations  and warranties are true and correct  as  of  the
date hereof.  The Transferor further represents and warrants  to,
and agrees with, the Agent and each Class A Purchaser that, as of
the date hereof:

              (a)  The Transferor has been duly organized and  is
validly existing and in good standing as a corporation under  the
laws of the State of Delaware, with corporate power and authority
to own its properties and to transact the business in which it is
now  engaged, and the Transferor is duly qualified to do business
and  is in good standing in each State of the United States where
the nature of its business requires it to be so qualified.

              (b)   The Transferor has the full corporate  power,
authority  and legal right to make, execute, deliver and  perform
the  Related  Documents  to which it is  party  and  all  of  the
transactions contemplated thereby and to issue the Series  1999-1
Certificates from the Trust and has taken all necessary corporate
action  to  authorize the execution, delivery and performance  of
the  Related  Documents to which it is party and  such  issuance.
Each  of  the  Related Documents to which it is party constitutes
the   legal,  valid  and  binding  agreement  of  the  Transferor
enforceable  in accordance with its terms (subject to  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or   other
similar laws affecting the enforcement of the rights of creditors
generally  and  except as such enforceability may be  limited  by
general  principles of equity, whether considered in a proceeding
at law or in equity).

              (c)   The Transferor is not required to obtain  the
consent  of any other party or any consent, license, approval  or
authorization   of,  or  registration  with,   any   Governmental
Authority   in  connection  with  the  execution,   delivery   or
performance of each of the Related Documents to which it is party
that has not been duly obtained and which is not and will not  be
in full force and effect on the Closing Date.

              (d)  The execution, delivery and performance of the
Related Documents to which it is party by the Transferor  do  not
violate  or  conflict with any provision of any existing  law  or
regulation applicable to the Transferor or any order or decree of
any  court  to which the Transferor is subject or the Certificate
of  Incorporation or Bylaws of the Transferor, or  any  mortgage,
security  agreement, indenture, contract or  other  agreement  to
which the Transferor is a party or by which the Transferor or any
significant portion of its properties is bound.

              (e)   There  is  no  litigation,  investigation  or
administrative proceeding before any court, tribunal,  regulatory
body or governmental body presently pending, or, to the knowledge
of the Transferor, threatened, with respect to any of the Related
Documents, the transactions contemplated thereby, or the issuance
of the Series 1999-1 Certificates and there is no such litigation
or  proceeding against the Transferor or any significant  portion
of  its properties which would, individually or in the aggregate,
have  a  material adverse effect on the transactions contemplated
by  any of the Related Documents or the ability of the Transferor
to perform its obligations thereunder.

              (f)  The Transferor is not insolvent or the subject
of any voluntary or involuntary bankruptcy proceedings.

             (g)  No Pay Out Event, Servicer Default, Termination
Event  or  event  permitting the furnishing of a Reserve  Account
Increase Notice has occurred and is continuing, and no event, act
or  omission has occurred and is continuing which, with the lapse
of  time, the giving of notice, or both, would constitute such an
event or default.

              (h)   The  Pooling and Servicing Agreement  is  not
required  to be qualified under the Trust Indenture Act of  1939,
as  amended, and neither the Trust nor the Transferor is required
to  be  registered under the Investment Company Act of  1940,  as
amended.

              (i)  The Receivables conveyed by the Transferor  to
the  Trust  under the Pooling and Servicing Agreement are  in  an
aggregate   amount,   determined  as  of   July   6,   1999,   of
$456,983,326.18.  The Receivables Purchase Agreement is  in  full
force  and  effect on the date hereof and no material default  by
any party exists thereunder.

              (j)   The Trust is duly created and existing  under
the laws of the State of New York.  Simultaneous with the closing
hereunder, all conditions to the issuance and sale of the  Series
1999-1  Certificates  set  forth in  the  Pooling  and  Servicing
Agreement  have been satisfied and the Series 1999-1 Certificates
have been duly issued by the Trust.

               (k)   Neither  the  Transferor  nor  any  of   its
Affiliates has directly, or through any agent, (i) sold,  offered
for  sale,  solicited  offers to buy or otherwise  negotiated  in
respect  of, any "security" (as defined in the Act)  that  is  or
will  be  integrated  with  the sale of  the  any  Series  1999-1
Certificates  in  a  manner that would require  the  registration
under  the  Act of the offering of the Series 1999-1 Certificates
or  (ii)  engaged in any form of general solicitation or  general
advertising in connection with the offering of the Series  1999-1
Certificates (as those terms are used in Regulation D  under  the
Act)  or  in  any manner involving a public offering  within  the
meaning of Section 4(2) of the Act.  Assuming the accuracy of the
representations and warranties of each Class A Purchaser  in  its
Investment  Letter and of each purchaser of Class B  Certificates
and  Class C Certificate in their respective investment  letters,
the  offer  and  sale  of  the  Series  1999-1  Certificates  are
transactions  which are exempt from the registration requirements
of the Act.

              (l)   All  written  factual information  heretofore
furnished by the Transferor to, or for delivery to, the Agent for
purposes  of  or  in  connection with this Agreement,  including,
without  limitation,  information relating to  the  Accounts  and
Receivables   and  the  Transferor's  and  FDSNB's  credit   card
businesses, was true and correct in all material respects on  the
date  as  of  which such information was stated or certified  and
remains  true  and correct in all material respects (unless  such
information specifically relates to an earlier date in which case
such information shall have been true and correct in all material
respects on such earlier date).

             (m) The Transferor has reviewed the areas within its
business and operations which would reasonably be expected to  be
materially  adversely  affected by, and  have  developed  or  are
developing  a program to address on a timely basis, the  internal
"Year 2000 Problem" (that is, the risk that computer applications
used  by  the  Transferor may be unable to recognize and  perform
properly  date-sensitive functions involving certain dates  prior
to  and  any  date on or after December 31, 1999), and  has  made
related  appropriate inquiry of material suppliers  and  vendors.
The  "Year 2000 Problem" will not have a material adverse  effect
on the interests of the Class A Purchasers or the Agent hereunder
or under the Pooling and Servicing Agreement.

           4.2   Representations and Warranties of FDSNB.   FDSNB
repeats and reaffirms to the Class A Purchasers and the Agent the
representations  and  warranties of the  Servicer  set  forth  in
Section 3.3 of the Pooling and Servicing Agreement and represents
and  warrants that such representations and warranties  are  true
and  correct as of the date hereof.  FDSNB further represents and
warrants  to,  and  agrees  with, the  Agent  and  each  Class  A
Purchaser that, as of the date hereof:

              (a)   FDSNB has been duly organized and is  validly
existing  and in good standing as a national banking  association
under  the  laws of the United States of America, with  corporate
power  and  authority to own its properties and to  transact  the
business  in which it is now engaged, and FDSNB is duly qualified
to  do business (or is exempt from such qualification) and is  in
good standing in each State of the United States where the nature
of  its  business requires it to be so qualified.   FDSNB  is  an
insured  depository institution under Section 4(a) of the Federal
Deposit Insurance Act.

              (b)   FDSNB has the full corporate power, authority
and legal right to make, execute, deliver and perform the Related
Documents   to  which  it  is  party  and  all  the  transactions
contemplated thereby and has taken all necessary corporate action
to  authorize  the  execution, delivery and  performance  of  the
Related  Documents  to which it is party.  Each  of  the  Related
Documents  to which it is party constitutes the legal, valid  and
binding  agreement  of FDSNB enforceable in accordance  with  its
terms    (subject    to   applicable   bankruptcy,    insolvency,
reorganization,  moratorium or other similar laws  affecting  the
enforcement of the rights of creditors generally and  the  rights
of  creditors of national banking associations and except as such
enforceability  may be limited by general principles  of  equity,
whether considered in a proceeding at law or in equity).

              (c)  FDSNB is not required to obtain the consent of
any   other   party   or  any  consent,  license,   approval   or
authorization   of,  or  registration  with,   any   Governmental
Authority   in  connection  with  the  execution,   delivery   or
performance of each of the Related Documents to which it is party
that has not been duly obtained and which is not and will not  be
in full force and effect on the Closing Date.

             (d)  The execution, delivery and performance of each
of  the  Related Documents to which it is party by FDSNB  do  not
violate  or  conflict with any provision of any existing  law  or
regulation  applicable to FDSNB or any order  or  decree  of  any
court to which FDSNB is subject or the Articles of Association or
Bylaws  of FDSNB, or any mortgage, security agreement, indenture,
contract or other agreement to which FDSNB is a party or by which
FDSNB or any significant portion of FDSNB's properties is bound.

              (e)   There  is  no  litigation,  investigation  or
administrative proceeding before any court, tribunal,  regulatory
body or governmental body presently pending, or, to the knowledge
of  FDSNB, threatened, with respect to the Related Documents, the
transactions contemplated thereby, or the issuance of the  Series
1999-1   Certificates,  and  there  is  no  such  litigation   or
proceeding  against  FDSNB  or any  significant  portion  of  its
properties which would, individually or in the aggregate, have  a
material adverse effect on the transactions contemplated  by  any
of the Related Documents or the ability of FDSNB, in its capacity
as Servicer or otherwise, to perform its obligations thereunder.

              (f)   FDSNB is not insolvent or the subject of  any
insolvency  or liquidation proceeding.  The financial  statements
of  FDSNB delivered to the Agent are complete and correct in  all
material  respects and fairly present the financial condition  of
FDSNB as of date of such statements and the results of operations
of  FDSNB  for  the  period then ended, all  in  accordance  with
regulatory accounting principles consistently applied.  Since the
date  of  the most recent audited financial statements  of  FDSNB
delivered  to the Agent, there has not been any material  adverse
change in the condition (financial or otherwise) of FDSNB.

              (g)   All  written  factual information  heretofore
furnished by FDSNB to, or for delivery to, the Agent for purposes
of  or  in  connection  with this Agreement,  including,  without
limitation,  information relating to the Accounts and Receivables
and  the  Transferor's and FDSNB's VISAr credit card  businesses,
was  true and correct in all material respects on the date as  of
which  such information was stated or certified and remains  true
and  correct  in  all material respects (unless such  information
specifically  relates  to  an earlier date  in  which  case  such
information  shall  have been true and correct  in  all  material
respects on such earlier date).

             (h)  There are no outstanding comments from the most
recent  report prepared by FDSNB's (in its capacity as  Servicer)
independent  public  accountants in  connection  with  its  VISAr
credit card receivables.

             (i)  No Pay Out Event, Servicer Default, Termination
Event  or  event  permitting the furnishing of a Reserve  Account
Increase Notice has occurred and is continuing, and no event, act
or  omission has occurred and is continuing which, with the lapse
of  time, the giving of notice, or both, would constitute such an
event or default.

              (j)   FDSNB  has  reviewed  the  areas  within  its
business and operations which would reasonably be expected to  be
materially  adversely  affected by, and  have  developed  or  are
developing  a program to address on a timely basis, the  internal
"Year 2000 Problem" (that is, the risk that computer applications
used by the FDSNB may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any
date  on  or  after  December 31, 1999),  and  has  made  related
appropriate inquiry of material suppliers and vendors.  The "Year
2000  Problem"  will not have a material adverse  effect  on  the
interests  of  the Class A Purchasers or the Agent  hereunder  or
under the Pooling and Servicing Agreement.

           4.3   Representations and Warranties of the Agent  and
the  Class  A  Purchasers.  Each of the Agent  and  the  Class  A
Purchasers  represents  and warrants to,  and  agrees  with,  the
Transferor and the Servicer, that:

             (a)  It is duly authorized to enter into and perform
this Agreement and to purchase its Commitment Percentage (if any)
of  the Class A Certificates, and has duly executed and delivered
this  Agreement; and the person signing this Agreement on  behalf
of  such Class A Purchaser has been duly authorized by such Class
A Purchaser to do so.

             (b)  This Agreement constitutes the legal, valid and
binding  obligation  of  such Class A Purchaser,  enforceable  in
accordance with its terms, except as such enforceability  may  be
limited  by  applicable  bankruptcy, insolvency,  reorganization,
moratorium,  conservatorship  or  other  similar  laws   now   or
hereafter  in  effect  affecting the  enforcement  of  creditors'
rights  in  general,  and  except as such enforceability  may  be
limited by general principles of equity (whether considered in  a
proceeding at law or in equity).

              (c)  No registration with or consent or approval of
or  other action by any state or local governmental authority  or
regulatory  body having jurisdiction over such Class A  Purchaser
is  required  in  connection  with  the  execution,  delivery  or
performance  by  such Class A Purchaser of this  Agreement  other
than as may be required under the blue sky laws of any state.

          SECTION 5.     COVENANTS

           5.1   Covenants of the Transferor and FDSNB.  Each  of
the Transferor and FDSNB (individually or, as set forth below, as
the  Servicer) covenants and agrees, so long as any amount of the
Class  A  Investor Principal Balance shall remain outstanding  or
any  monetary obli gation arising hereunder shall remain  unpaid,
unless  the  Required  Class A Owners and the  Required  Class  A
Purchasers shall otherwise consent in writing, that:

              (a)   each of the Transferor and the Servicer shall
perform   in   all  material  respects  each  of  the  respective
agreements,  warranties  and indemnities  applicable  to  it  and
comply in all material respects with each of the respective terms
and  provisions  applicable to it hereunder and under  the  other
Related  Documents  to  which it is party, which  agreements  are
hereby  incorporated by reference into this Agreement as  if  set
forth herein in full; and each of the Transferor and the Servicer
shall  take  all reasonable action to enforce the obligations  of
each  of  the other parties to such Related Documents  which  are
contained therein;

              (b)   the Transferor and the Servicer shall furnish
to  the  Agent  ()  a copy of each opinion, certificate,  report,
statement,  notice or other communication (other than  investment
instructions) relating to the Series 1999-1 Certificates which is
furnished   by   or   on   behalf   of   either   of   them    to
Certificateholders, to any Rating Agency or to  the  Trustee  and
furnish  to  the  Agent after receipt thereof,  a  copy  of  each
notice, demand or other communication relating to the Series 1999-
1  Certificates,  this  Agreement or the  Pooling  and  Servicing
Agreement  received by the Transferor or the  Servicer  from  the
Trustee,  any  Rating Agency or 15% or more of the Series  1999-1
Certificateholders  (to  the  extent  such  notice,   demand   or
communication  relates  to  the Accounts,  the  Receivables,  any
Servicer  Default  or  any Pay Out Event); and  (ii)  such  other
information, documents records or reports respecting  the  Trust,
the  Receivables, the Transferor, FDSNB or the  Servicer  as  the
Agent   may   from  time  to  time  reasonably  request   without
unreasonable expense to the Transferor or the Servicer;

              (c)  the Servicer shall furnish to the Agent on  or
before  the  date  such  reports are due under  the  Pooling  and
Servicing   Agreement  copies  of  each  of   the   reports   and
certificates required by subsection 3.4(b) and Sections  3.5  and
3.6 of the Pooling and Servicing Agreement;

              (d)   the  Servicer shall promptly furnish  to  the
Agent  a copy, addressed to the Agent, of each opinion of counsel
delivered  to  the  Trustee pursuant to Section  13.2(d)  of  the
Pooling and Servicing Agreement;

              (e)  FDSNB shall furnish to the Agent (i) a copy of
its  annual Call Report promptly after it becomes available, (ii)
an  annual certificate dated within 90 days after the end each of
its  fiscal  years stating its compliance (or failure to  comply)
with each minimum ratio of total capital and core capital to risk-
weighted   assets   required  by  Governmental   Authorities   in
accordance with the implementation of the Basle Accord;

              (f)   the  Servicer shall furnish to  the  Agent  a
certificate  concurrently  with  its  delivery  of   its   annual
certificate pursuant to Section 3.5 of the Pooling and  Servicing
Agreement  stating  that  no  Termination  Event  (other  than  a
Termination Event described in clause (e) of subsection  2.8)  or
event  or condition which with the passage of time or the  giving
of notice, or both, would constitute such a Termination Event or,
if  such  Termination  Event, event or  condition  has  occurred,
identifying the same in reasonable detail;

              (g)  the Transferor shall not exercise its right to
accept optional reassignment of the Receivables or repurchase the
Series  1999-1 Certificates pursuant to Sections 10.2 or 12.2  of
the   Pooling  and  Servicing  Agreement  or  Section  3  of  the
Supplement, unless the Class A Purchasers have been paid, or will
be  paid upon such repurchase or in connection with such optional
reassignment,  the  Class  A  Investor  Principal  Balance,   all
interest thereon and all other amounts owing hereunder in full;

              (h)   the Transferor and the Servicer shall at  any
time  from  time  to  time  during  regular  business  hours,  on
reasonable notice to the Transferor or the Servicer, as the  case
may be, permit the Agent, or its agents or representatives to:

                (i)   examine  all books, records  and  documents
     (including  computer tapes and disks) in its  possession  or
     under its control relating to the Receivables, and

                (ii)   visit  its  offices and property  for  the
     purpose of examining such materials described in clause  (i)
     above.

The  information obtained by the Agent or any Class  A  Purchaser
pursuant  to  this  subsection shall be  held  in  confidence  in
accordance with Section 6.2 hereof;

              (i)   the  Servicer  shall furnish  to  the  Agent,
promptly   after   the  occurrence  of  any   Servicer   Default,
Termination Event, Pay Out Event or any event which would  permit
the   furnishing  of  a  Reserve  Account  Increase   Notice,   a
certificate  of  an appropriate officer of the  Servicer  setting
forth  the circumstances of such Servicer Default, Pay Out Event,
Termination Event or event and any action taken or proposed to be
taken by the Servicer or the Transferor with respect thereto;

              (j)   the Transferor and the Servicer shall  timely
make   all   payments,  deposits  or  transfers  and   give   all
instructions  to  transfer required by  this  Agreement  and  the
Pooling and Servicing Agreement;

              (k)  the Transferor shall not terminate (except  in
accordance  with  the terms thereof), amend, waive  or  otherwise
modify  the  Pooling and Servicing Agreement  or  the  Supplement
unless  (i) such amendment, waiver or modification shall not,  as
evidenced by an Officer's Certificate of the Transferor delivered
to  the  Agent,  adversely  affect in any  material  respect  the
interests  of  the  Agent or the Class A  Purchasers  under  this
Agreement  or the Pooling and Servicing Agreement, and  will  not
result in a reduction or withdrawal of the then current rating by
any  Rating  Agency of any commercial paper notes issued  by  any
Structured Purchaser; (ii) all of the provisions of Section  13.1
of  the  Pooling and Servicing Agreement have been complied  with
and  (iii)  in  the case of any amendment of the Supplement,  any
amendment  to be effected pursuant to subsection 13.1(b)  of  the
Pooling  and Servicing Agreement or any amendment to the interest
rate  to  be  borne by the Class B Certificates or  the  Class  C
Certificates, the prior written consent thereto shall  have  been
provided by the Required Class A Owners and the Required Class  A
Purchasers;

              (l)   the Transferor and the Servicer shall execute
and  deliver to the Agent all such documents and instruments  and
do  all  such  other  acts  and things as  may  be  necessary  or
reasonably  required by the Agent or the Trustee  to  enable  the
Trustee  or  the  Agent to exercise and enforce their  respective
rights  under  this  Agreement  and  the  Pooling  and  Servicing
Agreement  and  to  realize thereon,  and  record  and  file  and
rerecord and refile all such documents and instruments,  at  such
time or times, in such manner and at such place or places, all as
may  be  necessary or required by the Trustee  or  the  Agent  to
validate,  preserve,  perfect and protect  the  position  of  the
Trustee under the Pooling and Servicing Agreement;

              (m)   without  the  prior written  consent  of  the
Required Class A Owners and the Required Class A Purchasers,  the
Transferor  will  not  appoint  (or  cause  to  be  appointed)  a
successor Trustee;

              (n)   neither the Transferor nor the Servicer  will
consolidate  with  or merge into any other Person  or  convey  or
transfer  its properties and assets substantially as an  entirety
to  any Person, except (i) in accordance with Section 7.2 or  8.2
of  the  Pooling  and Servicing Agreement, with  respect  to  the
Transferor or the Servicer, respectively, and (ii) so long as (A)
the  obligations of the Transferor or the Servicer, as  the  case
may  be, under this Agreement and any other document executed and
delivered  in connection herewith shall be expressly  assumed  in
writing  by  the transferee, purchaser or successor  corporation,
(B)  the  Transferor or the Servicer, as the  case  may  be,  has
delivered to the Agent an Officer's Certificate of the Transferor
or  the Servicer and an Opinion of Counsel addressed to the Agent
and each Class A Purchaser meeting the requirements of subsection
7.2(a)(ii) or 8.2(ii) of the Pooling and Servicing Agreement,  as
appropriate, as provided in such agreement, (C) the Transferor or
the  Servicer, as the case may be, has delivered to the  Agent  a
copy  of the notice to the Rating Agencies delivered pursuant  to
subsection  7.2(a)(iii) or 8.2(iii) of the Pooling and  Servicing
Agreement, and (D) such consolidation, merger or transfer, in the
reasonable judgment of the Transferor and the Servicer, will  not
have  a  material adverse effect on the interests of the Class  A
Purchasers   hereunder  or  under  the  Pooling   and   Servicing
Agreement;

             (o)  the Transferor shall not reduce or withdraw any
Discount  Percentage  then  in effect unless  such  reduction  or
withdrawal  (i)  would  not  in  the  reasonable  belief  of  the
Transferor cause a Pay Out Event with respect to the Series 1999-
1 Certificates or an event which, with notice or lapse of time or
both,  would constitute such a Pay Out Event to occur or (ii)  is
consented  to  by  the Required Class A Owners and  the  Required
Class A Purchasers;

              (p)   the  Transferor and FDSNB will not  make  any
material  amendment, modification or change to,  or  provide  any
waiver  under,  the  Receivables Purchase Agreement  without  the
prior  written  consent of the Required Class A  Owners  and  the
Required Class A Purchasers;

             (q)  the Transferor will not incur, permit or suffer
to  exist any lien, charge or other adverse claim on the  Minimum
Transferor Amount in the Trust;

              (r)  the Transferor will not engage in any business
other  than  the transactions contemplated by this Agreement  and
the Related Documents;

               (s)   the  Transferor  will  not  (i)  incur   any
liabilities  or  indebtedness,  other  than  pursuant   to   this
Agreement  and  the  Related  Documents  or  reasonably   related
thereto, (ii) incur or permit or suffer to exist any lien, charge
or  encumbrance on any of its properties or assets, other than as
provided  for in the Pooling and Servicing Agreement, (iii)  make
any  investments other than in Cash Equivalents or (iv) make  any
capital expenditures other than those reasonably required for its
performance  of its obligations hereunder and under  the  Related
Documents;

              (t)   the  Transferor  will not  amend,  modify  or
otherwise make any change to its Certificate of Incorporation  if
such  amendment,  modification  or  other  change  would  have  a
material  adverse  effect  on  the  interests  of  the  Class   A
Purchasers, would affect any provisions thereof relating  to  the
commencement  of a voluntary bankruptcy proceeding  or  which  is
inconsistent with the assumptions set forth in the legal  opinion
of  Jones,  Day,  Reavis  &  Pogue,  counsel  to  FDSNB  and  the
Transferor,  issued  in connection with this  Agreement  and  the
transactions  contemplated hereby and relating to the  issues  of
substantive consolidation; and

              (u)   Each  of  the Transferor and FDSNB  will  (i)
review  the areas within its business and operations which  would
reasonably  be expected to be materially adversely  affected  by,
and  will develop and implement a program to address on a  timely
basis,  the  internal "Year 2000 Problem", and will make  related
appropriate  inquiry of material suppliers and vendors  and  (ii)
notify  the  Agent promptly if any auditor, regulator,  or  third
party   consultant   issues   a  management   letter   or   other
communication  regarding  the  Year  2000  exposure,  program  or
progress of the Transferor or FDSNB.

      SECTION   6. MUTUAL COVENANTS REGARDING CONFIDENTIALITY

           6.1  Covenants of Transferor, Etc.  The Transferor and
the  Servicer shall hold in confidence, and not disclose  to  any
Person,  the  terms of any fees payable in connection  with  this
Agreement except they may disclose such information (i) to  their
officers,  directors,  employees, agents,  counsel,  accountants,
auditors,  advisors or representatives, (ii) with the consent  of
the Required Class A Purchasers and Agent, or (iii) to the extent
the Transferor or the Servicer or any Affiliate of either of them
should be required by any law or regulation applicable to  it  or
requested   by  any  Governmental  Authority  to  disclose   such
information;  provided, that, in the case of  clause  (iii),  the
Transferor  or  the Servicer, as the case may be,  will  use  all
reasonable  efforts to maintain confidentiality and will  (unless
otherwise prohibited by law) notify the Agent of its intention to
make any such disclosure prior to making such disclosure.

           6.2   Covenants of Class A Purchasers.  The Agent  and
each  Class A Purchaser covenants and agrees that any information
obtained by the Agent or such Class A Purchaser pursuant to  this
Agreement  shall be held in confidence (it being understood  that
documents  provided to the Agent hereunder may in  all  cases  be
distributed  by the Agent to the Class A Purchasers) except  that
the Agent or such Class A Purchaser may disclose such information
(i)  to  its  officers,  directors, employees,  agents,  counsel,
accountants, auditors, advisors or representatives, (ii)  to  the
extent such information has become available to the public  other
than  as a result of a disclosure by or through the Agent or such
Class  A  Purchaser,  (iii) to the extent  such  information  was
available  to  the  Agent  or  such  Class  A  Purchaser   on   a
nonconfidential  basis prior to its disclosure to  the  Agent  or
such  Class A Purchaser hereunder, (iv) with the consent  of  the
Transferor, (v) to the extent permitted by Section 8.1,  (vi)  to
the  extent  the Agent or such Class A Purchaser  should  be  (A)
required in connection with any legal or regulatory proceeding or
(B)  requested  by  any Governmental Authority to  disclose  such
information or (vii) in the case of any Class A Purchaser that is
a  Structured  Lender, to rating agencies, placement  agents  and
providers of liquidity and credit support who agree to hold  such
information in confidence; provided, that, in the case of  clause
(vi)  above,  the Agent or such Class A Purchaser, as applicable,
will  use all reasonable efforts to maintain confidentiality and,
in  the  case  of  clause (vi)(A) above, will  (unless  otherwise
prohibited by law) notify the Transferor of its intention to make
any such disclosure prior to making any such disclosure.

          SECTION 7.     THE AGENTS

           7.1   Appointment.  (a)  Each Class A Purchaser hereby
irrevocably  designates and appoints the Agent as  the  agent  of
such  Class A Purchaser under this Agreement, and each such Class
A  Purchaser irrevocably authorizes the Agent, as the  agent  for
such  Class A Purchaser, to take such action on its behalf  under
the  provisions  of the Related Documents and  to  exercise  such
powers  and  perform  such  duties thereunder  as  are  expressly
delegated  to the Agent by the terms of this Agreement,  together
with  such  other  powers as are reasonably  incidental  thereto.
Notwithstanding any provision to the contrary elsewhere  in  this
Agreement,   the   Agent   shall   not   have   any   duties   or
responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Class A Purchaser, and no implied
covenants,  functions, responsibilities, duties,  obligations  or
liabilities shall be read into this Agreement or otherwise  exist
against the Agent.

            (b)    Each  Class  A  Purchaser  hereby  irrevocably
designates and appoints the Administrative Agent as the agent  of
such Class A Purchaser under the Pooling and Servicing Agreement,
and  each  such  Class  A  Purchaser irrevocably  authorizes  the
Administrative Agent, as the agent for such Class A Purchaser, to
take  such  action  on  its behalf under the  provisions  of  the
Pooling  and  Servicing  Agreement and to  exercise  such  powers
thereunder  as are expressly granted to the Administrative  Agent
by  the terms of the Pooling and Servicing Agreement, subject  to
the  terms  and conditions of this Agreement, together with  such
other    powers    as   are   reasonably   incidental    thereto.
Notwithstanding any provision to the contrary elsewhere  in  this
Agreement, the Administrative Agent shall not have any duties  or
responsibilities, except those expressly set forth herein  or  in
the   Pooling   and   Servicing  Agreement,  or   any   fiduciary
relationship  with  any  Class  A  Purchaser,  and   no   implied
covenants,  functions, responsibilities, duties,  obligations  or
liabilities shall be read into this Agreement or otherwise  exist
against the Administrative Agent.

            7.2   Delegation  of  Duties.   The  Agent  and   the
Administrative  Agent may execute any of its  duties  under  this
Agreement  or  any of the other Related Documents by  or  through
agents  or  attorneys-in-fact and shall be entitled to advice  of
counsel   concerning  all  matters  pertaining  to  such  duties.
Neither   the  Agent  nor  the  Administrative  Agent  shall   be
responsible  for the negligence or misconduct of  any  agents  or
attorneys-in-fact selected by it with reasonable care.

          7.3  Exculpatory Provisions.  Neither the Agent nor the
Administrative  Agent  nor  any  of  their  respective  officers,
directors,  employees,  agents, attorneys-in-fact  or  Affiliates
shall  be  (a)  liable to any of the Class A Purchasers  for  any
action lawfully taken or omitted to be taken by it or such Person
under  or  in connection with this Agreement or any of the  other
Related  Documents  (except for its or such  Person's  own  gross
negligence  or  willful  misconduct) or (b)  responsible  in  any
manner  to  any  of  the  Class A Purchasers  for  any  recitals,
statements, representations or warranties made by the Transferor,
the  Servicer or the Trustee or any officer thereof contained  in
this  Agreement or any of the other Related Documents or  in  any
certificate, report, statement or other document referred  to  or
provided  for  in, or received by the Agent or the Administrative
Agent  under or in connection with, this Agreement or any of  the
other   Related   Documents   or   for   the   value,   validity,
effectiveness, genuineness, enforceability or sufficiency of this
Agreement  or  any  of  the other Related Documents  or  for  any
failure of the Transferor, the Servicer or the Trustee to perform
its  obligations hereunder or thereunder.  Neither the Agent  nor
the  Administrative Agent shall be under any  obligation  to  any
Class A Purchaser to ascertain or to inquire as to the observance
or  performance  of  any  of  the  agreements  contained  in,  or
conditions  of,  this  Agreement or  any  of  the  other  Related
Documents, or to inspect the properties, books or records of  the
Transferor, the Servicer, the Trustee or the Trust.

            7.4    Reliance   by  Agent.   The  Agent   and   the
Administrative  Agent shall be entitled to  rely,  and  shall  be
fully protected in relying, upon any writing, resolution, notice,
consent,  certificate,  affidavit, letter,  cablegram,  telegram,
telecopy, telex or teletype message, written statement, order  or
other  document or conversation believed by it to be genuine  and
correct  and  to  have been signed, sent or made  by  the  proper
Person or Persons and upon advice and statements of legal counsel
(including,  without  limitation, counsel to  the  Agent  or  the
Administrative Agent), independent accountants and other  experts
selected by the Agent or the Administrative Agent.  The Agent and
the  Administrative Agent shall be fully justified in failing  or
refusing  to take any action under this Agreement or any  of  the
other Related Documents unless it shall first receive such advice
or  concurrence of the Required Class A Purchasers  as  it  deems
appropriate  or it shall first be indemnified to its satisfaction
by  the Class A Purchasers or of the Committed Class A Purchasers
against  any and all liability and expense which may be  incurred
by  it by reason of taking or continuing to take any such action.
The  Agent  and the Administrative Agent shall in  all  cases  be
fully  protected in acting, or in refraining from  acting,  under
this  Agreement  or  any  of  the  other  Related  Documents   in
accordance with a request of the Required Class A Owners and  the
Required Class A Purchasers and such request and any action taken
or  failure  to  act pursuant thereto shall be binding  upon  all
present and future Class A Purchasers.

           7.5   Notices.  The Agent shall not be deemed to  have
knowledge  or  notice of the occurrence of  any  breach  of  this
Agreement  or  the  occurrence  of  any  Pay  Out  Event  or  any
Termination Event unless the Agent has received notice  from  the
Transferor,  the Servicer, the Trustee or any Class  A  Purchaser
referring to this Agreement, describing such event.  In the event
that  the Agent receives such a notice, the Agent promptly  shall
give  notice thereof to the Class A Owners and the Required Class
A  Purchasers.  The Agent shall take such action with respect  to
such  event as shall be reasonably directed by the Required Class
A  Owners  and  the  Required Class A Purchasers;  provided  that
unless  and  until the Agent shall have received such directions,
the  Agent  may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such event as
it  shall  deem advisable in the best interests of  the  Class  A
Purchasers.

            7.6    Non-Reliance  on  Agent  and  Other  Class   A
Purchasers.   Each Class A Purchaser expressly acknowledges  that
neither  the Agent nor the Administrative Agent nor any of  their
respective  officers, directors, employees, agents, attorneys-in-
fact or Affiliates has made any representations or warranties  to
it  and  that  no  act  by the Agent or the Administrative  Agent
hereafter  taken,  including any review of  the  affairs  of  the
Transferor,  the  Servicer, the Trustee or  the  Trust  shall  be
deemed to constitute any representation or warranty by the  Agent
or the Administrative Agent to any Class A Purchaser.  Each Class
A  Purchaser represents to the Agent and the Administrative Agent
that it has, independently and without reliance upon the Agent or
any  other  Class  A Purchaser, and based on such  documents  and
information as it has deemed appropriate, made its own  appraisal
of  and  investigation  into the business, operations,  property,
financial and other condition and creditworthiness of the  Trust,
the  Trustee,  the Transferor and the Servicer and made  its  own
decision to purchase its Class A Certificate hereunder and  enter
into this Agreement.  Each Class A Purchaser also represents that
it will, independently and without reliance upon the Agent or the
Administrative Agent or any other Class A Purchaser, and based on
such  documents  and information as it shall deem appropriate  at
the  time,  continue  to  make its own analysis,  appraisals  and
decisions in taking or not taking action under this Agreement  or
any   of   the  other  Related  Documents,  and  to   make   such
investigation as it deems necessary to inform itself  as  to  the
business, operations, property, financial and other condition and
creditworthiness  of the Trust, the Trustee, the  Transferor  and
the  Servicer.   Except for notices, reports and other  documents
received by the Agent under Section 5 hereof, the Agent shall not
have  any duty or responsibility to provide any Class A Purchaser
with  any  credit or other information concerning  the  business,
operations,   property,  condition  (financial   or   otherwise),
prospects  or  creditworthiness of the Trust,  the  Trustee,  the
Transferor or the Servicer which may come into the possession  of
the  Agent or any of its officers, directors, employees,  agents,
attorneys-in-fact or Affiliates.

          7.7  Indemnification.  The Committed Class A Purchasers
agree to indemnify the Agent and the Administrative Agent in  its
capacity  as  such  (without  limiting  the  obligation  of   the
Transferor, the Trust or the Servicer to reimburse the  Agent  or
the Administrative Agent for any such amounts), ratably according
to  their respective Commitment Percentages, from and against any
and  all  liabilities, obligations, losses,  damages,  penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
any  kind  whatsoever  which may at any time (including,  without
limitation,  at any time following the payment of the obligations
under  this Agreement, including the Class A Invested Amount)  be
imposed  on,  incurred by or asserted against the  Agent  or  the
Administrative  Agent in any way relating to or  arising  out  of
this  Agreement, or any documents contemplated by or referred  to
herein  or  the  transactions contemplated hereby or  any  action
taken  or omitted by the Agent or the Administrative Agent  under
or  in  connection  with any of the foregoing; provided  that  no
Class  A Purchaser shall be liable for the payment of any portion
of  such  liabilities, obligations, losses,  damages,  penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
the  Agent   or the Administrative Agent resulting from  its  own
gross  negligence or willful misconduct.  The agreements in  this
subsection  shall  survive the payment of the  obligations  under
this Agreement, including the Class A Invested Amount.

          7.8  Agents in Their Individual Capacities.  The Agent,
the  Administrative Agent and their Affiliates may make loans to,
accept deposits from and generally engage in any kind of business
with  the Trust, the Trustee, the Servicer and the Transferor  as
though the Agent and the Administrative Agent were not the agents
hereunder. Each Class A Purchaser acknowledges that PNC  may  act
(i)  as  administrator  and  agent for  one  or  more  Structured
Purchasers and in such capacity acts and may continue to  act  on
behalf  of each such Structured Purchaser in connection with  its
business and (ii) as the agent for certain financial institutions
under the liquidity and credit enhancement agreements relating to
this  Agreement to which any such Structured Purchaser  is  party
and  in various other capacities relating to the business of  any
such  Structured Purchaser under various agreements.  PNC in  its
capacity as the Agent shall not, by virtue of its acting  in  any
such   other   capacities,   be  deemed   to   have   duties   or
responsibilities hereunder or be held to a standard  of  care  in
connection with the performance of its duties as the Agent or the
Administrative  Agent other than as expressly  provided  in  this
Agreement.  PNC may act as the Agent and the Administrative Agent
without  regard  to and without additional duties or  liabilities
arising  from its role as such administrator or agent or  arising
from its acting in any such other capacity.

           7.9   Successor Agent.  (a)  The Agent may  resign  as
Agent  upon  ten  days'  notice to the Class  A  Purchasers,  the
Trustee,  the  Transferor and the Servicer with such  resignation
becoming  effective  upon  a successor agent  succeeding  to  the
rights,  powers  and  duties  of  the  Agent  pursuant  to   this
subsection 7.9(a).  If the Agent shall resign as Agent under this
Agreement, then the Required Class A Purchasers and the  Required
Class  A  Owners shall appoint from among the Committed  Class  A
Purchasers  a  successor agent for the Class A  Purchasers.   The
successor agent shall succeed to the rights, powers and duties of
the  Agent, and the term "Agent" shall mean such successor  agent
effective  upon  its appointment, and the former Agent's  rights,
powers and duties as Agent shall be terminated, without any other
or further act or deed on the part of such former Agent or any of
the  parties  to  this  Agreement.  After  the  retiring  Agent's
resignation  as  Agent, the provisions of this  Section  7  shall
inure  to  its benefit as to any actions taken or omitted  to  be
taken by it while it was Agent under this Agreement.

            (b)    The   Administrative  Agent  may   resign   as
Administrative  Agent  upon  ten days'  notice  to  the  Class  A
Purchasers,  the Class B Purchasers (as defined in  the  Class  B
Certificate Purchase Agreement), the Trustee, the Transferor  and
the  Servicer  with such resignation becoming  effective  upon  a
successor  agent succeeding to the rights, powers and  duties  of
the Administrative Agent pursuant to this subsection 7.9(b).   If
the  Administrative  Agent shall resign as  Administrative  Agent
under  this  Agreement, then the Required Class A Purchasers  and
the  Required  Class  A  Owners  shall  appoint  from  among  the
Committed  Class  A  Purchasers hereunder or under  the  Class  B
Certificate  Purchase Agreement a successor Administrative  Agent
of  the Class A Certificateholders and Class B Certificateholders
as  provided in the Supplement; provided that no such appointment
shall  be  effective unless such successor is also  appointed  as
successor  Administrative Agent under  the  Class  B  Certificate
Purchase  Agreement.  The successor agent shall  succeed  to  the
rights,  powers and duties of the Administrative Agent,  and  the
term  "Administrative  Agent" shall  mean  such  successor  agent
effective  upon  its  appointment, and the former  Administrative
Agent's  rights, powers and duties as Administrative Agent  shall
be  terminated, without any other or further act or deed  on  the
part of such former Administrative Agent or any of the parties to
this   Agreement.  After  the  retiring  Administrative   Agent's
resignation  as  Administrative Agent,  the  provisions  of  this
Section  7 shall inure to its benefit as to any actions taken  or
omitted to be taken by it while it was Administrative Agent under
this Agreement.

         SECTION  8.  SECURITIES LAWS; TRANSFERS; TAX TREATMENT

           8.1   Transfers  of Class A Certificates.   (a)   Each
Class A Owner agrees that the beneficial interest in the Class  A
Certificates purchased by it will be acquired for investment only
and  not with a view to any public distribution thereof, and that
such Class A Owner will not offer to sell or otherwise dispose of
any  Class A Certificate acquired by it (or any interest therein)
in  violation of any of the registration requirements of the  Act
or  any applicable state or other securities laws.  Each Class  A
Owner acknowledges that it has no right to require the Transferor
to register, under the Act or any other securities law, the Class
A  Certificates (or the beneficial interest therein) acquired  by
it  pursuant to this Agreement or any Transfer Supplement.   Each
Class A Owner hereby confirms and agrees that in connection  with
any  transfer or syndication by it of an interest in the Class  A
Certificates,  such Class A Owner has not engaged  and  will  not
engage in a general solicitation or general advertising including
advertisements,   articles,  notices  or   other   communications
published  in  any  newspaper,  magazine  or  similar  media   or
broadcast  over  radio or television, or any seminar  or  meeting
whose attendees have been invited by any general solicitation  or
general advertising.  Each initial Class A Owner agrees with  the
Transferor  that  it will execute and deliver to the  Transferor,
the  Servicer  and the Trustee on or before the  Closing  Date  a
letter  in  the form attached hereto as Exhibit A (an "Investment
Letter") with respect to the purchase by such Class A Owner of  a
beneficial interest in the Class A Certificates.

             (b)  Each initial purchaser of a Class A Certificate
or  any  interest therein and any Assignee thereof or Participant
therein  shall  certify to the Transferor, the Servicer  and  the
Trustee  that  it is either (A)(i) a citizen or resident  of  the
United States, (ii) a corporation or other entity organized in or
under  the laws of the United States or any political subdivision
thereof  which, if such entity is a tax-exempt entity, recognizes
that  payments  with  respect to the  Class  A  Certificates  may
constitute  unrelated business taxable income or (iii)  a  person
not  described  in  (i) or (ii) whose income  from  the  Class  A
Certificates  is  and  will  be effectively  connected  with  the
conduct  of a trade or business within the United States  (within
the meaning of the Code) and whose ownership of any interest in a
Class A Certificate will not result in any withholding obligation
with  respect  to  any  payments with  respect  to  the  Class  A
Certificates by any Person (other than withholding, if any, under
Section  1446  of the Code) and who will furnish to the  Servicer
and  the Trustee, and to the Class A Owner making the Transfer  a
properly executed U.S. Internal Revenue Service Form 4224 (and to
agree  (to  the extent legally able) to provide a new  Form  4224
upon  the  expiration or obsolescence of any previously delivered
form  and  comparable  statements in accordance  with  applicable
United States laws) or (B) an estate or trust the income of which
is  includible  in gross income for United States federal  income
tax purposes.

              (c)  Any sale, transfer, assignment, participation,
pledge,  hypothecation or other disposition (a "Transfer")  of  a
Class  A Certificate or any interest therein may be made only  in
accordance  with  this  Section 8.1 and in  accordance  with  and
subject  to the applicable limitations set forth in Section  6.18
of  the  Pooling  and Servicing Agreement.  Any  Transfer  of  an
interest  in  a  Class  A  Certificate,  a  Commitment   or   any
Noncommitted  Purchaser  Percentage,  when  combined   with   any
substantially  concurrent Transfers hereunder  between  the  same
parties  and any substantially concurrent Transfer of an interest
in  a  Class  B  Certificate  or  a  Commitment  or  Noncommitted
Purchaser  Percentage (as such terms are defined for purposes  of
the  Class  B  Certificate Purchase Agreement) between  the  same
parties,  shall be in respect of (i) in the case of  a  Committed
Class  A  Purchaser, at least $5,000,000 in the aggregate,  which
may  be  composed  of  any one or more of (A)  Class  A  Invested
Amount,  (B)  to  the extent in excess of the  Class  A  Invested
Amount subject to such Transfer, Commitment hereunder, (C)  Class
B Invested Amount, and (D) to the extent in excess of the Class B
Invested  Amount subject to such concurrent Transfer,  Commitment
under the Class B Certificate Purchase Agreement, or (ii) in  the
case of a Noncommitted Class A Purchaser, at least $5,000,000  in
the  aggregate, which may be composed of any one or more  of  (A)
Class A Invested Amount, (B) to the extent in excess of the Class
A  Invested Amount subject to such Transfer, the product  of  the
Noncommitted Purchaser Percentage subject to such Transfer  times
the  aggregate Commitments hereunder, (C) Class B Invested Amount
and  (D)  to the extent in excess of the Class B Invested  Amount
subject  to  such  concurrent  Transfer,  the  product   of   the
Noncommitted  Purchaser Percentage under the Class B  Certificate
Purchase  Agreement subject to such Transfer times the  aggregate
Commitments  under  the Class B Certificate  Purchase  Agreement.
Any  Transfer  of an interest in a Class A Certificate  otherwise
permitted  by  this  Section 8.1 will be  permitted  only  if  it
consists  of a pro rata percentage interest in all payments  made
with  respect to the Class A Purchaser's beneficial  interest  in
such Class A Certificate.  No Class A Certificate or any interest
therein may be Transferred by assignment or Participation to  any
Person  (each, a "Transferee") unless prior to the  transfer  the
Transferee shall have executed and delivered to the Agent and the
Transferor  an Investment Letter and, except for any Transfer  to
an  Eligible Transferee, each of the Transferor and the  Servicer
shall  have granted its prior consent thereto; provided  that  in
the  event of a Transfer from a Class A Purchaser to one  of  its
Affiliates  or  to a Person which, prior to such Transfer,  is  a
Class  A  Purchaser  of  all  of its  interest  in  the  Class  A
Certificates the transferring Class A Purchaser shall provide the
Transferor  and  the Servicer with five (5) Business  Days  prior
written  notice  thereof and the prior consent of the  Transferor
and the Servicer shall not be required for such Transfer.

              Each  of the Transferor and the Servicer authorizes
each  Class A Purchaser to disclose to any Transferee and Support
Bank  and any prospective Transferee or Support Bank any and  all
financial  information  in  the Class  A  Purchaser's  possession
concerning  the Trust, the Transferor or the Servicer  which  has
been  delivered to the Agent or such Class A Purchaser by  or  on
behalf of the Trust or the Transferor or the Servicer pursuant to
this Agreement (including information obtained pursuant to rights
of  inspection granted hereunder) or the other Related  Documents
or  which has been delivered to such Class A Purchaser by  or  on
behalf of the Trust, the Transferor or the Servicer in connection
with such Class A Purchaser's credit evaluation of the Trust, the
Transferor  or  the Servicer prior to becoming  a  party  to,  or
purchasing  an  interest  in  this  Agreement  or  the  Class   A
Certificates;  provided that prior to any such  disclosure,  such
Transferee  or Support Bank or prospective Transferee or  Support
Bank shall have executed an agreement agreeing to be bound by the
provisions of Section 6.2 hereof.

              (d)  Each Class A Purchaser may, in accordance with
applicable law, at any time grant participations in all  or  part
of  its interest in its Commitment or in the Class A Certificates
including  the  payments due to it under this Agreement  and  the
Pooling and Servicing Agreement (each, a "Participation") to  any
Person  (each,  a  "Participant");  provided,  however,  that  no
Participation shall be granted to any Person unless and until the
Agent shall have consented thereto and the conditions to Transfer
specified  in  this  Agreement  and  the  Pooling  and  Servicing
Agreement, including in subsection 8.1(c) hereof and Section 6.18
of the Pooling and Servicing Agreement, shall have been satisfied
and  that  such  Participation consists of a pro rata  percentage
interest  in  all  payments made with respect  to  such  Class  A
Purchaser's  beneficial  interest  (if  any)  in  the   Class   A
Certificates.   In  connection with any such  Participation,  the
Agent  shall  maintain  a register of each  Participant  and  the
amount  of  each  Participation.  Each Class A  Purchaser  hereby
acknowledges and agrees that (A) any such Participation will  not
alter  or  affect  such  Class A Purchaser's  direct  obligations
hereunder,  and (B) neither the Trustee, the Transferor  nor  the
Servicer  shall have any obligation to have any communication  or
relationship  with any Participant.  Each Class A  Purchaser  and
each  Participant shall comply with the provisions of  subsection
2.5(c).  No Participant shall be entitled to Transfer all or  any
portion  of its Participation, without the prior written  consent
of  the Agent.  The Transferor shall be obligated to indemnify  a
Participant for all amounts owing to it under Sections  2.4,  2.5
and  2.7  as  if  such  Participant  were  a  Class  A  Purchaser
hereunder, but, in the case of Sections 2.4 and 2.5, only  in  an
amount  not in excess of the amounts which would have been  owing
thereunder  had such Participation not been granted and,  in  the
case  of Section 2.5, provided that such Participant has complied
with the provisions of subsection 2.5(c) as if it were a Class  A
Purchaser.  Each Class A Purchaser shall give the Agent notice of
the  consummation  of any sale by it of a Participation  and  the
Agent (upon receipt of notice from the related Class A Purchaser)
shall  promptly  notify  the Transferor,  the  Servicer  and  the
Trustee.

             (e)  Each Class A Purchaser may, with the consent of
the  Agent and in accordance with applicable law, sell or  assign
(each,  an  "Assignment"), to any Person  (each,  an  "Assignee")
which  is an Eligible Assignee (or is otherwise consented  to  in
writing  by the Transferor and the Servicer) all or any  part  of
its interest in its Commitment or in the Class A Certificates and
its  rights and obligations under this Agreement and the  Pooling
and Servicing Agreement pursuant to an agreement substantially in
the  form  attached  hereto  as Exhibit  C  hereto  (a  "Transfer
Supplement"), executed by such Assignee and the Class A Purchaser
and  delivered  to  the  Agent for its  acceptance  and  consent;
provided,  however,  that no such assignment  or  sale  shall  be
effective  unless and until the conditions to Transfer  specified
in  this  Agreement  and  the Pooling  and  Servicing  Agreement,
including  in subsection 8.1(c) hereof and Section  6.18  of  the
Pooling  and Servicing Agreement, shall have been satisfied;  and
provided further, however, that no such assignment or sale to  an
Assignee  which would become a Committed Class A Purchaser  shall
be  effective unless either (i) the commercial paper notes or the
short-term obligations of such Assignee are rated at least A-1 by
Standard  & Poor's and P-1 by Moody's or (ii) such assignment  or
sale shall have been consented to by all Class A Purchasers. From
and after the effective date determined pursuant to such Transfer
Supplement,  (x) the Assignee thereunder shall be a party  hereto
and, to the extent provided in such Transfer Supplement, have the
rights  and obligations of a Class A Purchaser hereunder  as  set
forth therein and (y) the transferor Class A Purchaser shall,  to
the extent provided in such Transfer Supplement, be released from
its  Commitment  and  other  obligations  under  this  Agreement;
provided,  however,  that  after  giving  effect  to  each   such
Assignment,  the  obligations  released  by  any  such  Class   A
Purchaser shall not exceed the obligations assumed by an Assignee
or  Assignees.  Such Transfer Supplement shall be deemed to amend
this  Agreement to the extent, and only to the extent,  necessary
to  reflect  the  addition  of such Assignee  and  the  resulting
adjustment   of  Percentage  Interests,  Noncommitted   Purchaser
Percentages   or   Commitment  Percentages   arising   from   the
Assignment.   Upon  its  receipt  of  a  duly  executed  Transfer
Supplement,  the  Agent  shall on the effective  date  determined
pursuant   thereto  give  notice  of  such  acceptance   to   the
Transferor,  the Servicer and the Trustee and the  Servicer  will
provide notice thereof to each Rating Agency (if required).

              Upon  surrender for registration of transfer  of  a
Class   A   Purchaser's  beneficial  interest  in  the  Class   A
Certificates (or portion thereof) and delivery to the  Transferor
and  the  Trustee  of  an  Investment  Letter,  executed  by  the
registered  owner (and the beneficial owner if  it  is  a  Person
other than the registered owner), and receipt by the Trustee of a
copy  of  the duly executed related Transfer Supplement and  such
other  documents  as may be required under this  Agreement,  such
beneficial  interest  in  the Class A  Certificates  (or  portion
thereof)  shall be transferred in the records of the Trustee  and
the  Agent  and,  if  requested by  the  Assignee,  new  Class  A
Certificates shall be issued to the Assignee and, if  applicable,
the  transferor  Class  A  Purchaser in amounts  reflecting  such
Transfer  as  provided  in the Pooling and  Servicing  Agreement.
Such  Transfers  of Class A Certificates (and interests  therein)
shall  be  subject to this Section 8.1 in lieu of any regulations
which  may  be  prescribed under Section 6.3 of the  Pooling  and
Servicing  Agreement. Successive registrations  of  Transfers  as
aforesaid may be made from time to time as desired, and each such
registration  of a transfer to a new registered  owner  shall  be
noted on the Certificate Register.

              (f)  Each Class A Purchaser may pledge its interest
in  the  Class  A  Certificates to any Federal  Reserve  Bank  as
collateral in accordance with applicable law.

              (g)  Any Class A Purchaser shall have the option to
change its Investing Office, provided that such Class A Purchaser
shall  have  prior  to such change in office  complied  with  the
provisions  of subsection 2.5(c) and provided further  that  such
Class  A Purchaser shall not be entitled to any amounts otherwise
payable  under  Section  2.4 or 2.5 resulting  solely  from  such
change  in  office unless such change in office was  mandated  by
applicable law or by such Class A Purchaser's compliance with the
provisions of this Agreement.

              (h)   Each  Affected Party which, on  the  date  it
became  an  Affected  Party,  was an  Eligible  Assignee  or  was
consented to by the Transferor and the Servicer shall be entitled
to  receive additional payments pursuant to Sections 2.4, 2.5 and
2.7 hereof as though it were a Class A Purchaser and such Section
applied  to its interest in or commitment to acquire an  interest
in  the  Class A Certificates; provided that such Affected  Party
shall  not  be  entitled to additional payments pursuant  to  (i)
Section 2.4 by reason of Regulatory Changes which occurred  prior
to  the  date  it  became an Affected Party or (ii)  Section  2.5
attributable  to  its  failure  to satisfy  the  requirements  of
subsection 2.5(c) as if it were a Class A Purchaser.

             (i) If any increased amounts referred to in Sections
2.4  or  2.5  owing to any Affected Party are not  eliminated  or
reduced  by  the designation of a different Investing  Office  or
other  actions  taken pursuant to subsection 2.4(c)  and  payment
thereof hereunder is not waived by such Affected Party within  45
days after the Transferor or the Servicer shall have given notice
to  such  Affected Party, its related Class A Purchaser  and  the
Agent  of  the  intent of the Transferor to exercise  its  rights
under  this  sentence, the Transferor shall  have  the  right  to
replace  such  related  Class  A  Purchaser  hereunder   with   a
Replacement  Purchaser; provided, that (x) such related  Class  A
Purchaser  shall  not be replaced hereunder  until  such  related
Class  A Purchaser has been paid in full all amounts owed  to  it
hereunder  and  with  respect to its  interest  in  the  Class  A
Certificates  and  (y) if the related Class A  Purchaser  is  the
Agent or the Administrative Agent or, unless otherwise agreed  by
the  Agent  and the Administrative Agent, a Structured  Purchaser
sponsored  or  administered by the Administrative  Agent  or  the
Agent  (in  its  individual capacity), a  replacement  Agent  and
Administrative Agent shall have been appointed in accordance with
Section  7.9  and the Agent and the Administrative  Agent  to  be
replaced  shall  have been paid in full all amounts  owed  to  it
hereunder.

              (j)  Each Affected Party claiming increased amounts
described  in  Sections  2.4 or 2.5 shall  furnish,  through  its
related  Structured  Purchaser, to the Trustee,  the  Agent,  the
Servicer  and  the  Transferor a certificate  setting  forth  any
action  taken by such Affected Party to reduce or eliminate  such
increased amounts pursuant to subsection 2.4(c) and the basis and
amount  of  each  request by such Affected  Party  for  any  such
amounts  referred to in Sections 2.4 or 2.5, such certificate  to
be  conclusive with respect to the factual information set  forth
therein absent manifest error.

             (k)  In the event that a Committed Class A Purchaser
was  at  any  time  a  Defaulting Purchaser or  is  a  Downgraded
Purchaser,  the  Transferor shall have the right and  to  replace
such  Class  A Purchaser hereunder with a Replacement  Purchaser,
and  the  Agent,  acting at the request of the Required  Class  A
Purchasers or the Required Class A Owners, shall have  the  right
to  replace  such Committed Class A Purchaser with a  Replacement
Purchaser   which  is  an  Eligible  Assignee  or  is   otherwise
reasonably   acceptable  to  the  Transferor,  which  Replacement
Purchaser shall succeed to the rights of such Committed  Class  A
Purchaser  under  this  Agreement, and  such  Committed  Class  A
Purchaser  shall assign its beneficial interest in  the  Class  A
Certificates to such Replacement Purchaser in accordance with the
provisions  of  this  Section  8.1;  pro  vided,  that  (A)  such
Committed Class A Purchaser shall not be replaced hereunder  with
a  new  investor until such Committed Class A Purchaser has  been
paid  in  full  its Percentage Interest of the Class  A  Investor
Principal Balance and all accrued and unpaid Yield (including any
Liquidation Fee determined for the replacement date)  thereon  by
such  new  investor and all other amounts (including all  amounts
owing  under  Sections  2.4  and 2.5)  owed  to  it  and  to  all
Participants  and Affected Parties with respect to such  Class  A
Purchaser  pursuant to this Agreement and (ii)  if  the  Class  A
Purchaser to be replaced is the Agent or the Administrative Agent
or,  unless  the  Agent  and the Administrative  Agent  otherwise
agree,  a Structured Purchaser sponsored or administered  by  the
Administrative Agent or the Agent (in its individual capacity), a
replacement  Agent or Administrative Agent, as the case  may  be,
shall have been appointed in accordance with Section 7.9 and  the
Agent or Administrative Agent, as the case may be, to be replaced
shall  have  been  paid  all amounts owing  to  it  as  Agent  or
Administrative  Agent,  as  the case may  be,  pursuant  to  this
Agreement.  For purposes of this subsection, a Committed Class  A
Purchaser shall be a "Downgraded Purchaser" if and so long as the
credit  rating assigned to its short-term obligations by  Moody's
or  Standard & Poor's on the date on which it became a  party  to
this Agreement shall have been reduced or withdrawn.

           8.2  Tax Characterization of the Class A Certificates.
It  is  the  intention of the parties hereto  that  the  Class  A
Certificates be treated for tax purposes as indebtedness.  In the
event that the Class A Certificates are not so treated, it is the
intention  of  the  parties that such  Class  A  Certificates  be
treated   as  an  interest  in  a  partnership  that   owns   the
Receivables.   In  the event that the Class  A  Certificates  are
treated  as an interest in a partnership, it is the intention  of
the parties that interest payable on such Class A Certificates be
treated as guaranteed payment and, if for any reason it is not so
treated,  that  the  holders  of such  Class  A  Certificates  be
specially  allocated gross interest income equal to the  interest
accrued  during each applicable accrual period on  such  Class  A
Certificates.

          SECTION 9.     MISCELLANEOUS

          9.1  Amendments and Waivers.  This Agreement may not be
amended, supplemented or modified nor may any provision hereof be
waived  except in accordance with the provisions of this  Section
9.1.  With the written consent of the Required Class A Owners and
the  Required  Class A Purchasers, the Agent, the Transferor  and
the   Servicer  may,  from  time  to  time,  enter  into  written
amendments, supplements, waivers or modifications hereto for  the
purpose of adding any provisions to this Agreement or changing in
any  manner  the rights of any party hereto or waiving,  on  such
terms and conditions as may be specified in such instrument,  any
of the requirements of this Agreement; provided, however, that no
such  amendment,  supplement, waiver or  modification  shall  (i)
reduce  the  amount  of or extend the maturity  of  any  Class  A
Certificate or reduce the rate or extend the time of  payment  of
interest  thereon,  or reduce or alter the timing  of  any  other
amount  payable to any Class A Purchaser hereunder or  under  the
Supplement,  in  each case without the consent  of  the  Class  A
Purchaser  affected  thereby, (ii) amend,  modify  or  waive  any
provision of this Section 9.1, or, if such amendment would have a
material adverse effect on the Class A Purchasers, the definition
of  "Class A Invested Amount", or reduce the percentage specified
in the definition of Required Class A Owners or Required Class  A
Purchasers, in each case without the written consent of all Class
A  Purchasers  or (iii) amend, modify or waive any  provision  of
Section  7 of this Agreement without the written consent  of  the
Agent, the Administrative Agent, the Required Class A Owners  and
Required Class A Purchasers.  Any waiver of any provision of this
Agreement  shall  be limited to the provisions  specifically  set
forth  therein for the period of time set forth therein and shall
not  be  construed to be a waiver of any other provision of  this
Agreement.

           Each  party hereto agrees, at the request of the Agent
from  time to time to enter into or to consent to, as applicable,
any  amendments or other modifications to this Agreement  or  the
Related Documents, other than those requiring the consent of  all
Class A Purchasers as provided above in this subsection, and  the
Transferor  agrees to cause its Certificate of Incorporation  and
Bylaws  to  be amended or otherwise modified, as shall reasonably
be determined by the Agent to be required for any initial Class A
Purchaser  which is a Structured Purchaser to obtain or  maintain
an  informal rating of the Class A Certificates which will permit
such Structured Purchaser's commercial paper notes to maintain at
least  the rating from Standard & Poor's and Moody's as in effect
immediately prior to such Structured Purchaser's becoming a Class
A  Purchaser after giving effect to its initial purchase  of  the
Class  A Certificates and to purchases from time to time by  such
Structured  Purchaser of VFC Additional Class A Invested  Amounts
as  contemplated by this Agreement, without giving effect to  any
increase in any letter of credit or other enhancement provided to
such  Structured Purchaser (other than liquidity support provided
to such Structured Purchaser by Affected Parties).

           The Administrative Agent may cast any vote or give any
direction under the Pooling and Servicing Agreement on behalf  of
the  Class A Certificateholders if it has been directed to do  so
by  (i)  the Required Class A Owners, (ii) the Required  Class  A
Purchasers,  and (iii) by the Class B Purchasers (as  defined  in
the  Class  B Certificate Purchase Agreement) required under  the
terms  of  Section  9.1  of  the  Class  B  Certificate  Purchase
Agreement.

           9.2   Notices.  (a)  All notices, requests and demands
to or upon the respective parties hereto to be effective shall be
in  writing  (including by telecopy, telegraph  or  telex),  and,
unless  otherwise expressly provided herein, shall be  deemed  to
have  been duly given or made when delivered by hand, or, in  the
case  of mail or telecopy notice, when received, or, in the  case
of  telegraphic notice, when delivered to the telegraph  company,
or, in the case of telex notice, when sent, answer back received,
addressed as follows or, with respect to a Class A Purchaser,  as
set  forth  in  its  respective Joinder  Supplement  or  Transfer
Supplement, or to such other address as may be hereafter notified
by the respective parties hereto:

          The Transferor:     Prime II Receivables Corporation
                    9111 Duke Boulevard
                    Mason, Ohio 45040
                    Attention:  President
                    Telephone: (513) 573-2048
                    Telefax: (513) 573-2039


               The Servicer:       FDS National Bank
                    9111 Duke Boulevard
                    Mason, Ohio 45040
                    Attention:  Chief Financial Officer
                    Telephone:  (513) 573-2265
                    Telefax:  (513) 573-2720

                    With a copy to:

                    Federated Department Stores, Inc.
                    7 West Seventh Street
                    Cincinnati, Ohio 45202
                    Attention:  General Counsel
                    Telephone: (513) 579-7000
                    Telefax: (513) 579-7462


               The Trustee:        The Chase Manhattan Bank
                    450 West 33rd Street
                    New York, New York 10001
                    Attention: Capital Markets Fiduciary Services
                    Telephone: (212) 946-8608
                    Telefax: (212) 946-3240


     The Agent      PNC Bank, National Association
     or the              One PNC Plaza
     Administrative 249 Fifth Avenue
     Agent:         Pittsburgh, Pennsylvania 15220-2707
                    Attention: John Smathers
                    Telephone: (412) 762-6440
                    Telefax:  (412) 762-9814


     Moody's:       Moody's Investors Service, Inc.
                    99 Church Street
                    New York, New York  10007
                    Attention:   ABS Monitoring Department, 4th Floor
                    Telephone:  (212) 553-3607
                    Telefax:     (212) 553-4773


     Standard       Standard & Poor's Ratings Services
     & Poor's:      26 Broadway, 15th Floor
                    New York, New York  10004
                    Attention: Asset-Backed   Surveillance Department
                    Telephone:  (212) 208-1892
                    Telefax:     (212) 412-0323

           (b)  All payments to be made to the Agent or any Class
A  Purchaser hereunder shall be made in United States dollars and
in   immediately  available  funds  not  later  than  2:30   p.m.
Pittsburgh,  Pennsylvania time on the date payment is  due,  and,
unless  otherwise specifically provided herein, shall be made  to
the  Agent,  for  the  account of one or  more  of  the  Class  A
Purchasers  or for its own account, as the case may  be.   Unless
otherwise directed by the Agent, all payments to it shall be made
by federal wire (ABA #043-000-096) and telegraph name:  PNC Bank,
National  Association and (a) in the case of payments  to  Market
Street  Capital Corp., to DDA #1002420425, or (b) in the case  of
payments   to   Market   Street  Funding  Corporation,   to   DDA
#1002422076,  and,  in either case, including  the  federal  wire
number, to Asset-Backed Securities Group, Attn:  John Smathers of
PNC (412-762-6440).

           9.3   No  Waiver; Cumulative Remedies.  No failure  to
exercise and no delay in exercising, on the part of the Agent  or
any  Class  A  Purchaser, any right, remedy, power  or  privilege
hereunder  or  under  any  of the other Related  Documents  shall
operate  as  a  waiver thereof; nor shall any single  or  partial
exercise  of  any right, remedy, power or privilege hereunder  or
under  any of the other Related Documents preclude any  other  or
further  exercise  thereof or the exercise of  any  other  right,
remedy,  power  or privilege.  The rights, remedies,  powers  and
privileges provided herein and in the other Related Documents are
cumulative and not exclusive of any rights, remedies, powers  and
privileges provided by law.

           9.4  Successors and Assigns.  This Agreement shall  be
binding  upon  and  inure to the benefit of the  Transferor,  the
Servicer,  the  Agent,  the Administrative  Agent,  the  Class  A
Purchasers,  any  Assignee  and their respective  successors  and
assigns,  except  that the Transferor and the  Servicer  may  not
assign  or transfer any of their respective rights or obligations
under this Agreement except as provided herein and in the Pooling
and Servicing Agreement, without the prior written consent of the
Required Class A Owners and the Required Class A Purchasers.

           9.5  Successors to Servicer.  (a)  In the event that a
transfer of servicing occurs under Article VIII or Article  X  of
the  Pooling  and  Servicing Agreement, (i) from  and  after  the
effective date of such transfer, the Successor Servicer shall  be
the  successor  in  all  respects to the Servicer  and  shall  be
responsible for the performance of all functions to be  performed
by  the Servicer from and after such date, except as provided  in
the  Pooling and Servicing Agreement, and shall be subject to all
the  responsibilities,  duties and liabilities  relating  thereto
placed  on  the Servicer by the terms and provisions hereof,  and
all  references in this Agreement to the Servicer shall be deemed
to  refer to the Successor Servicer, and (ii) as of the  date  of
such  transfer,  the Successor Servicer shall be deemed  to  have
made  with  respect to itself the representations and  warranties
made  by  the Servicer in Section 4.2 (in the case of  subsection
4.2(a) with appropriate factual changes); provided, however, that
the  references to the Servicer contained in Section 5.1 of  this
Agreement  shall be deemed to refer to the Servicer with  respect
to responsibilities, duties and liabilities arising out of an act
or  acts, or omission, or an event or events giving rise to  such
responsibilities,  duties and liabilities  and  occurring  during
such time that the Servicer was Servicer under this Agreement and
shall  be deemed to refer to the Successor Servicer with  respect
to responsibilities, duties and liabilities arising out of an act
or  acts, or omission, or an event or events giving rise to  such
responsibilities,  duties and liabilities  and  occurring  during
such time that the Successor Servicer acts as Servicer under this
Agreement; provided, however, to the extent that an obligation to
indemnify  the Class A Purchasers under Section 2.7 arises  as  a
result of any act or failure to act of any Successor Servicer  in
the  performance of servicing obligations under the  Pooling  and
Servicing  Agreement  or  the  Supplement,  such  indemnification
obligation  shall  be of the Successor Servicer  and  not  FDSNB.
Upon  the  transfer  of servicing to a Successor  Servicer,  such
Successor  Servicer  shall furnish to the  Agent  copies  of  its
audited  annual  financial  statements  for  each  of  the  three
preceding  fiscal  years or if the Trustee or any  other  banking
institution  becomes  the  Successor  Servicer,  such   Successor
Servicer   shall  provide,  in  lieu  of  the  audited  financial
statements required in the immediately preceding clause, complete
and  correct  copies of the publicly available  portions  of  its
Consolidated Reports of Condition and Income as submitted to  the
Federal  Deposit  Insurance Corporation for the two  most  recent
year end periods.

              (b)   In  the  event  that any Person  becomes  the
successor  to  the  Transferor pursuant to  Article  VII  of  the
Pooling  and  Servicing Agreement, from and after  the  effective
date of such transfer, such successor to the Transferor shall  be
the  successor  in all respects to the Transferor  and  shall  be
responsible for the performance of all functions to be  performed
by the Transferor from and after such date, except as provided in
the  Pooling and Servicing Agreement, and shall be subject to all
the  responsibilities,  duties and liabilities  relating  thereto
placed on the Transferor by the terms and provisions hereof,  and
all  references  in  this Agreement to the  Transferor  shall  be
deemed  to  refer  to the successor to the Transferor;  provided,
however,  that  the  references to the  Transferor  contained  in
Sections  2.5, 2.7 and 5.1 of this Agreement shall be  deemed  to
refer  to  Prime  II  Receivables  Corporation  with  respect  to
responsibilities, duties and liabilities arising out of an act or
acts,  or  omission, or an event or events giving  rise  to  such
responsibilities,  duties and liabilities  and  occurring  during
such  time  that Prime II Receivables Corporation was  Transferor
under  this  Agreement  and  shall be  deemed  to  refer  to  the
successor to Prime II Receivables Corporation as Transferor  with
respect  to responsibilities, duties and liabilities arising  out
of an act or acts, or omission, or an event or events giving rise
to  such  responsibilities, duties and liabilities and  occurring
during  such  time  that the successor to  Prime  II  Receivables
Corporation acts as Transferor under this Agreement.

           9.6  Counterparts.  This Agreement may be executed  by
one  or  more of the parties to this Agreement on any  number  of
separate  counterparts,  and  all  of  said  counterparts   taken
together  shall  be  deemed  to  constitute  one  and  the   same
instrument.

           9.7   Severability.  Any provisions of this  Agreement
which  are prohibited or unenforceable in any jurisdiction shall,
as  to  such jurisdiction, be ineffective to the extent  of  such
prohibition   or   unenforceability  without   invalidating   the
remaining   provisions  hereof,  and  any  such  prohibition   or
unenforceability  in  any jurisdiction shall  not  invalidate  or
render unenforceable such provisions in any other jurisdiction.

           9.8  Integration.  This Agreement and the Class A  Fee
Letter  represent the agree ment of the Agent, the Administrative
Agent,  the  Transferor, the Servicer and the Class A  Purchasers
with  respect  to  the subject matter hereof, and  there  are  no
promises,  undertakings, representations  or  warranties  by  the
Class  A  Purchasers,  the  Agent  or  the  Administrative  Agent
relative  to  subject matter hereof not expressly  set  forth  or
referred to herein or therein.  FDSNB shall retain a copy of each
of  the  above-referenced  agreements as  part  of  its  official
records.

           9.9  Governing Law.  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW  OF
THE STATE OF NEW YORK.

           9.10 Termination.  This Agreement shall remain in full
force  and  effect until the earlier to occur of (a)  payment  in
full  of  the  Class  A Repayment Amount and  all  other  amounts
payable   to   the  Class  A  Purchasers,  the  Agent   and   the
Administrative  Agent  hereunder  and  the  termination  of   all
Commitments and (b) the Series 1999-1 Termination Date; provided,
however,  that  if  the Class A Repayment Amount  and  all  other
amounts  payable to the Class A Purchasers hereunder are paid  in
full and all Commitments have terminated prior to the Series 1999-
1  Termination  Date,  the Agent shall notify  the  Trustee  that
thereafter  all  amounts  otherwise  payable  to  the   Class   A
Purchasers  hereunder shall be payable to the Transferor  or  any
Person  designated  thereby;  and  provided,  further,  that  the
provisions of Sections 2.4, 2.5, 2.6, 2.7 and 7.7 and subsections
9.12(a)  and 9.12(b) shall survive termination of this  Agreement
and  amounts  payable to the Class A Purchasers thereunder  shall
remain payable to the Class A Purchasers.

           9.11 Action by Servicer.  Wherever the Trustee or  the
Trust  is  authorized or required to take an  action  or  give  a
notice pursuant to this Agreement and if the Trustee fails timely
to  take  such  action  or  give such  notice  pursuant  to  this
Agreement  after  being requested to do so by the  Servicer,  the
Servicer shall take such action or give such notice on behalf  of
the Trustee or the Trust.

            9.12  Limited  Recourse;  No  Proceedings.   (a)  The
obligations  of  the  Transferor  and  the  Servicer  under  this
Agreement  are  several (except as specifically provided  herein)
and  are  solely the corporate obligations of the Transferor  and
the  Servicer.  No recourse shall be had for the payment  of  any
fee  or  other obligation or claim arising out of or relating  to
this  Agreement or any other agreement, instrument,  document  or
certificate  executed and delivered or issued by  the  Transferor
and  the  Servicer  or any officer of any of them  in  connection
therewith,  against any stockholder, employee, officer,  director
or  incorporator of the Transferor or the Servicer,  and  neither
the Agent nor any Class A Purchaser shall look to any property or
assets  of  the Transferor, other than to (a) amounts payable  to
the  Transferor  under  the Receivables Purchase  Agreement,  any
Supplement  or the Pooling and Servicing Agreement  and  (b)  any
other  assets of the Transferor not pledged to third  parties  or
otherwise  encumbered in any manner permitted by the Transferor's
Certificate  of  Incorporation.  Each Class A Purchaser  and  the
Agent   hereby  agrees  that  to  the  extent  such   funds   are
insufficient or unavailable to pay any amounts owing to it by the
Transferor  pursuant to this Agreement, prior to the  earlier  of
the Trust Termination Date or the commencement of a bankruptcy or
insolvency proceeding by or against the Transferor, it shall  not
constitute  a  claim  against the Transferor.   Nothing  in  this
paragraph  shall limit or otherwise affect the liability  of  the
Servicer with respect to any amounts owing by it hereunder or the
right  of  the  Agent or any Class A Purchaser  to  enforce  such
liability against the Servicer or any of its assets.

              (b)   Each of the Transferor, the Servicer and  the
Trustee hereby agrees that it shall not institute or join against
any    Structured    Lender   any   bankruptcy,   reorganization,
arrangement,  insolvency  or  liquidation  proceeding,  or  other
proceeding under any federal or state bankruptcy or similar  law,
for one year and a day after the latest maturing commercial paper
note,  medium  term note or other debt security  issued  by  such
Structured  Lender is paid.  The foregoing shall  not  limit  the
Transferor's, the Servicer's or the Trustee's right to  file  any
claim  in  or otherwise take any action with respect to any  such
bankruptcy,    reorganization,   arrangement,    insolvency    or
liquidation  proceeding that was instituted by any  Person  other
than the Transferor, the Servicer or the Trustee.

           9.13 Survival of Representations and Warranties.   All
representations  and  warranties  made  hereunder  and   in   any
document,  certificate or statement delivered pursuant hereto  or
in  connection herewith shall survive the execution and  delivery
of  this  Agreement,  the purchase of the  Class  A  Certificates
hereunder and the termination of this Agreement.

           9.14 Submission to Jurisdiction; Waivers.  EACH OF THE
TRANSFEROR,  THE ADMINISTRATIVE AGENT, THE SERVICER,  THE  TRUST,
THE  TRUSTEE,  THE  AGENT  AND  EACH  CLASS  A  PURCHASER  HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

             (A)  SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY
          LEGAL  ACTION  OR  PROCEEDING  RELATING  TO   THIS
          AGREEMENT  TO  WHICH  IT  IS  A  PARTY,   OR   FOR
          RECOGNITION  AND  ENFORCEMENT OF ANY  JUDGMENT  IN
          RESPECT  THEREOF,  TO  THE  NON-EXCLUSIVE  GENERAL
          JURISDICTION  OF THE COURTS OF THE  STATE  OF  NEW
          YORK  AND  THE  UNITED STATES OF AMERICA  FOR  THE
          SOUTHERN  DISTRICT  OF  NEW  YORK,  AND  APPELLATE
          COURTS FROM ANY THEREOF;

               (B)    CONSENTS  THAT  ANY  SUCH  ACTION   OR
          PROCEEDING  MAY  BE  BROUGHT IN  SUCH  COURTS  AND
          WAIVES  ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
          HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
          IN   ANY  SUCH  COURT  OR  THAT  SUCH  ACTION   OR
          PROCEEDING  WAS  BROUGHT IN AN INCONVENIENT  COURT
          AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

             (C)  AGREES THAT SERVICE OF PROCESS IN ANY SUCH
          ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING  A
          COPY  THEREOF BY REGISTERED OR CERTIFIED MAIL  (OR
          ANY  SUBSTANTIALLY SIMILAR FORM OF MAIL),  POSTAGE
          PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN
          SECTION 9.2 OR AT SUCH OTHER ADDRESS OF WHICH  THE
          AGENT  SHALL HAVE BEEN NOTIFIED PURSUANT  THERETO;
          AND

              (D)   AGREES THAT NOTHING HEREIN SHALL  AFFECT
          THE  RIGHT  TO  EFFECT SERVICE OF PROCESS  IN  ANY
          OTHER  MANNER PERMITTED BY LAW OR SHALL LIMIT  THE
          RIGHT TO SUE IN ANY OTHER JURISDICTION.

           9.15  WAIVERS  OF  JURY TRIAL.   THE  TRANSFEROR,  THE
SERVICER,  THE  TRUST, THE TRUSTEE, THE AGENT  AND  THE  CLASS  A
PURCHASERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL  BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR  ANY  OTHER DOCUMENT OR INSTRUMENT RELATED HERETO AND FOR  ANY
COUNTERCLAIM THEREIN.

          IN WITNESS WHEREOF, the parties hereto have caused this
Certificate  Purchase  Agreement to be  duly  executed  by  their
respective officers as of the day and year first above written.

                         PRIME II RECEIVABLES CORPORATION,
                           as Transferor


                         By:  /s/  Susan P. Storer
                               Name: Susan P. Storer
                               Title:  President


                         FDS NATIONAL BANK


                         By:  /s/  Susan R. Robinson
                               Name:  Susan R. Robinson
                               Title:  Treasurer


                         PNC BANK, NATIONAL ASSOCIATION,
                            as Agent and as Administrative Agent


                         By:  /s/ John T. Smathers
                               Name:  John T. Smathers
                               Title:  Vice President





                                                        EXHIBIT A

                    FORM OF INVESTMENT LETTER

                             [Date]


Prime II Receivables Corporation
9111 Duke Boulevard
Mason, Ohio  45040
Attention:  President

     Re   Prime Credit Card Master Trust II Class A
          Variable Funding Certificates, Series 1999-1

Ladies and Gentlemen:

          This letter (the "Investment Letter") is delivered by
the undersigned (the "Purchaser") pursuant to subsection 8.1(a)
of the Class A Certificate Purchase Agreement dated as of July 6,
1999 (as in effect, the "Certificate Purchase Agreement"), among
the Transferor, FDS National Bank, as Servicer, the Class A
Purchasers parties thereto and PNC Bank, National Association, as
Agent and Administrative Agent.  Capitalized terms used herein
without definition shall have the meanings set forth in the
Certificate Purchase Agreement.  The Purchaser represents to and
agrees with the Transferor as follows:

          (a)  The Purchaser is authorized [to enter into the
     Certificate Purchase Agreement and to perform its
     obligations thereunder and to consummate the transactions
     contemplated thereby] [to purchase a participation in
     obligations under the Certificate Purchase Agreement].

          (b)  The Purchaser has such knowledge and experience in
     financial and business matters as to be capable of
     evaluating the merits and risks of its investment in the
     Class A Certificates and is able to bear the economic risk
     of such investment.  The Purchaser has been afforded the
     opportunity to ask such questions as it deems necessary to
     make an investment decision, and has received all
     information it has requested in connection with making such
     investment decision.  The Purchaser has, independently and
     without reliance upon the Agent, the Administrative Agent or
     any other Class A Purchaser, and based on such documents and
     information as it has deemed appropriate, made its own
     appraisal of and investigation into the business,
     operations, property, financial and other condition and
     creditworthiness of the Trust, the Transferor and the
     Servicer and made its own decision to purchase its interest
     in the Class A Certificates, and will, independently and
     without reliance upon the Agent, the Administrative Agent or
     any other Class A Purchaser, and based on such documents and
     information as it shall deem appropriate at the time,
     continue to make its own analysis, appraisals and decisions
     in taking or not taking action under the Certificate
     Purchase Agreement, and to make such investigation as it
     deems necessary to inform itself as to the business,
     operations, property, financial and other condition and
     creditworthiness of the Trust, the Transferor and the
     Servicer.

          (c)  The Purchaser is an "accredited investor", as
     defined in Rule 501, promulgated by the Securities and
     Exchange Commission (the "Commission") under the Securities
     Act of 1933, as amended (the "Securities Act"), or is a
     qualified institutional buyer (within the meaning thereof in
     Rule 144A under the Securities Act).  The Purchaser
     understands that the offering and sale of the Class A
     Certificates has not been and will not be registered under
     the Securities Act and has not and will not be registered or
     qualified under any applicable "Blue Sky" law, and that the
     offering and sale of the Class A Certificate has not been
     reviewed by, passed on or submitted to any federal or state
     agency or commission, securities exchange or other
     regulatory body.

          (d)  The Purchaser is acquiring an interest in Class A
     Certificates without a view to any distribution, resale or
     other transfer thereof except as contemplated in the
     following sentence.  The Purchaser will not resell or
     otherwise transfer any interest or participation in the
     Class A Certificates, except in accordance with Sections 8.1
     of the Certificate Purchase Agreement and (i) in a
     transaction exempt from the registration requirements of the
     Securities Act of 1933, as amended, and applicable state
     securities or "blue sky" laws; (ii) to the Transferor or any
     affiliate of the Transferor; or (iii) to a person who the
     Purchaser reasonably believes is a qualified institutional
     buyer (within the meaning thereof in Rule 144A under the
     Securities Act) that is aware that the resale or other
     transfer is being made in reliance upon Rule 144A.  In
     connection therewith, the Purchaser hereby agrees that it
     will not resell or otherwise transfer the Class A
     Certificates or any interest therein unless the purchaser
     thereof provides to the addressee hereof a letter
     substantially in the form hereof.

          [(e) The Purchaser hereby certifies to the Transferor,
     the Servicer and the Trustee that it has neither acquired
     nor will it sell, trade or transfer any interest in a Class
     A Certificate or cause an interest in a Class A Certificate
     to be marketed on or through an "established securities
     market" within the meaning of Section 7704(b)(1) of the
     Internal Revenue Code of 1986, as amended (the "Code") and
     any proposed, temporary or final treasury regulation
     thereunder, including, without limitation, an over-the-
     counter-market or an interdealer quotation system that
     regularly disseminates firm buy or sell quotations.  In
     addition, the Purchaser hereby certifies that it is not and,
     for so long as it holds any interest in a Class A
     Certificate will not become a partnership, Subchapter S
     corporation or grantor trust for U.S. federal income tax
     purposes.  The Purchaser acknowledges that the opinion of
     counsel to the effect that the Trust will not be treated as
     a publicly traded partnership taxable as a corporation is
     dependent in part on the accuracy of the certifications
     described in this paragraph.][To be included only if
     required by Section 6.18 of the Pooling and Servicing
     Agreement.]

          [(e)][(f)]     This Investment Letter has been duly
     executed and delivered and constitutes the legal, valid and
     binding obligation of the Purchaser, enforceable against the
     Purchaser in accordance with its terms, except as such
     enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws or equitable
     principles affecting the enforcement of creditors' rights
     generally and general principles of equity.

          [(f)][(g)]     The Purchaser understands that the Class
     A Certificates will bear a legend to substantially the
     following effect:

               THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
          ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE
          SECURITIES ACT.  NO RESALE OR OTHER TRANSFER OF THIS
          CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
          ACT, (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
          SECURITIES OR "BLUE SKY" LAWS.  NEITHER THE TRANSFEROR
          NOR THE TRUSTEE IS OBLIGATED TO REGISTER THE
          CERTIFICATES UNDER THE SECURITIES ACT OR ANY OTHER
          SECURITIES OR "BLUE SKY" LAW.

               EACH HOLDER OF THIS CERTIFICATE OR AN INTEREST
          THEREIN, BY ACCEPTING AND HOLDING THIS CERTIFICATE, IS
          DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT
          (I) AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3)
          OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
          OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(l)
          OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
          (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
          ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.


                                     Very truly yours,

                                   [NAME OF PURCHASER]


                                   By:___________________________
                                      Name:
                                      Title:




                                                        EXHIBIT B


                   FORM OF JOINDER SUPPLEMENT

          THIS JOINDER SUPPLEMENT ("Supplement"), dated as of the
date set forth in Item 1 of Schedule I hereto, among Prime II
Receivables Corporation (the "Transferor"), the Class A Purchaser
set forth in Item 2 of Schedule I hereto (the "Additional Class A
Purchaser"), and PNC Bank, National Association, as Agent for the
Class A Purchasers under, and as defined in, the Certificate
Purchase Agreement described below (in such capacity, the
"Agent").

                      W I T N E S S E T H:

          WHEREAS, this Supplement is being executed and
delivered in accordance with subsection 2.2(d) of the Class A
Certificate Purchase Agreement, dated as of July 6, 1999, among
the Transferor, FDS National Bank, as Servicer, the Class A
Purchasers parties thereto, the Agent and PNC Bank, National
Association, as Administrative Agent (as from time to time
amended, supplemented or otherwise modified in accordance with
the terms thereof, the "Certificate Purchase Agreement"; unless
otherwise defined herein, terms defined in the Certificate
Purchase Agreement are used herein as therein defined); and

          WHEREAS, the Additional Class A Purchaser (if it is not
already a Class A Purchaser party to the Certificate Purchase
Agreement) wishes to become a Class A Purchaser party to the
Certificate Purchase Agreement;

          NOW, THEREFORE, the parties hereto hereby agree as
follows:

          (a)  Upon receipt by the Agent of five counterparts of
this Supplement, to each of which is attached a fully completed
Schedule I and Schedule II, each of which has been executed by
the Additional Class A Purchaser, the Transferor and the Agent,
the Agent will transmit to the Servicer, the Transferor, the
Trustee, the Administrative Agent and the Additional Class A
Purchaser a Joinder Effective Notice, substantially in the form
of Schedule III to this Supplement (a "Joinder Effective
Notice").  Such Joinder Effective Notice shall be executed by the
Agent and shall set forth, inter alia, the date on which the
transfer effected by this Supplement shall become effective (the
"Joinder Effective Date").   From and after the Joinder Effective
Date, the Additional Class A Purchaser shall be a Class A
Purchaser party to the Certificate Purchase Agreement for all
purposes thereof and shall be a Noncommitted Class A Purchaser
or Committed Class A Purchaser, as the case may be, as set forth
in Schedule II hereto, having an initial Noncommitted Purchaser
Percentage or Commited Purchaser Percentage, as applicable, and a
Commitment, if applicable, as set forth in such Schedule II.

          (b)  Concurrently with the execution and delivery
hereof, the Additional Class A Purchaser will deliver to the
Transferor and the Trustee an executed Investment Letter in the
form of Exhibit A to the Certificate Purchase Agreement.

          (c)  Each of the parties to this Supplement agrees and
acknowledges that at any time and from time to time upon the
written request of any other party, it will execute and deliver
such further documents and do such further acts and things as
such other party may reasonably request in order to effect the
purposes of this Supplement.

          (d)  By executing and delivering this Supplement, the
Additional Class A Purchaser confirms to and agrees with the
Agent, the Administrative Agent and the Class A Purchasers as
follows:  (i) neither the Agent, the Administrative Agent nor any
other Class A Purchaser makes any representation or warranty or
assumes any responsibility with respect to any statements,
warranties or representations made in or in connection with the
Certificate Purchase Agreement (other then representations or
warranties made by such respective parties) or the execution,
legality, validity, enforceability, genuineness, sufficiency or
value of the Certificate Purchase Agreement or any other
instrument or document furnished pursuant thereto, or with
respect to the Trust, the financial condition of the Servicer,
the Transferor or the Trustee, or the performance or observance
by the Servicer, the Transferor or the Trustee of any of their
respective obligations under the Certificate Purchase Agreement
or the Pooling and Servicing Agreement or any other instrument or
document furnished pursuant hereto; (ii) the Additional Class A
Purchaser confirms that it has received a copy of such documents
and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Supplement; (iii)
the Additional Class A Purchaser will, independently and without
reliance upon the Agent, the Administrative Agent or any other
Class A Purchaser and based on such documents and information as
it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the
Certificate Purchase Agreement; (iv) each Purchasing Class A
Purchaser appoints and authorizes the Agent and the
Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Certificate Purchase
Agreement and the Supplement as are delegated to the Agent or the
Administrative Agent, as applicable, by the terms thereof,
together with such powers as are reasonably incidental thereto,
all in accordance with Section 7 of the Certificate Purchase
Agreement; and (vi) the Additional Class A Purchaser agrees (for
the benefit of the Agent, the Administrative Agent, the other
Class A Purchasers, the Trustee, the Servicer and the Transferor)
that it will perform in accordance with their terms all of the
obligations which by the terms of the Certificate Purchase
Agreement are required to be performed by it as a Class A
Purchaser which is a Noncommitted Class A Purchaser or Committed
Class A Purchaser, as the case may be, as specified in Schedule
II hereto.

          (e)  Schedule II hereto sets forth the Commitment and
the Commitment Expiration Date, if applicable, and the initial
Investing Office of the Additional Class A Purchaser, as well as
administrative information with respect to the Additional Class A
Purchaser.

          (f)  This Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be executed by their respective duly authorized
officers on Schedule I hereto as of the date set forth in Item 1
of Schedule I hereto.





                                                    SCHEDULE I TO
                                               JOINDER SUPPLEMENT


                  COMPLETION OF INFORMATION AND
                SIGNATURES FOR JOINDER SUPPLEMENT


          Re:  Class A Certificate Purchase Agreement, dated as
          of July 6, 1999, among Prime II Receivables
          Corporation, as Transferor, FDS National Bank, as
          Servicer, the Class A Purchasers party thereto and PNC
          Bank, National Association, as Agent and as
          Administrative Agent.


Item 1:   Date of Joinder Supplement:

Item 2:   Additional Class A Purchaser:

Item 3:   Signatures of Parties to Agreement:



                              as Additional Class A Purchaser

                              By:
                                    Name:
                                    Title:

                              [By:
                                    Name:
                                    Title:]

                              PRIME II RECEIVABLES CORPORATION,
                                as Transferor

                              By:
                                    Name:
                                    Title:

                              PNC BANK, NATIONAL ASSOCIATION,
                                 as Agent

                              By:
                                    Name:
                                    Title:

                              By:
                                    Name:
                                    Title:

ACCEPTED BY:

PNC BANK, NATIONAL ASSOCIATION, as
   Administrative Agent


By:
      Name:
      Title:

By:
      Name:
      Title:


FDS NATIONAL BANK, as Servicer


By:
      Name:
      Title:






                                                   SCHEDULE II TO
                                               JOINDER SUPPLEMENT


              LIST OF INVESTING OFFICES, ADDRESSES
                   FOR NOTICES AND COMMITMENT



[Additional Class A Purchaser]

     Noncommitted Class A Purchaser:       Yes/No

          Initial Noncommitted Purchaser Percentage:   _______%
               (if applicable)

     Committed Class A Purchaser:     Yes/No

          Initial Committed Purchaser Percentage:      _______%
               (if applicable)

          Commitment:                        $____________

          Commitment Expiration Date:        _____________


Address for Notices:


Investing Office:





                                                  SCHEDULE III TO
                                               JOINDER SUPPLEMENT


                             FORM OF
                    JOINDER EFFECTIVE NOTICE


To:  [Name and address of
     Transferor, Servicer, Trustee, Administrative
     Agent and Additional Class A Purchaser]

          The undersigned, as Agent under the Class A Certificate
Purchase Agreement, dated as of July 6, 1999, among Prime II
Receivables Corporation, as Transferor, FDS National Bank, as
Servicer, the Class A Purchasers parties thereto and PNC Bank,
National Association, as Agent for the Class A Purchasers and as
Administrative Agent thereunder, acknowledges receipt of five
executed counterparts of a completed Joinder Supplement. [Note:
attach copies of Schedules I and II from such Agreement.]  Terms
defined in such Supplement are used herein as therein defined.

          Pursuant to such Supplement, you are advised that the
Joinder Effective Date will be _____________, 199_.


                                     Very truly yours,

                                   PNC BANK, NATIONAL
                                   ASSOCIATION,
                                      as Agent


                                   By:_______________________
                                         Name:
                                         Title:


                                   By:_______________________
                                         Name:
                                         Title:





                                                        EXHIBIT C


                   FORM OF TRANSFER SUPPLEMENT

          THIS TRANSFER SUPPLEMENT ("Supplement"), dated as of
the date set forth in Item 1 of Schedule I hereto, among the
Transferor Class A Purchaser set forth in Item 2 of Schedule I
hereto (the "Transferor Class A Purchaser"), the Purchasing Class
A Purchaser set forth in Item 3 of Schedule I hereto (the
"Purchasing Class A Purchaser"), and PNC Bank, National
Association, as Agent for the Class A Purchasers under, and as
defined in, the Certificate Purchase Agreement described below
(in such capacity, the "Agent").

                      W I T N E S S E T H:

          WHEREAS, this Supplement is being executed and
delivered in accordance with subsection 8.1(e) of the Class A
Certificate Purchase Agreement, dated as of July 6, 1999, among
Prime II Receivables Corporation, as Transferor, FDS National
Bank, as Servicer, the Class A Purchasers parties thereto, the
Agent and PNC Bank, National Association, as Administrative Agent
(as from time to time amended, supplemented or otherwise modified
in accordance with the terms thereof, the "Certificate Purchase
Agreement"; unless otherwise defined herein, terms defined in the
Certificate Purchase Agreement are used herein as therein
defined);

          WHEREAS, the Purchasing Class A Purchaser (if it is not
already a Class A Purchaser party to the Certificate Purchase
Agreement) wishes to become a Class A Purchaser party to the
Certificate Purchase Agreement and the Purchasing Class A
Purchaser wishes to acquire and assume from the Transferor Class
A Purchaser, certain of the rights, obligations and commitments
under the Certificate Purchase Agreement; and

          WHEREAS, the Transferor Class A Purchaser wishes to
sell and assign to the Purchasing Class A Purchaser, certain of
its rights, obligations and commitments under the Certificate
Purchase Agreement.

          NOW, THEREFORE, the parties hereto hereby agree as
follows:

          (a)  Upon receipt by the Agent of five counterparts of
this Supplement, to each of which is attached a fully completed
Schedule I and Schedule II, each of which has been executed by
the Transferor Class A Purchaser, the Purchasing Class A
Purchaser and the Agent, the Agent will transmit to the Servicer,
the Transferor, the Trustee, the Transferor Class A Purchaser and
the Purchasing Class A Purchaser a Transfer Effective Notice,
substantially in the form of Schedule III to this Supplement (a
"Transfer Effective Notice").  Such Transfer Effective Notice
shall be executed by the Agent and shall set forth, inter alia,
the date on which the transfer effected by this Supplement shall
become effective (the "Transfer Effective Date").  Subject to the
prior written consent, if applicable, of the Transferor and the
Servicer to such transfer in the form of Schedule IV to this
Supplement, from and after the Transfer Effective Date the
Purchasing Class A Purchaser shall be a Class A Purchaser party
to the Certificate Purchase Agreement for all purposes thereof as
a Noncommitted Class A Purchaser or Committed Class A Purchaser,
as specified on Schedule II to this Supplement.

          (b)  At or before 12:00 Noon, local time of the
Transferor Class A Purchaser, on the Transfer Effective Date, the
Purchasing Class A Purchaser shall pay to the Transferor Class A
Purchaser, in immediately available funds, an amount equal to the
purchase price, as agreed between the Transferor Class A
Purchaser and such Purchasing Class A Purchaser (the "Purchase
Price"), of the portion set forth on Schedule II hereto being
purchased by such Purchasing Class A Purchaser of the outstanding
Class A Invested Amount under the Class A Variable Funding
Certificate owned by the Transferor Class A Purchaser (such
Purchasing Class A Purchaser's "Purchase Percentage") and other
amounts owing to the Transferor Class A Purchaser under the
Certificate Purchase Agreement or otherwise in respect of the
Class A Variable Funding Certificates.  Effective upon receipt by
the Transferor Class A Purchaser of the Purchase Price from the
Purchasing Class A Purchaser, the Transferor Class A Purchaser
hereby irrevocably sells, assigns and transfers to the Purchasing
Class A Purchaser, without recourse, representation or warranty,
and the Purchasing Class A Purchaser hereby irrevocably
purchases, takes and assumes from the Transferor Class A
Purchaser, the Purchasing Class A Purchaser's Purchase Percentage
of (i) the presently outstanding Class A Invested Amount under
the Class A Variable Funding Certificates owned by the Transferor
Class A Purchaser and other amounts owing to the Transferor Class
A Purchaser in respect of the Class A Variable Funding
Certificates, together with all instruments, documents and
collateral security pertaining thereto, and (ii) the Purchasing
Purchaser's Purchase Percentage of (A) if the Transferor Class A
Purchaser is a Noncommitted Class A Purchaser, the Noncommitted
Purchaser Percentage of the Transferor Class A Purchaser and the
other rights and duties of the Transferor Class A Purchaser under
the Certificate Purchase Agreement, or (B) if the Transferor
Class A Purchaser is a Committed Class A Purchaser, the Committed
Purchaser Percentage and the Commitment of the Transferor Class A
Purchaser and other rights, duties and obligations of the
Transferor Class A Purchaser under the Certificate Purchase
Agreement.  This Supplement is intended by the parties hereto to
effect a purchase by the Purchasing Class A Purchaser and sale by
the Transferor Class A Purchaser of interests in the Class A
Variable Funding Certificates, and it is not to be construed as a
loan or a commitment to make a loan by the Purchasing Class A
Purchaser to the Transferor Class A Purchaser.  The Transferor
Class A Purchaser hereby confirms that the amount of the Class A
Invested Amount is $                           and its Percentage
Interest thereof is ___%, which equals $
as of             , 199_.  Upon and after the Transfer Effective
Date (until further modified in accordance with the Certificate
Purchase Agreement), the Noncommitted Purchaser Percentage or
Commited Purchaser Percentage, as applicable of the Transferor
Class A Purchaser and the Purchasing Class A Purchaser and the
Commitment, if any, of the Transferor Class A Purchaser and the
Purchasing Class A Purchaser shall be as set forth in Schedule II
to this Supplement.

          (c)  The Transferor Class A Purchaser has made
arrangements with the Purchasing Class A Purchaser with respect
to (i) the portion, if any, to be paid, and the date or dates for
payment, by the Transferor Class A Purchaser to the Purchasing
Class A Purchaser of any fees heretofore received by the
Transferor Class A Purchaser pursuant to the Certificate Purchase
Agreement prior to the Transfer Effective Date and (ii) the
portion, if any, to be paid, and the date or dates for payment,
by the Purchasing Class A Purchaser to the Transferor Class A
Purchaser of fees or interest received by the Purchasing Class A
Purchaser pursuant to the Certificate Purchase Agreement or
otherwise in respect of the Class A Variable Funding Certificates
from and after the Transfer Effective Date.

          (d)  (i) All principal payments that would otherwise be
payable from and after the Transfer Effective Date to or for the
account of the Transferor Class A Purchaser in respect of the
Class A Variable Funding Certificates shall, instead, be payable
to or for the account of the Transferor Class A Purchaser and the
Purchasing Class A Purchaser, as the case may be, in accordance
with their respective interests as reflected in this Supplement.

               (ii)  All interest, fees and other amounts that
would otherwise accrue for the account of the Transferor Class A
Purchaser from and after the Transfer Effective Date pursuant to
the Certificate Purchase Agreement or in respect of the Class A
Variable Funding Certificates shall, instead, accrue for the
account of, and be payable to or for the account of, the
Transferor Class A Purchaser and the Purchasing Class A
Purchaser, as the case may be, in accordance with their
respective interests as reflected in this Supplement.  In the
event that any amount of interest, fees or other amounts accruing
prior to the Transfer Effective Date was included in the Purchase
Price paid by the Purchasing Class A Purchaser, the Transferor
Class A Purchaser and the Purchasing Class A Purchaser will make
appropriate arrangements for payment by the Transferor Class A
Purchaser to the Purchasing Class A Purchaser of such amount upon
receipt thereof from the Agent.

          (e)  Concurrently with the execution and delivery
hereof, the Purchasing Class A Purchaser will deliver to the
Transferor and the Trustee an executed Investment Letter in the
form of Exhibit A to the Certificate Purchase Agreement.

          (f)  Each of the parties to this Supplement agrees and
acknowledges that (i) at any time and from time to time upon the
written request of any other party, it will execute and deliver
such further documents and do such further acts and things as
such other party may reasonably request in order to effect the
purposes of this Supplement, and (ii) the Agent shall apply each
payment made to it under the Certificate Purchase Agreement,
whether in its individual capacity or as Agent, in accordance
with the provisions of the Certificate Purchase Agreement, as
appropriate.

          (g)  By executing and delivering this Supplement, the
Transferor Class A Purchaser and the Purchasing Class A Purchaser
confirm to and agree with each other, the Administrative Agent
and the Agent and the Class A Purchasers as follows:  (i) other
than the representation and warranty that it is the legal and
beneficial owner of the interest being assigned hereby free and
clear of any adverse claim, the Transferor Class A Purchaser
makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations
made in or in connection with the Certificate Purchase Agreement
or the Pooling and Servicing Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or
value of the Certificate Purchase Agreement or any other
instrument or document furnished pursuant thereto; (ii) the
Transferor Class A Purchaser makes no representation or warranty
and assumes no responsibility with respect to the Trust, the
financial condition of the Servicer, the Transferor or the
Trustee, or the performance or observance by the Servicer, the
Transferor or the Trustee of any of their respective obligations
under the Certificate Purchase Agreement, the Pooling and
Servicing Agreement or any other instrument or document furnished
pursuant hereto; (iii) each Purchasing Class A Purchaser confirms
that it has received a copy of such documents and information as
it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (iv) each Purchasing
Class A Purchaser will, independently and without reliance upon
the Agent, the Transferor Class A Purchaser or any other Class A
Purchaser and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Certificate
Purchase Agreement or the Pooling and Servicing Agreement; (v)
each Purchasing Class A Purchaser appoints and authorizes the
Agent and the Administrative Agent to take such action as agent
on its behalf and to exercise such powers under the Certificate
Purchase Agreement and the Pooling and Servicing Agreement as are
delegated to the Agent or the Administrative Agent, as the case
may be, by the terms thereof, together with such powers as are
reasonably incidental thereto, all in accordance with Section 7
of the Certificate Purchase Agreement; and (vi) each Purchasing
Class A Purchaser agrees (for the benefit of the Transferor Class
A Purchaser, the Agent, the Administrative Agent, the Class A
Purchasers, the Trustee, the Servicer and the Transferor) that it
will perform in accordance with their terms all of the
obligations which by the terms of the Certificate Purchase
Agreement are required to be performed by it as a Class A
Purchaser.

          (h)  Schedule II hereto sets forth the revised
Noncommitted Purchaser Percentage or the revised Committed
Purchaser Percentage and Commitment of the Transferor Class A
Purchaser, as applicable, the Noncommitted Purchaser Percentage
or the Committed Purchaser Percentage, Commitment and Commitment
Expiration Date of the Purchasing Class A Purchaser, as
applicable, and the initial Investing Office of the Purchasing
Class A Purchaser, as well as administrative information with
respect to the Purchasing Class A Purchaser.

          (i)  This Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be executed by their respective duly authorized
officers on Schedule I hereto as of the date set forth in Item 1
of Schedule I hereto.




                                                    SCHEDULE I TO
                                              TRANSFER SUPPLEMENT


                  COMPLETION OF INFORMATION AND
               SIGNATURES FOR TRANSFER SUPPLEMENT


          Re:  Class A Certificate Purchase Agreement, dated as
          of July 6, 1999, among Prime II Receivables
          Corporation, as Transferor, FDS National Bank, as
          Servicer, the Class A Purchasers party thereto and PNC
          Bank, National Association, as Agent and as
          Administrative Agent.


Item 1:   Date of Transfer Supplement:

Item 2:   Transferor Class A Purchaser:

Item 3:   Purchasing Class A Purchaser:

Item 4:   Signatures of Parties to Agreement:


                              as Transferor Class A Purchaser


                              By:
                                    Name:
                                    Title:

                              By:
                                    Name:
                                    Title:


                              as Purchasing Class A Purchaser

                              By:
                                    Name:
                                    Title:

                              By:
                                    Name:
                                    Title:

ACCEPTED BY:
PNC BANK, NATIONAL ASSOCIATION, as Agent


By:
      Name:
      Title:


By:
      Name:
      Title:





                                                   SCHEDULE II TO
                                              TRANSFER SUPPLEMENT


              LIST OF INVESTING OFFICES, ADDRESSES
                 FOR NOTICES, ASSIGNED INTEREST,
             PURCHASE PERCENTAGE AND PURCHASE PRICE


[Transferor Class A Purchaser]

A.   Noncommitted Class A Purchaser:    Yes/No

     If applicable:

          Noncommitted Purchaser Percentage:

          Transferor Class A Purchaser
          Noncommitted Purchaser Percentage
          Prior to Sale:   _____%

          Noncommitted Purchaser Percentage Sold:   _____%

          Noncommitted Purchaser Percentage Retained:    _____%

B.   Committed Class A Purchaser:       Yes/No

     If applicable:

          Committed Purchaser Percentage:

          Transferor Class A Purchaser
          Committed Purchaser Percentage
          Prior to Sale:   _____%

          Committed Purchaser Percentage Sold: _____%

          Committed Purchaser Percentage Retained:  _____%

          Commitment:

          Transferor Class A Purchaser Commitment
          Prior to Sale:   $________

          Commitment Sold: $________

          Commitment Retained:  $________

C.   Class A Invested Amount:

     Transferor Class A Purchaser
     Class A Invested Amount Prior to Sale:    $________

     Class A Invested Amount Sold:   $________

     Class A Invested Amount Retained:    $________

D.   Purchase Percentage:  _____%

[Purchasing Class A Purchaser]

A.   Noncommitted Class A Purchaser:    Yes/No

     If applicable:

          Initial Noncommitted Purchaser Percentage:     _____%

B.   Committed Class A Purchaser:       Yes/No

     If applicable:

          Committed Purchaser Percentage: _____%

          Commitment: $________

          Commitment Expiration Date:     ____________

C.   Class A Invested Amount Owned Immediately
     After Sale:      $________


Address for Notices:


Investing Office:




                                                  SCHEDULE III TO
                                              TRANSFER SUPPLEMENT


                             Form of
                    Transfer Effective Notice

To:  [Name and address of
     Transferor, Servicer, Trustee, the Transferor Class A
     Purchaser and the Purchasing Class A Purchaser]

          The undersigned, as Agent under the Class A Certificate
Purchase Agreement, dated as of July 6, 1999, among Prime II
Receivables Corporation, as Transferor, FDS National Bank, as
Servicer, the Class A Purchasers parties thereto and PNC Bank,
National Association, as Agent for the Class A Purchasers and as
Administrative Agent thereunder, acknowledges receipt of five
executed counterparts of a completed Transfer Supplement. [Note:
attach copies of Schedules I and II from such Agreement.]  Terms
defined in such Supplement are used herein as therein defined.

          Pursuant to such Supplement, you are advised that the
Transfer Effective Date will be _____________, 199_.

                                     Very truly yours,

                                   PNC BANK, NATIONAL
                                   ASSOCIATION,
                                      as Agent


                                   By:_______________________
                                         Name:
                                         Title:


                                   By:_______________________
                                         Name:
                                         Title:



                                                   SCHEDULE IV TO
                                              TRANSFER SUPPLEMENT


                             Form of
                      Consent of Transferor

          To:  The Chase Manhattan Bank, as Trustee
          PNC Bank, National Association, as Agent

     The undersigned hereby consents to the transfer, as of the
Transfer Effective Date, of a [Noncommitted Purchaser
Percentage/Committed Purchaser Percentage] equal to ____%
[representing a Commitment in the amount of $__________] and a
Class A Invested Amount under the Prime Credit Card Master Trust
II Class A Variable Funding Certificates, Series 1999-1, in the
amount of $_________,  by _______________ to _______________,
pursuant to the Class A Certificate Purchase Agreement, dated as
of July 6, 1999, among Prime II Receivables Corporation, FDS
National Bank, as Servicer, the Class A Purchasers parties
thereto and PNC Bank, National Association, as Agent and as
Administrative Agent.

                              Very truly yours,

                              PRIME II RECEIVABLES CORPORATION


                              By:_______________________
                                    Name:
                                    Title:

                              FDS NATIONAL BANK,
                               as Servicer


                              By:_______________________
                                    Name:
                                    Title:


Dated:  _________________
cc:  Purchasing Class A Purchaser





                                                        EXHIBIT D


PRIME II RECEIVABLES CORPORATION


                   FORM OF NOTICE OF FINANCING


PNC XXXXXXX

Via Facsimile: XXXXXX

Attn: XXXXXX   XXXXXXXXX



To be executed on:  02-Jul-99


                                    Increase/
                                   (Decrease)
Next Business Day   1999-1A                  0.00
               1999-1B                  0.00






                                   _______________________
                                   Ph: (513) 573-2047
                                   Fx: (513) 573-2039

EX-10.7

         FIRST AMENDMENT TO CLASS A CERTIFICATE PURCHASE AGREEMENT


     THIS FIRST AMENDMENT TO CLASS A CERTIFICATE PURCHASE
AGREEMENT (this "Amendment"), dated as of August 3, 1999, is
entered into among by and among PRIME II RECEIVABLES CORPORATION
(the "Transferor"), FDS NATIONAL BANK (the "Servicer"), MARKET
STREET FUNDING CORPORATION (the "Class A Purchasers"), and PNC
BANK, NATIONAL ASSOCIATION (the "Agent").

                            RECITALS

     WHEREAS, the Transferor, the Servicer, the Class A Purchaser
and the Agent are parties to that certain Class A Certificate
Purchase Agreement, dated as of July 6, 1999 (as amended,
supplemented or otherwise modified from time to time, the
"Agreement"); and

     WHEREAS, The parties hereto desire to amend the Agreement as
hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

          .  Certain Defined Terms. Capitalized terms that are
used herein without definition and that are defined in the
Agreement shall have the same meanings herein as therein defined.

     .    Amendments to Agreement. (a) Clause (a) of the
definition of "Commercial Paper Rate" that appears in Section 1.1
of the Agreement is hereby amended by inserting, after the word
"outstanding" and before the words "such Structured Purchaser,"
the words "on behalf of."

     (b) The last sentence of Section 2.1(b) of the Agreement is
hereby amended and restated in its entirety to read as follows:

  "It is understood and agreed that (i) except as provided in
  the last sentence of Section 2.1(c), each Class A Purchaser
  which is a Structured Purchaser, subject to the terms and
  conditions of this Agreement, intends to fund its Noncommitted
  Purchaser Percentage or Commitment Percentage, as the case may
  be, of any and all Class A Investor Principal Balance offered
  by the Transferor pursuant to Section 6.15 of the Pooling and
  Servicing Agreement through the issuance of commercial paper,
  to the extent that it is permitted and able in the ordinary
  course of its business to issue commercial paper which is
  rated not lower than the respective ratings assigned by
  Moody's and Standard & Poor's on the date on which such
  Structured Purchaser became a Class A Purchaser (without
  increasing or otherwise modifying any letter of credit or
  other enhancement provided to such Structured Purchaser or any
  liquidity support provided to such Structured Purchaser by
  Affected Parties), and (ii) notwithstanding anything else
  herein to the contrary, under no circumstances shall the
  Transferor or the Servicer be entitled to request such
  Structured Purchaser to fund all or any portion of its Class A
  Investor Principal Balance in any manner other than through
  the issuance of commercial paper."

     (c) Section 9.1 of the Agreement is hereby amended by
inserting after the last sentence in the first paragraph of
Section 9.1 the following sentence:

  "The Agent shall promptly notify each Rating Agency of any
  material amendment, modification, waiver and/or supplement to
  this Agreement pursuant to this Section 9.1".

     (d) Sections 6.2 and 9.12(b) of the Agreement are hereby
amended by replacing the words "Structured Lender" in each place
they appear in such Sections with the words "Structured
Purchaser."

     .  Representations and Warranties.  Each of the parties
hereto hereby represents and warrants as follows:

    (a)  Representations and Warranties. The representations and
  warranties contained in Section 4 of the Agreement are true
  and correct as of the date hereof.

    (b)  No Default. Both before and immediately after giving
  effect to this Amendment and the transactions contemplated
  hereby no Termination Event, Series 1999-1 Pay Out Event,
  Servicer Default or Trust Payout Event exists or shall exist.

     .  Effect of Amendment. All provisions of the Agreement, as
expressly amended and modified by this Amendment, shall remain in
full force and effect. After this Amendment becomes effective,
all references in the Agreement (or in any other Related
Document) to "this Agreement", "hereof", "herein" or words of
similar effect referring to the Agreement shall be deemed to be
references to the Agreement as amended by this Amendment. This
Amendment shall not be deemed, either expressly or impliedly, to
waive, amend or supplement any provision of the Agreement other
than as set forth herein.

     .  Effectiveness. This Amendment shall become effective as
of the date hereof upon receipt by the Agent of counterparts of
this Amendment (whether by facsimile or otherwise) executed by
each of the other parties hereto, in form and substance
satisfactory to the Agent in its sole discretion.

     .  Counterparts. This Amendment may be executed in any
number of counterparts and by different parties on separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall
constitute but one and the same instrument.

     .  Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of
New York (without regard to any otherwise applicable principles
of conflicts of law).

     .  Section Headings. The various headings of this Amendment
are included for convenience only and shall not affect the
meaning or interpretation of this Amendment, the Agreement or any
provision hereof or thereof.

     IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.

                              PRIME II RECEIVABLES CORPORATION,
                              as Transferor


                              By:  /s/ Susan S. Storer
                                Name:  Susan S. Storer
                                Title:  President


                              FDS NATIONAL BANK,
                              as Servicer


                              By:  /s/ Susan R. Robinson
                                Name:  Susan R. Robinson
                                Title:  Treasurer

                              MARKET STREET FUNDING CORPORATION,
                              as Class A Purchaser


                              By:  /s/ Douglas K. Johnson
                                Name:  Douglas K. Johnson
                                Title:  President


                              PNC BANK, NATIONAL ASSOCIATION,
                              as Agent


                              By:  /s/ John T. Smathers
                                Name:  John T. Smathers
                                Title:  Vice President

EX-10.8

                                                      EXECUTION COPY



             CLASS B CERTIFICATE PURCHASE AGREEMENT

                    Dated as of July 6, 1999

                              among

                PRIME II RECEIVABLES CORPORATION,
                         as Transferor,

                       FDS NATIONAL BANK,
                          as Servicer,

             THE CLASS B PURCHASERS PARTIES HERETO,

                               and

                 PNC BANK, NATIONAL ASSOCIATION,
                as Agent and Administrative Agent





                      TABLE OF CONTENTS

                                                             Page

SECTION 1.     DEFINITIONS                                  1
     1.1  Definitions                                       1

SECTION 2.     AMOUNT AND TERMS OF COMMITMENTS              12
     2.1  Purchases                                         12
     2.2  Reductions and Increases of Commitments           15
     2.3  Fees, Expenses, Payments, Etc                     16
     2.4  Requirements of Law                               18
     2.5  Taxes                                             20
     2.6  Non-recourse                                      22
     2.7  Indemnification                                   23
     2.8  Termination Events                                25
     2.9  Certain Agreements of the Agent                   26

SECTION 3.     CONDITIONS PRECEDENT                         26
     3.1  Condition to Initial Purchase                     26
     3.2  Condition to Additional Purchase                  27

SECTION 4.     REPRESENTATIONS AND WARRANTIES               28
     4.1  Representations and Warranties of the Transferor  28
     4.2  Representations and Warranties of FDSNB           30
     4.3  Representations and Warranties of the Agent
          and the Class B Purchasers                        32

SECTION 5.     COVENANTS                                    32
     5.1  Covenants of the Transferor and FDSNB             32

SECTION 6.     MUTUAL COVENANTS REGARDING CONFIDENTIALITY   36
     6.1  Covenants of Transferor, Etc.                     36
     6.2  Covenants of Class B Purchasers                   36

SECTION 7.     THE AGENTS                                   37
     7.1  Appointment                                       37
     7.2  Delegation of Duties                              37
     7.3  Exculpatory Provisions                            37
     7.4  Reliance by Agent                                 38
     7.5  Notices                                           38
     7.6  Non-Reliance on Agent and Other Class B
          Purchasers                                        38
     7.7  Indemnification                                   39
     7.8  Agents in Their Individual Capacities             39
     7.9  Successor Agent                                   40

SECTION 8.     SECURITIES LAWS; TRANSFERS; TAX TREATMENT    41
     8.1  Transfers of Class B Certificates                 41
     8.2  Tax Characterization of the Class B Certificates  45

SECTION 9.     MISCELLANEOUS                                46
     9.1  Amendments and Waivers                            46
     9.2  Notices                                           47
     9.3  No Waiver; Cumulative Remedies                    48
     9.4  Successors and Assigns                            48
     9.5  Successors to Servicer                            49
     9.6  Counterparts                                      50
     9.7  Severability                                      50
     9.8  Integration                                       50
     9.9  Governing Law                                     50
     9.10 Termination                                       50
     9.11 Action by Servicer                                50
     9.12 Limited Recourse; No Proceedings                  51
     9.13 Survival of Representations and Warranties        51
     9.14 Submission to Jurisdiction; Waivers               51
     9.15 WAIVERS OF JURY TRIAL                             52

                        LIST OF EXHIBITS

EXHIBIT A      Form of Investment Letter
EXHIBIT B      Form of Joinder Supplement
EXHIBIT C      Form of Transfer Supplement
EXHIBIT D      Form of Notice of Financing




           CLASS  B CERTIFICATE PURCHASE AGREEMENT, dated  as  of
July  6,  1999, by and among PRIME II RECEIVABLES CORPORATION,  a
Delaware  corporation  ("Prime II Receivables  Corporation"),  as
Transferor  (the  "Transferor"), FDS NATIONAL  BANK,  a  national
banking association ("FDSNB"), as Servicer (the "Servicer"),  the
CLASS B PURCHASERS from time to time parties hereto (the "Class B
Purchasers"), and PNC BANK, NATIONAL ASSOCIATION,  as  Agent  for
the  Class  B Purchasers (in such capacity, the "Agent")  and  as
Administrative Agent for the Class B Purchasers and the  Class  A
Purchasers (in such capacity, the "Administrative Agent").

                      W I T N E S S E T H:

            WHEREAS,   Prime   II  Receivables  Corporation,   as
Transferor, FDSNB, as Servicer, and the Trustee are parties to  a
certain  Pooling and Servicing Agreement dated as of January  22,
1997  (as  the same may from time to time be amended or otherwise
modified,  the "Master Pooling and Servicing Agreement"),  and  a
Series  1999-1 Variable Funding Supplement thereto, dated  as  of
July  6,  1999 (as the same may from time to time be  amended  or
otherwise  modified,  the "Supplement"  and,  together  with  the
Master   Pooling  and  Servicing  Agreement,  the  "Pooling   and
Servicing Agreement");

           WHEREAS,  the  Trust proposes to  issue  its  Class  B
Variable  Funding  Certificates,  Series  1999-1  (the  "Class  B
Certificates")  and  its Class A Variable  Funding  Certificates,
Series 1999-1 (the "Class A Certificates" and, together with  the
Class   B  Certificates,  the  "Series  1999-1  Variable  Funding
Certificates") pursuant to the Pooling and Servicing Agreement;

           WHEREAS, the Trust also proposes to issue its Class  C
Certificates,  Series  1999-1 (the "Class  C  Certificates"  and,
together  with  the Series 1999-1 Variable Funding  Certificates,
the  "Series  1999-1 Certificates") pursuant to the  Pooling  and
Servicing Agreement; and

          WHEREAS, the Class B Purchasers are willing to purchase
the  Class  B Certificates on the Closing Date and from  time  to
time  thereafter  to  purchase VFC Additional  Class  B  Invested
Amounts  thereunder  on  the terms and  conditions  provided  for
herein;

          NOW THEREFORE, in consideration of the mutual covenants
herein contained, and other good and valuable consideration,  the
receipt  and adequacy of which are hereby expressly acknowledged,
the parties hereto agree as follows:

          SECTION 1.     DEFINITIONS

          1.1  Definitions.  All capitalized terms used herein as
defined  terms  and not de fined herein shall have  the  meanings
given  to  them  in  the Pooling and Servicing  Agreement.   Each
capitalized term defined herein shall relate only to  the  Series
1999-1 Certificates and to no other Series of Certificates issued
by the Trust.

          "Act" has the meaning specified in subsection 2.7(a) of
this Agreement.

           "Additional Interest Amount" has the meaning  assigned
to such term in Section 2.3(g).

           "Adjusted Eurodollar Rate" shall mean, for  any  Fixed
Period (or any shorter period of time agreed to by the Agent  and
the  Transferor), an interest rate per annum (rounded  upward  to
the  nearest  1/16th of 1%) determined pursuant to the  following
formula:

                                       LIBOR
            100% - Eurodollar Rate Reserve Percentage

where  "Eurodollar Rate Reserve Percentage" means, for any  Fixed
Period (or any shorter period of time agreed to by the Agent  and
the  Transferor), the reserve percentage (expressed as a decimal,
rounded  upward  to the nearest 1/100th of 1%) applicable  during
such  Fixed Period or such shorter period (or, if more  than  one
such percentage shall be so applicable, the daily average of such
percentages  for those days in such Fixed Period or such  shorter
period  during which any such percentage shall be so  applicable)
under regulations issued from time to time by the Federal Reserve
Board  for determining the maximum reserve requirement (including
any   emergency,   supplemental   or   other   marginal   reserve
requirement)  with  respect to "Eurocurrency" funding  (currently
referred  to  as  "Eurocurrency  liabilities")  having   a   term
comparable to such Fixed Period or such shorter period.

          "Administrative Agent" has the meaning specified in the
preamble to this Agreement.

           "Affected Party" shall mean, (i) the Agent,  (ii)  the
Administrative  Agent, and (iii) with respect to  any  Structured
Purchaser, any Support Bank of such Structured Purchaser.

           "Agent"  shall mean PNC, in its capacity as Agent  for
the Class B Purchasers, or any successor agent hereunder.

            "Agent  Base  Rate"  shall  mean,  for  any  day,   a
fluctuating  interest rate per annum as shall be in  effect  from
time  to  time,  which rate shall be at all times  equal  to  the
higher of:

           (a)   the rate of interest in effect for such  day  as
     publicly  announced from time to time by PNC in  Pittsburgh,
     Pennsylvania as its "prime rate." Such "prime rate"  is  set
     by PNC based upon various factors, including PNC's costs and
     desired  return,  general  economic  conditions  and   other
     factors,  and is used as a reference point for pricing  some
     loans, which may be priced at, above or below such announced
     rate, and

           (b)   0.50%  per annum above the latest Federal  Funds
     Rate.

            "Agreement"  shall  mean  this  Class  B  Certificate
Purchase   Agreement,   as   amended,   modified   or   otherwise
supplemented from time to time.

           "Alternate Rate" shall mean, for any Fixed Period (or,
with respect to the Adjusted Eurodollar Rate, a shorter period of
time  agreed to by the Agent and the Transferor) with respect  to
the  portion of the Class B Investor Principal Balance owed to  a
Class  B Purchaser, an interest rate per annum equal to,  at  the
Transferor's option: (a) the Applicable Margin, plus the Adjusted
Eurodollar Rate for such Fixed Period or such shorter period,  or
(b) the Agent Base Rate for such Fixed Period; provided, however,
that in the case of:

          (i)  any Fixed Period (or, with respect to the Adjusted
     Eurodollar Rate, any such shorter period) on or prior to the
     date on which such Class A Purchaser shall have notified the
     Agent  that the introduction of or any change in or  in  the
     interpretation of any law or regulation makes  it  unlawful,
     or  any central bank or other Governmental Authority asserts
     that  it is unlawful for such Class B Purchaser (or, in  the
     case  of  a  Structured Purchaser, for any entity  providing
     funds  to  such  Structured Purchaser at  an  interest  rate
     determined by reference to the Adjusted Eurodollar Rate or a
     similar  rate) to fund such portion of the Class B  Investor
     Principal Balance at the Alternate Rate described above (and
     such  Class A Purchaser shall not have subsequently notified
     the Agent that such circumstances no longer exist),

           (ii)  any Fixed Period of less than 30 days; provided,
     that  the  Agent  and  the Transferor  may  agree  that  the
     Adjusted Eurodollar Rate may apply to a period of less  than
     30 days,

          (iii)  any Fixed Period as to which: (A) the Agent does
     not   receive   notice   before   4:00   p.m.   (Pittsburgh,
     Pennsylvania  time)  on:  (1) the Business  Day  immediately
     preceding  the  first  day of such  Fixed  Period  that  the
     Transferor  desires  the  related portion  of  the  Class  B
     Investor  Principal Balance to be funded at  the  Commercial
     Paper  Rate,  or  (2) the third Business Day  preceding  the
     first  day of such Fixed Period, or the second Business  Day
     preceding  the last day of any shorter period agreed  to  by
     the  Agent  and  the Transferor, in either  case,  that  the
     Transferor desires that the related portion of the  Class  B
     Investor  Principal Balance to be funded  at  the  Alternate
     Rate  and based on the Adjusted Eurodollar Rate, or (B)  the
     Agent  shall  have notified the Transferor that funding  the
     related portion of the Class B Investor Principal Balance at
     the  Commercial Paper Rate for any period of time is (in the
     Agent's  sole  discretion) economically inadvisable  to  the
     related  Class B Purchaser, the Agent or the Transferor,  or
     such  Class B Purchaser is not permitted to issue commercial
     paper  notes  for  any period of time to fund  the  Class  B
     Investor Principal Balance hereunder, or

           (iv)   any Fixed Period relating to a Class B Investor
     Principal Balance that is less than $5,000,000,

the  "Alternate  Rate" for each such Fixed  Period  shall  be  an
interest rate per annum equal to the Agent Base Rate in effect on
each day of such Fixed Period.

          "Applicable Margin" means, with respect to any purchase
for  which  Yield is calculated based on the Adjusted  Eurodollar
Rate  and  the applicable Class B Purchaser is (a) Market  Street
Capital Corp., 0.0%, or (b) any other Class B Purchaser, 0.75%.

            "Assignee"  and  "Assignment"  have  the   respective
meanings specified in subsection 8.1(e) of this Agreement.

          "Business Day" means any day on which (i) banks are not
authorized  or required to close in New York City or  Pittsburgh,
Pennsylvania,  and (ii) if such term is used in  connection  with
the  Adjusted Eurodollar Rate, dealings are carried  out  in  the
London interbank market.

          "Class A Certificates" has the meaning specified in the
recitals to this Agreement.

          "Class B Certificates" has the meaning specified in the
recitals to this Agreement.

           "Class  B  Fee Letter" shall mean that certain  letter
agreement,  designated therein as the Series 1999-1 Class  B  Fee
Letter  and  dated as of the date hereof, among  the  Agent,  the
Transferor  and  the Servicer, as such letter  agreement  may  be
amended or otherwise modified from time to time.

           "Class B Investor Principal Balance" shall mean,  when
used  with respect to any Business Day, an aggregate amount equal
to  (a)  the  Class  B  Initial Invested  Amount,  plus  (b)  the
aggregate  VFC Additional Class B Invested Amounts  purchased  by
the  Class  A Certificateholders through the end of the preceding
Business  Day  pursuant  to  Section  6.15  of  the  Pooling  and
Servicing  Agreement, minus (c) the aggregate amount of principal
payments  made  to the Class A Certificateholders prior  to  such
Business Day.

           "Class B Owners" shall mean, with respect to any Class
B  Certificate  held by the Agent hereunder for  the  benefit  of
Class  B  Purchasers, the owners of the Class B  Invested  Amount
represented by such Class B Certificate as reflected on the books
of the Class A Agent in accordance with this Agreement.

           "Class  B  Program Fee" shall mean  the  ongoing  fees
payable to the Agent or the Class B Purchasers in the amounts and
on the dates set forth in the Class B Fee Letter.

           "Class B Purchasers" has the meaning specified in  the
preamble to this Agreement.

           "Class B Repayment Amount" shall mean the sum  of  all
amounts payable with respect to the principal amount of the Class
B  Certificates and interest on the Class B Certificates and  all
other  amounts (other than amounts payable pursuant to subsection
2.3(b) or (c), the last sentence of subsection 2.6(a) and Section
2.7  hereof  unless  such amounts are not paid  by  the  Servicer
pursuant  to  this  Agreement) owing to the  Class  B  Purchasers
hereunder.

          "Class C Certificates" has the meaning specified in the
recitals to this Agreement.

          "Closing Date" shall mean July 6, 1999.

          "Code" shall mean the Internal Revenue Code of 1986, as
amended.

           "Commercial  Paper  Rate" shall mean,  for  any  Fixed
Period for any portion of the Class B Investor Principal Balance,
to  the extent a Structured Purchaser funds such portion for such
Fixed Period by issuing commercial paper notes, a rate calculated
by  the  Agent equal to: (a) the rate (or if more than one  rate,
the  weighted  average  of the rates) at which  commercial  paper
notes  of such Structured Purchaser on each day during such Fixed
Period have been outstanding such Structured Purchaser; provided,
that  if  such rate(s) is a discount rate(s), then the Commercial
Paper  Rate  shall  be the rate (or if more than  one  rate,  the
weighted  average  of the rates) resulting from  converting  such
discount rate(s) to an interest-bearing equivalent rate, plus (b)
the  commissions and charges charged by such placement  agent  or
commercial  paper  dealer with respect to such  commercial  paper
notes,  expressed  as  a percentage of the face  amount  of  such
commercial  paper  notes  and converted  to  an  interest-bearing
equivalent rate per annum.

           "Committed Class B Purchaser" shall mean any  Class  B
Purchaser  which has a Commitment, as set forth in its respective
Joinder Supplement and any Assignee of such Class B Purchaser  to
the  extent  of  the portion of such Commitment assumed  by  such
Assignee pursuant to its respective Transfer Supplement.

           "Commitment"  shall mean, for any  Committed  Class  B
Purchaser,  the  maximum  amount  of  such  Committed   Class   B
Purchaser's commitment to purchase a portion the Class B Invested
Amount,  as  set forth in the Joinder Supplement or the  Transfer
Supplement  by  which such Committed Class B Purchaser  became  a
party  to this Agreement or assumed the Commitment (or a  portion
thereof)  of another Committed Class B Purchaser, as such  amount
may   be   adjusted  from  time  to  time  pursuant  to  Transfer
Supplement(s)  executed by such Committed Class B  Purchaser  and
its  Assignee  and  delivered pursuant to  Section  8.1  of  this
Agreement or pursuant to Section 2.2 of this Agreement.

           "Commitment  Expiration Date"  shall  mean,  for  each
Committed Class B Purchaser, the earlier to occur of (i) the date
set forth in the Joinder Supplement or the Transfer Supplement by
which  such  Committed Class B Purchaser became a party  to  this
Agreement  or  assumed the Commitment (or a portion  thereof)  of
another Committed Class B Purchaser, as such date may be extended
from  time to time by mutual agreement of all Class B Purchasers,
the  Agent  and  the  Transferor, and  (ii)  the  date  that  the
commitment  of  any  Support  Bank  to  such  Committed  Class  B
Purchaser  terminates  under any liquidity  agreement  or  credit
agreement which relates to this Agreement.

           "Commitment  Percentage" shall mean, for  a  Committed
Class  B  Purchaser,  such Class B Purchaser's  Commitment  as  a
percentage of the aggregate Commitments of all Committed Class  B
Purchasers.

           "Defaulting  Purchaser" has the meaning  specified  in
subsection 2.1(e) of this Agreement.

           "Downgraded  Purchaser" has the meaning  specified  in
subsection 8.1(k).

           "Eligible  Assignee" shall mean  PNC  and  each  other
Person listed in a letter from the Agent to the Transferor  dated
the Closing Date, as such list may be augmented from time to time
with the consent of the Agent and the Transferor.

            "Excluded   Taxes"  has  the  meaning  specified   in
subsection 2.5(a) of this Agreement.

           "FDSNB"  has the meaning specified in the preamble  to
this Agreement.

           "Federal Funds Rate" means, for any day, the per annum
rate  set  forth in the weekly statistical release designated  as
H.15(519), or any successor publication, published by the Federal
Reserve  Board  (including any such successor,  "H.15(519)")  for
such day opposite the caption "Federal Funds (Effective)." If  on
any relevant day such rate is not yet published in H.15(519), the
rate  for  such  day  will be the rate set  forth  in  the  daily
statistical  release  designated  as  the  Composite  3:30   p.m.
Quotations  for  U.S.  Government Securities,  or  any  successor
publication, published by the Federal Reserve Bank  of  New  York
(including   any  such  successor,  the  "Composite   3:30   p.m.
Quotations")  for  such  day  under the  caption  "Federal  Funds
Effective Rate." If on any relevant day the appropriate  rate  is
not  yet published in either H.15(519) or the Composite 3:30 p.m.
Quotations, the rate for such day will be the arithmetic mean  as
determined by the Agent of the rates for the last transaction  in
overnight Federal funds arranged before 9:00 a.m. (New York time)
on  that  day  by each of three leading brokers of Federal  funds
transactions in New York City selected by the Agent.

          "Federal Reserve Board" means the Board of Governors of
the  Federal Reserve System, or any entity succeeding to  any  of
its principal functions.

           "Fixed  Period" shall mean, with respect to a Class  B
Purchaser  and  any  portion of the Class  B  Investor  Principal
Balance  owed  to  such  Class B Purchaser,  a  period  from  and
including  a  Distribution  Date  to,  but  excluding,  the  next
succeeding  Distribution Date; provided that (i) the first  Fixed
Period  shall commence on the Closing Date and end on  the  first
Distribution Date, (ii)  in the case of any Fixed Period for  any
portion  of the Class B Principal Balance which commences  before
the  Termination Date and would otherwise end on a date occurring
after  the Termination Date, such Fixed Period shall end  on  the
Termination  Date  and the duration of each  Fixed  Period  which
commences  on  or  after the Termination Date shall  be  of  such
duration  as shall be selected by the Agent, and (iii)  upon  the
occurrence, and during the continuance, of an event described  in
clause  (iii)(B) of the definition of Alternate Rate,  the  Agent
may,  upon  notice to the Transferor, terminate any Fixed  Period
then  in  effect if Yield for such Fixed Period is calculated  on
the basis of the Commercial Paper Rate.  Any portion of the Class
B  Investor  Principal Balance allocated to any  such  terminated
Fixed Period shall (i) initially be reallocated to a Fixed Period
beginning  on  such  date  of  termination  and  ending  on  (but
excluding)  the  third Business Day immediately  succeeding  such
date  of termination and the Yield during such Fixed Period shall
be  calculated based on the Alternate Rate as set  forth  in  the
definition  thereof,  and (ii) then be  reallocated  to  a  Fixed
Period  beginning on such third Business Day and ending  on  (but
excluding) the immediately succeeding Distribution Date  and  the
Yield  during such Fixed Period shall be calculated based on  the
Alternate Rate as set forth in the definition thereof.

           "Governmental  Authority" shall  mean  any  nation  or
government, any state or other political subdivision thereof  and
any   entity   exercising   executive,   legislative,   judicial,
regulatory  or  administrative  functions  of  or  pertaining  to
government.

           "Indemnitee"  has the meaning specified in  subsection
2.7(a) of this Agreement.

           "Indemnifying  Party"  has the  meaning  specified  in
subsection 2.7(b) of this Agreement.

           "Investing  Office" shall mean, with  respect  to  any
Affected  Party,  any office of such Affected Party  which  is  a
beneficial holder of a portion of the Class B Certificates.

           "Investment  Letter"  has  the  meaning  specified  in
subsection 8.1(a) of this Agreement.

           "Joinder  Supplement"  has the  meaning  specified  in
subsection 2.2(d) of this Agreement.

           "LIBOR"  shall mean, with respect to any Fixed  Period
(or any shorter period agreed to by the Agent and the Transferor)
for  any  Class  B Investor Amount to be funded at  the  Adjusted
Eurodollar Rate, the rate of interest per annum determined by the
Agent  to  be the arithmetic mean (rounded upward to the  nearest
1/16th of 1%) of the rates of interest per annum notified to  the
Agent  by  the  Reference Bank as the rate of interest  at  which
dollar  deposits  in  the  approximate amount  of  such  Class  B
Investor Principal Amount to be funded at the Adjusted Eurodollar
Rate  during  such Fixed Period or such shorter period  would  be
offered  by  major banks in the London interbank  market  to  the
Reference  Bank  at  its request at or about 11:00  a.m.  (London
time) on the second Business Day before the commencement of  such
Fixed Period or such shorter period.

          "Liquidation Day" shall mean, for any Class B Purchaser
and any portion of the Class B Investor Principal Balance owed to
such  Purchaser (a) any day other than a Distribution Date  or  a
Business  Day  on  which  a  decrease in  the  Class  B  Investor
Principal  occurs  pursuant to, and in accordance  with,  Section
2.3(h),  on  which a reduction of such portion  of  the  Class  B
Investor Principal Balance occurs, (b) any Purchase Date on which
the conditions set forth in Sections 3.2 of the Agreement are not
satisfied,  and  (c) any day on which the Agent  reallocates  any
portion  of the Class B Investor Principal Balance as the  result
of  the termination of a Fixed Period pursuant to clause (iii)(B)
of the definition thereof.
 .
          "Liquidation Fee" shall mean, for any Class B Purchaser
and  for  any Liquidation Day,  the amount, if any, by which  (i)
the  additional Yield (calculated without taking into account any
Liquidation  Fee)  which would have accrued  during  the  current
Fixed  Period or, with respect  to the Adjusted Eurodollar  Rate,
any  shorter  period  agreed to by the Agent and  the  Transferor
(without giving effect to any termination of such Fixed Period or
such  shorter  period)  on the portion of the  Class  B  Investor
Principal  Balance owed to such Class B Purchaser,  exceeds  (ii)
the  income,  if  any, received by such Class  B  Purchaser  from
investing the proceeds of such reduction of the Class B  Investor
Principal Balance.

           "Master  Pooling  and  Servicing  Agreement"  has  the
meaning specified in the recitals to this Agreement.

          "Moody's" shall mean Moody's Investors Service, Inc.

           "Noncommitted Class B Purchaser" shall mean a Class  B
Purchaser which is not a Committed Class B Purchaser.

          "Noncommitted Purchaser Percentage" shall mean for each
Class B Purchaser which is not a Committed Class B Purchaser, the
percentage  set forth in its Joinder Supplement or  the  Transfer
Supplement by which such Class B Purchaser became a party to this
Agreement, as such percentage may be adjusted from time  to  time
pursuant  to  Transfer Supplement(s) executed  by  such  Class  B
Purchaser and any Assignee and delivered pursuant to Section  8.1
of this Agreement.

           "Nondefaulting Purchaser" has the meaning specified in
subsection 2.1(e) of this Agreement.

           "Participant" has the meaning specified in  subsection
8.1(d) of this Agreement.

          "Participation" has the meaning specified in subsection
8.1(d) of the Agreement.

           "Percentage  Interest"  shall  mean,  for  a  Class  B
Purchaser, (a) the sum of (i) the portion of the Class B  Initial
Invested  Amount  (if any) purchased by such Class  B  Purchaser,
plus  (ii) the aggregate VFC Additional Class B Invested  Amounts
(if  any) purchased by such Class A Purchaser through the end  of
the  preceding  Business  Day pursuant to  Section  6.15  of  the
Pooling  and Servicing Agreement, plus (iii) any portion  of  the
Class  B  Investor Principal Balance acquired  by  such  Class  B
Purchaser as an Assignee from another Class B Purchaser  pursuant
to  a  Transfer  Supplement executed and  delivered  pursuant  to
Section 8.1 of this Agreement, minus (iv) the aggregate amount of
principal payments made to such Class A Purchaser prior  to  such
Business  Day,  minus  (v) any portion of the  Class  B  Investor
Principal  Balance  assigned by such  Class  B  Purchaser  to  an
Assignee pursuant to a Transfer Supplement executed and delivered
pursuant to Section 8.1 of this Agreement, as a percentage of (b)
the aggregate Class B Investor Principal Balance.

          "PNC" shall mean PNC Bank, National Association.

           "Pooling  and  Servicing Agreement"  has  the  meaning
specified in the recitals to this Agreement.

           "Prime  II  Receivables Corporation" has  the  meaning
specified in the preamble to this Agreement.

           "Purchase Date" shall mean the Closing Date  and  each
date  on  which a purchase of a VFC Additional Class  B  Invested
Amount is to occur in accordance with Section 6.15 of the Pooling
and Servicing Agreement and Section 2.1 hereof.

           "Purchase Request" shall have the meaning assigned  to
such term in Section 2.1(c).

          "Rating Agency" shall mean each of Moody's and Standard
& Poor's.

          "Reference Bank" means PNC.

            "Reduction  Amount"  has  the  meaning  specified  in
subsection 2.6(a) of this Agreement.

           "Regulatory Change" shall mean (i) as to each Class  B
Purchaser,  any change occurring after the date of the  execution
and delivery of the Joinder Supplement or the Transfer Supplement
by which it became party to this Agreement, or, in the case of  a
Participant,   the   date  on  which  its  Participation   became
effective, or (ii) as to any Affected Party, the date  it  became
such  an Affected Party, in any (or the adoption after such  date
of any new):

           (i)  United States Federal or state law or foreign law
     applicable  to  such Class B Purchaser,  Affected  Party  or
     Participant; or

           (ii)  regulation, interpretation, directive, guideline
     or  request  (whether  or  not  having  the  force  of  law)
     applicable  to  such Class B Purchaser,  Affected  Party  or
     Participant of any court or other judicial authority or  any
     Governmental  Authority charged with the  interpretation  or
     administration of any law referred to in clause  (i)  or  of
     any  fiscal,  monetary or other authority  or  central  bank
     having  jurisdiction  over such Class B Purchaser,  Affected
     Party or Participant.

           "Related  Documents"  shall mean,  collectively,  this
Agreement  (including  the Class B Fee  Letter  and  all  Joinder
Supplements  and  Transfer Supplements), the Master  Pooling  and
Servicing   Agreement,   the  Supplement,   the   Series   1999-1
Certificates, and the Receivables Purchase Agreement.

           "Replacement Purchaser" has the meaning  specified  in
subsection 2.4(c) of this Agreement.

           "Required  Class B Owners" shall mean,  at  any  time,
Class  B  Purchasers having Percentage Interests  aggregating  at
least 50.1%.

           "Required Class B Purchasers" shall mean, at any time,
Committed  Class B Purchasers having Commitments  aggregating  at
least 50.1% of the aggregate Commitments of all Committed Class B
Purchasers.

           "Requirement of Law" shall mean, as to any Person, any
law,   treaty,  rule  or  regulation,  or  determination  of   an
arbitrator or Governmental Authority, in each case applicable  to
or  binding upon such Person or to which such Person is  subject,
whether  federal, state or local (including, without  limitation,
usury laws, the Federal Truth in Lending Act and Regulation Z and
Regulation  B  of  the Board of Governors of the Federal  Reserve
System).

           "Reserve Account Increase Notice" shall mean a  notice
delivered by the Administrative Agent in accordance with  Section
2.8 hereof.

           "Series 1999-1 Certificates" has the meaning specified
in the recitals to this Agreement.

           "Series 1999-1 Variable Funding Certificates" has  the
meaning specified in the recitals to this Agreement.

          "Servicer" has the meaning specified in the preamble to
this Agreement.

           "Standard  &  Poor's"  shall mean  Standard  &  Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc.

           "Structured  Purchaser" shall mean (i)  Market  Street
Capital  Corp.,  and (ii) any Class B Purchaser  whose  principal
business consists of issuing commercial paper, medium term  notes
or  other  securities to fund its acquisition and maintenance  of
receivables,   accounts,  instruments,  chattel  paper,   general
intangibles  and  other similar assets or interests  therein  and
which  is  required  by any nationally recognized  rating  agency
which  is  rating  such securities to obtain from  its  principal
debtors an agreement such as that set forth in subsection 9.12(b)
of this Agreement in order to maintain such rating.

           "Supplement" has the meaning specified in the recitals
to this Agreement.

           "Support  Bank"  shall mean any  Person  extending  or
having a commitment to extend funds to or for the account of  any
Structured Purchaser,  including by agreement to (i) purchase  an
assignment of, or participation in Class B Certificates  under  a
liquidity  or  credit  support agreement which  relates  to  this
Agreement,  (ii) provide one or more letters of  credit  for  the
account of such Structured Purchaser, and (iii) issue one or more
surety  bonds under which such Structured Purchaser is  obligated
to repay such Person for any drawings thereunder.

           "Taxes" has the meaning specified in subsection 2.5(a)
of this Agreement.

           "Termination Date" shall mean the Amortization  Period
Commencement Date.

           "Termination  Event"  has  the  meaning  specified  in
Section 2.8 hereof.

           "Transfer"  has  the meaning specified  in  subsection
8.1(c) of this Agreement.

           "Transfer  Supplement" has the  meaning  specified  in
subsection 8.1(e) of this Agreement.

           "Transferor" has the meaning specified in the preamble
to this Agreement.

           "Trust" shall mean the Prime Credit Card Master  Trust
II.

           "Trustee"  shall  mean  The Chase  Manhattan  Bank,  a
banking corporation organized and existing under the laws of  the
State  of New York, in its capacity as Trustee under the  Pooling
and  Servicing  Agreement, together with its successors  in  such
capacity.

            "written"  or  "in  writing"  (and  other  variations
thereof)  shall  mean  any  form of written  communication  or  a
communication by means of telex, telecopier device, telegraph  or
cable.

           "Yield" shall mean, for any Business Day the aggregate
of the following amounts:

              (i)   for  each  portion of the  Class  B  Investor
     Principal  Balance  owed to a Structured  Purchaser  to  the
     extent  that  such  Structured  Purchaser  has  funded  such
     portion  through the issuance of commercial paper  notes  on
     the immediately preceding Business Day,

               PB x CPR x ED + LF + AI
                            360
     and

              (ii)   for  each remaining portion of the  Class  B
     Investor Principal Balance,

               PB x AR x ED + LF + AI
                          TD
     where:

                    PB   =    the relevant portion of the Class B
               Investor Principal Balance

                    CPR   =     the Commercial Paper  Rate  then
               applicable to the relevant portion of the Class  B
               Investor Principal Balance

                    AR   =    the Alternate Rate then applicable
               to  the  relevant portion of the Class B  Investor
               Principal Balance

                    ED    =     the number of days elapsed since
               the immediately preceding Business Day

                    TD     =     360  if  AR  is  the  Adjusted
               Eurodollar Rate, or 365 or 366, as applicable,  if
               AR is the Agent Base Rate

                    LF    =    the Liquidation Fee, if any,  for
               such Business Day

                    AI   =    the Additional Interest Amount, if
               any, for such Business Day.

      If  during  any  Fixed Period any portion of  the  Class  B
Invested  Principal  Balance is funded through  the  issuance  of
commercial paper notes, the Servicer shall make daily allocations
of Class B Interest based on the Commercial Paper Rate applicable
to  the immediately preceding Fixed Period (or, in the event that
no  portion  of  the Class B Investor Principal  Balance  accrued
Yield  at  the  Commercial  Paper Rate  during  such  immediately
preceding  Fixed Period, the Agent will on the first day  of  the
related  Fixed  Period provide the Servicer an  estimate  of  the
Commercial Paper Rate applicable to such portion of the  Class  B
Investor  Principal  Balance  and  such  Fixed  Period).   It  is
understood  and  agreed  that  (i)  the  Commercial  Paper   Rate
described  in  the immediately preceding sentence  will  be  used
solely  for  purposes  of  making daily allocations  of  Class  B
Interest under the Supplement, and (ii) any resulting differences
between such estimated daily allocations and the actual Yield for
such  Fixed  Period  shall be reconciled  as  set  forth  in  the
definitions of Class B Carrying Costs.

          SECTION 2.     AMOUNT AND TERMS OF COMMITMENTS

           2.1   Purchases. (a)  On and subject to the terms  and
conditions of this Agreement, each Noncommitted Class B Purchaser
which is a party hereto on the Closing Date, severally, agrees to
acquire  its  Noncommitted Purchaser Percentage of  the  Class  B
Certificates  on the Closing Date for a purchase price  equal  to
its  Noncommitted  Purchaser Percentage of the  Initial  Class  B
Invested Amount, which shall not be less than $500,000, and  each
Committed  Class  B  Purchaser which is a  party  hereto  on  the
Closing   Date,  severally,  agrees  to  acquire  its  Commitment
Percentage  of  the  Class  B Certificates  not  so  acquired  by
Noncommitted  Class  B  Purchasers on  the  Closing  Date  for  a
purchase  price  equal  to the portion of  the  Initial  Class  B
Invested  Amount represented thereby on the Closing  Date.   Such
purchase price shall be made available to the Transferor  on  the
Closing  Date,  subject  to the satisfaction  of  the  conditions
specified  in Section 3 hereof, by wire transfer at or  prior  to
2:00 p.m. Pittsburgh, Pennsylvania time on the Closing Date at an
account  of the Transferor specified in writing by the Transferor
to  the  Agent in funds immediately available to the  Transferor;
provided,  that,  in  any  event,  the  Agent  shall  notify  the
Transferor  at  or  prior  to 1:00 p.m. Pittsburgh,  Pennsylvania
time, if such wire transfer will not be initiated at or prior  to
2:00 p.m. Pittsburgh, Pennsylvania time on the Closing Date.  The
Class B Purchasers hereby direct that the Class B Certificates be
registered  in the name of the Agent, on behalf of  the  Class  B
Owners from time to time hereunder.

          (b)  On and subject to the terms and conditions of this
Agreement   and   prior  to  the  Termination  Date,   (i)   each
Noncommitted  Class  B  Purchaser may purchase  its  Noncommitted
Purchaser  Percentage  of  any VFC Additional  Class  B  Invested
Amount offered for purchase by the Transferor pursuant to Section
6.15  of the Pooling and Servicing Agreement in an amount of  not
less  than  $500,000, and (ii) each Committed Class B  Purchaser,
severally,  agrees to purchase a portion of such  VFC  Additional
Class  B  Invested Amount which is not purchased by  Noncommitted
Class  B Purchasers pursuant to clause (i) in an amount equal  to
the  lesser of (A) its Commitment Percentage thereof, or (B)  the
excess  of  its  Commitment over its Percentage Interest  of  the
Class  B  Investor Principal Balance (determined prior to  giving
effect  to  such  purchase), in either case for a purchase  price
equal to the VFC Additional Class B Invested Amount so purchased.
Such  purchase  price shall be made available to the  Trustee  in
immediately available funds, by wire transfer at or prior to 2:00
p.m.  Pittsburgh,  Pennsylvania time on the  applicable  Purchase
Date   for  the  account  of  the  Transferor,  subject  to   the
satisfaction of the conditions specified in Section 3 hereof,  on
the  applicable  Purchase Date specified pursuant  to  subsection
2.1(c),  for deposit in the Proceeds Account held by the  Trustee
pursuant  to  the Supplement; provided, that, in any  event,  the
Agent  shall  notify  the Transferor at or  prior  to  1:00  p.m.
Pittsburgh, Pennsylvania time, if such wire transfer will not  be
initiated at or prior to 2:00 p.m. Pittsburgh, Pennsylvania  time
on such Purchase Date.  Each Noncommitted Class B Purchaser which
is  a  Structured Purchaser confirms by becoming a party to  this
Agreement  that,  subject to the terms  and  conditions  of  this
Agreement,  it  currently  intends to purchase  its  Noncommitted
Purchaser  Percentage  of  any VFC Additional  Class  B  Invested
Amount offered for purchase by the Transferor pursuant to Section
6.15  of the Pooling and Servicing Agreement to the extent  that,
at  the  time of such purchase, it is permitted and able  in  the
ordinary  course of its business to issue commercial paper  which
is  rated  not  lower  than the respective  ratings  assigned  by
Moody's  and  Standard  &  Poor's  on  the  date  on  which  such
Structured   Purchaser  became  a  Class  B  Purchaser   (without
increasing or otherwise modifying any letter of credit  or  other
enhancement  provided  to  such  Structured  Purchaser   or   any
liquidity  support  provided  to  such  Structured  Purchaser  by
Affected  Parties)  in  sufficient amounts  fully  to  fund  such
purchase.

           (c)   The  purchase of the Initial  Class  B  Invested
Amount  and each purchase of any VFC Additional Class B  Invested
Amount  shall  be made on prior written notice  in  the  form  of
Exhibit D (a "Purchase Request") from the Transferor to the Agent
received  by  the  Agent  not later than  4:00  p.m.  Pittsburgh,
Pennsylvania time (i) in the case of a purchase to be  funded  at
the  Alternate Rate based upon the Adjusted Eurodollar  Rate,  on
the  third  Business  Day  immediately preceding  the  applicable
Purchase  Date  (or,  in  the case of the initial  purchase,  the
Closing Date), (ii) in the case of a purchase to be funded at the
Commercial  Paper Rate on the Business Day immediately  preceding
the  applicable  Purchase Date (or, in the case  of  the  initial
purchase,  the Closing Date), or (iii) in the case of a  purchase
to be funded at the Alternate Base Rate based upon the Agent Base
Rate,  on  the Business Day (or, in the event that Market  Street
Capital  Corporation  is the applicable Class  B  Purchaser,  the
second   Business  Day)  immediately  preceding  the   applicable
Purchase  Date  (or,  in  the case of the initial  purchase,  the
Closing  Date).  Each such Purchase Request shall be  irrevocable
and  shall  specify (i) the aggregate Initial  Class  B  Invested
Amount or VFC Additional Class B Invested Amount, as the case may
be,  to be purchased and (ii) the applicable Purchase Date (which
shall  be  a Business Day).  The Agent shall promptly  forward  a
copy of such Purchase Request to each Class B Purchaser.  In  the
case of the purchase of a VFC Additional Class B Invested Amount,
each  Noncommitted Class B Purchaser shall notify  the  Agent  by
10:45  a.m.,  Pittsburgh, Pennsylvania time,  on  the  applicable
Purchase  Date  whether it has determined to make  such  purchase
and,  if so, whether all of the terms specified by the Transferor
are  acceptable to such Noncommitted Class B Purchaser.   In  the
event that a Noncommitted Class B Purchaser shall not have timely
provided  such notice, it shall be deemed to have determined  not
to make such purchase.  The Agent shall notify the Transferor and
each  Committed  Class  B Purchaser on or prior  to  11:00  a.m.,
Pittsburgh, Pennsylvania time, on the applicable Purchase Date of
whether each Noncommitted Class B Purchaser has so determined  to
purchase its share of such VFC Additional Class B Invested Amount
and,  in the event that Noncommitted Class B Purchasers have  not
determined to purchase the entire VFC Additional Class B Invested
Amount, the Agent shall specify in such notice (i) the portion of
the  VFC  Additional Class B Invested Amount to be  purchased  by
each  Committed  Class B Purchaser, (ii) the applicable  Purchase
Date  (which shall be a Business Day).  Notwithstanding  anything
else herein to the contrary, if the Transferor has requested that
the  purchase be funded at the Commercial Paper Rate,  the  Agent
shall   notify   the  Transferor  no  later  than  12:00   (noon)
Pittsburgh,  Pennsylvania time on the applicable  Purchase  Date,
whether  the Agent has exercised its discretion not to fund  such
purchase with the issuance of commercial paper notes as described
in clause (iii)(B) of the definition of Commercial Paper Rate, in
which case the Transferor shall be deemed to have requested  that
the  purchase be funded at the Alternate Base Rate and  be  based
upon the Agent Base Rate.

           (d)   In  no  event may the Transferor offer  any  VFC
Additional  Class  B  Invested Amount for purchase  hereunder  or
under  Section  6.15 of the Pooling and Servicing Agreement,  nor
shall  any  Committed Class B Purchaser be obligated to  purchase
any  VFC  Additional Class B Invested Amount, to the extent  that
such VFC Additional Class B Invested Amount, when aggregated with
the Class B Investor Principal Balance determined prior to giving
effect  to  the  issuance  thereof, would  exceed  the  aggregate
Commitments.

           (e)   In the event that one or more Committed Class  B
Purchasers  (the  "Defaulting  Purchasers")  fails  to  fund  its
Committed Percentage of any purchase of a VFC Additional Class  B
Invested  Amount by 1:00 p.m., Pittsburgh, Pennsylvania time,  on
the applicable Purchase Date and the Servicer shall have notified
the   Agent  of  such  failure  by  not  later  than  1:30  p.m.,
Pittsburgh, Pennsylvania time, on such Purchase Date,  the  Agent
shall  so  notify each of the other Committed Class B  Purchasers
(the  "Nondefaulting  Purchasers")  not  later  than  2:30  p.m.,
Pittsburgh,  Pennsylvania time, on such Purchase Date,  and  each
Nondefaulting Purchaser shall, subject to the satisfaction of the
conditions  specified in Section 3 hereof, purchase a portion  of
the aggregate VFC Additional Class B Invested Amount which was to
be  purchased by the Defaulting Purchasers equal to the lesser of
(i)  its  Commitment Percentage thereof as a  percentage  of  the
aggregate Commitment Percentages of all Nondefaulting Purchasers,
and  (ii)  the  excess  of  its Commitment  over  its  Percentage
Interest  of  the Class B Investor Principal Balance  (determined
prior  to giving effect to such purchase), in either case  for  a
purchase  price  equal  to the VFC Additional  Class  B  Invested
Amount  so purchased, by making such purchase price available  to
the  Trustee  for the account of the Transferor on such  Purchase
Date for deposit in the Proceeds Account in immediately available
funds.    No  such  purchase  by Nondefaulting  Purchasers  shall
relieve  any  Defaulting  Purchaser of its  obligations  to  make
purchases hereunder, and each Defaulting Purchaser shall from and
after  the applicable Purchase Date be obligated to purchase  the
portion of any VFC Additional Class B Invested Amount which  such
Defaulting Purchaser was required to purchase hereunder and which
was   purchased   by   a   Nondefaulting  Purchaser   from   such
Nondefaulting  Purchaser at a purchase price  equal  to  (i)  the
portion  of  the  Class B Investor Principal Balance  represented
thereby,  plus  (ii) accrued and unpaid interest thereon  at  the
applicable  Class  B  Certificate  Rate,  plus  (iii)  an  amount
calculated  at  the  rate of 1.0% per annum from  the  applicable
Purchase  Date  for such VFC Additional Class B  Invested  Amount
through  the  date of such purchase by the Defaulting  Purchaser.
The  Transferor  shall have the right to replace  any  Defaulting
Purchaser hereunder with a Replacement Purchaser, and the  Agent,
acting  at the request of the Required Class B Purchasers,  shall
have  the  right  to  replace such Defaulting  Purchaser  with  a
Replacement  Purchaser  which  is  an  Eligible  Assignee  or  is
otherwise reasonably acceptable to the Transferor; provided, that
(x)  such replacement shall not affect the Defaulting Purchaser's
right to receive any amounts otherwise owed to it hereunder, when
and as the same would have been due and payable without regard to
such  replacement  (subject to the rights of  the  other  parties
hereto  with respect to such Defaulting Purchaser), and (y)  such
Replacement  Purchaser shall, concurrently with  its  becoming  a
Committed  Class B Purchaser hereunder, purchase the  portion  of
any  VFC  Additional Class B Invested Amount at the time required
to  be  purchased  by the Defaulting Purchaser  pursuant  to  the
preceding sentence for a purchase price equal to (i) the  portion
of  the  Class B Investor Principal Balance represented  thereby,
plus  (ii)  accrued and unpaid interest thereon at the applicable
Class  B  Certificate Rate; provided further, that upon any  such
replacement and purchase by a Replacement Purchaser, any  amounts
owing  to  Nondefaulting Purchasers by such Defaulting  Purchaser
under  clause  (iii) of the preceding sentence  shall  remain  an
obligation of such Defaulting Purchaser.

          (f)  The Class B Certificates shall be paid as provided
in the Pooling and Servicing Agreement.  The Agent shall allocate
each  payment  in  reduction of the Class  B  Investor  Principal
Balance  to the Class B Owners pro rata based on their respective
Percentage Interests, and shall allocate each payment of Class  B
Interest  for  any Business Day to the Class B  Owners  pro  rata
based on the Yield on such Class B Owner's portion of the Class B
Investor  Principal Balance for such Business  Day.   Amounts  so
allocated by the Agent shall be distributed by the Agent  to  the
respective Class B Owners when and as received by the Agent  from
the Trust.

           2.2  Reductions and Increases of Commitments.  (a)  At
any  time  the Transferor may, upon at least five Business  Days'
prior  written notice to the Agent, terminate in whole or  reduce
in  part  the  portion of the Commitments which exceed  the  then
outstanding Class B Investor Principal Balance (after adjustments
thereto  occurring on the date of such termination or reduction).
Each  such  partial reduction shall be in an aggregate amount  of
$10,000,000  or  integral multiples thereof.  On the  Termination
Date, the aggregate Commitments shall automatically reduce to  an
amount  equal to the Class B Investor Principal Balance  on  such
day, and on each Business Day thereafter shall be further reduced
by  an  amount  equal to the reduction in the  Class  B  Investor
Principal  Balance  (if  any) on such  day.   Reductions  of  the
aggregate Commitments pursuant to this subsection 2.2(a) shall be
allocated  to  the pro rata to the Commitments of each  Committed
Class A Purchaser based on its respective Commitment Percentage.

           (b)   The  Transferor may, upon at least two  Business
Days'  prior written notice to the Agent, terminate in  whole  or
reduce  in  part  the Commitment of any Defaulting  Purchaser  or
Downgraded  Purchaser to an amount not less  than  such  Class  B
Purchaser's Percentage Interest of the Class B Investor Principal
Balance.   Each such partial reduction shall be in  an  aggregate
amount  of  1,000,000  or integral multiples  thereof.   No  such
termination of reduction shall relieve such Defaulting  Purchaser
of  its  obligations  to  Nondefaulting  Purchasers  pursuant  to
subsection 2.1(e) hereof.

          (c)  The aggregate Commitments of the Committed Class B
Purchasers  may  be  increased from  time  to  time  through  the
increase  of  the  Commitment of one or more  Committed  Class  B
Purchasers; provided, however, that no such increase  shall  have
become  effective  unless (i) the Agent and the Transferor  shall
have  given  their written consent thereto, (ii) such  increasing
Committed   Class  B  Purchaser  shall  have  entered   into   an
appropriate amendment or supplement to this Agreement  reflecting
such  increased Commitment and (iii) such conditions, if any,  as
the  Agent  shall  have required in connection with  its  consent
(including,  without limitation, the delivery of  legal  opinions
with  respect to such Committed Class B Purchaser, the  agreement
of  such Committed Class B Purchaser to become a Support Bank for
one  or  more  Structured Purchasers having a support  commitment
corresponding to its Commitment hereunder and approvals from  the
Rating  Agency)  shall have been satisfied.  The  Transferor  may
also increase the aggregate Commitments of the Committed Class  B
Purchasers from time to time by adding additional Committed Class
B Purchasers in accordance with subsection 2.2(d).

           (d)   Subject to the provisions of subsections  8.1(a)
and   8.1(b)  applicable  to  initial  purchasers  of   Class   B
Certificates,  a Person having short-term credit ratings  of  not
lower  than  P-1 from Moody's and A-1 from Standard & Poor's  may
from  time  to  time  with  the consent  of  the  Agent  and  the
Transferor become a party to this Agreement as an initial  or  an
additional  Noncommitted Class B Purchaser or an  initial  or  an
additional Committed Class B Purchaser by (i) delivering  to  the
Transferor  an  Investment  Letter  and  (ii)  entering  into  an
agreement substantially in the form attached hereto as Exhibit  B
hereto   (a  "Joinder  Supplement"),  with  the  Agent  and   the
Transferor, acknowledged by the Servicer, which shall specify (A)
the  name and address of such Person for purposes of Section  9.2
hereof,  (B) whether such Person will be a Noncommitted  Class  B
Purchaser or Committed Class B Purchaser and, if such Person will
be  a  Committed Class B Purchaser, its Commitment, and  (C)  the
other   information  provided  for  in  such  form   of   Joinder
Supplement.   Upon  its  receipt  of  a  duly  executed   Joinder
Supplement,  the  Agent  shall on the effective  date  determined
pursuant  thereto  give  notice  of  such  effectiveness  to  the
Transferor,  the Servicer and the Trustee, and the Servicer  will
provide notice thereof to each Rating Agency (if required).   If,
at  the  time the effectiveness of the Joinder Supplement for  an
additional Committed Class B Purchaser, the other Committed Class
B  Purchasers are Class B Owners, it shall be a condition to such
effectiveness  that such additional Committed Class  B  Purchaser
purchase  from  each other Class B Purchaser an interest  in  the
Class B Certificates in an amount equal to (i) such other Class B
Purchaser's Percentage Interest of the Class B Investor Principal
Balance, times (ii) a fraction, the numerator of which equals the
Commitment  of  such  additional  Class  B  Purchaser,  and   the
denominator  of  which equals the aggregate  Commitments  of  the
Class  B  Purchasers  (determined  after  giving  effect  to  the
additional Commitment of the additional Class B Purchaser as  set
forth in such Joinder Supplement), for a purchase price equal  to
the portion of the Class B Investor Principal Balance purchased.

           2.3   Fees, Expenses, Payments, Etc.  (a)  Subject  to
the  provisions  of  subsection 9.12(a)  hereof,  the  Transferor
agrees  to  pay  to  the Agent for the account  of  the  Class  B
Purchasers  the fees set forth in the Class B Fee Letter  at  the
times specified therein.

           (b)   Subject to the provisions of subsection  9.12(a)
hereof  in the case of the Transferor, the Transferor and  FDSNB,
jointly and severally, shall be obligated to pay on demand to (i)
the Agent and the initial Class B Purchasers all reasonable costs
and  expenses  in  connection  with the  preparation,  execution,
delivery  and administration (including any requested amendments,
waivers  or  consents of any of the Related  Documents)  of  this
Agreement,  and the other documents to be delivered hereunder  or
in   connection  herewith,  including,  without  limitation,  the
reasonable  fees  and out-of-pocket expenses of counsel  for  the
Agent  and  each of the initial Class B Purchasers  with  respect
thereto  and  (ii)  the  Agent and each Class  B  Purchaser,  all
reasonable  costs  and expenses, if any, in connection  with  the
enforcement  of  any  of  the Related Documents,  and  the  other
documents delivered thereunder or in connection therewith.

           (c)   Subject to the provisions of subsection  9.12(a)
hereof  in the case of the Transferor, the Transferor and  FDSNB,
jointly  and severally, shall be obligated to pay on  demand  any
and  all  stamp  and  other taxes (other than  Taxes  covered  by
Section  2.5) and fees payable in connection with the  execution,
delivery,  filing and recording of this Agreement,  the  Class  B
Certificates,  any of the other Related Documents  or  the  other
documents   and   agreements  to  be  delivered   hereunder   and
thereunder,  and  agree to save each Class B  Purchaser  and  the
Agent  harmless from and against any liabilities with respect  to
or  resulting from any delay by the Transferor or FDSNB in paying
or omission to pay such taxes and fees.

           (d)   Yield  calculated by reference to  the  Adjusted
Eurodollar  Rate shall be calculated on the basis  of  a  360-day
year for the actual days elapsed.  Any Yield or interest accruing
at the Agent Base Rate shall be calculated on the basis of a 365-
or  366-day  year,  as applicable, for the actual  days  elapsed.
Fees  or  other  periodic  amounts  payable  hereunder  shall  be
calculated, unless otherwise specified in the Class B Fee Letter,
on the basis of a 360-day year and for the actual days elapsed.

           (e)  Each determination of Yield by the Agent pursuant
to  any  provision  of  this Agreement shall  be  conclusive  and
binding  on the Class B Purchasers, the Transferor, the  Servicer
and the Trustee in the absence of manifest error.

           (f)   All  payments to be made hereunder,  whether  on
account of principal, interest, fees or otherwise, shall be  made
without  setoff or counterclaim and shall be made prior  to  2:30
p.m.,  Pittsburgh, Pennsylvania time, on the due date thereof  to
the  Agent's  account specified in subsection 9.2(b)  hereof,  in
United   States  dollars  and  in  immediately  available  funds.
Notwithstanding anything herein to the contrary, if  any  payment
due  hereunder  becomes due and payable on a  day  other  than  a
Business Day, the payment date thereof shall be extended  to  the
next succeeding Business Day and interest shall accrue thereon at
the  applicable rate during such extension.  To the  extent  that
(i)  the  Trustee, FDSNB, the Transferor or the Servicer makes  a
payment to the Agent or a Class B Purchaser or (ii) the Agent  or
a  Class  B Purchaser receives or is deemed to have received  any
payment  or  proceeds  for application to  an  obligation,  which
payment   or  proceeds  or  any  part  thereof  are  subsequently
invalidated, declared to be fraudulent or preferential, set aside
or  required  to be repaid to a trustee, receiver  or  any  other
party  under any bankruptcy or insolvency law, state  or  Federal
law, common law, or for equitable cause, then, to the extent such
payment or proceeds are set aside, the obligation or part thereof
intended  to be satisfied shall be revived and continue  in  full
force  and  effect, as if such payment or proceeds had  not  been
received  or  deemed  received  by  the  Agent  or  the  Class  B
Purchaser, as the case may be.

           (g)  If on any Distribution Date the amount on deposit
in  the Interest Funding Account is less than the amount of Class
B Interest and Class A Interest payable with respect to the Class
B  Certificates  and  Class A Certificates on  such  Distribution
Date,  an  additional  amount equal to the product  of  (i)  such
interest shortfall (or portion thereof which has not been paid to
the  Class  B Certificateholder), times (ii) (A) a fraction,  the
numerator  of  which is the actual number of days in  the  period
from  and  including  the  preceding  Distribution  Date  to  but
excluding such Distribution Date and the denominator of which  is
360, times (B) the applicable rate of interest on each day, shall
be  payable  as  provided in the Supplement with respect  to  the
Class  B  Certificates, on each Distribution Date following  such
Distribution Date to and including the Distribution Date on which
such  interest shortfall is paid to the Class B Certificateholder
(any  such  amount  being referred to herein  as  an  "Additional
Interest  Amount").   Notwithstanding anything  to  the  contrary
herein,  any Additional Interest Amount shall only be payable  or
distributed  to  the  Class  B Certificateholder  to  the  extent
permitted by applicable law.

           (h)   Subject  to  the terms and  conditions  of  this
Agreement  and  the  Supplement (including,  without  limitation,
Section 4.6(f) thereof), the Transferor may decrease the Class  B
Investor  Principal Balance in whole or in part on  any  Business
Day  by  giving  the Class B Agent prior written notice  of  such
decrease no later than 4:00 p.m. (Pittsburgh, Pennsylvania  time)
on  (i)  in  the  case  of a decrease in  the  Class  B  Investor
Principal  Balance  of  $10,000,000 or  less,  the  Business  Day
immediately  preceding the Business Day on  which  such  decrease
shall  occur,  (ii)  in the case of a decrease  in  the  Class  B
Investor Principal Balance of more than $10,000,000 but less than
$30,000,000,  the  third Business Day immediately  preceding  the
Business Day on which such decrease shall occur, and (iii) in the
case  of a decrease in the Class B Investor Principal Balance  of
$30,000,000 or more, the fifth Business Day immediately preceding
the  Business  Day on which such decrease shall occur;  provided,
however,  that  each  such  decrease  in  the  Class  B  Investor
Principal  Balance shall be in a minimum amount of  $500,000  and
integral multiples of $100,000 in excess thereof.

           2.4  Requirements of Law.  (a)  In the event that  any
Affected   Party  shall  have  reasonably  determined  that   any
Regulatory Change shall:

              (i)  subject such Affected Party to any tax of  any
     kind   whatsoever  with  respect  to  this  Agreement,   its
     Commitment  or  its  beneficial  interest  in  the  Class  B
     Certificates, or change the basis of taxation of payments in
     respect thereof (except for Taxes covered by Section 2.5 and
     taxes  included  in  the definition  of  Excluded  Taxes  in
     subsection  2.5(a) and changes in the rate  of  tax  on  the
     overall net income of such Affected Party);

             (ii)  impose, modify or hold applicable any reserve,
     special  deposit,  compulsory loan  or  similar  requirement
     against assets held by, deposits or other liabilities in  or
     for  the account of, advances, loans or other extensions  of
     credit  by,  or  any  other acquisition of  funds  by,  such
     Affected Party; or

              (iii)  impose  on  such Affected  Party  any  other
     condition.

and the result of any of the foregoing is to increase the cost to
such  Affected Party, by an amount which such Affected Party,  in
its reasonable judgment, deems to be material, of maintaining its
Commitment or its beneficial interest in the Class B Certificates
or  to reduce any amount receivable in respect thereof, then,  in
any  such  case, after submission by such Affected Party  to  the
Agent  of  a written request therefor and the submission  by  the
Agent  to  the Transferor, the Trustee and the Servicer  of  such
written  request therefor, (subject to subsection 9.12(a) hereof)
the  Transferor  shall pay to the Agent for the account  of  such
Affected  Party  any additional amounts necessary  to  compensate
such  Affected  Party for such increased cost or  reduced  amount
receivable, together with interest on each such amount  from  the
day  which  is ten Business Days after the date such request  for
compensation  under  this subsection 2.4(a) is  received  by  the
Transferor until payment in full thereof (after as well as before
judgment) at the Agent Base Rate in effect from time to time.

             (b)  In the event that any Affected Party shall have
reasonably  determined  that  any  Regulatory  Change   regarding
capital adequacy has the effect of reducing the rate of return on
such   Affected  Party's  capital  or  on  the  capital  of   any
corporation  controlling such Affected Party as a consequence  of
its obligations hereunder or its maintenance of its Commitment or
its  beneficial interest in the Class B Certificates to  a  level
below  that  which such Affected Party or such corporation  could
have  achieved  but  for  such  Regulatory  Change  (taking  into
consideration   such  Affected  Party's  or  such   corporation's
policies   with  respect  to  capital  adequacy)  by  an   amount
reasonably  deemed by such Affected Party to be  material,  then,
from time to time, after submission by such Affected Party to the
Agent  of a written request therefor and submission by the  Agent
to  the  Transferor  and  the Servicer of  such  written  request
therefor,  (subject to subsection 9.12(a) hereof) the  Transferor
shall  pay  to  the Agent for the account of such Affected  Party
such  additional  amount  or  amounts  as  will  compensate  such
Affected Party for such reduction, together with interest on each
such  amount  from the day which is ten Business Days  after  the
date  such request for compensation under this subsection  2.4(b)
is  received  by  the Transferor until payment  in  full  thereof
(after  as  well as before judgment) at the Agent  Base  Rate  in
effect from time to time.

           (c)  Each Affected Party agrees that it shall use  its
reasonable  efforts  to  reduce  or  eliminate  any   claim   for
compensation pursuant to subsections 2.4(a) and 2.4(b), including
but  not limited to designating a different Investing Office  for
its  Class  B  Certificates  (or any interest  therein)  if  such
designation will avoid the need for, or reduce the amount of, any
increased amounts referred to in subsection 2.4(a) or 2.4(b)  and
will  not,  in the reasonable opinion of such Affected Party,  be
disadvantageous to such Affected Party or inconsistent  with  its
policies  or  result in an unreimbursed cost or expense  to  such
Affected Party or in an increase in the aggregate amount  payable
under  both  subsections  2.4(a) and 2.4(b).   If  any  increased
amounts referred to in subsection 2.4(a) or 2.4(b) shall  not  be
eliminated or reduced by the designation of a different Investing
Office and payment thereof hereunder shall not be waived by  such
Affected  Party, the Transferor shall have the right  to  replace
such  Affected  Party  hereunder with a new purchaser  reasonably
acceptable  to  the  Agent ("Replacement Purchaser")  that  shall
succeed to the rights of such Affected Party under this Agreement
and  such Affected Party shall assign its beneficial interest  in
the  Class  B  Certificates  to  such  Replacement  Purchaser  in
accordance with the provisions of Section 8.1, provided, that (i)
such  Affected Party shall not be replaced here under with a  new
investor  until  such Affected Party has been paid  in  full  its
Percentage Interest of the Class B Investor Principal Balance and
all  accrued  and  unpaid Yield (including  any  Liquidation  Fee
determined for the replacement date) thereon by such new investor
and  all  other amounts (including all amounts owing  under  this
Section  2.4) owed to it pursuant to this Agreement and  (ii)  if
the   Affected   Party  to  be  replaced  is   the   Agent,   the
Administrative Agent or any Support Bank or, unless the Agent and
the  Administrative Agent otherwise agree, a Structured Purchaser
sponsored  or  administered by the Administrative  Agent  or  the
Agent  (in  its  individual capacity),  a  replacement  Agent  or
Administrative  Agent,  as  the case  may  be,  shall  have  been
appointed  in  accordance  with Section  7.9  and  the  Agent  or
Administrative  Agent, as the case may be, to be  replaced  shall
have been paid all amounts owing to it as Agent or Administrative
Agent,  as the case may be, pursuant to this Agreement; provided,
further,  that the Transferor shall pro vide such Affected  Party
with  an Officer's Certificate stating that such new investor  is
not subject to, or has agreed not to seek, such increased amount.

           (d)   Each  Affected Party claiming increased  amounts
described  in  subsection 2.4(a) or 2.4(b) will  furnish  to  the
Agent  (together with its request for compensation) a certificate
setting forth any actions taken by such Affected Party to  reduce
or eliminate such increased amounts pursuant to subsection 2.4(c)
and  the  basis and the calculation of the amount (in  reasonable
detail)  of  each  request by such Affected Party  for  any  such
increased  amounts  referred to in subsection 2.4(a)  or  2.4(b),
such  certificate to be conclusive as to the factual  information
set forth therein absent manifest error.

           2.5   Taxes.   (a)  All payments made to the  Class  B
Purchasers or the Agent under this Agreement and the Pooling  and
Servicing  Agreement (including all amounts payable with  respect
to the Class B Certificates) shall, to the extent allowed by law,
be  made  free and clear of, and without deduction or withholding
for  or  on  account of, any present or future income,  stamp  or
other  taxes, levies, imposts, duties, charges, fees,  deductions
or  withholdings,  now or hereafter imposed,  levied,  collected,
withheld or assessed by any Governmental Authority (collectively,
"Taxes"),   excluding   (i)  income  taxes  (including,   without
limitation, branch profit taxes, minimum taxes and taxes computed
under  alternative methods, at least one of which is based on  or
measured  by  net income), franchise taxes (imposed  in  lieu  of
income taxes), or any other taxes based on or measured by the net
income  of the Class B Purchaser or the gross receipts or  income
of the Class B Purchaser; (ii) any Taxes that would not have been
imposed  but  for  the failure of such Class B Purchaser  or  the
Agent,  as applicable, to provide and keep current (to the extent
legally  able) any certification or other documentation  required
to  qualify for an exemption from, or reduced rate of,  any  such
Taxes or required by this Agreement to be furnished by such Class
B  Purchaser or the Agent, as applicable; (iii) any Taxes imposed
as a result of a change by any Class B Purchaser of the Investing
Office  (other than changes mandated by this Agreement, including
subsection 2.4(c) hereof, or required by law); and (iv) any Taxes
imposed  as a result of the Transfer by any Class B Purchaser  of
its  interest hereunder other than in accordance with Section 8.1
(all  such  excluded  taxes  being hereinafter  called  "Excluded
Taxes").   If any Taxes, other than Excluded Taxes, are  required
to be withheld from any amounts payable to a Class B Purchaser or
the Agent hereunder or under the Pooling and Servicing Agreement,
then after sub mission by any Class B Purchaser to the Agent  (in
the  case of an amount payable to a Class B Purchaser) and by the
Agent  to  the  Transferor and the Servicer of a written  request
therefor, the amounts so payable to such Class B Purchaser or the
Agent, as applicable, shall be increased and the Transferor shall
be  liable  to pay to the Agent for the account of such  Class  B
Purchaser  or for its own account, as applicable, the  amount  of
such  increase) to the extent necessary to yield to such Class  B
Purchaser or the Agent, as applicable (after payment of all  such
Taxes)  interest or any such other amounts payable  hereunder  or
thereunder  at  the  rates or in the amounts  specified  in  this
Agreement  and  the  Pooling and Servicing  Agreement;  provided,
however, that the amounts so payable to such Class B Purchaser or
the  Agent  shall  not be increased pursuant to  this  subsection
2.5(a)  if such requirement to withhold results from the  failure
of such Person to comply with subsection 2.5(c) hereof.  Whenever
any  Taxes  are payable on or with respect to amounts distributed
to  a  Class  B Purchaser or the Agent, as promptly  as  possible
thereafter  the Servicer shall send to the Agent,  on  behalf  of
such  Class B Purchaser (if applicable), a certified copy  of  an
original  official  receipt  showing  payment  thereof.   If  the
Trustee,  upon the direction of the Servicer, fails  to  pay  any
Taxes  when due to the appropriate taxing authority or  fails  to
remit  to  the  Agent, on behalf of such Class  B  Purchaser  (if
applicable), the required receipts or other required  documentary
evidence, subject to subsection 9.12(a), the Transferor shall pay
to  the Agent on behalf of such Class B Purchaser or for its  own
account,  as  applicable,  any  incremental  taxes,  interest  or
penalties  that may become payable by such Class B  Purchaser  or
the  Agent,  as applicable, as a result of any such failure.   If
any  increased amounts payable under this subsection 2.5(a) shall
not be waived by the applicable Class B Purchaser, the Transferor
shall  have the right to replace the Class B Purchaser  hereunder
with  a Replacement Purchaser that will succeed to the rights  of
such  Class B Purchaser under this Agreement; provided, that  (i)
such Class B Purchaser shall not be replaced hereunder with a new
investor  until such Class B Purchaser has been paid in full  its
Percentage Interest of the Class B Investor Principal Balance and
all  accrued  and  unpaid Yield (including  any  Liquidation  Fee
determined  for  the  replacement date)  thereon  and  all  other
amounts (including all amounts owing under this Section 2.5) owed
to  it  pursuant  to  this Agreement and  (ii)  if  the  Class  B
Purchaser  to  be replaced is the Agent or Administrative  Agent,
or,  unless  the  Agent  and the Administrative  Agent  otherwise
agree,  a Structured Purchaser sponsored or administered  by  the
Administrative Agent or the Agent (in its individual capacity), a
replacement  Agent or Administrative Agent, as the case  may  be,
shall have been appointed in accordance with Section 7.9 and  the
Agent or Administrative Agent, as the case may be, to be replaced
shall  have  been  paid  all amounts owing  to  it  as  Agent  or
Administrative  Agent,  as  the case may  be,  pursuant  to  this
Agreement;  provided, further, that the Transferor shall  provide
such Class B Purchaser with an Officer's Certificate stating that
such  new investor is not subject to such Taxes or that such  new
investor is subject to a lesser amount of Taxes than the Class  B
Purchaser.

           (b)  A  Class  B Purchaser claiming increased  amounts
under subsection 2.5(a) for Taxes paid or payable by such Class B
Purchaser (or the Agent for its own account) will furnish to  the
Agent  who  will  furnish to the Transferor and  the  Servicer  a
certificate,  setting forth the basis and amount of each  request
by  such Class B Purchaser for such Taxes, such certificate to be
conclusive as to the factual information set forth therein absent
manifest error.  All such amounts shall be due and payable to the
Agent on behalf of such Class B Purchaser or for its own account,
as the case may be, on the succeeding Distribution Date following
receipt  by the Transferor of such certificate at least  10  days
prior to such Distribution Date, in each case if then incurred by
such Class B Purchaser and otherwise shall be due and payable  on
the  following Distribution Date (or, if earlier, on  the  Series
1999-1 Termination Date).

           (c)   Each  Class  B  Purchaser and  each  Participant
holding an interest in Class B Certificates agrees that prior  to
the  date  on which the first interest payment hereunder  is  due
thereto, it will deliver to the Servicer and the Trustee, if such
Class  B  Purchaser or Participant is not incorporated under  the
laws  of  the  United States or any State thereof  (i)  two  duly
completed  copies of the U.S. Internal Revenue Service Form  4224
or successor applicable forms required to evidence that the Class
B  Purchaser's or Participant's income from this Agreement or the
Class  B Certificates is "effectively connected" with the conduct
of  a  trade or business in the United States as the case may  be
and  (ii)  a  U.S. Internal Revenue Service Form W-8  or  W-9  or
successor  applicable or required forms.  Each Class B  Purchaser
or  Participant holding an interest in Class B Certificates  also
agrees  to  deliver to the Servicer and the Trustee  two  further
copies  of  said Form 4224 and Form W-8 or W-9, or such successor
applicable  forms or other manner of certification, as  the  case
may  be,  on  or  before the date that any such form  expires  or
becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to  the
Servicer and the Trustee, and such extensions or renewals thereof
as  may  reasonably be requested by the Servicer, unless  in  any
such  case,  solely  as a result of a change in  treaty,  law  or
regulation occurring prior to the date on which any such delivery
would  otherwise be required, and assuming that Section  1446  of
the  Code  does  not apply, the Class B Purchaser  is  no  longer
eligible  to  deliver the then-applicable form set  forth  above.
Each  Class  B  Purchaser certifies, represents and warrants  and
each  Participant acquiring an interest in a Class B  Certificate
or  Class  B  Purchaser  which  is  an  Assignee  shall  certify,
represent   and   warrant  as  a  condition  of   acquiring   its
Participation or beneficial interest in the Class B  Certificates
(x)  that  its  income  from  this  Agreement  or  the  Class   B
Certificates is effectively connected with a United States  trade
or  business  and  (y) that it is entitled to an  exemption  from
United  States  backup withholding tax.  Further,  each  Class  B
Purchaser covenants and each Participant acquiring an interest in
a  Class  B  Certificate that for so long as it shall  hold  such
Participation or Class B Certificates it shall be  held  in  such
manner  that the income therefrom shall be effectively  connected
with  the  conduct  of a United States trade  or  business.   The
Servicer  and the Trustee shall be entitled to withhold or  cause
such withholding, and additional amounts in respect of Taxes need
not be paid to a Class B Purchaser or Participant in the event of
a  breach  of the certifications, representations, warranties  or
covenants  set forth in this subsection 2.5(c) by  such  Class  B
Purchaser or Participant.

           (d)   In  the  event  that any Class  B  Purchaser  or
Participant  holding  an interest in Class B  Certificates  shall
breach   the   certifications,  representations,  warranties   or
covenants  set  forth in this Section 2.5, the  Transferor  shall
have  the  right  to  replace  such Class  B  Purchaser  or  such
Participant's lead Class B Purchaser hereunder with a Replacement
Purchaser  that  shall  succeed to the rights  of  such  Class  B
Purchaser  under  this Agreement and, subject to compliance  with
the  provisos  to  the last sentence of subsection  2.5(a),  such
Class B Purchaser shall assign its interest in this Agent and any
Class B Certificates owned by it to such Replacement Purchaser in
accordance with the provisions of Section 8.1.

           2.6  Non-recourse.  (a)  Except to the extent provided
in  this  Section  2.6,  the obligation  to  repay  the  Class  B
Repayment Amount shall be without recourse to the Transferor, the
Servicer  (or  any Person acting on behalf of any of  them),  the
Holder  of  the  Exchangeable Transferor Certificate,  the  Trust
(except to the extent specifically provided for herein or in  the
Pooling    and    Servicing   Agreement),   the   Trustee,    the
Certificateholders or any Affiliate of any of them, and shall  be
limited   solely  to  amounts  payable  to  the   Series   1999-1
Certificateholders under the Pooling and Servicing Agreement.  To
the extent that such amounts are insufficient to pay the Class  B
Repayment  Amount,  the obligation to pay the Class  B  Repayment
Amount  shall not constitute a claim against the Transferor,  the
Servicer  (or  any Person acting on behalf of any of  them),  the
Holder  of  the  Exchangeable Transferor Certificate,  the  Trust
(except to the extent specifically provided for herein or in  the
Pooling    and    Servicing   Agreement),   the   Trustee,    the
Certificateholders   or   any   Affiliate   of   any   of   them.
Notwithstanding anything to the contrary contained herein, if the
Transferor  or  the  Servicer shall fail  to  make  any  payment,
deposit  or  transfer relating to the Series 1999-1  Certificates
required  to  be  made  pursuant to  the  Pooling  and  Servicing
Agreement  and, as a result of such failure, the amount available
to be applied to the Class B Certificates pursuant to the Pooling
and  Servicing  Agreement is reduced to an amount which  is  less
than  the  amount which otherwise would have been  available  had
such  payment, deposit or transfer been made (the amount  of  any
such reduction hereinafter referred to as a "Re duction Amount"),
the  Transferor or the Servicer, as the case may be, shall  repay
the  Class  B Investor Principal Balance, together with  interest
due   thereon  in  accordance  with  the  Pooling  and  Servicing
Agreement,  to the extent of (i) such Reduction Amount  and  (ii)
interest  on the portion of the Class B Investor Charge-Offs,  if
any, which results from the existence of any Reduction Amount  at
the Agent Base Rate plus 2.00% per annum.

           (b)   Subject  to and without limiting  the  foregoing
provisions of this Section 2.6, the obligations of the Transferor
and   the  Servicer  under  this  Agreement  shall  be  absolute,
unconditional and irrevocable and shall be performed strictly  in
accordance with the terms of this Agreement, irrespective of  any
of the following circumstances:

              (i)  any lack of validity or enforceability of this
     Agreement,  the Pooling and Servicing Agreement, the  Series
     1999-1 Certificates or the Supplement;

              (ii)  any amendment to or waiver of, or consent  to
     or   departure  from,  this  Agreement,  the  Series  1999-1
     Certificates,  the Pooling and Servicing  Agreement  or  the
     Supplement, unless agreed to by the Required Class B  Owners
     and  the  Required Class B Purchasers or  all  the  Class  B
     Owners  and  the  Required Class B  Purchasers  if  required
     hereunder;

              (iii)   the existence of any claim, setoff, defense
     or  other  right which the Transferor, the Servicer  or  the
     Trustee may have at any time against each other, the  Agent,
     the  Administrative Agent or any Class B Purchaser,  as  the
     case may be, or any other Person, whether in connection with
     this  Agreement, the Class B Certificates, the  Pooling  and
     Servicing Agreement or any unrelated transactions;

              (iv)  the bankruptcy or insolvency of the Trust  or
     with  respect to any party jointly and severally liable with
     another party hereto, of such other party; or

               (v)    any   other  circumstances   or   happening
     whatsoever, whether or not similar to any of the  foregoing;
     provided,  that, with respect to obligations  owing  to  any
     Class B Purchaser, the same shall not have constituted gross
     negligence or willful misconduct of such Class B Purchaser.

            2.7   Indemnification.   ()   Subject  to  subsection
9.12(a) hereof in the case of the Transferor, the Transferor  and
FDSNB,  jointly  and  severally,  agree  to  indemnify  and  hold
harmless  the Agent, the Administrative Agent, each Support  Bank
and   each   Class  B  Purchaser  and  any  directors,  officers,
employees, attorneys, auditors or accountants of such Agent,  the
Administrative  Agent, Support Bank or Class  B  Purchaser  (each
such  person  being  referred to as  an  "Indemnitee")  from  and
against  any and all claims, damages, losses, liabilities,  costs
or ex penses whatsoever which such Indemnitee may incur (or which
may  be  claimed  against such Indemnitee) by  reason  of  or  in
connection with the execution and delivery of, or payment  under,
this  Agreement, the Pooling and Servicing Agreement, the  Series
1999-1  Certificates,  except (i) to the  extent  that  any  such
claim,  damage, loss, liability, cost or expense shall be  caused
by the willful misconduct or gross negligence of such Indemnitee,
(ii)  to the extent that any such claim, damage, loss, liability,
cost  or  expense  relates to any Excluded Taxes,  (iii)  to  the
extent  that  any  such claim, damage, loss, liability,  cost  or
expense  relates to disclosure made by the Agent  or  a  Class  B
Purchaser  in  connection  with an  Assignment  or  Participation
pursuant to Section 8.1 of this Agreement which disclosure is not
based  on information given to the Agent by or on behalf  of  the
Transferor,  the Servicer or the Trustee or (iv)  to  the  extent
that  such claim, damage, loss, liability, cost or expense  shall
be  caused  by  a  charge  off  of  Receivables.   The  foregoing
indemnity shall include any claims, damages, losses, liabilities,
costs or expenses to which any such Indemnitee may become subject
under  the  Securities Act of 1933, as amended (the  "Act"),  the
Securities  Exchange  Act  of 1934, as  amended,  the  Investment
Company Act of 1940, as amended, or other federal or state law or
regulation  arising out of or based upon any untrue statement  or
alleged  untrue  statement of a material fact in  any  disclosure
document  relating to the Class B Certificates  or  the  Class  A
Certificates, or any amendments thereof or supplements thereto or
arising  out  of,  or  based upon, the omission  or  the  alleged
omission  to  state  a  material  fact  necessary  to  make   the
statements   therein  or  any  amendment  thereof  or  supplement
thereto,  in light of the circumstances in which they were  made,
not misleading.

           (b)  Promptly after the receipt by an Indemnitee of  a
notice  of  the commencement of any action against an Indemnitee,
such  Indemnitee will notify the Agent and the Agent will,  if  a
claim  in  respect thereof is to be made against  the  Transferor
pursuant to subsection 2.7(a) (the "Indemnifying Party"),  notify
the  Indemnifying Party in writing of the commencement there  of;
but  the  omission so to notify such party will not relieve  such
party  from  any  liability which it may have to such  Indemnitee
pursuant  to subsection 2.7(a). Upon receipt of such notice,  the
Indemnifying  Party shall assume the defense of  such  action  or
proceeding,  including the employment of counsel satisfactory  to
the  Indemnitee in its reasonable judgment and the payment of all
related expenses.  Each Indemnitee shall have the right to employ
separate  counsel  in  any  such  action  or  proceeding  and  to
participate  in  (but not control) the defense thereof,  but  the
fees  and  expenses of such counsel shall be at its  own  expense
unless (a) the Indemnifying Party shall have failed to assume  or
continue  to  defend  such action or proceeding,  (b)  the  named
parties to any such action or proceeding (including any impleaded
parties)  include both such Indemnitee and either the  Transferor
or   another   person  or  entity  that  may   be   entitled   to
indemnification from the Transferor (by virtue of this  Agreement
or  otherwise)  and such Indemnitee shall have  been  advised  by
counsel that there may be one or more legal defenses available to
such  Indemnitee which are different from or additional to  those
available  to  the  Transferor  or  such  other  party  or  shall
otherwise  have  reasonably determined that the co-representation
would  present such counsel with a conflict of interest,  or  (c)
the  Indemnifying  Party and the Indemnitee shall  have  mutually
agreed  to the retention of separate counsel.  Anything contained
in   this   Agreement   to  the  contrary  notwithstanding,   the
Indemnifying  Party  (i)  shall not be  entitled  to  assume  the
defense  of  any  part of a Third Party Claim  that  specifically
seeks  an  order, injunction or other equitable relief or  relief
for  other  than money damages against the Indemnitee,  and  (ii)
shall not (and shall not permit any counsel employed pursuant  to
this  Section 2.7) to enter into any settlement, or agree to  the
terms  of  any settlement, without the prior written  consent  of
each Indemnitee that would be affected thereby.

           2.8  Termination Events.  In the event that any one or
more  of  the following (each, a "Termination Event") shall  have
occurred:

              (a)  the failure of the Transferor, the Servicer or
     the  Trustee  to  make  a  deposit,  payment  or  withdrawal
     required hereunder or under any Related Document (determined
     without regard to the failure of the Servicer to deliver any
     statement  or  certificate required hereunder or  under  the
     Supplement  in order for such deposit, payment or withdrawal
     to  be made) when and as required and such failure continues
     for  five  Business Days; provided that the failure  of  the
     Transferor   to   make  additional  payments   pursuant   to
     subsection 2.4(a) or 2.4(b) or Section 2.5 hereof shall  not
     constitute a Termination Event unless such failure continues
     after  the  last  Business Day of the Monthly  Period  which
     follows  the Monthly Period in which the Transferor received
     a request for such payment pursuant to such subsection;

              (b)  any representation or warranty made herein  or
     in  connection  with this Agreement by the  Transferor,  the
     Servicer  or the Trustee shall prove to have been  incorrect
     in  any  material  respect when made, and  continues  to  be
     incorrect in any material respect for a period of sixty (60)
     days after receipt of written notice thereof, requiring  the
     same  to  be  remedied, by the Transferors and the  Servicer
     from the Agent and as a result the interests of the Class  B
     Purchasers  or  any  other  them  are  and  continue  to  be
     materially and adversely affected;

              (c)   the failure by the Transferor or the Servicer
     or,  if  such  failure  is reasonably  expected  to  have  a
     material  adverse  effect on the Class B Investors,  by  the
     Trustee, to duly observe or perform any term or provision of
     this  Agreement  (except as described in clause  (a)  above)
     which  is  not cured within 60 days after written notice  of
     such failure is given to the defaulting party by the Agent;

              (d)   the  occurrence (whether occurring before  or
     after the commencement of an Amortization Period) of a Trust
     Pay  Out  Event, a Series 1999-1 Pay Out Event or a Servicer
     Default,  or  the occurrence of an event or condition  which
     would  be  a  Trust Pay Out Event, a Series 1999-1  Pay  Out
     Event  or a Servicer Default but for a waiver of or  failure
     to declare or determine such event by the Certificateholders
     or the Trustee;

             (e)  the Commitment Expiration Date; or

              (f)   Market Street Funding Corporation  shall  not
     have  become a Class B Purchaser hereunder by the  ninetieth
     calendar day after the Closing Date;

then,  in  the event of a Termination Event described in  any  of
clauses (a) through (d) above, in addition to any other rights or
remedies of the Class B Purchasers hereunder or under any Related
Documents, (A) the Administrative Agent, at the direction of  the
Required  Class B Owners and of the Required Class  B  Purchasers
(and  without  regard to whether a similar direction  shall  have
been   given  pursuant  to  the  Class  A  Certificate   Purchase
Agreement)  in their discretion, shall deliver a Reserve  Account
Increase   Notice  to  the  Servicer  as  contemplated   by   the
Supplement, and/or (B) the Administrative Agent, at the direction
of  the  Required  Class B Owners and of  the  Required  Class  B
Purchasers  (and  without regard to whether a  similar  direction
shall  have  been  given  pursuant to  the  Class  A  Certificate
Purchase  Agreement) in their discretion, shall deliver a  notice
to  the Trustee and the Servicer that such Termination Event  has
occurred  and directing that such Termination Event constitute  a
Series  1999-1  Pay  Out  Event under  subsection  10(g)  of  the
Supplement.   In the event that a Termination Event described  in
clause (e) above shall have occurred, the Agent shall give notice
thereof to the Administrative Agent, which shall, without further
direction, deliver prompt notice to the Trustee and the  Servicer
that  such Termination Event has occurred and directing that such
Termination Event constitute a Series 1999-1 Pay Out Event  under
subsection 10(g) of the Supplement.

           2.9   Certain  Agreements of the  Agent.   If  on  the
thirtieth  day  after the Closing Date and/or  the  sixtieth  day
after the Closing Date (or, in either case, if such day is not  a
Business  Day,  the immediately succeeding Business  Day)  Market
Street  Funding  Corporation  has failed  to  become  a  Class  B
Purchaser  hereunder,  the  Agent hereby  agrees  to  notify  the
Transferor on such thirtieth and/or sixtieth day of the basis for
such failure and any actions that are required to be taken by the
Transferor,  Servicer  or any of their affiliates  or  agents  in
order  for Market Street Funding Corporation to become a Class  B
Purchaser hereunder.

          SECTION 3.     CONDITIONS PRECEDENT

           3.1   Condition to Initial Purchase.  As  a  condition
precedent  to  the initial purchase by any Class B Purchasers  of
the Class B Certificates, (i) the Agent on behalf of the Class  B
Purchasers shall have received on the Closing Date the  following
items,  each of which shall be in form and substance satisfactory
to the Agent:

              (a)   the favorable written opinion of counsel  for
each  of Prime II Receivables Corporation and FDSNB addressed  to
the  Agent and the Class B Purchasers and dated the Closing Date,
covering  general  corporate matters and the  due  execution  and
delivery  of,  and  the enforceability of, each  of  the  Related
Documents  to  which it is party and such other  matters  as  the
Agent may request;

             (b)  a copy of (i) the corporate charter and by-laws
of,  and  an incumbency certificate with respect to its  officers
executing  any  of the Related Documents on the Closing  Date  on
behalf  of,  each of Prime II Receivables Corporation and  FDSNB,
certified by an authorized officer of each such entity, (ii) good
standing certificates from the appropriate Governmental Authority
as  of a recent date with respect to each of Prime II Receivables
Corporation  and  FDSNB and (iii) resolutions  of  the  Board  of
Director (or an authorized committee thereof) of each of Prime II
Receivables  Corporation and FDSNB with respect  to  the  Related
Documents  to  which  it  is party, certified  by  an  authorized
officer of each such entity;

              (c)   the  representations and  warranties  of  the
Transferor set forth or referred to in Section 4.1 hereof and the
representations and warranties of FDSNB set forth or referred  to
in  Section 4.2 hereof shall be true and correct in all  material
respects on Closing Date as though made on and as of the  Closing
Date,  and the Agent shall have received an Officer's Certificate
of  the  Transferor  and of FDSNB, respectively,  confirming  the
satisfaction of the condition set forth in this clause (c);

               (d)   customary   sale/security   interest,   tax,
bankruptcy and non-consolidation opinions, addressed to the Agent
and the Class B Purchasers;

               (e)    an   agreed  procedures  letter  from   the
independent   certified  public  accountants  of  FDSNB   and   a
certificate of an authorized officer of FDSNB with respect to the
accuracy  of data previously furnished to the Agent with  respect
to  the Receivables in the Trust, in each case in form and  scope
satisfactory to the Agent;

              (f)   an  executed copy of the Master  Pooling  and
Servicing Agreement, the Receivables Purchase Agreement  and  the
Supplement;

              (g)   evidence satisfactory to the Agent  that  the
Class C Certificates having a Class C Initial Invested Amount  at
least equal to the Required Class C Invested Amount;

              (h)   evidence satisfactory to the Agent  that  the
initial  deposit  (if  any) in the Reserve  Account  required  by
Section 4.9(a) of the Pooling and Servicing Agreement shall  have
been made;

              (i)  evidence satisfactory to the Agent of the  due
execution  and delivery of the Related Documents to which  it  is
party by the Trustee; and

              (j)   all  up  front fees and expenses  agreed  and
specified in the Class B Fee Letter shall have been paid  by  the
Transferor on the Closing Date; and

(ii)   all  representations and warranties of the Transferor  and
the  Servicer contained herein shall be true and correct  in  all
material respects on the Closing Date (and after giving effect to
the  transactions  contemplated hereby) and  no  event  which  of
itself  or with the giving of notice or lapse of time,  or  both,
would  permit the furnishing of a Reserve Account Increase Notice
has  occurred and is continuing and the Agent shall have received
an  Officer's  Certificate  of each of  the  Transferor  and  the
Servicer to such effect.

           3.2  Condition to Additional Purchases.  The following
shall  be  conditions precedent to each purchase by any  Class  B
Purchasers of VFC Additional Class B Invested Amounts hereunder:

              (a)   the Transferor shall have timely delivered  a
     Purchase  Request  pursuant  to subsection  2.1(c)  of  this
     Agreement;

             (b)  no Termination Event shall have occurred;

              (c)   after giving effect to such purchase  of  VFC
     Additional  Class B Invested Amount, the aggregate  Class  B
     Investor  Principal Balance shall not exceed  the  aggregate
     Commitments  of the Committed Class B Purchasers  minus  the
     aggregate Commitments of all Defaulting Purchasers;

             (d)  the conditions set forth in Section 6.15 of the
     Pooling and Servicing Agreement to the issuance of such  VFC
     Additional   Class  B  Invested  Amount  shall   have   been
     satisfied; and

              (e)   the  representations and  warranties  of  the
     Transferor  contained in Section 4.1 and of FDSNB  contained
     in  Section  4.2 shall be true and correct in  all  material
     respects  on  and  as of the applicable  Purchase  Date,  as
     though  made  on  and  as  of  such  date,  other  than  the
     representations  and warranties of FDSNB  contained  in  the
     last  sentence of subsection 4.2(f) or in subsection 4.2(h),
     which  shall  have  been true and correct  in  all  material
     respects  when  made and as of the Closing Date,  and  other
     than  the  representations and warranties of the  Transferor
     and  of  FDSNB set forth in subsection 4.1(l) and subsection
     4.2(g), respectively, which shall have been true and correct
     on  all  material respects on or as of the respective  dates
     specified therein.

          SECTION 4.     REPRESENTATIONS AND WARRANTIES

           4.1  Representations and Warranties of the Transferor.
The  Transferor repeats and reaffirms to the Class  B  Purchasers
and   the  Agent  the  representations  and  warranties  of   the
Transferor  set forth in Sections 2.3 and 2.4 of the Pooling  and
Servicing  Agreement  and  represents  and  warrants  that   such
representations  and warranties are true and correct  as  of  the
date hereof.  The Transferor further represents and warrants  to,
and agrees with, the Agent and each Class B Purchaser that, as of
the date hereof:

              (a)  The Transferor has been duly organized and  is
validly existing and in good standing as a corporation under  the
laws of the State of Delaware, with corporate power and authority
to own its properties and to transact the business in which it is
now  engaged, and the Transferor is duly qualified to do business
and  is in good standing in each State of the United States where
the nature of its business requires it to be so qualified.

              (b)   The Transferor has the full corporate  power,
authority  and legal right to make, execute, deliver and  perform
the  Related  Documents  to which it is  party  and  all  of  the
transactions contemplated thereby and to issue the Series  1999-1
Certificates from the Trust and has taken all necessary corporate
action  to  authorize the execution, delivery and performance  of
the  Related  Documents to which it is party and  such  issuance.
Each  of  the  Related Documents to which it is party constitutes
the   legal,  valid  and  binding  agreement  of  the  Transferor
enforceable  in accordance with its terms (subject to  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or   other
similar laws affecting the enforcement of the rights of creditors
generally  and  except as such enforceability may be  limited  by
general  principles of equity, whether considered in a proceeding
at law or in equity).

              (c)   The Transferor is not required to obtain  the
consent  of any other party or any consent, license, approval  or
authorization   of,  or  registration  with,   any   Governmental
Authority   in  connection  with  the  execution,   delivery   or
performance of each of the Related Documents to which it is party
that has not been duly obtained and which is not and will not  be
in full force and effect on the Closing Date.

              (d)  The execution, delivery and performance of the
Related Documents to which it is party by the Transferor  do  not
violate  or  conflict with any provision of any existing  law  or
regulation applicable to the Transferor or any order or decree of
any  court  to which the Transferor is subject or the Certificate
of  Incorporation or Bylaws of the Transferor, or  any  mortgage,
security  agreement, indenture, contract or  other  agreement  to
which the Transferor is a party or by which the Transferor or any
significant portion of its properties is bound.

              (e)   There  is  no  litigation,  investigation  or
administrative proceeding before any court, tribunal,  regulatory
body or governmental body presently pending, or, to the knowledge
of the Transferor, threatened, with respect to any of the Related
Documents, the transactions contemplated thereby, or the issuance
of the Series 1999-1 Certificates and there is no such litigation
or  proceeding against the Transferor or any significant  portion
of  its properties which would, individually or in the aggregate,
have  a  material adverse effect on the transactions contemplated
by  any of the Related Documents or the ability of the Transferor
to perform its obligations thereunder.

              (f)  The Transferor is not insolvent or the subject
of any voluntary or involuntary bankruptcy proceedings.

             (g)  No Pay Out Event, Servicer Default, Termination
Event  or  event  permitting the furnishing of a Reserve  Account
Increase Notice has occurred and is continuing, and no event, act
or  omission has occurred and is continuing which, with the lapse
of  time, the giving of notice, or both, would constitute such an
event or default.

              (h)   The  Pooling and Servicing Agreement  is  not
required  to be qualified under the Trust Indenture Act of  1939,
as  amended, and neither the Trust nor the Transferor is required
to  be  registered under the Investment Company Act of  1940,  as
amended.

              (i)  The Receivables conveyed by the Transferor  to
the  Trust  under the Pooling and Servicing Agreement are  in  an
aggregate   amount,   determined  as  of   July   6,   1999,   of
$456,983,326.18.  The Receivables Purchase Agreement is  in  full
force  and  effect on the date hereof and no material default  by
any party exists thereunder.

              (j)   The Trust is duly created and existing  under
the laws of the State of New York.  Simultaneous with the closing
hereunder, all conditions to the issuance and sale of the  Series
1999-1  Certificates  set  forth in  the  Pooling  and  Servicing
Agreement  have been satisfied and the Series 1999-1 Certificates
have been duly issued by the Trust.

               (k)   Neither  the  Transferor  nor  any  of   its
Affiliates has directly, or through any agent, (i) sold,  offered
for  sale,  solicited  offers to buy or otherwise  negotiated  in
respect  of, any "security" (as defined in the Act)  that  is  or
will  be  integrated  with  the sale of  the  any  Series  1999-1
Certificates  in  a  manner that would require  the  registration
under  the  Act of the offering of the Series 1999-1 Certificates
or  (ii)  engaged in any form of general solicitation or  general
advertising in connection with the offering of the Series  1999-1
Certificates (as those terms are used in Regulation D  under  the
Act)  or  in  any manner involving a public offering  within  the
meaning of Section 4(2) of the Act.  Assuming the accuracy of the
representations and warranties of each Class B Purchaser  in  its
Investment  Letter and of each purchaser of Class A  Certificates
and  Class C Certificate in their respective investment  letters,
the  offer  and  sale  of  the  Series  1999-1  Certificates  are
transactions  which are exempt from the registration requirements
of the Act.

              (l)   All  written  factual information  heretofore
furnished by the Transferor to, or for delivery to, the Agent for
purposes  of  or  in  connection with this Agreement,  including,
without  limitation,  information relating to  the  Accounts  and
Receivables   and  the  Transferor's  and  FDSNB's  credit   card
businesses, was true and correct in all material respects on  the
date  as  of  which such information was stated or certified  and
remains  true  and correct in all material respects (unless  such
information specifically relates to an earlier date in which case
such information shall have been true and correct in all material
respects on such earlier date).

             (m) The Transferor has reviewed the areas within its
business and operations which would reasonably be expected to  be
materially  adversely  affected by, and  have  developed  or  are
developing  a program to address on a timely basis, the  Internal
"Year 2000 Problem" (that is, the risk that computer applications
used  by  the  Transferor may be unable to recognize and  perform
properly  date-sensitive functions involving certain dates  prior
to  and  any  date on or after December 31, 1999), and  has  made
related  appropriate inquiry of material suppliers  and  vendors.
The  "Year 2000 Problem" will not have a material adverse  effect
on the interests of the Class B Purchasers or the Agent hereunder
or under the Pooling and Servicing Agreement.

           4.2   Representations and Warranties of FDSNB.   FDSNB
repeats and reaffirms to the Class B Purchasers and the Agent the
representations  and  warranties of the  Servicer  set  forth  in
Section 3.3 of the Pooling and Servicing Agreement and represents
and  warrants that such representations and warranties  are  true
and  correct as of the date hereof.  FDSNB further represents and
warrants  to,  and  agrees  with, the  Agent  and  each  Class  B
Purchaser that, as of the date hereof:

              (a)   FDSNB has been duly organized and is  validly
existing  and in good standing as a national banking  association
under  the  laws of the United States of America, with  corporate
power  and  authority to own its properties and to  transact  the
business  in which it is now engaged, and FDSNB is duly qualified
to  do business (or is exempt from such qualification) and is  in
good standing in each State of the United States where the nature
of  its  business requires it to be so qualified.   FDSNB  is  an
insured  depository institution under Section 4(a) of the Federal
Deposit Insurance Act.

              (b)   FDSNB has the full corporate power, authority
and legal right to make, execute, deliver and perform the Related
Documents   to  which  it  is  party  and  all  the  transactions
contemplated thereby and has taken all necessary corporate action
to  authorize  the  execution, delivery and  performance  of  the
Related  Documents  to which it is party.  Each  of  the  Related
Documents  to which it is party constitutes the legal, valid  and
binding  agreement  of FDSNB enforceable in accordance  with  its
terms  (subject to applicable bankruptcy, insolvency,  reorganiza
tion,  moratorium or other similar laws affecting the enforcement
of  the rights of creditors generally and the rights of creditors
of   national   banking   associations   and   except   as   such
enforceability  may be limited by general principles  of  equity,
whether considered in a proceeding at law or in equity).

              (c)  FDSNB is not required to obtain the consent of
any   other   party   or  any  consent,  license,   approval   or
authorization   of,  or  registration  with,   any   Governmental
Authority   in  connection  with  the  execution,   delivery   or
performance of each of the Related Documents to which it is party
that has not been duly obtained and which is not and will not  be
in full force and effect on the Closing Date.

             (d)  The execution, delivery and performance of each
of  the  Related Documents to which it is party by FDSNB  do  not
violate  or  conflict with any provision of any existing  law  or
regulation  applicable to FDSNB or any order  or  decree  of  any
court to which FDSNB is subject or the Articles of Association or
Bylaws  of FDSNB, or any mortgage, security agreement, indenture,
contract or other agreement to which FDSNB is a party or by which
FDSNB or any significant portion of FDSNB's properties is bound.

              (e)   There  is  no  litigation,  investigation  or
administrative proceeding before any court, tribunal,  regulatory
body or governmental body presently pending, or, to the knowledge
of  FDSNB, threatened, with respect to the Related Documents, the
transactions contemplated thereby, or the issuance of the  Series
1999-1   Certificates,  and  there  is  no  such  litigation   or
proceeding  against  FDSNB  or any  significant  portion  of  its
properties which would, individually or in the aggregate, have  a
material adverse effect on the transactions contemplated  by  any
of the Related Documents or the ability of FDSNB, in its capacity
as Servicer or otherwise, to perform its obligations thereunder.

              (f)   FDSNB is not insolvent or the subject of  any
insolvency  or liquidation proceeding.  The financial  statements
of  FDSNB delivered to the Agent are complete and correct in  all
material  respects and fairly present the financial condition  of
FDSNB as of date of such statements and the results of operations
of  FDSNB  for  the  period then ended, all  in  accordance  with
regulatory accounting principles consistently applied.  Since the
date  of  the most recent audited financial statements  of  FDSNB
delivered  to the Agent, there has not been any material  adverse
change in the condition (financial or otherwise) of FDSNB.

              (g)   All  written  factual information  heretofore
furnished by FDSNB to, or for delivery to, the Agent for purposes
of  or  in  connection  with this Agreement,  including,  without
limitation,  information relating to the Accounts and Receivables
and  the  Transferor's and FDSNB's VISAr credit card  businesses,
was  true and correct in all material respects on the date as  of
which  such information was stated or certified and remains  true
and  correct  in  all material respects (unless such  information
specifically  relates  to  an earlier date  in  which  case  such
information  shall  have been true and correct  in  all  material
respects on such earlier date).

             (h)  There are no outstanding comments from the most
recent  report prepared by FDSNB's (in its capacity as  Servicer)
independent  public  accountants in  connection  with  its  VISAr
credit card receivables.

             (i)  No Pay Out Event, Servicer Default, Termination
Event  or  event  permitting the furnishing of a Reserve  Account
Increase Notice has occurred and is continuing, and no event, act
or  omission has occurred and is continuing which, with the lapse
of  time, the giving of notice, or both, would constitute such an
event or default.

              (j)   FDSNB  has  reviewed  the  areas  within  its
business and operations which would reasonably be expected to  be
materially  adversely  affected by, and  have  developed  or  are
developing  a program to address on a timely basis, the  internal
"Year 2000 Problem" (that is, the risk that computer applications
used by the FDSNB may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any
date  on  or  after  December 31, 1999),  and  has  made  related
appropriate inquiry of material suppliers and vendors.  The "Year
2000  Problem"  will not have a material adverse  effect  on  the
interests  of  the Class B Purchasers or the Agent  hereunder  or
under the Pooling and Servicing Agreement.

           4.3   Representations and Warranties of the Agent  and
the  Class  B  Purchasers.  Each of the Agent  and  the  Class  B
Purchasers  represents  and warrants to,  and  agrees  with,  the
Transferor and the Servicer, that:

             (a)  It is duly authorized to enter into and perform
this Agreement and to purchase its Commitment Percentage (if any)
of  the Class B Certificates, and has duly executed and delivered
this  Agreement; and the person signing this Agreement on  behalf
of  such Class B Purchaser has been duly authorized by such Class
B Purchaser to do so.

             (b)  This Agreement constitutes the legal, valid and
binding  obligation  of  such Class B Purchaser,  enforceable  in
accordance with its terms, except as such enforceability  may  be
limited  by  applicable  bankruptcy, insolvency,  reorganization,
moratorium,  conservatorship  or  other  similar  laws   now   or
hereafter  in  effect  affecting the  enforcement  of  creditors'
rights  in  general,  and  except as such enforceability  may  be
limited by general principles of equity (whether considered in  a
proceeding at law or in equity).

              (c)  No registration with or consent or approval of
or  other action by any state or local governmental authority  or
regulatory  body having jurisdiction over such Class B  Purchaser
is  required  in  connection  with  the  execution,  delivery  or
performance  by  such Class B Purchaser of this  Agreement  other
than as may be required under the blue sky laws of any state.

          SECTION 5.     COVENANTS

           5.1   Covenants of the Transferor and FDSNB.  Each  of
the Transferor and FDSNB (individually or, as set forth below, as
the  Servicer) covenants and agrees, so long as any amount of the
Class  B  Investor Principal Balance shall remain outstanding  or
any  monetary  obligation arising hereunder shall remain  unpaid,
unless  the  Required  Class B Owners and the  Required  Class  B
Purchasers shall otherwise consent in writing, that:

              (a)   each of the Transferor and the Servicer shall
perform   in   all  material  respects  each  of  the  respective
agreements,  warranties  and indemnities  applicable  to  it  and
comply in all material respects with each of the respective terms
and  provisions  applicable to it hereunder and under  the  other
Related  Documents  to  which it is party, which  agreements  are
hereby  incorporated by reference into this Agreement as  if  set
forth herein in full; and each of the Transferor and the Servicer
shall  take  all reasonable action to enforce the obligations  of
each  of  the other parties to such Related Documents  which  are
contained therein;

              (b)   the Transferor and the Servicer shall furnish
to  the  Agent  ()  a copy of each opinion, certificate,  report,
statement,  notice or other communication (other than  investment
instructions) relating to the Series 1999-1 Certificates which is
furnished   by   or   on   behalf   of   either   of   them    to
Certificateholders, to any Rating Agency or to  the  Trustee  and
furnish  to  the  Agent after receipt thereof,  a  copy  of  each
notice, demand or other communication relating to the Series 1999-
1  Certificates,  this  Agreement or the  Pooling  and  Servicing
Agreement  received by the Transferor or the  Servicer  from  the
Trustee,  any  Rating Agency or 15% or more of the Series  1999-1
Certificateholders  (to  the  extent  such  notice,   demand   or
communication  relates  to  the Accounts,  the  Receivables,  any
Servicer  Default  or  any Pay Out Event); and  (ii)  such  other
information, documents records or reports respecting  the  Trust,
the  Receivables, the Transferor, FDSNB or the  Servicer  as  the
Agent   may   from  time  to  time  reasonably  request   without
unreasonable expense to the Transferor or the Servicer;

              (c)  the Servicer shall furnish to the Agent on  or
before  the  date  such  reports are due under  the  Pooling  and
Servicing   Agreement  copies  of  each  of   the   reports   and
certificates required by subsection 3.4(b) and Sections  3.5  and
3.6 of the Pooling and Servicing Agreement;

              (d)   the  Servicer shall promptly furnish  to  the
Agent  a copy, addressed to the Agent, of each opinion of counsel
delivered  to  the  Trustee pursuant to Section  13.2(d)  of  the
Pooling and Servicing Agreement;

              (e)  FDSNB shall furnish to the Agent (i) a copy of
its  annual Call Report promptly after it becomes available, (ii)
an  annual certificate dated within 90 days after the end each of
its  fiscal  years stating its compliance (or failure to  comply)
with each minimum ratio of total capital and core capital to risk-
weighted   assets   required  by  Governmental   Authorities   in
accordance with the implementation of the Basle Accord;

              (f)   the  Servicer shall furnish to  the  Agent  a
certificate  concurrently  with  its  delivery  of   its   annual
certificate pursuant to Section 3.5 of the Pooling and  Servicing
Agreement  stating  that  no  Termination  Event  (other  than  a
Termination Event described in clause (e) of subsection  2.8)  or
event  or condition which with the passage of time or the  giving
of notice, or both, would constitute such a Termination Event or,
if  such  Termination  Event, event or  condition  has  occurred,
identifying the same in reasonable detail;

              (g)  the Transferor shall not exercise its right to
accept optional reassignment of the Receivables or repurchase the
Series  1999-1 Certificates pursuant to Sections 10.2 or 12.2  of
the   Pooling  and  Servicing  Agreement  or  Section  3  of  the
Supplement, unless the Class B Purchasers have been paid, or will
be paid upon such repurchase or in connection with such op tional
reassignment,  the  Class  B  Investor  Principal  Balance,   all
interest thereon and all other amounts owing hereunder in full;

              (h)   the Transferor and the Servicer shall at  any
time  from  time  to  time  during  regular  business  hours,  on
reasonable notice to the Transferor or the Servicer, as the  case
may be, permit the Agent, or its agents or representatives to:

                (i)   examine  all books, records  and  documents
     (including  computer tapes and disks) in its  possession  or
     under its control relating to the Receivables, and

                (ii)   visit  its  offices and property  for  the
     purpose of examining such materials described in clause  (i)
     above.

The  information obtained by the Agent or any Class  B  Purchaser
pursuant  to  this  subsection shall be  held  in  confidence  in
accordance with Section 6.2 hereof;

              (i)   the  Servicer  shall furnish  to  the  Agent,
promptly   after   the  occurrence  of  any   Servicer   Default,
Termination Event, Pay Out Event or any event which would  permit
the   furnishing  of  a  Reserve  Account  Increase   Notice,   a
certificate  of  an appropriate officer of the  Servicer  setting
forth  the circumstances of such Servicer Default, Pay Out Event,
Termination Event or event and any action taken or proposed to be
taken by the Servicer or the Transferor with respect thereto;

              (j)   the Transferor and the Servicer shall  timely
make   all   payments,  deposits  or  transfers  and   give   all
instructions  to  transfer required by  this  Agreement  and  the
Pooling and Servicing Agreement;

              (k)  the Transferor shall not terminate (except  in
accordance  with  the terms thereof), amend, waive  or  otherwise
modify  the  Pooling and Servicing Agreement  or  the  Supplement
unless  (i) such amendment, waiver or modification shall not,  as
evidenced by an Officer's Certificate of the Transferor delivered
to  the  Agent,  adversely  affect in any  material  respect  the
interests  of  the  Agent or the Class B  Purchasers  under  this
Agreement  or the Pooling and Servicing Agreement, and  will  not
result in a reduction or withdrawal of the then current rating by
any  Rating  Agency of any commercial paper notes issued  by  any
Structured Purchaser; (ii) all of the provisions of Section  13.1
of  the  Pooling and Servicing Agreement have been complied  with
and  (iii)  in  the case of any amendment of the Supplement,  any
amendment  to be effected pursuant to subsection 13.1(b)  of  the
Pooling  and Servicing Agreement or any amendment to the interest
rate  to  be  borne by the Class A Certificates or  the  Class  C
Certificates, the prior written consent thereto shall  have  been
provided by the Required Class B Owners and the Required Class  B
Purchasers;

              (l)   the Transferor and the Servicer shall execute
and  deliver to the Agent all such documents and instruments  and
do  all  such  other  acts  and things as  may  be  necessary  or
reasonably  required by the Agent or the Trustee  to  enable  the
Trustee  or  the  Agent to exercise and enforce their  respective
rights  under  this  Agreement  and  the  Pooling  and  Servicing
Agreement  and  to  realize thereon,  and  record  and  file  and
rerecord and refile all such documents and instruments,  at  such
time or times, in such manner and at such place or places, all as
may  be  necessary or required by the Trustee  or  the  Agent  to
validate,  preserve,  perfect and protect  the  position  of  the
Trustee under the Pooling and Servicing Agreement;

              (m)   without  the  prior written  consent  of  the
Required Class B Owners and the Required Class B Purchasers,  the
Transferor  will  not  appoint  (or  cause  to  be  appointed)  a
successor Trustee;

              (n)   neither the Transferor nor the Servicer  will
consolidate  with  or merge into any other Person  or  convey  or
transfer  its properties and assets substantially as an  entirety
to  any Person, except (i) in accordance with Section 7.2 or  8.2
of  the  Pooling  and Servicing Agreement, with  respect  to  the
Transferor or the Servicer, respectively, and (ii) so long as (A)
the  obligations of the Transferor or the Servicer, as  the  case
may  be, under this Agreement and any other document executed and
delivered  in connection herewith shall be expressly  assumed  in
writing  by  the transferee, purchaser or successor  corporation,
(B)  the  Transferor or the Servicer, as the  case  may  be,  has
delivered to the Agent an Officer's Certificate of the Transferor
or  the Servicer and an Opinion of Counsel addressed to the Agent
and each Class B Purchaser meeting the requirements of subsection
7.2(a)(ii) or 8.2(ii) of the Pooling and Servicing Agreement,  as
appropriate, as provided in such agreement, (C) the Transferor or
the  Servicer, as the case may be, has delivered to the  Agent  a
copy  of the notice to the Rating Agencies delivered pursuant  to
subsection  7.2(a)(iii) or 8.2(iii) of the Pooling and  Servicing
Agreement, and (D) such consolidation, merger or transfer, in the
reasonable judgment of the Transferor and the Servicer, will  not
have  a  material adverse effect on the interests of the Class  B
Purchasers   hereunder  or  under  the  Pooling   and   Servicing
Agreement;

             (o)  the Transferor shall not reduce or withdraw any
Discount  Percentage  then  in effect unless  such  reduction  or
withdrawal  (i)  would  not  in  the  reasonable  belief  of  the
Transferor cause a Pay Out Event with respect to the Series 1999-
1 Certificates or an event which, with notice or lapse of time or
both,  would constitute such a Pay Out Event to occur or (ii)  is
consented  to  by  the Required Class B Owners and  the  Required
Class B Purchasers;

              (p)   the  Transferor and FDSNB will not  make  any
material  amendment, modification or change to,  or  provide  any
waiver  under,  the  Receivables Purchase Agreement  without  the
prior  written  consent of the Required Class B  Owners  and  the
Required Class B Purchasers;

             (q)  the Transferor will not incur, permit or suffer
to  exist any lien, charge or other adverse claim on the  Minimum
Transferor Amount in the Trust;

              (r)  the Transferor will not engage in any business
other  than  the transactions contemplated by this Agreement  and
the Related Documents;

               (s)   the  Transferor  will  not  (i)  incur   any
liabilities  or  indebtedness,  other  than  pursuant   to   this
Agreement  and  the  Related  Documents  or  reasonably   related
thereto, (ii) incur or permit or suffer to exist any lien, charge
or  encumbrance on any of its properties or assets, other than as
provided  for in the Pooling and Servicing Agreement, (iii)  make
any  investments other than in Cash Equivalents or (iv) make  any
capital expenditures other than those reasonably required for its
performance  of its obligations hereunder and under  the  Related
Documents;

              (t)   the  Transferor  will not  amend,  modify  or
otherwise make any change to its Certificate of Incorporation  if
such  amendment,  modification  or  other  change  would  have  a
material  adverse  effect  on  the  interests  of  the  Class   B
Purchasers, would affect any provisions thereof relating  to  the
commencement  of a voluntary bankruptcy proceeding  or  which  is
inconsistent with the assumptions set forth in the legal  opinion
of  Jones,  Day,  Reavis  &  Pogue,  counsel  to  FDSNB  and  the
Transferor,  issued  in connection with this  Agreement  and  the
transactions  contemplated hereby and relating to the  issues  of
substantive consolidation; and

              (u)   Each  of  the Transferor and FDSNB  will  (i)
review  the areas within its business and operations which  would
reasonably  be expected to be materially adversely  affected  by,
and  will develop and implement a program to address on a  timely
basis,  the  internal "Year 2000 Problem", and will make  related
appropriate  inquiry of material suppliers and vendors  and  (ii)
notify  the  Agent promptly if any auditor, regulator,  or  third
party   consultant   issues   a  management   letter   or   other
communication  regarding  the  Year  2000  exposure,  program  or
progress of the Transferor or FDSNB.

        SECTION   6.  MUTUAL COVENANTS REGARDING CONFIDENTIALITY

           6.1  Covenants of Transferor, Etc.  The Transferor and
the  Servicer shall hold in confidence, and not disclose  to  any
Person,  the  terms of any fees payable in connection  with  this
Agreement except they may disclose such information (i) to  their
officers,  directors,  employees, agents,  counsel,  accountants,
auditors,  advisors or representatives, (ii) with the consent  of
the Required Class B Purchasers and Agent, or (iii) to the extent
the Transferor or the Servicer or any Affiliate of either of them
should be required by any law or regulation applicable to  it  or
requested   by  any  Governmental  Authority  to  disclose   such
information;  provided, that, in the case of  clause  (iii),  the
Transferor  or  the Servicer, as the case may be,  will  use  all
reasonable  efforts to maintain confidentiality and will  (unless
otherwise prohibited by law) notify the Agent of its intention to
make any such disclosure prior to making such disclosure.

           6.2   Covenants of Class B Purchasers.  The Agent  and
each  Class B Purchaser covenants and agrees that any information
obtained by the Agent or such Class B Purchaser pursuant to  this
Agreement  shall be held in confidence (it being understood  that
documents  provided to the Agent hereunder may in  all  cases  be
distributed  by the Agent to the Class B Purchasers) except  that
the Agent or such Class B Purchaser may disclose such information
(i)  to  its  officers,  directors, employees,  agents,  counsel,
accountants, auditors, advisors or representatives, (ii)  to  the
extent such information has become available to the public  other
than  as a result of a disclosure by or through the Agent or such
Class  B  Purchaser,  (iii) to the extent  such  information  was
available  to  the  Agent  or  such  Class  B  Purchaser   on   a
nonconfidential  basis prior to its disclosure to  the  Agent  or
such  Class B Purchaser hereunder, (iv) with the consent  of  the
Transferor, (v) to the extent permitted by Section 8.1,  (vi)  to
the  extent  the Agent or such Class B Purchaser  should  be  (A)
required in connection with any legal or regulatory proceeding or
(B)  requested  by  any Governmental Authority to  disclose  such
information or (vii) in the case of any Class B Purchaser that is
a  Structured  Lender, to rating agencies, placement  agents  and
providers of liquidity and credit support who agree to hold  such
information in confidence; provided, that, in the case of  clause
(vi)  above,  the Agent or such Class B Purchaser, as applicable,
will  use all reasonable efforts to maintain confidentiality and,
in  the  case  of  clause (vi)(A) above, will  (unless  otherwise
prohibited by law) notify the Transferor of its intention to make
any such disclosure prior to making any such disclosure.

          SECTION 7.     THE AGENTS

           7.1   Appointment.  (a)  Each Class B Purchaser hereby
irrevocably  designates and appoints the Agent as  the  agent  of
such  Class B Purchaser under this Agreement, and each such Class
B  Purchaser irrevocably authorizes the Agent, as the  agent  for
such  Class B Purchaser, to take such action on its behalf  under
the  provisions  of the Related Documents and  to  exercise  such
powers  and  perform  such  duties thereunder  as  are  expressly
delegated  to the Agent by the terms of this Agreement,  together
with  such  other  powers as are reasonably  incidental  thereto.
Notwithstanding any provision to the contrary elsewhere  in  this
Agreement,   the   Agent   shall   not   have   any   duties   or
responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Class B Purchaser, and no implied
covenants,  functions, responsibilities, duties,  obligations  or
liabilities shall be read into this Agreement or otherwise  exist
against the Agent.

            (b)    Each  Class  B  Purchaser  hereby  irrevocably
designates and appoints the Administrative Agent as the agent  of
such Class B Purchaser under the Pooling and Servicing Agreement,
and  each  such  Class  B  Purchaser irrevocably  authorizes  the
Administrative Agent, as the agent for such Class B Purchaser, to
take  such  action  on  its behalf under the  provisions  of  the
Pooling  and  Servicing  Agreement and to  exercise  such  powers
thereunder  as are expressly granted to the Administrative  Agent
by  the terms of the Pooling and Servicing Agreement, subject  to
the  terms  and conditions of this Agreement, together with  such
other    powers    as   are   reasonably   incidental    thereto.
Notwithstanding any provision to the contrary elsewhere  in  this
Agreement, the Administrative Agent shall not have any duties  or
responsibilities, except those expressly set forth herein  or  in
the   Pooling   and   Servicing  Agreement,  or   any   fiduciary
relationship  with  any  Class  B  Purchaser,  and   no   implied
covenants,  functions, responsibilities, duties,  obligations  or
liabilities shall be read into this Agreement or otherwise  exist
against the Administrative Agent.

            7.2   Delegation  of  Duties.   The  Agent  and   the
Administrative  Agent may execute any of its  duties  under  this
Agreement  or  any of the other Related Documents by  or  through
agents  or  attorneys-in-fact and shall be entitled to advice  of
counsel   concerning  all  matters  pertaining  to  such  duties.
Neither   the  Agent  nor  the  Administrative  Agent  shall   be
responsible  for the negligence or misconduct of  any  agents  or
attorneys-in-fact selected by it with reasonable care.

          7.3  Exculpatory Provisions.  Neither the Agent nor the
Administrative  Agent  nor  any  of  their  respective  officers,
directors,  employees,  agents, attorneys-in-fact  or  Affiliates
shall  be  (a)  liable to any of the Class B Purchasers  for  any
action lawfully taken or omitted to be taken by it or such Person
under  or  in connection with this Agreement or any of the  other
Related  Documents  (except for its or such  Person's  own  gross
negligence  or  willful  misconduct) or (b)  responsible  in  any
manner  to  any  of  the  Class B Purchasers  for  any  recitals,
statements,   represen  tations  or  warranties   made   by   the
Transferor,  the  Servicer or the Trustee or any officer  thereof
contained in this Agreement or any of the other Related Documents
or  in  any  certificate,  report, statement  or  other  document
referred to or provided for in, or received by the Agent  or  the
Administrative Agent under or in connection with, this  Agreement
or any of the other Related Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this
Agreement  or  any  of  the other Related Documents  or  for  any
failure of the Transferor, the Servicer or the Trustee to perform
its  obligations hereunder or thereunder.  Neither the Agent  nor
the  Administrative Agent shall be under any  obligation  to  any
Class B Purchaser to ascertain or to inquire as to the observance
or  performance  of  any  of  the  agreements  contained  in,  or
conditions  of,  this  Agreement or  any  of  the  other  Related
Documents, or to inspect the properties, books or records of  the
Transferor, the Servicer, the Trustee or the Trust.

            7.4    Reliance   by  Agent.   The  Agent   and   the
Administrative  Agent shall be entitled to  rely,  and  shall  be
fully protected in relying, upon any writing, resolution, notice,
consent,  certificate,  affidavit, letter,  cablegram,  telegram,
telecopy, telex or teletype message, written statement, order  or
other  document or conversation believed by it to be genuine  and
correct  and  to  have been signed, sent or made  by  the  proper
Person or Persons and upon advice and statements of legal counsel
(including,  without  limitation, counsel to  the  Agent  or  the
Administrative Agent), independent accountants and other  experts
selected by the Agent or the Administrative Agent.  The Agent and
the  Administrative Agent shall be fully justified in failing  or
refusing  to take any action under this Agreement or any  of  the
other Related Documents unless it shall first receive such advice
or  concurrence of the Required Class B Purchasers  as  it  deems
appropriate  or it shall first be indemnified to its satisfaction
by  the Class B Purchasers or of the Committed Class B Purchasers
against  any and all liability and expense which may be  incurred
by  it by reason of taking or continuing to take any such action.
The  Agent  and the Administrative Agent shall in  all  cases  be
fully  protected in acting, or in refraining from  acting,  under
this  Agreement  or  any  of  the  other  Related  Documents   in
accordance with a request of the Required Class B Owners and  the
Required Class B Purchasers and such request and any action taken
or  failure  to  act pursuant thereto shall be binding  upon  all
present and future Class B Purchasers.

           7.5   Notices.  The Agent shall not be deemed to  have
knowledge  or  notice of the occurrence of  any  breach  of  this
Agreement  or  the  occurrence  of  any  Pay  Out  Event  or  any
Termination Event unless the Agent has received notice  from  the
Transferor,  the Servicer, the Trustee or any Class  B  Purchaser
referring to this Agreement, describing such event.  In the event
that  the Agent receives such a notice, the Agent promptly  shall
give  notice thereof to the Class B Owners and the Required Class
B  Purchasers.  The Agent shall take such action with respect  to
such  event as shall be reasonably directed by the Required Class
B  Owners  and  the  Required Class B Purchasers;  provided  that
unless  and  until the Agent shall have received such directions,
the  Agent  may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such event as
it  shall  deem advisable in the best interests of  the  Class  B
Purchasers.

            7.6    Non-Reliance  on  Agent  and  Other  Class   B
Purchasers.   Each Class B Purchaser expressly acknowledges  that
neither  the Agent nor the Administrative Agent nor any of  their
respective  officers, directors, employees, agents, attorneys-in-
fact or Affiliates has made any representations or warranties  to
it  and  that  no  act  by the Agent or the Administrative  Agent
hereafter  taken,  including any review of  the  affairs  of  the
Transferor,  the  Servicer, the Trustee or  the  Trust  shall  be
deemed to constitute any representation or warranty by the  Agent
or the Administrative Agent to any Class B Purchaser.  Each Class
B  Purchaser represents to the Agent and the Administrative Agent
that it has, independently and without reliance upon the Agent or
any  other  Class  B Purchaser, and based on such  documents  and
information as it has deemed appropriate, made its own  appraisal
of  and  investigation  into the business, operations,  property,
financial and other condition and creditworthiness of the  Trust,
the  Trustee,  the Transferor and the Servicer and made  its  own
decision to purchase its Class B Certificate hereunder and  enter
into this Agreement.  Each Class B Purchaser also represents that
it will, independently and without reliance upon the Agent or the
Administrative Agent or any other Class B Purchaser, and based on
such  documents  and information as it shall deem appropriate  at
the  time,  continue  to  make its own analysis,  appraisals  and
decisions in taking or not taking action under this Agreement  or
any   of   the  other  Related  Documents,  and  to   make   such
investigation as it deems necessary to inform itself  as  to  the
business, operations, property, financial and other condition and
creditworthiness  of the Trust, the Trustee, the  Transferor  and
the  Servicer.   Except for notices, reports and other  documents
received by the Agent under Section 5 hereof, the Agent shall not
have  any duty or responsibility to provide any Class B Purchaser
with  any  credit or other information concerning  the  business,
operations,   property,  condition  (financial   or   otherwise),
prospects  or  creditworthiness of the Trust,  the  Trustee,  the
Transferor or the Servicer which may come into the possession  of
the  Agent or any of its officers, directors, employees,  agents,
attorneys-in-fact or Affiliates.

          7.7  Indemnification.  The Committed Class B Purchasers
agree to indemnify the Agent and the Administrative Agent in  its
capacity  as  such  (without  limiting  the  obligation  of   the
Transferor, the Trust or the Servicer to reimburse the  Agent  or
the Administrative Agent for any such amounts), ratably according
to  their respective Commitment Percentages, from and against any
and  all  liabilities, obligations, losses,  damages,  penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
any  kind  whatsoever  which may at any time (including,  without
limitation,  at any time following the payment of the obligations
under  this Agreement, including the Class B Invested Amount)  be
imposed  on,  incurred by or asserted against the  Agent  or  the
Administrative  Agent in any way relating to or  arising  out  of
this  Agreement, or any documents contemplated by or referred  to
herein  or  the  transactions contemplated hereby or  any  action
taken  or omitted by the Agent or the Administrative Agent  under
or  in  connection  with any of the foregoing; provided  that  no
Class  B Purchaser shall be liable for the payment of any portion
of  such  liabilities, obligations, losses,  damages,  penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
the  Agent   or the Administrative Agent resulting from  its  own
gross  negligence or willful misconduct.  The agreements in  this
subsection  shall  survive the payment of the  obligations  under
this Agreement, including the Class B Invested Amount.

          7.8  Agents in Their Individual Capacities.  The Agent,
the  Administrative Agent and their Affiliates may make loans to,
accept deposits from and generally engage in any kind of business
with  the Trust, the Trustee, the Servicer and the Transferor  as
though the Agent and the Administrative Agent were not the agents
hereunder. Each Class B Purchaser acknowledges that PNC  may  act
(i)  as  administrator  and  agent for  one  or  more  Structured
Purchasers and in such capacity acts and may continue to  act  on
behalf  of each such Structured Purchaser in connection with  its
business and (ii) as the agent for certain financial institutions
under the liquidity and credit enhancement agreements relating to
this  Agreement to which any such Structured Purchaser  is  party
and  in various other capacities relating to the business of  any
such  Structured Purchaser under various agreements.  PNC in  its
capacity as the Agent shall not, by virtue of its acting  in  any
such   other   capacities,   be  deemed   to   have   duties   or
responsibilities hereunder or be held to a standard  of  care  in
connection with the performance of its duties as the Agent or the
Administrative  Agent other than as expressly  provided  in  this
Agreement.  PNC may act as the Agent and the Administrative Agent
without  regard  to and without additional duties or  liabilities
arising  from its role as such administrator or agent or  arising
from its acting in any such other capacity.

           7.9   Successor Agent.  (a)  The Agent may  resign  as
Agent  upon  ten  days'  notice to the Class  B  Purchasers,  the
Trustee,  the  Transferor and the Servicer with such  resignation
becoming  effective  upon  a successor agent  succeeding  to  the
rights,  powers  and  duties  of  the  Agent  pursuant  to   this
subsection 7.9(a).  If the Agent shall resign as Agent under this
Agreement, then the Required Class B Purchasers and the  Required
Class  B  Owners shall appoint from among the Committed  Class  B
Purchasers  a  successor agent for the Class B  Purchasers.   The
successor agent shall succeed to the rights, powers and duties of
the  Agent, and the term "Agent" shall mean such successor  agent
effective  upon  its appointment, and the former Agent's  rights,
powers and duties as Agent shall be terminated, without any other
or further act or deed on the part of such former Agent or any of
the  parties  to  this  Agreement.  After  the  retiring  Agent's
resignation  as  Agent, the provisions of this  Section  7  shall
inure  to  its benefit as to any actions taken or omitted  to  be
taken by it while it was Agent under this Agreement.

            (b)    The   Administrative  Agent  may   resign   as
Administrative  Agent  upon  ten days'  notice  to  the  Class  B
Purchasers,  the Class A Purchasers (as defined in  the  Class  A
Certificate Purchase Agreement), the Trustee, the Transferor  and
the  Servicer  with such resignation becoming  effective  upon  a
successor  agent succeeding to the rights, powers and  duties  of
the Administrative Agent pursuant to this subsection 7.9(b).   If
the  Administrative  Agent shall resign as  Administrative  Agent
under  this  Agreement, then the Required Class B Purchasers  and
the  Required  Class  B  Owners  shall  appoint  from  among  the
Committed  Class  B  Purchasers hereunder or under  the  Class  B
Certificate  Purchase Agreement a successor Administrative  Agent
of  the Class B Certificateholders and Class A Certificateholders
as  provided in the Supplement; provided that no such appointment
shall  be  effective unless such successor is also  appointed  as
successor  Administrative Agent under  the  Class  A  Certificate
Purchase  Agreement.  The successor agent shall  succeed  to  the
rights,  powers and duties of the Administrative Agent,  and  the
term  "Administrative  Agent" shall  mean  such  successor  agent
effective  upon  its  appointment, and the former  Administrative
Agent's  rights, powers and duties as Administrative Agent  shall
be  terminated, without any other or further act or deed  on  the
part of such former Administrative Agent or any of the parties to
this   Agreement.  After  the  retiring  Administrative   Agent's
resignation  as  Administrative Agent,  the  provisions  of  this
Section  7 shall inure to its benefit as to any actions taken  or
omitted to be taken by it while it was Administrative Agent under
this Agreement.

        SECTION  8.  SECURITIES LAWS; TRANSFERS; TAX TREATMENT

           8.1   Transfers  of Class B Certificates.   (a)   Each
Class B Owner agrees that the beneficial interest in the Class  B
Certificates purchased by it will be acquired for investment only
and  not with a view to any public distribution thereof, and that
such Class B Owner will not offer to sell or otherwise dispose of
any  Class B Certificate acquired by it (or any interest therein)
in  violation of any of the registration requirements of the  Act
or  any applicable state or other securities laws.  Each Class  B
Owner acknowledges that it has no right to require the Transferor
to register, under the Act or any other securities law, the Class
B  Certificates (or the beneficial interest therein) acquired  by
it  pursuant to this Agreement or any Transfer Supplement.   Each
Class B Owner hereby confirms and agrees that in connection  with
any  transfer or syndication by it of an interest in the Class  B
Certificates,  such Class B Owner has not engaged  and  will  not
engage in a general solicitation or general advertising including
advertisements,   articles,  notices  or   other   communications
published  in  any  newspaper,  magazine  or  similar  media   or
broadcast  over  radio or television, or any seminar  or  meeting
whose attendees have been invited by any general solicitation  or
general advertising.  Each initial Class B Owner agrees with  the
Transferor  that  it will execute and deliver to the  Transferor,
the  Servicer  and the Trustee on or before the  Closing  Date  a
letter  in  the form attached hereto as Exhibit A (an "Investment
Letter") with respect to the purchase by such Class B Owner of  a
beneficial interest in the Class B Certificates.

             (b)  Each initial purchaser of a Class B Certificate
or  any  interest therein and any Assignee thereof or Participant
therein  shall  certify to the Transferor, the Servicer  and  the
Trustee  that  it is either (A)(i) a citizen or resident  of  the
United States, (ii) a corporation or other entity organized in or
under  the laws of the United States or any political subdivision
thereof  which, if such entity is a tax-exempt entity, recognizes
that  payments  with  respect to the  Class  B  Certificates  may
constitute  unrelated business taxable income or (iii)  a  person
not  described  in  (i) or (ii) whose income  from  the  Class  B
Certificates  is  and  will  be effectively  connected  with  the
conduct  of a trade or business within the United States  (within
the meaning of the Code) and whose ownership of any interest in a
Class B Certificate will not result in any withholding obligation
with  respect  to  any  payments with  respect  to  the  Class  B
Certificates by any Person (other than withholding, if any, under
Section  1446  of the Code) and who will furnish to the  Servicer
and  the Trustee, and to the Class B Owner making the Transfer  a
properly executed U.S. Internal Revenue Service Form 4224 (and to
agree  (to  the extent legally able) to provide a new  Form  4224
upon  the  expiration or obsolescence of any previously delivered
form  and  comparable  statements in accordance  with  applicable
United States laws) or (B) an estate or trust the income of which
is  includible  in gross income for United States federal  income
tax purposes.

              (c)  Any sale, transfer, assignment, participation,
pledge,  hypothecation or other disposition (a "Transfer")  of  a
Class  B Certificate or any interest therein may be made only  in
accordance  with  this  Section 8.1 and in  accordance  with  and
subject  to the applicable limitations set forth in Section  6.18
of  the  Pooling  and Servicing Agreement.  Any  Transfer  of  an
interest  in  a  Class  B  Certificate,  a  Commitment   or   any
Noncommitted  Purchaser  Percentage,  when  combined   with   any
substantially  concurrent Transfers hereunder  between  the  same
parties  and any substantially concurrent Transfer of an interest
in  a  Class  A  Certificate  or  a  Commitment  or  Noncommitted
Purchaser  Percentage (as such terms are defined for purposes  of
the  Class  A  Certificate Purchase Agreement) between  the  same
parties,  shall be in respect of (i) in the case of  a  Committed
Class  B  Purchaser, at least $5,000,000 in the aggregate,  which
may  be  composed  of  any one or more of (A)  Class  B  Invested
Amount,  (B)  to  the extent in excess of the  Class  B  Invested
Amount subject to such Transfer, Commitment hereunder, (C)  Class
A Invested Amount, and (D) to the extent in excess of the Class A
Invested  Amount subject to such concurrent Transfer,  Commitment
under the Class A Certificate Purchase Agreement, or (ii) in  the
case of a Noncommitted Class B Purchaser, at least $5,000,000  in
the  aggregate, which may be composed of any one or more  of  (A)
Class B Invested Amount, (B) to the extent in excess of the Class
B  Invested Amount subject to such Transfer, the product  of  the
Noncommitted Purchaser Percentage subject to such Transfer  times
the  aggregate Commitments hereunder, (C) Class A Invested Amount
and  (D)  to the extent in excess of the Class A Invested  Amount
subject  to  such  concurrent  Transfer,  the  product   of   the
Noncommitted  Purchaser Percentage under the Class A  Certificate
Purchase  Agreement subject to such Transfer times the  aggregate
Commitments  under  the Class A Certificate  Purchase  Agreement.
Any  Transfer  of an interest in a Class B Certificate  otherwise
permitted  by  this  Section 8.1 will be  permitted  only  if  it
consists  of a pro rata percentage interest in all payments  made
with  respect to the Class B Purchaser's beneficial  interest  in
such Class B Certificate.  No Class B Certificate or any interest
therein may be Transferred by assignment or Participation to  any
Person  (each, a "Transferee") unless prior to the  transfer  the
Transferee shall have executed and delivered to the Agent and the
Transferor  an Investment Letter and, except for any Transfer  to
an  Eligible Transferee, each of the Transferor and the  Servicer
shall  have granted its prior consent thereto; provided  that  in
the  event of a Transfer from a Class B Purchaser to one  of  its
Affiliates  or  to a Person which, prior to such Transfer,  is  a
Class  B  Purchaser  of  all  of its  interest  in  the  Class  B
Certificates the transferring Class B Purchaser shall provide the
Transferor  and  the Servicer with five (5) Business  Days  prior
written  notice  thereof and the prior consent of the  Transferor
and the Servicer shall not be required for such Transfer.

              Each  of the Transferor and the Servicer authorizes
each  Class B Purchaser to disclose to any Transferee and Support
Bank  and any prospective Transferee or Support Bank any and  all
financial  information  in  the Class  B  Purchaser's  possession
concerning  the Trust, the Transferor or the Servicer  which  has
been  delivered to the Agent or such Class B Purchaser by  or  on
behalf of the Trust or the Transferor or the Servicer pursuant to
this Agreement (including information obtained pursuant to rights
of  inspection granted hereunder) or the other Related  Documents
or  which has been delivered to such Class B Purchaser by  or  on
behalf of the Trust, the Transferor or the Servicer in connection
with such Class B Purchaser's credit evaluation of the Trust, the
Transferor  or  the Servicer prior to becoming  a  party  to,  or
purchasing  an  interest  in  this  Agreement  or  the  Class   B
Certificates;  provided that prior to any such  disclosure,  such
Transferee  or Support Bank or prospective Transferee or  Support
Bank shall have executed an agreement agreeing to be bound by the
provisions of Section 6.2 hereof.

              (d)  Each Class B Purchaser may, in accordance with
applicable law, at any time grant participations in all  or  part
of  its interest in its Commitment or in the Class B Certificates
including  the  payments due to it under this Agreement  and  the
Pooling and Servicing Agreement (each, a "Participation") to  any
Person  (each,  a  "Participant");  provided,  however,  that  no
Participation shall be granted to any Person unless and until the
Agent shall have consented thereto and the conditions to Transfer
specified  in  this  Agreement  and  the  Pooling  and  Servicing
Agreement, including in subsection 8.1(c) hereof and Section 6.18
of the Pooling and Servicing Agreement, shall have been satisfied
and  that  such  Participation consists of a pro rata  percentage
interest  in  all  payments made with respect  to  such  Class  B
Purchaser's  beneficial  interest  (if  any)  in  the   Class   B
Certificates.   In  connection with any such  Participation,  the
Agent  shall  maintain  a register of each  Participant  and  the
amount  of  each  Participation.  Each Class B  Purchaser  hereby
acknowledges and agrees that (A) any such Participation will  not
alter  or  affect  such  Class B Purchaser's  direct  obligations
hereunder,  and (B) neither the Trustee, the Transferor  nor  the
Servicer  shall have any obligation to have any communication  or
relationship  with any Participant.  Each Class B  Purchaser  and
each  Participant shall comply with the provisions of  subsection
2.5(c).  No Participant shall be entitled to Transfer all or  any
portion  of its Participation, without the prior written  consent
of  the Agent.  The Transferor shall be obligated to indemnify  a
Participant for all amounts owing to it under Sections  2.4,  2.5
and  2.7  as  if  such  Participant  were  a  Class  B  Purchaser
hereunder, but, in the case of Sections 2.4 and 2.5, only  in  an
amount  not in excess of the amounts which would have been  owing
thereunder  had such Participation not been granted and,  in  the
case  of Section 2.5, provided that such Participant has complied
with the provisions of subsection 2.5(c) as if it were a Class  B
Purchaser.  Each Class B Purchaser shall give the Agent notice of
the  consummation  of any sale by it of a Participation  and  the
Agent (upon receipt of notice from the related Class B Purchaser)
shall  promptly  notify  the Transferor,  the  Servicer  and  the
Trustee.

             (e)  Each Class B Purchaser may, with the consent of
the  Agent and in accordance with applicable law, sell or  assign
(each,  an  "Assignment"), to any Person  (each,  an  "Assignee")
which  is an Eligible Assignee (or is otherwise consented  to  in
writing  by the Transferor and the Servicer) all or any  part  of
its interest in its Commitment or in the Class B Certificates and
its  rights and obligations under this Agreement and the  Pooling
and Servicing Agreement pursuant to an agreement substantially in
the  form  attached  hereto  as Exhibit  C  hereto  (a  "Transfer
Supplement"), executed by such Assignee and the Class B Purchaser
and  delivered  to  the  Agent for its  acceptance  and  consent;
provided,  however,  that no such assignment  or  sale  shall  be
effective  unless and until the conditions to Transfer  specified
in  this  Agreement  and  the Pooling  and  Servicing  Agreement,
including  in subsection 8.1(c) hereof and Section  6.18  of  the
Pooling  and Servicing Agreement, shall have been satisfied;  and
provided further, however, that no such assignment or sale to  an
Assignee  which would become a Committed Class B Purchaser  shall
be  effective unless either (i) the commercial paper notes or the
short-term obligations of such Assignee are rated at least A-1 by
Standard  & Poor's and P-1 by Moody's or (ii) such assignment  or
sale shall have been consented to by all Class B Purchasers. From
and after the effective date determined pursuant to such Transfer
Supplement,  (x) the Assignee thereunder shall be a party  hereto
and, to the extent provided in such Transfer Supplement, have the
rights  and obligations of a Class B Purchaser hereunder  as  set
forth therein and (y) the transferor Class B Purchaser shall,  to
the extent provided in such Transfer Supplement, be released from
its  Commitment  and  other  obligations  under  this  Agreement;
provided,  however,  that  after  giving  effect  to  each   such
Assignment,  the  obligations  released  by  any  such  Class   B
Purchaser shall not exceed the obligations assumed by an Assignee
or  Assignees.  Such Transfer Supplement shall be deemed to amend
this  Agreement to the extent, and only to the extent,  necessary
to  reflect  the  addition  of such Assignee  and  the  resulting
adjustment   of  Percentage  Interests,  Noncommitted   Purchaser
Percentages   or   Commitment  Percentages   arising   from   the
Assignment.   Upon  its  receipt  of  a  duly  executed  Transfer
Supplement,  the  Agent  shall on the effective  date  determined
pursuant   thereto  give  notice  of  such  acceptance   to   the
Transferor,  the Servicer and the Trustee and the  Servicer  will
provide notice thereof to each Rating Agency (if required).

              Upon  surrender for registration of transfer  of  a
Class   B   Purchaser's  beneficial  interest  in  the  Class   B
Certificates (or portion thereof) and delivery to the  Transferor
and  the  Trustee  of  an  Investment  Letter,  executed  by  the
registered  owner (and the beneficial owner if  it  is  a  Person
other than the registered owner), and receipt by the Trustee of a
copy  of  the duly executed related Transfer Supplement and  such
other  documents  as may be required under this  Agreement,  such
beneficial  interest  in  the Class B  Certificates  (or  portion
thereof)  shall be transferred in the records of the Trustee  and
the  Agent  and,  if  requested by  the  Assignee,  new  Class  B
Certificates shall be issued to the Assignee and, if  applicable,
the  transferor  Class  B  Purchaser in amounts  reflecting  such
Transfer  as  provided  in the Pooling and  Servicing  Agreement.
Such  Transfers  of Class B Certificates (and interests  therein)
shall  be  subject to this Section 8.1 in lieu of any regulations
which  may  be  prescribed under Section 6.3 of the  Pooling  and
Servicing  Agreement. Successive registrations  of  Transfers  as
aforesaid may be made from time to time as desired, and each such
registration  of a transfer to a new registered  owner  shall  be
noted on the Certificate Register.

              (f)  Each Class B Purchaser may pledge its interest
in  the  Class  B  Certificates to any Federal  Reserve  Bank  as
collateral in accordance with applicable law.

              (g)  Any Class B Purchaser shall have the option to
change its Investing Office, provided that such Class B Purchaser
shall  have  prior  to such change in office  complied  with  the
provisions  of subsection 2.5(c) and provided further  that  such
Class  B Purchaser shall not be entitled to any amounts otherwise
payable  under  Section  2.4 or 2.5 resulting  solely  from  such
change  in  office unless such change in office was  mandated  by
applicable law or by such Class B Purchaser's compliance with the
provisions of this Agreement.

              (h)   Each  Affected Party which, on  the  date  it
became  an  Affected  Party,  was an  Eligible  Assignee  or  was
consented to by the Transferor and the Servicer shall be entitled
to  receive additional payments pursuant to Sections 2.4, 2.5 and
2.7 hereof as though it were a Class B Purchaser and such Section
applied  to its interest in or commitment to acquire an  interest
in  the  Class B Certificates; provided that such Affected  Party
shall  not  be  entitled to additional payments pursuant  to  (i)
Section 2.4 by reason of Regulatory Changes which occurred  prior
to  the  date  it  became an Affected Party or (ii)  Section  2.5
attributable  to  its  failure  to satisfy  the  requirements  of
subsection 2.5(c) as if it were a Class B Purchaser.

             (i) If any increased amounts referred to in Sections
2.4  or  2.5  owing to any Affected Party are not  eliminated  or
reduced  by  the designation of a different Investing  Office  or
other  actions  taken pursuant to subsection 2.4(c)  and  payment
thereof hereunder is not waived by such Affected Party within  45
days after the Transferor or the Servicer shall have given notice
to  such  Affected Party, its related Class B Purchaser  and  the
Agent  of  the  intent of the Transferor to exercise  its  rights
under  this  sentence, the Transferor shall  have  the  right  to
replace  such  related  Class  B  Purchaser  hereunder   with   a
Replacement  Purchaser; provided, that (x) such related  Class  B
Purchaser  shall  not be replaced hereunder  until  such  related
Class  B Purchaser has been paid in full all amounts owed  to  it
hereunder  and  with  respect to its  interest  in  the  Class  B
Certificates  and  (y) if the related Class B  Purchaser  is  the
Agent or the Administrative Agent or, unless otherwise agreed  by
the  Agent  and the Administrative Agent, a Structured  Purchaser
sponsored  or  administered by the Administrative  Agent  or  the
Agent  (in  its  individual capacity), a  replacement  Agent  and
Administrative Agent shall have been appointed in accordance with
Section  7.9  and the Agent and the Administrative  Agent  to  be
replaced  shall  have been paid in full all amounts  owed  to  it
hereunder.

              (j)  Each Affected Party claiming increased amounts
described  in  Sections  2.4 or 2.5 shall  furnish,  through  its
related  Structured  Purchaser, to the Trustee,  the  Agent,  the
Servicer  and  the  Transferor a certificate  setting  forth  any
action  taken by such Affected Party to reduce or eliminate  such
increased amounts pursuant to subsection 2.4(c) and the basis and
amount  of  each  request by such Affected  Party  for  any  such
amounts  referred to in Sections 2.4 or 2.5, such certificate  to
be  conclusive with respect to the factual information set  forth
therein absent manifest error.

             (k)  In the event that a Committed Class B Purchaser
was  at  any  time  a  Defaulting Purchaser or  is  a  Downgraded
Purchaser,  the  Transferor shall have the right and  to  replace
such  Class  B Purchaser hereunder with a Replacement  Purchaser,
and  the  Agent,  acting at the request of the Required  Class  B
Purchasers or the Required Class B Owners, shall have  the  right
to  replace  such Committed Class B Purchaser with a  Replacement
Purchaser   which  is  an  Eligible  Assignee  or  is   otherwise
reasonably   acceptable  to  the  Transferor,  which  Replacement
Purchaser shall succeed to the rights of such Committed  Class  A
Purchaser  under  this  Agreement, and  such  Committed  Class  B
Purchaser  shall assign its beneficial interest in  the  Class  B
Certificates to such Replacement Purchaser in accordance with the
provisions of this Section 8.1; provided, that (A) such Committed
Class  B  Purchaser shall not be replaced hereunder  with  a  new
investor until such Committed Class B Purchaser has been paid  in
full  its  Percentage Interest of the Class B Investor  Principal
Balance   and  all  accrued  and  unpaid  Yield  (including   any
Liquidation Fee determined for the replacement date)  thereon  by
such  new  investor and all other amounts (including all  amounts
owing  under  Sections  2.4  and 2.5)  owed  to  it  and  to  all
Participants  and Affected Parties with respect to such  Class  B
Purchaser  pursuant to this Agreement and (ii)  if  the  Class  B
Purchaser to be replaced is the Agent or the Administrative Agent
or,  unless  the  Agent  and the Administrative  Agent  otherwise
agree,  a Structured Purchaser sponsored or administered  by  the
Administrative Agent or the Agent (in its individual capacity), a
replacement  Agent or Administrative Agent, as the case  may  be,
shall have been appointed in accordance with Section 7.9 and  the
Agent or Administrative Agent, as the case may be, to be replaced
shall  have  been  paid  all amounts owing  to  it  as  Agent  or
Administrative  Agent,  as  the case may  be,  pursuant  to  this
Agreement.  For purposes of this subsection, a Committed Class  B
Purchaser shall be a "Downgraded Purchaser" if and so long as the
credit  rating assigned to its short-term obligations by  Moody's
or  Standard & Poor's on the date on which it became a  party  to
this Agreement shall have been reduced or withdrawn.

           8.2  Tax Characterization of the Class B Certificates.
It  is  the  intention of the parties hereto  that  the  Class  B
Certificates be treated for tax purposes as indebtedness.  In the
event that the Class B Certificates are not so treated, it is the
intention  of  the  parties that such  Class  B  Certificates  be
treated   as  an  interest  in  a  partnership  that   owns   the
Receivables.   In  the event that the Class  B  Certificates  are
treated  as an interest in a partnership, it is the intention  of
the parties that interest payable on such Class B Certificates be
treated as guaranteed payment and, if for any reason it is not so
treated,  that  the  holders  of such  Class  B  Certificates  be
specially  allocated gross interest income equal to the  interest
accrued  during each applicable accrual period on  such  Class  B
Certificates.

          SECTION 9.     MISCELLANEOUS

          9.1  Amendments and Waivers.  This Agreement may not be
amended, supplemented or modified nor may any provision hereof be
waived  except in accordance with the provisions of this  Section
9.1.  With the written consent of the Required Class B Owners and
the  Required  Class B Purchasers, the Agent, the Transferor  and
the   Servicer  may,  from  time  to  time,  enter  into  written
amendments, supplements, waivers or modifications hereto for  the
purpose of adding any provisions to this Agreement or changing in
any  manner  the rights of any party hereto or waiving,  on  such
terms and conditions as may be specified in such instrument,  any
of the requirements of this Agreement; provided, however, that no
such  amendment,  supplement, waiver or  modification  shall  (i)
reduce  the  amount  of or extend the maturity  of  any  Class  B
Certificate or reduce the rate or extend the time of  payment  of
interest  thereon,  or reduce or alter the timing  of  any  other
amount  payable to any Class B Purchaser hereunder or  under  the
Supplement,  in  each case without the consent  of  the  Class  B
Purchaser  affected  thereby, (ii) amend,  modify  or  waive  any
provision of this Section 9.1, or, if such amendment would have a
material adverse effect on the Class B Purchasers, the definition
of  "Class B Invested Amount", or reduce the percentage specified
in the definition of Required Class B Owners or Required Class  B
Purchasers, in each case without the written consent of all Class
B  Purchasers  or (iii) amend, modify or waive any  provision  of
Section  7 of this Agreement without the written consent  of  the
Agent, the Administrative Agent, the Required Class B Owners  and
Required Class B Purchasers.  Any waiver of any provision of this
Agreement  shall  be limited to the provisions  specifically  set
forth  therein for the period of time set forth therein and shall
not  be  construed to be a waiver of any other provision of  this
Agreement.

           Each  party hereto agrees, at the request of the Agent
from  time to time to enter into or to consent to, as applicable,
any  amendments or other modifications to this Agreement  or  the
Related Documents, other than those requiring the consent of  all
Class B Purchasers as provided above in this subsection, and  the
Transferor  agrees to cause its Certificate of Incorporation  and
Bylaws  to  be amended or otherwise modified, as shall reasonably
be determined by the Agent to be required for any initial Class B
Purchaser  which is a Structured Purchaser to obtain or  maintain
an  informal rating of the Class B Certificates which will permit
such Structured Purchaser's commercial paper notes to maintain at
least  the rating from Standard & Poor's and Moody's as in effect
immediately prior to such Structured Purchaser's becoming a Class
B  Purchaser after giving effect to its initial purchase  of  the
Class  B Certificates and to purchases from time to time by  such
Structured  Purchaser of VFC Additional Class B Invested  Amounts
as  contemplated by this Agreement, without giving effect to  any
increase in any letter of credit or other enhancement provided to
such  Structured Purchaser (other than liquidity support provided
to such Structured Purchaser by Affected Parties).

           The Administrative Agent may cast any vote or give any
direction under the Pooling and Servicing Agreement on behalf  of
the  Class B Certificateholders if it has been directed to do  so
by  (i)  the Required Class B Owners, (ii) the Required  Class  B
Purchasers,  and (iii) by the Class A Purchasers (as  defined  in
the  Class  A Certificate Purchase Agreement) required under  the
terms  of  Section  9.1  of  the  Class  A  Certificate  Purchase
Agreement.

           9.2   Notices.  (a)  All notices, requests and demands
to or upon the respective parties hereto to be effective shall be
in  writing  (including by telecopy, telegraph  or  telex),  and,
unless  otherwise expressly provided herein, shall be  deemed  to
have  been duly given or made when delivered by hand, or, in  the
case  of mail or telecopy notice, when received, or, in the  case
of  telegraphic notice, when delivered to the telegraph  company,
or, in the case of telex notice, when sent, answer back received,
addressed as follows or, with respect to a Class B Purchaser,  as
set  forth  in  its  respective Joinder  Supplement  or  Transfer
Supplement, or to such other address as may be hereafter notified
by the respective parties hereto:

          The Transferor:     Prime II Receivables Corporation
                    9111 Duke Boulevard
                    Mason, Ohio 45040
                    Attention:  President
                    Telephone: (513) 573-2048
                    Telefax: (513) 573-2039


               The Servicer:       FDS National Bank
                    9111 Duke Boulevard
                    Mason, Ohio 45040
                    Attention:  Chief Financial Officer
                    Telephone:  (513) 573-2265
                    Telefax:  (513) 573-2720

                    With a copy to:

                    Federated Department Stores, Inc.
                    7 West Seventh Street
                    Cincinnati, Ohio 45202
                    Attention:  General Counsel
                    Telephone: (513) 579-7000
                    Telefax: (513) 579-7462


               The Trustee:        The Chase Manhattan Bank
                    450 West 33rd Street
                    New York, New York 10001
                    Attention: Capital Markets Fiduciary Services
                    Telephone: (212) 946-8608
                    Telefax: (212) 946-3240


     The Agent      PNC Bank, National Association
     or the              One PNC Plaza
     Administrative 249 Fifth Avenue
     Agent:         Pittsburgh, Pennsylvania 15220-2707
                    Attention: John Smathers
                    Telephone: (412) 762-6440
                    Telefax:  (412) 762-9814


     Moody's:       Moody's Investors Service, Inc.
                    99 Church Street
                    New York, New York  10007
                    Attention: ABS Monitoring Department,  4th Floor
                    Telephone:  (212) 553-3607
                    Telefax:     (212) 553-4773


     Standard       Standard & Poor's Ratings Services
     & Poor's:      26 Broadway, 15th Floor
                    New York, New York  10004
                    Attention:  Asset-Backed  Surveillance Department
                    Telephone:  (212) 208-1892
                    Telefax:     (212) 412-0323

           (b)  All payments to be made to the Agent or any Class
B  Purchaser hereunder shall be made in United States dollars and
in   immediately  available  funds  not  later  than  2:30   p.m.
Pittsburgh,  Pennsylvania time on the date payment is  due,  and,
unless  otherwise specifically provided herein, shall be made  to
the  Agent,  for  the  account of one or  more  of  the  Class  B
Purchasers  or for its own account, as the case may  be.   Unless
otherwise directed by the Agent, all payments to it shall be made
by federal wire (ABA #043-000-096) and telegraph name:  PNC Bank,
National  Association and (a) in the case of payments  to  Market
Street  Capital Corp., to DDA #1002420425, or (b) in the case  of
payments   to   Market   Street  Funding  Corporation,   to   DDA
#1002422076,  and,  in either case, including  the  federal  wire
number, to Asset-Backed Securities Group, Attn:  John Smathers of
PNC (412-762-6440).

           9.3   No  Waiver; Cumulative Remedies.  No failure  to
exercise and no delay in exercising, on the part of the Agent  or
any  Class  B  Purchaser, any right, remedy, power  or  privilege
hereunder  or  under  any  of the other Related  Documents  shall
operate  as  a  waiver thereof; nor shall any single  or  partial
exercise  of  any right, remedy, power or privilege hereunder  or
under  any of the other Related Documents preclude any  other  or
further  exercise  thereof or the exercise of  any  other  right,
remedy,  power  or privilege.  The rights, remedies,  powers  and
privileges provided herein and in the other Related Documents are
cumulative and not exclusive of any rights, remedies, powers  and
privileges provided by law.

           9.4  Successors and Assigns.  This Agreement shall  be
binding  upon  and  inure to the benefit of the  Transferor,  the
Servicer,  the  Agent,  the Administrative  Agent,  the  Class  B
Purchasers,  any  Assignee  and their respective  successors  and
assigns,  except  that the Transferor and the  Servicer  may  not
assign  or transfer any of their respective rights or obligations
under this Agreement except as provided herein and in the Pooling
and Servicing Agreement, without the prior written consent of the
Required Class B Owners and the Required Class B Purchasers.

           9.5  Successors to Servicer.  (a)  In the event that a
transfer of servicing occurs under Article VIII or Article  X  of
the  Pooling  and  Servicing Agreement, (i) from  and  after  the
effective date of such transfer, the Successor Servicer shall  be
the  successor  in  all  respects to the Servicer  and  shall  be
responsible for the performance of all functions to be  performed
by  the Servicer from and after such date, except as provided  in
the  Pooling and Servicing Agreement, and shall be subject to all
the  responsibilities,  duties and liabilities  relating  thereto
placed  on  the Servicer by the terms and provisions hereof,  and
all  references in this Agreement to the Servicer shall be deemed
to  refer to the Successor Servicer, and (ii) as of the  date  of
such  transfer,  the Successor Servicer shall be deemed  to  have
made  with  respect to itself the representations and  warranties
made  by  the Servicer in Section 4.2 (in the case of  subsection
4.2(a) with appropriate factual changes); provided, however, that
the  references to the Servicer contained in Section 5.1 of  this
Agreement  shall be deemed to refer to the Servicer with  respect
to responsibilities, duties and liabilities arising out of an act
or  acts, or omission, or an event or events giving rise to  such
responsibilities,  duties and liabilities  and  occurring  during
such time that the Servicer was Servicer under this Agreement and
shall  be deemed to refer to the Successor Servicer with  respect
to responsibilities, duties and liabilities arising out of an act
or  acts, or omission, or an event or events giving rise to  such
responsibilities,  duties and liabilities  and  occurring  during
such time that the Successor Servicer acts as Servicer under this
Agreement; provided, however, to the extent that an obligation to
indemnify  the Class B Purchasers under Section 2.7 arises  as  a
result of any act or failure to act of any Successor Servicer  in
the  performance of servicing obligations under the  Pooling  and
Servicing  Agreement  or  the  Supplement,  such  indemnification
obligation  shall  be of the Successor Servicer  and  not  FDSNB.
Upon  the  transfer  of servicing to a Successor  Servicer,  such
Successor  Servicer  shall furnish to the  Agent  copies  of  its
audited  annual  financial  statements  for  each  of  the  three
preceding  fiscal  years or if the Trustee or any  other  banking
institution  becomes  the  Successor  Servicer,  such   Successor
Servicer   shall  provide,  in  lieu  of  the  audited  financial
statements required in the immediately preceding clause, complete
and  correct  copies of the publicly available  portions  of  its
Consolidated Reports of Condition and Income as submitted to  the
Federal  Deposit  Insurance Corporation for the two  most  recent
year end periods.

              (b)   In  the  event  that any Person  becomes  the
successor  to  the  Transferor pursuant to  Article  VII  of  the
Pooling  and  Servicing Agreement, from and after  the  effective
date of such transfer, such successor to the Transferor shall  be
the  successor  in all respects to the Transferor  and  shall  be
responsible for the performance of all functions to be  performed
by the Transferor from and after such date, except as provided in
the  Pooling and Servicing Agreement, and shall be subject to all
the  responsibilities,  duties and liabilities  relating  thereto
placed on the Transferor by the terms and provisions hereof,  and
all  references  in  this Agreement to the  Transferor  shall  be
deemed  to  refer  to the successor to the Transferor;  provided,
however,  that  the  references to the  Transferor  contained  in
Sections  2.5, 2.7 and 5.1 of this Agreement shall be  deemed  to
refer  to  Prime  II  Receivables  Corporation  with  respect  to
responsibilities, duties and liabilities arising out of an act or
acts,  or  omission, or an event or events giving  rise  to  such
responsibilities,  duties and liabilities  and  occurring  during
such  time  that Prime II Receivables Corporation was  Transferor
under  this  Agreement  and  shall be  deemed  to  refer  to  the
successor to Prime II Receivables Corporation as Transferor  with
respect  to responsibilities, duties and liabilities arising  out
of an act or acts, or omission, or an event or events giving rise
to  such  responsibilities, duties and liabilities and  occurring
during  such  time  that the successor to  Prime  II  Receivables
Corporation acts as Transferor under this Agreement.

           9.6  Counterparts.  This Agreement may be executed  by
one  or  more of the parties to this Agreement on any  number  of
separate  counterparts,  and  all  of  said  counterparts   taken
together  shall  be  deemed  to  constitute  one  and  the   same
instrument.

           9.7   Severability.  Any provisions of this  Agreement
which  are prohibited or unenforceable in any jurisdiction shall,
as  to  such jurisdiction, be ineffective to the extent  of  such
prohibition   or   unenforceability  without   invalidating   the
remaining   provisions  hereof,  and  any  such  prohibition   or
unenforceability  in  any jurisdiction shall  not  invalidate  or
render unenforceable such provisions in any other jurisdiction.

           9.8  Integration.  This Agreement and the Class B  Fee
Letter  represent the agree ment of the Agent, the Administrative
Agent,  the  Transferor, the Servicer and the Class B  Purchasers
with  respect  to  the subject matter hereof, and  there  are  no
promises,  undertakings, representations  or  warranties  by  the
Class  B  Purchasers,  the  Agent  or  the  Administrative  Agent
relative  to  subject matter hereof not expressly  set  forth  or
referred to herein or therein.  FDSNB shall retain a copy of each
of  the  above-referenced  agreements as  part  of  its  official
records.

           9.9  Governing Law.  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW  OF
THE STATE OF NEW YORK.

           9.10 Termination.  This Agreement shall remain in full
force  and  effect until the earlier to occur of (a)  payment  in
full  of  the  Class  B Repayment Amount and  all  other  amounts
payable   to   the  Class  B  Purchasers,  the  Agent   and   the
Administrative  Agent  hereunder  and  the  termination  of   all
Commitments and (b) the Series 1999-1 Termination Date; provided,
however,  that  if  the Class B Repayment Amount  and  all  other
amounts  payable to the Class B Purchasers hereunder are paid  in
full and all Commitments have terminated prior to the Series 1999-
1  Termination  Date,  the Agent shall notify  the  Trustee  that
thereafter  all  amounts  otherwise  payable  to  the   Class   B
Purchasers  hereunder shall be payable to the Transferor  or  any
Person  designated  thereby;  and  provided,  further,  that  the
provisions of Sections 2.4, 2.5, 2.6, 2.7 and 7.7 and subsections
9.12(a)  and 9.12(b) shall survive termination of this  Agreement
and  amounts  payable to the Class B Purchasers thereunder  shall
remain payable to the Class B Purchasers.

           9.11 Action by Servicer.  Wherever the Trustee or  the
Trust  is  authorized or required to take an  action  or  give  a
notice pursuant to this Agreement and if the Trustee fails timely
to  take  such  action  or  give such  notice  pursuant  to  this
Agreement  after  being requested to do so by the  Servicer,  the
Servicer shall take such action or give such notice on behalf  of
the Trustee or the Trust.

            9.12  Limited  Recourse;  No  Proceedings.   (a)  The
obligations  of  the  Transferor  and  the  Servicer  under  this
Agreement  are  several (except as specifically provided  herein)
and  are  solely the corporate obligations of the Transferor  and
the  Servicer.  No recourse shall be had for the payment  of  any
fee  or  other obligation or claim arising out of or relating  to
this  Agreement or any other agreement, instrument,  document  or
certificate  executed and delivered or issued by  the  Transferor
and  the  Servicer  or any officer of any of them  in  connection
therewith,  against any stockholder, employee, officer,  director
or  incorporator of the Transferor or the Servicer,  and  neither
the Agent nor any Class B Purchaser shall look to any property or
assets  of  the Transferor, other than to (a) amounts payable  to
the  Transferor  under  the Receivables Purchase  Agreement,  any
Supplement  or the Pooling and Servicing Agreement  and  (b)  any
other  assets of the Transferor not pledged to third  parties  or
otherwise  encumbered in any manner permitted by the Transferor's
Certificate  of  Incorporation.  Each Class B Purchaser  and  the
Agent   hereby  agrees  that  to  the  extent  such   funds   are
insufficient or unavailable to pay any amounts owing to it by the
Transferor  pursuant to this Agreement, prior to the  earlier  of
the Trust Termination Date or the commencement of a bankruptcy or
insolvency proceeding by or against the Transferor, it shall  not
constitute  a  claim  against the Transferor.   Nothing  in  this
paragraph  shall limit or otherwise affect the liability  of  the
Servicer with respect to any amounts owing by it hereunder or the
right  of  the  Agent or any Class B Purchaser  to  enforce  such
liability against the Servicer or any of its assets.

              (b)   Each of the Transferor, the Servicer and  the
Trustee hereby agrees that it shall not institute or join against
any    Structured    Lender   any   bankruptcy,   reorganization,
arrangement,  insolvency  or  liquidation  proceeding,  or  other
proceeding under any federal or state bankruptcy or similar  law,
for one year and a day after the latest maturing commercial paper
note,  medium  term note or other debt security  issued  by  such
Structured  Lender is paid.  The foregoing shall  not  limit  the
Transferor's, the Servicer's or the Trustee's right to  file  any
claim  in  or otherwise take any action with respect to any  such
bankruptcy,    reorganization,   arrangement,    insolvency    or
liquidation  proceeding that was instituted by any  Person  other
than the Transferor, the Servicer or the Trustee.

           9.13 Survival of Representations and Warranties.   All
representations  and  warranties  made  hereunder  and   in   any
document,  certificate or statement delivered pursuant hereto  or
in  connection herewith shall survive the execution and  delivery
of  this  Agreement,  the purchase of the  Class  B  Certificates
hereunder and the termination of this Agreement.

           9.14 Submission to Jurisdiction; Waivers.  EACH OF THE
TRANSFEROR,  THE ADMINISTRATIVE AGENT, THE SERVICER,  THE  TRUST,
THE  TRUSTEE,  THE  AGENT  AND  EACH  CLASS  B  PURCHASER  HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

             (A)  SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY
          LEGAL  ACTION  OR  PROCEEDING  RELATING  TO   THIS
          AGREEMENT  TO  WHICH  IT  IS  A  PARTY,   OR   FOR
          RECOGNITION  AND  ENFORCEMENT OF ANY  JUDGMENT  IN
          RESPECT  THEREOF,  TO  THE  NON-EXCLUSIVE  GENERAL
          JURISDICTION  OF THE COURTS OF THE  STATE  OF  NEW
          YORK  AND  THE  UNITED STATES OF AMERICA  FOR  THE
          SOUTHERN  DISTRICT  OF  NEW  YORK,  AND  APPELLATE
          COURTS FROM ANY THEREOF;

               (B)    CONSENTS  THAT  ANY  SUCH  ACTION   OR
          PROCEEDING  MAY  BE  BROUGHT IN  SUCH  COURTS  AND
          WAIVES  ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
          HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
          IN   ANY  SUCH  COURT  OR  THAT  SUCH  ACTION   OR
          PROCEEDING  WAS  BROUGHT IN AN INCONVENIENT  COURT
          AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

             (C)  AGREES THAT SERVICE OF PROCESS IN ANY SUCH
          ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING  A
          COPY  THEREOF BY REGISTERED OR CERTIFIED MAIL  (OR
          ANY  SUBSTANTIALLY SIMILAR FORM OF MAIL),  POSTAGE
          PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN
          SECTION 9.2 OR AT SUCH OTHER ADDRESS OF WHICH  THE
          AGENT  SHALL HAVE BEEN NOTIFIED PURSUANT  THERETO;
          AND

              (D)   AGREES THAT NOTHING HEREIN SHALL  AFFECT
          THE  RIGHT  TO  EFFECT SERVICE OF PROCESS  IN  ANY
          OTHER  MANNER PERMITTED BY LAW OR SHALL LIMIT  THE
          RIGHT TO SUE IN ANY OTHER JURISDICTION.

           9.15  WAIVERS  OF  JURY TRIAL.   THE  TRANSFEROR,  THE
SERVICER,  THE  TRUST, THE TRUSTEE, THE AGENT  AND  THE  CLASS  B
PURCHASERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL  BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR  ANY  OTHER DOCUMENT OR INSTRUMENT RELATED HERETO AND FOR  ANY
COUNTERCLAIM THEREIN.

          IN WITNESS WHEREOF, the parties hereto have caused this
Certificate  Purchase  Agreement to be  duly  executed  by  their
respective officers as of the day and year first above written.

                         PRIME II RECEIVABLES CORPORATION,
                           as Transferor


                         By:  /s/  Susan P. Storer
                               Name: Susan P. Storer
                               Title:  President


                         FDS NATIONAL BANK


                         By:  /s/  Susan R. Robinson
                               Name:  Susan R. Robinson
                               Title:  Treasurer


                         PNC BANK, NATIONAL ASSOCIATION,
                            as Agent and as Administrative Agent


                         By:  /s/ John T. Smathers
                               Name:  John T. Smathers
                               Title:  Vice President




                                                        EXHIBIT A

                    FORM OF INVESTMENT LETTER

                             [Date]


Prime II Receivables Corporation
9111 Duke Boulevard
Mason, Ohio  45040
Attention:  President

     Re   Prime Credit Card Master Trust II Class B
          Variable Funding Certificates, Series 1999-1

Ladies and Gentlemen:

          This letter (the "Investment Letter") is delivered by
the undersigned (the "Purchaser") pursuant to subsection 8.1(a)
of the Class B Certificate Purchase Agreement dated as of July 6,
1999 (as in effect, the "Certificate Purchase Agreement"), among
the Transferor, FDS National Bank, as Servicer, the Class B
Purchasers parties thereto and PNC Bank, National Association, as
Agent and Administrative Agent.  Capitalized terms used herein
without definition shall have the meanings set forth in the
Certificate Purchase Agreement.  The Purchaser represents to and
agrees with the Transferor as follows:

          (a)  The Purchaser is authorized [to enter into the
     Certificate Purchase Agreement and to perform its
     obligations thereunder and to consummate the transactions
     contemplated thereby] [to purchase a participation in
     obligations under the Certificate Purchase Agreement].

          (b)  The Purchaser has such knowledge and experience in
     financial and business matters as to be capable of
     evaluating the merits and risks of its investment in the
     Class B Certificates and is able to bear the economic risk
     of such investment.  The Purchaser has been afforded the
     opportunity to ask such questions as it deems necessary to
     make an investment decision, and has received all
     information it has requested in connection with making such
     investment decision.  The Purchaser has, independently and
     without reliance upon the Agent, the Administrative Agent or
     any other Class B Purchaser, and based on such documents and
     information as it has deemed appropriate, made its own
     appraisal of and investigation into the business,
     operations, property, financial and other condition and
     creditworthiness of the Trust, the Transferor and the
     Servicer and made its own decision to purchase its interest
     in the Class B Certificates, and will, independently and
     without reliance upon the Agent, the Administrative Agent or
     any other Class B Purchaser, and based on such documents and
     information as it shall deem appropriate at the time,
     continue to make its own analysis, appraisals and decisions
     in taking or not taking action under the Certificate
     Purchase Agreement, and to make such investigation as it
     deems necessary to inform itself as to the business,
     operations, property, financial and other condition and
     creditworthiness of the Trust, the Transferor and the
     Servicer.

          (c)  The Purchaser is an "accredited investor", as
     defined in Rule 501, promulgated by the Securities and
     Exchange Commission (the "Commission") under the Securities
     Act of 1933, as amended (the "Securities Act"), or is a
     qualified institutional buyer (within the meaning thereof in
     Rule 144A under the Securities Act).  The Purchaser
     understands that the offering and sale of the Class B
     Certificates has not been and will not be registered under
     the Securities Act and has not and will not be registered or
     qualified under any applicable "Blue Sky" law, and that the
     offering and sale of the Class B Certificate has not been
     reviewed by, passed on or submitted to any federal or state
     agency or commission, securities exchange or other
     regulatory body.

          (d)  The Purchaser is acquiring an interest in Class B
     Certificates without a view to any distribution, resale or
     other transfer thereof except as contemplated in the
     following sentence.  The Purchaser will not resell or
     otherwise transfer any interest or participation in the
     Class B Certificates, except in accordance with Sections 8.1
     of the Certificate Purchase Agreement and (i) in a
     transaction exempt from the registration requirements of the
     Securities Act of 1933, as amended, and applicable state
     securities or "blue sky" laws; (ii) to the Transferor or any
     affiliate of the Transferor; or (iii) to a person who the
     Purchaser reasonably believes is a qualified institutional
     buyer (within the meaning thereof in Rule 144A under the
     Securities Act) that is aware that the resale or other
     transfer is being made in reliance upon Rule 144A.  In
     connection therewith, the Purchaser hereby agrees that it
     will not resell or otherwise transfer the Class B
     Certificates or any interest therein unless the purchaser
     thereof provides to the addressee hereof a letter
     substantially in the form hereof.

          [(e) The Purchaser hereby certifies to the Transferor,
     the Servicer and the Trustee that it has neither acquired
     nor will it sell, trade or transfer any interest in a Class
     B Certificate or cause an interest in a Class B Certificate
     to be marketed on or through an "established securities
     market" within the meaning of Section 7704(b)(1) of the
     Internal Revenue Code of 1986, as amended (the "Code") and
     any proposed, temporary or final treasury regulation
     thereunder, including, without limitation, an over-the-
     counter-market or an interdealer quotation system that
     regularly disseminates firm buy or sell quotations.  In
     addition, the Purchaser hereby certifies that it is not and,
     for so long as it holds any interest in a Class B
     Certificate will not become a partnership, Subchapter S
     corporation or grantor trust for U.S. federal income tax
     purposes.  The Purchaser acknowledges that the opinion of
     counsel to the effect that the Trust will not be treated as
     a publicly traded partnership taxable as a corporation is
     dependent in part on the accuracy of the certifications
     described in this paragraph.][To be included only if
     required by Section 6.18 of the Pooling and Servicing
     Agreement.]

          [(e)][(f)]     This Investment Letter has been duly
     executed and delivered and constitutes the legal, valid and
     binding obligation of the Purchaser, enforceable against the
     Purchaser in accordance with its terms, except as such
     enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws or equitable
     principles affecting the enforcement of creditors' rights
     generally and general principles of equity.

          [(f)][(g)]     The Purchaser understands that the Class
     B Certificates will bear a legend to substantially the
     following effect:

               THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
          ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE
          SECURITIES ACT.  NO RESALE OR OTHER TRANSFER OF THIS
          CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
          ACT, (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
          SECURITIES OR "BLUE SKY" LAWS.  NEITHER THE TRANSFEROR
          NOR THE TRUSTEE IS OBLIGATED TO REGISTER THE
          CERTIFICATES UNDER THE SECURITIES ACT OR ANY OTHER
          SECURITIES OR "BLUE SKY" LAW.

               EACH HOLDER OF THIS CERTIFICATE OR AN INTEREST
          THEREIN, BY ACCEPTING AND HOLDING THIS CERTIFICATE, IS
          DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT
          (I) AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3)
          OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
          OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(l)
          OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
          (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
          ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.


                                     Very truly yours,

                                   [NAME OF PURCHASER]


                                   By:___________________________
                                      Name:
                                      Title:






                                                        EXHIBIT B


                   FORM OF JOINDER SUPPLEMENT

          THIS JOINDER SUPPLEMENT ("Supplement"), dated as of the
date set forth in Item 1 of Schedule I hereto, among Prime II
Receivables Corporation (the "Transferor"), the Class B Purchaser
set forth in Item 2 of Schedule I hereto (the "Additional Class B
Purchaser"), and PNC Bank, National Association, as Agent for the
Class B Purchasers under, and as defined in, the Certificate
Purchase Agreement described below (in such capacity, the
"Agent").

                      W I T N E S S E T H:

          WHEREAS, this Supplement is being executed and
delivered in accordance with subsection 2.2(d) of the Class B
Certificate Purchase Agreement, dated as of July 6, 1999, among
the Transferor, FDS National Bank, as Servicer, the Class B
Purchasers parties thereto, the Agent and PNC Bank, National
Association, as Administrative Agent (as from time to time
amended, supplemented or otherwise modified in accordance with
the terms thereof, the "Certificate Purchase Agreement"; unless
otherwise defined herein, terms defined in the Certificate
Purchase Agreement are used herein as therein defined); and

          WHEREAS, the Additional Class B Purchaser (if it is not
already a Class B Purchaser party to the Certificate Purchase
Agreement) wishes to become a Class B Purchaser party to the
Certificate Purchase Agreement;

          NOW, THEREFORE, the parties hereto hereby agree as
follows:

          (a)  Upon receipt by the Agent of five counterparts of
this Supplement, to each of which is attached a fully completed
Schedule I and Schedule II, each of which has been executed by
the Additional Class B Purchaser, the Transferor and the Agent,
the Agent will transmit to the Servicer, the Transferor, the
Trustee, the Administrative Agent and the Additional Class B
Purchaser a Joinder Effective Notice, substantially in the form
of Schedule III to this Supplement (a "Joinder Effective
Notice").  Such Joinder Effective Notice shall be executed by the
Agent and shall set forth, inter alia, the date on which the
transfer effected by this Supplement shall become effective (the
"Joinder Effective Date").   From and after the Joinder Effective
Date, the Additional Class B Purchaser shall be a Class B
Purchaser party to the Certificate Purchase Agreement for all
purposes thereof and shall be a Noncommitted Class B Purchaser
or Committed Class B Purchaser, as the case may be, as set forth
in Schedule II hereto, having an initial Noncommitted Purchaser
Percentage or Commited Purchaser Percentage, as applicable, and a
Commitment, if applicable, as set forth in such Schedule II.

          (b)  Concurrently with the execution and delivery
hereof, the Additional Class B Purchaser will deliver to the
Transferor and the Trustee an executed Investment Letter in the
form of Exhibit A to the Certificate Purchase Agreement.

          (c)  Each of the parties to this Supplement agrees and
acknowledges that at any time and from time to time upon the
written request of any other party, it will execute and deliver
such further documents and do such further acts and things as
such other party may reasonably request in order to effect the
purposes of this Supplement.

          (d)  By executing and delivering this Supplement, the
Additional Class B Purchaser confirms to and agrees with the
Agent, the Administrative Agent and the Class B Purchasers as
follows:  (i) neither the Agent, the Administrative Agent nor any
other Class B Purchaser makes any representation or warranty or
assumes any responsibility with respect to any statements,
warranties or representations made in or in connection with the
Certificate Purchase Agreement (other then representations or
warranties made by such respective parties) or the execution,
legality, validity, enforceability, genuineness, sufficiency or
value of the Certificate Purchase Agreement or any other
instrument or document furnished pursuant thereto, or with
respect to the Trust, the financial condition of the Servicer,
the Transferor or the Trustee, or the performance or observance
by the Servicer, the Transferor or the Trustee of any of their
respective obligations under the Certificate Purchase Agreement
or the Pooling and Servicing Agreement or any other instrument or
document furnished pursuant hereto; (ii) the Additional Class B
Purchaser confirms that it has received a copy of such documents
and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Supplement; (iii)
the Additional Class B Purchaser will, independently and without
reliance upon the Agent, the Administrative Agent or any other
Class B Purchaser and based on such documents and information as
it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the
Certificate Purchase Agreement; (iv) each Purchasing Class B
Purchaser appoints and authorizes the Agent and the
Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Certificate Purchase
Agreement and the Supplement as are delegated to the Agent or the
Administrative Agent, as applicable, by the terms thereof,
together with such powers as are reasonably incidental thereto,
all in accordance with Section 7 of the Certificate Purchase
Agreement; and (vi) the Additional Class B Purchaser agrees (for
the benefit of the Agent, the Administrative Agent, the other
Class B Purchasers, the Trustee, the Servicer and the Transferor)
that it will perform in accordance with their terms all of the
obligations which by the terms of the Certificate Purchase
Agreement are required to be performed by it as a Class B
Purchaser which is a Noncommitted Class B Purchaser or Committed
Class B Purchaser, as the case may be, as specified in Schedule
II hereto.

          (e)  Schedule II hereto sets forth the Commitment and
the Commitment Expiration Date, if applicable, and the initial
Investing Office of the Additional Class B Purchaser, as well as
administrative information with respect to the Additional Class B
Purchaser.

          (f)  This Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be executed by their respective duly authorized
officers on Schedule I hereto as of the date set forth in Item 1
of Schedule I hereto.



                                                    SCHEDULE I TO
                                               JOINDER SUPPLEMENT


                  COMPLETION OF INFORMATION AND
                SIGNATURES FOR JOINDER SUPPLEMENT


          Re:  Class B Certificate Purchase Agreement, dated as
          of July 6, 1999, among Prime II Receivables
          Corporation, as Transferor, FDS National Bank, as
          Servicer, the Class B Purchasers party thereto and PNC
          Bank, National Association, as Agent and as
          Administrative Agent.


Item 1:   Date of Joinder Supplement:

Item 2:   Additional Class B Purchaser:

Item 3:   Signatures of Parties to Agreement:



                              as Additional Class B Purchaser


                              By:
                                    Name:
                                    Title:


                              [By:
                                    Name:
                                    Title:]


                              PRIME II RECEIVABLES CORPORATION,
                                as Transferor


                              By:
                                    Name:
                                    Title:


                              PNC BANK, NATIONAL ASSOCIATION,
                                 as Agent


                              By:
                                    Name:
                                    Title:


                              By:
                                    Name:
                                    Title:

ACCEPTED BY:

PNC BANK, NATIONAL ASSOCIATION, as
   Administrative Agent


By:
      Name:
      Title:

By:
      Name:
      Title:


FDS NATIONAL BANK, as Servicer


By:
      Name:
      Title:






                                                   SCHEDULE II TO
                                               JOINDER SUPPLEMENT


              LIST OF INVESTING OFFICES, ADDRESSES
                   FOR NOTICES AND COMMITMENT



[Additional Class B Purchaser]

     Noncommitted Class B Purchaser:       Yes/No

          Initial Noncommitted Purchaser Percentage:   _______%
               (if applicable)

     Committed Class B Purchaser:     Yes/No

          Initial Committed Purchaser Percentage:      _______%
               (if applicable)

          Commitment:                        $____________

          Commitment Expiration Date:        _____________


Address for Notices:


Investing Office:






                                                  SCHEDULE III TO
                                               JOINDER SUPPLEMENT


                             FORM OF
                    JOINDER EFFECTIVE NOTICE


To:  [Name and address of
     Transferor, Servicer, Trustee, Administrative
     Agent and Additional Class B Purchaser]

          The undersigned, as Agent under the Class B Certificate
Purchase Agreement, dated as of July 6, 1999, among Prime II
Receivables Corporation, as Transferor, FDS National Bank, as
Servicer, the Class B Purchasers parties thereto and PNC Bank,
National Association, as Agent for the Class B Purchasers and as
Administrative Agent thereunder, acknowledges receipt of five
executed counterparts of a completed Joinder Supplement. [Note:
attach copies of Schedules I and II from such Agreement.]  Terms
defined in such Supplement are used herein as therein defined.

          Pursuant to such Supplement, you are advised that the
Joinder Effective Date will be _____________, 199_.


                                     Very truly yours,

                                   PNC BANK, NATIONAL
                                   ASSOCIATION,
                                      as Agent


                                   By:_______________________
                                         Name:
                                         Title:


                                   By:_______________________
                                         Name:
                                         Title:



                                                        EXHIBIT C


                   FORM OF TRANSFER SUPPLEMENT

          THIS TRANSFER SUPPLEMENT ("Supplement"), dated as of
the date set forth in Item 1 of Schedule I hereto, among the
Transferor Class B Purchaser set forth in Item 2 of Schedule I
hereto (the "Transferor Class B Purchaser"), the Purchasing Class
B Purchaser set forth in Item 3 of Schedule I hereto (the
"Purchasing Class B Purchaser"), and PNC Bank, National
Association, as Agent for the Class B Purchasers under, and as
defined in, the Certificate Purchase Agreement described below
(in such capacity, the "Agent").

                      W I T N E S S E T H:

          WHEREAS, this Supplement is being executed and
delivered in accordance with subsection 8.1(e) of the Class B
Certificate Purchase Agreement, dated as of July 6, 1999, among
Prime II Receivables Corporation, as Transferor, FDS National
Bank, as Servicer, the Class B Purchasers parties thereto, the
Agent and PNC Bank, National Association, as Administrative Agent
(as from time to time amended, supplemented or otherwise modified
in accordance with the terms thereof, the "Certificate Purchase
Agreement"; unless otherwise defined herein, terms defined in the
Certificate Purchase Agreement are used herein as therein
defined);

          WHEREAS, the Purchasing Class B Purchaser (if it is not
already a Class B Purchaser party to the Certificate Purchase
Agreement) wishes to become a Class B Purchaser party to the
Certificate Purchase Agreement and the Purchasing Class B
Purchaser wishes to acquire and assume from the Transferor Class
B Purchaser, certain of the rights, obligations and commitments
under the Certificate Purchase Agreement; and

          WHEREAS, the Transferor Class B Purchaser wishes to
sell and assign to the Purchasing Class B Purchaser, certain of
its rights, obligations and commitments under the Certificate
Purchase Agreement.

          NOW, THEREFORE, the parties hereto hereby agree as
follows:

          (a)  Upon receipt by the Agent of five counterparts of
this Supplement, to each of which is attached a fully completed
Schedule I and Schedule II, each of which has been executed by
the Transferor Class B Purchaser, the Purchasing Class B
Purchaser and the Agent, the Agent will transmit to the Servicer,
the Transferor, the Trustee, the Transferor Class B Purchaser and
the Purchasing Class B Purchaser a Transfer Effective Notice,
substantially in the form of Schedule III to this Supplement (a
"Transfer Effective Notice").  Such Transfer Effective Notice
shall be executed by the Agent and shall set forth, inter alia,
the date on which the transfer effected by this Supplement shall
become effective (the "Transfer Effective Date").  Subject to the
prior written consent, if applicable, of the Transferor and the
Servicer to such transfer in the form of Schedule IV to this
Supplement, from and after the Transfer Effective Date the
Purchasing Class B Purchaser shall be a Class B Purchaser party
to the Certificate Purchase Agreement for all purposes thereof as
a Noncommitted Class B Purchaser or Committed Class B Purchaser,
as specified on Schedule II to this Supplement.

          (b)  At or before 12:00 Noon, local time of the
Transferor Class B Purchaser, on the Transfer Effective Date, the
Purchasing Class B Purchaser shall pay to the Transferor Class B
Purchaser, in immediately available funds, an amount equal to the
purchase price, as agreed between the Transferor Class B
Purchaser and such Purchasing Class B Purchaser (the "Purchase
Price"), of the portion set forth on Schedule II hereto being
purchased by such Purchasing Class B Purchaser of the outstanding
Class B Invested Amount under the Class B Variable Funding
Certificate owned by the Transferor Class B Purchaser (such
Purchasing Class B Purchaser's "Purchase Percentage") and other
amounts owing to the Transferor Class B Purchaser under the
Certificate Purchase Agreement or otherwise in respect of the
Class B Variable Funding Certificates.  Effective upon receipt by
the Transferor Class B Purchaser of the Purchase Price from the
Purchasing Class B Purchaser, the Transferor Class B Purchaser
hereby irrevocably sells, assigns and transfers to the Purchasing
Class B Purchaser, without recourse, representation or warranty,
and the Purchasing Class B Purchaser hereby irrevocably
purchases, takes and assumes from the Transferor Class B
Purchaser, the Purchasing Class B Purchaser's Purchase Percentage
of (i) the presently outstanding Class B Invested Amount under
the Class B Variable Funding Certificates owned by the Transferor
Class B Purchaser and other amounts owing to the Transferor Class
B Purchaser in respect of the Class B Variable Funding
Certificates, together with all instruments, documents and
collateral security pertaining thereto, and (ii) the Purchasing
Purchaser's Purchase Percentage of (A) if the Transferor Class B
Purchaser is a Noncommitted Class B Purchaser, the Noncommitted
Purchaser Percentage of the Transferor Class B Purchaser and the
other rights and duties of the Transferor Class B Purchaser under
the Certificate Purchase Agreement, or (B) if the Transferor
Class B Purchaser is a Committed Class B Purchaser, the Committed
Purchaser Percentage and the Commitment of the Transferor Class B
Purchaser and other rights, duties and obligations of the
Transferor Class B Purchaser under the Certificate Purchase
Agreement.  This Supplement is intended by the parties hereto to
effect a purchase by the Purchasing Class B Purchaser and sale by
the Transferor Class B Purchaser of interests in the Class B
Variable Funding Certificates, and it is not to be construed as a
loan or a commitment to make a loan by the Purchasing Class B
Purchaser to the Transferor Class B Purchaser.  The Transferor
Class B Purchaser hereby confirms that the amount of the Class B
Invested Amount is $                           and its Percentage
Interest thereof is ___%, which equals $
as of             , 199_.  Upon and after the Transfer Effective
Date (until further modified in accordance with the Certificate
Purchase Agreement), the Noncommitted Purchaser Percentage or
Commited Purchaser Percentage, as applicable of the Transferor
Class B Purchaser and the Purchasing Class B Purchaser and the
Commitment, if any, of the Transferor Class B Purchaser and the
Purchasing Class B Purchaser shall be as set forth in Schedule II
to this Supplement.

          (c)  The Transferor Class B Purchaser has made
arrangements with the Purchasing Class B Purchaser with respect
to (i) the portion, if any, to be paid, and the date or dates for
payment, by the Transferor Class B Purchaser to the Purchasing
Class B Purchaser of any fees heretofore received by the
Transferor Class B Purchaser pursuant to the Certificate Purchase
Agreement prior to the Transfer Effective Date and (ii) the
portion, if any, to be paid, and the date or dates for payment,
by the Purchasing Class B Purchaser to the Transferor Class B
Purchaser of fees or interest received by the Purchasing Class B
Purchaser pursuant to the Certificate Purchase Agreement or
otherwise in respect of the Class B Variable Funding Certificates
from and after the Transfer Effective Date.

          (d)  (i) All principal payments that would otherwise be
payable from and after the Transfer Effective Date to or for the
account of the Transferor Class B Purchaser in respect of the
Class B Variable Funding Certificates shall, instead, be payable
to or for the account of the Transferor Class B Purchaser and the
Purchasing Class B Purchaser, as the case may be, in accordance
with their respective interests as reflected in this Supplement.

               (ii)  All interest, fees and other amounts that
would otherwise accrue for the account of the Transferor Class B
Purchaser from and after the Transfer Effective Date pursuant to
the Certificate Purchase Agreement or in respect of the Class B
Variable Funding Certificates shall, instead, accrue for the
account of, and be payable to or for the account of, the
Transferor Class B Purchaser and the Purchasing Class B
Purchaser, as the case may be, in accordance with their
respective interests as reflected in this Supplement.  In the
event that any amount of interest, fees or other amounts accruing
prior to the Transfer Effective Date was included in the Purchase
Price paid by the Purchasing Class B Purchaser, the Transferor
Class B Purchaser and the Purchasing Class B Purchaser will make
appropriate arrangements for payment by the Transferor Class B
Purchaser to the Purchasing Class B Purchaser of such amount upon
receipt thereof from the Agent.

          (e)  Concurrently with the execution and delivery
hereof, the Purchasing Class B Purchaser will deliver to the
Transferor and the Trustee an executed Investment Letter in the
form of Exhibit A to the Certificate Purchase Agreement.

          (f)  Each of the parties to this Supplement agrees and
acknowledges that (i) at any time and from time to time upon the
written request of any other party, it will execute and deliver
such further documents and do such further acts and things as
such other party may reasonably request in order to effect the
purposes of this Supplement, and (ii) the Agent shall apply each
payment made to it under the Certificate Purchase Agreement,
whether in its individual capacity or as Agent, in accordance
with the provisions of the Certificate Purchase Agreement, as
appropriate.

          (g)  By executing and delivering this Supplement, the
Transferor Class B Purchaser and the Purchasing Class B Purchaser
confirm to and agree with each other, the Administrative Agent
and the Agent and the Class B Purchasers as follows:  (i) other
than the representation and warranty that it is the legal and
beneficial owner of the interest being assigned hereby free and
clear of any adverse claim, the Transferor Class B Purchaser
makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations
made in or in connection with the Certificate Purchase Agreement
or the Pooling and Servicing Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or
value of the Certificate Purchase Agreement or any other
instrument or document furnished pursuant thereto; (ii) the
Transferor Class B Purchaser makes no representation or warranty
and assumes no responsibility with respect to the Trust, the
financial condition of the Servicer, the Transferor or the
Trustee, or the performance or observance by the Servicer, the
Transferor or the Trustee of any of their respective obligations
under the Certificate Purchase Agreement, the Pooling and
Servicing Agreement or any other instrument or document furnished
pursuant hereto; (iii) each Purchasing Class B Purchaser confirms
that it has received a copy of such documents and information as
it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (iv) each Purchasing
Class B Purchaser will, independently and without reliance upon
the Agent, the Transferor Class B Purchaser or any other Class B
Purchaser and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Certificate
Purchase Agreement or the Pooling and Servicing Agreement; (v)
each Purchasing Class B Purchaser appoints and authorizes the
Agent and the Administrative Agent to take such action as agent
on its behalf and to exercise such powers under the Certificate
Purchase Agreement and the Pooling and Servicing Agreement as are
delegated to the Agent or the Administrative Agent, as the case
may be, by the terms thereof, together with such powers as are
reasonably incidental thereto, all in accordance with Section 7
of the Certificate Purchase Agreement; and (vi) each Purchasing
Class B Purchaser agrees (for the benefit of the Transferor Class
B Purchaser, the Agent, the Administrative Agent, the Class B
Purchasers, the Trustee, the Servicer and the Transferor) that it
will perform in accordance with their terms all of the
obligations which by the terms of the Certificate Purchase
Agreement are required to be performed by it as a Class B
Purchaser.

          (h)  Schedule II hereto sets forth the revised
Noncommitted Purchaser Percentage or the revised Committed
Purchaser Percentage and Commitment of the Transferor Class B
Purchaser, as applicable, the Noncommitted Purchaser Percentage
or the Committed Purchaser Percentage, Commitment and Commitment
Expiration Date of the Purchasing Class B Purchaser, as
applicable, and the initial Investing Office of the Purchasing
Class B Purchaser, as well as administrative information with
respect to the Purchasing Class B Purchaser.

          (i)  This Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be executed by their respective duly authorized
officers on Schedule I hereto as of the date set forth in Item 1
of Schedule I hereto.



                                                    SCHEDULE I TO
                                              TRANSFER SUPPLEMENT


                  COMPLETION OF INFORMATION AND
               SIGNATURES FOR TRANSFER SUPPLEMENT


          Re:  Class B Certificate Purchase Agreement, dated as
          of July 6, 1999, among Prime II Receivables
          Corporation, as Transferor, FDS National Bank, as
          Servicer, the Class B Purchasers party thereto and PNC
          Bank, National Association, as Agent and as
          Administrative Agent.


Item 1:   Date of Transfer Supplement:

Item 2:   Transferor Class B Purchaser:

Item 3:   Purchasing Class B Purchaser:

Item 4:   Signatures of Parties to Agreement:


                              as Transferor Class B Purchaser


                              By:
                                    Name:
                                    Title:

                              By:
                                    Name:
                                    Title:



                              as Purchasing Class B Purchaser

                              By:
                                    Name:
                                    Title:

                              By:
                                    Name:
                                    Title:

ACCEPTED BY:
PNC BANK, NATIONAL ASSOCIATION, as Agent


By:
      Name:
      Title:


By:
      Name:
      Title:





                                                   SCHEDULE II TO
                                              TRANSFER SUPPLEMENT


              LIST OF INVESTING OFFICES, ADDRESSES
                 FOR NOTICES, ASSIGNED INTEREST,
             PURCHASE PERCENTAGE AND PURCHASE PRICE


[Transferor Class B Purchaser]

A.   Noncommitted Class B Purchaser:    Yes/No

     If applicable:

          Noncommitted Purchaser Percentage:

          Transferor Class B Purchaser
          Noncommitted Purchaser Percentage
          Prior to Sale:   _____%

          Noncommitted Purchaser Percentage Sold:   _____%

          Noncommitted Purchaser Percentage Retained:    _____%

B.   Committed Class B Purchaser:       Yes/No

     If applicable:

          Committed Purchaser Percentage:

          Transferor Class B Purchaser
          Committed Purchaser Percentage
          Prior to Sale:   _____%

          Committed Purchaser Percentage Sold: _____%

          Committed Purchaser Percentage Retained:  _____%

          Commitment:

          Transferor Class B Purchaser Commitment
          Prior to Sale:   $________

          Commitment Sold: $________

          Commitment Retained:  $________

C.   Class B Invested Amount:

     Transferor Class B Purchaser
     Class B Invested Amount Prior to Sale:    $________

     Class B Invested Amount Sold:   $________

     Class B Invested Amount Retained:    $________

D.   Purchase Percentage:  _____%

[Purchasing Class B Purchaser]

A.   Noncommitted Class B Purchaser:    Yes/No

     If applicable:

          Initial Noncommitted Purchaser Percentage:     _____%

B.   Committed Class B Purchaser:       Yes/No

     If applicable:

          Committed Purchaser Percentage: _____%

          Commitment: $________

          Commitment Expiration Date:     ____________

C.   Class B Invested Amount Owned Immediately
     After Sale:      $________


Address for Notices:


Investing Office:





                                                  SCHEDULE III TO
                                              TRANSFER SUPPLEMENT


                             Form of
                    Transfer Effective Notice

To:  [Name and address of
     Transferor, Servicer, Trustee, the Transferor Class B
     Purchaser and the Purchasing Class B Purchaser]

          The undersigned, as Agent under the Class B Certificate
Purchase Agreement, dated as of July 6, 1999, among Prime II
Receivables Corporation, as Transferor, FDS National Bank, as
Servicer, the Class B Purchasers parties thereto and PNC Bank,
National Association, as Agent for the Class B Purchasers and as
Administrative Agent thereunder, acknowledges receipt of five
executed counterparts of a completed Transfer Supplement. [Note:
attach copies of Schedules I and II from such Agreement.]  Terms
defined in such Supplement are used herein as therein defined.

          Pursuant to such Supplement, you are advised that the
Transfer Effective Date will be _____________, 199_.

                                     Very truly yours,

                                   PNC BANK, NATIONAL
                                   ASSOCIATION,
                                      as Agent


                                   By:_______________________
                                         Name:
                                         Title:


                                   By:_______________________
                                         Name:
                                         Title:





                                                   SCHEDULE IV TO
                                              TRANSFER SUPPLEMENT


                             Form of
                      Consent of Transferor

          To:  The Chase Manhattan Bank, as Trustee
          PNC Bank, National Association, as Agent

     The undersigned hereby consents to the transfer, as of the
Transfer Effective Date, of a [Noncommitted Purchaser
Percentage/Committed Purchaser Percentage] equal to ____%
[representing a Commitment in the amount of $__________] and a
Class B Invested Amount under the Prime Credit Card Master Trust
II Class B Variable Funding Certificates, Series 1999-1, in the
amount of $_________,  by _______________ to _______________,
pursuant to the Class B Certificate Purchase Agreement, dated as
of July 6, 1999, among Prime II Receivables Corporation, FDS
National Bank, as Servicer, the Class B Purchasers parties
thereto and PNC Bank, National Association, as Agent and as
Administrative Agent.

                              Very truly yours,

                              PRIME II RECEIVABLES
                                   CORPORATION

                              By:_______________________
                                    Name:
                                    Title:

                              FDS NATIONAL BANK,
                               as Servicer

                              By:_______________________
                                    Name:
                                    Title:


Dated:  _________________
cc:  Purchasing Class B Purchaser






                                                        EXHIBIT D


PRIME II RECEIVABLES CORPORATION


                   FORM OF NOTICE OF FINANCING


PNC XXXXXXX

Via Facsimile: XXXXXX

Attn: XXXXXX   XXXXXXXXX



To be executed on:  02-Jul-99


                                    Increase/
                                   (Decrease)
Next Business Day   1999-1A                  0.00
               1999-1B                  0.00






                                   _______________________
                                   Ph: (513) 573-2047
                                   Fx: (513) 573-2039

EX-10.9

         FIRST AMENDMENT TO CLASS B CERTIFICATE PURCHASE AGREEMENT


     THIS FIRST AMENDMENT TO CLASS B CERTIFICATE PURCHASE
AGREEMENT (this "Amendment"), dated as of August 3, 1999, is
entered into among by and among PRIME II RECEIVABLES CORPORATION
(the "Transferor"), FDS NATIONAL BANK (the "Servicer"), MARKET
STREET FUNDING CORPORATION (the "Class B Purchasers"), and PNC
BANK, NATIONAL ASSOCIATION (the "Agent").

                            RECITALS

     WHEREAS, the Transferor, the Servicer, the Class B Purchaser
and the Agent are parties to that certain Class B Certificate
Purchase Agreement, dated as of July 6, 1999 (as amended,
supplemented or otherwise modified from time to time, the
"Agreement"); and

     WHEREAS, The parties hereto desire to amend the Agreement as
hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

          .  Certain Defined Terms. Capitalized terms that are
used herein without definition and that are defined in the
Agreement shall have the same meanings herein as therein defined.

     .    Amendments to Agreement. (a) Clause (a) of the
definition of "Commercial Paper Rate" that appears in Section 1.1
of the Agreement is hereby amended by inserting, after the word
"outstanding" and before the words "such Structured Purchaser,"
the words "on behalf of."

     (b) The last sentence of Section 2.1(b) of the Agreement is
hereby amended and restated in its entirety to read as follows:

  "It is understood and agreed that (i) except as provided in
  the last sentence of Section 2.1(c), each Class B Purchaser
  which is a Structured Purchaser, subject to the terms and
  conditions of this Agreement, intends to fund its Noncommitted
  Purchaser Percentage or Commitment Percentage, as the case may
  be, of any and all Class B Investor Principal Balance offered
  by the Transferor pursuant to Section 6.15 of the Pooling and
  Servicing Agreement through the issuance of commercial paper,
  to the extent that it is permitted and able in the ordinary
  course of its business to issue commercial paper which is
  rated not lower than the respective ratings assigned by
  Moody's and Standard & Poor's on the date on which such
  Structured Purchaser became a Class B Purchaser (without
  increasing or otherwise modifying any letter of credit or
  other enhancement provided to such Structured Purchaser or any
  liquidity support provided to such Structured Purchaser by
  Affected Parties), and (ii) notwithstanding anything else
  herein to the contrary, under no circumstances shall the
  Transferor or the Servicer be entitled to request such
  Structured Purchaser to fund all or any portion of its Class B
  Investor Principal Balance in any manner other than through
  the issuance of commercial paper."

     (c) Section 9.1 of the Agreement is hereby amended by
inserting after the last sentence in the first paragraph of
Section 9.1 the following sentence:

  "The Agent shall promptly notify each Rating Agency of any
  material amendment, modification, waiver and/or supplement to
  this Agreement pursuant to this Section 9.1".

     (d) Sections 6.2 and 9.12(b) of the Agreement are hereby
amended by replacing the words "Structured Lender" in each place
they appear in such Sections with the words "Structured
Purchaser."

     .  Representations and Warranties.  Each of the parties
hereto hereby represents and warrants as follows:

    (a)  Representations and Warranties. The representations and
  warranties contained in Section 4 of the Agreement are true
  and correct as of the date hereof.

    (b)  No Default. Both before and immediately after giving
  effect to this Amendment and the transactions contemplated
  hereby no Termination Event, Series 1999-1 Pay Out Event,
  Servicer Default or Trust Payout Event exists or shall exist.

     .  Effect of Amendment. All provisions of the Agreement, as
expressly amended and modified by this Amendment, shall remain in
full force and effect. After this Amendment becomes effective,
all references in the Agreement (or in any other Related
Document) to "this Agreement", "hereof", "herein" or words of
similar effect referring to the Agreement shall be deemed to be
references to the Agreement as amended by this Amendment. This
Amendment shall not be deemed, either expressly or impliedly, to
waive, amend or supplement any provision of the Agreement other
than as set forth herein.

     .  Effectiveness. This Amendment shall become effective as
of the date hereof upon receipt by the Agent of counterparts of
this Amendment (whether by facsimile or otherwise) executed by
each of the other parties hereto, in form and substance
satisfactory to the Agent in its sole discretion.

     .  Counterparts. This Amendment may be executed in any
number of counterparts and by different parties on separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall
constitute but one and the same instrument.

     .  Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of
New York (without regard to any otherwise applicable principles
of conflicts of law).

     .  Section Headings. The various headings of this Amendment
are included for convenience only and shall not affect the
meaning or interpretation of this Amendment, the Agreement or any
provision hereof or thereof.

     IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.

                              PRIME II RECEIVABLES CORPORATION,
                              as Transferor


                              By:  /s/ Susan S. Storer
                                Name:  Susan S. Storer
                                Title:  President


                              FDS NATIONAL BANK,
                              as Servicer


                              By:  /s/ Susan R. Robinson
                                Name:  Susan R. Robinson
                                Title:  Treasurer

                              MARKET STREET FUNDING CORPORATION,
                              as Class A Purchaser


                              By:  /s/ Douglas K. Johnson
                                Name:  Douglas K. Johnson
                                Title:  President


                              PNC BANK, NATIONAL ASSOCIATION,
                              as Agent


                              By:  /s/ John T. Smathers
                                Name:  John T. Smathers
                                Title:  Vice President

EX-27

 

<ARTICLE> 5
<MULTIPLIER> 1,000,000

                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-29-2000
<PERIOD-END>                               JUL-31-1999
<CASH>                                             357
<SECURITIES>                                         0
<RECEIVABLES>                                    3,512
<ALLOWANCES>                                         0
<INVENTORY>                                      3,635
<CURRENT-ASSETS>                                 7,867
<PP&E>                                           6,689
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  16,879
<CURRENT-LIABILITIES>                            4,353
<BONDS>                                          4,704
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                    16,879
<SALES>                                          4,111
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                    2,409
<OTHER-EXPENSES>                                 1,384
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  87
<INCOME-PRETAX>                                    233
<INCOME-TAX>                                        96
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       137
<EPS-BASIC>                                       0.65
<EPS-DILUTED>                                     0.61

<F1>Includes the following:
     Supplies and prepaid expenses                 221
     Deferred income tax assets                    142
<F2>Includes the following:
     Intangible assets - net                     1,807
     Other assets                                  516
<F3>Includes the following:
     Deferred income taxes                       1,240
     Other liabilities                             586
     Shareholders' Equity                        5,996
<F4>Includes the following:
     Interest Income                                 2