0000794367-04-000096 Sample Contracts

ADDENDUM TO THE JUNE 4, 1996 FACS CREDIT SERVICES AND LICENSE AGREEMENT BETWEEN GE CAPITAL CONSUMER CARD CO. ("GE BANK"), GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL") (COLLECTIVELY, "GE PARTIES") AND FACS GROUP, INC. ("FACS")
Credit Services and License Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores

This amendment (hereinafter referred to as "Addendum") dated as of January 1, 2001, is made to that certain agreement of June 4, 1996 described above ("Services Agreement"), by and between the GE PARTIES and FACS, pursuant to Section 9.3 of the Services Agreement.

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SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores • New York

This Sixth Amendment to Amended and Restated Credit Card Program Agreement (the "Amendment"), dated as of February 23, 2004, is entered into by and among Federated Department Stores, Inc. ("FDS"), FDS Bank, FACS Group, Inc., Macy's East, Inc., Macy's West, Inc., Broadway Stores, Inc. (for itself and as successor in interest to Bullock's, Inc.), and GE Capital Consumer Card company ("GE Bank") in the following circumstances:

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores

This AMENDMENT NO. 5 to the Amended and Restated Credit Card Program Agreement dated as of June 4, 1996, as amended by Amendment No. 1 dated as of June 4, 1996, Amendment No. 2 dated as of January 31, 1997, Amendment No. 3 dated as of March 1, 1997 and Amendment No. 4 dated as of July 22, 1998 (the "Program Agreement") by and among GE Capital Consumer Card Co. ("GE Bank"), Federated Department Stores, Inc. ("FDS"), FDS National Bank ("FDS Bank"), Macy's East, Inc. ("Macy's East"), Macy's West, Inc. ("Macy's West"), Bullock's, Inc. ("Bullock's"), Broadway Stores, Inc. ("Broadway"), FACS Group, Inc. ("FACS") and MSS-Delaware, Inc. ("MSS").

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores

This SECOND AMENDMENT AGREEMENT, dated as of January 31, 1997, by and among GE Capital Consumer Card Co. ("GE Bank"), Federated Department Stores, Inc., FDS National Bank, Macy's East, Inc., Macy's West, Inc., Bullock's, Inc., Broadway Stores, Inc., FACS Group, Inc. and MSS-Delaware, Inc. Terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Amended and Restated Credit Card Program Agreement dated as of June 4, 1996, as amended as of June 4, 1996 (the "Agreement").

FOURTH AMENDMENT TO CLASS A CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores • New York

THIS FOURTH AMENDMENT TO CLASS A CERTIFICATE PURCHASE AGREEMENT (this "Amendment"), dated as of May 25, 2004, is entered into by and among PRIME II RECEIVABLES CORPORATION (the "Transferor"), FDS BANK, formerly known as FDS NATIONAL BANK, (the "Servicer"), MARKET STREET FUNDING CORPORATION (the "Class A Purchaser") and PNC BANK, NATIONAL ASSOCIATION (the "Agent").

AMENDMENT AGREEMENT
Amendment Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores

AMENDMENT AGREEMENT, dated as of June 4, 1996, by and among GE Capital Consumer Card Co. ("GE Bank"), Federated Department Stores, Inc. ("FDS"), FDS National Bank ("FDS Bank"), Macy's East, Inc. ("Macy's East"), Macy's West, Inc. ("Macy's West"), Bullock's, Inc. ("Bullock's"), Broadway Stores, Inc. ("Broadway"), FACS Group, Inc. ("FACS") and MSS-Delaware, Inc. ("MSS").

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores • New York

This AMENDMENT NO. 4 to the Amended and Restated Credit Card Program Agreement, dated as of June 4, 1996, as amended by Amendment No. 1 dated as of June 4, 1996, Amendment No. 2 dated as of January 31, 1997 and Amendment No. 3 dated as of March 1, 1997 (the "Program Agreement") is made as of this, 22nd day of July, 1998 by and among GE Capital Consumer Card Co. ("GE Bank"), Federated Department Stores, Inc. ("FDS"), FDS National Bank ("FDS Bank"), Macy's East, Inc. ("Macy's East"), Macy's West, Inc. ("Macy's West"), Bullock's, Inc. ("Bullock's"), Broadway Stores, Inc. ("Broadway"), FACS Group, Inc. ("FACS") and MSS-Delaware, Inc. ("MSS").

SEVENTH AMENDMENT TO MACY'S AMENDED AND RESTATED CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores • New York

AMENDMENT AGREEMENT, dated as of April 30, 2004, by and among Federated Department Stores, Inc. ("FDS"), FDS Bank ("FDS Bank"), FACS Group, Inc. ("FACS") (FDS, FDS Bank and FACS being collectively referred to herein as the "FDS Parties"), GE Capital Consumer Card Co. ("GE Bank"), Macy's East, Inc., Macy's West, Inc., and Broadway Stores, Inc. (for itself and as successor in interest to Bullock's, Inc.).

THIRD AMENDMENT TO MACY'S AMENDED AND RESTATED CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores • New York

THIRD AMENDMENT AGREEMENT, dated as of March 1, 1997, by and among Federated Department Stores, Inc. ("FDS"), FDS National Bank ("FDS Bank"), FACS Group, Inc. ("FACS") (FDS, FDS Bank and FACS being collectively referred to herein as the "FDS Parties"), GE Capital Consumer Card Co. ("GE Bank"), Macy's East, Inc., Macy's West, Inc., Bullock's, Inc., Broadway Stores, Inc., and MSS-Delaware, Inc.

FOURTH AMENDMENT TO CLASS B CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores • New York

THIS FOURTH AMENDMENT TO CLASS B CERTIFICATE PURCHASE AGREEMENT (this "Amendment"), dated as of May 25, 2004, is entered into by and among PRIME II RECEIVABLES CORPORATION (the "Transferor"), FDS BANK, formerly known as FDS NATIONAL BANK, (the "Servicer"), MARKET STREET FUNDING CORPORATION (the "Class B Purchaser") and PNC BANK, NATIONAL ASSOCIATION ( the "Agent").

SECOND ADDENDUM TO THE JUNE 4, 1996 FACS CREDIT SERVICES AND LICENSE AGREEMENT BETWEEN GE CAPITAL CONSUMER CARD CO. ("GE BANK"), GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL") (COLLECTIVELY, "GE PARTIES") AND FACS GROUP, INC. ("FACS")
Credit Services and License Agreement • June 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores

This amendment (hereinafter referred to as "Second Addendum") dated as of November 11, 2001, is made to that certain agreement of June 4, 1996 described above ("Services Agreement"), by and between the GE PARTIES and FACS, pursuant to Section 9.3 of the Services Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Services Agreement

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