0000794367-05-000132 Sample Contracts

SECOND AMENDMENT TO PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT
Purchase, Sale and Servicing Transfer Agreement • October 24th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores • Delaware

This SECOND AMENDMENT TO PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT, dated as of June 1, 2005, (this "Amendment") is made and entered into as of October 24, 2005, by and among Federated Department Stores, Inc., a Delaware corporation ("FDS"), FDS Bank, a federally-chartered stock savings bank ("FDS Bank"), Prime II Receivables Corporation, a Delaware corporation ("Prime II"), Macy's Department Stores, Inc., an Ohio corporation and a wholly-owned subsidiary of FDS ("Macy's"), Bloomingdale's, Inc., an Ohio corporation and a wholly-owned subsidiary of FDS ("Bloomingdale's"), and Citibank, N.A., a national banking association (the "Purchaser").

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FIRST AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • October 24th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores • Delaware

This FIRST AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT, dated as of June 1, 2005, (this "Amendment") is made and entered into as of October 24, 2005, by and among Federated Department Stores, Inc., a Delaware corporation, ("FDS"), FDS Bank, a federally-chartered stock savings bank ("FDS Bank"), FACS Group, Inc., an Ohio corporation ("FACS", and together with FDS and FDS Bank, the "FDS Companies"), Macy's Department Stores, Inc., an Ohio corporation ("Macy's"), Bloomingdale's, Inc., an Ohio corporation ("Bloomingdale's"), and Citibank, N.A., a national banking association ("Bank").

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