Class B Certificate Purchase Agreement Sample Contracts

RECITALS
Class B Certificate Purchase Agreement • November 15th, 2002 • Federated Department Stores Inc /De/ • Retail-department stores • New York
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FIFTH AMENDMENT TO CLASS B CERTIFICATE PURCHASE AGREEMENT
Class B Certificate Purchase Agreement • December 9th, 2004 • Federated Department Stores Inc /De/ • Retail-department stores • New York

THIS FIFTH AMENDMENT TO CLASS B CERTIFICATE PURCHASE AGREEMENT (this "Amendment"), dated as of November 29, 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").

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

This First Amendment to Class B Certificate Purchase Agreement, dated as of November 4, 2004 (this "Amendment"), is among Prime II Receivables Corporation (the "Transferor"), FDS Bank (the "Servicer"), Bank One, NA (Main Office Chicago), as Agent (in such capacity, the "Agent"), as a Committed Class B Purchaser (in such capacity, the "Committed Purchaser"), and as a Class B Owner (in such capacity, the "Owner"), and Jupiter Securitization Corporation, as a Noncommitted Class B Purchaser (the "Noncommitted Purchaser", and together with the Committed Purchaser, the "Purchasers"). Capitalized terms used in this Amendment and not otherwise defined have the meanings assigned to such terms in the Purchase Agreement (as defined below).

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Class B Certificate Purchase Agreement • April 16th, 2003 • Federated Department Stores Inc /De/ • Retail-department stores • New York
EXHIBIT 4.9 EXECUTION COPY CLASS B CERTIFICATE PURCHASE AGREEMENT Dated as of December 3, 1997
Class B Certificate Purchase Agreement • April 22nd, 1998 • Stage Stores Inc • Retail-department stores • New York
FOURTH AMENDMENT TO CLASS B CERTIFICATE PURCHASE AGREEMENT
Class B 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").

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