0001193125-09-188479 Sample Contracts

SECOND AMENDMENT TO PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT
Sale and Servicing Transfer Agreement • September 8th, 2009 • Macy's, Inc. • 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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FOURTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • September 8th, 2009 • Macy's, Inc. • Retail-department stores • Delaware

This FOURTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT (this “Fourth Amendment”) is effective as of August 1, 2008 (the “Effective Date”), by and among Macy’s, Inc., f/k/a Federated Department Stores, Inc., a Delaware corporation, (“Macy’s, Inc.”), FDS Bank, a federally-chartered stock savings bank (“FDS Bank”), Macy’s Credit and Customer Services, Inc., f/k/a FACS Group, Inc., an Ohio corporation (“MCCS”), Macy’s Department Stores, Inc., an Ohio corporation (“Macy’s”), Bloomingdale’s, Inc., an Ohio corporation (“Bloomingdale’s”) (collectively the “Macy’s Companies”), and Department Stores National Bank, a national banking association, as assignee of Citibank, N.A. (“Bank”).

CREDIT CARD PROGRAM AGREEMENT by and among FEDERATED DEPARTMENT STORES, INC., FDS BANK, FACS GROUP, INC., and CITIBANK, N.A.
Credit Card Program Agreement • September 8th, 2009 • Macy's, Inc. • Retail-department stores • Delaware

This Credit Card Program Agreement is made as of the 1st day of June, 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”), and Citibank, N.A., a national banking association (“Bank”).

FOURTH AMENDMENT TO PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT
Sale and Servicing Transfer Agreement • September 8th, 2009 • Macy's, Inc. • Retail-department stores • Delaware

This FOURTH AMENDMENT TO PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT, dated as of June 1, 2005, (this “Amendment”) is made and entered into as of May 19, 2006, by and among Federated Department Stores, Inc., a Delaware corporation (“FDS”), FDS Bank, a federally-chartered stock savings bank (“FDS Bank”), Federated Corporate Services, Inc., an Ohio corporation (as successor in interest to 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 together with FDS, FDS Bank, Prime II and Macy’s, each, an “FDS Company” and collectively, the “FDS Companies”), and Citibank, N.A., a national banking association (the “Purchaser”).

FIRST AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • September 8th, 2009 • Macy's, Inc. • 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”).

FIFTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • September 8th, 2009 • Macy's, Inc. • Retail-department stores • Delaware

This FIFTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT ( “Fifth Amendment”) is effective as of January 1, 2009 (the “Effective Date”), by and among Macy’s, Inc., f/k/a Federated Department Stores, Inc., a Delaware corporation, (“Macy’s, Inc.”), FDS Bank, a federally-chartered stock savings bank (“FDS Bank”), Macy’s Credit and Customer Services, Inc., f/k/a FACS Group, Inc., an Ohio corporation (“MCCS”), Macy’s Department Stores, Inc., an Ohio corporation (“Macy’s”), Bloomingdale’s, Inc., an Ohio corporation (“Bloomingdale’s”) (collectively the “Macy’s Companies”), and Department Stores National Bank, a national banking association, as assignee of Citibank, N.A. (“Bank”).

PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT AMONG CITIBANK, N.A., FEDERATED DEPARTMENT STORES, INC., FDS BANK AND PRIME II RECEIVABLES CORPORATION DATED AS OF JUNE 1, 2005
Pooling and Servicing Agreement • September 8th, 2009 • Macy's, Inc. • Retail-department stores • Delaware

PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT, dated as of June 1, 2005 (this “Agreement”), 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”), and Citibank, N.A., a national banking association (the “Purchaser”).

SECOND AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • September 8th, 2009 • Macy's, Inc. • Retail-department stores • Delaware

This SECOND AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT, dated as of June 1, 2005, (this “Amendment”) is made and entered into as of May 19, 2006, 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”), Macy’s Department Stores, Inc., an Ohio corporation (“Macy’s”), Bloomingdale’s, Inc., an Ohio corporation (“Bloomingdale’s”; and together with FDS, FDS Bank, FACS and Macy’s, the “FDS Companies”), and Department Stores National Bank, a national banking association (as assignee of Citibank, N.A., a national banking association) (“Bank”).

SIXTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT
Credit Card Program Agreement • September 8th, 2009 • Macy's, Inc. • Retail-department stores • Delaware

This SIXTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT (this “Sixth Amendment”) is effective as of June 1, 2009 (the “Effective Date”), by and among Macy’s, Inc., f/k/a Federated Department Stores, Inc., a Delaware corporation, (“Macy’s, Inc.”), FDS Bank, a federally-chartered stock savings bank (“FDS Bank”), Macy’s Credit and Customer Services, Inc., f/k/a FACS Group, Inc., an Ohio corporation (“MCCS”), Macy’s Department Stores, Inc., an Ohio corporation (“Macy’s”), Bloomingdale’s, Inc., an Ohio corporation (“Bloomingdale’s”) (collectively the “Macy’s Companies”), and Department Stores National Bank, a national banking association, as assignee of Citibank, N.A. (“Bank”).

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