SECOND AMENDMENT TO PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT

EXHIBIT 10.1

SECOND AMENDMENT TO

PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT

    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 ").

    WHEREAS, FDS, FDS Bank, Prime II and Purchaser are parties to that certain Purchase, Sale and Servicing Transfer Agreement dated as of June 1, 2005, as amended by the letter agreement (the " First Amendment ") dated August 22, 2005 (the " Purchase Agreement ");

    WHEREAS, the parties hereto have agreed that Macy's and Bloomingdale's shall be parties to the Purchase Agreement and to make certain other changes to the Purchase Agreement as set forth herein; and

    WHEREAS, the parties hereto desire to amend the Purchase Agreement in accordance with Section 13.4 of the Purchase Agreement.

    NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

        1. Defined Terms . Capitalized terms used without definition in this Amendment have the meanings assigned to them in the Purchase Agreement.

        2. Amendment of Section 1.1 .

            (a) The definition of "Charged Off Accounts" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such definition in its entirety with the following definition:

" Charged Off Accounts " means, collectively, all Credit Card Accounts that (a) would constitute FDS Accounts, but for clause ( iii ) of the definition of FDS Accounts, (b) would constitute GE/Macy's Accounts but for clause ( iii ) of the definition of GE/Macy's Accounts, and (c) would constitute May Accounts but for clause (ii) of the definition of May Accounts.

            (b) The definition of "Credit Card Account" in Section 1.1 of the Purchase Agreement is hereby amended by adding the words "or an Employee Account" immediately after the words "which is recorded as an Account" and immediately before the words "on the computer system".

            (c) The following definition is hereby added to Section 1.1 of the Purchase Agreement immediately before the defined term "Employees":

" Employee Accounts " has the meaning set forth in the Program Agreement.

            (d) The definition of "FDS Account" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such definition in its entirety with the following definition:

" FDS Account " means any Credit Card Account that exists and is owned by FDS or one of its Subsidiaries as of the First Cut-Off Time, other than (i) any GE/Macy's Account or any May Account , (ii) any Employee Account and ( iii ) any Credit Card Account that, as of the First Cut-Off Time, has been (or should have been) charged off in accordance with the Sellers' standard policies and procedures as in effect on the date of this Agreement.

            (e) Clause (2) of the definition of "FDS Assets" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such clause in its entirety with the following:

(2) as of the First Cut-Off Time , the Gross Receivables (other than Prime Securitization Receivables) on the FDS Accounts and the Employee Accounts that but for clause (ii) of the definition of FDS Account would be FDS Accounts ;

            (f) The definition of "First Cut-Off Time" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such definition in its entirety with the following definition:

" First Cut-Off Time " means the close of business of the Sellers on the date that is one day prior to the First Closing Date. At least two Business Days prior to the First Closing Date, the parties hereto shall agree upon the time zone cut-offs and systemic cut-off procedures applicable to the First Cut-Off Time.

            (g) The definition of "GE/Macy's Account" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such definition in its entirety with the following definition:

" GE/Macy's Account " means a Credit Card Account owned by GE Bank or one of its Affiliates as of the Second Cut-Off Time and governed by the GE/Macy's Program Agreement that exists as of the Second Cut-Off Time, other than (i) any May Account , (ii ) any Employee Account and (iii ) any Credit Card Account that, as of the Second Cut-Off Time, has been (or should have been) charged off in accordance with the standard policies and procedures of GE Bank as in effect as of the date of this Agreement.

            (h) Clause (2) of the definition of "GE/Macy's Assets" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such clause in its entirety with the following:

(2) as of the Second Cut-Off Time , the Gross Receivables on the GE/Macy's Accounts and the Employee Accounts that but for clause (ii) of the definition of GE/Macy's Account would be GE/Macy's Accounts ;

            (i) The definition of "Gross Receivables" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such definition in its entirety with the following definition:

" Gross Receivables " means amounts owing (net of credit balances) to the Sellers from Cardholders with respect to Accounts and Employee Accounts (in each case, including outstanding loans, cash advances, balance consolidation receivables and other extensions of credit, accrued finance charges and late charges, whether or not posted, and any other accrued fees, charges and interest assessed on such Accounts and Employee Accounts, whether or not posted).

            (j) The definition of "May Account" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such definition in its entirety with the following definition:

" May Account " means a Credit Card Account owned by FDS or a Subsidiary of FDS prior to the Third Closing and associated with a retail division of May Co. as conducted as of the closing of May Merger (or a successor to such business as conducted by FDS and its Subsidiaries following the May Merger) that exists as of the Third Cut-Off Time, other than (i) any Employee Account and (ii) any Credit Card Account that, as of the Third Cut-Off Time, has been (or should have been) charged off in accordance with May Bank's or the Sellers' standard policies and procedures as in effect on the date of this Agreement.

            (k) Clause (2) of the definition of "May Assets" in Section 1.1 of the Purchase Agreement is hereby amended by replacing such clause in its entirety with the following:

(2) as of the Third Cut-Off Time , the Gross Receivables on the May Accounts and the Employee Accounts that but for clause (i) of the definition of May Account would be May Accounts;

        3. Amendment to Section 2.1 . Section 2.1 of the