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doctype: Purchase, Sale and Servicing Transfer Agreement

SEARS ROEBUCK & CO. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2003-07-17)

This PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (this "Agreement") is entered into as of July 15, 2003, by and among SEARS, ROEBUCK AND CO., a New York corporation ("Sears"), SEARS FINANCIAL HOLDING CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Sears ("Sears Holding"), SEARS NATIONAL BANK, a national banking association, a wholly-owned subsidiary of Sears Holding and a "credit card bank" under the Bank Holding Company Act (the "Bank"), SEARS ROEBUCK DE PUERTO RICO, INC., a Delaware corporation and a wholly-owned subsidiary of Sears ("Sears Puerto Rico"), SEARS LIFE HOLDING CORP., a Delaware corporation and a wholly-owned subsidiary of Sears ("Sears Life Holding"), SRFG, INC. (formerly Sears Receivables Financing Group, Inc.), a Delaware corporation and a wholly-owned subsidiary of Sears ("SRFG"), SEARS INTELLECTUAL PROPERTY MANAGEMENT COMPANY, a Delaware corporation and a wholly-owned subsidiary of Sears ("Sears IP"), certain other subsidiaries of Sears that are signatories hereto (together with Sears, Sears Holding, the Bank, Sears Puerto Rico, Sears Life Holding, SRFG and Sears IP, collectively, "Sellers", and each, individually, a "Seller"), and CITICORP, a Delaware corporation ("Purchaser"), (Sellers together with Purchaser, collectively, the "Parties", and each, individually, a "Party").

CITIBANK OMNI-S MASTER TRUST. ("Citicorp") are parties to a Purchase, Sale and Servicing Transfer Agreement (2003-11-10)

BLAIR CORP. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2005-04-27)

MAY DEPARTMENT STORES CO. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2005-06-07)

Macy's, Inc.. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2005-06-07)

MAY DEPARTMENT STORES CO. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2005-06-07)

Macy's, Inc.. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2005-10-24)

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_ ").

Macy's, Inc.. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2006-05-03)

This THIRD AMENDMENT TO PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT, dated as of June 1, 2005 (this " _Amendment_ ") is made and entered into as of May 1, 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) ("FCS"), 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 collectively with FDS, FDS Bank, FCS and Macy's, the "FDS Parties"), and Citibank, N.A., a national banking association (the " _Purchaser_ ").

Macy's, Inc.. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2006-05-24)

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_ ").

Macy's, Inc.. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (2009-09-08)

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