AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
Dated as of April 26, 1996
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT among Federated
Department Stores, Inc., a Delaware corporation (the "Borrower"),
the banks, financial institutions and other institutional lenders
parties to the Credit Agreement referred to below (collectively,
the "Lender Parties"), Citibank, N.A., as administrative agent
(the "Administrative Agent") for the Lender Parties and Chemical
Bank, as agent (the "Agent").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lender Parties, the
Administrative Agent and the Agent have entered into a Credit
Agreement dated as of December 19, 1994 (such Credit Agreement,
as amended, supplemented or otherwise modified through the date
hereof, the "Credit Agreement"). Capitalized terms not otherwise
defined in this Amendment have the same meanings as specified in
the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed
to further amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to the Credit Agreement. The
Credit Agreement is, effective as of the date hereof and subject
to the satisfaction of the conditions precedent set forth in
Section 2 below, hereby amended as follows:
(a) Section 1.01 is amended by adding in proper
alphabetical order the following definition:
"`Senior Notes Indenture' means the Indenture
dated as of December 15, 1994, as supplemented by the
Third Supplemental Trust Indenture dated as of January
23, 1995, between the Borrower and State Street Bank
and Trust Company (successor to the First National Bank
of Boston), as Trustee, pursuant to which the
Borrower's 10% Senior Notes due 2001 have been issued,
as in effect on April 26, 1996."
(b) The first sentence of Section 2.06(b)(ii) is
amended in full to read as follows:
"The Borrower shall, on the date of receipt of the
Net Cash Proceeds by the Borrower or any of its
Subsidiaries from (A) the sale, lease, transfer or
other disposition of any assets of the Borrower or any
of its Subsidiaries (other than any sale, lease,
transfer or other disposition of assets pursuant to
clause (i), (ii), (iii), (v) or (vi) of Section
5.02(d)) and (B) the incurrence or issuance by the
Borrower or any of its Subsidiaries of any Debt (other
than Debt incurred or issued pursuant to clause (i)(A),
(B) or (D), (ii) or (iii) of Section 5.02(b)), prepay
an aggregate principal amount of the Advances
comprising part of the same Borrowings in an amount
equal to, in the case of the incurrence or issuance of
Debt pursuant to Section 5.02(b)(i)(E), 100% of the
amount of such Net Cash Proceeds, and in all other
cases, if during any Non-Investment Grade Period, 50%
of the amount of such Net Cash Proceeds, and if during
an Investment Grade Period, 0% of the amount of such
Net Cash Proceeds".
(c) Section 5.02(b)(i) is amended by deleting the
figure "$200,000,000" contained in clause (C) thereof and
substituting for such figure the figure "$500,000,000".
(d) Section 5.02(b)(i) is further amended by (i)
deleting the word "and" at the end of clause (C) thereof and (ii)
adding to the end thereof a new subsection (E), to read as
follows:
"(E) unsecured Debt, provided that the terms
(including, without limitation, interest rate and
limitations on liens, if any) taken as a whole of any
such Debt, and of any agreement entered into and of any
instrument issued in connection therewith, are no less
favorable to the Loan Parties or the Lender Parties, as
determined by the Administrative Agent in its
reasonable discretion, than the terms governing the
Debt issued pursuant to the Senior Notes Indenture,
provided that the maturity of any Debt issued pursuant
to this subclause (E) shall be at least 6 months after
the Termination Date and any amortization thereof shall
commence no earlier than 6 months after the Termination
Date, provided further that the Net Cash Proceeds
thereof shall be applied to prepay Advances pursuant to
and in accordance with Section 2.06(b)(ii); and".
SECTION 2. Conditions of Effectiveness. This
Amendment shall become effective as of the date first above
written when, and only when, on or before April 26, 1996 (or such
later date as the Administrative Agent and the Borrower shall
agree), the Administrative Agent shall have received counterparts
of this Amendment executed by the Borrower and the Required
Lenders and each of the consents attached hereto executed by each
Guarantor and each Pledgor, as applicable. This Amendment is
subject to the provisions of Section 8.01 of the Credit
Agreement.
SECTION 3. Reference to and Effect on the Credit
Agreement and the Loan Documents. (a) On and after the
effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference
in the Notes and each of the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, the Notes and each of the
other Loan Documents, as specifically amended by this Amendment,
are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Collateral Documents and all
of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under
the Loan Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan
Documents.
SECTION 4. Execution in Counterparts. This
Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment.
SECTION 5. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
FEDERATED DEPARTMENT STORES, INC.
By \s\ Karen M. Hoguet
Name: Karen M. Hoguet
Title: Sr. Vice President and
Treasurer
CITIBANK, N.A.,
as Administrative Agent and as Lender
By \s\ Douglas H. Greeff
Name: Douglas H. Greeff
Title: Attorney-in-Fact
CHEMICAL BANK, as Agent and as
Lender
By \s\ William Rindfuss
Name: William Rindfuss
Title: Vice President
By
Name:
Title:
ALLIED IRISH BANKS, PLC
By
Name:
Title:
By
Name:
Title:
ARAB PLC, GRAND CAYMAN
By \s\ Peter Boyadjian
Name: Peter Boyadjian
Title: Senior Vice President
ARAB BANKING CORPORATION
By \s\ Grant E. McDonald
Name: Grant E. McDonald
Title: Vice President
THE ASAHI BANK, LTD.
By \s\ Junichi Yamada
Name: Junichi Yamada
Title: Senior Deputy General Manager
PT. BANK NEGARA INDONESIA
(PERSERO)
By \s\ Dewa Suthapa
Name: Dewa Suthapa
Title: General Manager
BANK OF AMERICA ILLINOIS
By \s\ M. A. Detrick
Name: M. A. Detrick
Title: Vice President
BANK OF IRELAND
By \s\ Paddy Bowling
Name: Paddy Bowling
Title: Account Manager
BANK OF MONTREAL
By \s\ Tom Brino
Name: Tom Brino
Title: Director
THE BANK OF NEW YORK
By \s\ Paula M. Diponzio
Name: Paula Diponzio
Title: Vice President
BANK ONE, COLUMBUS, N.A.
By \s\ Wendy C. Mayhew
Name: Wendy C. Mayhew
Title: Vice President & Group Manager
BANK POLSKA OPIEKI, S.A.
By
Name:
Title:
BANK OF SCOTLAND
By \s\ Cathering M. Oniffrey
Name: Cathering M. Oniffrey
Title: Vice President
BANK OF TOKYO TRUST COMPANY
By
Name:
Title:
THE BANK OF TOKYO - MITSUBISHI
LTD.
By
Name:
Title:
BANKERS TRUST
By
Name:
Title:
BANQUE PARIBAS
By \s\ Mary T. Finnegan
Name: Mary T. Finnegan
Title: Group Vice President
By \s\ Heather Zimmerman
Name: Heather Zimmerman
Title: Assistant Vice President
BEAR STEARNS & CO. INC.
By
Name:
Title:
BERLINER HANDELS-UND
FRANKFURTER BANK
(n/k/a BHF-Bank AG)
By
Name:
Title:
CAISSE NATIONALE DE CREDIT
AGRICOLE
By
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE
By \s\ John J. Mack
Name: John J. Mack
Title: Authorized Signatory
CERES FINANCE
By
Name:
Title:
THE CHASE MANHATTAN BANK, N.A.
By \s\ Ellen L. Gertzog
Name: Ellen L. Gertzog
Title: Vice President
By
Name:
Title:
CITICORP SECURITIES, INC.
By \s\
Name:
Title:
COMERICA BANK
By \s\ Hugh G. Porter
Name: Hugh G. Porter
Title: Vice President
COMMERCEZBANK AKTIENGESELLSCHAFT.
GRAND CAYMAN BRANCH
By \s\ Mark Monson \s\ William J. Binder
Name: Mark Monson William J. Binder
Title:Vice President Ass't Vice President
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By \s\ Sandra E. Horwitz
Name: Sandra E. Horwitz
Title: Authorized Signer
CREDIT SUISSE
By \s\ Chris T. Horgan
Name: Chris T. Horgan
Title: Associate
DEUTSCHE BANK AG NEW YORK
AND/OR CAYMAN ISLAND BRANCHES
By \s\ David S. Kahn
Name: David S. Kahn
Title: Assistant Vice President
By \s\ Hans-Josef Thiele
Name: Hans-Josef Thiele
Title: Vice President
THE FIFTH THIRD BANK
By \s\ Robert C. Ries
Name: Robert C. Ries
Title: Vice President
THE FIRST NATIONAL BANK OF
BOSTON
By \s\ Rod Guinn
Name: Rod Guinn
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO
By \s\ Paul E. Rigby
Name: Paul E. Rigby
Title: Managing Director
THE FIRST NATIONAL BANK OF MARYLAND
By \s\ Andrew W. Fish
Name: Andrew W. Fish
Title: Vice President
FLEET NATIONAL BANK
By \s\ Kathleen Dimock
Name: Kathleen Dimock
Title: Loan Officer
THE FUJI BANK, LIMITED, NEW
YORK BRANCH
By \s\ Katsunori Nazawa
Name: Katsunori Nozawa
Title: Vice President & Manager
GULF INTERNATIONAL BANK
By \s\ Abdel-Fattah Tahoun
Name: Abdel-Fattah Tahoun
Title: Senior Vice President
By \s\ Haytham F. Khalil
Name: Haytham F. Khalil
Title: Assistant Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
By \s\ Mr. Junri Oda
Name: Mr. Junri Oda
Title: Senior Vice President &
Senior Manager
INTERNATIONALE NEDERLANDEN BANK
(U.S.) CAPITAL CORP.
By \s\ Joan M. Chiappe
Name: Joan M. Chiappe
Title: Vice President
LEHMAN COMMERCIAL PAPER
By
Name:
Title:
MELLON BANK, N.A.
By \s\ Deborah K. Bresiaf
Name: Deborah K. Bresiaf
Title: Vice President
MERITA BANK, LTD.
By
Name:
Title:
MERRILL LYNCH PRIME RATE
PORTFOLIO
By
Name:
Title:
MERRILL LYNCH SENIOR FLOATING
RATE FUND
By
Name:
Title:
MERRILL LYNCH SENIOR HIGH INCOME
By
Name:
Title:
MERRILL LYNCH SENIOR HIGH INCOME
II
By
Name:
Title:
MITSUBISHI TRUST
By \s\ Patricia Loret de Mola
Name: Patricia Loret de Mola
Title: Senior Vice President
THE MITSUI TRUST & BANKING CO., LTD.
By \s\ Margaret Holloway
Name: Margaret Holloway
Title: Vice President & Manager
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By \s\
Name:
Title:
NATWEST SECURITIES
By
Name:
Title:
NATWEST BANK N.A.
By \s\ Cameron D. Gateman
Name: Cameron D. Gateman
Title: Vice President
NATIONSBANK N.A.
By \s\ Michael D. Monte
Name: Michael D. Monte
Title: Senior Vice President
THE NIPPON CREDIT BANK, LTD.
By \s\ Barry S. Fein
Name: Barry S. Fein
Title: Assistant Vice President
PEARL STREET, L.P.
By \s\ John E. Urban
Name: John E. Urban
Title: Authorized Signer
PNC BANK, OHIO, NATIONAL ASSOCIATION
By \s\ John T. Taylor
Name: John T. Taylor
Title: Senior Vice President
PROSPECT STREET SENIOR PORTFOLIO, L.P.
By PROSPECT STREET SENIOR LOAN CORP.
By \s\ Preston J. Carnes, Jr.
Name: Preston J. Carnes, Jr.
Title: Vice President
PROTECTIVE LIFE INSURANCE CO.
By
Name:
Title:
ROSA I
By
Name:
Title:
ROSA II
By
Name:
Title:
THE SANWA BANK, LIMITED, NEW YORK
BRANCH
By \s\ Jean-Michael Faovi
Name: Jean-Michael Faovi
Title: Vice President
SOCIETE GENERALE
By \s\ Seth F. Asofsky
Name: Seth F. Asofsky
Title: Vice President
SOCIETY NATIONAL BANK
By \s\ Wayne K. Guessford
Name: Wayne K. Guessford
Title: Vice President
STAR BANK, N.A.
By
Name:
Title:
STRATA FUNDING
By
Name:
Title:
THE SUMITOMO BANK, LTD. NEW YORK
BRANCH
By
Name:
Title:
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By \s\ Suraj Bhatia
Name: Suraj Bhatia
Title: Senior Vice President
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By \s\ J. Carol Doyle
Name: J. Carol Doyle
Title: First Vice President
TORONTO-DOMINION BANK
By \s\ David G. Parker
Name: David G. Parker
Title: Mgr. Cr. Admin.
THE TRAVELER'S INSURANCE COMPANY
By
Name:
Title:
UNION BANK, A DIVISION OF
UNION BANK OF CALIFORNIA, N.A.
By \s\ Timothy P. Streb
Name: Timothy P. Streb
Title: Vice President
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By \s\ Jeffrey W. Maillet
Name: Jeffrey W. Maillet
Title: Sr. Vice Pres. - Portfolio Mgr.
WACHOVIA BANK OF GEORGIA, N.A.
By
Name:
Title:
CONSENT
Dated as of April 26, 1996
Each of the undersigned, as a Guarantor under the
Guaranty dated as of December 19, 1994 (the "Guaranty") in
favor of the Administrative Agent, for its benefit and the
benefit of the Lender Parties party to the Credit Agreement
referred to in the foregoing Amendment, hereby consents to
such Amendment and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendment, the
Guaranty is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such
Amendment, each reference in the Guaranty to the "Credit
Agreement", "thereunder", "thereof" or words of like import
shall mean and be a reference to the Credit Agreement, as
amended by such Amendment.
BLOOMINGDALE'S, INC.
BLOOMINGDALE'S BY MAIL LTD.
THE BON, INC.
BROADWAY STORES, INC.
BULLOCK'S, INC.
BURDINES, INC.
FEDERATED REAL ESTATE, INC.
FEDERATED RETAIL HOLDINGS, INC.
LAZARUS, INC.
LAZARUS PA, INC.
MACY'S CLOSE-OUT, INC.
MACY'S EAST, INC.
MACY'S REAL ESTATE, INC.
MACY'S SPECIALTY STORES, INC.
MACY'S WEST, INC.
RICH'S DEPARTMENT STORES, INC.
STERN'S DEPARTMENT STORES, INC.
By \s\ Karen M. Hoguet
Name: Karen M. Hoguet
Title: Sr. Vice President & Treasurer
Address of
Chief Executive Office and for
Notices:
7 West Seventh Street
Cincinnati, OH 45202
Attention: Chief Financial Officer
(with a copy to General
Counsel)
CONSENT
Dated as of April 26, 1996
Each of the undersigned, as a Pledgor under the
Security Agreement dated as of December 19, 1994 (the "Security
Agreement") in favor of the Administrative Agent, for its benefit
and the benefit of the Lender Parties party to the Credit
Agreement referred to in the foregoing Amendment, hereby consents
to such Amendment and hereby confirms and agrees that
(a) notwithstanding the effectiveness of such Amendment, the
Security Agreement is, and shall continue to be, in full force
and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment,
each reference in the Security Agreement to the "Credit
Agreement", "thereunder", "thereof" or words of like import shall
mean and be a reference to the Credit Agreement, as amended by
such Amendment, and (b) the Collateral Documents to which such
Pledgor is a party and all of the Collateral described therein
do, and shall continue to, secure the payment of all of the
Secured Obligations (in each case, as defined therein).
FEDERATED DEPARTMENT STORES, INC.
By \s\ Karen M. Hoguet
Title: Sr. Vice President & Treasurer
Address of Chief Executive Office and
for Notices:
7 West Seventh Street
Cincinnati, OH 45202
Attention: Chief Financial Officer
(with a copy to General Counsel)
FEDERATED RETAIL HOLDINGS, INC.
By \s\ Karen M. Hoguet
Title: Sr. Vice President & Treasurer
Address of Chief Executive Office and
for Notices:
7 West Seventh Street
Cincinnati, OH 45202
Attention: Chief Financial Officer
(with a copy to General Counsel)