EXECUTION COPY
LETTER AMENDMENT
Dated as of June 29, 1998
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders") parties
to the Credit Agreement referred to below,
Citibank, N.A., as an administrative agent
and as paying agent (the "Paying Agent") for
the Lenders, The Chase Manhattan Bank, as
an administrative agent, BankBoston, N.A., as
syndication agent, and The Bank of America
National Trust & Savings Association, as
documentation agent
Ladies and Gentlemen:
We refer to the Five-Year Credit Agreement dated as of
July 28, 1997 (as amended, supplemented or otherwise modified
through the date hereof, the "Credit Agreement") among the
undersigned and you. Capitalized terms not otherwise defined in
this Letter Amendment have the same meanings as specified in the
Credit Agreement.
It is hereby agreed by you and us as follows:
The Credit Agreement is, effective as of the date of
this Letter Amendment, hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is amended by
adding a new definition of "Investment Grade Date" to read
as follows:
"`Investment Grade Date'" means the first date on
which the Paying Agent shall have received evidence
satisfactory to it that the Borrower has a Public Debt
Rating then in effect of at least BBB from S&P and at
least Baa2 from Moody's, provided that the Borrower is
not on "negative credit watch" (or any like
designation by S&P or Moody's from time to time) at
such time as determined by S&P and Moody's."
(b) Section 3.02(a)(i) is amended in full to read as
follows:
"(i)the representations and warranties contained
in Section 4.01 (except, from and after the Investment
Grade Date, the representations set forth in the last
sentence of subsection (e) thereof) are correct on and
as of the date of such Borrowing, before and after
giving effect to such Borrowing and to the application
of the proceeds therefrom, as though made on and as of
such date other than any such representations or
warranties that, by their terms, refer to a specific
date other than the date of such Borrowing, in which
case as of such specific date; and"
(c) Section 4.01(g) is amended in full to read as
follows:
"(g)The Borrower is not engaged in the business
of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the
Federal Reserve System); no proceeds of any Advance or
drawings under any Letter of Credit will be used to
purchase or carry any margin stock other than the
Voting Stock of the Borrower to the extent otherwise
permitted under the Loan Documents; no proceeds of any
Advance or drawings under any Letter of Credit will be
used to extend credit to others for the purpose of
purchasing or carrying any margin stock; and following
application of the proceeds of each Advance or drawing
under each Letter of Credit, not more than 25% of the
value of the assets (either of the Borrower only or of
the Borrower and its Subsidiaries on a Consolidated
basis) subject to the provisions of Section 5.02(a) or
5.02(e) or subject to any restriction contained in any
agreement or instrument between the Borrower and any
Lender Party or any Affiliate of any Lender Party
relating to Debt within the scope of Section 6.01(d)
will be margin stock. For purposes of this
Section 4.01(g), "assets" of the Borrower or any of
its Subsidiaries includes, without limitation,
treasury stock of the Borrower that has not been
retired."
This Letter Amendment shall become effective as of the
date first above written when, and only when, the Paying Agent
shall have received counterparts of this Letter Amendment
executed by the undersigned and the Required Lenders or, as to
any of the Required Lenders, advice satisfactory to the Paying
Agent that such Required Lender has executed this Letter
Amendment. This Letter Amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.
On and after the effectiveness of this Letter
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 Letter Amendment.
The Credit Agreement and the Notes, as specifically
amended by this Letter Amendment, are and shall continue to be in
full force and effect and are hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this
Letter Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender
or the Paying Agent under the Credit Agreement, nor constitute a
waiver of any provision of the Credit Agreement.
If you agree to the terms and provisions hereof,
please evidence such agreement by executing and returning at
least three counterparts of this Letter Amendment to Ms. Anna
Rodriguez, Citicorp Securities, Inc., 399 Park Avenue, 11th
Floor, Zone 20, New York, NY 10043, no later than 5:00 p.m. EDST
on June 29, 1998.
This Letter 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 Letter Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of
this Letter Amendment.
This Letter Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
Very truly yours,
FEDERATED DEPARTMENT STORES, INC.
By: /s/ Karen M. Hoguet
Name: Karen M. Hoguet
Title: Senior VP, CFO and Treasurer
Agreed as of the date first above written:
CITIBANK, N.A.,
as an Administrative Agent and as Paying Agent
By: /s/ Allen Fisher
Name: Allen Fisher
Title: Vice President
THE CHASE MANHATTAN BANK,
as an Administrative Agent
By: /s/ Barry K. Bergman
Name: Barry K. Bergman
Title: Vice President
BANKBOSTON, N.A.,
as Syndication Agent
By: /s/ Bethann R. Halligan
Name: Bethann R. Halligan
Title: Division Executive
THE BANK OF AMERICA, NT & SA,
as Documentation Agent
By: /s/ Sandra S. Ober
Name: Sandra S. Ober
Title: Managing Director
THE INITIAL LENDERS
CITIBANK, N.A.
By: /s/ Allen Fisher
Name: Allen Fisher
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Barry K. Bergman
Name: Barry K. Bergman
Title: Vice President
BANKBOSTON, N.A.
By: /s/ Bethann R. Halligan
Name: Bethann R. Halligan
Title: Division Executive
THE BANK OF AMERICA, NT & SA
By: /s/ Jody A. Pritchard
Name: Jody A. Pritchard
Title: Vice President
BANK OF SCOTLAND
By: /s/ Annie Chin Tat
Name: Annie Chin Tat
Title: Senior Vice President
BANK ONE, N.A.
By: /s/ Braden T. Krebs
Name: Braden T. Krebs
Title: Officer
BANQUE PARIBAS
By: /s/ Karen E. Coons
Name: Karen E. Coons
Title: Vice President
By: /s/ Ann B. McAloon
Name: Ann B. McAloon
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Dean Balice
Name: Dean Balice
Title: Senior Vice President, Branch Manager
By: /s/ David Bouhl
Name: David Bouhl
Title: Head of Corporate Banking, Chicago
COMERICA BANK
By: /s/ Hugh G. Porter
Name: Hugh G. Porter
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Chris T. Horgan
Name: Chris T. Horgan
Title: Vice President
By: /s/ Robert Hetu
Name: Robert Hetu
Title: Associate
THE FIFTH THIRD BANK
By: /s/ A. K. Havcn
Name: A. K. Havcn
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Dianne M. Stark
Name: Dianne M. Stark
Title: Vice President
THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ Jerome A. Ratliffe
Name: Jerome A/ Ratliffe
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Richard M. Seufert
Name: Richard M. Seufert
Title: Vice President
THE MITSUI TRUST & BANKING
COMPANY, LTD.
By: /s/ Eiilhi Akama
Name: Eiilhi Akama
Title: Vice President
NATIONAL BANK OF KUWAIT
By: /s/ Muhannad Kamai
Name: Muhannad Kamai
Title: Assistant General Manager
By: /s/ Robert J. McNeill
Name: Robert J. McNeill
Title: Executive Manager
PNC BANK, OHIO, NATIONAL ASSOCIATION
By: /s/ Bruce A. Kintner
Name: Bruce A. Kintner
Title: Vice President
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By: /s/ Jean-Michel Fatovie
Name: Jean-Michel Fatovie
Title: Vice President
STANDARD CHARTERED BANK, N.A.
By: /s/ David D. Cutting
Name: David D. Cutting
Title: Senior Vice President
By: /s/ Natalie S. Yang
Name: Natalie S. Yang
Title: Senior Relationship Manager
STAR BANK, N.A.
By: /s/ Derek S. Roudebush
Name: Derek S. Roudebush
Title: Vice President
SUNTRUST BANK CENTRAL FLORIDA, N.A.
By: /s/ C. Scott Harrison
Name: C. Scott Harrison
Title: Corporate Banking Officer
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Susan D. Biba
Name: Susan D. Biba
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Bradford L. Watkins
Name: Bradford L. Watkins
Title: Vice President