Exhibit 10.2.1
LETTER AMENDMENT
Dated as of October 21, 2002
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
"PAYMENT AGENT") for the Lenders, The Chase Manhattan Bank, as an
administrative agent, Fleet National Bank, as syndication agent, and Bank
of America, N.A., The Bank of New York and Credit Suisse First Boston, as
documentation agents
Ladies and Gentlemen:
We refer to the Five Year Credit Agreement dated as of June 29, 2001
(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:
Section 1.01 of the Credit Agreement is amended by deleting the
definition of "NET INTEREST EXPENSE" set forth therein and substituting therefor
a new definition of "NET INTEREST EXPENSE" to read as follows:
"NET INTEREST EXPENSE" means, for the period, the amount (if
any) by which (a) interest payable on all Debt (including, without
limitation, the interest component of Capitalized Leases, but excluding
interest expense incurred under the securitized receivables debt
facility of Prime II Receivables Corporation) and amortization of
deferred financing fees and debt discount in respect of all Debt
exceeds (b) interest income, in each case of the Borrower and its
Subsidiaries for such period, calculated on a Consolidated basis in
accordance with GAAP.
The undersigned hereby represents and warrants to each of you that on
the date of this Letter Amendment (a) the representations and warranties set
forth in Section 4.01 of the Credit Agreement are correct before and after
giving effect to this Letter Amendment, other than any such representations or
warranties that by their terms refer to a specific date other than the date of
this Letter Amendment, in which case are correct as of such specific date, and
(b) no event has occurred and is continuing that constitutes a Default.
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 Susan Hobart, Esquire, Shearman & Sterling, 599 Lexington Avenue,
New York, New York 10022, no later than 5:00 p.m. EDST on October 21, 2002.
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.
THE BORROWER
FEDERATED DEPARTMENT STORES, INC.
By: /s/ Karen M. Hoguet
-----------------------------------
Name: Karen M. Hoguet
---------------------------------
Title: Senior Vice President and CFO
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CITIBANK, N.A.,
as an Administrative Agent and
as Paying Agent
By: /s/ Anita J. Brickell
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Title: Vice President
JPMORGAN CHASE BANK,
as an Administrative Agent
By: /s/ Barry K. Bergman
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Title: Vice President
THE INITIAL LENDERS
LEAD ARRANGERS
CITIBANK, NA
By: /s/ Anita J. Brickell
--------------------------------
Name: Anita J. Brickell
Title: Vice President
JPMORGAN CHASE BANK
By: /s/ Barry K. Bergman
--------------------------------
Name: Barry K. Bergman
Title: Vice President
SYNDICATION AGENT
FLEET NATIONAL BANK
By:
--------------------------------------
Name:
Title:
DOCUMENTATION AGENTS
BANK OF AMERICA, N.A.
By: /s/ Amy Krovocheck
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Name: Amy Krovocheck
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Bill O'Daly
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Name: Bill O'Daly
Title: Director
By: /s/ Jay Chall
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Name: Jay Chall
Title: Director
THE BANK OF NEW YORK
By: /s/ William M. Barnum
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Name: William M. Barnum
Title: Vice President
SENIOR MANAGING AGENTS
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Derek S. Roudebush
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Name: Derek S. Roudebush
Title: Vice President
BANK ONE, NA (Main Office Chicago)
By: /s/ Catherine A. Muszynski
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Name: Catherine A. Muszynski
Title: Director
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Bruce Kintner
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Name: Bruce A. Kintner
Title: Vice President
THE FIFTH THIRD BANK
By: /s/ Christine Wagner
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Name: Christine Wagner
Title: Assistant Vice President
MELLON BANK, N.A.
By: /s/ Louis E. Flori
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Name: Louis E. Flori
Title: Vice President
SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ Robert H. Riley
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Name: Robert H. Riley, III
Title: Senior Vice President
LENDERS
ALLFIRST BANK
By: /s/ John D. Serocca
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Name: John B. Serocca
Title: Assistant Vice President
BANCA NAZIONALE DEL LAVORO S.P.A.,
NEW YORK BRANCH
By:
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Name:
Title:
By:
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Name:
Title:
STANDARD CHARTERED BANK
By: /s/ Guam Liu Log
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Name: Guam Liu Log
Title: Head Portfolil
By: /s/ Andrew Y. Ng
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Name: Andrew Y. Ng
Title: Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION
By: /s/ Susan T. Vitale
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Name: Susan T. Vitale
Title: Vice President