1
Exhibit 10.1.3
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
Dated as of September 9, 1996
AMENDMENT NO. 4 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 The Chase Manhattan Bank, N.A. (formerly known as 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 2.03(a) is hereby amended by deleting all of the
first proviso through the number "$50,000,000." and substituting therefor a new
proviso to read as follows:
"PROVIDED that (x) such Competitive Bid Borrowing shall not
exceed an amount equal to the aggregate Unused Working Capital
Commitments of the Lenders in effect immediately prior to
giving effect to such Competitive Bid Borrowing LESS (I) the
Documentary L/C Amount at such time and (II) the aggregate
amount of outstanding commercial paper permitted pursuant to
Section 5.02(b)(i)(F) and (y) following the making of each
Competitive Bid Borrowing, the aggregate amount of the
Competitive Bid Advances of all Lenders then outstanding plus
the aggregate amount of outstanding commercial paper permitted
pursuant to Section 5.02(b)(i)(F) shall not exceed
$1,000,000,000.".
(b) Section 2.03(a)(ii) is hereby amended by deleting the
phrase ", subject to the proviso to the first sentence of this Section
2.03(a),".
(c) Section 2.03 is hereby further amended by adding,
immediately following each occurrence of the phrase "Competitive Bid Note" the
phrase ", if any,".
(d) Section 2.08(a) is amended by deleting the phrase "and,
thereafter, quarterly on the last Business Day of each March, June, September
and December, and on the Termination Date;" occurring immediately before the
first proviso, and substituting therefor the following:
"and thereafter calculated for the quarterly period ending on
the last Business
2
Day of each March, June, September and December and payable in
arrears on the fifth Business Day following each such period,
and payable in arrears on the Termination Date;".
(e) Section 2.08(b) is amended in full to read as
follows:
"(b) UTILIZATION FEE. During each Non-Investment
Grade Period, for each day on which the sum of the aggregate
outstanding Advances PLUS the aggregate Available Amount of
outstanding Letters of Credit PLUS the aggregate Available
Amount of outstanding Documentary L/Cs PLUS the aggregate
amount of outstanding commercial paper permitted pursuant to
Section 5.02(b)(i)(F) exceeds 50% of the sum of (i) the Term
Commitments on such day PLUS (ii) the Working Capital
Commitments on such day, the Borrower shall pay to the
Administrative Agent for the account of each Lender (other
than the Designated Bidders) a utilization fee on the sum of
such Lender's Pro Rata Share of the aggregate amount of the
Advances outstanding PLUS such Lender's Pro Rata Share of the
aggregate Available Amount of all outstanding Standby Letters
of Credit at the rate of 0.25% per annum, payable in arrears
on March 31, 1995, and thereafter calculated for the quarterly
period ending on the last Business Day of each March, June,
September and December and payable in arrears on the fifth
Business Day following each such period, and payable in
arrears on the Termination Date; PROVIDED, HOWEVER, that any
utilization fee accrued with respect to any Defaulting
Lender's Pro Rata Share of the Advances during the period
prior to the time such Lender became a Defaulting Lender and
unpaid at such time shall not be payable by the Borrower so
long as such Lender shall be a Defaulting Lender except to the
extent that such utilization fee shall otherwise have been due
and payable by the Borrower prior to such time; and PROVIDED
FURTHER that no utilization fee shall accrue with respect to
any Defaulting Lenders' Pro Rata Share of the Advances of so
long as such Lender shall be a Defaulting Lender."
(f) Section 2.14(f)(i) is amended by deleting from the end
thereof the phrase "in each case payable in arrears quarterly on the last
Business Day of each March, June, September and December, commencing March 31,
1995, and on the Termination Date." and substituting for such phrase the
following:
"payable in arrears on March 31, 1995, and thereafter
calculated for the quarterly period ending on the last
Business Day of each March, June, September and December and
payable in arrears on the fifth Business Day following each
such period, and payable in arrears on the Termination Date;".
(g) Article II is further amended by adding thereto a
new Section 2.17, to read as follows:
"SECTION 2.17. EVIDENCE OF DEBT. (a) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each
Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder. The Borrower agrees that upon notice by any Lender to the Borrower
(with a copy of such notice to the Administrative Agent) to the effect that a
promissory note or other evidence of indebtedness is required or appropriate in
order for such Lender to evidence (whether for purposes of pledge, enforcement
or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower
shall promptly execute and deliver to such Lender a Note, payable to the order
of such Lender in a principal amount equal to the Commitment of
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such Lender; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary
contained in this Agreement, the execution and delivery of such Note shall not
be a condition precedent to the making of any Advance under this Agreement.
(b) The Register maintained by the Administrative
Agent pursuant to Section 8.07 shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be recorded
(i) the date and amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder, and (iv)
the amount of any sum received by the Administrative Agent from the Borrower
hereunder and each Lender's share thereof.
(c) Notwithstanding anything to the contrary
contained in this Agreement, entries made in good faith by the Administrative
Agent in the Register pursuant to subsection (b) above, and by each Lender in
its account or accounts pursuant to subsection (a) above, shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender
and, in the case of such account or accounts, such Lender, under this Agreement,
absent manifest error; PROVIDED, HOWEVER, that the failure of the Administrative
Agent or such Lender to make an entry, or any finding that an entry is
incorrect, in the Register or such account or accounts shall not limit or
otherwise affect the obligations of the Borrower under this Agreement.".
(h) Section 3.02(a)(iii) is hereby amended by
deleting the semicolon at the end thereof and substituting therefor the
following:
"and LESS the aggregate amount of outstanding commercial paper
permitted pursuant to Section 5.02(b)(i)(F);".
(i) Section 3.03(d) is hereby amended by deleting the period
at the end thereof and substituting therefor the following:
"and LESS the aggregate amount of outstanding commercial paper
permitted pursuant to Section 5.02(b)(i)(F).".
(j) Section 5.02(b)(i) is hereby amended by (x) deleting the
word "and" at the end of clause (E) thereof and (y) adding to the end
thereof new subsections (F) and (G) to read as follows:
"(F) unsecured Debt consisting of commercial paper
issued in the ordinary course of business and aggregating at
any time outstanding not more than the lesser of $400,000,000
and the amount of Unused Working Capital Commitments of the
Working Capital Lenders at such time; and
(G) any Debt extending the maturity of, or refunding
or refinancing, in whole or in part, (I) any Debt permitted
pursuant to subsection (C), (D) or (E) of this Section
5.02(b)(i) or (II) any extension, refunding or refinancing of
such Debt permitted pursuant to this subsection (G); PROVIDED
that the terms (including, without limitation, principal
amount, interest rate, limitations on liens, if any and
subordination terms, if any) taken as a whole of any such
extending, refunding or refinancing Debt, and of any agreement
entered into and of any instrument issued in connection
therewith, are no less favorable to the
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Loan Parties or the Lender Parties, as determined by the
Administrative Agent in its reasonable discretion, than the
terms governing the Debt so extended, refunded or refinanced
(PROVIDED that no unsecured Debt shall be refunded or
refinanced by secured Debt); PROVIDED, HOWEVER, that any such
refunding or refinancing Debt may provide for an earlier
maturity than the Debt being so refunded or refinanced so long
as such earlier maturity is no earlier than six months after
the Termination Date; PROVIDED FURTHER that the principal
amount of such Debt permitted pursuant to this Section
5.02(b)(i)(G) shall not be increased above the principal
amount of Debt outstanding immediately prior to such
extension, refunding or refinancing, and the direct and
contingent obligors therefor shall not be changed, as a result
of or in connection with such extension, refunding or
refinancing; and".
(k) Section 5.02(b)(iii)(D) is amended by deleting the phrase
"any Surviving Debt;" immediately before the first proviso and
substituting for such phrase the following:
"(I) any Surviving Debt or (II) any extension, refunding or
refinancing of such Surviving Debt which extension, refunding
or refinancing was effected in accordance with this subsection
(D);".
(l) Section 8.07(e) is amended by deleting the third and
fourth sentences thereof in full.
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall
become effective as of the date first above written when, and only when, on or
before September 9, 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
any outstanding 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, any outstanding 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
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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: Senior VP and Treasurer
CITIBANK, N.A.,
as Administrative Agent and as Lender
By: /s/ Allen Fisher
------------------------------------
Name: Allen Fisher
Title: Vice President
THE CHASE MANHATTAN BANK, N.A.
(formerly known as Chemical Bank), as
Agent and as Lender
By: /s/ Ellen L. Gertzog
------------------------------------
Name: Ellen L. Gertzog
Title: Vice President
ALLIED IRISH BANKS, PLC
By: /s/ William I. Strickland
------------------------------------
Name: William I. Strickland
Title: Senior Vice President
By: /s/ Marcia Meeker
------------------------------------
Name: Marcia Meeker
Title: Vice President
AERIES FINANCE LTD.
By: /s/ Andreian Wignall
------------------------------------
Name: Andreian Wignall
Title: Director
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ARAB BANK PLC, GRAND CAYMAN
By: /s/
------------------------------------
Name:
Title: EVP/Branch Manager
ARAB BANKING CORPORATION
By: /s/ Sheldon Tilney
------------------------------------
Name: Sheldon Tilney
Title: Deputy General Manager
THE ASAHI BANK, LTD.
By: /s/
------------------------------------
Name:
Title:
PT. BANK NEGARA INDONESIA (PERSERO)
By: /s/Debra Sothapa
------------------------------------
Name: Debra Sothapa
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 Dowling
------------------------------------
Name: Paddy Dowling
Title: Account Manager
BANK OF MONTREAL
By: /s/ Thomas H. Peer
------------------------------------
Name: Thomas H. Peer
Title: Director
7
THE BANK OF NEW YORK
By: /s/ Paula DiPonzio
------------------------------------
Name: Paula DiPonzio
Title: Vice President
BANK ONE, COLUMBUS, N.A.
By: /s/ Wendy C. Mayhew
------------------------------------
Name: Wendy C. Mayhew
Title: Vice President
BANK POLSKA OPIEKI, S.A.
By: /s/
------------------------------------
Name:
Title:
BANK OF SCOTLAND
By: /s/ Catherine M. Oniferey
------------------------------------
Name: Catherine M. Oniferey
Title: Vice President
THE BANK OF TOKYO - MITSUBISHI LTD.
By: /s/ Minoru Wada
------------------------------------
Name: Minoru Wada
Title: Deputy General Manager
BANQUE PARIBAS
By: /s/ Mary T. Finnegan
Name: Mary T. Finnegan
Title: Group Vice President
------------------------------------
By: /s/ Ann C. Pifer
Name: Ann C. Pifer
Title: Vice President
BEAR STEARNS & CO. INC.
By: /s/
------------------------------------
Name:
Title:
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BERLINER HANDELS-UND FRANKFURTER
BANK (n/k/a BHF-Bank AG)
By: /s/ John Sykes
------------------------------------
Name: John Sykes
Title: Assistant Vice President
By: /s/ Robert Scehnholz
------------------------------------
Name: Robert Scehnholz
Title: Assistant General Manager/Senior
Vice President
CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ Alain Butzbach
------------------------------------
Name: Alain Butzbach
Title: Executive Vice President/Deputy General
Manager - USA
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ John J. Mack
------------------------------------
Name: John J. Mack
Title: Authorized Signatory
CAPTIVA FINANCE LTD.
By: /s/ Elizabeth Kearns
------------------------------------
Name: Elizabeth Kearns
Title: Director
CERES FINANCE
By: /s/ Elizabeth Kearns
------------------------------------
Name: Elizabeth Kearns
Title: Director
THE CHASE MANHATTAN BANK, N.A.
By: /s/
------------------------------------
Name:
Title:
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By: /s/
------------------------------------
Name:
Title:
CITICORP SECURITIES, INC.
By: /s/
------------------------------------
Name:
Title:
COMERICA BANK
By: /s/ Hugh G. Porter
------------------------------------
Name: Hugh G. Porter
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/
------------------------------------
Name:
Title:
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 H. Kahn
------------------------------------
Name: David H. Kahn
Title: Assistant Vice President
By: /s/ James Fox
------------------------------------
Name: James Fox
Title: Assistant Vice President
COMMERZBANK AKTIENGESELLSCHAFT
GRAND CAYMAN BRANCH
By: /s/ Mark Monson
------------------------------------
Name: Mark Monson
Title: Vice President
By: /s/ Dr. Helmut R. Tollner
------------------------------------
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Name: Dr. Helmut R. Tollner
Title: Executive 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: Assistant Vice President
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By: /s/ Teiji Teramoto
------------------------------------
Name: Teiji Teramoto
Title: Vice President and Manager
GULF INTERNATIONAL BANK
By: /s/ Abdel-Fattah Tahoun
------------------------------------
Name: Abdel-Fattah Tahoun
Title: Senior Vice President
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By: /s/ Thomas E. Fitzherbert
------------------------------------
Name: Thomas E. Fitzherbert
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
By: /s/ Junri Oda
------------------------------------
Name: Junri Oda
Title: Senior Vice President and Senior Manager
ING CAPITAL ADVISORS, INC.
By: /s/ Kathleen A. Lenarcic
------------------------------------
Name: Kathleen A. Lenarcic
Title: Vice President & Portfolio Manager
INTERNATIONALE NEDERLANDEN BANK (U.S.) CAPITAL CORP.
By: /s/ Joan M. Chiappe
------------------------------------
Name: Joan M. Chiappe
Title: Vice President
LEHMAN COMMERCIAL PAPER
By: /s/ Michele Swanson
------------------------------------
Name: Michele Swanson
Title: Authorized Signatory
MELLON BANK, N.A.
By: /s/ Manbeth Donnely
------------------------------------
Name: Manbeth Donnely
Title: Vice President
MERITA BANK, LTD.
By: /s/
------------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By: /s/ Gilles Marchand
------------------------------------
12
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By: /s/ Gilles Marchand
------------------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Gilles Marchand
------------------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MITSUBISHI TRUST
By: /s/ Hachiro Hosoda
------------------------------------
Name: Hachiro Hosoda
Title: Senior Vice President
THE MITSUI TRUST & BANKING CO., LTD.
By: /s/ Margaret Holloway
------------------------------------
Name: Margaret Holloway
Title: Vice President and Manager
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By: /s/
------------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By: /s/ Phillip Knoll
------------------------------------
Name: Phillip Knoll
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Philip S. Durand
------------------------------------
Name: Philip S. Durand
Title: Vice President
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THE NIPPON CREDIT BANK, LTD.
By: /s/ Barry S. Fein
------------------------------------
Name: Barry S. Fein
Title: Assistant Vice President
PNC BANK, OHIO, NATIONAL ASSOCIATION
By: /s/ Bruce A. Kintner
------------------------------------
Name: Bruce A. Kintner
Title: Vice President
PROSPECT STREET SENIOR PORTFOLIO, L.P.
By Prospect Street Senior Loan Corp.
By: /s/ Paula M. St. Amand
------------------------------------
Name: Paula M. St. Amand
Title: Assistant Secretary
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V.
By: Chancellor Senior Secured Management, Inc.
as Portfolio Advisor
By: /s/ Christopher E. Jansen
------------------------------------
Name: Christopher E. Jansen
Title: Managing Director
STICHTING RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS2 (ROSA2)
By: Chancellor Senior Secured Management, Inc.
as Portfolio Advisor
By: /s/ Christopher E. Jansen
------------------------------------
Name: Christopher E. Jansen
Title: Managing Director
THE SANWA BANK, LIMITED, NEW YORK BRANCH
By: /s/ Jean-Michael Fatovu
------------------------------------
Name: Jean-Michael Fatovu
Title: Vice President
SENIOR DEBT PORTFOLIO
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By Boston Management and Research,
as Investment Advisor
By: /s/ Barbara Campbell
------------------------------------
Name: Barbara Campbell
Title: Assistant Treasurer
SOCIETE GENERALE
By: /s/ Eric E.O. Siebert, Jr.
------------------------------------
Name: Eric E.O. Siebert, Jr.
Title: Corporate Banking Manager
SOCIETY NATIONAL BANK
By: /s/
------------------------------------
Name:
Title:
STAR BANK, N.A.
By: /s/ Douglas V. Wyatt
------------------------------------
Name: Douglas V. Wyatt
Title: Vice President
STRATA FUNDING
By: /s/ Elizabeth Kearns
------------------------------------
Name: Elizabeth Kearns
Title: Director
THE SUMITOMO BANK, LTD. NEW YORK BRANCH
By: /s/
------------------------------------
Name:
Title:
THE SUMITOMO TRUST & BANKING
CO., LTD., NEW YORK BRANCH
By: /s/ Suraj P. Bhatia
------------------------------------
Name: Suraj P. Bhatia
Title: Senior Vice President
15
SUNTRUST BANK
CENTRAL FLORIDA, N.A.
By: /s/ J. Carol Doyle
------------------------------------
Name: J. Carol Doyle
Title: First Vice President
TORONTO-DOMINION BANK
By: /s/
------------------------------------
Name:
Title:
THE TRAVELER'S INSURANCE COMPANY
By: /s/
------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA
By: /s/ Timothy P. Sterb
------------------------------------
Name: Timothy P. Sterb
Title: Vice President
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
By: /s/ Brian W. Good
------------------------------------
Name: Brian W. Good
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Michael Ripps
------------------------------------
Name: Michael Ripps
Title: Assistant Vice President
BANKERS TRUST
By: /s/
------------------------------------
Name:
Title:
16
CONSENT
Dated as of September 9, 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: Senior Vice President and 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)
17
CONSENT
Dated as of September 9, 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: Senior Vice President and 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: Senior Vice President and 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)