Form



EXECUTION COPY

AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

Dated as of June 27, 2003

FEDERATED DEPARTMENT STORES, INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, CITIBANK, N.A., as administrative agent (in such capacity, an "Administrative Agent") and paying agent (in such capacity, the "Paying Agent") for the Lenders (as defined in the Existing Credit Agreement referred to below), JPMORGAN CHASE BANK, as an administrative agent, FLEET NATIONAL BANK, as syndication agent, BANK OF AMERICA, N.A. CREDIT SUISSE FIRST BOSTON and U.S. BANK NATIONAL ASSOCIATION, as documentation agents, and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as lead arrangers and bookrunners, hereby agree as follows:

PRELIMINARY STATEMENTS

(1)The Borrower is party to a 364-Day Credit Agreement dated as of June 29, 2001, amended and restated as of June 28, 2002 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto, The Chase Manhattan Bank, as an administrative agent, and Citibank, N.A., as an administrative agent and the paying agent for such lenders.  Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement.

(2)The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments.

(3)The Borrower has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $200,000,000 for general corporate purposes of the Borrower and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement.  The Lenders have indicated their willingness to agree to extend credit to the Borrower from time to time in such amount on the terms and conditions of this Amendment and Restatement.

SECTION 1.  Amendments to the Existing Credit Agreement.  (a)  Section 1.01 of the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended by deleting the definitions of "Lenders" and "Revolver Termination Date" set forth therein and replacing them, respectively, with the following new definitions thereof:
"Lenders" means, collectively, each Initial Lender, each Assuming Lender that shall become a party hereto pursuant to Section 2.16 and each other Person that shall become a party hereto pursuant to Sections 8.07 and, except when used in reference to a Revolving Credit Advance, a Revolving Credit Note or a related term, each Designated Bidder.

"Revolver Termination Date" means the earlier of June 25, 2004 (subject to the extension thereof pursuant to Section 2.16) and the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.05 or 6.01; provided, however, that the Revolver Termination Date of any Lender that is a Non-Consenting Lender to any requested extension pursuant to Section 2.16 shall be the Revolver Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement and any Notes.



(b)Section 4.01(e) is amended (i) by deleting the date "February 3, 2001" and substituting therefor the date "February 1, 2003" in each place such date appears and (ii) by deleting the date "May 5, 2001" and substituting therefor the date "May 3, 2003" in each place such date appears.

(c)Schedule I to the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, deleted in its entirety and replaced with Schedule I to this Amendment and Restatement.

SECTION 2.  Conditions of Effectiveness of this Amendment and Restatement.  This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if:
(a)The Paying Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Paying Agent that such Initial Lender has executed this Amendment and Restatement.

(b)The Paying Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Paying Agent and in sufficient copies for each Initial Lender:
(i)The Revolving Credit Notes to the order of each of the Lenders that have requested Revolving Credit Notes prior to the Restatement Effective Date.

(ii)Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and Restatement and the Notes, and of all documents (including, without limitation, charters and bylaws) evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes.

(iii)A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and Restatement and the Notes and the other documents to be delivered hereunder.

(iv) A favorable opinion of Shearman & Sterling LLP, counsel for the Agents, in form and substance satisfactory to the Agents.



(c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date.

(d)No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default.



SECTION 3.  Reference to and Effect on the Existing Credit Agreement and the Notes.  (a)  On and after the effectiveness of this Amendment and Restatement, each reference in the Existing Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Existing Credit Agreement, and each reference in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment and Restatement.

(b)The Existing Credit Agreement and the Notes, as specifically amended by this Amendment and Restatement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)Without limiting any of the other provisions of the Existing Credit Agreement, as amended by this Amendment and Restatement, any references in the Existing Credit Agreement to the phrases "on the date hereof", "on the date of this Agreement" or words of similar import shall mean and be a reference to the date of the Existing Credit Agreement (which is June 29, 2001).

SECTION 4.  Costs and Expenses.  The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Paying Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and Restatement, the Notes and the other documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Paying Agent with respect hereto and thereto) in accordance with the terms of Section 8.04 of the Existing Credit Agreement.

SECTION 5.  Execution in Counterparts.  This Amendment and Restatement 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 and Restatement by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement.

SECTION 6.  Governing Law.  This Amendment and Restatement 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 and Restatement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	 	
THE BORROWER

	 	 
	 	
FEDERATED DEPARTMENT STORES, INC.

	 	 
	 	
By:  /s/ Karen M. Hoguet

	 	
Title:  Senior Vice President and Chief Financial Officer

	 	 
	 	 
	 	
CITIBANK, N.A.,

	 	
as an Administrative Agent and as Paying Agent

	 	 
	 	
By:  /s/ John S. Hutchins

	 	
Title:  Managing Director

	 	 
	 	 
	 	
JPMORGAN CHASE BANK,

	 	
as an Administrative Agent

	 	 
	 	
By:  /s/

	 	
Title:  Vice President

	 	 
	 	 
	 	
THE INITIAL LENDERS

	 	 
	 	
Lead Arrangers

	 	 
	 	
CITIBANK, NA.

	 	 
	 	
By:  /s/ John S. Hutchins

	 	
Title:  Managing Director

	 	 
	 	 
	 	
JP MORGAN CHASE BANK

	 	 
	 	
By:  /s/

	 	
Title:  Vice President

	 	 
	 	 
	 	
Syndication Agent

	 	 
	 	
FLEET NATIONAL BANK

	 	 
	 	
By:  /s/ Judith C.E. Kelly

	 	
Title:  Managing Director

	 	 
	 	 
	 	
Documentation Agents

	 	 
	 	
BANK OF AMERICA, N.A.

	 	 
	 	
By:  /s/ Amy Krovocheck

	 	
Title:  Vice President

	 	 
	 	 
	 	
CREDIT SUISSE FIRST BOSTON

	 	 
	 	
By:  /s/ William O'Daly

	 	
Title:  Director

	 	 
	 	
By:  /s/ Cassandra Droogan

	 	
Title:  Associate

	 	 
	 	 
	 	
U.S. BANK NATIONAL ASSOCIATION

	 	 
	 	
By:  /s/ Derek S. Roudebush

	 	
Title:  Vice President

	 	 
	 	 
	 	
Lenders

	 	 
	 	
UNION BANK OF CALIFORNIA, N.A.

	 	 
	 	
By:  /s/ Ching Lim

	 	
Title:  Vice President

	 	 
	 	 
	 	
BANK ONE, NA

	 	 
	 	
By:  /s/ Steven P. Sullivan

	 	
Title:  Director

	 	 
	 	 
	 	
PNC BANK, NATIONAL ASSOCIATION

	 	 
	 	
By:  /s/ Bruce A. Kintner

	 	
Title:  Vice President

	 	 
	 	 
	 	
THE FIFTH THIRD BANK

	 	 
	 	
By:  /s/ Christine L. Wagner

	 	
Title:  Assistant Vice President

	 	 
	 	 
	 	
MELLON BANK, N.A.

	 	 
	 	
By:  /s/ Mark F. Johnson

	 	
Title:  Vice President

	 	 
	 	 
	 	
THE BANK OF NEW YORK

	 	 
	 	
By:  /s/ William M. Barnum

	 	
Title:  Vice President

	 	 
	 	 
	 	
WELLS FARGO BANK, N.A.

	 	 
	 	
By:  /s/ Steven M. Buehler

	 	
Title:  Vice President

	 	 
	 	
By:  /s/ Mary D. Falck

	 	
Title:  Senior Vice President

	 	 
	 	 
	 	
BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH

	 	 
	 	
By:  /s/ Francesco DiMario

	 	
Title:  Vice President

	 	 
	 	
By:  /s/ Carlo Vecchi

	 	
Title:  Senior Vice President

	 	 
	 	 
	 	
MANUFACTURERS AND TRADERS TRUST COMPANY

	 	 
	 	
By:  /s/ Brooks W. Thropp

	 	
Title:  Vice President

	 	 
	 	 
	 	
FIRST HAWAIIAN BANK

	 	 
	 	
By:  /s/ Charles L. Jenkins

	 	
Title:  Vice President, Manager





SCHEDULE I

COMMITMENTS AND APPLICABLE LENDING OFFICES


 


	
Name of Initial

Lender
	
Revolving Credit

Commitment
	
Domestic Lending

  Office  
	
Eurodollar Lending

   Office   

	
Manufacturers and Traders Trust Company


 
	
$4,000,000
	
Credit:

25 S. Charles Street

Baltimore, MD  21201

Attn:  Brian Sohocki

Phone:  (410) 244-4297

Fax:  (410) 545-2047

Administrative:

25 S. Charles Street

Baltimore, MD  21201

Attn:  Sheila Johnson

Phone:  (410) 244-4083

Fax:  (410) 545-2047
	
Credit:

25 S. Charles Street

Baltimore, MD  21201

Attn:  Sean Fitzgerald

Phone:  (410) 244-4575

Fax:  (410) 545 2079

Administrative:

25 S. Charles Street

Baltimore, MD  21201

Attn:  Sean Fitzgerald

Phone:  (410) 244-4575

Fax:  (410) 545-2079

	
Banca Nazionale del Lavoro


 

 
	
$5,000,000
	
Credit:

25 West 51st Street

New York, NY  10019

Attn: Francesco DiMario

Phone: (212) 314-0239

Fax: (212) 765-2978

Administrative:

Attn: Anna Hernandez

Phone: (212) 314-0679

Fax: (212) 765-2978

	
Credit:

25 West 51st Street

New York, NY  10019

Attn: Francesco DiMario

Phone: (212) 314-0239

Fax: (212) 765-2978

Administrative:

Attn: Anna Hernandez

Phone: (212) 314-0679

Fax: (212) 765-2978


	
Bank of America, N.A.

	
$15,500,000
	
Credit:

901 Main St, 64th Floor

Dallas, TX  75202

Attn: Amy Krovocheck

Phone: (214) 209-0193

Fax: (214) 209-0905

Administrative:

1850 Gateway Blvd.

Concord, CA 94520-3282

Attn:  G.K. Lapitan

Phone:  (925) 675-8205

Fax:  (925) 969-2852
	
Credit:

901 Main St, 64th Floor

Dallas, TX  75202

Attn: Amy Krovocheck

Phone: (214) 209-0193

Fax: (214) 209-0905

Administrative:

1850 Gateway Blvd.

Concord, CA 94520-3282

Attn:  G.K. Lapitan

Phone:  (925) 675-8205

Fax:  (925) 969-2852

	
The Bank of New York
	
$7,500,000
	
Credit:

One Wall Street, 8th Floor

New York, NY  10286

Attn: Clarence Burleigh

Phone: (212) 635-7867

Fax: (212) 635-1483

Administrative:

One Wall Street, 8th Floor

New York, NY  10286

Attn:  Susan Baratta

Phone:  (212) 635-6761

Fax:  (212) 635-6397
	
Credit:

One Wall Street, 8th Floor

New York, NY  10286

Attn: Clarence Burleigh

Phone: (212) 635-7867

Fax: (212) 635-1483

Administrative:

One Wall Street, 8th Floor

New York, NY  10286

Attn:  Susan Baratta

Phone:  (212) 635-6761

Fax:  (212) 635-6397

	
Bank One, NA
	
$10,000,000
	
Credit:

1 Bank One Plaza

Suite ILI0086

Chicago, IL  60670

Attn:  Paul Rigby

Phone:  (312) 732-6132

Fax:  (312) 336-4380

Administrative:

1 Bank One Plaza

Suite ILI0086

Chicago, IL  60670

Attn:  Tess Siao

Phone:  (312) 732-8705

Fax:  (312) 336-2715
	
Credit:

1 Bank One Plaza

Suite ILI0086

Chicago, IL  60670

Attn:  Paul Rigby

Phone:  (312) 732-6132

Fax:  (312) 336-4380

Administrative:

1 Bank One Plaza

Suite ILI0086

Chicago, IL  60670

Attn:  Tess Siao

Phone:  (312) 732-8705

Fax:  (312) 336-2715

	
Citibank, N.A.
	
$20,000,000
	
Credit:

388 Greenwich Street

New York, NY 10013

Attn: Robert Snell

Phone: (212) 816-

Fax: (212) 793-7585

Administrative:

2 Penns Plaza

Suite 200

New Castle, DE 19720

Attn: Tim Card

Phone: (718) 248-4536

Fax: (718) 248-4844
	
Credit:

388 Greenwich Street

New York, NY 10013

Attn: Robert Snell

Phone: (212) 816-

Fax: (212) 793-7585

Administrative:

2 Penns Plaza

Suite 200

New Castle, DE 19720

Attn: Tim Card

Phone: (718) 248-4536

Fax: (718) 248-4844

	
Credit Suisse First Boston


 

 
	
$15,500,000
	
Credit:

11 Madison Ave., 19th Fl.

New York, NY  10010

Attn: William O'Daly

Phone: (212) 325-1986

Fax: (212) 325-8314

Administrative:

11 Madison Ave.

New York, NY  10010

Attn:  Ronald David

Phone: (212) 325-1865

Fax:  (212) 335-0593
	
Credit:

11 Madison Ave., 19th Fl.

New York, NY  10010

Attn: William O'Daly

Phone: (212) 325-1986

Fax: (212) 325-8314

Administrative:

11 Madison Ave.

New York, NY  10010

Attn:  Ronald David

Phone: (212) 325-1865

Fax:  (212) 335-0593

	
First Hawaiian Bank
	
$4,000,000
	
Credit:

999 Bishop Street, 11th Floor

Honolulu, HI  96847

Attn:  Charles L. Jenkins

Phone:  (808) 525-6289

Fax: (808) 525-6372

Administrative:

999 Bishop Street, 11th Floor

Honolulu, HI  96847

Attn:  Laurae Imamura

Phone:  (808) 844-3740

Fax: (808) 844-3660/3659
	
Credit:

999 Bishop Street, 11th Floor

Honolulu, HI  96847

Attn:  Charles L. Jenkins

Phone:  (808) 525-6289

Fax: (808) 525-6372

Administrative:

999 Bishop Street, 11th Floor

Honolulu, HI  96847

Attn:  Laurae Imamura

Phone:  (808) 844-3740

Fax: (808) 844-3660/3659

	
The Fifth Third Bank


 

 
	
$8,500,000
	
Credit:

38 Fountain Square Plaza

Cincinnati, OH  45263

Attn:  Christine Wagner

Phone:  (513) 744-7348

Fax:  (513) 744-5947

Administrative:

38 Fountain Square Plaza

Cincinnati, OH  45263

Attn:  Melody R. Merrill

Phone:  (513) 579-5389

Fax:  (513) 534-5947
	
Credit:

38 Fountain Square Plaza

Cincinnati, OH  45263

Attn:  Christine Wagner

Phone:  (513) 744-7348

Fax:  (513) 744-5947

Administrative:

38 Fountain Square Plaza

Cincinnati, OH  45263

Attn:  Melody R. Merrill

Phone:  (513) 579-5389

Fax:  (513) 534-5947

	
Fleet National Bank
	
$16,500,000
	
Credit:

40 Broad Street

MA DE 10510A

Boston, MA  02109

Attn: Judy C.E. Kelly

Phone: (617) 434-5280

Fax: (617) 434-6685

Administrative:

100 Federal Street

Boston, MA  02110

Attn:  Rafaella "Debbie" Phinney

Phone:  (617) 434-1645

Fax:  (617) 434-9933
	
Credit:

40 Broad Street

MA DE 10510A

Boston, MA  02109

Attn: Judy C.E. Kelly

Phone: (617) 434-5280

Fax: (617) 434-6685

Administrative:

100 Federal Street

Boston, MA  02110

Attn:  Rafaella "Debbie" Phinney

Phone:  (617) 434-1645

Fax:  (617) 434-9933

	
JPMorgan Chase Bank
	
$22,500,000
	
Credit:

270 Park Avenue, 48th Fl.

New York, NY  10017

Attn: Barry Bergman

Phone: (212) 270-0203

Fax: (212) 270-5646

Administrative:

1 Chase Manhattan Plaza

8th Floor

New York, NY  10081

Attn:  Amy Labinger

Phone:  (212) 552-4025

Fax:  (212) 552-7500
	
Credit:

270 Park Avenue, 48th Fl.

New York, NY  10017

Attn: Barry Bergman

Phone: (212) 270-0203

Fax: (212) 270-5646

Administrative:

1 Chase Manhattan Plaza

8th Floor

New York, NY  10081

Attn: Amy Labinger

Phone:  (212) 552-4025

Fax:  (212) 552-7500

	
Mellon Bank, N.A.
	
$8,500,000
	
Credit:

One Mellon Bank Center, 

Room 370

Pittsburgh, PA 15258-0001

Attn: Louis Flori

Phone: (412) 234-7298

Fax: (412) 236-1914

Administrative:

Three Mellon Bank Center, 

Room 1203

Pittsburgh, PA  15259-0003

Attn: Richard Bouchard

Phone: (412) 234-5767

Fax: (412) 209-6124
	
Credit:

One Mellon Bank Center, 

Room 370

Pittsburgh, PA 15258-0001

Attn: Louis Flori

Phone: (412) 234-7298

Fax: (412) 236-1914

Administrative:

Three Mellon Bank Center, 

Room 1203

Pittsburgh, PA  15259-0003

Attn: Richard Bouchard

Phone: (412) 234-5767

Fax: (412) 209-6124

	
PNC Bank, 

National Association


 

 
	
$10,000,000
	
Credit:

201 East 5th Street

Cincinnati, OH 45202

Attn: Joe Richardson

Phone: (513) 651- 8688

Fax: (513) 651-8951

Administrative:

201 E. 5th Street

Cincinnati, OH  45202

Attn:   Sandy Wilson

Phone:(513) 651-8984

Fax:  (513) 651- 8951
	
Credit:

201 East 5th Street

Cincinnati, OH 45202

Attn: Joe Richardson

Phone: (513) 651-8688

Fax: (513) 651-8951

Administrative:

201 E. 5th Street

Cincinnati, OH  45202

Attn:   Sandy Wilson

Phone: (513) 651- 8984

Fax:  (513) 651-8951

	
Union Bank of California, N.A.
	
$25,000,000
	
Credit:

350 California Street, 6th Floor

San Francisco, CA  94104

Attn:  Timothy Streb

Phone:  (415) 705-7021

Fax:  (415) 705-5093

Administrative:

1980 Saturn Street

Monterey Park, CA  91755

Attn:  Ruby Gonzales

Phone:  (323) 720-7055

Fax:  (323) 724-6198
	
Credit:

350 California Street, 6th Floor

San Francisco, CA  94104

Attn:  Timothy Streb

Phone:  (415) 705-7021

Fax:  (415) 705-5093

Administrative:

1980 Saturn Street

Monterey Park, CA  91755

Attn:  Ruby Gonzales

Phone:  (323) 720-7055

Fax:  (323) 724-6198

	
U.S. Bank National Association
	
$20,000,000
	
Credit:

425 Walnut Street, ML: 8160

Cincinnati, OH 45202

Attn: Derek Roudebush

Phone: (513) 632-4010

Fax: (513) 762-2068

Administrative:

425 Walnut Street

Cincinnati, OH  45202

Attn: Beth Martin

Phone:  (920) 424-8419

Fax:  (920) 426-7993
	
Credit:

425 Walnut Street, ML: 8160

Cincinnati, OH 45202

Attn: Derek Roudebush

Phone: (513) 632-4010

Fax: (513) 762-2068

Administrative:

425 Walnut Street

Cincinnati, OH  45202

Attn: Beth Martin

Phone:  (920) 424-8419

Fax:  (920) 426-7993

	
Wells Fargo Bank, N.A.

	
$7,500,000
	
Credit:

230 West Monroe Street

Suite 2900

Chicago, IL  60606

Attn:  Steven Buehler

Phone:  312 553-6651

Fax:  312 553-4783

Administrative:

201 Third Street

MAC 0187-081

San Francisco, CA  94103

Attn:  Ginnie Padgett

Phone: 415 477-5374

Fax: 415 979-0675
	
Credit:

230 West Monroe Street

Suite 2900

Chicago, IL  60606

Attn:  Steven Buehler

Phone:  312 553-6651

Fax:  312 553-4783

Administrative:

201 Third Street

MAC 0187-081

San Francisco, CA  94103

Attn:  Ginnie Padgett

Phone: 415 477-5374

Fax: 415 979-0675







___________


TOTAL OF COMMITMENTS:$200,000,000