Amended and Restated Guarantee Agreement, dated January 5, 2009



 Exhibit 10.2 
  
  
  
 AMENDED AND RESTATED GUARANTEE AGREEMENT

 dated as of 
 January 5,
2009, 
 among 
 MACY’S, INC.

 (formerly known as FEDERATED DEPARTMENT STORES, INC.) 
 MACY’S RETAIL HOLDINGS, INC. 
 (formerly known as FEDERATED RETAIL HOLDINGS, INC.) 
 THE SUBSIDIARY GUARANTORS PARTY HERETO 
 and

 JPMORGAN CHASE BANK, N.A., 
 as
Paying Agent 
  
  
  







 TABLE OF CONTENTS 
  

			
	ARTICLE I	  	
		
	Definitions	  	
		
	 SECTION 1.01. Credit Agreement
	  	1
	 SECTION 1.02. Other Defined Terms
	  	1
		
	ARTICLE II	  	
		
	Guarantee	  	
		
	 SECTION 2.01. Guarantee
	  	2
	 SECTION 2.02. Guarantee of Payment
	  	3
	 SECTION 2.03. Limitations
	  	3
	 SECTION 2.04. Reinstatement
	  	4
	 SECTION 2.05. Agreement To Pay; Subrogation
	  	4
	 SECTION 2.06. Information
	  	4
		
	ARTICLE III	  	
		
	Indemnity, Subrogation and Subordination	  	
		
	 SECTION 3.01. Indemnity and Subrogation
	  	5
	 SECTION 3.02. Contribution and Subrogation
	  	5
	 SECTION 3.03. Subordination
	  	5
		
	ARTICLE IV	  	
		
	Miscellaneous	  	
		
	 SECTION 4.01. Notices
	  	6
	 SECTION 4.02. Waivers; Amendment
	  	6
	 SECTION 4.03. Successors and Assigns
	  	6
	 SECTION 4.04. Survival of Agreement
	  	6











			
	 SECTION 4.05. Counterparts; Effectiveness; Several Agreement
	  	7
	 SECTION 4.06. Severability
	  	7
	 SECTION 4.07. Right of Set-Off
	  	7
	 SECTION 4.08. Governing Law
	  	7
	 SECTION 4.09. Headings
	  	8
	 SECTION 4.10. Termination or Release
	  	8

 Schedule A – List of Initial Subsidiary Guarantors 
 Schedule B — Subordination Terms 
 Exhibit A – Supplement to the
Amended and Restated Guarantee Agreement 









 AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of January 5, 2009, among MACY’S, INC.
(formerly known as FEDERATED DEPARTMENT STORES, INC.) (“Parent”), MACY’S RETAIL HOLDINGS, INC. (formerly known as FEDERATED RETAIL HOLDINGS, INC.) (the “Borrower”), the SUBSIDIARY GUARANTORS party hereto and
JPMORGAN CHASE BANK, N.A., as Paying Agent. 
 Reference is made to (a) the Amended and Restated Credit Agreement dated as of
August 30, 2007 (as in effect on the date hereof, the “Existing Credit Agreement”) among Parent, the Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as administrative agents and
JPMorgan Chase Bank, N.A., as paying agent and (b) the Amended and Restated Guarantee Agreement dated as of August 30, 2007 (as in effect on the date hereof, the “Existing Guarantee Agreement”) among Parent, the Borrower
and JPMorgan Chase Bank, N.A., as paying agent. The Existing Credit Agreement is being amended and restated pursuant to and in accordance with the Amendment and Restatement Agreement dated as of December 18, 2008 (the “Amendment and
Restatement Agreement”) among Parent, the Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Administrative Agents and JPMorgan Chase Bank, N.A., as Paying Agent (the Existing Credit Agreement, as
so amended and restated, by the Amendment and Restatement Agreement, and as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). The amendment and restatement of the Existing Credit Agreement
pursuant to the Amendment and Restatement Agreement is conditioned upon, among other things, the execution and delivery of this Agreement. Parent is the parent company of the Borrower, will derive substantial benefits from the extension of credit to
the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. The Subsidiary Guarantors are subsidiaries of the Borrower, will derive substantial benefits
from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 

ARTICLE I 
 Definitions 
 SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in
the Credit Agreement. 
 (b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement.

 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
  

 1 








 “Claiming Party” has the meaning assigned to such term in Section 3.02 of this
Agreement. 
 “Contributing Party” has the meaning assigned to such term in Section 3.02 of this Agreement. 

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Credit Parties” means (a) the Lenders, (b) the Agents, (c) the Issuing Banks, (d) the beneficiaries of the
Borrower’s indemnification obligations under the Credit Agreement and (e) the successors and assigns of each of the foregoing. 
 “Guarantors” means Parent and the Subsidiary Guarantors. 
 “Obligations” means the due and
punctual payment by the Borrower of (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) and obligations to provide cash collateral, and (c) all other monetary obligations of the Borrower to any of the Credit Parties under the Credit Agreement and each of the other Loan Documents,
including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). 
 “Subsidiary
Guarantor” means, at any time, any Subsidiary Loan Party that is party to this Agreement at such time, except any such Subsidiary Loan Party the Guarantee hereunder of which has been released and terminated in accordance with the terms of
this Agreement. The initial Subsidiary Guarantors are listed on Schedule A. 
 SECTION 1.03. Restatement. This Agreement amends and
restates the Existing Guarantee Agreement in its entirety. 
 ARTICLE II 
 Guarantee 
 SECTION 2.01. Guarantee. Subject to the limitations set forth
herein, 

  

 2 








 
each of the Guarantors unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment of the Obligations. Each of
the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any
Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Notwithstanding any other
provision of this Agreement, the maximum liability of the Bloomingdale’s Parties with respect to the Obligations under this Agreement at any time of determination shall be limited to the difference of (a) the maximum liability that the
Bloomingdale’s Parties may have under this Agreement without causing Bloomingdale’s to fail to be in compliance with Section 26.15 of the Bloomingdale’s Lease minus (b) $10,000,000. 
 SECTION 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due
and not of collection, and waives any right to require that any resort be had by the Paying Agent or any other Credit Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of
the Paying Agent or any other Credit Party in favor of the Borrower or any other Person. 
 SECTION 2.03. Limitations. (a) Except
for (x) termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.10 and (y) the limitations with respect to the Bloomingdale’s Parties set forth in Section 2.01, the obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not
be discharged or impaired or otherwise affected by (i) the failure of the Paying Agent or any other Credit Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise;
(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement; (iii) the release of any security held by the Paying Agent or any other Credit
Party for the Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the payment of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any
Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations). Each of the Guarantors expressly authorizes the Credit Parties to take and hold security for
the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or
to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any of the Guarantors hereunder. 
  

 3 








 (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or
arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the payment in full in cash of all the
Obligations. The Paying Agent and the other Credit Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or exercise any other right or remedy available to them against the Borrower, without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Obligations have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any security. 
 SECTION 2.04. Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
Obligation is rescinded or must otherwise be restored by the Paying Agent or any other Credit Party upon the bankruptcy or reorganization of the Borrower or otherwise. The provisions of this Section 2.04 shall survive any termination or release
under Section 4.10. 
 SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any
other right that the Paying Agent or any other Credit Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Paying Agent for distribution to the applicable Credit Parties in cash the amount of such unpaid Obligation.
Upon payment by any Guarantor of any sums to the Paying Agent as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall
in all respects be subject to Article III. 
 SECTION 2.06. Information. Each of the Guarantors assumes all responsibility for
being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes
and incurs hereunder, and agrees that none of the Paying Agent or the other Credit Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. 
  

 4 








 ARTICLE III 
 Indemnity, Subrogation and Subordination 
 SECTION 3.01. Indemnity. In addition to all such rights of
indemnity and subrogation as each of the Subsidiary Guarantors may have under applicable law (but subject to Section 3.03), Parent and the Borrower jointly and severally agree that, in the event a payment in respect of any Obligation shall be
made by any Subsidiary Guarantor under this Agreement, Parent and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the Person to whom such
payment shall have been made to the extent of such payment. 
 SECTION 3.02. Contribution and Subrogation. Each Subsidiary Guarantor
(a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation and such other Subsidiary Guarantor (the
“Claiming Party”) shall not have been fully indemnified by Parent and the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment
multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any
Subsidiary Guarantor becoming a party hereto after the date hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor); provided, however, that in the case of the Bloomingdale’s Parties, the
numerator of the foregoing fraction shall be the maximum liability of the Bloomingdale’s Parties hereunder determined in accordance with Section 2.01. Any Contributing Party making any payment to a Claiming Party pursuant to this
Section 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment. 
 SECTION
3.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of each Subsidiary Guarantor under Sections 3.01 and 3.02 and all other rights of each Guarantor in respect of indemnity, contribution
or subrogation under applicable law or otherwise, shall be fully subordinated to the indefeasible payment in full in cash of the Obligations on the terms set forth in Schedule B hereto. No failure on the part of the Borrower or any Guarantor to make
the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each
Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. 
 (b) Each of the Borrower and the
Guarantors hereby agrees that all Indebtedness and other monetary obligations owed by it to Parent, the Borrower or any other Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations on the terms set
forth in Schedule B hereto. 
  

 5 








 ARTICLE IV 
 Miscellaneous 
 SECTION 4.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices to any Subsidiary Guarantor shall be given to such Subsidiary Guarantor in care of the Borrower.

 SECTION 4.02. Waivers; Amendment. (a) No failure or delay by any Agent, any Issuing Bank or any Lender in exercising any right
or power hereunder or under the Credit Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Issuing Banks and the Lenders hereunder and under the Credit Agreement are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party
to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Paying Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.02 of the Credit Agreement. 
 SECTION 4.03. Successors and Assigns. Whenever in this
Agreement any party hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor, the Borrower or the Paying Agent
that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 4.04.
Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this
Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any


  

 6 








 
investigation made by any Lender or on its behalf and notwithstanding that any Agent, any Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. 
 SECTION 4.05. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original but all of which when taken together shall constitute single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.
This Agreement shall become effective when it shall have been executed by the Paying Agent and when the Paying Agent shall have received counterparts hereof which, when taken together, bear the signatures of each Loan Party, and thereafter shall be
binding upon each Loan Party and the Paying Agent, and shall inure to the benefit of each Loan Party, the Paying Agent and the other Credit Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign
or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. 
 SECTION 4.06. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or uneforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 4.07. Right of Set-Off. If an Event of
Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor now or hereafter
existing under this Agreement owed to such Lender, irrespective of whether or not any demand for payment thereof has been made under this Agreement and although such obligations may be unmatured. The rights of each Lender under this
Section 4.07 are in addition to other rights and remedies (including other rights of set-off) which such Lender may have. 
 SECTION
4.08. Governing Law. This Agreement shall be construed in 

  

 7 








 
accordance with and governed by the law of the State of New York. 
 SECTION 4.09. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting, this Agreement. 
 SECTION 4.10. Termination or Release. (a) Subject to
Section 2.04, this Agreement and the guarantees made herein shall terminate when the Commitments have terminated, all the Obligations have been paid in full, the LC Exposure has been reduced to zero and the Issuing Banks have no further
obligations to issue Letters of Credit under the Credit Agreement. 
 (b) At any time that either Public Debt Rating shall be Baa1 or BBB+ or
better (provided that neither the Moody’s rating nor the S&P rating is more than one notch worse than the other), the Borrower may by written notice to the Paying Agent release and terminate the Guarantees hereunder by one or more of the
Subsidiary Guarantors to the extent doing so would not result in a failure to be in compliance with clause (ii) of Section 5.08(b) of the Credit Agreement. 
 (c) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and shall cease to be a party hereto upon the consummation of any transaction permitted by the Credit Agreement as a result of
which such Subsidiary Guarantor ceases to be a Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

 [Remainder of page intentionally left blank] 
  

 8 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first
above written. 
  

			
	MACY’S, INC.,
		
	        by  	 	
		
		 	/s/ Karen M. Hoguet
		 	Name: Karen M. Hoguet
		 	Title: Executive Vice President and Chief Financial Officer
	
	MACY’S RETAIL HOLDINGS, INC.,
		
	        by  	 	
		
		 	/s/ Karen M. Hoguet
		 	Name: Karen M. Hoguet
		 	Title: Vice President and Chief Financial Officer
	
	BLOOMINGALE’S ATLANTIC CITY, INC.,
		
	        by  	 	
		
		 	/s/ Stephen J. O’Bryan
		 	Name: Stephen J. O’Bryan
		 	Title: Assistant Secretary
	
	DAYTON’S IRON HORSE LIQUORS, INC.,
		
	        by  	 	
		
		 	/s/ Warren P. Wolfe
		 	Name: Warren P. Wolfe
		 	Title: President


  

 9 









			
	MACY’S GC SALES, INC.,
		
	        by  	 	
		
		 	/s/ Richard A. Cohen
		 	Name: Richard A. Cohen
		 	Title:   President
	
	MACY’S HAMILTON BY APPOINTMENT, INC.,
		
	         by  
	 	
		
		 	/s/ Stephen J. O’Bryan
		 	Name: Stephen J. O’Bryan
		 	Title:   Secretary
	
	MARSHALL FIELDS CHICAGO, INC.,
		
	         by  
	 	
		
		 	/s/ Warren P. Wolfe
		 	Name: Warren P. Wolfe
		 	Title:   President
	
	MAYFAIR WINE & LIQUOR SHOP, INC.,
		
	        by  	 	
		
		 	/s/ Dennis J. Broderick
		 	Name: Dennis J. Broderick
		 	Title:   President


  

 10 









			
	ROOFTOP, INC.,
		
	        by  	 	
		
		 	/s/ Warren P. Wolfe
		 	Name: Warren P. Wolfe
		 	Title:   President
	
	MINOOKA EXCHANGE, LLC ,
		
	        by  	 	
		
		 	/s/ Dennis J. Broderick
		 	Name: Dennis J. Broderick
		 	Title:   President


  

 11 









			
	 22 East Advertising Agency, Inc.
 22 East
Reality Corporation
 Bloomingdale’s By Mail Ltd.
 Bloomingdale’s Gift Card, LLC
 Bloomingdale’s, Inc.
 Bloomingdale’s, LLC
 Central Regional Claims Corporation
 Charleston Stores Corporation
 Jordan Servicenter, Inc.
 Kaufmann’s Carousel, Inc.
 Laurel Plaza Development I, Inc.
 Macy’s California Realty, LLC
 Macy’s Central, LLC
 Macy’s Corporate Services, Inc.
 Macy’s Credit and Customer Services, Inc.
 Macy’s Department Stores, Inc.
 Macy’s East, LLC
 Macy’s Florida Stores, LLC
 Macy’s Florida, LLC
 Macy’s Gift Card, LLC
 Macy’s Home Store, LLC
 Macy’s Insurance, Inc.
 Macy’s Merchandising Group International, LLC
 Macy’s Systems and Technology, Inc.
 Macy’s Systems Leasing, Inc.

 Macy’s Texas, Inc.
 Macy’s West, LLC
 Macys.com, Inc.
 May Company Montgomery Condominium LLC
 May Credit Corporation
 May Properties of Maryland, Inc.
 May Stores IV, Inc.
 May Stores VIII, Inc.
 McIre One, Inc.
 MF Distribution Center of Illinois LLC
 MF Fargo-Grand Forks-Bismarck Stores LLC
 MF Grape-Coldwater Stores
LLC
 MOA Rest, Inc.
 Nimbus Store LLC
 Nutmeg Acquisition Corporation



  

 12 









			
	             OBP, LLC
             R.H. Macy Holdings (HK), Ltd.
             R.H. Macy Warehouse (HK), Ltd.
             Silver Spring Condo Corporation
             Southdale Stores LLC
             SWDC Investment Company
             Walden Stores Corporation

		
	        by  	 	
		
		 	 /s/ Karen M. Hoguet

		 	 Name: Karen M. Hoguet
 Title:   Vice
President



  

			
	 JPMORGAN CHASE BANK, N.A., as
 PAYING AGENT,

		
	         by  
	 	
		
		 	 /s/ Barry Bergman

		 	Name: Barry Bergman
		 	Title:   Managing Director


  

 13 








 EXHIBIT A 
 FORM OF SUPPLEMENT TO AMENDED AND RESTATED GUARANTEE AGREEMENT 
 SUPPLEMENT NO.
         dated as of [            ] (this “Supplement”), to the AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of January 5,
2009 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”) among MACY’S, INC. (formerly known as FEDERATED DEPARTMENT STORES, INC.) (“Parent”), MACY’S RETAIL
HOLDINGS, INC. (formerly known as FEDERATED RETAIL HOLDINGS, INC.) (the “Borrower”), the SUBSIDIARY GUARANTORS party thereto (the “Subsidiary Guarantors”) and JPMORGAN CHASE BANK, N.A., as Paying Agent. 

A. Reference is made to the Amended and Restated Credit Agreement, dated as of August 30, 2007, as amended and restated as of January 5, 2009 (as further
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Parent, the Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Administrative Agents, and
JPMorgan Chase Bank, N.A.,as Paying Agent. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement and the Guarantee Agreement referred to therein. 
 C. Section 5.08 of the Credit Agreement provides that Subsidiary Loan
Parties that are not Subsidiary Guarantors under the Guarantee Agreement may be required to become Subsidiary Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned
Subsidiary (the “Additional Subsidiary”) is executing this Supplement in accordance with the requirements of Section 5.08 of the Credit Agreement to become a Subsidiary Guarantor under the Guarantee Agreement in order to induce
the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 
 Accordingly, the Paying Agent and the Additional Subsidiary agree as follows: 
 SECTION 1. In accordance with
Section 5.08 of the Credit Agreement, the Additional Subsidiary by its signature below becomes a Subsidiary Guarantor and a Guarantor under 

  

 14 








 
the Guarantee Agreement with the same force and effect as if originally named therein as a Subsidiary Guarantor, and the Additional Subsidiary hereby agrees
to all the terms and provisions of the Guarantee Agreement applicable to it as a Subsidiary Guarantor and Guarantor thereunder . 
 SECTION 2. The Additional
Subsidiary represents and warrants to the Paying Agent and the other Credit Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms. 
 SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Paying Agent shall have received a counterpart of this Supplement that bears the signature
of the Additional Subsidiary and the Paying Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement. 
 SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full force and effect. 
 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7. All communications and notices hereunder shall
be in writing and given as provided in Section 4.01 of the Guarantee Agreement. 
 SECTION 8. The Borrower agrees to reimburse the Paying Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Paying Agent. 
  

 15 








 IN WITNESS WHEREOF, the Additional Subsidiary and the Paying Agent have duly executed this Supplement to the Guarantee
Agreement as of the day and year first above written. 
  

			
	[ADDITIONAL SUBSIDIARY],
		
	         by  
  
	 	 
		 	Name:
		 	Title:
	
	 JPMORGAN CHASE BANK, N.A., as
 PAYING AGENT,


		
	         by  
  
	 	 
		 	Name:
		 	Title:


  

 16