Amendment and Restatement Agreement



 Exhibit 10.1 
 Confidential Treatment Requested. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as
“[Redacted].” A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 
 AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 18, 2008, 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 LENDERS party hereto, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A. as Administrative Agents (the “Administrative Agents”) and JPMORGAN CHASE BANK, N.A., as Paying
Agent (the “Paying Agent”), under the Amended and Restated Credit Agreement dated as of August 30, 2007, as amended (as in effect on the date hereof, the “Existing Credit Agreement”), among the Parent, the
Borrower, the lenders party thereto, the Administrative Agents and the Paying Agent. 
 WHEREAS Parent and the Borrower have requested, and
the undersigned Lenders and the Administrative Agents have agreed, upon the terms and subject to the conditions set forth herein, that the Existing Credit Agreement be amended and restated as provided herein. 
 NOW, THEREFORE, Parent, the Borrower, the undersigned Lenders and the Administrative Agents hereby agree as follows: 
 SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit
Agreement (as defined in Section 3 below); provided that the defined term “Lender” as used herein shall have the meaning specified in the Existing Credit Agreement. 
 SECTION 2. Restatement Effective Date. (a) The amendment and restatement of the Existing Credit Agreement provided for in Section 3
hereof shall be consummated at a closing to be held on the Restatement Effective Date at the offices of Cravath, Swaine & Moore LLP. 
 (b) The “Restatement Effective Date” shall be January 5, 2009, provided that all the conditions set forth or referred to in Section 5 hereof shall have been satisfied. 









 SECTION 3. Amendment and Restatement of the Existing Credit Agreement. (a) Effective on the
Restatement Effective Date, the Existing Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “Restated Credit Agreement”). From and after the effectiveness of such amendment
and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall, unless
the context otherwise requires, refer to the Restated Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Restated Credit Agreement. 
 (b) All “Commitments” as defined in, and in effect under, the Existing Credit Agreement on the Restatement Effective Date shall continue in
effect under the Restated Credit Agreement, and all “Loans” and “Letters of Credit” as defined in, and outstanding under, the Existing Credit Agreement on the Restatement Effective Date shall continue to be outstanding under the
Restated Credit Agreement, and on and after the Restatement Effective Date the terms of the Restated Credit Agreement will govern the rights and obligations of Parent, the Borrower, the Lenders, the Administrative Agents and the Paying Agent with
respect thereto. 
 (c) The amendment and restatement of the Existing Credit Agreement as contemplated hereby shall not be construed to
discharge or otherwise affect any obligations of Parent or the Borrower accrued or otherwise owing under the Existing Credit Agreement that have not been paid, it being understood that such obligations will constitute obligations under the Restated
Credit Agreement. 
 SECTION 4. Amendment Fee. The Borrower agrees to pay to the Paying Agent, for the account of each Lender that
executes and delivers a counterpart of this Agreement (as provided in Section 5(a) below) prior to 12:00 noon, New York City time, on December 18, 2008 (or such later time or date as the Administrative Agents and the Borrower may agree), a
fee equal to 0.375% of the amount of its Commitment as of the Restatement Effective Date. Such fee shall be due and payable on the Restatement Effective Date. 
 SECTION 5. Conditions. The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 3 of this Agreement shall be subject to the satisfaction (or waiver) of the
following conditions precedent: 
 (a) The Paying Agent (or its counsel) shall have received from each of Parent, the Borrower and the
Required Lenders under (and as defined in) the Existing Credit Agreement either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Paying Agent (which may include facsimile or other electronic
transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 
 (b) The Paying
Agent (or its counsel) shall have received from Parent, the Borrower and each Subsidiary Loan Party as of the Restatement Effective Date, either a counterpart of the Guarantee Agreement (in the form attached hereto as Exhibit B) signed on behalf of
such party or written evidence satisfactory to the Paying Agent (which may include facsimile or other electronic transmission of a signed signature page of the Guarantee Agreement) that such party has signed a counterpart of the Guarantee Agreement.

  

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 (c) The Paying Agent shall have received a favorable written opinion (addressed to the Paying Agent and
the Lenders and dated as of the Restatement Effective Date) of (i) Jones Day, counsel to the Loan Parties and (ii) Dennis J. Broderick, the General Counsel for Parent, substantially in the forms of Exhibits C-1 and C-2, respectively, in
each case covering such matters relating to the Loan Parties, the Transactions or the Loan Documents as the Required Lenders shall reasonably request. Parent and the Borrower hereby request such counsel to deliver such opinions. 
 (d) The Paying Agent shall have received such documents and certificates as the Paying Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Loan Parties and the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Transactions or the Loan Documents, all in form and substance satisfactory to the
Paying Agent and its counsel, including all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

 (e) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material
respects as of the Restatement Effective Date (except for the representations and warranties set forth in the Restated Credit Agreement in Section 3.04(b) and clause (a) of Section 3.05, which shall be true and correct in all material
respects as of the date hereof), no Default shall have occurred and be continuing as of the Restatement Effective Date and the Paying Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Responsible Officer
or a Financial Officer of Parent and the Borrower, confirming the foregoing. 
 (f) The Paying Agent shall have received all fees and other
amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Loan Documents. 

The Administrative Agents shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the amendment and restatement of the Existing Credit Agreement as contemplated hereby shall not become effective unless each of the foregoing conditions is satisfied or waived prior to 5:00 p.m., New York City time, on
January 5, 2009 (and, in the event such conditions are not so satisfied or waived, the Existing Credit Agreement shall remain in effect without giving effect to any provisions of this Agreement). 
 SECTION 6. Subsidiary Loan Parties. Parent and the Borrower represent that Schedule A hereto completely and accurately sets forth the names and
jurisdictions of organization of each Subsidiary Loan Party as of the Restatement Effective Date. 
  

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 SECTION 7. Effectiveness; Counterparts; Amendments. This Agreement shall become effective and
binding when counterparts hereof which, when taken together, bear the signatures of Parent, the Borrower, the Administrative Agents and the Required Lenders shall have been received by the Paying Agent in the manner contemplated by
Section 5(a). This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Parent, the Borrower, the Administrative Agents and the Required Lenders. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 
 SECTION 8. No Novation. This
Agreement shall not extinguish the Loans or other obligations outstanding under the Existing Credit Agreement. This Agreement shall be a Loan Document for all purposes. 
 SECTION 9. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Restated Credit Agreement. 
 SECTION 10. Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK. 
 (B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE RESTATED CREDIT
AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. 
 SECTION 11. Headings. The Section headings 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. 
 [Remainder of page intentionally left blank] 
  

 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by
their proper and duly authorized officers 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



  

			
	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent and Paying Agent
		
	By:	 	/s/ Barry Bergman
		 	 Name: Barry Bergman
 Title: Managing
Director



  

			
	BANK OF AMERICA, N.A., individually and as Administrative Agent
		
	By:	 	/s/ Thomas J. Kane
		 	 Name: Thomas J. Kane
 Title: SVP












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   The Bank of New York Mellon
 [Name of Lender]

		
	By:	 	/s/ David B. Wirl
		 	 Name: David B. Wirl
 Title: Vice
President












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   BNP Paribas
 [Name of
Lender]

		
	By:	 	/s/ Andrew Strait
		 	 Name: Andrew Strait
 Title : Managing
Director

		
	By:	 	/s/ Chloe Palfer Sollier
		 	 Name: Chloe Palfer-Sollier
 Title: Vice
President












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   Citibank N.A.
 [Name of
Lender]

		
	By:	 	/s/ John McQuiston
		 	 Name: John McQuiston
 Title: Vice President & Director












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   CREDIT SUISSE, Cayman Islands Branch
 [Name of Lender]

		
	By:	 	/s/ Doreen Barr
		 	 Name: Doreen Barr
 Title: Vice President

		
	By:	 	/s/ Christopher Reo Day
		 	 Name: Christopher Reo Day
 Title: Associate












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   Fifth Third Bank.
 [Name
of Lender]

		
	By:	 	/s/ Megan S. Heisel
		 	 Name: Megan S. Heisel
 Title: Vice President












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   First Hawaiian Bank
 [Name
of Lender]

		
	By:	 	/s/ Dawn Hofmann
		 	 Name: Dawn Hoffman
 Title: Vice President & Director












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   PNC Bank, National Association
 [Name of Lender]

		
	By:	 	/s/ C. Joseph Richardson
		 	 Name: C. Joseph Richardson
 Title: Senior Vice President












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   The Royal Bank of Scotland, plc
 [Name of Lender]

		
	By:	 	/s/ Charlotte Sohn Fuiks
		 	 Name: Charlotte Sohn Fuiks
 Title: Managing Director












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	   STANDARD CHARTERED BANK.
 [Name of Lender]

		
	By:	 	/s/ Alan Babcock
		 	 Name: Alan Babcock
 Title: Senior Vice
President

		
	By:	 	/s/ Robert K. Reddington
		 	 Name: Robert K. Reddington
 Title: AVP/Credit
Documentation
           Credit Risk Control
           Standard Chartered Bank N.Y.












 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	  Union Bank of California
	[Name of Lender]
		
	By:	 	/s/ Ching Lim
		 	Name: Ching Lim
		 	Title:









 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	  US Bank, N.A.
	[Name of Lender]
		
	By:	 	/s/ Frances W. Josephic
		 	Name: Frances W. Josephic
		 	Title: Vice President









 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	  Wachovia Bank, National Association
	[Name of Lender]
		
	By:	 	/s/ Susan T. Gallagher
		 	Name: Susan T. Gallagher
		 	Title: Director









 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	  Wells Fargo Bank N.A.
	[Name of Lender]
		
	By:	 	/s/ Steven Buehler
		 	Name: Steven Buehler
		 	Title: Senior Vice President









 Signature page to the Amendment and Restatement Agreement 
 dated as of December 18, 2008 relating to the 
 Amended and Restated Credit Agreement dated as of August 30, 2007, of 
 Macy’s, Inc. and 
 Macy’s Retail Holdings, Inc. 
  

			
	 William Street Commitment Corporation
 (Recourse only to the assets of William Street Commitment Corporation)
 [Name of Lender]

		
	By:	 	/s/ Mark Walton
		 	 Name: Mark Walton
 Title: Assistant Vice President













 SCHEDULES 
 Schedules 

  

			
	Schedule A	  	Subsidiary Loan Parties

 EXHIBITS 
 Exhibits

  

			
	Exhibit A	  	Amended and Restated Credit Agreement
	Exhibit B	  	Amended and Restated Guarantee Agreement
	Exhibit C-1	  	Opinion of Jones Day
	Exhibit C-2	  	Opinion of General Counsel










 Schedule A 
 Subsidiary Loan Parties 
  

	1.	22 East Advertising Agency, Inc., a Florida corporation 

  

	2.	22 East Reality Corporation, a Florida corporation 

  

	3.	Bloomingdale’s Atlantic City, Inc., a Delaware corporation 

  

	4.	Bloomingdale’s By Mail Ltd., a New York corporation 

  

	5.	Bloomingdale’s Gift Card, LLC, an Ohio limited liability company 

  

	6.	Bloomingdale’s, Inc., an Ohio corporation 

  

	7.	Bloomingdale’s, LLC, an Ohio limited liability company 

  

	8.	Central Regional Claims Corporation, a Texas corporation 

  

	9.	Charleston Stores Corporation, an Indiana corporation 

  

	10.	Dayton’s Iron Horse Liquors, Inc., a Minnesota corporation 

  

	11.	Jordan Servicenter, Inc., a Delaware corporation 

  

	12.	Kaufmann’s Carousel, Inc., a Delaware corporation 

  

	13.	Laurel Plaza Development I, Inc., a Delaware corporation 

  

	14.	Macy’s California Realty, LLC, a Delaware limited liability company 

  

	15.	Macy’s Central, LLC, an Ohio limited liability company 

  

	16.	Macy’s Corporate Services, Inc., a Delaware corporation 

  

	17.	Macy’s Credit and Customer Services, Inc., an Ohio corporation 

  

	18.	Macy’s Department Stores, Inc., an Ohio corporation 

  

	19.	Macy’s East, LLC, an Ohio limited liability company 

  

	20.	Macy’s Florida Stores, LLC, an Ohio limited liability company 

  

	21.	Macy’s Florida, LLC, an Ohio limited liability company 

  

	22.	Macy’s GC Sales, Inc., and Ohio corporation 

  

	23.	Macy’s Gift Card, LLC, an Ohio limited liability company 

  

	24.	Macy’s Hamilton By Appointment, Inc., a Delaware corporation 

  

	25.	Macy’s Home Store, LLC, an Ohio limited liability company 

  

	26.	Macy’s Insurance, Inc., an Ohio corporation 

  

	27.	Macy’s Merchandising Group International, LLC, a Delaware limited liability company 

  

	28.	Macy’s Systems and Technology, Inc., a Delaware corporation 

  

	29.	Macy’s Systems Leasing, Inc., a Delaware corporation 

  

	30.	Macy’s Texas, Inc., a Delaware corporation 

  

	31.	Macy’s West, LLC, an Ohio limited liability company 

  

	32.	Macys.com, Inc., a New York corporation 

  

	33.	Marshall Field’s Chicago, Inc., a Delaware corporation 

  

	34.	May Company Montgomery Condominium LLC, a Maryland limited liability company 

  

	35.	May Credit Corporation, a Delaware corporation 

  

	36.	May Properties of Maryland, Inc., a Delaware corporation 

  

	37.	May Stores IV, Inc., a Delaware corporation 

  

	38.	May Stores VIII, Inc., a Delaware corporation 

  

	39.	Mayfair Wine & Liquor Shop, Inc., a Wisconsin corporation 

  

	40.	McIre One, Inc., a Delaware corporation 











	41.	MF Distribution Center of Illinois LLC, a Delaware limited liability company 

  

	42.	MF Fargo-Grand Forks-Bismarck Stores LLC, a Delaware limited liability company 

  

	43.	MF Grape-Coldwater Stores LLC, a Delaware limited liability company 

  

	44.	Minooka Exchange, LLC, an Ohio limited liability company 

  

	45.	MOA Rest, Inc., a Minnesota corporation 

  

	46.	Nimbus Store LLC, a Delaware limited liability company 

  

	47.	Nutmeg Acquisition Corporation, a Connecticut corporation 

  

	48.	OBP, LLC, a Tennessee limited liability company 

  

	49.	R.H. Macy Holdings (HK), Ltd., a Delaware corporation 

  

	50.	R.H. Macy Warehouse (HK), Ltd., a Delaware corporation 

  

	51.	Rooftop, Inc., a Minnesota corporation 

  

	52.	Silver Spring Condo Corporation, a Delaware corporation 

  

	53.	Southdale Stores LLC, a Delaware limited liability company 

  

	54.	SWDC Investment Company, a Connecticut corporation 

  

	55.	Walden Stores Corporation, an Indiana corporation 










 EXHIBIT A 
  
  
  
 AMENDED AND RESTATED CREDIT AGREEMENT 
 dated
as of 
 August 30, 2007 
 As
Amended and Restated 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 Lenders Party Hereto 
 JPMORGAN CHASE BANK, N.A. 
 and 
 BANK OF AMERICA, N.A., 
 as Administrative Agents 
 and 
 JPMORGAN CHASE BANK, N.A., 

as Paying Agent 
  
  
 J.P. MORGAN SECURITIES INC.

 and 
 BANC OF AMERICA
SECURITIES LLC, 
 as Joint Bookrunners and Joint Lead Arrangers 
  
  
  









 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
			
		  	ARTICLE I	  	
			
		  	Definitions	  	
			
	SECTION 1.01.	  	Defined Terms	  	1
	SECTION 1.02.	  	Classification of Loans and Borrowings	  	20
	SECTION 1.03.	  	Terms Generally	  	20
	SECTION 1.04.	  	Accounting Terms; GAAP	  	20
	SECTION 1.05.	  	Amendment and Restatement	  	20
			
		  	ARTICLE II	  	
			
		  	The Credits	  	
			
	SECTION 2.01.	  	Commitments	  	21
	SECTION 2.02.	  	Loans and Borrowings	  	21
	SECTION 2.03.	  	Requests for Revolving Borrowings	  	22
	SECTION 2.04.	  	Competitive Bid Procedure	  	23
	SECTION 2.05.	  	Swingline Loans	  	25
	SECTION 2.06.	  	Letters of Credit	  	26
	SECTION 2.07.	  	Funding of Borrowings	  	33
	SECTION 2.08.	  	Interest Elections	  	33
	SECTION 2.09.	  	Termination and Reduction of Commitments	  	34
	SECTION 2.10.	  	Repayment of Loans; Evidence of Debt	  	35
	SECTION 2.11.	  	Prepayment of Loans	  	36
	SECTION 2.12.	  	Fees	  	37
	SECTION 2.13.	  	Interest	  	38
	SECTION 2.14.	  	Alternate Rate of Interest	  	39
	SECTION 2.15.	  	Increased Costs	  	39
	SECTION 2.16.	  	Break Funding Payments	  	40
	SECTION 2.17.	  	Taxes	  	41
	SECTION 2.18.	  	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	42
	SECTION 2.19.	  	Mitigation Obligations; Replacement of Lenders	  	44
	SECTION 2.20.	  	Increase in Commitments	  	45
	SECTION 2.21.	  	Currency Fluctuations	  	46
	SECTION 2.22.	  	Extension of Maturity Date	  	46
	SECTION 2.23.	  	Defaulting Lenders	  	47











					
			
		  	ARTICLE III	  	
			
		  	Representations and Warranties	  	
			
	SECTION 3.01.	  	Organization	  	48
	SECTION 3.02.	  	Powers; Authorization; No Conflicts; Enforceability	  	48
	SECTION 3.03.	  	Approvals	  	48
	SECTION 3.04.	  	Financial Condition; No Material Adverse Change	  	48
	SECTION 3.05.	  	Litigation	  	49
	SECTION 3.06.	  	Investment Company Status	  	49
	SECTION 3.07.	  	ERISA	  	49
	SECTION 3.08.	  	Bloomingdale’s Lease	  	49
			
		  	ARTICLE IV	  	
			
		  	Conditions	  	
			
	SECTION 4.01.	  	Effective Date	  	50
	SECTION 4.02.	  	Each Credit Event	  	50
			
		  	ARTICLE V	  	
			
		  	Affirmative Covenants	  	
			
	SECTION 5.01.	  	Financial Statements; Ratings Change and Other Information	  	50
	SECTION 5.02.	  	Existence	  	52
	SECTION 5.03.	  	Payment of Obligations	  	53
	SECTION 5.04.	  	Maintenance of Properties; Insurance	  	53
	SECTION 5.05.	  	Books and Records; Inspection Rights	  	53
	SECTION 5.06.	  	Compliance with Laws	  	53
	SECTION 5.07.	  	Use of Proceeds and Letters of Credit	  	53
	SECTION 5.08.	  	Additional Subsidiaries; Reinstatement of Guarantees	  	54
	SECTION 5.09.	  	Corporate Existence; Inventory Recordkeeping	  	54
			
		  	ARTICLE VI	  	
			
		  	Negative Covenants	  	
			
	SECTION 6.01.	  	Subsidiary Indebtedness	  	55
	SECTION 6.02.	  	Liens	  	56
	SECTION 6.03.	  	Fundamental Changes; Conduct of Business	  	57
	SECTION 6.04.	  	Sale and Leaseback Transactions	  	58
	SECTION 6.05.	  	Leverage Ratio	  	58
	SECTION 6.06.	  	Interest Coverage Ratio	  	58
	SECTION 6.07.	  	Subsidiary Loan Parties	  	59

  

 2 









					
	SECTION 6.08.	  	Restricted Payments	  	59
	SECTION 6.09.	  	Restricted Agreements	  	60
	SECTION 6.10.	  	Bloomingdale’s.	  	60
			
		  	ARTICLE VII	  	
			
		  	Events of Default	  	
			
		  	ARTICLE VIII	  	
			
		  	The Agents	  	
			
		  	ARTICLE IX	  	
			
		  	Miscellaneous	  	
			
	SECTION 9.01.	  	Notices	  	65
	SECTION 9.02.	  	Waivers; Amendments	  	66
	SECTION 9.03.	  	Expenses; Indemnity; Damage Waiver	  	67
	SECTION 9.04.	  	Successors and Assigns	  	69
	SECTION 9.05.	  	Survival	  	72
	SECTION 9.06.	  	Counterparts; Integration; Effectiveness	  	72
	SECTION 9.07.	  	Severability	  	72
	SECTION 9.08.	  	Right of Setoff	  	72
	SECTION 9.09.	  	Governing Law; Jurisdiction; Consent to Service of Process	  	73
	SECTION 9.10.	  	WAIVER OF JURY TRIAL	  	73
	SECTION 9.11.	  	Headings	  	74
	SECTION 9.12.	  	Confidentiality	  	74
	SECTION 9.13.	  	Interest Rate Limitation	  	74
	SECTION 9.14.	  	Patriot Act	  	75
	SECTION 9.15.	  	Conversion of Currencies	  	75

 SCHEDULES: 
 Schedule 2.01— Commitments 
 Schedule 6.01 — Existing Indebtedness 
 Schedule 6.02 — Existing Liens 
 Schedule 6.09 — Existing Restrictions 
 EXHIBITS: 
 Exhibit A — Form of Assignment and
Assumption 
  

 3 








 AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 30, 2007, as amended and restated 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 LENDERS party hereto, JPMORGAN CHASE BANK, N.A. and BANK
OF AMERICA, N.A. as Administrative Agents and JPMORGAN CHASE BANK, N.A., as Paying Agent. 
 WHEREAS, pursuant to the Amendment and
Restatement Agreement (such term and other capitalized terms used herein, having the meanings set forth in Section 1.01 below), Parent and the Borrower have requested, and the Required Lenders have agreed, upon the terms and subject to the
conditions set forth therein, that the Existing Credit Agreement be amended and restated in its entirety as provided herein effective as provided in the Amendment and Restatement Agreement; 
 NOW, THEREFORE, the parties hereto agree as follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Acquisition” means the acquisition of May by Federated Department Stores, Inc. (now known as Macy’s, Inc.) pursuant to the Merger
Agreement, which resulted in the Borrower becoming a direct, wholly owned subsidiary of Parent. 
 “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate. 
 “Administrative Agent” means each of JPMorgan Chase Bank, N.A. and Bank of America, N.A., each in its
capacity as administrative agent for the Lenders hereunder and under the other Loan Documents. 
 “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Paying Agent. 









 “Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Agents” means the Paying Agent and each Administrative Agent. 
 “Alternate Base Rate” means, for
any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day
(or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, for purposes of calculating the Alternate Base Rate, the Adjusted LIBO Rate for any day shall be based on the
Reuters BBA Libor Rates page 3750 (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. 
 “Alternate Currency” means any currency other than dollars as to which a Spot Exchange Rate may be calculated. 
 “Alternate Currency Letter of Credit” means any Letter of Credit which provides for the payment of drawings in an Alternate Currency.

 “Amendment and Restatement Agreement” means the Amendment and Restatement Agreement dated as of December 18, 2008,
among Parent, the Borrower, the Lenders party thereto, the Administrative Agents and the Paying Agent. 
 “Applicable
Percentage” means, with respect to any Lender, the percentage of the Total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon
the Commitments most recently in effect, giving effect to any assignments. 
 “Applicable Rate” means, for any day, with
respect to any Eurodollar Revolving Loan or ABR Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread”
or “Commitment Fee Rate”, as the case may be, based upon the Public Debt Ratings in effect on such date: 
  

										
	 Public Debt Ratings
	  	Eurodollar
Spread	 	 	ABR
Spread	 	 	Commitment
Fee Rate	 
	 Level 1
 Greater than or equal to Baa2 and BBB
	  	2.75	% 	 	2.25	% 	 	0.50	% 
	 Level 2
 Baa3 and BBB-
	  	3.00	% 	 	2.50	% 	 	0.50	% 
	 Level 3
 Split rated between Level 2 and Level 4
	  	3.50	% 	 	3.00	% 	 	0.50	% 
	 Level 4
 Less than or equal to Ba1 and BB+
	  	4.00	% 	 	3.50	% 	 	0.625	% 

  

 2 








 For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a
Public Debt Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Level 4; (ii) if the Public Debt Ratings established or
deemed to have been established by Moody’s and S&P shall fall within different Levels then, except as contemplated by Level 3, the Applicable Rate shall be based on the lower of the two Public Debt Ratings unless one of the two Levels is
two or more Levels lower than the other, in which case the Applicable Rate shall be determined by reference to the Level next below that of the higher of the two Public Debt Ratings; and (iii) if the Public Debt Ratings established or deemed to
have been established by Moody’s and S&P shall be changed (other than as a result of a change in the ratings system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable
rating agency, irrespective of when notice of such change shall have been furnished pursuant to Section 5.01 or otherwise. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation. 
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Paying Agent, in
the form of Exhibit A or any other form approved by the Paying Agent. 
 “Augmenting Lender” has the meaning set forth
in Section 2.20(a). 
 “Availability Period” means the period from and including the Effective Date to but excluding
the earlier of the Maturity Date and the date of termination of the Commitments. 
 “Bloomingdale’s” means
Bloomingdale’s, Inc., an Ohio corporation, together with its successors and assigns. 
 “Bloomingdale’s Lease”
means the Amended and Restated Lease, dated as of February 1, 1998, between B. Bros. Realty Limited Partnership and Bloomingdale’s, as amended, waived or otherwise modified from time to time. 
 “Bloomingdale’s Parties” means Bloomingdale’s and any of its subsidiaries that are Subsidiary Loan Parties. 
  

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 “Board” means the Board of Governors of the Federal Reserve System of the United States
of America. 
 “Borrower” means Macy’s Retail Holdings, Inc. (formerly known as Federated Retail Holdings, Inc.), a New
York corporation. 
 “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date and as to which a single Interest Period is in effect or
(c) a Swingline Loan. 
 “Borrowing Request” means a request by the Borrower for a Revolving Borrowing in accordance
with Section 2.03. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market and (b) when used in connection with an Alternate Currency Letter of Credit, the term “Business Day” shall also exclude any day on which commercial banks in the principal
financial center (as determined by the Paying Agent) of such Alternate Currency are authorized or required by law to remain closed. 
 “Calculation Date” means the last Business Day of March, June, September and December of each year. 
 “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

 “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests of Parent; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent by Persons who were neither (i) nominated
by the board of directors of Parent nor (ii) appointed by directors so nominated; or (c) after the Effective Date the Borrower ceases to be a direct, wholly owned subsidiary of Parent. 
  

 4 








 “Change in Law” means (a) the adoption of any law, rule or regulation after the
Restatement Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or Issuing Bank (or,
for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement. 
 “Class”, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Competitive Loans or Swingline Loans. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 “Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such
Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant
to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount
of the Lenders’ Commitments is $2,000,000,000. 
 “Commitment Increase” has the meaning set forth in
Section 2.20(b). 
 “Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance with
Section 2.04. 
 “Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as
applicable, offered by the Lender making such Competitive Bid. 
 “Competitive Bid Request” means a request by the Borrower
for Competitive Bids in accordance with Section 2.04. 
 “Competitive Loan” means a Loan made pursuant to
Section 2.04. 
 “Consenting Lender” has the meaning set forth in Section 2.22(b). 
 “Consolidated EBITDA” means, for any period, (a) the sum of (without duplication and in the case of clauses (ii)-(viii) to the
extent deducted in calculating Consolidated Net Income) (i) Consolidated Net Income (or net loss), (ii) interest expense, (iii) income tax expense, (iv) depreciation expense, (v) amortization expense (including amortization
of (A) excess of cost over net assets acquired, (B) reorganization value in excess of amounts allocable to identifiable assets and (C) unearned restricted stock), (vi) non-cash charges for such period arising from impairment of
goodwill, impairment of intangibles or impairments/write downs of real estate or other long-term assets, (vii) extraordinary losses and (viii) non-recurring cash charges in an aggregate amount for all 

  

 5 








 
periods commencing on or after the Restatement Effective Date not to exceed $500,000,000 (and not more than 20% of which shall be inventory valuation
adjustments pursuant to clause (D) below), in respect of (A) store, corporate office and support function closings, eliminations, relocations and divisional realignments, (B) employee severance costs, (C) fees, costs and expenses
resulting from, or incurred in connection with, any of the foregoing, and (D) inventory valuation adjustments resulting from, or incurred in connection with, any of the foregoing, less (b) the sum of (i) non-recurring or extraordinary
gains, (ii) interest income and (iii) any payments made during such period that were deducted as a non-cash charge in a previous period pursuant to clause (a)(viii) above, in each case in clauses (a) and (b) of Parent and the
Subsidiaries, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Net Income” means, for any
period, the net income or loss of Parent and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Net Interest Expense” means, for any period, the amount (if any) by which (a) interest payable on all Indebtedness (including the interest component of Capitalized Lease Obligations, but excluding tender
premiums) and amortization of deferred financing fees and debt discount in respect of all Indebtedness exceeds (b) interest income, in each case in clauses (a) and (b), of Parent and the Subsidiaries, determined on a consolidated basis in
accordance with GAAP; provided that any write-ups or write-downs of long-term Indebtedness of May (including current portions) or its subsidiaries as a result of the Acquisition, and any related amortization expense resulting therefrom, shall
be disregarded for purposes of determining Consolidated Net Interest Expense. 
 “Consolidated Net Tangible Assets” means,
at any date of determination, (a) the aggregate amount of assets (less applicable reserves and other properly deductible items), minus (b) all current liabilities, minus (c) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, in each case in clauses (a), (b) and (c) of Parent and the Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that any write-ups or write-downs of
long-term Indebtedness of May (including current portions) or its subsidiaries as a result of the Acquisition, and any related amortization expense resulting therefrom, shall be disregarded for purposes of determining Consolidated Net Tangible
Assets. 
 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
 “Declining Lender” has the meaning set forth in Section 2.22(b). 
  

 6 








 “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means
any Lender, as determined by the Administrative Agents, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder,
(b) notified Parent, the Borrower, the Administrative Agents, an Issuing Bank, a Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement
to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agents,
to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans; provided that confirmation received by the
Administrative Agents beyond three Business Days shall remedy the default under this clause (c), (d) otherwise failed to pay over to the Administrative Agents or any other Lender any other amount required to be paid by it hereunder within three
Business Days of the date when due, unless the subject of a good faith dispute, or (e)(i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has
had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment. 
 “Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such
Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: 
 a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity
Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise; 
 b) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests
and cash in lieu of fractional shares of such Equity Interests); or 
 c) is redeemable (other than solely for Equity
Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the
option of the holder thereof. 
  

 7 








 “Documentary LC” means any letter of credit (other than a Letter of Credit) that is
issued by a Person that is not an Affiliate of Parent for the benefit of a supplier of inventory to Parent or any Subsidiary to effect payment for such inventory. 
 “dollars” or “$” refers to lawful money of the United States of America. 
 “Dollar Amount” means, with respect to any Alternate Currency Letter of Credit or LC Disbursement in respect thereof, the amount determined pursuant to Section 2.06(m). 
 “Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in dollars, such amount, and (b) with
respect to any amount in any Alternate Currency, the equivalent in dollars of such amount, determined by the Paying Agent pursuant to Section 2.21(a) using the relevant Dollar Amount. 
 “Effective Date” means August 30, 2007. 
 “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a
Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
 “ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with Parent, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and
Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 
 “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect
to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by Parent or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by Parent or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by Parent
or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by Parent or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from Parent or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

  

 8 








 “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the case of a Competitive Loan, the LIBO Rate). 
 “Event of Default” has the meaning assigned to such term in Article VII. 
 “Excluded Taxes” means, with respect to the Paying Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made
by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized
or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other
jurisdiction in which any Lender is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a).

 “Existing Credit Agreement” means the Amended and Restated Credit Agreement dated as of August 30, 2007, 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. 
 “Existing Indebtedness” has the meaning assigned to such term in Section 6.01(b). 
 “Existing Letter of Credit” means any letter of credit issued for the account of Parent or the Borrower and outstanding on the Effective
Date under the Original Credit Agreement; provided that (a) the issuer of such letter of credit is a Lender and such Lender becomes an Issuing Bank under this Agreement pursuant to Section 2.06 and (b) Parent or the Borrower
and such Lender consent to such letter of credit becoming a Letter of Credit. 
 “Existing Maturity Date” has the meaning
set forth in Section 2.22(c). 
 “Extension Date” has the meaning set forth in Section 2.22(b). 
  

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 “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Paying Agent
from three Federal funds brokers of recognized standing selected by it. 
 “Financial Officer” means the chief financial
officer, principal accounting officer, treasurer or controller of Parent or the Borrower, as applicable. 
 “Fixed Rate”
means, with respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid. 
 “Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate. 
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located.
For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “GAAP” means generally accepted accounting principles in the United States of America. 
 “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 
 “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term
Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 
  

 10 








 “Guarantee Agreement” means the Amended and Restated Guarantee Agreement among the
Guarantors, the Borrower and the Paying Agent substantially in the form of Exhibit B to the Amendment and Restatement Agreement. 
 “Guarantors” means, as of any date, Parent and each Subsidiary Loan Party that is a party to the Guarantee Agreement as a guarantor thereunder as of such date. 
 “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments (other than performance, surety and appeals bonds arising in the ordinary course of business), (c) all obligations of such Person upon which interest
charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred
purchase price of property or services (other than obligations for property (excluding real property, capital stock and property subject to capital leases) and services purchased, and expense accruals and deferred compensation items arising in the
ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person,
whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such
Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor under applicable law as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 
 “Initial Loans” has the meaning set
forth in Section 2.20(b). 
 “Interest Coverage Ratio” means, at any date of determination, the ratio of
(a) Consolidated EBITDA for the Measurement Period then most recently ended to (b) Consolidated Net Interest Expense for such Measurement Period. 
 “Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08. 
 “Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June,
September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three
months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day 

  

 11 








 
of such Interest Period, (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is
a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs
at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing and (d) with respect
to any Swingline Loan, the day that such Loan is required to be repaid. 
 “Interest Period” means (a) with respect to
any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is seven days or one, two, three or six months thereafter, as the Borrower may elect and
(b) with respect to any Fixed Rate Borrowing, the period (which shall not be less than seven days or more than 180 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request;
provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding
Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
 “Inventory Ratio” means, as of any date, the ratio of (a) the aggregate amount of inventory directly owned by the Subsidiary Loan
Parties as of such date, in the amount that would be reflected on a balance sheet prepared as of such date in accordance with GAAP to (b) the aggregate amount of inventory owned by Parent and the Subsidiaries as of such date, in the amount that
would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP; provided that, to the extent that the amount of inventory owned directly by the Bloomingdale’s Parties exceeds the maximum
liability of the Bloomingdale’s Parties with respect to the Obligations pursuant to the Guarantee Agreement as of the relevant date of determination, such excess shall be excluded for purposes of determining each of the amounts pursuant to
clause (a) and clause (b) above. 
 “Issuing Bank” means, as the context may require, (a) JPMorgan Chase
Bank, N.A., (b) Bank of America, N.A., and (c) any other Lender that becomes an Issuing Bank pursuant to Section 2.06(k), in each case, in its capacity as an issuer of Letters of Credit hereunder, and each such Person’s
successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 
  

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 “LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of
Credit. 
 “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. In the case of any Alternate Currency Letters of Credit or any LC Disbursement in respect
thereof, the LC Exposure attributable thereto shall be the Dollar Amount thereof. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. 
 “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes each Swingline Lender. 
 “Letter of Credit” means each Existing Letter of Credit and any letter of credit issued pursuant to this Agreement. 
 “Leverage Ratio” means, at any date of determination, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated
EBITDA for the Measurement Period (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of Parent most recently ended prior to such date). 
 “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters BBA Libor Rates Page
3750 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Paying Agent from
time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the
rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest
Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Paying Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. 
 “Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or 

  

 13 








 
title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 
 “Loan Documents” means this Agreement, the Guarantee Agreement and the Amendment and Restatement Agreement. 
 “Loan Parties” means Parent, the Borrower and the Subsidiary Loan Parties. 
 “Loans” means the
loans made by the Lenders to the Borrower pursuant to this Agreement. 
 “Margin” means, with respect to any Competitive
Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid. 
 “Material Adverse Effect” means an effect that causes or results in or has a reasonable
likelihood of causing or resulting in any material adverse change in (a) the business, condition (financial or otherwise), operations, performance or properties of Parent and the Subsidiaries, taken as a whole, (b) the rights and remedies
of any Agent or any Lender under any Loan Document, (c) the ability of the Loan Parties, taken as a whole, to perform their obligations under any Loan Document or (d) the legality, validity or enforceability of any Loan Document.

 “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one
or more Swap Agreements, of any one or more of Parent and its Subsidiaries in an aggregate principal amount exceeding $150,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Parent or
any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

 “Material Subsidiary” means, as of any date of determination, (a) the Borrower and (b) any other Subsidiary
having (i) assets with a value of not less than 5% of the total value of the assets of Parent and its consolidated subsidiaries, taken as a whole, or (ii) Consolidated EBITDA of not less than 5% of the Consolidated EBITDA of Parent and its
consolidated subsidiaries, taken as a whole, in each case as of the end of or for the most recently completed fiscal year of Parent. 
 “Maturity Date” means the date that is five years after the Effective Date, subject to extension pursuant to Section 2.22; provided that, if such date is not a Business Day, then the Maturity Date shall be the
next succeeding Business Day. 
  

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 “Maturity Date Extension Request” has the meaning set forth in Section 2.22(a).

 “May” means The May Department Stores Company, a Delaware corporation. 
 “Measurement Period” means, as of any date of determination, the period of four fiscal quarters of Parent then most recently ended on or
prior to such date of determination. 
 “Merger Agreement” means the Agreement and Plan of Merger dated as of
February 27, 2005, by and among Federated Department Stores, Inc. (now known as Macy’s, Inc.), Milan Acquisition Corp., a Delaware corporation, and May. 
 “Minor Subsidiary” means any Subsidiary that is not a Material Subsidiary. 
 “Moody’s” means Moody’s Investors Service, Inc. or any successor thereto. 
 “Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 
 “Obligations” has the meaning
assigned to such term in the Guarantee Agreement. 
 “Original Credit Agreement” means the Amended and Restated Credit
Agreement dated as of August 30, 2006, 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. 
 “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document. 
 “Parent” means Macy’s, Inc. (formerly known as Federated Department Stores, Inc.), a Delaware corporation. 
 “Participant” has the meaning set forth in Section 9.04. 
 “Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)). 
 “Paying Agent” means JPMorgan Chase Bank, N.A., in its capacity as paying agent for the Lenders hereunder and under the other Loan
Documents. 
  

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 “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions. 
 “Permitted Encumbrances” means: 
 (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.03; 
 (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law,
arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in good faith by proper proceedings; 
 (c) Liens (if any) arising by operation of law and pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance, old-age pensions and other social security laws or regulations; 
 (d)
deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 
 (e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and

 (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in
the ordinary course of business that do not materially detract from the value of the affected property to Parent or any Subsidiary or interfere with the ordinary conduct of business of Parent or any Subsidiary; 
 provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness. 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Prime Rate” means the rate of interest
per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective. 
  

 16 








 “Pro Forma Basis” means (a) with respect to compliance with Section 6.05, that
such compliance shall be determined as of the last day of the most recent Measurement Period as though Total Indebtedness on such day were equal to Total Indebtedness on the date of the relevant Restricted Payment (giving effect to any Indebtedness
being incurred on such date) and (b) with respect to compliance with Section 6.06, that such compliance shall be determined as of the last day of the most recent Measurement Period as though any and all Indebtedness incurred during the
period from the end of such Measurement Period to and including the date of the relevant Restricted Payment in order to (directly or indirectly) finance any Restricted Payment had been incurred on the first day of such Measurement Period and
remained outstanding during such Measurement Period. 
 “Public Debt Ratings” means, as of any date of determination
(a) Parent’s “Senior Unsecured Rating” most recently announced by Moody’s and (b) Parent’s “Corporate Credit Rating” most recently announced by S&P. If Moody’s or S&P shall change the basis
on which such ratings are established, then the foregoing references shall be to the then equivalent rating by Moody’s or S&P, as the case may be, as determined by the Paying Agent. 
 “Register” has the meaning set forth in Section 9.04. 
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates. 
 “Required Lenders” means, at any time,
Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due
and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII and the Commitments expire or terminate, the outstanding Competitive Loans of the Lenders shall be included in their respective
Revolving Credit Exposures in determining the Required Lenders. 
 “Reset Date” has the meaning set forth in
Section 2.21(a). 
 “Responsible Officer” means any executive officer of Parent or any Subsidiary or any other officer
of Parent or any Subsidiary responsible for overseeing or reviewing compliance with this Agreement or any other Loan Document. 
 “Restatement Effective Date” has the meaning set forth in the Amendment and Restatement Agreement. 
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Parent, the Borrower or any other Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interests in Parent, the Borrower or any other Subsidiary.

  

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 “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time. 
 “Revolving Loan” means a Loan made pursuant to Section 2.03. 
 “S&P” means
Standard & Poor’s Ratings Service or any successor thereto. 
 “Spot Exchange Rate” means, on any day, with
respect to any Alternate Currency in which an Alternate Currency Letter of Credit (or LC Disbursement thereunder) is denominated, the spot rate at which dollars are offered on such day by the applicable Issuing Bank (or the Paying Agent, in the case
of determinations made by it) in London (or, in its discretion, any other city in which it conducts its foreign exchange activities in such Alternate Currency) for such Alternate Currency at approximately 11:00 a.m. (local time in London or such
other city). 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one
and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Paying Agent is
subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed
to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
 “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or
one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 
 “Subsidiary” means
any subsidiary of Parent. 
 “Subsidiary Loan Party” means any subsidiary of the Borrower that is organized under the laws
of the United States of America or any State thereof or the District of Columbia. 
  

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 “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors,
officers, employees or consultants of Parent or the Subsidiaries shall be a Swap Agreement. 
 “Swingline Exposure” means,
at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time. 
 “Swingline Lender” means, as the context may require, (a) JPMorgan Chase Bank, N.A., (b) Bank of America, N.A., and
(c) any other Lender that becomes a Swingline Lender pursuant to Section 2.05(d), in each case in its capacity as lender of Swingline Loans hereunder. 
 “Swingline Loan” means a Loan made pursuant to Section 2.05. 
 “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. 
 “Total Commitments” means, at any time, the aggregate amount of the Lenders’ Commitments at such time. 
 “Total Indebtedness” means, as of any date, the aggregate principal amount of Indebtedness of Parent and the Subsidiaries outstanding as
of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP; provided that any write-ups or write-downs of long-term Indebtedness (including current portions)
of May or its subsidiaries as a result of the Acquisition shall be disregarded. 
 “Trade Letter of Credit” means any Letter
of Credit that is issued for the benefit of a supplier of inventory to Parent or any Subsidiary to effect payment for such inventory, the conditions to drawing under which include the presentation to the applicable Issuing Bank of negotiable bills
of lading, invoices and related documents sufficient, in the judgment of such Issuing Bank, to create a valid and perfected lien on or security interest in such inventory, bills of lading, invoices and related documents in favor of such Issuing
Bank. 
 “Transactions” means the execution, delivery and performance by each Loan Party of the Loan Documents to which it
is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 
 “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a Fixed Rate. 
  

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 “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 SECTION 1.02.
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type
(e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type
(e.g., a “Eurodollar Revolving Borrowing”). 
 SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 SECTION 1.04.
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies
the Paying Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Paying Agent
notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 
 SECTION 1.05. Amendment and Restatement. (a) Upon the Restatement Effective Date, this Agreement amends, restates and supersedes in its
entirety the Existing Credit Agreement. 
  

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 (b) This Agreement is given in substitution of the Existing Credit Agreement and not as payment of any of
the obligations of the Borrower thereunder, and is in no way intended to constitute a novation of the Existing Credit Agreement. 
 (c) This
Agreement amends, restates and supersedes only the Existing Credit Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement
executed and/or delivered in connection with the Existing Credit Agreement. 
 ARTICLE II 
 The Credits 
 SECTION 2.01.
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in
(a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the Total
Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. 
 SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments.
Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. 
 (b) Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
request in accordance herewith, and (ii) each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at
its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement. 
 (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of
$5,000,000 and not less than 

  

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$5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Commitments
or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each request for a Competitive Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$10,000,000. Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at
any time be more than a total of ten Eurodollar Revolving Borrowings outstanding. 
 (d) Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
 SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Paying Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York
City time on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m.,
New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Paying Agent of a written Borrowing Request in a form approved
by the Paying Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following the information in compliance with Section 2.02: 
 (i) aggregate amount of the requested Borrowing; 
 (ii) the date of such Borrowing, which shall be a Business Day; 
 (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 
 (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”; and 
 (v) the location and number of the Borrower’s account to
which funds are to be disbursed, which shall comply with the requirements of Section 2.07. 
 If no election as to the Type of Revolving Borrowing is
specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of
one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Paying Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the
requested Borrowing. 
  

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 SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and conditions set forth
herein, from time to time during the Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the Total Commitments. To request Competitive Bids, the Borrower shall notify the Paying Agent of such request by telephone,
in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days
after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request
shall be confirmed promptly by hand delivery or telecopy to the Paying Agent of a written Competitive Bid Request in a form approved by the Paying Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall
specify the following information in compliance with Section 2.02: 
 (i) the aggregate amount of the requested
Borrowing; 
 (ii) the date of such Borrowing, which shall be a Business Day; 
 (iii) whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; 
 (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term
“Interest Period”; and 
 (v) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.07. 
 Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Paying Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. 
 (b) Each Lender may (but shall not have any obligation to) make one or more irrevocable Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Paying
Agent and must be received by the Paying Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case
of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Paying Agent may be rejected by the Paying
Agent, and the Paying Agent shall 

  

 23 








 
notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of
$5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive
Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and
the last day thereof. 
 (c) The Paying Agent shall notify the Borrower by telecopy of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before the proposed
date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the proposed date of such Competitive Borrowing. 
 (d) Subject only to the provisions of this paragraph, the Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Paying Agent
by telephone, confirmed by telecopy in a form approved by the Paying Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 1:00 p.m., New York
City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided that
(i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower rejects a
Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive
Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a
minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan
may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts
shall be rounded to integral multiples of $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. 
  

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 (e) The Paying Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive
Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive
Bid has been accepted. 
 (f) If the Paying Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such
Competitive Bid directly to the Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Paying Agent pursuant to paragraph (b) of this Section. 

SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline
Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000 or
(ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the Total Commitments; provided that a Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. 
 (b) To request a Swingline Loan, the Borrower shall notify the Paying Agent of such request by telephone (confirmed by telecopy), not later than 12:00
noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Swingline Lender from
which such Swingline Loan is requested. The Paying Agent will promptly advise the applicable Swingline Lender of any such notice received from the Borrower. Such Swingline Lender shall make each Swingline Loan available to the Borrower by means of a
credit to the general deposit account of the Borrower with such Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable
Issuing Bank) as promptly as practicable, but no later than 3:00 p.m., New York City time, on the requested date of such Swingline Loan. 
 (c) A Swingline Lender may by written notice given to the Paying Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of its
Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Paying Agent will give notice thereof to each Lender, specifying in such
notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Paying Agent, for the account of the applicable
Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including 

  

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the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such
Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Paying Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders. The
Paying Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Paying Agent and not to the applicable Swingline
Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Paying Agent; any such amounts received by the Paying Agent shall be promptly remitted by the Paying Agent to the Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their
interests may appear; provided that any such payment so remitted shall be repaid to the applicable Swingline Lender or to the Paying Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any
reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. 
 (d) Any Lender may at any time become a Swingline Lender hereunder by written agreement between the Borrower and such Lender, subject to notice to, and the consent of, the Paying Agent, which consent shall not
unreasonably be withheld. From and after the effective date of any such Lender becoming a Swingline Lender, such Lender shall have the rights and obligations of a Swingline Lender under this Agreement. 
 SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit for its own account, in a form reasonably acceptable to the Paying Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit,
the terms and conditions of this Agreement shall control. On the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit for all purposes hereof and shall be deemed to have been issued hereunder on the Effective Date.
All Letters of Credit shall provide for drawings thereunder to be denominated in dollars except as provided for Alternate Currency Letters of Credit pursuant to Section 2.06(m). 
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing


  

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Bank (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit, and such Issuing
Bank shall promptly deliver a copy of such notice by telecopy to the Paying Agent. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $1,000,000,000, (ii) the portion of the LC Exposure attributable to Alternate Currency Letters of Credit shall not exceed
$100,000,000 and (iii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the Total Commitments. 
 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after
the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank in respect of such Letter of Credit hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of
Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay
to the Paying Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason (subject to Section 2.06(m), in the case of Alternate Currency Letters of Credit). Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. On the Effective Date and without any further action
by any party hereto, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from such Issuing Bank, a participation in each such Existing Letter
of Credit in accordance with the foregoing provisions of this paragraph (d). 
  

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 (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the Paying Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have
received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on
(i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of receipt; provided that in the case of a LC Disbursement in respect of an Alternate Currency Letter of Credit, the times of day referred to above in this clause
(e) shall be deemed to be the local time at the place of payment; provided further that, if such LC Disbursement is denominated in dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged
and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Paying Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice (but subject to Section 2.06(m), in the case of Alternate Currency Letters of Credit), each Lender shall pay to the Paying Agent its
Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Paying Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Paying Agent of any payment from the Borrower pursuant to this
paragraph, the Paying Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan
and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. 
 (f) Obligations Absolute. The
Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, 

  

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fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter
of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Paying Agent, the Lenders nor any Issuing Bank, nor any of their Related
Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in
the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing
Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. Unless otherwise separately agreed in writing between the Borrower and the applicable Issuing
Bank, (A) the parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of such Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have
exercised care in each such determination, and (B) in furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, such Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the
contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing
Bank shall promptly notify the Paying Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give
or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement. 
 (h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount
thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement 

  

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when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the
account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be for the account of such Lender to
the extent of such payment. 
 (i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement
among the Borrower, the Paying Agent, the replaced Issuing Bank and the successor Issuing Bank. An Issuing Bank’s obligations to issue additional Letters of Credit hereunder may be terminated at any time by written agreement among the Borrower,
the Paying Agent and such Issuing Bank; provided that after giving effect thereto there is at least one remaining Issuing Bank obligated to issue Letters of Credit. The Paying Agent shall notify the Lenders of any such replacement or
termination of an Issuing Bank. At the time any such replacement or termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced or terminated Issuing Bank pursuant to Section 2.12(b). From
and after the effective date of any such replacement, the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter. After the
replacement or termination of an Issuing Bank hereunder, the replaced or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such replacement or termination, but shall not be required to issue additional Letters of Credit. 
 (j) Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Paying Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Paying Agent, in the name of the Paying Agent and for the benefit
of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to either Loan Party described in clause (h) or (i) of Article VII. Such deposit shall be held by the
Paying Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Paying Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Paying Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Paying Agent to reimburse any Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing


  

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greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have
been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that,
after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Default shall have occurred and be continuing. 
 (k) Additional Issuing Banks. Any Lender may at any time become an Issuing Bank hereunder by written agreement between the Borrower and such Lender, subject to notice to the Paying Agent. From and after the
effective date of any such Lender becoming an Issuing Bank, such Lender shall have the rights and obligations of an Issuing Bank under this Agreement. Any Lender that becomes an Issuing Bank shall not cease to be an Issuing Bank hereunder if it
later ceases to be a Lender hereunder. 
 (l) Certain Notices by Issuing Banks. Each Issuing Bank that is not the same Person as the
Person serving as the Paying Agent shall notify the Paying Agent of (i) the currency, amount (including the Dollar Amount thereof in the case of Alternate Currency Letters of Credit) and expiration date of each Letter of Credit issued by such
Issuing Bank at or prior to the time of issuance thereof (or in the case of an Existing Letter of Credit, such notice shall be provided on the Effective Date), (ii) any amendment or modification to, or LC Disbursement under, any such Letter of
Credit at or prior to the time of such amendment, modification or LC Disbursement and (iii) any termination, surrender, cancellation or expiry of any such Letter of Credit at or prior to the time of such termination, surrender, cancellation or
expiration. 
 (m) Alternate Currency Letters of Credit. Subject to the terms and conditions set forth herein, the other conditions
applicable to the issuance of Letters of Credit hereunder and the approval of the applicable Issuing Bank, the Borrower may request the issuance of Alternate Currency Letters of Credit. Upon the issuance of any Alternate Currency Letter of Credit,
and so long as any Alternate Currency Letter of Credit remains outstanding, the following provisions shall apply: 
 (i) For
purposes of determining the total LC Exposure at any time and for purposes of calculating fees payable under Sections 2.12(b) and (c), the amount of any Alternate Currency Letter of Credit and of any LC Disbursements in respect thereof shall be
deemed to be, as of any date of determination, the Dollar Amount thereof at such date. The initial Dollar Amount of any Alternate Currency Letter of Credit shall be determined by the applicable Issuing Bank on the date of issuance thereof and
adjusted from time to time thereafter, in each case, as provided below. The Dollar Amount of each Alternate Currency Letter of Credit outstanding shall be adjusted by the applicable Issuing Bank on each Calculation Date as provided in
Section 2.21(a). If an LC Disbursement is made by the Issuing Bank under any Alternate Currency Letter of Credit, the Dollar Amount of such 

  

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LC Disbursement shall be determined by such Issuing Bank on the date that such LC Disbursement is made. The applicable Issuing Bank shall make each such
determination to be made by it by calculating the amount in dollars that would be required in order for such Issuing Bank to purchase an amount of the applicable Alternate Currency equal to the amount of the relevant Alternate Currency Letter of
Credit or unpaid LC Disbursement, as the case may be, on the date of determination at the Spot Exchange Rate with respect to such Alternate Currency on such date of determination. Each applicable Issuing Bank shall notify the Paying Agent and the
Borrower promptly of each such Dollar Amount determined by it, on the date that such determination is required to be made. 
 (ii) Subject to paragraph (iv) below, the obligation of the Borrower to reimburse the applicable Issuing Bank for any LC Disbursement under any Alternate Currency Letter of Credit, and to pay interest thereon, shall be payable only in
the Alternate Currency in which such LC Disbursement is made, and shall not be discharged by paying an amount in dollars or any other currency; provided that the applicable Issuing Bank may agree, in its sole discretion, to accept
reimbursement in another currency, but any such agreement shall not affect the obligations of the Lenders or the Borrower under paragraphs (iii) and (iv) below if such reimbursement is not actually made to the applicable Issuing Bank when
due. 
 (iii) The obligation of each Lender under paragraphs (d) and (e) of this Section to pay its Applicable
Percentage of any unpaid LC Disbursement under any Alternate Currency Letter of Credit shall be payable only in dollars and shall be in an amount equal to such Applicable Percentage of the Dollar Amount of such unpaid drawing determined as provided
in paragraph (i) above. Under no circumstances shall the provisions hereof permitting the issuance of Letters of Credit in an Alternate Currency be construed, by implication or otherwise, as imposing any obligation upon any Lender to make any
Loan or other payment under the Loan Documents, or to accept any payment from the Borrower in respect of any unreimbursed LC Disbursement, in any currency other than dollars, it being understood that the parties intend all payments of Indebtedness
created under the Loan Documents to be denominated and payable only in dollars except as expressly provided in paragraph (ii) above and in Section 2.18(a). 
 (iv) If and to the extent that any Lender pays its Applicable Percentage of any unreimbursed LC Disbursement under any Alternate Currency
Letter of Credit, then, notwithstanding clause (ii) above, the obligation of the Borrower to reimburse the portion of such unreimbursed LC Disbursement funded by such Lender shall be converted to, and shall be payable only in, dollars (in an
amount equal to the dollar amount funded by such Lender as provided above) and shall not be discharged by paying an amount in any other currency. Interest accrued on such unreimbursed LC Disbursement to and excluding the date of such payment by such
Lender shall be for the account of the applicable Issuing Bank and be payable in the applicable Alternate Currency, but interest thereafter shall accrue on the dollar amount owed to such Lender and shall be payable in dollars. 
  

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 SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Paying Agent most recently designated by it for such purpose by notice to the Lenders; provided
that Swingline Loans shall be made as provided in Section 2.05. The Paying Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the
Paying Agent in New York City and designated by the Borrower in the applicable Borrowing Request or Competitive Bid Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in
Section 2.06(e) shall be remitted by the Paying Agent to the applicable Issuing Bank. 
 (b) Unless the Paying Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Paying Agent such Lender’s share of such Borrowing, the Paying Agent may assume that such Lender has made such share available on
such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Paying Agent, then the applicable Lender and the Borrower severally agree to pay to the Paying Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Paying Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Paying Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Paying Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing. 
 SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to
Competitive Borrowings or Swingline Borrowings, which may not be converted or continued. 
 (b) To make an election pursuant to this Section,
the Borrower shall notify the Paying Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to
be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Paying Agent of a written Interest Election Request in a form
approved by the Paying Agent and signed by the Borrower. 
  

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 (c) Each telephonic and written Interest Election Request shall specify the following information in
compliance with Section 2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and 
 (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto
after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 
 If any such Interest
Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 
 (d) Promptly following receipt of an Interest Election Request, the Paying Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing. 
 (e) If the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.
Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Paying Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing
(i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto. 
 SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously terminated, the
Commitments shall terminate on the Maturity Date. 
  

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 (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided
that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the Total Commitments. 
 (c) The Borrower shall notify the Paying Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least
three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Paying Agent shall advise the Lenders of the contents thereof.
Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Paying Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be
permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 
 SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Paying Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on
the Maturity Date, (ii) to the Paying Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan and (iii) to the applicable Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least four Business Days after such
Swingline Loan is made; provided that on each date that a Revolving Borrowing or Competitive Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding. 
 (b) 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 Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 
 (c) The Paying Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Paying Agent hereunder for the account of the Lenders and each Lender’s share
thereof. 
  

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 (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Paying Agent to maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 
 (e) Any Lender may request
that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Paying Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). 
 SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole
or in part, subject to prior notice in accordance with paragraph (c) of this Section; provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof. 
 (b) In the event that, on any Reset Date, the sum of the total Revolving Credit Exposures and the aggregate principal amount of outstanding Competitive
Loans exceeds 105% of the Total Commitments, then, within three Business Days after notice thereof to the Borrower from the Paying Agent, the Borrower shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash
collateral in an account with the Paying Agent pursuant to Section 2.06(j)) such that, after giving effect thereto, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans does not
exceed the Total Commitments. Solely for purposes of determining compliance with this paragraph, the total Revolving Credit Exposure shall be deemed reduced by the amount of cash collateral deposited with and held by the Paying Agent pursuant to
Section 2.05(j). 
 (c) The Borrower shall notify the Paying Agent (and, in the case of prepayment of a Swingline Loan, the applicable
Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of
prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than
12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Paying Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing 

  

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shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each
prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. 
 SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Paying Agent for the account of each Lender a commitment fee, which shall accrue at
the Applicable Rate on the average daily unused amount of the Commitment of such Lender during the period from and including Restatement Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be
payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Commitments, a Commitment of a Lender shall
be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). 
 (b) The Borrower agrees to pay (i) to the Paying Agent for the account of each Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans (or in the case of a Trade Letter of Credit, 50% of such Applicable Rate) on the average daily amount of
such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee separately agreed upon between the Borrower and such Issuing Bank. Participation fees accrued through and including the
last day of March, June, September and December of each year shall be payable on the fifth Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable
on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10
days after demand. All participation fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (c) The Borrower agrees to pay to the Paying Agent, for its own account or for the account of the Lenders, as applicable, fees payable in the amounts and
at the times separately agreed upon between the Borrower and the Paying Agent. 
  

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 (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the
Paying Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees, participation fees and other fees separately agreed upon to be payable to the Lenders, to the Lenders. Fees paid
shall not be refundable under any circumstances, except to the extent that the Borrower demonstrates that any amounts paid represent overpayments. 
 SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate. 
 (b) The Loans comprising each Eurodollar Borrowing shall bear interest (i) in the case of a Eurodollar Revolving Loan, at the Adjusted LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate, or (ii) in the case of a Eurodollar Competitive Loan, at the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin
applicable to such Loan. 
 (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan. 
 (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 
 (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 
 (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Paying Agent, and such determination shall be conclusive absent manifest error. 
  

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 SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for
a Eurodollar Borrowing: 
 (a) the Paying Agent determines (which determination shall be conclusive absent manifest error)
that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 
 (b) the Paying Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; 
 then the Paying Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Paying
Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving
Borrowing as, a Eurodollar Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar
Competitive Borrowing shall be ineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders that
are not affected thereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. 
 SECTION 2.15. Increased Costs. (a) If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or 
 (ii) impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or
participation therein; 
 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or
Fixed Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or an Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or
Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 
  

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 (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made
by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time
the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

 (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the
case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d) Failure or delay on the part
of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. 
 (e)
Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have
been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made. 
 SECTION 2.16. Break Funding
Payments. In the event of (a) the payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion
of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), (d) the failure to 

  

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borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan other
than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to
such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the
case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which
such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such
Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt
thereof. 
 SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Paying Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

 (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

 (c) The Borrower shall indemnify the Paying Agent, each Lender and each Issuing Bank, within 30 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the Paying Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Paying Agent on its own
behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error. 
  

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 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the Paying Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Paying Agent. 
 (e) Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Paying Agent),
at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced
rate. 
 (f) If the Paying Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as
to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Paying Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Paying Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Paying Agent or such Lender in the event the Paying Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be
construed to require the Paying Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. 
 SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m., New York City time (or, in the case of an amount payable in an
Alternate Currency, 1:00 p.m. local time at the place of payment), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Paying Agent, be
deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Paying Agent at its offices at 270 Park Avenue, New York, New York (or, in the case of payments in
an Alternate Currency, such other location as provided below), except payments to be made directly to an Issuing Bank or a Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be
made directly to the Persons entitled thereto. The Paying Agent shall distribute any such payments received by it for the account of any other Person 

  

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to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars, except as
expressly provided herein with respect to Alternate Currency Letters of Credit. All payments to be made by the Borrower in an Alternate Currency pursuant to Section 2.06(m) shall be made in such Alternate Currency in such funds as may then be
customary for the settlement of international transactions in such Alternate Currency for the account of the applicable Issuing Bank at such time and at such place as shall have been notified by such Issuing Bank to the Borrower by not less than
four Business Days’ notice. 
 (b) If at any time insufficient funds are received by and available to the Paying Agent to pay fully all
amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties. 
 (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all
or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans
or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
  

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 (d) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any
payment is due to the Paying Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Paying Agent may assume that the Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as
the case may be, severally agrees to repay to the Paying Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Paying Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Paying Agent in accordance with banking industry rules on interbank compensation. 
 (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b) or 2.18(d), then the
Paying Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Paying Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all
such unsatisfied obligations are fully paid. 
 SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Declining Lender, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Paying Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this
Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Paying Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the 

  

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outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements and Swingline Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any
such assignment resulting from a Lender being a Declining Lender, the assignee shall have agreed to the applicable Maturity Date Extension Request. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 SECTION 2.20. Increase in Commitments. (a) At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Paying Agent (which shall promptly deliver a copy to
each of the Lenders), request at any time or from time to time that the Total Commitments be increased; provided that (i) the aggregate amount of each such increase pursuant to this Section 2.20 shall not be less than $50,000,000
and the aggregate amount of all such increases pursuant to this Section 2.20 shall not exceed $500,000,000, (ii) each such request of the Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable
Percentage of the proposed increased amount and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such
notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such increase is requested to become effective. In the event that the Lenders shall have agreed to increase their Commitments by an aggregate
amount less than the increase in the Total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting
Lender”), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall
be subject to the approval of the Paying Agent (not to be unreasonably withheld). Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by Parent, the
Borrower, the Paying Agent and any Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments,
subject to the satisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on the
date of such increase, the conditions set forth in paragraphs (a) and (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date) and the Paying Agent shall have received a certificate to that effect dated
such date and executed by a Responsible Officer or a Financial Officer of Parent and the Borrower. 
  

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 (b) At the time that any increase in the Total Commitments pursuant to paragraph (a) of this
Section 2.20 (a “Commitment Increase”) becomes effective, if any Revolving Loans are outstanding, the Borrower shall prepay the aggregate principal amount outstanding in respect of such Revolving Loans in accordance with
Section 2.11 (the “Initial Loans”); provided that (i) nothing in this Section 2.20 shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Revolving Loans hereunder in accordance
with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required if, after giving effect to the Commitment Increase, each Lender has the same Applicable Percentage as immediately
prior to such Commitment Increase. 
 SECTION 2.21. Currency Fluctuations. (a) Not later than 1:00 p.m., New York City time, on
each Calculation Date, if there are any Alternate Currency Letters of Credit outstanding, (i) each Issuing Bank that has outstanding any Alternate Currency Letter of Credit or LC Disbursement thereunder shall determine the Dollar Amount as of
such Calculation Date of each outstanding Alternate Currency Letter of Credit issued by it or LC Disbursement thereunder, and such Issuing Bank shall notify the Paying Agent and the Borrower of each Dollar Amount so determined and the relevant Spot
Exchange Rate used by it to make such determination and (ii) the Paying Agent shall give notice to the Lenders and the Borrower of the Spot Exchange Rates so determined. The Spot Exchange Rates so determined shall become effective on the first
Business Day immediately following the relevant Calculation Date (a “Reset Date”) and (subject to Section 2.06(m)) shall remain effective until the next succeeding Reset Date. 
 (b) Not later than 5:00 p.m., New York City time, on each Reset Date and the date of each Borrowing or issuance of a Letter of Credit, if there are any
Alternate Currency Letters of Credit then outstanding, the Paying Agent shall (i) determine the Dollar Equivalent of the Alternate Currency Letters of Credit then outstanding (after giving effect to any Loans to be made or repaid on such date)
and (ii) notify the Lenders and the Borrower of the results of such determination and of the resulting total Revolving Credit Exposures. 
 SECTION 2.22. Extension of Maturity Date. (a) The Borrower may, by delivery of a written request (a “Maturity Date Extension Request”) to the Paying Agent (which shall promptly deliver a copy to each of the
Lenders) not less than 30 days and not more than 90 days prior to the first or second anniversary of the Effective Date, request that the Lenders extend the Maturity Date for an additional period of one year; provided that there shall be no more
than two extensions of the Maturity Date pursuant to this Section. 
 (b) Each Lender shall, by notice to the Borrower
and the Administrative Agent given not later than the 20th day after the date of the
Paying Agent’s receipt of the Borrower’s Maturity Date Extension Request (or such other date as the Borrower and the Paying Agent may agree; such date, the “Extension Date”), advise the Borrower whether or not it agrees to
the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender
that has not so advised the Borrower and the Paying Agent by such Extension Date shall be deemed to have declined to agree to such extension and shall be a Declining Lender. 
  

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 (c) If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request
by the Extension Date, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request
shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity
Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be
due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of
the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would not exceed the Total Commitments.

 (d) Notwithstanding the foregoing provisions of this Section 2.22, the Borrower shall have the right, pursuant to
Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender
shall for all purposes constitute a Consenting Lender. 
 (e) Notwithstanding the foregoing provisions of this Section 2.22, no
extension of the Maturity Date pursuant to this Section 2.22 shall become effective unless, on or promptly following the Extension Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a
Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.02(a)) and the Paying Agent shall have received a certificate to that effect dated the Extension Date and executed by a
Responsible Officer or a Financial Officer of each of Parent and the Borrower. 
 SECTION 2.23. Defaulting Lenders. Notwithstanding
any other provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) if any Swingline Exposure or LC Exposure exists at the time a Lender is a Defaulting Lender, the Borrower shall within one Business
Day following notice by the Paying Agent (i) prepay such Swingline Exposure or, if agreed by the applicable Swingline Lender or Lenders, cash collateralize the Swingline Exposure of the Defaulting Lender on terms satisfactory to the Swingline
Lender or Lenders and (ii) cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding; and 
  

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 (b) the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing
Bank shall not be required to issue, amend or increase any Letter of Credit unless it is satisfied that cash collateral will be provided by the Borrower in accordance with Section 2.23(a). 
 ARTICLE III 
 Representations and
Warranties 
 Each of Parent and the Borrower represents and warrants to the Lenders that: 
 SECTION 3.01. Organization. Each of Parent and the Borrower is a corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation. 
 SECTION 3.02. Powers; Authorization; No Conflicts; Enforceability. The Transactions are
within each Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (a) any Loan Party’s charter or by-laws or (b) law or any contractual restriction binding on or
affecting any Loan Party. This Agreement has been, and each of the other Loan Documents to which any Loan Party is to be a party when delivered hereunder will have been, duly executed and delivered by each Loan Party that is a party hereto or
thereto, as applicable. This Agreement is, and each of the other Loan Documents to which any Loan Party is to be a party when delivered will be, the legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, as
applicable, enforceable against each such Loan Party in accordance with its terms. 
 SECTION 3.03. Approvals. No authorization or
approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by any Loan Party of any Loan Document to which it is to be a party, the
borrowing of the Loans, the use of the proceeds thereof or the issuance of Letters of Credit hereunder. 
 SECTION 3.04. Financial
Condition; No Material Adverse Change. (a) The consolidated balance sheet of Parent and its subsidiaries as at February 2, 2008, and the related consolidated statements of income and cash flows of Parent and its subsidiaries for the
fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the consolidated balance sheet of Parent and its subsidiaries as at November 1, 2008, and the related consolidated statements of income and cash
flows of Parent and its subsidiaries for the nine months then ended, duly certified by a Financial Officer of Parent, copies of which have been furnished to the Lenders, fairly present, subject, in the case of said balance sheet as at
November 1, 2008, and said statements 

  

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of income and cash flows for the nine months then ended, to year-end audit adjustments, the consolidated financial condition of Parent and its subsidiaries
as at such dates and the consolidated results of the operations of Parent and its subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied. 
 (b) Since February 2, 2008, there has been no material adverse change in the business, condition (financial or otherwise), operations, performance,
properties or prospects of Parent and its subsidiaries, taken as a whole. 
 SECTION 3.05. Litigation. There is no pending or
threatened action, suit, investigation, litigation or proceeding affecting Parent or any Subsidiary pending or threatened before any Governmental Authority or arbitrator that (a) would be reasonably likely to have a Material Adverse Effect or
(b) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby. 
 SECTION 3.06. Investment Company Status. None of the Loan Parties is an “investment company”, within the meaning of the Investment Company Act of 1940. 
 SECTION 3.07. ERISA. (a) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or is
reasonably expected to have a Material Adverse Effect. 
 (b) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably
expected to incur any Withdrawal Liability to any Multiemployer Plan that could be reasonably expected to have a Material Adverse Effect. 
 (c) Each Plan satisfies the funding requirements under Section 302 of ERISA and there has been no change in the funding status of any such Plan since the last annual actuarial valuation date that would reasonably be expected to have a
Material Adverse Effect. 
 SECTION 3.08. Bloomingdale’s Lease. As of December 18, 2008, if the Guarantee Agreement had been
in effect and the Bloomingdale’s Parties had been party thereto, the amount of their maximum liablity under the Guarantee Agreement would have exceeded $500,000,000. 
  


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 ARTICLE IV 
 Conditions 
 SECTION 4.01. Effective Date. [Intentionally Omitted.] 
 SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of an Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 
 (a) The
representations and warranties of the Loan Parties set forth in this Agreement (other than those in Section 3.04(b) and clause (a) of Section 3.05, at such times when the Public Debt Ratings are Baa2 and BBB or better, respectively)
shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. 
 (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing. 
 Each Borrowing and each issuance, amendment, renewal or extension of a Letter
of Credit shall be deemed to constitute a representation and warranty by the Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. 
 ARTICLE V 
 Affirmative Covenants 
 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of Parent and the Borrower covenants and agrees with the Lenders that: 
 SECTION 5.01. Financial Statements; Ratings Change and Other Information. Parent or the Borrower will furnish to the Paying Agent and each Lender:

 (a) as soon as available and in any event within 90 days after the end of each fiscal year of Parent, a copy of the annual
audit report for such year for Parent and its consolidated subsidiaries, containing a consolidated balance sheet of Parent and its consolidated subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of
Parent and its consolidated subsidiaries for such fiscal year, in each case accompanied by an opinion by KPMG LLP or other independent 

  

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public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) and certificates of a Financial Officer of Parent (i) as to compliance with the terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the
Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal year and the calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end of such fiscal year and (iii) stating whether any change in GAAP
or in the application thereof has occurred since the date of the last consolidated financial statements of Parent and its consolidated subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying
such certificate and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; 
 (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Parent, a consolidated balance sheet of Parent and its consolidated subsidiaries
as of the end of such quarter and consolidated statements of income and cash flows of Parent and its consolidated subsidiaries for the period commencing at the end of the previous fiscal year of Parent and ending with the end of such quarter, duly
certified (subject to year-end audit adjustments) by a Financial Officer of Parent as having been prepared in accordance with GAAP, and certificates of a Financial Officer of Parent (i) as to compliance with the terms of this Agreement,
(ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal quarter and the calculations necessary to demonstrate compliance with Sections
6.05 and 6.06 as of the end of such fiscal quarter and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the last consolidated financial statements of Parent and its consolidated subsidiaries
referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

 (c) as soon as possible and in any event within five days after any Responsible Officer becomes aware of the occurrence of
a Default or an event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, in each case continuing on the date of such statement, a statement of a Financial Officer of Parent or the Borrower
setting forth details of such Default, event, development or other circumstance (including the anticipated effect thereof) and the action that Parent or the Borrower has taken and proposes to take with respect thereto; 
 (d) promptly after the sending thereof, copies of all reports that Parent or the Borrower sends to any of the holders of any class of its
outstanding securities; 
  

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 (e) promptly after the commencement thereof, notice of all actions, suits,
investigations, litigation and proceedings before any Governmental Authority or arbitrator affecting Parent or any Subsidiary of the type described in Section 3.05; 
 (f) as soon as possible and in any event within five Business Days after any change in either Public Debt Rating, a certificate of a
Financial Officer of Parent setting forth such Public Debt Rating; 
 (g) concurrently with any financial statements delivered
under clause (a) above, an annual financial forecast for Parent and its consolidated subsidiaries for the subsequent fiscal year (including a consolidated balance sheet of Parent and its consolidated subsidiaries as of the end of such fiscal
year and consolidated statements of income and cash flows of Parent and its consolidated subsidiaries for such fiscal year); and 
 (h) such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of Parent or any Subsidiary as any Lender through either Administrative Agent may from time to time
reasonably request. 
 The Borrower and Parent also agree that promptly after any report or registration statement, other than a registration
statement on Form S-8 or any successor form thereto, is filed by Parent or any Subsidiary with the Securities and Exchange Commission or any national securities exchange a copy thereof will be made available on Parent’s website. 
 SECTION 5.02. Existence. Parent will, and will cause each of the Subsidiaries to, preserve and maintain, its corporate existence, rights (charter
and statutory), permits, licenses, approvals, privileges and franchises, except, with respect to such rights, permits, licenses, approvals, privileges and franchises, where the failure to do so could not be reasonably expected to have a Material
Adverse Effect; provided that Parent and the Subsidiaries may consummate any merger or consolidation permitted under Section 6.03 and, provided, further, that, unless required in order to comply with Section 6.03,
neither Parent nor any Subsidiary shall be required to preserve or maintain (i) the corporate existence of any Minor Subsidiary if the Board of Directors of the parent of such Minor Subsidiary, or an executive officer of such parent to whom
such Board of Directors has delegated the requisite authority, shall determine that the preservation and maintenance thereof is no longer desirable in the conduct of the business of such parent and that the loss thereof is not disadvantageous in any
material respect to Parent, the Borrower, such parent, the Paying Agent, the Issuing Banks or the Lenders or (ii) any right, permit, license, approval, privilege or franchise if the Board of Directors of Parent or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of the business of Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to Parent, such Subsidiary, the
Paying Agent, the Issuing Banks or the Lenders. 
  

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 SECTION 5.03. Payment of Obligations. Parent will, and will cause each of the Subsidiaries to, pay
and discharge, before the same shall become delinquent, (a) all Taxes imposed upon it or upon its property and (b) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided that neither Parent nor any
Subsidiary shall be required to pay or discharge any such Tax or claim (i) that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom
attaches to its property and becomes enforceable against its other creditors and (ii) if such non-payments, either individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect. 
 SECTION 5.04. Maintenance of Properties; Insurance. (a) Except where the failure to do so, either individually or in the aggregate, could not
be reasonably expected to have a Material Adverse Effect, Parent will, and will cause each of the Subsidiaries to, maintain and preserve all of its properties that are used or useful in the conduct of its business in good working order and
condition, ordinary wear and tear excepted. 
 (b) Parent will, and will cause each of the Subsidiaries to, maintain insurance with
responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Parent or such
Subsidiary operates, except where failure to maintain such insurance could not be reasonably expected to have a Material Adverse Effect. 
 SECTION 5.05. Books and Records; Inspection Rights. (a) Parent will, and will cause each of the Subsidiaries to, keep proper books of record and account in such detail as is necessary to allow the delivery of the reports
required by Section 5.01, in which full and correct entries shall be made of all financial transactions and the assets and business of Parent and its consolidated subsidiaries in accordance with GAAP. 
 (b) Parent will, and will cause each of the Subsidiaries to, at any reasonable time and from time to time, upon reasonable notice, permit any Agent or
any of the Lenders or any agents or representatives thereof, to examine the records and books of account of, and visit the properties of, Parent or any Subsidiary and to discuss the affairs, finances and accounts of Parent or any Subsidiary with any
of their financial officers. 
 SECTION 5.06. Compliance with Laws. Parent will, and will cause each of the Subsidiaries to comply, in
all material respects, with all applicable laws, rules, regulations and orders (including ERISA and environmental laws), except, in any case, where the failure so to comply, either individually or in the aggregate, could not be reasonably expected
to have a Material Adverse Effect. 
 SECTION 5.07. Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only
for working capital and general corporate purposes, including to support commercial paper. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the
Board, including Regulations T, U and X. Letters of Credit will be issued only for general corporate purposes. 
  

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 SECTION 5.08. Additional Subsidiaries; Reinstatement of Guarantees. (a) If any additional
Subsidiary Loan Party is formed or acquired after the Restatement Effective Date, then, the Borrower will promptly, but in no event later than five Business Days after such formation or acquisition, cause such Subsidiary Loan Party to execute and
deliver a supplement to the Guarantee Agreement thereby becoming a Guarantor in accordance with the terms of the Guarantee Agreement; provided that the requirements of this paragraph shall not apply if at the time of formation or acquisition
either Public Debt Rating is Baa1 or BBB+ or better (provided that the lower rating is not more than one notch worse than the higher rating). 
 (b) If the Guarantees of the Subsidiary Loan Parties are released and terminated as provided in the Guarantee Agreement, the Borrower agrees: (i ) if at any time thereafter a Public Debt Rating is worse than Baa2 or BBB, then the Borrower
will promptly, but in any event within five Business Days, cause each Subsidiary Loan Party to execute and deliver a supplement to the Guarantee Agreement thereby becoming a Guarantor in accordance with the terms of the Guarantee Agreement; and
(ii) if at any time thereafter one or more Subsidiary Loan Parties have in effect Guarantees of Indebtedness of Parent or the Borrower, and the aggregate principal amount of Indebtedness so Guaranteed by any or all such Subsidiary Loan Parties
(combined) exceeds $100,000,000, then the Borrower will promptly, but in any event within five Business Days, cause each Subsidiary Loan Party that has Guaranteed any Indebtedness of Parent or the Borrower to execute and deliver a supplement to the
Guarantee Agreement thereby becoming a Guarantor in accordance with the terms of the Guarantee Agreement. 
 (c) If requested by either of
the Administrative Agents, the Borrower will provide to the Administrative Agents such evidence of authority and legal opinions regarding any execution and delivery of a supplement to the Guarantee Agreement by a Subsidiary Loan Party as provided
above, as either Administrative Agent shall reasonably request. 
 SECTION 5.09. Corporate Existence; Inventory Recordkeeping.
(a) Parent and the Borrower will, and will cause each Subsidiary Loan Party to, maintain the corporate or limited liability company, as applicable, existence of each Subsidiary Loan Party (subject to the exceptions set forth in
Section 5.02) and ensure that each Subsidiary Loan Party observes all corporate or limited liability company requirements, procedures, and formalities consistent with its status as a validly existing corporation or limited liability company, as
applicable. 
 (b) Parent and the Borrower will maintain a system of inventory recordkeeping under which the location and sales of inventory
are tracked by individual store location pursuant to which the inventory owned by each Subsidiary Loan Party may be separately determined. 
  

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 (c) Parent and the Borrower will, or will cause each Subsidiary Loan Party to, maintain a recordkeeping
system pursuant to which the assets and liabilities of each Subsidiary Loan Party may be separately determined in accordance with GAAP. 
 ARTICLE VI 
 Negative Covenants 
 Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Parent and the Borrower covenants and agrees with the Lenders that: 
 SECTION 6.01.
Subsidiary Indebtedness. Parent will not permit any Subsidiary (other than the Borrower) to create, assume or suffer to exist, any Indebtedness, other than: 
 (a) Indebtedness owed to Parent or to a wholly owned Subsidiary; provided that any such Indebtedness owed by a Subsidiary Loan
Party shall be subordinated to such Subsidiary Loan Party’s Guarantee of the Obligations on the terms set forth on Schedule B to the Guarantee Agreement; 
 (b) Indebtedness existing on the Restatement Effective Date (whether such Indebtedness is Indebtedness of a subsidiary of Parent or a
subsidiary of the Borrower) and described on Schedule 6.01 (the “Existing Indebtedness”), and any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Indebtedness; provided
that the principal amount of such Existing Indebtedness shall not be increased above the principal amount thereof 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; 
 (c) endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; 
 (d) [RESERVED];

 (e) Indebtedness of any Person that becomes a Subsidiary after the date hereof that is existing at the time such Person
becomes a Subsidiary (other than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary) and any Indebtedness extending the maturity of, or refunding or refinancing, such Indebtedness, in whole or in part; provided
that the principal amount of such Indebtedness shall not be increased above the principal amount thereof 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 
  

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 (f) other Indebtedness in an aggregate principal amount at any time outstanding not to
exceed $500,000,000. 
 SECTION 6.02. Liens. Parent will not, and will not permit any Subsidiary to, create, incur, assume or suffer
to exist any Lien on or with respect to any of its assets of any character (including accounts) whether now owned or hereafter acquired, or assign any accounts or other right to receive income, except: 
 (a) Liens created or existing under the Loan Documents; 
 (b) Permitted Encumbrances; 
 (c) the Liens existing on the Restatement Effective Date and described on Schedule 6.02 (whether such Liens are on the assets of Parent or any of its subsidiaries); 
 (d) purchase money Liens upon or in real property or equipment acquired or held in the ordinary course of business to secure the purchase
price of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such
property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property or equipment), or extensions, renewals or replacements of any
of the foregoing for the same or a lesser amount; provided that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved (except that Liens
incurred in connection with the construction or improvement of real property may extend to additional real property immediately contiguous to such property being constructed or improved) and no such extension, renewal or replacement shall extend to
or cover any such properties not theretofore subject to the Lien being extended, renewed or replaced; 
 (e) Liens arising in
connection with Capital Lease Obligations; provided that no such Lien shall extend to or cover any assets other than the assets subject to the applicable capital leases; 
 (f) Liens on property of a Person existing at the time such Person is merged into or consolidated with Parent or any Subsidiary or becomes
a Subsidiary; provided that such Liens (other than replacement Liens permitted under clause (k) below) were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the
Person merged into or consolidated with Parent or such Subsidiary or acquired by the Parent or such Subsidiary; 
 (g)
[RESERVED] 
  

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 (h) Liens securing Documentary LCs or Trade Letters of Credit; provided that no
such Lien shall extend to or cover any assets of Parent or any Subsidiary other than the inventory (and bills of lading and other documents related thereto) being financed by any such Documentary LCs or Trade Letter of Credit, as the case may be;

 (i) Liens in respect of goods consigned to Parent or any of its Subsidiaries in the ordinary course of business;
provided that such Liens are limited to the goods so consigned; 
 (j) Liens (other than on inventory) securing
Indebtedness incurred by Parent or the Subsidiaries; provided that the sum of the aggregate amount of such Indebtedness at any time outstanding shall not exceed $100,000,000; and 
 (k) the replacement, extension or renewal of any Lien permitted by clause (c) or (f) above upon or in the same property
theretofore subject thereto or, in the case of Liens on real property and related personal property of Parent or any of the Subsidiaries, upon or in substitute property of like kind of Parent or such Subsidiary, as the case may be, determined in
good faith by the Board of Directors of Parent or such Subsidiary to be of the same or lesser value than the property theretofore subject thereto, or the replacement, extension or renewal (without increase in the amount or change in any direct or
contingent obligor) of the Indebtedness secured thereby. 
 SECTION 6.03. Fundamental Changes; Conduct of Business. (a) Parent
will not, and will not permit the Borrower, any Subsidiary Loan Party or any other Material Subsidiary to, merge or consolidate with or into any Person except that (i) any Subsidiary may merge or consolidate with or into any other Subsidiary
(provided that, if the Borrower is a party to any such merger or consolidation, the Borrower shall be the surviving entity and shall remain a direct, wholly owned subsidiary of Parent), (ii) any Subsidiary may merge into Parent and Parent may
merge with any other Person, so long as in either case Parent is the surviving corporation and (iii) in connection with any acquisition, any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into
or consolidate with it, so long as the Person surviving such merger shall be a Subsidiary (provided that, if the Borrower is a party to any such merger or consolidation, the Borrower shall be the surviving entity and shall remain a direct, wholly
owned subsidiary of Parent); provided that (A) in each case, no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and (B) notwithstanding any of the foregoing,
a Subsidiary Loan Party shall not merge or consolidate with Parent, the Borrower or any other Subsidiary that is not a Subsidiary Loan Party. 
 (b) Parent and the Borrower will not liquidate or dissolve, and Parent will not, and will not permit any Subsidiary to sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially
all of the assets of Parent and the Subsidiaries, taken as a whole (whether now owned or hereafter acquired). The Borrower will not permit any Subsidiary Loan Party to liquidate into Parent, the Borrower or any other Subsidiary that is not a
Subsidiary Loan Party. 
  

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 (c) Parent will not, and will not permit any Subsidiary to, engage to any material extent in any business
other than businesses of the type conducted by Parent and its subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. 
 SECTION 6.04. Sale and Leaseback Transactions. Parent will not, and will not permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or
transferred, except for (a) any such sale of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 90 days after Parent or such Subsidiary
acquires or completes the construction of such fixed or capital asset and (b) any such sale of any fixed or capital assets for fair market value; provided that the fair market value of all such assets sold in reliance upon this clause
(b) plus the aggregate amount of Indebtedness at any time outstanding secured by Liens in reliance on Section 6.02(j) shall not exceed 12.5% of Consolidated Net Tangible Assets, determined as of the date of any such sale; provided
further that the fair market value of all such assets sold by Subsidiary Loan Parties after the Restatement Effective Date in reliance upon this clause (b) shall not exceed $250,000,000 in aggregate. 
 SECTION 6.05. Leverage Ratio. Parent will not permit the Leverage Ratio as of the last day of any Measurement Period to exceed the ratio set forth
opposite such Measurement Period below: 
  

			
	 Period
	  	Leverage Ratio
	 Measurement Periods ending prior to or on October 31, 2009
	  	4.90 to 1.00
	 Measurement Periods ending thereafter, but prior to or on October 30, 2010
	  	4.75 to 1.00
	 Measurement Periods ending thereafter
	  	4.50 to 1.00

 SECTION 6.06. Interest Coverage Ratio. Parent will not permit the Interest Coverage Ratio
as of the last day of any Measurement Period to be less than the ratio set forth opposite such Measurement Period below: 
  

			
	 Period
	  	Interest Coverage Ratio
	 Measurement Periods ending prior to or on October 30, 2010
	  	3.00 to 1.00
	 Measurement Periods ending thereafter
	  	3.25 to 1.00

  

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 SECTION 6.07. Subsidiary Loan Parties. (a) Parent and the Borrower will not permit the
Inventory Ratio as of the last day of any Measurement Period to be less than 0.35 to 1.00. 
 (b) Parent and the Borrower will not permit any
Subsidiary Loan Party to sell, transfer, lease or otherwise dispose of any real property owned by it to Parent, the Borrower or any other Subsidiary that is not a Subsidiary Loan Party. 
 (c) Parent and the Borrower will not permit any Subsidiary Loan Party to sell, transfer or otherwise dispose of inventory owned by it to Parent, the
Borrower or any other Subsidiary that is not a Subsidiary Loan Party, except in the ordinary course of business consistent with past practice. 
 SECTION 6.08. Restricted Payments. Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:
(a) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; (b) Parent may make Restricted Payments in cash in an aggregate amount not to exceed $230,000,000 during any fiscal year; provided that,
at the time of and after giving effect to any such Restricted Payment, no Default shall have occurred and be continuing and Parent shall be in compliance, on a Pro Forma Basis, with Sections 6.05 and 6.06; and (c) Parent may make any additional
Restricted Payment in cash; provided that (i) the amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent after the Restatement Effective Date (including those made pursuant
to clause (b) above), is not greater than the sum, without duplication, of (A) 50% of Consolidated Net Income (without giving effect to non-cash charges arising from impairments of goodwill, impairments of intangibles or impairments/write
downs of real estate) for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Restatement Effective Date to the end of Parent’s most recently ended fiscal quarter for which financial
statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income (without giving effect to non-cash charges arising from impairments of goodwill, impairments of intangibles or impairments/write downs of
real estate) for such period is a deficit, less 100% of such deficit); plus (B) 100% of the aggregate net cash proceeds received by Parent, during the period from the Restatement Effective Date to the date of such Restricted Payment,
from the issuance by Parent of additional Equity Interests (other than Disqualified Equity Interests or Equity Interests issued to a Subsidiary or to an employee stock ownership plan or trust), and (ii) at the time of and after giving effect to
such Restricted Payment, no Default shall have occurred and be continuing and Parent shall be in compliance, on a Pro Forma Basis, with Sections 6.05 and 6.06. Notwithstanding the foregoing, any Restricted Payment that would otherwise not be
permitted by this Section shall be permitted if the Public Debt Ratings at the time are Baa2 and BBB or better. 
  

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 SECTION 6.09. Restricted Agreements. Neither Parent nor the Borrower will, nor will they permit
any Subsidiary Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of Parent, the Borrower or any other Loan Party to
create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations (or any credit facility that refinances or replaces this Agreement); provided that (a) the foregoing shall not apply to restrictions
and conditions imposed by (i) law or (ii) any Loan Document, (b) the foregoing shall not apply to restrictions and conditions existing on the Restatement Effective Date contained in any of the instruments, indentures and other
agreements identified on Schedule 6.09 or any extension, renewal, supplement, amendment or other modification of any thereof or any additional such instrument, indenture or other agreement so long as, in each case, any such prohibition, restriction
or condition contained therein is not more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements indentified on Schedule 6.09 as in effect on the
Restatement Effective Date (provided that the foregoing shall not permit the restrictions and conditions contained in the Bloomingdale’s Lease to be in any other instrument, indenture or agreement), (c) the foregoing shall not apply
to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Loan Party or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Loan Party or assets that
is or are to be sold and such sale is permitted hereunder, (d) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by clause (d) or (h) of Section 6.02
if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (e) the foregoing shall not apply to customary provisions in leases restricting the assignment thereof. 
 SECTION 6.10. Bloomingdale’s. 
 (a) Parent and the Borrower will not permit Bloomingdale’s or any of its subsidiaries to create, assume or suffer to exist any “Guaranties” or “Debt”, or make or hold any “Investments” other than
“Permitted Investments” (as each such quoted term is defined in the Bloomingdale’s Lease), other than those existing as of December 18, 2008, and Guarantees made under the Guarantee Agreement, if the effect of such
“Guaranties”, “Debt” or “Investments” is to reduce the maximum liability of the Bloomingdale’s Parties under the Guarantee Agreement; provided that, notwithstanding the foregoing, additional such
“Guaranties”, “Debt” and “Investments” shall be permitted in an aggregate amount that would not at any time result in the maximum liability of the Bloomingdale’s Parties under the Guarantee Agreement being more
than $125,000,000 less than such maximum liability would have been at such time had no such additional “Guaranties”, “Debt” or “Investments” been incurred or made. 
 (b) Parent and the Borrower will not permit any Subsidiary Loan Party that is not a Bloomingdale’s Party (i) to sell, transfer or otherwise
dispose of any real property owned by it to Bloomingdale’s or any of its subsidiaries, (ii) to merge or consolidate with or into Bloomingdale’s or any of its subsidiaries or (iii) to become a subsidiary of Bloomingdale’s, in
each case if, after giving effect thereto, the maximum liability of the Bloomingdale’s Parties under the Guarantee Agreement would be reduced by more than 10%; 

  

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provided that the foregoing restrictions set forth in clauses (ii) and (iii) shall not apply to (A) Bloomingdale’s By Mail Ltd., a
New York corporation, (B) Bloomingdale’s, LLC, an Ohio limited liability company or (C) the assets comprising Bloomingdales.com, a division of Bloomingdale’s. 
 (c) Parent and the Borrower will not permit any amendment or modification to the Bloomingdale’s Lease that would have the effect of reducing the
maximum liability of the Bloomingdale’s Parties under the Guarantee Agreement. 
 ARTICLE VII 
 Events of Default 
 If any of the
following events (“Events of Default”) shall occur: 
 (a) the Borrower shall fail to pay any principal of
any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
 (b) the Borrower or Parent shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the
same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; 
 (c) any
representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; 
 (d) either Parent or the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01(c)
or (e), 5.02 (with respect to Parent’s or the Borrower’s existence) or 5.07 or in Article VI; 
 (e) any Loan
Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of
30 days after notice thereof from the Paying Agent to Parent or the Borrower (which notice will be given at the request of any Lender); 
 (f) Parent, the Borrower or any other Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become
due and payable (after giving effect to any applicable grace periods); 
  

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 (g) any event or condition occurs that results in any Material Indebtedness becoming due
prior to its scheduled maturity or that enables or permits (after giving effect to any applicable grace periods) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such Indebtedness; 
 (h) an involuntary proceeding shall be commenced or
an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Parent, the Borrower or any other Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the Borrower or any other Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; 
 (i) Parent, the Borrower or any other Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the Borrower or any
other Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing; 
 (j) Parent, the Borrower or any other
Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 
 (k)
one or more judgments for the payment of money in an aggregate amount in excess of $150,000,000 shall be rendered against Parent, the Borrower, any other Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Parent, the Borrower or any other Subsidiary to enforce any such judgment;
provided that any such judgments shall only result in an Event of Default under this clause (k) if and to the extent that the aggregate amount of such judgments not covered by a valid and binding policy of insurance between the defendant
and the insurer covering the payment thereof exceeds $150,000,000 so long as such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed the claim made for payment of, the amount of such
judgments; 
  

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 (l) an ERISA Event shall have occurred that, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in liability of Parent, the Borrower or any other Subsidiary in an aggregate amount exceeding $150,000,000; 
 (m) any Guarantor’s Guarantee of the Obligations purported to be created under the Guarantee Agreement shall cease to be, or shall be
asserted by any Loan Party not to be, in full force and effect (other than in accordance with the express terms of any Loan Document); or 
 (n) a Change in Control shall occur; 
 then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Paying Agent may, and at the request of the Required Lenders shall, by notice to Parent or the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Loan Parties accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other
obligations of the Loan Parties accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties. 
 ARTICLE VIII 
 The Agents 

Each of the Lenders and the Issuing Banks hereby irrevocably appoints each Agent as its agent and authorizes each Agent to take such actions on its
behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. 
 Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Parent, the Borrower or any other Subsidiary or other Affiliate thereof as if it were not an
Agent hereunder. 
  

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 No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents.
Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise in writing as directed by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to Parent, the Borrower or any of the other Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for
any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of
its own gross negligence or wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given such Agent by Parent, the Borrower or a Lender, and no Agent shall be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any
other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. 
 Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for Parent or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 Each Agent may perform any and
all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as such Agent. 
  

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 Subject to the appointment and acceptance of a successor Paying Agent or Administrative Agent as provided
in this paragraph, the Paying Agent or an Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and Parent. Upon any such resignation, the Required Lenders shall have the right with the consent of Parent (not to be
unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Paying Agent or Administrative Agent, as the case may be,
gives notice of its resignation, then the retiring Paying Agent or Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Paying Agent or Administrative Agent, as applicable, which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Paying Agent or Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Paying Agent or Administrative Agent, as applicable, and the retiring Paying Agent or Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by either Parent
or the Borrower to a successor Paying Agent or Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Loan Party and such successor. After the Paying Agent’s or Administrative
Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Paying Agent or Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while it was acting as Paying Agent or Administrative Agent. 
 Each Lender
acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. 
 ARTICLE IX 
 Miscellaneous 
 SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

 (i) if to Parent or the Borrower, to it at Macy’s, Inc., 7 West Seventh Street, Cincinnati, Ohio 45202, Attention of
the Chief Financial Officer, with a copy to the General Counsel (other than in the case of any notice or communication provided for under Article II) (Telecopy No. (513) 579-7462); 
  

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 (ii) if to the Paying Agent or JPMorgan Chase Bank, N.A. as Administrative Agent, Issuing
Bank or Swingline Lender, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111 Fanin Street, Houston, Texas 77002, Attention of Jennifer Anyigbo (Telecopy No. (713) 750-2782), with a copy to JPMorgan Chase Bank, N.A., 270 Park
Avenue, New York, New York 10017, Attention of Barry Bergman (Telecopy No. (212) 270-6637); 
 (iii)
if to Bank of America, N.A., as Administrative Agent, Issuing Bank or Swingline Lender, to it at 2001 Clayton Road, Building B, 2nd Floor, CA4-704-02-25, Concord, California 94520. Attention of GK Lapitan (Telecopy No. (888) 969-9170); and 
 (iv) if to any other Lender, Swingline Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative
Questionnaire. 
 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Paying Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Paying Agent and the applicable Lender. The Paying Agent, Parent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications. 
 (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to
the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 
 SECTION 9.02. Waivers; Amendments. (A) No failure or delay by the Paying Agent, any Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document 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 Paying Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document 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, 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 the Paying Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. 
  


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 (c) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,
amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Parent, the Borrower and the Required Lenders or by Parent, the Borrower and the Paying Agent with the consent of the
Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Paying Agent and the Loan Party or Loan Parties that are parties thereto with the consent of the Required Lenders;
provided that no such agreement shall (i) except as contemplated by Section 2.20, increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement
or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or
any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of
“Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender or (vi) release Parent from its Guarantee under the Guarantee Agreement or limit its liability thereunder, without the written consent of each Lender; provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of any Agent, an Issuing Bank or a Swingline Lender hereunder without the prior written consent of such Agent, such Issuing Bank or such Swingline Lender, as the case may be. Notwithstanding the
foregoing, the consent of the Required Lenders shall not be required to amend this Agreement to increase the Total Commitments pursuant to Section 2.20. 
 SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable fees, charges
and disbursements of one outside counsel (and any local counsel where appropriate) for the Agents, collectively, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by any Agent, any Issuing Bank
or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights
under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  

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 (b) The Borrower shall indemnify each Agent, each Issuing Bank and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated
hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or
(iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee. 
 (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to an Agent, an Issuing Bank or a Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Swingline Lender, as the case may be,
such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that (i) the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or such Swingline Lender in its capacity as such and (ii) if an Issuing Bank separately agrees, as contemplated by the
last sentence of Section 2.06(f), to be subject to a standard of care different than that set forth therein, no Lender shall be liable to such Issuing Bank hereunder for any greater amount than would have been due if such Issuing Bank had not
agreed to such different standard of care. 
 (d) To the extent permitted by applicable law, neither Parent nor the Borrower shall assert,
and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan
Document or any agreement or instrument contemplated thereby, the Transactions or the other transactions contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof. 
  

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 (e) All amounts due under this Section shall be payable promptly after written demand therefor.

 SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) neither Parent nor the Borrower may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Parent or the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the
Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 
 (A) Parent
or the Borrower; provided that no consent of Parent or the Borrower shall be required for an assignment to a Lender or, if an Event of Default has occurred and is continuing, any other assignee; 
 (B) the Paying Agent; provided that no consent of the Paying Agent shall be required for an assignment of a Commitment to an
assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment; and 
 (C) each Issuing
Bank and each Swingline Lender; provided that no consent of an Issuing Bank or a Swingline Lender shall be required for an assignment of a Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such
assignment. 
 (ii) Assignments shall be subject to the following additional conditions: 
 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the
assigning Lender’s Commitment or Competitive Loans, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to
the Paying Agent) shall not be less than $10,000,000, unless each of the Borrower (or Parent) and the Paying Agent otherwise consent; provided that no such consent of the Borrower (or Parent) shall be required if an Event of Default has
occurred and is continuing; 
  

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 (B) each partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not apply to rights in respect of outstanding Competitive Loans; 
 (C) the parties to each assignment shall execute and deliver to the Paying Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500; and 
 (D) the assignee, if it shall not be a Lender, shall deliver to the Paying Agent an
Administrative Questionnaire. 
 (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and
after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all
of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph
(c) of this Section. 
 (iv) The Paying Agent, acting for this purpose as an agent of the Loan Parties, shall maintain at one of its
offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Loan Parties, the Agents, the Issuing Banks and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice. 
 (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this
Section and any written consent to such assignment required by paragraph (b) of this Section, the Paying Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 
  

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 (c) (i) Any Lender may, without the consent of the Loan Parties, the Agents, the Issuing Banks or the
Swingline Lenders, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and
the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (C) the Loan Parties, the Agents, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan
Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (c)(ii) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(c) as though it were a Lender. 
 (ii) A Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with a Loan Party’s prior
written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless a Loan Party is notified of the participation sold to such Participant and such Participant agrees,
for the benefit of the Loan Parties, to comply with Section 2.17(e) as though it were a Lender. 
 (d) Any Lender may at any time pledge
or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto. 
  

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 SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan
Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and thereto 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 investigation made by any such other party 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 hereunder, 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 this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. 
 SECTION 9.06. Counterparts; Integration; Effectiveness. 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 a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent, Lender or Issuing Bank constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, 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 of the other parties hereto (other than the Borrower), and
thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement. 
 SECTION 9.07. 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 unenforceability 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. 
 SECTION 9.08. Right of Setoff. 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 Loan Party against any
of and all the obligations of such Loan Party now or hereafter existing under any Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under any Loan Document and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 
  

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 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement
shall be construed in accordance with and governed by the law of the State of New York. 
 (b) Each of Parent and the Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that
any Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Parent, the Borrower or their respective properties in the courts of any jurisdiction.

 (c) Each of Parent and the Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section.
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
 (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
 SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
  

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 SECTION 9.11. 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 shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
 SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement, (g) with the consent of Parent or the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, any
Issuing Bank or any Lender on a nonconfidential basis from a source other than Parent or the Borrower. For the purposes of this Section, “Information” means all information received from Parent or the Borrower relating to Parent or
the Borrower or their respective businesses, other than any such information that is available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Parent or the Borrower. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information. 
 SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the
maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. 
  

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 SECTION 9.14. Patriot Act. Each Lender hereby notifies the Loan Parties that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender to
identify the Loan Parties in accordance with the Act. 
 SECTION 9.15. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum due under this Agreement in dollars into another currency, the parties hereto agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the Paying Agent could purchase dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.

 (b) The obligations of the Borrower in respect of any sum due to the Paying Agent, any Lender or any Issuing Bank hereunder in dollars
shall, to the extent permitted by applicable law, notwithstanding any judgment in a currency other than dollars, be discharged only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency,
the Paying Agent, such Lender or such Issuing Bank may in accordance with normal banking procedures purchase dollars in the amount originally due to the Paying Agent, such Lender or such Issuing Bank with the judgment currency. If the amount of
dollars so purchased is less than the sum originally due to the Paying Agent, such Lender or such Issuing Bank, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Paying Agent, such Lender or such
Issuing Bank against the resulting loss. 
  

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 Schedule 2.01 
  

					
	 Lender
	  	Commitments	 
	 JPMorgan Chase Bank, N.A.
	  	$	[Redacted	] 
	 Bank of America National Association
	  	 	[Redacted	] 
	 Credit Suisse, Cayman Branch
	  	 	[Redacted	] 
	 Citibank, National Association
	  	 	[Redacted	] 
	 U.S. Bank National Association
	  	 	[Redacted	] 
	 Wells Fargo Bank, National Association
	  	 	[Redacted	] 
		
	 The Bank of New York
	  	 	[Redacted	] 
	 PNC Bank, National Association
	  	 	[Redacted	] 
	 Fifth Third Bank
	  	 	[Redacted	] 
	 The Royal Bank of Scotland PLC
	  	 	[Redacted	] 
	 Wachovia Bank, National Association
	  	 	[Redacted	] 
	 Standard Chartered Bank
	  	 	[Redacted	] 
	 Union Bank of California, National Association
	  	 	[Redacted	] 
	 William Street Commitment Corporation
	  	 	[Redacted	] 
	 Banca Nazionale del Lavoro SpA, New York Branch
	  	 	[Redacted	] 
	 First Hawaiian Bank
	  	 	[Redacted	] 
	 Total
	  	$	2,000,000,000	  








 Schedule 6.01 
 Existing Indebtedness 
 ($000) Amount as of January 3, 2009 
  

				
	 Description of Debt
	  	Amount of Debt
	 Commercial Paper
 $2 billion program
	  	$	0
	 Capitalized Leases
	  	$	35,431
	 Deutsche Bank Trust Company, as trustee
	  	$	33,095
	 Venture Griffith
	  	$	655
	 Bellevue
	  	$	4,538
	 Indenture dated as of December 15, 1994
 U.S. Bank, N.A. as Trustee
	  	$	465,442
	 Indenture dated as of September 10, 1997
 U.S. Bank, N.A. as Trustee
	  	$	1,626,129
	 Indenture dated as of July 20, 2004
 Bank of New York as Trustee
	  	$	1,800,000
	 Indenture dated as of June 17, 1996
 Bank of New York as Trustee
	  	$	1,298,375
	 Amended and Restated Indenture dated as of January 15, 1991
 Bank of New York as Trustee
	  	$	432,383
	 Indenture dated as of November 2, 2006
 U.S. Bank, N.A. as Trustee
	  	$	3,700,000








 Schedule 6.02 
 Existing Liens 
 Mortgage Debt 
 ($000) 
  

						
	 Obligor
	  	 Property/Location
	  	Amount (1/03/09)
	 Macy’s Retail Holdings, Inc.
	  	Venture Griffith	  	$	655
		  	Bellevue	  	$	4,538
	 Macy’s Retail Holdings, Inc.
	  	Deutsche Bank (various)	  	$	33,095
	 Macy’s California Realty, LLC
	  		  		
	 Total
	  		  	$	38,243

 Liens and security interests granted in connection with the Debt referenced below, pursuant to the principal
instructions below and other related security instruments and affecting the collateral identified below. 
  

					
	 Debt
	 	 Principal Instrument
	 	 Collateral/Property Encumbered

	Capitalized Leases	 	Miscellaneous leases regarding real and personal property leased by Borrower and its subsidiaries, which leases meet certain accounting criteria that requires that they be capitalized for
account purposes only	 	Miscellaneous real and personal property leased by Borrower and its subsidiaries








 Schedule 6.09 
 Restricted Agreements 
 Indenture dated as of December 15, 1994 
 U.S. Bank, N.A. as Trustee 
  

	 	 ̈	Eighth Supplemental Indenture to the December 15, 1994 Indenture, dated as of July 14, 1997 

 U.S. Bank, N.A., as Trustee 
  

	 	 ̈	Ninth Supplemental Indenture to the December 15, 1994 Indenture, dated as of July 14, 1997 

 U.S. Bank, N.A., as Trustee 
  

	 	 ̈	Tenth Supplemental Indenture to the December 15, 1994 Indenture, dated as of August 30, 2005 

 U.S. Bank, N.A., as Trustee 
  

	 	 ̈	Guarantee of Securities, dated as of August 30, 2005, by Macy’s, Inc. relating to the December 15, 1994 Indenture 

 Indenture dated as of September 10, 1997 
 U.S. Bank,
N.A. as Trustee 
  

	 	 ̈	First Supplemental Indenture to the September 10, 1997 Indenture, dated as of February 6, 1998 

 U.S. Bank, N.A., as Trustee 
  

	 	 ̈	Third Supplemental Indenture to the September 10, 1997 Indenture, dated as of March 24, 1999 

 U.S. Bank, N.A., as Trustee 
  

	 	 ̈	Fourth Supplemental Indenture to the September 10, 1997 Indenture, dated as of June 6, 2000 

 U.S. Bank, N.A., as Trustee 
  

	 	 ̈	Fifth Supplemental Indenture to the September 10, 1997 Indenture, dated as of March 27, 2001 

 U.S. Bank, N.A., as Trustee 
  

	 	 ̈	Seventh Supplemental Indenture to the September 10, 1997 Indenture, dated as of August 30, 2005 

 U.S. Bank, N.A., as Trustee 
  

	 	 ̈	Guarantee of Securities, dated as of August 30, 2005, by Macy’s, Inc. relating to the September 10, 1997 Indenture 








 Amended and Restated Indenture dated as of January 15, 1991 
 Bank of New York Mellon, as Trustee 
 Indenture dated as of
June 17, 1996 
 Bank of New York as Trustee 
  

	 	 ̈	First Supplemental Indenture to the June 17, 1996 Indenture, dated as of August 30, 2005 

 Bank of New York Mellon, as Trustee 
 Indenture dated as of July 20, 2004 
 Bank of New York Mellon, as Trustee 
  

	 	 ̈	First Supplemental Indenture to the July 20, 2004 Indenture, dated as of August 30, 2005 

 Bank of New York Mellon, as Trustee 
 Indenture dated as of November 2, 2006 
 U.S. Bank, N.A. as Trustee 
  

	 	 ̈	First Supplemental Indenture to the November 2, 2006 Indenture, dated as of November 29, 2006 

 U.S. Bank, N.A. as Trustee 
  

	 	 ̈	Second Supplemental Indenture to the November 2, 2006 Indenture, dated as of March 12, 2007 

 U.S. Bank, N.A. as Trustee 
  

	 	 ̈	Third Supplemental Indenture to the November 2, 2006 Indenture, dated as of March 12, 2007 

 U.S. Bank, N.A. as Trustee 
  

	 	 ̈	Fourth Supplemental Indenture to the November 2, 2006 Indenture, dated as of August 31, 2007 

 U.S. Bank, N.A. as Trustee 
  

	 	 ̈	Fifth Supplemental Indenture to the November 2, 2006 Indenture, dated as of June 26, 2008 

 U.S. Bank, N.A. as Trustee 
 Amended and
Restated Lease between B. Bros. Realty Limited Partnership, as Landlord, and Bloomingdale’s, Inc., as Tenant, dated as of February 1, 1998 







 EXHIBIT A 
 ASSIGNMENT AND ASSUMPTION 
 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 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 Lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America,
N.A., as Administrative Agents and JPMorgan Chase Ban, N.A., as Paying Agent. Terms defined in the Credit Agreement are used herein with the same meanings. 
 The Assignor named below hereby sells and assigns, without recourse, the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date
set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the
Assignment Date and Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but
excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released
from its obligations under the Credit Agreement. 
 This Assignment and Acceptance is being delivered to the Paying Agent together with
(i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee , and (ii) if the Assignee is not
already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Paying Agent, duly completed by the Assignee. 
 This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. 







 Date of Assignment: [            ] 
 Legal Name of Assignor: [            ] 
 Legal Name of Assignee: [            ] 
 Assignee’s Address
for Notices: [            ] 
 Effective Date of Assignment 
 (“Assignment Date”): [            ] 
  

					
	 Facility
	 	 Principal Amount Assigned (and identifying
information as to individual Competitive Loans)
	 	 Percentage Assigned of Facility and Commitment
(set forth, to at least 8 decimals, as a percentage of
the total
Facility and the aggregate Commitments
of all Lenders thereunder)

	 Commitment Assigned:
	 		 	
	 Revolving Loans:
	 		 	
	 Competitive Loans:
	 		 	

  

 2 








 The terms hereof are hereby agreed to: 
  

									
		 		 	[        ], as Assignor
					
		 		 		 	By:	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
				
		 		 		 	[        ], as Assignee
					
		 		 		 	By:	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
		
	The undersigned hereby consent to the within assignment:	 	
			
	Macy’s, Inc.,	 		 	Macy’s Retail Holdings, Inc.,
					
	By:	 	 	 		 	By:	 	 
		 	Name:	 		 		 	Name:
		 	Title:	 		 		 	Title:
			
	JPMorgan Chase Bank, N.A., as Paying Agent, Issuing Bank and Swingline Lender,	 		 	Bank of America, N.A., as Issuing Bank and Swingline Lender,
					
	By:	 	 	 		 	By:	 	 
		 	Name:	 		 		 	Name:
		 	Title:	 		 		 	Title:
			
	[        ], as [Issuing Bank] [and] [Swingline Lender],	 		 	
					
	By:	 	 	 		 		 	
		 	Name:	 		 		 	
		 	Title:	 		 		 	

  

 3 








 Exhibit B 
  
  
  
 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 
  
  
  
 [Reference No. 6701-495] 







 TABLE OF CONTENTS 
  

					
	ARTICLE I
	
	Definitions
			
	 SECTION 1.01.
	 	Credit Agreement	  	1
	 SECTION 1.02.
	 	Other Defined Terms	  	2
	
	ARTICLE II
	
	Guarantee
			
	 SECTION 2.01.
	 	Guarantee	  	3
	 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: 
 “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. 
  

 2 








 ARTICLE II 
 Guarantee 
 SECTION 2.01. Guarantee. Subject to the limitations set forth herein, 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
investigation made by any Lender or on its behalf and notwithstanding that any Agent, any Issuing Bank or any Lender may 

  

 6 








 
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 accordance with and governed by the law of the
State of New York. 
  

 7 








 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
	
	 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.



  

 11 









			
	 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
 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


  

 12 








 SCHEDULE A 
 LIST OF INITIAL SUBSIDIARY GUARANTORS 
  

	1.	22 East Advertising Agency, Inc., a Florida corporation 

  

	2.	22 East Reality Corporation, a Florida corporation 

  

	3.	Bloomingdale’s Atlantic City, Inc., a Delaware corporation 

  

	4.	Bloomingdale’s By Mail Ltd., a New York corporation 

  

	5.	Bloomingdale’s Gift Card, LLC, an Ohio limited liability company 

  

	6.	Bloomingdale’s, Inc., an Ohio corporation 

  

	7.	Bloomingdale’s, LLC, an Ohio limited liability company 

  

	8.	Central Regional Claims Corporation, a Texas corporation 

  

	9.	Charleston Stores Corporation, an Indiana corporation 

  

	10.	Dayton’s Iron Horse Liquors, Inc., a Minnesota corporation 

  

	11.	Jordan Servicenter, Inc., a Delaware corporation 

  

	12.	Kaufmann’s Carousel, Inc., a Delaware corporation 

  

	13.	Laurel Plaza Development I, Inc., a Delaware corporation 

  

	14.	Macy’s California Realty, LLC, a Delaware limited liability company 

  

	15.	Macy’s Central, LLC, an Ohio limited liability company 

  

	16.	Macy’s Corporate Services, Inc., a Delaware corporation 

  

	17.	Macy’s Credit and Customer Services, Inc., an Ohio corporation 

  

	18.	Macy’s Department Stores, Inc., an Ohio corporation 

  

	19.	Macy’s East, LLC, an Ohio limited liability company 

  

	20.	Macy’s Florida Stores, LLC, an Ohio limited liability company 

  

	21.	Macy’s Florida, LLC, an Ohio limited liability company 

  

	22.	Macy’s GC Sales, Inc., and Ohio corporation 

  

	23.	Macy’s Gift Card, LLC, an Ohio limited liability company 

  

	24.	Macy’s Hamilton By Appointment, Inc., a Delaware corporation 

  

	25.	Macy’s Home Store, LLC, an Ohio limited liability company 

  

	26.	Macy’s Insurance, Inc., an Ohio corporation 

  

	27.	Macy’s Merchandising Group International, LLC, a Delaware limited liability company 

  

	28.	Macy’s Systems and Technology, Inc., a Delaware corporation 

  

	29.	Macy’s Systems Leasing, Inc., a Delaware corporation 

  

	30.	Macy’s Texas, Inc., a Delaware corporation 

  

	31.	Macy’s West, LLC, an Ohio limited liability company 

  

	32.	Macys.com, Inc., a New York corporation 

  

	33.	Marshall Field’s Chicago, Inc., a Delaware corporation 

  

	34.	May Company Montgomery Condominium LLC, a Maryland limited liability company 

  

	35.	May Credit Corporation, a Delaware corporation 

  

	36.	May Properties of Maryland, Inc., a Delaware corporation 

  

	37.	May Stores IV, Inc., a Delaware corporation 

  

	38.	May Stores VIII, Inc., a Delaware corporation 









	39.	Mayfair Wine & Liquor Shop, Inc., a Wisconsin corporation 

  

	40.	McIre One, Inc., a Delaware corporation 

  

	41.	MF Distribution Center of Illinois LLC, a Delaware limited liability company 

  

	42.	MF Fargo-Grand Forks-Bismarck Stores LLC, a Delaware limited liability company 

  

	43.	MF Grape-Coldwater Stores LLC, a Delaware limited liability company 

  

	44.	Minooka Exchange, LLC, an Ohio limited liability company 

  

	45.	MOA Rest, Inc., a Minnesota corporation 

  

	46.	Nimbus Store LLC, a Delaware limited liability company 

  

	47.	Nutmeg Acquisition Corporation, a Connecticut corporation 

  

	48.	OBP, LLC, a Tennessee limited liability company 

  

	49.	R.H. Macy Holdings (HK), Ltd., a Delaware corporation 

  

	50.	R.H. Macy Warehouse (HK), Ltd., a Delaware corporation 

  

	51.	Rooftop, Inc., a Minnesota corporation 

  

	52.	Silver Spring Condo Corporation, a Delaware corporation 

  

	53.	Southdale Stores LLC, a Delaware limited liability company 

  

	54.	SWDC Investment Company, a Connecticut corporation 

  

	55.	Walden Stores Corporation, an Indiana corporation 

  

 2 








 SCHEDULE B 
 Subordination Terms 
 ARTICLE I 
 DEFINITIONS 
 Capitalized terms used herein have the meanings set forth in the Amended and Restated Guarantee Agreement
dated as of January 5, 2009 (the “Guarantee Agreement”) among Macy’s, Inc., Macy’s Retail Holdings, Inc., the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as Paying Agent or, if not defined
therein, then in the Credit Agreement referred to therein. In addition, as used herein the following terms shall have the following meanings: 
 “Senior Creditors” means the Credit Parties. 
 “Senior Obligations” means (a) with respect
to the Borrower, the Obligations, and (b) with respect to any other Loan Party, all monetary obligations of such Loan Party under the Guarantee Agreement. 
 “Subordinated Creditors” means each of Parent, the Borrower and the other Subsidiaries. 
 “Subordinated Obligations” means, with respect to any Loan Party, all Indebtedness and other monetary obligations of such Loan Party at any time owing to any Subordinated Creditor (including any such obligations or other
liabilities owing to any other Person for the direct or indirect benefit of any Subordinated Creditor). 
 ARTICLE II 
 SUBORDINATION 
 SECTION 2.1.
Subordination. Each Subordinated Creditor hereby agrees that all the Subordinated Obligations of each Loan Party are hereby expressly subordinated, to the extent and in the manner set forth in this Article II, to the prior payment in full in
cash of all Senior Obligations of such Loan Party in accordance with the terms hereof. 
 SECTION 2.2. Dissolution or Insolvency. Upon
any distribution of the assets of any Loan Party or upon any dissolution, winding up, liquidation or reorganization of any Loan Party, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon
any assignment for the benefit of creditors or any other marshaling of the assets and liabilities of any Loan Party, or otherwise: 
 (a) the
Senior Creditors of such Loan Party shall first be entitled to receive payment in full in cash of the Senior Obligations of such Loan Party in accordance with the terms of such Senior Obligations and the Loan Documents before any Subordinated
Creditor shall be entitled to receive any payment on account of the Subordinated Obligations of such Loan Party, whether as principal, interest or otherwise; and 







 (b) any payment by, or distribution of the assets of, such Loan Party of any kind or character, whether
in cash, property or securities, to which any Subordinated Creditor would be entitled except for the provisions hereof shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver,
custodian or liquidating trustee or otherwise) directly to the Paying Agent to the extent necessary to make payment in full in cash of all Senior Obligations of such Loan Party remaining unpaid, after giving effect to any concurrent payment or
distribution to the Senior Creditors in respect of the Senior Obligations, to be held and applied by the Paying Agent to payment of the Senior Obligations. 
 SECTION 2.3. Payment of Subordinated Obligations Prohibited Upon Exercise of Remedies. No payment (whether directly, by exercise of any right of set-off or otherwise) in respect of the Subordinated Obligations
of any Loan Party, whether as principal, interest or otherwise, shall be permitted, and no such payment shall be received or accepted by or on behalf of any Subordinated Creditor, if an Event of Default has occurred and is continuing and the
Commitments have been terminated pursuant to Article VII of the Credit Agreement. 
 SECTION 2.4. Certain Payments Held in Trust. In
the event that any payment by, or distribution of the assets of, any Loan Party of any kind or character, whether in cash, property or securities, and whether directly, by exercise of any right of set-off or otherwise, shall be received by or on
behalf of any Subordinated Creditor at a time when such payment is prohibited hereby, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the Paying Agent to the extent necessary to make payment in full
in cash of all Senior Obligations of such Loan Party remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Creditors in respect of such Senior Obligations, to be held and applied by the Paying Agent to satisfy
the Senior Obligations. 
 SECTION 2.5. Subrogation. Subject to the prior indefeasible payment in full in cash of the Senior
Obligations of a Loan Party, the applicable Subordinated Creditors of such Loan Party shall be subrogated to the rights of the Senior Creditors of such Loan Party to receive payments or distributions in cash, property or securities of such Loan
Party applicable to such Senior Obligations until all amounts owing on the Subordinated Obligations of such Loan Party shall be paid in full, and as between and among a Loan Party, its creditors (other than its Senior Creditors) and the applicable
Subordinated Creditors of such Loan Party, no such payment or distribution made to the Paying Agent by virtue hereof that otherwise would have been made to the Subordinated Creditors of such Loan Party shall be deemed to be a payment by such Loan
Party on account of its Subordinated Obligations, it being understood that the provisions hereof are intended solely for the purpose of defining the relative rights of the Subordinated Creditors, on the one hand, and the Senior Creditors, on the
other hand. 
  

 2 








 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 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. 
  

 2 








 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:


  

 3 








 EXHIBIT C-1 
 JONES DAY LETTERHEAD 
 January 5, 2009 
 To the Lenders and the Agents 
 Referred to Below 
 c/o JPMorgan Chase Bank, N.A. 
 270 Park Avenue 
 New York NY, 10017 
 Re:     Macy’s, Inc. 
 Ladies and Gentlemen: 
 We have acted as special counsel to
the entities listed on the attached Schedule 1 (collectively, the “Loan Parties” and each a “Loan Party”) in connection with the amended and restated credit agreement dated as of August 30, 2007, as amended and
restated as of January 5, 2009 (the “Credit Agreement”), among Macy’s Inc., a Delaware corporation (“Macy’s”), Macy’s Retail Holdings, Inc., a New York corporation (“MRHI”), the
lenders from time to time party thereto (collectively, the “Lenders”), JPMorgan Chase Bank, N.A. (“JPMorgan”), and Bank of America, N.A., as administrative agents (collectively, in such capacity, the
“Agents” and each an “Agent”), and JPMorgan, as paying agent (in such capacity, the “Paying Agent”). This letter is delivered to you pursuant to Section 5(c) of the Amendment and Restatement
Agreement, dated as of December 18, 2008 (the “Amendment and Restatement Agreement”), among Macy’s, MRHI, the Administrative Agents and the Paying Agent. Capitalized terms used in this letter and not otherwise defined have
the meanings assigned to such terms in the Credit Agreement. With your permission, all assumptions and statements of reliance in this letter have been made without any independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of the assumptions or items upon which we have relied. 
 In connection with the opinions expressed in this letter, we have examined such documents, records and matters of law as we have deemed necessary for the purposes of the opinions expressed below. We have examined,
among other documents, the following: 
  

	 	(a)	an executed copy of the Amendment and Restatement Agreement; 

  

	 	(b)	an executed copy of the Guarantee Agreement (together with the Amendment and Restatement Agreement, the “Loan Documents”, and each, a “Loan
Document”); and 

  

	 	(c)	the Officer’s Certificate of the Loan Parties delivered to us in connection with this letter, a copy of which is attached as Annex A (the “Officer’s
Certificate”). 








 January 5, 2009 
 page 2

 In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all
signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed
in this letter, we have relied upon, and assume the accuracy of, representations and warranties contained in the Loan Documents and certificates and oral or written statements and other information of or from representatives of the Loan Parties and
public officials. With respect to the opinions expressed in (i) and (ii) of paragraph 1 below, our opinions are limited to our review of only those laws and regulations that, in our experience, are normally applicable to transactions of
the type contemplated by the Credit Agreement. 
 Based upon the foregoing, and subject to the limitations, qualifications and assumptions
set forth in this letter, we are of the opinion that: 
 1. The execution and delivery by each Loan Party of the Loan Documents to which it
is a party and the performance by such Loan Party of its obligations under the Loan Documents to which it is a party (i) do not require under present law, or present regulation of any governmental agency or authority, of the State of New York
or the United States of America any filing or registration by such Loan Party with, or approval or consent of, any governmental agency or authority of the State of New York or of the United States of America or any other Person party to any of the
agreements listed in the Officer’s Certificate that has not been made or obtained except filings under securities laws; (ii) do not violate (a) any present law, or present regulation of any governmental agency or authority, of
the State of New York, the United States of America or the General Corporate Law of the State of Delaware or (b) any agreement binding upon the Loan Parties or their property or any court decree or order binding upon such Loan Party or its
property (this opinion being limited (1) to those agreements, decrees or orders that have been identified to us in the Officer’s Certificate and (2) in that we express no opinion with respect to any violation not readily ascertainable
from the face of any such agreement, decree or order or arising under or based upon any cross-default provision insofar as it relates to a default under an agreement not so identified to us or arising under or based upon any covenant of a financial
or numerical nature or requiring computation); and (iii) will not result in or require the creation or imposition of any security interest or lien upon any of its properties under the provisions of any agreement binding upon such Loan Party or
its properties other than any security interests and any rights of set-off or other liens in favor of the Agents or the Lenders arising under the Loan Documents or applicable law (this opinion being limited to those agreements that have been
identified to us in the Officer’s Certificate). 
 2. Each of the Loan Documents constitutes a valid, binding and enforceable obligation
of each Loan Party thereto. 
 3. The borrowings by the Borrower under the Credit Agreement and the application of the proceeds of such
borrowings as provided in the Credit Agreement will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System (the “Margin Regulations”). 







 January 5, 2009 
 page 3

 4. No Loan Party is required to register as an “investment company” (under and as defined in the Investment Company Act of 1940,
as amended (the “1940 Act”)) or is a company controlled by a company required to register as such under the 1940 Act. 
 The
opinions set forth above are subject to the following qualifications: 
 (A) Our opinions in paragraph 2 above are subject to
(i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, voidable preference, moratorium, conservatorship, arrangement or similar laws and related regulations and judicial doctrines from time to time in effect affecting
creditors’ rights and remedies generally and (ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses, the exercise of judicial discretion
and limits on the availability of equitable remedies), whether such principles are considered in a proceeding at law or in equity. 
 (B) We
express no opinion as to the enforceability of any provision in the Loan Documents: 
 (i) relating to indemnification,
contribution or exculpation in connection with violations of any securities laws or statutory duties or public policy or in connection with willful, reckless or unlawful acts or gross negligence of the indemnified or exculpated party or the party
receiving contribution; 
 (ii) relating to exculpation of any party in connection with its own negligence that a court would
determine in the circumstances under applicable law to be unfair or insufficiently explicit; 
 (iii) providing that any
person or entity other than a Lender may exercise set-off rights other than in accordance with and under applicable law; 
 (iv) relating to choice of governing law to the extent that the enforceability of any such provision is to be determined by any court other than a court of the State of New York; 
 (v) providing that any person or entity may enforce any right or remedy thereunder except in compliance with applicable laws; 

(vi) purporting to confer, or constituting an agreement with respect to, subject matter jurisdiction of United States federal courts to
adjudicate any matter; 
 (vii) specifying that provisions of the Loan Documents may be waived only in writing, to the extent
that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of the Loan Documents; or 







 January 5, 2009 
 page 4

 (viii) giving any person or entity the power to accelerate obligations without any notice to the obligor. 
 (C) Our opinions as to enforceability are subject to the effect of generally applicable rules of law that: 
 (i) provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected; and 

(ii) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to
circumstances in which the unenforceable portion is not an essential part of the agreed exchange, or that permit a court to reserve to itself a decision as to whether any provision of any agreement is severable. 
 (D) We express no opinion as to the enforceability of any purported waiver, release, variation, disclaimer, consent or other agreement to similar effect
(all of the foregoing, collectively, a “Waiver”) by any Loan Party under any of the Loan Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to
a right, claim, duty or defense or a ground for, or a circumstance that would operate as, a discharge or release otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective
under and is not prohibited by or void or invalid under provisions of applicable law (including judicial decisions). 
 (E) To the extent it
may be relevant to the opinions expressed herein, we have assumed that (i) each Loan Party is a corporation or limited liability company, as applicable, existing in good standing under the laws of the jurisdiction of organization of such Loan
Party; (ii) each Loan Party has the corporate or limited liability company, as applicable, power and authority to enter into and to perform its obligations under the Loan Documents to which it is a party, (iii) the execution and delivery
by each Loan Party of the Loan Documents to which it is a party and the performance by such Loan Party of its obligations under the Loan Documents to which it is a party (a) have been authorized by all necessary corporate or limited liability
company, as applicable, action by such Loan Party and (b) do not contravene any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other equivalent organizational document, as
applicable, of such Loan Party; and (iv) each of the Loan Documents has been duly executed and delivered on behalf of each Loan Party that is a party thereto. 
 (F) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Loan Documents (other than the Loan Parties) have the power to enter into and perform such documents and
to consummate the transactions contemplated thereby and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such parties. 







 January 5, 2009 
 page 5

 (G) For purposes of the opinions set forth in paragraph 3 above, we have assumed that (i) no Agent or any Lender has or will have the
benefit of any agreement or arrangement (excluding the Loan Documents) pursuant to which any extensions of credit are directly or indirectly secured by Margin Stock (as defined in the Margin Regulations), (ii) no Agent or any Lender or any of
their respective affiliates has extended or will extend any other credit to the Borrower directly or indirectly secured by Margin Stock, and (iii) no Agent or any Lender has relied or will rely upon any Margin Stock as collateral in extending
or maintaining any extensions of credit pursuant to the Loan Documents. 
 The opinions expressed in this letter are limited to (i) the
federal laws of the United States of America and the laws of the State of New York and (ii) to the extent relevant to the opinions expressed in (ii) of paragraph 1 above, the General Corporation Law of the State of Delaware, each as
currently in effect. The opinions set forth in this letter are as of the date hereof and are limited to those expressly set forth in this letter, and we express no opinion by implication. 
 The opinions expressed in this letter are solely for the benefit of the addressees of this letter in connection with the transaction referred to in this
letter and may not be relied on by such addressees for any other purpose, in any manner or for any purpose by any other person or entity. 
  

	
	Very truly yours,
	
	JONES DAY









 Schedule 1 
 Loan Parties 
  

	1.	Macy’s, Inc., a Delaware corporation 

  

	2.	Bloomingdale’s Atlantic City, Inc., a Delaware corporation 

  

	3.	Jordan Servicenter, Inc., a Delaware corporation 

  

	4.	Kaufmann’s Carousel, Inc., a Delaware corporation 

  

	5.	Laurel Plaza Development I, Inc., a Delaware corporation 

  

	6.	Macy’s California Realty, LLC, a Delaware limited liability company 

  

	7.	Macy’s Corporate Services, Inc., a Delaware corporation 

  

	8.	Macy’s Hamilton By Appointment, Inc., a Delaware corporation 

  

	9.	Macy’s Merchandising Group International, LLC, a Delaware limited liability company 

  

	10.	Macy’s Systems and Technology, Inc., a Delaware corporation 

  

	11.	Macy’s Systems Leasing, Inc., a Delaware corporation 

  

	12.	Macy’s Texas, Inc., a Delaware corporation 

  

	13.	Marshall Field’s Chicago, Inc., a Delaware corporation 

  

	14.	May Credit Corporation, a Delaware corporation 

  

	15.	May Properties of Maryland, Inc., a Delaware corporation 

  

	16.	May Stores IV, Inc., a Delaware corporation 

  

	17.	May Stores VIII, Inc., a Delaware corporation 

  

	18.	McIre One, Inc., a Delaware corporation 

  

	19.	MF Distribution Center of Illinois LLC, a Delaware limited liability company 

  

	20.	MF Fargo-Grand Forks-Bismarck Stores LLC, a Delaware limited liability company 

  

	21.	MF Grape-Coldwater Stores LLC, a Delaware limited liability company 

  

	22.	Nimbus Store LLC, a Delaware limited liability company 

  

	23.	R.H. Macy Holdings (HK), Ltd., a Delaware corporation 

  

	24.	R.H. Macy Warehouse (HK), Ltd., a Delaware corporation 

  

	25.	Silver Spring Condo Corporation, a Delaware corporation 

  

	26.	Southdale Stores LLC, a Delaware limited liability company 

  

	27.	Minooka Exchange, LLC, an Ohio limited liability company 

  

	28.	Bloomingdale’s Gift Card, LLC, an Ohio limited liability company 

  

	29.	Bloomingdale’s, Inc., an Ohio corporation 

  

	30.	Bloomingdale’s, LLC, an Ohio limited liability company 

  

	31.	Macy’s Central, LLC, an Ohio limited liability company 

  

	32.	Macy’s Credit and Customer Services, Inc., an Ohio corporation 

  

	33.	Macy’s Department Stores, Inc., an Ohio corporation 

  

	34.	Macy’s East, LLC, an Ohio limited liability company 

  

	35.	Macy’s Florida Stores, LLC, an Ohio limited liability company 

  

	36.	Macy’s Florida, LLC, an Ohio limited liability company 

  

	37.	Macy’s GC Sales, Inc., and Ohio corporation 

  

	38.	Macy’s Gift Card, LLC, an Ohio limited liability company 

  

	39.	Macy’s Home Store, LLC, an Ohio limited liability company 

  

	40.	Macy’s Insurance, Inc., an Ohio corporation 

  

	41.	Macy’s West, LLC, an Ohio limited liability company 

  

	42.	Macy’s Retail Holdings, Inc., a New York corporation 









	43.	Bloomingdale’s By Mail Ltd., a New York corporation 

  

	44.	Macys.com, Inc., a New York corporation 

  

	45.	Central Regional Claims Corporation, a Texas corporation 

  

	46.	22 East Advertising Agency, Inc., a Florida corporation 

  

	47.	22 East Reality Corporation, a Florida corporation 

  

	48.	Charleston Stores Corporation, an Indiana corporation 

  

	49.	Dayton’s Iron Horse Liquors, Inc., a Minnesota corporation 

 50.    May Company Montgomery Condominium LLC, a Maryland limited liability company 
  

	51.	Mayfair Wine & Liquor Shop, Inc., a Wisconsin corporation 

  

	52.	MOA Rest, Inc., a Minnesota corporation 

  

	53.	Nutmeg Acquisition Corporation, a Connecticut corporation 

  

	54.	OBP, LLC, a Tennessee limited liability company 

  

	55.	Rooftop, Inc., a Minnesota corporation 

  

	56.	SWDC Investment Company, a Connecticut corporation 

  

	57.	Walden Stores Corporation, an Indiana corporation 








 EXHIBIT C-2 
 [Macy’s Letterhead] 
 Dennis J. Broderick 
 Senior Vice President 
 General Counsel & Secretary 
 January 5, 2009 
  

	To:	The Lenders and the Agents 


	 	Referred to Below 


	 	c/o JPMorgan Chase Bank, N.A. 


	 	270 Park Avenue 


	 	New York, NY 10017 

 Re:    
Macy’s, Inc. 
 Ladies and Gentlemen: 
 As General Counsel of Macy’s, Inc., a Delaware corporation (the “Parent”) and of Macy’s Retail Holdings, Inc., a New York corporation and wholly owned subsidiary of the Parent (the “Borrower”), I
have acted as counsel for the entities identified on Schedule I hereto (collectively, the “Loan Parties” and each a “Loan Party”) in connection with the amended and restated credit agreement dated as of
August 30, 2007, as amended and restated as of January 5, 2009 (the “Credit Agreement”), among the Parent, the Borrower, the lenders from time to time party thereto (collectively, the “Lenders”), JPMorgan
Chase Bank, N.A. (“JPMorgan”) and Bank of America, N.A., as administrative agents (collectively, in such capacity, the “Agents”), and JPMorgan, as paying agent (the “Paying Agent”). This letter is
delivered to you pursuant to Section 5(c) of the Amendment and Restatement Agreement, dated as of December 18, 2008 (the “Amendment and Restatement Agreement”), among the Parent, the Borrower, the Agents and the Paying
Agent. Capitalized terms used in this letter and not otherwise defined have the meanings assigned to such terms in the Credit Agreement. 
 I
have examined (i) an executed copy of the Amendment and Restatement Agreement, (ii) an executed copy of the Guarantee Agreement (together with the Amendment and Restatement Agreement, the “Loan Documents”) and
(iii) such other documents and records as I have deemed necessary for purposes of this opinion. Based on the foregoing, and subject to the assumptions, qualifications, and limitations set forth in this letter, I am of the opinion that:

 1. Each Loan Party is a corporation or limited liability company, as applicable, existing in good standing under the laws of the
jurisdiction of organization of such Loan Party. 







 To the Lenders and Agents 
 January 5, 2009 
 Page 2 
 2. Each
Loan Party has the corporate or limited liability company, as applicable, power and authority to enter into and to perform its obligations under the Loan Documents to which it is a party. 
 3. The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance by such Loan Party of its obligations
under the Loan Documents to which it is a party (i) have been authorized by all necessary corporate or limited liability company, as applicable, action by such Loan Party and (ii) do not contravene any provision of the certificate of
incorporation, certificate of formation, bylaws, limited liability company agreement or other equivalent organizational document, as applicable, of such Loan Party. 
 4. Each of the Loan Documents has been duly executed and delivered on behalf of each Loan Party thereto. 
 5. To the best of my knowledge, there is no action, suit, investigation, litigation or proceeding affecting the Loan Parties or any of their Subsidiaries, pending or threatened before any court, governmental agency or arbitrator that
(i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of the Credit Agreement or any of the Loan Document or the consummation of the transactions contemplated
by the Credit Agreement or the Loan Documents. 
 This opinion is furnished by me as of the date hereof, as General Counsel of the Loan
Parties, to the addressee hereof solely for the benefit of such entities and solely with respect to the above transactions, upon the understanding that I am not assuming hereby any professional responsibility to any other person whatsoever.

  

	
	Very truly yours,
	
	/s/ Dennis J. Broderick
	Dennis J. Broderick









 Schedule I 
 Loan Parties 
  

	1.	Macy’s, Inc., a Delaware corporation 

  

	2.	Bloomingdale’s Atlantic City, Inc., a Delaware corporation 

  

	3.	Jordan Servicenter, Inc., a Delaware corporation 

  

	4.	Kaufmann’s Carousel, Inc., a Delaware corporation 

  

	5.	Laurel Plaza Development I, Inc., a Delaware corporation 

  

	6.	Macy’s California Realty, LLC, a Delaware limited liability company 

  

	7.	Macy’s Corporate Services, Inc., a Delaware corporation 

  

	8.	Macy’s Hamilton By Appointment, Inc., a Delaware corporation 

  

	9.	Macy’s Merchandising Group International, LLC, a Delaware limited liability company 

  

	10.	Macy’s Systems and Technology, Inc., a Delaware corporation 

  

	11.	Macy’s Systems Leasing, Inc., a Delaware corporation 

  

	12.	Macy’s Texas, Inc., a Delaware corporation 

  

	13.	Marshall Field’s Chicago, Inc., a Delaware corporation 

  

	14.	May Credit Corporation, a Delaware corporation 

  

	15.	May Properties of Maryland, Inc., a Delaware corporation 

  

	16.	May Stores IV, Inc., a Delaware corporation 

  

	17.	May Stores VIII, Inc., a Delaware corporation 

  

	18.	McIre One, Inc., a Delaware corporation 

  

	19.	MF Distribution Center of Illinois LLC, a Delaware limited liability company 

  

	20.	MF Fargo-Grand Forks-Bismarck Stores LLC, a Delaware limited liability company 

  

	21.	MF Grape-Coldwater Stores LLC, a Delaware limited liability company 

  

	22.	Nimbus Store LLC, a Delaware limited liability company 

  

	23.	R.H. Macy Holdings (HK), Ltd., a Delaware corporation 

  

	24.	R.H. Macy Warehouse (HK), Ltd., a Delaware corporation 

  

	25.	Silver Spring Condo Corporation, a Delaware corporation 

  

	26.	Southdale Stores LLC, a Delaware limited liability company 

  

	27.	Minooka Exchange, LLC, an Ohio limited liability company 

  

	28.	Bloomingdale’s Gift Card, LLC, an Ohio limited liability company 

  

	29.	Bloomingdale’s, Inc., an Ohio corporation 

  

	30.	Bloomingdale’s, LLC, an Ohio limited liability company 

  

	31.	Macy’s Central, LLC, an Ohio limited liability company 

  

	32.	Macy’s Credit and Customer Services, Inc., an Ohio corporation 

  

	33.	Macy’s Department Stores, Inc., an Ohio corporation 

  

	34.	Macy’s East, LLC, an Ohio limited liability company 

  

	35.	Macy’s Florida Stores, LLC, an Ohio limited liability company 

  

	36.	Macy’s Florida, LLC, an Ohio limited liability company 

  

	37.	Macy’s GC Sales, Inc., and Ohio corporation 

  

	38.	Macy’s Gift Card, LLC, an Ohio limited liability company 

  

	39.	Macy’s Home Store, LLC, an Ohio limited liability company 

  

	40.	Macy’s Insurance, Inc., an Ohio corporation 

  

	41.	Macy’s West, LLC, an Ohio limited liability company 

  

	42.	Macy’s Retail Holdings, Inc., a New York corporation 









	43.	Bloomingdale’s By Mail Ltd., a New York corporation 

  

	44.	Macys.com, Inc., a New York corporation 

  

	45.	Central Regional Claims Corporation, a Texas corporation 

  

	46.	22 East Advertising Agency, Inc., a Florida corporation 

  

	47.	22 East Reality Corporation, a Florida corporation 

  

	48.	Charleston Stores Corporation, an Indiana corporation 

  

	49.	Dayton’s Iron Horse Liquors, Inc., a Minnesota corporation 

  

	50.	May Company Montgomery Condominium LLC, a Maryland limited liability company 

  

	51.	Mayfair Wine & Liquor Shop, Inc., a Wisconsin corporation 

  

	52.	MOA Rest, Inc., a Minnesota corporation 

  

	53.	Nutmeg Acquisition Corporation, a Connecticut corporation 

  

	54.	OBP, LLC, a Tennessee limited liability company 

  

	55.	Rooftop, Inc., a Minnesota corporation 

  

	56.	SWDC Investment Company, a Connecticut corporation 

  

	57.	Walden Stores Corporation, an Indiana corporation