Exhibit 10.02	
  GUARANTEE AGREEMENT

  dated
  as of

  June
  20, 2011,

  among

  
	Macy’s, Inc.

  
	Macy’s 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................................................................................ 1


ARTICLE II



Guarantee


SECTION 2.01. Guarantee................................................................................................. 2


SECTION 2.02. Guarantee of Payment............................................................................... 2


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....................................................................... 4


SECTION 3.02. Contribution and Subrogation................................................................... 5


SECTION 3.03. Subordination........................................................................................... 5


ARTICLE IV



Miscellaneous


SECTION 4.01. Notices.................................................................................................... 5


SECTION 4.02. Waivers; Amendment............................................................................... 5


SECTION 4.03. Successors and Assigns............................................................................ 6


SECTION 4.04. Survival of Agreement.............................................................................. 6


SECTION 4.05. Counterparts; Effectiveness; Several
Agreement....................................... 6


SECTION 4.06. Severability.............................................................................................. 7


SECTION 4.07. Right of Set-Off....................................................................................... 7


SECTION 4.08. Governing Law........................................................................................ 7


SECTION 4.09. Headings................................................................................................. 7


SECTION 4.10. Termination or Release............................................................................ 7


 


Schedule
A – List of Initial Subsidiary Guarantors


Schedule B -- Subordination Terms


Exhibit A – Supplement to the Guarantee Agreement


 











GUARANTEE AGREEMENT dated as of
June 20, 2011, among MACY’S, INC. (“Parent”), MACY’S RETAIL
HOLDINGS, INC. (the “Borrower”), the SUBSIDIARY GUARANTORS party hereto
and JPMORGAN CHASE BANK, N.A., as Paying Agent.


 


Reference is made to the Credit Agreement dated as of
June 20, 2011 (as 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.  The
obligations of the Lenders and the Issuing Banks to extend credit to the
Borrower are 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.


 


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.


 


(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, other than a release pursuant to
Section 4.10(b).


 


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.


 

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.  


 


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 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.


 


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 the Public Debt Ratings are Baa3 and BBB- (in each case with
stable outlook) or better, the Borrower may by written notice to the Paying
Agent release and terminate the Guarantees hereunder by all or any one of the
Subsidiary Guarantors.


 


(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]





  

 

 

 

 

 

 

 

 

 

 

 

 

 

 













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: Chief Financial Officer

  



 


 


	
  MACY’S
  RETAIL HOLDINGS, INC.,

  	 

	
  by

  	 

	
   

  	
  /s/ Karen M. Hoguet

  	 

	
   

  	
  Name:  Karen M. Hoguet

  	 

	
   

  	
  Title:   Vice President

  	 

	
   

   

  	
   

  	 

	
  BloomingDale’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

  



 






 


 


	
  Macy’s corporate
  services, inc.,

  
	
  by

  
	
   

  	
  /s/ Brian M. Szames

  
	
   

  	
  Name:  Brian M. Szames

  
	
   

  	
  Title:    Treasurer

  



 


 


	
  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

  



 






 


 

 

 

 


	
  Rooftop, Inc.,

  
	
  by

  
	
   

  	
  /s/ Warren P. Wolfe

  
	
   

  	
  Name:  Warren P. Wolfe

  
	
   

  	
  Title:    President

  



 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


	
  Bloomingdale’s By Mail Ltd. Bloomingdale’s Gift Card, LLC

  Bloomingdale’s The Outlet Store, Inc.

  Bloomingdale’s, Inc.

  Bloomingdale’s, LLC

  Central Regional Claims Corporation

  Jordan Servicenter, Inc.

  Kaufmann’s Carousel, Inc.

  Laurel Plaza Development I, Inc.

  Leawood Exchange, LLC

  Macy’s California Realty, LLC

  Macy’s Credit and Customer Services, Inc.

  Macy’s Florida Stores, LLC

  Macy’s Gift Card, LLC

  Macy’s Insurance, Inc.

  Macy’s Merchandising Corporation

  Macy’s Systems and Technology, Inc. Macy’s Systems
  Leasing, Inc.

  Macy’s West Stores, Inc.

  Macy’s West Virginia Land Leasing, LLC

  Macys.com, Inc.

  May Company Montgomery Condominium LLC

  May Properties of Maryland, Inc.

  May Stores IV, Inc.

  McIre One, Inc.

  MF Distribution Center of Illinois LLC

  MF Fargo-Grand Forks-Bismarck Stores LLC

  MF Grape-Coldwater Stores LLC

  Minooka Exchange, LLC

  MOA Rest, Inc.

  Nimbus Stores LLC

  OBP Development, LLC

  OBP, LLC

  R.H. Macy Holdings (HK), Ltd.

  R.H. Macy Warehouse (HK), Ltd.

  Southdale Stores LLC

   

  
	
  by

  
	
   

  	
  /s/ Brian M. Szames

  
	
   

  	
  Name: Brian M. Szames

  
	
   

  	
  Title:   Vice President

   

   

  



 








SCHEDULE
A


LIST
OF INITIAL SUBSIDIARY GUARANTORS


1.         Bloomingdale's Atlantic City,
Inc., a Delaware corporation


2.         Bloomingdale's By Mail Ltd., a
New York corporation


      3.         Bloomingdale's Gift Card,
LLC, an Ohio limited liability company


4          Bloomingdale's The Outlet
Store, Inc., an Ohio corporation


5.         Bloomingdale's, Inc., an Ohio
corporation


6.         Bloomingdale's, LLC, an Ohio
limited liability company


7.         Central Regional Claims
Corporation, a Texas corporation


8.         Dayton's Iron Horse Liquors,
Inc., a Minnesota corporation


9.         Jordan Servicenter, Inc., a Delaware
corporation


10.       Kaufmann's Carousel, Inc., a
Delaware corporation


11.       Leawood Exchange, LLC, a Kansas
LLC


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


13.       Macy's California Realty, LLC, a
Delaware limited liability company


14.       Macy's Corporate Services, Inc.,
a Delaware corporation


15.       Macy's Credit and Customer
Services, Inc., an Ohio corporation


16.       Macy's Florida Stores, LLC, an
Ohio limited liability company


17.       Macy's Gift Card, LLC, an Ohio
limited liability company


18.       Macy's Hamilton By Appointment,
Inc., a Delaware corporation


19.       Macy's Insurance, Inc., an Ohio
corporation


20.       Macy's Merchandising
Corporation, a Delaware corporation


21.       Macy's Systems and Technology,
Inc., a Delaware corporation


22.       Macy's Systems Leasing, Inc., a
Delaware corporation


23.       Macy's West Stores, Inc., an
Ohio corporation


24.       Macy's West Virginia Land
Leasing, LLC, a West Virginia limited liability company


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


26.       Marshall Field's Chicago, Inc.,
a Delaware corporation


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


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


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


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


31.       McIre One, Inc., a Delaware
corporation


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


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


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


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


36.       MOA Rest, Inc., a Minnesota
corporation


37.       Nimbus Stores LLC, a Delaware
limited liability company


38.       OBP, LLC, a Tennessee limited
liability company


39.       OBP Development, LLC a Tennessee
limited liability company


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


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


42.       Rooftop, Inc., a Minnesota
corporation


43.       Southdale Stores LLC, a Delaware
limited liability company












  

 

 

 

 

 

 

 

 













                                   

                                  SCHEDULE B


Subordination
Terms


 


ARTICLE
I


 


DEFINITIONS


 


Capitalized
terms used herein have the meanings set forth in the Guarantee Agreement dated
as of June 20, 2011 (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 thereof.


 


                        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.











 

 

 

 

 

 

EXHIBIT
A


 


FORM
OF SUPPLEMENT TO GUARANTEE AGREEMENT


 


SUPPLEMENT
NO. __ dated as of [           ] (this “Supplement”), to the Guarantee
Agreement dated as of June 20, 2011 (as amended, supplemented
or otherwise modified from time to time, the “Guarantee Agreement”) among
MACY’S, INC. (“Parent”), MACY’S 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
Credit Agreement, dated as of June 20, 2011 (as 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.






 


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: