Exhibit 4.2


 


 


 


Macy’s Retail
Holdings, Inc., as Issuer


 


and


 


Macy’s Inc., as Guarantor


 


and


 


The Bank of New
York Mellon Trust Company, N.A., as Trustee


 


SIXTH SUPPLEMENTAL
TRUST INDENTURE


 


Dated
as of May 23, 2014


 


Supplementing that
certain


 


Indenture


 


Dated as of
January 13, 2012


 


Authorizing the
Issuance and Delivery of Senior Securities


 


consisting of


 


$500,000,000
aggregate principal amount of 3.625% Senior Notes Due 2024


 











RECITALS......................................................................................................................................... 1


[Form of Face of Security].................................................................................................. 2


[Form of Reverse of Security]........................................................................................... 4


ARTICLE I......... ISSUANCE OF SENIOR NOTES........................................................................ 8


Section 1.1........... Issuance Of Senior Notes; Principal
Amount; Maturity; 

                             Additional Senior Notes.............................................................................. 8


Section 1.2........... Interest On The Senior Notes; Payment
Of Interest..................................... 9


Section 1.3........... Execution, Authentication And Delivery
Of Securities................................. 10


ARTICLE II........ CERTAIN DEFINITIONS................................................................................... 10


Section 2.1........... Certain Definitions..................................................................................... 10


ARTICLE III...... CERTAIN COVENANTS.................................................................................... 19


Section 3.1........... Liens........................................................................................................ 19


Section 3.2........... Sale And Leaseback Transactions............................................................. 19


Section 3.3........... Permitting Unrestricted Subsidiaries To
Become Restricted Subsidiaries......20


Section 3.4........... Payment Office......................................................................................... 21


ARTICLE IV...... ADDITIONAL EVENTS OF DEFAULT............................................................. 21


Section 4.1........... Additional Events Of Default..................................................................... 21


ARTICLE V........ DEFEASANCE................................................................................................... 22


Section 5.1........... Applicability Of Article V Of The
Indenture...............................................22


ARTICLE VI...... REDEMPTION OF SENIOR NOTES................................................................ 22


Section 6.1........... Right Of Redemption............................................................................... 22


ARTICLE VII..... CHANGE OF CONTROL.................................................................................. 23


Section 7.1........... Repurchase At The Option Of Holders.................................................... 23


ARTICLE VIII... MISCELLANEOUS............................................................................................ 24


Section 8.1........... Reference To And Effect On The
Indenture............................................. 24


Section 8.2........... Waiver Of Certain Covenants.................................................................. 24


Section 8.3........... Supplemental Indenture May Be Executed
In Counterparts...................... 24


Section 8.4........... Effect Of Headings.................................................................................. 24


 











Sixth Supplemental Trust Indenture, dated as of May 23, 2014, among Macy’s Retail Holdings, Inc., a
corporation duly organized and existing under the laws of the State of New
York, as issuer (the “Company”), Macy’s, Inc., a corporation duly
organized and existing under the laws of the State of Delaware, as guarantor
(the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A.,
a national banking association duly incorporated under the laws of the United
States of America, as Trustee (the “Trustee”), (this “Supplemental
Indenture”) to the Indenture, dated as of January 13, 2012, among the
Company, the Guarantor and the Trustee (as supplemented hereby, the “Indenture”).


RECITALS


A.            The Company has duly
authorized the execution and delivery of the Indenture to provide for the
issuance from time to time of its unsecured debentures, notes, or other
evidences of indebtedness (the “Securities”) to be issued in one or more
series as provided for in the Indenture.


B.            The Guarantor has fully
and unconditionally guaranteed, to the extent set forth in the Indenture and
subject to the provisions of the Indenture, the due and punctual payment of
each series of Securities issued thereunder.


C.            The Indenture provides
that the Securities of each series shall be in substantially the form set forth
in the Indenture, or in such other form as may be established by or pursuant to
a Board Resolution or in one or more indentures supplemental thereto, in each
case with such appropriate insertions, omissions, substitutions, and other
variations as are required or permitted by the Indenture, and may have such
letters, numbers, or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof.


D.            The Company shall issue
and deliver, and the Trustee shall authenticate, Securities denominated “3.625%
Senior Notes Due 2024” (the “Senior Notes”) pursuant to the terms of
this Supplemental Indenture and substantially in the form set forth below, in
each case with such appropriate insertions, omissions, substitutions, and other
variations as are required or permitted by the Indenture and this Supplemental
Indenture, and with such letters, numbers, or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with
the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.






 


[Form of Face of Security]


This Security is a Global Security
within the meaning of the Indenture hereinafter referred to and is registered
in the name of a Depositary or a nominee thereof.  This Security may not be
transferred to, or registered or exchanged for Securities registered in the
name of any Person other than the Depositary or a nominee thereof, and no such
transfer may be registered, except in the limited circumstances described in
the Indenture.  Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, this Security shall be a Global
Security subject to the foregoing, except in such limited circumstances.


Macy’s
Retail Holdings, Inc.


3.625% Senior Notes Due 2024


Guaranteed
As To Payment Of Principal, Premium, If Any, And Interest By 

Macy’s, Inc.       


	
  No. __

  	
  $___________
  

  Cusip
  No. 55616X AL1

  ISIN
  No. US55616XAL10

  



MACY’S RETAIL HOLDINGS, INC., a
corporation duly organized and existing under the laws of the State of New York
(hereinafter called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
$__________ on June 1, 2024 and to pay interest thereon from May 23, 2014 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually on June 1 and December 1 of each year,
commencing on December 1, 2014, at the rate of 3.625% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which will be May 15 or
November 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.  Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof will be given to Holders of Securities of this
series not less than 10 calendar days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.


MACY’S, INC., a corporation duly organized
and existing under the laws of the State of Delaware (hereinafter called the “Guarantor”,
which term includes any successor Person under the Indenture hereinafter
referred to), has fully and unconditionally guaranteed, to the extent set forth
in the Indenture and subject to the provisions of the Indenture, the due and
punctual payment of each series of Securities issued thereunder (the “Guarantee”). 
The obligations of the Guarantor to the Holders and to the Trustee pursuant to
the Guarantee are expressly set forth in Article XII of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Guarantee.


Subject, in the case of any Global
Security, to any applicable requirements of the Depositary, payment of the
principal of and any such interest on this Security will be made at the office
or agency of the Company maintained for the purpose in New York, New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address appears in
the Security Register.


REFERENCE IS HEREBY MADE TO THE FURTHER
PROVISIONS SET FORTH ON THE REVERSE HEREOF.  SUCH PROVISIONS WILL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.


This Security will not be valid or
become obligatory for any purpose until the certificate of authentication
herein has been signed manually by the Trustee under said Indenture.


In Witness Whereof, the Company has
caused this instrument to be duly executed in accordance with the Indenture.


MACY’S RETAIL HOLDINGS, INC.


 


 


 


Date Issued:                                                          By:
                                                                    


 


 


 


The Guarantor has fully and
unconditionally guaranteed, to the extent set forth in the Indenture and
subject to the provisions of the Indenture, the due and punctual payment of
each series of Securities issued thereunder.  In case of the failure of the
Company punctually to make any such payment, the Guarantor hereby agrees to
cause such payment to be made punctually.


The obligations of the Guarantor to the
Holders and to the Trustee pursuant to the Guarantee are expressly set forth in
Article XII of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee.






 


            In Witness Whereof, the Guarantor has caused
this instrument to be duly executed in accordance with the Indenture.


 


MACY’S, INC.


 


 


 


Date Issued:                                                          By:
                                                                    


 


 


[Form of Reverse of Security]


Macy’s
Retail Holdings, Inc.


This Security is one of a duly
authorized issue of securities of the Company (herein called the “Securities”)
issued and to be issued in one or more series under an Indenture, dated as of
January 13, 2012 (herein called the “Base Indenture”), by and among the
Company, Macy’s, Inc., as guarantor (the “Guarantor”), and The Bank of
New York Mellon Trust Company, N.A., a national banking association, as Trustee
(herein called the “Trustee”, which term includes any successor trustee
under the Indenture), as amended and supplemented by the Sixth Supplemental
Trust Indenture, dated as of May 23, 2014, among the Company, the Guarantor and
the Trustee (the “Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, and immunities thereunder of the
Company, the Guarantor, the Trustee, and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $500,000,000.  Subject to
compliance with Section 1.1(c) of the Supplemental Indenture, the Company is
permitted to issue Additional Senior Notes under the Indenture in an unlimited
principal amount.  Any such Additional Senior Notes that are actually issued
shall be treated as issued and outstanding Securities of this series for all
purposes of the Indenture, unless the context clearly indicates otherwise.


Prior to March 1, 2024, the Securities
of this series are redeemable in whole or in part, at the option of the Company
at any time and from time to time, on not less than 30 or more than 60 days’
prior notice transmitted to the Holders of the Securities of this series, at a
Redemption Price equal to the greater of (i) 100% of the principal amount
of the Securities of this series to be redeemed and (ii) the sum of the
present values of the Remaining Scheduled Payments thereon discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 20 basis points, together in
either case with accrued interest on the principal amount being redeemed to the
Redemption Date.


“Comparable Treasury Issue” means
the United States Treasury security selected by an Independent Investment
Banker that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Securities of
this series.  “Independent Investment Banker” means one of the Reference
Treasury Dealers appointed by the Company.


“Comparable Treasury Price”
means, with respect to any Redemption Date, (i) the average of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day preceding such
Redemption Date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and
designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”
or (ii) if such release (or any successor release) is not published or
does not contain such prices on such business day, (a) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or
(b) if the Company obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations.


“Reference Treasury Dealer” means
each of Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective
successors and one other nationally recognized investment banking firm that is
a primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”) specified from time to time by the Company, except that
if any of the foregoing ceases to be a Primary Treasury Dealer, the Company is
required to designate as a substitute another nationally recognized investment
banking firm that is a Primary Treasury Dealer.


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer as of 3:30 p.m., New York City time, on the third Business Day
preceding such Redemption Date.


“Remaining Scheduled Payments”
means, with respect to each Security of this series to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that
would be due after the related Redemption Date but for such redemption, except
that, if such Redemption Date is not an interest payment date with respect to
such Security, the amount of the next succeeding scheduled interest payment
thereon will be reduced by the amount of interest accrued thereon to such
Redemption Date.


“Treasury Rate” means, with
respect to any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to maturity (computed as of the second business day
immediately preceding such Redemption Date) of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
redemption date.


At any time on and after March 1, 2024,
the Company may, at its option, redeem the Securities in whole or in part on
not less than 30 nor more than 60 days’ prior notice transmitted to the holders
of the Securities of this series to be redeemed.  The Securities will be so
redeemable at a Redemption Price equal to 100% of the principal amount of the
Securities to be redeemed plus accrued and unpaid interest on the Securities to
be redeemed to the Redemption Date.


On and after any Redemption Date,
interest will cease to accrue on the Securities of this series or any portion
thereof called for redemption.  On or prior to any Redemption Date, the Company
shall deposit with a paying agent money sufficient to pay the Redemption Price
of and accrued interest on the Securities of this series to be redeemed on such
date.  If less than all the Securities of this series are to be redeemed, (a)
if such Securities are represented by Global Securities, the Securities of this
series to be redeemed shall be selected for redemption in accordance with the
customary procedures of The Depository Trust Company, a New York corporation (“DTC”),
or (b) if such Securities are represented by Securities in certificated form,
the Securities of this series to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate in accordance
with methods generally used at the time of selection by fiduciaries in similar
circumstances.


If a Change of Control Triggering Event
occurs, unless the Company has exercised its right to redeem the Securities of
this series, the Holders of the Securities of this series will have the right
to require the Company to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of their Securities of this
series pursuant to the Change of Control Offer, on the terms set forth in the
Indenture.  In the Change of Control Offer, the Company will offer payment in
cash equal to 101% of the aggregate principal amount of the Securities of this
series repurchased plus accrued and unpaid interest, if any, on the Securities
of this series repurchased, to the date of purchase in accordance with the
terms of the Indenture.


The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness evidenced by this
Security or (b) certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.


If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company, the Guarantor and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security will be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


As provided in and subject to the
provisions of the Indenture, the Holder of this Security will not have the
right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder unless
such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in aggregate principal amount of the Securities of
this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request
and shall have failed to institute such proceeding for 60 calendar days after
receipt of such notice, request, and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


No reference herein to the Indenture and
no provision of this Security or of the Indenture will alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place,
and rate, and in the coin or currency, herein prescribed.


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


The Securities of this series are
issuable only in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


Prior to due presentment of this
Security for registration of transfer, the Company, the Guarantor, the Trustee,
and any agent of the Company, the Guarantor or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security shall be overdue, and neither the Company, the
Guarantor, the Trustee, nor any such agent will be affected by notice to the
contrary.


Unless this Security is presented by an
authorized representative of DTC, to the Company or its agent for registration
of transfer, exchange, or payment, and any Security issued is registered in the
name of Cede & Co. or such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co., or to such
other entity as is requested by an authorized representative of DTC) any
transfer, pledge, or other use hereof for value or otherwise by or to any
person is wrongful because the registered owner hereof, Cede & Co., has an
interest herein.


All terms used in this Security that are
defined in the Indenture shall have the respective meanings assigned to them in
the Indenture.


The Trustee’s certificate of
authentication shall be in substantially the following form:


Trustee’s Certificate Of
Authentication


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


Dated:                                                 


THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee


 


 


 


By: _________________________________________ 

       Authorized Officer


 


All acts and things necessary to make
the Senior Notes, when the Senior Notes have been executed by the Company and
the Guarantor and authenticated by the Trustee and delivered as provided in the
Indenture and this Supplemental Indenture, the valid, binding, and legal
obligations of the Company and the Guarantor and to constitute these presents a
valid indenture and agreement according to its terms, have been done and
performed, and the execution and delivery by the Company and the Guarantor of
the Indenture and this Supplemental Indenture and the issue hereunder of the
Senior Notes have in all respects been duly authorized; and the Company and the
Guarantor , in each case in the exercise of legal right and power in it vested,
have executed and delivered the Indenture and are executing and delivering this
Supplemental Indenture and propose to make, execute, issue, and deliver the
Senior Notes.


NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH:


In order to declare the terms and
conditions upon which the Senior Notes are authenticated, issued, and
delivered, and in consideration of the premises and of the purchase and
acceptance of the Senior Notes by the Holders thereof, it is mutually agreed,
for the equal and proportionate benefit of the respective Holders from time to
time of the Senior Notes, as follows:


ARTICLE I  ISSUANCE OF SENIOR NOTES.


Section 1.1           
Issuance Of Senior Notes; Principal Amount; Maturity; Additional Senior
Notes.


(a)           On May 23, 2014, the Company shall issue and deliver to the Trustee, and
the Trustee shall authenticate, Senior Notes substantially in the form set
forth above, in each case with such appropriate insertions, omissions,
substitutions, and other variations as are required or permitted by the
Indenture and this Supplemental Indenture, and with such letters, numbers, or
other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such Senior
Notes, as evidenced by their execution of such Senior Notes.



(b)              
The Senior Notes shall be issued in the initial aggregate principal
amount of $500,000,000 and shall mature on June 1, 2024.



(c)               Subject to the terms and conditions contained herein, the Company may
from time to time, without the consent of the existing Holders of Senior Notes
create and issue additional senior notes (the “Additional Senior Notes”)
having the same terms and conditions as the Senior Notes in all respects,
except for issue date, issue price and the first payment of interest thereon. 
Such Additional Senior Notes, at the Company’s determination and in accordance
with the provisions of the Indenture, will be consolidated with and form a
single series with the previously outstanding Senior Notes for all purposes
under the Indenture, including, without limitation, amendments, waivers and
redemptions.  The aggregate principal amount of the Additional Senior Notes, if
any, shall be unlimited.  


Section 1.2           
Interest On The Senior Notes; Payment Of Interest.



(a)           The Senior Notes shall bear interest at the rate of 3.625% per annum
from May 23, 2014, except in the case of Senior Notes delivered pursuant to
Sections 2.05 or 2.07 of the Indenture, which shall bear interest from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, until the principal thereof is paid or made available for payment.  Such
interest shall be payable semiannually on June 1 and December 1 of each year
commencing December 1, 2014.



(b)              
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall, as provided in the Indenture, be paid to the
Person in whose name a Senior Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be May 15 or November 15 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name the Senior Note (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of the Senior Notes not less than 10 calendar days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Senior Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.



(c)               Subject, in the case of any Global Security, to any applicable
requirements of the Depositary, payment of the principal of (and premium, if
any) and any interest on the Senior Notes shall be made in immediately
available funds.


Section 1.3           
Execution, Authentication And Delivery Of Securities.


The Senior Notes will be executed (which
signatures may be via facsimile) (a) on behalf of the Company by any one of the
President, the Chief Financial Officer, or any Vice President of the Company,
and (b) on behalf of the Guarantor by any one of the President, the Chief
Financial Officer or any Vice President of the Guarantor.


ARTICLE II  CERTAIN DEFINITIONS.


Section 2.1           
Certain Definitions.


The terms defined in this Section 2.1
(except as herein otherwise expressly provided or unless the context of this
Supplemental Indenture otherwise requires) for all purposes of this
Supplemental Indenture and of any indenture supplemental hereto have the
respective meanings specified in this Section 2.1.  All accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
GAAP.  All other terms used in this Supplemental Indenture that are defined in
the Indenture or the Trust Indenture Act, either directly or by reference
therein (except as herein otherwise expressly provided or unless the context of
this Supplemental Indenture otherwise requires), have the respective meanings
assigned to such terms in the Indenture or the Trust Indenture Act, as the case
may be, as in force at the date of this Supplemental Indenture as originally
executed.


“Bank Facilities” means the
Credit Agreement, dated as of May 10, 2013, among Macy’s, Inc., Macy’s Retail
Holdings, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A.,  as
administrative agent and paying agent, and Bank of America, N.A., as
administrative agent, as the same may be amended, supplemented or otherwise
modified from time to time.


“Cash Equivalent” means:
(a) obligations issued or unconditionally guaranteed as to principal and
interest by the United States of America or by any agency or authority
controlled or supervised by and acting as an instrumentality of the United
States of America; (b) obligations (including, but not limited to, demand
or time deposits, bankers’ acceptances and certificates of deposit) issued by a
depository institution or trust company or a wholly owned Subsidiary or branch
office of any depository institution or trust company, provided that
(i) such depository institution or trust company has, at the time of the
Company’s or any Restricted Subsidiary’s Investment therein or contractual
commitment providing for such Investment, capital, surplus, or undivided
profits (as of the date of such institution’s most recently published financial
statements) in excess of $100.0 million and (ii) the commercial paper of
such depository institution or trust company, at the time of the Company’s or
any Restricted Subsidiary’s Investment therein or contractual commitment
providing for such Investment, is rated at least A1 by S&P, P-1 by Moody’s
or F1 by Fitch; (c) debt obligations (including, but not limited to,
commercial paper and medium term notes) issued or unconditionally guaranteed as
to principal and interest by any corporation, state, or municipal government or
agency or instrumentality thereof, or foreign sovereignty, if the commercial
paper of such corporation, state, or municipal government or foreign
sovereignty, at the time of the Company’s or any Restricted Subsidiary’s
Investment therein or contractual commitment providing for such Investment, is rated
at least A1 by S&P, P‐1 by Moody’s or F1 by Fitch; (d) repurchase
obligations with a term of not more than seven days for underlying securities
of the type described above entered into with a depository institution or trust
company meeting the qualifications described in clause (b) above; and
(e) Investments in money market or mutual funds that invest predominantly
in Cash Equivalents of the type described in clauses (a), (b), (c), and (d)
above; provided, however, that, in the case of clauses (a) through (c) above,
each such Investment has a maturity of one year or less from the date of
acquisition thereof.


“Change of Control” means the
occurrence of any of the following: (1) the direct or indirect sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Guarantor and its
subsidiaries taken as a whole to any Person other than the Guarantor or one of its
subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any Person
becomes the beneficial owner, directly or indirectly, of more than 50% of the
then outstanding number of shares of the Guarantor’s Voting Stock or other
Voting Stock into which the Voting Stock of the Guarantor is reclassified,
consolidated, exchanged or changed, measured by voting power rather than number
of shares; (3) the Guarantor consolidates with, or merges with or into, any
Person, or any Person consolidates with, or merges with or into the Guarantor,
in any such event pursuant to a transaction in which any of the outstanding
shares of the Guarantor’s Voting Stock or the Voting Stock of such other Person
is converted into or exchanged for cash, securities or other property, other
than any such transaction where the shares of the Guarantor’s Voting Stock
outstanding immediately prior to such transaction constitute, or are converted
into or exchanged for, a majority of the Voting Stock of the resulting or
surviving Person or any direct or indirect parent company of the resulting or
surviving Person immediately after giving effect to such transaction; (4) the
first day on which a majority of the members of the Guarantor’s Board of
Directors are not Continuing Directors; or (5) the adoption of a plan providing
for the liquidation or dissolution of the Guarantor.  Notwithstanding the
foregoing, a transaction shall not be deemed to involve a Change of Control
under clause (2) above if (i) the Guarantor becomes a direct or indirect wholly
owned subsidiary of a holding company and (ii)(A) the direct or indirect
holders of the Voting Stock of such holding company immediately following that
transaction are substantially the same as the holders of the Guarantor’s Voting
Stock immediately prior to that transaction or (B) immediately following that
transaction no Person (other than a holding company satisfying the requirements
of this sentence) is the beneficial owner, directly or indirectly, of more than
50% of the Voting Stock of such holding company.  The term “Person,” as
used in this definition, has the meaning given thereto in Section 13(d)(3) of
the Exchange Act.


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Event.


“Consolidated Net Tangible Assets”
means total assets (less depreciation and valuation reserves and other reserves
and items deductible from gross book value of specific asset accounts under
GAAP) after deducting therefrom (i) all current liabilities and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount,
organization expenses, and other like intangibles, all as set forth on the most
recent balance sheet of the Company and its consolidated Subsidiaries and
computed in accordance with GAAP.


“Continuing Directors” means, as
of any date of determination, any member of the Board of Directors of the
Guarantor who (1) was a member of such Board of Directors on the date of this Supplemental
Indenture; or (2) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or election
(either by a specific vote or by approval of the Guarantor’s proxy statement in
which such member was named as a nominee for election as a director, without
objection to such nomination).


“Existing Indebtedness” means all
Indebtedness under or evidenced by:


-  the Senior Notes;


-  the Company’s 7.875% Senior notes due
2015;


-  the Company’s 6.375% Senior notes due
2037;


-  the Company’s 5.90% Senior notes due
2016;


-  the Company’s 5.75% Senior notes due
2014;


-  the Company’s 6.9% Senior debentures
due 2029;


-  the Company’s 6.7% Senior debentures
due 2034;


-  the Company’s 7.45% Senior debentures
due 2017;


-  the Company’s 6.65% Senior debentures
due 2024;


-  the Company’s 7.0% Senior debentures
due 2028;


-  the Company’s 8.75% Senior debentures
due 2029;


-  the Company’s 6.9% Senior debentures
due 2032;


-  the Company’s 8.5% Senior debentures
due 2019;


-  the Company’s 6.7% Senior debentures
due 2028;


-  the Company’s 7.875% Senior
debentures due 2030;


-  the Company’s 7.875% Senior
debentures due 2036;


-  the Company’s 6.79% Senior debentures
due 2027;


-  the Company’s 8.125% Senior
debentures due 2035;


-  the Company’s 7.45% Senior debentures
due 2016;


-  the Company’s 7.50% Senior debentures
due 2015;


-  the Company’s 10.25% Senior
debentures due 2021;


-  the Company’s 7.6% Senior debentures
due 2025;


-  the Company’s 9.5% amortizing
debentures due 2021;


-  the Company’s 9.75% amortizing
debentures due 2021;


-  the Company’s 3.875% Senior Notes due
2022;


-  the Company’s 5.125% Senior Notes due
2042;


-  the Company’s 2.875% Senior Notes due
2023;


-  the Company’s 4.30% Senior Notes due
2043;


-  the Company’s 4.375% Senior Notes due
2023;


-  Capital Lease Obligations of the
Company and its Restricted Subsidiaries existing on the date of issuance of the
Senior Notes; and


-  the other secured Indebtedness of the
Company or secured or unsecured Indebtedness of its Restricted Subsidiaries
existing on the date of issuance of the Senior Notes.


“Fitch” means Fitch Ratings, Inc.
or its successor.


“Indebtedness” means, as applied to
any Person, without duplication:


(a)           all obligations of such
Person for borrowed money;


(b)           all obligations of such
Person for the deferred purchase price of property or services (other than
property and services purchased, and expense accruals and deferred compensation
items arising, in the ordinary course of business);


(c)           all obligations of such
Person evidenced by notes, bonds, debentures, mandatorily redeemable preferred
stock or other similar instruments (other than performance, surety and appeals bonds
arising in the ordinary course of business);


(d)           all payment obligations
created or arising under any conditional sale, deferred price or other title
retention agreement with respect to property acquired by such Person (unless
the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property);


(e)           any capital lease
obligation of such Person;


(f)            all reimbursement,
payment or similar obligations, contingent or otherwise, of such Person under
acceptance, letter of credit or similar facilities (other than letters of
credit in support of trade obligations or incurred in connection with public
liability insurance, workers’ compensation, unemployment insurance, old-age
pensions and other social security benefits other than in respect of employee
benefit plans subject to ERISA);


(g)           all obligations of such
Person, contingent or otherwise, under any guarantee by such Person of the
obligations of another Person of the type referred to in clauses (a) through
(f) above; and 


(h)           all obligations referred
to in clauses (a) through (f) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any mortgage or security interest in property (including without limitation
accounts, contract rights and general intangibles) owned by such Person and as
to which such Person has not assumed or become liable for the payment of such
obligations other than to the extent of the property subject to such mortgage
or security interest; except that Indebtedness of the type referred to in
clauses (g) and (h) above will be included within the definition of “Indebtedness”
only to the extent of the least of (a) the amount of the underlying Indebtedness
referred to in the applicable clause (a) through (f) above; (b) in the case of
clause (g), the limit on recoveries, if any, from such Person under obligations
of the type referred to in clause (g) above; and (c) in the case of clause (h),
the aggregate value (as determined in good faith by the Company’s Board of
Directors) of the security for such Indebtedness.


“Investment” means, with respect
to any Person, any direct or indirect loan or other extension of credit or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any capital stock,
bonds, notes, debentures, or other securities or evidences of Indebtedness
issued by any other Person.  The amount of any Investment shall be the original
cost thereof, plus the cost of all additions thereto, without any adjustments
for increases or decreases in value, write-ups, write-downs, or write-offs with
respect to such Investment.


“Investment Grade Rating” means a
rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the
equivalent) by Moody’s and BBB- (or the equivalent) by S&P.


“Lien” means any mortgage, deed
of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), security interest, or preference, priority, or other
security agreement or preferential arrangement of any kind or nature whatsoever
intended to assure payment of any Indebtedness or other obligation, including
without limitation any conditional sale, deferred purchase price, or other
title retention agreement, the interest of a lessor under a Capital Lease
Obligation, any financing lease having substantially the same economic effect
as any of the foregoing, and the filing, under the Uniform Commercial Code or
comparable law of any jurisdiction, of any financing statement naming the owner
of the asset to which such Lien relates as debtor.


“Moody’s” means Moody’s Investors
Service, Inc. or its successor.


“Notice” means, with respect to
an Offer to Purchase, a written notice stating:


(a)           the Section of this
Supplemental Indenture pursuant to which such Offer to Purchase is being made;


(b)           the applicable Purchase
Amount (including, if less than all the Senior Notes, the calculation thereof
pursuant to the Section hereof requiring such Offer to Purchase);


(c)           the applicable Purchase
Date;


(d)           the purchase price to be
paid by the Company for each $1,000 principal amount at maturity of Senior
Notes accepted for payment (as specified in this Supplemental Indenture);


(e)           that the Holder of any
Senior Note may tender for purchase by the Company all or any portion of such
Senior Note equal to $2,000 principal amount or an integral multiple of $1,000
in excess thereof;


(f)            the place or places where
Senior Notes are to be surrendered for tender pursuant to such Offer to
Purchase;


(g)           any Senior Note not
tendered or tendered but not purchased by the Company pursuant to such Offer to
Purchase shall continue to accrue interest as set forth in such Senior Note and
this Supplemental Indenture;


(h)           that on the Purchase Date
the purchase price shall become due and payable upon each Senior Note (or
portion thereof) selected for purchase pursuant to such Offer to Purchase and
that interest thereon shall cease to accrue on and after the Purchase Date;


(i)            that each Holder electing
to tender a Senior Note pursuant to such Offer to Purchase shall be required to
surrender such Senior Note at the place or places specified in the Notice prior
to the close of business on the fifth Business Day prior to the Purchase Date
(such Senior Note being, if the Company or the Trustee so requires, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or its attorney duly authorized in writing);


(j)            that (i) if Senior Notes
(or portions thereof) in an aggregate principal amount less than or equal to
the Purchase Amount are duly tendered and not withdrawn pursuant to such Offer
to Purchase, the Company shall purchase all such Senior Notes and (ii) if
Senior Notes in an aggregate principal amount in excess of the Purchase Amount
are duly tendered and not withdrawn pursuant to such Offer to Purchase, (A) the
Company shall purchase Senior Notes having an aggregate principal amount equal
to the Purchase Amount and (B) the particular Senior Notes (or portions
thereof) to be purchased shall be selected by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for purchase
of portions (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of the principal amount of Senior Notes of a denomination larger than
$2,000;


(k)           that, in the case of any
Holder whose Senior Note is purchased only in part, the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Senior
Note without service charge, a new Senior Note or Senior Note of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to and in exchange for the unpurchased portion of the Senior Note so tendered;
and


(l)            any other information
required by applicable law to be included therein.


“Offer to Purchase” means an
offer to purchase Senior Notes pursuant to and in accordance with a Notice, in
the aggregate Purchase Amount, on the Purchase Date, and at the purchase price
specified in such Notice (as determined pursuant to this Supplemental
Indenture).  Any Offer to Purchase shall remain open from the time of mailing
of the Notice until the Purchase Date, and shall be governed by and effected in
accordance with, and the Company and the Trustee shall perform their respective
obligations specified in, the Notice for such Offer to Purchase.


“Permitted Liens” means:  (a)
Liens (other than Liens on inventory) securing (A) Existing Indebtedness;
(B) Indebtedness under the Bank Facilities in an aggregate principal amount at
any one time not to exceed $2,800.0 million, less (i) principal payments
actually made by the Company on any term loan facility under such Bank
Facilities (other than principal payments made in connection with or pursuant
to a refinancing of the Bank Facilities in compliance with clause (a)(I) below)
and (ii) any amounts by which any revolving credit facility commitments under
the Bank Facilities are permanently reduced (other than permanent reductions
made in connection with or pursuant to a refinancing of the Bank Facilities in
compliance with clause (a)(I) below), except that under no circumstances shall
the total allowable indebtedness under this clause (a)(B) be less than $1,825
million (subject to increase from and after the date hereof at a rate,
compounded annually, equal to 3% per annum) if incurred for the purpose of
providing the Company and its Subsidiaries with working capital, including
without limitation, bankers’ acceptances, letters of credit, and similar
assurances of payment whether as part of the Bank Facilities or otherwise; (C) Indebtedness
existing as of the date hereof of any Subsidiary of the Company engaged
primarily in the business of owning or leasing real property; (D) Indebtedness
incurred for the purpose of financing store construction and remodeling or
other capital expenditures; (E) Indebtedness in respect of the deferred
purchase price of property or arising under any conditional sale or other title
retention agreement; (F) Indebtedness of a Person acquired by the Company or a
Subsidiary of the Company at the time of such acquisition; (G) to the extent
deemed to be “Indebtedness”, obligations under swap agreements, cap
agreements, collar agreements, insurance agreements, or any other agreement or
arrangement, in each case designed to provide protection against fluctuations
in interest rates, the cost of currency or the cost of goods (other than
inventory); (H) other Indebtedness in outstanding amounts not to exceed, in the
aggregate, the greater of $750.0 million and 12.5% of Consolidated Net Tangible
Assets of the Company and the Restricted Subsidiaries at any particular time;
and (I) Indebtedness incurred in connection with any extension, renewal,
refinancing, replacement or refunding (including successive extensions,
renewals, refinancings, replacements or refundings), in whole or in part, of
any Indebtedness of the Company or the Restricted Subsidiaries; provided that
the principal amount of the Indebtedness so incurred does not exceed the sum of
the principal amount of the Indebtedness so extended, renewed, refinanced,
replaced or refunded, plus all interest accrued thereon and all related fees
and expenses (including any payments made in connection with procuring any
required lender or similar consents); (b) Liens incurred and pledges and
deposits made in the ordinary course of business in connection with liability
insurance, workers’ compensation, unemployment insurance, old-age pensions and
other social security benefits other than in respect of employee benefit plans
subject to the Employee Retirement Income Security Act of 1974, as amended; (c)
Liens securing performance, surety and appeal bonds and other obligations of
like nature incurred in the ordinary course of business; (d) Liens on goods and
documents securing trade letters of credit; (e) Liens imposed by law, such as
carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens,
incurred in the ordinary course of business and securing obligations which are
not yet due or which  are being contested in good faith by appropriate
proceedings; (f) Liens securing the payment of taxes, assessments and
governmental charges or levies, either (i) not delinquent or (ii) being
contested in good faith by appropriate legal or administrative proceedings and
as to which adequate reserves shall have been established on the books of the
relevant Person in conformity with GAAP; (g) zoning restrictions, easements,
rights of way, reciprocal easement agreements, operating agreements, covenants,
conditions or restrictions on the use of any parcel of property that are routinely
granted in real estate transactions or do not interfere in any material respect
with the ordinary conduct of the business of the Company and its Subsidiaries
or the value of such property for the purpose of such business; (h) Liens on
property existing at the time such property is acquired; (i) purchase money
Liens upon or in any property acquired or held in the ordinary course of
business to secure Indebtedness incurred solely for the purpose of financing
the acquisition of such property; (j) Liens on the assets of any Subsidiary of
the Company at the time such Subsidiary is acquired; (k) Liens with respect to
obligations in outstanding amounts not to exceed $100.0 million at any
particular time and that (i) are not incurred in connection with the borrowing
of money or obtaining advances or credit (other than trade credit in the
ordinary course of business) and (ii) do not in the aggregate interfere in any
material respect with the ordinary conduct of the business of the Company and
its Subsidiaries; and (l) without limiting the ability of the Company or any
Restricted Subsidiary to create, incur, assume or suffer to exist any Lien
otherwise permitted under any of the foregoing clauses, any extension, renewal
or replacement, in whole or in part, of any Lien described in the foregoing
clauses; provided that any such extension, renewal or replacement Lien is
limited to the property or assets covered by the Lien extended, renewed or
replaced or substitute property or assets, the value of which is determined by
the Board of Directors of the Company to be not materially greater than the
value of the property or assets for which the substitute property or assets are
substituted.


“Purchase Amount” means the
aggregate outstanding principal amount of the Senior Notes required to be
offered to be purchased by the Company pursuant to an Offer to Purchase.


“Purchase Date” means, with
respect to any Offer to Purchase, a date specified by the Company in such Offer
to Purchase not less than 30 calendar days or more than 60 calendar days after
the date of the mailing of the Notice of such Offer to Purchase (or such other
time period as is necessary for the Offer to Purchase to remain open for a
sufficient period of time to comply with applicable securities laws).


“Rating Agencies” means (1) each
of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P
ceases to rate the Senior Notes or fails to make a rating of the Senior Notes
publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), selected by the Company (as certified by a resolution
of its Board of Directors) as a replacement agency for Fitch, Moody’s or
S&P, or all of them, as the case may be.


“Rating Event” means the rating
on the Senior Notes is lowered by at least two of the three Rating Agencies and
the Senior Notes are rated below an Investment Grade Rating by at least two of
the three Rating Agencies, on any day during the period (which period will be
extended so long as the rating of the applicable Senior Notes is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies)
commencing 60 days prior to the first public notice of the occurrence of a
Change of Control or the intention of the Guarantor to effect a Change of
Control and ending 60 days following consummation of such Change of Control.


“Restricted Subsidiary” means any
Subsidiary of the Company other than an Unrestricted Subsidiary.


“S&P” means Standard &
Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., or its
successor.


“Sale and Leaseback Transaction”
means, with respect to any Person, an arrangement with any bank, insurance
company, or other lender or investor or to which such lender or investor is a
party providing for the leasing pursuant to a Capital Lease by such Person or
any Subsidiary of such Person of any property or asset of such Person or such
Subsidiary which has been or is being sold or transferred by such Person or
such Subsidiary to such lender or investor or to any Person to whom funds have
been or are to be advanced by such lender or investor on the security of such
property or asset.


“Senior Indebtedness” means any
Indebtedness of the Company or its Subsidiaries other than Subordinated
Indebtedness.


“Significant Subsidiary” means
any Subsidiary that accounts for (a) 10.0% or more of the total consolidated
assets of any Person and its Subsidiaries as of any date of determination or
(b) 10.0% or more of the total consolidated revenues of any Person and its
Subsidiaries for the most recently concluded fiscal quarter.


“Subordinated Indebtedness” means
any Indebtedness of the Company which is expressly subordinated in right of
payment to the Senior Notes or any Indebtedness of the Guarantor which is
expressly subordinated in right of payment to the Guarantee.


“Unrestricted Subsidiary” means
(a) Macy’s Credit and Customer Services, Inc., (b) any Subsidiary of the
Company the primary business of which consists of, and is restricted by the
charter, partnership agreement, or similar organizational document of such
Subsidiary to, financing operations on behalf of the Company and its
Subsidiaries, and/or purchasing accounts receivable or direct or indirect
interests therein, and/or making loans secured by accounts receivable or direct
or indirect interests therein (and business related to the foregoing), or which
is otherwise primarily engaged in, and restricted by its charter, partnership
agreement, or similar organizational document to, the business of a finance
company (and business related thereto), which, in accordance with the
provisions of this Supplemental Indenture, has been designated by Board Resolution
of the Company as an Unrestricted Subsidiary, in each case unless and until any
of the Subsidiaries of the Company referred to in the foregoing clauses (a) and
(b) is, in accordance with the provisions of this Supplemental Indenture,
designated by a Board Resolution of the Company as a Restricted Subsidiary, and
(c) any Subsidiary of the Company of which, in the case of a corporation, more
than 50% of the issued and outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or
classes of such corporation has or might have voting power upon the occurrence
of any contingency), or, in the case of any partnership or other legal entity,
more than 50% of the ordinary equity capital interests, is at the time directly
or indirectly owned or controlled by one or more Unrestricted Subsidiaries and
the primary business of which consists of, and is restricted by the charter,
partnership agreement, or similar organizational document of such Subsidiary
to, financing operations on behalf of the Company and its Subsidiaries, and/or
purchasing accounts receivable or direct or indirect interests therein, and/or
making loans secured by accounts receivable or direct or indirect interests
therein (and business related to the foregoing), or which is otherwise
primarily engaged in, and restricted by its charter, partnership agreement or
similar organizational document to, the business of a finance company (and
business related thereto).


“Voting Stock” means, with
respect to any specified “Person” (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of
such Person that is at the time entitled to vote generally in the election of
the board of directors of such Person.


ARTICLE III  CERTAIN COVENANTS.


The following covenants shall be
applicable to the Company for so long as any of the Senior Notes are
Outstanding.  Nothing in this paragraph will, however, affect the Company’s
rights or obligations under any other provision of the Indenture or this
Supplemental Indenture.


Section 3.1           
Liens.


The Company shall not, and shall not
permit any Restricted Subsidiary to, create, incur, assume, or suffer to exist
any Liens upon any of their respective assets, other than Permitted Liens,
unless the Senior Notes are secured by an equal and ratable Lien on the same
assets.


Section 3.2           
Sale And Leaseback Transactions.


The Company shall not, and shall not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction unless the net cash proceeds therefrom are applied as follows:  to
the extent that the aggregate amount of net cash proceeds (net of all legal,
title, and recording tax expenses, commissions, and other fees and expenses
incurred, and all federal, state, provincial, foreign, and local or other taxes
and reserves required to be accrued as a liability, as a consequence of such
Sale and Leaseback Transaction, net of all payments made on any Indebtedness
that is secured by the assets subject to such Sale and Leaseback Transaction in
accordance with the terms of any Liens upon or with respect to such assets or
which must by the terms of such Lien, or in order to obtain a necessary consent
to such Sale and Leaseback Transaction or by applicable law be repaid out of
the proceeds from such Sale and Leaseback Transaction, and net of all
distributions and other payments made to minority interest holders in
Subsidiaries or joint ventures as a result of such Sale and Leaseback
Transaction) from such Sale and Leaseback Transaction that shall not have been
reinvested in the business of the Company or its Subsidiaries or used to reduce
Senior Indebtedness of the Company or its Subsidiaries within 12 months of the
receipt of such proceeds (with Cash Equivalents being deemed to be proceeds
upon receipt of such Cash Equivalents and cash payments under promissory notes
secured by letters of credit or similar assurances of payment issued by
commercial banks of recognized standing being deemed to be proceeds upon
receipt of such payments) shall exceed $100.0 million (“Excess Sale Proceeds”)
from time to time, the Company shall offer to repurchase pursuant to an Offer
to Purchase Senior Notes with such Excess Sale Proceeds (on a pro rata basis
with any other Senior Indebtedness of the Company or its Subsidiaries required
by the terms of such Indebtedness to be repurchased with such Excess Sale
Proceeds, based on the principal amount of such Senior Indebtedness required to
be repurchased) at 100% of principal amount, plus accrued and unpaid interest,
and to pay related costs and expenses. Such Offer to Purchase shall be made by
mailing of a Notice to the Trustee and to each Holder of Senior Notes at the
address appearing in the Security Register, by first class mail, postage
prepaid, by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company, on a date selected by the Company not
later than 12 months from the date such Offer to Purchase is required to be
made pursuant to the immediately preceding sentence.  To the extent that the
aggregate purchase price for Senior Notes or other Senior Indebtedness tendered
pursuant to such offer to repurchase is less than the aggregate purchase price
offered in such offer, an amount of Excess Sale Proceeds equal to such
shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for
general corporate purposes.  On the Purchase Date, the Company shall (i) accept
for payment Senior Notes or portions thereof tendered pursuant to the Offer to
Purchase in an aggregate principal amount equal to the Purchase Amount
(selected by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for purchase of portions (equal to $2,000
or an integral multiple of $1,000 in excess thereof) of the principal amount of
Senior Notes of a denomination larger than $2,000), (ii) deposit with the
Paying Agent money sufficient to pay the purchase price of all Senior Notes or
portions thereof so accepted, and (iii) deliver to the Trustee Senior Notes so
accepted. The Paying Agent shall promptly mail to the Holders of Senior Notes
so accepted payment in an amount equal to the purchase price, and the Trustee
shall promptly authenticate and mail to such Holders a new Senior Note equal in
principal amount to any unpurchased portion of each Senior Note surrendered.


Election of the Offer to Purchase by a
Holder of Senior Notes shall (unless otherwise provided by law) be
irrevocable.  The payment of accrued interest as part of any repurchase price
on any Purchase Date shall be subject to the right of Holders of record of
Senior Notes on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to such Purchase Date.


If an Offer to Purchase Senior Notes is
made, the Company shall comply with all tender offer rules, including but not
limited to Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, to the
extent applicable to such Offer to Purchase.  To the extent that the provisions
of any securities laws or regulations conflict with the provisions of the
Indenture related to limitations on Sale and Leaseback Transactions, the
Company shall comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under the provisions of the
Indenture related to limitations on Sale and Leaseback Transactions by virtue
of such conflicts.


Section 3.3           
Permitting Unrestricted Subsidiaries To Become Restricted Subsidiaries.


The Company shall not permit any
Unrestricted Subsidiary to be designated as a Restricted Subsidiary unless such
Subsidiary is otherwise in compliance with all provisions of the Indenture and
this Supplemental Indenture that apply to Restricted Subsidiaries.


Section 3.4           
Payment Office.


The Company shall cause a Payment Office
for the Senior Notes to be maintained at all times in New York, New York.


ARTICLE IV  ADDITIONAL EVENTS OF DEFAULT.


Section 4.1           
Additional Events Of Default.


In addition to the Events of Default set
forth in the Indenture, the term “Event of Default,” whenever used in
the Indenture or this Supplemental Indenture with respect to the Senior Notes,
means any one of the following events (whatever the reason for such Event of
Default and whether it may be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree, or order of any court or any order,
rule, or regulation of any administrative or governmental body):


(a)               
the failure to redeem the Senior Notes when required pursuant to the
terms and conditions thereof or to pay the repurchase price for Senior Notes to
be repurchased in accordance with Section 3.2 of this Supplemental Indenture;



(b)              
any nonpayment at maturity or other default under any agreement or
instrument relating to any other Indebtedness of the Company or any of its
Restricted Subsidiaries (the unpaid principal amount of which is not less than
$100.0 million), and, in any such case, such default (i) continues beyond any
period of grace provided with respect thereto and (ii) results in such
Indebtedness becoming due prior to its stated maturity or occurs at the final
maturity of such Indebtedness; provided, however, that, subject to the
provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be
deemed to have knowledge of such nonpayment or other default unless either (1)
a Responsible Officer of the Trustee has actual knowledge of nonpayment or
other default or (2) the Trustee has received written notice thereof from the
Company, from any Holder, from the holder of any such Indebtedness or from the
trustee under the agreement or instrument, relating to such Indebtedness;



(c)               
the entry of one or more final judgments or orders for the payment of
money against the Company, the Guarantor or any of their respective Restricted
Subsidiaries, which judgments and orders create a liability of $100.0 million
or more in excess of insured amounts and have not been stayed (by appeal or
otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days
of the entry of such judgments and orders;



(d)              
the Guarantee ceases to be in full force and effect (except as
contemplated by the terms of the Indenture) or is declared in a judicial
proceeding to be null and void, or the Guarantor denies or disaffirms in
writing its obligation under the Guarantee; and



(e)               
Events of Default of the type and subject to the conditions set forth in
clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any
Significant Subsidiary or, in related events, any group of Subsidiaries of the
Company or Guarantor which, if considered  in the aggregate, would be a
Significant Subsidiary of the Company or Guarantor.


ARTICLE V  DEFEASANCE.


Section 5.1           
Applicability Of Article V Of The Indenture.



(a)               
The Senior Notes shall be subject to Defeasance and Covenant Defeasance
as provided in Article V of the Indenture; provided, however, that no
Defeasance or Covenant Defeasance shall be effective unless and until:



(i)                
there shall have been delivered to the Trustee the opinion of a
nationally recognized independent public accounting firm certifying the sufficiency
of the amount of the moneys, U.S. Government Obligations, or a combination
thereof, placed on deposit to pay, without regard to any reinvestment, the
principal of and any premium and interest on the Senior Notes on the Stated
Maturity thereof or on any earlier date on which the Senior Notes shall be
subject to redemption;



(ii)              
there shall have been delivered to the Trustee the certificate of a
Responsible Officer of the Company certifying, on behalf of the Company, to the
effect that such Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under, any agreement to which the
Company is a party or violate any law to which the Company is subject; and



(iii)            
No Event of Default or event that (after notice or lapse of time or
both) would become an Event of Default shall have occurred and be continuing at
the time of such deposit or, with regard to any Event of Default or any such
event specified in Sections 8.01(a)(vii) and (viii), at any time on or
prior to the 124th calendar day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
124th calendar day).



(b)              
Upon the exercise of the option provided in Section 5.01 of the
Indenture to have Section 5.03 of the Indenture applied to the Outstanding
Senior Notes, in addition to the obligations from which the Company shall be
released specified in the Indenture, the Company shall be released from its
obligations under Article III hereof.


ARTICLE VI  REDEMPTION OF SENIOR NOTES.


Section 6.1           
Right Of Redemption.


The Senior Notes may be redeemed by the
Company in accordance with the provisions of the form of Senior Note set forth
herein.


ARTICLE VII  CHANGE OF CONTROL


Section 7.1           
Repurchase At The Option Of Holders.


If a Change of Control Triggering Event
occurs, unless the Company has exercised its right to redeem the Senior Notes,
Holders of Senior Notes will have the right to require the Company to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000
in excess thereof) of their Senior Notes pursuant to the offer described below
(the “Change of Control Offer”).  In the Change of Control Offer, the
Company shall offer payment in cash equal to 101% of the aggregate principal
amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on
the Senior Notes repurchased, to the date of purchase (the “Change of
Control Payment”).  Within 30 days following any Change of Control
Triggering Event or, at the option of the Company, prior to any Change of
Control, but after public announcement of the transaction or transactions that
constitute or may constitute the Change of Control, the Company shall mail a
notice to Holders of Senior Notes describing the transaction or transactions
that constitute or may constitute the Change of Control Triggering Event and
offering to repurchase the Senior Notes on the date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the “Change of Control Payment Date”),
pursuant to the procedures required by the Indenture and described in such
notice, which offer will constitute the Change of Control Offer. The notice
will, if mailed prior to the date on which the Change of Control occurs, state
that the Change of Control Offer is conditioned on the Change of Control
Triggering Event occurring on or prior to the applicable Change of Control
Payment Date.


On the Change of Control Payment Date,
the Company shall be required, to the extent lawful, to:


(a)           accept for payment all Senior Notes or portions of Senior Notes properly
tendered pursuant to the Change of Control Offer;



(b)              
deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all Senior Notes or portions of Senior Notes properly
tendered; and



(c)               
deliver or cause to be delivered to the Trustee the Senior Notes
properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Senior Notes or portions of Senior Notes being purchased.


The Company shall not be required to
make a Change of Control Offer upon the occurrence of a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by
the Company and the third party repurchases all Senior Notes properly tendered
and not withdrawn under its offer.  In addition, the Company shall not be
required to repurchase any Senior Notes if it has given written notice of a
redemption in whole of the Senior Notes.


The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Senior Notes as a result of
a Change of Control Triggering Event.  To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions
of the Indenture, the Company shall be required to comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Article VII by virtue of such compliance.


ARTICLE VIII  MISCELLANEOUS.


Section 8.1           
Reference To And Effect On The Indenture.


This Supplemental Indenture shall be
construed as supplemental to the Indenture and all the terms and conditions of
this Supplemental Indenture shall be deemed to be part of the terms and
conditions of the Indenture.  Except as set forth herein, the Indenture
heretofore executed and delivered is hereby (i) incorporated by reference in
this Supplemental Indenture and (ii) ratified, approved and confirmed.


Section 8.2           
Waiver Of Certain Covenants.


The Company may omit in any particular
instance to comply with any term, provision, or condition set forth in Article
III hereof if the Holders of a majority in principal amount of the Outstanding
Senior Notes shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision,
or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision, or condition shall remain in
full force and effect.


Section 8.3           
Supplemental Indenture May Be Executed In Counterparts.


This instrument may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.


Section 8.4           
Effect Of Headings.


The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.






 


IN WITNESS WHEREOF, the parties hereto
have caused this Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.


[Seal]


MACY’S RETAIL
HOLDINGS, INC.,


as Issuer


 


 


By:       /s/
Dennis J. Broderick

Name:  Dennis J. Broderick 

Title:    President


 


Attest:


  


/s/ Susan P. Storer


Name:  Susan P. Storer


Title:    Assistant Treasurer


[Seal]


 


MACY’S, INC.,


as Guarantor


 


 


By:       /s/
Dennis J. Broderick

Name:  Dennis J. Broderick 

Title:    Executive Vice President, General Counsel

             and Secretary


 


Attest:


  


/s/ Susan P. Storer


Name:  Susan P. Storer


Title:    Assistant Treasurer


[Seal]


 






 


THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A.,


as Trustee


 


 


By:       /s/
Julie Hoffman-Ramos  

Name:  Julie Hoffman-Ramos

Title:    Vice President


 


Attest:


  


/s/ James J. Prichard


Name:  James J. Prichard


Title:    Vice President