Exhibit



Exhibit 4.6





Macy’s Retail Holdings, LLC, a Delaware limited liability company 
(as successor to Macy’s Retail Holdings, Inc., a Delaware corporation) as Issuer
and
Macy’s, Inc., as Guarantor
and
U.S. Bank National Association, as Trustee
TWELFTH SUPPLEMENTAL TRUST INDENTURE
Effective as of June 3, 2020
Supplementing that certain
Indenture
Dated as of December 15, 1994
Evidencing the Conversion of Macy’s Retail Holdings, Inc., a Delaware corporation, 
into Macy’s Retail Holdings, LLC, a Delaware limited liability company, and 
the Assumption by Macy’s Retail Holdings, LLC, a Delaware limited liability company 
of the obligations and covenants of Macy’s Retail Holdings, Inc., a Delaware corporation 
under the Indenture and the Securities
Twelfth Supplemental Trust Indenture
TWELFTH SUPPLEMENTAL TRUST INDENTURE, effective as of June 3, 2020, by and among Macy’s Retail Holdings, LLC, a Delaware limited liability company (“MRH LLC”) and successor by conversion of Macy’s Retail Holdings, Inc., a Delaware corporation (“MRHI”) into MRH LLC, Macy’s, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as Guarantor (“Macy’s”), and U.S. Bank National Association, a national banking association duly incorporated under the laws of the United States of America, as Trustee (“Trustee”), supplementing that certain Indenture, dated as of December 15, 1994, between MRHI (as successor to Federated Retail Holdings, Inc.), Macy’s (as successor to Federated Department Stores, Inc.) and the Trustee (as successor trustee) (the “Base Indenture”), as such Base Indenture has been previously supplemented or amended from time to time (collectively, the “Prior Supplements”). The Base Indenture as so supplemented or amended by the Prior Supplements is referred to herein, collectively, as the “Indenture.”
RECITALS:
A. Pursuant to Section 11.01 of the Indenture, MRHI is not permitted to consolidate with or merge with or into any other Person, or transfer (by lease, assignment, sale, or otherwise) all or substantially all of its properties and assets to another Person unless, among other things, such Person expressly assumes, in the form of a supplemental indenture, all of the obligations of MRHI under the Indenture and the Securities.











B. This Twelfth Supplemental Indenture is being executed and delivered for the avoidance of doubt to reflect the statutory conversion of MRHI from a Delaware corporation to a Delaware limited liability company.
C. Pursuant to a Certificate of Conversion, dated June 3, 2020, MRHI was converted into MRH LLC, with MRH LLC continuing as the surviving Person, and MRH LLC agreed to assume all of the obligations of MRHI under the Indenture and the Securities.
D. Pursuant to Section 10.01 of the Indenture, MRH LLC, Macy’s and the Trustee are entering into this Supplemental Indenture, without the consent of or notice to any Holders, to evidence the succession of MRH LLC to MRHI and the assumption by MRH LLC of the obligations and covenants of MRHI under the Indenture and the Securities.
E. Pursuant to Section 10.03 of the Indenture, the Trustee shall be entitled to receive and will be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of any supplemental indenture issued thereunder is authorized or permitted thereby and such Officer’s Certificate and Opinion of Counsel have been delivered to the Trustee as of the date hereof.
F. Unless otherwise defined, all capitalized terms used herein that are defined in the Indenture shall have the respective meanings assigned to them in the Indenture.
Now, Therefore, This Supplemental Indenture Witnesseth:
In order to evidence the assumption by MRH LLC of the obligations and covenants of MRHI under the Indenture and the Securities, it is mutually agreed as follows:
ARTICLE I. ASSUMPTION OF OBLIGATIONS.
Section 1.1. - Assumption of Obligations.
Effective as of the date hereof, MRH LLC hereby assumes all of the obligations and covenants of MRHI under the Indenture and the Securities, and MRHI is hereby relieved of all of its obligations and covenants under the Indenture and the Securities. MRH LLC hereby succeeds to and is substituted for MRHI in the Indenture with the same effect as if MRH LLC had been named in the Indenture as a party thereto. Upon the effectiveness of this Supplemental Indenture, all appearances of the term “Company” in the Indenture and the Securities shall be deemed to mean and apply to MRH LLC.
For the avoidance of doubt, MRI LLC hereby confirms that it succeeds to, and is substituted for, and may exercise every right and power of, MRHI as Company under the Indenture and the Securities with the same effect as if MRI LLC had been named as “Company” in the Indenture and the Securities.
ARTICLE II. MISCELLANEOUS.
Section 2.1. - Reference to and Effect on the Indenture.











This Supplemental Indenture shall be construed as supplemental to the Indenture and all of 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 (a) incorporated by reference in this Supplemental Indenture and (b) ratified, confirmed and approved. For the avoidance of doubt, the Trustee shall be entitled to the rights, authority, privileges, and immunities it receives under the Indenture, including, without limitation, its rights to be indemnified, in connection with its entering into and performing the obligations imposed by this Supplemental Indenture.
Section 2.2. - 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. Such counterparts may be executed manually, electronically or by facsimile.
Section 2.3. - Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the construction hereof.












IN WITNESSETH WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly effective as of the day and year first above written.
 
	
		
	

 
Attest: /s/ Steven R. Watts
Name: Steven R. Watts
Title: Assistant Secretary
	MACY’S RETAIL HOLDINGS, LLC
By: /s/ Josh Juran                                                  
Name: Josh Juran 
Title: Vice President

	

 
Attest: /s/ Steven R. Watts
Name: Steven R. Watts
Title: Assistant Secretary
	MACY’S, INC.
By: /s/ Elisa D. Garcia                                           
Name: Elisa D. Garcia 
Title: Chief Legal Officer and Secretary

	 
	 

	 
	U.S. BANK NATIONAL ASSOCIATION
By: /s/ Carolina D. Altomare                                 
Name: Carolina D. Altomare 
Title: Vice President








[Signature Page to Twelfth Supplemental Indenture (1994 Indenture)]