IN RESPECT OF SUCH LOAN HEREUNDER, TOGETHER WITH
ALL CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE MAXIMUM RATE
AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE BEEN PAYABLE
IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE OPERATION OF
THIS SECTION SHALL BE CUMULATED AND THE INTEREST AND CHARGES PAYABLE TO SUCH
LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED (BUT NOT ABOVE
THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER WITH INTEREST
THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE TO THE DATE OF REPAYMENT, SHALL HAVE
BEEN RECEIVED BY SUCH LENDER.
(N)
PATRIOT ACT.
EACH LENDER HEREBY NOTIFIES THE LOAN PARTIES THAT PURSUANT TO
THE REQUIREMENTS OF THE PATRIOT ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES THE LOAN PARTIES, WHICH INFORMATION INCLUDES THE
NAME AND ADDRESS OF THE LOAN PARTIES AND OTHER INFORMATION THAT WILL ALLOW SUCH
LENDER TO IDENTIFY THE LOAN PARTIES IN ACCORDANCE WITH THE ACT.
(O)
CONVERSION OF CURRENCIES.
(A)
IF, FOR THE PURPOSE OF OBTAINING JUDGMENT
IN ANY COURT, IT IS NECESSARY TO CONVERT A SUM DUE UNDER THIS AGREEMENT IN
DOLLARS INTO ANOTHER CURRENCY, THE PARTIES HERETO AGREE, TO THE FULLEST EXTENT
THAT THEY MAY LEGALLY AND EFFECTIVELY DO SO, THAT THE RATE OF EXCHANGE USED
SHALL BE THAT AT WHICH IN ACCORDANCE WITH NORMAL BANKING PROCEDURES THE PAYING
AGENT COULD PURCHASE DOLLARS WITH SUCH OTHER CURRENCY IN NEW YORK, NEW YORK, ON
THE BUSINESS DAY IMMEDIATELY PRECEDING THE DAY ON WHICH FINAL JUDGMENT IS GIVEN.
(B)
THE OBLIGATIONS OF THE BORROWER IN RESPECT OF ANY SUM DUE TO THE PAYING
AGENT, ANY LENDER OR ANY ISSUING BANK HEREUNDER IN DOLLARS SHALL, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY OTHER
THAN DOLLARS, BE DISCHARGED ONLY TO THE EXTENT THAT ON THE BUSINESS DAY
FOLLOWING RECEIPT OF ANY SUM ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY, THE
PAYING AGENT, SUCH LENDER OR SUCH ISSUING BANK MAY IN ACCORDANCE WITH NORMAL
BANKING PROCEDURES PURCHASE DOLLARS IN THE AMOUNT ORIGINALLY DUE TO THE PAYING
AGENT, SUCH LENDER OR SUCH ISSUING BANK WITH THE JUDGMENT CURRENCY.
IF THE
AMOUNT OF DOLLARS SO PURCHASED IS LESS THAN THE SUM ORIGINALLY DUE TO THE PAYING
AGENT, SUCH LENDER OR SUCH ISSUING BANK, THE BORROWER AGREES, AS A SEPARATE
OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY THE PAYING AGENT,
SUCH LENDER OR SUCH ISSUING BANK AGAINST THE RESULTING LOSS.
AMENDED AND RESTATED GUARANTEE AGREEMENT
dated as of
January 5, 2009,
among
macy's, inc.
(formerly known as FEDERATED DEPARTMENT STORES, INC.)
macy's retail holdings, inc.
(formerly known as FEDERATED RETAIL HOLDINGS, INC.)
the subsidiary guarantors PARTY HERETO
and
JPMORGAN CHASE BANK, N.A.,
as Paying Agent
[Reference No. 6701-495]
TABLE OF CONTENTS
ARTICLE I
Definitions
SECTION 1.01. Credit
Agreement.......................................................................................
1
SECTION 1.02. Other Defined
Terms..................................................................................
1
ARTICLE II
Guarantee
SECTION 2.01.
Guarantee...................................................................................................
2
SECTION 2.02. Guarantee of
Payment.................................................................................
3
SECTION 2.03.
Limitations..................................................................................................
3