SHEET OF PARENT AND ITS SUBSIDIARIES AS AT NOVEMBER 1, 2008, AND THE
RELATED CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS OF PARENT AND ITS
SUBSIDIARIES FOR THE NINE MONTHS THEN ENDED, DULY CERTIFIED BY A FINANCIAL
OFFICER OF PARENT, COPIES OF WHICH HAVE BEEN FURNISHED TO THE LENDERS, FAIRLY
PRESENT, SUBJECT, IN THE CASE OF SAID BALANCE SHEET AS AT NOVEMBER 1, 2008, AND
SAID STATEMENTS OF INCOME AND CASH FLOWS FOR THE NINE MONTHS THEN ENDED, TO
YEAR-END AUDIT ADJUSTMENTS, THE CONSOLIDATED FINANCIAL CONDITION OF PARENT AND
ITS SUBSIDIARIES AS AT SUCH DATES AND THE CONSOLIDATED RESULTS OF THE OPERATIONS
OF PARENT AND ITS SUBSIDIARIES FOR THE PERIODS ENDED ON SUCH DATES, ALL IN
ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
(B)
SINCE FEBRUARY 2, 2008, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE
BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, PERFORMANCE,
PROPERTIES OR PROSPECTS OF PARENT AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
(E)
LITIGATION.
THERE IS NO PENDING OR THREATENED ACTION, SUIT, INVESTIGATION,
LITIGATION OR PROCEEDING AFFECTING PARENT OR ANY SUBSIDIARY PENDING OR
THREATENED BEFORE ANY GOVERNMENTAL AUTHORITY OR ARBITRATOR THAT (A) WOULD BE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT OR (B) PURPORTS TO AFFECT
THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(F)
INVESTMENT COMPANY STATUS.
NONE OF THE LOAN PARTIES IS AN "INVESTMENT
COMPANY", WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940.
(G)
ERISA.
(A)
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR
WITH RESPECT TO ANY PLAN THAT HAS RESULTED IN OR IS REASONABLY EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
(B)
NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS INCURRED OR IS REASONABLY
EXPECTED TO INCUR ANY WITHDRAWAL LIABILITY TO ANY MULTIEMPLOYER PLAN THAT COULD
BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
EACH PLAN SATISFIES THE FUNDING REQUIREMENTS UNDER SECTION 302 OF ERISA AND
THERE HAS BEEN NO CHANGE IN THE FUNDING STATUS OF ANY SUCH PLAN SINCE THE LAST
ANNUAL ACTUARIAL VALUATION DATE THAT WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(H)
BLOOMINGDALE'S LEASE.
AS OF DECEMBER 18, 2008, IF THE GUARANTEE AGREEMENT
HAD BEEN IN EFFECT AND THE BLOOMINGDALE'S PARTIES HAD BEEN PARTY THERETO, THE
AMOUNT OF THEIR MAXIMUM LIABLITY UNDER THE GUARANTEE AGREEMENT WOULD HAVE
EXCEEDED $500,000,000.
SECTION 15.
CONDITIONS
(A)
EFFECTIVE DATE.
[INTENTIONALLY OMITTED.]
(B)
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE A LOAN ON THE
OCCASION OF ANY BORROWING, AND OF AN ISSUING BANK TO ISSUE, AMEND, RENEW OR
EXTEND ANY LETTER OF CREDIT, IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS:
(I) THE REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES SET FORTH IN THIS
AGREEMENT (OTHER THAN THOSE IN SECTION 3.04(B) AND CLAUSE (A) OF SECTION 3.05,
AT SUCH TIMES WHEN THE PUBLIC DEBT RATINGS ARE BAA2 AND BBB OR BETTER,
RESPECTIVELY) SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH BORROWING
OR THE DATE OF ISSUANCE, AMENDMENT,