have caused this Agreement to be executed
as of the date and year first above written.
Federated Retail Holdings, Inc., as Issuer
Dennis J. Broderick
Name: Dennis J. Broderick
Title: Senior Vice President
Goldman, Sachs & Co., as Dealer
By: /s/ Joseph H. Ziluca
Name: Joseph H. Ziluca
Title:____ Authorized Signatory
Federated Department Stores, Inc., as Guarantor
Karen M. Hoguet
Name: Karen M. Hoguet
Title: EVP and CFO
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1. The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are Banc of America Securities LLC and J.P. Morgan Securities Inc.
2. The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Federated Retail Holdings, Inc.
Address:
7 West Seventh Street
Cincinnati, Ohio 45202
Attention:
Susan P. Storer
Telephone number:
513-579-7775
Fax number:
513-579-7393
For the Guarantor:
Federated Department Stores, Inc.
Address:
7 West Seventh Street
Cincinnati, Ohio 45202
Attention:
Susan P. Storer
Telephone number:
513-579-7775
Fax number:
513-579-7393
For the Dealer:
Goldman, Sachs & Co.
Address:
85 Broad Street, New York, New York 10004
Attention:
Money Market Origination
Telephone number:
212-902-6181
Fax number:
212-902-0683
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES AND THE GUARANTEE THEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE
SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH
AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER
WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO
INVESTIGATE MATTERS RELATING TO THE ISSUER, THE GUARANTOR, THE NOTES AND THE
GUARANTEE, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION
THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR SOPHISTICATED
INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a) UNDER THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS
CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN INVESTMENT IN THE
NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN INVESTMENTS (AN "INSTITUTIONAL
ACCREDITED INVESTOR" OR "SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR",
RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS
DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR
OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS
INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A
U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE
ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR
SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL
BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE