The Companys financial, administrative and credit services subsidiary, FACS Group, Inc. (FACS), provides credit processing, collections, customer service and credit marketing services for the proprietary credit programs of the Companys retail operating divisions in respect of all proprietary credit card accounts owned by the Company and credit processing, customer service and credit marketing for those accounts owned by GE Capital Consumer Card Co., (GE Bank). GE Bank owns all of the Macys

EX-10.1.1 3 l98218aexv10w1w1.txt EX-10.1.1 Exhibit 10.1.1 LETTER AMENDMENT Dated as of October 21, 2002 To the banks, financial institutions and other institutional lenders (collectively, the "LENDERS") parties to the Credit Agreement referred to below. Citibank, N.A., as an administrative agent and as paying agent (the "PAYMENT AGENT") for the Lenders, The Chase Manhattan Bank, as an administrative agent, Fleet National Bank, as syndication agent, and Bank of America, N.A., U.S. Bank National Association and Credit Suisse First Boston, as documentation agents Ladies and Gentlemen: We refer to the Amended and Restated 364-Day Credit Agreement dated as of June 28, 2002 (as amended, supplemented or otherwise modified through the date hereof, the "CREDIT AGREEMENT") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement. It is hereby agreed by you and us as follows: The Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows: Section 1.01 of the Credit Agreement is amended by deleting the definition of "NET INTEREST EXPENSE" set forth therein and substituting therefor a new definition of "NET INTEREST EXPENSE" to read as follows: "NET INTEREST EXPENSE" means, for the period, the amount (if any) by which (a) interest payable on all Debt (including, without limitation, the interest component of Capitalized Leases, but excluding interest expense incurred under the securitized receivables debt facility of Prime II Receivables Corporation) and amortization of deferred financing fees and debt discount in respect of all Debt exceeds (b) interest income, in each case of the Borrower and its Subsidiaries for such period, calculated on a Consolidated basis in accordance with GAAP. The undersigned hereby represents and warrants to each of you that on the date of this Letter Amendment (a) the representations and warranties set forth in Section 4.01 of the Credit Agreement are correct before and after giving effect to this Letter Amendment, other than any such representations or warranties that by their terms refer to a specific date other than the date of this Letter Amendment, in which case are correct as of such specific date, and (b) no event has occurred and is continuing that constitutes a Default. This Letter Amendment shall become effective as of the date first above written when, and only when, the Paying Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders or, as to any of the Required Lenders, advice satisfactory to the Paying Agent that such Required Lender has executed this Letter Amendment. This Letter Amendment is subject to the provisions of Section 8.01 of the Credit Agreement. On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. The Credit Agreement and the Notes, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Paying Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least three counterparts of this Letter Amendment to Susan Hobart, Esquire, Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, no later than 5:00 p.m. EDST on October 21, 2002. This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by and construed in accordance with the laws of the State of New York. THE BORROWER FEDERATED DEPARTMENT STORES, INC. By: /s/ Karen M. Hoguet ------------------------------------- Name: Karen M. Hoguet ----------------------------------- Title: Senior Vice President and CFO ---------------------------------- CITIBANK, N.A., as an Administrative Agent and as Paying Agent By: /s/ Anita J. Brickell ------------------------------------ Title: Vice President JPMORGAN CHASE BANK, as an Administrative Agent By: /s/ Barry K. Bergman ------------------------------------ Title: Vice President THE INITIAL LENDERS LEAD ARRANGERS CITIBANK, NA By: /s/ Anita J. Brickell ----------------------------- Name: Anita J. Brickell Title: Vice President JPMORGAN CHASE BANK By: /s/ Barry K. Bergman ----------------------------- Name: Barry K. Bergman Title: Vice President SYNDICATION AGENT FLEET NATIONAL BANK By: ------------------------------------- Name: Title: DOCUMENTATION AGENTS BANK OF AMERICA, N.A. By: /s/ Amy Krovocheck ------------------------------------- Name: Amy Krovocheck Title: Vice President CREDIT SUISSE FIRST BOSTON By: /s/ Bill O'Daly ------------------------------------- Name: Bill O'Daly Title: Director By: /s/ Jay Chall ------------------------------------- Name: Jay Chall Title: Director U.S. BANK NATIONAL ASSOCIATION By: /s/ Derek S. Roudebush ------------------------------------- Name: Derek S. Roudebush Title: Vice President SENIOR MANAGING AGENTS BANK ONE, NA (Main Office Chicago) By: /s/ Catherine A. Muszynski ------------------------------------- Name: Catherine A. Muszynski Title: Director PNC BANK, NATIONAL ASSOCIATION By: /s/ Bruce Kintner ------------------------------------- Name: Bruce A. Kintner Title: Vice President MANAGING AGENTS THE FIFTH THIRD BANK By: /s/ Christine Wagner ------------------------------------- Name: Christine Wagner Title: Assistant Vice President MELLON BANK, N.A. By: /s/ Louis E. Flori ------------------------------------- Name: Louis E. Flori Title: Vice Presdent SUMITOMO MITSUI BANKING CORPORATION By: /s/ Robert H. Riley ------------------------------------- Name: Robert H. Riley, III Title: Senior Vice President LENDERS ALLFIRST BANK By: /s/ Brook Thropp ------------------------------------- Name: Brook Thropp Title: Vice President BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: THE BANK OF NEW YORK By: /s/ William M. Barnum ------------------------------------- Name: William M. Barnum Title: Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Susan T. Vitale ------------------------------------- Name: Susan T. Vitale Title: Vice President UNION BANK OF CALIFORNIA, N.A. By: /s/ Timothy P. Streb ------------------------------------- Name: Timothy Streb Title: Vice President FIRST HAWAIIAN BANK By: ------------------------------------- Name: Title: