Amended and Restated 364-Day Credit Agreement among Federated Department Stores, Inc. and Lenders, dated June 27, 2003
Federated Department Stores, Inc. has entered into an amended and restated 364-day credit agreement with a group of banks and financial institutions, including Citibank, N.A. as administrative and paying agent. The agreement allows Federated to borrow up to $200 million for general corporate purposes, subject to certain conditions and lender approvals. The agreement updates and replaces a prior credit agreement, sets new terms for lender participation, and outlines the requirements for effectiveness, including delivery of documents and legal opinions. The agreement also requires Federated to cover certain costs and expenses related to its execution and administration.
EXECUTION COPY
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of June 27, 2003
FEDERATED DEPARTMENT STORES, INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, CITIBANK, N.A., as administrative agent (in such capacity, an "Administrative Agent") and paying agent (in such capacity, the "Paying Agent") for the Lenders (as defined in the Existing Credit Agreement referred to below), JPMORGAN CHASE BANK, as an administrative agent, FLEET NATIONAL BANK, as syndication agent, BANK OF AMERICA, N.A. CREDIT SUISSE FIRST BOSTON and U.S. BANK NATIONAL ASSOCIATION, as documentation agents, and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as lead arrangers and bookrunners, hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Borrower is party to a 364-Day Credit Agreement dated as of June 29, 2001, amended and restated as of June 28, 2002 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto, The Chase Manhattan Bank, as an administrative agent, and Citibank, N.A., as an administrative agent and the paying agent for such lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments.
(3) The Borrower has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $200,000,000 for general corporate purposes of the Borrower and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their willingness to agree to extend credit to the Borrower from time to time in such amount on the terms and conditions of this Amendment and Restatement.
SECTION 1. Amendments to the Existing Credit Agreement. (a) Section 1.01 of the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended by deleting the definitions of "Lenders" and "Revolver Termination Date" set forth therein and replacing them, respectively, with the following new definitions thereof:
"Lenders" means, collectively, each Initial Lender, each Assuming Lender that shall become a party hereto pursuant to Section 2.16 and each other Person that shall become a party hereto pursuant to Sections 8.07 and, except when used in reference to a Revolving Credit Advance, a Revolving Credit Note or a related term, each Designated Bidder.
"Revolver Termination Date" means the earlier of June 25, 2004 (subject to the extension thereof pursuant to Section 2.16) and the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.05 or 6.01; provided, however, that the Revolver Termination Date of any Lender that is a Non-Consenting Lender to any requested extension pursuant to Section 2.16 shall be the Revolver Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement and any Notes.
(b) Section 4.01(e) is amended (i) by deleting the date "February 3, 2001" and substituting therefor the date "February 1, 2003" in each place such date appears and (ii) by deleting the date "May 5, 2001" and substituting therefor the date "May 3, 2003" in each place such date appears.
(c) Schedule I to the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, deleted in its entirety and replaced with Schedule I to this Amendment and Restatement.
SECTION 2. Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if:
(a) The Paying Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Paying Agent that such Initial Lender has executed this Amendment and Restatement.
(b) The Paying Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Paying Agent and in sufficient copies for each Initial Lender:
(i) The Revolving Credit Notes to the order of each of the Lenders that have requested Revolving Credit Notes prior to the Restatement Effective Date.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and Restatement and the Notes, and of all documents (including, without limitation, charters and bylaws) evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and Restatement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of Shearman & Sterling LLP, counsel for the Agents, in form and substance satisfactory to the Agents.
(c) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and after giving effect to the Restatement Effective Date, as though made on and as of such date.
(d) No event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default.
SECTION 3. Reference to and Effect on the Existing Credit Agreement and the Notes. (a) On and after the effectiveness of this Amendment and Restatement, each reference in the Existing Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Existing Credit Agreement, and each reference in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment and Restatement.
(b) The Existing Credit Agreement and the Notes, as specifically amended by this Amendment and Restatement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) Without limiting any of the other provisions of the Existing Credit Agreement, as amended by this Amendment and Restatement, any references in the Existing Credit Agreement to the phrases "on the date hereof", "on the date of this Agreement" or words of similar import shall mean and be a reference to the date of the Existing Credit Agreement (which is June 29, 2001).
SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Paying Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and Restatement, the Notes and the other documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Paying Agent with respect hereto and thereto) in accordance with the terms of Section 8.04 of the Existing Credit Agreement.
SECTION 5. Execution in Counterparts. This Amendment and Restatement 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 Amendment and Restatement by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement.
SECTION 6. Governing Law. This Amendment and Restatement shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF
, the parties hereto have caused this Amendment and Restatement to be executed by their respective officers thereunto duly authorized, as of the date first above written.| THE BORROWER | |
| FEDERATED DEPARTMENT STORES, INC. | |
| By: /s/ Karen M. Hoguet | |
| Title: Senior Vice President and Chief Financial Officer | |
| CITIBANK, N.A., | |
| as an Administrative Agent and as Paying Agent | |
| By: /s/ John S. Hutchins | |
| Title: Managing Director | |
| JPMORGAN CHASE BANK, | |
| as an Administrative Agent | |
| By: /s/ | |
| Title: Vice President | |
| THE INITIAL LENDERS | |
| Lead Arrangers | |
| CITIBANK, NA. | |
| By: /s/ John S. Hutchins | |
| Title: Managing Director | |
| JP MORGAN CHASE BANK | |
| By: /s/ | |
| Title: Vice President | |
| Syndication Agent | |
| FLEET NATIONAL BANK | |
| By: /s/ Judith C.E. Kelly | |
| Title: Managing Director | |
| Documentation Agents | |
| BANK OF AMERICA, N.A. | |
| By: /s/ Amy Krovocheck | |
| Title: Vice President | |
| CREDIT SUISSE FIRST BOSTON | |
| By: /s/ William O'Daly | |
| Title: Director | |
| By: /s/ Cassandra Droogan | |
| Title: Associate | |
| U.S. BANK NATIONAL ASSOCIATION | |
| By: /s/ Derek S. Roudebush | |
| Title: Vice President | |
| Lenders | |
| UNION BANK OF CALIFORNIA, N.A. | |
| By: /s/ Ching Lim | |
| Title: Vice President | |
| BANK ONE, NA | |
| By: /s/ Steven P. Sullivan | |
| Title: Director | |
| PNC BANK, NATIONAL ASSOCIATION | |
| By: /s/ Bruce A. Kintner | |
| Title: Vice President | |
| THE FIFTH THIRD BANK | |
| By: /s/ Christine L. Wagner | |
| Title: Assistant Vice President | |
| MELLON BANK, N.A. | |
| By: /s/ Mark F. Johnson | |
| Title: Vice President | |
| THE BANK OF NEW YORK | |
| By: /s/ William M. Barnum | |
| Title: Vice President | |
| WELLS FARGO BANK, N.A. | |
| By: /s/ Steven M. Buehler | |
| Title: Vice President | |
| By: /s/ Mary D. Falck | |
| Title: Senior Vice President | |
| BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH | |
| By: /s/ Francesco DiMario | |
| Title: Vice President | |
| By: /s/ Carlo Vecchi | |
| Title: Senior Vice President | |
| MANUFACTURERS AND TRADERS TRUST COMPANY | |
| By: /s/ Brooks W. Thropp | |
| Title: Vice President | |
| FIRST HAWAIIAN BANK | |
| By: /s/ Charles L. Jenkins | |
| Title: Vice President, Manager |
SCHEDULE I
COMMITMENTS AND APPLICABLE LENDING OFFICES
Name of Initial Lender Revolving Credit Commitment Domestic Lending Office Eurodollar Lending Office Manufacturers and Traders Trust Company $4,000,000 Credit: 25 S. Charles Street Baltimore, MD 21201 Attn: Brian Sohocki Phone: (410) 244-4297 Fax: (410) 545-2047 Administrative: 25 S. Charles Street Baltimore, MD 21201 Attn: Sheila Johnson Phone: (410) 244-4083 Fax: (410) 545-2047 Credit: 25 S. Charles Street Baltimore, MD 21201 Attn: Sean Fitzgerald Phone: (410) 244-4575 Fax: (410) 545 2079 Administrative: 25 S. Charles Street Baltimore, MD 21201 Attn: Sean Fitzgerald Phone: (410) 244-4575 Fax: (410) 545-2079 Banca Nazionale del Lavoro $5,000,000 Credit: 25 West 51st Street New York, NY 10019 Attn: Francesco DiMario Phone: (212) 314-0239 Fax: (212) 765-2978 Administrative: Attn: Anna Hernandez Phone: (212) 314-0679 Fax: (212) 765-2978 Credit: 25 West 51st Street New York, NY 10019 Attn: Francesco DiMario Phone: (212) 314-0239 Fax: (212) 765-2978 Administrative: Attn: Anna Hernandez Phone: (212) 314-0679 Fax: (212) 765-2978 Bank of America, N.A. $15,500,000 Credit: 901 Main St, 64th Floor Dallas, TX 75202 Attn: Amy Krovocheck Phone: (214) 209-0193 Fax: (214) 209-0905 Administrative: 1850 Gateway Blvd. Concord, CA ###-###-#### Attn: G.K. Lapitan Phone: (925) 675-8205 Fax: (925) 969-2852 Credit: 901 Main St, 64th Floor Dallas, TX 75202 Attn: Amy Krovocheck Phone: (214) 209-0193 Fax: (214) 209-0905 Administrative: 1850 Gateway Blvd. Concord, CA ###-###-#### Attn: G.K. Lapitan Phone: (925) 675-8205 Fax: (925) 969-2852 The Bank of New York $7,500,000 Credit: One Wall Street, 8th Floor New York, NY 10286 Attn: Clarence Burleigh Phone: (212) 635-7867 Fax: (212) 635-1483 Administrative: One Wall Street, 8th Floor New York, NY 10286 Attn: Susan Baratta Phone: (212) 635-6761 Fax: (212) 635-6397 Credit: One Wall Street, 8th Floor New York, NY 10286 Attn: Clarence Burleigh Phone: (212) 635-7867 Fax: (212) 635-1483 Administrative: One Wall Street, 8th Floor New York, NY 10286 Attn: Susan Baratta Phone: (212) 635-6761 Fax: (212) 635-6397 Bank One, NA $10,000,000 Credit: 1 Bank One Plaza Suite ILI0086 Chicago, IL 60670 Attn: Paul Rigby Phone: (312) 732-6132 Fax: (312) 336-4380 Administrative: 1 Bank One Plaza Suite ILI0086 Chicago, IL 60670 Attn: Tess Siao Phone: (312) 732-8705 Fax: (312) 336-2715 Credit: 1 Bank One Plaza Suite ILI0086 Chicago, IL 60670 Attn: Paul Rigby Phone: (312) 732-6132 Fax: (312) 336-4380 Administrative: 1 Bank One Plaza Suite ILI0086 Chicago, IL 60670 Attn: Tess Siao Phone: (312) 732-8705 Fax: (312) 336-2715 Citibank, N.A. $20,000,000 Credit: 388 Greenwich Street New York, NY 10013 Attn: Robert Snell Phone: (212) 816- Fax: (212) 793-7585 Administrative: 2 Penns Plaza Suite 200 New Castle, DE 19720 Attn: Tim Card Phone: (718) 248-4536 Fax: (718) 248-4844 Credit: 388 Greenwich Street New York, NY 10013 Attn: Robert Snell Phone: (212) 816- Fax: (212) 793-7585 Administrative: 2 Penns Plaza Suite 200 New Castle, DE 19720 Attn: Tim Card Phone: (718) 248-4536 Fax: (718) 248-4844 Credit Suisse First Boston $15,500,000 Credit: 11 Madison Ave., 19th Fl. New York, NY 10010 Attn: William O'Daly Phone: (212) 325-1986 Fax: (212) 325-8314 Administrative: 11 Madison Ave. New York, NY 10010 Attn: Ronald David Phone: (212) 325-1865 Fax: (212) 335-0593 Credit: 11 Madison Ave., 19th Fl. New York, NY 10010 Attn: William O'Daly Phone: (212) 325-1986 Fax: (212) 325-8314 Administrative: 11 Madison Ave. New York, NY 10010 Attn: Ronald David Phone: (212) 325-1865 Fax: (212) 335-0593 First Hawaiian Bank $4,000,000 Credit: 999 Bishop Street, 11th Floor Honolulu, HI 96847 Attn: Charles L. Jenkins Phone: (808) 525-6289 Fax: (808) 525-6372 Administrative: 999 Bishop Street, 11th Floor Honolulu, HI 96847 Attn: Laurae Imamura Phone: (808) 844-3740 Fax: (808) 844-3660/3659 Credit: 999 Bishop Street, 11th Floor Honolulu, HI 96847 Attn: Charles L. Jenkins Phone: (808) 525-6289 Fax: (808) 525-6372 Administrative: 999 Bishop Street, 11th Floor Honolulu, HI 96847 Attn: Laurae Imamura Phone: (808) 844-3740 Fax: (808) 844-3660/3659 The Fifth Third Bank $8,500,000 Credit: 38 Fountain Square Plaza Cincinnati, OH 45263 Attn: Christine Wagner Phone: (513) 744-7348 Fax: (513) 744-5947 Administrative: 38 Fountain Square Plaza Cincinnati, OH 45263 Attn: Melody R. Merrill Phone: (513) 579-5389 Fax: (513) 534-5947 Credit: 38 Fountain Square Plaza Cincinnati, OH 45263 Attn: Christine Wagner Phone: (513) 744-7348 Fax: (513) 744-5947 Administrative: 38 Fountain Square Plaza Cincinnati, OH 45263 Attn: Melody R. Merrill Phone: (513) 579-5389 Fax: (513) 534-5947 Fleet National Bank $16,500,000 Credit: 40 Broad Street MA DE 10510A Boston, MA 02109 Attn: Judy C.E. Kelly Phone: (617) 434-5280 Fax: (617) 434-6685 Administrative: 100 Federal Street Boston, MA 02110 Attn: Rafaella "Debbie" Phinney Phone: (617) 434-1645 Fax: (617) 434-9933 Credit: 40 Broad Street MA DE 10510A Boston, MA 02109 Attn: Judy C.E. Kelly Phone: (617) 434-5280 Fax: (617) 434-6685 Administrative: 100 Federal Street Boston, MA 02110 Attn: Rafaella "Debbie" Phinney Phone: (617) 434-1645 Fax: (617) 434-9933 JPMorgan Chase Bank $22,500,000 Credit: 270 Park Avenue, 48th Fl. New York, NY 10017 Attn: Barry Bergman Phone: (212) 270-0203 Fax: (212) 270-5646 Administrative: 1 Chase Manhattan Plaza 8th Floor New York, NY 10081 Attn: Amy Labinger Phone: (212) 552-4025 Fax: (212) 552-7500 Credit: 270 Park Avenue, 48th Fl. New York, NY 10017 Attn: Barry Bergman Phone: (212) 270-0203 Fax: (212) 270-5646 Administrative: 1 Chase Manhattan Plaza 8th Floor New York, NY 10081 Attn: Amy Labinger Phone: (212) 552-4025 Fax: (212) 552-7500 Mellon Bank, N.A. $8,500,000 Credit: One Mellon Bank Center, Room 370 Pittsburgh, PA ###-###-#### Attn: Louis Flori Phone: (412) 234-7298 Fax: (412) 236-1914 Administrative: Three Mellon Bank Center, Room 1203 Pittsburgh, PA ###-###-#### Attn: Richard Bouchard Phone: (412) 234-5767 Fax: (412) 209-6124 Credit: One Mellon Bank Center, Room 370 Pittsburgh, PA ###-###-#### Attn: Louis Flori Phone: (412) 234-7298 Fax: (412) 236-1914 Administrative: Three Mellon Bank Center, Room 1203 Pittsburgh, PA ###-###-#### Attn: Richard Bouchard Phone: (412) 234-5767 Fax: (412) 209-6124 PNC Bank, National Association $10,000,000 Credit: 201 East 5th Street Cincinnati, OH 45202 Attn: Joe Richardson Phone: (513) 651- 8688 Fax: (513) 651-8951 Administrative: 201 E. 5th Street Cincinnati, OH 45202 Attn: Sandy Wilson Phone ###-###-#### Fax: (513) 651- 8951 Credit: 201 East 5th Street Cincinnati, OH 45202 Attn: Joe Richardson Phone: (513) 651-8688 Fax: (513) 651-8951 Administrative: 201 E. 5th Street Cincinnati, OH 45202 Attn: Sandy Wilson Phone: (513) 651- 8984 Fax: (513) 651-8951 Union Bank of California, N.A. $25,000,000 Credit: 350 California Street, 6th Floor San Francisco, CA 94104 Attn: Timothy Streb Phone: (415) 705-7021 Fax: (415) 705-5093 Administrative: 1980 Saturn Street Monterey Park, CA 91755 Attn: Ruby Gonzales Phone: (323) 720-7055 Fax: (323) 724-6198 Credit: 350 California Street, 6th Floor San Francisco, CA 94104 Attn: Timothy Streb Phone: (415) 705-7021 Fax: (415) 705-5093 Administrative: 1980 Saturn Street Monterey Park, CA 91755 Attn: Ruby Gonzales Phone: (323) 720-7055 Fax: (323) 724-6198 U.S. Bank National Association $20,000,000 Credit: 425 Walnut Street, ML: 8160 Cincinnati, OH 45202 Attn: Derek Roudebush Phone: (513) 632-4010 Fax: (513) 762-2068 Administrative: 425 Walnut Street Cincinnati, OH 45202 Attn: Beth Martin Phone: (920) 424-8419 Fax: (920) 426-7993 Credit: 425 Walnut Street, ML: 8160 Cincinnati, OH 45202 Attn: Derek Roudebush Phone: (513) 632-4010 Fax: (513) 762-2068 Administrative: 425 Walnut Street Cincinnati, OH 45202 Attn: Beth Martin Phone: (920) 424-8419 Fax: (920) 426-7993 Wells Fargo Bank, N.A. $7,500,000 Credit: 230 West Monroe Street Suite 2900 Chicago, IL 60606 Attn: Steven Buehler Phone: 312 ###-###-#### Fax: 312 ###-###-#### Administrative: 201 Third Street MAC 0187-081 San Francisco, CA 94103 Attn: Ginnie Padgett Phone: 415 ###-###-#### Fax: 415 ###-###-#### Credit: 230 West Monroe Street Suite 2900 Chicago, IL 60606 Attn: Steven Buehler Phone: 312 ###-###-#### Fax: 312 ###-###-#### Administrative: 201 Third Street MAC 0187-081 San Francisco, CA 94103 Attn: Ginnie Padgett Phone: 415 ###-###-#### Fax: 415 ###-###-####
___________
TOTAL OF COMMITMENTS: $200,000,000
