Common use of Supplement Clause in Contracts

Supplement. Any term contained in the Supplement shall supercede any conflicting term contained herein. GUARANTEE, dated as of __________, ____, of Federated Department Stores, Inc., a corporation organized under the laws of Delaware (the "Guarantor"). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "Notes") issued by Federated Retail Holdings, Inc., a New York corporation and a wholly-owned subsidiary of the Guarantor (the "Issuer"), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated _________, 2005, as the same may be further amended, supplemented or modified from time to time, between the Issuer and Citibank, N.A. (the "Agreement"). 2. The Guarantor's obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of the Notes or of any collateral security therefor or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Supplement. Any term contained in the Supplement shall supercede supersede any conflicting term contained herein. EXHIBIT D FORM OF GUARANTEE GUARANTEE GUARANTEE, dated as of __________, ____, of Federated Department Stores, Inc.AXA SA, a corporation societe anonyme a directoire et conseil de surveillance organized under the laws of Delaware France (the "Guarantor"). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "Notes") issued by Federated Retail HoldingsAXA Financial, Inc., a New York Delaware corporation and a wholly-owned subsidiary of the Guarantor (the "Issuer"), from time to time pursuant to the Issuing and Paying Agent Agency Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated __________, 2005____, as the same may be further amended, supplemented or modified from time to time, between the Issuer , the Guarantor, and CitibankJPMorgan Chase Bank, N.A. National Association (the "Agreement"). 2. The Guarantor's obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of or the Notes or of any collateral security therefor therefore or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. (a) The Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of the United States federal courts located in the Borough of Manhattan and the courts of the State of New York located in the Borough of Manhattan. (b) The Guarantor hereby irrevocably designates, appoints and empowers AXA Financial, Inc, with offices at 1290 Avenue of the Americas, New York, New York, 10100, xx xxx xxxxxxxx, xxxxxxxxx xxx xxxxx xx xxxxxxx, xccept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in the courts listed in Section 7(a) which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Guarantee. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in the City of New York on the terms and for the purposes of this Section 7. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Guarantee. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of any Notes to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in such other manner, as may be permitted by applicable law. The Guarantor hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Guarantee brought in the courts listed in Section 7(a) and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Supplement. Any term contained in the Supplement shall supercede any conflicting term contained herein. GUARANTEE, dated as of __________[ ], ____2015, of Federated Department Stores, Inc.CPG OpCo LP, a Delaware limited partnership, Columbia Energy Group, a Delaware corporation organized under and CPG OpCo GP LLC, a Delaware limited liability company (each a “Guarantor” and, collectively the laws of Delaware (the "Guarantor"“Guarantors”). The GuarantorGuarantors, for value received, hereby agrees agree as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor Guarantors, jointly and severally, irrevocably guarantees guarantee payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "“Notes"”) issued by Federated Retail HoldingsColumbia Pipeline Group, Inc., a New York Delaware corporation and a wholly-owned subsidiary of the Guarantor (the "“Issuer"”), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of January 30[ ], 1997, as amended by the letter agreement, dated _________, 20052015, as the same may be further amended, supplemented or modified from time to timetime (the “Agreement”), between among the Issuer , the Guarantors and Citibank, N.A. U.S. Bank National Association (the "Agreement"“Issuing and Paying Agent”). 2. The Each Guarantor's ’s obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of the Notes or of any collateral security therefor therefore or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives Guarantors waive all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the any Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This Guarantee shall be governed by and construed in accordance with Notwithstanding anything to the laws contrary contained herein, if no default of the State Issuer or a Guarantor has occurred and is continuing under the Agreement or this Guarantee, a Guarantor will be automatically and unconditionally released and discharged from its obligations under this Guarantee upon release of New Yorkall guarantees and other obligations of such Guarantor with respect to (i) the Revolving Credit Agreement, dated as of December 5, 2014, among the Issuer, the Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank PLC, The Bank of Nova Scotia and BNP Paribas, as Co-Documentation Agents, and the other parties thereto and (ii) the Indenture (including, for the avoidance of doubt, the “Securities” (as defined therein) issued thereunder), dated as of May 22, 2015, among the Issuer, the Guarantors, U.S. Bank National Association, as Trustee, and the other parties thereto, providing for the issuance of Securities of the Issuer. The Issuer or the relevant Guarantor shall provide to the Issuing and Paying Agent immediate written notice of the release of a Guarantor hereunder.

Supplement. Any term contained in the Supplement shall supercede any conflicting term contained herein. GUARANTEE, dated as of __________, ____, of Federated Department Stores, Inc., a corporation organized under the laws of Delaware (the "Guarantor"). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Each Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of (i) the principal of and interest, if any, on the promissory notes (the "“Notes"”) issued by Federated Retail HoldingsAutoNation, Inc., a New York Delaware corporation and a wholly-owned subsidiary of the Guarantor (the "“Issuer"”), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated _________, 2005date hereof (the “Issuing and Paying Agent Agreement”), as the same may be further amended, supplemented or modified from time to time, between the Issuer and Citibank[___________________], N.A. as issuing and paying agent (the "“Issuing and Paying Agent”) and the Commercial Paper Dealer Agreements, each dated the date hereof (each, a “Dealer Agreement"” and collectively, the “Dealer Agreements,” and the Dealer Agreements together with the Issuing and Paying Agent Agreement, the “Program Documents”), by and between the Issuer and each of [___________________] and [___________________], as dealers (each, a “Dealer” and collectively, the “Dealers”), and (ii) each obligation of the Issuer under, or liability of the Issuer to a Dealer or an Indemnitee arising out of, a Dealer Agreement (collectively, the “Guarantied Obligations”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms as set forth in the Dealer Agreement. 2. The Each Guarantor's ’s obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement any Program Document or the Notes. 3. This Guarantee is a guaranty guarantee of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes Guarantied Obligations by the Issuer each Guarantor and shall remain in full force and effect until all amounts Guarantied Obligations have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of any Program Document or the Notes or of any collateral security therefor or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Each Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement Program Documents, the Guarantied Obligations and the Notes. 4. In the event of a default in payment of principal of or interest on any NotesNotes or any other Guarantied Obligation, the holders of such Notes, any Guarantied Party may institute legal proceedings directly against one or more of the Guarantor Guarantors to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notesa Guaranteed Obligation, in whole or in part, is rescinded or must otherwise be returned by the holder applicable Guarantied Party upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Supplement. Any term contained in the Supplement shall supercede supersede any conflicting term contained herein. Exhibit D Form of Guarantee GUARANTEE, dated as of __________, ____[ ], of Federated Department Stores, Inc.WestRock RKT Company, a corporation organized under the laws of Georgia, and WestRock MWV, LLC, a limited liability company organized under the laws of Delaware (together, the "Guarantor"“Guarantors”). The GuarantorGuarantors, for value received, hereby agrees agree as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor Guarantors, jointly and severally, irrevocably guarantees guarantee payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "“Notes"”) issued by Federated Retail Holdings, Inc.WestRock Company, a New York Delaware corporation and a wholly-owned subsidiary of the Guarantor (the "“Issuer"”), from time to time pursuant to the Issuing and Paying Agent Agency Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated _________, 2005[ ], as the same may be further amended, supplemented or modified from time to time, between among the Issuer Issuer, the Guarantors and Citibank, N.A. [ ]. (the "“Agreement"”). 2. The Guarantor's Guarantors’ obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of or the Notes or of any collateral security therefor or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor Each of the Guarantors waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. Any term or provision of this Guarantee to the contrary notwithstanding, the maximum aggregate amount of the Guarantors’ obligations hereunder shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the Guarantor Guarantors or either of them to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This Guarantee In the event that either of the Guarantors ceases to be an obligor (either as issuer or guarantor) in respect of any and all debt for borrowed money that (a) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (b) has an aggregate principal amount outstanding of at least $25.0 million, such Guarantor shall be governed released from this Guarantee, and all obligations of such Guarantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by and construed in accordance with the laws of the State of New Yorkany party.

Supplement. Any term contained in the Supplement shall supercede supersede any conflicting term contained herein. GUARANTEE, dated as of __________, ____[ ], of Federated Department StoresMylan N.V., Inc., a corporation organized public limited liability company (naamloze venootschap) incorporated and existing under the laws of Delaware the Netherlands and the parent of the Issuer (as defined below) (the "“Guarantor"”). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "“Notes"”) issued by Federated Retail Holdings, Mylan Inc., a New York corporation and a wholly-owned subsidiary organized under the laws of the Guarantor Pennsylvania (the "“Issuer"”), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated _________, 2005[ ], as the same may be further amended, supplemented or modified from time to time, between the Issuer Issuer, the Guarantor and Citibank, N.A. [ ] (the "“Agreement"”). 2. The Guarantor's ’s obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of or the Notes or of any collateral security therefor or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. Any term or provision of this Guarantee to the contrary notwithstanding, the maximum aggregate amount of the Guarantor’s obligations hereunder shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This At such time as the Notes shall have been paid in full and no new Notes may be issued, this Guarantee shall be governed by and construed in accordance with the laws all obligations of the State Guarantor hereunder shall terminate, all without delivery of New Yorkany instrument or performance of any act by any party.

Supplement. Any term contained in the Supplement shall supercede supersede any conflicting term contained herein. EXHIBIT D FORM OF GUARANTEE GUARANTEE GUARANTEE, dated as of __________, ____, of Federated Department Stores, Inc.AXA SA, a corporation societe anonyme a directoire et conseil de surveillance organized under the laws of Delaware France (the "Guarantor"). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "Notes") issued by Federated Retail HoldingsAXA Financial, Inc., a New York Delaware corporation and a wholly-owned subsidiary of the Guarantor (the "Issuer"), from time to time pursuant to the Issuing and Paying Agent Agency Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated __________, 2005____, as the same may be further amended, supplemented or modified from time to time, between the Issuer , the Guarantor, and CitibankJPMorgan Chase Bank, N.A. National Association (the "Agreement"). 2. The Guarantor's obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of or the Notes or of any collateral security therefor therefore or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. (a) The Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of the United States federal courts located in the Borough of Manhattan and the courts of the State of New York located in the Borough of Manhattan. (b) The Guarantor hereby irrevocably designates, appoints and empowers AXA Financial, Inc, with offices at 1290 Avenue of the Americas, New York, New York, 00000, xx xxx xxxxxxxx, xxxxxxxxx xxx xxxxx xx xxxxxxx, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in the courts listed in Section 7(a) which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Guarantee. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in the City of New York on the terms and for the purposes of this Section 7. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Guarantee. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of any Notes to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in such other manner, as may be permitted by applicable law. The Guarantor hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Guarantee brought in the courts listed in Section 7(a) and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Supplement. Any term contained in the Supplement shall supercede supersede any conflicting term contained herein. GUARANTEE, dated as of __________, ____, of Federated Department StoresWaste Management Holdings, Inc., a corporation organized under the laws of Delaware (the "“Guarantor"”). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "“Notes"”) issued by Federated Retail HoldingsWaste Management, Inc., a New York Delaware corporation and a wholly-owned subsidiary the sole stockholder of the Guarantor (the "“Issuer"”), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated _________, 2005, as the same may be further amended, supplemented or modified from time to time, between the Issuer and CitibankBank of America, N.A. National Association (the "“Agreement"”). 2. The Guarantor's ’s obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of the Notes or of any collateral security therefor therefore or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Supplement. Any term contained in the Supplement shall supercede any conflicting term contained herein. 4Unlike single payment notes, where a default arises only at the stated maturity, interest-bearing notes with multiple payment dates should contain a default provision permitting acceleration of the maturity if the Issuer defaults on an interest payment. Mxxxxxx Lxxxx Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 30 GUARANTEE, dated as of __________, ____, of Federated Department Stores, Inc.___, a corporation organized under the laws of Delaware ___(the "“Guarantor"”). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "“Notes"”) issued by Federated Retail Holdings, Inc.___, a New York ___corporation and a [wholly-owned owned] subsidiary of the Guarantor (the "“Issuer"”), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated _________, 2005___, as the same may be further amended, supplemented or modified from time to time, between the Issuer [, the Guarantor] and Citibank, N.A. ___(the "“Agreement"”). 2. The Guarantor's ’s obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of the Notes or of any collateral security therefor therefore or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made.. Mxxxxxx Lxxxx Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 31 6. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. (a) Any legal action or proceeding with respect to this Guarantee may be brought in the Supreme Court of the State of New York sitting in New York County or the United States District Court for the Southern District of New York, and any appellate court from either thereof, and, by execution and delivery of this Guarantee, the Guarantor irrevocably accepts for itself and in respect of its property, unconditionally, the non exclusive jurisdiction of the aforesaid courts with respect to any such action or proceeding. The Guarantor, to the extent it is not qualified to do business in New York, hereby irrevocably designates, appoints and empowers CT Corporation System, with offices on the date hereof at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in New York on the terms and for the purposes of this provision satisfactory to the Dealer (as such term is defined in the Agreement, and as so defined is herein so used). The Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address provided in Section 7.1 of the Agreement, and at its registered office, if different. Such service to become effective thirty days after such mailing. Nothing herein shall affect the right of any party to the Agreement or beneficiary of this Guarantee to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction. (b) The Guarantor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guarantee brought in the courts referred to in clause (a) above and hereby further irrevocably waives, to the maximum extent permitted by applicable law, and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Supplement. Any term contained in the Supplement shall supercede supersede any conflicting term contained herein. GUARANTEE, dated as of [__________, ____], of Federated Department StoresDCP Midstream Partners, Inc.LP, a corporation limited partnership organized under the laws of the State of Delaware (the "“Guarantor"”). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "“Notes"”) issued by Federated Retail HoldingsDCP Midstream Operating, Inc.LP, a New York corporation Delaware limited partnership and a wholly-owned subsidiary of the Guarantor (the "“Issuer"”), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated [_________, 2005], as the same may be further amended, supplemented or modified from time to time, between the Issuer Issuer, the Guarantor and Citibank, N.A. [_____] (the "“Agreement"”). 2. The Guarantor's ’s obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of the Notes or of any collateral security therefor or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. 4. In the event of a default in payment when due of principal of or interest on any Notes, the holders of such Notes, Notes may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Supplement. Any term contained in the Supplement shall supercede supersede any conflicting term contained herein. GUARANTEE, dated as of __________, ____, of Federated Department Stores, Mylan Inc., a corporation organized under the laws of Delaware Pennsylvania (the "“Guarantor"”). The Guarantor, for value received, hereby agrees as follows for the benefit of the holders from time to time of the Notes hereinafter described: 1. The Guarantor irrevocably guarantees payment in full, as and when the same becomes due and payable, of the principal of and interest, if any, on the promissory notes (the "“Notes"”) issued by Federated Retail Holdings, Inc.Mylan N.V., a New York corporation Netherlands public limited liability company and a wholly-owned subsidiary the parent of the Guarantor (the "“Issuer"”), from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of January 30, 1997, as amended by the letter agreement, dated _________, 2005[ ], as the same may be further amended, supplemented or modified from time to time, between the Issuer Issuer, the Guarantor and Citibank, N.A. [ ] (the "“Agreement"”). 2. The Guarantor's ’s obligations under this Guarantee shall be unconditional, irrespective of the validity or enforceability of any provision of the Agreement or the Notes. 3. This Guarantee is a guaranty of the due and punctual payment (and not merely of collection) of the principal of and interest, if any, on the Notes by the Issuer and shall remain in full force and effect until all amounts have been validly, finally and irrevocably paid in full, and shall not be affected in any way by any circumstance or condition whatsoever, including without limitation (a) the absence of any action to obtain such amounts from the Issuer, (b) any variation, extension, waiver, compromise or release of any or all of the obligations of the Issuer under the Agreement of or the Notes or of any collateral security therefor or (c) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer or by any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor waives all requirements as to diligence, presentment, demand for payment, protest and notice of any kind with respect to the Agreement and the Notes. Any term or provision of this Guarantee to the contrary notwithstanding, the maximum aggregate amount of the Guarantor’s obligations hereunder shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 4. In the event of a default in payment of principal of or interest on any Notes, the holders of such Notes, may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer. 5. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment by the Issuer of the principal of or interest, if any, on the Notes, in whole or in part, is rescinded or must otherwise be returned by the holder upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 6. This At such time as the Notes shall have been paid in full and no new Notes may be issued, this Guarantee shall be governed by and construed in accordance with the laws all obligations of the State Guarantor hereunder shall terminate, all without delivery of New Yorkany instrument or performance of any act by any party.