BROADWAY STORES, INC.
0000 Xxxxx Xxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
October 11, 0000
Xxx Xxxx xx Xxx Xxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Warrant Agreement
Reference is made to the Warrant Agreement, dated as of
October 1, 1992 (the "Warrant Agreement"), between Broadway
Stores, Inc. (f/k/a Xxxxxx Xxxxxx Xxxx Stores, Inc.) (the
"Company") and The Bank of New York, as Warrant Agent (successor
in such capacity to Chemical Bank). This Letter Agreement is
being entered into pursuant to Section 9(b) of the Warrant
Agreement in connection with the merger of a wholly owned
subsidiary of Federated Department Stores, Inc. ("Federated")
with and into the Company (the "Merger"). Unless otherwise
defined herein, terms used herein with initial capital letters
are so used with the respective meanings ascribed thereto in the
Warrant Agreement.
From and after the effective time of the Merger (the
"Effective Time") until 5:00 p.m., New York City time, on the
Expiration Date, on the terms and subject to the conditions set
forth in the Warrant Agreement, each Warrant will be exercisable
to purchase at the Warrant Price (presently $17.00) 0.27 shares
of Common Stock, par value $0.01 per share, of Federated, subject
to adjustment following the Effective Time in a manner as nearly
equivalent as may be practicable to the adjustments provided for
in Section 9 of the Warrant Agreement.
Sincerely,
BROADWAY STORES, INC.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx Title:
Executive Vice President
Accepted and Agreed to as of
the Date First Above Written:
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
