FEDERATED DEPARTMENT STORES INC /DE/
EX-10.18
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>5
<FILENAME>l93551aex10-18.txt
<DESCRIPTION>EX-10.18
<TEXT>
<PAGE>
                                                                   Exhibit 10.18

                        COMMERCIAL PAPER DEALER AGREEMENT
                        ---------------------------------


                  THIS COMMERCIAL PAPER DEALER AGREEMENT, dated as of November
2, 2001 (this "AGREEMENT"), among Banc One Capital Markets, Inc., a Delaware
limited partnership (the "Dealer"), SEVEN HILLS FUNDING CORPORATION, a Delaware
corporation (the "CP ISSUER") and FEDERATED DEPARTMENT STORES, INC., a Delaware
corporation ("Federated"). Capitalized terms used herein but not otherwise
defined shall have the meanings assigned to them in Annex X to the Liquidity
Agreement, dated as of December 31, 1992 (the "LIQUIDITY AGREEMENT"), among the
CP Issuer, Federated, the Banks named therein (collectively, the "BANKS"), and
Credit Suisse First Boston, New York Branch, successor to Credit Suisse as agent
for the Banks (in such capacity, the "LIQUIDITY AGENT") and, if not defined
herein or in Annex X to the Liquidity Agreement, the meanings assigned to such
terms in the Pooling and Servicing Agreement and the Variable Funding
Supplement, which definitions are incorporated by reference herein.

                  WHEREAS, the CP Issuer is a special purpose corporation and
desires to issue and sell its asset-backed short-term promissory notes pursuant
to the Depositary Agreement dated as of December 31, 1992 (the "DEPOSITARY
AGREEMENT") between the CP Issuer and The Chase Manhattan Bank, successor to
Chemical Bank, as depositary and issuing and paying agent (the "DEPOSITARY") and
supported by the Liquidity Agreement in the United States commercial paper
market on a private placement basis; and

                  WHEREAS, THE CP Issuer has requested that the Dealer act as
commercial paper dealer in connection with the offer and sale of the Commercial
Paper Notes and the Dealer has indicated its willingness to do so on the terms
and conditions contained herein;

                  NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, the Dealer, the CP Issuer, and Federated hereby
agree as follows:

                  1. COMMERCIAL PAPER NOTES. The term "COMMERCIAL PAPER NOTES"
means asset-backed short-term promissory notes to be issued by the CP Issuer,
each such Commercial Paper Note (a) having a maturity at the time of issuance of
not more than 270 days and (b) not containing any provision for extension,
renewal or automatic "rollover". The Commercial Paper Notes will be issued in
such face amounts (but not less than $200,000 each ($10,000 if purchased by the
Dealer for its own account) and integral multiples of $1,000 in excess thereof)
and will be sold at such discounts from their CP Matured Values as shall be
approved by the CP Issuer. No interest-bearing Commercial Paper Notes will be
issued.

                  2. APPOINTMENT OF DEALER. The CP Issuer hereby appoints the
Dealer to be a placement agent in respect of the


<PAGE>

Commercial Paper Notes and the Dealer accepts such appointment subject to the
terms and conditions set forth herein. Although (a) the CP Issuer has and shall
have no obligation to sell, or arrange for the sale of, Commercial Paper Notes
through the Dealer, and (b) the Dealer may, but has no and shall have no
obligation to purchase Commercial Paper Notes as principal for its own account
or for resale for the account of the CP Issuer, the parties hereto agree that
any purchase of, or arrangement for the sale of, Commercial Paper Notes made by
the Dealer will be made in reliance on, among other things, the representations,
warranties, covenants and agreements of the CP Issuer contained herein or made
pursuant hereto and on the terms and conditions and in the manner provided
herein. Subject to the foregoing, the Dealer will use its best efforts to
arrange sales of Commercial Paper Notes in the amounts requested by the CP
Issuer. From time to time, the CP Issuer shall give the Dealer written notice of
the entity serving as the Depositary.

                  3. ISSUANCE OF COMMERCIAL PAPER NOTES.

                     (a) Prior to or on the date of a proposed issuance of
Commercial Paper Notes, the Dealer and the CP Issuer shall confer as to the face
amounts, maturities and denominations of the Commercial Paper Notes, the
applicable discounts from the CP Matured Values at which the Commercial Paper
Notes are to be issued and whether such Commercial Paper Notes are to be issued
in certificated or book-entry-only form. When the Dealer and the CP Issuer have
mutually agreed on the financial terms of the Commercial Paper Notes, including
appropriate compensation for the Dealer's services hereunder, the Dealer will
instruct the Depositary to deliver either (i) duly executed and countersigned
Certificated Notes to the persons specified by the Dealer on the date of
issuance or (ii) BEO Notes through the book-entry-only program of DTC in the
name of the persons specified by the Dealer on the date of issuance, as
appropriate.

                     (b) The authentication and delivery of Certificated Notes
and the issuance of BEO Notes through the facilities of DTC by the Depositary
pursuant to the Depositary Agreement (referred to collectively with this
Agreement as the "CP AGREEMENTS") shall constitute the issuance of such
Commercial Paper Notes by the CP Issuer. All Certificated Notes issued shall be
in conformity with the applicable provisions of the Depositary Agreement and the
Liquidity Agreement. The CP Issuer shall deliver Certificated Notes signed by
the CP Issuer to the Depositary and instructions shall be delivered to the
Depositary to complete, authenticate and deliver such Certificated Notes in the
manner prescribed in the Depositary Agreement. The Dealer shall be entitled to
compensation (the "DEALER FEE") at such rates and paid in such manner as the CP
Issuer and the Dealer shall from time to time agree and to reimbursement for its
reasonable out-of-pocket costs and expenses (including reasonable legal fees and
disbursements) in connection with the transactions contemplated hereby.



                                      -2-
<PAGE>

                     (c) At or prior to 12:00 p.m. (New York City time) on any
Business Day on which the Dealer shall have determined, in its sole judgment,
that no market exists for the Commercial Paper Notes, the Dealer shall provide
notice to the Depositary and the CP Issuer of such occurrence.

                     (d) If the Dealer receives, after 12:00 p.m. (New York City
time) on any date of proposed issuance of Commercial Paper Notes instructions
then in effect from the Liquidity Agent, that the Depositary shall not issue or
deliver Commercial Paper Notes, then the Dealer shall at that point in time use
its best efforts to stop any further sales of Commercial Paper Notes as soon as
practicable and shall, in any event, stop such sales by the close of business on
such day.

                     (e) The offer and sale of the Commercial Paper Notes by the
CP Issuer is to be effected pursuant to the exemption from the registration
requirements of the Securities Act of 1933, as amended (the "1933 ACT"),
provided by Section 4(2) thereof, which exempts transactions by an issuer not
involving any public offering. Unless the Commercial Paper Notes are so exempt
by reason of said Section 3(a)(3), offers and sales of the Commercial Paper
Notes by the Dealer on behalf of the CP Issuer will be made only to "accredited
investors" (as such term is defined in Rule 501 under the 1933 Act) in
accordance with the general provisions of Rule 506 under the 1933 Act.

                     (f) The CP Issuer and the Dealer agree to adhere to the
following procedures in connection with the offer and sale or resale of the
Commercial Paper Notes:

                         (i) The Commercial Paper Notes will not be offered or
         sold by any means of general solicitation or general advertising.

                         (ii) No sale of the Commercial Paper Notes to any one
         purchaser will be for less than $200,000 face amount ($10,000 face
         amount if purchased by the Dealer for its own account) and no
         Commercial Paper Note will be issued in a smaller face amount.

                         (iii) Unless the Commercial Paper Notes are exempt from
         the registration requirements of the 1933 Act by Section 3(a)(3)
         thereof, each Certificated Note shall contain the legend set forth on
         the form of such Certificated Note attached hereto as EXHIBIT A,
         stating in effect that (w) the Commercial Paper Notes have not been
         registered under the 1933 Act, (x) any sales of the Commercial Paper
         Notes may be made only to institutional investors approved as
         Accredited Investors by the Dealer, (y) any purchaser, by its
         acceptance of a Commercial Paper Note, represents that the Note is
         being acquired for



                                      -3-
<PAGE>

         investment and not with a view to, or for sale in connection with, any
         distribution thereof and (z) any resale of a Note may be made only to
         the Dealer, through the Dealer to an institutional investor approved by
         the Dealer as an Accredited Investor or Qualified Institutional Buyer,
         directly to an Accredited Investor in a transaction approved by the
         Dealer, or directly to a Qualified Institutional Buyer in a transaction
         made pursuant to Rule 144A.

                         (iv) A memorandum setting forth certain information
         concerning the Commercial Paper Notes and, unless the Commercial Paper
         Notes are exempt from the registration requirements of the 1933 Act by
         Section 3(a)(3) thereof, the restrictions on resale of the Commercial
         Paper Notes (such memorandum, as amended, supplemented or otherwise
         modified from time to time, the "PRIVATE PLACEMENT MEMORANDUM") shall
         be prepared in accordance with the provisions of Section 5 hereof and
         made available to each purchaser or prospective purchaser of a
         Commercial Paper Note. The Private Placement Memorandum will also
         contain a statement expressly offering an opportunity for each
         prospective purchaser to ask questions of, and receive answers from,
         the CP Issuer and its agents and the Dealer concerning the offering of
         the Commercial Paper Notes and to obtain additional relevant
         information which the CP Issuer and its agents or the Dealer possesses
         or can acquire without unreasonable effort or expense, which
         information, if requested in writing by a Qualified Institutional
         Buyer, will satisfy the requirements of paragraph (d) of Rule 144A.
         Interim Private Placement Memoranda, setting forth interim information
         with respect to the transactions contemplated by the Facilities
         Documents in summary form, may also be prepared and distributed to
         Persons that agree on terms satisfactory to the CP Issuer to keep such
         information contained therein as confidential.

                         (v) If at any time during the term of this Agreement,
         any event occurs or circumstances exist as a result of which any then
         current Offering Materials (hereinafter defined) would include an
         untrue statement of a material fact or omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they are made, not misleading, the CP Issuer
         will promptly notify the Dealer in writing. Prior to any offer or sale
         of Commercial Paper Notes, the Dealer shall, with the cooperation of
         the CP Issuer, have the right to make such reasonable due diligence
         investigation of the business of the CP Issuer as is usual in the
         course of continuous offerings of debt


                                      -4-
<PAGE>

         instruments having maturities at the time of issuance of not more than
         270 days made by comparable issuers.

                         (vi) The Dealer shall not be liable or responsible for
         any inaccuracy in any Offering Materials except for any inaccuracy
         contained in the written information furnished by the Dealer expressly
         for inclusion in such materials as set forth in a letter delivered by
         the Dealer to the CP Issuer.

                         (vii) The Dealer shall not be liable or responsible to
         the CP Issuer for any losses, damages or liabilities suffered or
         incurred by the CP Issuer, including any losses, damages or liabilities
         under the 1933 Act, arising from or relating to any resale or transfer
         of a Commercial Paper Note other than to or through the Dealer or
         approved by the Dealer as contemplated by Section 3(f)(v) hereof.

                  4. REPRESENTATIONS AND WARRANTIES. The CP Issuer represents
and warrants that:

                     (a) it is a duly organized and validly existing corporation
in good standing under the laws of the State of Delaware and it has all
requisite corporate power and authority to own its property, to carry on its
business as presently being conducted, to execute and deliver the CP Agreements
and the Commercial Paper Notes, and to perform and observe the conditions hereof
and thereof;

                     (b) the execution, delivery and performance of the CP
Agreements and the Issuance and sale of the Commercial Paper Notes have been
duly authorized by it, and the CP Agreements have been executed and delivered by
the CP Issuer and constitute, and when the Certificated Notes have been duly
executed by it and countersigned and delivered by the Depositary or when the BEO
Notes have been properly registered through the facilities of DTC, as
applicable, against payment therefor, such Commercial Paper Notes will
constitute, legal, valid and binding obligations, enforceable against the CP
Issuer in accordance with their terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws now or hereinafter in effect,
affecting the enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or equity);

                     (c) no consent or action of, or filing or registration
with, any governmental or public regulatory body or authority is required to
authorize, or is otherwise required in connection with, the execution, delivery
or performance of the CP Agreements or the Commercial Paper Notes, except such
as have already been obtained;


                                      -5-
<PAGE>

                     (d) neither the execution and delivery by it of the CP
Agreements or the Commercial Paper Notes, nor the fulfillment of or compliance
with the terms and provisions hereof or thereof will (i) result in the creation
or imposition of any mortgage, lien, charge or encumbrance of any nature
whatsoever upon any of its properties or assets other than any Liens created
pursuant to the Depositary Agreement and the Security Agreement, or (ii) violate
any of the terms of its charter documents or by-laws, any contract or instrument
to which it is a party or to which it or its property is bound, or any law or
regulation or any order, writ, injunction or decree of any court or Governmental
Authority, to which it is subject or by which it or its property is bound;

                     (e) neither registration of the Commercial Paper Notes
under the 1933 Act nor qualification of an indenture under the Trust Indenture
Act of 1939, as amended, with respect to the Commercial Paper Notes will be
required in connection with the offer, issuance, sale or delivery of the
Commercial Paper Notes in accordance with the terms hereof and of the Depositary
Agreement (provided that this representation shall not be deemed to have been
breached if any actions are taken by the Dealer which would prevent the
exemption from the registration requirements of the 1933 Act provided by Section
3(a)(3) or 4(2) from being available);

                     (f) it is not an "investment company" within the meaning of
the Investment Company Act of 1940, as amended, or is exempt from all provisions
of such Act;

                     (g) except as otherwise disclosed in the Private Placement
Memorandum, there are no actions, suits, proceedings, or investigations pending
or, to its knowledge, threatened against it or any of its officers, directors or
persons who control it (within the meaning of Section 15 of the 1933 Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 ACT"))
or to which any property of it is subject, that are reasonably likely to be
determined so as to materially and adversely affect its execution, delivery or
performance of the CP Agreements or the Commercial Paper Notes;

                     (h) no proceeds from the Commercial Paper Notes shall be
used for the purpose of buying, carrying or trading margin securities within the
meaning of Regulation T and the interpretations thereunder by the Board of
Governors of the Federal Reserve System;

                     (i) the CP Issuer shall give the Dealer notice of any
amendment, modification, supplement or waiver to the CP Agreements or the other
Facilities Documents promptly upon receipt thereof;

                     (j) on the date hereof, the CP Issuer shall furnish to the
Dealer executed copies of the CP Agreements


                                      -6-
<PAGE>

and the other Facilities Documents, a certified copy of board resolutions
approving the documents and the transactions contemplated by the CP Agreements
and an opinion of counsel in the form attached hereto;

                     (k) the Private Placement Memorandum dated November 2,
2001(excluding any written information furnished by the Dealer expressly for
inclusion therein as set forth in a letter delivered by the Dealer to the CP
Issuer dated the date of the Private Placement Memorandum) does not include an
untrue statement of material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; and

                     (l) all representations and warranties of the CP Issuer in
the Depositary Agreement and the Liquidity Agreement are true and correct as of
the date such representations and warranties are made.

                  5. OFFERING MATERIALS. (a) The CP Issuer understands that, in
connection with the sale of the Commercial Paper Notes, certain materials
relating to the CP Issuer and the Facilities Documents may be prepared,
including the Private Placement Memorandum (collectively referred to herein as
the "OFFERING MATERIALS"), which may be distributed to account executives of the
Dealer, and purchasers and prospective purchasers of the Commercial Paper Notes.
To assist the Dealer's normal credit review procedures, the CP Issuer shall
provide the Dealer within 120 days after the end of each Fiscal Year with copies
of the CP Issuer's balance sheet and related statement of income and cash flows,
showing the financial condition of the CP Issuer as of the close of such Fiscal
Year and the results of its operations during such Fiscal Year, all audited by
independent public accountants of recognized national standing. The CP Issuer
represents and warrants to the Dealer that, except as may otherwise be noted
therein, the financial statements of the CP Issuer delivered or to be delivered
to the Dealer in accordance with this Section 5 are or will be prepared in
accordance with generally accepted accounting principles and practices in effect
in the United States on the date such statements were or will be prepared and
fairly do or will fairly present, in all material respects, the financial
condition and operations of the CP Issuer at such date and the results of its
operations for the period then ended. In addition, the CP Issuer will provide
the Dealer with all reports delivered by the Servicer pursuant to Sections
3.04(c) and 5.02 of the Pooling and Servicing Agreement, promptly after delivery
thereof by the Servicer, and with such other information as the Dealer may
reasonably request, solely for the purpose of its on-going credit review of the
CP Issuer, the Trust and the Receivables. The Dealer shall not reveal to any
person any information furnished by the CP Issuer pursuant to this Section 5(a)
unless it shall have received permission from the CP Issuer to do so; PROVIDED,
HOWEVER, that it may release any such information without such permission if
such information shall be


                                      -7-
<PAGE>

included in any public filing made with the Securities and Exchange Commission.
If the Dealer shall have doubts regarding whether any such information is part
of any such filing, it shall request instructions regarding such matter from the
CP Issuer.

                     (b) The Dealer will not use any Offering Materials that
have not been either furnished or approved by the CP Issuer. Any delivery of
Offering Materials by the CP Issuer to the Dealer and any other approval of the
Offering Materials by the CP Issuer shall be deemed to be a representation by
the CP Issuer that the Offering Materials (excluding any information furnished
by the Dealer expressly for inclusion therein as set forth in a letter delivered
by the Dealer to the CP Issuer dated the date of the Offering Materials) so
furnished or approved do not contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they are made, not misleading. If,
at any time during the term of this Agreement, any event occurs or circumstances
exist as a result of which (i) any then current Offering Materials (excluding
any information furnished by the Dealer expressly for inclusion therein as set
forth in a letter delivered by the Dealer to the CP Issuer dated the date of the
Offering Materials) would include such an untrue statement of a material fact or
omission of a material fact necessary in order to make the statements therein,
in light of circumstances under which they are made, not misleading or (ii) any
financial statements furnished to the Dealer pursuant to Section 5(a) hereof
would be rendered materially untrue or misleading, the CP Issuer will promptly
notify the Dealer and provide the Dealer with revised information that corrects
such untrue or misleading statement or omission.

                     (c) The CP Issuer recognizes that, subject to Section 5(b)
and Section 9 hereof, the Dealer shall not be responsible for any inaccuracy in
any Offering Materials furnished or approved by the CP Issuer in accordance with
Section 5(b).

                  6. REPETITION OF REPRESENTATIONS AND WARRANTIES. Each sale of
Commercial Paper Notes by the CP Issuer hereunder shall be deemed to be a
representation and warranty by the CP Issuer that: (a) the representations,
warranties and covenants of the CP Issuer contained in Sections 4 and 5(a) and
(b) of this Agreement are true and correct on and as of the date of such sale;
and (b) since the date of the most recent Offering Materials approved by the CP
Issuer in accordance with Section 5(b), there has been no material adverse
change in the financial condition or operations of the CP Issuer which has not
been disclosed to the Dealer in writing.

                  7. CONDITIONS PRECEDENT TO DEALER'S OBLIGATIONS. As conditions
precedent to any obligations of the Dealer hereunder, the CP Issuer has
furnished or shall cause to be furnished to the Dealer the following documents,
which documents shall have been


                                      -8-
<PAGE>

executed by and delivered to the parties thereto and which shall be in full
force and effect (a) a true and complete copy of the Depositary Agreement and
the other Facilities Documents; (b) a certified copy of resolutions, duly
adopted by the Board of Directors of the CP Issuer, authorizing the execution,
delivery and performance of the CP Agreements and the issuance and sale of the
Commercial Paper Notes; (c) a certificate as to the incumbency of the Authorized
Agents and Authorized Representatives of the CP Issuer; (d) an opinion of
counsel to the CP Issuer in the form attached hereto; (e) true and correct
copies of all correspondence from the rating agencies to the CP Issuer assigning
the ratings to the Commercial Paper Notes required by the Facilities Documents;
(f) copies of any and all opinions rendered by counsel to the Depositary under
the Depositary Agreement and counsel to the Liquidity Agent under the Liquidity
Agreement; and (g) such other documents as the Dealer shall reasonably request.
The acceptance by the CP Issuer of proceeds from each sale of Commercial Paper
Notes hereunder shall be deemed to constitute a representation and warranty by
the CP Issuer that the certificate referred to in clause (b) of this Section 7
is accurate and complete and that such resolutions are in full force and effect,
in each case, as of the date of such acceptance of proceeds.

                  8. COVENANTS OF THE CP ISSUER. The CP Issuer covenants and
agrees that:

                     (a) The CP Issuer shall notify the Dealer of any amendment,
supplement, rider or waiver to or under any of the Facilities Documents,
regardless of the impact thereof on the rating of the Commercial Paper Notes, at
the same time approval thereof is requested from the Liquidity Agent and the
rating agencies rating the Commercial Paper Notes. For the benefit of the Dealer
and the holders from time to time of the Commercial Paper Notes, the CP Issuer
shall not permit to become effective or consent to any amendment, supplement,
rider or waiver to or under any of the Facilities Documents which could
reasonably be expected to materially adversely affect the interests of the
Dealer (unless the Dealer consents thereto) or the holders of Commercial Paper
Notes then outstanding until all such Commercial Paper Notes have been paid in
full or all holders thereof have agreed that they will not request the Dealer to
purchase such Commercial Paper Notes as a result of the implementation of such
change.

                     (b) The CP Issuer shall furnish prior notice to the Dealer
of any proposed resignation, termination or replacement of the Depositary about
which it has prior knowledge.

                     (c) The CP Issuer shall comply fully with the agreements
made by it in the Liquidity Agreement and the other Facilities Documents and
further agrees to furnish promptly to the Dealer copies of all notices,
financial statements, information and other documents given or delivered to or
by the


                                      -9-
<PAGE>

Liquidity Agent or any Bank under the Liquidity Agreement which could reasonably
be expected to materially adversely affect the interests of the Dealer or any
holder of any Commercial Paper Note then outstanding. Without limiting the
foregoing, the CP Issuer agrees to (i) furnish immediately after becoming aware
thereof, telephonic notice to the Dealer (confirmed immediately thereafter in
writing) of any event or events which would result (A) in a Series 1992-3 Pay
Out Event under the Series 1992-3 Variable Funding Supplement of the Pooling and
Servicing Agreement (the "Variable Funding Supplement"), (B) in reduction,
termination or extension of the Liquidity Commitment under the Liquidity
Agreement (C) (with or without the giving of notice or lapse of time or both) in
a Matured Default under Section 8.01 of the Liquidity Agreement, or (D) an
extension of the Revolving Period under the Variable Funding Supplement, (ii)
immediately furnish telephonic notice to the Dealer (confirmed immediately
thereafter in writing) of any instructions given by the Liquidity Agent pursuant
to the Liquidity Agreement to cease issuing and delivering Commercial Paper
Notes and (iii) promptly furnish to the Dealer a copy of any notice, report or
other information delivered to or from any rating agency in connection with the
Commercial Paper Notes.

                  9. INDEMNIFICATION. The CP Issuer will indemnify and hold
harmless the Dealer, any persons who controls (within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act) the Dealer, any Affiliate of any
such person or the Dealer and their respective directors, officers,
incorporators, shareholders, partners, employees and agents (each, an
"INDEMNIFIED PARTY") against any and all liabilities, losses, damages, claims,
costs and expenses (including, without limitation, reasonable fees and
disbursements of counsel), or judgment of whatever kind and nature, imposed on,
incurred by or asserted against any Indemnified Party in connection with the
performance of the Dealer's obligations hereunder and (a) arising out of or
based upon any allegation that any Offering Materials or any information
provided in writing by the CP Issuer to the Dealer hereunder include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, (b) arising out of the breach by the CP Issuer of any
agreement or representation or warranty made or deemed made pursuant to this
Agreement, (c) arising out of or relating in any way to the CP Agreements, the
Liquidity Agreement and the agreements executed and delivered in connection
therewith, (d) arising out of or based upon the issuance of the Commercial Paper
Notes or the transactions contemplated hereby or based upon the 1933 Act, the
1934 Act or the Investment Company Act of 1940, as amended; PROVIDED, HOWEVER,
that the foregoing indemnity shall not extend to any liabilities to the extent
they arise from the inclusion of an untrue statement of a material fact or
omission of any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading in any
information in the Offering


                                      -10-
<PAGE>

Materials furnished in writing by the Dealer expressly for inclusion therein or
any action or inaction by the Dealer or any of its officers, employees or other
representatives constituting a violation of any state or federal law (including
common law fraud).

                  It is agreed, however, that the obligations of the CP Issuer
under this Section 9 shall not extend to any liability of the Indemnified Party
arising out of (i) any untrue statement by the Indemnified Party (whether
written or oral) of a fact in connection with the issue and sale of the Notes or
any omission by the Indemnified Party to state a fact necessary to make any
statement by the Indemnified Party, in light of the circumstances under which it
was made, not misleading, in connection with the issue and sale of the Notes,
unless such untrue statement or omission arises from information which was
included in, or should have been included in, the Offering Materials, or (ii)
the Indemnified Party's gross negligence or willful misconduct in the
performance of its obligations under this Agreement or any default or failure of
the Indemnified Party to perform its obligations under this Agreement or any
breach by the Indemnified Party of its obligations under this Agreement. To
provide for just and equitable contribution in circumstances in which the
indemnification provided for in this Section 9 is for any reason held
unavailable other than as expressly provided above, the CP Issuer and the
Indemnified Party shall contribute to the aggregate costs of satisfying such
liability in the proportion that the net amount received by each of the CP
Issuer and the Indemnified Party, respectively, from the sale of the Commercial
Paper Notes bears to the aggregate amount received by both the CP Issuer and the
Indemnified Party from the sale of the Commercial Paper Notes. The obligations
of the CP Issuer to the Indemnified Party under this Section 9 shall survive the
termination of this Agreement in the offer and sale of the Notes.

                  10. PAYMENT AND DELIVERY. Payment for and delivery of
Commercial Paper Notes sold pursuant to this Agreement shall be made in
accordance with the Depositary Agreement.

                  11. GUARANTY OF CERTAIN OBLIGATIONS. Federated unconditionally
guarantees, as a full recourse obligation, the full and prompt payment of all of
the payment obligations of the CP Issuer pursuant to Section 9 hereof but only
insofar as the same relate to the matters set forth in clause (a) of the first
sentence thereof. The obligations of Federated under this Section 11 shall
survive the termination of this Agreement.

                  12. NOTICES. All notices required or permitted under the terms
and provisions hereof shall be made in writing or by facsimile transmission,
other than the notices pursuant to Section 3(d) and Section 8(c) hereof which
may be made by telephonic communication and followed up later that day in
writing or by facsimile transmission, and shall, unless otherwise provided for
herein, be effective when received at the address


                                      -11-
<PAGE>

specified below each party's signature hereon or at such other address as shall
be specified in a notice furnished hereunder.

                  13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS OF THE
PARTIES HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

                  14. TERMINATION. This Agreement may be terminated under the
following circumstances: (i) at any time, by the CP Issuer or the Dealer, upon
at least 30 days' written notice or (ii) by the Dealer upon notice to the CP
Issuer that an Event of Default under the Liquidity Agreement shall have
occurred and continued unremedied for more than 15 consecutive days; PROVIDED,
HOWEVER, that any such termination shall not affect the obligations of the
parties hereunder with respect to Commercial Paper Notes unpaid at the time of
such termination or with respect to actions or events occurring prior to such
termination; and PROVIDED, FURTHER, that the reimbursement and indemnification
provisions hereof shall survive any such termination.

                  15. ASSIGNMENTS. Neither party to this Agreement may assign,
either in whole or in part, any of its rights or obligations under this
Agreement without the prior written consent of the other party hereto, and any
such assignment without such consent shall be null and void; PROVIDED, HOWEVER,
that the Dealer may assign or transfer, either in whole or in part, any of its
rights or obligations under this Agreement to any Affiliate of the Dealer, upon
at least 30 days' prior written notice to the CP Issuer; PROVIDED, FURTHER, that
no such assignment or transfer will relieve he Dealer of any liability or
obligation hereunder.

                  16. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which taken together, shall constitute one and the same
instrument and any party hereto may execute this Agreement by signing one or
more counterparts.

                  17. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters covered hereby
and supersedes all prior agreements and understandings between the parties.

                  18. CAPTIONS. The captions in this Agreement are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

                  19. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity of such provisions in any other jurisdiction.


                                      -12-
<PAGE>

                  20. NO BANKRUPTCY PETITION AGAINST THE CP ISSUER. The Dealer
hereby covenants and agrees that prior to the date which is one year and one day
after the indefeasible payment in full in case of all outstanding Commercial
Payment, Loan Notes and other obligations owing to the Secured Parties, it will
not institute against, or join any other Person in instituting against, the CP
Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.

                  21. NO RECOURSE. The obligations of the CP Issuer under this
Agreement are solely the corporate obligations of the CP Issuer. No recourse
shall be had for the payment of any amount owing in respect to Section 9 hereof
or for the payment of any fee hereunder or any other obligation or claim arising
out of or based upon this Agreement against any shareholder, employee, officer,
director or incorporator of the CP Issuer.

                  22. LIMITED RECOURSE TO CP ISSUER. The Dealer agrees that the
obligations of the CP Issuer to the Dealer hereunder, including without
limitation the obligation of the CP Issuer in respect of fees and indemnity
pursuant to Section 9, shall be payable solely from the Collateral in accordance
with the Security Agreement and that the Dealer shall not look to any other
property or assets of the CP Issuer in respect of such obligations and that such
obligations shall not constitute a claim against the CP Issuer in the event that
the CP Issuer's assets are insufficient to pay in full such obligations and that
such obligations are fully subordinated to the CP Issuer's obligations under the
Commercial Paper and the Loan Notes.



                                      -13-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Commercial
Paper Dealer Agreement as of the day and year first above written.

                                    SEVEN HILLS FUNDING CORPORATION

                                    By:     /s/ Susan P. Storer
                                        ---------------------------------------
                                    Name:  Susan P. Storer
                                    Title: President

                                    Seven Hills Funding Corporation
                                    7 West Seventh Street
                                    Cincinnati, Ohio 45202
                                    Attention:  Susan P. Storer
                                    Telephone No.:   (513) 579-7775
                                    Facsimile No.:   (513) 579-7393


                                    FEDERATED DEPARTMENT STORES, INC.

                                    By:     /s/ Karen M. Hoguet
                                        ---------------------------------------
                                    Name:   Karen M. Hoguet
                                    Title:  Senior Vice President and CFO

                                    Federated Department Stores, Inc.
                                    7 West Seventh Street
                                    Cincinnati, Ohio 45202
                                    Attention:  General Counsel
                                    Telephone No.:   (513) 579-7000
                                    Facsimile No.:   (513) 579-7555


                                    BANC ONE CAPITAL MARKETS, INC.

                                    By:     /s/ Edward G. Austin
                                        ---------------------------------------
                                    Name:   Edward G. Austin
                                          -----------------------------
                                    Title:  Director
                                           ------------------------------------

                                    Banc One Capital Markets, Inc.
                                    1 Bank One Plaza, Mail Code IL1-0595
                                    Chicago, Illinois 60670
                                    Attention:  Investment Grade
                                                Securities-Documentation
                                    Telephone No.:   (312) 732-1690
                                    Facsimile No.:   (312) 732-4773


                                      -14-

</TEXT>
</DOCUMENT>
