Item 1.01 Entry Into a Material Definitive Agreement.

On January 5, 2009, the Amended and Restated Credit Agreement dated as of August 30, 2007 (the "Credit Agreement"), among Macy's Inc. ("Macy's"), its wholly owned subsidiary, Macy's Retail Holdings, Inc. ("MRHI"), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and paying agent, and Bank of America, N.A., as administrative agent, was amended and restated (as so amended and restated, the "Amended Credit Agreement") as contemplated by the Amendment and Restatement Agreement described in the Form 8-K filed by Macy's with the Securities and Exchange Commission on December 17, 2008.

The amendment and restatement of the Credit Agreement had no effect on the size or maturity of the credit facility, the commitments of the lenders thereunder or the letters of credit currently outstanding thereunder.

Under the Amended Credit Agreement, the Company is required to maintain
(1) a ratio of consolidated EBITDA to consolidated net interest expense of no less than 3.00 to 1.00 through October 30, 2010 and 3.25 to 1.00 thereafter, and (2) a ratio of consolidated indebtedness to consolidated EBITDA of no more than 4.90 to 1.00 through October 31, 2009, 4.75 to 1.00 from November 1, 2009 to October 30, 2010 and 4.50 to 1.00 thereafter, all as calculated in accordance with the provisions of the Amended Credit Agreement. These requirements replace the requirements in the Credit Agreement that previously required the Company to maintain a ratio of consolidated EBITDA to consolidated net interest expense of no less than 3.25 to 1.00 and a ratio of consolidated net debt to the sum of consolidated net debt plus consolidated net worth of no more than 0.62 to 1.00.

The Amended Credit Agreement also contains certain new or amended covenants that provide for, among other things, limitations on subsidiary indebtedness, limitations on liens and sale/leaseback transactions, limitations on dividends or other distributions in respect of equity interests and repurchases of equity interests, and limitations on specified intercompany transactions.

All obligations of MRHI under the Amended Credit Agreement are guaranteed by existing and future domestic subsidiaries of MRHI, subject to such guarantees being released in specified circumstances.

Macy's paid the lenders a customary fee for entering into the Amended Credit Agreement. In addition, fees and interest rates under the Amended Credit Agreement increased.

Also on January 5, 2009, in connection with the execution of the Amended Credit Agreement, Macy's, MRHI, the MRHI subsidiaries parties thereto and JPMorgan Chase Bank, N.A., as paying agent, entered into an Amended and Restated Guarantee Agreement (the "Guarantee Agreement"), whereby Macy's and the MRHI subsidiaries agreed to guarantee the obligations of MRHI under the Amended Credit Agreement.

MACY'S, INC.