Dillard's has amended and extended its senior secured revolving credit facility. The amendments include an increase to the amount of the facility to $1 billion from the previous amount of $400 million. ($835 million of the facility is available immediately, with an additional $165 million becoming available immediately upon the Preferred Security redemption discussed below). In addition, the facility has been extended to provide an additional five years of term and will now expire in December 2008. The amended facility is available to the Company for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures, and, subject to certain restrictions, the repayment of existing indebtedness.

The Company has entered into an agreement to redeem its $331.6 million Preferred Securities effective February 2, 2004. This agreement is subject to certain contingencies. The Company anticipates that redemption will occur on February 2, 2004. This new credit facility as well as other financing resources will provide Dillard's ample liquidity to redeem the Preferred Securities.

There are no financial covenant requirements under the amended credit facility provided that availability under the agreement exceeds $100 million. The credit facility was arranged by JPMorgan Chase Bank and Fleet Securities, Inc. acting as joint lead arrangers.