EXHIBIT 10.2
SECOND AMENDMENT
TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment") is
dated as of July 9, 1997, by and among VENTURE STORES, INC., a
Delaware corporation (the "Borrower"); BT COMMERCIAL CORPORATION,
a Delaware corporation (in its individual capacity, hereinafter
referred to as "BTCC"), acting in its capacity as agent (in such
capacity as agent, hereinafter referred to as the "Agent") under
the "Credit Agreement" (as hereinafter defined); and BTCC and the
other "Lenders" (as defined in the Credit Agreement) signatories
hereto. Capitalized terms used herein but not otherwise defined
herein shall have the respective meanings assigned to such terms in
the Credit Agreement, after giving effect to this Amendment.
WITNESSETH:
WHEREAS, the Borrower, the Agent and the Lenders have entered
into that certain Credit Agreement dated as of April 8, 1997, as
amended (as amended, restated, supplemented and otherwise modified
from time to time the "Credit Agreement"), pursuant to which the
Lenders have agreed to make certain loans and other financial
accommodations to or for the account of the Borrower; and
WHEREAS, the Borrower has requested that the Agent and the
Lenders amend the Credit Agreement;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the respective parties hereto hereby agree
as follows:
1. Amendment to Credit Agreement. Effective as of the date
hereof, upon satisfaction of the conditions precedent set forth in
Section 2 below, and in reliance upon the representations and
warranties of the Borrower set forth herein, in the Credit
Agreement and in each of the other Credit Documents, the Credit
Agreement is hereby amended as follows:
1.1 The following definitions are hereby added to
Section 1.1 of the Credit Agreement in the appropriate alphabetical
order:
Kmart means Kmart Corporation, a Michigan corporation.
Kmart Purchase Agreement means that certain Asset
Purchase Agreement dated as of July 2, 1997, between the
Borrower and Kmart.
Kmart Sale means the sale by Borrower and the purchase by
Kmart of the Acquired Assets pursuant to the Kmart Purchase
Agreement.
1.2 Section 8.1A of the Credit Agreement is hereby
deleted in its entirety and the following language is hereby
substituted therefor:
8.1A Minimum Shareowner's Investment. The Borrower
shall maintain a shareowner's investment (exclusive of gains
or losses attributable to sales or other dispositions of fixed
assets occurring after the Closing Date and other gains or
losses attributable to the Kmart Sale) of not less than (i)
$120,900,000, as of July 26, 1997 and (ii) $108,900,000, as of
October 25, 1997.
1.3 The words "and (iv)" set forth in the fifteenth line
of Section 8.7 of the Credit Agreement are hereby deleted and the
following language is hereby substituted therefor:
(iv) the Acquired Assets (as defined the Kmart Agreement),
provided that (a) such dispositions are for fair value, and
(b) the aggregate consideration is paid in full in cash at the
time of disposition and are thereupon delivered to the Agent,
in which case such consideration will be applied to repay the
Revolving Loans; and (v)
2. Conditions Precedent. This Amendment shall become
effective as of the date hereof, upon satisfaction of all of the
following conditions:
(a) receipt by the Agent of a copy of this Amendment,
executed by the Borrower and the Majority Lenders; and
(b) receipt by the Agent in immediately available funds
for the ratable benefit of the Lenders of an amount equal to
$250,000.
3. Representations, Warranties and Covenants.
3.1 The Borrower hereby represents and warrants to the
Agent and each of the Lenders that, after giving effect to this
Amendment:
(a) All representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and
correct in all material respects on and as of the date of this
Amendment, in each case as if then made, other than
representations and warranties that expressly relate solely to
an earlier date (in which case such representations and
warranties remain true and accurate on and as of such earlier
date);
(b) No Default or Event of Default has occurred which
has not been waived pursuant to the terms of the Credit
Agreement;
(c) this Amendment and the Credit Agreement constitute
legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their
respective terms; and
(d) the execution and delivery by the Borrower of this
Amendment does not require the consent or approval of any
Person, except such consents and approvals as have been
obtained.
4. Reference to and Effect on the Credit Agreement and the
Other Credit Documents.
4.1 Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in
each of the other Credit Documents to the "Credit Agreement" shall
in each case mean and be a reference to the Credit Agreement as
amended hereby.
4.2 Except as expressly set forth herein, (i) the
execution and delivery of this Amendment shall in no way affect any
of the respective rights, powers or remedies of the Agent or any of
the Lenders with respect to any Event of Default nor constitute a
waiver of any provision of the Credit Agreement or any of the other
Credit Documents and (ii) all of the respective terms and
conditions of the Credit Agreement, the other Credit Documents and
all other documents, instruments, amendments and agreements
executed and/or delivered by the Borrower pursuant thereto or in
connection therewith shall remain in full force and effect and are
hereby ratified and confirmed in all respects. The execution and
delivery of this Amendment by the Agent or any Lender shall in no
way obligate the Agent or such Lender, at any time hereafter, to
consent to any other amendment or modification of any term or
provision of the Credit Agreement or any of the other Credit
Documents, whether of a similar or different nature.
5. Governing Law. THE VALIDITY, INTERPRETATION AND
ENFORCEMENT OF THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
6. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
7. Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute
one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the date first set forth above.
VENTURE STORES, INC., a
Delaware corporation
By: /s/Russell E. Solt
Name: Russell E. Solt
Title: Executive Vice President
BT COMMERCIAL CORPORATION, in its
individual capacity as a Lender and in
its capacity as Agent
By: /s/Wayne D. Hillock
Name: Wayne D. Hillock
Title: Senior Vice President
FLEET CAPITAL CORPORATION
By: /s/Sandra J. Evans
Name: Sandra J. Evans
Title: Vice President
GBFC, INC.
By: /s/Elizabeth A. Ratto
Name: Elizabeth A. Ratto
Title: Vice President
LASALLE NATIONAL BANK
By: /s/Christopher G. Clifford
Name: Christopher G. Clifford
Title: SVP
SANWA BUSINESS CREDIT CORPORATION
By: /s/Lawrence J. Placek
Name: Lawrence J. Placek
Title: Vice President
HELLER FINANCIAL, INC.
By: /s/Linda G. Peddle
Name: Linda G. Peddle
Title: AVP, Account Executive
FINOVA CAPITAL CORPORATION
By: /s/M.S. Milam
Name: M.S. Milam
Title: VP
FREEMONT FINANCIAL CORPORATION
By: /s/Cheri Rittman
Name: Cheri Rittman
Title: Vice President
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/Christina M. Lucas
Name: Christina M. Lucas
Title: Vice President