EXHIBIT 10
THIRD AMENDMENT
TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("Amendment") is
dated as of October 24, 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, and amended as of June 27, 1997 and July 9, 1997 (as
amended, restated, supplemented and otherwise modified and in
effect 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;
WHEREAS, the Agent, the Lenders and the Borrower have agreed
to further amend the Credit Agreement, on the terms and subject
to the conditions hereinafter set forth;
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 3 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 defined term is hereby added to
Section 1.1 of the Credit Agreement in the appropriate
alphabetical order:
"Kimco Sale-Leaseback Documents" means, collectively, (i)
that certain Contract of Sale and that certain Unitary Net Lease,
each executed and delivered by the Borrower and KRCV Corp. on
August 6, 1997, and (ii) all other agreements, documents and
instruments executed and delivered by the Borrower and/or KRCV
Corp. on or about such date pursuant thereto, in each case
without giving effect to any amendments, restatements or
modifications thereof or supplements thereto, except for any of
the foregoing previously consented to in writing by the Agent.
1.2 Section 8.1 of the Credit Agreement is hereby
deleted in its entirety and the following language is hereby
substituted therefor:
8.1 Interest Expense Ratio.
From and after January 31, 1998, the Borrower shall
have a ratio of EBITDA to Interest Expense as of the
respective dates, for the respective periods and in the
respective amounts, in each case as shall be established
pursuant to Section 8.3A hereof.
1.3 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, (ii) $95,000,000, as of October 25, 1997, (iii)
$90,000,000, as of January 31, 1998 and (iv) thereafter, as
of the respective dates and in the respective amounts as
shall be established pursuant to Section 8.3A hereof.
1.4 The Credit Agreement is hereby amended by
inserting the following language therein immediately following
Section 8.3 thereof:
8.3A Establishment of Continuing Financial Covenants;
Additional Financial Information.
(a) The Borrower and the Lenders intend that the
financial covenants set forth in Sections 8.1, 8.1A, 8.2 and
8.3 remain in effect until the Expiration Date, but have not
provided required levels for such covenants beyond January
31, 1998, because the Borrower has not yet finalized its
financial projections and expectations beyond such date.
Therefore, the Borrower hereby agrees that on or before
March 15, 1998, the Borrower will provide the Agent and the
Lenders with financial forecasts and projections sufficient
to enable the Agent and the Majority Lenders to establish
appropriate levels for such financial covenants for the
remaining term of this Credit Agreement, which the Agent and
the Majority Lenders will establish in their reasonable
discretion.
(b) The Borrower hereby agrees to deliver to the Agent
no later than March 15, 1998, Financial Statements of the
Consolidated Entity as of January 31, 1998, sufficient to
establish the Borrower's compliance with Section 8.1A as of
such date (which information the Agent shall promptly
thereafter deliver to each of the Lenders).
1.5 Section 8.4 of the Credit Agreement is hereby
amended by (i) redesignating "clause (h)" thereof as "clause (I)"
and (ii) inserting the following language therein immediately
following clause (g) thereof:
(h) Indebtedness under the Kimco Sale Leaseback
Documents; and
2. Waiver. Effective as of the date hereof, upon
satisfaction of the conditions precedent set forth in Section 3
below, and in reliance upon the representations and warranties of
the Borrower set forth herein, Agent and each of the Lenders
hereby waive the Event of Default existing under Section 8.4 of
the Credit Agreement solely as a result of the Borrower's
incurring Indebtedness under the Kimco Sale Leaseback Documents.
3. 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 $150,000.
4. Representations, Warranties and Covenants.
4.1 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.
5. Reference to and Effect on the Credit Agreement and the
Other Credit Documents.
5.1 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.
5.2 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.
6. 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.
7. 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.
8. 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/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
BT COMMERCIAL CORPORATION, in its
individual capacity as a Lender and in
its capacity as Agent
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
BNY FINANCIAL CORPORATION
By:
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT
CORPORATION
By:
Name:
Title:
CONGRESS FINANCIAL CORP.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
FINOVA CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Senior Account Executive
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
FREEMONT FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
BANK BOSTON RETAIL FINANCE,
formally known as
GBFC, INC.
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President,
Senior Account Executive
LASALLE NATIONAL BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Account Officer
SANWA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
