FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
Execution
Version
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), dated as of March 30, 2009, by and among XXXX, INC., a Delaware corporation,
(the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (the
“Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the
Lenders party to the Credit Agreement referenced below (the “Lenders”) and WACHOVIA BANK,
NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”) for the Lenders.
STATEMENT OF PURPOSE
The Borrowers, the Lenders and the Administrative Agent are parties to that certain Second
Amended and Restated Credit Agreement dated as of October 2, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).
The Borrowers have requested, and the Lenders and the Administrative Agent have agreed,
subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically
set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
SECTION 1 Capitalized Terms. All capitalized undefined terms used in this Amendment
(including, without limitation, in the Statement of Purpose hereto) shall have the meanings
assigned thereto in the Credit Agreement.
SECTION 2 Amendments. Subject to and in accordance with the terms and conditions set
forth herein, and effective on and after the Effective Date (as defined below) the Administrative
Agent and the Lenders hereby agree to amend the Credit Agreement as follows:
(a) New Definitions. Section 1.01 of the Credit Agreement is hereby amended by adding
the defined terms set forth below and on Schedule I in appropriate alphabetical order:
“First Amendment Effective Date” means March 30, 2009.
“UCC” means the Uniform Commercial Code as in effect in
the State of North Carolina, as amended or modified from time to
time.
“2005 Senior Notes” means the $20,000,000 5.05% Senior
Notes, Series A, due July 12, 2012, the $100,000,000 5.31% Senior
Notes, Series B, due July 12, 2015 and the $80,000,000 Floating Rate
Senior Notes, Series C, due July 12, 2012 issued by the Borrowers in
favor of certain purchasers pursuant to the Note Purchase Agreement
dated July 12, 2005 by and among the Borrowers and such purchasers.
“2007 Senior Notes” means the $125,000,000 6.20% Senior
Notes, due August 31, 2017, issued by the Borrowers in favor of
certain purchasers pursuant to the Note Purchase Agreement dated
August 31, 2007 by and among the Borrowers and such purchasers.
(b) Amendment to “Aggregate Commitment”. The definition of “Aggregate Commitment” in
Section 1.01 of the Credit Agreement is amended by adding the following sentence to the end
thereof:
On the First Amendment Effective Date, the Aggregate Commitment
shall be $675,000,000.
(c) Amendment to “Fixed Charges”. The definition of “Fixed Charges” in Section 1.01
of the Credit Agreement is amended and restated as follows:
“Fixed Charges” means, for any period, the sum of the
following determined on a Consolidated basis, without duplication,
for the Borrowers and their Subsidiaries in accordance with GAAP:
(a) Interest Expense for such period and (b) Rental Expense for such
period.
(d) Amendment to “New Lender”. The defined term “New Lender” in Section 1.01 of the
Credit Agreement is hereby deleted from the Credit Agreement. In connection with such deletion,
the phrase “, and each New Lender” is deleted from the defined term “Lender” and the phrase “each
such new Lender or proposed New Lender ,” is deleted from the provision at the end of Section
14.9(g) of the Credit Agreement.
(e) Amendment to “Revolving Credit Loans”. The definition of “Revolving Credit Loan”
in Section 1.01 of the Credit Agreement is amended and restated as follows:
“Revolving Credit Loans” means any revolving loan made
to the Borrowers pursuant to Section 2.1, and all such revolving
loans collectively as the context requires.
(f) Amendment to “L/C Commitment”. Clause (a) in the definition of “L/C Commitment”
in Section 1.01 of the Credit Agreement is amended and restated as follows:
(a) $200,000,000 and
(g) Amendment to “Rental Expense”. The definition of “Rental Expense” in Section 1.01
of the Credit Agreement is amended and restated as follows:
“Rental Expense” means, for the period of four (4)
consecutive fiscal quarters ending on or prior to the applicable
date, payments made pursuant to all obligations of the Borrowers and
their Subsidiaries under leases (other than Capital Leases) of real
property or personal property, whether now existing or hereafter
entered into; provided that (a) for any period during which
any acquisition permitted pursuant to the terms of Section
11.3(c) is consummated, Rental Expense shall be adjusted to give
effect to the consummation of such other permitted acquisition on a
pro forma basis in accordance with GAAP, as if such
acquisition occurred on the first day of such period, including,
without limitation, adjustments reflecting any non-recurring costs,
extraordinary expenses and expense savings calculated in a manner
reasonably satisfactory to the Administrative Agent and (b) Rental
Expense shall exclude any amounts required to be paid by any lessee
(whether or not therein designated as rental or additional rental)
(i) which are on account of maintenance and repairs, insurance,
taxes, assessments, water rates and similar charges or
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(ii) which are based on profits, revenues or sales realized by
such lessee from the leased property or otherwise based on the
performance of the lessee.
(h) Amendment to “Revolving Credit Commitment”. The definition of “Revolving Credit
Commitment” in Section 1.01 of the Credit Agreement is amended by adding the following sentence to
the end thereof:
The Revolving Credit Commitment of all Revolving Credit Lenders on
the First Amendment Effective Date shall be $350,000,000.
(i) Amendment to “Senior Notes”. The definition of “Senior Notes” in Section 1.01 of
the Credit Agreement is amended and restated as follows:
“Senior Notes” means the 2005 Senior Notes and the 2007
Senior Notes.
(j) Amendment to “Term Loan Commitment”. The definition of “Term Loan Commitment” in
Section 1.01 of the Credit Agreement is amended by adding the following sentence to the end
thereof:
The Term Loan Commitment of all Lenders on the First Amendment
Effective Date shall be $325,000,000.
(k) Amendment to Section 2.7. Section 2.7 of the Credit Agreement is hereby amended
and restated as follows:
SECTION 2.7 [Intentionally Omitted.]
(l) Amendment to Section 2.8. New clauses (h) and (i) are added to Section 2.8 to
the Credit Agreement as set forth on Schedule I attached hereto.
(m) Amendment to Section 5.1(c). Subject to Schedule I, the Applicable Margin table
in Section 5.1(c) of the Credit Agreement is amended and restated as set forth below:
| Pricing Level | Leverage Ratio | LIBOR | Base Rate | |||||||
I
|
Greater than or equal to 4.00 to 1.00 | 3.00 | % | 2.00 | % | |||||
II
|
Greater than or equal to 3.75 to 1.00, but less than 4.00 to 1.00 | 2.25 | % | 1.25 | % | |||||
III
|
Greater than or equal to 3.25 to 1.00, but less than 3.75 to 1.00 | 2.00 | % | 1.00 | % | |||||
IV
|
Greater than or equal to 2.75 to 1.00, but less than 3.25 to 1.00 | 1.75 | % | 0.75 | % | |||||
V
|
Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00 | 1.50 | % | 0.50 | % | |||||
VI
|
Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00 | 1.25 | % | 0.25 | % | |||||
VII
|
Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00 | 1.00 | % | 0.0 | % | |||||
VIII
|
Less than 1.25 to 1.00 | 0.75 | % | 0.0 | % | |||||
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(n) Amendment to Section 5.3(a). The Commitment Fee table in Section 5.3(a) of the
Credit Agreement is amended and restated as follows:
| Pricing Level | Leverage Ratio | Commitment Fee | ||||
I
|
Greater than or equal to 4.00 to 1.00 | 0.500 | % | |||
II
|
Greater than or equal to 3.75 to 1.00, but less than 4.00 to 1.00 | 0.400 | % | |||
III
|
Greater than or equal to 3.25 to 1.00, but less than 3.75 to 1.00 | 0.350 | % | |||
IV
|
Greater than or equal to 2.75 to 1.00, but less than 3.25 to 1.00 | 0.300 | % | |||
V
|
Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00 | 0.200 | % | |||
VI
|
Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00 | 0.150 | % | |||
VII
|
Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00 | 0.125 | % | |||
VIII
|
Less than 1.25 to 1.00 | 0.100 | % | |||
(o) Amendment to Section 9.15. A new Section 9.15 is added to the Credit Agreement
as set forth on Schedule I.
(p) Amendment to Section 10.1. Section 10.1 of the Credit Agreement is hereby amended
and restated as follows
SECTION 10.1 Leverage Ratio. As of any fiscal quarter
end, permit the ratio of (a) Adjusted Debt on such date to (b)
EBITDAR for the period of four (4) consecutive fiscal quarters
ending on or immediately prior to such date (the “Leverage
Ratio”) to be greater than Maximum Permitted Leverage Ratio. On
the First Amendment Effective Date, the Maximum Permitted Leverage
Ratio will be 4.25 to 1.0.
(q) Amendment to Section 10.2. The minimum permitted Fixed Charge Coverage Ratio in
Section 10.2 of the Credit Agreement is reduced from “2.00 to 1.00” to “1.75 to 1.00”.
(r) Amendment to Section 11.1(d). The Capitalized Lease basket in Section 11.1(d) of
the Credit Agreement is reduced from “$85,000,000” to “$65,000,000”.
(s) Amendment to Section 11.1(e). The purchase money Debt basket in Section 11.1(e)
of the Credit Agreement is reduced from “$75,000,000” to “$50,000,000”.
(t) Amendment to Section 11.1(l). The additional Debt basket in Section 11.1(l) of
the Credit Agreement is reduced from “$100,000,000” to “$65,000,000”.
(u) Amendment to Section 11.2. Section 11.2 of the Credit Agreement is amended by (i)
deleting “and” at the end of clause (f), (ii) replacing the “.” with “; and” at the end of clause
(g) and (iii) adding a new clause (h) as set forth on Schedule I.
(v) Amendment to Section 11.3(c)(iii). Section 11.3(c)(iii) of the Credit Agreement
is amended and restated as follows:
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(iii) the aggregate consideration (including cash and non-cash
consideration, whether in the form of earned-out payments or other
deferred payments) and any assumption of liabilities does not exceed
the applicable maximum amount set forth in the table below opposite
the applicable Leverage Ratio without the prior written consent of
the Required Lenders:
| Maximum Single | Maximum Aggregate | |||||||
| Leverage Ratio | Acquisition Amount | Acquisition Amount | ||||||
(Deemed
to be the higher of (1) the Leverage Ratio prior to
giving effect to the proposed
acquisition and (2) the pro
forma Leverage Ratio after
giving effect to the proposed
acquisition) |
||||||||
Greater than or equal to 4.25
to 1.00
|
$ | 0.0 | $ | 0.0 | ||||
Greater than or equal to 4.00
to 1.00, but less than 4.25 to
1.00
|
$ | 25,000,000 | $ | 50,000,000 | ||||
Greater than or equal to 3.25
to 1.00, but less than 4.00 to
1.00
|
$ | 25,000,000 | $ | 100,000,000 | ||||
Less than 3.25 to 1.00
|
$ | 75,000,000 | $ | 250,000,000 | ||||
“Maximum Aggregate Acquisition Amount” means the aggregate amount for all
acquisitions (including the proposed acquisition) from the Closing Date through
the later of (x) the Revolving Credit Termination Date or (y) the Term Loan
Termination Date.
No Default or Event of Default shall be deemed to arise under this
clause (iii) as a result of an increase in the Leverage
Ratio (resulting in a corresponding decrease in the maximum
permitted acquisition amounts) with respect to any acquisition
consummated prior to such change in Leverage Ratio, so long as at
the time such acquisition was consummated, it was permitted in
accordance with this Section 11.3.
(w) Amendment to Section 11.6. Sections 11.6(c) and (d) of the Credit Agreement are
amended and restated as follows:
(c) any Borrower or any Subsidiary may pay any other dividends
or distributions not otherwise permitted by this Section
11.6; provided that (i) the aggregate of all dividends
and distributions permitted by this paragraph (c) during any
Fiscal Year shall not exceed the maximum amount set forth below in
the table below opposite the applicable Leverage Ratio, (ii) there
shall be no outstanding Revolving Credit Loans and Revolving Credit
Loans shall not be used (directly or indirectly) to make such
dividends and distributions under this paragraph (c), (iii)
dividends and distributions may only be paid annually on a payment
date that is consistent with past practices and (iv) no Default or
Event of Default shall have occurred and be continuing both before
and after giving effect to such dividends and distributions under
this paragraph (c); and
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| Maximum Amount of Dividends and | ||||
| Leverage Ratio | Distributions | |||
Greater than or equal to 4.00
to 1.00
|
$ | 10,000,000 | ||
Greater than or equal to 3.50
to 1.00, but less than 4.00 to
1.00
|
$ | 20,000,000 | ||
Less than 3.50 to 1.00
|
5% of the Net Worth of such Borrower or such Subsidiary for such Fiscal Year | |||
No Default or Event of Default shall be deemed to arise under this
paragraph (c) as a result of an increase in the Leverage
Ratio (resulting in a corresponding decrease in the maximum
permitted dividend and distribution amount) with respect to the
payment of any dividend or distribution actually paid during any
prior Fiscal Year(s) as a result of such change in Leverage Ratio,
so long as at the time such dividend or other distribution was paid,
it was permitted in accordance with this Section 11.6.
(d) the Company may purchase, redeem, retire or otherwise
acquire, directly or indirectly shares of its capital stock in an
amount not to exceed (i) the maximum amount, set forth below in the
table below opposite the applicable Leverage Ratio, in the aggregate
during any consecutive twelve (12) month period and (ii)
$250,000,000 in the aggregate during the term of this Agreement;
provided that (A) no Default or Event of Default shall have
occurred and be continuing both before and after giving effect to
such purchase, redemption, retirement or acquisition under this
paragraph (d) and (B) there shall be no outstanding Revolving Credit
Loans and Revolving Credit Loans shall not be used (directly or
indirectly) to make such purchase, redemption, retirement or
acquisition under this paragraph (d).
| Maximum Amount Stock Purchases, | ||||
| Redemptions, Retirements or other | ||||
| Leverage Ratio | Acquisitions of Capital Stock | |||
Greater than or equal to 4.00 to 1.00
|
$ | 10,000,000 | ||
Greater than or equal to 3.50 to
1.00, but less than 4.00 to 1.00
|
$ | 20,000,000 | ||
Less than 3.50 to 1.00
|
$ | 75,000,000 | ||
No Default or Event of Default shall be deemed to arise under this
paragraph (d) as a result of an increase in the Leverage
Ratio (resulting in a corresponding decrease in the maximum
permitted capital stock purchases, redemptions, retirements or other
acquisitions) with respect to any such purchase, redemption,
retirement or other acquisition actually consummated prior to such
change in Leverage Ratio, so long as at the time such purchase,
redemption, retirement or other acquisition of capital stock was
paid, it was permitted in accordance with this Section 11.6.
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(x) Amendment to Section 11.13. A new Section 11.13 is added to the Credit Agreement
as set forth on Schedule I.
(y) Amendment to Certain Schedules. Schedules 7.1(a) and (b) to the Credit Agreement
are amended and restated as attached hereto as Schedule II.
SECTION 3 Waiver. The Lenders hereby waive any Default that may have resulted under
Section 12.1(e) as a result of the Borrowers’ failure to comply with Section 9.11 in connection
with the formation of Belk Ecommerce LLC on June 3, 2008.
SECTION 4 Effectiveness. This Amendment shall become effective on the date upon which
each of the following conditions is satisfied (such date, the “Effective Date”):
(a) This Amendment. The Administrative Agent shall have received counterparts
of this Amendment duly executed by each of the Borrowers, the Administrative Agent and
Lenders constituting Required Lenders.
(b) Utilization of Certain Baskets. Attached hereto as Schedule III are
utilizations and available amounts, as of the First Amendment Effective Date after giving
effect to all transactions contemplated by this Amendment to occur on such date, with
respect to each of the permitted additional amounts (i.e., baskets) set forth in
Sections 11.1(d), 11.1(e), 11.1(l), 11.3(c) and
11.5(g).
(c) Joinder Agreement. The Administrative Agent shall have received a Joinder
Agreement, a favorable legal opinion and such other documents and closing certificates
requested by the Administrative Agent with respect to Belk Ecommerce LLC.
(d) Senior Notes. (i) The 2005 Senior Notes shall not have been amended,
restated, supplemented or otherwise modified since the Closing Date and (ii) the 2007 Senior
Notes shall not have been amended, restated, supplemented or otherwise modified since the
issuance thereof.
(e) Amendment Fee. The Administrative Agent shall have received, for the
account of each Lender (including Wachovia Bank, National Association) consenting to this
Amendment, an amendment fee in an amount equal to 0.25% of each such consenting Lender’s
Aggregate Commitment.
(f) Fees and Expenses. the Administrative Agent shall have been reimbursed for
all fees (including, without limitation, the fees set forth in that certain letter agreement
dated as of March 24, 2009 (as amended, restated, supplemented or otherwise modified)
between Wachovia Capital Markets, LLC and the Company) and out-of-pocket charges and other
expenses incurred in connection with this Agreement, including, without limitation, the
reasonable fees and disbursements of counsel for the Administrative Agent.
(g) Opinions of Counsel. The Administrative Agent shall have received
favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the
Lenders (and providing for reliance with respect to the Borrowers, the Loan Documents and
such other matters as the Lenders shall request, which opinion shall expressly state that
the successors and assigns of the Lenders may rely on such opinion
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(h) Other Documents. The Administrative Agent shall have received any other
documents or instruments reasonably requested by the Administrative Agent in connection with
the execution of this Amendment.
SECTION 5 Limited Effect. Except as expressly provided herein, the Credit Agreement
and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment
shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any
other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any
right or rights which the Administrative Agent or the Lenders may now have or may have in the
future under or in connection with the Credit Agreement or the other Loan Documents or any of the
instruments or agreements referred to therein, as the same may be amended, restated, supplemented
or modified from time to time, or (c) to be a commitment or any other undertaking or expression of
any willingness to engage in any further discussion with any Borrower or any other Person with
respect to any waiver, amendment, modification or any other change to the Credit Agreement or the
Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative
Agent, or any of them, under or with respect to any such documents. References in the Credit
Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”,
“hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be
deemed to be references to the Credit Agreement as modified hereby.
SECTION 6 Representations and Warranties. Each Borrower represents and warrants that
(a) it has the corporate power and authority to make, deliver and perform this Amendment, (b) it
has taken all necessary corporate or other action to authorize the execution, delivery and
performance of this Amendment, (c) this Amendment has been duly executed and delivered on behalf of
such Borrower, (d) this Amendment constitutes a legal, valid and binding obligation of such
Borrower, enforceable against such Borrower in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles, (e)
each of the representations and warranties made by such Borrower in or pursuant to the Loan
Documents is true and correct on and as of the date hereof as if made on and as of the date hereof,
except for any representation and warranty made as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date and (f) no Default or Event of
Default has occurred and is continuing as of the date hereof or after giving effect hereto.
SECTION 7 Acknowledgement and Reaffirmation. By its execution hereof, each Borrower
hereby expressly (a) consents to this Amendment, (b) reaffirms all of its respective covenants,
representations, warranties and other obligations set forth in the Credit Agreement and the other
Loan Documents to which it is a party and (c) acknowledges that its respective covenants,
representations, warranties and other obligations set forth in the Credit Agreement and the other
Loan Documents to which it is a party remain in full force and effect.
SECTION 8 Costs and Expenses. The Borrowers agree to pay in accordance with
Section 14.2 of the Credit Agreement all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment
and the other instruments and documents to be delivered hereunder, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto and with respect to advising the Administrative Agent as to its rights and responsibilities
hereunder and thereunder.
SECTION 9 Execution in Counterparts. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature
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page of this Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.
SECTION 10 Governing Law. This Amendment shall be governed by, construed and enforced
in accordance with the laws of the State of North Carolina, without reference to the conflicts or
choice of law principles thereof.
SECTION 11 Entire Agreement. This Amendment is the entire agreement, and supersedes
any prior agreements and contemporaneous oral agreements, of the parties concerning its subject
matter.
SECTION 12 Successors and Assigns. This Amendment shall be binding on and inure to
the benefit of the parties and their respective heirs, beneficiaries, successors and permitted
assigns.
[Signature Pages Follow]
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Execution
Version
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by
their duly authorized officers, all as of the day and year first written above.
| BORROWERS: | XXXX, INC. | |||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| BELK ADMINISTRATION COMPANY | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| BELK INTERNATIONAL, INC. | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| XXXX STORES SERVICES, INC. | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| XXXX-XXXXXXX COMPANY, GREENVILLE, SOUTH CAROLINA | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| THE BELK CENTER, INC. | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| BELK ACCOUNTS RECEIVABLE LLC | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
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| XXXX STORES OF VIRGINIA LLC | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| BELK GIFT CARD COMPANY LLC | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| BELK MERCHANDISING, LLC | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| BELK TEXAS HOLDINGS LLC | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| BELK DEPARTMENT STORES LP (f/k/a Belk Texas LP) |
||||||
| By: Xxxx, Inc., its General Partner | ||||||||
| By: | ||||||||
| Name: | Xxxxx X. Xxxxxx | |||||||
| Title: | Executive Vice President | |||||||
| BELK ECOMMERCE LLC | ||||||
| By: | ||||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Vice President | |||||
| ADMINISTRATIVE AGENT AND LENDERS: | WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent and Lender |
|||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| BANK OF AMERICA, N.A. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| BRANCH BANKING AND TRUST COMPANY | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| SUNTRUST BANK | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| REGIONS BANK | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| JPMORGAN CHASE BANK | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| U.S. BANK NATIONAL ASSOCIATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| RBC BANK | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| CAROLINA FIRST BANK | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| FIFTH THIRD BANK | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
