EXHIBIT 10.2(d)
January 8, 1997
Venture Stores, Inc.
0000 Xxxx Xxxxx Xxxx
X'Xxxxxx, Xxxxxxxx 00000-0000
Re: Agreement Relating to Second Amendment to Loan and Security
Agreement
Ladies/Gentlemen:
Reference is hereby made to that certain Loan and Security
Agreement, as amended prior to the date hereof (the "Agreement"),
dated as of June 28, 1996 and executed by and among Venture
Stores, Inc. (the "Borrower"), the financial institutions party
thereto (collectively, the "Lenders") and BankAmerica Business
Credit, Inc., as agent for the Lenders (in such capacity as
agent, the "Agent"). Reference is hereby also made to that
certain letter agreement (the "Second Amendment"), dated even
date herewith and proposed to be entered into by and among the
Borrower, the Lenders and the Agent, which Second Amendment would
amend the Agreement in certain respects. Certain capitalized
terms used herein and not otherwise defined shall have the
meanings attributed to them in the Agreement.
To induce the parties hereto to enter into the Second Amendment,
and in consideration thereof, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower hereby agrees that it shall pay to the
Agent on the date of the Borrower's acceptance of this letter
agreement, for the account of the Lenders, ratably in accordance
with their respective Pro Rata Shares, an amendment fee (the
"Amendment Fee") in the amount of $500,000, which Amendment Fee
shall be fully earned by the Lenders on such date.
This letter agreement shall be interpreted and the rights and
liabilities of the parties hereto determined in accordance with
the internal laws (as opposed to the conflict of laws provisions)
of the State of Illinois.
The Agreement and the other Loan Documents remain in full force
and effect and are each hereby ratified and confirmed. Please
evidence your agreement with the terms of this letter agreement
by signing in the space below. This letter agreement may be
executed by one or more of the parties hereto on any number of
counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. This letter
agreement shall become effective in accordance with its terms
upon its execution by the Agent, the Majority Lenders and the
Borrower.
Sincerely,
BANKAMERICA BUSINESS CREDIT, INC.,
as the Agent
By:\s\Xxxxxxx Xxx
Name:Xxxxxxx Xxx
Title:Vice President
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By:\s\Xxxxxxx Xxx
Name:Xxxxxxx Xxx
Title:Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By:\s\Xxxxx X. Xxxxxxx
Name:Xxxxx X. Xxxxxxx
Title:Assistant Secretary
CONGRESS FINANCIAL CORPORATION,
as a Lender
By:\s\Xxxxxx X. Xxxxxx
Name:Xxxxxx X. Xxxxxx
Title:Vice President
LA SALLE BUSINESS CREDIT, INC.,
as a Lender
By:\s\Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title:Asset Based Lending Officer
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By:\s\Xxxxxxx X. Xxx Xxxx
Name:Xxxxxxx X. Xxx Xxxx
Title:Duly Authorized Signatory
ACCEPTED AND AGREED:
VENTURE STORES, INC.
By:\s\Xxxxxxx Xxxx
Name:Xxxxxxx Xxxx
Title:Executive Vice President
Date:January 8, 1997
