Exhibit 10.24
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 22, 2003
(this "Amendment"), with respect to that certain Credit Agreement, dated as of
May 6, 2003 (as amended, the "Credit Agreement"), among Kmart Corporation, a
Michigan corporation ("Borrower"), the other Credit Parties (as defined therein)
signatory thereto, the lenders from time to time signatory thereto (each a
"Lender" and collectively, "Lenders") and General Electric Capital Corporation,
a Delaware corporation ("GE Capital"), as the administrative agent for the
Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, Borrower, the other Credit Parties, Lenders and
Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Credit Parties have requested that the Lenders amend
the Credit Agreement to, among other things, (i) reduce the fees payable under
the terms of the Credit Agreement and (ii) modify certain covenants;
WHEREAS, the Lenders are willing to agree to the requested
amendments on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:
1. Definitions. Unless otherwise defined herein, terms defined in
the Credit Agreement shall have their defined meanings when used herein.
2. Amendments to Credit Agreement.
(a) Section 1.3(a) of the Credit Agreement shall be amended to (i)
delete the phrase "without penalty or premium (except as provided in
Section 1.13(b) to the extent applicable)" in each instance where such
phrase occurs therein and (ii) substitute therefor "without penalty or
premium (except as provided in Section 1.9(d) and Section 1.13(b) to the
extent applicable)".
(b) Section 1.5(a) of the Credit Agreement shall be amended by (i)
deleting the second and third paragraphs thereof in it its entirety and
(ii) substituting the following in lieu thereof:
"During the period from the Second Amendment Effective Date
through the Fiscal Quarter ending on or about July 31, 2004, the
Applicable Margins shall be based on Level II (regardless of EBITDA
during such period). Thereafter, the Applicable Margins may be
adjusted (up or down) by reference to each of the following grids:
LEVEL OF
IF LTM EBITDA IS: APPLICABLE MARGINS:
----------------- -------------------
(Less Than) $300,000,000 Level I
(Greater Than or Equal To) $300,000,000 but (Less Than) $500,000,000 Level II
(Greater Than or Equal To) $500,000,000 but (Less Than) $600,000,000 Level III
(Greater Than or Equal To) $600,000,000 Level IV
APPLICABLE MARGINS
------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
------- -------- --------- --------
Applicable Revolver Index Margin 1.75% 1.50% 1.25% 1.00%
Applicable Revolver LIBOR Margin 2.75% 2.50% 2.25% 2.00%
Applicable Revolving Standby L/C Margin 2.75% 2.50% 2.25% 2.00%
Applicable Revolving Documentary L/C
Margin 1.50% 1.25% 1.25% 1.25%
Applicable Synthetic L/C Margin 2.75% 2.50% 2.25% 2.00%
Any such adjustments in the Applicable Margins shall be implemented
quarterly on a prospective basis on the fifth (5th) day following the delivery
of Financial Statements in accordance with paragraphs (b) or (d), as applicable,
of Annex E evidencing the need for an adjustment. Concurrently with the delivery
of those Financial Statements, Borrower shall deliver to Administrative Agent
and Lenders a certificate, signed by a Financial Officer, setting forth in
reasonable detail the basis for the continuance of, or any change in, the
Applicable Margins (the "LTM EBITDA Certificate"). Failure to timely deliver
such Financial Statements shall, in addition to any other remedy provided for in
this Agreement, result in an increase in the Applicable Margins to the highest
level set forth in the foregoing grid, until the fifth (5th) day following the
delivery of those Financial Statements demonstrating that such an increase is
not required. If an Event of Default has occurred and is continuing at the time
any reduction in the Applicable Margins is to be implemented, that reduction
shall be deferred until the third (3rd) Business Day following the date on which
such Event of Default is waived or ceases to continue, as the case may be."
(c) Section 1.9(b) of the Credit Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
"(b) As additional compensation for the Revolving Lenders,
Borrower shall pay to Administrative Agent, for the ratable benefit
of such Revolving Lenders, in arrears, on the first Business Day of
each month
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prior to the Commitment Termination Date, as required pursuant to
Section 1.3(a) and on the Commitment Termination Date, a Fee for
Borrower's non-use of available funds in an amount equal to the
Applicable Unused Line Fee Percentage per annum multiplied by the
difference between (x) the Revolving Maximum Amount (as it may be
reduced from time to time) and (y) the average for the period of the
daily closing balances of the Revolving Loan and the Swing Line Loan
outstanding during the period for which such Fee is due (such fee,
the "Unused Line Fee").
During the period from the Second Amendment Effective Date
through the Fiscal Quarter ending on or about July 31, 2004, the
Applicable Unused Line Fee Percentage shall be based on Level I
(regardless of EBITDA during such period). Thereafter, the
Applicable Unused Line Fee Percentage may be adjusted (up or down)
by reference to each of the following grids:
LEVEL OF
APPLICABLE UNUSED
IF LTM EBITDA IS: LINE FEE PERCENTAGE:
----------------- --------------------
(Less Than or Equal To) $500,000,000 Level I
(Greater Than or Equal To) $500,000,000 Level II
APPLICABLE UNUSED LINE FEE PERCENTAGE
-------------------------------------
Level I 0.50%
Level II 0.375%
Any such adjustments in the Applicable Unused Line Fee
Percentage shall be implemented quarterly on a prospective basis on
the fifth (5th) day following the delivery of Financial Statements
in accordance with paragraphs (b) or (d), as applicable, of Annex E
evidencing the need for an adjustment. Concurrently with the
delivery of those Financial Statements, Borrower shall deliver to
Administrative Agent and Lenders an LTM EBITDA Certificate, setting
forth in reasonable detail the basis for the continuance of, or any
change in, the Applicable Unused Line Fee Percentage. Failure to
timely deliver such Financial Statements shall, in addition to any
other remedy provided for in this Agreement, result in an increase
in the Applicable Unused Line Fee Percentage to the highest level
set forth in the foregoing grid, until the fifth (5th) day following
the delivery of those Financial Statements demonstrating that such
an increase is not required. If an Event of Default has occurred and
is continuing at the time any reduction in the Applicable Unused
Line Fee Percentage is to be implemented, that reduction shall be
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deferred until the third (3rd) Business Day following the date on
which such Event of Default is waived or ceases to continue, as the
case may be."
(d) Section 1.9 of the Credit Agreement shall be amended to add the
following new clause (d):
"(d) Upon any voluntary reduction or termination, as the case
may be, in the Revolving Loan Commitments pursuant to Section 1.3
after the Second Amendment Effective Date, Borrower shall pay to
Administrative Agent, for the ratable benefit of the Revolving
Lenders, a prepayment penalty in the amount equal to (i) 1.00% of
the amount so reduced or terminated, as the case may be, to the
extent it reduces the total Revolving Loan Commitments to less than
$1,500,000,000 and such reduction or termination, as the case may
be, occurs on or prior to June 30, 2004 or (ii) 1.00% of the amount
so reduced or terminated, as the case may be, to the extent it
reduces the total Revolving Loan Commitments to less than
$1,000,000,000 and such reduction or termination, as the case may
be, occurs after July 1, 2004 and on or prior to December 31, 2004."
(e) Section 6.2(j) of the Credit Agreement shall be amended to (i)
delete the reference to "clauses (k) or (l) below" and (ii) substitute in
lieu thereof a reference to "clauses (k), (l) or (m) below".
(f) Section 6.2(k) of the Credit Agreement shall be deleted in it
its entirety and the following shall be substituted in lieu thereof:
"(k) During any Fiscal Quarter, Borrower and its Subsidiaries
may use Surplus Cash as calculated for the immediately preceding
Fiscal Quarter (to the extent not otherwise utilized pursuant to
clause (j) above or clauses (l) or (m) below), Indebtedness
permitted under Section 6.3, the cash proceeds of any issuance of
Stock of Holdings and Stock of Holdings to make Investments
constituting Permitted Acquisitions; provided that (i) no Default or
Event of Default has occurred and is continuing at the time of such
Investment (or would result therefrom), (ii) the total consideration
in the aggregate during the term of the Agreement to be paid by
Borrower or any of its Subsidiaries (including (other than
Acquisition Indebtedness) any (x) Indebtedness issued or incurred by
Borrower or its Subsidiaries (other than the Acquired Entity)
pursuant to Section 6.3 in connection therewith (the amount thereof
to be calculated in accordance with GAAP), (y) the Market Value of
any Stock of Holdings issued in connection therewith and (z) the
cash proceeds of any issuance of Stock of Holdings (the amount of
any consideration referred to in clauses (y) and (z), collectively
the "Stock Consideration")) in connection with Acquisitions pursuant
to this clause (k) (the "Total Consideration") shall not exceed
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$1,750,000,000 in the aggregate during the term of this Agreement
(as such amount may be increased or decreased as provided below, the
"Total Consideration Basket") (provided that (1) in no event may the
Total Consideration less the Stock Consideration for all such
Investments exceed $750,000,000 in the aggregate during the term of
this Agreement (as the same may be increased or decreased as
provided below, the "Cash Consideration Basket") and (2) in no event
may the Stock Consideration for all such Investments exceed
$1,000,000,000 in the aggregate during the term of this Agreement
(as the same may be decreased as provided below, the "Stock
Consideration Basket")), and (iii) no Inventory acquired pursuant to
any Permitted Acquisition shall become eligible for inclusion in the
Borrowing Base until Administrative Agent has completed an appraisal
and audit thereof (both at Borrower's expense and upon its request)
and approved such inclusion in writing as determined by
Administrative Agent in its sole and absolute discretion; provided,
further, that in the event that LTM EBITDA is equal to or greater
than $600,000,000 as evidenced in an LTM EBITDA Certificate, the
Total Consideration Basket shall be increased to $2,000,000,000 and
the Cash Consideration Basket shall be increased to $1,000,000,000;
provided, further, that if subsequent to any such increase LTM
EBITDA is less than $600,000,000 as evidenced in an LTM EBITDA
Certificate, the Total Consideration Basket shall be reduced to the
greater of $1,750,000,000 or the amount actually spent pursuant to
the immediately preceding proviso and the Cash Consideration Basket
shall be reduced to the greater of $750,000,000 or the amount
actually spent or deemed spent under the Cash Consideration Basket
pursuant to the immediately preceding proviso; and provided,
further, that in the event that following any Acquisition pursuant
to this clause (k) Borrower or any of its Subsidiaries makes any
Asset Transfer to any Stock Acquisition Subsidiary to the extent
permitted by clauses (f) and (g) above, then the Asset Transfer
Amount in respect thereof shall (i) first be deducted from the Stock
Consideration Basket less amounts spent or deemed spent under the
Stock Consideration Basket pursuant to this clause (k) and (ii)
then, to the extent that the Stock Consideration Basket has been
reduced to zero, be deducted from the Cash Consideration Basket less
amounts spent or deemed spent under the Cash Consideration Basket
pursuant to this clause (k);"
(g) Section 6.2 of the Credit Agreement shall be amended to (i)
renumber clause (l) as clause "(m)", (ii) insert the following new clause
immediately following clause (k) and immediately preceding the renumbered
clause (m):
"(l) During any Fiscal Quarter, Borrower and its Subsidiaries
may use Surplus Cash as calculated for the immediately preceding
Fiscal
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Quarter (to the extent not otherwise utilized pursuant to clauses
(j) or (k) above or (m) below) to (i) make deposits with finance
companies, suppliers, insurers, vendors and other third parties that
provide goods or services to the Credit Parties or their vendors and
suppliers in the ordinary course of business and (ii) make
Investments in any securities, Indebtedness, assets or other
interests, in each case, that directly relate to real property owned
or leased by any of the Credit Parties; provided, that not more than
$500,000,000 of Surplus Cash in the aggregate during the term of
this Agreement may be used for such deposits pursuant to this clause
(l); and"
(h) Section 6.7 of the Credit Agreement shall be amended to (i)
delete the phrase "and, with respect to clause (b), Liens created under
the Leasehold Subordination Arrangements and Permitted Liens" in the first
sentence thereof and (ii) insert the following new phrase in lieu thereof:
"Liens constituting deposits permitted pursuant to Section 6.2(l),
and, with respect to clause (b), Liens created under the Leasehold Subordination
Arrangements and Permitted Liens".
(i) Section 6.13 of the Credit Agreement shall be amended to (i)
delete the "and" that appears after the final ";" of clause (g), (ii)
delete the "." that appears at the end of clause (h) and to substitute ";
and" in lieu thereof, and (iii) insert the following new clause (i)
immediately following clause (h):
"(i) the payment by the Credit Parties of up to $250,000,000
of Surplus Cash as calculated for the immediately preceding Fiscal
Quarter (to the extent not otherwise utilized pursuant to clauses
(j), (k), (l) or (m) of Section 6.2) in the aggregate during the
term of this Agreement to purchase the unrestricted stock of
Holdings freely traded on a national securities exchange; provided
that in the event that LTM EBITDA is equal to or greater than
$600,000,000 as evidenced in an LTM EBITDA Certificate, the
limitation referred to above shall be increased to $500,000,000;
provided, further, that if subsequent to any such increase LTM
EBITDA is less than $600,000,000 as evidenced in an LTM EBITDA
Certificate, the limitation shall be reduced to the greater of
$250,000,000 or the amount actually spent pursuant to the
immediately preceding proviso."
(j) The definition of "Applicable Trigger" in Annex A to the Credit
Agreement shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
"'Applicable Trigger' means (a) with respect to the period of
January through July of any Fiscal Year, the sum of Excess
Availability
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and Suppressed Availability shall be less than $400,000,000 for any
day occurring during such period and (b) with respect to the period
of August through December of any Fiscal Year, the sum of Excess
Availability and Suppressed Availability shall be less than
$250,000,000 for any day (or, during the months of October, November
and December, for three (3) consecutive Business Days) occurring
during such period.".
(k) The definition of "Applicable Margins" in Annex A to the Credit
Agreement shall be amended to (i) delete the phrase "the Applicable
Revolving L/C Margin" and (ii) substitute in lieu thereof the phrase
"Applicable Revolving Documentary L/C Margin, the Applicable Revolving
Standby L/C Margin".
(l) The definition of "Applicable Revolving L/C Margin" in Annex A
to the Credit Agreement shall be deleted in its entirety.
(m) Annex A to the Credit Agreement shall be amended by adding
thereto each of the following new definitions in its proper alphabetical
place:
"'Applicable Revolving Documentary L/C Margin' means, the per
annum interest rate from time to time in effect and payable with
respect to outstanding Revolving Loan Letter of Credit Obligations,
as determined by reference to Section 1.5(a)."
"'Applicable Revolving Standby L/C Margin' means, the per
annum interest rate from time to time in effect and payable with
respect to outstanding Revolving Loan Letter of Credit Obligations,
as determined by reference to Section 1.5(a)."
"'Applicable Unused Line Fee Percentage' means, the per annum
interest rate from time to time in effect, as determined by
reference to Section 1.9(b)."
"'Asset Transfer' means any transfer of assets, including
cash, Cash Equivalents and Marketable Securities, whether by
contribution or other means of transfer."
"'Asset Transfer Amount' means the fair market value or book
value, whichever is greater, of any and all assets transferred
pursuant to an Asset Transfer."
"'Cash Consideration Basket' has the meaning ascribed to it in
Section 6.2(k)."
"'LTM EBITDA Certificate' has the meaning ascribed to it in
Section 1.5(a)."
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"'Second Amendment Effective Date' means December 22, 2003."
"'Stock Acquisition Subsidiary' means any entity or Person
acquired or formed to acquire the assets, business, division or
stock of another Person, the consideration for which acquisition
consists of Stock Consideration."
"'Stock Consideration' has the meaning ascribed to it in
Section 6.2(k).
"'Stock Consideration Basket' has the meaning ascribed to it
in Section 6.2(k).
"'Suppressed Availability' means the positive difference of
the Borrowing Base less the Maximum Amount."
"'Total Consideration' has the meaning ascribed to it in
Section 6.2(k).
"'Total Consideration Basket' has the meaning ascribed to it
in Section 6.2(k).
(n) Paragraph (f) of Annex B to the Credit Agreement shall be
amended to (i) delete the reference to "the Applicable Revolving L/C
Margin" and (ii) substitute in lieu thereof a reference to "the Applicable
Revolving Documentary L/C Margin or the Applicable Revolving Standby L/C
Margin, as applicable,".
(o) Paragraph (g) of Annex B to the Credit Agreement shall be
amended to (i) delete the reference to ".25%" and (ii) substitute in lieu
thereof a reference to "0.125%".
(p) Paragraph (a) of Annex F to the Credit Agreement shall be
deleted in it its entirety and the following shall be substituted in lieu
thereof:
"(a) to Administrative Agent, on or prior to the fifth
Business Day following the end of each Fiscal Month, a certificate
signed by a Financial Officer setting forth the Liquidity Threshold
for such fiscal week (the "Availability Certificate")."
3. Representations and Warranties. In order to induce Administrative
Agent and Lenders to enter into this Amendment, the Credit Parties hereby
represent and warrant to Administrative Agent and Lenders that the
representations and warranties of the Credit Parties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects on and as of the date hereof (after giving effect
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hereto), except where such representations and warranties expressly relate to an
earlier date in which case such representations and warranties were true and
correct in all material respects as of such earlier date.
4. Conditions to Effectiveness. This Amendment shall be effective on
the date when the following conditions shall have occurred:
(a) Administrative Agent shall have executed this Amendment and
shall have received counterparts hereof, duly executed and delivered by
each Credit Party and Lenders; and
(b) Administrative Agent shall have received from Borrower an
amendment fee in the amount of $1,500,000 for the ratable benefit of the
Lenders as consideration for this Amendment.
5. Reference to Credit Agreement. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like or similar import shall mean and be a reference to
the Credit Agreement, as modified and amended by this Amendment.
6. Adjustments. In the event that Borrower and the other Credit
Parties open twenty-five (25) or more Stores (net of Store closings) or close
twenty-five (25) or more Stores (net of Store openings), in either case after
the Second Amendment Effective Date (either circumstance, a "Store Change"),
then at the request of Borrower, Administrative Agent or any Lender, the parties
to the Credit Agreement shall, from time to time, enter into negotiations in
order to adjust (upward or downward) the LTM EBITDA levels set forth in Sections
1.5, 1.9, 6.2 and 6.13 of the Credit Agreement, as modified and amended by this
amendment, so as to equitably reflect the effect of such Store Change (or
subsequent changes to the number of Stores of 25 or more, but only with respect
to increments of additional 25 Stores)on the financial condition of Holdings and
its Subsidiaries.
7. Acknowledgement and Consent. Each Credit Party by their execution
of this Amendment hereby:
(a) acknowledges and consents to this Amendment; and
(b) ratifies and confirms that all guaranties, assurances,
obligations and liens under the Loan Documents are not released,
diminished, impaired, reduced or otherwise adversely affected and agrees
that the execution, delivery and performance of this Amendment shall not
in any way affect such Person's obligations under any Loan Document to
which such Person is a party, which obligations on the date hereof remain
absolute and unconditional and are not subject to any defense, set-off or
counterclaim whatsoever.
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8. Authorization and Consent. Each Lender executing this Amendment
has obtained the consent and approval of each Person from whom such consent or
approval is required in connection with this Amendment.
9. Governing Law and Jurisdiction. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
10. Expenses. Borrower agrees to pay and reimburse Administrative
Agent for all its reasonable costs and expenses incurred in connection with the
preparation and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel to Administrative Agent.
11. 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.
12. Counterparts. This Amendment may be executed by the parties
hereto in any number of separate counterparts (including by facsimile
transmission) and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
13. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of Borrower and its successors and assigns, and upon
Administrative Agent and the Lenders and their respective successors and
assigns.
14. Continuing Effect. Except as expressly amended hereby, the
Credit Agreement shall continue to be and shall remain in full force and effect
in accordance with its terms. This Amendment shall not constitute an amendment
or waiver of any provision of the Credit Agreement not expressly referred to
herein and shall not be construed as an amendment, waiver or consent to any
action on the part of Borrower that would require an amendment, waiver or
consent of Administrative Agent or the Lenders except as expressly stated
herein. This Amendment shall constitute a Loan Document.
15. NO ORAL AGREEMENTS. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
KMART CORPORATION,
as a Borrower
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
KMART HOLDING CORPORATION
KMART MANAGEMENT CORPORATION
BIG BEAVER DEVELOPMENT CORPORATION
BIG BEAVER OF FLORIDA DEVELOPMENT, LLC
BIG BEAVER OF GUAYNABO
▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
▇▇▇▇▇▇▇▇▇.▇▇▇ LLC
KBL HOLDING INC.
KMART CORPORATION OF ILLINOIS, INC.
KMART EXPRESS LLC,
KMART INTERNATIONAL SERVICES, INC.
KMART OF FLORIDA LLC
KMART STORES OF ILLINOIS LLC
KMART OF MICHIGAN, INC.
KMART OF NORTH CAROLINA LLC
KMART OF NY HOLDINGS, INC.
KMART OF OHIO LLC
KMART STORES OF TEXAS LLC
KMART OF WASHINGTON LLC
KMART OVERSEAS CORPORATION
KMART STORES OF INDIANA, INC.
KMART STORES OF TNCP, INC.
MEDIA MOMENTUM, INC.
STI MERCHANDISING, INC.,
as Credit Parties
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 1, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 2, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 3, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 4, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 5, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 6, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 7, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 8, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 9, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 10, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 11, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 12, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 13, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 14, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 15, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 16, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 17, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 18, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 19, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 20, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 21, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 22, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 23, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ NO. 24, LLC
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
KLC INC.,
as a Credit Party
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
KMART OF INDIANA
KMART OF PENNSYLVANIA LP
KMART OF TEXAS L.P.
THE ▇▇▇▇▇▇▇▇ GROUP LLC,
as Credit Parties
By: KMART CORPORATION, its sole member,
partner or general partner, as
applicable
By:
------------------------------------
Name:
----------------------------------
Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
KMART TRINIDAD, INC.
as a Credit Party
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
MARIN ACCESS LLC,
as a Credit Party
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
GENERAL ELECTRIC CAPITAL CORPORATION, as
Administrative Agent, a Lender and Issuing
Bank
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
FLEET RETAIL FINANCE, INC.,
as a Lender and Issuing Bank
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
BANK OF AMERICA BUSINESS CREDIT,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
GMAC COMMERCIAL FINANCE LLC,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇▇ FARGO FOOTHILL LLC,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
BANK ONE, NA,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
THE CIT GROUP - RETAIL FINANCE GROUP,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
CONGRESS FINANCIAL CORPORATION,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
NATIONAL CITY COMMERCIAL FINANCE, INC.,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
PB CAPITAL CORPORATION,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
TEXTRON FINANCIAL CORPORATION,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
TRANSAMERICA BUSINESS CAPITAL CORPORATION,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
UPS CAPITAL CORPORATION,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
AMSOUTH BANK,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
RZB FINANCE LLC,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
WHITEHALL BUSINESS CREDIT CORPORATION,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
THE PROVIDENT BANK,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
SENIOR DEBT PORTFOLIO,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇▇▇▇ & CO.,
as a Lender
By:
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Name:
---------------------------------------
Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST,
as a Lender
By:
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Name:
---------------------------------------
Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND,
as a Lender
By:
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Name:
---------------------------------------
Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.,
as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.,
as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
COSTANTINUS ▇▇▇▇▇ ▇▇▇▇▇ DCO V, LTD.,
as a Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
KZH ING-2 LLC,
as a Lender
By:
-----------------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
KZH CYPRESS TREE-1 LCC,
as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
KZH STERLING LLC,
as a Lender
By:
-----------------------------------------
Name:
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Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
AMERICAN EXPRESS CERTIFICATE COMPANY,
as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
IDS LIFE INSURANCE COMPANY,
as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
▇▇▇▇▇▇▇▇ MASTER FUND, LTD.,
as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
THE FOOTHILL GROUP, INC.,
as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
CITIGROUP INVESTMENTS CORPORATE LOAN FUND,
INC., as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
UBS AG, STAMFORD BRANCH,
as a Lender
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]