EXHIBIT 10.21
SECOND AMENDMENT dated as of March 10, 1998, to the Amended and Restated
Credit Agreement dated as of April 30, 1997, as amended and restated as of
October 20, 1997, and as subsequently amended (the "Credit Agreement"), among
BRYLANE, L.P. (the "Borrower"), the LENDERS party thereto (the "Lenders"),
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent for the
Lenders (in such capacity, the "Agent"), and XXXXXXX XXXXX CAPITAL CORPORATION,
as Documentation Agent.
A. The Borrower, the Lenders and the Agent have heretofore entered into
the Credit Agreement. Capitalized terms used herein and not defined herein
shall have the meanings assigned thereto in the Credit Agreement.
B. The Borrower wishes, and the undersigned Lenders and the Agent are
willing, upon the terms and subject to the conditions set forth herein, to amend
the definition of "Initial Control Group" in, and add certain other definitions
to, the Credit Agreement so that the sale by FS&Co. and its affiliates and The
Limited and its subsidiaries of their ownership interests in the Parent
Corporation to Pinault Printemps-Redoute, S.A. (or one or more of its direct or
indirect majority-owned subsidiaries or affiliates) will not constitute a Change
of Control.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, receipt of which is hereby acknowledged,
the Borrower, the Lenders and the Agent hereby agree as follows:
SECTION 1. Amendment of the Credit Agreement. (a) Section 1.01 of the
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Credit Agreement is hereby amended as of the Amendment Effective Date (as
defined below) by (i) deleting the existing definition of "Initial Control
Group" and (ii) inserting in the appropriate alphabetical locations the
following new definitions:
(A) "Initial Control Group" means (a) prior to the Purchase, (i)
FS&Co. and its affiliates and (ii) The Limited and its subsidiaries and (b)
after the Purchase, PPR and its affiliates and subsidiaries; provided that the
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Borrower and its Subsidiaries shall not be considered to be affiliates of FS&Co.
or PPR or subsidiaries of The Limited or PPR for purposes of identifying the
"Initial Control Group".
(B) "PPR" means Pinault Printemps-Redoute, S.A., a French corporation.
(C) "Purchase" means the purchase by PPR (or one or more of its direct
or indirect majority-owned subsidiaries or affiliates) of the equity interests
of FS&Co. and The Limited in the Parent Corporation.
(b) Section 9.01 of the Credit Agreement is hereby amended as of the
Amendment Effective Date by inserting the words "prior to the Purchase,"
immediately following the parenthetical in the fifth line thereof.
SECTION 2. Representations and Warranties. The Borrower hereby represents
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and warrants on and as of the Amendment Effective Date that (i) the
representations and warranties of the Borrower set forth in the Loan Documents
are true and correct in all material respects and (ii) no Default has occurred
and is continuing.
SECTION 3. Effectiveness. This Second Amendment shall become effective on
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the date (the "Amendment Effective Date") of receipt by the Agent (or its
counsel) of counterparts hereof signed by the Borrower and the Required Lenders
or, in the case of any such party as to which an executed counterpart shall
not have been received, receipt by the Agent in form satisfactory to it of
telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such party.
SECTION 4. Expenses. The Borrower shall pay all reasonable out-of-pocket
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expenses of the Agent, including the reasonable fees and disbursements of
Cravath, Swaine & Xxxxx, special counsel for the Agent, in connection with the
preparation of this Second Amendment.
SECTION 5. NEW YORK LAW. THIS SECOND AMENDMENT SHALL BE CONSTRUED IN
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ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Second Amendment may be signed in any number
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of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 7. Headings. The headings of this Second Amendment are for
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convenience of reference only and are not part of this Second Amendment and are
not to be taken into consideration in interpreting this Second Amendment.
SECTION 8. Effect of Amendment. Unless and until this Second Amendment
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becomes effective, the Credit Agreement shall continue in effect on the terms
thereof in effect on the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
BRYLANE, L.P.,
by BRYLANE INC., General
Partner,
by
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Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent,
by
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Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK,
by
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Title:
2
XXXXXXX XXXXX CAPITAL
CORPORATION,
by
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Title:
BANKBOSTON, N.A.,
by
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Title:
FLEET NATIONAL BANK,
by
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Title:
XXXXX FARGO BANK, N.A.,
by
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Title:
THE FUJI BANK, LIMITED,
by
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Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.,
by
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Title:
ROYAL BANK OF CANADA,
by
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Title:
0
XXXXX XXXX XX XXXXXXXXXX,
X.X.,
by
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Title:
CORESTATES BANK, N.A.,
by
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Title:
CREDIT AGRICOLE INDOSUEZ,
by
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Title:
NATIONAL CITY BANK OF INDIANA,
by
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Title:
THE SUMITOMO BANK, LTD.,
by
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Title:
by
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Title:
ARAB BANKING CORPORATION,
by
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Title:
AMSOUTH BANK OF ALABAMA,
by
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Title:
4
THE BANK OF NEW YORK,
by
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Title:
BANK LEUMI TRUST COMPANY OF
NEW YORK,
by
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Title:
by
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Title:
CREDIT LYONNAIS,
by
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THE FIRST NATIONAL BANK OF CHICAGO,
by
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Title:
BANQUE PARIBAS,
by
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Title:
by
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Title:
XXX XXXXXX AMERICAN,
by
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Title:
5
