EXHIBIT 10.2.3
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THIRD AMENDMENT, dated as of June 19, 1998 (this "Amendment") to
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the Amended and Restated Credit Agreement, dated as of September 29,
1995 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among ANNTAYLOR, INC. (the "Borrower"),
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and FLEET
BANK, NATIONAL ASSOCIATION, as Co-Agents and each other Person
signatory thereto as a Lender or which from time to time became a
Lender party thereto in accordance with Section 12.01(a) of the
Credit Agreement (together with its respective successors and
assigns, individually a "Lender" and, collectively, the "Lenders"),
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BANCAMERICA XXXXXXXXX XXXXXXXX, as Arranger and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION in its separate capacity as
administrative agent for the Lenders thereunder (the "Agent").
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WITNESSTH
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WHEREAS, the Borrower has requested the Lenders to amend the
Credit Agreement as provided for herein; and
WHEREAS, the Lenders are willing to so amend the Credit
Agreement, but only on, and subject to, the terms and conditions hereof,
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Borrower,
the Banks parties hereto and the Agent hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined herein,
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terms defined in the Credit Agreement are used herein as therein
defined.
Section 2. Amendment to Section 8.01(m). Section 8.01(m) is
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hereby amended to read in its entirety as follows:
"(m) other Indebtedness of the Borrower and its Restricted
Subsidiaries not to exceed the aggregate principal amount of
$15,000,000 at any one time outstanding."
Section 3. Conditions Precedent. This Amendment shall become
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effective as of the date (the "Effective Date") on which the Agent shall have
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received counterparts of this Amendment, duly executed by the Borrower and
the Requisite Lenders.
Section 4. Representations and Warranties. To induce the Lenders to
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enter into this Amendment, the Borrower hereby represents and warrants to the
Lenders as of the Effective Date that the representations and warranties made
by the Borrower in the Loan Documents are true and correct in all material
respects on and as of the Effective Date, before and after giving effect to
the effectiveness of this Amendment, as if made on and as of the Effective
Date unless expressly stated to relate to an earlier date, in which case such
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representations and warranties shall be true and correct in all material
respects as of such earlier date.
Section 5. Miscellaneous. (a) Except for the amendments
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expressly provided herein, the Credit Agreement shall continue to be,
and shall remain, in full force and effect in accordance with its
terms. The amendments provided herein shall be limited precisely as
drafted and shall not be construed to be an amendment of any other
provision of the Credit Agreement other than as specifically provided
herein.
(b) The Borrower hereby confirms that, after giving effect
hereto, each Loan Document to which it is a party remains in full
force and effect in accordance with its terms.
(c) The Borrower agrees to pay or reimburse the Agent for all
of its out-of-pocket costs and reasonable expenses incurred in
connection with this Amendment, and any other documents prepared in
connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of Simpson,
Thacher & Xxxxxxxx, counsel to the Agent.
(d) This Amendment may be executed in any number of counterparts
by the parties hereto, and all of the said counterparts when taken
together shall be deemed to constitute one and the same instrument.
(e) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by the proper and duly
authorized officers as of the date first above written.
ANNTAYLOR, INC.
By: /s/Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior V.P. - CFO
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Agent and Co-Agent
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
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BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as a Lender
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FLEET BANK, NATIONAL
ASSOCIATION, as Co-Agent and
as a Lender
By: /s/Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
LTCB TRUST COMPANY, as a Lender
By: /s/Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
PNC BANK, NATIONAL
ASSOCIATION, as a Lender
By: ----------------------------
Name:
Title
By: ----------------------------
Name:
Title
