FIRST AMENDMENT
TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
the 29th day of October, 1997, by and among THE DESIGNS/OLS PARTNERSHIP, a
partnership having its principal place of business at 00 X Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000 (the "Partnership"), DESIGNS, INC., a Delaware corporation
having its principal place of business at 00 X Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx
00000 ("Designs"), and LEVI'S ONLY STORES, INC., a Delaware corporation having
its principal place of business at 0000 Xxxxxx Xxxx, Xxxxxxxx, Xxxx 00000
("LOS"; LOS and Designs being hereinafter sometimes referred to collectively
as the "Lenders").
W I T N E S S E T H:
WHEREAS, the Partnership and the Lenders entered into a certain Credit
Agreement dated as of October 1, 1996 (the "1996 Credit Agreement") in
connection with the establishment of $5 million revolving credit facility for
the Partnership;
WHEREAS, the Partnership and the Lenders wish to, among other things,
extend the term of the 1996 Credit Agreement by one additional year;
WHEREAS, Section 7.1 of the 1996 Credit Agreement provides that no
amendment of the 1996 Credit Agreement shall be effective unless the amendment
is set forth in a writing signed and Lenders and the Partnership; and
WHEREAS, the Lenders and the Partnership have executed and delivered this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Partnership and the Lenders hereby agree as follows:
1. This Amendment shall be deemed to be effective as of September 30,
1997.
2. The definition of the term "Prime Rate" in Section 1 of the 1996
Credit Agreement is hereby amended to read as follows:
" "Prime Rate" means the lower of (a) the annual rate of interest
announced by BankBoston, N.A. (or its successors) from time to time at its
principal office as its "prime rate" (which may or may not be the lowest rate
available from BankBoston, N.A. at a given time), and (b) the prime rate or
base rate on corporate loans at large United States money center commercial
banks as published in The Wall Street Journal or, if publication of such rate
shall be suspended or terminated, the annual rate of interest, determined daily
and expressed as a percentage, from time to time announced by one of the five
largest banking institutions having their principal office in New York, New
York and selected by the Agent at the time such publication is suspended or
terminated. Each change in the Prime Rate shall be effective for the purposes
of this Agreement and the Notes on and as of the date such change becomes
effective. "
3. Section 2.2 of the 1996 Credit Agreement is hereby amended to read as
follows:
" 2.2 Termination of Commitments. The Commitments shall terminate
on September 30, 1998 (the "Termination Date") unless earlier terminated
pursuant to the provisions of this Agreement. "
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4. The form of Credit Request attached as Exhibit B to the 1996 Credit
Agreement is hereby deleted in its entirety and is replaced by Exhibit B
attached to this Amendment.
5. Section 7.3(a) of the 1996 Credit Agreement is hereby amended to read
as follows:
" 7.3 Notices. (a) All notices, demands and other communications
between any of parties hereunder to the other shall be deemed effective (except
for Credit Requests, which shall be effective when received by the Agent) when
delivered by hand or sent by first class mail or by facsimile transmission, and
addressed to the other party as set forth below:
If to the Partnership:
The Designs/OLS Partnership
c/o Designs, Inc.
00 X Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Manager
or to such other address of which notice is given in the same manner.
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If to the Lenders:
Designs, Inc.
00 X Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
Telecopier: (000) 000-0000
with a copy to
Xxxxx X. Xxxxx, Esq.
Executive Vice President and General Counsel
Designs, Inc.
00 X Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Telecopier: (000) 000-0000
and
Levi's Only Stores, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Attention: President
Telecopier: (000) 000-0000
with a copy to
Xxxx Xxxxxxx & Xx.
Xxxx'x Xxxxx
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel/LOS
Telecopier: (000) 000-0000
or to such other address as either Lender may designate by notice in writing to
the Partnership with a copy of such notice to the other Lender and the Agent;
provided, however, that the failure of the Partnership to deliver a copy of any
notice to Xx. Xxxxx or Levi Xxxxxxx & Co. shall not constitute a failure to
send notice to the Lenders. "
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6. Section 7.3(c) of the 1996 Credit Agreement is hereby amended to read
as follows:
" (c) The proceeds of all Credit Advances made hereunder shall be
delivered to the following account of the Partnership with BankBoston, N.A.
(unless otherwise agreed in writing by the parties hereto):
BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
ABA #011 001742
For credit to Account No. 0038652079
Attention: Xxxxxx X. XxXxxxx, Director
Telephone: (000) 000-0000
Telecopier: (000) 000-0000 "
7. As amended hereby, the 1996 Credit Agreement shall continue in full
force and effect in accordance with its terms.
8. This Amendment shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts,
without regard to its principles of conflicts of laws. This Amendment may be
executed in one or more counterparts, all of which shall be considered one and
the same Amendment and each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, the Partnership and the Lenders have caused this First
Amendment to Credit Agreement to be executed and delivered as a sealed
instrument by their duly authorized representatives, all as of the date first
written above.
THE DESIGNS/OLS PARTNERSHIP
By: Designs JV Corp.,
a General Partner
By:/s/ XXXX X. XXXXXXXX
---------------------------
Its President
By: LDJV Inc., a General Partner
By:/s/ XXXXXX X. XXXXXX
---------------------------
Its President
LEVI'S ONLY STORES, INC.
By:/s/ XXXXXX X. XXXXXX
---------------------------
Its President
DESIGNS, INC.
By:/s/ XXXX X. XXXXXXXX
---------------------------
Its President
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Exhibit B
[Form of Credit Request]
Date:
Designs, Inc., as Agent
00 X Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
We hereby request that the Lenders make pro-rata Credit Advances to us on
or before [ , 19 ] (the "Credit Advance Date") in the aggregate
amount of $ _______________. Please advise ________________ of our request.
The proceeds of such loan shall be sent by wire transfer to our account
#0038652079 at BankBoston, N.A.
This request is submitted under and pursuant to, and the loan is a loan
referred to in, the Credit Agreement, dated as of September , 1996, among
Designs, Inc., Levi's Only Stores, Inc. and The Designs/OLS Partnership, as
amended (the "Agreement"), and we hereby confirm that the representations and
warranties contained in Article 4 of the Agreement are true and correct on and
as of the date hereof and that no Default (as defined in the Agreement) has
occurred and is continuing on the date hereof, in each case giving effect to
such Credit Advance.
Very truly yours,
THE DESIGNS/OLS PARTNERSHIP
By:
---------------------------
Its General Manager
By:
---------------------------
A Management Committee
Member
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