FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "Amendment")
is entered into as of January 27, 1995 among ANNTAYLOR, INC., a
Delaware corporation (the "Borrower"), the various financial
institutions named on the signature pages hereto (the "Lenders")
and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION. as
Agent.
WHEREAS, the Borrower, the Lenders, the Co-Agents named
therein, BA Securities, Inc. as Arranger and the Agent are party
to that certain Credit Agreement dated as of July 29, 1994 (as
from time to time amended, the "Credit Agreement"); and
WHEREAS, the Borrower has requested the Lenders to increase
the Commitments under the Credit Agreement by $50,000,000 to
$125,000,000 and to make certain other changes to the Credit
Agreement, and the Lenders are willing to agree to the Borrower's
request on the terms and subject to the conditions set forth
herein;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined in
this Amendment, defined terms used herein shall have the meanings
assigned to such terms in the Credit Agreement.
Section 2. Amendments to Credit Agreement.
(a) Increase in Commitments. The Lenders hereby agree
to increase their Commitments to the amounts set forth in
Schedule 1 to this Amendment and Schedule 1.01(b) to the
Credit Agreement is hereby amended to read as Schedule 1 to
this Amendment.
(b) Change in Cleandown Provisions. Clause (v) of
Section 2.01(a) of the Credit Agreement is hereby amended to
read as follows:
"(v) The Borrower shall from time to time effect a
prepayment of the outstanding Loans (such amount, a
"Cleandown") so as to cause the aggregate outstanding
principal amount of the Loans to be not more than (A)
$50,000,000, for at least 30 consecutive days during
the period from the Initial Funding Date to the last
day of the Fiscal Year beginning on January 30, 1994,
(B) $67,000,000, for at least 30 consecutive days in
the Fiscal Year beginning on January 29, 1995 and (C)
$50,000,000, for at least 30 consecutive days in each
Fiscal Year thereafter (each such period, a "Cleandown
Period"). Promptly after the end of any Cleandown
Period, the Borrower shall notify the Agent that a
Cleandown Period has occurred and the Agent shall
notify the Lenders."
(c) Change in Investment Provisions.
(i) A new paragraph (j) is hereby added to
Section 8.03 of the Credit Agreement
reading as follows:
"(j) Investments in the form of advance
payments to suppliers not in excess of an
aggregate amount of $10,000,000 outstanding
at any one time; and"
(ii) The word "and" appearing at the end of
paragraph (i) of Section 8.03 of the Credit
Agreement is hereby deleted.
(iii) Current paragraph (j) of Section 8.03 of
the Credit Agreement is hereby re-lettered
as paragraph (k) of Section 8.03 of the
Credit Agreement.
(d) Change in Minimum Fixed Charge Coverage Ratio.
Section 9.03 of the Credit Agreement is hereby
amended to read as follows:
"9.03 Minimum Fixed Charge Coverage Ratio. The
Borrower shall not permit the Fixed Charge
Coverage Ratio, as determined at the end of any
fiscal quarter for the preceding four fiscal
quarters (or, if less, the number of quarters
elapsed since the Initial Funding Date) to be less
than the ratio set forth opposite the month in
which such fiscal quarter ends:
Quarter Ended Minimum Ratio
October 1994 1.00 to 1.00
January 1995 1.00 to 1.00
April 1995 1.00 to 1.00
July 1995 1.00 to 1.00
October 1995 1.00 to 1.00
January 1996 1.00 to 1.00
April 1996 1.00 to 1.00
July 1996 1.05 to 1.00
October 1996
and thereafter 1.10 to 1.00"
Section 3. Representations and Warranties.
The Borrower represents and warrants that:
(a) (i) the execution and delivery of this Amendment
have been duly authorized by all necessary corporate action;
and (ii) do not violate any Requirement of Law nor conflict
with or result in the breach of any Contractual Obligation
binding on the Borrower; and
(b) after giving effect to this Amendment, the
representations and warranties of the Borrower contained in
Article V of the Credit Agreement (except for
representations and warranties relating to a particular
point in time) and in each other Loan Document are true and
correct in all material respects as if made on and as of the
date of this Amendment and no Potential Event of Default or
Event of Default has occurred and is continuing.
Section 4. Effectiveness.
(a) This Amendment shall become effective as of the
date first above written when the Agent has received the
following:
(i) counterparts hereof executed by the Borrower,
all the Lenders and the Agent and signed by ATSC as a
consenting party; and
(ii) copies of the resolutions of the Board of
Directors of the Borrower authorizing the execution and
delivery of this Amendment and the performance of the
transactions contemplated hereby, certified by the
Secretary or an Assistant Secretary of the Borrower.
(b) Upon the effectiveness of this Amendment (i) each
reference in the Credit Agreement to "this Agreement",
"hereunder", hereof", "herein", or words of like import
shall mean and be a reference to the Credit Agreement as
amended hereby and (ii) each reference in each other Loan
Document to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby.
(c) Except as specifically amended above, the Credit
Agreement shall remain in full force and effect.
(d) The execution, delivery, and effectiveness of this
Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of any
Lender or the Agent under the Credit Agreement or any of the
other Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
Section 5. Miscellaneous.
(a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when executed and delivered
shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.
(b) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective duly authorized
officers as of the date first above written.
ANNTAYLOR, INC.
By:/s/ Walter J. Parks
_____________________________
Title: Sr. V.P. - Finance
__________________________
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Agent
By: /s/ Walter J. Parks
_____________________________
Title: Sr. V.P. - Finance
__________________________
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By:/s/ Lannhi Tran
_____________________________
Title:__________________________
FLEET BANK, NATIONAL ASSOCIATION
By: /s/ David B. Coleman
--------------------------
Title:__________________________
LTCB TRUST COMPANY
By:_____________________________
Title:__________________________
PNC BANK, NATIONAL ASSOCIATION
By:_____________________________
Title:__________________________
SHAWMUT BANK, N.A.
By:_____________________________
Title:__________________________
Consenting Party:
ANNTAYLOR STORES CORPORATION
By:_____________________________
Title:__________________________