EXHIBIT 10.19.2
AMENDMENT NO. 2
TO THE
CREDIT AGREEMENT
AMONG NINE WEST GROUP INC.,
THE LENDERS PARTY THERETO,
CITIBANK, N.A., as LETTER of CREDIT ISSUER,
CITIBANK, N.A., as ADMINISTRATIVE AGENT, and
MERRILL LYNCH CAPITAL CORPORATION, as AGENT
AMENDMENT NO. 2 (the "Amendment"), dated as of May 29, 1996, by and
among Nine West Group Inc., a Delaware corporation (the "Borrower"), the
financial institutions party to the Credit Agreement defined below (the
"Lenders"), Citibank, N.A., as issuer of letters of credit thereunder (the
"Issuer"), Citibank, N.A., as administrative agent for the Lenders and the
Issuer (in such capacity, the "Administrative Agent"), and Merrill Lynch Capital
Corporation, as agent for the Lenders and the Issuer (in such capacity, the
"Agent").
W I T N E S S E T H
WHEREAS, the Borrower, the Lenders, the Issuer, the Administrative
Agent and the Agent are party to a Credit Agreement, dated as of May 23, 1995 as
amended by Amendment No. 1 thereto dated as of December 28, 1995 (as such
Agreement may be further amended, the "Credit Agreement" and capitalized terms
defined in the Credit Agreement and not otherwise defined herein having the
meanings provided therein); and
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement to permit the Borrower to repurchase all of the warrants to purchase
common stock of the Borrower issued by the Borrower to USSC pursuant to the
Asset Purchase Agreement; and
WHEREAS, the Lenders have agreed with the Borrower to amend the Credit
Agreement to permit such repurchase upon the terms and subject to the conditions
set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendments to the Credit Agreement. Upon the satisfaction
of the conditions in Section 3 of this Amendment relating to the effectiveness
of this Section 1, the Credit Agreement is hereby amended as follows:
a. Article I is amended by adding the definition of "USSC Warrants"
immediately following the definition of "USSC" as follows:
""USSC Warrants" means the warrants to purchase the Borrower's
Stock issued by the Borrower to USSC pursuant to the Asset Purchase Agreement."
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a. Article VII is amended by deleting Section 7.4 in its entirety
and substituting in its place the following:
"7.4. Restricted Payments. The Borrower shall not and shall not
permit any of the Guarantors to (a) declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account or in respect of, or purchase, redeem or otherwise acquire
for value, any of its Stock or Stock Equivalents other than (i) after the
payment in full of all outstanding Facility 2 Term Loans and as long as no Event
of Default is continuing, declarations and payments of dividends by the Borrower
in respect of its outstanding common stock and purchases, redemptions and other
acquisitions of Stock or Stock Equivalents of the Borrower, in an aggregate
amount in any Fiscal Year not in excess of 25% of the Net Income of the Borrower
for the previous Fiscal Year, (ii) declarations and payments of dividends by the
Borrower in respect of its outstanding common stock paid in, and purchases,
redemptions and other acquisitions of Stock or Stock Equivalents of the Borrower
effected with Stock or Stock Equivalents of the Borrower in respect of which the
Borrower has no purchase, redemption, retirement, defeasance or other
acquisition obligation, (iii) declarations and payments of dividends and other
distributions to the Borrower or any other Guarantor by any Guarantor, and (iv)
the repurchase for $67,500,000 of all the USSC Warrants less $25,000,000
representing an adjustment to the purchase price of the Footwear Business
pursuant to the Asset Purchase Agreement, or (b) purchase, redeem, prepay,
defease or otherwise acquire for value or make any payment (other than required
purchases, redemptions and other payments) on account or in respect of any
principal amount of Indebtedness for Borrowed Money, now or hereafter
outstanding, except (i) the Loans, (ii) in the case of a Guarantor, payments to
the Borrower or any other Guarantor on account of any Indebtedness owing to the
Borrower or such other Guarantor by such Guarantor and (iii) in connection with
a refinancing of any Indebtedness permitted by Section 7.2."
SECTION 2. Representations and Warranties. The Borrower hereby
represents that (a) the execution, delivery and performance of this Amendment
have been duly authorized by all necessary corporate action on the part of the
Borrower and this Amendment constitutes a legal, valid and binding obligation of
the Borrower, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium or similar laws affecting
creditors' rights generally and to general principles of equity regardless of
whether enforcement is sought in a proceeding in equity or at law, (b) before
and after giving effect to this Amendment no Default or Event of Default will
result therefrom and (c) the representations and warranties of the Borrower
contained in Article IV of the Credit Agreement and of each Loan Party in the
other Loan Documents to which it is a party are true and correct as of the date
hereof as though made on such date, except to the extent such representations
and warranties relate to an earlier date, in which case such representations and
warranties were correct on and as of such earlier date.
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SECTION 3. Condition to Effectiveness. The amendments in Section 1
hereof shall become effective on the date (the "Effective Date") when
counterparts hereof shall have been executed by the Majority Lenders, the
Administrative Agent, the Agent, the Issuer and the Borrower and acknowledged by
each of the Guarantors.
SECTION 4. Effect on the Credit Agreement. Except as amended hereby,
the Credit Agreement and the other Loan Documents shall remain in full force and
effect.
SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together constitute one and the same agreement.
SECTION 6. Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the law of the State of New York.
SECTION 7. Headings. Section headings in this Amendment are included
herein for the convenience of reference only and shall not constitute part of
this Amendment for any other purpose.
SECTION 8. References. References herein and in the Loan Documents
to the Credit Agreement are to the Credit Agreement as amended hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
NINE WEST GROUP INC.
By:_______________________________
Title:
CITIBANK, N.A.,
as Administrative Agent
By:_______________________________
Title:
MERRILL LYNCH CAPITAL CORPORATION,
as Agent
By:_______________________________
Title:
CITIBANK, N.A., as Issuer
By:_______________________________
Title:
Lenders
-------
CITIBANK, N.A.
By:_______________________________
Title:
4
MERRILL LYNCH CAPITAL CORPORATION
By:_______________________________
Title:
BANK OF BOSTON CONNECTICUT
By:_______________________________
Title:
BANK ONE, INDIANAPOLIS, NA
By:_______________________________
Title:
CIBC INC.
By:_______________________________
Title:
COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE
By:_______________________________
Title:
By:_______________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:_______________________________
Title:
5
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:_______________________________
Title:
MERCANTILE BANK OF ST. LOUIS, NA
By:_______________________________
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:_______________________________
Title:
BEAR, STEARNS GOVERNMENT
SECURITIES, INC.
By:_______________________________
Title:
BANK OF NOVA SCOTIA
By:_______________________________
Title:
THE BANK OF NEW YORK
By:_______________________________
Title:
ARAB BANKING CORPORATION
By:_______________________________
Title:
6
BANK OF AMERICA ILLINOIS
By:_______________________________
Title:
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS
By:_______________________________
Title:
BANK OF TOKYO TRUST, LTD.
By:_______________________________
Title:
THE NIPPON CREDIT BANK, LTD.
By:_______________________________
Title:
THE SANWA BANK, LIMITED
By:_______________________________
Title:
THE SUMITOMO BANK, LIMITED
By:_______________________________
Title:
WELLS FARGO BANK
By:_______________________________
Title:
7
AMSOUTH BANK
By:_______________________________
Title:
DAI-ICHI KANGYO BANK, LTD.,
NEW YORK BRANCH
By:_______________________________
Title:
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCH
By:_______________________________
Title:
By:_______________________________
Title:
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By:_______________________________
Title:
DEUTSCHE GENOSSENSCHAFTSBANK
By:_______________________________
Title:
By:_______________________________
Title:
8
DRESDNER BANK AG CHICAGO AND
GRAND CAYMAN BRANCHES
By:_______________________________
Title:
By:_______________________________
Title:
NATIONAL CITY BANK
By:_______________________________
Title:
BANK OF MONTREAL
By:_______________________________
Title:
UNION BANK
By:_______________________________
Title:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By:_______________________________
Title:
THE YASUDA TRUST & BANKING
CO., LTD.
By:_______________________________
Title:
9
THE BANK OF TOKYO TRUST COMPANY
By:_______________________________
Title:
BANQUE PARIBAS
By:_______________________________
Title:
By:_______________________________
Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By:_______________________________
Title:
BANK OF IRELAND
By:_______________________________
Title:
THE FUJI BANK, LTD.
By:_______________________________
Title:
ALLIED IRISH BANKS, p.l.c., NEW YORK
BRANCH
By:_______________________________
Title:
By:_______________________________
Title:
10
THE SAKURA BANK, LIMITED
By:_______________________________
Title:
11
ACKNOWLEDGEMENT
Each of the undersigned consents to the foregoing Amendment and hereby
confirms that its respective Guaranty shall continue to guaranty the Obligations
of the Borrower pursuant to the Credit Agreement, as amended hereby.
NINE WEST FOOTWEAR
CORPORATION
By:______________________
Name:
Title:
NINE WEST DISTRIBUTION
CORPORATION
By:________________________
Name:
Title:
NINE WEST BOOT CORPORATION
By:________________________
Name:
Title:
NINE WEST MANUFACTURING
CORPORATION
By:________________________
Name:
Title:
COMMUNITY URBAN
REDEVELOPMENT OF DUCK
CREEK, INC.
By:________________________
Name:
Title:
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