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EXHIBIT 10.24
AMENDMENT NO. 7 TO
AMENDED AND RESTATED LINE OF CREDIT AGREEMENT
This Amendment No. 7 (the "Amendment") dated as of June 26, 1998, is among
Bank of America National Trust and Savings Association (the "Bank"), The
Gymboree Corporation ("TGC"), Gymboree Manufacturing, Inc. ("GMI"), Gymboree,
Inc. ("GI"), Gymboree Industries Limited ("GIL"), Gymboree U.K., Limited
("GUKL"), Gymboree U.K. Leasing Limited ("GUKLL"), Gymboree Ireland Leasing
Limited ("GILL"), Gymboree of Ireland, Limited ("GOIL"), Gymboree Industries
Holdings Limited ("GIHL"), Gymboree Hong Kong Limited ("GHKL"), and Gymboree
Japan K.K. ("GJKK"). (TGC, GMI, GI, GIL, GUKL, GUKLL, GILL, GOIL, GIHL, GHKL,
and GJKK are hereinafter referred to collectively as the "Borrowers" and
individually as a "Borrower").
RECITALS
A. The Bank, TGC, and GMI entered into a certain Amended and Restated
Line of Credit Agreement dated as of October 27, 1995, as previously amended
(the "Agreement").
Pursuant to Amendment No. 1 to Amended and Restated Line of Credit Agreement
dated as of July 17, 1997, GI and GIL were added as Borrowers.
Pursuant to Amendment No. 2 to Amended and Restated Line of Credit Agreement
dated as of August 11, 1997 ("Amendment No. 2"), GUKL was added as a Borrower
for the limited purpose of making available to GUKL the new foreign exchange
facility added to the Agreement by Amendment No. 2.
Pursuant to Amendment No. 3 to Amended and Restated Line of Credit Agreement and
Waiver dated as of January 9, 1998 ("Amendment No. 3 and Waiver"), GUKLL was
added as a Borrower for the limited purpose of making standby letters of credit
available to GUKLL. Standby letters of credit were also made available to GUKL
pursuant to Amendment No. 3 and Waiver.
Pursuant to Amendment No. 4 to Amended and Restated Line of Credit Agreement
dated as of January 30, 1998, TGC's liquidity covenant was amended for and only
for TGC's fiscal year ending as of January 31, 1998.
Pursuant to Amendment No. 5 to Amended and Restated Line of Credit Agreement
dated as of March 9, 1998 ("Amendment No. 5"), cash advances for use by TGC were
made available under the Agreement, TGC's tangible net worth covenant was
amended, TGC's liquidity covenant was further amended, and a requirement for
certain additional guaranties was added to the Agreement.
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Pursuant to Amendment No. 6 to Amended and Restated Line of Credit Agreement
dated as of March 9, 1998 ("Amendment No. 6"), GILL, GOIL, GIHL, GHKL, and GJKK
were added as Borrowers for the limited purpose of making available to GILL,
GOIL, GIHL, GHKL, and GJKK the foreign exchange facility added to the Agreement
by Amendment No. 2. The foreign exchange facility was also made available to
GUKLL pursuant to Amendment No. 6. In conjunction with making the foreign
exchange facility available to these Borrowers, the foreign exchange contract
limit, the settlement limit, and the Revaluation Limit were increased
accordingly pursuant to Amendment No. 6.
B. The Borrowers have requested the Bank to amend the Agreement by
adjusting certain within-line limitations applicable to letters of credit issued
under the Agreement in order to make those limitations more flexible and less
restrictive. The Bank is willing to grant that request subject to the additional
terms and conditions set forth in this Amendment.
C. Finally, the Bank has waived on a one-time basis a restriction
applicable to standby letters of credit in order to renew a certain standby
letter of credit for the account of TGC, and the Bank has decided to extend the
date by which it was to receive certain guaranties and related ancillary
documents from GOIL, GILL, GHKL, and GJKK under Amendment No. 5. By its
execution of this Amendment, the Bank wishes to confirm this one-time waiver and
its decision regarding those certain guaranties.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.
2. Amendment. The Agreement is hereby amended as follows:
2.1 Paragraph 1.1 is amended to read in its entirety as follows:
1.1 Line of Credit Amount.
(a) During the availability period described below, the Bank will
provide a line of credit to the Borrowers. The amount of the line of credit
(the "Commitment") is equal to One Hundred Million Dollars ($100,000,000).
(b) This is a revolving line of credit providing for cash advances
and letters of credit. During the availability period, the Borrowers may
repay principal amounts of cash advances and reborrow them. The aggregate
principal balance of cash advances
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outstanding at any one time may not exceed Fifteen Million Dollars
($15,000,000) (the "Advance Limit").
(c) The Borrowers agree not to permit the outstanding amounts of any
letters of credit, including amounts drawn on letters of credit and not yet
reimbursed, plus the Advance Limit to exceed the Commitment. It is
provided, however, that the outstanding amount of any standby letters of
credit, including amounts drawn on such letters of credit and not yet
reimbursed, may not exceed Eleven Million Dollars ($11,000,000).
(In calculating the amounts described above, the Bank will use Equivalent
Amounts for letters of credit denominated in Canadian Dollars, Irish Punts,
or English Pounds Sterling. "Equivalent Amount" means the equivalent in
U.S. Dollars of another currency calculated at the spot rate for the
purchase of such other currency with U.S. Dollars quoted by the Bank's
Foreign Exchange Trading Center in San Francisco, California, at
approximately 8:00 a.m. San Francisco time two (2) banking days (as
determined by Bank with respect to such currency) prior to the relevant
date.
2.2 Paragraph 6.1 is amended to read in its entirety as follows:
6.1 Use of Proceeds. To request (a) cash advances only for use
by TGC in order to fund TGC's short-term working capital needs and (b)
commercial or standby letters of credit only for use in the usual
course of business.
3. Representations and Warranties. When the Borrowers sign this
Amendment, the Borrowers represent and warrant to the Bank that: (a) there is no
event which is, or with notice or lapse of time or both would be, a default
under the Agreement, except those events, if any, that have been disclosed in
writing to the Bank or waived in writing by the Bank, (b) the representations
and warranties in the Agreement are true as of the date of this Amendment as if
made on the date of this Amendment, (c) this Amendment is within each Borrower's
powers, has been duly authorized, and does not conflict with any Borrower's
organizational papers, (d) this Amendment does not conflict with any law,
agreement, or obligation by which any Borrower is bound, and (e) the Borrowers
are entering into this Amendment on the basis of their own investigation and for
their own reasons, without reliance upon the Bank or any other entity or
individual.
4. TGC's Standby Letter of Credit. By its execution of this Amendment,
the Bank confirms that on June 15, 1998, it
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waived Paragraph 1.3(ii) of the Agreement for the sole and express purpose of
complying with the Borrowers' request to extend the maturity date of standby
letter of credit number 3001497 to July 31, 1999, instead of the maximum
maturity date of May 31, 1999 permitted under Paragraph 1.3(ii).
5. GOIL's, GILL's, GHKL's, and GJKK's Guaranties. By its execution of
this Amendment, the Bank confirms its unilateral decision to extend to August
15, 1998, the deadline for its receipt of the guaranties to be signed by GOIL,
GILL, GHKL, and GJKK, respectively, and the related ancillary documents required
under Section 4 of Amendment No. 5.
6. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
This Amendment is executed as of the date stated at the beginning of this
Amendment.
Bank of America National Trust
and Savings Association
By
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The Gymboree Corporation
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Gymboree Manufacturing, Inc.
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Gymboree, Inc.
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Gymboree Industries Limited
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Gymboree U.K., Limited
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Gymboree U.K. Leasing Limited
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Gymboree Ireland Leasing Limited
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Gymboree of Ireland, Limited
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Gymboree Industries Holdings Limited
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Gymboree Hong Kong Limited
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Gymboree Japan K.K.
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