AMENDMENT NO. 3 TO CREDIT AGREEMENT
This Amendment No. 3 to Credit Agreement dated as of
December 23, 1993 (this "Amendment") is entered into among
ANNTAYLOR, INC., a Delaware corporation (the "Borrower"), BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and BANK OF
MONTREAL, as Co-Agents (the "Co-Agents"), the financial institu
tions party hereto (the "Lenders") and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION as agent for the Lenders (the
"Agent").
WHEREAS, the parties hereto are party to that certain Credit
Agreement dated as of June 28, 1993 (as heretofore amended, the
"Credit Agreement"); and
WHEREAS, the Borrower has requested the Lenders to amend
certain provisions of the Credit Agreement and the Lenders are
willing to agree to such amendments;
NOW, THEREFORE, on the terms and subject to the conditions
set forth herein, the parties hereto hereby agree as follows:
ARTICLE I
DEFINED TERMS
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Unless otherwise defined herein, defined terms used herein
shall have the meanings assigned to such terms in the Credit
Agreement.
ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT
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(1) Amendment of Minimum Amount of Swing Loans.
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The second sentence of clause (i) of Section 2.03(a) of
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the Credit Agreement is hereby amended to read as
follows:
"Swing Loans shall be in a minimum amount of
$100,000."
(2) Amendment of Minimum Amounts of Voluntary Prepayments.
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Paragraph (a) of Section 2.06 of the Credit Agreement
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is hereby amended by deleting the words ", in the case
of a prepayment of Base Rate Loans, and $10,000,000, in
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the case of a prepayment of Eurodollar Loans,"
appearing on lines 14, 15 and 16 thereof.
(3) Amendment to Use of Proceeds Restrictions.
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Section 2.12 of the Credit Agreement is hereby amended
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to read as follows:
"2.12 Use of Proceeds of the Loans. The
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proceeds of the Term Loans may be used only (a) to repay
Indebtedness owed by the Borrower under the Existing
Credit Agreement; (b) to redeem, repurchase and pay
interest and premiums on the Bonds; and (c) to pay fees
and expenses associated with the redemption or
repurchase of the Bonds and the refinancing of the
Existing Credit Agreement. The proceeds of the
Revolving Loans may be used for general corporate
purposes, to repay Indebtedness owed by the Borrower
under the Existing Credit Agreement, to purchase or
make Restricted Payments to ATSC to repay or redeem
outstanding Exchange Notes and to prepay, redeem or
purchase outstanding New Subordinated Notes (and
interest, premiums, fees and expenses in connection
therewith) in a maximum aggregate principal amount of
$15,000,000; provided, however, that only up to a
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maximum aggregate principal amount of $10,000,000 may
be prepaid, redeemed or purchased prior to the consum
mation of the first sale of Receivables permitted
under clause (iii) of Section 8.02(a) to occur after
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the Effective Date."
(4) Amendment of Restricted Payment Provisions.
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Section 8.05 of the Credit Agreement is hereby amended
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as follows:
(a) The words ", except as provided in paragraph (c)
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below," are hereby added after the word "but"
appearing on line one of paragraph (b) thereof.
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(b) The words "and to prepay, redeem or purchase New
Subordinated Notes in a maximum principal amount
of $15,000,000" are hereby added after the word
"Bonds" appearing on line three of paragraph (c)
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thereof.
(5) Paragraph (a) of Section 9.05 of the Credit Agreement
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is hereby amended by increasing the amount of Capital
Expenditures permitted to be made or incurred in the
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Fiscal Year ending in January 1995 from $21,000,000 to
$28,000,000.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
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The Company hereby represents and warrants that after giving
effect to this Amendment, the representations and warranties
contained in Section 5.02 of the Credit Agreement (except for
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representations and warranties relating to a particular point in
time) are true and complete in all material respects as if made
on and as of such date and no Potential Event of Default or Event
of Default has occurred and is continuing.
ARTICLE IV
MISCELLANEOUS
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(1) Effectiveness.
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This Amendment will become effective when the Agent has
received (a) counterparts hereof signed by the Borrower
and the Requisite Lenders and (b) an amendment fee for
the account of the Lenders having responded to the
request of the Borrower to execute this Amendment on or
prior to December 23, 1993 equal to 1/16% of the aggre
gate Facility Commitments of such Lenders.
(2) Reference and Effect on the Loan Documents.
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(a) Upon the effectiveness of this Amendment as
provided in paragraph (b) of Section (1) of this
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Article VI, each reference in the Credit Agreement
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to "this Agreement", "hereunder", "hereof",
"herein", or words of like import shall mean and
be a reference to the Credit Agreement as amended
hereby.
(b) Except as specifically amended or waived above,
the Credit Agreement and each other Loan Document
shall remain in full force and effect and are
hereby ratified and confirmed in all respects.
(c) 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
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Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
(3) Execution in Counterparts.
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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.
(4) Governing Law.
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THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the date set forth above.
ANNTAYLOR INC.,
as Borrower
By: _______________________
Title: ____________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By: _______________________
Title: ____________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Co-Agent
By: _______________________
Title: ____________________
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BANK OF MONTREAL,
as Co-Agent
By: _______________________
Title: ____________________
ARAB BANKING CORPORATION
By: _______________________
Title: ____________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: _______________________
Title: ____________________
BANK OF MONTREAL
By: _______________________
Title: ____________________
THE FIRST NATIONAL BANK
OF BOSTON
By: _______________________
Title: ____________________
FLEET BANK, N.A.
By: _______________________
Title: ____________________
THE FUJI BANK, LIMITED
By: _______________________
Title: ____________________
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GIROCREDIT BANK, NEW YORK
BRANCH
By: _______________________
Title: ____________________
THE INDUSTRIAL BANK OF
JAPAN, LIMITED,
New York Branch
By: _______________________
Title: ____________________
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED
By: _______________________
Title: ____________________
MIDLANTIC NATIONAL BANK
By: _______________________
Title: ____________________
NATWEST USA CREDIT CORP.
By: _______________________
Title: ____________________
PNC BANK, NA
By: _______________________
Title: ____________________
SHAWMUT BANK, N.A.
By: _______________________
Title: ____________________
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UNITED STATES NATIONAL
BANK OF OREGON
By: _______________________
Title: ____________________
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