Exhibit 10.2.1
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to the Amended and Restated Credit Agreement
(this "Amendment") is entered into as of January 4, 1996 among ANNTAYLOR,
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INC., a Delaware corporation (the "Borrower"), the various financial
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institutions named on the signature pages hereto (the "Lenders") and BANK
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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
Amended and Restated Credit Agreement dated as of September 29, 1995 (as
from time to time amended, the "Credit Agreement"); and
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WHEREAS, the Borrower and the Lenders have agreed to make certain
changes to the Credit Agreement 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
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Amendment, defined terms used herein shall have the meanings assigned to such
terms in the Credit Agreement.
Section 2. Amendments to Credit Agreement.
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(a) No Change of Term Loan Provisions. Clause (g) of
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Section 2.01 of the Credit Agreement is hereby amended to read as
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follows:
"(g) No Change of Term Loan Provisions. Not
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with-standing any other provision of this Agreement, without
the written consent of each Term Loan Lender affected thereby,
no modification of this Agreement shall increase any Term Loan
Commitment, extend the maturity date of the Term Loans, reduce
the principal of, or rate of interest on, the Term Loans,
change the method of allocation between the Revolving
Loan Commitments and the Term Loan Commitments of any mandatory
prepayment pursuant to Section 2.05(b) or change the provisions
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of this Section 2.01 or Section 2.05(c)."
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(b) Change to Mandatory Commitment Reductions; Mandatory
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Prepayments. Clause (i) of Section 2.05(b) is hereby amended to read
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as follows:
"(i) In the event that the Borrower and/or any
Restricted Subsidiary shall consummate the Distribution
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the Agent has received the following:
Center Financing or the Lease Financing, an amount equal to
50% of the greater of (x) the net cash proceeds of such
transaction and (y) the principal amount of Indebtedness
(as reflected on the Borrower's balance sheet) incurred by
the Borrower and/or such Restricted Subsidiary in such
transaction, shall be applied as follows:"
Section 3. Representations and Warranties.
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The Borrower represents and warrants that:
(a) the execution and delivery of this Amendment (i) 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
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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.
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(a) This Amendment shall become effective as of the date
first above written
(i) when the Agent has received counterparts
hereof executed by the Borrower, the Term Lenders, the
Requisite Lenders and the Agent and signed by AnnTaylor
Stores Corporation as a consenting party; and
(ii) when, concurrently herewith, the Borrower shall
have complied with all the requirements of Sections
2.05(b) and (c) of the Credit Agreement, as amended
hereby with respect to the proceeds of the
Distribution Center Financing.
(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.
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(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.
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(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., as Borrower
By: /s/ Paul Francis
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Title: Executive Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Agent
By: /s/ Dietmar Schiel
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Title: Vice President
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BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ John Pocalyko
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Title: Vice President
BANQUE INDOSUEZ
By: /s/ Kathrun Briger Andrew Marshak
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Title: Sr. Vice President Vice President
FLEET BANK, NATIONAL
ASSOCIATION
By: /s/ Christopher DelSignore
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Title: Asst. Vice President
FLEET NATIONAL BANK
OF MASSACHUSETTS (formerly
known as Shawmut Bank, N.A.)
By: /s/ Linda H. Thomas
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Title: Director
INDOSUEZ CAPITAL FUNDING II,
LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: /s/ Andrew Marshak
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Title: Authorized Signatory
LTCB TRUST COMPANY
By: /s/ Rene O. LeBlanc
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Title: Senior Vice President
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Mark Williams
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Title:
Consenting Party:
ANNTAYLOR STORES CORPORATION
By /s/ Paul Francis
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