1
Exhibit 10.50
SECOND AMENDMENT TO PLACEMENT AGREEMENT
This SECOND AMENDMENT TO PLACEMENT AGREEMENT (the "First Amendment"), dated
as of December 18, 1996 by and between HANOVER DIRECT, INC., a corporation
organized and existing under the laws of the State of Delaware (the "Borrower"),
and NATIONSBANK, N.A., a national banking association and the successor to
NationsBank of North Carolina, N.A. (the "Placement Agent");
W I T N E S S E T H :
WHEREAS, the Borrower has previously issued and sold its interest bearing
flexible term notes in two separate series (the first series of such notes, as
amended as of the date hereof, being hereinafter referred to as the "Series A
Notes", the second series of such notes, as amended as of the date hereof, being
hereinafter referred to as the "Series B Notes", and the Series A Notes and the
Series B Notes being hereinafter collectively referred to as the "Notes") each
in the aggregate principal amount of $10,000,000, pursuant to the provisions of
a Series A Note Agreement dated as of November 9, 1994 between the Borrower and
Norwest Bank Minnesota, N.A., as Trustee and Paying Agent (the "Trustee") (as
amended by that certain First Supplemental Series A Note Agreement dated as of
December 29, 1995 and the Second Supplemental Series A Note Agreement dated as
of December 18, 1996 between the Borrower and the Trustee and as hereinafter
amended, the "Series A Note Agreement"), and the Series B Note Agreement dated
as of April 27, 1995 between the Borrower and the Trustee (as amended by that
certain First Supplemental Series B Note Agreement dated as of December 29, 1995
and the Second Supplemental Series B Note Agreement dated as of December 18,
1996 and as hereinafter amended, the "Series B Note Agreement", and together
with the Series A Note Agreement being hereinafter collectively referred to as
the "Note Agreements"), respectively; and
WHEREAS, the Borrower and the Placement Agent entered into the Placement
Agreement dated as of November 9, 1994 as amended by the First Amendment to
Placement Agreement dated December 29, 1995 (the "Placement Agreement") pursuant
to which the Borrower appointed the Placement Agent as its agent to perform
certain services in connection with the placement of the Notes upon initial
issuance thereof; and
WHEREAS, the Borrower has this day delivered to the Trustee a Substitute
Series A Letter of Credit in substitution for the Series A Letter of Credit
(each as defined in the Series A Note Agreement) and a Substitute Series B
Letter of Credit in substitution for the Series B Letter of Credit (each as
defined in the Series B Note Agreement) pursuant to the terms of the respective
Note Agreements; and
2
WHEREAS, in order to more fully evidence the substitution of letters of
credit referenced above, the Borrower and the Placement Agent desire to amend
the Placement Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. All capitalized terms used herein and not otherwise
herein defined shall have the meanings ascribed to them in the applicable Note
Agreement.
Section 2. Amendment to Second Recital of the Placement Agreement. The
Second Recital of the Placement Agreement set forth on page 1 thereof is hereby
deleted in its entirety and replaced with the following:
WHEREAS, the payment when due of the principal of, interest on and Purchase
Price (as defined in the applicable Note Agreement) of the Series A Notes will
be supported, to the extent provided therein, by the Series A Letter of Credit,
and the payment when due of the principal of, interest on and Purchase Price of
the Series B Notes will be supported, to the extent provided therein, by the
Series B Letter of Credit (the Series A Letter of Credit and the Series B Letter
of Credit are sometimes hereinafter collectively referred to as the "Letter of
Credit"), each issued in favor of the Trustee by Swiss Bank Corporation, New
York Branch (the "Bank") and each in an amount of not less than $9,638,541,
representing the principal amount of the applicable series of Notes plus 35 days
interest on such amount computed at the Maximum Rate (as defined in the
applicable Note Agreement) on the basis of actual number of days elapsed in a
year of 360 days, all pursuant to the Reimbursement Agreement dated as of
December 18, 1996 (the "Reimbursement Agreement"), by and among the Borrower and
certain subsidiaries of the Borrower, and the Bank, acknowledged and agreed to
by the Borrower and certain other subsidiaries of the Borrower, pursuant to
which, among other things, the Bank has executed the respective Applications
pursuant to which the Series A Letter of Credit and the Series B Letter of
Credit are issued by the Bank and delivered to the Trustee, and any and all
modifications, alterations, amendments and supplements thereto, and any similar
agreements between or among the Borrower and the issuer of a Substitute Series A
Letter of Credit or Substitute Series B Letter of Credit or the lender providing
credit support to such issuer;
Section 3. Amendment to Section 7 of the Placement Agreement. Subsection
(b) of Section 7 of the Placement Agreement is hereby amended by deleting the
reference to the "Lender" in the third line thereof and replacing it with a
reference to the "Bank".
Section 4. Amendment to Section 10 of the Placement Agreement. Section 10
of the Placement Agreement is hereby amended by deleting the reference to, and
the address of, the "L/C Issuer" and the "Lender" therein and replacing them
with the following:
3
If to the Bank: Swiss Bank Corporation,
New York Branch
222 Broadway,
New York, New York 10038
Attention:
Telephone No.:
Fax No.:
Section 5. Effect of Second Amendment. Except as modified hereby, all of
the terms and provisions of the Placement Agreement shall remain in full force
and effect.
Section 6. Governing Law. This Second Amendment and the Placement
Agreement, as amended hereby, shall be deemed to be contracts made under, and
for all purposes shall be construed in accordance with, the laws of the State of
North Carolina.
Section 7. Severability. If any provision of this Second Amendment shall be
determined to be unenforceable by a court of law, that shall not affect any
other provision of this Second Amendment.
Section 8. Counterparts. This Second Amendment may be executed in several
counterparts, each of which shall be an original and all of which, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the day and year first above written.
HANOVER DIRECT, INC.
By:________________________________
Name:______________________________
Title:_____________________________
NATIONSBANK, N.A.
By:________________________________
Name:______________________________
Title:_____________________________