Exhibit 4.2(d)
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AMENDMENT AND RESTATEMENT AGREEMENT
(this "Amendment and Restatement") dated as of
April 20, 1999, relating to the Credit Agreement
dated as of October 17, 1997 (as previously
amended, the "Credit Agreement"), among J. CREW
OPERATING CORP., a Delaware corporation, as
Borrower, J. CREW GROUP, INC., the Lenders party
thereto, THE CHASE MANHATTAN BANK, as
Administrative Agent, and XXXXXXXXX, XXXXXX &
XXXXXXXX SECURITIES CORPORATION, as Syndication
Agent.
A. The Borrower (such term and each other capitalized terms used but
not defined herein having the meanings assigned to such terms in the Credit
Agreement) has requested that the Lenders approve amendments to certain
provisions of the Credit Agreement and a restatement of the Credit agreement to
incorporate such amendments.
B. The undersigned Lenders are willing, on the terms and subject to
the conditions set forth herein, to approve such amendments and such
restatement.
In consideration of these premises, the Borrower and the undersigned
Lenders hereby agree as follows:
SECTION 1. Amendment and Restatement. Upon the effectiveness of this
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Amendment and Restatement as provided in Section 3 below, the Credit Agreement
shall be amended and restated in the form resulting from the following
revisions:
(a) The definition of "Applicable Rate" in Section 1.01 of the Credit
Agreement is hereby amended by (i) deleting the first proviso thereto and
replacing such proviso with:
"; provided that from the Amendment and Restatement of this Credit
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Agreement as of April 20, 1999 until the delivery of the Borrower's
financial statements pursuant to Section 5.01 for the second full fiscal
quarter commencing in calendar year 1999, the "Applicable Rate" shall be
the applicable rate per annum set forth below in Category 2:"; and
(ii) deleting the table therein in its entirety and replacing it with
the following:
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Leverage Ratio: ABR Eurodollar Acceptance
--------------- --- ---------- ----------
Spread Spread Spread
------ ------ ------
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Category 1 1.75% 2.75% 2.75%
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Greater than 5.00 to 1.00
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Category 2 1.50% 2.50% 2.50%
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greater than 4.50 to 1.00 and less than or
equal to 5.00 to 1.00
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Category 3 1.25% 2.25% 2.25%
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greater than 4.00 to 1.00 and less than or
equal to 4.50 to 1.00
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Category 4 1.00% 2.00% 2.00%
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greater than 3.50 to 1.00 and less than or
equal to 4.00 to 1.00
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Category 5 0.75% 1.75% 1.75%
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greater than 3.00 to 1.00 and less than or
equal to 3.50 to 1.00
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Category 6 0.50% 1.50% 1.50%
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less than or equal to 3.00 to 1.00
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(b) Section 2.11(e) of the Credit Agreement is hereby amended by
deleting the table therein in its entirety and replacing it with the following:
Fiscal Year Revolving Exposure
----------- as Reduced
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1999 $30,000,000
2000 $20,000,000
2001 $15,000,000
2002 and thereafter $ 0
(c) Section 6.12 of the Credit Agreement is hereby amended by
deleting the table therein in its entirety and replacing it with:
Fiscal Year Amounts
Ending -------
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January 30, 1999 $43,000,000
January 29, 2000 $40,000,000
February 3, 2001 $45,000,000
February 2, 2002 $50,000,000
February 1, 2003 $55,000,000
and thereafter
(d) Section 6.13 of the Credit Agreement is hereby amended by
deleting the table therein in its entirety and replacing it with:
Quarter Ending Ratio
During the Period -----
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May 1, 1999 through 5.75 to 1.00
October 30, 1999
October 31, 1999 5.25 to 1.00
through April 29,2000
April 30, 2000 through 4.75 to 1.00
May 5, 2001
May 6, 2001 through 4.25 to 1.00
November 3, 2001
November 4, 2001 and 4.00 to 1.00
thereafter
(e) Section 6.14 of the Credit Agreement is hereby amended by
deleting the table therein in its entirety and replacing it with:
Four-Quarter Ratio
Period Ending -----
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January 31, 1999 through 1.25 to 1.00
October 30, 1999
October 31, 1999 through 1.30 to 1.00
April 29, 2000
April 30, 2000 through 1.35 to 1.00
May 5, 2001
May 6, 2001 through 1.40 to 1.00
February 1, 2003
February 2, 2003 1.50 to 1.00
And thereafter
(f) Section 6.15 of the Credit Agreement is hereby deleted in its
entirety and replaced with "INTENTIONALLY OMITTED".
(g) Section 6.16 of the Credit Agreement is hereby amended by
deleting "1.75 to 1.00." and replacing such phrase with the following: "1.50 to
1.00 or, for any fiscal month ending during the third fiscal quarter in any
fiscal year, 1.35 to 1.00".
SECTION 2. Representations and Warranties. The Borrower represents
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and warrants to each of the Lenders that, after giving effect to the amendments
and restatement contemplated hereby, (a) the representations and warranties of
each Loan Party set forth in the Loan Documents are true and correct in all
material respects on and as of the date of this Amendment, except to the extent
such representations and warranties expressly relate to an earlier date (in
which case such representations and warranties were true and correct in all
material respects as of the earlier date) and (b) no Default has occurred and is
continuing.
SECTION 3. Effectiveness. This Amendment and Restatement shall
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become effective (as of the date first written above) on the date (the
"Amendment Effective Date") when (a) the Administrative Agent (or its counsel)
shall have received copies hereof that, when taken together, bear the signatures
of the
Borrower, Holdings and the Required Lenders and (b) the Administrative Agent
shall have received payment of the fees payable under Section 4 below (to the
extent due on the Amendment Effective Date) and any out-of-pocket expenses of
the Administrative Agent payable by the Borrower that have been invoiced before
the Amendment Effective Date. This Amendment and Restatement shall terminate on
April 22, 1999, unless all conditions set forth in this section shall have been
satisfied at or before 5 p.m., New York City time, on that date.
SECTION 4. Amendment and Restatement Fee. The Borrower agrees to pay
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to each Lender that executes and delivers a copy of this Amendment and
Restatement to the Administrative Agent (or its counsel) on or prior to April
20, 1999, an amendment and restatement fee in an amount equal to 0.125% of the
sum of such Lender's Revolving Commitment (whether used or unused) and
outstanding Term Loans, in each case as of the Amendment Effective Date;
provided that the Borrower shall have no liability for any such amendment and
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restatement fee if this Amendment and Restatement does not become effective.
Such amendment and restatement fee shall be payable (i) on the Amendment
Effective Date, to each Lender entitled to receive such fee as of the Amendment
Effective Date and (ii) in the case of any Lender that becomes entitled to such
fee after the Amendment Effective Date, within two Business Days after such
Lender becomes entitled to such fee.
SECTION 5. Applicable Law. This Amendment and Restatement shall be
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construed in accordance with and governed by the law of the State of New York.
SECTION 6. No Other Amendments. Except as expressly set forth
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herein, this Amendment and Restatement shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of any party under the Credit Agreement, nor alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.
SECTION 7. Counterparts. This Amendment and Restatement may be
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executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
contract. Delivery of an executed counterpart of a signature page of this
Amendment and Restatement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Amendment and Restatement.
SECTION 8. Headings. Section headings used herein are for
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convenience of reference only, are not part of this Amendment and Restatement
and are not to affect the construction of, or to be taken into consideration in
interpreting, this Amendment and Restatement.
SECTION 9. Expenses. The Borrower shall reimburse the Administrative
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Agent for its reasonable out-of-pocket expenses incurred in connection with this
Amendment and Restatement, including the reasonable fees and expenses of
Cravath, Swaine & Xxxxx, counsel for the Administrative Agent.
IN WITNESS WHEREOF, Holdings, the Borrower and the undersigned Lenders
have caused this Amendment and Restatement to be duly executed by their duly
authorized officers as of the date first above written.
J. CREW GROUP, INC.,
by
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Name:
Title:
J. CREW OPERATING CORP.,
by
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Name:
Title:
