EXHIBIT A-1
[Form of]
TERM NOTE
New York, New York
September 21, 1998
For value received, BRYLANE, L.P., a Delaware limited partnership (the
"Borrower"), promises to pay to the order of (the
"Lender"), for the account of its Applicable Lending Office, (i) on each
Quarterly Payment Date on which a payment of principal is due in respect of Term
Loans pursuant to the Credit Agreement referred to below, the unpaid principal
amount of Term Loans of the Lender due and payable to the Lender on such
Quarterly Payment Date, as provided in the Credit Agreement, and (ii) on the
Maturity Date, the aggregate unpaid principal amount of Term Loans of the
Lender. The Borrower also promises to pay interest on the unpaid principal
amount of each such Term Loan on the dates and at the rate or rates provided for
in the Credit Agreement. All such payments of principal and interest shall be
made in lawful money of the United States in Federal or other immediately
available funds at the office of Credit Lyonnais New York Branch, 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, XX 00000.
All Term Loans made by the Lender and all repayments of the principal
of any such Term Loans shall be recorded by the Lender and, prior to any
transfer hereof, appropriate notations to evidence the foregoing information
with respect to each such Term Loan then outstanding shall be endorsed by the
Lender on the schedule attached hereto, or on a continuation of such schedule
attached to and made a part hereof; provided that the failure of the Lender to
make any such recordation or endorsement shall not affect the obligations of the
Borrower hereunder or under any of the other Loan Documents.
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This note is one of the Notes referred to in the Credit Agreement
dated as of April 30, 1997, as amended and restated as of September 21, 1998,
among the Borrower, the Lenders listed on the signature pages thereof and Credit
Lyonnais New York Branch, as Administrative Agent (as the same may be amended
from time to time, the "Credit Agreement"). Terms defined in the Credit
Agreement are used herein with the same meanings. Reference is made to the
Credit Agreement for provisions for the mandatory and optional prepayment hereof
and the acceleration of the maturity hereof.
Notwithstanding any contrary provision of the Credit Agreement or any
other Loan Document, it is expressly agreed that the Agent, the Security Agent,
the Issuing Bank and each Lender shall look solely to the assets of the Borrower
(and of any Parent Guarantor (as defined in the Guarantee Agreement) Corporation
and any Subsidiary party to the Guarantee Agreement or any Security Document)
for the payment and performance of the obligations of the Borrower hereunder and
thereunder, without recourse against any partner in the Borrower or any assets
of such partner on account of such obligations.
XXXXXXX, X.X.,
by VGP CORPORATION, General
Partner,
by
______________________
Name:
Title:
by
______________________
Name:
Title:
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LOANS AND PAYMENTS OF PRINCIPAL
Class Amount Amount of Unpaid
of of Principal Principal Notations
Date Loan Loan Repaid Balance Made by
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