Exhibit 10.2
EXECUTION COPY
FIRST AMENDMENT
Dated as of March 23, 1999
This FIRST AMENDMENT among Barney's, Inc., a New York
corporation ("BARNEYS"), Barneys America, Inc., a Delaware corporation ("BAI"),
PFP Fashions Inc., a New York corporation ("PFP"), Barneys (CA) Lease Corp., a
Delaware corporation ("CA LEASE"), Barneys (NY) Lease Corp., a Delaware
corporation ("NY LEASE"), Xxxxx All-American Sportswear Corp., a New York
corporation ("XXXXX"), BNY Licensing Corp., a Delaware corporation ("BNY"), and
Barneys America (Chicago) Lease Corp., a Delaware corporation ("CHICAGO LEASE;"
and together with Barney's, BAI, PFP, CA Lease, NY Lease, Xxxxx and BNY
collectively the "BORROWERS"), the Lenders (as defined below) and the
Administrative Agent (as defined below), and amends the Credit Agreement dated
as of January 28, 1999 (as amended hereby and as the same may be further
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT") entered into among the Borrowers, the financial institutions from
time to time parties thereto (the "LENDERS"), the issuing banks from time to
time parties thereto (the "ISSUING BANKS"), General Electric Capital
Corporation, in its capacity as documentation agent and Citicorp USA, Inc., in
its capacity as agent for the Lenders and the Issuing Banks (the "ADMINISTRATIVE
AGENT"). Unless otherwise defined herein, the terms defined in the Credit
Agreement shall be used herein as therein defined.
PRELIMINARY STATEMENTS:
(1) The Borrowers have requested the Lenders to amend the
Credit Agreement to amend the Leverage Ratios of the Barney's Group for the
first three fiscal quarters of Fiscal Year 1999.
(2) The Borrowers and the Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.
SECTION 1. AMENDMENT TO CREDIT AGREEMENT. Section 10.02 of the
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, hereby
amended by deleting in its entirety the entries for the first, second and third
fiscal quarter of Fiscal Year 1999 therein and replacing such entries in their
entirety with the following:
"First fiscal quarter of Fiscal Year 1999 8.5
Second fiscal quarter of Fiscal Year 1999 8.1
Third fiscal quarter of Fiscal Year 1999 7.5".
SECTION 2. CONDITIONS PRECEDENT TO EFFECTIVENESS. This First
Amendment shall become effective as of the date hereof on the date (the
"Amendment Effective Date") when the following conditions precedent have been
satisfied:
(a) CERTAIN DOCUMENTS. The Administrative Agent shall have
received all of the following:
(i) this First Amendment executed by the Borrowers and
the Requisite Lenders; and
(ii) an Acknowledgment substantially in the form of
EXHIBIT A attached hereto executed by Barneys New York, Inc.
("Holdings").
(b) REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties made by the Borrowers or Holdings in
or pursuant to the Credit Agreement, as amended by this First
Amendment, and the other Loan Documents to which the Borrowers or
Holdings is a party or by which the Borrowers or Holdings is bound,
shall be true, correct and complete in all material respects on and
as of the Amendment Effective Date (other than representations and
warranties in any such Loan Document which expressly speak as of a
different date).
(c) NO EVENTS OF DEFAULT. No Event of Default or Default
shall have occurred and be continuing on the Amendment Effective
Date.
SECTION 3. REPRESENTATIONS AND WARRANTIES. Each Borrower
represents and warrants as follows:
(a) After giving effect to this First Amendment, all of the
representations and warranties contained in Section 6.01 of the
Credit Agreement and in the other Loan Documents shall be true,
correct and complete in all material respects.
(b) After giving effect to this First Amendment, no Default
or Event of Default shall have occurred and be continuing.
(c) As of the date hereof, no material adverse change shall
have occurred in the condition (financial or otherwise),
performance, properties, operations or prospects of the Barneys
Group since August 1, 1998 except as publicly disclosed prior to the
date hereof.
SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(a) Upon the effectiveness of this First Amendment, on and
after the date hereof each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the
other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement
as amended hereby.
(b) Except as specifically amended above, the Credit
Agreement and all other Loan Documents, are and shall continue to be
in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the
Loan
Documents and all of the Collateral described therein do and shall
continue to secure the payment of all obligations of the Borrowers
under the Credit Agreement, the Notes and the other Loan Documents,
in each case as amended hereby.
(c) The execution, delivery and effectiveness of this First
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 any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
SECTION 5 EXECUTION IN COUNTERPARTS. This First Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
SECTION 6 GOVERNING LAW. This First Amendment shall be
governed by, and construed in accordance with, the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed as of the date first above written.
BARNEY'S, INC.
BARNEYS AMERICA, INC.
PFP FASHIONS INC.
BARNEYS (CA) LEASE CORP.
BARNEYS (NY) LEASE CORP.
XXXXX ALL-AMERICAN SPORTSWEAR CORP.
BNY LICENSING CORP.
BARNEYS AMERICA (CHICAGO) LEASE CORP.
By: /s/ Xxxxxx Xxxxxxx
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Title: Corporate Financial Officer
CITICORP USA, INC., as Administrative Agent and
Lender
By: /s/ Xxxxxx X. Xxxxxx
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Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By: /s/ Xxxxxxx Xxxxxx
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Title: Authorized Signatory
BNY FINANCIAL CORPORATION, as Lender
By: /s/ Xxx Xxxxxxx
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Title: Senior Vice President
NATIONAL CITY COMMERCIAL
FINANCE, INC., as Lender
By: /s/ Xxxxx Xxxxxx
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Title: Assistant Vice President
