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EXHIBIT 10.19
AMENDMENT NO. 4 TO
AMENDED AND RESTATED LINE OF CREDIT AGREEMENT
This Amendment No. 4 (the "Amendment") dated as of January 30, 1998,
is among Bank of America National Trust and Savings Association (the "Bank"),
The Gymboree Corporation ("TGC"), Gymboree Manufacturing, Inc. ("GMI"),
Gymboree, Inc. ("GI"), Gymboree Industries Limited ("GIL"), Gymboree U.K., Ltd.
("GUKL"), and Gymboree U.K. Leasing Limited ("GUKLL"). (TGC, GMI, GI, GIL,
GUKL, and GUKLL are hereinafter referred to collectively as the "Borrowers" and
individually as a "Borrower").
RECITALS
A. The Bank, TGC, and GMI entered into a certain Amended and
Restated Line of Credit Agreement dated as of October 27, 1995, as previously
amended (the "Agreement"). GI and GIL were added as Borrowers pursuant to
Amendment No. 1 to Amended and Restated Line of Credit Agreement dated as of
July 17, 1997. Pursuant to Amendment No. 2 to Amended and Restated Line of
Credit Agreement dated as of August 11, 1997 ("Amendment No. 2"), GUKL was added
as a Borrower for the limited purpose of making available to GUKL the new
foreign exchange facility added to the Agreement by Amendment No. 2. Pursuant to
Amendment No. 3 to Amended and Restated Line of Credit Agreement and Waiver
dated as of January 9, 1998 ("Amendment No. 3 and Waiver"), GUKLL was added as a
Borrower for the limited purpose of making standby letters of credit available
to GUKLL. Standby letters of credit were also made available to GUKL pursuant to
Amendment No. 3 and Waiver.
B. The Bank and the Borrowers now desire to amend the Agreement in
order to amend TGC's liquidity covenant for and only for TGC's fiscal year
ending as of January 31, 1998.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
2.1 The first sentence of Paragraph 7.4 is amended to read in
its entirety as follows:
To maintain unencumbered liquid assets equal to at least Fifteen
Million Dollars ($15,000,000) as of the end of the first, second, and
third fiscal quarter of each fiscal year, Twenty Million Dollars
($20,000,000) as of the end of the fiscal year ending January 31,
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1998, and Thirty-Five Million Dollars ($35,000,000) as of the end of
each fiscal year thereafter.
3. Representations and Warranties. When the Borrowers sign this
Amendment, the Borrowers represent and warrant to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement, except those events, if any, that have been disclosed in
writing to the Bank or waived in writing by the Bank, (b) the representations
and warranties in the Agreement are true as of the date of this Amendment as if
made on the date of this Amendment, (c) this Amendment is within each
Borrower's powers, has been duly authorized, and does not conflict with any
Borrower's organizational papers, (d) this Amendment does not conflict with
any law, agreement, or obligation by which any Borrower is bound, and (e) the
Borrowers are entering into this Amendment on the basis of their own
investigation and for their own reasons, without reliance upon the Bank or any
other entity or individual.
4. Effect of Amendment. Except as provided in this Amendment, all
of the terms and conditions of the Agreement shall remain in full force and
effect.
This Amendment is executed as of the date stated at the beginning of
this Amendment.
Bank of America National Trust
and Savings Association
By
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Title
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By
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Title
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The Gymboree Corporation
By /s/ XXXX XXXXX
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Title CEO
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By /s/ XXXXXX X. XXXXXX
---------------------------------
Xxxxxx X. Xxxxxx
Title VP, Treasurer
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Gymboree Manufacturing, Inc.
By /s/ XXXX XXXXX
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Title CEO
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By /s/ XXXXXX X. XXXXXX
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Title Vice President, Treasurer
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Gymboree, Inc.
By /s/ XXXX XXXXX
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Title CEO
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By /s/ XXXXXX X. XXXXXX
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Title Vice President, Treasurer
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Gymboree Industries Limited
By /s/ XXXX XXXXX
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Title CEO
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By /s/ XXXXXX X. XXXXXX
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Title Vice President, Treasurer
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Gymboree U.K., Ltd.
By /s/ XXXX XXXXX
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Title CEO
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By /s/ XXXXXX X. XXXXXX
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Title Vice President, Treasurer
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Gymboree U.K. Leasing Limited
By /s/ XXXX XXXXX
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Title CEO
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By /s/ XXXXXX X. XXXXXX
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Title Vice President, Treasurer
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