EXHIBIT 10.16
[Form of]
TRANCHE B TERM NOTE
New York, New York
December 9, 1996
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
Tranche B Term Loans pursuant to the Credit Agreement referred to below, the
unpaid principal amount of Tranche B 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 Tranche B Maturity Date, the aggregate unpaid principal amount
of Tranche B Term Loans of the Lender. The Borrower also promises to pay
interest on the unpaid principal amount of each such Tranche B 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 Xxxxxx
Guaranty Trust Company of New York, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.
All Tranche B Term Loans made by the Lender and all repayments of the
principal of any such Tranche B 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 Tranche B 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
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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.
1
This note is one of the Notes referred to in the Credit Agreement
dated as of December , 1996 among the Borrower, the Lenders listed on the
signature pages thereof, Xxxxxx Guaranty Trust Company of New York, as
Administrative Agent and Xxxxxxx Xxxxx Capital Corporation, as Documentation
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 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
______________________
Title:
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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