EXHIBIT A-2
[Form of]
REVOLVING 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") on
the last day of the Revolving Loan Availability Period, for the account of its
Applicable Lending Office, the unpaid principal amount of all Revolving Loans
made by the Lender to the Borrower pursuant to the Credit Agreement referred to
below. The Borrower also promises to pay interest on the unpaid principal
amount of such Revolving Loans 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 Revolving Loans made by the Lender, and all repayments of the
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, appropriate notations to evidence the foregoing information with respect
to each such Revolving 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.
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 Bank shall look solely to the assets of the Borrower
(and of any Parent Guarantor (as defined in the Guarantee Agreement) 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:
LOANS AND PAYMENTS OF PRINCIPAL
Xxxxxx Xxxxxx of Unpaid
Of Principal Principal Notations
Date Loan Repaid Balance Made by
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