EXHIBIT 10.34
EXECUTION COPY
FOURTH AMENDMENT
Dated as of March 17, 2000
This FOURTH AMENDMENT is 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"), Barneys New York, Inc. ("Holdings"), the Lenders (as defined
below) and the Administrative Agent (as defined below). This Fourth Amendment
amends the Credit Agreement dated as of January 28, 1999 (as the same may be
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"), and Citicorp USA, Inc., in its
capacity as agent for the Lenders and the Issuing Banks (the "Administrative
Agent") and General Electric Capital Corporation, in its capacity as
documentation agent. Unless otherwise defined herein, the terms defined in the
Credit Agreement shall be used herein as therein defined.
PRELIMINARY STATEMENTS:
(1) The Borrowers and the Requisite Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. 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 as follows:
(a) The definition of "Consolidated EBITDA" in Section 1.01 of the
Credit Agreement is hereby amended by deleting in its entirety such definition
and substituting therefor the following:
"'Consolidated EBITDA' means, for any twelve-month period on a
consolidated basis for any Person and its Subsidiaries, (i) the sum of
(A) Consolidated Net Income, (B) depreciation and amortization expense,
(C) Consolidated Interest Expense, (D) federal, state, local and
foreign income taxes, (E) other non-cash charges and (F) up to
$3,000,000 in the aggregate of any cash equity contributed to the
Borrowers during Fiscal Years 2000 and 2001 to the extent not used for
Capital Expenditures pursuant to clause (i) of the first proviso in
Section 10.04, minus (ii) extraordinary gains not already excluded from
the determination of Consolidated Net Income."
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(b) Section 10.02 of the Credit Agreement is hereby amended by
deleting in its entirety such Section and substituting therefor the following:
"10.02. Maximum Leverage Ratio. The Leverage Ratio of the Barneys
Group on a consolidated basis, as determined as of the last day of
each fiscal quarter set forth below for the twelve month period
ending on such day, shall not be greater than the ratio set forth
opposite such fiscal quarter:
Fiscal Quarter Ending Ratio
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First fiscal quarter of Fiscal Year 1999 7.00
Second fiscal quarter of Fiscal Year 1999 7.00
Third fiscal quarter of Fiscal Year 1999 7.00
Fourth fiscal quarter of Fiscal Year 1999 7.00
First fiscal quarter of Fiscal Year 2000 5.25
Second fiscal quarter of Fiscal Year 2000 5.25
Third fiscal quarter of Fiscal Year 2000 5.25
Fourth fiscal quarter of Fiscal Year 2000 4.50
First fiscal quarter of Fiscal Year 2001 3.50
Second fiscal quarter of Fiscal Year 2001 3.50
Third fiscal quarter of Fiscal Year 2001 3.50
Fourth fiscal quarter of Fiscal Year 2001 3.50
First fiscal quarter of Fiscal Year 2002 3.00
Second fiscal quarter of Fiscal Year 2002 3.00
Third fiscal quarter of Fiscal Year 2002 3.00
Fourth fiscal quarter of Fiscal Year 2002 3.00"
SECTION 2. Conditions Precedent to Effectiveness. This Fourth
Amendment shall become effective as of the date hereof on the date (the
"Amendment Effective Date") when the Administrative Agent shall have received
this Fourth Amendment executed by the Borrowers, Holdings and the Requisite
Lenders.
SECTION 3. Representations and Warranties. Each Borrower represents
and warrants as follows:
(a) After giving effect to this Fourth 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 Fourth 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.
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SECTION 4. Reference to and Effect on the Loan Documents. (a) Upon
the effectiveness of this Fourth 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 Fourth
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 Fourth 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 Fourth Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
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: Senior Vice President and
Chief Financial Officer
BARNEYS NEW YORK, INC.
By: /s/ Xxxxxx Xxxxxxx
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Title: Senior Vice President and
Chief Financial Officer
CITICORP USA, INC., as Administrative Agent and
Lender
By: /s/ Xxxxxx Xxxxxx
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Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Title: Senior Vice President
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GMAC COMMERCIAL CREDIT LLC, as Lender
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Title: Senior Vice President
NATIONAL CITY COMMERCIAL
FINANCE, INC., as Lender
By: /s/ Xxxxxxxxx Xxxxxx
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Title: Assistant Vice President
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