EXHIBIT G
ISSUING BANK AGREEMENT dated as of [ ], among
BRYLANE, L.P., a Delaware limited partnership (the "Borrower"), [ ] (the
"New Issuing Bank"), and CREDIT LYONNAIS NEW YORK BRANCH, as administrative
agent (the "Administrative Agent") for the lenders (the "Lenders") party to the
Amended and Restated Credit Agreement dated as of April 30, 1997, as amended and
restated as of September 21, 1998 (as amended or modified, the "Credit
Agreement"), among the Borrower, the Lenders and the Administrative Agent.
The New Issuing Bank is a Lender party to the Credit Agreement.
Capitalized terms used herein and not otherwise defined herein are used as
defined in the Credit Agreement. The Borrower desires to appoint the New
Issuing Bank as an "Issuing Bank" under the Credit Agreement, and the New
Issuing Bank desires to accept such appointment.
Accordingly, it is hereby agreed that, subject to the consent of the
Administrative Agent, the New Issuing Bank shall be an "Issuing Bank" under the
Credit Agreement, with all the rights, powers and obligations of an Issuing Bank
thereunder.
By its execution hereof, the Administrative Agent hereby consents to
the appointment of the New Issuing Bank as an "Issuing Bank" under the Credit
Agreement. The Borrower shall pay to the New Issuing Bank, for its own account,
a fee at the rate of __% per annum on the amount available to be drawn on each
outstanding Letter of Credit issued by the New Issuing Bank.
This Agreement shall constitute a part of the Credit Agreement.
Without limiting the generality of the foregoing, Sections 9.09 and 9.10 of the
Credit Agreement shall apply to this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
BRYLANE, L.P.,
by VGP CORPORATION, General Partner,
by________________________
Name:
Title:
PAGE
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[NEW ISSUING BANK],
by________________________
Name:
Title:
[Address for notices]
CREDIT LYONNAIS NEW YORK BRANCH, as
Administrative Agent,
by________________________
Name:
Title:
