Exhibit 10.2
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
This Second Amendment to Second Amended and Restated Loan Agreement
dated as of September 4, 1998, by and between Citizens Bank of Massachusetts
(herein "BANK"), and DM Management Company, a Delaware corporation (herein
"BORROWER").
WITNESSETH:
WHEREAS, BANK and BORROWER are parties to that certain Loan
Agreement made as of June 5, 1997 by and between BANK and BORROWER, as the
same has been amended and restated in a certain Amended and Restated Loan
Agreement dated as of October 31, 1997, and in a certain Second Amended and
Restated Loan Agreement dated March 5, 1998, and as amended by a certain
First Amendment to Second Amended and Restated Loan Agreement dated as of
June 30, 1998 (as so restated and amended, the "Loan Agreement");
WHEREAS, BORROWER and the BANK wish to amend the Loan Agreement as
more particularly hereafter set forth. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Loan Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties hereby agree that the Loan Agreement is hereby
amended as follows:
1. Section 1.01 of the Loan Agreement is hereby amended by (a)
deleting the definition of CONTROL AGREEMENT appearing under said
Section; (b) deleting the term CONTROL AGREEMENT from the definition
of FINANCING AGREEMENTS appearing under said Section; and (c) deleting
the definition of INVESTMENT PROPERTY appearing in said Section and
replacing it by inserting a new definition of INVESTMENT PROPERTY in
said Section as follows:
"INVESTMENT PROPERTY" shall mean all of BORROWER'S securities,
securities entitlements and securities accounts, and all other
INVESTMENT PROPERTY within the meaning of such term under the
UCC; exclusive of the FLEET INVESTMENT PROPERTY.
2. Section 8.04 of the Loan Agreement is hereby deleted.
3. Section 9.08 of the Loan Agreement is hereby amended to delete
the phrase "and except for the FLEET INVESTMENT PROPERTY".
4. Section 10.01(d) is hereby deleted and the following inserted in
lieu thereof:
Monthly, within fifteen (l5) days of the end of each month, a
certificate signed by BORROWER'S President, Chief Financial
Officer, Vice President of Finance or Controller certifying that
the CREDIT BALANCE does not exceed the lesser of AVAILABILITY or
the REVOLVING CREDIT COMMITMENT AMOUNT.
This Amendment shall take effect as of the date first above written.
Except as hereby amended, the Loan Agreement is hereby ratified,
confirmed and republished.
BANK hereby confirms that it has released its security interest in
the FLEET INVESTMENT PROPERTY and that the Security Agreement dated June 5,
1997, as amended, and Exhibit A thereto shall be deemed to have been amended
accordingly.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the date first above written.
Witness: DM MANAGEMENT COMPANY
/s/ Xxxxx X. Xxxxxxx
------------------------------ By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx, Chief Financial Officer
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxx X. Xxxxx, SVP
-----------------------------------
Xxxx X. Xxxxx, Senior Vice President
