Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
AND CERTAIN COLLATERAL DOCUMENTS
This FIRST AMENDMENT TO CREDIT AGREEMENT AND CERTAIN COLLATERAL DOCUMENTS (this “Agreement”) dated as of August 19, 2019 is by and among Urban Outfitters, Inc. (the “Company”), URBN Canada Retail, Inc. and certain of their respective subsidiaries (collectively, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).
PRELIMINARY STATEMENTS
The Borrowers party thereto, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
The Company has requested that the Required Lenders amend certain provisions of the Credit Agreement, the U.S. Security Agreement and the Canadian Security Agreements.
The Required Lenders are willing to provide such amendments in accordance with, and subject to, the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Defined Terms. Except as otherwise provided herein, all capitalized undefined terms used in this Agreement (including, without limitation, in the introductory paragraph and the preliminary statements hereto) shall have the meanings assigned thereto in the Credit Agreement.
2.Amendments to Credit Agreement. The Credit Agreement is hereby amended by amending and restating Section 6.02(p) in its entirety to read as follows:
(p) Liens in respect of cash collateralization of letters of credit; provided that (i) such cash collateral shall not exceed $10,000,000, (ii) such letters of credit are issued in support of a Foreign Subsidiary (other than a Canadian Subsidiary) that is not a Loan Party and (iii) no Loan Party, Domestic Subsidiary or Canadian Subsidiary provides any guaranty, collateral or other credit support (other than such cash collateral) in respect of such letters of credit;
3.Amendments to Certain Collateral Documents. The U.S. Security Agreement and the Canadian Security Agreements are hereby amended by adding a new clause (e) to read as follows and making the necessary grammatical changes thereto:
(e) any Deposit Accounts used exclusively for cash collateralization of letters of credit permitted by Section 6.02(p) of the Credit Agreement
4.Condition to Effectiveness. This Agreement shall become effective as of the date first written above (the “Agreement Effective Date”) upon satisfaction of each of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):
(a)Agreement. The Administrative Agent shall have received a copy of this Agreement duly executed by each of the Loan Parties, the Required Lenders and the Administrative Agent.
(b)Fees and Expenses. The Administrative Agent shall have received all fees and expenses due and payable pursuant to the terms of the Credit Agreement (including the fees and expenses of counsel to the Administrative Agent).
(c)Miscellaneous. The Administrative Agent shall have received any other documents or instruments reasonably requested by the Administrative Agent in connection with the execution of this Agreement
5.Effect of this Agreement. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed (a) to be a waiver of, or consent to, a modification of or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Company, any other Loan Party or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Administrative Agent or the Lenders, or any of them, under or with respect to any such documents or (d) to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among any Loan Party, on the one hand, and the Administrative Agent or any Lender, on the other hand. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
6.Representations and Warranties/No Default. By their execution hereof, each Loan Party hereby represents and warrants as follows:
(a)Such Loan Party has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.
(b)This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.
(c)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Agreement and each other document executed in connection herewith.
(d)Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) with the same effect as though made on
and as of the date hereof (it being understood and agreed that any such representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) only as of such specified date).
(e)no Default or Event of Default has occurred or is continuing or would result after giving effect to this Agreement.
7.Reaffirmations. Each Loan Party (a) agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, the Credit Agreement and each other Loan Document to which it is a party, (b) confirms, ratifies and reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, and (c) agrees that the Credit Agreement and each other Loan Document to which it is a party remain in full force and effect and are hereby ratified and confirmed.
(a)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Without limiting the general applicability of the foregoing and the terms of the other Loan Documents to this Agreement and the parties hereto, the terms of Sections 9.09 and 9.10 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.
(b)Loan Document. This Agreement shall constitute a “Loan Document” under and as defined in the Credit Agreement.
(c)Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement
(d)Severability. If any provision of any of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
(e)Entirety. This Agreement and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
U.S. BORROWERS:
URBAN OUTFITTERS, INC.
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
ANTHROPOLOGIE, INC.
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
URBAN OUTFITTERS WHOLESALE, INC.
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
URBAN OUTFITTERS WEST LLC
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
FREE PEOPLE OF PA LLC
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
URBN PUERTO RICO RETAIL LLC
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
[Signature Page to First Amendment to Credit Agreement]
CANADIAN BORROWER:
URBN CANADA RETAIL, INC.
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
[Signature Page to First Amendment to Credit Agreement]
OTHER LOAN PARTIES:
U. O. REAL ESTATE HOLDING I LLC
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
U. O. REAL ESTATE HOLDING II LLC
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
U. O. REAL ESTATE LLC
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
UO FENWICK, INC.
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
URBN PR HOLDING, INC.
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
URBN HOLDING LLC
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
UO US LLC
By: /s/ XXXXX XXXXXXXX
Name: XXXXX XXXXXXXX
Title: CHIEF FINANCIAL OFFICER
[Signature Page to First Amendment to Credit Agreement]
JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent
By: /s/ Xxxxx XxXxxxx
Name: Xxxxx XxXxxxx
Title: Authorized Officer
[Signature Page to First Amendment to Credit Agreement]
JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, individually as a Lender
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Officer
[Signature Page to First Amendment to Credit Agreement]
XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Director
[Signature Page to First Amendment to Credit Agreement]
XXXXX FARGO BANK NA, LONDON BRANCH, individually as a Lender
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
[Signature Page to First Amendment to Credit Agreement]
XXXXX FARGO Capital Finance Corporation Canada, individually as a Lender
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President, Portfolio Manager
[Signature Page to First Amendment to Credit Agreement]
BANK OF AMERICA, N.A., individually as a Lender
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
[Signature Page to First Amendment to Credit Agreement]
BANK OF AMERICA, N.A. (acting through its Canada branch), individually as a Lender
By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
[Signature Page to First Amendment to Credit Agreement]
HSBC BANK USA, NATIONAL ASSOCIATION, individually as a Lender
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
[Signature Page to First Amendment to Credit Agreement]
