1
Exhibit 8
---------
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and General Electric Capital Life Assurance
Company of New York.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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2
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
GENERAL ELECTRIC CAPITAL LIFE
ASSURANCE COMPANY OF NEW
YORK
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
91
4
EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and Allstate Life Insurance Company.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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5
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ALLSTATE LIFE INSURANCE
COMPANY
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
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EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and Allstate Insurance Company.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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8
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ALLSTATE INSURANCE COMPANY
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
97
10
EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and Xxxxxx Guaranty Trust Company of New York, as
Trustee for a Commingled Pension Trust Fund.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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11
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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12
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Trustee for a Commingled
Pension Trust Fund
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
100
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EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and X. X. Xxxxxx Investment Management Inc., as
Investment Manager for Various Institutional Investors.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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14
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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15
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
X.X. XXXXXX INVESTMENT
MANAGEMENT INC., as Investment
Manager for Various Institutional
Investors
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
103
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EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and The Lincoln National Life Insurance Company.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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17
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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18
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment Management, Inc.,
Its Attorney-in-Fact
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
106
19
EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and Lincoln National Life Insurance Company.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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20
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment Management, Inc.,
Its Attorney-in-Fact
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
109
22
EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and Lincoln Life & Annuity Company of New York.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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23
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LINCOLN LIFE & ANNUITY COMPANY
OF NEW YORK
By: Lincoln Investment Management, Inc.,
Its Attorney-in-Fact
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
112
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EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and Lincoln National Health & Casualty Insurance
Company.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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26
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LINCOLN NATIONAL HEALTH
CASUALTY INSURANCE COMPANY
By: Lincoln Investment Management, Inc.,
Its Attorney-in-Fact
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
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EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and The Penn Mutual Life Insurance Company.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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29
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE PENN MUTUAL LIFE INSURANCE
COMPANY
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
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EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and Anchor National Life Insurance Company.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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32
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ANCHOR NATIONAL LIFE INSURANCE
COMPANY
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
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EXECUTION COPY
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT dated as of May 5, 1998 to the Note Purchase Agreement dated
as of May 5, 1996 (as may be amended from time to time, the "AGREEMENT") among
X. X. Fashions Holdings Corp. and SunAmerica Life Insurance Company.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after this Amendment becomes effective, refer to the Agreement
as amended hereby.
SECTION 2. Amendments. (a) Schedule B of the Agreement is amended by
the addition of the following new defined term in appropriate alphabetical
order:
"HEDGING ARRANGEMENT" means the hedging transaction entered
into by the Company in accordance with Section 4.13 of this Agreement.
(b) The definition of "Consolidated Net Worth" in Schedule B is amended
by the addition of the following:
"Notwithstanding the foregoing, Consolidated Net Worth shall be
calculated to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
(c) The definition of "Consolidated EBITDA" in Schedule B is amended by
the addition of the following:
"Notwithstanding the foregoing, Consolidated EBITDA shall be calculated
to eliminate any unrealized gains and losses arising from the Hedging
Arrangement."
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
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SECTION 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date hereof when the special counsel to the Purchasers shall have received
from each of the Company and the Required Holders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the special counsel to the Purchasers) that such party has signed a counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SUNAMERICA LIFE INSURANCE
COMPANY
By:________________________
Name:
Title:
X. X. FASHIONS HOLDINGS CORP.
By:_______________________
Name:
Title:
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