Exhibit 4.2(e)
AMENDMENT (this "Amendment") dated as of April 17, 2002,
relating to the Credit Agreement dated as of October 17, 1997
(as previously amended, the "Credit Agreement"), among J. CREW
OPERATING CORP., a Delaware corporation, as Borrower, J. CREW
GROUP, INC., the Lenders party thereto, JPMORGAN CHASE BANK,
successor to The Chase Manhattan Bank, as Administrative
Agent, and ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ SECURITIES
CORPORATION, as Syndication Agent.
A. The Borrower (such term and each other capitalized term used
but not defined herein having the meanings assigned to such terms in the Credit
Agreement) has requested that the Lenders approve amendments to certain
provisions of the Credit Agreement.
B. The undersigned Lenders are willing, on the terms and subject
to the conditions set forth herein, to approve such amendments.
In consideration of these premises, the Borrower and the
undersigned Lenders hereby agree as follows:
SECTION 1. Amendments. Upon the effectiveness of this Amendment
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as provided in Section 4 below, the Credit Agreement shall be amended as set
forth below:
(a) The definition of the term "Applicable Rate" set forth in
Section 1.01 of the Credit Agreement is hereby amended by deleting the table
therein in its entirety and replacing it with the following:
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ABR Eurodollar Acceptance
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Leverage Ratio: Spread Spread Spread
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Category 1
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greater than 5.00 to 1.00 2.75% 3.75% 3.75%
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Category 2
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greater than 4.50 to 1.00 and less
than or equal to 5.00 to 1.00 2.50% 3.50% 3.50%
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Category 3
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greater than 4.00 to 1.00 and less
than or equal to 4.50 to 1.00 2.25% 3.25% 3.25%
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Category 4
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greater than 3.50 to 1.00 and less
than or equal to 4.00 to 1.00 2.00% 3.00% 3.00%
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Category 5
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greater than 3.00 to 1.00 and less
than or equal to 3.50 to 1.00 1.75% 2.75% 2.75%
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Category 6
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less than or equal to 3.00 to 1.00 1.50% 2.50% 2.50%
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(b) The definition of the term "Excluded Charges" set forth in Section
1.01 of the Credit Agreement is hereby amended by deleting such definition in
its entirety and substituting in lieu thereof the following:
"Excluded Charges" means (a) non-recurring charges taken during the
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fiscal year ending January 30, 1998, or the fiscal year ended January 30,
1999, not exceeding $11,000,000 in the aggregate for severance payments,
professional advisory fees, management bonuses for 1997, one-time
compensation payments made to newly hired executives in 1998 and one-time
payments in respect of the employment arrangements of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇▇ and (b) non-recurring charges taken during the fiscal year ending
February 1, 2003, not exceeding $5,000,000 in the aggregate for one-time
payments to salaried employees of the Borrower and its Subsidiaries.
(c) Section 1.01 of the Credit Agreement is hereby amended by adding
the following defined term in proper alphabetical order:
"Amendment Effective Date" means the date the Amendment to this
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Agreement dated as of April 17, 2002, shall become effective in accordance
with its terms.
(d) Section 2.11 of the Credit Agreement is hereby amended by deleting
paragraph (e) thereof in its entirety and substituting in lieu thereof the
following:
(e) The Borrower shall repay or prepay Revolving Borrowings and shall
refrain from making additional Revolving Borrowings to the extent necessary
in order that there shall be a period of at least 30 consecutive days
during the period from December 1, 2002 through January 31, 2003 during
which the Revolving Exposure (other than the aggregate undrawn amount of
all outstanding Letters of Credit) shall be zero.
(e) Section 5.01 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (g) thereof, (ii)
deleting the period at the end of clause (h) thereof and substituting in lieu
thereof the following "; and" and (iii) adding at the end thereof the following:
(i) not later than the end of each fiscal quarter, a forecast of
projected cash receipts and cash disbursements for the succeeding fiscal
quarter.
(f) Section 6.01 of the Credit Agreement is hereby amended by deleting
the reference to "Section 6.07(a)" appearing at the end of paragraph (c) thereof
and substituting in lieu thereof the following: "Section 6.07(a)(iv); provided
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that this paragraph (c) shall not preclude any Restricted Payment permitted by
Section 6.07(a)".
(g) Section 6.04 of the Credit Agreement is hereby amended by deleting
the reference to "Section 6.01" appearing in paragraph (e) thereof and
substituting in lieu thereof the following: "paragraph (a) of Section 6.01".
(h) Section 6.07 of the Credit Agreement is hereby amended by deleting
the word "interest" in the first instance it appears in clause (v) of paragraph
(a) thereof and substituting in lieu thereof the words "cash dividends".
(i) Section 6.12 of the Credit Agreement is hereby amended by
(i) deleting the provisos contained therein in their entirety and (ii) changing
the amount opposite the words "February 1, 2003 and thereafter" from
"$55,000,000" to "$25,000,000"
(j) Section 6.13 of the Credit Agreement is hereby amended by deleting
the table therein in its entirety and replacing it with:
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Quarter Ending
During the Period Ratio
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February 3, 2002
through November 2,
2002 4.50 to 1.00
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November 3, 2002 and
thereafter 3.50 to 1.00
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(k) Section 6.14 of the Credit Agreement is hereby amended by deleting
the table therein in its entirety and replacing it with:
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Four-Quarter
Period Ending Ratio
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February 3, 2002 through
February 1, 2003 1.30 to 1.00
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February 2, 2003 and
thereafter 1.25 to 1.00
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(l) Section 6.16 of the Credit Agreement is hereby amended by deleting
"1.50 to 1.00 or, for any fiscal month ending during the third fiscal quarter in
any fiscal year, 1.35 to 1.00" and substituting in lieu thereof the following:
(A) for the first fiscal month ending during the fourth fiscal quarter
of the fiscal year ending on February 1, 2003, 1.50 to 1.00, (B) for
each of the second and third fiscal months ending during the fourth
fiscal quarter of the fiscal year ending February 1, 2003, 2.00 to
1.00 and (C) for any other fiscal month in any fiscal year, 1.35 to
1.00
SECTION 2. Decrease in Revolving Commitments. The parties hereto agree
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that on the Amendment Effective Date the Revolving Commitments shall be reduced
by $25,000,000 to $175,000,000, and that such reduction shall be allocated pro
rata among the Lenders based on their Revolving Commitments. The parties hereto
acknowledge that, after giving effect to such reduction, the Revolving
Commitment of each Lender shall be as set forth on Exhibit A hereto.
SECTION 3. Representations and Warranties. The Borrower represents and
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warrants to each of the Lenders that, after giving effect to the amendments
contemplated hereby, (a) the representations and warranties of each Loan Party
set forth in the Loan Documents are true and correct in all material respects on
and as of the date of this Amendment, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material respects as
of the earlier date) and (b) no Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective (as of
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the date first written above) on the date when (a) the Administrative Agent (or
its counsel) shall have received copies hereof that, when taken together, bear
the signatures of the Borrower, Holdings and the Required Lenders and (b) the
Administrative Agent shall have received payment of the fees payable under
Section 5 below (to the extent due on the Amendment Effective Date) and any
out-of-pocket expenses of the Administrative Agent payable by the Borrower that
have been invoiced before the Amendment Effective Date.
SECTION 5. Amendment Fee. The Borrower agrees to pay to each Lender
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that executes and delivers a copy of this Amendment to the Administrative Agent
(or its counsel) on or prior to 5:00 p.m., Eastern Standard time, on April 17,
2002, an amendment fee in an amount equal to 0.25% of such Lender's Revolving
Commitment (whether used or unused) as of the Amendment Effective Date and after
giving effect to this Amendment; provided that the Borrower shall have no
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liability for any such amendment fee if this Amendment does not become
effective. Such amendment fee shall be payable (i) on the Amendment Effective
Date, to each Lender entitled to receive such fee as of the Amendment Effective
Date and (ii) in the case of any Lender that becomes entitled to such fee after
the Amendment Effective Date, within two Business Days after such Lender becomes
entitled to such fee.
SECTION 6. Applicable Law. This Amendment shall be construed in
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accordance with and governed by the law of the State of New York.
SECTION 7. No Other Amendments. Except as expressly set forth herein,
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this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any party under the
Credit Agreement, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
SECTION 8. Counterparts. This Amendment may be executed in two or more
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counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 9. Headings. Section headings used herein are for
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convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
SECTION 10. Expenses. The Borrower shall reimburse the Administrative
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Agent for its reasonable out-of-pocket expenses incurred in connection with this
Amendment, including the reasonable fees and expenses of Cravath, Swaine &
▇▇▇▇▇, counsel for the Administrative Agent.
IN WITNESS WHEREOF, Holdings, the Borrower and the undersigned Lenders
have caused this Amendment to be duly executed by their duly authorized officers
as of the date first above written.
J. CREW GROUP, INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
and Chief Financial
Officer
J. CREW OPERATING CORP.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
and Chief Financial
Officer
EXHIBIT A
COMMITMENTS
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Lender Revolving Commitment
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JPMorgan Chase Bank $19,444,444.47
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Bank of America, NT & SA 14,486,111.05
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BankBoston, N.A. 9,074,074.12
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Bank Leumi Trust Company of New York 6,481,481.41
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Bank of Tokyo - Mitsubishi Trust Company 9,074,074.12
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CIT Commercial 31,046,296.21
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Finova Capital 7,777,777.97
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First Union National Bank 9,074,074.12
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Foothill Capital 20,254,629.57
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General Electric Capital Corp. 9,398,148.24
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Provident 9,727,222.12
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Summit Bank 12,962,963.08
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▇▇▇▇▇ Fargo Bank, National Association 16,203,703.77
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Total $175,000,000.00
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