BayBank Boston, N.A.
7 New England Executive Park
Burlington, Massachusetts 01803
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02101
June 2, 1995
1244 Boylston Street
Chestnut Hill, Massachusetts 02167
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of November 17, 1994 (the "Credit Agreement") among
Designs, Inc., a Delaware corporation (the "Company"), BayBank Boston, N.A. ("BayBank") and State Street
Bank and Trust Company (the "Banks"). Capitalized terms used herein and not otherwise defined shall have the
same meanings herein as in the Credit Agreement.
You have asked us to amend the Credit Agreement to provide for a letter of credit facility and make certain other
changes, and we have agreed to such amendment, subject to the terms and conditions of this letter agreement.
For valuable consideration, the Company and the Banks hereby agree as follows:
1. The Credit Agreement is hereby amended by adding the following new Section 2.19:
"2.19 Letter of Credit Facility.
(a) Subject to the terms and conditions hereof, the Company may use the Credit Advances for commercial
Letters of Credit to be issued by either Bank (the "Issuing Bank") for the account of the Company, provided that
(i) the Company executes and delivers a letter of credit application and reimbursement agreement in the Issuing
Bank's standard form (with such modifications as the Issuing Bank and the Company may agree to) and complies
with any conditions to the issuance of such Letter of Credit (including the payment of the any usual and customary
applicable fees) set forth therein; (ii) the Issuing Bank approves the form of such Letter of Credit and the purpose
of its issuance; (iii) such Letter of Credit bears an expiration date not later than the Termination Date; and (iv) the
conditions set forth in Section 3.2 below have been satisfied as of the date of the issuance of such Letter of
(b) The Issuing Bank shall not be oblig