SECOND AMENDMENT, dated as of December 31, 1996, to the
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 11,
1996 (as heretofore amended, the 'Credit Agreement'), among
TOMMY HILFIGER U.S.A., INC., a Delaware corporation ('THUSA'),
TOMMY HILFIGER RETAIL, INC., a Delaware corporation ('Retail';
THUSA and Retail individually, a 'Borrower' and collectively,
the 'Borrowers'), TOMMY HILFIGER CORPORATION, a British Virgin
Islands corporation ('THC'), TOMMY HILFIGER (EASTERN
HEMISPHERE) LIMITED, a British Virgin Islands corporation
('THEH'), TOMMY HILFIGER (HK) LIMITED, a Hong Kong corporation
('THHK'), TOMMY HILFIGER LICENSING, INC. a Delaware corporation
('THL') and TOMMY HILFIGER FLAGSHIP STORES, INC., a Delaware
corporation (formerly known as Tommy Hilfiger Womenswear,
Inc.) ('THFS'); (THC, THEH, THHK, THL and THFS individually, a
'Guarantor' and collectively, the 'Guarantors'), the several
Lenders parties to the Credit Agreement (the 'Lenders') and THE
CHASE MANHATTAN BANK (formerly Chemical Bank) as administrative
agent (in such capacity, the 'Agent') for the Lenders.
W I T N E S S E T H
WHEREAS, THUSA, Retail and each Guarantor have requested
that Subsection 6.4 of the Credit Agreement be amended and the
Agent and the Lenders are willing to amend Subsection 6.4 of
the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and
mutual agreements contained herein, THUSA, Retail, each
Guarantor, the Agent and each Lender hereby agree that the
Credit Agreement is hereby amended as follows:
1. Definitions. Except as otherwise stated herein,
capitalized terms defined in the Credit Agreement and used
herein without definition shall have the respective meanings
assigned to them in the Credit Agreement.
2. Amendment to Subsection 6.4 of the Credit Agreement.
Subsection 6.4 of the Credit Agreement is hereby amended by
replacing the numbers $27,500,000 and $75,000,000 therein with
the numbers $35,000,000 and $100,000,000, respectively.
3. Conditions of Effectiveness. This Second Amendment
shall become effective, as of the date hereof, when the Agent
shall have received counterparts of this Second Amendment
executed each Borrower, each Guarantor and the Majority
Lenders.
4. Representations and Warranties. To induce the Lenders
to enter into this Second Amendment, each Borrower and each
Guarantor hereby represents and warrants that:
(a) It has the power, authority and legal right to
make and deliver this Second Amendment and to perform its
obligations under the Credit Agreement, as amended by this
Second Amendment, without any notice, consent, approval or
authorization not already obtained, and it has taken all
necessary action to authorize the same.
(b) The making and delivery of this Second Amendment,
and the performance of the Credit Agreement, as amended by
this Second Amendment, do not violate any provision of law
or any regulation applicable to it, or its charter or by-
laws, or result in the breach of or constitute a default
under or require any consent under any indenture or other
agreement or instrument to which it is a party or by which
it or any of its property may be bound or affected. The
Credit Agreement, as amended by this Second Amendment,
constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms,
except as enforceability thereof may be limited by any
applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights
generally.
(c) The representations and warranties made by it in
the Credit Agreement are true and correct on and as of the
date on which this Second Amendment becomes effective
after giving effect hereto.
(d) No Default or Event of Default has occurred and
is continuing under the Credit Agreement on and as of the
date on which this Second Amendment becomes effective.
5. Reference to and Effect on the Credit Agreement and
other Loan Documents. (a) On and after the effective date of
this Second Amendment each reference in the Credit Agreement to
'this Agreement', 'hereunder', 'hereof' or words of like
import, and each reference in any Note or any other Loan
Document to the 'Credit Agreement', 'thereunder', 'thereof' or
words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement as amended
hereby.
(b) Except as specifically amended hereby, the Credit
Agreement and each other Loan Document are and shall continue
to be in full force and effect and are hereby in all respects
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Second Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of
any Lender under the Credit Agreement, nor constitute a waiver
of any provision of the Credit Agreement.
6. Execution in Counterparts. This Second Amendment may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the
same agreement.
7. Governing Law. This Second Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused
this Second Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above
written.
TOMMY HILFIGER U.S.A., INC.
By: /s/ Joel Horowitz
Name: Joel Horowitz
Title: Chief Executive Officer
TOMMY HILFIGER RETAIL, INC.
By: /s/ Joel Horowitz
Name: Joel Horowitz
Title: President
TOMMY HILFIGER CORPORATION
By: /s/ Joel Horowitz
Name: Joel Horowitz
Title: President
TOMMY HILFIGER (EASTERN
HEMISPHERE) LIMITED
By: /s/ Joel Horowitz
Name: Joel Horowitz
Title: President
TOMMY HILFIGER (HK) LIMITED
By: /s/ Joel Horowitz
Name: Joel Horowitz
Title: President
TOMMY HILFIGER LICENSING, INC.
By: /s/ Joel Horowitz
Name: Joel Horowitz
Title: President
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TOMMY HILFIGER FLAGSHIP STORES,
INC. (f/k/a Tommy Hilfiger
Womenswear, Inc.)
By: /s/ Joel Horowitz
Name: Joel Horowitz
Title: President
THE CHASE MANHATTAN BANK
(formerly Chemical Bank),
individually and as Agent
By: /s/ Paul Phelan
Paul Phelan
Vice President
BANK OF NEW YORK
By: /s/ Allison J. White
Name: Allison J. White
Title: Vice President
FLEET BANK, N.A.
(formerly NatWest Bank N.A.)
By: /s/ Bruce Wicks
Name: Bruce Wicks
Title: Vice President
ISRAEL DISCOUNT BANK OF NEW YORK
By: /s/ Howard Weinberg
Name: Howard Weinberg
Title: First Vice President
By: /s/ Antonia Brocato
Name: Antonia Brocato
Title: Assistant Vice
President
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CENTURY BUSINESS CREDIT CORPORATION
By: /s/ Andrew H. Tananbaum
Name: Andrew H. Tananbaum
Title: President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Michael Nardo
Name: Michael Nardo
Title: Vice President
SUMMIT BANK
By: /s/ Lawrence F. Zema
Name: Lawrence F. Zema
Title: Vice President & Regional Manager
Large Corporate Group
Summit Bank
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