FIRST AMENDMENT, dated as of October 18, 1996, to the
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 11, 1996
(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 6.3 of the Credit Agreement be amended and the
Agent and the Lenders are willing to amend Subsection 6.3 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 6.3 of the Credit Agreement.
Subsection 6.3 of the Credit Agreement is hereby amended by
deleting the portion of such Subsection beginning with the word
'except' through the end of such Subsection and substituting the
following for such portion, to read in its entirety as follows:
'except (a) guarantees by indorsement of instruments for
deposit or collection in the ordinary course of business,
(b) guarantees by THUSA of the obligations of Retail under
leases of real property entered into by Retail in connection
with the operation of retail stores and outlet stores, (c)
guarantees by THC of obligations of THUSA or Retail, (d)
guarantees by a Guarantor (other than a Subsidiary of a
Borrower) of the obligations of another Guarantor or a
subsidiary of the Unrestricted Subsidiary; provided,
further, that such guarantees by THC shall not exceed in the
aggregate at any one time outstanding the principal amount
of $20,000,000 provided that, with respect to any lease
obligation, the principal amount of such obligation shall be
deemed to be the then current annual rent payment and (e)
guarantees of the Obligations.'
3. Conditions of Effectiveness. This First Amendment shall
become effective, as of the date hereof, when the Agent shall
have received counterparts of this First Amendment executed each
Borrower, each Guarantor and the Majority Lenders.
4. Representations and Warranties. To induce the Lenders to
enter into this First 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 First Amendment and to perform its
obligations under the Credit Agreement, as amended by this
First 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 First Amendment,
and the performance of the Credit Agreement, as amended by
this First 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 First 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 First 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 First 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 First 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 First
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 First 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.
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7. Governing Law. This First Amendment shall be governed by
and construed in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this
First 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
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TOMMY HILFIGER (EASTERN
HEMISPHERE) LIMITED
By: /s/ Steven R. Gursky
Name: Steven R. Gursky
Title: Assistant Secretary
TOMMY HILFIGER (HK) LIMITED
By: /s/ Steven R. Gursky
Name: Steven R. Gursky
Title: Assistant Secretary
TOMMY HILFIGER LICENSING, INC.
By: /s/ Steven R. Gursky
Name: Steven R. Gursky
Title: Secretary
TOMMY HILFIGER FLAGSHIP STORES,
INC. (f/k/a Tommy Hilfiger
Womenswear, Inc.)
By: /s/ Steven R. Gursky
Name: Steven R. Gursky
Title: Secretary
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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/ George Glasser
Name: George Glasser
Title: VP
FLEET BANK, N.A.
(formerly NatWest Bank N.A.)
By: /s/ Catherine B. Lawrence
Name: Catherine B. Lawrence
Title: Vice President
ISRAEL DISCOUNT BANK OF NEW YORK
By: /s/ Lissa Baum
Name: Lissa Baum
Title: S.V.P.
By: /s/ Antonia Brocato
Name: Antonia Brocato
Title: A.V.P.
CENTURY BUSINESS CREDIT CORPORATION
By: /s/ Andrew H. Tananbaum
Name: Andrew H. Tananbaum
Title: President
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