CENTURY BUSINESS CREDIT CORPORATION 119 West 40th Street, New York, N.Y. 10018-2566 (212) 703-3500 - Fax (212) 703-3520/3590/3639 April 8, 1997 Mr. Joel Newman Tommy Hilfiger U.S.A., Inc. 25 West 39th Street New York, NY 10018 RE: FACTORING AGREEMENT Gentlemen: Reference is hereby made to the Factoring Agreement between us dated September 16, 1994, as amended. This letter will confirm the terms of a further amendment of such Factoring Agreement as follows: A. Paragraph 7 is amended to read in its entirety as follows: "For your services hereunder with respect to our sales for each year beginning, April 1, 1997, you shall receive a commission equal to thirty-five one hundredths of one percent (.35%) of the net face value amount of each credit approved Receivable less selling discounts which shall be chargeable to our account with you on the last day of each month. B. Paragraph 13 is amended to substitute "2001" for "2000". C. Except as expressly specified provided herein, all of the representations, warranties, terms, covenants and conditions of the Factoring Agreement as previously and hereby amended shall remain in full force and effect. The amendments set forth herein shall be limited precisely as set forth herein and shall not be deemed as amendment of, consent to or modification of any other term of provision of the Factoring Agreement. Please confirm you agreement to the foregoing, where indicated below. Very truly yours, CENTURY BUSINESS CREDIT CORPORATION /s/ David L. Finkelstein David L. Finkelstein Senior Executive Vice President Accepted and Agreed to: New York, NY April 8, 1997 TOMMY HILFIGER U.S.A., INC. By: /s/ Joel H. Newman Title: Exec. VP Fin. & Oper.