SECOND AMENDMENT
SECOND AMENDMENT, dated as of July 17, 1995 (this
"Amendment"), among XXXXXXXX-VAN HEUSEN CORPORATION (the
"Borrower"), the financial institutions party to the Credit
Agreement referred to below (the "Banks"), and BANKERS TRUST
COMPANY, as agent (in such capacity, the "Agent") for the
Banks. All capitalized terms used herein and not otherwise
defined shall have the meanings specified in the Credit
Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are
parties to a Credit Agreement, dated as of December 16, 1993
(as modified, supplemented or amended prior to the date
hereof, the "Credit Agreement");
WHEREAS, the Borrower is negotiating with Pyramid
Sportswear AB (the "Company"), the Gant licensee in Europe,
Japan and other countries outside the United States, to make
an equity investment of up to $10 million for up to a 25%
interest in the Company (or its controlling entity, Pyramid
Partners AB);
WHEREAS, such equity investment is presently
prohibited by Section 8.03 of the Credit Agreement, and the
Borrower has requested that the Banks agree to amend the
Credit Agreement to permit such investment;
WHEREAS, subject to the terms and conditions
hereof, the Banks have agreed to amend the Credit Agreement
as set forth herein to permit such investment;
NOW, THEREFORE, in consideration of the mutual
premises contained herein and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. Section 8.03 of the Credit Agreement is hereby
amended by (a) deleting the word "and" appearing at the end
of clause (viii) thereof and (b) deleting clause (ix) thereof
and inserting in lieu thereof the following clauses (ix) and
(x):
"(ix) the Borrower and/or its Subsidiaries may
make an equity investment of up to $10,000,000 for up to
a 25% interest in Pyramid Sportswear AB (or its
controlling entity,Pyramid Partners AB); and
(x) Investments not otherwise permitted by the
foregoing clauses (i) through (ix) above, provided that
the aggregate outstanding amount of Investments made
pursuant to this clause (x) shall not exceed $5,000,000
at any time."
2. This Amendment shall become effective on the
date (the "Amendment Effective Date") on which the Borrower
and the Required Banks shall have executed and delivered a
counterpart of this Amendment.
3. Except as expressly amended hereby, the terms
and conditions of the Credit Agreement shall remain unchanged
and in full force and effect.
4. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together
constitute one and the same instrument.
5. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused
their duly authorized officers to execute and deliver this
Amendment as of the date first above written.
XXXXXXXX-VAN HEUSEN CORPORATION
By
Title:
BANKERS TRUST COMPANY,
Individually, and as Agent
By
Title:
-2-
THE CHASE MANHATTAN BANK, N.A.
By
Title:
CITIBANK, N.A.
By
Title:
THE BANK OF NEW YORK
By
Title:
CHEMICAL BANK
By
Title:
THE FIRST NATIONAL BANK OF BOSTON
By
Title:
CIBC, INC.
By
Title:
-3-
UNION BANK
By
Title:
-4-
