SIXTH AMENDMENT
SIXTH AMENDMENT, dated as of July 3, 1997 (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, subject to the terms and conditions
hereof, the Banks and the Borrower have agreed to amend the
Credit Agreement as set forth herein;
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 10 of the Credit Agreement is hereby
amended by (a) deleting the definition of "EBIT" in its
entirety and (b) inserting the following new definition in
appropriate alphabetical order:
"EBIT" shall mean, for any period, the sum of (i)
Consolidated Net Income of the Borrower for such period,
(ii) provisions for taxes based on income or profits to
the extent such income or profits were included in
computing Consolidated Net Income and (iii) consolidated
interest expense (including amortization of original
issue discount and non-cash interest payments or
accruals and the interest component of capitalized lease
obligations), net of interest income theretofore
deducted from earnings in computing Consolidated Net
Income for such period; provided, however, that EBIT
shall be determined without giving effect to the
Borrower's $55,000,000 pre-tax restructuring charge
reflected in its financial statements for the fiscal
quarter ending on or about July 31, 1997, or any
subsequent reversal of all or part of such restructuring
charge.
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.
* * * * *
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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:
THE CHASE MANHATTAN BANK
By
Title:
CITIBANK, N.A.
By
Title:
THE BANK OF NEW YORK
By
Title:
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CHEMICAL BANK
By
Title:
THE FIRST NATIONAL BANK OF BOSTON
By
Title:
CIBC, INC.
By
Title:
UNION BANK
By
Title:
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