0001193125-05-229553 Sample Contracts

Contract
First Amendment and Waiver • November 18th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York

RESTATED FIRST AMENDMENT AND WAIVER, dated as of February 1, 2005 (this “Restated Amendment and Waiver”), to the Credit Agreement, dated as of June 28, 2002 (as the same may further be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tommy Hilfiger Corporation, a British Virgin Islands corporation (“Holdings”), Tommy Hilfiger U.S.A., Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (collectively, the “Lenders”; individually, a “Lender”), and JPMorgan Chase Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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Contract
Hilfiger Tommy Corp • November 18th, 2005 • Men's & boys' furnishgs, work clothg, & allied garments

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 31, 2005, by and among TOMMY HILFIGER U.S.A., INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 25 West 39th Street, New York, New York 10018 (the “Issuer”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank, as successor to The Chase Manhattan Bank), a national banking association, having its corporate trust office at 4 New York Plaza, 15th Floor, New York, New York 10004, as resigning Trustee (the “Resigning Trustee”), and Wilmington Trust Company, a corporation duly organized and existing under the laws of the State of Delaware, having its principal corporate trust office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, as successor Trustee (the “Successor Trustee”).

March 26, 2004 Mr. Theo Killion
Hilfiger Tommy Corp • November 18th, 2005 • Men's & boys' furnishgs, work clothg, & allied garments • New York
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