FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of April 1, 1996 (this "Amendment"),
among PHILLIPS-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. The Credit Agreement is hereby amended by (a) deleting Section
8.05 thereof in its entirety and (b) inserting in lieu thereof the following
new Section 8.05:
"8.05 Interest Coverage Ratio. The Borrower will not permit
the ratio of (i) EBITDA to (ii) Interest Charges for any period of four
consecutive fiscal quarters of the Borrower (taken as one accounting
period) ending on a date set forth below to be less than the ratio set
forth opposite such date below:
Fiscal Quarter Ending
on or about Ratio
April 30, 1996 2.35:1.00
July 31, 1996 2.35:1.00
October 31, 1996 2.50:1.00
January 31, 1997 2.50:1.00
April 30, 1997 2.75:1.00
July 31, 1997 2.75:1.00
October 31, 1997 3.00:1.00
January 31, 1998 3.00:1.00
April 30, 1998 3.25:1.00
July 31, 1998 3.25:1.00
Thereafter 3.50:1.00
2. Section 10 of the Credit Agreement is hereby amended by (a)
deleting the definitions of "Applicable CD Rate Margin," Applicable Commitment
Commission Percentage," "Applicable Eurodollar Margin" and "EBIT" in their
entirety and (b) inserting the following new definitions in appropriate
alphabetical order:
"Applicable CD Rate Margin" shall mean, at any time when the Credit
Rating is at any level set forth below, a percentage equal to the
number of basis points set forth below opposite such Credit Rating (with
100 basis points equalling 1.0%):
Applicable CD
Credit Rating Rate Margin
A-/A3 27.5
BBB+/Baa1 32.5
BBB/Baa2 37.5
BBB-/Baa3 47.5
BB+/Ba1 62.5
BB/Ba2 or lower 112.5
"Applicable Eurodollar Margin" shall mean, at any time when the Credit
Rating of the Borrower is at any level set forth below, a percentage equal
to the number of basis points set forth below opposite such Credit
Rating (with 100 basis points equalling 1.0%):
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Applicable
Eurodollar
Credit Rating Margin
A-/A3 15
BBB+/Baa1 20
BBB/Baa2 25
BBB-/Baa3 35
BB+/Ba1 50
BB/Ba2 or lower 100
"Applicable Letter of Credit Percentage" shall mean, at any time when
the Credit Rating is at any level set forth below, a percentage equal to
the number of basis points set forth below opposite such Credit Rating
(with 100 basis points equalling 1.0%):
Applicable Letter of
Credit Rating Credit Percentage
A-/A3 40
BBB+/Baa1 45
BBB/Baa2 50
BBB-/Baa3 60
BB+/Ba1 75
BB/Ba2 or lower 125
"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
$27,000,000 restructuring charge reflected in its financial statements for
the fiscal year ending on or about January 31, 1996.
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"EBITDA" shall mean, for any period, EBIT for such period, adjusted
by adding thereto the amount of all depreciation expense and amortization
expense (net of amortization of landlord allowance) that were deducted in
determining EBIT for such period.
3. 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.
4. Except as expressly amended hereby, the terms and conditions of
the Credit Agreement shall remain unchanged and in full force and effect.
5. 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.
6. 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.
PHILLIPS-VAN HEUSEN CORPORATION
By
Title:
BANKERS TRUST COMPANY,
Individually, and as Agent
By
Title:
THE CHASE MANHATTAN BANK, N.A.
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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