SEVENTH AMENDMENT
SEVENTH AMENDMENT, dated as of January 30, 1998 (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. Section 2.01(b)(ii) of the Credit Agreement is
hereby amended by deleting the reference to "$8,000,000" therein
and by inserting in lieu thereof a reference to "$14,000,000".
2. Section 8.05 of the Credit Agreement is hereby
amended by deleting the ratio "3.25:1.00" appearing opposite the
date of April 30, 1998 in the table therein and inserting in lieu
thereof the ratio "2.75:1.00".
3. Section 8.07 of the Credit Agreement is hereby
amended by inserting at the end thereof the following proviso:
"; provided, that notwithstanding the
foregoing, at any time on and after February
2, 1998 and on or before May 3, 1998, the
Borrower will not permit such ratio to exceed
0.62 to 1."
4. 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 (a)
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, (b) the
Borrower's $75,000,000 pre-tax restructuring charge
reflected in its financial statements for the fiscal quarter
ending on or about January 31, 1998, or any subsequent
reversal of all or part of such restructuring charge, and
(c) costs and expenses of up to $3,000,000 incurred by the
Borrower in the fiscal quarter ending on or about April 30,
1998 in connection with updating and modifying its computer
systems to address the "Year 2000 Problem".
5. Section 10 of the Credit Agreement is hereby
further amended by deleting the reference to "$8,000,000" in
clause (i)(x) of the provision in the definition of "Standby
Letter of Credit" and by inserting in lieu thereof a reference to
"$14,000,000".
6. This Amendment shall become effective on the date
(the "Amendment Effective Date") on which (i) the Borrower and
the Required Banks shall have executed and delivered a
counterpart of this Amendment and (ii) the Borrower and the
holders of the 1992 Notes shall have entered into a waiver,
consent or amendment in respect of the 1992 Note Purchase
Agreements, which waiver, consent or amendment shall be in form
and substance reasonably satisfactory to the Agent and shall have
become effective in accordance with the terms of the 1992 Note
Purchase Agreements.
7. Except as expressly amended hereby, the terms and
conditions of the Credit Agreement shall remain unchanged and in
full force and effect.
8. 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.
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9. 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
By
Title:
CITIBANK, N.A.
By
Title:
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THE BANK OF NEW YORK
By
Title:
CHEMICAL BANK
By
Title:
BANK BOSTON
By
Title:
CIBC, INC.
By
Title:
UNION BANK
By
Title:
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