CONFORMED COPY
AMENDMENT No. 1, dated as of
November 17, 1998 (this "Amendment"), to the
Credit Agreement dated as of April 22, 1998
(the "Credit Agreement"), among Phillips-Van
Heusen Corporation, a Delaware corporation
(the "Borrower"), the lenders party thereto
(the "Lenders"), The Chase Manhattan Bank, a
New York banking corporation, as
administrative agent (in such capacity, the
"Administrative Agent") and collateral agent
(in such capacity, the "Collateral Agent"),
and Citicorp USA, Inc., as documentation
agent (in such capacity, the "Documentation
Agent").
A. Pursuant to the Credit Agreement, the Lenders
and the Issuing Bank have extended credit to the Borrower,
and have agreed to extend credit to the Borrower, in each
case pursuant to the terms and subject to the conditions set
forth therein.
B. The Borrower has requested that the Required
Lenders agree to amend certain provisions of the Credit
Agreement as provided herein.
C. The Required Lenders are willing so to amend
the Credit Agreement pursuant to the terms and subject to
the conditions set forth herein.
D. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in
the Credit Agreement.
Accordingly, in consideration of the mutual
agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment. (a) Section 5.03(b) of the
Credit Agreement is hereby amended by inserting immediately
after the words "containing a description of the Collateral"
in the ninth line therein, the words "that have been
reasonably required by the Collateral Agent".
(b) Section 6.13 (Leverage Ratio) of the Credit
Agreement is hereby amended by deleting the second through
fourth lines of the table set forth therein and substituting
therefor the following:
Period Ratio
November 1, 1998 -- 4.75 to 1.00
October 31, 1999
November 1, 1999 -- 4.00 to 1.00
October 31, 2000
November 1, 2000 -- 3.25 to 1.00
October 31, 2001
(c) Section 6.14 (Consolidated Net Interest
Expense Coverage Ratio) of the Credit Agreement is hereby
amended by deleting the second through fourth lines of the
table set forth therein and substituting therefor the
following:
Period Ratio
November 1, 1998 -- 2.50 to 1.00
October 31, 1999
November 1, 1999 -- 2.75 to 1.00
October 31, 2000
November 1, 2000 -- 3.50 to 1.00
October 31, 2001
SECTION 2. Representations and Warranties.
The Borrower represents and warrants to the
Administrative Agent, to the Issuing Bank and to each
of the Lenders that:
(a) This Amendment has been duly authorized,
executed and delivered by the Borrower and constitutes
its legal, valid and binding obligation, enforceable in
accordance with its terms except as such enforceability
may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws
affecting creditors' rights generally and by general
principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or
in equity).
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(b) Before and after giving effect to this
Amendment, the representations and warranties set
forth in Article III of the Credit Agreement are true
and correct in all material respects with the same
effect as if made on the date hereof, except to the
extent such representations and warranties expressly
relate to an earlier date.
(c) Before and after giving effect to this
Amendment, no Event of Default or Default has occurred
and is continuing.
SECTION 3. Conditions to Effectiveness. This
Amendment shall become effective as of the date first above
written when the Administrative Agent shall have received
counterparts of this Amendment that, when taken together,
bear the signatures of the Borrower and the Required
Lenders.
SECTION 4. Credit Agreement. Except as
specifically amended hereby, the Credit Agreement shall
continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof.
After the date hereof, any reference to the Credit
Agreement shall mean the Credit Agreement as amended
hereby.
SECTION 5. Loan Document. This Amendment shall
be a Loan Document for all purposes.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be
executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute
an original but all of which when taken together shall
constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment by
telecopy shall be effective as delivery of a manually
executed counterpart of this Amendment.
SECTION 8. Expenses. The Borrower agrees to
reimburse the Administrative Agent for its out-of-pocket
expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first
written above.
PHILLIPS-VAN HEUSEN CORPORATION,
by
/s/ Pamela N. Hootkin
Name: Pamela N. Hootkin
Title: V.P. Treas & Secty
THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent and Collateral Agent,
by
/s/ Barry K. Bergman
Name: Barry K. Bergman
Title: Vice President
CITICORP USA, INC., individually
and as Documentation Agent,
by
/s/ Allen Fisher
Name: Allen Fisher
Title: Managing Director
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SIGNATURE PAGE TO
AMENDMENT NO. 1, DATED AS OF
November 17, 1998
To Approve the Amendment:
Name of Institution Nationsbank, N.A.
by
/s/ Leesa C. Sluder
Name: Leesa C. Sluder
Title: Senior Vice President
To Approve the Amendment:
Name of Institution PNC Bank, National Association
by
/s/ Donald V. Davis
Name: Donald V. Davis
Title: Vice President
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SIGNATURE PAGE TO
AMENDMENT NO. 1, DATED AS OF
November 17, 1998
To Approve the Amendment:
Name of Institution Fleet Bank, N.A.
by
/s/ Stephen M. Leavenworth
Name: Stephen M. Leavenworth
Title: Vice President
To Approve the Amendment:
Name of Institution Bank Leumi USA
by
/s/ John Koenigsberg
Name: John Koenigsberg
Title: Vice President
by
/s/ Richard Silverstein
Name: Richard Silverstein
Title: Vice President
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SIGNATURE PAGE TO
AMENDMENT NO. 1, DATED AS OF
November 17, 1998
To Approve the Amendment:
Name of Institution Union Bank of California, N.A.
by
/s/ Terry Rocha
Name: Terry Rocha
Title: Vice President
To Approve the Amendment:
Name of Institution DG Bank Deutsche Genossenschaftsbank AG
by
/s/ Linda J. O'Connell
Name: Linda J. O'Connell
Title: Vice President
by
/s/ Ya-Roo Yang
Name: Ya-Roo Yang
Title: Assistant Treasurer
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SIGNATURE PAGE TO
AMENDMENT NO. 1, DATED AS OF
November 17, 1998
To Approve the Amendment:
Name of Institution The Bank of New York
by
/s/ Joanne M. Collett
Name: Joanne M. Collett
Title: Vice President
To Approve the Amendment:
Name of Institution BankBoston N.A.
by
/s/ Susan L. Pardus-Galland
Name: Susan L. Pardus-Galland
Title: Vice President
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