EXHIBIT 10.11 - ------------------------------------------------------------------------------- [LOGO OF BANK OF AMERICA] Amendment to Documents - ------------------------------------------------------------------------------- AMENDMENT NO. 7 TO BUSINESS LOAN AGREEMENT This Amendment No. 7 (the "Amendment") dated as of August 18, 1998, is between Bank of America National Trust and Savings Association (the "Bank") and St. John Knits, Inc. (the "Borrower"). RECITALS -------- A. The Bank and the Borrower entered into a certain Business Loan Agreement dated as of December 15, 1995, as previously amended (the "Agreement"). B. The Bank and the Borrower desire to further amend the Agreement. AGREEMENT --------- 1. Definitions. Capitalized terms used but not defined in this Amendment ----------- shall have the meaning given to them in the Agreement. 2. Amendments. The Agreement is hereby amended as follows: ---------- 2.1 A new Paragraph 7.7(f) is added to the Agreement, which reads in its entirety as follows: "(f) Additional contingent debts guaranteeing the debts of the Borrower's majority owned subsidiaries which do not exceed a total principal amount of One Million Five Hundred Thousand Dollars ($1,500,000)." 2.2 In Paragraph 7.9 of the Agreement, the amount "Twenty-Five Million Dollars ($25,000,000)" is substituted for the amount "Twenty-One Million Dollars ($21,000,000)." 2.3 Paragraph 7.19(c) of the Agreement is amended to read in its entirety as follows: "(c) enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company unless the Borrower's investment in such transaction is less than a total principal amount of Two Million Dollars ($2,000,000)." 3. Effect of Amendment. Except as provided in this Amendment, all of the ------------------- terms and conditions of the Agreement shall remain in full force and effect. This Amendment is executed as of the date stated at the beginning of this Amendment. Bank of America National Trust and Savings Association St. John Knits, Inc. x /s/ Sally Hoffman x /s/ Roger G. Ruppert ---------------------------------- -------------------------------- By: Sally Hoffman By: Roger G. Ruppert Title: Vice President Title: Senior Vice President-Finance and Chief Financial Officer - -------------------------------------------------------------------------------- -1-