EX-10.68



 Exhibit 10.68 

Execution Version 
 AMENDMENT NO. 2
TO 
 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 
  

AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of April 22, 2015 (this “Amendment No. 2”),
entered into by and among Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, in its capacity as agent acting for and on behalf of the parties to the Loan Agreement (as hereinafter defined) as lenders
(in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually a “Lender” and collectively, “Lenders”), Perry Ellis Menswear, LLC, a Delaware limited liability company formerly known as Perry
Ellis Menswear, Inc. and successor by merger to Salant Holding, LLC (“Perry Ellis Menswear”), Supreme International, LLC, a Delaware limited liability company formerly known as Supreme International, Inc. and successor by merger to
Jantzen, LLC (“Supreme”; and together with Perry Ellis Menswear and any other Person that at any time after the date hereof becomes a Borrower in accordance with the terms of the Loan Agreement (as hereafter defined), each individually
“Borrower” and collectively, “Borrowers”), PEI Licensing, Inc., a Delaware corporation and successor by merger to Jantzen Apparel, LLC (“PEI Licensing”), Perry Ellis International, Inc., a Florida corporation
(“Parent”), Perry Ellis Real Estate, LLC, a Delaware limited liability company formerly known as Perry Ellis Real Estate Corporation (“PE Real Estate”), Perry Ellis Shared Services Corporation, a Delaware corporation (“PE
Shared Services”), Supreme Realty, LLC, a Florida limited liability company and successor by merger to Supreme Real Estate I, LLC, Supreme Real Estate II LLC and Winnsboro DC, LLC (“Supreme Realty”), and Tampa DC, LLC, a Delaware
limited liability company and successor by merger to Tampa DC Holdings, LLC (“Tampa DC”; and together, with PEI Licensing, Parent, PE Real Estate, PE Shared Services, Supreme Realty, and any other Person that at any time after the date
hereof becomes a Guarantor in accordance with the terms of the Loan Agreement, each individually a “Guarantor” and collectively, “Guarantors”). 

W I T N E S S E T H : 

WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of
Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated as of December 2, 2011, as amended by Amendment No. 1 to
Amended and Restated Loan and Security Agreement and Consent, dated as of January 9, 2014, and as modified by the Consent and Waiver to Amended and Restated Loan and Security Agreement, dated as of January 9, 2015, by and among Agent,
Lenders, Borrowers and Guarantors (as the same now exists and may hereby and hereafter be amended, modified, supplemented, extended, renewed, restated, restructured, refinanced or replaced, the “Loan Agreement”, and together with all
agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated, or replaced, collectively, the “Financing
Agreements”); 







 WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders agree to make certain
amendments to the Loan Agreement, and Agent and Lenders are willing to agree to such amendments, subject to the terms and conditions set forth in this Amendment No. 2; 

WHEREAS, the Borrower Agent has requested, pursuant to Section 2.5 of the Loan Agreement, that the persons set forth on Schedule
II hereto (the “Incremental Lenders”) commit to increase the Commitments on the Amendment No. 2 Effective Date (as defined below) in an aggregate principal amount equal to $75,000,000 (the “Incremental
Commitments”), and each Incremental Lender is willing to provide its portion of the Incremental Commitments on the terms set forth herein and in the Loan Agreement and subject to the conditions set forth herein; 

WHEREAS, the terms of the Incremental Commitments shall be identical to the terms of the Commitments in existence immediately prior to the
Amendment No. 2 Effective Date, as such terms shall be modified hereby; and 
 WHEREAS, by this Amendment No. 2, Agent, Lenders,
Borrowers and Guarantors wish to evidence such amendments; 
 NOW, THEREFORE, in consideration of the foregoing, the mutual agreements and
covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Interpretation. For purposes of this Amendment No. 2, unless otherwise defined herein, all capitalized terms used herein which
are defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement. 
 2. Amendments. Effective as
of the Amendment No. 2 Effective Date (as defined below), the Loan Agreement shall be amended as follows: 
 (a) Additional
Definitions. Each of the following definitions shall be added to Section 1 of the Loan Agreement: 

““Amendment No. 2” shall mean Amendment No. 2 to Amended and Restated Loan and Security Agreement,
dated as of April 22, 2015, by and among Agent, Lenders, Borrowers and Guarantors.” 
 ““Amendment
No. 2 Effective Date” shall mean the first date on which all of the conditions precedent to the effectiveness of Amendment No. 2 shall have been satisfied and/or waived.” 

(b) Amendment to Definition of Commitment. The definition of Commitment in Section 1.26 of the Loan Agreement shall be amended and
restated in its entirety as follows: 
 “1.26 “Commitment” shall mean, at any time, as to each Lender, the
principal amount set forth opposite the name of such Lender on Schedule I hereto or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender hereunder in accordance with the provisions of
Section 13.7 hereof, as the same may be adjusted from time to time in accordance with the terms hereof; sometimes being collectively referred to herein as “Commitments”.” 

  
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 (c) Amendment to Definition of Inventory Loan Limit. The definition of Inventory Loan
Limit in Section 1.82 of the Loan Agreement shall be amended and restated in its entirety as follows: 
 “1.82
“Inventory Loan Limit” shall mean, at any time, an amount equal to $125,000,000.” 
 (d) Amendment to Definition of
Maximum Credit. The definition of Maximum Credit in Section 1.98 of the Loan Agreement shall be amended and restated in its entirety as follows (it being agreed that the following reflects the Maximum Credit immediately after giving effect
to the Incremental Commitments): 
 “1.98 “Maximum Credit” shall mean $200,000,000, as such amount may be
adjusted pursuant to and in accordance with the terms of Section 2.4 hereof.” 
 (e) Amendment to Fixed Charge Coverage Ratio
Covenant. Section 9.17 of the Loan Agreement shall be amended and restated in its entirety as follows: 
 “9.17. Fixed
Charge Coverage Ratio. At any time that Excess Availability is less than fifteen (15%) percent of the Maximum Credit, the Fixed Charge Coverage Ratio of Borrowers (on a consolidated basis) determined as of the end of the fiscal month most
recently ended for which Agent has received financial statements shall be not less than 1.0 to 1.0 for the period of the immediately preceding twelve (12) consecutive fiscal months ending on the last day of such fiscal month.” 

(f) Amendment to Maturity Date. The first sentence of Section 13.1(a) of the Loan Agreement shall be amended and restated as
follows: 
 “This Agreement and the other Financing Agreements shall become effective as of the Closing Date and shall continue in full
force and effect for a term ending on April 30, 2020 (the “Maturity Date”) and unless sooner terminated pursuant to the terms hereof.” 

(g) Schedule I to Loan Agreement. The Loan Agreement shall be amended by adding Schedule I thereto in the form attached as
Schedule I hereto (it being agreed that such Schedule I reflects the Commitments immediately after giving effect to the Incremental Commitments). 

3. First Incremental Revolving Credit Commitments. On the terms and subject to the conditions set forth herein, each Incremental Lender
agrees, severally and not jointly, to provide a portion of the Incremental Commitments in the amount set forth on Schedule II hereto opposite the name of such Incremental Lender, commencing on the Amendment No. 2 Effective Date. 

  
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 4. Representations, Warranties and Covenants. Borrowers and Guarantors, jointly and
severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants shall survive the execution and delivery hereof: 

(a) this Amendment No. 2 and all other documents, agreements and instruments executed by any Borrower or Guarantor in connection herewith
(together with this Amendment No. 2, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto and, if necessary, their
respective stockholders, and are in full force and effect as of the date hereof, and the agreements and obligations of Borrowers and Guarantors contained herein and therein constitute legal, valid and binding obligations of Borrowers and Guarantors
enforceable against them in accordance with their terms except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’
rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 

(b) neither the Amendment Documents nor the transactions contemplated thereby are in contravention of any applicable law, or the terms of any
agreement to which any Borrower or Guarantor is a party or by which any property of any Borrower or Guarantor is bound; and 
 (c) as of the
date hereof, no Default or Event of Default exists or has occurred and is continuing. 
 5. Conditions Precedent. The terms and
provisions of this Amendment No. 2 shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent: 

(a) Agent shall have received executed counterparts of this Amendment No. 2, duly authorized, executed and delivered by Borrowers and
Guarantors and each of the Lenders; 
 (b) Agent shall have received a secretary’s certificate, duly authorized, executed and delivered
by the secretary or assistant secretary of each Borrower and Guarantor, in form and substance reasonably satisfactory to Agent, which (among other things) certifies the resolutions of the Board of Directors (or similar governing body) of such
Borrower or Guarantor, as applicable evidencing the approval of the transactions contemplated by this Amendment; 
 (c) all representations
and warranties contained herein and in the other Financing Agreements shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Amendment No. 2 Effective
Date and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material
respects on and as of such earlier date); 

  
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 (d) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and
no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of
the Loans or providing the Letter of Credit Accommodations, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Financing Agreements or (ii) has or has a reasonable likelihood of having a
Material Adverse Effect; 
 (e) no Default or Event of Default shall exist or have occurred and be continuing on and as of the Amendment
No. 2 Effective Date and after giving effect thereto; 
 (f) the increase in the Maximum Credit contemplated by this Amendment
No. 2 shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently; and 

(g) Borrowers shall have paid to Agent, for the account of the Agent and the Lenders (in accordance with any agreement between the Agent and
each Lender), all fees and expenses due and payable in connection with this Amendment No. 2. 
 6. Effect of this Amendment.
This Amendment No. 2 and the other Amendment Documents constitute the entire agreement of the parties with respect to the subject matter hereof and thereof, and supersede all prior oral or written communications, memoranda, proposals,
negotiations, discussions, term sheets and commitments with respect to the subject matter hereof and thereof. Except as expressly provided herein, no other consents, changes or modifications to the Financing Agreements are intended or implied, and
in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent that any provision of the Loan Agreement or any of the other Financing
Agreements are inconsistent with the provisions of this Amendment No. 2, the provisions of this Amendment No. 2 shall control. 

7. Further Assurances. Each Borrower and Guarantor shall execute and deliver such additional documents and take such additional action
as may be reasonably requested by Agent to effectuate the provisions and purposes of this Amendment No. 2. 
 8. Release of
Claims. No Borrower or Guarantor has any actual or potential claim or cause of action against Agent or any Lender with respect to any matters relating to the Financing Agreements and related transactions through the date hereof, and hereby
waives and releases any right to assert same. 
 9. Governing Law. The validity, interpretation and enforcement of this Amendment
No. 2 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of Florida but excluding any principles of conflicts of law or
other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of Florida. 
 10.
Binding Effect. This Amendment No. 2 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 

  
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 11. Counterparts. This Amendment No. 2 may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 2 by telefacsimile or other electronic means shall have the same force
and effect as the delivery of an original executed counterpart of this Amendment No. 2. Any party delivering an executed counterpart of this Amendment No. 2 by telefacsimile or other electronic means shall also deliver an original executed
counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement 
 [Signature Pages
Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed
and delivered by their authorized officers as of the day and year first above written. 
  
  

			
	 BORROWERS
  

PERRY ELLIS MENSWEAR, LLC
  

By:   Perry Ellis International, Inc.

         its managing member

		
	By:	 	/s/ Anita D. Britt
	Name:	 	Anita D. Britt
	Title:	 	Chief Financial Officer
		
		 	
	 SUPREME INTERNATIONAL, LLC
  

By:   Perry Ellis International, Inc.

         its managing member

		
	By:	 	/s/ Anita D. Britt
	Name:	 	Anita D. Britt
	Title:	 	Chief Financial Officer
		
		 	
	 GUARANTORS
  

PEI LICENSING, INC.

		
	By:	 	/s/ Jorge Narino
	Name:	 	Jorge Narino
	Title:	 	Treasurer
		
		 	
	PERRY ELLIS INTERNATIONAL, INC.
		
	By:	 	/s/ Anita D. Britt
	Name:	 	Anita D. Britt
	Title:	 	Chief Financial Officer
		
		 	

  
  
  

Amendment No. 2 to Amended and Restated Loan and Security Agreement – Perry Ellis 








			
	 PERRY ELLIS REAL ESTATE, LLC
  

By:   Perry Ellis International, Inc.

         its managing member

		
	By:	 	/s/ Anita D. Britt
	Name:	 	Anita D. Britt
	Title:	 	Chief Financial Officer
		
		 	
	PERRY ELLIS SHARED SERVICES CORPORATION
		
	By:	 	/s/ Anita D. Britt
	Name:	 	Anita D. Britt
	Title:	 	Chief Financial Officer
		
		 	
	 SUPREME REALTY, LLC
  

 
 By:   Perry Ellis International,
Inc.
          its managing member

		
	By:	 	/s/ Anita D. Britt
	Name:	 	Anita D. Britt
	Title:	 	Chief Financial Officer
		
		 	
	 TAMPA DC, LLC
  

 
 By:   Perry Ellis International,
Inc.
          its managing member

		
	By:	 	/s/ Anita D. Britt
	Name:	 	Anita D. Britt
	Title:	 	Chief Financial Officer
		
		 	

  
  

Amendment No. 2 to Amended and Restated Loan and Security Agreement – Perry Ellis 








			
	 AGENT
  

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent

	
		
	By:	 	/s/ Thomas A. Martin
	Name:	 	Thomas A. Martin
	Title:	 	Vice President
		
		 	
	 LENDER
  

 
 WELLS FARGO BANK, NATIONAL ASSOCIATION

		
	By:	 	/s/ Thomas A. Martin
	Name:	 	Thomas A. Martin
	Title:	 	Vice President
		
		 	

  
  

Amendment No. 2 to Amended and Restated Loan and Security Agreement – Perry Ellis 








			
	 LENDER
  

 
 BANK OF AMERICA, N.A.

		
	By:	 	/s/ Robert J. Walker
	Name:	 	Robert J. Walker
	Title:	 	Senior Vice President
		
		 	

  
 Amendment No. 2 to Amended and
Restated Loan and Security Agreement – Perry Ellis 








			
	 LENDER
  

 
 HSBC BANK USA, N.A.

		
	By:	 	/s/ Rafael De Paoli
	Name:	 	Rafael De Paoli
	Title:	 	Senior Vice President
		
		 	

  
 Amendment No. 2 to Amended and
Restated Loan and Security Agreement – Perry Ellis 








			
	 LENDER
  

 
 DEUTSCHE BANK AG NEW YORK BRANCH

		
	By:		/s/ Peter Cucchiara
	Name:		Peter Cucchiara
	Title:		Vice President
		
			
		
	By:		/s/ Kirk L. Tashjian
	Name:		Kirk L. Tashjian
	Title:		Director
		
			

  
 Amendment No. 2 to Amended and
Restated Loan and Security Agreement – Perry Ellis 







 SCHEDULE I TO AMENDMENT NO. 2 TO 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

SCHEDULE I TO LOAN AGREEMENT 

Commitments 
  

 
  
  

					
	 Lenders
	  	Commitments	 
	Well Fargo Bank, National Association	  	$	102,000,000.00	  
		
	Bank of America, N.A.	  	$	48,000,000.00	  
		
	HSBC Bank USA, N.A.	  	$	34,000,000.00	  
		
	Deutsche Bank AG New York Branch	  	$	16,000,000.00	  
		  	  
	  
	 
		
	 Total:
		$	200,000,000	  

 : 







 SCHEDULE II TO AMENDMENT NO. 2 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

Incremental Lenders 
 and 

Incremental Commitments 
  

					
	 Incremental Lenders
	  	Incremental Commitments	 
	Well Fargo Bank, National Association	  	$	38,250,000.00	  
		
	Bank of America, N.A.	  	$	18,000,000.00	  
		
	HSBC Bank USA, N.A.	  	$	12,750,000.00	  
		
	Deutsche Bank AG New York Branch	  	$	6,000,000.00	  
		  	  
	  
	 
		
	 Total:
		$	75,000,000