First Amendment to Amended and Restated Credit Agreement


  
 Exhibit 10.1

  
 FIRST AMENDMENT TO AMENDED AND RESTATED 

CREDIT AGREEMENT 
  
 This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made as of January 10, 2005, among Oxford Industries, Inc., a
Georgia corporation, Oxford of South Carolina, Inc., a South Carolina corporation, and Viewpoint International, Inc., a Delaware corporation, as Borrowers, the Domestic Subsidiaries of the Borrowers party to the Credit Agreement (defined below) as
Guarantors, the Lenders (as defined in the Credit Agreement) party hereto, and SunTrust Bank, as the Administrative Agent, 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrowers, the Guarantors, the Lenders, the financial institutions party thereto as Issuing Banks and the Administrative Agent are parties to
that certain Amended and Restated Credit Agreement, dated as of July 28, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and 
  
 WHEREAS, the parties wish to amend the Credit Agreement set forth herein upon
the terms and conditions contained herein; 
  
 NOW THEREFORE, in
consideration of the premises, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that all capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby, and further agree as follows: 
  
 1. Amendment to Credit Agreement. Section 8.7 of the Credit Agreement, Liquidation; Change in Ownership, Name or Year; Disposition or
Acquisition of Assets, Etc., is hereby amended to delete the word “and” immediately prior to subsection (b)(vi) thereof and by inserting the following text immediately following subsection (b)(vi) thereof: 
  
 “; and (vii) any Borrower Party may transfer all or any portion of its
assets to any other Borrower Party so long as (A) no Default or Event of Default has occurred and is continuing; (B) the transferor Borrower Party immediately gives written notice of such transfer to the Administrative Agent; and (C) each Borrower
Party takes all action and executes and delivers all documents reasonably requested by the Administrative Agent to perfect or continue the perfection of the Administrative Agent’s (on behalf of, and for the benefit of, the Lender Group)
security interest in the Collateral.” 
  
 2. No Other
Amendment or Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided above, operate as a waiver of any right, power or remedy of the Administrative Agent, the Lenders or Issuing Banks under the
Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents. Except for the amendment expressly set forth above, the text of the Credit Agreement and all
other Loan Documents shall remain unchanged and in full force and effect and each Borrower hereby ratifies and confirms its 

  








 
obligations thereunder. This Amendment shall not constitute a modification of the Credit Agreement or a course of dealing with the Administrative Agent, the
Lenders or the Issuing Banks at variance with the Credit Agreement such as to require further notice by the Administrative Agent, the Lenders or the Issuing Banks to require strict compliance with the terms of the Credit Agreement and the other Loan
Documents in the future. Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection or continuity of the Administrative
Agent’s or the Lenders’ security interests in, security titles to, or other Liens on, any Collateral for the Obligations. 
  
 3. Conditions of Effectiveness. This Amendment shall become effective as of the date hereof when, and only when, the Administrative Agent, on
behalf of the Issuing Banks and the Lenders, shall have received, in form and substance satisfactory to it: 
  
 (a) counterparts to this Amendment duly executed by the Borrowers and the Majority Lenders; and 
  
 (b) such other information, documents, instruments or
approvals as the Administrative Agent may require. 
  
 4.
Representations and Warranties of Borrower Parties. Each Borrower Party represents and warrants as follows: 
  
 (a) Such Borrower Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization; 
  
 (b) The execution, delivery and performance by such Borrower Party of this Amendment and the Loan Documents, as amended hereby, are within such Borrower Party’s legal powers, have been duly authorized by all
necessary company action and do not contravene (i) such Borrower Party’s organizational documents, or (ii) law or contractual restrictions binding on or affecting such Borrower Party; 
  
 (c) No authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body, is required for the due execution, delivery and performance by such Borrower Party of this Amendment or any of the Loan Documents, as amended hereby, to which such Borrower
Party is or will be a party; 
  
 (d) This
Amendment and each of the other Loan Documents, as amended hereby, to which such Borrower Party is a party constitute legal, valid and binding obligations of such Borrower Party, enforceable against such Borrower Party in accordance with their
respective terms; and 
  
 (e) No Default or Event
of Default exists. 
  








 5. Reference to and Effect on the Loan Documents. Upon the effectiveness of this Amendment, on and
after the date hereof each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the
“Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. 
  
 6. Costs, Expenses and Taxes. Borrowers agree to pay on demand all
out-of-pocket expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including, but not limited to, the reasonable fees and disbursements of counsel for the Administrative
Agent. 
  
 7. Governing Law. This Amendment shall be
construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof, except to the extent otherwise provided in the Loan Documents. 
  
 8. Loan Document. This Amendment shall be deemed to be a Loan Document
for all purposes. 
  
 9. Counterparts. This Amendment may
be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Amendment in any judicial proceeding, it shall
not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original
signature hereto. 
  
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blank] 
  








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly
authorized officers in Atlanta, Georgia, all as of the day and year first above written. 
  

											
	 BORROWERS:
	 	 	 	 OXFORD INDUSTRIES, INC., as a Borrower,

					
	 	 	 	 	 	 	By:	 	/s/ J. Reese Lanier, Jr.
	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Senior Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest:
	 	  /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President, General Counsel and Secretary

			
	 	 	 	 	 OXFORD OF SOUTH CAROLINA, INC., as a Borrower

					
	 	 	 	 	 	 	By:	 	/s/ J. Reese Lanier, Jr.
	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest: 
	 	 /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Secretary

			
	 	 	 	 	 VIEWPOINT INTERNATIONAL, INC., as a Borrower

					
	 	 	 	 	 	 	By:	 	/s/ J. Reese Lanier, Jr.
	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest: 
	 	 /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name:
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Secretary

			
	 GUARANTORS:
	 	 	 	 LIONSHEAD CLOTHING COMPANY, a Delaware corporation

					
	 	 	 	 	 	 	By:	 	/s/ J. Reese Lanier, Jr.
	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest: 
	 	 /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Secretary


  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









											
	 	 	 	 	 MERONA INDUSTRIES, INC., a Delaware corporation

					
	 	 	 	 	 	 	By:	 	/s/ J. Reese Lanier, Jr.
	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest: 
	 	 /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Secretary

			
	 	 	 	 	 OXFORD CARRIBBEAN, INC., a Delaware corporation

					
	 	 	 	 	 	 	By:	 	/s/ J. Reese Lanier, Jr.
	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest: 
	 	 /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Secretary

			
	 	 	 	 	 BEN SHERMAN CLOTHING, INC., a Georgia corporation

					
	 	 	 	 	 	 	By:	 	/s/ J. Reese Lanier, Jr.
	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest: 
	 	 /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Secretary

			
	 	 	 	 	 OXFORD GARMET, INC., a Delaware corporation

					
	 	 	 	 	 	 	By:	 	/s/ J. Reese Lanier, Jr.
	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest: 
	 	 /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Secretary


  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









											
	 	 	 	 	 OXFORD INTERNATIONAL, INC., a Georgia corporation

					
	 	 	 	 	 	 	By:	 	 /s/ J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

					
	 	 	 	 	 	 	 Attest: 
	 	 /s/ Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Secretary

			
	 	 	 	 	 TOMMY BAHAMA R&R HOLDINGS, INC., a Delaware corporation

					
	 	 	 	 	 	 	By:	 	 /s/ J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

			
	 	 	 	 	 TOMMY BAHAMA BEVERAGES, LLC, a Delaware limited liability company

					
	 	 	 	 	 	 	By:	 	Tommy Bahama R & R Holdings, Inc., a Delaware corporation, as its sole member
					
	 	 	 	 	 	 	By:	 	 /s/ J. Reese Lanier, Jr.

	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer

			
	 	 	 	 	 TOMMY BAHAMA TEXAS BEVERAGES, LLC, a Texas limited liability company

					
	 	 	 	 	 	 	By:	 	Tommy Bahama Beverages, LLC, a Delaware limited liability company, as its sole member
						
	 	 	 	 	 	 	 	 	 By:
	 	Tommy Bahama R & R Holdings, Inc., a Delaware corporation, as its sole member
					
	 	 	 	 	 	 	 By:
	 	 /s/ J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 	 	 	 	 	 	 Title:
	 	 Vice President and Treasurer


  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	PIEDMONT APPAREL CORPORATION,
a Delaware corporation
		
	By:	 	 /s/ J. Reese Lanier, Jr.

	 	 	 Name: 
	 	 J. Reese Lanier, Jr.

	 	 	 Title: 
	 	 Vice President and Treasurer

		
	Attest: 	 	/s/ Dominic C. Mazzone
	 	 	 Name: 
	 	 Dominic C. Mazzone

	 	 	 Title: 
	 	 Vice President and Secretary



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









											
	 LENDER GROUP:
	 	 	 	SUNTRUST BANK, as the Administrative Agent, an Issuing Bank and a Lender
					
	 	 	 	 	 	 	By: 	 	 /s/ Patrick M. Stevens

	 	 	 	 	 	 	 	 	 Name: 
	 	 Patrick M. Stevens

	 	 	 	 	 	 	 	 	 Title: 
	 	 Vice President


  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	BANK OF AMERICA, N.A., as a Lender and an Issuing Bank
		
	By: 	 	/s/    Douglas J. Bolt
	 	 	 Name: 
	 	 Douglas J. Bolt

	 	 	 Title: 
	 	 Vice President



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as a Lender

		
	By: 	 	/s/ C. Mark Smith
	 	 	 Name: 
	 	 C. Mark Smith

	 	 	 Title: 
	 	 Duly Authorized Signatory



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	HSBC BUSINESS CREDIT (USA) INC., as a Lender
		
	By: 	 	/s/    Dan Burb
	 	 	 Name: 
	 	 Dan Burb

	 	 	 Title: 
	 	 Vice President



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	JPMORGAN CHASE BANK, as a Lender
		
	By: 	 	/s/    James A. Knight
	 	 	 Name: 
	 	 James A. Knight

	 	 	 Title: 
	 	 Vice President



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	 SHANGHAI COMMERCIAL BANK LTD., as a Lender
 and an Issuing Bank

		
	By: 	 	/s/ Timothy Chan
	 	 	 Name: 
	 	 Timothy Chan

	 	 	 Title: 
	 	 VPOX Manager

		
	By: 	 	/s/ Chin N. Wu
	 	 	 Name: 
	 	 Chin N. Wu

	 	 	 Title: 
	 	 AVP



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	 THE CIT GROUP/COMMERCIAL SERVICES, INC.,
 as a Lender

		
	By: 	 	/s/ William Johannesen
	 	 	 Name: 
	 	 William Johannesen

	 	 	 Title: 
	 	 Vice President



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and an Issuing Bank
		
	By: 	 	/s/ Anne L. Sayles
	 	 	 Name: 
	 	 Anne L. Sayles

	 	 	 Title: 
	 	 Senior Vice President



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	 HSBC BANK USA, NATIONAL ASSOCIATION
 (formerly HSBC Bank USA), as an Issuing Bank

		
	By: 	 	/s/ Barbara Baltas
	 	 	 Name: 
	 	 Barbara Baltas

	 	 	 Title: 
	 	 FVP



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
  









					
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By: 	 	/s/ James A. Fink
	 	 	 Name: 
	 	 James A. Fink

	 	 	 Title: 
	 	 Managing Director



  
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT