EXHIBIT 4-C-5

                            HARTMARX CORPORATION

          FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
                     AND CERTAIN COLLATERAL DOCUMENTS


            This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
AND CERTAIN COLLATERAL DOCUMENTS (this "Amendment") is dated as of August
31, 2001 and entered into by and among HARTMARX CORPORATION, a Delaware
corporation ("Borrower"), the LENDERS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually referred to as a "Lender" and collectively as
"Lenders"), GENERAL ELECTRIC CAPITAL CORPORATION, as Managing Agent and
Collateral Agent for Lenders ("Managing Agent"), and THE BANK OF NEW YORK
and BANK OF AMERICA, N.A., as co-agents (collectively, the "Co-Agents"),
and, for purposes of Section 4 hereof, the GUARANTORS IDENTIFIED ON THE
SIGNATURE PAGES HEREOF (collectively the "Guarantors"), and is made with
reference to that certain Amended and Restated Credit Agreement dated as of
August 18, 1999 among Borrower, Lenders, Managing Agent and Co-Agents (as
amended, the "Credit Agreement"; capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement). Unless otherwise indicated, Section and subsection references
contained herein shall be to the corresponding Sections and subsections of
the Credit Agreement.

                                  RECITALS

            WHEREAS, Borrower has requested that Requisite Lenders amend
certain provisions of the Credit Agreement to add a new Tranche C Term Loan
facility in the aggregate original principal amount of $15,000,000 under
the Credit Agreement to be made available to Borrower as provided herein;

            WHEREAS, Borrower and Requisite Lenders desire, subject to the
terms and conditions set forth herein, to amend the Credit Agreement to (i)
provide an additional Tranche C Term Loan facility to be maintained as
Tranche C Term Loans available to Borrower as provided herein, (ii) amend
certain definitions, provisions and covenants related thereto, and (iii)
make certain other amendments as set forth below;

            NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto
agree as follows:

Section 1.    AMENDMENTS TO THE CREDIT AGREEMENT AND CERTAIN
              COLLATERAL DOCUMENTS AND RELATED MATTERS

1.1   Amendments to Section 1 of the Credit Agreement:  Definitions
      -------------------------------------------------------------

      A.  Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order:

            "Fifth Amendment" shall mean that certain Fifth Amendment to
Amended and Restated Credit Agreement and Certain Collateral Documents
dated as of August 31, 2001 by and among Borrower, Managing Agent,
Co-Agents and Lenders.

            "Fifth Amendment Effective Date" shall have the meaning set
forth in the Fifth Amendment.

            "Initial Tranche C Term Lender" means General Electric Capital
Corporation.

            "Non-Tranche C Term Lenders" means each Lender other than a
Tranche C Term Lender.

            "Tranche C Term Lenders" means, on the Fifth Amendment
Effective Date, the Initial Tranche C Term Lender, together with its
successors and permitted assigns pursuant to subsection 10.1.

            "Tranche C Term Loans" means the Loans made by Tranche C Term
Lenders to Borrower pursuant to subsection 2.1A(iv).

            "Tranche C Term Notes" means (i) the promissory notes of
Borrower issued pursuant to subsection 2.1D(iv) on the Fifth Amendment
Effective Date and (ii) any promissory notes issued by Borrower pursuant to
the last sentence of subsection 10.1B(i) in connection with assignments of
the Tranche C Term Loans of any Tranche C Term Lenders, in each case
substantially in the form of Exhibit IV-C annexed hereto.

      B.   Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting the definitions of "Asset Sale," "Loans," and "Notes" in their
entirety and substituting the following therefor:

            "Asset Sale" means the sale by Borrower or any of its
Subsidiaries to any Person other than Borrower or any of its wholly-owned
Subsidiaries of (i) any of the capital stock of any of their respective
Subsidiaries, (ii) substantially all of the assets of any division or line
of business or product brands of Borrower or any of its Subsidiaries, or
(iii) any other assets (whether tangible or intangible) of Borrower or any
of its Subsidiaries outside of the ordinary course of business, including
the sale of machinery or equipment which is obsolete or is no longer useful
in its business.

            "Loans" means (i) with respect to the period prior to the
Restatement Effective Date, the Existing Loans, (ii) thereafter but prior
to the Fifth Amendment Effective Date, one or more of the Tranche A
Revolving Loans, the Tranche B Revolving Loans or Swing Line Loans or any
combination thereof, and (iii) as of and after the Fifth Amendment
Effective Date, one or more of the Tranche A Revolving Loans, the Tranche B
Revolving Loans, Swing Line Loans or Tranche C Term Loans or any
combination thereof.

            "Notes" means one or more of the Tranche A Revolving Notes, the
Tranche B Revolving Notes, the Swing Line Notes or the Tranche C Term Notes
or any combination thereof.

      C.  Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting the definition of "Refinancing Surplus" in its entirety.

1.2   Amendment to Subsection 2.1 of the Credit Agreement:
      Commitments; Loans; Notes
      ---------------------------------------------------

      A.   Subsection 2.1A of the Credit Agreement is hereby amended deleting
the "." at the end of the first paragraph and substituting therefor the
following phrase "and each Tranche C Term Lender hereby agrees to make the
Tranche C Term Loans described in subsection 2.1A(iv)."

      B.   Subsection 2.1A of the Credit Agreement is hereby further amended
by adding the following clause (iv) at the end thereof:

              "(iv) The Initial Tranche C Term Lender hereby agrees to
              lend to Borrower on the Fifth Amendment Effective Date
              the Tranche C Term Loans, to be used for the purposes set
              forth in subsection 2.5A. The aggregate principal amount
              of the Tranche C Term Loans is $15,000,000. The Tranche C
              Term Loans of the Initial Tranche C Term Lender shall be
              adjusted to give effect to any assignments of the Tranche
              C Term Loans pursuant to subsection 10.1B. Borrower may
              make only one borrowing of Tranche C Term Loans pursuant
              to this subsection 2.1A(iv), which shall be made on the
              Fifth Amendment Effective Date. Amounts borrowed under
              this subsection 2.1A(iv) and subsequently repaid or
              prepaid may not be reborrowed. No amendment,
              modification, termination or waiver of any provision of
              this Agreement which: (i) reduces the principal amount of
              any of the Tranche C Term Loans, (ii) changes in any
              manner this subsection 2.1A(iv), (iii) postpones the
              scheduled final maturity date of any of the Tranche C
              Term Loans, (iv) postpones the date on which any interest
              is payable with respect to the Tranche C Term Loans, or
              (v) decreases the interest rate borne by any of the
              Tranche C Term Loans (other than any waiver of any
              increase in the interest rate applicable to any of the
              Tranche C Term Loans pursuant to subsection 2.2E) shall
              be effective unless evidenced by a writing signed by or
              on behalf of each Lender and by each Tranche C Term
              Lender adversely affected thereby. Borrower agrees to pay
              to each Tranche C Term Lender such fees in the amounts
              and at the times separately agreed upon in a side letter
              between Borrower and the Initial Tranche C Term Lender in
              connection with the prepayment of the Tranche C Term
              Loans."

      C. Subsection 2.1B of the Credit Agreement is hereby amended by
deleting the first paragraph therefrom in its entirety and substituting the
following paragraph therefor:

                  "B. Borrowing Mechanics. Loans made on any Funding Date
         (other than Tranche A Revolving Loans made pursuant to a request
         by Swing Line Lender pursuant to subsection 2.1A(iii) for the
         purpose of repaying any Refunded Swing Line Loans or Loans made
         pursuant to subsection 3.3B for the purpose of reimbursing Issuing
         Lender for the amount of a drawing under a Letter of Credit issued
         by it and other than for Revolving Loans which constitute Rollover
         Borrowings in accordance with subsection 4.4) shall be in an
         aggregate minimum amount of $1,000,000 and integral multiples of
         $1,000,000 in excess of that amount; provided that (a) Loans made
         on any Funding Date as LIBOR Rate Loans with a particular Interest
         Period shall be in an aggregate minimum amount of $5,000,000 and
         integral multiples of $1,000,000 in excess of that amount, (b)
         Swing Line Loans made on any Funding Date (other than Swing Line
         Loans made in accordance with the final sentence of the first
         paragraph of subsection 2.1A(iii)) shall be in an aggregate
         minimum amount of $100,000 and integral multiples of $1,000 in
         excess of that amount and (c) Tranche C Term Loans made on the
         Fifth Amendment Effective Date shall be in an aggregate amount of
         $15,000,000. Rollover Borrowings may be in any amount up to the
         maximum amount permitted pursuant to subsection 4.4 as of the
         applicable Funding Date. Whenever Borrower desires that Swing Line
         Lender make a Swing Line Loan, it shall deliver to Managing Agent
         a Notice of Borrowing no later than 12:00 Noon (New York time) on
         the proposed Funding Date which may be delivered by courier or
         telecopy. Whenever Borrower desires that Lenders make Revolving
         Loans it shall deliver a Notice of Borrowing to Managing Agent
         which may be delivered by courier or telecopy no later than 12:00
         Noon (New York time) at least three Business Days in advance of
         the proposed Funding Date (in the case of a LIBOR Rate Loan), or
         at least one Business Day in advance of the proposed Funding Date
         (in the case of an Index Rate Loan in excess of $10,000,000 in the
         aggregate) or no later than 11:00 A.M. (New York time) on the
         proposed Funding Date (in the case of an Index Rate Loan of
         $10,000,000 or less in the aggregate and, in such case, Borrower
         shall concurrently deliver a copy of such Notice of Borrowing to
         each Lender which copy may be delivered by courier or telecopy).
         Whenever Borrower desires that Lenders make Revolving Loans
         constituting Rollover Borrowings, it shall deliver to Managing
         Agent (and shall deliver to Lenders concurrently, a copy, which
         may be delivered by courier or telecopy), of a Notice of Borrowing
         (with appropriate insertions) no later than 11:00 A.M. (New York
         time) on the proposed Funding Date. Tranche C Term Loans may only
         be made on the Fifth Amendment Effective Date. If Borrower desires
         that Tranche C Term Lenders make Tranche C Term Loans, it shall
         deliver to Managing Agent a Notice of Borrowing no later than one
         Business Day in advance of the Fifth Amendment Effective Date (or
         at such later time as the Initial Tranche C Lender may agree). The
         Notice of Borrowing shall specify (i) the proposed Funding Date
         (which shall be a Business Day, and in the case of Tranche C Term
         Loans, shall be the Fifth Amendment Effective Date), (ii) the
         amount of Loans requested (which shall be, with respect to Tranche
         C Term Loans, equal to $15,000,000), (iii) in the case of Swing
         Line Loans, Revolving Loans made on the Restatement Effective
         Date, Revolving Loans which are Rollover Borrowings and Tranche C
         Term Loans, that such Loans shall be Index Rate Loans, (iv) in the
         case of Revolving Loans not made on the Restatement Effective Date
         or which are not Rollover Borrowings, whether such Loans shall be
         Index Rate Loans or LIBOR Rate Loans, and (v) in the case of any
         Loans requested to be made as LIBOR Rate Loans, the initial
         Interest Period requested therefor. Revolving Loans (which are not
         Rollover Borrowings) may be continued as or converted into Index
         Rate Loans and LIBOR Rate Loans in the manner provided in
         subsection 2.2D. In lieu of delivering the above-described Notice
         of Borrowing, Borrower may give Managing Agent telephonic notice
         by the required time of any proposed borrowing under this
         subsection 2.1B; provided that such notice shall be promptly
         confirmed in writing by delivery of a Notice of Borrowing to
         Managing Agent which may be delivered by courier or telecopy."

      D.  Subsection 2.1C of the Credit Agreement is hereby amended by
adding the following paragraph immediately after the end of the first
paragraph thereof:

                  "The Tranche C Term Loans under this Agreement shall be
         made by the Initial Tranche C Term Lender. Promptly after receipt
         by Managing Agent of a Notice of Borrowing pursuant to subsection
         2.1B (or telephonic notice in lieu thereof), Managing Agent shall
         notify the Initial Tranche C Term Lender of the proposed
         borrowing. The Initial Tranche C Term Lender shall make the
         aggregate amount of the Tranche C Term Loans available to Managing
         Agent not later than 2:00 P.M. (New York time) on the Fifth
         Amendment Effective Date, in immediately available funds, at the
         Payment Office. Immediately upon receipt of such proceeds of the
         Tranche C Term Loans, Managing Agent shall apply such proceeds in
         accordance with subsections 2.4A(i) and 2.5A."

      E. Subsection 2.1D of the Credit Agreement is hereby amended by
adding the following sentence after the second sentence thereof:

              "On the Fifth Amendment Effective Date, Borrower shall
              execute and deliver to the Initial Tranche C Term Lender
              (or to Managing Agent for that Lender) a Tranche C Term
              Note, substantially in the form of Exhibit IV-C annexed
              hereto, to evidence that Tranche C Term Lender's Tranche
              C Term Loans."

1.3   Amendments to Subsection 2.2 of the Credit Agreement:
      Interest on the Loans
      ----------------------------------------------------

      A. Subsection 2.2A of the Credit Agreement is hereby amended by
adding the following paragraph at the end thereof:

            "Each Tranche C Term Loan shall bear interest on the unpaid
      principal amount thereof from the date made through maturity (whether
      by acceleration or otherwise) at a rate determined by reference to
      the Index Rate plus 5.00% per annum. The basis for determining the
      interest rate with respect to any Tranche C Term Loan may not be
      changed at any time, and in no event shall any Tranche C Term Loan
      bear interest at a rate determined by reference to the Adjusted LIBOR
      Rate."

      B. Subsection 2.2D of the Credit Agreement is hereby amended by
deleting all references to "Loans" therein (other than references to "LIBOR
Rate Loans" and "Index Rate Loans" contained therein) and substituting
"Revolving Loans" therefor.

1.4   Amendment to Subsection 2.4 of the Credit Agreement: Prepayments and
      Reductions in Commitments; General Provisions Regarding Payments
      --------------------------------------------------------------------

      A. Subsection 2.4A(iii) of the Credit Agreement is hereby amended by
deleting clauses (a) and (b) in their entirety and substituting the
following therefor:

            "(a) Prepayments and Reductions from Asset Sales. Subject to
      subsection 2.4A(iii)(d), immediately upon receipt by Borrower or any
      of its Subsidiaries of Cash Proceeds of Net Cash Proceeds of any
      Asset Sale equal to or greater than $100,000 in the aggregate and
      allocable to Accounts, Inventory, cash or other current assets, (i)
      Borrower shall prepay first the Swing Line Loans and the Revolving
      Loans, and second the Tranche C Term Loans in an amount equal to the
      amount of such Net Cash Proceeds which is the highest integral
      multiple of $25,000 and (ii) the Revolving Loan Commitments shall be
      permanently reduced to the extent required by Managing Agent in an
      amount not to exceed the amount of such Net Cash Proceeds (excluding
      Net Cash Proceeds actually applied to repay Tranche C Term Loans).
      Subject to subsection 2.4A(iii)(d), immediately upon receipt by
      Borrower or any of its Subsidiaries of Cash Proceeds of (i) Net Cash
      Proceeds of any Asset Sale equal to or greater than $100,000 in the
      aggregate and not allocable to Accounts, Inventory, cash or other
      current assets, Borrower shall prepay first the Tranche C Term Loans,
      and second the Swing Line Loans and the Revolving Loans in an amount
      equal to the amount of such Net Cash Proceeds which is the highest
      integral multiple of $25,000 and the Revolving Loan Commitments shall
      be permanently reduced to the extent required by Managing Agent in an
      amount not to exceed such Net Cash Proceeds (excluding Net Cash
      Proceeds actually applied to repay Tranche C Term Loans).
      Concurrently with any prepayment of the Loans and/or reduction of the
      Revolving Loan Commitments pursuant to this subsection 2.4A(iii)(a),
      Borrower shall deliver to Managing Agent an Officer's Certificate
      demonstrating the derivation of the Net Cash Proceeds of the
      correlative Asset Sale from the gross sales price thereof and whether
      or not such Net Cash Proceeds are allocable to Accounts, Inventory or
      other current assets. In the event that Borrower shall, at any time
      after receipt of Cash Proceeds of any Asset Sale requiring a
      prepayment of Loans and/or a reduction of the Revolving Loan
      Commitments pursuant to this subsection 2.4A(iii)(a), determine that
      the prepayments and/or reductions of the Loans and/or the Revolving
      Loan Commitments previously made in respect of such Asset Sale were
      in an aggregate amount less than that required by the terms of this
      subsection 2.4A(iii)(a), Borrower shall promptly make an additional
      prepayment of the Loans, and the Revolving Loan Commitments shall be
      permanently reduced, in the manner described above in an amount equal
      to the amount of any such deficit, and Borrower shall concurrently
      therewith deliver to Managing Agent an Officer's Certificate
      demonstrating the derivation of the additional Net Cash Proceeds
      resulting in such deficit. Any mandatory prepayments or reductions of
      the Loans and/or the Revolving Loan Commitments pursuant to this
      subsection 2.4A(iii)(a) shall be applied as specified in subsection
      2.4A(iv).

            (b) Prepayments Due to Refinancing Indebtedness. On any date on
      or after the Fifth Amendment Effective Date of receipt by Borrower or
      any of its Subsidiaries of the proceeds of Refinancing Indebtedness
      (other than Refinancing Indebtedness constituting Liquidity Proceeds
      or constituting Subordinated Indebtedness the proceeds of which are
      used to refinance the Senior Subordinated Notes), Borrower shall
      repay first the Swing Line Loans and the Revolving Loans, and second
      the Tranche C Term Loans in an amount equal to the amount of such
      proceeds, as specified in subsection 2.4A(iv), and the Commitments
      shall be permanently reduced in an amount equal to the amount of such
      proceeds, as specified in subsection 2.4A(iv)."

      B. Subsection 2.4A(iii) of the Credit Agreement is hereby amended
further by adding the following clauses (d) and (e) at the end thereof:

            "(d) Prepayments from Liquidity Proceeds. Immediately upon
      receipt by Borrower of Liquidity Proceeds described in clauses (i),
      (ii) or (iii) of subsection 6.15 prior to January 15, 2002, Borrower
      shall prepay first the Swing Line Loans and the Revolving Loans in an
      amount equal to the lesser of the amount of such Liquidity Proceeds
      and $10,000,000, and second to the Tranche C Term Loans to the extent
      the amount of such Liquidity Proceeds exceeds $10,000,000; provided
      that, Borrower shall not be required to repay Swing Line Loans or
      Revolving Loans pursuant to clause first of this sentence to the
      extent Borrower applies such Liquidity Proceeds that would otherwise
      be required to pay Swing Line Loans and Revolving Loans within three
      (3) Business Days after receipt to redeem or repurchase and retire
      Senior Subordinated Notes. Any mandatory prepayments of the Loans
      pursuant to this subsection 2.4A(iii)(d) shall be applied as provided
      in subsection 2.4A(iv), except that the Revolving Loan Commitments
      will not be reduced as a result of such prepayments."

            (e) Scheduled Payment of Tranche C Term Loans. Borrower shall
      make a principal payment on the Tranche C Term Loans on the date of
      their maturity which shall be the Commitment Termination Date in an
      amount equal to the principal amount of the Tranche C Term Loans
      outstanding at such time."

      C. Subsection 2.4A(iv) of the Credit Agreement is hereby amended by
deleting clause (iv) in its entirety and substituting the following
therefor:

                  "(iv) Application of Reduction of Commitments and
         Prepayments. Any reduction of the Revolving Loan Commitments
         pursuant to subsection 2.4A(ii) or (iii) shall be applied to
         reduce the Tranche A Revolving Loan Commitments and the Tranche B
         Revolving Loan Commitments on a pro rata basis based on the
         aggregate amount of each such Commitment at such time, except to
         the extent otherwise expressly provided therein. Notwithstanding
         anything contained in subsection 2.4A(iii) to the contrary, if an
         Event of Default has occurred and is continuing and Agent has
         received written notice from Borrower or a Lender to such effect,
         any amount required to be applied as a mandatory prepayment of the
         Term C Term Loans shall instead be applied first to repay Swing
         Line Loans and Revolving Loans, second to cash collateralize
         Letters of Credit in accordance with subsection 8.13 and third to
         repay Tranche C Term Loans. Any prepayment of the Swing Line Loans
         and the Revolving Loans shall be applied first to repay any Swing
         Line Loans to the full extent thereof and second to repay Tranche
         A Revolving Loans and Tranche B Revolving Loans which are Index
         Rate Loans on a pro rata basis in accordance with the respective
         outstanding principal amounts thereof at such time, to the full
         extent thereof, and then to repay Tranche A Revolving Loans and
         Tranche B Revolving Loans which are LIBOR Rate Loans on a pro rata
         basis in accordance with the respective outstanding principal
         amounts thereof at such time, in each case in a manner which
         minimizes the amount of any payments required to be made by
         Borrower pursuant to subsection 2.6D."

      D. Subsection 2.4B(iii) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

                  "(iii) Apportionment of Payments. Aggregate principal and
         interest payments shall be apportioned among all outstanding Swing
         Line Loans and Revolving Loans to which such payments relate, in
         each case proportionately to applicable Lenders' respective Pro
         Rata Shares. Aggregate principal and interest payments shall be
         apportioned among all outstanding Tranche C Term Loans to which
         such payments relate, in each case proportionately to applicable
         Tranche C Term Lenders' respective percentage shares of the
         Tranche C Term Loans. Managing Agent shall promptly distribute to
         each applicable Lender, at its primary address set forth below its
         name on the appropriate signature page hereof or at such other
         address as such Lender may request, its Pro Rata Share or share of
         the Tranche C Term Loans, as the case may be, of all such payments
         received by Managing Agent and the commitment fees of such Lender,
         if applicable, when received by Managing Agent pursuant to
         subsection 2.3. Notwithstanding the foregoing provisions of this
         subsection 2.4B(iii), if, pursuant to the provisions of subsection
         2.6C, any Notice of Conversion/Continuation is withdrawn as to any
         Affected Lender or if any Affected Lender makes Index Rate Loans
         in lieu of its Pro Rata Share of any LIBOR Rate Loans, Managing
         Agent shall give effect thereto in apportioning payments received
         thereafter."

1.5   Amendment to Subsection 2.5 of the Credit Agreement: Use of Proceeds
      --------------------------------------------------------------------

         Subsection 2.5A of the Credit Agreement is hereby amended by
adding the following sentence at the end thereof:

              "The proceeds of the Tranche C Term Loans shall be
              applied by Borrower to repay Revolving Loans without any
              reduction of the Revolving Loan Commitments."

1.6   Amendment to Subsection 2.9 of the Credit Agreement: Affected Lenders
      ---------------------------------------------------------------------

      A. Subsection 2.9 of the Credit Agreement is hereby amended by
deleting clauses (b), (c) and (f) in their entirety and substituting the
following therefor:

                  "(b) The replacement Lender shall be a bank or other
         financial institution that is not subject to such increased costs
         which caused Borrower's election to replace any Lender hereunder,
         and each such replacement Lender shall execute and deliver to the
         Managing Agent an Assignment and Acceptance and such other
         documentation satisfactory to the Managing Agent pursuant to which
         such replacement Lender is to become a party hereto, with a
         Commitment (if any), equal to that of the Lender being replaced
         and shall make Loans in the aggregate principal amount equal to
         the aggregate outstanding principal amount of the Loans of the
         Lender being replaced;

                  (c) Upon such execution of such documents referred to in
         clause (b) and repayment of the amount referred to in clause (a),
         the replacement Lender shall be a "Lender" with a Commitment (if
         any), as specified hereinabove and the Lender being replaced shall
         cease to be a "Lender" hereunder, except with respect to such
         provisions under this Agreement, which expressly survive the
         termination of this Agreement as to such replaced Lender;"

                  "(f) If Borrower proposes to replace any Lender pursuant
         to this subsection 2.9 because the Lender seeks reimbursement
         under either subsection 2.6 or 2.7, then it must also replace any
         other Lender who seeks similar levels of reimbursement (as a
         percentage of such Lender's Commitment or share of the Tranche C
         Term Loans, as the case may be) under such subsections; provided
         however that if the amount of the Commitment or applicable share
         of the Tranche C Term Loans, as the case may be, any replacement
         Lender is willing to commit to or assume does not exceed the
         aggregate of the Commitments or share of the Tranche C Term Loans,
         as the case may be, of each such Lender seeking such
         reimbursement, the Commitment or share of the Tranche C Term
         Loans, as the case may be, of each such Lender seeking
         reimbursement shall be reduced pro rata to the extent of the
         Commitment or share of the Tranche C Term Loans, as the case may
         be, of such replacement Lender."

1.7   Amendments to Section 6 of the Credit Agreement:
      Borrower's Affirmative Covenants
      -----------------------------------------------

      A. Subsection 6.8(i) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

                  "(i) Borrowing Base Certificates. Borrower shall deliver
         to Collateral Agent (with a copy to Lenders promptly thereafter),
         a Borrowing Base Certificate on the second Business Day of every
         week reflecting the Borrowing Base as of the last Business Day of
         the previous week. In addition, Borrower shall deliver to
         Collateral Agent (with a copy to Lenders promptly thereafter), a
         Borrowing Base Certificate on the fifteenth day of each month
         reflecting the Borrowing Base as of the last Business Day of the
         previous month."

      B. Subsection 6.8(ii) of the Credit Agreement is hereby amended by
deleting "Schedule 6.8" therein and substituting "Schedule
6.8(ii)" therefor.

      C. Subsection 6.8(iv)(b) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

            "(b) Collateral Agent, in its reasonable discretion, may review
      or have an outside consultant selected by Collateral Agent review,
      upon reasonable notice and at reasonable times, the quality and
      amount of Inventory; provided that so long as Excess Availability has
      been no less than $35,000,000 for the prior 12 months, such reviews
      shall not occur more frequently than twice in each 12 month period,
      at Borrower's expense; and provided further that in the event that
      Excess Availability has been less than $35,000,000 at any time during
      the prior 12 months, then the amount of reviews allowable in any such
      12 month period shall be increased to four, and the two additional
      reviews, if conducted, shall be at the expense of the Collateral
      Agent."

      D. Subsection 6.8 of the Credit Agreement is hereby amended by adding
the following clause (v) at the end thereof:

            "(v) Borrower shall deliver to Collateral Agent, in form and
      detail satisfactory to Collateral Agent, each daily report listed on
      Schedule 6.8(v), in the manner described on such schedule, and each
      other daily report reasonably requested by Collateral Agent."

      E. Subsection 6.10(B)(iii) of the Credit Agreement is hereby amended
by deleting it in its entirety and substituting the following therefor:

            "(iii) Any payments received by Collateral Agent under this
      subsection 6.10 shall be applied in the following order unless
      Requisite Lenders and Tranche C Term Lenders holding more than 50% of
      the Tranche C Term Loans otherwise elect: (i) any due and payable
      fees, expenses or other charges in respect of the Obligations; (ii)
      any due and payable interest payments on the Loans (with application
      to Swing Line Loans first, Tranche B Revolving Loans, second, Tranche
      A Revolving Loans third and Tranche C Term Loans fourth); (iii)
      principal payments on the Loans (whether or not due and payable (with
      application to Swing Line Loans first, Tranche B Revolving Loans
      second, Tranche A Revolving Loans third and Tranche C Term Loans
      fourth); and (iv) other due and payable Obligations or to
      collateralize Letters of Credit to the extent required hereunder;
      provided, however, that principal and interest on any LIBOR Rate
      Loans shall not be required to be paid to the extent that any such
      payment will result in the incurrence of any increased costs pursuant
      to subsection 2.6, as long as at such time, no Event of Default or
      Potential Event of Default shall have occurred or be continuing and
      Borrower would be entitled to borrow LIBOR Rate Loans hereunder upon
      submission of an appropriate Notice of Borrowing therefor; provided
      further that to the extent that Borrower is not able to borrow LIBOR
      Rate Loans at such time as set forth above, any such amounts shall be
      applied to pay outstanding LIBOR Rate Loans in accordance with this
      subsection 6.10 but, unless an Acceleration shall have occurred,
      Borrower shall not be required to pay any increased costs pursuant to
      subsection 2.6 which may result therefrom."

      F. Subsection 6.14A(iv) of the Credit Agreement is hereby amended by
deleting "clause (iv) or (v) above" and substituting "clause (ii) or (iii)
above" therefor.

      G. Subsection 6.15 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

            "On or prior to October 15, 2001, Borrower shall have received
      $15,000,000 in Tranche C Term Loans and not less than $10,000,000 of
      net cash proceeds from any of the following transactions in the
      aggregate (such proceeds in the aggregate, received from such
      sources, whether received on, prior to or after such date and prior
      to January 15, 2002, being the "Liquidity Proceeds"): (i)
      Indebtedness secured by Liens on any of the properties listed in
      Exhibit B to the Third Amendment permitted under subsection 7.1(xv)
      hereof, (ii) the sale of the capital stock of Austin Reed or other
      Asset Sales permitted under subsection 7.7 hereof, (iii) the issuance
      by Borrower of its common or preferred equity securities; provided
      that any transactions described in clause (i) above be consummated on
      or prior to September 30, 2001, and all net cash proceeds from all
      transactions described in this subsection 6.15 shall be immediately
      applied to repay Loans in accordance with this Agreement or to
      repurchase or redeem the Senior Subordinated Notes in accordance with
      subsection 7.5(viii) and subsection 2.4A(iii) of this Agreement."

      H. Subsection 6.15 of the Credit Agreement is hereby amended by
adding the following paragraph after the second paragraph thereof:

                  "On or prior to September 17, 2001, Borrower shall, and
         shall cause its Subsidiaries that are Credit Parties to, (i) enter
         into a security agreement that amends and restates the Pledge and
         Security Agreement and Equipment Security Agreement and which is
         in form and substance satisfactory to Collateral Agent (the
         "Amended and Restated Security Agreement"); (ii) enter into an
         intercompany note security agreement that amends and restates the
         Intercompany Note and Security Agreement and the Intercompany Note
         Equipment Security Agreement and which is in form and substance
         satisfactory to the Collateral Agent (the "Amended and Restated
         Intercompany Note Security Agreement"), (iii) deliver satisfactory
         evidence that each Credit Party shall have taken or caused to be
         taken such actions in such a manner so that Collateral Agent has a
         valid and perfected first priority security interest (subject to
         the Liens permitted under the Credit Agreement) as of such date in
         the entire Collateral granted by such Credit Parties located in
         the United States (to the extent required by the Amended and
         Restated Security Agreement, the Amended and Restated Intercompany
         Note Security Agreement and Collateral Documents related thereto)
         and Borrower shall have (or shall have upon the filing of the
         financing statements delivered to Collateral Agent on or prior to
         such date) a valid and perfected second priority security interest
         (subject to the Liens permitted hereunder) in the entire
         Collateral granted by such Credit Parties located in the United
         States (to the extent required by the Amended and Restated
         Security Agreement, the Amended and Restated Intercompany Note
         Security Agreement and the Collateral Documents related thereto);
         and (iv) deliver to Collateral Agent an opinion of counsel (which
         counsel shall be satisfactory to Collateral Agent) with respect to
         the execution, delivery and enforceability of, and the creation
         and perfection of such security interests contemplated by, the
         Amended and Restated Security Agreement and the Amended and
         Restated Intercompany Note Security Agreement and such other
         matters as the Collateral Agent may reasonably request, in each
         case in form and substance reasonably satisfactory to the
         Collateral Agent."

1.8   Amendments to Section 7 of the Credit Agreement:
      Borrower's Negative Covenants
      -----------------------------------------------

            Subsection 7.1(xii) of the Credit Agreement is hereby amended
by deleting "Refinancing Surplus" appearing in the second proviso therein
and substituting "Refinancing Indebtedness" therefor.

1.9   Amendments to Section 8 of the Credit Agreement: Events of Default
      ------------------------------------------------------------------

            The paragraph after subsection 8.13 of the Credit Agreement is
hereby amended by (i) deleting the "." at the end of clause (ii) thereof
and substituting therefor ", and"; and (ii) adding a new clause (iii) at
the end thereof as follows:

                  "(iii) if (a) all or any portion of the amounts described
         in clause (ii) above has been declared due and payable or any
         obligation of any Lender described in clause (ii) has terminated
         or (b) if no Swing Line Loans or Revolving Loans are then
         outstanding and no Letters of Credit are then issued but undrawn,
         then Agent shall, upon the written request of any Tranche C Term
         Lender, by written notice to Borrower, declare all or any portion
         of the unpaid principal amount of and accrued interest on its
         Tranche C Term Loans to be, and the same shall forthwith become,
         immediately due and payable to the extent that such amounts have
         not already been declared due and payable under clause (ii) above,
         and the obligation of each Lender to make any Loan, the obligation
         of Issuing Lender to issue any Letter of Credit and the right of
         Issuing Lender to issue any Letter of Credit shall thereupon
         terminate; provided that the foregoing shall not affect in any way
         the obligations of Lenders under subsection 3.3C(i) to purchase
         participations in any unreimbursed Letters of Credit or the
         obligations of Lenders to purchase participations in any unpaid
         Swing Line Loans as provided in subsection 2.1A(iii)."

1.10  Amendments to Section 9 of the Credit Agreement: Agent
      ------------------------------------------------------

      A. Subsection 9.4 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

         "9.4     Right to Indemnity.
                  ------------------

                  Each Non-Tranche C Term Lender, in proportion to its Pro
         Rata Share, severally agrees to indemnify each Agent, to the
         extent that such Agent shall not have been reimbursed by Borrower,
         for and against any and all liabilities, obligations, losses,
         damages, penalties, actions, judgments, suits, costs, expenses
         (including, without limitation, counsel fees and disbursements) or
         disbursements of any kind or nature whatsoever which may be
         imposed on, incurred by or asserted against such Agent in
         performing its duties hereunder or under the other Loan Documents
         or otherwise in its capacity as Agent in any way relating to or
         arising out of this Agreement or the other Loan Documents;
         provided that no Non-Tranche C Term Lender shall be liable for any
         portion of such liabilities, obligations, losses, damages,
         penalties, actions, judgments, suits, costs, expenses or
         disbursements resulting from such Agent's gross negligence or
         willful misconduct or allocable to the Tranche C Term Loans based
         on the Obligations allocable to the Tranche C Term Loans as
         compared with the Obligations allocable to the Credit Exposure. If
         any indemnity furnished to any Agent for any purpose shall, in the
         opinion of such Agent, be insufficient or become impaired, Agent
         may call for additional indemnity and cease, or not commence, to
         do the acts indemnified against until such additional indemnity is
         furnished.

                  Each Tranche C Term Lender, in proportion to its share of
         the Tranche C Term Loans, severally agrees to indemnify each
         Agent, to the extent that such Agent shall not have been
         reimbursed by Borrower, for and against any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments,
         suits, costs, expenses (including, without limitation, counsel
         fees and disbursements) or disbursements of any kind or nature
         whatsoever which may be imposed on, incurred by or asserted
         against such Agent in performing its duties hereunder or under the
         other Loan Documents or otherwise in its capacity as Agent in any
         way relating to or arising out of this Agreement or the other Loan
         Documents; provided that no Tranche C Term Lender shall be liable
         for any portion of such liabilities, obligations, losses, damages,
         penalties, actions, judgments, suits, costs, expenses or
         disbursements resulting from such Agent's gross negligence or
         willful misconduct or allocable to the Credit Exposure based on
         the Obligations allocable to the Credit Exposure as compared with
         the Obligations allocable to the Tranche C Term Loans. If any
         indemnity furnished to any Agent for any purpose shall, in the
         opinion of such Agent, be insufficient or become impaired, Agent
         may call for additional indemnity and cease, or not commence, to
         do the acts indemnified against until such additional indemnity is
         furnished."

      B. Subsection 9.7 of the Credit Agreement is hereby amended by adding
the following subsection C. at the end thereof as follows:

                  "C. Acknowledgement and Agreement. Borrower, Collateral
         Agent, Requisite Lenders and, by execution of the Fifth Amendment,
         each other Credit Party hereby confirms and agrees that each of
         the Collateral Documents to which it is a party secures, and the
         terms "Secured Obligations," "Guarantied Obligations" (as defined
         in such Collateral Document) or comparable terms contained in such
         Collateral Document that secures or guaranties any Obligations
         shall include all Obligations with respect to the Tranche C Term
         Loans from and after the Fifth Amendment Effective Date. To the
         extent required, each of the Collateral Documents to which any
         party hereto is a party is hereby amended to include said
         obligations within the meaning of the term "Secured Obligations,"
         "Guarantied Obligations" or other comparable terms contained in
         such Collateral Document that secures or guaranties any
         Obligations. Borrower, Collateral Agent, Requisite Lenders and, by
         execution of the Fifth Amendment, each other Credit Party hereby
         confirms that each Collateral Document to which it is a party or
         otherwise bound that secures or guaranties any Obligations and all
         Collateral encumbered thereby and all UCC financing statements
         filed in connection therewith guaranties or secures or otherwise
         supports, as the case may be, to the fullest extent possible the
         payment and performance of all Obligations of every nature with
         respect to the Tranche C Term Notes. Without limiting the
         generality of the foregoing, Borrower, Collateral Agent, Requisite
         Lenders and, by execution of the Fifth Amendment, each other
         Credit Party hereby acknowledges and confirms the understanding
         and intent of such party that, upon the Fifth Amendment Effective
         Date, the definition of "Obligations" includes the obligations of
         Borrower under the Tranche C Term Notes. Borrower, Collateral
         Agent, Requisite Lenders and, by execution of the Fifth Amendment,
         each other Credit Party acknowledges and agrees that each of the
         Loan Documents to which it is a party or otherwise bound shall
         continue in full force and effect and that all of its obligations
         thereunder (as confirmed and/or amended herein) shall be valid and
         enforceable and shall not be impaired or limited by the execution
         or effectiveness of the Fifth Amendment or any future amendment or
         modification of this Agreement or any other Loan Document.

1.11  Amendments to Section 10 of the Credit Agreement: Miscellaneous
      ---------------------------------------------------------------

      A. Subsection 10.1(B) of the Credit Agreement is hereby amended by
deleting the last sentence of clause (i) thereto and substituting the
following therefor:

                  "The Commitments and Loans hereunder shall be modified to
         reflect the Commitment and Loan of such assignee and any remaining
         Commitment or Loan of such assigning Lender and, if any such
         assignment occurs after the issuance of the Notes hereunder, new
         Notes shall, upon surrender of the assigning Lender's Note, be
         issued to the assignee and to the assigning Lender, substantially
         in the form of Exhibit IV, Exhibit IV-A, Exhibit IV-B or Exhibit
         IV-C annexed hereto, as the case may be, with appropriate
         insertions, to reflect the new Commitments and Loans of the
         assignee and the assigning Lender."

      B. Subsection 10.5 of the Credit Agreement is hereby amended by
deleting it in its entirety and
substituting the following therefor:

         "10.5    Ratable Sharing.
                  ---------------

                  Non-Tranche C Term Lenders hereby agree among themselves
         that if any of them shall, whether by voluntary payment, by
         realization upon security, through the exercise of any right of
         set-off or banker's lien, by counterclaim or cross action or by
         the enforcement of any right under the Loan Documents (excluding,
         for this purpose, the Canadian Loan Documents and the Tranche C
         Term Notes) or otherwise, or as adequate protection of a deposit
         treated as cash collateral under the Bankruptcy Code, receive
         payment or reduction of a proportion of the aggregate amount of
         principal, interest, amounts payable in respect of Letters of
         Credit, fees and other amounts then due and owing to that
         Non-Tranche C Term Lender hereunder or under the other Loan
         Documents (excluding, for this purpose, the Canadian Loan
         Documents and the Tranche C Term Notes) (collectively, the
         "Aggregate Revolving Amounts Due" to such Non-Tranche C Term
         Lender) which is greater than the proportion received by any other
         Non-Tranche C Term Lender in respect of the Aggregate Revolving
         Amounts Due to such other Non-Tranche C Term Lender, then the
         Non-Tranche C Term Lender receiving such proportionately greater
         payment shall (i) notify each Agent and each other Non-Tranche C
         Term Lender of the receipt of such payment and (ii) apply a
         portion of such payment to purchase participations without
         recourse except as provided below (which it shall be deemed to
         have purchased from each seller of a participation simultaneously
         upon the receipt by such seller of its portion of such payment) in
         the Aggregate Revolving Amounts Due to the other Non-Tranche C
         Term Lenders so that all such recoveries of Aggregate Revolving
         Amounts Due shall be shared by all Non-Tranche C Term Lenders in
         proportion to the Aggregate Revolving Amounts Due to them;
         provided that if all or part of such proportionately greater
         payment received by such purchasing Non-Tranche C Term Lender is
         thereafter recovered from such Non-Tranche C Term Lender upon the
         bankruptcy or reorganization of Borrower or otherwise, those
         purchases shall be rescinded and the purchase prices paid for such
         participations shall be returned to such purchasing Non-Tranche C
         Term Lender ratably to the extent of such recovery, but without
         interest. Borrower expressly consents to the foregoing arrangement
         and agrees that any holder of a participation so purchased may
         exercise any and all rights of banker's lien, set-off or
         counterclaim with respect to any and all monies owing by Borrower
         to that holder with respect thereto as fully as if that holder
         were owed the amount of the participation held by that holder.

                  Tranche C Term Lenders hereby agree among themselves that
         if any of them shall, whether by voluntary payment, by realization
         upon security, through the exercise of any right of set-off or
         banker's lien, by counterclaim or cross action or by the
         enforcement of any right under the Loan Documents (excluding, for
         this purpose, the Canadian Loan Documents, the Tranche A Revolving
         Notes, the Tranche B Revolving Notes, the Swing Line Notes and the
         Letters of Credit) or otherwise, or as adequate protection of a
         deposit treated as cash collateral under the Bankruptcy Code,
         receive payment or reduction of a proportion of the aggregate
         amount of principal, interest, fees and other amounts then due and
         owing to that Tranche C Term Lender hereunder or under the other
         Loan Documents (excluding, for this purpose, the Canadian Loan
         Documents, the Tranche A Revolving Notes, the Tranche B Revolving
         Notes, the Swing Line Notes and the Letters of Credit)
         (collectively, the "Aggregate Term Amounts Due" to such Tranche C
         Term Lender) which is greater than the proportion received by any
         other Tranche C Term Lender in respect of the Aggregate Term
         Amounts Due to such other Tranche C Term Lender, then the Tranche
         C Term Lender receiving such proportionately greater payment shall
         (i) notify each Agent and each other Tranche C Term Lender of the
         receipt of such payment and (ii) apply a portion of such payment
         to purchase participations without recourse except as provided
         below (which it shall be deemed to have purchased from each seller
         of a participation simultaneously upon the receipt by such seller
         of its portion of such payment) in the Aggregate Term Amounts Due
         to the other Tranche C Term Lenders so that all such recoveries of
         Aggregate Term Amounts Due shall be shared by all Tranche C Term
         Lenders in proportion to the Aggregate Term Amounts Due to them;
         provided that if all or part of such proportionately greater
         payment received by such purchasing Tranche C Term Lender is
         thereafter recovered from such Tranche C Term Lender upon the
         bankruptcy or reorganization of Borrower or otherwise, those
         purchases shall be rescinded and the purchase prices paid for such
         participations shall be returned to such purchasing Tranche C Term
         Lender ratably to the extent of such recovery, but without
         interest. Borrower expressly consents to the foregoing arrangement
         and agrees that any holder of a participation so purchased may
         exercise any and all rights of banker's lien, set-off or
         counterclaim with respect to any and all monies owing by Borrower
         to that holder with respect thereto as fully as if that holder
         were owed the amount of the participation held by that holder."

1.12  Amendments to Exhibits to the Credit Agreement
      ----------------------------------------------

      A. Exhibit I to the Credit Agreement is hereby amended by deleting
said Exhibit I in its entirety and substituting therefor an amended and
restated Exhibit I, Form of Notice of Borrowing, in the form of Annex I
attached hereto.

      B. The Credit Agreement is hereby amended by adding thereto a new
Exhibit IV-C, Form of Tranche C Term  Note, in the form of
Annex II attached hereto.

      C. Exhibit V to the Credit Agreement is hereby amended by deleting
said Exhibit V in its entirety and substituting therefor an amended and
restated Exhibit V, Form of Covenant Compliance Certificate, in the form of
Annex III attached hereto.

      D. Exhibit VIII to the Credit Agreement is hereby amended by deleting
said Exhibit VIII in its entirety and substituting therefor an amended and
restated Exhibit VIII, Form of Assignment and Acceptance, in the form of
Annex IV attached hereto.


1.13  Amendments to Schedules to the Credit Agreement
      -----------------------------------------------

      A. Schedule 6.8 to the Credit Agreement is hereby amended by deleting
said Schedule 6.8 in its entirety and substituting therefor Schedule
6.8(ii), Operating Reports, in the form of Annex V attached hereto.

      B. The Credit Agreement is hereby amended by adding thereto a new
Schedule 6.8(v), Daily Reports, in the form of Annex VI attached hereto.


1.14     Approval of Certain Collateral Documents
         ----------------------------------------

            By their execution and delivery of this Amendment, Requisite
Lenders hereby consent to the form of the Stock Pledge Agreement and the
Intercompany Note Stock Pledge Agreement attached hereto as Annexes VII and
VIII, respectively.


1.15  Intentionally Omitted
      ---------------------


1.16  Daily Inventory Reserve
      -----------------------

            On and after September 15, 2001, Borrower acknowledges and
agrees that the Borrowing Base shall be reduced by a cumulative daily
reserve imposed against Eligible Inventory for each Business Day during the
months of February, March, August, September and October as provided in
this Section 1.16 prior to giving effect to the calculation contemplated by
clause (ii) of the definition of Borrowing Base (the "Daily Inventory
Reserve"). Nothing contained herein shall limit the Collateral Agent's
right, in its reasonable business discretion, to elect to establish
additional or other reserves against Inventory or other Collateral from
time to time pursuant to the Loan Documents or to adjust or otherwise
modify or terminate the reserve described in this Section 1.16.

            The Daily Inventory Reserve imposed in February (the "February
Daily Reserve") shall commence on the earlier of (a) February 15th or (b)
the date on which Borrower delivers the monthly Borrowing Base Certificate
pursuant to subsection 6.8(i) of the Credit Agreement that certifies the
Borrowing Base as of the last day of January (such date, the "February
Start Date") and, as of the February Start Date, shall be equal to the
number of Business Days from and including February 1, through and
including the February Start Date multiplied by $800,000. On each Business
Day from (but excluding) the February Start Date through and including the
last Business Day in February, the February Daily Reserve shall increase by
an additional $800,000, it being understood that the February Daily Reserve
shall also continue to be imposed thereafter (without increasing) until the
date on which Borrower delivers the monthly Borrowing Base Certificate
pursuant to subsection 6.8(i) of the Credit Agreement that certifies the
Borrowing Base as of the last day of February.

            The Daily Inventory Reserve imposed in March (the "March Daily
Reserve") shall commence on the first Business Day in March (such date, the
"March Start Date") and, as of the March Start Date, shall be equal to
$235,000. On each Business Day from (but excluding) the March Start Date
through and including the last Business Day in March, the March Daily
Reserve shall increase by an additional $235,000, it being understood that
the March Daily Reserve shall also continue to be imposed thereafter
(without increasing) until the date on which Borrower delivers the monthly
Borrowing Base Certificate pursuant to subsection 6.8(i) of the Credit
Agreement that certifies the Borrowing Base as of the last day of March.

            The Daily Inventory Reserve imposed in August (the "August
Daily Reserve") shall commence on the earlier of (a) August 15th or (b) the
date on which Borrower delivers the monthly Borrowing Base Certificate
pursuant to subsection 6.8(i) of the Credit Agreement that certifies the
Borrowing Base as of the last day of July (such date, the "August Start
Date") and, as of the August Start Date, shall be equal to the number of
Business Days from and including August 1, through and including the August
Start Date multiplied by $775,000. On each Business Day from (but
excluding) the August Start Date through and including the last Business
Day in August, the August Daily Reserve shall increase by an additional
$775,000, it being understood that the August Daily Reserve shall also
continue to be imposed thereafter (without increasing) until the date on
which Borrower delivers the monthly Borrowing Base Certificate pursuant to
subsection 6.8(i) of the Credit Agreement that certifies the Borrowing Base
as of the last day of August.

            The Daily Inventory Reserve imposed in September (the
"September Daily Reserve") shall commence on the first Business Day in
September (such date, the "September Start Date") except, in the case of
September, 2001 in which case the September Start Date shall be September
15, 2001, and, as of the September Start Date, shall be equal to $300,000,
except that, in the case of September, 2001, as of the September Start
Date, the September Daily Reserve shall be equal to the number of Business
Days from and including September 1, 2001 through and including September
15, 2001 multiplied by $300,000. On each Business Day from (but excluding)
the September Start Date through and including the last Business Day in
September, the September Daily Reserve shall increase by an additional
$300,000, it being understood that the September Daily Reserve shall also
continue to be imposed thereafter (without increasing) until the date on
which Borrower delivers the monthly Borrowing Base Certificate pursuant to
subsection 6.8(i) of the Credit Agreement that certifies the Borrowing Base
as of the last day of September.

            The Daily Inventory Reserve imposed in October (the "October
Daily Reserve") shall commence on the first Business Day in October (such
date, the "October Start Date") and, as of the October Start Date, shall be
equal to $200,000. On each Business Day from (but excluding) the October
Start Date through and including the last Business Day in October, the
October Daily Reserve shall increase by an additional $200,000, it being
understood that the October Daily Reserve shall also continue to be imposed
thereafter (without increasing) until the date on which Borrower delivers
the monthly Borrowing Base Certificate pursuant to subsection 6.8(i) of the
Credit Agreement that certifies the Borrowing Base as of the last day of
October.

Section 2.  CONDITIONS TO EFFECTIVENESS

            Section 1 of this Amendment shall become effective only upon
the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Fifth
Amendment Effective Date"):

      A. On or before the Fifth Amendment Effective Date, Borrower shall
deliver to Lenders (or to Managing Agent for Lenders with sufficient
originally executed copies, where appropriate, for each Lender and its
counsel) the following, each, unless otherwise noted, dated the Fifth
Amendment Effective Date:

            1. Resolutions of the Board of Directors of each Credit Party
approving and authorizing the execution, delivery, and performance of this
Amendment and the Loan Documents executed by such Credit Party in
connection herewith, certified as of the Fifth Amendment Effective Date by
its corporate secretary or an assistant secretary as being in full force
and effect without modification or amendment;

            2. Signature and incumbency certificates of its officers
executing this Amendment and the Loan Documents executed by each Credit
Party in connection herewith; and

            3. Executed copies of this Amendment.

      B. Lenders and their respective counsel shall have received
originally executed copies of one or more favorable written opinions of
Skadden, Arps, Slate, Meagher & Flom (Illinois), counsel for Borrower, in
form and substance reasonably satisfactory to Managing Agent and its
counsel, dated as of the Fifth Amendment Effective Date and setting forth
substantially the matters in the opinions designated in Annex IX to this
Amendment, with respect to the enforceability of this Agreement (as
hereinafter defined) and as to such other matters as Managing Agent acting
on behalf of Lenders may reasonably request.

      C. On or before the Fifth Amendment Effective Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously
found acceptable by Managing Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Managing Agent and
such counsel, and Managing Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as
Managing Agent may reasonably request.

      D. On or before the Fifth Amendment Effective Date, Managing Agent
and Requisite Lenders shall have delivered to Managing Agent an executed
original or telefacsimile of a counterpart of this Amendment and the Loan
Documents executed by Managing Agent in connection herewith.

      E. On or before the Fifth Amendment Effective Date, Borrower shall
have paid to the Initial Tranche C Term Lender such fees in the amounts and
at the times separately agreed upon in a side letter between Borrower and
the Initial Tranche C Term Lender in connection with the making of the
Tranche C Term Loans.


Section 3.  REPRESENTATIONS AND WARRANTIES

            In order to induce Lenders to enter into this Amendment,
Borrower represents and warrants to Lenders that after giving effect to
this Amendment in the manner contemplated by Section 2 of this Amendment,
each of the following is true and correct:

            (a) no event has occurred and is continuing which constitutes
      an Event of Default or Potential Event of Default;

            (b) the representations and warranties of Borrower and the
      other Credit Parties contained in the Credit Agreement and the other
      Loan Documents are true and correct in all material respects on and
      as of the date hereof and as of the Fifth Amendment Effective Date to
      the same extent as though made on and as of the date hereof and as of
      the Fifth Amendment Effective Date except to the extent such
      representations and warranties specifically relate to an earlier
      date, in which case they are true and correct in all material
      respects as of such earlier date;

            (c) Borrower and the Guarantors have all requisite corporate
      power and authority to enter into this Amendment, to consummate the
      transactions contemplated by this Amendment and the transactions
      contemplated by, and perform its obligations under, the Credit
      Agreement and the other Loan Documents;

            (d) the execution of this Amendment, and the consummation of
      the transactions contemplated by this Amendment, have been duly
      authorized by all necessary corporate action on the part of Borrower
      and the Guarantors; and

            (f) the execution and delivery by Borrower and the Guarantors
      of this Amendment, and the consummation of the transactions
      contemplated by this Amendment by Borrower and the Guarantor, does
      not and will not (i) violate any provision of any law or any
      governmental rule or regulation applicable to Borrower, the
      Guarantors or any of their respective Subsidiaries, any constating
      documents of Borrower, the Guarantors or any order, judgment or
      decree of any court or other agency of government binding on
      Borrower, the Guarantors or any or their respective Subsidiaries,
      (ii) conflict with, result in a breach of or constitute (with due
      notice or lapse of time or both) a default under any Contractual
      Obligation of Borrower, the Guarantors or any of their respective
      Subsidiaries, (iii) result in or require the creation or imposition
      of any Lien upon any of the properties or assets of Borrower, the
      Guarantors or any of their respective Subsidiaries (other than any
      Liens created under any of the Loan Documents in favor of Collateral
      Agent on behalf of Lenders), or (iv) require any approval of
      stockholders or any approval or consent of any Person under any
      Contractual Obligation of Borrower, the Guarantors or any of their
      respective Subsidiaries.


Section 4.  GUARANTORS

            Each of the Guarantors, Collateral Agent and Requisite Lenders
confirms and agrees that each of the Collateral Documents to which it is a
party and the terms "Secured Obligations," "Guarantied Obligations" (as
defined in such Collateral Document) or comparable terms contained in such
Collateral Document that secures or guaranties any Obligations shall
include all Obligations with respect to the Tranche C Term Loans from and
after the Fifth Amendment Effective Date. To the extent required, each of
the Collateral Documents to which any Guarantor is a party is hereby
amended to include said obligations within the meaning of the term "Secured
Obligations," "Guarantied Obligations" or other comparable terms contained
in such Collateral Document that secures or guaranties any Obligations.
Each of the Guarantors, Collateral Agent and Requisite Lenders confirms
that each Collateral Document to which it is a party or otherwise bound
that secures or guaranties any Obligations and all Collateral encumbered
thereby and all UCC financing statements filed in connection therewith
guaranties or secures or otherwise supports, as the case may be, to the
fullest extent possible the payment and performance of all Obligations of
every nature with respect to the Tranche C Term Notes. Without limiting the
generality of the foregoing, each of the Guarantors acknowledges and
confirms the understanding and intent of such Guarantor that, upon the
Fifth Amendment Effective Date, the definition of "Obligations" includes
the obligations of Borrower under the Tranche C Term Notes. Each of the
Guarantors, Collateral Agent and Requisite Lenders consents to this
Amendment and acknowledges and agrees that each of the Loan Documents to
which it is a party or otherwise bound shall continue in full force and
effect and that all of its obligations thereunder (as confirmed and/or
amended herein) shall be valid and enforceable and shall not be impaired or
limited by the execution or effectiveness of this Amendment or any future
amendment or modification of this Agreement or any other Loan Document.

Section 5. MISCELLANEOUS

   References to and Effect on the Credit Agreement and Other Loan Documents
   -------------------------------------------------------------------------

      A. On and after the Fifth Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" , "herein"
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;

      B. Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed; and

      C. The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of any
Agent or any Lender under, the Credit Agreement or any of the other Loan
Documents.


5.2   Fees and Expenses
      -----------------

            Borrower acknowledges that all costs, fees and expenses as
described in subsection 10.2 of the Credit Agreement incurred by Managing
Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Borrower.


5.3   Headings
      --------

            Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose or be given any substantive effect.


5.4   Applicable Law
      --------------

            THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES


5.5   Counterparts
      --------------

            This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.

                [Remainder of page intentionally left blank]



            IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


                            BORROWER:

                            HARTMARX CORPORATION

                            By: /s/ Glenn R. Morgan
                                -----------------------------------------
                                Glenn R. Morgan, Executive Vice President
                                and Chief Financial Officer



                        GUARANTORS:

                         HMX Sportswear, Inc. (formerly known as
                           American Apparel Brands, Inc.)
                         Anniston Sportswear Corporation
                         Biltwell Company, Inc.
                         Briar, Inc.
                         Consolidated Apparel Group, Inc.
                         C.M. Clothing, Inc.
                         C.M. Outlet Corp.
                         Chicago Trouser Company, Ltd.
                         Country Miss, Inc.
                         Country Suburbans, Inc.
                         Direct Route Marketing Corporation
                         E-Town Sportswear Corporation
                         Fairwood-Wells, Inc.
                         Gleneagles, Inc.
                         Handmacher Fashions Factory Outlet, Inc.
                         Handmacher-Vogel, Inc.
                         Hartmarx International, Inc.
                         Hart Schaffner & Marx
                         Hart Services, Inc.
                         Thos. Heath Clothes, Inc.
                         TAG Licensing, Inc.
                         Hickey-Freeman Co., Inc.
                         Higgins, Frank & Hill, Inc.
                         Hoosier Factories, Incorporated
                         HSM University, Inc.
                         Intercontinental Apparel, Inc.
                         International Women's Apparel, Inc.
                         Jaymar-Ruby, Inc.
                         JRSS, Inc.
                         Kuppenheimer Men's Clothiers
                         Dadeville, Inc.
                         Men's Quality Brands, Inc.
                         National Clothing Company, Inc.
                         106 Real Estate Corp.
                         Plaid Clothing Company, Inc.
                         Rector Sportswear Corporation
                         Robert's International Corporation
                         SALHOLD, Inc.
                         Seaford Clothing Co.
                         Society Brand, Ltd.
                         Robert Surrey, Inc.
                         Tailored Trend, Inc.
                         Thorngate Uniforms, Inc.
                         Trade Finance International Limited
                         Universal Design Group, Ltd.
                         M. Wile & Company, Inc.
                         Winchester Clothing Company
                         Yorke Shirt Corporation


                         By: /s/ Glenn R. Morgan
                             -------------------------------------------
                                 Glenn R. Morgan
                                 Vice President of each of the foregoing



                         LENDERS:

                         GENERAL ELECTRIC CAPITAL CORPORATION,
                         individually, as Managing Agent and as Collateral Agent

                         By:  /s/ Michael J. McKay
                             ----------------------------------------
                         Name:    Michael J. McKay
                         Title:   Its Duly Authorized Signatory



                         THE BANK OF NEW YORK,
                         individually, as Co-Agent and as Issuing Lender
                         for the Letters of Credit


                         By: /s/ Charlotte Sohn Fulks
                            ----------------------------------------
                         Name:   Charlotte Sohn Fulks
                         Title:  Vice President



                         BANK OF AMERICA, N.A.,
                         individually and as Co-Agent


                         By:
                             ----------------------------------------
                         Name:
                         Title:



                         MANUFACTURERS AND TRADERS TRUST COMPANY


                         By:  /s/  Christopher Kania
                             ----------------------------------------
                         Name:     Christopher Kania
                         Title:    Vice President



                         HARRIS TRUST AND SAVINGS BANK



                         By: /s/ Ronald U. Redd
                             ----------------------------------------
                         Name:   Ronald U. Redd
                         Title:  Vice President



                         THE NORTHERN TRUST COMPANY


                         By: /s/ Nicole D. Boehm
                            ----------------------------------------
                         Name:   Nicole D. Boehm
                         Title:  Second Vice President