First Amendment and Waiver of the Credit Agreement



 Exhibit 10.2 
  
 EXECUTION COPY 
  
 FIRST AMENDMENT AND WAIVER, dated as of November 16, 2004 (this “Amendment and Waiver”), to the Credit Agreement, dated as of
June 28, 2002 (as the same may further be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tommy Hilfiger Corporation, a British Virgin Islands corporation
(“Holdings”), Tommy Hilfiger U.S.A., Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (collectively, the
“Lenders”; individually, a “Lender”), and JPMorgan Chase Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 
  
 W I T N E S S E
T H : 
  
 WHEREAS, the Borrower, the Lenders and the
Administrative Agent are parties to the Credit Agreement; 
  
 WHEREAS, the Borrower has requested that the Lenders waive and amend certain terms in the Credit Agreement in the manner provided for herein; and 
  
 WHEREAS, the Administrative Agent and the Lenders are willing to agree to the requested waiver and amendment, on the terms and conditions provided for
herein; 
  
 NOW, THEREFORE, in consideration of the premises
contained herein, the parties hereto agree as follows: 
  
 1.
Defined Terms. Unless otherwise defined herein, terms which are defined in the Credit Agreement and used herein (and in the recitals hereto) as defined terms are so used as so defined. 
  
 2. Amendments of Section 1.1 (Definitions). Section 1.1 of
the Credit Agreement is hereby amended as follows: 
  
 (a) by adding a new proviso to the end of the definition of “Available Basket” as follows: 
  
 “; provided, however, that, notwithstanding anything to the contrary in this Agreement, during the period from the First Amendment and
Waiver Effective Date until the Borrower and its Subsidiaries and Holdings and the Holdings Subsidiaries are in compliance with Sections 6.1(b), 6.2(c) and 6.2(d) (other then any requirement that any report, certificate or other item be delivered
within 45 days after the end of the fiscal quarter ended September 30, 2004) and Section 6.2(b), the Available Basket may only be used for acquisition investments pursuant to Section 7.7(g), and the aggregate acquisition investments
made pursuant to 7.7(f) and (g) during such period may not exceed $50,000,000 unless otherwise agreed by the Required Lenders (provided, that such acquisition investments shall not be made in or with any Unrestricted Subsidiary);
provided, that any such acquisition investments shall not be made in or with any Unrestricted Subsidiary and provided, further, that any Investments made prior to the First Amendment and Waiver Effective Date shall not be so
limited.” 







 (b) by adding thereto the following definitions in the appropriate alphabetical order:

  
 “Adjusted Current Assets”: any and all cash,
Cash Equivalents, accounts receivable and inventory of Holdings and the Holdings Subsidiaries. 
  
 “Adjusted Current Liabilities”: all current liabilities of Holdings and the Holdings Subsidiaries determined on a consolidated basis in
accordance with GAAP, all outstanding Indebtedness under the Senior Note Indenture and all outstanding Obligations. 
  
 “First Amendment and Waiver”: the First Amendment and Waiver, dated as of November 16, 2004, to this Agreement. 
  
 “First Amendment and Waiver Effective Date”:
November 15, 2004. 
  
 “Liquidity”:
Adjusted Current Assets minus Adjusted Current Liabilities. 
  
 3.
Waiver of Section 8(d). The Lenders hereby waive compliance with Section 8(d) of the Credit Agreement until March 15, 2005 solely to the extent that a Default or Event of Default is caused by the failure of Holdings and the
Borrower to comply with the requirements of Section 6.1(b) of the Credit Agreement with respect to the fiscal quarter of Holdings ended September 30,2004. 
  
 4. Waiver of Section 8(e). The Lenders hereby waive compliance, until March 15, 2005, by Holdings and any
of its Subsidiaries with Section 8(e)(iii) of the Credit Agreement solely with respect to Section 704 of the Senior Note Indenture, provided, that such waiver shall automatically expire if any Indebtedness under the Senior Note
Indenture is declared due and payable as a result of any failure to comply with said Section 704. 
  
 5. Amendment to Section 6.2. Section 6.2 of the Credit Agreement is hereby amended by: 
  
 (a) inserting at the end of paragraph (b) the following new proviso:

  
 “provided, that, during the
period from the First Amendment and Waiver Effective Date until March 15, 2005, each of Holdings and the Borrower shall comply with this paragraph (b) to the extent information is available as limited solely by the failure to comply with
Section 6.l(b);” 
  
 (b) inserting at
the end of paragraph (c) the following new proviso: 
  
 “provided, that, during the period from the First Amendment and Waiver Effective Date until March 15, 2005, each of Holdings and the Borrower shall comply with this paragraph (c) to the extent
information is available as limited solely by the failure to comply with Section 6.1 (b);” 
  

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 (c) inserting at the end of paragraph (d) the following new proviso: 
  
 “provided, that, during the period from the
First Amendment and Waiver Effective Date until March 15, 2005, each of Holdings and the Borrower shall comply with this paragraph (d) to the extent information is available as limited solely by the failure to comply with
Section 6.1(b);” 
  
 6. Amendment of Section 7.1
(Financial Condition Covenants). Section 7.1 of the Credit Agreement is hereby amended by inserting the following new paragraph (d) immediately following paragraph (c): 
  
 “(d) Permit Liquidity at any time to be less than $1.00, during the period from the First Amendment and Waiver
Effective Date until the Borrower and its Subsidiaries and Holdings and the Holdings Subsidiaries are in compliance with Section 6.1(b) of this Agreement (other than any requirement that any report, certificate or other item be delivered within
45 days after the end of the fiscal quarter ended September 30, 2004). 
  
 7. Representations and Warranties. On and as of the date hereof after giving effect hereto, Holdings and the Borrower hereby confirm, reaffirm and restate the representations and warranties set forth in
Section 4 of the Credit Agreement, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case Holdings and the Borrower hereby confirm, reaffirm and restate such representations and
warranties as of such earlier date. 
  
 8. Conditions to
Effectiveness. This Amendment and Waiver shall become effective as of the First Amendment and Waiver Effective Date upon receipt by the Administrative Agent of (i) counterparts to this Amendment and Waiver duly executed by Holdings, the
Borrower and the Required Lenders and (ii) an amendment fee for the account of each Lender which has executed and delivered to the Administrative Agent this Amendment and Waiver prior to 5:00 p.m. on November 16, 2004, in the amount of
0.025% of each such Lender’s Revolving Commitment. 
  
 9.
Continuing Effect: No Other Waivers. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The waiver provided for herein is limited to the specific
sections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any action requiring consent under or to
waive or amend, any other provisions of the Credit Agreement or the same sections for any other date or time period (whether or not such other provisions or compliance with such sections for another date or time period are affected by the
circumstances addressed in this Amendment and Waiver). 
  
 10.
Expenses. Holdings and the Borrower agree to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment and Waiver, including,
without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
  
 11. Counterparts. This Amendment and Waiver may be executed in any number of counterparts by the parties hereto (including by facsimile
transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument. 
  


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 12. GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

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

			
	TOMMY HILFIGER CORPORATION
		
	By:	 	 /s/ Joseph Scirocco


	Name:	 	Joseph Scirocco
	Title:	 	CFO / Senior Vice President and Treasurer
	
	TOMMY HILFIGER U.S.A., INC.
		
	By:	 	 /s/ Joseph Scirocco


	Name:	 	Joseph Scirocco
	Title:	 	EVP / CFO
	
	 JPMORGAN CHASE BANK,
 as Administrative Agent
and as a Lender

		
	By:	 	 /s/ Meredith L. Vanden Handel


	Name:	 	Meredith L. Vanden Handel
	Title:	 	Vice President
	
	FLEET NATIONAL BANK
		
	By:	 	 /s/ Douglas J. Bolt


	Name:	 	Douglas J. Bolt
	Title:	 	Vice President
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Susan T. Vitalc


	Name:	 	Susan T. Vitalc
	Title:	 	Vice President


  

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	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Anne Serewicz


	Name:	 	Anne Serewicz
	Title:	 	Managing Director
	
	CITIBANK, N.A.
		
	By:	 	 /s/ Marc Merlino


	Name:	 	Marc Merlino
	Title:	 	Vice President
	
	SUNTRUST BANK
		
	By:	 	 /s/ Donald Beech, Jr


	Name:	 	Donald Beech, Jr
	Title:	 	Managing Director
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	BANK LEUMI USA
		
	By:	 	 /s/ John Koenigsberg


	Name:	 	John Koenigsberg
	Title:	 	FVP
		
	By:	 	 /s/ Glenn D. Kreutzer


	Name:	 	Glenn D. Kreutzer
	Title:	 	AT
	
	ISRAEL DISCOUNT BANK OF NEW YORK
		
	By:	 	  


	Name:	 	 
	Title:	 	 
		
	By:	 	  


	Name:	 	 
	Title:	 	 


  

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	MORGAN STANLEY BANK
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	PNC BANK, N.A,
		
	By:	 	 /s/ Michael Nardo


	Name:	 	Michael Nardo
	Title:	 	Managing Director
	
	THE BANK OF NEW YORK
		
	By:	 	 /s/ Roger Grossman


	Name:	 	Roger Grossman
	Title:	 	Vice President
	
	THE BANK OF EAST ASIA, LIMITED
		
	By:	 	 /s/ Stanley H. Kung


	Name:	 	Stanley H. Kung
	Title:	 	SVP & Chief Lending officer
		
	By:	 	 /s/ Danny Leung


	Name:	 	Danny Leung
	Title:	 	SVP & Controller


  

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