Standard Contracts
INDENTURE dated as of May 1, 1998 amongSupplemental Indenture • May 31st, 2006 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledMay 31st, 2006 Company Industry Jurisdiction
W I T N E S S E T H :License Agreement • November 12th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledNovember 12th, 1998 Company Industry
EXHIBIT 10.19 ------------- Memorandum of AgreementMemorandum of Agreement • June 25th, 1999 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledJune 25th, 1999 Company Industry
EXHIBIT 99.1 INDEMNIFICATION AGREEMENT This Agreement, made and entered into as of this 31st day of March, 2005 ("AGREEMENT"), by and between Tommy Hilfiger Corporation, a British Virgin Islands corporation ("COMPANY"), and _______________________...Indemnification Agreement • April 6th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledApril 6th, 2005 Company Industry Jurisdiction
EXHIBIT 10.18 ------------- PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 28th, 2000 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 28th, 2000 Company Industry Jurisdiction
RECITALS -------- WHEREAS, the Company, certain subsidiaries of the Company and PJLC have entered into a Stock Purchase Agreement dated as of January 31, 1998 (the "Stock Purchase Agreement") (all capitalized terms used but not defined herein...Registration Rights Agreement • June 25th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 25th, 1998 Company Industry Jurisdiction
150,000,000 CREDIT AGREEMENT AMONG TOMMY HILFIGER CORPORATION, AS GUARANTOR, TOMMY HILFIGER U.S.A., INC., AS BORROWER,Credit Agreement • April 22nd, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledApril 22nd, 2005 Company Industry Jurisdiction
W I T N E S S E T HCredit Agreement • June 27th, 1997 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 27th, 1997 Company Industry Jurisdiction
Exhibit 10.1 ------------ STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 6th, 2001 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJuly 6th, 2001 Company Industry Jurisdiction
by and amongLock-Up Agreement • April 1st, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledApril 1st, 1998 Company Industry Jurisdiction
TABLE OF CONTENTS ----------------- Page ---- SECTION 1. DEFINITIONS........... ........................................................................... 1 1.1 Defined Terms.................................................................Credit Agreement • June 25th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 25th, 1998 Company Industry Jurisdiction
EXHIBIT 10.19 ------------- LICENSE AGREEMENTLicense Agreement • June 26th, 2001 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 26th, 2001 Company Industry Jurisdiction
EXHIBIT 10(b) AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- AMENDMENT NO. 2 (this "Amendment"), dated as of the 7th day of August, 1998, to that certain Amended and Restated Employment...Employment Agreement • November 12th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledNovember 12th, 1998 Company Industry Jurisdiction
PRICING AGREEMENTPricing Agreement • November 30th, 2001 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledNovember 30th, 2001 Company Industry
Exhibit 10.5 ------------ NON-COMPETITION AGREEMENT ------------------------- THIS AGREEMENT is entered into as of the 29th day of June, 2001, by and among Silas K.F. Chou, Lawrence S. Stroll (each, an "Executive" and together, the "Executives") and...Non-Competition Agreement • July 6th, 2001 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJuly 6th, 2001 Company Industry Jurisdiction
TOMMY HILFIGER U.S.A., INC. Issuer TOMMY HILFIGER CORPORATION Guarantor and THE CHASE MANHATTAN BANK Trustee INDENTUREIndenture • June 25th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 25th, 1998 Company Industry Jurisdiction
EXHIBIT 10(d) FIRST AMENDMENT TO LICENSE AGREEMENT DATED FEBRUARY 1, 1997 BETWEEN TOMMY HILFIGER LICENSING, INC. AND TOMMY HILFIGER EUROPE B.V. AGREEMENT entered into this 1st day of December, 1997, by and between TOMMY HILFIGER LICENSING, INC.,...License Agreement • February 10th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledFebruary 10th, 1998 Company Industry
GUARANTEEGuarantee • December 27th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledDecember 27th, 2005 Company Industry Jurisdiction
FORM OFRegistration Rights Agreement • April 1st, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledApril 1st, 1998 Company Industry Jurisdiction
Memorandum of AgreementMemorandum of Agreement • August 11th, 1999 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledAugust 11th, 1999 Company Industry
W I T N E S S E T H : - - - - - - - - - -Credit Agreement • February 15th, 2006 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledFebruary 15th, 2006 Company Industry Jurisdiction
EXHIBIT 2 CONFORMED COPY STOCK PURCHASE AGREEMENT BY AND AMONG TOMMY HILFIGER CORPORATION, TOMMY HILFIGER U.S.A., INC., TOMMY HILFIGER (EASTERN HEMISPHERE) LIMITED AND PEPE JEANS LONDON CORPORATION DATED AS OF JANUARY 31, 1998 1Stock Purchase Agreement • June 25th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 25th, 1998 Company Industry Jurisdiction
March 30, 2000 Tommy Hilfiger U.S.A., Inc. 25 West 39/th/ Street New York, New York 10018 Ladies and Gentlemen: Reference is made to the Factoring Agreement between us dated as of April 1, 1998 (as amended, modified, restated and/or supplemented from...Factoring Agreement • June 28th, 2000 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 28th, 2000 Company Industry Jurisdiction
POLOSTRO LIMITED P.O. Box 285 6 Commercial Street St. Helier, Jersey Channel Islands Tommy Hilfiger (Eastern Hemisphere) Limited Craigmuir Chambers P.O. Box 71 Road Town, Tortola British Virgin Islands Date: November 2, 1998 Dear Sirs, CONSULTANCY...Consultancy Agreement • November 12th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledNovember 12th, 1998 Company Industry
EXHIBIT 10.11 ------------- EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") dated as of the 12/th/ day of June, 2000 between Tommy Hilfiger U.S.A., Inc. ("THUSA" or the "Company") and Joel H. Newman ("Executive"). WHEREAS, the parties...Employment Agreement • June 26th, 2001 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 26th, 2001 Company Industry Jurisdiction
AS SELLER ANDSale-Purchase Agreement • October 25th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledOctober 25th, 2005 Company Industry Jurisdiction
EXHIBIT 10(c) SECOND AMENDMENT TO LICENSE AGREEMENT DATED AUGUST 28, 1995 BETWEEN TOMMY HILFIGER LICENSING, INC. AND PEPE JEANS USA, INC. AGREEMENT entered into as of the 1st day of October 1997, by and between TOMMY HILFIGER LICENSING, INC., having...License Agreement • February 10th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledFebruary 10th, 1998 Company Industry
amongAgreement and Plan of Merger • December 27th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledDecember 27th, 2005 Company Industry Jurisdiction
ContractCredit Agreement • November 18th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledNovember 18th, 2005 Company Industry JurisdictionRESTATED FIRST AMENDMENT AND WAIVER, dated as of February 1, 2005 (this “Restated 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”).
AGREEMENTPick & Pack Services Agreement • June 27th, 1997 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New Jersey
Contract Type FiledJune 27th, 1997 Company Industry Jurisdiction
As of April 1, 1998 Re: Amended and Restated Factoring Agreement Pepe Jeans USA, Inc. 485 Fifth Avenue New York, New York 10017 Gentlemen: This letter ("Agreement") will amend and restate in its entirety the Factoring Agreement between us dated April...Factoring Agreement • June 25th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 25th, 1998 Company Industry Jurisdiction
TOMMY HILFIGER U.S.A., INC. Issuer TOMMY HILFIGER CORPORATION Guarantor and THE CHASE MANHATTAN BANK TrusteeIndenture • June 14th, 2004 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Contract Type FiledJune 14th, 2004 Company Industry JurisdictionINDENTURE, dated as of May 1, 1998, by and among Tommy Hilfiger U.S.A., Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 25 West 39th Street, New York, New York 10018, Tommy Hilfiger Corporation, a corporation duly organized and existing under the laws of the British Virgin Islands (herein called the “Guarantor”), having its principal executive offices at 6/F Precious Industrial Center, 18 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong, and The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of the State of New York, Trustee (herein called the “Trustee”).
ContractReal Estate Purchase Agreement • December 15th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledDecember 15th, 2005 Company IndustryReference is made to the Agreement (the “Agreement”) made as of the 14th day of July, 2004 between Tommy Hilfiger 485 Fifth, Inc. (“Seller”) and Park & 5th Property, LLC (“Purchaser”) with respect to the purchase of premises located at 485 Fifth Avenue, New York, New York (the “Premises”).
WAIVER OF CERTAIN PAYMENTSWaiver of Certain Payments • July 6th, 2001 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledJuly 6th, 2001 Company Industry
ContractInstrument of Resignation, Appointment and Acceptance • November 18th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Contract Type FiledNovember 18th, 2005 Company IndustryINSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 31, 2005, by and among TOMMY HILFIGER U.S.A., INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 25 West 39th Street, New York, New York 10018 (the “Issuer”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank, as successor to The Chase Manhattan Bank), a national banking association, having its corporate trust office at 4 New York Plaza, 15th Floor, New York, New York 10004, as resigning Trustee (the “Resigning Trustee”), and Wilmington Trust Company, a corporation duly organized and existing under the laws of the State of Delaware, having its principal corporate trust office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, as successor Trustee (the “Successor Trustee”).