amongAgreement and Plan of Merger • December 27th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
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
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
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
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
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
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
TOMMY HILFIGER U.S.A., INC. Issuer TOMMY HILFIGER CORPORATION Guarantor and THE CHASE MANHATTAN BANK Trustee INDENTUREHilfiger Tommy Corp • June 25th, 1998 • Men's & boys' furnishgs, work clothg, & allied garments • New York
Exhibit 10.1 ------------ STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 6th, 2001 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
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
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
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
by and amongAgreement • April 1st, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
WITNESSETH:License Agreement • June 25th, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
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
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
FORM OFRegistration Rights Agreement • April 1st, 1998 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
EXHIBIT 10.19 ------------- LICENSE AGREEMENTAgreement • June 26th, 2001 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
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
GUARANTEEGuarantee • December 27th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
April 8, 1997 Mr. Joel Newman Tommy Hilfiger U.S.A., Inc. 25 West 39th Street New York, NY 10018 RE: FACTORING AGREEMENT Gentlemen: Reference is hereby made to the Factoring Agreement between us dated September 16, 1994, as amended. This letter will...Factoring Agreement • June 27th, 1997 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Exhibit 10.2 ------------ GUARANTEE, dated as of June 29, 2001, made by AIHL-TH Limited, a British Virgin Islands corporation (the "GUARANTOR"), in favor of Tommy Hilfiger Corporation, a British Virgin Islands corporation ("PARENT"), and Tommy...Hilfiger Tommy Corp • July 6th, 2001 • Men's & boys' furnishgs, work clothg, & allied garments • New York
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
AS SELLER ANDSale-Purchase Agreement • October 25th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
PRICING AGREEMENTHilfiger Tommy Corp • November 30th, 2001 • Men's & boys' furnishgs, work clothg, & allied garments
TOMMY HILFIGER U.S.A., INC. Issuer TOMMY HILFIGER CORPORATION Guarantor and THE CHASE MANHATTAN BANK TrusteeHilfiger Tommy Corp • June 14th, 2004 • Men's & boys' furnishgs, work clothg, & allied garments • New York
INDENTURE, 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”).
ContractFirst Amendment and Waiver • November 18th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
RESTATED 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”).
ContractThe Agreement • December 15th, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
Reference 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 PAYMENTSHilfiger Tommy Corp • July 6th, 2001 • Men's & boys' furnishgs, work clothg, & allied garments
ContractHilfiger Tommy Corp • November 18th, 2005 • Men's & boys' furnishgs, work clothg, & allied garments
INSTRUMENT 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”).
ContractHilfiger Tommy Corp • December 23rd, 2005 • Men's & boys' furnishgs, work clothg, & allied garments
This shall confirm our understanding with respect to certain typographical errors appearing in the second sentence of Section 4(F)(v) of the Agreement. It is hereby agreed that the reference to “Subsection (ii)” is amended to be “Subsection (i)”, and the reference to “Subsection (iv)” is amended to be “Subsection (iii)”. The Agreement otherwise remains in full force and effect and shall not be amended except as expressly set forth above.
ASSIGNMENT AND ASSUMPTION OF CONTRACTAssignment and Assumption of Contract • December 23rd, 2005 • Hilfiger Tommy Corp • Men's & boys' furnishgs, work clothg, & allied garments
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, dated as of the 2nd day of December, 2005, made by TOMMY HILFIGER U.S.A., INC., a Delaware corporation having an office at 25 W. 39th Street, New York NY 10018 (hereinafter referred to as “Assignor”), and 25 West 39th Street Realty, LLC, a New York limited liability Company, having an office at c/o Chetrit Group, LLC, 404 Fifth Avenue, New York, New York 10018 (hereinafter referred to as the “Assignee”).
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...Hilfiger Tommy Corp • June 28th, 2000 • Men's & boys' furnishgs, work clothg, & allied garments • New York
EXHIBIT 10.19 ------------- Memorandum of AgreementHilfiger Tommy Corp • June 25th, 1999 • Men's & boys' furnishgs, work clothg, & allied garments
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
