THIRD AMENDMENT
THIRD AMENDMENT, dated as of September 27, 1995
(this "Amendment"), among XXXXXXXX-VAN HEUSEN CORPORATION
(the "Borrower"), the financial institutions party to the
Credit Agreement referred to below (the "Banks"), and BANKERS
TRUST COMPANY, as agent (in such capacity, the "Agent") for
the Banks. All capitalized terms used herein and not
otherwise defined shall have the meanings specified in the
Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are
parties to a Credit Agreement, dated as of December 16, 1993
(as modified, supplemented or amended prior to the date
hereof, the "Credit Agreement");
WHEREAS, subject to the terms and conditions
hereof, the Banks and the Borrower have agreed to amend the
Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual
premises contained herein and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. The Credit Agreement is hereby amended by (a)
deleting Section 8.05 thereof in its entirety and (b)
inserting in lieu thereof the following new Section 8.05:
"8.05 Interest Coverage Ratio. The Borrower
will not permit the ratio of (i) EBIT to (ii) Interest
Charges for any period of four consecutive fiscal
quarters of the Borrower (taken as one accounting
period) ending during any fiscal year set forth below to
be less than the ratio set forth opposite such fiscal
year below:
Fiscal Year Ending
on or about Ratio
January 31, 1996 1.8:1.0
January 31, 1997 1.8:1.0
January 31, 1998 2.0:1.0
January 31, 1999
and thereafter 2.6:1.0"
2. Section 10 of the Credit Agreement is hereby
amended by (a) deleting the definition of "EBIT" in its
entirety and (b) inserting the following new definition in
lieu thereof:
"EBIT" shall mean, for any period, the sum of (i)
Consolidated Net Income of the Borrower for such period,
(ii) provisions for taxes based on income or profits to
the extent such income or profits were included in
computing Consolidated Net Income and (iii) consolidated
interest expense (including amortization of original
issue discount and non-cash interest payments or
accruals and the interest component of capitalized lease
obligations), net of interest income theretofore de-
ducted from earnings in computing Consolidated Net
Income for such period; provided, however, that EBIT
shall be determined without giving effect to the
Borrower's $23,000,000 restructuring charge announced on
September 14, 1995.
3. This Amendment shall become effective on the
date (the "Amendment Effective Date") on which the Borrower
and the Required Banks shall have executed and delivered a
counterpart of this Amendment.
4. Except as expressly amended hereby, the terms
and conditions of the Credit Agreement shall remain unchanged
and in full force and effect.
5. This Amendment may be executed in any number
of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall
together constitute one and the same instrument.
6. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused
their duly authorized officers to execute and deliver this
Amendment as of the date first above written.
XXXXXXXX-VAN HEUSEN CORPORATION
By
Title:
BANKERS TRUST COMPANY,
Individually, and as Agent
By
Title:
THE CHASE MANHATTAN BANK, N.A.
By
Title:
CITIBANK, N.A.
By
Title:
THE BANK OF NEW YORK
By
Title:
CHEMICAL BANK
By
Title:
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THE FIRST NATIONAL BANK OF BOSTON
By
Title:
CIBC, INC.
By
Title:
UNION BANK
By
Title:
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