Exhibit 10.32
EXECUTION COPY
SECOND RESTATED FIRST AMENDMENT AND
WAIVER, dated as of March 9, 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 ”).
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, the
Administrative Agent and the Lenders party thereto entered into a
First Amendment and Waiver, dated as of November 16, 2004, and
a Restated First Amendment and Waiver, dated as of February 1,
2005 (together, the “ Existing First Amendment
”), to the Credit Agreement;
WHEREAS, the Borrower has requested
that the Lenders restate the Existing First Amendment in its
entirety as set forth herein; and
WHEREAS, the Administrative Agent
and the Lenders party hereto are willing to so restate the Existing
First Amendment on the terms and conditions provided for
herein;
NOW, THEREFORE, in consideration of
the premises contained herein, the parties hereto agree that the
Existing First Amendment is hereby restated in its entirety 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 to 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 than any requirement that
any report, certificate or other item be delivered within 45 days
after the end of the fiscal quarters ended September 30, 2004
and December 31, 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
$60,000,000 (of which the excess over $50,000,000 may only be used
as part of the consideration paid to consummate the Italian
Investment) 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 such 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 Effective Date ”: November 15,
2004.
“ Italian Investment
”: the acquisition by Tommy Hilfiger Europe B.V. of 100% of
the Capital Stock of TH Italia S.p.A.
“ Liquidity ”:
Adjusted Current Assets minus Adjusted Current
Liabilities.
3. Amendment to
Section 7.7(j) . Section 7.7(j) of the Credit
Agreement is hereby amended by adding a new proviso to the end
thereof as follows:
“; provided ,
however , that, notwithstanding anything to the contrary in
this Agreement, no Investments may be made pursuant to this
paragraph (j) 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
