A2 To Loan And Security Agreement

Exhibit 10.58


AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT


AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, dated September 22, 2003, entered into by and among Congress Financial Corporation (Florida), a Florida corporation, in its capacity as agent acting for and on behalf of the parties to the Loan Agreement (as hereinafter defined) as lenders (in such capacity, " Agent" ), the parties to the Loan Agreement as lenders (individually a " Lender" and collectively, " Lenders" ), Supreme International, Inc., a Delaware corporation (" Supreme" ), Jantzen, Inc., a Delaware corporation (" Jantzen" ), Salant Corporation, a Delaware corporation (" Salant" ), Salant Holding Corporation, a Delaware corporation (" Salant Holding" , and together with Supreme, Jantzen and Salant, each individually a " Borrower" and collectively, " Borrowers" ), Perry Ellis International, Inc., a Florida corporation (" Parent" ), PEI Licensing, Inc., a Delaware corporation (" PEI Licensing" ), Jantzen Apparel Corp., a Delaware corporation (" Jantzen Apparel" ), BBI Retail, L.L.C., a Florida limited liability company (" BBI" ), Supreme Real Estate I, LLC, a Florida limited liability company (" Supreme I" ), Supreme Real Estate II, LLC, Florida limited liability company (" Supreme II" ), Supreme Realty, LLC, a Florida limited liability company (" Supreme Realty" ), Supreme Munsingwear Canada Inc., a Canada corporation (" Supreme Canada" ), and Perry Ellis Real Estate Corporation, a Delaware corporation (" PE Real Estate" , and together with Parent, PEI Licensing, Jantzen Apparel, BBI, Supreme I, Supreme II, Supreme Realty and Supreme Canada, each individually a " Guarantor" and collectively, " Guarantors" ).

W I T N E S S E T H :

WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated October 1, 2002, by and among Agent, Lenders, Borrowers and Guarantors as amended by Amendment No. 1 to Loan and Security Agreement, dated June 19, 2003, and as amended hereby (as the same may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the " Loan Agreement" , and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated, or replaced, collectively, the " Financing Agreements" );


WHEREAS, Parent intends to issue new 8 7 / 8 % Senior Subordinated Notes due 2013, the proceeds of which are to be used to, among other things, repay all of the obligations of Parent evidenced by or arising under the Existing Subordinated Notes (as hereinafter defined);

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders agree to amend the Loan Agreement to permit the issuance of such new notes and the repayment of the Existing Subordinated Notes and make certain other amendments to the Loan Agreement; and

WHEREAS, by this Amendment No. 2, Agent, Lenders, Borrowers and Guarantors desire and intend to evidence such amendments.


NOW, THEREFORE, in consideration of the foregoing, the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions

1.1 Additional Definitions . As used herein, the following terms shall have the meanings given to them below, and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following definitions:

(a) " Amendment No. 2" shall mean this Amendment No. 2 to Loan and Security Agreement as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(b) " Existing Note Payoff Account" shall mean account number maintained at Wachovia Bank, National Association in the name of Parent, which account shall only hold proceeds of the issuance of the Subordinated Notes payable to Parent and shall have been established solely for such purpose.

(c) " Existing Subordinated Note Agreements" shall mean, collectively, (i) the Existing Subordinated Notes, (ii) the Existing Subordinated Note Indenture and (iii) all other agreements, documents and instruments related thereto.

(d) " Existing Subordinated Note Guarantors" shall mean, collectively, the following (together with their respective successors and assigns) to the extent that each has guaranteed the Indebtedness of Parent under the Existing Subordinated Notes: (i) Supreme Canada, (ii) Supreme International Corporation de Mexico, S.A. de C.V., a Mexico corporation, (iii) BBI, (iv) Jantzen Apparel, (v) PEI Licensing, (vi) Supreme, (vii) Jantzen, (vii) Supreme I, (viii) Supreme II, (ix) Supreme Realty, (x) PE Real Estate, (xi) Salant and (xii) Salant Holding.


(e) " Existing Subordinated Note Indenture" shall mean the Indenture, dated April 6, 1999, by and between Parent, as issuer, the Existing Subordinated Note Guarantors, as subsidiary guarantors, and the Existing Subordinated Note Trustee, as trustee, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.


(f) " Existing Subordinated Notes" shall mean, collectively, the 12bc% Series B Senior Subordinated Notes due 2006 in the original principal amount of $100,000,000, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.


(g) " Existing Subordinated Note Trustee" shall mean US Bank National Association, formerly known as State Street Bank and Trust Company, in its capacity as trustee pursuant to the Existing Subordinated Note Indenture.

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(h) " Subordinated Note Agreements" shall mean, collectively, (i) the Subordinated Notes, (ii) the Subordinated Note Indenture and (iii) all other agreements, documents and instruments related thereto.

1.2 Amendments to Definitions .

(a) All references to the term " Subordinated Note Guarantors" in the Loan Agreement or any of the other Financing Agreements and each such reference is hereby amended to mean, collectively, the following (together with their respective successors and assigns): (i) Supreme, (ii) Jantzen, (iii) Salant, (iv) Salant Holding, (v) PEI Licensing, (vi) Jantzen Apparel, (vii) BBI, (viii) Supreme I, (ix) Supreme II, (x) Supreme Realty and (xi) PE Real Estate.

(b) All references to the term " Subordinated Note Indenture" in the Loan Agreement or any of the other Financing Agreements and each such reference is hereby amended to mean the Indenture, dated September 22, 2003, by and between Parent, as issuer, the Subordinated Note Guarantors, as Subsidiary Guarantors, and US Bank National Association, Inc., as trustee, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(c) All references to the term " Subordinated Notes" in the Loan Agreement or any of the other Financing Agreements and each such reference is hereby amended to mean, collectively, the 8 7 / 8 % Senior Subordinated Notes due 2013 in the original principal amount of $150,000,000, as the same now ex ...