HANOVER DIRECT INC
AMENDMENT #25 TO LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>y86110exv10w1.txt
<DESCRIPTION>AMENDMENT #25 TO LOAN AND SECURITY AGREEMENT
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                                                                    EXHIBIT 10.1

                                                             [Execution Version]

            TWENTY-FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
            -----------------------------------------------------

        THIS TWENTY-FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of April 21, 2003, is entered into by and among CONGRESS
FINANCIAL CORPORATION, a Delaware corporation ("Lender"), BRAWN OF CALIFORNIA,
INC., a California corporation ("Brawn"), GUMP'S BY MAIL, INC., a Delaware
corporation ("GBM"), GUMP'S CORP., a California corporation ("Gump's"), HANOVER
REALTY, INC., a Virginia corporation ("Hanover Realty"), THE COMPANY STORE
FACTORY, INC., a Delaware corporation ("TCS Factory"), THE COMPANY OFFICE,
INC., a Delaware corporation ("TCS Office"), SILHOUETTES, LLC, a Delaware
limited liability company ("Silhouettes LLC"), HANOVER COMPANY STORE, LLC, a
Delaware limited liability company ("HCS LLC"), DOMESTICATIONS, LLC, a Delaware
limited liability company ("Domestications LLC"), KEYSTONE INTERNET SERVICES,
LLC, a Delaware limited liability company ("KIS LLC"), and THE COMPANY STORE
GROUP, LLC, a Delaware limited liability company ("CSG LLC"; and, together with
Brawn, GBM, Gump's, Hanover Realty, TCS Factory, TCS Office, Silhouettes LLC,
HCS LLC, Domestications LLC and KIS LLC, collectively, "Borrowers" and each,
individually, a "Borrower"), HANOVER DIRECT, INC., a Delaware corporation
("Hanover"), HANOVER HOME FASHIONS GROUP, LLC, a Delaware limited liability
company ("HHFG LLC"), CLEARANCE WORLD OUTLETS, LLC, a Delaware limited
liability company ("Clearance World"), SCANDIA DOWN, LLC, a Delaware limited
liability company ("Scandia Down LLC"), LACROSSE FULFILLMENT, LLC, a Delaware
limited liability company ("LaCrosse LLC"), D.M. ADVERTISING, LLC, a Delaware
limited liability company ("DM Advertising LLC"), AMERICAN DOWN & TEXTILE, LLC,
a Delaware limited liability company ("ADT LLC"), and HANOVER GIFTS, INC., a
Virginia corporation ("Hanover Gifts"; and, together with Hanover, HHFG LLC,
Clearance World, Scandia Down LLC, LaCrosse LLC, DM Advertising LLC and ADT
LLC, collectively, "Guarantors" and each, individually, a "Guarantor").


                             W I T N E S S E T H:
                             --------------------

        WHEREAS, Borrowers, Guarantors and Lender are parties to the Loan and
Security Agreement, dated November 14, 1995, as amended by the First Amendment
to Loan and Security Agreement, dated February 22, 1996, the Second Amendment
to Loan and Security Agreement, dated April 16, 1996, the Third Amendment to
Loan and Security Agreement, dated May 24, 1996, the Fourth Amendment to Loan
and Security Agreement, dated May 31, 1996, the Fifth Amendment to Loan and
Security Agreement, dated September 11, 1996, the Sixth Amendment to Loan and
Security Agreement, dated as of December 5, 1996, the Seventh Amendment to Loan
and Security Agreement, dated as of December 18, 1996, the Eighth Amendment to
Loan and Security Agreement, dated as of March 26, 1997, the Ninth Amendment to
Loan and Security Agreement, dated as of April 18, 1997, the Tenth Amendment

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to Loan and Security Agreement, dated as of October 31, 1997, the Eleventh
Amendment to Loan and Security Agreement, dated as of March 25, 1998, the
Twelfth Amendment to Loan and Security Agreement, dated as of September 30,
1998, the Thirteenth Amendment to Loan and Security Agreement, dated as of
September 30, 1998, the Fourteenth Amendment to Loan and Security Agreement,
dated as of February 28, 2000, the Fifteenth Amendment to Loan and Security
Agreement, dated as of March 24, 2000, the Sixteenth Amendment to Loan and
Security Agreement, dated as of August 8, 2000, the Seventeenth Amendment to
Loan and Security Agreement, dated as of January 5, 2001, the Eighteenth
Amendment to Loan and Security Agreement, dated as of November 12, 2001, the
Nineteenth Amendment to Loan and Security Agreement, dated as of December 18,
2001, the Twentieth Amendment to Loan and Security Agreement, dated as of March
5, 2002, the Twenty-First Amendment to Loan and Security Agreement, dated as of
March 21, 2002, the Twenty-Second Amendment to Loan and Security Agreement,
dated as of August 16, 2002, the Twenty-Third Amendment to Loan and Security
Agreement, dated as of December 27, 2002, and the Twenty-Fourth Amendment to
Loan and Security Agreement, dated as of February 27, 2003 (as so amended, the
"Loan Agreement"), pursuant to which Lender has made loans and advances to
Borrowers;

        WHEREAS, Borrowers and Guarantors have requested that Lender amend the
Loan Agreement to allow the Chief Financial Officer or the Corporate Controller
of Hanover to certify that the financial statements required to be delivered to
Lender under Section 6.18 of the Loan Agreement; and

        WHEREAS, the parties hereto desire to enter into this Amendment to
evidence and effectuate such amendments, subject to the terms and conditions
and to the extent set forth herein;

        NOW, THEREFORE, in consideration of the premises and covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

        1.      Definitions.  All capitalized terms used herein and not defined
herein shall have the meanings given to such terms in the Loan Agreement.

        2.      Financial Statements and Other Information.

                (a)     The last sentence of Section 6.18(a)(ii) of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:

                "The foregoing financial statements shall be certified
                to comply with this Section 6.18 by the Chief Financial
                Officer or Corporate Controller of Hanover, subject to
                normal year-end adjustments."

                (b)     The last sentence of Section 6.18(a)(iii) of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:

                "All such statements in Sections 6.18(a)(iii)(A) and
                (B) shall be certified to comply with this Section by
                the Chief Financial Officer

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                or Corporate Controller of Hanover, subject to
                normal year-end adjustments."

                (c)     The introductory clause in Section 6.18(a)(v) of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:

                "Simultaneously with the delivery of each of the
                annual audited and quarterly and monthly unaudited
                financial statements as set forth herein, Lender
                shall receive a certificate of the Chief Financial
                Officer or Corporate Controller of Hanover, subject
                to normal year-end adjustments:"

                (d)     Section 6.18 of the Loan Agreement is hereby amended by
adding a new Section 6.18(g) immediately after Section 6.18(f) as follows:

                Each of Borrowers and Hanover and each of the other
                Guarantors hereby represents, warrants and covenants
                with, to and in favor of Lender that (i) Hanover is
                authorized to prepare on behalf of its Subsidiaries
                all financial and other information of its Subsidiaries
                (including, without limitation, Borrowers and the other
                Guarantors) required to be delivered to Lender pursuant
                to this Section 6.18 and (ii) the Chief Financial Officer
                and the Corporate Controller of Hanover are duly authorized
                to make the certifications to Lender on behalf of Borrowers
                and Guarantors in connection with the delivery of such
                financial and other information pursuant to this Section
                6.18 or otherwise. Borrowers and Guarantors are and shall
                remain, jointly and severally, individually and collectively,
                responsible, liable and obligated to Lender for any
                inaccurate, untrue or incorrect statement with respect
                to the information and statements made in connection with
                the information or certificates delivered to Lender
                pursuant to this Section 6.18 or otherwise."

        3.      Representations, Warranties and Covenants.  Each Borrower and
Guarantor represents, warrants and covenants with, to and in favor of Lender as
follows, which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof, the truth and accuracy of, or
compliance with, each, together with the representations, warranties and
covenants in the other Financing Agreements, being a condition of the
effectiveness of this Amendment and a continuing condition of the making or
providing of any Revolving Loans or Letter of Credit Accommodations by Lender
to Borrowers:

                (a)     This Amendment and each other agreement or instrument
to be executed and delivered by Borrowers or Guarantors hereunder have been
duly authorized, executed and delivered by all necessary action on the part of
Borrowers and Guarantors which are a party hereto and thereto and, if
necessary, their respective stockholders (with respect to any corporation) or
members (with respect to any limited liability company), and is in full force
and effect as of the date hereof, as the case may be, and the agreements and
obligations of Borrowers or Guarantors, as the case may be, contained herein
and therein constitute legal, valid and

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binding obligations of Borrowers and Guarantors, as the case may be,
enforceable against them in accordance with their terms.

                (b)     No action of, or filing with, or consent of any
governmental or public body or authority, and no approval or consent of any
other party, including, without limitation, Richemont is required to authorize,
or is otherwise required in connection with, the execution, delivery and
performance of this Amendment.

                (c)     All of the representations and warranties set forth in
the Loan Agreement, as amended hereby, and the other Financing Agreements are
true and correct in all material respects, after giving effect to the
provisions of this Amendment, except to the extent any such representation or
warranty is made as of a specified date, in which case such representation or
warranty shall have been true and correct as of such date.

                (d)     After giving effect to the provisions of this
Amendment, no Event of Default or Incipient Default exists or has occurred and
is continuing.

        4.      Conditions Precedent.  Concurrently with the execution and
delivery hereof (except to the extent otherwise indicated below), and as a
further condition to the effectiveness of this Amendment and the agreement of
Lender to the modifications and amendments set forth in this Amendment:

                (a)     Lender shall have received, in form and substance
satisfactory to Lender, a photocopy of an executed original or executed
original counterparts of this Amendment by facsimile (with the originals to be
delivered within five (5) Banking Days after the date hereof), as the case may
be, duly authorized, executed and delivered by each Borrower and Guarantor; and

                (b)     each Borrower and Guarantor shall deliver, or cause to
be delivered, to Lender a true and correct copy of any consent, waiver or
approval to or of this Amendment, which any Borrower or Guarantor is required
to obtain from any other Person, including without limitation Richemont, and
such consent, approval or waiver shall be in a form reasonably acceptable to
Lender.

        5.      Effect of this Amendment.  This Amendment constitutes the entire
agreement of the parties with respect to the subject matter hereof, and
supersedes all prior oral or written communications, memoranda, proposals,
negotiations, discussions, term sheets and commitments with respect to the
subject matter hereof.  Except as expressly provided herein, no other changes
or modifications to the Loan Agreement or any of the other Financing
Agreements, or waivers of or consents under any provisions of any of the
foregoing, are intended or implied by this Amendment, and in all other respects
the Financing Agreements are hereby specifically ratified, restated and
confirmed by all parties hereto as of the effective date of this Amendment.  To
the extent that any provision of the Loan Agreement or any of the other
Financing Agreements conflicts with any provision of this Amendment, the
provision of this Amendment shall control.

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        6.      Further Assurances.  Borrowers and Guarantors shall execute and
deliver such additional documents and take such additional action as may be
reasonably requested by Lender to effectuate the provisions and purposes of
this Amendment.

        7.      Governing Law.  The validity, interpretation and enforcement of
this Amendment in any dispute arising out of the relationship between the
parties hereto, whether in contract, tort, equity or otherwise, shall be
governed by the internal laws of the State of New York, without regard to any
principle of conflict of laws or other rule of law that would result in the
application of the law of any jurisdiction other than the State of New York.

        8.      Binding Effect.  This Amendment shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors
and assigns.

        9.      Counterparts.  This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one
and the same agreement.  In making proof of this Amendment, it shall not be
necessary to produce or account for more than one counterpart thereof signed by
each of the parties hereto.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the day and year first written.

                                        CONGRESS FINANCIAL CORPORATION

                                        By: /s/ Eric Sturz
                                           ---------------------------

                                        Title: AVP
                                              ------------------------

                                        BRAWN OF CALIFORNIA, INC.

                                        By:  /s/ Steven Seymour
                                        Name:    Steven Seymour

                                        Title:   President


                                        GUMP'S BY MAIL, INC.


                                        By:  /s/ Jed Pogran
                                        Name:    Jed Pogran

                                        Title:   President


                                        GUMP'S CORP.

                                        By:  /s/ Jed Pogran
                                        Name:    Jed Pogran

                                        Title:   President


                                        HANOVER REALTY, INC.

                                        By:  /s/ Doug Mitchell
                                        Name:    Doug Mitchell

                                        Title:   President


                                        THE COMPANY STORE FACTORY, INC.

                                        By:  /s/ David Pipkorn
                                        Name:    David Pipkorn

                                        Title:   President


                   [SIGNATURES CONTINUE ON FOLLOWING PAGE]


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                  [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                                        THE COMPANY OFFICE, INC.

                                        By: /s/ David Pipkorn
                                        Name:   David Pipkorn

                                        Title:  President


                                        SILHOUETTES, LLC

                                        By: /s/ Edward M. Lambert
                                        Name:   Edward M. Lambert

                                        Title:  President


                                        HANOVER COMPANY STORE, LLC

                                        By: /s/ Edward M. Lambert
                                        Name:   Edward M. Lambert

                                        Title:  President


                                        DOMESTICATIONS, LLC

                                        By: /s/ Edward M. Lambert
                                        Name:   Edward M. Lambert

                                        Title:  Vice President


                                        KEYSTONE INTERNET SERVICES, LLC


                                        By: /s/ Edward M. Lambert
                                        Name:   Edward M. Lambert

                                        Title:  Vice President


                                        THE COMPANY STORE GROUP, LLC

                                        By: /s/ Edward M. Lambert
                                        Name:   Edward M. Lambert

                                        Title:  Vice President


                   [SIGNATURES CONTINUE ON FOLLOWING PAGE]


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                  [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


By their signatures below, the
undersigned Guarantors acknowledge
and agree to be bound by the
applicable provisions of this
Amendment:


HANOVER DIRECT, INC.


By: /s/ Edward M. Lambert
Name:   Edward M. Lambert

Title:  Executive Vice President and
        Chief Financial Officer


HANOVER HOME FASHIONS GROUP, LLC


By: /s/ Edward M. Lambert
Name:   Edward M. Lambert

Title:  Vice President


CLEARANCE WORLD OUTLETS, LLC


By: /s/ Edward M. Lambert
Name:   Edward M. Lambert

Title:  President


SCANDIA DOWN, LLC


By: /s/ David Pipkorn
Name:   David Pipkorn

Title:  President


LA CROSSE FULFILLMENT, LLC


By: /s/ Edward M. Lambert
Name:   Edward M. Lambert

Title:  President


                   [SIGNATURES CONTINUE ON FOLLOWING PAGE]


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                  [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


D.M. ADVERTISING, LLC


By: /s/ Edward M. Lambert
Name:   Edward M. Lambert

Title:  President


AMERICAN DOWN & TEXTILE, LLC

By: /s/ David Pipkorn
Name:   David Pipkorn

Title:  President


HANOVER GIFTS, INC.

By: /s/ Doug Mitchell
Name:   Doug Mitchell

Title:  President


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