KASPER A S L LTD
EXHIBIT 10.15
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.15
<TEXT>

                                                                   Exhibit 10.15
                                                                   -------------

                                WAIVER AGREEMENT

     WAIVER  AGREEMENT,  dated as of March 28, 2001 (this  "Agreement"),  to the
Amended and  Restated  Credit  Agreement  dated as of July 9, 1999 (as  amended,
restated or modified from time to time,  the "Credit  Agreement"),  among KASPER
A.S.L.,  LTD., a Delaware  corporation  (the  "Borrower"),  the Guarantors named
therein,   the   financial   institutions   from  time  to  time  party  thereto
(collectively,  the "Lenders"),  THE CHASE MANHATTAN BANK, as administrative and
collateral  agent for the Lenders (in such capacity,  the "Agent"),  and THE CIT
GROUP/COMMERCIAL  SERVICES,  INC., as collateral monitor (in such capacity,  the
"Collateral  Monitor").  Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement.

     WHEREAS, the Borrower has requested that the Lenders agree to waive certain
Defaults and Events of Defaults that have occurred and are continuing  under the
Credit Agreement;

     WHEREAS,  the Lenders have agreed to waive  certain  Defaults and Events of
Defaults that have  occurred and are  continuing  under the Credit  Agreement as
described herein;

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which is hereby  acknowledged,  and subject to the fulfillment of the conditions
set forth below, the parties hereto agree as follows:

     SECTION 1. WAIVERS OF DEFAULTS AND EVENTS OF DEFAULT

     Upon the  fulfillment of the  conditions set forth in Section 3 below,  the
following provisions of the Credit Agreement are hereby waived as follows:

     1.1 The Lenders hereby agree to waive any Default or Event of Default which
has occurred and is continuing, or which may occur as a result of the Borrower's
failure to deliver its Fiscal Year end audited financial  statements without any
qualification  (except with respect to new accounting principles mandated by the
Financial  Accounting  Standards  Board) as required  by Section  6.05(a) of the
Credit Agreement.

     1.2 The Lenders hereby agree to waive any Default or Event of Default which
has occurred and is  continuing,  as a result of the  Borrower's  failure (i) to
comply with the terms of Section 7.09 for the period ended December 31, 2000 and
(ii) to  comply  with the  provisions  of  Section  7.10 for the  periods  ended
December 31, 2000 and January 31, 2001.

<PAGE>

     SECTION 2. CONFIRMATION OF LOAN DOCUMENTS

     2.1 Each Loan Party,  by its  execution  and  delivery  of this  Agreement,
irrevocably and unconditionally  ratifies and confirms in favor of the Agent and
the  Lenders  that (i) it  consents  to the terms and  conditions  of the Credit
Agreement as it has been amended by this Agreement and that notwithstanding this
Agreement, each Loan Document to which such Loan Party is a party shall continue
in full force and effect in accordance with its terms, as it has been amended by
this  Agreement,  and is  and  shall  continue  to be  applicable  to all of the
Obligations  and  (ii)  it is  truly  and  justly  indebted  to the  Agent,  the
Collateral Monitor and the Lenders,  for all of the Obligations without defense,
offset or counterclaim of any kind whatsoever and hereby releases the Agent, the
Collateral Monitor and each of the Lenders from any and all claims, obligations,
acts,  omissions,  damages or causes of action arising out of, related or in any
way connected  with any action or failure to act, prior to the execution of this
Agreement , in  connection  with the events or  circumstances  arising  under or
otherwise related to the Credit Agreement or any other Loan Document.

     SECTION 3. CONDITIONS PRECEDENT

     This  Agreement  shall become  effective upon the execution and delivery to
the Agent of  counterparts  hereof by the Borrower,  each  Guarantor and Lenders
constituting   the  Required  Lenders  and  the  fulfillment  of  the  following
conditions:

     3.1 The Agent shall have received a non-refundable waiver fee in the amount
of $50,000 to be distributed among the Lenders pro rata in accordance with their
Revolving Credit Commitments.

     3.2 Morgan,  Lewis & Bockius LLP, counsel to the Agent, shall have received
payment in full for all legal fees charged,  and all costs and expenses incurred
and  invoiced,  by such  counsel  through  the date  hereof  and all legal  fees
charged, and all costs and expenses incurred, by such counsel in connection with
the transactions contemplated under the Credit Agreement, this Agreement and the
other Loan Documents and  instruments  in connection  herewith and therewith and
the Agent shall have received  payment in full of any other fees and expenses of
the Agent, the Collateral  Monitor,  or any other  professional  retained by the
Agent which the Borrower is  obligated  to pay pursuant to the Credit  Agreement
and the other Loan Documents.

     3.3  All  legal  matters  in  connection   with  this  Agreement  shall  be
satisfactory to the Agent and its counsel in their sole discretion.

     3.4 The Agent  shall have  received  a  certificate  signed by a  Financial
Officer of the Borrower and each  Guarantor  stating that after giving effect to
this  Agreement  (i)  all  representations  and  warranties  contained  in  this
Agreement  and the Credit  Agreement  shall be true and correct in all  material
respects  with the same effect as though made on and as of the date on which the
conditions  set forth in this Section 3 are  fulfilled  (except

<PAGE>

insofar as such  representations  and warranties  relate expressly to an earlier
date) and (ii) there exists no Default or Event of Default.

     3.5 The Agent  shall have  received  such other  documents  as the Agent or
Agent's counsel shall reasonably deem necessary.

     SECTION 4. MISCELLANEOUS

     4.1 Each of the  Borrower  and the  Guarantors  reaffirms  and restates the
representations  and warranties set forth in Article IV of the Credit Agreement,
and   represents   that  after  giving   effect  to  this   Agreement  all  such
representations  and  warranties  shall  be true  and  correct  in all  material
respects  with the same effect as though made on and as of the date on which the
conditions  set  forth  in  Section  3 are  fulfilled  (except  insofar  as such
representations  and warranties  relate expressly to an earlier date). Each Loan
Party  represents  and warrants  (which  representations  and  warranties  shall
survive the execution and delivery hereof) to the Lenders that:

     (a) It has the corporate power and authority to execute,  deliver and carry
     out the terms and  provisions  of this  Agreement  hereby  and has taken or
     caused  to be  taken  all  necessary  corporate  action  to  authorize  the
     execution, delivery and performance of this Agreement;

     (b)  No  consent  of  any  other  person  (including,  without  limitation,
     shareholders  or creditors of any Loan Party),  and no action of, or filing
     with any governmental or public body or authority is required to authorize,
     or is otherwise  required in connection  with the  execution,  delivery and
     performance of this Agreement;

     (c) This  Agreement  has been duly executed and delivered on behalf of each
     Loan Party by a duly authorized officer, and constitutes a legal, valid and
     binding  obligation of each Loan Party  enforceable in accordance  with its
     terms, subject to bankruptcy,  reorganization,  insolvency,  moratorium and
     other similar laws affecting the enforcement of creditors' rights generally
     and  the  exercise  of  judicial  discretion  in  accordance  with  general
     principles of equity; and

     (d) The  execution,  delivery and  performance  of this  Agreement will not
     violate any law, statute or regulation, or any order or decree of any court
     or governmental instrumentality,  or conflict with, or result in the breach
     of, or  constitute a default under any  contractual  obligation of any Loan
     Party.

     4.2 Except, as herein expressly  amended,  the Credit Agreement is ratified
and  confirmed  in all  respects  and shall  remain in full  force and effect in
accordance with its terms.

<PAGE>

     4.3 All references to the Credit  Agreement in the Credit Agreement and the
other Loan Documents and the other documents and instruments  delivered pursuant
to or in connection  therewith shall mean the Credit Agreement as amended hereby
and as may in the future be amended,  restated,  supplemented  or modified  from
time to time.

     4.4 This Agreement may be executed by the parties hereto individually or in
combination, in one or more counterparts, each of which shall be an original and
all of which shall constitute one and the same agreement.

     4.5  Delivery  of an  executed  counterpart  of a  signature  page  to this
Agreement by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Agreement.

     4.6 THIS  AGREEMENT,  IN  ACCORDANCE  WITH  SECTION  5-1401 OF THE  GENERAL
OBLIGATION LAW OF THE STATE OF NEW YORK,  SHALL BE CONSTRUED IN ACCORDANCE  WITH
AND  GOVERNED  BY THE  LAWS OF THE  STATE  OF NEW  YORK  WITHOUT  REGARD  TO ANY
CONFLICTS OF LAWS PRINCIPLES  THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE
LAWS OF ANY OTHER JURISDICTION.

     4.7 The parties  hereto shall,  at any time and from time to time following
the  execution  of  this  Agreement,   execute  and  deliver  all  such  further
instruments and take all such further actions as may be reasonably  necessary or
appropriate in order to carry out the provisions of this Agreement.

     [Remainder of this page intentionally left blank.]

     <PAGE>

     IN WITNESS  WHEREOF,  the Borrower,  Guarantors,  the Agent, the Collateral
Monitor and the Lenders have caused this Waiver Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.

                              KASPER A.S.L., LTD., as Borrower


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Secretary

                              A.S.L. RETAIL OUTLETS, INC., as a Guarantor


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Secretary

                              ASL/K LICENSING CORP., as a Guarantor


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Secretary

                              KASPER A.S.L. EUROPE, LTD., as a Guarantor


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Treasurer

                              KASPER HOLDINGS INC., as a Guarantor


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Secretary

<PAGE>

                              AKC ACQUISITION, LTD., as a Guarantor


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Treasurer

                              LION LICENSING, LTD., as a Guarantor


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Treasurer

                              ASIA EXPERT LIMITED, as a Guarantor


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Secretary


                              TOMWELL LIMITED, as a Guarantor


                              By: /s/ Lester E. Schreiber
                                  -----------------------
                              Name: Lester E. Schreiber
                              Title:   Secretary


                              VIEWMON LIMITED, as a Guarantor


                              By:_____________________________
                              Name:
                              Title:

                              THE CHASE MANHATTAN BANK, as Lender


                              By: /s/ Susan H. Atha
                                  -----------------
                              Name: Susan H. Atha
                              Title: Vice President

<PAGE>
                              THE CHASE MANHATTAN BANK, as Agent


                              By: /s/ Susan H. Atha
                                  -----------------
                              Name: Susan H. Atha
                              Title: Vice President

                              THE CIT GROUP/COMMERCIAL SERVICES,
                              INC., as Lender


                              By: /s/ Deborah Rogut
                                  -----------------
                              Name: Deborah Rogut
                              Title: Vice President

                              THE CIT GROUP/COMMERCIAL SERVICES,
                              INC., as Collateral Monitor


                              By: /s/ Deborah Rogut
                                  -----------------
                              Name: Deborah Rogut
                              Title: Vice President

                              LASALLE BANK, NATIONAL ASSOCIATION,
                              as Lender


                              By: /s/ Michael W. Kiss
                                  -------------------
                              Name: Michael W. Kiss
                              Title: Senior Vice President

                              FLEET CAPITAL CORPORATION, as Lender


                              By: /s/ Frank J. Galle
                                 -------------------
                              Name: Frank J. Galle
                              Title: Senior Vice President

<PAGE>

                              FINOVA CAPITAL CORPORATION, as Lender


                              By:_____________________________
                              Name:
                              Title:

                              ISRAEL DISCOUNT BANK OF NEW YORK, as
                              Lender


                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:

                              PNC BANK, NATIONAL ASSOCIATION, as
                              Lender


                              By: /s/ Rose M. Crump
                                  -----------------
                              Name:  Rose M. Crump
                              Title: Vice President

                              DEBIS FINANCIAL SERVICES, INC., as Lender


                              By: /s/ James M. Vandervalk
                                  -----------------------
                              Name: James M. Vandervalk
                              Title: President, Asset Based Lending Division


                              BANK LEUMI USA, as Lender


                              By: /s/ Steven Farron
                                  -----------------
                              Name:  Steven Farron
                              Title: Vice President

</TEXT>
</DOCUMENT>
