
                                                                   EXHIBIT 10.27

                                                                  Execution Copy



                          FIRST AMENDMENT AND WAIVER TO
               AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY

                  FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT
AGREEMENT AND GUARANTY (the "Amendment and Waiver") dated as of August 30, 1996
among BISCAYNE APPAREL, INC., BISCAYNE APPAREL INTERNATIONAL, INC., MACKINTOSH
OF NEW ENGLAND CO., and M & L INTERNATIONAL, INC., (individually, each a
"Borrower" and collectively, the "Borrowers" and individually, each a
"Guarantor" and collectively, the "Guarantors"), THE CHASE MANHATTAN BANK
(successor by merger to The Chase Manhattan Bank, N.A.), CORESTATES BANK, N.A.,
THE FIRST NATIONAL BANK OF BOSTON, FLEET BANK N.A. (successor by merger to
Natwest Bank, N.A.), and MILBERG FACTORS, INC. (individually, each a "Lender"
and collectively, the "Lenders"), THE CHASE MANHATTAN BANK (successor by merger
to The Chase Manhattan Bank, N.A.), as agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Agent"), and MILBERG
FACTORS, INC., as servicing agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Servicing Agent").

                  PRELIMINARY STATEMENT. The Borrowers, the Guarantors, the
Lenders and the Agents have entered into an Amended and Restated Credit
Agreement and Guaranty dated as of March 28, 1996 (the "Credit Agreement"). The
terms defined in the Credit Agreement are used in this Amendment and Waiver as
in the Credit Agreement unless otherwise defined in this Amendment and Waiver.

                  The Borrowers, the Lenders and the Agents have agreed to amend
and waive certain provisions of the Credit Agreement as hereinafter set forth.

                  SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 3 hereof, hereby amended as
follows:

                  (a) The following definition is added in its proper
alphabetical order:

                           "Andy Johns" means Andy Johns Fashions
                  International.

                  (b) The definition of "Revolving Credit Loans Borrowing Base"
is amended by deleting the first sentence


<PAGE>


thereof in its entirety and inserting in its place the
following:

                           "Revolving Credit Loans Borrowing Base" means for
                  each date or period specified below the lesser of (1) an
                  amount equal to the total of (a) the Collateral Borrowing
                  Base, and to the extent the amount is a positive number plus,
                  and to the extent the amount is a negative number minus, the
                  integer of (b) the Revolving Credit Loans Permitted
                  Overadvance or (2) column A set forth below for such date or
                  period:

<TABLE>
<CAPTION>

                   DATE OR PERIOD                                                A
                   --------------                                                -

<S>                                                    <C>
August 30, 1996 to and including August 31,            Thirty Million Dollars ($30,000,000)
1996

September 1, 1996 to and including                     Thirty-Three Million Dollars ($33,000,000)
October 30, 1996

October 31, 1996 to and including                      Twenty-Five Million Dollars ($25,000,000)
November 29, 1996

November 30, 1996 to and including                     Sixteen Million Dollars ($16,000,000)
December 30, 1996

On December 31, 1996                                   Eight Million Dollars ($8,000,000)

January 1, 1997 to the Revolving Credit                Fifty Million Dollars ($50,000,000)
Termination Date
</TABLE>

                  (c) The definition of "Revolving Credit Loans Permitted
Overadvance (During the Month)" is amended by deleting the months of August,
September, October, November and December and the amounts corresponding to such
months and inserting in their place the following:

                  MONTH                              AMOUNT
                  -----                              ------

                  August                              $ 14,750,000
                  September                           $  7,000,000
                  October                             $  2,500,000
                  November                            $ (2,000,000)
                  December                            $ (3,500,000)

                  (d) The definition of "Revolving Credit Loans Permitted
Overadvance (Month End)" is amended by (i) deleting the months of August,
September and October and the amounts corresponding to such months and inserting
in their place the following:

                                       2
<PAGE>

                  MONTH                               AMOUNT
                  -----                               ------

                  August                                       $  5,250,000
                  September                                    $  0
                  October                                      $ (5,000,000)

and (ii) inserting at the end thereof the following:

                           Notwithstanding the foregoing, the proceeds of the
                  Revolving Credit Loans made to BAI which are used to finance
                  its Andy Johns division shall be equal to or less than the
                  Eligible Accounts of the Andy Johns division relied on in
                  computing the Collateral Borrowing Base as set forth on the
                  Reconciliation Report for the months ended November and
                  December. In addition, the proceeds of the Revolving Credit
                  Loans made to BAI for its Varon division shall be less than
                  the Eligible Accounts of the Varon division relied on in
                  computing the Collateral Borrowing Base as set forth on the
                  Reconciliation Report in amounts of at least $1,000,000,
                  $2,000,000 and $3,000,000 for the months ended October,
                  November, and December, respectively.

                           In addition, notwithstanding the foregoing (1) the
                  proceeds of intercompany loans or advances made to BAI which
                  are used to finance the Andy Johns division of BAI (excluding
                  amounts related to corporate expenses, management fee
                  expenses, and state and federal income taxes between BAI and
                  Apparel) shall not exceed an amount equal to Two Million Seven
                  Hundred Fifty Thousand Dollars ($2,750,000) in the aggregate
                  at any time, and (2) the proceeds of intercompany loans or
                  advances made to BAI which are used to finance the Varon
                  division of BAI (excluding amounts related to corporate
                  expenses, management fee expenses, and state and federal
                  income taxes between BAI and Apparel) shall not exceed Three
                  Million Nine Hundred Fifty-Three Dollars ($3,000,953) in the
                  aggregate at any time.

                  (e) The definition of "Working Capital Borrowing Base" is
amended by inserting after "time" in the first line thereof the following:
"prior to August 30, 1996 and on and after January 1, 1997,".

                  (f) Section 3.01, LETTERS OF CREDIT, is amended by adding at
the end thereof the following:

                           Notwithstanding the foregoing, during the
                  period from August 15, 1996 to December 31, 1996 

                                       3
<PAGE>


                  Chase will not be required to issue a Letter of Credit or
                  amend an outstanding Letter of Credit if after giving effect
                  to the issuance thereof or amendment thereto the total of (a)
                  the aggregate face amount of all Letters of Credit issued
                  during such period plus (b) the increase in the face amount of
                  all outstanding Letters of Credit during such period less (c)
                  the aggregate face amount of all Letters of Credit cancelled
                  during such period, is equal to or greater than Eleven Million
                  Five Hundred Thousand Dollars ($11,500,000). In addition,
                  during such period, Chase will not be required to issue a
                  Letter of Credit or amend an outstanding Letter of Credit
                  issued for the account of BAI where the goods covered by such
                  Letter of Credit are for or such Letter of Credit otherwise
                  relates to the Andy Johns division of BAI if after giving
                  effect to the issuance thereof or amendment thereto the total
                  of (a) the aggregate face amount of all such Letters of Credit
                  issued during such period plus (b) the increase in the face
                  amount of all such outstanding Letters of Credit during such
                  period less (c) the aggregate face amount of all Letters of
                  Credit cancelled during such period, is equal to or greater
                  than Two Million Five Hundred Thousand Dollars ($2,500,000).

                  SECTION 2. WAIVER. Because the August 7, 1996 and August 15,
1996 Reconciliation Reports reflected that Outstanding Working Capital
Obligations exceeded the Working Capital Borrowing Base and the Borrowers failed
to make a prepayment in the amount of such excess within one (1) day thereof,
the Borrowers are not in compliance with Section 2.08, MANDATORY PREPAYMENTS of
the Credit Agreement. Such noncompliance constitutes Events of Default under the
Credit Agreement. The Borrowers have requested that each Lender and each Agent
waive such Events of Default. Upon the conditions set forth below, each Lender
and each Agent waive the Borrowers failure to comply with Section 2.08,
MANDATORY PREPAYMENTS for the periods set forth in the August 7, 1996 and August
15, 1996 Reconciliation Reports. No Lender nor Agent waives any future
noncompliance with such Section.

                  SECTION 3. CONDITIONS OF EFFECTIVENESS TO THIS AMENDMENT AND
WAIVER. This Amendment and Waiver shall become effective on the date on which
the Agent shall have received each of the following documents, in form and
substance satisfactory to the Agent and its counsel and the Lenders, and each of
the following requirements shall have been fulfilled:

                                       4

<PAGE>

                  (1) THIS AMENDMENT AND WAIVER. The Borrowers, the Lenders and
the Agents shall each have executed and delivered this Amendment and Waiver;

                  (2) INTERCOMPANY LOAN SCHEDULE. The Borrowers shall have
delivered its most recent Intercompany Loan Schedule for each Borrower and each
Borrower's divisions prior to the date of this Amendment, and such Intercompany
Loan Schedule shall be in form and substance satisfactory to the Lenders and the
Agents in their sole discretion;

                  (3) OFFICER'S CERTIFICATE. The following statements shall be
true and the Agent shall have received a certificate signed by a duly authorized
officer of each Borrower dated the effective date of this Amendment and Waiver
stating that:

                  (a) The representations and warranties contained in the Credit
         Agreement and in each of the other Facility Documents are true and
         correct on and as of the effective date of this Amendment and Waiver as
         though made on and as of such date;

                  (b) After giving effect to this Amendment and Waiver, no
         Default or Event of Default has occurred and is continuing; and

                  (c) The amounts set forth on the Intercompany Loan Schedule
         delivered in connection with this Amendment are true and correct;

                  (4) LENDERS' FEES. The Borrowers shall have paid to the Agent
a fee of Twenty-Five Thousand Dollars ($25,000) for the account of the Lenders.
The Agent will promptly thereafter cause to be distributed to each Lender such
Lender's Pro Rata Share of such fees;

                  (5) LEGAL BILL. Dewey Ballantine will be paid in full for all
legal fees, costs and expenses in connection with the preparation of the
Amendment and Waiver and all past due legal fees, costs and expenses;

                  (6) ADDITIONAL DOCUMENTATION. The Agent shall have received
such other approvals, opinions or documents as any Lender may reasonably
request.

                  SECTION 4. REFERENCE TO AND EFFECT ON THE FACILITY DOCUMENTS.
(a) Upon the effectiveness of Section 1 hereof, on and after the date hereof
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in the other
Facility Documents to the Credit Agreement, shall mean 

                                       5
<PAGE>

and be a reference to the Credit Agreement as amended hereby.

                  (b) Except as specifically amended above, the Credit Agreement
and all other Facility Documents shall remain in full force and effect and are
hereby ratified and confirmed.

                  (c) The execution, delivery and effectiveness of this
Amendment and Waiver shall not, except as expressly provided herein, operate as
a waiver of any right, power or remedy of any Lender or Agent under any of the
Facility Documents, nor, except as expressly provided herein, constitute a
waiver of any provision of the Facility Documents.

                  SECTION 5. COSTS AND EXPENSES. The Borrowers agree to pay the
Agent, the Servicing Agent, and the Lenders on demand all costs, expenses and
charges, in connection with the preparation, reproduction, execution, delivery,
filing, recording and administration of this Amendment and Waiver and any other
instruments and documents to be delivered hereunder, including, without
limitation, the fees and out-of-pocket expenses of counsel for the Agent, the
Servicing Agent, and each Lender with respect thereto and with respect to
advising the Agent, the Servicing Agent, and each Lender as to its rights and
responsibilities under such documents, and all costs and expenses, if any, in
connection with the enforcement of any such documents.

                  SECTION 6.  GOVERNING LAW.  This Amendment and
Waiver shall be governed by and construed in accordance with
the laws of the State of New York.

                  SECTION 7.  HEADINGS.  Section headings in this
Amendment and Waiver are included herein for convenience of
reference only and shall not constitute a part of this
Amendment and Waiver for any other purpose.

                  SECTION 8. COUNTERPARTS. This Amendment and Waiver may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any party hereto may execute this
Amendment and Waiver by signing any such counterpart.


                           [INTENTIONALLY LEFT BLANK.]

                                      6
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be duly executed as of the day and year first above
written.


                             BISCAYNE APPAREL, INC.


                             By: /s/ PETER VANDENBERG JR.
                                 --------------------------
                                 Name: Peter Vandenberg Jr.
                                 Title: Vice President


                             BISCAYNE APPAREL INTERNATIONAL, INC.


                             By: /s/ PETER VANDENBERG JR.
                                 --------------------
                                 Name: Peter Vandenberg Jr.
                                 Title: Vice President


                             MACKINTOSH OF NEW ENGLAND CO.


                             By: /s/ PETER VANDENBERG JR.
                                 --------------------
                                 Name: Peter Vandenberg Jr.
                                 Title: Vice President


                             M & L INTERNATIONAL, INC.


                             By:  /s/ PETER VANDENBERG JR.
                                  --------------------
                                  Name: Peter Vandenberg Jr.
                                  Title: Vice President


                              THE CHASE MANHATTAN BANK (successor
                                by merger to The Chase Manhattan
                                Bank, N.A.; "Chase"), as Lender


                             By:  /s/ JOHN MURPHY
                                  ------------------------
                                  Name: John Murphy
                                  Title: Vice President

                             MILBERG FACTORS, INC., as Lender


                             By:  /s/
                                  -----------------------
                                  Name:
                                  Title:

                                       7
<PAGE>

                             CORESTATES BANK, N.A., as Lender


                             By:  /s/ JOHN A. GINTER
                                  -------------------------
                                  Name: John A. Ginter
                                  Title: Commercial Officer



                             THE FIRST NATIONAL BANK OF BOSTON,
                               as Lender


                             By: /s/ DAVID F. EUSDEN
                                 --------------------------
                                 Name: David F. Eusden
                                 Title: Director


                             FLEET BANK, N.A. (formerly known as
                               NatWest Bank N.A.), as Lender


                             By: /s/ BRUCE WICKS
                                 ---------------------------
                                 Name: Bruce Wicks
                                 Title: Vice President


                             THE CHASE MANHATTAN BANK (successor
                               by merger to The Chase Manhattan
                               Bank, N.A.; "Chase"), as Agent


                             By:  /s/ JOHN MURPHY
                                  -------------------------
                                  Name: John Murphy
                                  Title: Vice President

                             MILBERG FACTORS, INC., as
                              Servicing Agent


                             By: /s/ 
                                 --------------------------
                                 Name:
                                 Title:

                                       8

