PHILLIPS-VAN HEUSEN CORPORATION Underwriting AgreementUnderwriting Agreement • April 26th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York
Phillips-Van Heusen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $600.0 million aggregate principal amount of its 7.375% Senior Notes due 2020 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc., Deutsche Bank Securities Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets Corporation, the investment banking division of Royal Bank of Canada, are acting as representatives (the “Representatives”). The Notes will (i) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof), (ii) be issued pursuant to an Indenture, dated as of May 6, 2010 (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee”). This agreement (this “Agreement”) is to confirm the agreement concerning the
Phillips-Van Heusen Corporation (A Delaware Corporation) 5,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated April 22, 2010Purchase Agreement • April 26th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York
PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation (the “Company”), confirms its respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 7 hereof), for whom Merrill Lynch, Barclays Capital Inc. (“Barclays”), Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $1.00 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase a
