CREDIT AND GUARANTY AGREEMENT dated as of May 6, 2010 among PHILLIPS-VAN HEUSEN CORPORATION, as U.S. Borrower, TOMMY HILFIGER B.V., as Foreign Borrower, CERTAIN SUBSIDIARIES OF PHILLIPS-VAN HEUSEN CORPORATION, as Guarantors, VARIOUS LENDERS, BARCLAYS...Credit and Guaranty Agreement • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May 6, 2010, is entered into by and among PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation (the “U.S. Borrower”), TOMMY HILFIGER B.V., a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands (the “Foreign Borrower” and, together with the U.S. Borrower, the “Borrowers”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, the Lenders party hereto from time to time, and BARCLAYS BANK PLC (“Barclays Bank”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), with Deutsche Bank Securities Inc. (“DBSI”), as Syndication Agent (together with its permitted successors in such capacity, the “Syndication Agent”), and Banc of America Securities LLC (“BAS”), Credit Suisse Securities (USA) LLC (“CS Securities”) and Royal Bank of Canada (“
PHILLIPS-VAN HEUSEN CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (Director)Restricted Stock Unit Award Agreement • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York
Phillips-Van Heusen Corporation (the “Company”) grants to the Grantee named below, in accordance with the terms of the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (the “Plan”) and this restricted stock unit agreement (this “Agreement”), the number of restricted stock units (the “Restricted Stock Units” or the “Award”) provided as follows:
STOCKHOLDERS AGREEMENTStockholders Agreement • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of May 6, 2010 (this “Agreement”), by and among Phillips-Van Heusen Corporation, a Delaware corporation (the “Company”), LNK Partners, L.P., a Delaware limited partnership, and LNK Partners (Parallel), L.P., a Delaware limited partnership (together, with LNK Partners, L.P., the “Investors”).
AMENDMENT Dated as of June 8, 2010 TO THE STOCKHOLDERS AGREEMENT dated as of May 6, 2010 by and among Phillips-Van Heusen Corporation, Tommy Hilfiger Holding S.a.r.l, Stichting Administratiekantoor Elmira, Apax Europe VI-A, L.P., Apax Europe VI-1,...Stockholders Agreement • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments
THIS AMENDMENT TO THE STOCKHOLDERS AGREEMENT, dated as of June 8, 2010 (this “Amendment”), is being entered into by and among Phillips-Van Heusen Corporation, a Delaware corporation (the “Company”), Tommy Hilfiger Holding S.a.r.l., a Luxembourg limited liability company (“LuxCo”), Stichting Administrekantoor Elmira, a foundation under Dutch law (stichting) (the “Foundation”), Apax Europe VI-A, L.P., a limited partnership under English law (“Apax Europe VI-A, L.P.”), Apax Europe VI-1, L.P., a limited partnership under English law (“Apax Europe VI-1, L.P.”) and Apax US VII, L.P., an exempted limited partnership under Cayman Islands law (“Apax US VII, L.P.”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Stockholders Agreement dated as of May 6, 2010 (the “Stockholders Agreement”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 10, 2007 among PHILLIPS-VAN HEUSEN CORPORATION, THE IZOD CORPORATION PVH WHOLESALE CORP. PVH RETAIL CORP. IZOD.COM INC. G.H. BASS FRANCHISES INC. CD GROUP INC., PVH CK STORES, INC., PVH...Credit Agreement • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 10, 2007, among PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation, THE IZOD CORPORATION, a Pennsylvania corporation, PVH WHOLESALE CORP., a Delaware corporation, PVH RETAIL CORP., a Delaware corporation, IZOD.COM INC., a Delaware corporation, G.H. BASS FRANCHISES INC., a Delaware corporation, CD GROUP INC., a Delaware corporation, PVH CK STORES, INC., a Delaware corporation, PVH OHIO, INC., a Delaware corporation, PVH MICHIGAN, INC., a Delaware corporation, PVH PENNSYLVANIA, INC., a Delaware corporation, PVH WHOLESALE NEW JERSEY, INC., a Delaware corporation, PVH RETAIL MANAGEMENT COMPANY, a Delaware corporation, and PVH SUPERBA/INSIGNIA NECKWEAR, INC., a Delaware corporation, as joint and several borrowers, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, J.P. MORGAN SECURITIES INC. as Joint Lead Arranger and Sole Bookrunner, BANK OF AMERICA, N.A. as Joint Lead Arrange
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of July 26, 2010 and is entered into by and among Phillips Van-Heusen Corporation, a Delaware corporation (the “U.S. Borrower’’), and the Lenders party hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of May 6, 2010 (the “Credit Agreement”) by and among the Borrower, the subsidiaries of the U.S. Borrower named therein, the Lenders, the Administrative Agent, and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
THIRD SUPPLEMENTAL INDENTURE Dated as of May 6, 2010 to INDENTURE Dated as of November 1, 1993 between PHILLIPS-VAN HEUSEN CORPORATION AND THE BANK OF NEW YORK MELLON, AS TRUSTEESupplemental Indenture • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York
This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 6, 2010, is entered into by and between Phillips-Van Heusen Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “Trustee”) for the Holders.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated as of May 27, 2010, between PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation (“PVH” and, together with its affiliates and subsidiaries, the “Company”), and EMANUEL CHIRICO (the “Executive”).
STOCKHOLDER AGREEMENT dated as of May 6, 2010 by and between PHILLIPS-VAN HEUSEN CORPORATION, and MSD BRAND INVESTMENTS, LLCStockholder Agreement • September 10th, 2010 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
THIS STOCKHOLDER AGREEMENT, dated as of May 6, 2010 (this “Agreement”), by and between Phillips-Van Heusen Corporation, a Delaware corporation (the “Company”) and MSD Brand Investments, LLC, a Delaware limited liability company (the “Investor”).
