PVH CORP. /DE/ - FORM 10-Q - EX-10.2

Attached files

file	filename
10-Q - PVH CORP. /DE/	tenq2ndqtr2010final.htm
EX-15 - PVH CORP. /DE/	exh15.htm
EX-31.1 - PVH CORP. /DE/	exh311.htm
EX-32.2 - PVH CORP. /DE/	exh322.htm
EX-32.1 - PVH CORP. /DE/	exh321.htm
EX-31.2 - PVH CORP. /DE/	exh312.htm
EX-10.4 - PVH CORP. /DE/	exh104boardfees.htm
EX-10.3 - PVH CORP. /DE/	exh1032006incenplan.htm
EX-4.15 - PVH CORP. /DE/	exh4152020notesindenture.htm
EX-4.13 - PVH CORP. /DE/	exh413trumpetstockholderagrm.htm
EX-4.12 - PVH CORP. /DE/	exh412amendmenttoapaxstkhold.htm
EX-10.5 - PVH CORP. /DE/	exh105jpmpvhamendedagrmt7100.htm
EX-4.14 - PVH CORP. /DE/	exh414trumpetstockholderagrm.htm
EX-10.1 - PVH CORP. /DE/	exh101creditandguarantyagree.htm
EX-4.16 - PVH CORP. /DE/	exh4162023notesthirdsuppleme.htm
EX-10.6 - PVH CORP. /DE/	exh106secondamendmentechiric.htm
EX-4.11 - PVH CORP. /DE/	exh411projecttrumpetstockhol.htm

EXHIBIT 10.2

EXECUTION VERSION

FIRST AMENDMENT
TO CREDIT AND GUARANTY AGREEMENT

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.

RECITALS

WHEREAS, the Loan Parties have requested that Lenders holding Revolving Commitments and the Required Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

WHEREAS, the Lenders holding Revolving Commitments and the Required Lenders are willing to agree to such amendment relating to the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

1.1

Amendments to Section 1: Definitions.

(a) The definition of “Adjusted Eurocurrency Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, with respect to any determination of the Adjusted Eurocurrency Rate with respect to Revolving Loans, the Adjusted Eurocurrency Rate shall be determined without giving effect to the rate floor set forth in clause (I) above.”

(b) The definition of “Base Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, with respect to any determination of the Base Rate with respect to Revolving Loans and Swing Line Loans, the Base Rate shall be determined without giving effect to the rate floor set forth in clause (iii) above.”

(c) The definition of “Interest Payment Date” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the phrase “or any Canadian Prime Rate Loan (including any Canadian Swing Line Loan)” immediately after the phrase “(including any Swing Line Loan)” in clause (i) therein.

NY\1657796.5

SECTION II. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective as of the date hereof upon the receipt by the Administrative Agent of a counterpart signature page of this Amendment duly executed by the (a) U.S. Borrower, (b) each of the Lenders holding Revolving Commitments and (c) such additional Lenders that, together with the Lenders described in the foregoing clause (b), constitute the Required Lenders (the date of satisfaction of such conditions being referred to herein as the “Effective Date”).

SECTION III. ÞÞÞ MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the Effective Date, each reference in the Credit Agreement to “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. This Amendment shall be a “Loan Document” for purposes of the definition thereof in the Credit Agreement.

(iii) Except as specifically provided by this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

B. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

D. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

U.S. BORROWER:

PHILLIPS VAN-HEUSEN CORPORATION

By: /s/ Pamela N. Hootkin

Name: Pamela N. Hootkin

Title: SVP Treasurer

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	BARCLAYS BANK PLC,
	as Administrative Agent



	by: /s/ Diane Rolfe
	name: DIANE ROLFE
	title: DIRECTOR

NY\1657796.5


	BARCLAYS BANK PLC,
	as Lender



	by: /s/ Diane Rolfe
	name: DIANE ROLFE
	title: DIRECTOR

NY\1657796.5


	DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
	as Lender



	by: [NOT READABLE]
	name: [NOT READABLE]
	title: [NOT READABLE]

NY\1657796.5


	Crèdit Agricole Corporate & Investment Bank,
	as Lender



	by: /s/ Rod Hurst
	name: Rod Hurst
	title: Managing Director

	by: /s/ Gina Harth-Cryde
	name: Gina Harth-Cryde
	title: Managing Director

NY\1657796.5


	DBS Bank Ltd., Los Angeles Agency
	as Lender



	by: /s/ James McWalters
	name: James McWalters
	title: General Manager

NY\1657796.5


	ABN AMRO BANK N.V.,
	as Lender



	by: [NOT READABLE]
	name: [NOT READABLE]
	title: [NOT READABLE]

NY\1657796.5


	Caja de Ahorros y Monte de Picdad de Madrid
	as Lender



	by: /s/ Juan Pablo Hernadez de la Merced
	name: Juan Pablo Hernadez de la Merced
	title: Director – North American Corporate Banking

	by: /s/ Manuel Nuñez Fernandez
	name: Manuel Nuñez Fernandez
	title: General Manager

NY\1657796.5


	CRÉDIT INDUSTRIEL ET COMMERCIAL,
	as Lender



	by: /s/ BrianO’Leary
	name: Brian O’Leary
	title: Managing Director

	by: /s/ Marcus Edward
	name: Marcus Edward
	title: Managing Director

NY\1657796.5


	PNC Bank N.A.,
	as Lender



	by: /s/ Leslie Turkington
	name: Leslie Turkington
	title: Vice President

NY\1657796.5


	JPMORGAN CHASE BANK, N.A.,
	as Lender



	by: /s/ James A. Knight
	name: James A. Knight
	title: Vice President

NY\1657796.5


	Bank Leumi USA
	as Lender



	by: /s/ Joung Hee Hong
	name: Joung Hee Hong
	title: First Vice President

NY\1657796.5


	State Bank of India
	as Lender



	by: /s/ Ashok Gulla
	name: Ashok Gulla
	title: VP Head (Credit)

NY\1657796.5


	Bank of America, N.A.
	as Lender



	by: /s/ Thomas Kainamura
	name: Thomas Kainamura
	title: Vice President

NY\1657796.5


	Deutsche Bank AG, New York Branch
	as Lender



	by: /s/ Mary Kay Coyle
	name: Mary Kay Coyle
	title: Managing Director

	by: /s/ Marguerite Sutton
	name: Marguerite Sutton
	title: Director

NY\1657796.5


	TORONTO DOMINION (NEW YORK) LLC,
	as Lender



	by: /s/ Jackie Barrett
	name: Jackie Barrett
	title: Authorized Signatory

NY\1657796.5


	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	as Lender



	by: /s/ Shaheen Malik
	name: Shaheen Malik
	title: Vice President

	by: /s/ Kevin Buddhdew
	name: Kevin Buddhdew
	title: Associate

NY\1657796.5


	Sumitomo Mitsui Banking Corporation,
	as Lender



	by: /s/ Yasuhiko Imai
	name: Yasuhiko Imai
	title: Senior Vice President

NY\1657796.5


	General Electric Capital Corporation,
	as Lender



	by: /s/ Marie G. Mollo
	name: Marie G. Mollo
	title: Duly Authorized Signatory

NY\1657796.5


	Israel Discount Bank of New York
	as Lender



	by: /s/ George Commander
	name: George Commander
	title: Senior Vice President

	by: /s/ Esther Lainis
	name: Esther Lainis
	title: First Vice President

NY\1657796.5


	Sun Trust Bank,
	as Lender



	by: /s/ E. Donald Besch, Jr.
	name: E. DONALD BESCH, JR.
	title: MANAGING DIRECTOR

NY\1657796.5


	THE BANK OF NOVA SCOTIA
	as Lender



	by: /s/ Todd Meller
	name: Todd Meller
	title: Managing Director

NY\1657796.5


	HSBC Bank USA, N.A.,
	as Lender



	by: /s/ Darren Pinsker
	name: Darren Pinsker
	title: Senior Vice President

NY\1657796.5


	Mediobanca International (Luxembourg) S.A.,
	as Lender



	by: /s/ Luca Maccari – /s/Peter Gerrard
	name: Luca Maccari – Peter Gerrard
	title: Managing Director

NY\1657796.5


	ICBC (LONDON) LIMITED,
	as Lender



	by: [NOT READABLE]
	name: [NOT READABLE]
	title: [NOT READABLE]

NY\1657796.5


	Compass Bank
	as Lender



	by: /s/ Ramon Garcia
	name: Ramon Garcia
	title: Vice President

NY\1657796.5


	ROYAL BANK OF CANADA,
	as Lender



	by: /s/ G. David Cole
	name: G. DAVID COLE
	title: AUTHORIZED SIGNATORY

NY\1657796.5


	Fortis Flexi III Senior Secured Bank Loan Fund Mogliano, with BNP Paribas Investment Partners Netherlands N.A. acting as Investment Manager
	as Lender



	by: /s/ Ralf van Baast
	name: Ralf van Baast
	title: Portfolio Manager

NY\1657796.5


	Global Credit Return Fund N.V. (in relation to the series
	2009-1 Notes), By: BNP Paribas Investment Partners Netherlands N.V.
	as Lender



	by: /s/ Ralf van Baast
	name: Ralf van Baast
	title: Portfolio Manager

NY\1657796.5


	RAYMOND JAMES BANK, FSB
	as Lender



	by: /s/ Mark E. Moody
	name: Mark E. Moody
	title: Senior Vice President

NY\1657796.5


	U.S. Bank National Association
	as Lender



	by: /s/ Blake Malia
	name: Blake Malia
	title: Vice President

NY\1657796.5


	Eaton Vance CDO VII PLC
	By: Eaton Vance Management
	as Interim Investment Advisor,
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	Eaton Vance CDO VIII, Ltd.
	By: Eaton Vance Management
	As Investment Advisor
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	Eaton Vance CDO IX Ltd.
	By: Eaton Vance Management
	as Investment Advisor
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	Eaton Vance CDO X PLC
	By: Eaton Vance Management
	As Investment Advisor
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	EATON VANCE SENIOR
	FLOATING-RATE TRUST
	By: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	EATON VANCE FLOATING-RATE
	INCOME TRUST
	By: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	Eaton Vance Medallion
	Floating-Rate Income Portfolio
	By: Eaton Vance Management
	As Investment Advisor,
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	EATON VANCE SENIOR INCOME TRUST
	By: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR,
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	EATON VANCE INSTITUTIONAL SENIOR LAW FUND
	By: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	EATON VANCE
	LIMITED DURATION INCOME FUND
	By: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	GRAYSON & CO
	BY: BOSTON MANAGEMENT AND RESEARCH
	AS INVESTMENT ADVISOR
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	INNOVATION TRUST 2009
	By: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	MET INVESTORS SERIES TRUST
	MET/EATON VANCE FLOATING RATE PORTFOLIO
	BY EATON VANCE MANAGEMENT
	AS INVESTMENT SUB-ADVISOR
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	PACIFIC SELECT FUND
	FLOATING-RATE LOAN PORTFOLIO
	By: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR,
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	RIVERSOURCE VARIABLE SERIES TRUST-
	VARIABLE PORTFOLIO
	EATON VANCE FLOATING RATE INCOME FUND
	By: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	SENIOR DEBT PORTFOLIO
	By: Boston Management and Research
	as Investment Advisor
	as Lender



	by: /s/ Craig P. Russ
	name: Craig P. Russ
	title: Vice President

NY\1657796.5


	Avenue CLO II, Ltd.
	Avenue CLO III, Ltd.,
	as Lender



	by: /s/ Sriram Balakrishnan
	name: Sriram Balakrishnan
	title: Portfolio Manager

NY\1657796.5


	Del Mar CLO 1, Ltd
	By: Caywood-Scholl Capital Management
	As Collateral Manager



	by: /s/ Tom Saake
	name: Tom Saake
	title: Managing Director

NY\1657796.5


	ALM Loan Funding 2010-1, Ltd.
	as Lender

	By: Apollo Credit Management, LLC, its collateral
	manager


	by: /s/ Joseph Moroney
	name: JOSEPH MORONEY
	title: Authorized Signatory

NY\1657796.5


	ALM LOAN FUNDING 2010-2 LLC,
	as Lender

	By: Apollo Credit Management, LLC, as Portfolio
	Manager


	by: /s/ Joseph Moroney
	name: JOSEPH MORONEY
	title: Vice President

NY\1657796.5


	GE Capital Financial Inc.,
	as Lender



	by: /s/ Alison P. Trapp
	name: Alison P. Trapp
	title: Duly Authorized Signatory

NY\1657796.5


Ariel Reinsurance Company Ltd.
BlackRock Senior High Income Fund, Inc.
BlackRock Defined Opportunity Credit Trust
BlackRock Limited Duration Income Trust
BlackRock Senior Income Series
BlackRock Senior Income Series II
BlackRock Senior Income Series IV
BlackRock Senior Income Series V Limited
BlackRock Debt Strategies Fund, Inc.
BlackRock Diversified Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund II, Inc.
BlackRock Global Investment Series: Income Strategies Portfolio
Master Senior Floating Rate LLC
Missouri State Employees’ Retirement System
BlackRock Senior Floating Rate Portfolio
BlackRock Floating Rate Income Trust

	as Lender


	by: /s/ Ann Marie Smith
	name: Ann Marie Smith
	title: Authorized Signatory

NY\1657796.5


	LightPoint CLO III, Ltd.,
	as Lender
	By Neuberger Berman Fixed Income LLC as collateral
	manager


	by: /s/ Colin Donlan
	name: Colin Donlan
	title: Authorized Signatory

NY\1657796.5


	LightPoint CLO IV, Ltd.,
	as Lender
	By Neuberger Berman Fixed Income LLC as collateral
	manager


	by: /s/ Colin Donlan
	name: Colin Donlan
	title: Authorized Signatory

NY\1657796.5


	LightPoint CLO V, Ltd.,
	as Lender
	By Neuberger Berman Fixed Income LLC as collateral
	manager


	by: /s/ Colin Donlan
	name: Colin Donlan
	title: Authorized Signatory

NY\1657796.5


	LightPoint CLO VII, Ltd.,
	as Lender
	By Neuberger Berman Fixed Income LLC as collateral
	manager


	by: /s/ Colin Donlan
	name: Colin Donlan
	title: Authorized Signatory

NY\1657796.5


	LightPoint Pan-European CLO 2006 Plc.,
	as Lender
	By Neuberger Berman Fixed Income LLC as collateral
	manager


	by: /s/ Colin Donlan
	name: Colin Donlan
	title: Authorized Signatory

NY\1657796.5


	LightPoint Pan-European CLO 2007-1 Plc.,
	as Lender
	By Neuberger Berman Fixed Income LLC as collateral
	manager


	by: /s/ Colin Donlan
	name: Colin Donlan
	title: Authorized Signatory

NY\1657796.5


	Marquette US/European CLO, Plc.,
	as Lender
	By Neuberger Berman Fixed Income LLC as collateral
	manager


	by: /s/ Colin Donlan
	name: Colin Donlan
	title: Authorized Signatory

NY\1657796.5


	Neuberger Berman – Floating Rate Income Fund,
	as Lender



	by: /s/ Colin Donlan
	name: Colin Donlan
	title: Authorized Signatory

NY\1657796.5


	QUEEN STREET CLO 1 BV
	QUEEN STREET CLO 2 BV
	as Lender



	by: /s/ Ujjaual Desai
	name: UJJAUAL DESAI
	title: Managing Partner
	Indicus Advisors

NY\1657796.5


	[NOT READABLE]
	Axa Investment Managers Paris S.A. on behalf of the
	funds it manages:

	Ø Confluent 5 Limited
	Ø Matignon Derivatives Loans
	Ø Matignon Leveraged Loans Limited
	Ø Stichting Depositary APG Fixed Income Credits Pool
	Ø AXA IM European Loan Limited

	as Lenders

NY\1657796.5


	NAVIGATOR CDO 2005, LTD., as a Lender

	By: GE Asset Management Inc., as Collateral Manager


	By: /s/ John Campos
	Name: John Campos
	Title: Authorized Signatory


	GENERAL ELECTRIC PENSION TRUST, as a Lender

	By: GE Capital Debt Advisors, LLC, as Investment Advisor


	By: /s/ John Campos
	Name: John Campos
	Title: Authorized Signatory

NY\1657796.5


	AIB Debt Management Limited
	as Lender



	by: /s/ Roisin O’Connell
	name: Roisin O’Connell
	title: Vice President
	Investment Advisor to
	AIB Debt Management, Limited

	by: /s/ Shreya Shah
	name: Shreya Shah
	title: Vice President
	Investment Advisor to
	AIB Debt Management, Limited

NY\1657796.5


	APIDOS CDO I,
	as Lender



	by: /s/ Gretchen Bergstresser
	name: Gretchen Bergstresser
	title: Senior Portfolio Manager

NY\1657796.5


	APIDOS CDO II,
	as Lender



	by: /s/ Gretchen Bergstresser
	name: Gretchen Bergstresser
	title: Senior Portfolio Manager

NY\1657796.5


	APIDOS CDO III,
	as Lender



	by: /s/ Gretchen Bergstresser
	name: Gretchen Bergstresser
	title: Senior Portfolio Manager

NY\1657796.5


	APIDOS CDO IV,
	as Lender



	by: /s/ Gretchen Bergstresser
	name: Gretchen Bergstresser
	title: Senior Portfolio Manager

NY\1657796.5


	APIDOS CDO V,
	as Lender



	by: /s/ Gretchen Bergstresser
	name: Gretchen Bergstresser
	title: Senior Portfolio Manager

NY\1657796.5


	APIDOS CDO Quattro,
	as Lender



	by: /s/ Gretchen Bergstresser
	name: Gretchen Bergstresser
	title: Senior Portfolio Manager

NY\1657796.5


	APIDOS CDO Cinco,
	as Lender



	by: /s/ Gretchen Bergstresser
	name: Gretchen Bergstresser
	title: Senior Portfolio Manager

NY\1657796.5


	ACA CLO 2006-1,
	as Lender



	by: /s/ Gretchen Bergstresser
	name: Gretchen Bergstresser
	title: Senior Portfolio Manager

NY\1657796.5


	LeverageSource III S.A.R.L.,
	as Lender



	by: /s/ Stephen Gloria
	name: Stephen Gloria
	title: Authorized Signatory

NY\1657796.5


	Denali Capital LLC, managing member of
	DC Funding Partners LLC, portfolio manager for
	DENALI CAPITAL CLO IV, LTD.
	as Lender



	by: /s/ Kelli C. Marti
	name: Kelli C. Marti
	title: Senior Vice President

NY\1657796.5


	Denali Capital LLC, managing member of
	DC Funding Partners LLC, portfolio manager for
	DENALI CAPITAL CLO V, LTD.
	as Lender



	by: /s/ Kelli C. Marti
	name: Kelli C. Marti
	title: Senior Vice President

NY\1657796.5


	Denali Capital LLC, managing member of
	DC Funding Partners LLC, portfolio manager for
	DENALI CAPITAL CLO VI, LTD.
	as Lender



	by: /s/ Kelli C. Marti
	name: Kelli C. Marti
	title: Senior Vice President

NY\1657796.5


	Denali Capital LLC, managing member of
	DC Funding Partners LLC, portfolio manager for
	DENALI CAPITAL CLO VII, LTD.
	as Lender



	by: /s/ Kelli C. Marti
	name: Kelli C. Marti
	title: Senior Vice President

NY\1657796.5


	Denali Capital LLC, managing member of
	DC Funding Partners LLC, Collateral Manager for
	Spring Road CLO 2007-1, LTD.
	as Lender



	by: /s/ Kelli C. Marti
	name: Kelli C. Marti
	title: Senior Vice President

NY\1657796.5


	ARES IIIR/IVR CLO LTD.
	ARES VR CLO LTD.
	ARES X CLO LTD.
	ARES XII CLO LTD.
	Ares NF CLO XIII Ltd
	Ares NF CLO XIV Ltd
	Ares NF CLO XF Ltd
	CONFLUENT 2 LIMITED
	ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
	AREX ENHANCED LOAN INVESTMENT STRATEGY IR LTD.
	FUTURE FUND BOARD OF GUARDIANS
	ARES INSTITUTIONAL LOAN FUND B.V.
	ARES EURO CLO I.B.V.
	ARES EUROPEAN CLO II B.V., as Lenders


ARES IIIR/IVR CLO LTD.

BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER

BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




ARES VR CLO LTD.

BY: ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER

BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President

NY\1657796.5


ARES X CLO LTD.

BY: ARES CLO MANAGEMENT X, L.P., ITS INVESTMENT MANAGER

BY: ARES CLO GP X, LLC, ITS GENERAL PARTNER


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




ARES XII CLO LTD.

BY: ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER

BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




Ares NF CLO XIII Ltd

By: Ares NF CLO XIII Management, L.P., its collateral manager

By: Ares NF CLO XIII, Management LLC, its general partner


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President

NY\1657796.5


Ares NF CLO XIV Ltd

By: Ares NF CLO XIV Management, L.P., its collateral manager

By: Ares NF CLO XIV, Management LLC, its general partner


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




Ares NF CLO XV Ltd

By: Ares NF CLO XV Management, L.P., its collateral manager

By: Ares NF CLO XV, Management LLC, its general partner


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




CONFLUENT 2 LIMITED

BY: ARES PRIVATE ACCOUNT MANAGEMENT I, L.P., AS SUB-MANAGER

BY: ARES PRIVATE ACCOUNT MANAGEMENT I GP, LLC, ITS
GENERAL PARTNER


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President

NY\1657796.5


ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.

BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT,
L.P., ITS MANAGER

BY: ARES ENHANCED CREDIT OPPORUNITIES FUND MANAGEMENT
GP, LLC, AS GENERAL PARTNER


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




ARES ENHANCED INVESTMENT STRATEGY IR LTD.

BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO
MANAGER

BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




FUTURE FUND BOARD OF GUARDIANS

BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P.,
ITS INVESTMENT MANAGER (ON BEHALF OF THE ELIS IV SUB
ACCOUNT)

BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV
GP, LLC, ITS GENERAL PARTNER


By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President

NY\1657796.5


GLOBAL LOAN OPPORTUNITY FUND B.V.

BY: ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER



By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




ARES INSTITUTIONAL LOAN FUND B.V.

BY: ARES MANAGEMENT LIMITED, AS MANAGER



By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President




ARES EURO CLO I B.V.

BY: ARES MANAGEMENT LIMITED, ITS MANAGER



By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President

NY\1657796.5


ARES EUROPEAN CLO II B.V.

BY: ARES MANAGEMENT LIMITED, ITS MANAGER



By: /s/ Americo Cascella
Name: Americo Cascella
Title: Vice President

NY\1657796.5


	ERSTE GROUP BANK AG,
	as Lender



	By: /s/ Paul Judicke
	name: Paul Judicke
	title: Director



	By: /s/ Bryan Lynch
	name: Bryan Lynch
	title: Executive Director

NY\1657796.5

PVH CORP. /DE/ - FORM 10-Q - EX-10.2 - September 10, 2010

Attached files

PVH CORP. /DE/ Reports