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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.









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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















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	BARCLAYS BANK PLC,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:  /s/ Diane Rolfe                             


	 
	name:  DIANE ROLFE


	 
	title:    DIRECTOR















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	DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       [NOT READABLE]                                          


	 
	name:  [NOT READABLE]


	 
	title:    [NOT READABLE]















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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















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	DBS Bank Ltd., Los Angeles Agency


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ James McWalters                                            


	 
	name:  James McWalters


	 
	title:    General Manager















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	ABN AMRO BANK N.V.,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       [NOT READABLE]                                   


	 
	name:  [NOT READABLE]


	 
	title:    [NOT READABLE]















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	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















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	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















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	PNC Bank N.A.,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Leslie Turkington                                


	 
	name:  Leslie Turkington


	 
	title:    Vice President















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	JPMORGAN CHASE BANK, N.A.,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ James A. Knight                                     


	 
	name:  James A. Knight


	 
	title:    Vice President















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	Bank Leumi USA


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Joung Hee Hong                                            


	 
	name:  Joung Hee Hong


	 
	title:    First Vice President















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	State Bank of India


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Ashok Gulla                                            


	 
	name:  Ashok Gulla


	 
	title:    VP Head (Credit)















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	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















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	TORONTO DOMINION (NEW YORK) LLC,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Jackie Barrett                                          


	 
	name:  Jackie Barrett


	 
	title:    Authorized Signatory















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	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















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	General Electric Capital Corporation,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Marie G. Mollo                                               


	 
	name:  Marie G. Mollo


	 
	title:    Duly Authorized Signatory















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	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















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	Sun Trust Bank,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ E. Donald Besch, Jr.                                     


	 
	name:  E. DONALD BESCH, JR.


	 
	title:    MANAGING DIRECTOR















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	THE BANK OF NOVA SCOTIA


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Todd Meller                                     


	 
	name:  Todd Meller


	 
	title:    Managing Director















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	HSBC Bank USA, N.A.,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Darren Pinsker                                     


	 
	name:  Darren Pinsker


	 
	title:    Senior Vice President















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	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]















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	Compass Bank


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Ramon Garcia                                     


	 
	name:  Ramon Garcia


	 
	title:    Vice President















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	ROYAL BANK OF CANADA,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ G. David Cole                                     


	 
	name:  G. DAVID COLE


	 
	title:    AUTHORIZED SIGNATORY















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	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















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	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















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	RAYMOND JAMES BANK, FSB


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Mark E. Moody                                  


	 
	name:  Mark E. Moody


	 
	title:    Senior Vice President















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	U.S. Bank National Association


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Blake Malia                                          


	 
	name:  Blake Malia


	 
	title:    Vice President















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	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















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	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















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	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















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	GRAYSON & CO


	 
	BY:  BOSTON MANAGEMENT AND RESEARCH


	 
	        AS INVESTMENT ADVISOR


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Craig P. Russ                                     


	 
	name:  Craig P. Russ


	 
	title:    Vice President















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	INNOVATION TRUST 2009


	 
	By:  EATON VANCE MANAGEMENT


	 
	        AS INVESTMENT ADVISOR


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Craig P. Russ                                     


	 
	name:  Craig P. Russ


	 
	title:    Vice President















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	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















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	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















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	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















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	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















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	Avenue CLO II, Ltd.


	 
	Avenue CLO III, Ltd.,


	 
	as Lender


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Sriram Balakrishnan                                 


	 
	name:  Sriram Balakrishnan


	 
	title:    Portfolio Manager















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	Del Mar CLO 1, Ltd


	 
	By: Caywood-Scholl Capital Management


	 
	As Collateral Manager


	 
	 

	 
	 

	 
	 

	 
	by:       /s/ Tom Saake                                  


	 
	name:  Tom Saake


	 
	title:    Managing Director















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	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















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	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















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	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















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	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















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	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















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	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















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	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