respect to
payments of principal of or interest on this Note.
This Note is subject to mandatory prepayment and to prepayment at the option of
[U.S. Borrower] [Foreign Borrower], each as provided in the Credit Agreement.
EXHIBIT B-5-1
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF [U.S. BORROWER] [FOREIGN BORROWER]
AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.
Upon the occurrence of an Event of Default, the unpaid balance of the principal
amount of this Note, together with all accrued and unpaid interest thereon, may
become, or may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner provided in
the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of [U.S. Borrower]
[Foreign Borrower], which are absolute and unconditional, to pay the principal
of and interest on this Note at the place, at the respective times, and in the
currency herein prescribed.
The [U.S. Borrower] [Foreign Borrower] promises to pay all costs and expenses,
including reasonable attorneys' fees, all as provided in the Credit Agreement,
incurred in the collection and enforcement of this Note.
The [U.S. Borrower]
[Foreign Borrower] and any endorsers of this Note hereby consent to renewals and
extensions of time at or after the maturity hereof, without notice, and hereby
waive diligence, presentment, protest, demand notice of every kind and, to the
full extent permitted by law, the right to plead any statute of limitations as a
defense to any demand hereunder.
[Remainder of page intentionally left blank]
EXHIBIT B-5-2
IN WITNESS WHEREOF, the [U.S. Borrower] [Foreign Borrower] has caused this Note
to be duly executed and delivered by its officer thereunto duly authorized as of
the date and at the place first written above.
[PHILLIPS-VAN HEUSEN CORPORATION
By: ___________________________________
Name:
Title: ]
[TOMMY HILFIGER B.V.
By: ___________________________________
Name:
Title: ]
EXHIBIT B-5-3
EXHIBIT C-1 TO
CREDIT AND GUARANTY AGREEMENT
COMPLIANCE CERTIFICATE
THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:
1.
I am the Principal Financial Officer of the Phillips-Van Heusen Corporation, a
Delaware corporation (the "Borrower Representative").
2.
I have reviewed the terms of that certain Credit and Guaranty Agreement, dated
as of May 6, 2010 (as it may be amended, supplemented or otherwise modified, the
"Credit Agreement"; the terms defined therein and not otherwise defined herein
(including in Annex A hereto) being used herein (and in Annex A hereto) as
therein defined), 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.