in effect until Landlord
shall have received Collateral Agent's written certification that all amounts
advanced under the Credit Agreement have been paid in full.
EXHIBIT I-2
7.
This Agreement and the rights and obligations of the parties 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 conflicts of laws
principles.
[Remainder of page intentionally left blank]
EXHIBIT I-3
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered as of the day and year first set forth above.
[NAME OF LANDLORD]
By: _________________________
Name:
Title:
____________________________
____________________________
____________________________
Attention:
Telecopier:
By its acceptance hereof, as of the day and year first set forth above,
Collateral Agent agrees to be bound by the provisions hereof.
BARCLAYS BANK PLC,
as Collateral Agent
By: _________________________
Name:
Title:
____________________________
____________________________
____________________________
Attention:
Telecopier:
[APPROPRIATE NOTARY BLOCKS]
EXHIBIT I-4
EXHIBIT A TO
LANDLORD WAIVER AND CONSENT
Legal Description of Premises:
EXHIBIT I-A-1
EXHIBIT B TO
LANDLORD WAIVER AND CONSENT
Description of Lease:
EXHIBIT I-B-1
EXHIBIT J TO
CREDIT AND GUARANTY AGREEMENT
JOINDER AGREEMENT
THIS JOINDER AGREEMENT, dated as of [mm/dd/yy] (this "Agreement"), 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 financial institution[s] party hereto as
[Incremental Revolving Lender[s]] [Incremental Term Loan Lender[s]] (the
"Incremental Lender[s]"), and Barclays Bank PLC, as Administrative Agent and
Collateral Agent.
RECITALS:
WHEREAS, reference is hereby made to the Credit and Guaranty Agreement, dated as
of May 6, 2010 (as it may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and
among the Borrowers, the Guarantors, the Lenders party thereto from time to
time, Barclays Bank PLC, as Administrative Agent and Collateral Agent, Deutsche
Bank Securities Inc., as Syndication Agent, and Banc of America Securities LLC,
Credit Suisse Securities (USA) LLC and Royal Bank of Canada, as Co-Documentation
Agents.
WHEREAS, subject to the terms and conditions of the Credit Agreement, the
Borrowers
may increase the existing Revolving Loan Commitments and/or provide
Incremental Term Loan Commitments by entering into one or more Joinder
Agreements with the Incremental Term Loan Lenders and/or Incremental Revolving
Loan Lenders, as applicable.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and
covenants herein contained, the parties hereto agree as follows:
Each Incremental Lender party hereto hereby agrees to commit to provide its
respective Commitment as set forth on Schedule A annexed hereto, on the terms
and subject to the conditions set forth below:
Each Incremental Lender (i) confirms that it has received a copy of the Credit
Agreement and the other Loan Documents, together with