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.
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
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
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 Bas