ARTICLE II REPRESENTATIONS AND WARRANTIESPurchase Agreement • September 6th, 2006 • Apax Partners Europe Managers LTD • Television broadcasting stations • New York
Exhibit 99.2: Side Letter AgreementLetter Agreement • September 6th, 2006 • Apax Partners Europe Managers LTD • Television broadcasting stations • New York
Reference is hereby made to the Purchase Agreement by and among Ronald S. Lauder ("RSL"), RSL Investments Corp., a Delaware corporation ("RIC"), RSL Investment LLC, a Delaware limited liability company ("RIL"), RAJ Family Partners, L.P, a Georgia limited partnership ("RAJ"), Leonard A. Lauder ("LAL"), LWG Family Partners, L.P., a Georgia limited partnership ("LWG"), and Adele (Guernsey) L.P., a Guernsey limited partnership ("APAX SPV"), dated as of August 25, 2006 (the "Purchase Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. As an inducement for RSL, RIC, RIL, RAJ, LAL, and LWG to enter into the Purchase Agreement and in connection therewith, RSL, RIC, RIL, RAJ, LAL, LWG, APAX SPV, Apax Europe VI-A, L.P. ("APAX Fund VI-A") and Apax Europe VI-1, L.P. (together with APAX Fund VI-A, the "APAX Funds") have entered into this letter agreement.
10,057,495 shares PHILLIPS-VAN HEUSEN CORPORATION Shares of Common Stock, par value $1.00 per share UNDERWRITING AGREEMENTApax Partners Europe Managers LTD • May 11th, 2006 • Men's & boys' furnishgs, work clothg, & allied garments • New York
Lehman Brothers Inc. As Representative of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
CONVERSION AGREEMENTConversion Agreement • May 11th, 2006 • Apax Partners Europe Managers LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
Conversion Agreement, dated as of May 9, 2006 (the "Agreement"), by and among Phillips-Van Heusen Corporation, a Delaware corporation (the "Company"), and each of the persons that signs a signature page annexed hereto (collectively, the "Selling Stockholders" and individually, a "Selling Stockholder").
