Amendment No. 4 to Credit Agreement among Phillips-Van Heusen Corporation and Lenders (December 4, 2001)

EXHIBIT 4.12

CONFORMED COPY

A. Pursuant to the Credit Agreement, the Lenders have extended and agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement as amended hereby.

B. The Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as provided herein.

C. The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

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SECTION 1. Amendment to Section 1.01 of the Credit Agreement.

(a) The definition of the term "Consolidated EBITDA" in Section 1.01 of the Credit Agreement is hereby amended by (i) replacing the word "and" at the end of clause (e) thereof with a comma and (ii) adding the following text immediately after the text "in accordance with GAAP" in clause (f) thereof:

(b) The definition of the term "Hedging Agreement" in Section 1.01 of the Credit Agreement is hereby amended by deleting the definition set forth therein, and substituting therefor the following definition:

(c) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:

SECTION 2. Amendment to Section 6.07 of the Credit Agreement. Section 6.07 of the Credit Agreement is hereby amended to read in its entirety as follows:

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SECTION 3. Amendment to Section 6.12 of the Credit Agreement. Section 6.12 of the Credit Agreement is hereby amended by deleting the amounts opposite the fiscal years "February 1, 2001 -- January 31, 2002" and "February 1, 2002 -- January 31, 2003" therein, and inserting in their places the amounts "$36,200,000" and "$36,500,000", respectively.

SECTION 4. Amendment to Section 6.13 of the Credit Agreement. Section 6.13 of the Credit Agreement is hereby amended by deleting the row designated "Thereafter" in the table therein, and inserting in its place the following rows:

SECTION 5. Amendment to Section 6.14 of the Credit Agreement. Section 6.14 of the Credit Agreement is hereby amended by deleting the row designated "Thereafter" in the table therein, and inserting in its place the following rows:

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SECTION 6. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each other party hereto that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date and (b) no Default or Event of Default has occurred and is continuing.

SECTION 7. Amendment Fee. In consideration of the agreements of the Required Lenders contained in this Amendment, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers an executed counterpart of this Amendment prior to 5:00 p.m., New York City time, on December 4, 2001, an amendment fee (the "Amendment Fee") equal to 0.20% of the aggregate amount of (i) the outstanding Loans of such Lender, (ii) such Lender's Applicable Percentage of the aggregate LC Exposure and the aggregate outstanding Swingline Loans and (iii) such Lender's unused Commitment, in each case on the date hereof; provided that no Amendment Fee shall be payable unless this Amendment becomes effective in accordance with its terms.

SECTION 8. Conditions to Effectiveness. This Amendment shall become effective as of the date first above written when (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Required Lenders and (b) the Administrative Agent shall have received, for the benefit of each Lender described in Section 7 above, the Amendment Fee.

SECTION 9. Credit Agreement. Except as specifically amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended hereby.

SECTION 10. Loan Document. This Amendment shall be a Loan Document for all purposes.

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SECTION 11. Expenses. The Borrower agrees to pay the reasonable fees, disbursements and other charges of Cravath, Swaine & Moore, counsel to the Administrative Agent, incurred in connection with the preparation of this Amendment.

SECTION 12. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 13. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 14. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.