0000078239-04-000021 Sample Contracts

PHILLIPS-VAN HEUSEN CORPORATION as Issuer 7 1/4% Senior Notes Due February 15, 2011 INDENTURE Dated as of February 18, 2004 SUNTRUST BANK as Trustee CROSS- REFERENCE TABLE
Indenture • April 15th, 2004 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York

INDENTURE, dated as of February 18, 2004, among Phillips-Van Heusen Corporation, a Delaware corporation (the "Company"), the Subsidiary Guarantors, if any, from time to time party hereto and SunTrust Bank, a state banking corporation, as Trustee (the "Trustee").

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SECOND AMENDMENT AND WAIVER AGREEMENT
And Waiver Agreement • April 15th, 2004 • Phillips Van Heusen Corp /De/ • Men's & boys' furnishgs, work clothg, & allied garments • New York

SECOND AMENDMENT AND WAIVER AGREEMENT, dated as of January 30, 2004 (this "Amendment Agreement"), to the Credit Agreement, dated as of October 17, 2002, as amended by the First Amendment and Waiver Agreement, dated as of December 13, 2002 (as the same may be further amended, supplemented or modified from time to time in accordance with its terms, the "Credit Agreement") among PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation, THE IZOD CORPORATION, a Pennsylvania corporation, PVH WHOLESALE CORP., a Delaware corporation, PVH RETAIL CORP., a Delaware corporation, IZOD.COM INC., a Delaware corporation, G.H. BASS FRANCHISES INC., a Delaware corporation, CD GROUP INC., a Delaware corporation, the LENDERS party thereto, JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent, Lead Arranger and Sole Bookrunner, FLEET RETAIL FINANCE INC., as Co-Arranger and Co-Syndication-Agent, SUN TRUST BANK, as Co-Syndication Agent, THE CIT GROUP/COMMERCIAL SERVICES, INC., as Co-Documentation

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