PHILLIPS VAN HEUSEN CORP /DE/
CONSENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>10
<FILENAME>file009.txt
<DESCRIPTION>CONSENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.6


                                     CONSENT


                  This Consent dated as of February 12, 2003. Reference is made
to the First Amendment and Waiver Agreement, dated as of December 13, 2002 (the
"Amendment Agreement"), to the Credit Agreement, dated as of October 17, 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 Agent and
BANK OF AMERICA, N.A., as Co-Documentation Agent. Terms used herein and not
otherwise defined herein shall have the meanings attributed thereto in the
Credit Agreement (as amended by the Amendment Agreement).

                  Pursuant to the terms of the Amendment Agreement, and as
provided in Section 1.12 thereof, the Administrative Agent is permitted to
approve amendments to the Schedules provided that such amendments do not have
the effect of waiving a Default without the consent of the Required Lenders.

                  The amended Schedules which are annexed to this Consent
provide for up to $2,000,000 of letters of credit issued in Italy for the
account of Calvin Klein Europe S.r.L.. (Italy) and also provide for unsecured
lines of credit up to $30,000,000 from CKI to Calvin Klein (Europe II) Corp. in
connection with Calvin Klein stores in London and Paris. Both such items
constitute Indebtedness which is not presently permitted under the terms of the
Credit Agreement. The Lenders, by executing and delivering this Consent, hereby
specifically authorize the Administrative Agent to approve the amended Schedules
and permit the additional Indebtedness described therein.

                  Section 1.10 of the Amendment Agreement restated in its
entirety Section 6.06 of the Credit Agreement dealing with Restricted Payments.
One of the purposes of such restatement was to provide relief for PVH with
respect to cash dividends on its common stock in fiscal year 2003 by modifying
the requirements with respect to Average Availability and Covenant Availability.
Through inadvertent error, such relief was provided with respect to Average
Availability, but not with respect to Covenant Availability. Accordingly, the
Lenders, by executing and delivering this Consent, hereby agree to a
substitution of page 10 of the

<PAGE>

Amendment Agreement in the form annexed hereto indicating the change proposed to
correct the previous error for the existing page 10 in the Amendment Agreement.



                                        2
<PAGE>

                  The parties hereto, intending to be legally bound, have
executed and delivered the foregoing Consent as of the day and year first above
written.


                                 PHILLIPS-VAN HEUSEN CORPORATION, Borrower

                                 By: /s/ Pamela N. Hootkin
                                    ---------------------------------------
                                     Name: Pamela N. Hootkin
                                     Title: Vice-President


                                 THE IZOD CORPORATION, Borrower

                                 By: /s/ Pamela N. Hootkin
                                    ---------------------------------------
                                     Name: Pamela N. Hootkin
                                     Title: Vice-President


                                 PVH WHOLESALE CORP., Borrower

                                 By: /s/ Pamela N. Hootkin
                                    ---------------------------------------
                                     Name: Pamela N. Hootkin
                                     Title: Vice-President


                                 PVH RETAIL CORP., Borrower

                                 By: /s/ Pamela N. Hootkin
                                    ---------------------------------------
                                     Name: Pamela N. Hootkin
                                     Title: Vice-President


                                 IZOD.COM. INC., Borrower

                                 By: /s/ Pamela N. Hootkin
                                    ---------------------------------------
                                     Name:  Pamela N. Hootkin
                                     Title: Vice-President



                                        3
<PAGE>


                                 G.H. BASS FRANCHISES INC., Borrower

                                 By: /s/ Pamela N. Hootkin
                                    ---------------------------------------
                                     Name: Pamela N. Hootkin
                                     Title: Vice-President


                                 CD GROUP INC., Borrower

                                 By: /s/ Pamela N. Hootkin
                                    ---------------------------------------
                                     Name: Pamela N. Hootkin
                                     Title: Vice-President


                                 JPMORGAN CHASE BANK, individually and as
                                 Administrative and Collateral Agent, and as
                                 Lead Arranger

                                 By: /s/ Jeffrey A. Ackerman
                                    ---------------------------------------
                                     Name: Jeffrey A. Ackerman
                                     Title: Vice-President


                                 FLEET RETAIL FINANCE INC., individually and as
                                 Co-Arranger and Co-Syndication Agent,

                                 By: /s/ Sally A. Sheehan
                                    ---------------------------------------
                                     Name: Sally A. Sheehan
                                     Title: Managing Director


                                 SUN TRUST BANK, individually and as
                                 Co-Syndication Agent,

                                 By: /s/ Mike Lapresi
                                    ---------------------------------------
                                     Name: Mike Lapresi
                                     Title: Director


                                        4
<PAGE>


                                 THE CIT GROUP/COMMERCIAL SERVICES, INC.,
                                 individually and as Co-Documentation Agent,

                                 By: /s/ Kevin. J. Winsch
                                    ---------------------------------------
                                     Name: Kevin J. Winsch
                                     Title: Vice-President


                                 BANK OF AMERICA, N.A., individually and as
                                 Co-Documentation Agent,

                                 By: /s/ Robert Scolzitti
                                    ---------------------------------------
                                     Name: Robert Scolzitti
                                     Title: Vice-President


                                 THE BANK OF NEW YORK

                                 By: /s/ James S. Ducey
                                    ---------------------------------------
                                     Name: James. S. Ducey
                                     Title: Vice-President


                                 PNC BANK, NATIONAL ASSOCIATION

                                 By: /s/ Edward Chonko
                                    ---------------------------------------
                                     Name: Edward Chonko
                                     Title: Assistant Vice-President


                                 WHITEHALL BUSINESS CREDIT CORPORATION

                                 By: /s/ Joseph A. Klapkowski
                                    ---------------------------------------
                                     Name: Joseph A. Klapkowski
                                     Title: Duly Authorized Signatory



                                       5
<PAGE>



                                 TRANSAMERICA BUSINESS CAPITAL CORPORATION

                                 By: /s/ Michael S. Burns
                                    ---------------------------------------
                                     Name: Michael S. Burns
                                     Title: Senior Vice-President


                                 STANDARD FEDERAL BANK NATIONAL ASSOCIATION

                                 By:LASALLE BUSINESS CREDIT, INC., as Agent
                                 (formerly known as Michigan National Bank,
                                 as successor-in-interest to Mellon Bank, Inc.)

                                 By: /s/ Karoline A. Moxham
                                    ---------------------------------------
                                     Name: Karoline A. Moxham
                                     Title: Assistant Vice President


                                 CONGRESS FINANCIAL CORPORATION

                                 By: /s/ Mark J. Breier
                                    ---------------------------------------
                                     Name: Mark J. Breier
                                     Title: Vice-President


                                 GENERAL ELECTRIC CAPITAL CORPORATION

                                 By: /s/ William S. Richardson
                                    ---------------------------------------
                                     Name: William S. Richardson
                                     Title: Duly Authorized Signatory


                                 BANK LEUMI USA

                                 By: /s/ John Koenigsberg
                                    ---------------------------------------
                                     Name: John Koenigsberg
                                     Title: First Vice-President


                                 By: /s/ Phyllis Rosenfeld
                                    ---------------------------------------
                                     Name: Phyllis Rosenfeld
                                     Title: Vice-President



                                        6
<PAGE>

                  stock or pay cash dividends pursuant to clause (d) in any
                  fiscal quarter to the extent that (i) the Restricted Payment
                  would not be permitted in such fiscal quarter under the
                  Subordinated Debt Documents, (ii) Average Availability for the
                  30 day period prior to the date of such Restricted Payment,
                  both before and immediately after giving effect to such
                  Restricted Payment, shall be less than $70,000,000 or, solely
                  in the case of fiscal year 2003, if such cash dividend is with
                  respect to its common stock, $50,000,000, (iii) on the date of
                  such Restricted Payment, both before and immediately after
                  giving effect to such Restricted Payment, Covenant
                  Availability shall be less than $70,000,000 OR, SOLELY IN THE
                  CASE OF FISCAL YEAR 2003, IF SUCH CASH DIVIDEND IS WITH
                  RESPECT TO ITS COMMON STOCK, $50,000,000 or (iv) a Default
                  exists or the making of such Restricted Payment would result
                  in a Default; provided, further, that if such cash dividend is
                  with respect to the Preferred Stock (Convertible), the
                  Leverage Ratio for the most recently ended fiscal quarter
                  prior to such proposed Restricted Payment shall not be greater
                  than 2.00:1.00."

                  1.11 Article VII of the Credit Agreement is hereby amended by
deleting "or" at the end of subsection (o) thereof, inserting "or" at the end of
subsection (p) and adding a new subsection (q) thereto as follows:

                           "(q) (i) an event described in subsections (g), (h)
                  or (j) shall occur with respect to the CKI Trust or (ii) the
                  trust agreement or other operative documents with respect to
                  the CKI Trust shall be modified, amended or altered in a
                  manner which could have a material adverse effect on the CKI
                  Trust or otherwise be materially disadvantageous to the
                  Lenders or (iii) the provisions of the CKI Intercreditor
                  Agreement shall for any reason be revoked or invalidated or
                  the validity or enforceability thereof be contested in any
                  manner or (iv) PVH shall fail to comply with any of the
                  provisions in the Certificate of Designation for the Preferred
                  Stock (Convertible);"

                  1.12 To reflect the consummation of the Transaction, Schedules
3.05, 3.08, 3.09, 3.16, 6.01, 6.04 and 6.08 to the Credit Agreement shall be
amended as approved by the Administrative Agent (but no such amendment shall
have the effect of waiving a Default without the consent of the Required
Lenders). In addition, Schedules 3.06 and 3.07 shall be added to the Credit
Agreement to reflect modifications to the corresponding representations and
warranties by reason of the consummation of the Transaction as approved by the
Administrative Agent (but no such amendment shall have the effect of waiving a
Default without the consent of the Required Lenders).



                                       7


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