<PAGE>   1
                                                                    Exhibit 4.12

                      FIRST AMENDMENT TO WARRANT AGREEMENT
                         AND WARRANT CERTIFICATE BETWEEN
                              HANOVER DIRECT, INC.
                                       AND
                        NORTH AMERICAN RESOURCES LIMITED


         This First Amendment, dated as of November 13, 1995 (this "Amendment"),
to that certain Warrant Agreement, dated as of October 25, 1991, between The
Horn & Hardart Company, a Nevada corporation and the predecessor-in- interest to
Hanover Direct, Inc. (the "Company"), and North American Resources Limited, a
British Virgin Islands corporation ("NAR"), and Warrant Certificate No. 1.

         WHEREAS, the Company and NAR are parties to that certain Warrant
Agreement, dated as of October 25, 1991 (the "Warrant Agreement"), and pursuant
thereto the Company has issued to NAR Warrant Certificate No. 1 (the "Warrant
Certificate"); and

         WHEREAS, the Company and NAR desire to amend the Warrant Agreement and
the Warrant Certificate.

         NOW, THEREFORE, in consideration of the premises and agreements herein
contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

         A. Amendment to the Warrant Agreement. The Warrant Agreement is hereby
amended as follows:

         Section 5(a) is hereby amended to extend the Expiration Date through
August 1, 1998 as part of the total compensation to be paid to NAR by the
Company in connection with NAR's purchase from SunAmerica Life Insurance Company
of $14 million aggregate principal amount of the Company's 9.25% Senior
Subordinated Notes due August 1990. As a result, Section 5(a) is hereby amended
to delete the following: "July 10, 1996" and to substitute therefore the
following: "August 1, 1998".

         B. Amendment to the Warrant Certificate. The Warrant Certificate is
hereby amended as follows:

            (i) The words "JULY 10, 1996" are hereby deleted from the caption of
the Warrant Certificate and the words "AUGUST 1, 1998" are substituted therefor.
<PAGE>   2
            (ii) The following is hereby deleted from the first paragraph of the
Warrant Certificate: "July 10, 1996" and the following is substituted therefor:
"August 1, 1998".

         C. Ratification. Except as expressly amended hereby, all terms and
provisions of the Warrant Agreement, as heretofore amended, remain unamended,
unmodified and in full force and effect. The Warrant Agreement, as amended
hereby, and all rights and powers created thereby, is in all respects ratified
and confirmed. From and after the date hereof, all references to the Warrant
Agreement shall be deemed to mean the Warrant Agreement as amended by this
Amendment.

         D. Counterparts. This Amendment may be executed in counterparts, each
of which, when executed and delivered, shall for all purposes be deemed an
original. Both of the counterparts, when taken together, shall constitute but
one and the same Amendment.

         E. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
principles of conflict of laws.

         F. Definitions. Except as otherwise expressed or provided or unless the
context otherwise requires, all terms used herein which are defined in the
Warrant Agreement shall have the meanings ascribed to them in the Warrant
Agreement.

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

                                             HANOVER DIRECT, INC.
                                        
                                        
                                             By: /s/   Michael P. Sherman
                                                ------------------------------
                                                Name:  Michael P. Sherman
                                                Title:
                                        
                                        
                                             NORTH AMERICAN RESOURCES LIMITED
                                        
                                        
                                             By: /s/   Thomas A. Huser
                                                ------------------------------
                                                Name:  Thomas A. Huser
                                                Title: Attorney-in-Fact
                                        
                                       -2-