Exhibit
4.15

$150,000,000

PHILLIPS-VAN HEUSEN
CORPORATION

71⁄4% Senior Notes due
2011


REGISTRATION RIGHTS AGREEMENT


February 12, 2004

Credit Suisse First
Boston LLC
 J.P. Morgan Securities Inc.
 Lehman Brothers
Inc.
 Fleet Securities, Inc.
 c/o Credit Suisse First Boston
LLC
     Eleven Madison Avenue
     New York, New York
10010-3629

Dear Sirs:

Phillips-Van Heusen Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell
to Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Lehman
Brothers Inc. and Fleet Securities, Inc. (collectively, the
"Initial Purchasers"), upon the terms
set forth in a purchase agreement of even date herewith (the
"Purchase Agreement"), $150,000,000
aggregate principal amount of its 71⁄4% Senior Notes due
February 15, 2011 (the "Initial
Securities"). The Initial Securities will be issued
pursuant to an Indenture (the
"Indenture") among the Company and
SunTrust Bank, as trustee (the
"Trustee"). As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, the Company
agrees with the Initial Purchasers, for the benefit of the holders of
the Initial Securities (including, without limitation, the Initial
Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively the
"Holders"), as follows, as
follows:

1. Registered Exchange Offer.    Unless not
permitted by applicable law or applicable interpretations of the staff
of the Securities and Exchange Commission (the
"Commission") (after the Company has
complied with the ultimate paragraph of this Section  1), the
Company shall prepare and, not later than 120  days (such 120th
day being the "Exchange Offer Filing
Deadline") after the date on which the Initial
Purchasers purchase the Initial Securities pursuant to the Purchase
Agreement (the "Closing Date"), file
with the Commission a registration statement (the
"Exchange Offer RegistrationStatement") on an appropriate form under the
Securities Act of 1933, as amended (the "Securities
Act"), with respect to a proposed offer (the
"Registered Exchange Offer") to the
Holders of Transfer Restricted Securities (as defined in Section
6 hereof), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities (the
"Exchange Securities") of the Company
issued under the Indenture and substantially identical in all material
respects to the Initial Securities (except for the transfer
restrictions relating to the Initial Securities and the provisions
relating to the matters described in Section 6 hereof) that would be
registered under the Securities Act. The Company shall use its
reasonable best efforts to (i) cause such Exchange Offer Registration
Statement to become effective under the Securities Act within
210  days after the Closing Date (such 210th day being the
"Exchange Offer Effectiveness
Deadline") and (ii)   keep the Exchange Offer
Registration Statement effective for not less than 30  days (or
longer, if required by applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders (such period being
called the "Exchange Offer Registration
Period").

If the Company commences the
Registered Exchange Offer, the Company (i)  will be entitled to
consummate the Registered Exchange Offer 30  days after such
commencement (provided that the 









Company has accepted all the Initial
Securities theretofore validly tendered in accordance with the terms of
the Registered Exchange Offer) and (ii)  will be required to
consummate the Registered Exchange Offer no later than 40 days after
the date on which the Exchange Offer Registration Statement is declared
effective (such 40th day being the "Consummation
Deadline").

Following the declaration of the
effectiveness of the Exchange Offer Registration Statement by the
Commission, the Company shall as soon as practicable commence the
Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder of Transfer Restricted Securities
(as defined in Section 6 hereof) electing to exchange the Initial
Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act,
acquires the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements with any person to
participate in the distribution of the Exchange Securities and is not
prohibited by any law or policy of the Commission from participating in
the Registered Exchange Offer) to trade such Exchange Securities from
and after such Holder's receipt without any limitations or
restrictions under the Securities Act and without material restrictions
under the securities laws of the several states of the United
States.

The Company and the Initial Purchasers acknowledge that,
pursuant to current interpretations by the Commission's staff of
Section  5 of the Securities Act, in the absence of an applicable
exemption therefrom, (i) each Holder which is a broker-dealer electing
to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for
Exchange Securities (an "Exchanging
Dealer"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the
cover, (b) Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the
Exchange Offer" section, and (c) Annex C hereto in the
"Plan of Distribution" section of such
prospectus in connection with a sale of any such Exchange Securities
received by such Exchanging Dealer pursuant to the Registered Exchange
Offer and (ii) an Initial Purchaser that elects to sell Exchange
Securities acquired in exchange for Securities constituting any portion
of an unsold allotment, is required to deliver a prospectus containing
the information required by Items 507 or 508 of Regulation S-K under
the Securities Act, as applicable, in connection with such sale.

The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such
prospectus to be lawfully delivered by all persons subject to the
prospectus delivery requirements of the Securities Act for such period
of time as such persons must comply with such requirements in order to
resell the Exchange Securities; provided, however,
that (i) in the case where such prospectus and any amendment or
supplement thereto must be delivered by an Exchanging Dealer or an
Initial Purchaser, such period shall be the lesser of 180  days
and the date on which all Exchanging Dealers and the Initial Purchasers
have sold all Exchange Securities held by them (unless such period is
extended pursuant to Section  3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto
available to any broker-dealer for use in connection with any resale of
any Exchange Securities for a period of not less than 180  days
after the consummation of the Registered Exchange Offer.

If,
upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its
initial distribution, the Company, simultaneously with the delivery of
the Exchange Securities pursuant to the Registered Exchange Offer,
shall issue and deliver to such Initial Purchaser upon the written
request of such Initial Purchaser, in exchange (the
"Private Exchange") for the Initial
Securities held by such Initial Purchaser, a like principal amount of
debt securities of the Company issued under the Indenture and
substantially identical in all material respects to the Initial
Securities (the "Private Exchange
Securities"). The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively
called the "Securities".

In
connection with the Registered Exchange Offer, the Company shall:

(a) mail to each Holder a copy of the prospectus
forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;

2








(b)    keep the
Registered Exchange Offer open for not less than 30  days (or
longer, if required by applicable law) after the date notice thereof is
mailed to the Holders;

(c)    utilize the
services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be
the Trustee or an affiliate of the Trustee;

(d)    permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time,
on the last business  day on which the Registered Exchange Offer
shall remain open; and

(e)    otherwise comply
with all applicable laws.

As soon as practicable after the
consummation of the Registered Exchange Offer or the Private Exchange,
as the case may be, the Company shall:

(x)    accept for exchange all the Securities
validly tendered and not withdrawn pursuant to the Registered Exchange
Offer or the Private Exchange;

(y)    deliver
to the Trustee for cancellation all the Initial Securities so accepted
for exchange; and

(z)    cause the Trustee to
authenticate and deliver promptly to each Holder of the Initial
Securities, Exchange Securities or Private Exchange Securities, as the
case may be, equal in principal amount to the Initial Securities of
such Holder so accepted for exchange.

The Indenture will provide
that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities
will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a
class separate from one another on any matter.

Interest on each
Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from
the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest
has been paid on the Initial Securities, from the date of original
issue of the Initial Securities.

Each Holder participating in
the Registered Exchange Offer shall be required to represent to the
Company that at the time of the consummation of the Registered Exchange
Offer (i)  any Exchange Securities received by such Holder will
be acquired in the ordinary course of business, (ii)  such Holder
will have no arrangements or understanding with any person to
participate in the distribution of the Securities within the meaning of
the Securities Act, (iii)  such Holder is not an
"affiliate," as defined in Rule  405 of
the Securities Act, of the Company or if it is such an affiliate, such
Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable,
(iv)  if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the
Exchange Securities and (v)  if such Holder is a broker-dealer,
that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of
market-making activities or other trading activities and that it will
be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure
that (i)  any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any
supplement thereto complies in all material respects with the
Securities Act and the rules and regulations of the Commission
thereunder, (ii)  any Exchange Offer Registration Statement and
any amendment thereto does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading and (iii)  any prospectus forming part of
any Exchange Offer Registration Statement, and any supplement to such
prospectus, does not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

3








If following the date hereof there has been
announced a change in Commission policy with respect to exchange offers
that in the reasonable opinion of counsel to the Company raises a
substantial question as to whether the Registered Exchange Offer is
permitted by applicable federal law, the Company will seek a no-action
letter or other favorable decision from the Commission allowing the
Company to consummate the Registered Exchange Offer. The Company will
pursue the issuance of such a decision to the Commission staff level.
In connection with the foregoing, the Company will take all such other
actions as may be requested by the Commission or otherwise required in
connection with the issuance of such decision, including without
limitation (i)  participating in telephonic conferences with the
Commission, (ii)  delivering to the Commission staff an analysis
prepared by counsel to the Company setting forth the legal bases, if
any, upon which such counsel has concluded that the Registered Exchange
Offer should be permitted and (iii)  diligently pursuing a
resolution (which need not be favorable) by the Commission staff.

2. Shelf Registration.    If, (i) because of any change in
law or in applicable interpretations by the staff of the Commission,
the Company is not permitted to effect a Registered Exchange Offer, as
contemplated by Section  1 hereof, (ii)  for any other
reason the Company does not consummate the Registered Exchange Offer by
the 250th day after the Closing Date, (iii)   any Initial
Purchaser shall notify the Company following consummation of the
Registered Exchange Offer that the Initial Securities (or the Private
Exchange Securities) held by such Initial Purchaser are not eligible to
be exchanged for Exchange Securities in the Registered Exchange Offer
or (iv)  certain Holders are prohibited by law or policy of the
Commission from participating in the Registered Exchange Offer or may
not resell the Exchange Securities acquired by such Holders in the
Registered Exchange Offer to the public without delivering a prospectus
(other than a prospectus contained in the Exchange Offer Registration
Statement), the Company shall take the following actions (the date on
which any of the conditions described in the foregoing clauses
(i) through (iv) occur, including in the case of clause  (iii)
the receipt of the required notice, being a "Trigger
Date"):

(a)    The Company
shall (1) in the case of clause (i) above, promptly (but in no event
later than the later of (x) the Exchange Offer Filing Deadline and (y)
five days following the Trigger Date arising from clause (i) above)
file with the Commission and thereafter use its reasonable best efforts
to cause to be declared effective no later than the Exchange Offer
Effectiveness Deadline and (2) in the case of clauses (ii) through (iv)
above promptly (but in no event more than 30 days following the Trigger
Date (such 30th day being the "Shelf Filing
Deadline" and, together with the Exchange Offer Filing
Deadline and the deadline referred to in clause (a)(1)(i)(y) above, the
"Filing Deadline")) file with the
Commission and thereafter use its reasonable best efforts to cause to
be declared effective no later than 90 days after the Trigger Date
(such 90th day being the "Shelf Registration
Effectiveness Deadline" and, together with the
Exchange Offer Effectiveness Deadline, an
"Effectiveness Deadline"), a
registration statement (the "Shelf Registration
Statement" and, together with the Exchange Offer
Registration Statement, a "Registration
Statement") on an appropriate form under the
Securities Act relating to the offer and sale of the Transfer
Restricted Securities by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the Shelf
Registration Statement and Rule  415 under the Securities Act
(hereinafter, the "Shelf
Registration"); provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to
have the Securities held by it covered by such Shelf Registration
Statement unless such Holder agrees in writing to be bound by all of
the provisions of this Agreement applicable to such Holder.

(b)    The Company shall, not less than 30 days
prior to the Effective Time (as defined in Section 2(g) below), mail
the Notice and Questionnaire (as defined in Section 2(g) below) to the
holders of Transfer Restricted Securities. No Holder shall be entitled
to be named as a selling security holder in the Shelf Registration
Statement as of the Effective Time, and no Holder shall be entitled to
use the prospectus forming a part thereof for resales of Transfer
Restricted Securities at any time, unless such Holder has returned a
completed and signed Notice and Questionnaire to the Company by the
deadline for response set forth therein; provided, however, that
Holders of Transfer Restricted Securities shall have at least 15 days
from the date on which 

4









the Notice and Questionnaire is first mailed
to such Holders to return a completed and signed Notice and
Questionnaire to the Company.

(c)    After the
Effective Time, upon the request of any Holder of Transfer Restricted
Securities that is not then an Electing Holder (as defined in Section
2(g) below), the Company shall promptly send a Notice and Questionnaire
to such Holder; provided that the Company shall not be required to take
any action to name such Holder as a selling security holder in the
Shelf Registration Statement or to enable such Holder to use the
prospectus forming a part thereof for resales of Transfer Restricted
Securities until such Holder has returned a completed and signed Notice
and Questionnaire to the Company.

(d)    As
soon as practicable, the Company shall prepare and file with the
Commission such amendments and supplements to such Shelf Registration
Statement and the prospectus included therein as may be reasonably
necessary to effect and maintain the effectiveness of such Shelf
Registration Statement for the benefit of all Electing Holders for the
period specified in Section  2(e) hereof and as may be required
by applicable rules and regulations of the Commission and the
instructions to the form of such Shelf Registration Statement, and, if
required, cause any such amendments to be declared effective by the
Commission, and furnish to each of the Electing Holders such copies as
each Electing Holder may reasonably request of any such supplement or
amendment simultaneously with or prior to its being used or filed with
the Commission.

(e)    The Company shall use
its reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant
Securities, for a period of two years (or for such longer period if
extended pursuant to Section  3(j) below) from the date of its
effectiveness or such shorter period that will terminate when all the
Securities covered by the Shelf Registration Statement (i) have been
sold pursuant thereto or (ii) are no longer restricted securities (as
defined in Rule  144 under the Securities Act, or any successor
rule  thereof). The Company shall be deemed not to have used its
reasonable best efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any
action that would result in Holders of Securities covered thereby not
being able to offer and sell such Securities during that period, unless
such action is required by applicable law.

(f)    Notwithstanding any other provisions of
this Agreement to the contrary, the Company shall ensure that (i) any
Shelf Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto, as of the
effective date of the Shelf Registration Statement, amendment or
supplement, complies in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission thereunder, (ii) any Shelf Registration Statement and any
amendment thereto (in either case, other than with respect to
information included therein in reliance upon written information
furnished to the Company by or on behalf of any Holder specifically for
use therein) does not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any
prospectus forming part of any Shelf Registration Statement, and any
supplement to such prospectus (in either case, other than with respect
to information included therein in reliance upon written information
furnished to the Company by or on behalf of any Holder specifically for
use therein), does not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(g)    For purposes of this Agreement, the
following terms shall have following respective meanings:


"Effective Time" with respect to a
Shelf Registration Statement shall mean the time and date as of which
the Commission declares the Shelf Registration Statement effective or
as of which the Shelf Registration Statement otherwise become
effective.

5









"Electing
Holder" shall mean any Holder of Transfer Restricted
Securities that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section  2(b)
hereof.


"Notice and
Questionnaire" means a selling security holder Notice
and Questionnaire substantially in the form of Exhibit  A
attached hereto.

3. Registration Procedures.    In
connection with any Shelf Registration contemplated by Section  2
hereof and, to the extent applicable, any Registered Exchange Offer
contemplated by Section  1 hereof, the following provisions shall
apply:

(a)    The Company shall (i)
furnish to each Initial Purchaser, prior to the filing thereof with the
Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein
and, in the event that an Initial Purchaser (with respect to any
portion of an unsold allotment from the original offering) is
participating in the Registered Exchange Offer or the Shelf
Registration Statement, the Company shall use its reasonable best
efforts to reflect in each such document, when so filed with the
Commission, such comments as such Initial Purchaser reasonably may
propose; (ii)  include the information set forth in Annex A
hereto on the cover, in Annex B hereto in the "Exchange
Offer Procedures" section and the "Purpose of
the Exchange Offer" section and in Annex C hereto in the
"Plan of Distribution" section of the
prospectus forming a part of the Exchange Offer Registration Statement
and include the information set forth in Annex D hereto in the Letter
of Transmittal delivered pursuant to the Registered Exchange Offer;
(iii)  if requested by an Initial Purchaser, include the
information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in the prospectus forming a part of the
Exchange Offer Registration Statement; (iv)  include within the
prospectus contained in the Exchange Offer Registration Statement a
section entitled "Plan of Distribution,"
reasonably acceptable to the Initial Purchasers, which shall contain a
summary statement of the positions taken or policies made by the staff
of the Commission with respect to the potential
"underwriter" status of any broker-dealer
that is the beneficial owner (as defined in Rule  13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of Exchange Securities received by such
broker-dealer in the Registered Exchange Offer (a
"Participating Broker-Dealer"),
whether such positions or policies have been publicly disseminated by
the staff of the Commission or such positions or policies, in the
reasonable judgment of the Initial Purchasers based upon advice of
counsel (which may be in-house counsel), represent the prevailing views
of the staff of the Commission; (v)  in the case of a Shelf
Registration Statement, include the names of the Holders who propose to
sell Transfer Restricted Securities (as defined below) pursuant to the
Shelf Registration Statement as selling security holders; and (vi) in
the event the Company receives a Notice and Questionnaire from an
Electing Holder after the Effective Time, promptly take all necessary
actions to name such Electing Holder as a selling security holder in
the Shelf Registration Statement and, in the event a post-effective
amendment to the Shelf Registration Statement is required, cause such
amendment to be declared effective within five business days of receipt
of such Notice and Questionnaire.

(b)    The
Company shall give written notice to the Initial Purchasers, the
Trustee (on behalf of the Holders) and any Participating Broker-Dealer
from whom the Company has received prior written notice that it will be
a Participating Broker-Dealer in the Registered Exchange Offer (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite
changes have been made):

(i) when such
Registration Statement or any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;

(ii) of
any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for
additional information;

(iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that
purpose;

6








(iv) of the receipt by the
Company or its legal counsel of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose; and

(v) of the happening of any
event that requires the Company to make changes in the Registration
Statement or the prospectus included therein in order that such
Registration Statement or the prospectus included therein do not
contain an untrue statement of a material fact nor omit to state a
material fact required to be stated therein or necessary to make the
statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.

(c)    The Company shall make every reasonable
effort to obtain the withdrawal at the earliest possible time, of any
order suspending the effectiveness of the Registration Statement.

(d)    The Company shall furnish to each Holder of
Transfer Restricted Securities included within the coverage of the
Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if the Holder so
requests in writing, all exhibits thereto (including those, if any,
incorporated by reference).

(e)    The Company
shall deliver to each Exchanging Dealer and each Initial Purchaser, and
to any other Holder who so requests, without charge, at least one copy
of the Exchange Offer Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and,
if any Initial Purchaser or any such Holder requests, all exhibits
thereto (including those, if any, incorporated by reference).

(f)    The Company shall, during the Shelf
Registration Period, deliver to each Holder of Transfer Restricted
Securities included within the coverage of the Shelf Registration
Statement, without charge, as many copies of the prospectus (including
each preliminary prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the provisions of
this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Transfer
Restricted Securities in connection with the offering and sale of the
Transfer Restricted Securities covered by such prospectus, or any
amendment or supplement thereto, included in the Shelf Registration
Statement.

(g)    The Company shall deliver to
each Initial Purchaser, any Exchanging Dealer, any Participating
Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies
of the final prospectus included in the Exchange Offer Registration
Statement and any amendment or supplement thereto as such persons may
reasonably request. The Company consents, subject to the provisions of
this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any
Participating Broker-Dealer and such other persons required to deliver
a prospectus following the Registered Exchange Offer in connection with
the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such
Exchange Offer Registration Statement.

(h)    Prior to the effective date of any
Registration Statement, the Company will use its reasonable best
efforts to register or qualify, or cooperate with the Holders included
therein and their respective counsel in connection with the
registration or qualification of the Securities for offer and sale
under the securities or "blue sky" laws of
such states of the United States as any such Holder of the Securities
reasonably requests in writing and do any and all other acts or things
necessary to enable the offer and sale in such jurisdictions of the
Securities covered by such Registration Statement; provided,
however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it is not
then so qualified or (ii)  take any action which would subject it
to general service of process or to taxation in any jurisdiction where
it is not then so subject.

(i)    The Company
shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the
Securities to be sold pursuant to any 

7









Registration Statement free of any restrictive
legends and in such denominations and registered in such names as the
Holders thereof may request in writing a reasonable period of time
prior to sales of the Securities pursuant to such Registration
Statement.

(j)    Upon the occurrence of any
event contemplated by paragraphs (ii)  through (v) of
Section  3(b) above during the period for which the Company is
required to maintain an effective Registration Statement, the Company
shall promptly prepare and file with the Commission a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter
delivered to purchasers of the Securities from a Holder, the prospectus
will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading. If the Company notifies the Initial
Purchasers, the Holders and any known Participating Broker-Dealer in
accordance with paragraphs (ii)  through (v) of Section
3(b) above to suspend the use of the prospectus until the requisite
changes to the prospectus have been made, then the Initial Purchasers,
the Holders and any such Participating Broker-Dealers shall suspend use
of such prospectus, and the period of effectiveness of the Shelf
Registration Statement provided for in Section  2(b) hereof and
the Exchange Offer Registration Statement provided for in
Section  1 hereof shall each be extended by the number of
days from and including the date of the giving of such notice to and
including the date when the Initial Purchasers, the Holders and any
known Participating Broker-Dealer shall have received such amended or
supplemented prospectus pursuant to this Section  3(j).

(k)    Not later than the effective date of the
applicable Registration Statement, the Company will provide a CUSIP
number for the Initial Securities, the Exchange Securities and the
Private Exchange Securities, as the case may be, and provide the
applicable trustee with printed certificates for the Initial
Securities, the Exchange Securities or the Private Exchange Securities,
as the case may be, in a form eligible for deposit with The Depository
Trust Company.

(l)    The Company will comply
with all rules and regulations of the Commission to the extent and so
long as they are applicable to the Registered Exchange Offer or the
Shelf Registration and will make generally available to its security
holders (or otherwise provide in accordance with Section  11(a)
of the Securities Act) an earnings statement satisfying the provisions
of Section  11(a) of the Securities Act, no later than 45
days after the end of a 12-month period (or 90  days, if such
period is a fiscal year) beginning with the first month of the
Company's first fiscal quarter commencing after the effective
date of the applicable Registration Statement, which statement shall
cover such 12-month period.

(m)    The Company
shall cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended, in a timely manner and containing such changes, if
any, as shall be necessary for such qualification. In the event that
such qualification would require the appointment of a new trustee under
the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.

(n)    The Company may require each Holder of
Transfer Restricted Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of the Transfer Restricted
Securities as the Company may from time to time reasonably require for
inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Transfer Restricted Securities of
any Holder that fails to furnish such information within a reasonable
time after receiving such request.

(o)    In
the case of a Shelf Registration, the Company shall enter into such
customary agreements (including, if requested, an underwriting
agreement in customary form) and take all such other action, if any, as
Holders of a majority in aggregate principal amount of the Securities
being sold or the Managing Underwriters (if any) shall reasonably
request in order to facilitate the disposition of the Securities
pursuant to such Shelf Registration.

(p)    In
the case of a Shelf Registration, the Company shall (i)  make
reasonably available for inspection by the Holders of a majority in
aggregate principal amount of the Securities being sold, 

8









any underwriter participating in any
disposition of Securities pursuant to the Shelf Registration Statement
and any attorney, accountant or other agent retained by such Holders of
the Securities or any such underwriter all relevant financial and other
records, pertinent corporate documents and properties of the Company
and (ii)  cause the Company's officers, directors,
employees, accountants and auditors to supply all relevant information
reasonably requested by the Holders of a majority in aggregate
principal amount of the Securities or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration
Statement, in each case, as shall be reasonably necessary to enable
such persons, to conduct a reasonable investigation within the meaning
of Section  11 of the Securities Act; provided,
however, that the foregoing inspection and information
gathering shall be coordinated on behalf of the Initial Purchasers by
CSFB LLC and on behalf of the other parties, by one counsel designated
by and on behalf of such other parties as described in Section  4
hereof.

(q)    In the case of a Shelf
Registration, the Company, if requested by Holders of a majority in
aggregate principal amount of Securities being sold, shall cause
(i)  its counsel to deliver an opinion and updates thereof as
customarily delivered relating to the Shelf Registration Statement and
the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the
initial opinion, the effective date of such Shelf Registration
Statement; (ii)  its officers to execute and deliver all
customary documents and certificates and updates thereof requested by
any underwriters of the applicable Securities and (iii)  its
independent public accountants and the independent public accountants
with respect to any other entity for which financial information is
provided in the Shelf Registration Statement to provide to the selling
Holders of the applicable Securities and any underwriter therefor a
comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary
underwritten offerings, subject to receipt of appropriate documentation
as contemplated, and only if permitted, by Statement of Auditing
Standards No.  72.

(r)    In the case of
the Registered Exchange Offer, if requested by any Initial Purchaser or
any known Participating Broker-Dealer, the Company shall cause
(i)  its counsel to deliver to such Initial Purchaser or such
Participating Broker-Dealer a signed opinion in the form set forth in
Section  6(d) of the Purchase Agreement with such changes as are
customary in connection with the preparation of a Registration
Statement and (ii)  its independent public accountants and the
independent public accountants with respect to any other entity for
which financial information is provided in the Registration Statement
to deliver to such Initial Purchaser or such Participating
Broker-Dealer a comfort letter, in customary form, meeting the
requirements as to the substance thereof as set forth in Section
6(a) and (b) of the Purchase Agreement, with appropriate date
changes.

(s)    If a Registered Exchange Offer
or a Private Exchange is to be consummated, upon delivery of the
Initial Securities by Holders to the Company (or to such other Person
as directed by the Company) in exchange for the Exchange Securities or
the Private Exchange Securities, as the case may be, the Company shall
mark, or caused to be marked, on the Initial Securities so exchanged
that such Initial Securities are being canceled in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may
be; in no event shall the Initial Securities be marked as paid or
otherwise satisfied.

(t)    The Company will
use its reasonable best efforts to (a)  if the Initial Securities
have been rated prior to the initial sale of such Initial Securities,
confirm such ratings will apply to the Securities covered by a
Registration Statement, or (b)  if the Initial Securities were
not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so
requested by Holders of a majority in aggregate principal amount of
Securities covered by such Registration Statement, or by the Managing
Underwriters, if any.

(u)    In the event that
any broker-dealer registered under the Exchange Act shall underwrite
any Securities or participate as a member of an underwriting syndicate
or selling group or "assist in the
distribution" (within the meaning of the Conduct Rules
(the "Rules") of the National


9









Association of Securities Dealers, Inc.
("NASD")) thereof, whether as a Holder
of such Securities or as an underwriter, a placement or sales agent or
a broker or dealer in respect thereof, or otherwise, the Company will
reasonably assist such broker-dealer in complying with the requirements
of such Rules, including, without limitation, by (i)  if such
Rules, including Rule  2720, shall so require, engaging a
"qualified independent underwriter" (as
defined in Rule  2720) to participate in the preparation of the
Registration Statement relating to such Securities, to exercise usual
standards of due diligence in respect thereto and, if any portion of
the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities, (ii)  indemnifying any
such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section  5 hereof and
(iii)  providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the
requirements of the Rules.

(v)    The Company
shall use its reasonable best efforts to take all other steps necessary
to effect the registration of the Securities covered by a Registration
Statement contemplated hereby.

4. Registration
Expenses.

(a)    All expenses (other than brokers',
dealers' and underwriters' discounts and commissions and
brokers', dealers' and underwriters' counsel's
fees )incident to the Company's performance of and compliance
with this Agreement will be borne by the Company, regardless of whether
a Registration Statement is ever filed or becomes effective, including,
without limitation:

(i) all registration and
filing fees and expenses;

(ii)  all fees
and expenses of compliance with federal securities and state
"blue sky" or securities laws;

(iii)  all expenses of printing (including
printing certificates for the Securities to be issued in the Registered
Exchange Offer and the Private Exchange and printing of prospectuses),
messenger and delivery services and telephone;

(iv)  all fees and disbursements of counsel
for the Company;

(v)  all application and
filing fees, if any, in connection with listing the Exchange Securities
on an automated quotation system pursuant to the requirements hereof;
and

(vi)  all fees and disbursements of
independent certified public accountants of the Company (including the
expenses of any special audit and comfort letters required by or
incident to such performance).

The Company will bear its
internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of
any person, including special experts, retained by the Company.

(b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities who are tendering Initial
Securities in the Registered Exchange Offer and/or selling or reselling
Securities pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who
shall be Dewey Ballantine LLP unless another firm shall be chosen by
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is
being prepared.

5. Indemnification.

(a) The
Company agrees to indemnify and hold harmless each Holder of the
Securities, any Participating Broker-Dealer and each person, if any,
who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred
to collectively as the "IndemnifiedParties") from and against any losses, claims,
damages or liabilities, joint or several, or 

10









any actions in respect thereof (including,
but not limited to, any losses, claims, damages, liabilities or actions
relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of, or are based upon, the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
shall reimburse the Indemnified Parties promptly, but in no event later
than 30 days following demand for any reasonable legal or other
expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action in
respect thereof; provided, however, that upon a final
determination by a court of competent jurisdiction that the Indemnified
Parties were not entitled to payment of such expenses by the Company
pursuant to this subsection (a), the Indemnified Parties shall
reimburse such payment to the Company; providedfurther, however, that (i)  the Company shall
not be liable in any such case to the extent that such loss, claim,
damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf
Registration in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by
or on behalf of such Holder specifically for inclusion therein and
(ii)  with respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary prospectus
relating to a Shelf Registration Statement, the indemnity agreement
contained in this subsection  (a) shall not inure to the benefit
of any Holder or Participating Broker-Dealer from whom the person
asserting any such losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that a prospectus relating to such
Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase
and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not
sent or given to such person, at or prior to the written confirmation
of the sale of such Securities to such person, a copy of the final
prospectus if the Company had previously furnished copies thereof to
such Holder or Participating Broker-Dealer. Notwithstanding the
foregoing, this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such Indemnified
Party. The Company shall also indemnify underwriters, their officers
and directors and each person who controls such underwriters within the
meaning of the Securities Act or the Exchange Act to the same extent as
provided above with respect to the indemnification of the Holders if
requested by such Holders.

(b) Each Holder of the Securities,
severally and not jointly, will indemnify and hold harmless the Company
and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act from and against any losses,
claims, damages or liabilities or any actions in respect thereof, to
which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as
such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement or prospectus or in
any amendment or supplement thereto or in any preliminary prospectus
relating to a Shelf Registration, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made
in reliance upon and in conformity with written information pertaining
to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein. Subject to the limitation
set forth immediately preceding this sentence, the Holders shall
reimburse the Company promptly, but in no event later than 30 days
following demand, for any legal or other expenses reasonably incurred
by the Company or any such controlling person in connection with
investigating or defending any loss, claim, damage, liability or action
in respect thereof; provided, however, that upon a
final determination by a court of competent jurisdiction that the
Company or any such controlling person was not entitled to payment of
such expenses by the Holders pursuant to this subsection (b), the
Company shall 

11









reimburse such payment to the Holders.
Notwithstanding the foregoing, this indemnity agreement will be in
addition to any liability which such Holder may otherwise have to the
Company or any of its controlling persons.

(c) Promptly after
receipt by an indemnified party under this Section  5 of notice
of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this
Section  5, notify the indemnifying party of the commencement
thereof; but the failure to notify the indemnifying party shall not
relieve the indemnifying party from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to
notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified party otherwise than under
subsection (a) or (b) above. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof the indemnifying
party will not be liable to such indemnified party under this
Section  5 for any legal or other expenses, other than reasonable
out-of-pocket costs incurred by such indemnified party at the
indemnifying party's reasonable request in connection with the
defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder
by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on
any claims that are the subject matter of such action, and (ii) does
not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

(d)
If the indemnification provided for in this Section  5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to in subsection  (a) or (b) above
(i)  in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand
and the indemnified party on the other from the exchange of the
Securities, pursuant to the Registered Exchange Offer, or (ii)
if the allocation provided by the foregoing clause (i)  is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party or parties
on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such Holder or
such other indemnified party, as the case may be, on the other, and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this
subsection  (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the
subject of this subsection  (d). Notwithstanding any other
provision of this Section  5(d), the Holders shall not be
required to contribute any amount in excess of the amount by which the
net proceeds received by such Holders from the sale of the Securities
pursuant to a Registration Statement exceeds the amount of damages
which such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section  11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes 

12









of this paragraph (d), each person, if any,
who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as the
Company.

(e) The agreements contained in this Section  5
shall survive the sale of the Securities pursuant to a Registration
Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made
by or on behalf of any indemnified party.

6. Additional
Interest Under Certain Circumstances.

(a)     Additional interest (the
"Additional Interest") with
respect to the Securities shall be assessed as follows if any of the
following events occur (each such event in clauses  (i) through
(iv) below being herein called a "Registration
Default"):

		
	(i) 	any
Registration Statement required by this Agreement is not filed with the
Commission on or prior to the applicable Filing Deadline;


		
	(ii) 	any Registration Statement required
by this Agreement is not declared effective by the Commission on or
prior to the applicable Effectiveness Deadline;


		
	(iii) 	the Registered Exchange Offer has
not been consummated on or prior to the Consummation Deadline; or


		
	(iv) 	any Registration Statement required
by this Agreement has been declared effective by the Commission but
(A)  such Registration Statement thereafter ceases to be
effective or (B)  such Registration Statement or the related
prospectus ceases to be usable in connection with resales of Transfer
Restricted Securities during the periods specified herein because
either (1)  any event occurs as a result of which the related
prospectus forming part of such Registration Statement would include
any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or (2)
it shall be necessary to amend such Registration Statement or
supplement the related prospectus, to comply with the Securities Act or
the Exchange Act or the respective rules thereunder and, in the case of
any such amendments or supplements related solely to naming additional
Electing Holders as selling security holders under a Shelf Registration
Statement, such amendments or supplements are not filed and declared
effective by the Commission within five business days of the
Company's receipt of the applicable Notice and Questionnaire.


Each of the foregoing will constitute a Registration Default
whatever the reason for any such event and whether it is voluntary or
involuntary or is beyond the control of the Company or pursuant to
operation of law or as a result of any action or inaction by the
Commission.

Additional Interest shall accrue on the Securities
over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration
Defaults have been cured, at a rate of 0.25% per annum (the
"Additional Interest Rate") for the
first 90-day period immediately following the occurrence of such
Registration Default. The Additional Interest Rate shall increase by an
additional 0.25% per annum with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a
maximum aggregate Additional Interest Rate of 1.0% per annum.
Notwithstanding the foregoing, Additional Interest shall not accrue on
any Transfer Restricted Security under clause (iv) above following the
consummation of the Registered Exchange Offer if (a) such Transfer
Restricted Security could have been exchanged by the holder thereof,
other than a broker-dealer that exchanged such Transfer Restricted
Security prior to consummation of the Registered Exchange Offer, for a
freely transferable Exchange Security in the Registered Exchange Offer
or (b) the holder of such Transfer Restricted Security shall, under the
terms of this Agreement, have the right to request that the Company
file a Shelf Registration Statement or shall have previously requested
that the Company file a Shelf Registration Statement.

13








(b) A Registration Default referred to in
Section  6(a)(iv) hereof shall be deemed not to have occurred and
be continuing in relation to a Shelf Registration Statement or the
related prospectus if (i)  such Registration Default has occurred
solely as a result of (x) the filing of a post-effective amendment to
such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other
material events, with respect to the Company that would need to be
described in such Shelf Registration Statement or the related
prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf
Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of
30  days, Additional Interest shall be payable in accordance with
the above paragraph from the  day such Registration Default
occurs until such Registration Default is cured.

(c) Any amounts
of Additional Interest due pursuant to Section  6(a) will be
payable in cash on the regular interest payment dates with respect to
the Securities. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest Rate by the principal
amount of the Securities and further multiplied by a fraction, the
numerator of which is the number of  days such Additional
Interest Rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the
denominator of which is 360.

(d) "Transfer
Restricted Securities" means each Security until
(i)  the date on which such Security has been exchanged by a
person other than a broker-dealer for a freely transferable Exchange
Security in the Registered Exchange Offer, (ii)  following the
exchange by a broker-dealer in the Registered Exchange Offer of an
Initial Security for an Exchange Note, the date on which such Exchange
Note is sold to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus contained in
the Exchange Offer Registration Statement, (iii)  the date on
which such Security has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iv)  the date on which such Security
is distributed to the public pursuant to Rule  144 under the
Securities Act or is saleable pursuant to Rule  144(k) under the
Securities Act.

7. Rules  144 and 144A. The Company
shall use its reasonable best efforts to file the reports required to
be filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Transfer
Restricted Securities, make publicly available other information so
long as necessary to permit sales of their securities pursuant to
Rules  144 and 144A. The Company covenants that it will take such
further action as any Holder of Transfer Restricted Securities may
reasonably request, all to the extent required from time to time to
enable such Holder to sell Transfer Restricted Securities without
registration under the Securities Act within the limitation of the
exemptions provided by Rules  144 and 144A (including the
requirements of Rule  144A(d)(4)). Upon the request of any Holder
of Transfer Restricted Securities, the Company shall deliver to such
Holder a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this
Section  7 shall be deemed to require the Company to register any
of its securities pursuant to the Exchange Act.

8.
Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering
("Managing Underwriters") will be
selected by the Holders of a majority in aggregate principal amount of
such Transfer Restricted Securities to be included in such offering,
subject to the consent of the Company (which shall not be unreasonably
withheld or delayed) and such Holders shall be responsible for all
underwriting commissions and discounts in connection therewith. For
purposes of this Section 8, the Company agrees that any Initial
Purchaser shall be acceptable as a Managing Underwriter.

No
person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any


14









underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

9.
Miscellaneous.

(a) Remedies.    The Company
acknowledges and agrees that any failure by the Company to comply with
its obligations under Sections  1 and 2 hereof may result in
material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the
Company's obligations under Sections  1 and 2 hereof. The
Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

(b) No
Inconsistent Agreements.    The Company will not on or after the
date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders
in this Agreement or otherwise materially conflicts with the provisions
hereof. The rights granted to the Holders hereunder do not in any way
materially conflict with and are not inconsistent with the rights
granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

(c) Amendments and
Waivers.    The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the
written consent of the Holders of a majority in aggregate principal
amount of the Securities affected by such amendment, modification,
supplement, waiver or consents. Without the consent of the Holder of
each Security, however, no modification may change the provisions
relating to the payment of Additional Interest.

(d)
Notices.    All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:

(1) if to a Holder of the
Securities, at the most current address given by such Holder to the
Company.

(2) if to the Initial Purchasers;

Credit Suisse First Boston LLC
 Eleven Madison
Avenue
 New York, NY 10010-3629
 Fax No.: (212) 325-8278

Attention: Transactions Advisory Group

with a copy to:

Dewey Ballantine LLP
 1301 Avenue of the Americas

New York, NY 10019
 Fax No.: (212) 259-6333
 Attention: Morton
A. Pierce, Esq.

(3) if to the Company, at its address as
follows:

Phillips-Van Heusen Corporation
 200
Madison Avenue
 New York, NY 10016
 Fax No.: (212)
381-3970
 Attention: General Counsel

with a copy
to:

15








Katten Muchin Zavis Rosenman

575 Madison Avenue
 New York, NY 10022
 Fax No.: (212)
940-8776
 Attention: David H. Landau, Esq.

All such notices
and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business  days
after being deposited in the mail, postage prepaid, if mailed; when
receipt is acknowledged by recipient's facsimile machine
operator, if sent by facsimile transmission; and on the  day
delivered, if sent by overnight air courier guaranteeing next
day delivery.

(e) Third Party Beneficiaries.    The
Holders shall be third party beneficiaries to the agreements made
hereunder between the Company, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such enforcement
necessary to protect their rights or the rights of Holders
hereunder.

(f) Successors and Assigns.    This
Agreement shall be binding upon the Company and its successors and
assigns.

(g) Counterparts.    This Agreement may be
executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one
and the same agreement.

(h) Headings.    The headings
in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

(i) Governing
Law.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

(j)
Severability.    If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.

(k) Securities Held by the
Company.    Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed
to be affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

(l)
Submission to Jurisdiction.    The Company hereby submits to
the non-exclusive jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or proceeding
arising out of or relating to this Agreement or the transactions
contemplated hereby.

16








If the foregoing is in accordance with
your understanding of our agreement, please sign and return to the
Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Initial
Purchasers and the Company in accordance with its terms.


		Very truly yours,
    
PHILLIPS-VAN HEUSEN
CORPORATION




			
		By: 	/s/ Mark
D.
Fischer                                                        


Name: Mark D. Fischer
Title: Vice President, General Counsel and
Secretary


The foregoing Registration
 Rights
Agreement is hereby confirmed
 and accepted as of the date
first
 above written.

CREDIT SUISSE FIRST
BOSTON LLC

 J.P. MORGAN SECURITIES, INC.


 LEHMAN BROTHERS
INC.


 FLEET SECURITIES, INC.


By:
CREDIT SUISSE FIRST BOSTON LLC

By: /s/
Spencer Hart                                


        Name: Spencer Hart
         Title: Managing
Director

17








ANNEX A

Each broker-dealer
that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the
Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with
resales of Exchange Securities received in exchange for Initial
Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180
days after the Expiration Date (as defined herein), it will make this
Prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of
Distribution."

18








ANNEX B

Each broker-dealer
that receives Exchange Securities for its own account in exchange for
Initial Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See
"Plan of Distribution."

19








ANNEX C

PLAN OF
DISTRIBUTION

Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial
Securities were acquired as a result of market-making activities or
other trading activities. The Company has agreed that, for a period of
180  days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any broker-dealer
for use in connection with any such resale. In addition, until
                                            ,
2004, all dealers effecting transactions in the Exchange Securities may
be required to deliver a
prospectus.(1)


The Company will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may
be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the
writing of options on the Exchange Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale,
at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that
resells Exchange Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the
meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any
such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging
that it will deliver and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an
"underwriter" within the meaning of the
Securities Act.

For a period of 180  days after the
Expiration Date the Company will promptly send additional copies of
this Prospectus and any amendment or supplement to this Prospectus to
any broker-dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for the Holders)
other than commissions or concessions of any brokers or dealers and
will indemnify the Holders (including any broker-dealers) against
certain liabilities, including liabilities under the Securities
Act.

	


		
	(1)	In
addition, the legend required by Item  502(e) of
Regulation  S-K will appear on the back cover page of the
Exchange Offer prospectus.


20








ANNEX D

[    ]
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.

Name:                                                                                                                    


Address:                                                                                                                


If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in,
a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account
in exchange for Initial Securities that were acquired as a result of
market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such
Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the
Securities Act.

21