<PAGE>
EXECUTION COPY
LIMITED WAIVER
This LIMITED WAIVER, dated as of June 19, 2000 (this "Limited Waiver
Letter"), is among Warnaco Inc., Designer Holdings, Ltd., Warnaco (HK) Ltd.,
Warnaco B.V., Warnaco Netherlands B.V., Warnaco Holland B.V., The Warnaco Group,
Inc., The Warnaco Group, Inc. and the Lenders parties hereto.
W I T N E S S E T H:
WHEREAS, the Borrowers (such capitalized term and all other capitalized
terms not otherwise defined herein shall have the meanings incorporated by
Subpart 1.1 below), Group, the Lenders and the Agents are parties to a Sixth
Amended and Restated Credit Agreement, dated as of November 17, 1999 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement");
WHEREAS, the Borrowers and Group wish to waive through July 27, 2000 the
need to comply with certain provisions of the Credit Agreement; and
WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to grant such limited waiver;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereto agree as follows.
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Terms for which meanings are provided
in the Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Limited Waiver Letter with such meanings.
PART II
LIMITED WAVER
Effective on (and subject to the occurrence of) the Waiver Effective
Date through (and including) July 27, 2000, the Lenders hereby waive the U.S.
Borrower's and Group's compliance with the terms of Sections 8.3.1 and 8.3.2 of
the Credit Agreement for the Fiscal Quarter ending July 1, 2000.
<PAGE>
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Waiver Effective Date. This Limited Waiver Letter (and the
waivers contained herein) shall become effective on the date (the "Waiver
Effective Date") when all of the conditions set forth in this Subpart 3.1 have
been satisfied.
SUBPART 3.1.1. Execution of Counterparts. The Administrative Agent shall
have received counterparts of this Limited Waiver Letter, duly executed and
delivered on behalf of the Borrowers, Group and the Required Lenders.
SUBPART 3.1.2. Waiver of U.S. Credit Agreement. The Administrative Agent
shall have received evidence that each of the credit facilities listed on
Schedule I hereto have been effectively waived in a manner substantially similar
to the terms of this Waiver Letter.
SUBPART 3.1.3. Affirmation and Consent. The Administrative Agent shall
have received an affirmation and consent in form and substance satisfactory to
it, duly executed and delivered by each guarantor of the Obligations.
SUBPART 3.1.4. Legal Details, etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and its counsel
shall have received all information and such counterpart originals or such
certified or other copies or such materials, as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Limited Waiver Letter shall be satisfactory to
the Administrative Agent and its counsel.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Limited Waiver Letter
to any Part or Subpart are, unless otherwise specified or otherwise required by
the context, to such Part or Subpart of this Limited Waiver Letter.
SUBPART 4.2. Loan Document Pursuant to Credit Agreement. This Limited
Waiver Letter is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the terms
and provisions of the Credit Agreement.
SUBPART 4.3. Representations and Warranties. Each Borrower hereby
represents and warrants that after giving effect to this Limited Waiver Letter,
the statements contained in Section 6.2.1 of the Credit Agreement are true and
correct in all material respects.
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<PAGE>
SUBPART 4.4. Successors and Assigns. This Limited Waiver Letter shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 4.5. Counterparts. This Limited Waiver Letter may be executed by
the parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SUBPART 4.6. Governing Law. THIS LIMITED WAIVER LETTER SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver
Letter to be executed by their respective officers as of the day and year first
above written.
WARNACO INC.
By: [Signature Illegible]
------------------------------------
Title:
DESIGNER HOLDINGS, LTD.
By: [Signature Illegible]
------------------------------------
Title:
WARNACO (HK) LTD.
By: [Signature Illegible]
------------------------------------
Title:
WARNACO B.V.
By: [Signature Illegible]
------------------------------------
Title:
By: [Signature Illegible]
------------------------------------
Title:
WARNACO NETHERLANDS B.V.
By: [Signature Illegible]
------------------------------------
Title:
By: [Signature Illegible]
------------------------------------
Title:
<PAGE>
WARNACO HOLLAND B.V.
By: [Signature Illegible]
------------------------------------
Title:
By: [Signature Illegible]
------------------------------------
Title:
THE WARNACO GROUP, INC.
By: [Signature Illegible]
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
----------------------------------------
[Name of Institution]
By:
------------------------------------
Title:
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By: John Hopmans
------------------------------------
Title: John Hopmans
Managing Director
----------------------------------------
[NAME OF INSTITUTI0N]
By:
------------------------------------
Title:
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
BANK OF AMERICA, N.A.
----------------------------------------
[Name of Institution]
By: David H. Dinkins
------------------------------------
Title: David H. Dinkins
Principal
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
BANK LEUMI USA
----------------------------------------
[Name of Institution]
By: Joung Hee Hong
------------------------------------
Title: Joung Hee Hong
Vice President
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
COMMERZBANK AG
New York and Grand Cayman Branches
By: Robert Donohue
------------------------------------
Robert Donohue
Senior Vice President
By: Peter Doyle
------------------------------------
Peter Doyle
Assistant Vice President
<PAGE>
WARNACO HOLLAND B.V.
By:
-------------------------------------------
Title:
By:
-------------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
-------------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
-------------------------------------------
Title:
Merita Bank Plc
-----------------------------------------------
[NAME OF INSTITUTI0N]
By: Garry Weiss [Signature Illegible]
-------------------------------------------
Title: Garry Weiss [Name Illegible]
Vice President Vice President
<PAGE>
WARNACO HOLLAND B.V.
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
-----------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
-----------------------------------------
Title:
Den Danske Bank Aktieselsrab
---------------------------------------------
[NAME OF INSTITUTI0N]
By: Peter L. Hargraves John A. O'Neill
------------------------------------------
Title: Peter L. Hargraves John A. O'Neill
Vice President Vice President
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
The Bank of New York
----------------------------------------
[NAME OF INSTITUTI0N]
By: [Signature Illegible]
------------------------------------
Title: Senior Vice President
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
SOCIETE GENERALE
----------------------------------------
[NAME OF INSTITUTI0N]
By: Jay Sands
------------------------------------
Title: Jay Sands
Managing Director
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
Morgan Guaranty Trust Company of New York
-----------------------------------------
[NAME OF INSTITUTI0N]
By: Kimberly L. Turner
------------------------------------
Title:
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
Citibank, N.A.
----------------------------------------
[NAME OF INSTITUTI0N]
By: Marc Merlino
------------------------------------
Title: VP
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
The Dai-Ichi Kangyo Bank, Ltd.
----------------------------------------
[NAME OF INSTITUTI0N]
By: [Signature Illegible]
------------------------------------
Title: Vice President
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
Fleet Bank NA
-----------------------------------------
By: Stephen J. Garvin
------------------------------------
Title: Stephen J. Garvin
Director
<PAGE>
WARNACO HOLLAND B.V.
By:
------------------------------------
Title:
By:
------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
------------------------------------
Title:
Fleet National Bank
----------------------------------------
By: Stephen J. Garvin
------------------------------------
Stephen J. Garvin
Title: Director
<PAGE>
WARNACO HOLLAND B.V.
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
-----------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
-----------------------------------------
Title:
Bank of Tokyo - Mitsubishi Trust Company
--------------------------------------------
[NAME OF INSTITUTION]
By: N. Saffra
-----------------------------------------
Title: N. Saffra
Vice President
<PAGE>
WARNACO HOLLAND B.V.
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
-----------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
-----------------------------------------
Title:
Scotiabank
--------------------------------------------
[NAME OF INSTITUTION]
By: John Hopmans
-----------------------------------------
Title: John Hopmans
Managing Director
<PAGE>
WARNACO HOLLAND B.V.
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
THE WARNACO GROUP, INC.
By:
-----------------------------------------
Title:
THE BANK OF NOVA SCOTIA, as
Administrative Agent and
as a Lender
By:
-----------------------------------------
Title:
SunTrust Bank, Inc.
--------------------------------------------
[NAME OF INSTITUTION]
By: Laura Kahn
-----------------------------------------
Title: Laura Kahn
Director, Senior Relationship Manager
<PAGE>
SCHEDULE 1
Warnaco Credit Documents Requiring Waiver of Related Action
1 Amended and Restated Credit Agreement dated as of November 17, 1999 among
Warnaco Inc., The Warnaco Group, Inc., the Lenders named therein, The Bank
of Nova Scotia and Salomon Smith Barney, Inc., as Co-Lead Arrangers and
Co-Book Managers, Citibank, N.A., as Syndication Agent, Commerzbank A.G.,
New York branch, as Documentation Agent, and The Bank of Nova Scotia, as
Administrative Agent, Competitive Bid Agent, Swing Line Bank and Issuing
Bank.
2 Five-Year Credit Agreement, dated as of November 17, 1999 among Warnaco
Inc., The Warnaco Group, Inc., the Lenders named therein, The Bank of Nova
Scotia and Salomon Smith Barney Inc., as Co-Lead Arrangers and Co-Book
Managers, Citibank, N.A., as Syndication Agent, Societe Generale and
Commerzbank AG, as Co-Documentation Agents, Bank of America, N.A. and the
Dai-Ichi Kangyo Bank, as Co-Agents and The Bank of Nova Scotia, as
Administrative Agent, Competitive Bid Agent and Swing Line Bank.
3 364-Day Credit Agreement. dated as of November 17,1999 among Warnaco Inc.,
The Warnaco Group, Inc., the Lenders named therein, The Bank of Nova Scotia
and Salomon Smith Barney, Inc., as Co-Lead Arrangers and Co-Book Managers,
Citibank, N.A. as Syndication Agent, Morgan Guaranty Trust Company of New
York, as Documentation Agent and The Bank of New York, as Administrative
Agent.
4 Credit Agreement, dated July 9, 1996, among Warnaco Inc., The Warnaco
Group, Inc,, certain subsidiaries of Warnaco Inc., the Lenders named
therein, and Societe Generale, as Arranging Bank, Overdraft Bank and
Managing and Administrative Agent, as amended.
5 Revolving Credit and Guarantee Agreement, dated August 14,1996 among
Warnaco Inc., certain of its subsidiaries, the Lenders named therein, and
Societe Generale, as Managing and Administrative Agent, as amended.
6 Amended and Restated Credit Agreement dated as of September 24, 1996,
between Warnaco of Canada Limited and The Bank of Nova Scotia, as amended.
7 Line of Credit Agreement, dated October 31, 1996, among Lintex-Warnaco
S.A., the guarantors named therein and Societe Generale Bank and Trust, as
amended.
8 Line of Credit Agreement, dated as of October 31, 1996, between Warnaco
Intimo and Societe Generale, as amended.
-6-
<PAGE>
AFFIRMATION AND CONSENT
June 19, 2000
The Lenders (as defined below)
-and-
The Bank of Nova Scotia,
as Administrative Agent
One Liberty Plaza
New York, New York 10006
Warnaco Inc., etc.
Gentlemen and Ladies:
Reference is made to the Sixth Amended and Restated Credit Agreement, dated
as of November 17, 1999 (the "Amended and Restated Credit Agreement"), among
Warnaco Inc. (the "U.S. Borrower"), Designer Holdings, LTD. (the "Sub
Borrower"), the Warnaco Sub Borrowers, Warnaco (HK) LTD. ("Warnaco (HK)"),
Warnaco B.V. ("Warnaco B.V."), Warnaco Netherlands B.V. ("Warnaco Netherlands"),
Warnaco Holland B.V. ("Warnaco Holland"; together with Warnaco (HK), Warnaco
B.V. and Warnaco Netherlands, the "Foreign Borrowers"), The Warnaco Group, Inc.
("Group"), the various financial institutions as are or may from time to time
become parties thereto (the "Lenders"), Societe General, as documentation agent
(the "Documentation Agent"), Citibank, N.A., as syndication agent (the
"Syndication Agent") and The Bank of Nova Scotia, as administrative agent (the
"Administrative Agent") for the Lenders. This Affirmation and Consent is
delivered to the Administrative Agent and the Lenders pursuant to Subpart 3.1.3
of the Limited Waiver, dated the date hereof (the "Limited Waiver Letter").
Capitalized terms for which meanings are provided in the Amended and Restated
Credit Agreement are used in this Affirmation and Consent with such meanings.
By its signature below, each of the undersigned Obligors hereby (i)
acknowledges and consents to the Limited Waiver Letter, (ii) reaffirms the
covenants and agreements contained in each Loan Document to which it is a party,
including, in
<PAGE>
each case. as such covenants and agreements may be modified by the Limited
Waiver Letter and the transactions contemplated thereby and (iii) certifies
that, as of the date hereof (after giving effect to the effectiveness of the
Limited Waiver Letter), the representations and warranties contained in the Loan
Documents to which the undersigned is a party are true and correct with the same
effect as if made on the date hereof, except to the extent such representations
or warranties relate to a date prior to the date hereof (in which case such
representations and warranties were true and correct as of such earlier date).
The undersigned further confirms that each Loan Document to which it is a party
is and shall continue to be in full force and effect and the same are hereby
ratified and confirmed in all respects, except that upon the effectiveness of
the Limited Waiver Letter, all references in the Loan Documents to the "Credit
Agreement", "thereunder", "thereof", or words of like import shall mean the
Existing Credit Agreement, and the Loan Documents, as in effect and as modified
by the Limited Waiver Letter.
IN WITNESS WHEREOF, each of the undersigned has caused this Affirmation and
Consent to be executed and delivered by its officer hereunto duly authorized as
of the date first above written.
GREGORY STREET, INC.
By: [Signature Illegible]
-----------------------------------------
Title:
WARNACO INTERNATIONAL, INC.
By: [Signature Illegible]
-----------------------------------------
Title:
CALVIN KLEIN JEANSWEAR COMPANY
By: [Signature Illegible]
-----------------------------------------
Title:
2
<PAGE>
CKJ HOLDINGS INC.
By: [Signature Illegible]
-----------------------------------------
Title:
DESIGNER HOLDINGS, LTD.
By: [Signature Illegible]
-----------------------------------------
Title:
JEANSWEAR HOLDINGS INC.
By: [Signature Illegible]
-----------------------------------------
Title:
MYRTLE AVENUE, INC.
By: [Signature Illegible]
-----------------------------------------
Title:
OUTLET STORES INC.
By: [Signature Illegible]
-----------------------------------------
Title:
WARNACO U.S. INC.
By: [Signature Illegible]
-----------------------------------------
3
<PAGE>
(2)
<PAGE>
LETTER WAIVER
Dated as of June 19, 2000
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders")
parties to the Credit Agreement
referred to below and to The Bank
of Nova Scotia, as administrative
agent (the "Agent") for the Lenders
Ladies and Gentlemen:
We refer to the 364-Day Credit Agreement dated as of November 17, 1999 (the
"Credit Agreement") among the undersigned and you. Capitalized terms not
otherwise defined in this Letter Waiver have the same meanings as specified in
the Credit Agreement.
We hereby request that you waive, solely for the period commencing on the
date first above written through July 27, 2000 (the "Waiver Termination Date"),
the requirements of Section 5.03 of the Credit Agreement for the Fiscal Quarter
ending on July 1, 2000.
This Letter Waiver shall become effective as of the date first above
written when, and only when, on or before June 29, 2000, the Agent shall have
received (a) counterparts of this Letter Waiver executed by us and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such
Lender has executed this Letter Waiver, (b) the consent attached hereto executed
by each of the Guarantors party to the Subsidiary Guaranty and (c) evidence that
each of the credit facilities listed on Schedule I hereto have been effectively
waived in a manner substantially similar to the terms of this Letter Waiver.
This Letter Waiver is subject to the provisions of Section 8.01 of the Credit
Agreement.
The Credit Agreement, the Notes and each of the other Loan Documents,
except to the extent of the waiver specifically provided above, are and shall
continue to be in full force and effect and are hereby in all respect ratified
and confirmed. The execution, delivery and effectiveness of this Letter Waiver
shall not, except as expressly provided herein, operate as a waiver of any
right. power or remedy of any Lender or they Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
On the Waiver Termination Date. without any further action by the Agent and
Lenders. all of the terms and provisions set forth in the Loan Documents shall
have the same force and effect as if this Letter Waiver had not been entered
into by the parties hereto, and the
<PAGE>
Agent and the Lenders shall have all of the rights and remedies afforded to
them under the Loan Documents as though no waiver bad been granted by them
hereunder.
If you agree to the terms and provisions of this Letter Waiver, please
evidence such agreement by executing and returning at least two counterparts of
this Letter Waiver to Benjamin Cheng, Shearman & Sterling, 599 Lexington Avenue,
New York, New York 10022.
This Letter Waiver may be executed in any number of counterparts and by
different 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. Delivery of an executed
counterpart of a signature page to this Letter Waiver by telecopier shall be
effective as delivery of a manually executed counterpart of this Letter Waiver.
This Letter Waiver shall be governed by, and construed in accordance with,
the laws of the State of New York.
Very truly yours,
WARNACO INC.
By: [Signature Illegible]
-----------------------------------------
Title:
THE WARNACO GROUP, INC.
By: [Signature Illegible]
-----------------------------------------
Title:
<PAGE>
Agreed as of the date first above written:
Scotiabank
-------------------------------------------------
[Please type or print name of institution]
By: John Hopmans
---------------------------------------------
Title: John Hopmans
Managing Director
<PAGE>
Agreed as of the date first above written:
Citibank
-------------------------------------------------
[Please type or print name of institution]
By: Marc Merlino
---------------------------------------------
Title: Marc Merlino
Vice President
<PAGE>
Agreed as of the date first above written:
Morgan Guaranty Trust Company of New York
-------------------------------------------------
[Please type or print name of institution]
By: Kimberly L. Turner
---------------------------------------------
Title: Kimberly L. Turner
Vice President
<PAGE>
Agreed as of the date first above written:
SOCIETE GENERALE
-------------------------------------------------
[Please type or print name of institution]
By: Jay Sands
---------------------------------------------
Title: Jay Sands
Managing Director
<PAGE>
Agreed as of the date first above written:
Commerzbank AG
New York and Grand Cayman Branches
By: Robert Donohue
---------------------------------------------
Robert Donohue
Senior Vice President
By: Peter Doyle
---------------------------------------------
Peter Doyle
Assistant Vice President
<PAGE>
Agreed as of the date first above written:
Stephen J. Garvin
Fleet National Bank
-------------------------------------------------
By: Stephen J. Garvin
---------------------------------------------
Title: Director
<PAGE>
Agreed as of the date first above written:
SUMMIT BANK
-------------------------------------------------
[Please type or print name of institution]
By: [Signature Illegible]
---------------------------------------------
Title: Vice President
<PAGE>
Agreed as of the date first above written:
Bank of Hawaii
-------------------------------------------------
[Please type or print name of institution]
By: Donna R. Parker
---------------------------------------------
Title: Donna R. Parker
Vice President
<PAGE>
SCHEDULE I TO LETTER WAIVER
1. Amended and Restated Credit Agreement dated as of November 17, 1999 among
Warnaco Inc., The Warnaco Group, Inc., the Lenders named therein, The Bank
of Nova Scotia and Salomon Smith Barney, Inc., as Co-Lead Arrangers and
Co-Book Managers. Citibank, N.A., as Syndication Agent, Commerzbank A.G.,
New York branch, as Documentation Agent, and The Bank of Nova Scotia, as
Administrative Agent. Competitive Bid Agent, Swing Line Bank and Issuing
Bank.
2. Five-Year Credit agreement, dated as of November 17, 1999 among Warnaco
Inc., The Warnaco Group, Inc., the Lenders named therein, The Bank of Nova
Scotia and Salomon Smith Barney Inc., as Co-Lead Arrangers and Co-Book
Managers, Citibank, N.A.. as Syndication Agent, Societe Generale and
Commerzbank A.G., as Co-Documentation Agents, Bank of America, N.A. and the
Dai-Ichi Kangyo Bank, as Co-Agents and The Bank of Nova Scotia, as
Administrative Agent, Competitive Bid Agent. and Swing Line Bank.
3. 364-Day Credit Agreement, dated as of November 17, 1999 among Warnaco Inc.,
The Warnaco Group, Inc., the Lenders named therein, The Bank of Nova Scotia
and Salomon Smith Barney, Inc., as Co-Lead Arrangers and Co-Book Managers,
Citibank, N.A. as Syndication Agent, Morgan Guaranty Trust Company of New
York, as Documentation Agent and The Bank of New York, as Administrative
Agent.
4. Sixth Amended and Restated Credit Agreement, dated as of November 17, 1999
among Warnaco Inc., The Warnaco Group, Inc,, the Lenders named therein,
certain subsidiaries of The Warnaco Group, Inc., Societe Generale, as
Documentation Agent, Citibank, N.A. as Syndication Agent and The Bank of
Nova Scotia, as Administrative Agent.
5. Credit Agreement, dated July 9, 1996, among Warnaco Inc., The Warnaco
Group, Inc., certain subsidiaries of Warnaco Inc., the Lenders named
therein, and Societe Generale, as Arranging Bank. Overdraft Bank and
Managing and Administrative Agent, as amended.
6. Revolving Credit and Guarantee Agreement, dated August 14, 1996 among
Warnaco Inc., certain of its subsidiaries, the Lenders named therein, and
Societe Generale, as Managing and Administrative Agent, as amended.
7. Amended and Restated Credit Agreement, dated as of September 24, 1996,
between Warnaco of Canada Limited and The Bank of Nova Scotia, as amended.
8. Line of Credit Agreement, dated October 31, 1996, among Lintex-Warnaco
S.A., the guarantors named therein and Societe Generale Bank and Trust, as
amended.
<PAGE>
9. Line of Credit Agreement, dated as of October 31, 1996, between Warnaco
Intimo and Societe Generale, as amended.
<PAGE>
CONSENT
Dated as of June 19, 2000
The undersigned, each as Guarantor under the Subsidiary Guaranty dated
November 17, 1999 (the "Subsidiary Guaranty") in favor of the Lender Parties
parties to the Credit Agreement referred to in the foregoing Letter Waiver,
hereby consents to such Letter Waiver and hereby confirms and agrees that
notwithstanding the effectiveness of such Letter Waiver, the Subsidiary Guaranty
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects.
GREGORY STREET, INC.
By [Signature Illegible]
---------------------
Title:
WARNACO INTERNATIONAL INC.
By [Signature Illegible]
---------------------
Title:
CALVIN KLEIN JEANSWEAR
COMPANY
By [Signature Illegible]
---------------------
Title:
CKJ HOLDINGS INC.
By [Signature Illegible]
---------------------
Title:
<PAGE>
DESIGNER HOLDINGS LTD.
By [Signature Illegible]
---------------------
Title:
JEANSWEAR HOLDINGS INC.
By [Signature Illegible]
---------------------
Title:
MYRTLE AVENUE INC.
By [Signature Illegible]
---------------------
Title:
OUTLET STORES INC.
By [Signature Illegible]
---------------------
Title:
WARNACO U.S. INC.
By [Signature Illegible]
---------------------
Title:
<PAGE>
(3)
<PAGE>
LETTER WAIVER
Dated as of June 19, 2000
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders")
parties to the Credit Agreement
referred to below and to The Bank
of Nova Scotia, as administrative
agent (the "Agent") for the Lenders
Ladies and Gentlemen:
We refer to the Five-Year Credit Agreement dated as of November 17, 1999
(the "Credit Agreement") among the undersigned and you. Capitalized terms not
otherwise defined in this Letter Waiver have the same meanings as specified in
the Credit Agreement.
We hereby request that you waive, solely for the period commencing on the
date first above written through July 27, 2000 (the "Waiver Termination Date"),
the requirements of Section 5.03 of the Credit Agreement for the Fiscal Quarter
ending on July 1, 2000.
This Letter Waiver shall become effective as of the date first above written
when, and only when, on or before June 29, 2000, the Agent shall have received
(a) counterparts of this Letter Waiver executed by us and the Required Lenders
or, as to any of the Lenders, advice satisfactory to the Agent that such Lender
has executed this Letter Waiver, (b) the consent attached hereto executed by
each of the Guarantors party to the Subsidiary Guaranty and (c) evidence that
each of the credit facilities listed on Schedule I hereto have been effectively
waived in a manner substantially similar to the terms of this Letter Waiver.
This Letter Waiver is subject to the provisions of Section 8.01 of the Credit
Agreement.
The Credit Agreement, the Notes and each of the other Loan Documents, except
to the extent of the waiver specifically provided above, are and shall continue
to be in full force and effect and are hereby in all respect ratified and
confirmed. The execution, delivery and effectiveness of this Letter Waiver shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
On the Waiver Termination Date, without any further action by the Agent and
Lenders, all of the terms and provisions set forth in the Loan Documents shall
have the same force and effect as if this Letter Waiver had not been entered
into by the parties hereto, and the
<PAGE>
Agent and the Lenders shall have all of the rights and remedies afforded to them
under the Loan Documents as though no waiver had been granted by them hereunder.
If you agree to the terms and provisions of this Letter Waiver, please
evidence such agreement by executing and returning at least two counterparts of
this Letter Waiver to Benjamin Cheng, Shearman & Sterling, 599 Lexington Avenue,
New York, New York 10022.
This Letter Waiver may be executed in any number of counterparts and by
different 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. Delivery of an executed counterpart of a
signature page to this Letter Waiver by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Waiver.
This Letter Waiver shall be governed by, and construed in accordance with,
the laws of the State of New York.
Very truly yours,
WARNACO INC.
By [Signature Illegible]
---------------------
Title:
THE WARNACO GROUP, INC.
By [Signature Illegible]
---------------------
Title:
<PAGE>
Agreed as of the date first above written:
Scotiabank
------------------------------------------
[Please type or print name of institution]
By John Hopmans
----------------------------------------
Title: John Hopmans
Managing Director
<PAGE>
Agreed as of the date first above written:
Citibank, N.A.
------------------------------------------
[Please type or print name of institution]
By Marc Merlino
--------------------------------------
Title: VP
<PAGE>
Agreed as of the date first above written:
Morgan Guaranty Trust Company of New York
------------------------------------------
[Please type or print name of institution]
By Kimberly L. Turner
----------------------------------------
Title: Kimberly L. Turner
Vice President
<PAGE>
Agreed as of the date first above written:
SOCIETE GENERALE
------------------------------------------
[Please type or print name of institution]
By Jay Sands
----------------------------------------
Title: Jay Sands
Managing Director
<PAGE>
Agreed as of the date first above written:
Commerzbank AG
New York and Grand Cayman Branches
By: Robert Donohue
---------------------
Robert Donohue
Senior Vice President
By: Peter Doyle
---------------------
Peter Doyle
Assistant Vice President
<PAGE>
Agreed as of the date first above written:
The Bank Of New York
-------------------------------------------
[Please type or print name of institution]
By [Signature Illegible]
-----------------------------------------
Title: Senior Vice President
<PAGE>
Agreed as of the date first above written:
Bank Of Tokyo Mitsubishi Trust Company
-------------------------------------------
[Please type or print name of institution]
By N. Saffra
-----------------------------------------
N. Saffra
Title: Vice President
<PAGE>
Agreed as of the date first above written:
The Dai-Ichi Kangyo Bank, Ltd.
-------------------------------------------
[Please type or print name of institution]
By [Signature Illegible]
-----------------------------------------
Title: Vice President
<PAGE>
Agreed as of the date first above written:
Stephen J. Garvin
Fleet National Bank
-------------------------------------------
By Stephen J. Garvin
-----------------------------------------
Title: Director
<PAGE>
Agreed as of the date first above written:
GENERAL ELECTRIC CAPITAL CORPORATION
-------------------------------------------
[Please type or print name of institution]
By [Signature Illegible]
-----------------------------------------
Title: Duly Authorized Signatory
<PAGE>
Agreed as of the date first above written:
SunTrust Bank, Inc.
-----------------------------------------------
[Please type or print name of institution]
By Laura Kahn
---------------------------------------------
Laura Kahn
Title: Director, Senior Relationship Manager
<PAGE>
Agreed as of the date first above written:
Bank Of America, N.A.
-------------------------------------------
[Please type or print name of institution]
By David H. Dinkins
-----------------------------------------
Title: David H. Dinkins
Principal
<PAGE>
1. Amended and Restated Credit Agreement dated as of November 17, 1999
among Warnaco Inc., The Warnaco Group, Inc., the Lenders named
therein, The Bank of Nova Scotia and Salomon Smith Barney, Inc., as
Co-Lead Arrangers and Co-Book Managers, Citibank, N.A., as Syndication
Agent, Commerzbank A.G., New York branch, as Documentation Agent, and
The Bank of Nova Scotia, as Administrative Agent, Competitive Bid
Agent, Swing Line Bank and Issuing Bank.
2. Five-Year Credit Agreement, dated as of November 17, 1999 among
Warnaco Inc., The Warnaco Group, Inc., the Lenders named therein, The
Bank of Nova Scotia and Salomon Smith Barney Inc., as Co-Lead
Arrangers and Co-Book Managers, Citibank, N.A. as Syndication Agent,
Societe Generale and Commerzbank A.G., as Co-Documentation Agents,
Bank of America, N.A. and the Dai-Ichi Kangyo Bank, as Co-Agents and
The Bank of Nova Scotia, as Administrative Agent, Competitive Bid
Agent and Swing Line Bank.
3. 364-Day Credit Agreement, dated as of November 17, 1999 among Warnaco
Inc., The Warnaco Group, Inc., the Lenders named therein, The Bank of
Nova Scotia and Salomon Smith Barney, Inc., as Co-Lead Arrangers and
Co-Book Managers, Citibank, N.A. as Syndication Agent, Morgan Guaranty
Trust Company of New York, as Documentation Agent and The Bank of New
York, as Administrative Agent.
4. Sixth Amended and Restated Credit Agreement, dated as of November 17,
1999 among Warnaco Inc., The Warnaco Group, Inc., the Lenders named
therein, certain subsidiaries of The Warnaco Group, Inc., Societe
Generale, as Documentation Agent, Citibank, N.A. as Syndication Agent
and The Bank of Nova Scotia, as Administrative Agent.
5. Credit Agreement, dated July 9, 1996, among Warnaco Inc., The Warnaco
Group, Inc., certain subsidiaries of Warnaco Inc., the Lenders named
therein, and Societe Generale, as Arranging Bank, Overdraft Bank and
Managing and Administrative Agent, as amended.
6. Revolving Credit and Guarantee Agreement, dated August 14, 1996 among
Warnaco Inc., certain of its subsidiaries, the Lenders named therein,
and Societe Generale, as Managing and Administrative Agent, as
amended.
7. Amended and Restated Credit Agreement, dated as of September 24, 1996,
between Warnaco of Canada Limited and The Bank of Nova Scotia, as
amended.
8. Line of Credit Agreement, dated October 31, 1996, among Lintex-Warnaco
S.A., the guarantors named therein and Societe Generale Bank and
Trust, as amended.
<PAGE>
9. Line of Credit Agreement, dated as of October 31, 1996, between
Warnaco Intimo and Societe Generale, as amended.
<PAGE>
CONSENT
Dated as of June 19, 2000
The undersigned, each as Guarantor under the Subsidiary Guaranty dated
November 17, 1999 (the "Subsidiary Guaranty") in favor of the Lender
Parties parties to the Credit Agreement referred to in the foregoing Letter
Waiver, hereby consents to such Letter Waiver and hereby confirms and
agrees that notwithstanding the effectiveness of such Letter Waiver, the
Subsidiary Guaranty is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects.
GREGORY STREET, INC.
By [Signature Illegible]
------------------------------
Title:
WARNACO INTERNATIONAL INC.
By [Signature Illegible]
------------------------------
Title:
CALVIN KLEIN JEANSWEAR
COMPANY
By [Signature Illegible]
------------------------------
Title:
CKJ HOLDINGS INC.
By [Signature Illegible]
------------------------------
Title:
<PAGE>
DESIGNER HOLDINGS LTD.
By [Signature Illegible]
--------------------------------
Title:
JEANSWEAR HOLDINGS INC.
By [Signature Illegible]
--------------------------------
Title:
MYRTLE AVENUE INC.
By [Signature Illegible]
--------------------------------
Title:
OUTLET STORES INC.
By [Signature Illegible]
--------------------------------
Title:
WARNACO U.S. INC.
By [Signature Illegible]
--------------------------------
Title:
<PAGE>
(4)
<PAGE>
LETTER WAIVER
Dated as of June 19, 2000
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders")
parties to the Credit Agreement
referred to below and to The Bank
of Nova Scotia, as administrative
agent (the "Agent") for the Lenders
Ladies and Gentlemen:
We refer to the U.S. $600,000,000 Amended and Restated Credit Agreement
dated as of November 17, 1999 (the "Credit Agreement") among the undersigned and
you. Capitalized terms not otherwise defined in this Letter Waiver have the same
meanings as specified in the Credit Agreement.
We hereby request that you waive, solely for the period commencing on the
date first above written through July 27, 2000 (the "Waiver Termination Date"),
the requirements of Section 5.03 of the Credit Agreement for the Fiscal Quarter
ending July 1, 2000.
This Letter Waiver shall become effective as of the date first above
written when, and only when, on or before June 29, 2000, the Agent shall have
received (a) counterparts of this Letter Waiver executed by us and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that
such Lender has executed this Letter Waiver, (b) the consent attached hereto
executed by each of the Guarantors party to the Subsidiary Guaranty and
(c) evidence that each of the credit facilities listed on Schedule I hereto have
been effectively waived in a manner substantially similar to the terms of this
Letter Waiver. This Letter Waiver is subject to the provisions of Section 8.01
of the Credit Agreement.
The Credit Agreement, the Notes and each of the other Loan Documents,
except to the extent of the waiver specifically provided above, are and shall
continue to be if full force and effect and are hereby in all respect ratified
and confirmed. The execution, delivery and effectiveness of this Letter Waiver
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
On the Waiver Termination Date, without any further action by the Agent and
Lenders, all of the terms and provisions set forth in the Loan Documents shall
have the same force and effect as if this Letter Waiver had not been entered
into by the parties hereto, and the
<PAGE>
Agent and the Lenders shall have all of the rights and remedies afforded to them
under the Loan Documents as though no waiver had been granted by them hereunder.
If you agree to the terms and provisions of this Letter Waiver, please
evidence such agreement by executing and returning at least two counterparts of
this Letter Waiver to Benjamin Cheng, Shearman & Sterling, 599 Lexington Avenue,
New York, New York 10022.
This Letter Waiver may be executed in any number of counterparts and by
different 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. Delivery of an executed counterpart of a
signature page to this Letter Waiver by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Waiver.
This Letter Waiver shall be governed by, and construed in accordance with,
the laws of the State of New York.
Very truly yours.
WARNACO INC.
By [Signature Illegible]
--------------------------------
Title:
THE WARNACO GROUP, INC.
By [Signature Illegible]
--------------------------------
Title:
<PAGE>
Agreed as of the date first above written:
Scotiabank
------------------------------------------
(Please type or print name of institution)
By John Hopmans
---------------------------------------
John Hopmans
Title: Managing Director
<PAGE>
Agreed as of the date first above written:
Citibank, N.A.
------------------------------------------
(Please type or print name of institution)
By Marc Merlino
---------------------------------------
Title: Vice President
<PAGE>
Agreed as of the date first above written:
Commerzbank AG
New York and Grand Cayman Branches
By Robert Donohue
--------------------------------
Robert Donohue
Senior Vice President
By Peter Doyle
--------------------------------
Peter Doyle
Assistant Vice President
<PAGE>
Agreed as of the date first above written:
Union Bank of California N.A.
------------------------------------------
(Please type or print name of institution)
By David W. Kinkela
--------------------------------
David W. Kinkela
Title: Vice President
<PAGE>
Agreed as of the date first above written:
The Bank of New York
------------------------------------------
(Please type or print name of institution)
By [Signature Illegible]
--------------------------------
Title: Senior Vice President
<PAGE>
Agreed as of the date first above written:
Bank of Tokyo -- Mitsubishi Trust Company
------------------------------------------
(Please type or print name of institution)
By N. Saffra
--------------------------------
N. Saffra
Title: Vice President
<PAGE>
Agreed as of the date first above written:
Fleet National Bank
______________________________________
By Stephen J. Garvin
___________________________________
Stephen J. Garvin
Title: Director
<PAGE>
Agreed as of the date first above written:
UNICREDITO ITALIANO
__________________________________________
[Please type or print name of institution]
By Christopher J. Eldin Saiyed A. Abbas
--------------------------------- -------------------------
Title: First Vice President & Saiyed A. Abbas
Deputy Manager Vice President
Christopher J. Eldin
<PAGE>
Agreed as of the date first above written:
The Dai-Ichi Kangyo Bank, Ltd.
__________________________________________
[Please type or print name of institution]
By [Signature Illegible]
___________________________________
Title: Vice President
<PAGE>
Agreed as of the date first above written:
GENERAL ELECTRIC CAPITAL CORPORATION
_____________________________________________
[Please type or print name of institution]
By [Signature Illegible]
___________________________________
Title: Duly Authorized Signatory
<PAGE>
Agreed as of the date first above written:
Merita Bank Plc
___________________________________________
[Please type or print name of institution]
By Garry Weiss [Signature Illegible]
--------------------------------- --------------------------
Garry Weiss [Name Illegible]
Vice President Vice President
<PAGE>
Agreed as of the date first above written:
Morgan Guaranty Trust Company of New York
__________________________________________
[Please type or print name of institution]
By Kimberly L. Turner
___________________________________
Title: Kimberly L. Turner
Vice President
<PAGE>
Agreed as of the date first above written:
Bank of America, N.A.
___________________________________________
[Please type or print name of institution]
By David H. Dinkins
___________________________________
Title: David H. Dinkins
Principal
<PAGE>
Agreed as of the date first above written:
SOCIETE GENERALE
___________________________________________
[Please type or print name of institution]
By Jay Sands
___________________________________
Title: Jay Sands
Managing Director
<PAGE>
SCHEDULE I TO LETTER WAIVER
1. Amended and Restated Credit Agreement dated as of November 17, 1999 among
Warnaco Inc., The Warnaco Group, Inc., the Lenders named therein, The Bank of
Nova Scotia and Salomon Smith Barney, Inc., as Co-Lead Arrangers and Co-Book
Managers, Citibank, N.A., as Syndication Agent, Commerzbank A.G., New York
branch, as Documentation Agent, and The Bank of Nova Scotia, as
Administrative Agent, Competitive Bid Agent, Swing Line Bank and Issuing
Bank.
2. Five-Year Credit Agreement, dated as of November 17, 1999 among Warnaco Inc.,
The Warnaco Group, Inc., the Lenders named therein, The Bank of Nova Scotia
and Salomon Smith Barney Inc., as Co-Lead Arrangers and Co-Book Managers,
Citibank, N.A., as Syndication Agent, Societe Generale and Commerzbank A.G.,
as Co-Documentation Agents, Bank of America, N.A. and the Dai-Ichi Kangyo
Bank, as Co-Agents and The Bank of Nova Scotia, as Administrative Agent,
Competitive Bid Agent and Swing Line Bank.
3. 364-Day Credit Agreement, dated as of November 17, 1999 among Warnaco Inc.,
The Warnaco Group, Inc., the Lenders named therein, The Bank of Nova Scotia
and Salomon Smith Barney, Inc., as Co-Lead Arrangers and Co-Book Managers,
Citibank, N.A. as Syndication Agent, Morgan Guaranty Trust Company of New
York, as Documentation Agent and The Bank of New York, as Administrative
Agent.
4. Sixth Amended and Restated Credit Agreement, dated as of November 17, 1999,
among Warnaco Inc., The Warnaco Group, Inc., the Lenders named therein,
certain subsidiaries of The Warnaco Group, Inc., Societe Generale, as
Documentation Agent, Citibank, N.A. as Syndication Agent and The Bank of Nova
Scotia, as Administrative Agent.
5. Credit Agreement, dated July 9, 1996, among Warnaco Inc., The Warnaco Group,
Inc., certain subsidiaries of Warnaco Inc., the Lenders named therein, and
Societe Generale, as Arranging Bank, Overdraft Bank and Managing and
Administrative Agent, as amended.
6. Revolving Credit and Guarantee Agreement, dated August 14, 1996 among Warnaco
Inc., certain of its subsidiaries, the Lenders named therein, and Societe
Generale, as Managing and Administrative Agent, as amended.
7. Amended and Restated Credit Agreement, dated as of September 24, 1996,
between Warnaco of Canada and The Bank of Nova Scotia, as amended.
8. Line of Credit Agreement, dated October 31, 1996, among Lintex-Warnaco S.A.,
the guarantors named therein and Societe Generale Bank and Trust, as amended.
<PAGE>
9. Line of Credit Agreement, dated as of October 31, 1996, between Warnaco
Intimo and Societe Generale, as amended.
<PAGE>
CONSENT
Dated as of June 19, 2000
The undersigned, each as Guarantor under the Subsidiary Guaranty dated
November 17, 1999 (the "Subsidiary Guaranty") in favor of the Lender Parties
parties to the Credit Agreement referred to in the foregoing Letter Waiver,
hereby consents to such Letter Waiver and hereby confirms and agrees that
notwithstanding the effectiveness of such Letter Waiver, the Subsidiary Guaranty
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects.
GREGORY STREET, INC.
By [Signature Illegible]
-----------------------------------
Title:
WARNACO INTERNATIONAL INC.
By [Signature Illegible]
-----------------------------------
Title:
CALVIN KLEIN JEANSWEAR COMPANY
By [Signature Illegible]
-----------------------------------
Title:
CKJ HOLDINGS INC.
By [Signature Illegible]
-----------------------------------
Title:
<PAGE>
DESIGNER HOLDINGS LTD.
By [Signature Illegible]
-----------------------------------
Title:
JEANSWEAR HOLDINGS INC.
By [Signature Illegible]
-----------------------------------
Title:
MYRTLE AVENUE INC.
By [Signature Illegible]
-----------------------------------
Title:
OUTLET STORES INC.
By [Signature Illegible]
-----------------------------------
Title:
WARNACO U.S. INC.
By [Signature Illegible]
-----------------------------------
Title:
<PAGE>
(5)
<PAGE>
CONSENT AND WAIVER
WARNACO OF CANADA COMPANY
as, Borrower
- and -
THE BANK OF NOVA SCOTIA
as Lender
- and -
THE GUARANTORS LISTED HEREIN
--------------------------------------------------------------------------------
CONSENT AND WAIVER
Dated as of June 28, 2000
--------------------------------------------------------------------------------
STIKEMAN ELLIOTT
<PAGE>
CONSENT AND WAIVER
This Consent and Waiver, made as of June 28, 2000, is delivered in
connection with that certain Amended and Restated Credit Agreement dated as of
September 24, 1996 between Warnaco of Canada Company, a corporation amalgamated
and existing under the laws of Nova Scotia (the "BORROWER") and The Bank of Nova
Scotia, one of the chartered banks of Canada (the "LENDER"), as amended prior to
the date hereof (the "CREDIT AGREEMENT"). Unless otherwise defined herein or the
context otherwise requires, capitalized terms for which meanings are provided in
the Credit Agreement are used herein with such meanings.
Reference is also made to those certain Guaranties made in favour of
the Lender (i) as of July 16, 1996 by the undersigned Guarantors The Warnaco
Group, Inc., Warnaco Inc., Warnaco International Inc.; (ii) as of February 28,
1997 by the undersigned Guarantors Gregory Street, Inc. and Myrtle Avenue, Inc.;
(iii) as of September 30, 1997 by the undersigned Guarantor Warnaco U.S. Inc.
(formerly known as ML, Inc.); and (iv) as of December 12, 1997 by the
undersigned Guarantors Designer Holdings, Ltd., Jeanswear Holdings Inc., Calvin
Klein Jeanswear Company, CKJ Holdings, Inc. and Outlet Stores, Inc.
By its signature below, the Lender hereby (i) acknowledges and consents
to the waiver respecting the Warnaco Inc. Credit Agreement, as amended,
modified, supplemented, restated, renewed, replaced or refinanced prior to the
date hereof, pursuant to a limited waiver dated as of the date hereof (the
"WAIVER") among Warnaco Inc., Designer Holdings, Ltd., Warnaco (HK) Ltd.,
Warnaco B.V., Warnaco Netherlands B.V., Warnaco Holland B.V., The Warnaco Group,
Inc. and the lenders party thereto; (ii) confirms and agrees that, on and after
the date hereof, each reference in the Credit Agreement and the Guaranties to
"the Warnaco Inc. Credit Agreement", "thereunder", "thereof" or words of like
import shall be references to the Warnaco Inc. Credit Agreement, as amended or
modified by the Waiver, the same as may be further amended, renewed, modified,
supplemented or restated from time to time; and (iii) in the specific
circumstances described herein, waives its right to receive ten days prior
written notice of the waiver to the Warnaco Inc. Credit Agreement as required by
Section 9.1(n) of the Credit Agreement and Section 4.1.2 of the Guaranties.
Notwithstanding the preceding paragraph, this Consent and Waiver shall
not be effective until such time as the Lender has received a fully executed
copy of the Waiver.
The Credit Agreement, the other Credit Documents and the Guaranties,
except to the extent of the waiver specifically provided above and the release
of certain guarantors provided for herein, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Consent and Waiver shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of the Lender under the Credit Agreement or any of the other Credit
Documents or the Guaranties nor constitute a waiver of any provision of the
Credit Agreement or any of the other Credit Documents or Guaranties.
The parties hereto agree that the Borrower shall pay on demand all
costs and expenses (including, without limitation, all reasonable legal fees and
expenses) incurred by the Lender in connection with this Consent and Waiver. The
Borrower's consent to this Consent and Waiver and to each of the terms hereof
shall be evidenced by its signature as indicated below.
<PAGE>
-2-
This Consent and Waiver shall be governed by, and construed in
accordance with, the laws of the Province of Ontario and the federal laws of
Canada applicable therein.
IN WITNESS WHEREOF, each of the undersigned has caused this Consent and
Waiver to be executed by their duly authorized officers as of the day first
above written.
WARNACO OF CANADA COMPANY
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By: [Signature Illegible]
--------------------------------------
Name: [Illegible]
Title Director
By: [Signature Illegible]
--------------------------------------
Name: [Illegible]
Title: [Illegible]
<PAGE>
-2-
This Consent and Waiver shall be governed by, and construed in
accordance with, the laws of the Provence of Ontario and the federal laws of
Canada applicable therein.
IN WITNESS WHEREOF, each of the undersigned has caused this Consent and
Waiver to be executed by their duly authorized officers as of the day first
above written.
WARNACO OF CANADA COMPANY
By: [Signature Illegible]
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By: [Signature Illegible]
--------------------------------------
Name: [Illegible]
Title: Director
By: [Signature Illegible]
--------------------------------------
Name: [Illegible]
Title: [Illegible]
<PAGE>
-3-
Each of the undersigned Guarantors hereby acknowledges and consents to
the Waiver and hereby confirms and agrees that the Guaranty to which it is a
party is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects; provided, however, that, on and after
the date hereof, each reference in such Guaranty and the Credit Agreement and
the other Credit Documents to "the Warnaco Inc. Credit Agreement", "thereunder",
"thereof" or words of like import shall be references to the Warnaco Inc. Credit
Agreement as amended or modified by the Waiver, the same as may be further
amended, renewed, modified, supplemented or restated from time to time.
THE WARNACO GROUP, INC.
WARNACO INC.
WARNACO INTERNATIONAL INC.
GREGORY STREET, INC.
MYRTLE AVENUE, INC.
By: [Signature Illegible]
---------------------------------------
Name:
Title:
DESIGNER HOLDINGS, LTD.
JEANSWEAR HOLDINGS INC.
CALVIN KLEIN JEANSWEAR COMPANY
CKJ HOLDINGS, INC.
OUTLET STORES, INC.
WARNACO U.S. INC.
By: [Signature Illegible]
---------------------------------------
Name:
Title:
<PAGE>
(6)
<PAGE>
[Societe Generale Letterhead]
Warnaco Inc.
The Warnaco Group, Inc. and
The Companies and Corporations referred to in the schedule to this letter
c/o 90 Park Avenue
New York
New York 10016
June 30, 2000
Dear Sirs
EUROPEAN FACILITIES
We refer to:
(A) the Credit Agreement dated 9 July 1996 (as amended) between the banks and
financial institutions referred to below, ourselves as Agent and the
addressees of this letter (such agreement as so amended being referred to
in this letter as the "Term Facility").
(B) the Revolving Credit and Guarantee Agreement dated 14 August 1996 (as
amended) between the banks and financial institutions referred to below,
ourselves as Arranging Bank, Managing and Administration Agent and
Overdraft Bank and the Companies and Corporations referred to as Borrowers
in the acceptance of this letter (such agreement as so amended being
referred to in this letter as the "Revolver").
(C) the Line of Credit Agreement dated 31 October 1996 (as amended) between
Societe Generale, Geneva Branch, and Lintex-Warnaco SA (such agreement as
so amended being referred to in this letter as the "Swiss Line of Credit").
(D) the Line of Credit Agreement dated 31 October 1996 (as amended) between
Societe Generale, Madrid Branch and Warnaco Intimo S.A. (such agreement as
so amended being referred to in this letter as the "Spanish Line of
Credit").
The Term Facility, the Revolver, the Swiss Line of Credit and the Spanish Line
of Credit are collectively referred to as the "Facilities Documents" but unless
otherwise defined or indicated in this letter, all capitalised terms used herein
shall have the same meanings as specified in the relevant documents.
1. You have informed us and, by your acceptance of the terms of this
letter, warrant that:
1.1 you have requested the lenders under the U.S. Credit Agreement to waive
the requirements of Section 5.03 of the U.S. Credit Agreement for the
Fiscal Quarter (as defined in the U.S. Credit Agreement) ending on
1 July 2000 during the period
<PAGE>
[SOCIETE GENERALE LOGO]
beginning on that date and ending on the Waiver Termination Date (as
defined below).
1.2 the addressees of this letter have asked their lending bankers under
all other relevant credit facilities (an exhaustive list of which is
set out in the schedule to this letter) to provide similar waivers.
2. At your request, and in consideration of your agreement to the terms
of this letter, we agree to waive, solely for the period commencing on
the date of this letter until the 27 July 2000 (such date being the
"Waiver Termination Date") the requirements of:
Clause 19.1 of the Term Facility;
Clause 19.1 of the Revolver;
Clause 11 of the Swiss Line of Credit
Clause 11 of the Spanish Line of Credit
in so far as they import by reference the terms of Section 5.03 of the
U.S. Credit Agreement.
3. On the Waiver Termination Date, without any further action by the
Agent or any of the Lenders or any other person, the waiver contained
in paragraph 2 above shall terminate and cease to have effect and all
of the terms and provisions set forth in the Facilities Documents with
respect to requirements thereunder that are so waived shall have the
same force and effect as if such paragraph 2 were not part of this
letter and the Agent and the Lenders shall have all of the rights and
remedies afforded to them under the Facilities Documents as though no
waiver had been granted by them under such paragraph 2.
4. The waiver contained in this letter shall become effective as from the
date of this letter when, and only when the Agent shall have received
(a) counterparts of this letter executed by such addressees and (b)
evidence that each of the credit facilities listed in the schedule to
this letter has been effectively waived in a manner substantially
similar to the terms of this letter. The effectiveness of the waiver
contained in this letter is conditional upon the accuracy of the
factual matters described herein.
5. The Facilities Documents and each of the other Finance Documents
referred to therein, except to the extent of the waiver specifically
provided above, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this letter and your acceptances thereof
shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the
Facilities Documents or any of the other Finance Documents, nor
constitute a waiver of any provision of any of the Facilities
Documents or any of the other Finance Documents.
6. If you agree to the terms and provisions of this letter, please
evidence such agreement by executing and returning a counterpart of
this letter by facsimile, followed by the original via overnight
courier to Harvey Chalmers, Simmons & Simmons, 21 Wilson Street,
London, EC2M 2TX, facsimile no. 00 44 207 628 2070.
7. This letter and its acceptance and consent may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of
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[SOCIETE GENERALE LOGO]
which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this letter
by telecopier shall be effective as delivery of a manually executed
counterpart of this letter.
8. This letter shall be governed by, and construed in accordance with,
the laws of England and the provisions of Clauses 34 and 35 of the
Term Facility shall be deemed to be incorporated by reference into
this letter.
yours faithfully,
SOCIETE GENERALE as Agent
and for and on behalf of
TERM FACILITY
-------------
Societe Generale
Commerzbank AG
Citibank N.A.
Scotiabank Europe PLC
By: [SIGNATURE ILLEGIBLE]
REVOLVER
--------
Societe Generale
Commerzbank AG
Citibank N.A.
Scotiabank Europe PLC
Bank Boston
KBC Bank Nederland N.V.
By: [SIGNATURE ILLEGIBLE]
SWISS LINE OF CREDIT
--------------------
Societe Generale, Geneva Branch
By: [SIGNATURE ILLEGIBLE]
SPANISH LINE OF CREDIT
----------------------
Societe Generale, Madrid Branch
By: [SIGNATURE ILLEGIBLE]
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[SOCIETE GENERALE LOGO]
SCHEDULE
1. Amended and Restated Credit Agreement, dated as of November 17, 1999
among Warnaco Inc., The Warnaco Group, Inc., the Lenders named therein,
The Bank of Nova Scotia and Salomon Smith Barney, Inc., as Co-Lead
Arrangers and Co-Book Managers, Citibank, N.A., as Syndication Agent,
Commerzbank A.G., New York branch, as Documentation Agent, and The Bank
of Nova Scotia, as Administrative Agent, Competitive Bid Agent, Swing
Line Bank and Issuing Bank.
2. Five-Year Credit Agreement, dated as of November 17, 1999 among Warnaco
Inc., The Warnaco Group, Inc., the Lenders named therein, The Bank of
Nova Scotia and Salomon Smith Barney, Inc., as Co-Lead Arrangers and
Co-Book Managers, Citibank, N.A., as Syndication Agent, Societe
Generale and Commerzbank A.G., as Documentation Agents, Bank of America,
N.A. and the Dai-Ichi Kangyo Bank, as Co-Agents and The Bank of Nova
Scotia, as Administrative Agent, Competitive Bid Agent and Swing Line
Bank.
3. 364-Day Credit Agreement, dated as of November 17, 1999 among Warnaco
Inc., The Warnaco Group, Inc., the Lenders named therein, The Bank of
Nova Scotia and Salomon Smith Barney, Inc., as Co-Lead Arrangers and
Co-Book Managers, Citibank, N.A., as Syndication Agent, Morgan Guaranty
Trust Company of New York, as Documentation Agent and The Bank of New
York, as Administrative Agent.
4. Sixth Amended and Restated Credit Agreement, dated as of November 17,
1999 among Warnaco Inc., The Warnaco Group, Inc., the Lenders named
therein, certain subsidiaries of The Warnaco Group, Inc., Societe
Generale, as Documentation Agent, Citibank, N.A. as Syndication Agent
and The Bank of Nova Scotia, as Administrative Agent.
5. Amended and Restated Credit Agreement dated as of September 24, 1996,
between Warnaco of Canada Limited and The Bank of Nova Scotia, as
amended.
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[SOCIETE GENERALE LOGO]
ACCEPTANCE AND CONSENT
We refer to and thank you for your letter of June 30, 2000, of which
the foregoing is a copy, and accept and agree to be bound by its
terms. In addition each undersigned party which is a Guarantor hereby
consents to the terms of such letter and hereby confirms and agrees
that, notwithstanding the effectiveness of such letter, the Group
Guarantor is, and shall continue to be,in full force and effect and is
hereby ratified and confirmed in all respects.
THE BORROWERS:
Warnaco Inc.
Euralis S.A.S.
Lenitex Warnaco Handelsgesellschaft M. B. H.
Eratex-Warnaco Lac Two GmbH & Co. KG
Warner's Aigion S.A.
Warnaco B.V.
Warner's (United Kingdom) Limited
Lejaby S.A.S.
Calvin Klein France S.A.
Warnaco France S.A.R.L.
Penhaligon's Limited
Warnaco Netherlands B.V.
Warnaco Holland B.V.
PMJ S.A.
By: [Signature Illegible]
Lintex-Warnaco S.A.
By: [Signature Illegible]
Warnaco Intimo S.A.
By: [Signature Illegible]
THE GUARANTORS
The Warnaco Group, Inc.
Warnaco Inc.
Warnaco International Inc.
184 Benton Street Inc.
Warmana Limited
Warnaco Men's Sportswear Inc.
C.F. Hathaway Company
Warnaco Sourcing Inc.
Warner's de Costa Rica Inc.
Blanche Inc.
Warnaco International L.L.C.
Myrtle Avenue Inc.
Gregory Street Inc.
ML Inc.
Designer Holdings, Ltd.
Rio Sportswear Inc.
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[SOCIETE GENERALE LOGO]
AEI Management Corporation
Jeanswear Holdings Inc.
Calvin Klein Jeanswear Company
Kaijay Acquisition Company
New Bedford Shippers Corp.
CKJ Sourcing, Inc.
CKJ Holdings, Inc.
Abbeville Acquisition Company
Broadway Jeanswear Company
Broadway Jeanswear Holdings, Inc.
Broadway Jeanswear Sourcing, Inc.
Outlet Holdings, Inc.
Outlet Stores, Inc.
A.B.S. Clothing Collection, Inc.
By: [Signature Illegible]
