EXHIBIT 99.5
LETTER WAIVER
Dated as of September 29, 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 June 19, 2000 through October 6, 2000 (the "Waiver
Termination Date"), the requirements of Section 5.03 of the Credit
Agreement for the Fiscal Quarters ending on July 1, 2000 and September 30,
2000.
We understand and agree that nothing in this Letter Waiver
shall constitute a commitment by any Lender to participate in, provide,
amend, modify, restate, extend or arrange any other financing in connection
herewith.
This Letter Waiver and the agreements contained herein shall
become effective as of the date first above written when, and only when, on
or before September 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 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 (i) one
counterpart of this waiver by fax to Michael Baker, Shearman & Sterling
(telephone 212-848-4855, fax 212-848-7179) NO LATER THAN NOON ON FRIDAY
SEPTEMBER 29, 2000 and (ii) two original counterparts of this Letter Waiver
to Michael Baker, 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 /s/ Stanley P. Silverstein
___________________________
Title:
THE WARNACO GROUP, INC.
By /s/ Stanley P. Silverstein
___________________________
Title:
Agreed as of the date first above written:
CITIBANK, N.A.
__________________________________________
[Please type or print name of institution]
By /s/ Marc Merlino
________________________________________
Title: Marc Merlino - Vice President
Agreed as of the date first above written:
The Bank of Nova Scotia
__________________________________________
[Please type or print name of institution]
By /s/ John Hopmans
________________________________________
Title: John Hopmans
Managing Director
Agreed as of the date first above written:
Morgan Guaranty Trust Company of New York
__________________________________________
[Please type or print name of institution]
By /s/ Kimberly L. Turner
________________________________________
Title: Vice President
Agreed as of the date first above written:
Societe Generale
__________________________________________
[Please type or print name of institution]
By /s/ Jay Sands
________________________________________
Title: Jay Sands
Managing Director
Agreed as of the date first above written:
The Dai-Ichi Kangyo Bank, Ltd.
__________________________________________
[Please type or print name of institution]
By /s/ Andreas Panteli
________________________________________
Title: Senior Vice President
Agreed as of the date first above written:
Fleet National Bank
__________________________________________
[Please type or print name of institution]
By /s/
________________________________________
Title: Director
Agreed as of the date first above written:
The Bank of New York
__________________________________________
[Please type or print name of institution]
By /s/ Eliza Adams
________________________________________
Title: Vice President
Agreed as of the date first above written:
__________________________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ Peggy Erlenkotter
________________________________________
Title: Duly Authorized Signatory
Agreed as of the date first above written:
__________________________________________
First Union National Bank
By /s/ Alkesh Nanavaty
________________________________________
Alkesh Nanavaty, Vice President
Agreed as of the date first above written:
The Industrial Bank of Japan, Limited
__________________________________________
[Please type or print name of institution]
By /s/ J. Kenneth Biegen
________________________________________
Title: J. Kenneth Biegen
Senior Vice President
Agreed as of the date first above written:
Wachovia Bank, N.A.
__________________________________________
[Please type or print name of institution]
By /s/ M. Eugene Wood
________________________________________
Title: Senior Vice President
Agreed as of the date first above written:
Merita Bank Plc
__________________________________________
[Please type or print name of institution]
By /s/ Garry Weiss
________________________________________
Title: Vice President
By /s/ Karl Forsman
______________________________________
Vice President
Agreed as of the date first above written:
Union Bank of California, N.A.
__________________________________________
[Please type or print name of institution]
By /s/ Albert W. Kelley
________________________________________
Title: Albert W. Kelley
Vice President
Agreed as of the date first above written:
Sanwa Bank Limited
__________________________________________
[Please type or print name of institution]
By /s/ Stephen Small
________________________________________
Title: Senior Vice President and
Area Manager
Agreed as of the date first above written:
Bank of Tokyo-Mitsubishi Trust Company
__________________________________________
[Please type or print name of institution]
By /s/ Naomi Safre
_____________________________________
Title: Vice President
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.
9. Line of Credit Agreement, dated as of October 31, 1996, between
Warnaco Intimo and Societe Generale, as amended.
10. Letter of Credit Agreement, dated as of July 21, 2000, between The
Warnaco Group, Inc., Warnaco Inc., certain of its subsidiaries and The
Bank of Nova Scotia, as amended.
CONSENT
Dated as of September 29, 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 /s/ Carl J. Deddens
____________________________
Title:
WARNACO INTERNATIONAL INC.
By /s/ Stanley P. Silverstein
____________________________
Title:
CALVIN KLEIN JEANSWEAR COMPANY
By /s/ Stanley P. Silverstein
____________________________
Title:
CKJ HOLDINGS INC.
By /s/ Stanley P. Silverstein
____________________________
Title:
DESIGNER HOLDINGS LTD.
By /s/ Stanley P. Silverstein
____________________________
Title:
JEANSWEAR HOLDINGS INC.
By /s/ Stanley P. Silverstein
____________________________
Title:
MYRTLE AVENUE INC.
By /s/ Stanley P. Silverstein
____________________________
Title:
OUTLET STORES INC.
By /s/ Stanley P. Silverstein
____________________________
Title:
WARNACO U.S. INC.
By /s/ Stanley P. Silverstein
____________________________
Title:
