EXHIBIT 99.1
SOCIETE GENERALE
Tour Societe Generale 17 Cours Valmy 92987 Paris la Defense
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
29 September 2000
Dear Sirs
EUROPEAN FACILITIES
Further to our letter of 26 July 2000, we again refer to:
(A) the Credit Agreement dated 9 July 1996 (as amended) between the
banks and financials 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 Quarters (as defined in the U.S. Credit
Agreement) ending on 1 July and 30 September 2000 during the
period beginning on 19 June 2000 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, subject to paragraphs 3 and 5
below to waive, solely for the period commencing on 19 June 2000
until 6 October 2000 (such latter 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. You acknowledge by your acceptance of the terms of this letter
that nothing herein shall constitute a commitment by any Lender
further or otherwise to amend, modify, restate, or extend any of
the Facility Documents or any of the Facilities evidenced thereby
or to participate in, provide or arrange any other financing in
connection herewith.
6. 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.
7. 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.
8. 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 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.
9. 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:
REVOLVER
Societe Generale
Commerzbank AG
Citibank N.A
Scotiabank Europe PLC
Fleet Boston
KBC Bank Nederland N.V.
By:
SWISS LINE OF CREDIT
Societe Generale, Geneva Branch
By:
SPANISH LINE OF CREDIT
Societe Generale, Madrid Branch
By:
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 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.Amended and Restated Credit Agreement, dated as of September 24, 1996,
between Warnaco of Canada Limited and The Bank of Nova Scotia, as amended.
ACCEPTANCE AND CONSENT
We refer to and thank you for your letter of 29 September 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 Guarantee 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 Aiglon 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:
Lintex-Warnaco S.A.
By:
Warnaco Intimo S.A.
By:
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.
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:
