EXECUTION COPY
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇, dated as of August 1, 2004 (this
"Amendment"), to the Credit Agreement, dated as of February 4, 2003 (as amended
by that certain Amendment No. 1, Consent and Waiver dated as of November 12,
2003 and as otherwise amended, supplemented or modified to the date hereof, the
"Credit Agreement"), among WARNACO INC., a Delaware corporation (the
"Borrower"), THE WARNACO GROUP, INC. ("Group"), the financial institutions from
time to time party thereto as lenders (the "Lenders"), the financial
institutions from time to time party thereto as issuers (the "Issuers"),
CITICORP NORTH AMERICA, INC. ("CNAI"), as administrative agent and collateral
agent for the Lenders and the Issuers (in such capacity, the "Administrative
Agent"), JPMORGAN CHASE BANK, as syndication agent for the Lenders and the
Issuers and BANK OF AMERICA, NA, THE CIT GROUP/COMMERCIAL SERVICES, INC., and
CONGRESS FINANCIAL CORPORATION (CENTRAL), each as a co-documentation agent for
the Lenders and Issuers. Capitalized terms used herein but not defined herein
are used as defined in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, Group, the Lenders, the Issuers and the
Administrative Agent are party to the Credit Agreement and the undersigned
Lenders constitute the Requisite Lenders;
WHEREAS, the Borrower has requested that the Administrative
Agent and the Lenders agree to reduce the Commitments of the Lenders ratably by
$100,000,000 to $175,000,000 and to concurrently increase the amount of Facility
Increase available under Section 2.18 of the Credit Agreement from $50,000,000
to $150,000,000;
WHEREAS, the Borrower has also requested that the
Administrative Agent and the Lenders constituting the Requisite Lenders agree to
amend the Credit Agreement (i) to increase the amount of permitted other
Indebtedness and permitted other Liens to $10,000,000, in each case; (ii) to
increase certain permitted Investments by a Loan Party in Warnaco Entities that
are not Loan Parties to $10,000,000, subject to the receipt by the
Administrative Agent, for the benefit of the Secured Parties, of a perfected
pledge of 100% of the Stock (or, in the case of a Foreign Subsidiary, no more
than 65% of the Voting Stock) of any such Warnaco Entity; (iii) to permit the
Borrower to make investments in investment grade debt securities; (iv) to permit
the Borrower to pay dividends and repurchase debt and equity, up to an aggregate
amount of $50,000,000 if, after giving effect to such payment, Cash on Hand is
greater than or equal to $50,000,000; and (v) to permit an Asset Sale for 50%
cash and 50% notes receivable in certain circumstances (which notes shall be in
form and substance reasonably satisfactory to the Administrative Agent and
pledged to the Administrative Agent, for the benefit of the Lenders); and
WHEREAS, pursuant to Section 11.1 (Amendments, Waiver, Etc.)
of the Credit Agreement, the consent of the Requisite Lenders is required to
amend the provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the
covenants and obligations contained herein the parties hereto agree as follows:
SECTION 1. REDUCTION OF COMMITMENTS; INCREASE IN AMOUNT OF
FACILITY INCREASE
Effective as of the Amendment Effective Date the Commitments
shall be reduced to $175,000,000 ratably with respect to each Lender.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT
The Credit Agreement is, effective as of the Amendment
Effective Date and subject to the satisfaction (or due waiver) of the conditions
set forth in Section 3 (Conditions Precedent to the Effectiveness of this
Amendment) hereof, hereby amended as follows:
(a) INSERTION OF THE DEFINITION OF "INVESTMENT GRADE DEBT
SECURITIES" IN ARTICLE I (DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS). The
following definition of "Investment Grade Debt Securities" shall be inserted in
the correct alphabetical order as follows:
"Investment Grade Debt Securities" means any bond, debenture,
note or other evidence of indebtedness which is rated at least
BBB- by Standard & Poor's Rating Services and Baa3 by ▇▇▇▇▇'▇
Investors Services, Inc.
(b) AMENDMENTS TO SECTION 2.18 (FACILITY INCREASE). Section
2.18(a) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
(a) The Borrower may (no more frequently than three times (in
minimum increments of $50,000,000) during the term of the
Facility) request the Lenders or other Eligible Assignees to
provide additional Commitments up to an aggregate amount not
in excess of $150,000,000 (a "Facility Increase"); provided,
however, that (i) the Borrower shall have given the
Administrative Agent at least 60 days notice of its intention
to effect the Facility Increase and the desired amount of such
Facility Increase, (ii) the conditions precedent to a
Borrowing set forth in Section 3.2 are satisfied as of the
Facility Increase Effective Date (as defined below), (iii) an
opinion of counsel to the Loan Parties in form and substance
and from counsel satisfactory to the Administrative Agent and
addressed to the Administrative Agent, the Issuers and the
Lenders dated the Facility Increase Effective Date and
addressing such matters as the Administrative Agent may
reasonably request shall be delivered to the Administrative
Agent and (iv) the Borrower shall have paid to the Agents a
fee to be determined (but in any event reasonably acceptable
to Group) and to the Lenders providing the Facility Increase
fees required in order to clear the market in an amount to be
determined.
(c) AMENDMENTS TO SECTION 8.1 (INDEBTEDNESS).
(i) Section 8.1(n) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(n) other Indebtedness the aggregate Dollar Equivalent of the
principal amount of which shall not exceed $10,000,000 at any
time.
(d) AMENDMENTS TO SECTION 8.2 (LIENS, ETC.). Section 8.2(l) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
(l) other Liens not otherwise permitted under this Section
8.2, securing obligations in an amount not to exceed
$10,000,000 in an aggregate amount outstanding at any time.
(e) AMENDMENTS TO SECTION 8.3 (INVESTMENTS).
(i) Section 8.3(a) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(a) Investments (i) by any Warnaco Entity in any Warnaco
Entity in an amount not exceeding the amount outstanding on
the date hereof and as set forth on Schedule 8.3,
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and (ii) additional Investments by (A) any Warnaco Entity in a
Loan Party, (B) any Warnaco Entity that is not a Loan Party in
any other Warnaco Entity, and (C) any Loan Party in a Warnaco
Entity that is not a Loan Party (1) to the extent required by
applicable law to fulfill statutory capital requirements in a
maximum aggregate amount up to $10,000,000, and (2) solely for
the purposes of funding (x) the operations of such Foreign
Subsidiary (including Standby Letters of Credit Issued for the
benefit of such Foreign Subsidiaries), not to exceed in the
aggregate $25,000,000 at any time outstanding under this
subclause (a)(ii)(C)(2)(x), (y) up to $15,000,000 of
investments in Lejaby SAS to fund costs associated with the
reorganization of its European operations and (z) operating
expenses of Foreign Subsidiaries in Hong Kong, Central America
and Mexico and (3) to the extent necessary for such entity to
pay taxes that are due and payable; provided, that in each
case (other than investments made as capital contributions
pursuant to subclause (ii)(C)(1)) such Investment shall be
evidenced by a promissory note in form and substance
satisfactory to the Administrative Agent, the Administrative
Agent shall have a perfected security interest in such
promissory note and no Event of Default shall have occurred
and be continuing at the time such Investment is made or would
result therefrom; provided, further, that in the case of
investments made as capital contributions pursuant to
subclause (ii)(C)(1) such Investment shall be permitted only
to the extent that substantially concurrently with such
Investment the Borrower shall have complied with the
requirements of Section 7.11(b) (Additional Personal Property
Collateral and Guaranties);
(ii) Section 8.3(b) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(b) Investments in (i) cash and Cash Equivalents; provided
that such cash and Cash Equivalents held by a Loan Party are
held in a Blocked Account, a Restricted Account, a Control
Account, or otherwise in compliance with Section 4.7 of the
Pledge and Security Agreement, and (ii) Investment Grade Debt
Securities; provided that Investment Grade Debt Securities
held by a Loan Party are held in a Securities Account, or
otherwise in compliance with Section 4.4 of the Pledge and
Security Agreement;
(iii) Section 8.3(d) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(d) Investments in payment intangibles, chattel paper (each as
defined in the UCC) and Accounts, notes receivable (including
but not limited to those notes receivable held by the Borrower
or its Subsidiaries pursuant to clause (b) of Section 8.4) and
similar items arising or acquired in the ordinary course of
business consistent with the past practice of the Borrower and
its Subsidiaries;
(f) AMENDMENTS TO SECTION 8.4 (SALE OF ASSETS). Section 8.4(b)
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
(b) the sale of any asset or assets by a Warnaco Entity as
long as (i) the purchase price paid to such Warnaco Entity for
such asset shall be no less than the Fair Market Value of such
asset at the time of such sale, (ii) not less than 100% of the
purchase price for such asset shall be paid in cash (provided
that (A) in the case of an Asset Sale consummated when no Loan
or Loans or unreimbursed amounts in respect of drawn Letters
of Credit are outstanding, 50% of the purchase price for such
asset may be paid in cash and the remaining amount paid in
notes receivable (which notes receivable shall be in form and
substance reasonably satisfactory to the Administrative Agent
and, if held by a Loan Party, pledged to the Administrative
Agent, for the benefit of the Lenders), and
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(B) in the case of an Asset Sale of all or substantially all
the assets described on Schedule 8.4 (Permitted Asset Sales),
the portion of the purchase price paid in cash shall be the
greater of (x) 75% and (y) the value of the Borrowing Base
relating to such assets plus any current liabilities relating
to such assets which are not assumed by the purchaser thereof)
to such Warnaco Entity, (iii) neither the seller of such
assets nor any of its Affiliates shall have any subsequent
payment obligations in respect of such sale, other than
customary and standard indemnity obligations and as set forth
in subclause (ii) above, (iv) no Default or Event of Default
has occurred and is continuing at the time of such sale or
would result from such sale, and (v) the aggregate purchase
price paid to all Warnaco Entities for all assets sold
pursuant to this clause (b) shall not exceed $20,000,000 in
the aggregate;
(g) AMENDMENTS TO SECTION 8.5 (RESTRICTED PAYMENTS). Section
8.5 (Restricted Payments) of the Credit Agreement is hereby amended by (i)
deleting "and" at the end of clause (b), (ii) inserting "and" at the end of
subclause (c)(iii) and (iii) inserting a new clause (d) immediately after
subclause (c)(iii) thereof to read in its entirety as follows:
(d) Restricted Payments by any Warnaco Entity up to an
aggregate amount, together with any payment made under Section
8.6(b)(vi), of $50,000,000, if after giving effect to such
Restricted Payment, Cash on Hand is at least equal to
$50,000,000;
(h) AMENDMENTS TO SECTION 8.6 (PREPAYMENT AND CANCELLATION OF
INDEBTEDNESS). Section 8.6(b) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(b) Neither Group nor the Borrower shall, nor shall they
permit any of their respective Subsidiaries to, prepay,
redeem, purchase, defease or otherwise satisfy prior to the
scheduled maturity thereof in any manner, or make any payment
in violation of any subordination terms of, any Indebtedness;
provided, however, that any Warnaco Entity may: (i) prepay the
Obligations in accordance with the terms of this Agreement,
(ii) make regularly scheduled or otherwise required repayments
or redemptions of Indebtedness (other than the Second Lien
Notes in respect of which payments may only be made subject to
clause (c) and clause (d) below), (iii) prepay any
intercompany Indebtedness payable to the Borrower or any of
its Subsidiaries by the Borrower or any of its Subsidiaries,
(iv) beginning on June 30, 2004 repurchase the Take-Out
Securities in the open market using then available Cash On
Hand in an aggregate amount not to exceed $10,000,000, (v)
renew, extend, refinance and refund Indebtedness, as long as
such renewal, extension, refinancing or refunding is permitted
under Section 8.1(g) and (vi) prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity
thereof any Indebtedness of any Warnaco Entity up to an
aggregate amount, together with any payment made under Section
8.5(d) (but not including any payments on Indebtedness
permitted in clauses (i) through (v) above), of $50,000,000,
if after giving effect to such payment, Cash on Hand is at
least equal to $50,000,000.
SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AMENDMENT
This Amendment shall become effective as of the date first
written above when, and only when, each of the following conditions precedent
shall have been satisfied (the "Amendment Effective Date") or duly waived by the
Administrative Agent:
(a) CERTAIN DOCUMENTS
The Administrative Agent shall have received each of the
following, each dated the Amendment Effective Date (unless otherwise agreed by
the Administrative Agent), in form and substance satisfactory to the
Administrative Agent and in sufficient copies for each Lender:
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(i) this Amendment, duly executed by the Borrower, Group, the
Administrative Agent and Lenders constituting Requisite Lenders;
(ii) the Consent, Agreement and Affirmation of Guaranty in
form attached hereto as Exhibit A, duly executed by each of the Subsidiary
Guarantors; and
(iii) such additional documentation as the Administrative
Agent may reasonably require.
(b) REPRESENTATIONS AND WARRANTIES
Each of the representations and warranties contained in
Article IV (Representations and Warranties) of the Credit Agreement, the other
Loan Documents or in any certificate, document or financial or other statement
furnished at any time under or in connection therewith are true and correct in
all material respects on and as of the date hereof and the Amendment Effective
Date, in each case as if made on and as of such date and except to the extent
that such representations and warranties specifically relate to a specific date,
in which case such representations and warranties shall be true and correct in
all material respects as of such specific date; provided, however, that
references therein to the "Credit Agreement" shall be deemed to refer to the
Credit Agreement as amended by this Amendment and after giving effect to the
amendments set forth herein.
(c) NO DEFAULT OR EVENT OF DEFAULT
After giving effect to this Amendment, no Default or Event of
Default (except for those that may have been duly waived) shall have occurred
and be continuing, either on the date hereof or on the Amendment Effective Date.
(d) FEES AND EXPENSES PAID
The Borrower shall have paid all Obligations due, after giving
effect to this Amendment, on or before the later of the date hereof and the
Amendment Effective Date and all costs and expenses of the Administrative Agent
in connection with the preparation, reproduction, execution and delivery of this
Amendment and all other Loan Documents entered into in connection herewith
(including, without limitation, the reasonable fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto and all other Loan
Documents) and all other costs, expenses and fees due under any Loan Document.
SECTION 4. REPRESENTATIONS AND WARRANTIES
On and as of the date hereof and as of the Amendment Effective
Date, after giving effect to this Amendment, the Borrower hereby represents and
warrants to the Administrative Agent and each Lender as follows:
(a) this Amendment has been duly authorized, executed and
delivered by the Borrower and Group and constitutes a legal, valid and binding
obligation of the Borrower and Group, enforceable against the Borrower and Group
in accordance with its terms and the Credit Agreement as amended by this
Amendment and constitutes the legal, valid and binding obligation of the
Borrower and Group, enforceable against the Borrower and Group in accordance
with its terms;
(b) each of the representations and warranties contained in
Article IV (Representations and Warranties) of the Credit Agreement, the other
Loan Documents or in any certificate, document or financial or other statement
furnished at any time under or in connection therewith are true and correct in
all material respects on and as of the date hereof and the Amendment Effective
Date, in each case as if made on and as of such date and except to the extent
that such
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representations and warranties specifically relate to a specific date, in which
case such representations and warranties shall be true and correct in all
material respects as of such specific date; provided, however, that references
therein to the "Credit Agreement" shall be deemed to refer to the Credit
Agreement as amended hereby and after giving effect to the amendments set forth
herein;
(c) no Default or Event of Default has occurred and is
continuing (except for those that are duly waived); and
(d) no litigation has been commenced against any Loan Party or
any of its Subsidiaries seeking to restraint or enjoin (whether temporarily,
preliminarily or permanently) the performance of any action by any Loan Party
required or contemplated by this Amendment, the Credit Agreement or any Loan
Document, in each case as amended hereby (if applicable).
SECTION 5. REFERENCE TO THE EFFECT ON THE LOAN DOCUMENTS
(a) As of the Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words
of like import, and each reference in the other Loan Documents to the Credit
Agreement (including, without limitation, by means of words like "thereunder,"
"thereof" and words of like import), shall mean and be a reference to the Credit
Agreement as amended hereby, and this Amendment and the Credit Agreement shall
be read together and construed as a single instrument. Each of the table of
contents and lists of Exhibits and Schedules of the Credit Agreement shall be
amended to reflect the changes made in this Amendment as of the Amendment
Effective Date.
(b) Except as expressly amended hereby or specifically waived
above, all of the terms and provisions of the Credit Agreement and all other
Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Lenders, Issuers, Arranger or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver or
amendment of any other provision of any of the Loan Documents or for any purpose
except as expressly set forth herein.
(d) This Amendment is a Loan Document.
SECTION 6. EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts
and by different parties 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. Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all
signature pages are attached to the same document. Delivery of an executed
counterpart by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 7. GOVERNING LAW
This Amendment shall be governed by and construed in
accordance with the law of the State of New York.
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SECTION 8. SECTION TITLES
The section titles contained in this Amendment are and shall
be without substantive meaning or content of any kind whatsoever and are not a
part of the agreement between the parties hereto, except when used to reference
a section.
SECTION 9. NOTICES
All communications and notices hereunder shall be given as
provided in the Credit Agreement or, as the case may be, the Guaranty.
SECTION 10. SEVERABILITY
The fact that any term or provision of this Amendment is held
invalid, illegal or unenforceable as to any person in any situation in any
jurisdiction shall not affect the validity, enforceability or legality of the
remaining terms or provisions hereof or the validity, enforceability or legality
of such offending term or provision in any other situation or jurisdiction or as
applied to any person
SECTION 11. SUCCESSORS
The terms of this Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
SECTION 12. WAIVER OF JURY TRIAL
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN
ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN
DOCUMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
WARNACO INC.,
as Borrower
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, General Counsel
and Secretary
THE WARNACO GROUP, INC.,
as Group
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, General Counsel
and Secretary
CITICORP NORTH AMERICA INC.,
as Administrative Agent and a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK,
as Syndication Agent and a Lender
By: /s/ Illegible
---------------------
Name: Illegible
Title: Vice President
BANK OF AMERICA, NA,
as a Co-Documentation Agent, an Issuer and a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
THE CIT GROUP/COMMERCIAL SERVICES, INC.,
as a Co-Documentation Agent and a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CONGRESS FINANCIAL CORPORATION (CENTRAL)
as a Co-Documentation Agent and a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: First Vice President
THE BANK OF NOVA SCOTIA,
as an Issuer and a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
AMSOUTH BANK,
as a Lender
By:
-------------------
Name:
Title:
FLEET RETAIL FINANCE INC.,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇ FARGO FOOTHILL (formerly, Foothill Capital
Corporation),
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
GMAC COMMERCIAL FINANCE LLC,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, A DIVISION OF ▇▇▇▇▇▇▇
▇▇▇▇▇ BUSINESS FINANCIAL SERVICES INC.,
as a Lender
By:
------------------------------
Name:
Title:
NATIONAL CITY BUSINESS CREDIT, INC.,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
LASALLE BUSINESS CREDIT, LLC,
as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
ORIX FINANCIAL SERVICES, INC.,
as a Lender
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Representative
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:
-------------------------
Name:
Title:
SIEMENS FINANCIAL SERVICES, INC.,
as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President - Credit
WHITEHALL BUSINESS CREDIT CORPORATION,
as a Lender
By:
--------------------------
Name:
Title:
UPS CAPITAL CORPORATION,
as a Lender
By:
--------------------------
Name:
Title:
EXHIBIT A
CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY
Each of the undersigned Guarantors hereby consents to the
terms of the foregoing Amendment No. 2 in its capacity as a Guarantor under the
Credit Agreement and agrees that the terms thereof shall not affect in any way
its obligations and liabilities under the Loan Documents (as amended and
otherwise expressly modified thereby), all of which obligations and liabilities
shall remain in full force and effect and each of which is hereby reaffirmed (as
amended and otherwise expressly modified thereby).
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, INC.
A.B.S. CLOTHING COLLECTION, INC.
ABBEVILLE MANUFACTURING COMPANY
WARNACO SWIMWEAR INC.
AUTHENTIC FITNESS ON-LINE, INC.
WARNACO SWIMWEAR PRODUCTS, INC.
AUTHENTIC FITNESS RETAIL INC.
▇▇▇▇▇▇ ▇▇▇▇▇ JEANSWEAR COMPANY
CCC ACQUISITION CORP.
▇.▇. ▇▇▇▇▇▇▇▇ COMPANY
CKJ HOLDINGS, INC.
DESIGNER HOLDINGS LTD.
▇▇▇▇▇▇▇ STREET, INC.
JEANSWEAR HOLDINGS, INC.
KAI JAY MANUFACTURING COMPANY
MYRTLE AVENUE, INC.
OUTLET HOLDINGS, INC.
OUTLET STORES, INC.
RIO SPORTSWEAR, INC.
UBERTECH PRODUCTS, INC.
WARNACO MEN'S SPORTSWEAR, INC.
WARNACO PUERTO RICO, INC.
WARNACO SOURCING INC.
WARNACO U.S. INC.
WARNER'S DE COSTA RICA INC.,
as Guarantors
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
PENHALIGON'S BY REQUEST, INC.,
as Guarantor
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
THE WARNACO GROUP, INC.,
as Guarantor
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
WARNACO INTERNATIONAL, LLC,
as Guarantor
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
