[CONFORMED COPY]
SECOND AMENDMENT TO
CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of
November 5, 1993 (this "Amendatory Agreement"), among WARNACO
INC. (the "Borrower"), the various financial institutions
signatories hereto (the "Lenders") and THE BANK OF NOVA SCOTIA,
as agent (the "Agent") for the Lenders,
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are parties
to a Credit Agreement, dated as of July 16, 1993 (as amended or
otherwise modified to the date hereof, the "Existing Credit
Agreement");
WHEREAS, the Borrower has requested that the Lenders amend
the Existing Credit Agreement in certain respects; and
WHEREAS, the Lenders have agreed, subject to the terms and
conditions hereinafter set forth, to amend the Existing Credit
Agreement in certain respects as provided below (the Existing
Credit Agreement, as so amended by this Amendatory Agreement,
being referred to as the "Credit Agreement");
NOW, THEREFORE, in consideration of the agreements herein
contained, the parties hereto agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. The following terms
(whether or not underscored) when used in this Amendatory
Agreement shall have the following meanings (such meanings to be
equally applicable to the singular and plural form thereof):
"Agent" is defined in the preamble.
"Amendatory Agreement" is defined in the preamble.
"Amendment No. 2" is defined in Subpart 3.1.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the third recital.
"Existing Credit Agreement" is defined in the first recital.
"Lenders" is defined in the preamble.
"Second Amendment Effective Date" is defined in Subpart 3.1.
SUBPART 1.2. Other Definitions. Terms for which meanings
are provided in the Existing Credit Agreement are, unless
otherwise defined herein or the context otherwise requires, used
in this Amendatory Agreement with such meanings.
PART II
AMENDMENTS TO THE
EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Second
Amendment Effective Date, the Existing Credit Agreement is hereby
amended in accordance with Subparts 2.1 through 2.4; except as so
amended, the Existing Credit Agreement shall continue in full
force and effect.
SUBPART 2.1. Amendments to Article I. Article I of the
Existing Credit Agreement is hereby amended in accordance with
Subparts 2.1.1 through 2.1.2.
SUBPART 2.1.1. Section 1.1 of the Existing Credit Agreement
is hereby amended by inserting the following definitions in such
Section in the appropriate alphabetical sequence:
"Amendment No. 2" means the Second Amendment, dated as
of November 5, 1993, to this Agreement among the Borrower,
the Lenders and the Agent.
"Second Amendment Effective Date" is defined in Subpart
3.1 of Amendment No. 2.
SUBPART 2.1.2. Section 1.1 of the Existing Credit Agreement
is hereby further amended as follows:
(a) the definition of "Interest Period" is hereby
amended by deleting "or two months thereafter" appearing in
the sixth line of such definition, and inserting the words
", two or three months thereafter" in place thereof; and
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(b) the definition of "Stated Maturity Date" is hereby
amended by deleting the number "60" appearing in the second
line of such definition and inserting the number "90" in
place thereof.
SUBPART 2.2 Amendment to Article II. Article II of the
Existing Credit Agreement is hereby amended in accordance with
Subpart 2.2.1
SUBPART 2.2.1 Section 2.3 of the Existing Credit Agreement
is hereby amended by
(a) deleting the words "two month Interest Period" in
the ninth line of clause (a) of such Section, and inserting
the words "three month Interest Period" in place thereof;
and
(b) deleting the words "two month Interest Period" in
the eighth and ninth lines of clause (b) of such Section,
and inserting the words "three month Interest Period" in
place thereof.
SUBPART 2.3 Amendment to Article III. Article III of the
Existing Credit Agreement is hereby amended in accordance with
Subpart 2.3.1.
SUBPART 2.3.1 The first sentence of Section 3.1 of the
Existing Credit Agreement is hereby amended in its entirety to
read as follows:
"The Borrower shall repay in full the entire unpaid
principal amount of each Loan upon the earlier of (i) a date
which is, (A) in the case of any Loans outstanding prior to
the Second Amendment Effective Date, on the date such Loan
was due and payable pursuant to the terms of the Credit
Agreement as in effect immediately prior to the Second
Amendment Effective Date, and (B) in the case of Loans made
on or subsequent to the Second Amendment Effective Date, at
the election of the Borrower, no later than 90 days
following the date of the making of such Loan (or, if
different, on the last day of the Interest Period for such
Loan), and (ii) the Stated Maturity Date therefor."
SUBPART 2.4 Consent to Making Loans. Notwithstanding any
provisions to the contrary contained in the Existing Credit
Agreement (including (i) the fifth recital, (ii) the language
contained in the parenthetical of clause (a) of Section 2.1.3,
and (iii) the third sentence of clause (a) of Section 2.3, in
each case of the Existing Credit Agreement) by its signature
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below each of the undersigned hereby acknowledges and consents to
the making of Loans by the RL Lenders in a principal amount not
to exceed $6,500,000 to repay Indebtedness owing by the Borrower
to ASCO International Sourcing Limited or its Subsidiaries or
affiliates (as opposed to the application of such Loans to the
refunding of a Disbursement).
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Second Amendment Effective Date. This
Amendatory Agreement (and the amendments and modifications
contained herein) shall become effective, and shall thereafter be
referred to as "Amendment No. 2", on the date (the "Second
Amendment 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 Agent shall
have received counterparts of this Amendatory Agreement, duly
executed and delivered on behalf of the Borrower and the Required
Lenders.
SUBPART 3.1.2. Acknowledgement. The Agent shall have
received a copy of the Acknowledgement, substantially in the form
of Annex I hereto, duly executed and delivered by the Collateral
Agent.
SUBPART 3.1.3 Legal Details, etc. All documents executed
or submitted pursuant hereto shall be satisfactory in form and
substance to the Agent and its counsel. The Agent and its
counsel shall have received all information and such counterpart
originals or such certified or other copies or such materials, as
the Agent or its counsel may reasonably request, and all legal
matters incident to the transactions contemplated by this
Amendatory Agreement shall be satisfactory to the Agent and its
counsel.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this
Amendatory Agreement to any Part or Subpart are, unless otherwise
specified or otherwise required by the context, to such Part or
Subpart of this Amendatory Agreement.
SUBPART 4.2. Loan Document Pursuant to Existing Credit
Agreement. This Amendatory Agreement is a Loan Document executed
pursuant to the Existing Credit Agreement and shall be construed,
administered and applied in accordance with all of the terms and
provisions of the Existing Credit Agreement.
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SUBPART 4.3. Successors and Assigns. This Amendatory
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
SUBPART 4.4. Counterparts. This Amendatory Agreement 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 4.5. Governing Law. THIS AMENDATORY AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendatory Agreement to be executed by their respective officers
as of the day and year first above written.
WARNACO INC.
By /s/ Dariush Ashrafi
Title: Senior Vice President &
Chief Financial Officer
THE BANK OF NOVA SCOTIA,
as Agent and as Lender
By /s/ Terry K. Fryett
Title: Vice President
MITSUI NEVITT CAPITAL CORPORATION
By /s/ Jerry Parisi
Title: Vice President
SOCIETE GENERALE, NEW YORK BRANCH
By /s/ Jan Wertlieb
Title: Vice President
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ANNEX I (to
Second Amendment)
ACKNOWLEDGMENT
Reference is made to the Intercreditor Agreement, dated as
of October 14, 1993 (the "Intercreditor Agreement"), among
CITICORP USA, INC. in its capacity as, inter alia, Collateral
Agent under the Loan Documents (such capitalized term, and other
terms used in this Acknowledgment, unless otherwise defined
herein, to have the meanings set forth in, or by reference in,
the Intercreditor Agreement) and THE BANK OF NOVA SCOTIA, acting
through its New York Agency ("Scotiabank"), in its capacity as,
inter alia, agent for the SCA Banks.
By its signature below, the Collateral Agent hereby
acknowledges and confirms that the loan made by Scotiabank (in
its capacity as an SCA Bank under the Scotiabank Credit
Agreement) in a principal amount not to exceed $6,500,000 and
applied to the repayment of the Borrower's obligations to a Trade
Lender (as opposed to the making of such loan to refinance a
Disbursement (as defined in the Scotiabank Credit Agreement)), is
an "RL Obligation" for all purposes under the Intercreditor
Agreement, and the obligation to repay such RL Obligation is
secured by an RL Lien which ranks pari passu with the Credit
Agreement Liens.
CITICORP USA, INC., as
Collateral Agent
By /s/_____________________
Title:
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