LETTER WAIVER
TRADE CREDIT FACILITY
Dated as of July 19, 2000
To the Lenders parties to the
Sixth Amended and Restated
Credit Agreement referred to below
and to The Bank of Nova Scotia,
as administrative agent (the "Administrative Agent")
for the Lenders
Ladies and Gentlemen:
We refer to the SIXTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
November 17, 1999 (as amended or otherwise modified prior to the date hereof,
the "Trade Credit Agreement"), among the undersigned and you. Capitalized terms
not otherwise defined in this Letter Waiver have the same meanings as specified
in the Trade Credit Agreement.
We hereby request that you waive, solely for the period commencing on
June 19, 2000 through September 30, 2000 (the "Waiver Termination Date"), the
U.S. Borrower's and Group's compliance with the terms of Sections 8.3.1 and
8.3.2 of the Trade Credit Agreement for the Fiscal Quarter ending on July 1,
2000.
In connection with this Letter Waiver, we agree to pay to the
Administrative Agent, for the pro rata benefit of the Lenders party hereto in
accordance with their Percentage, a fee equal to 0.10% of $500,000,000, such fee
to be earned by each Lender upon their execution and delivery of this Letter
Waiver. We acknowledge that such fee shall be (i) fully-earned and payable on
July 26, 2000 to each Lender who executes and delivers this Letter Waiver on or
prior to such date provided that this Letter Waiver becomes effective by such
date in accordance with the following paragraph and (ii) non-refundable for any
reason whatsoever after payment. We also 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
July 26, 2000, the Administrative 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 Administrative Agent that such Lender has
executed this Letter Waiver, (b) an Affirmation and Consent in form and
substance satisfactory to the Administrative Agent executed by each of the
Guarantors party to the Subsidiary Guaranty, (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 and (d) the fee
referred to in the preceding paragraph.
The Trade 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, the Fronting Bank or any 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 any Agent,
the Fronting Bank and the 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 parties hereto, and each Agent, the Fronting Bank
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.
-2-
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:
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:
-3-
WARNACO HOLLAND B.V.
By: [Signature Illegible]
---------------------------
Title:
By: [Signature Illegible]
---------------------------
Title:
THE WARNACO GROUP, INC.
By: [Signature Illegible]
---------------------------
Title:
Agreed as of the date first above written:
- ------------------------------------------
[Please type or print name of institution]
By:
---------------------------------------
Title:
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
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
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
Bank of Tokyo -- Mitsubishi Trust Company
- ------------------------------------------
[Please type or print name of institution]
By: N. Saffra
---------------------------------------
Title: N. Saffra
Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
Stephen J. Garvin
- ------------------------------------------
FLEET NATIONAL BANK
By:
---------------------------------------
Stephen J. Garvin
Director
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
HSBC Bank USA
- ------------------------------------------
[Please type or print name of institution]
By: Adriana D. Collins
---------------------------------------
Adriana D. Collins
Title: Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY
- ------------------------------------------
[Please type or print name of institution]
By: J. Kenneth Biegen
---------------------------------------
Title: J. Kenneth Biegen
Senior Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
KBC BANK NV
- ------------------------------------------
[Please type or print name of institution]
By: Robert M. Surdam, Jr.
---------------------------------------
Title: Robert M. Surdam, Jr.
Vice President
By: Michael V. Curran
---------------------------------------
Title: Michael V. Curran
Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
SunTrust Bank
- ----------------------------------------------
[Please type or print name of institution]
By: Laura Kahn
-------------------------------------------
Title: Laura Kahn
Director, Senior Relationship Manager
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
THE BANK OF NEW YORK
- ------------------------------------------
[Please type or print name of institution]
By: [Illegible]
---------------------------------------
Title: VP
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
DEN DANSKE BANK
- --------------------------------------------
By: John O'Neill Peter L. Hargraves
------------------------------------------------
John O'Neill / Peter L. Hargraves
Vice President / Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
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: Senior Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
BANK LEUMI USA
- --------------------------------------------
[Please type or print name of institution]
By: Joung Hee Hong
-----------------------------------------
Joung Hee Hong
Title: Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
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
-----------------------------------------
Kimberly L. Turner
Title: Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
BANK OF NOVA SCOTIA
- --------------------------------------------
[Please type or print name of institution]
By: John Hopmans
-----------------------------------------
John Hopmans
Title: Managing Director
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
Commerzbank, AG
New York and Grand Cayman Branches
- --------------------------------------------
[Please type or print name of institution]
By: Robert J. Donohue
-----------------------------------------
Robert J. Donohue
Title: Senior Vice President
By: Peter T. Doyle
-----------------------------------------
Peter T. Doyle
Title: Assistant Vice President
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
CITIBANK, N.A.
- --------------------------------------------
[Please type or print name of institution]
By: Marc Merlino
-----------------------------------------
Title: Marc Merlino -- VP
-4-
WARNACO HOLLAND B.V.
By:
---------------------------
Title:
By:
---------------------------
Title:
THE WARNACO GROUP, INC.
By:
---------------------------
Title:
Agreed as of the date first above written:
SOCIETE GENERALE
- --------------------------------------------
[Please type or print name of institution]
By: James H. Nangle
-----------------------------------------
James H. Nangle
Title: Managing Director
-4-
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 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.
-1-
(2)
LETTER WAIVER
Dated as of July 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
June 19, 2000 through September 30, 2000 (the "Waiver Termination Date"), the
requirements of Section 5.03 of the Credit Agreement for the Fiscal Quarter
ending on July 1, 2000.
In connection with this Letter Waiver, we agree to pay to the Agent,
for the pro rata benefit of the Lenders party hereto, a fee equal to 0.10% of
the aggregate amount of, without duplication, the commitments and loans of such
Lenders under the Credit Agreement in each case outstanding as of July 26, 2000.
We acknowledge that such fee shall be (i) fully-earned and payable on July 26,
2000 to each Lender who executes and delivers this Letter Waiver on or prior to
such date provided that this Letter Waiver becomes effective by such date in
accordance with the following paragraph and (ii) non-refundable for any reason
whatsoever after payment. We also 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
July 26, 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, (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 and (d) the fee
referred to in the preceding paragraph. 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 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.
Agreed as of the date first above written:
Stephen J. Garvin
- ------------------------------------------
Fleet National Bank
By Stephen J. Garvin
----------------------------------------
Title: Director
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
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
Agreed as of the date first above written:
Commerzbank, AG
New York and Grand Cayman Branches
By Robert J. Donohue
----------------------------------------
Title: Senior Vice President
By Peter T. Doyle
----------------------------------------
Title: Assistant Vice President
Agreed as of the date first above written:
The Bank of Nova Scotia
- ------------------------------------------
[Please type or print name of institution]
By John Hopmans
----------------------------------------
Title: John Hopmans
Managing Director
Agreed as of the date first above written:
SOCIETE GENERALE
By James H. Nangle
----------------------------------------
Title: James H. Nangle
Managing Director
Agreed as of the date first above written:
CITIBANK, N.A.
- ------------------------------------------
[Please type or print name of institution]
By Marc Merlino
----------------------------------------
Title: Marc Merlino -- VP
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.
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:
CONSENT
Dated as of July 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:
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:
(3)
LETTER WAIVER
Dated as of July 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 Agrement.
We hereby request that you waive, solely for the period commencing on
June 19, 2000 through September 30, 2000 (the "Waiver Termination Date"), the
requirements of Section 5.03 of the Credit Agreement for the Fiscal Quarter
ending on July 1, 2000.
In connection with this Letter Waiver, we agree to pay to the Agent,
for the pro rata benefit of the Lenders party hereto, a fee equal to 0.10% of
the aggregate amount of, without duplication, the commitments and loans of such
Lenders under the Credit Agreement in each case outstanding as of July 26, 2000
to each Lender who executes and delivers this Letter Waiver on or prior to such
date provided that this Letter Waiver becomes effective by such date in
accordance with the following paragraph and (ii) non-refundable for any reason
whatsoever after payment. We alos understand and agree that nothing in this
Letter Waiver shall constitute a commitment by any Lender to participate in,
rpovide, 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
July 26, 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, (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 and (d) the fee
referred to in the preceding paragraph. 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 specificially 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 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:
Agreed as of the date first above written:
CITIBANK, N.A.
- ------------------------------------------
[Please type or print name of institution]
By Marc Merlino
----------------------------------------
Title: Marc Merlino -- VP.
Agreed as of the date first above written:
The Bank of Nova Scotia
- ------------------------------------------
[Please type or print name of institution]
By John Hopmans
----------------------------------------
Title: John Hopmans
Managing Director
Agreed as of the date first above written:
SOCIETE GENERALE
By James H. Nangle
___________________________________
Title: James H. Nangle
Managing Director
Agreed as of the date first above written:
Commerzbank, AG
New York and Grand Cayman Branches
By Robert J. Donohue
___________________________________
Title: Senior Vice President
By Peter T. Doyle
___________________________________
Title: Assistant Vice President
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
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: Senior Vice President]
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
Agreed as of the date first above written:
SunTrust Bank
__________________________________________
[Please type or print name of institution]
By Laura Kahn
____________________________________________
Title: Laura Kahn
Director, Senior Relationship Manager
Agreed as of the date first above written:
The Bank of New York
__________________________________________
[Please type or print name of institution]
By [SIGNATURE ILLEGIBLE]
___________________________________
Title: VP
Agreed as of the date first above written:
Bank of Tokyo -- Mitsubishi Trust Company
__________________________________________
[Please type or print name of institution]
By N. Saffra
___________________________________
Title: N. Saffra
Vice President
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
Agreed as of the date first above written:
Stephen J. Garvin
__________________________________________
Fleet National Bank
By Stephen J. Garvin
___________________________________
Title: Director
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.
CONSENT
Dated as of July 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:
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:
(4)
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
June 19, 2000 through September 30, 2000 (the "Waiver Termination Date"),
the requirements of Section 5.03 of the Credit Agreement for the Fiscal
Quarter ending on July 1, 2000.
In connection with this Letter Waiver, we agree to pay to the Agent, for
the pro rata benefit of the Lenders party hereto, a fee equal to 0.10% of the
aggregate amount of, without duplication, the commitments and loans of such
Lenders under the Credit Agreement in each case outstanding as of July 26, 2000.
We acknowledge that such fee shall be (i) fully-earned and payable on July 26,
2000 to each Lender who executes and delivers this Letter Waiver on or prior
to such date provided that this Letter Waiver becomes effective by such date
in accordance with the following paragraph and (ii) non-refundable for any
reason whatsoever after payment. We also understand and agree that nothing
in this Letter Waiver shall constitute a commitment by any Lender to particpate
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
July 26, 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, (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 and (d) the
fee referred to in the preceding paragrph. 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 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:
Agreed as of the date first above written:
CITIBANK, N.A.
- ------------------------------------------
[Please type or print name of institution]
By Mark Merlino
----------------------------------------
Title: Mark Merlino--VP
Agreed as of the date first above written:
FIRST UNION
- ------------------------------------------
[Please type or print name of institution]
By Alkesh V. Nanaraty
----------------------------------------
Title: Vice President
(Alkesh V. Nanaraty)
Agreed as of the date first above written:
SOCIETE GENERALE
By James H. Nangle
---------------------------------
Title: James H. Nangle
Managing Director
Agreed as of the date first above written:
Bank of Nova Scotia
- ----------------------------------
[Please type or print name of institution]
By John Hopmans
---------------------------------
Title: John Hopmans
Managing Director
Agreed as of the date first above written:
Commerzbank, AG
New York and Grand Cayman Branches
By Robert J. Donohue
---------------------------------------
Title: Senior Vice President
By Peter T. Doyle
---------------------------------------
Title: Assistant Vice President
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
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: Senior Vice President
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
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
---------------------------------
Title: David W. Kinkela
Vice President
Agreed as of the date first above written:
- ----------------------------------
FLEET NATIONAL BANK
By Stephen J. Garvin
---------------------------------
Stephen J. Garvin
Director
Agreed as of the date first above written:
Bank of Tokyo -- Mitsubishi Trust Company
- ----------------------------------------------
[Please type or print name of institution]
By N. Saffra
---------------------------------
Title: N. Saffra
Vice President
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
Agreed as of the date first above written:
HSBC Bank USA
- ------------------------------------------
[Please type or print name of institution]
By Adriana D. Collins
------------------------------------
Adriana D. Collins
Title: Vice President
Agreed as of the date first above written:
THE INDUSTRIAL BANK OF JAPAN, LTD.
NEW YORK BRANCH
- ------------------------------------------
[Please type or print name of institution]
By J. Kenneth Biegen
------------------------------------
J. Kenneth Biegen
Title: Senior Vice President
Agreed as of the date first above written:
Merita Bank Plc
- ------------------------------------------
[Please type or print name of institution]
By Garry Weiss Charles J. Lansdown
-------------------------------------------------
Garry Weiss Charles J. Lansdown
Title: Vice President Senior Vice President
Agreed as of the date first above written:
KBC BANK NV
- ------------------------------------------
[Please type or print name of institution]
By Robert M. Surdam, Jr. Michael V. Curran
------------------------------------------------------------
Robert M. Surdam, Jr. Michael V. Curran
Title: Vice President Vice President
Agreed as of the date first above written:
The Bank of New York
- ------------------------------------------
[Please type or print name of institution]
By [Signature Illegible]
------------------------------------
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 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.
CONSENT
Dated as of July 19, 2000
The undersigned, each as Guarantor under the Subsidiary Guaranty dated
November 17, 1999 (the "Subsidiary Guaranty") in favor of the Lender 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:
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:
(5)
CONSENT AND WAIVER
WARNACO OF CANADA COMPANY
as Borrower
- and -
THE BANK OF NOVA SCOTIA
as Lender
- and -
THE GUARANTORS LISTED HEREIN
- --------------------------------------------------------------------------------
CONSENT AND WAVER
Dated as of July 19, 2000
- --------------------------------------------------------------------------------
STIKEMAN ELLIOTT
CONSENT AND WAIVER
This Consent and Waiver, made as of July 19, 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
(subject to the Lender's receipt of a copy of the Waiver (as hereinafter
defined) executed by each lender under the Warnaco Inc. Credit Agreement) 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 the parties to the Warnaco Inc. Credit Agreement; (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, 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
and shall pay the Lender a fee of 0.1% of the Commitment. 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.
-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: [Signature Illegible]
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By: Judy McKay
--------------------------------
Name: Judy McKay
Title: Director
By: [Signature Illegible]
--------------------------------
Name: [Name Illegible]
Title: [Title Illegible]
-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:
(6)
[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
26 July 2000
Dear Sirs
EUROPEAN FACILITIES
Further to our letter of 30 June 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 Quarter (as defined in the U.S. Credit Agreement) ending on
1 July 2000 during the period
[SOCIETE GENERALE LOGO]
beginning on 19 June 2000 arid 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 30 September 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. in consideration of our agreeing to the waiver herein contained and on the
understanding that such waiver will become effective, you shall pay to the
Agent on 26 July 2000 for distribution pro rata to each Lender who signs
and delivers, or causes to be signed and delivered on its behalf on or
before 26 July 2000, this letter, a fee equal to 0.10% (one-tenth of one
per cent) of the aggregate amount on that date of its share of each
outstanding Advance and its Available Commitment under each of the Facility
Documents to which it is party.
4. 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.
5. 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.
6. 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.
7. 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
[SOCIETE GENERALE LOGO]
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.
8. 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.
9. 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.
10. 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
Scotiabank Europe PLC
By: [Signature Illegible]
REVOLVER
Societe Generale
Commerzbank AG
Scotiabank Europe PLC
By: [Signature Illegible]
SWISS LINE OF CREDIT
Societe Generale, Geneva Branch
By: [Signature Illegible]
[SOCIETE GENERALE LOGO]
SPANISH LINE OF CREDIT
Societe Generale, Madrid Branch
By: [Signature Illegible]
[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 amount 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.
[SOCIETE GENERALE LOGO]
ACCEPTANCE AND CONSENT
We refer to and thank you for your letter of 26 July 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 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.
[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]