FIRST AMENDMENT TO
CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 14, 1997
(this "First Amendment"), among WARNACO INC. (the "U.S. Borrower"), WARNACO (HK)
LTD. (the "Foreign Borrower"; together with the U.S. Borrower, the "Borrowers"),
THE WARNACO GROUP, INC. ("Group"), the various financial institutions listed on
the signature pages hereto (the "Lenders"), CITIBANK, N.A., as documentation
agent (the "Documentation Agent") for the Lenders and THE BANK OF NOVA SCOTIA,
as agent (the "Administrative Agent"; together with the Documentation Agent, the
"Agents") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrowers, Group, the Lenders and the Agents are parties to
a Second Amended and Restated Credit Agreement, dated as of August 12, 1997 (as
amended or otherwise modified to the date hereof, the "Existing Credit
Agreement");
WHEREAS, the Borrowers and Group have requested that the Lenders amend
and waive certain provisions of the Existing Credit Agreement in certain
respects as set forth below; and
WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend and waive such provisions of the Existing Credit
Agreement in certain respects as provided below (the Existing Credit Agreement,
as so amended and waived by this First Amendment, 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. Terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this First Amendment with such meanings.
PART II
AMENDMENTS AND WAIVERS TO THE
EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the Existing Credit Agreement is hereby amended and certain
provisions of the Existing Credit Agreement are hereby waived in accordance with
the terms of this Part II; except as so amended or waived, the Existing Credit
Agreement shall continue in full force and effect.
SUBPART 2.1. 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. 1" means the First Amendment, dated as of October
14, 1997, to this Agreement among the Borrowers, Group, the Lenders
parties thereto, the Documentation Agent and the Administrative Agent.
"First Amendment Effective Date" is defined in
Subpart 3.1 of Amendment No. 1.
"USCA Letter Waiver" means the first Letter Waiver to
the U.S. Credit Agreement, dated as October 14, 1997, a copy
of which is annexed to Amendment No. 1 as Exhibit A.
SUBPART 2.2. Section 1.1 of the Existing Credit Agreement is hereby
further amended by amending the definition of "U.S. Credit Agreement" in its
entirety to read as follows:
""U.S. Credit Agreement" means the Credit Agreement, dated as of
August 12, 1997, among the U.S. Borrower, Group, the initial lenders
named therein, Scotiabank and Citibank, as managing agents, Citibank, as
documentation agent, and Scotiabank, as administrative agent,
competitive bid agent, swing line bank and an issuing bank, as in effect
on the Effective Date and as modified by USCA Letter Waiver, and as
further amended, restated or waived from time to time with the consent
of the Required Lenders hereunder solely for purposes of this Agreement,
and regardless of whether such U.S. Credit Agreement is terminated,
unless in connection with such termination a replacement credit facility
satisfactory to the Required Lenders hereunder is entered into, in which
case the affirmative and negative covenants in such facility shall
become the subject of this Agreement."
SUBPART 2.3. Waiver of Guaranty Delivery. The requirements
contained in Section 8.1.2 of the Existing Credit Agreement are
hereby waived, but only to the same extent and upon the same
-2-
terms that the requirements under Section 5.01(k) of the U.S. Credit Agreement
have been waived under USCA Letter Waiver by the Required Lenders under (and as
defined in) the U.S. Credit Agreement.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. First Amendment Effective Date. This First Amendment (and
the amendments and waivers contained herein) shall become effective, and shall
thereafter be referred to as "Amendment No. 1", on the date (the "First
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 Administrative Agent shall
have received counterparts of this First Amendment, duly executed and delivered
on behalf of the Borrowers, Group and the Required Lenders. Each Lender's
execution and delivery of this First Amendment shall also constitute such
Lender's approval to the form and substance of USCA Letter Waiver.
SUBPART 3.1.2. U.S. Credit Agreement. The Administrative
Agent shall have received evidence satisfactory to it that USCA
Letter Waiver in the form attached as Exhibit A hereto has become
effective pursuant to the terms thereof.
SUBPART 3.1.3. Affirmation and Consent. The Administrative Agent shall
have received an Affirmation and Consent, substantially in the form of Exhibit B
hereto, duly executed and delivered by Group and each Domestic Subsidiary.
SUBPART 3.1.4. Legal Details, etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and its counsel
shall have received all information and such counterpart originals or such
certified or other copies or such materials, as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this First Amendment shall be satisfactory to the
Administrative Agent and its counsel.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this First Amendment to any
Part or Subpart are, unless otherwise specified
-3-
or otherwise required by the context, to such Part or Subpart of this First
Amendment.
SUBPART 4.2. Loan Document Pursuant to Existing Credit Agreement. This
First Amendment 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.
SUBPART 4.3. Representations and Warranties. The Borrower hereby
represents and warrants that both before and after giving effect to this First
Amendment, the statements contained in Section 6.2.1 of the Existing Credit
Agreement are true and correct in all material respects.
SUBPART 4.4. Successors and Assigns. This First Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 4.5. Counterparts. This First Amendment 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 4.6. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By /s/ STANLEY SILVERSTEIN
-----------------------------
Title:
WARNACO (HK) LTD.
By /s/ STANLEY SILVERSTEIN
-----------------------------
Title:
THE WARNACO GROUP, INC.
By /s/ STANLEY SILVERSTEIN
-----------------------------
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
_______________________________
[NAME OF INSTITUTION]
By_____________________________
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By /s/
_____________________________
Title: Senior Relationship
Manager
CITIBANK, N.A., as Documentation
Agent and as Lender
By /s/
_____________________________
Title: Attorney-in-Fact
_______________________________
[NAME OF INSTITUTION]
By_____________________________
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By _____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By _____________________________
Title:
UNION BANK OF CALIFORNIA, N.A.
_______________________________
[NAME OF INSTITUTION]
By /s/ LEONARDO R. FERNANDEZ
_____________________________
Title: Credit Officer
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
THE BANK OF NEW YORK
_______________________________
[NAME OF INSTITUTION]
By /s/ ELIZA S. ADAMS
_____________________________
Name: Eliza S. Adams
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
BANK OF TOKYO-MITSUBISHI
TRUST CO
_______________________________
[NAME OF INSTITUTION]
By /s/ JIM BROWN
_____________________________
Name: Jim Brown
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
______________________________
BANKBOSTON, N.A.
By /s/
_____________________________
Title: Director
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
COMMERZBANK AG, New York and/or
Grand Cayman Branches
By /s/ ROBERT J. DONOHUE
_____________________________
Name: Robert J. Donohue
Title: Vice President
By /s/ PETER T. DOYLE
_____________________________
Name: Peter T. Doyle
Title: Assistant Treasurer
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
CORESTATES BANK, N.A.
_______________________________
[NAME OF INSTITUTION]
By /s/ IRENE ROSEN MARKS
_____________________________
Name: Irene Rosen Marks
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
CREDITO ITALIANO
By /s/
______________________________
Title: First Vice President
& Deputy Manager
By /s/
______________________________
Title: First Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
THE DAI-ICHI KANGYO BANK, LIMITED
By /s/
_____________________________
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By_____________________________
Title:
FIRST UNION NATIONAL BANK
_______________________________
[NAME OF INSTITUTION]
By /s/ RICHARD
_____________________________
Title: Senior Portfolio
Manager
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
FLEET BANK, N.A.
_______________________________
[NAME OF INSTITUTION]
By /s/ JOSEPH J.
_____________________________
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By /s/ RAYMOND VENTURA
_____________________________
Title: Vice President
& Manager
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
THE INDUSTRIAL BANK OF JAPAN, INC.
NEW YORK BRANCH
By /s/ J. KENNETH BIEGEN
_____________________________
Name: J. Kenneth Biegen
Title: Senior Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
MARINE MIDLAND BANK
_______________________________
[NAME OF INSTITUTION]
By /s/ A. D. COLLINS
_____________________________
Name: A. D. Collins
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
MERITA BANK LTD.
_______________________________
By /s/
_____________________________
Title: Vice President
By /s/
_____________________________
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
_______________________________
[NAME OF INSTITUTION]
By /s/ JAMES E. CONDON
_____________________________
Name: James E. Condon
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
NATIONSBANK, N.A.
_______________________________
[NAME OF INSTITUTION]
By /s/ DAVID H. DINKINS
_____________________________
Name: David H. Dinkins
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
THE SANWA BANK LIMITED
_______________________________
[NAME OF INSTITUTION]
By /s/
_____________________________
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
SOCIETE GENERALE
_______________________________
[NAME OF INSTITUTION]
By /s/ SEDARE CORADIN
_____________________________
Title: Vice President
-5-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers as of the day and year first above
written.
WARNACO INC.
By_____________________________
Title:
WARNACO (HK) LTD.
By_____________________________
Title:
THE WARNACO GROUP, INC.
By_____________________________
Title:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
and as Lender
By_____________________________
Title:
CITIBANK, N.A., as Documentation
Agent and as Lender
By ____________________________
Title:
WACHOVIA BANK, N.A.
_______________________________
[NAME OF INSTITUTION]
By /s/ J. BARWIS
_____________________________
-5-