EXECUTION COPY
CONSENT AND
AMENDMENT NO. 1 TO THE FACILITY AGREEMENT
Dated as of February 5, 2002
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lender Parties")
party to the Intercreditor Agreement
referred to below and to The Bank
of Nova Scotia and Citibank, N.A.,
as debt coordinators (the "Debt Coordinators")
Ladies and Gentlemen:
1. We refer to the (i) Amendment, Modification, Restatement and General
Provisions Agreement dated as of October 6, 2000 (as amended, supplemented or
otherwise modified through the date hereof, the "Facility Agreement") among The
Warnaco Group, Inc. ("Group"), Warnaco Inc. ("Warnaco"), the other direct and
indirect Subsidiaries of Group party thereto, The Bank of Nova Scotia
("Scotiabank"), as Administrative Agent (the "Administrative Agent"), Scotiabank
and Citibank, N.A., as Debt Coordinators (the "Debt Coordinators"), for
themselves and as representatives of each of the Lender Parties, and State
Street Bank and Trust Company, as Collateral Trustee (the "Collateral Trustee")
and (ii) Intercreditor Agreement referred to in the Facility Agreement.
Capitalized terms not otherwise defined in this Consent and Amendment No. 1 to
the Facility Agreement (this "Agreement") have the same meanings as specified in
Annex A to the Facility Agreement.
2. For purposes of this Agreement, the following terms shall have the
following meanings:
(i) "Bra Company Sale" means the disposition by Warnaco U.K. of
all of its interest in The Bra Company SARL for a nominal sum
to Xx. Xxxxx Xxxxxxxx (or his designee) pursuant to that
certain Framework Agreement to be entered into among Warnaco
U.K., Xx. Xxxxx Xxxxxxxx, The Bra Company SARL, Atlantic Group
SA and Les Ateliers de Lingerie SARL (the "Framework
Agreement");
(ii) "Debtor Loan Parties" has the meaning as defined in the
Intercreditor Agreement;
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(iii) "DIP Facility" means that certain Senior Secured
Super-Priority Debtor in Possession Revolving Credit
Agreement, dated June 11, 2001 (as amended, supplemented or
otherwise modified through the date hereof), among The Warnaco
Group Inc., Warnaco, the subsidiaries of The Warnaco Group
Inc. party thereto, the lenders, issuers and arrangers party
thereto, and Citibank, N.A., as administrative agent;
(iv) "DIP Order" means that certain Final Order (I) Authorizing
Debtors in Possession to Enter into Post-Petition Credit
Agreement Pursuant to Section 364 of the Bankruptcy Code, (II)
Authorizing Use of Cash Collateral Pursuant to Section 363 of
the Bankruptcy Code, (III) Granting Adequate Protection
Pursuant to Sections 363 and 364 of the Bankruptcy Code, and
(IV) Scheduling Final Hearing Pursuant to Bankruptcy Rule
4001(C), dated July 9, 2001, entered by the Bankruptcy Court
in respect of the Case;
(v) "GJM Sale" means the sale by (A) Warnaco (HK) Ltd ("Warnaco
Hong Kong") of all of the equity interests directly or
indirectly owned by it in the following subsidiaries: G.J.M.
(H.K.) Manufacturing Ltd., Panyu GJM Shatou Manufacturing
Ltd., GJM Lanka Manufacturing (Private) Ltd. and GJM
(Philippines) Manufacturing, Inc. and (B) Warnaco Hong Kong,
Warnaco and Warner's (United Kingdom) Limited, a company
incorporated in Northern Ireland with registered number NI
5449 and registered in England and Wales with number FC 14629
("Warnaco U.K.") of certain other specified assets relating to
the women's intimate apparel and other apparel business of the
GJM companies; in each case pursuant to and as described in
that certain Stock and Asset Sale Agreement, dated as of
December 21, 2001 (the "Stock and Asset Sale Agreement"),
among Warnaco, Warnaco U.K., Warnaco Hong Kong and Luen Thai
Overseas Limited, or such other agreement (the Stock and Asset
Sale Agreement or such other agreement, as applicable, the
"GJM Agreement") relating to the sale of the business of the
GJM companies as is approved as having superior economic terms
to the Stock and Asset Sale Agreement by the United States
Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") in respect of the filing made on June 11,
2001 by The Warnaco Group, Inc. and other affiliates under
Chapter 11 of title 11 of the United States Code (the "Case");
(vi) "Non-Debtor Loan Parties" has the meaning as defined in the
Intercreditor Agreement;
(vii) "Penhaligons Sale" means the sale by (A) Mullion International
Limited ("Mullion") of (1) all of the shares of capital stock
of LMK Limited, (2) 41 ordinary shares of capital stock of
Penhaligon's & Jeavons Investment Co. Limited (being 51% of
its issued share capital), (3) 20,400 ordinary shares of
capital stock
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of Mulmkion BV (being 51% of its issued share capital), (4) 50
ordinary shares of capital stock of Penhaligon's Pacific
Limited (being 50% of its issued share capital) and (B)
Mullion and Warnaco, and leasing by Warnaco, of certain other
specified assets relating to the business of the Penhaligon's
companies; in each case pursuant to and as described in that
certain Agreement Relating to the Sale and Purchase of the
Entire Issued Share Capital of LMK Limited and Shares in the
Capital of Penhaligon's & Jeavons Investment Co. Limited,
Mulmkion BV and Penhaligon's Pacific Limited, dated December
18, 2001 (the "Penhaligons Agreement"), between Mullion and
Royal Holdings, Inc.;
(viii) "PMJ/IZKA Sale" means the liquidation of PMJ S.A. and related
asset transfers by Warner's Aiglon S.A. ("Aiglon"), as
described in that certain Settlement Agreement, dated November
14, 2001, among Aiglon, Xx. Xxxxxx Xxxxx and Xx. Xxxxxxx
Xxxxx-Pallade;
(ix) "Released Guarantors" means, collectively, Penhaligon's &
Jeavons Investment Co. Limited, Penhaligon's Limited,
Penhaligon's Pacific Limited, G.J.M. (H.K.) Manufacturing
Ltd., and IZKA S.C.; and
(x) "Transactions" means, collectively, the Penhaligons Sale, the
PMJ/IZKA Sale, the GJM Sale and the Bra Company Sale.
3. We hereby request that you consent to the Transactions, and
specifically request that you waive, solely with respect to the:
(i) Penhaligons Sale, the requirements of Sections 2.6(d) and 2.9
of the Facility Agreement;
(ii) PMJ/IZKA Sale, the requirements of Sections 2.6(d) and 2.9 of
the Facility Agreement;
(iii) GJM Sale, the requirements of Sections 2.6(d) and 2.9 of the
Facility Agreement; and
(iv) Bra Company Sale, the requirements of Sections 2.6(d) of the
Facility Agreement.
In addition, we hereby request that, in connection with, and concurrently with,
the closing of the relevant Transactions, the Released Guarantors be released
from the Loan Documents to which they are party.
4. We agree that we will cause, on the date or dates of receipt
(including upon release from any applicable escrow arrangement, or as a result
of any purchase price adjustment, or otherwise):
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(i) Mullion to (A) pay (directly or indirectly) to Warnaco B.V.
all of the Net Cash Proceeds of the Penhaligons Sale and (B)
subordinate any claim it may have to such Net Cash Proceeds to
the interests of the Collateral Trustee for the benefit of the
Secured Parties in such Net Cash Proceeds pursuant to the
Security Agreement specified below (and will also cause any
other Loan Party which receives any such Net Cash Proceeds to
subordinate its claims to such amounts in a similar manner);
provided that all proceeds resulting from the sale, if any, of
the U.S. assets owned by Warnaco relating to the business of
the Penhaligons companies, as specified in Section 5(F) of the
Penhaligons Agreement, shall be paid to such Person as
specified by the Bankruptcy Court at such time, if any, that
such assets are sold;
(ii) Warnaco B.V. to deposit all of the Net Cash Proceeds of the
Penhaligons Sale received by it from Mullion and from any
other Person, into a deposit or security account denominated
in dollars and held with State Street Bank and Trust Company
(or its affiliates or designees) in London ("Cash Collateral
Account") established by Warnaco B.V. in favor of the
Collateral Trustee for the benefit of the Secured Parties
pursuant or in reference to the Security Agreement specified
below;
(iii) Aiglon to deposit all of the Net Cash Proceeds of the PMJ/IZKA
Sale to which Aiglon is entitled under the Settlement
Agreement, including proceeds received directly by it and
received from any other Person, into a Cash Collateral Account
established by Aiglon in favor of the Collateral Trustee for
the benefit of the Secured Parties pursuant or in reference to
the Security Agreement specified below; and
(iv) each of Warnaco U.K. and Warnaco Hong Kong to deposit all of
the Net Cash Proceeds of the GJM Sale received by them,
including proceeds received directly by them and received from
any other Person, into separate Cash Collateral Accounts
established by each of Warnaco U.K. and Warnaco Hong Kong in
favor of the Collateral Trustee for the benefit of the Secured
Parties pursuant or in reference to the Security Agreement
specified below; provided that, in respect of the GJM Sale,
(a) all proceeds resulting from the sale of the accounts
receivable owned by Warnaco relating to the GJM business, as
specified on Schedule 2.2(a) to the GJM Agreement, and the
inventory owned by Warnaco relating to the GJM business, as
specified in Section 2.2(c) of the GJM Agreement, to the
extent such receivables and inventory constitute part of the
DIP Facility Borrowing Base (as defined in, and as determined
by the Debt Coordinators in accordance with the terms of, the
DIP Facility), shall be paid by Warnaco U.K. and Warnaco Hong
Kong to Warnaco when such proceeds are received by either of
them, (b) $51,000 will be paid by Warnaco to General Electric
Capital Corporation ("GECC"), pursuant to the order of the
Bankruptcy Court dated January 17, 2002, in satisfaction of
GECC's claims with respect to assets subject to the GJM Sale,
(c)
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all proceeds received in respect of the licensing by Warnaco
of the trademark "WARNER'S'r' to Luen Thai Overseas Limited
pursuant to the licensing agreement specified in Section
3.2(i) of the GJM Agreement will be paid to Warnaco or such
other Person as may be designated by the Bankruptcy Court from
time to time and (d) all Net Cash Proceeds which are required
to be deposited into the Cash Collateral Accounts pursuant to
this clause (iv) but which are received initially in Hong Kong
upon the closing of the GJM Sale will be deposited by Warnaco
Hong Kong in an account with a Lender Party and paid to the
Cash Collateral Account as otherwise required by this
Agreement as soon as commercially practicable, but by no later
than two Business Days following receipt in Hong Kong,
pursuant to an instruction given by Warnaco Hong Kong to such
Lender Party on the day such Net Cash Proceeds are received
(and Warnaco Hong Kong agrees that such funds will not be used
for any other purpose prior to such payment to the Cash
Collateral Accounts);
provided, that, (1) all Net Cash Proceeds received by any Loan Party on or after
July 31, 2002 in respect of any of the Transactions shall be deposited in a Cash
Collateral Account, and then released to the Administrative Agent for
distribution to the Lender Parties pursuant to Section 2.1 of the Intercreditor
Agreement when the Tranche B Commitment (as defined in the DIP Facility) has
been reduced to $0 (or shall be released immediately upon deposit if such
Tranche B Commitment has been previously reduced to $0) and (2) the Debt
Coordinators may approve in their sole discretion any changes to the settlement
mechanics specified in this Section 4, so long as, notwithstanding any such
changes, the Net Cash Proceeds of the Transactions are deposited into the Cash
Collateral Accounts as and when otherwise specified in this Section 4.
5. We also request that the Facility Agreement be amended as follows:
(i) Section 2.5(e) be amended by adding at the end thereof a new
proviso, to read as follows: "provided further that any
Subsidiary which is inactive or dormant (meaning that on the
date of determination and on a Consolidated basis with its
Subsidiaries, it has assets with an aggregate fair market
value of less than $25,000 or had revenues of less than
$25,000 during the past 12-month period) may be dissolved, so
long as if such inactive or dormant Subsidiary is a (A)
Foreign Subsidiary, any assets distributed upon dissolution be
distributed to a Subsidiary of Group not then subject to a
Bankruptcy Event and (B) Loan Party, any assets distributed
upon dissolution be distributed to a Loan Party"; and
(ii) Section 2.6(d) be amended by adding at the end thereof a new
proviso, to read as follows: "provided further that Group or
any of its Subsidiaries may grant any option or other right to
purchase, lease or otherwise acquire any assets so long as all
necessary consents of Lender Parties under the Loan Documents
and Covered Documents is an express condition to the closing
of such transaction (if such transaction is not otherwise
permitted under this Section 2.6(d))".
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6. This Agreement shall become effective as of the date first above
written, when, and only when, on or before the date hereof (or, in the case of
clauses (ii)(B), (ii)(C), (iv) and (v) below, the date of the closing of the GJM
Sale, the Penhaligons Sale and the Bra Company Sale, respectively) the
Administrative Agent shall have received:
(i) counterparts of this Agreement executed by all of the Loan
Parties and the Supermajority Lenders or, as to any of the
Lender Parties, advice satisfactory to the Debt Coordinators
that such Lender Party has executed this Agreement;
(ii) evidence satisfactory to the Debt Coordinators that all other
consents and approvals necessary in connection the
Transactions as a whole, or, where applicable, any of the
Transactions (including, without limitation: (A) consents
required under the DIP Facility, (B) with respect to the GJM
Sale only (and none of the other Transactions), the approval
of the Bankruptcy Court and (C) with respect to the
Penhaligons Sale only (and none of the other Transactions),
the approval of the lenders thereunder or the European
Revolver Agent on their behalf) shall have been obtained and
be in effect;
(iii) executed counterparts of collateral security agreements
creating a security interest in favor of the Collateral
Trustee for the benefit of the Secured Parties over the
balances in the Cash Collateral Accounts described in Section
4 above in respect of the Penhaligons Sale, the PMJ/IZKA Sale
and the GJM Sale (collectively, the "Security Agreement";
which is, and shall for all purposes constitute, a Collateral
Document), governed by English law and otherwise in form and
substance satisfactory to the Debt Coordinators, executed by
Warnaco B.V., Aiglon, Warnaco Hong Kong and Warnaco U.K. to
secure the Secured Obligations of such companies, and the
principal substantive features of which shall be: (A)
establishment or confirmation of the respective Cash
Collateral Accounts into which the Net Cash Proceeds of the
Penhaligons Sale, the PMJ/IZKA Sale and the GJM Sale will be
deposited upon receipt by Warnaco B.V., Aiglon, Warnaco Hong
Kong and Warnaco U.K., (B) creation or ratification of a first
priority perfected security interest in the Cash Collateral
Accounts in favor of the Collateral Trustee to secure the
Obligations of the Foreign Credit Parties under the Loan
Documents and the Covered Facilities, (C) a requirement that
the release of any funds in any Cash Collateral Account to or
on behalf of any Person other than a Lender Party will require
approval by the Supermajority Lenders and (D) the release on
July 31, 2002, of any and all proceeds then in the Cash
Collateral Accounts to the Administrative Agent for
distribution to the Lender Parties pursuant to Section 2.1 of
the Intercreditor Agreement; provided that (1) such release is
conditional on the Tranche B Commitment (as defined in the DIP
Facility) having been reduced to $0 and (2) if such release
has not occurred on or by such date (or if amounts deposited
in a Cash Collateral Account subsequent to July 31, 2001 shall
not be immediately released upon deposit) because, in any
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such case, the Tranche B Commitment under the DIP Facility has
not been reduced to $0, the Lender Parties reserve the right
to exercise any and all available rights and remedies under
the Loan Documents and Covered Documents, applicable law and
general principles of equity at such time and from time to
time.
(iv) with respect to the Penhaligons Sale only (and none of the
other Transactions), evidence satisfactory to the Debt
Coordinators and the European Revolver Agent (as defined
below) that Penhaligons Limited has satisfied in full its
obligations under the FF480,000,000 Revolving Credit,
Guarantee and Overdraft Agreement dated August 14, 1996, as
supplemented by Supplement Agreement dated April 17, 1998 (and
as further amended, supplemented or otherwise modified through
the date hereof, the "Franc Facility") among Warnaco, the
other Loan Parties party thereto, the Lender Parties party
thereto and Societe Generale, as managing and administrative
agent (the "European Revolver Agent"), through repayment or
the assumption of such obligations by another Loan Party or
otherwise; it being understood that any amount received by any
Lender Party in respect of the repayment of such Debt shall be
paid to the Administrative Agent for distribution to the
Lender Parties pursuant to Section 2.1 of the Intercreditor
Agreement; and
(v) with respect to the Bra Company Sale only (and none of the
other Transactions), the approval by the Debt Coordinators of
all changes in the final Framework Agreement as compared to
the draft version of such agreement previously reviewed by the
Debt Coordinators.
7. Each Loan Party represents and warrants as follows:
(i) It is a corporation or other entity duly organized and validly
existing under the laws of the jurisdiction of its
incorporation or organization.
(ii) The execution, delivery and performance by each Loan Party of
this Agreement are within such Loan Party's corporate or other
powers, have been duly authorized by all necessary corporate
or other action, and do not (a) contravene such Loan Party's
charter or bylaws or other constitutive documents, (b) violate
any law, rule, regulation (including, without limitation,
Regulation X of the Board of Governors of the Federal Reserve
System), order, writ, judgment, injunction, decree,
determination or award, (c) conflict with or result in the
breach of, or constitute a default under, any contract, loan
agreement, indenture, mortgage, deed of trust, lease or other
instrument binding on or affecting any Loan Party, any of its
Subsidiaries or any of their properties or (d) except for the
Liens created under the Loan Documents and the Covered
Documents, result in or require the creation or imposition of
any Lien upon or with respect to any of the properties of any
Loan Party or any of its Subsidiaries.
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(iii) This Agreement has been duly executed and delivered by each of
the Loan Parties. This Agreement and each of the Loan
Documents, as amended hereby, are the legal, valid and binding
obligation of each Loan Party, enforceable against such Loan
Party in accordance with its terms, except as enforcement may
be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
creditors' rights generally and by general principles of
equity (regardless of whether enforcement is sought in equity
or at law).
8. The Debt Coordinators hereby instruct the Collateral Trustee to
execute and deliver (i) the Security Agreement and (ii) all release deeds,
termination agreements and similar instruments satisfactory to the Debt
Coordinators as necessary to (A) effect the Transactions and (B) with respect to
the dissolution of any inactive or dormant Subsidiary in accordance with Section
2.5(e) of the Facility Agreement (as amended by this Agreement), release such
Subsidiary from the Loan Documents to which it is a party and release any
Collateral from the assignment and security interest granted under the
Collateral Documents by such Subsidiary or in respect of such Subsidiary's
capital stock in accordance with the terms of the Loan Documents; and to take
all actions (or refrain from acting) in each case as specified therein.
9. On and after the effectiveness of this Agreement, each reference in
the Facility Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Facility Agreement, and each reference in each of
the other Loan Documents to "the Facility Agreement", "thereunder", "thereof" or
words of like import referring to the Facility Agreement, shall mean and be a
reference to the Facility Agreement, as amended by paragraph 5 of this
Agreement. The Facility Agreement and each of the other Loan Documents, except
to the extent of the waiver and amendment 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
Agreement shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender Party, the Debt Coordinators, the
Administrative Agent or the Collateral Trustee under any of the Loan Documents
or Covered Documents, nor constitute a waiver of any provision of any of the
Loan Documents or Covered Documents. This Agreement is requested pursuant to the
provisions of Section 2.2 of the Intercreditor Agreement.
10. Each of the undersigned Loan Parties, as Guarantors under the
Parent Guaranty or the Subsidiary Guaranty, as applicable, hereby consents to
the execution and delivery of this Agreement and hereby confirms and agrees that
(i) notwithstanding the effectiveness of this Agreement, the Guaranty to which
such Loan Party is a party is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects and (ii) the
Collateral Documents to which such Grantor is a party and all of the Collateral
described therein do, and shall continue to, secure the payment of all of the
Secured Obligations (in each case, as defined therein).
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11. Each of the undersigned Loan Parties hereby acknowledges that
payment of all costs and expenses of the Debt Coordinators incurred in
connection with the preparation, execution and delivery of this Agreement and
all related documents and instruments (including, without limitation, the fees
and expenses of counsel and other advisers to the Debt Coordinators) shall be
paid in accordance with paragraph 22 of the DIP Order.
12. Each of the undersigned Non-Debtor Loan Parties hereby acknowledges
and agrees that it does not have any defenses, counterclaims, offsets,
cross-complaints, claims or demands of any kind or nature whatsoever that can be
asserted to reduce or eliminate all or any part of the obligation of any
Non-Debtor Loan Party to pay any amounts owed in respect of any Obligations of
any Non-Debtor Loan Party under this Agreement, the Loan Documents or the
Covered Documents or to seek affirmative relief or damages of any kind or nature
from any Lender Party or Agent. Each of the undersigned Non-Debtor Loan Parties
hereby voluntarily and knowingly releases and forever discharges each Lender
Party and Agent and each of their respective agents, employees, successors and
assigns, from all possible claims, actions, demands, causes of action, damages,
costs, or expenses, and liabilities whatsoever, known or unknown, anticipated or
unanticipated, suspected or unsuspected, fixed, contingent, or conditional, at
law or in equity, originating in whole or in part on or before the date hereof,
which each Non-Debtor Loan Party may now or hereafter have against any Lender
Party or Agent or their respective agents, employees, successors and assigns, if
any, and irrespective of whether any such claims arise out of contract, tort,
violation of law or regulations, or otherwise, including, without limitation,
the exercise of any rights and remedies under this Agreement, the Loan Documents
or the Covered Documents, or the negotiation and execution of this Agreement.
Each of the undersigned Non-Debtor Loan Parties (other than the Released
Guarantors) hereby (i) consents to the release, upon the closing of the
respective Transactions, of the Released Guarantors from all Loan Documents to
which such Released Guarantors are a party and (ii) confirms that their
respective liabilities as Guarantors shall not be discharged or otherwise
affected as a consequence of such release.
13. If you agree to the terms and provisions of this Agreement, please
evidence such agreement by (i) faxing your signature page to Xxxxxx Fine (fax
000-000-0000; back-up fax: 000-000-0000; tel. 000-000-0000;) by no later than
12:00 noon (New York time) on February 5, 2002 and (ii) executing and returning
two counterparts of this Agreement to Xxxxxx Fine, Shearman & Sterling, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenience.
14. This Agreement 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 Agreement by telecopier shall be effective as delivery of
a manually executed counterpart of this Agreement.
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15. The Debtor Loan Parties, which are debtors-in possession, are
joining this Agreement solely with respect to Sections 2.5(k) and 2.6 of the
Facility Agreement, and other relevant provisions of the DIP Order, which are,
in each case, applicable to them by operation of the DIP Order.
[remainder of this page intentionally left blank]
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This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
Very truly yours,
THE WARNACO GROUP, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------------
Title:
12
Agreed as of the date first above written:
WARNACO INC.
DESIGNER HOLDINGS LTD.
OUTLET STORES, INC.
OUTLET HOLDINGS, INC.
RIO SPORTSWEAR, INC.
AEI MANAGEMENT CORPORATION
JEANSWEAR HOLDINGS, INC.
XXXXXX XXXXX JEANSWEAR COMPANY
CKJ HOLDINGS, INC.
CKJ SOURCING, INC.
ABBEVILLE MANUFACTURING COMPANY
KAI JAY MANUFACTURING COMPANY
XXXXXXX INC.
000 XXXXXX XXXXXX INC.
WARNACO INTERNATIONAL INC.
WARMANA LIMITED
WARNACO SOURCING INC.
WARNER'S DE COSTA RICA INC.
AUTHENTIC FITNESS CORPORATION
AUTHENTIC FITNESS PRODUCTS INC.
WARNACO U.S., INC.
WARNACO MEN'S SPORTSWEAR, INC.
X.X. XXXXXXXX COMPANY
WARNACO VENTURES LTD.
VENTURES LTD.
A.B.S. CLOTHING COLLECTION, INC.
WARNACO INTERNATIONAL, L.L.C.
AUTHENTIC FITNESS RETAIL INC.
AUTHENTIC FITNESS ON-LINE, INC.
CCC ACQUISITION CORP.
CCC ACQUISITION REALTY CORP.
UBERTECH PRODUCTS, INC.
WARNACO PUERTO RICO, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Name:
Title:
00
XXXXXX XXXXXX, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Name:
Title:
XXXXXXX STREET, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Name:
Title:
PENHALIGON'S BY REQUEST, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxx Xxxxxxxxxx
---------------------------------------------------
Name:
Title:
XXXXX VISTA DE TLAXCALA, S.A. DE C.V.
WAC INTERNATINAL DISTRIBUCION DE PUEBLA, S.A. DE C.V.
CENTRO DE CORTE TETLA, S.A. DE C.V.
VISTA DE HUAMANTLA, S.A. DE C.V.
VISTA DE PUEBLA, S.A. DE C.V.
XXXXX VISTA DE VERACRUZ, S.A. DE C.V.
OLGUITA DE MEXICO, S.A. DE C.V.
JUARMEX, S.A. DE C.V.
AUTHENTIC FITNESS DE MEXICO, S.A. DE C.V.
VISTA DE YUCATAN, S.A. DE X.X.
XXXXXX'X DE MEXICO, S.A. DE C.V.
By /s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Name:
Title:
14
WARNACO (HK) LTD
PENHALIGON'S LIMITED*
PENHALIGON'S PACIFIC LIMITED*
AUTHENTIC FITNESS (HK) LTD
G.J.M. (H.K.) MANUFACTURING LIMITED*
DESIGNER HOLDINGS OVERSEAS LIMITED
WARNER'S AIGLON S.A.
WARNACO FRANCE SARL
EURALIS S.A.S.
LEJABY S.A.S.
XXXXXX XXXXX FRANCE S.N.C.
IZKA S.C.*
PMJ S.A.
WARNACO OF CANADA COMPANY
AUTHENTIC FITNESS OF CANADA INC.
WARNACO LAC ONE GMBH
WARNACO LAC TWO GMBH
ERATEX-WARNACO LAC TWO GMBH & CO. KG
WARNER'S (UNITED KINGDOM) LIMITED
PENHALIGON'S & JEAVONS INVESTMENT COMPANY LIMITED*
DONATEX-WARNACO X.X.
XXXXXX'X COMPANY (BELGIUM)
By /s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Name:
Title:
WARNACO HOLLAND B.V.
WARNACO NETHERLANDS B.V.
WARNACO B.V.
By /s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Name:
Title:
By
---------------------------
Name:
Title:
--------
* these Loan Parties will be released from the Subsidiary Guaranty upon the
closing of the applicable Transactions
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Agreed as of the date first above written:
CITICORP USA, INC.
------------------------------------------
[Please type or print name of Lender Party]
By /s/ Xxxxxxx Xxxxxxx
-------------------------------
Title: Senior Vice President
Agreed as of the date first above written:
THE BANK OF NOVA SCOTIA
------------------------------------------
[Please type or print name of Lender Party]
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: Director
Agreed as of the date first above written:
BANK OF AMERICA, N.A.
------------------------------------------
[Please type or print name of Lender Party]
By /s/ Rajun X. Xxxxx
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Title: Principal
Agreed as of the date first above written:
Commerzbank AG,
New York and Grand Cayman Branches
By /s/ Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
By /s/ [Illegible]
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Title: Vice President
Agreed as of the date first above written:
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Fleet National Bank
By /s/ Xxxxx X. Xxxxx
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Signed By: Xxxxx X. Xxxxx
Title: Senior Vice President
Agreed as of the date first above written:
XX Xxxxxx Chase Bank F/K/A/ Xxxxxx Guaranty Trust Company of New York
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[Please type or print name of Lender Party]
By /s/ Houston X. Xxxxxxxx
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Houston X. Xxxxxxxx
Title: Managing Director
Agreed as of the date first above written:
SOCIETE GENERALE
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[Please type or print name of Lender Party]
By /s/ Xxxxx X. Xxxxxx
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Title: Director
Agreed as of the date first above written:
THE BANK OF NEW YORK
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[Please type or print name of Lender Party]
By /s/ [Illegible]
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Title: Vice President
Agreed as of the date first above written:
[Illegible]
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GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ [Illegible]
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Title:
Agreed as of the date first above written:
BANK LEUMI USA
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[Please type or print name of Lender Party]
By /s/ Xxxxx Xxxxxxx
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Title: Vice Pres.
Agreed as of the date first above written:
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Silver Oak Capital LLC
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Authorized Signatory
Agreed as of the date first above written:
UNION BANK OF CALIFORNIA
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[Please type or print name of Lender Party]
By /s/ Xxxxxxx Xxxxx
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Title: Vice President
