EXHIBIT 99.7
LETTER WAIVER
TRADE CREDIT FACILITY
Dated as of September 29, 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 October 6, 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 Quarters ending on July
1, 2000 and September 30, 2000.
We 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 September 29, 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, and
(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.
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 the 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 (i) one
counterpart of this waiver, by fax, to Xxxxxxx Xxxxx, Esq., Shearman &
Sterling, (telephone: (000) 000-0000, fax: (000) 000-0000) NO LATER THAN
NOON ON FRIDAY, SEPTEMBER 29, 2000 and (ii) two original counterparts of
this Letter Waiver, by overnight courier, to Xxxxxxx Xxxxx, Esq., Shearman
& Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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, without giving effect to the
choice of law provisions thereof.
Very truly yours,
WARNACO INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
DESIGNER HOLDINGS, LTD.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
WARNACO (HK) LTD.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
WARNACO B.V.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
WARNACO NETHERLANDS B.V.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
WARNACO HOLLAND B.V.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
THE WARNACO GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Title:
Agreed as of the date first above written:
CITIBANK, N.A.
------------------------------------------
[Please type or print name of institution]
By: /s/ Xxxx Xxxxxxx
---------------------------------------
Title: - Vice President
Agreed as of the date first above written:
The Bank of Nova Scotia
------------------------------------------
[Please type or print name of institution]
By: Xxxx Xxxxxxx
---------------------------------------
Title: Managing Director
Agreed as of the date first above written:
XXXXXX GUARANTY INST COMPANY OF NEW YORK
------------------------------------------
[Please type or print name of institution]
By: Xxxxxxxx X. Xxxxxx
---------------------------------------
Title: Vice President
Agreed as of the date first above written:
SOCIETE GENERALE
------------------------------------------
[Please type or print name of institution]
By: /s/ Xxx Xxxxx
---------------------------------------
Title: Managing Director
Agreed as of the date first above written:
THE PAI-ICAI KANGYO BANK, LYD
------------------------------------------
[Please type or print name of institution]
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Title: Senior Vice President
Agreed as of the date first above written:
FLEET NATIONAL BANK
------------------------------------------
[Please type or print name of institution]
By: /s/
---------------------------------------
Title: Director
Agreed as of the date first above written:
THE BANK OF NEW YORK
------------------------------------------
[Please type or print name of institution]
By: /s/ Xxxxx Xxxxx
---------------------------------------
Title: Vice President
Agreed as of the date first above written:
STANDARD CHARTERED BANK
------------------------------------------
[Please type or print name of institution]
By: /s/ Xxxxx Xxxxx
---------------------------------------
Title: Vice President
Agreed as of the date first above written:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
------------------------------------------
[Please type or print name of institution]
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Title: Senior Vice President
Agreed as of the date first above written:
WACHOVIA BANK, N.A.
------------------------------------------
[Please type or print name of institution]
By: /s/ M. Xxxxxx Xxxx
---------------------------------------
Title: Senior Vice President
Agreed as of the date first above written:
XXXXXX BANK PLC
------------------------------------------
[Please type or print name of institution]
By: /s/ Xxxxx Xxxxx
---------------------------------------
Title: Vice President
By: /s/ XXXX XXXXXXX
---------------------------------------
Title: Vice President
Agreed as of the date first above written:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
------------------------------------------
[Please type or print name of institution]
By:
---------------------------------------
Xxxxxxx Xxxxxx
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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx Xxxxxx 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 Xxxxxxx Xxxxx Barney, Inc., as Co-Lead Arrangers and
Co-Book Managers, Citibank, N.A. as Syndication Agent, Xxxxxx 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.
9. Letter of Credit Agreement, dated as of July 27, 2000, among The
Warnaco Group, Inc., Warnaco Inc., certain of its subsidiaries, and
the Bank of Nova Scotia, as amended.
