EXHIBIT 99.2
CONSENT AND WAIVER
WARNACO OF CANADA COMPANY
as Borrower
- and -
THE BANK OF NOVA SCOTIA
as Lender
- and -
THE GUARANTORS LISTED HEREIN
-----------------------------------------------------------------------------
CONSENT AND WAIVER
Dated as of September 29, 2000
-----------------------------------------------------------------------------
STIKEMAN ELLIOTT
CONSENT AND WAIVER
This Consent and Waiver, made as of September 29, 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 Xxxxxxx 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., Xxxxxx Xxxxx 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 U.S. 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 "U.S. 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 U.S. Waiver and the waiver dated the date hereof under
the 364 day U.S.$600,000,000 credit agreement dated November 17,1999 among,
inter alia, Warnaco Inc. and The Warnaco Group, Inc.
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. 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.
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: /s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title:
By:
---------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
By: /s/
---------------------------------
Name:
Title: Associate
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.
XXXXXXX STREET, INC.
MYRTLE AVENUE, INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title:
DESIGNER HOLDINGS, LTD.
JEANSWEAR HOLDINGS INC.
XXXXXX XXXXX JEANSWEAR COMPANY
CKJ HOLDINGS, INC.
OUTLET STORES, INC.
WARNACO U.S. INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------
Name:
Title:
