EXHIBIT 99.3
LETTER WAIVER
RECEIVABLES SECURITIZATION
Dated as of September 29, 2000
To the Agent, the Co-Agent and
the Investors party to the Receivables
Purchase Agreement referred to below;
To the Banks parties to the Parallel Purchase Commitment referred to below
and to The Bank of Nova Scotia, as Agent for the Banks
Ladies and Gentlemen:
We refer to (i) the Receivables Purchase Agreement dated as of
September 30, 1998 (as amended or otherwise modified, the "Receivables
Purchase Agreement"), among Warnaco Operations Corporation, as Seller,
Xxxxxxx Street, Inc., as Servicer, Liberty Street Funding Corp. and
Corporate Asset Funding Company, Inc. as the Investors, The Bank of Nova
Scotia, as Agent (in such capacity, the "RPA Agent"), and Citicorp North
America, Inc., as the Co-Agent; and (ii) the Parallel Purchase Commitment
dated as of September 30, 1998 (as amended or otherwise modified, the
"Parallel Purchase Commitment"), among Warnaco Operations Corporation, as
the Seller, the Banks from time to time party thereto, Xxxxxxx Street,
Inc., as the Initial Servicer and The Bank of Nova Scotia, as the Agent (in
such capacity, the "PPC Agent"). Capitalized terms not otherwise defined in
this Letter Waiver have the same meanings as specified in the Receivables
Purchase Agreement.
We hereby request that you waive, solely for the period commencing on
September 30, 2000 through October 6, 2000 (the "Waiver Termination Date"),
any Downgrade Event or Termination Event which would otherwise occur as a
result of any lowering or withdrawal of the long-term public senior debt
rating of Warnaco, Inc. by Standard & Poor's and/or Moody's ("Downgrade
Event"), including, but not limited to, for purposes of the calculation of
the Dilution Reserve and the right to declare the Facility Termination Date
to have occurred under the Receivables Purchase Agreement and/or the
Commitment Termination Date to have occurred under the Parallel Purchase
Commitment. In addition, we request that you waive for the same period any
Termination Event which could otherwise occur under clause (l) and (m), (to
the extent it incorporates subsection a) of the definition of Material
Adverse Effect) of the definition of Termination Event as a result of any
Downgrade Event.
This Letter Waiver and the agreements contained herein shall become
effective as of the date first written above when, and only when, on or
before September 30, 2000: (i) with respect to the Receivables Purchase
Agreement, the RPA Agent shall have received counterparts of this Letter
Waiver executed by us, the Investors and the RPA Agent and the Co-Agent
thereunder, and the fee referred to in the preceding paragraph; and (ii)
with respect to the Parallel Purchase Commit-ment, the PPC Agent shall have
received counterparts of this Letter Waiver executed by us and the Required
Banks (as defined thereunder), or as to any of the Banks, advice
satisfactory to the PPC Agent that such Bank has executed this Letter
Waiver, and the fee referred to in the preceding paragraph.
The Receivables Purchase Agreement, the Parallel Purchase Commitment
and each other Transaction Document, except to the extent of the waivers
specifi-cally provided above, are and shall continue to be in full force
and effect and are hereby in all such respects ratified and confirmed. The
execution and delivery of this Letter Waiver shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any
Investor, any Bank or any agent under any Transaction Document nor
constitute a waiver of any provision of any of the Transaction Documents.
On the Waiver Termination Date, without any further action, all of the
terms and provisions set forth in the Receivables Purchase Agreement and
the Parallel Purchase Commitment shall have the same force and effect as if
this Letter Waiver had not been entered into by the parties hereto, and the
Investors, Banks and agents shall have all of the rights and remedies
afforded to them under the Transaction Documents as though no waiver had
been granted by them hereunder.
If you agree to the terms of this Letter Waiver, please evidence such
agreement by executing and returning at least two counterparts of this
Letter Waiver to Xxxxx, Xxxxx & Xxxxx.
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 OPERATIONS
CORPORATION, as Seller
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title:
XXXXXXX STREET, INC., as Servicer
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title:
Agreed as of the date first above written:
THE BANK OF NOVA SCOTIA, as
Agent under the Receivables Purchase
Agreement, and as Agent and a Bank
under the Parallel Purchase Commitment
By: /s/
---------------------------------------
Name:
Title:
CITICORP NORTH AMERICA, INC., as
Co-Agent under the Receivables Purchase
Agreement, and as a Bank under the
Parallel Purchase Commitment
By: /s/
---------------------------------------
Name:
Title:
LIBERTY STREET FUNDING CORP.,
as an Investor under the Receivables
Purchase Agreement
By: /s/
---------------------------------------
Name:
Title:
CORPORATE ASSET FUNDING
COMPANY, INC., as an Investor
under the Receivables Purchase
Agreement
By: /s/
---------------------------------------
Name:
Title:
