8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2006 (January 31, 2006)

The Warnaco Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware				001-10857				95-4032739
(State or other jurisdiction of incorporation)				(Commission File Number)				(IRS Employer Identification No.)

501 Seventh Avenue , New York, New York				10018
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code:    (212) 287-8000                                                            

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(C) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

The Warnaco Group, Inc. (the "Registrant") is filing this first amendment on Form 8-K/A (this "First Amendment") to its Form 8-K filed on February 3, 2006 in connection with the execution of amendments to the Credit Agreement, the Guaranty and the Pledge and Security Agreement (as each term is defined below) and the execution of the Intercreditor Agreement (as defined below).

Item 1.01. Entry into a Material Definitive Agreement.

On January 31, 2006, Warnaco Inc., a direct wholly-owned subsidiary of the Registrant ("Warnaco"), the Registrant, the lenders and issuers thereunder, Citicorp North America, Inc. ("Citi"), as revolving facility agent, term facility agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, NA, The CIT Group/Commercial Services, Inc. and Wachovia Capital Finance Corporation (Central) f/k/a Congress Financial Corporation (Central), in each case, as co-documentation agents, entered into an amended and restated credit agreement (the credit agreement, as amended and restated on January 31, 2006, the "Credit Agreement"). The Credit Agreement was entered into in connection with the consummation of the acquisition (the "Acquisition") by WF Overseas Fashion C.V., an indirect wholly-owned subsidiary of the Registrant, of 100% of the shares of the companies that operate the licenses and related wholesale and retail businesses of Calvin Klein^® jeans and accessories in Europe and Asia and the CK Calvin Klein "bridge" line of sportswear and accessories in Europe, from Fingen Apparel N.V., a limited liability company organized and existing under the laws of the Netherlands, Fingen S.p.A., a joint stock company organized and existing under the laws of Italy, Euro Cormar S.p.A., a joint stock company organized and existing under the laws of Italy, and Calvin Klein, Inc., a New York corporation.

The Credit Agreement amended and restated the then-existing credit agreement to, among other things, add a $180 million term loan facility (the "Term Loan Facility") which was used to finance a portion of the Acquisition. Generally, the loans under the Term Loan Facility bear interest, at Warnaco's option, at either Citi's base rate plus 0.50% or at LIBOR plus 1.50%, in each case, on a per annum basis. The Term Loan Facility matures on January 31, 2013 and must be repaid at the rate of $450,000 per quarter from June 30, 2006 through March 31, 2012 and $42,300,000 on each of June 30, 2012, September 30, 2012, December 31, 2012 and January 31, 2013. Partial repayment of the loans under the Term Loan Facility may be required upon the occurrence of certain events specified in the Credit Agreement, including certain types of asset sales, insurance recoveries and issuances of debt by the Registrant or any of its subsidiaries. In addition, the loans under the Term Loan Facility are required to be repaid by Warnaco with 25% of Excess Cash Flow (as defined in the Credit Agreement), subject to certain conditions.

In addition to the amendments relating to the Term Loan Facility, under the Credit Agreement, certain covenants were modified, including financial covenants and covenants relating to indebtedness, acquisitions, asset sales and investments. Further, certain terms and conditions under which an Event of Default (as defined in the Credit Agreement) may be declared were amended. The loans under the Credit Agreement are subject to customary types of Events of Default, including in the event of Warnaco's failure to pay principal and interest when due, failure to comply with the covenants under the Credit Agreement, the occurrence of certain bankruptcy or insolvency events, a Change of Control (as defined in the Credit Agreement) or defaults under certain indebtedness of the Registrant or its subsidiaries. Upon the occurrence of an Event of Default, the lenders under the Credit Agreement may terminate commitments under the revolving credit facility (the "Revolving Credit Facility"), accelerate the loans under both the Term Loan Facility and the Revolving Credit Facility and exercise certain other secured creditors' rights. On January 31, 2006, Warnaco elected to increase the commitments under the Revolving Credit Facility from $175 million to $225 million.

In connection with the execution of the Credit Agreement, on January 31, 2006, a guaranty of the Registrant and its domestic subsidiaries (other than Warnaco) in favor of the lenders under the Credit Agreement was amended and restated (the guaranty by and among the Registrant, each of its domestic subsidiaries (other than Warnaco) and Citi (in its capacity as collateral agent) as amended and restated on January 31, 2006, the "Guaranty") to, among other things, add the loans under the Term Loan Facility to the obligations of Warnaco under the Credit Agreement which are guaranteed.

Further, a pledge and security agreement by and among the Registrant, its domestic subsidiaries (the Registrant and its domestic subsidiaries, collectively, the "Warnaco Companies") and Citi, in its capacity as collateral agent, was amended and restated (the pledge and security agreement, as amended and restated on January 31, 2006, the "Pledge and Security Agreement") to, among other things, establish different lien priorities in the collateral of the Warnaco Companies for the lenders under the Term Loan Facility and the Revolving Credit Facility. Finally, on January 31, 2006, Citi, in its capacities as revolving facility agent, term facility agent and collateral agent, and the Warnaco Companies entered into an intercreditor and collateral agency agreement (the "Intercreditor Agreement") which, among other things, further set forth the agreement of the parties as to the lien priorities regarding the collateral and the rights and remedies of the lenders under the Term Loan Facility and the Revolving Credit Facility.

A copy of each of the Credit Agreement, the Guaranty, the Pledge and Security Agreement and the Intercreditor Agreement (collectively, the "Designated Agreements") is attached to this First Amendment as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and each Designated Agreement is incorporated herein by reference. The description of each Designated Agreement herein is qualified in its entirety by reference to such Designated Agreement.

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See discussion relating to the Credit Agreement in Item 1.01 of this First Amendment.

* * *

Item 9.01	Financial Statements and Exhibits.

Exhibit No.	Description

Exhibit 10.1

Amended and Restated Credit Agreement, dated as of January 31, 2006, by and among Warnaco Inc., The Warnaco Group, Inc., the Lenders (as defined therein), the Issuers (as defined therein), Citicorp North America, Inc., as revolving facility agent, term facility agent and collateral agent, JPMorgan Chase Bank, N.A., as Inc. and Wachovia Capital Finance Corporation (Central) f/k/a Congress Financial Corporation (Central), in each case, as co-documentation agents

Exhibit 10.2	Amended and Restated Guaranty, dated as of January 31, 2006, by and among The Warnaco Group, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp North America, Inc., as collateral agent

Exhibit 10.3	Amended and Restated Pledge and Security Agreement, dated as of January 31, 2006, by and among Warnaco Inc., the other Grantors (as defined therein) and Citicorp North America, Inc., as collateral agent

Exhibit 10.4	Intercreditor and Collateral Agency Agreement, dated as of January 31, 2006, by and among Citicorp North America, Inc., as revolving facility agent, term facility agent and collateral agent, The Warnaco Group, Inc., Warnaco Inc. and each other Loan Party (as defined therein)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WARNACO GROUP, INC.

Date: February 15, 2006				By:				/s/ Jay A. Galluzzo
								Name:   Jay A. Galluzzo Title: Senior Vice President, General              Counsel and Secretary

EXHIBIT INDEX

Exhibit No.				Description
Exhibit 10.1				Amended and Restated Credit Agreement, dated as of January 31, 2006, by and among Warnaco Inc., The Warnaco Group, Inc., the Lenders (as defined therein), the Issuers (as defined therein), Citicorp North America, Inc., as revolving facility agent, term facility agent and collateral agent, JPMorgan Chase Bank, N.A., as Inc. and Wachovia Capital Finance Corporation (Central) f/k/a Congress Financial Corporation (Central), in each case, as co-documentation agents
Exhibit 10.2				Amended and Restated Guaranty, dated as of January 31, 2006, by and among The Warnaco Group, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp North America, Inc., as collateral agent
Exhibit 10.3				Amended and Restated Pledge and Security Agreement, dated as of January 31, 2006, by and among Warnaco Inc., the other Grantors (as defined therein) and Citicorp North America, Inc., as collateral agent
Exhibit 10.4				Intercreditor and Collateral Agency Agreement, dated as of January 31, 2006, by and among Citicorp North America, Inc., as revolving facility agent, term facility agent and collateral agent, The Warnaco Group, Inc., Warnaco Inc. and each other Loan Party (as defined therein)

EX-10.1

EXECUTION COPY

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 31, 2006

among

WARNACO INC.,
as Borrower

THE WARNACO GROUP, INC.,
as a Guarantor

THE LENDERS AND ISSUERS FROM TIME TO TIME PARTY HERETO

CITICORP NORTH AMERICA, INC.,
as Revolving Facility Agent

CITICORP NORTH AMERICA, INC.,
as Term Facility Agent

CITICORP NORTH AMERICA, INC.,
as Collateral Agent

JPMORGAN CHASE BANK, N.A.
as Syndication Agent

BANK OF AMERICA, NA,
THE CITGROUP/COMMERCIAL SERVICES, INC.,
WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL) F/K/A CONGRESS FINANCIAL CORPORATION (CENTRAL)
as Co-Documentation Agents

AND

CITIGROUP GLOBAL MARKETS INC. and J.P.MORGAN SECURITIES, INC.
as Joint Lead Arrangers and Joint Lead Book Managers

WEIL, GOTSHAL & MANGES LLP
767FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119 

TABLE OF CONTENTS

								Page
ARTICLE I				DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS					1
Section 1.1				Defined Terms					1
Section 1.2				Computation of Time Periods					32
Section 1.3				Accounting Terms and Principles					32
Section 1.4				Conversion of Foreign Currencies					32
Section 1.5				Certain Terms					32
ARTICLE II				THE FACILITIES					33
Section 2.1				The Commitments					33
Section 2.2				Borrowing Procedures					33
Section 2.3				Swing Loans					35
Section 2.4				Letters of Credit					36
Section 2.5				Reduction and Termination of the Commitments					40
Section 2.6				Repayment of Loans					40
Section 2.7				Evidence of Debt					41
Section 2.8				Optional Prepayments					42
Section 2.9				Mandatory Prepayments					42
Section 2.10				Interest					44
Section 2.11				Conversion/Continuation Option					44
Section 2.12				Fees					45
Section 2.13				Payments and Computations					46
Section 2.14				Special Provisions Governing Eurodollar Rate Loans					48
Section 2.15				Capital Adequacy					50
Section 2.16				Taxes					50
Section 2.17				Substitution of Lenders					52
Section 2.18				Facility Increase					53
ARTICLE III				CONDITIONS TO LOANS AND LETTERS OF CREDIT					54
Section 3.1				Conditions Precedent to Initial Loans and Letters of Credit					54
Section 3.2				Conditions Precedent to Each Loan and Letter of Credit					57
Section 3.3				Determinations of Initial Borrowing Conditions					58
ARTICLE IV				REPRESENTATIONS AND WARRANTIES					58
Section 4.1				Corporate Existence; Compliance with Law					58
Section 4.2				Corporate Power; Authorization; Enforceable Obligations					58
Section 4.3				Ownership of Group, Borrower; Subsidiaries					59
Section 4.4				Financial Statements					60
Section 4.5				Material Adverse Change					60
Section 4.6				Solvency					60
Section 4.7				Litigation					60
Section 4.8				Taxes					61
Section 4.9				Full Disclosure					61
Section 4.10				Margin Regulations					61
Section 4.11				No Burdensome Restrictions; No Defaults					61
Section 4.12				Investment Company Act; Public Utility Holding Company Act					62
Section 4.13				Use of Proceeds					62
Section 4.14				Insurance					62
Section 4.15				Labor Matters					62
Section 4.16				ERISA					62
Section 4.17				Environmental Matters					63
Section 4.18				Intellectual Property; Material License					63

i

TABLE OF CONTENTS
(continued)

								Page
Section 4.19				Title; Real Property					64
Section 4.20				Perfection of Security Interests in the Collateral					64
ARTICLE V				FINANCIAL COVENANTS					65
Section 5.1				Maximum Leverage Ratio					65
Section 5.2				Minimum Fixed Charge Coverage Ratio					65
Section 5.3				Capital Expenditures					66
ARTICLE VI				REPORTING COVENANTS					66
Section 6.1				Financial Statements					66
Section 6.2				Default Notices					68
Section 6.3				Litigation					68
Section 6.4				Asset Sales					68
Section 6.5				Notices under Senior Note Documents					68
Section 6.6				SEC Filings; Press Releases					68
Section 6.7				Labor Relations					68
Section 6.8				Tax Returns					68
Section 6.9				Insurance					68
Section 6.10				ERISA Matters					69
Section 6.11				Environmental Matters					69
Section 6.12				Borrowing Base Determination.					69
Section 6.13				Material Licenses					70
Section 6.14				Other Information					70
ARTICLE VII				AFFIRMATIVE COVENANTS					70
Section 7.1				Preservation of Corporate Existence, Etc					70
Section 7.2				Compliance with Laws, Etc					70
Section 7.3				Conduct of Business					70
Section 7.4				Payment of Taxes, Etc					70
Section 7.5				Maintenance of Insurance					71
Section 7.6				Access					71
Section 7.7				Keeping of Books					71
Section 7.8				Maintenance of Properties, Etc					71
Section 7.9				Application of Proceeds					71
Section 7.10				Environmental					71
Section 7.11				Additional Personal Property Collateral and Guaranties					72
Section 7.12				[Intentionally Omitted]					73
Section 7.13				Real Property					73
ARTICLE VIII				NEGATIVE COVENANTS					73
Section 8.1				Indebtedness					74
Section 8.2				Liens, Etc					74
Section 8.3				Investments					75
Section 8.4				Sale of Assets					76
Section 8.5				Restricted Payments					77
Section 8.6				Prepayment and Cancellation of Indebtedness					78
Section 8.7				Restriction on Fundamental Changes					78
Section 8.8				Change in Nature of Business					79
Section 8.9				Transactions with Affiliates					79
Section 8.10				Restrictions on Subsidiary Distributions; No New Negative Pledge					79
Section 8.11				Modification of Constituent Documents					80

ii

TABLE OF CONTENTS
(continued)

								Page
Section 8.12				Modification of Certain Documents and Certain Debt					80
Section 8.13				Modification of Debt Agreements					80
Section 8.14				Accounting Changes; Fiscal Year					80
Section 8.15				Margin Regulations					80
Section 8.16				Operating Leases; Sale and Leasebacks Transactions					80
Section 8.17				No Speculative Transactions					81
Section 8.18				Compliance with ERISA					81
Section 8.19				Environmental					81
ARTICLE IX				EVENTS OF DEFAULT					81
Section 9.1				Events of Default					81
Section 9.2				Remedies					82
Section 9.3				Actions in Respect of Letters of Credit					83
ARTICLE X				THE ADMINISTRATIVE AGENTS					84
Section 10.1				Authorization and Action					84
Section 10.2				Agent’s Reliance, Etc					85
Section 10.3				The Agents Individually					85
Section 10.4				Lender Credit Decision					85
Section 10.5				Indemnification					85
Section 10.6				Successor Agents					86
Section 10.7				Concerning the Collateral and the Collateral Documents					87
Section 10.8				Collateral Matters Relating to Related Obligations					89
Section 10.9				Posting of Approved Electronic Communications					89
Section 10.10				Syndication Agent; Co-Documentation Agents; Arrangers					90
ARTICLE XI				MISCELLANEOUS					90
Section 11.1				Amendments, Waivers, Etc					90
Section 11.2				Assignments and Participations					93
Section 11.3				Costs and Expenses					96
Section 11.4				Indemnities					97
Section 11.5				Limitation of Liability					98
Section 11.6				Right of Set-off					98
Section 11.7				Sharing of Payments, Etc					99
Section 11.8				Notices, Etc					99
Section 11.9				No Waiver; Remedies					101
Section 11.10				Binding Effect					101
Section 11.11				Governing Law					101
Section 11.12				Submission to Jurisdiction; Service of Process					101
Section 11.13				Waiver of Jury Trial					102
Section 11.14				Marshaling; Payments Set Aside					102
Section 11.15				Section Titles					102
Section 11.16				Execution in Counterparts					102
Section 11.17				Effect on Collateral Documents					102
Section 11.18				Entire Agreement					102
Section 11.19				Confidentiality					103

iii

SCHEDULES 

Schedule I				-				Commitments
Schedule II				-				Applicable Lending Offices and Addresses for Notices
Schedule 4.2				-				Consents
Schedule 4.3				-				Ownership of Warnaco Entities
Schedule 4.15				-				Labor Matters
Schedule 4.16				-				ERISA Matters
Schedule 4.19				-				Real Property
Schedule 7.14				-				Post Closing Matters
Schedule 8.1				-				Existing Indebtedness
Schedule 8.2				-				Existing Liens
Schedule 8.3				-				Existing Investments
Schedule 8.4				-				Permitted Asset Sales
EXHIBITS
Exhibit A				-				Form of Assignment and Acceptance
Exhibit B-1				-				Form of Revolving Credit Note
Exhibit B-2				-				Form of Term Note
Exhibit C				-				Form of Notice of Borrowing
Exhibit D				-				Form of Letter of Credit Request
Exhibit E				-				Form of Borrowing Base Certificate
Exhibit F				-				Form of Notice of Conversion or Continuation
Exhibit G				-				Form of Opinion of Counsel for the Loan Parties
Exhibit H				-				Form of Compliance Certificate
Exhibit I				-				Form of Pledge and Security Agreement
Exhibit J				-				Form of Guaranty
Exhibit K				-				Form of Intercreditor Agreement

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 31, 2006, among Warnaco Inc., a Delaware corporation, (the ‘‘Borrower’’), The Warnaco Group, Inc., a Delaware corporation (‘‘Group’’), the Lenders (as defined below), the Issuers (as defined below), Citicorp North America, Inc. (‘‘CNAI’’), as administrative agent for the Revolving Credit Facility (as defined below) (in such capacity, the ‘‘Revolving Facility Agent’’), as administrative agent for the Term Loan Facility (as defined below) (in such capacity, the ‘‘Term Facility Agent’’ and together with the Revolving Facility Agent, collectively, in such capacities, the ‘‘Administrative Agents’’) and as collateral agent for the Lenders and the Issuers (in such capacity, the ‘‘Collateral Agent’’), JPMorgan Chase Bank, N.A., as syndication agent for the Lenders and the Issuers (in such capacity, the ‘‘Syndication Agent’’ and together with the Administrative Agents and the Collateral Agent, collectively, the ‘‘Agents’’) and Bank of America, NA, The CIT Group/Commercial Services, Inc., and Wachovia Capital Finance Corporation (Central) f/k/a Congress Financial Corporation (Central), each as a co-documentation agent for the Lenders and Issuers (in such capacity, collectively, the ‘‘Co-Documentation Agents’’), which amends and restates in its entirety the Existing Credit Agreement referred to below.

W i t n e s s e t h:

WHEREAS, on June 11, 2001, Group, the Borrower and each of Group’s other Domestic Subsidiaries (as defined below) each filed a voluntary petition for relief (collectively, the ‘‘Cases’’) under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (the ‘‘Bankruptcy Court’’);

WHEREAS, on October 1, 2002, Group, the Borrower and Group’s other Domestic Subsidiaries filed a Plan of Reorganization (as amended prior to the date hereof, the ‘‘Plan of Reorganization’’) and related Disclosure Statement with the Bankruptcy Court in the Cases;

WHEREAS, pursuant to the Plan of Reorganization, the Borrower entered into that certain Credit Agreement, dated as of February 4, 2003 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the ‘‘Existing Credit Agreement’’), by and among the Borrower, Group, the financial institutions from time to time party thereto as lenders (the ‘‘Existing Lenders’’), the financial institutions from time to time party thereto as letter of credit issuers, CNAI, as administrative agent and collateral agent for the Existing Lenders (the ‘‘Existing Agent’’), JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, NA, The CIT Group/Commercial Services, Inc., and Wachovia Capital Finance Corporation (Central) f/k/a Congress Financial Corporation (Central), as co-documentation agents;

WHEREAS, the Borrower has requested that the Lenders and the Issuers make available to the Borrower for the purposes specified in this Agreement (as defined below), a term loan facility and a revolving credit and letter of credit facility;

WHEREAS, the Lenders and Issuers are willing to make available to the Borrower such term loan facility and revolving credit and letter of credit facility upon the terms and subject to the conditions set forth herein;

WHEREAS, the Borrower has requested, and the other parties hereto have agreed, that the Existing Credit Agreement be amended and restated on the terms set forth herein; and

WHEREAS, it is the intention of the parties hereto that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Credit Agreement or evidence payment of all or any such obligations and liabilities;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

 ARTICLE I 

 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS 

Section 1.1 Defined Terms.    As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

1

‘‘Account’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Account Debtor’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Adjusted Orderly Liquidation Value Rate’’ means 85% of the Orderly Liquidation Value Rate.

‘‘Administrative Agents’’ has the meaning specified in the preamble to this Agreement.

‘‘Advance Rate’’ means the rates set forth below, in each case up to the rate set forth opposite such category of Collateral:

CATEGORY				RATE
Eligible Receivables				75%
Eligible Finished Inventory				69%
Eligible Other Inventory consisting of:
Raw Materials				27%
Inventory covered by Documentary Letters of Credit				50%
Work in Process				5%;

provided, that (a) if at any time the product of (i) the Adjusted Orderly Liquidation Value Rate and (ii) the sum of Eligible Finished Inventory and Eligible Other Inventory of each Loan Party (valued, in each case, at the lower of cost and market on a first-in, first-out basis) (the ‘‘Inventory Orderly Liquidation Value’’) is less than the aggregate Borrowing Base attributable to such Inventory (calculated using the above Advance Rates), then, at the sole discretion of the Revolving Facility Agent, exercised reasonably, the effective Advance Rates for Eligible Finished Inventory and Eligible Other Inventory will be adjusted (until delivery of the next Appraisal) to levels that would cause such Advance Rates to effectively equal the Adjusted Orderly Liquidation Value Rate; and (b) any reduction in the foregoing advance rates (or any increase up to the rates set forth above), shall be determined by the Revolving Facility Agent in its sole discretion exercised reasonably and shall take effect 10 Business Days (or, if pursuant to clause (a) above, three (3) Business Days) after the Revolving Facility Agent delivers written notice thereof to the Borrower.

‘‘Affiliate’’ means, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, each officer, director, general partner or joint-venturer of such Person, and each Person who is the beneficial owner of 10% or more of any class of Voting Stock of such Person. For the purposes of this definition, ‘‘control’’ means the possession of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

‘‘Affiliated Account Debtor’’ means, (a) in relation to an Account Debtor that is a Governmental Authority, any other Account Debtor that is a Governmental Authority, and (b) in relation to an Account Debtor that is not a Governmental Authority, each Account Debtor that is an Affiliate of such Account Debtor.

‘‘Agents’’ has the meaning specified in the preamble to this Agreement.

‘‘Agent Affiliate’’ has the meaning specified in Section 10.9(c).

‘‘Agreement’’ means this Amended and Restated Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time), which amends and restates in its entirety the Existing Credit Agreement.

‘‘Alternative Currency’’ means the lawful currency of each of the European Union, the United Kingdom, Canada and Hong Kong, provided that in each case such currency is freely transferable into Dollars.

‘‘Applicable Lending Office’’ means, with respect to each Lender, its Domestic Lending Office, in the case of a Base Rate Loan, and its Eurodollar Lending Office, in the case of a Eurodollar Rate Loan.

2

‘‘Applicable Margin’’ means

(a) with respect to Term Loans, (i) for Base Rate Loans, a rate equal to 0.50% per annum and (ii) for Eurodollar Loans, a rate equal to 1.50% per annum; and

(b) with respect to Revolving Loans and Swing Loans, as of any date of determination, a per annum rate equal to the rate set forth below opposite the applicable type of Loan and the then applicable Leverage Ratio of Group (determined on the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1(b) or Section 6.1(c)) set forth below:

LEVERAGE RATIO				BASE RATE LOANS				EURODOLLAR RATE LOANS
Greater than or equal to 2.5 to 1				0.75%				1.75%
Less than 2.5 to 1 and equal to or greater than 2.25 to 1				0.50%				1.50%
Less than 2.25 to 1 and equal to or greater than 2.00 to 1				0.50%				1.50%
Less than 2.0 to 1				0.25%				1.25%

Changes in the Applicable Margin resulting from a change in the Leverage Ratio on the last day of any subsequent Fiscal Quarter shall become effective as to all Revolving Loans 10 Business Days after delivery by the Borrower to the Administrative Agents of new Financial Statements pursuant to Section 6.1(b) or Section 6.1(c) as applicable. Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Leverage Ratio of Group), if the Borrower shall fail to deliver such Financial Statements within any of the time periods required under Section 6.1(b) or Section 6.1(c) (as either such section has been amended, waived or otherwise modified), the Applicable Margin from and including the day on which such Financial Statements were due, to but not including the date the Borrower delivers to the Administrative Agents such Financial Statements, shall equal the highest possible Applicable Margin provided for by this definition.

‘‘Applicable Unused Commitment Fee Rate’’ means, as of any date of determination, a per annum rate equal to the rate set forth below opposite the then applicable Leverage Ratio of Group (determined on the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1(b) or Section 6.1(c)) set forth below:

LEVERAGE RATIO				UNUSED COMMITMENT FEE RATE
Greater than or equal to 2.5 to 1				0.375%
Less than 2.5 to 1 and equal to or greater than 2.25 to 1				0.375%
Less than 2.25 to 1 and equal to or greater than 2.00 to 1				0.325%
Less than 2.0 to 1				0.25%

Changes in the Applicable Unused Commitment Fee Rate resulting from a change in the Leverage Ratio on the last day of any subsequent Fiscal Quarter shall become effective 10 Business Days after delivery by the Borrower to the Administrative Agents of new Financial Statements pursuant to Section 6.1(b) or Section 6.1(c) as applicable. Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Leverage Ratio of Group), if the Borrower shall fail to deliver such Financial Statements within any of the time periods required under Section 6.1(b) or Section 6.1(c) (as either such section has been amended, waived or otherwise modified), the Applicable Unused Commitment Fee Rate from and including the day on which such Financial Statements were due, to but not including the date the Borrower delivers to the Administrative Agents such Financial Statements, shall equal the highest possible Applicable Unused Commitment Fee Rate provided for by this definition.

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‘‘Appraisal’’ means each appraisal that is conducted prior to, on or after the Closing Date pursuant to Section 6.12(b) for purposes of determining the Borrowing Base, in form and substance acceptable to the Revolving Facility Agent and performed by an appraiser that is satisfactory to the Revolving Facility Agent.

‘‘Approved Electronic Communications’’ means each notice, demand, communication, information, document and other material that any Loan Party is obligated to, or otherwise chooses to, provide to any Agent pursuant to any Loan Document or the transactions contemplated therein, including (a) any supplement to the Guaranty, any joinder to the Pledge and Security Agreement and any other written Contractual Obligation delivered or required to be delivered in respect of any Loan Document or the transactions contemplated therein and (b) any Financial Statement, financial and other report, notice, request, certificate and other information material, provided, however, that, ‘‘Approved Electronic Communication’’ shall exclude (x) any Notice of Borrowing, Letter of Credit Request, Swing Loan Request, Notice of Conversion or Continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice pursuant to Section 2.8 or Section 2.9 and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor, (iii) any notice of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article II or Section 2.4(a) or any other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

‘‘Approved Electronic Platform’’ has the meaning specified in Section 10.9.

‘‘Approved Fund’’ means any Fund that is advised or managed by (a) an Agent or a Lender, (b) an Affiliate of any Agent or any Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender.

‘‘Arrangers’’ means Citigroup Global Markets Inc. and J.P.Morgan Securities, Inc., as joint lead arrangers.

‘‘Asset Sale’’ has the meaning specified in Section 8.4.

‘‘Assignment and Acceptance’’ means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the applicable Administrative Agent, in substantially the form of Exhibit A.

‘‘Assumption Agreement’’ means an assumption agreement entered into by a Lender or an Eligible Assignee pursuant to Section 2.18, in form acceptable to the applicable Administrative Agent.

‘‘Authentic Receivable’’ means an Eligible Receivable owned by Authentic Fitness Products, Inc. or a Subsidiary thereof.

‘‘Availability Reserves’’ means, as of three (3) Business Days after the date of written notice of any determination thereof to the Borrower by the Revolving Facility Agent, such amounts as the Revolving Facility Agent may from time to time establish against the Revolving Credit Facility, in the Revolving Facility Agent’s sole discretion exercised reasonably, in order to (a) preserve the value of the Collateral or the Collateral Agent’s Lien thereon and/or (b) provide for the payment of unanticipated liabilities of any of the Loan Parties arising after the Closing Date and/or (c) provide for the effect, or anticipated effect, of the loss of the benefit to the Warnaco Entities of a Material License.

‘‘Available Credit’’ means, at any time, (a) the lesser of (i) the Revolving Credit Commitments in effect at such time and (ii) the Borrowing Base (plus the amount of Letter of Credit Obligations in respect of Cash Collateralized Letters of Credit) at such time minus (b) the sum of (i) the aggregate Revolving Credit Outstandings at such time and (ii) the aggregate amount of any Availability Reserve in effect at such time.

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‘‘Bailee’s Letter’’ means a letter in form and substance acceptable to the Revolving Facility Agent and executed by any Person (other than a Loan Party) that is in possession of Inventory on behalf of a Loan Party pursuant to which such Person acknowledges, among other things, the Collateral Agent’s Lien with respect thereto.

‘‘Bankruptcy Code’’ means title 11, United States Code, as amended from time to time.

‘‘Bankruptcy Court’’ shall have the meaning specified in the recitals to this Agreement or shall mean any other court having competent jurisdiction over the Cases.

‘‘Base Rate’’ means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal at all times to the highest of:

(A) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;

(B) the sum (adjusted to the nearest 0.25% or, if there is no nearest 0.25%, to the next higher 0.25%) of (i) 0.5% per annum plus (ii) the rate per annum obtained by dividing (A) the latest three week moving average of secondary market morning offering rates in the United States for three month certificates of deposit of major United States money market banks, such three week moving average being determined weekly on each Monday (or, if any such day is not a Business Day, on the next succeeding Business Day) for the three week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three week period by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for Citibank in respect of liabilities consisting of or including (among other liabilities) three month U.S. dollar nonpersonal time deposits in the United States, plus (iii) the average during such three week period of the maximum annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring Dollar deposits in the United States; and

(C) the sum of (i) 0.5% per annum plus (ii) the Federal Funds Rate.

‘‘Base Rate Loan’’ means any Loan during any period in which it bears interest based on the Base Rate.

‘‘Blocked Account’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Blocked Account Bank’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Blocked Account Letter’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Borrower’’ has the meaning set forth in the preamble to this Agreement.

‘‘Borrowing’’ means a Revolving Credit Borrowing or a Term Loan Borrowing.

‘‘Borrowing Base’’ means, at any time, the Dollar Equivalent of (a) the sum of (i) the product of the Advance Rate then in effect for Eligible Receivables and the face amount of all Eligible Receivables of each Loan Party (calculated net of all finance charges, late fees and other fees which are unearned, sales, excise or similar taxes, and credits or allowances granted at such time), and (ii) the sum of (x) the product of the Advance Rate then in effect for each type of Eligible Finished Inventory of such Loan Party and such type of Eligible Finished Inventory of each Loan Party (valued, in each case, at the lower of cost and market on a first-in, first-out basis), and (y) the product of the Advance Rate then in effect for each type of Eligible Other Inventory of such Loan Party and such type of Eligible Other Inventory of each Loan Party (valued, in each case, at the lower of cost and market on a first-in, first-out basis) minus (b) any Eligibility Reserve, and, in the case of Eligible Receivables, any Dilution Reserve then in effect.

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‘‘Borrowing Base Certificate’’ means a certificate to be executed and delivered from time to time by the Borrower to the Revolving Facility Agent substantially in the form of Exhibit E.

‘‘Business Day’’ means a day of the year on which banks are not required or authorized to close in New York City, and, (a) in the case of Letters of Credit Issued in Euros or within the European Union, in London, (b) in the case of Letters of Credit Issued in Canadian dollars or in Canada, in Canada, (c) in the case of Letters of Credit Issued in Hong Kong dollars or in Hong Kong, in Hong Kong, and, (d) if the applicable Business Day relates to notices, determinations, fundings and payments in connection with the Eurodollar Rate or any Eurodollar Rate Loans, a day on which dealings in Dollar deposits are also carried on in the London interbank market.

‘‘Capital Expenditures’’ means, with respect to any Person for any period, the aggregate of amounts that would be reflected as additions to property, plant or equipment on a consolidated balance sheet of such Person and its Subsidiaries on a consolidated basis prepared in conformity with GAAP, excluding (i) interest capitalized during construction, (ii) amounts expended on leasehold improvements for which such Person has received a commitment of reimbursement from the landlord; provided, that if any such amount is not reimbursed within six months after the expenditure (the ‘‘Reimbursement Expiration Date’’), such amount will be counted towards Capital Expenditures as if such amount had be expended on the Reimbursement Expiration Date, (iii) amounts credited to, or received by, any Warnaco Entity in connection with a substantially contemporaneous trade in, (iv) reinvestments of Net Cash Proceeds in replacement assets pursuant to Section 2.9(c)(i) and (v) amounts expended on the construction of a new distribution facility in Pennsylvania for Calvin Klein, Intimate Apparel and Chaps products permitted by Section 8.1(m) (Indebtedness).

‘‘Capital Lease’’ means, with respect to any Person, any lease of property by such Person as lessee which would be accounted for as a capital lease on a balance sheet of such Person prepared in conformity with GAAP.

‘‘Capital Lease Obligations’’ means, with respect to any Person, the capitalized amount of all obligations of such Person or any of its Subsidiaries under Capital Leases, as determined on a consolidated basis in conformity with GAAP.

‘‘Cases’’ has the meaning specified in the recitals hereto.

‘‘Cash Collateral Account’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Cash Equivalents’’ means (a) securities issued or fully guaranteed or insured by the United States government or any agency thereof (including, without limitation, the Federal Home Loan Mortgage Association, the Federal Home Loan Bank, the Federal National Mortgage Association and the Governmental National Mortgage Association) or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, (b) certificates of deposit, eurodollar time deposits, overnight bank deposits and bankers’ acceptances of any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations) which, at the time of acquisition, are rated at least ‘‘A-1’’ by Standard & Poor’s Rating Services (‘‘S&P’’) or ‘‘P-1’’ by Moody’s Investors Services, Inc. (‘‘Moody’s’’), (c) commercial paper of an issuer rated at least ‘‘A-1’’ by S&P or ‘‘P-1’’ by Moody’s, and (d) shares of any money market fund that (i) has at least 95% of its assets invested continuously in the types of investments referred to in clauses (a) through (c) above, (ii) has net assets of not less than $500,000,000 and (iii) is rated at least ‘‘A-1’’ by S&P or ‘‘P-1’’ by Moody’s; provided, however, that the maturities of all obligations of the type specified in clauses (a) through (c) above shall not exceed 365 days.

‘‘Cash Interest Expense’’ means, with respect to any Person for any period, the Interest Expense of such Person for such period less the Non-Cash Interest Expense of such Person for such period.

‘‘Cash Management Obligation’’ means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including bank guaranties (in an aggregate amount not to exceed the Dollar Equivalent of $5,000,000 at any time), treasury, depository, overdraft, credit or debit card, electronic funds transfer, automatic clearing house

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and other cash management arrangements) provided after the date hereof (regardless of whether these or similar services were provided prior to the Closing Date by any Agent, Lender or any Affiliate of any Agent or Lender) by any Agent, Lender or any Affiliate of any Agent or Lender in connection with this Agreement or any Loan Document, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

‘‘Cash on Hand’’ means an amount equal to the amount of cash and Cash Equivalents on deposit in the Cash Collateral Accounts less the aggregate amount of accounts payable and other unpaid expenses of the Warnaco Entities which, in Group’s reasonable judgment, are in excess of ordinary course accounts payable and unpaid expenses as certified in a certificate of a Responsible Officer of Group delivered to the Administrative Agents prior to the consummation of a Proposed Acquisition.

‘‘CERCLA’’ means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

‘‘CERCLIS’’ means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

‘‘Change of Control’’ means any of the following: (a) Group shall at any time cease to have legal and beneficial ownership of 100% of the capital stock of the Borrower, or, directly or indirectly, any other Loan Party (except if such other Loan Party shall be disposed of pursuant to an Asset Sale permitted by Section 8.4 or if such parties shall merge, liquidate or dissolve in accordance with Section 8.7); or (b) any Person, or two or more Persons acting in concert, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of Group (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of Group; or (c) any Person, or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, the power to exercise, directly or indirectly, a controlling influence over the management or policies of Group, or control over Voting Stock of Group (or other securities convertible into such securities) representing 35% or more of combined voting power of all Voting Stock of Group or (d) any ‘‘Change of Control’’ as defined in the Senior Note Indenture.

‘‘Chargeback’’ means a deduction from a Receivable taken by a customer.

‘‘Chattel Paper’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Citibank’’ means Citibank, N.A., a national banking association.

‘‘Closing Date’’ means the first date on which each of the conditions set forth in Section 3.1 have been satisfied.

‘‘CNAI’’ has the meaning specified in the preamble to this Agreement.

‘‘Co-Documentation Agents’’ has the meaning specified in the preamble to this Agreement.

‘‘Code’’ means the Internal Revenue Code of 1986 (or any successor legislation thereto), as amended from time to time.

‘‘Collateral’’ means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted under any Collateral Document, including the Revolving Priority Collateral and the Specified IP Collateral.

‘‘Collateral Agent’’ has the meaning specified in the preamble to this Agreement.

‘‘Collateral Documents’’ means the Pledge and Security Agreement, other pledge or security agreements, the Mortgages, the Blocked Account Letters, the Restricted Account Letters, the Control Account Agreements and any other document executed and delivered by a Loan Party granting a Lien on any of its property to secure payment of the Secured Obligations.

‘‘Collateralized Letters of Credit’’ means the Letters of Credit designated by the Borrower in writing to the Revolving Facility Agent simultaneously with (but no more frequently than once per

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week) the delivery of the Borrowing Base Certificate required by Section 6.12(a) (Borrowing Base Determination) as ‘‘Collateralized Letters of Credit’’ with respect to which the Borrower maintains funds in the Special Cash Collateral Account as required by Section 2.4(m) (Letters of Credit). The Borrower may not designate any Letter of Credit as a Collateralized Letter of Credit if a Default or an Event of Default shall have occurred and is continuing. The Borrower may withdraw its designation as ‘‘Collateralized Letters of Credit’’ of one or more of the Letters of Credit so designated by written notice to the Revolving Facility Agent delivered simultaneously with (but no more frequently than once per week) the delivery of the Borrowing Base Certificate required by Section 6.12(a) (Borrowing Base Determination).

‘‘Collections’’ means, with respect to any Receivable: (a) all funds that are received by any Loan Party in payment of any amounts owed in respect of such Receivable (including purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Account Debtor or any other Person directly or indirectly liable for the payment of such Receivable and available to be applied thereon) and (b) all other proceeds of such Receivable.

‘‘Commitment’’ means, with respect to any Lender, such Lender’s Revolving Credit Commitment, if any, and such Lender’s Term Loan Commitment, if any, and ‘‘Commitments’’ means the aggregate Revolving Credit Commitments and Term Loan Commitments of all Lenders.

‘‘Compliance Certificate’’ has the meaning specified in Section 6.1(d).

‘‘Consolidated Current Assets’’ means, with respect to any Person at any date, the total Consolidated current assets (other than cash and Cash Equivalents) of such Person and its Subsidiaries at such date.

‘‘Consolidated Current Liabilities’’ means, with respect to any Person at any date, all liabilities of such Person and its Subsidiaries at such date that should be classified as current liabilities on a Consolidated balance sheet of such Person and its Subsidiaries, but excluding, in the case of Group the sum of (a) the principal amount of any current portion of long-term Financial Covenant Debt and (b) (without duplication of clause (a) above) the then outstanding principal amount of the Loans.

‘‘Consolidated Net Income’’ means, for any Person for any period, the net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in conformity with GAAP; provided, however, that (a) the net income of any other Person in which such Person or one of its Subsidiaries has a joint interest with a third party (which interest does not cause the net income of such other Person to be consolidated into the net income of such Person in accordance with GAAP) shall be included only to the extent of the amount of dividends or distributions paid to such Person or Subsidiary, (b) the net income of any Subsidiary of such Person that is subject to any restriction or limitation on the payment of dividends or the making of other distributions shall be excluded to the extent of such restriction or limitation, (c) any net gain (or loss) resulting from an Asset Sale by such Person or any of its Subsidiaries other than in the ordinary course of business shall be excluded, and (d) extraordinary gains and losses and any one-time increase or decrease to net income which is required to be recorded because of the adoption of new accounting policies, practices or standards required by GAAP shall be excluded.

‘‘Constituent Documents’’ means, with respect to any Person, (a) the articles/certificate of incorporation (or the equivalent organizational documents) of such Person, (b) the by-laws (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election and duties of the directors or managing members of such Person (if any) and the designation, amount and/or relative rights, limitations and preferences of any class or series of such Person’s Stock.

‘‘Contaminant’’ means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any petroleum or petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.

‘‘Contractual Obligation’’ of any Person means any obligation, agreement, undertaking or similar provision of any Security issued by such Person or of any agreement, undertaking, contract, lease,

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indenture, mortgage, deed of trust or other instrument (excluding a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its properties is subject.

‘‘Control Account’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Control Account Agreement’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Corporate Chart’’ means a corporate organizational chart, list or other similar document in each case in form reasonably acceptable to the Administrative Agents and setting forth, for each Person that is a Loan Party, that is subject to Section 7.11 or that is a Subsidiary of any of them, (a) the full legal name of such Person (and any trade name, fictitious name or other name such Person may have had or operated under), (b) the jurisdiction of organization, the organizational number (if any) and the tax identification number (if any) of such Person, (c) the location of such Person’s chief executive office (or sole place of business) and (d) the number of shares of each class of such Person’s Stock authorized (if applicable), the number outstanding as of the date of delivery and the number and percentage of such outstanding shares for each such class owned (directly or indirectly) by any Loan Party or any Subsidiary of any of them.

‘‘Credit and Collection Policy’’ means, as the context may require, those receivables credit and collection policies and practices of the Loan Parties in effect on the Closing Date and as disclosed in writing to the Lenders, as such credit and collection policies and practices may be modified with the prior written consent of the Revolving Facility Agent.

‘‘Customary Permitted Liens’’ means, with respect to any Person, any of the following Liens:

(a) Liens with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due and payable or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP, or deposits or pledges to obtain the release of any such Liens;

(c) deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money), public or statutory obligations, and surety, stay, appeal, customs or performance bonds, or similar obligations arising in each case in the ordinary course of business;

(d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances or such other matters as disclosed in Mortgagee’s Title Insurance Policy on the use of Real Property which do not materially detract from the value of such Real Property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such Real Property;

(e) encumbrances arising under leases or subleases of Real Property which do not in the aggregate materially detract from the value of such Real Property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such Real Property; and

(f) financing statements of a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business.

‘‘Debt Issuance’’ means the incurrence of Indebtedness of the type specified in clause (a) and (b) of the definition of ‘‘Indebtedness’’ by Group or any of its Subsidiaries.

‘‘Default’’ means any event which with the passing of time or the giving of notice or both would become an Event of Default.

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‘‘Defaulted Receivable’’ means a Receivable:

(g) in the case of a Receivable that is not an Extended Term Receivable, as to which any payment, or part thereof, remains unpaid for 91 days or more from the original due date for such payment,

(h) in the case of a Receivable that is an Extended Term Receivable, as to which any payment, or part thereof, remains unpaid for 30 days or more from the original due date for such payment,

(i) the Account Debtor of such Receivable (or any other Person obligated thereon or owning any Related Security with respect thereto) has: (i) filed a petition for bankruptcy or any other relief under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization or relief of debtors; (ii) made an assignment for the benefit of creditors; (iii) had filed against it any petition or other application for relief under the Bankruptcy Code or any such other law; (iv) has failed, suspended business operations, become insolvent, called a meeting of its creditors for the purpose of obtaining any financial concession or accommodation; or (v) had or suffered a receiver or a trustee to be appointed for all or a significant portion of its assets or affairs, or

(j) which, has been, or, consistent with the Credit and Collection Policy would be, written off such Loan Party’s books as uncollectible.

‘‘Deposit Account’’ has the meaning given to such term in the UCC.

‘‘Dilution’’ means, at any given time in respect of all Accounts of the Loan Parties, 100 times a quotient, (a) the numerator of which is the sum (for the most recent twelve months) of any net credits, rebates, markdowns, freight charges, cash discounts, volume, early payment and other discounts, cooperative advertising expenses, warranties, warehouse and other allowances, disputes, chargebacks, defective returns, other returned or repossessed goods, reductions in balance in respect of billing errors or adjustments to estimated billing settlements for defective products or other reasons, allowances for early payments and other similar allowances that are made or coordinated with the usual practices of the Borrowers owning such Account and (b) the denominator of which is the sum (for the most recent twelve months) of the gross amount of any sales made on account (including, without limitation, the original balances of such Accounts); and in any event shall be calculated monthly in accordance with the methodology utilized in connection with the Existing Credit Agreement.

‘‘Dilution Reserve’’ means, effective as of three (3) Business Days following the date of written notice of any determination thereof to the Borrower by the Revolving Facility Agent, such amounts as the Revolving Facility Agent may from time to time establish against the gross amounts of Eligible Receivables, calculated in accordance with the formula set forth in the table below:

DILUTION REPORTED BY THE BORROWER IN MOST RECENT BORROWING BASE CERTIFICATE DELIVERED TO THE REVOLVING FACILITY AGENT				DILUTION RESERVE AS A PERCENTAGE OF ELIGIBLE RECEIVABLES
Less than or equal to 15%				0.00%
Greater than 15% and equal to or less than 17.5%				3.34%
Greater than 17.5% and equal to or less than 20%				6.67%
Greater than 20% and equal to or less than 25%				13.33%
Greater than 25% and equal to or less than 30%				20.00%
Greater than 30%				In the sole discretion of the Revolving Facility Agent, exercised reasonably

‘‘Document’’ has the meaning specified in Article 9 of the UCC.

‘‘Documentary Letter of Credit’’ means any Letter of Credit Issued by an Issuer pursuant to Section 2.4 for the account of the Borrower, which is drawable upon presentation of documents evidencing the sale or shipment of goods purchased by Group or any of its Subsidiaries in the ordinary course of its business.

‘‘Dollar Equivalent’’ of any amount means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative

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Currency, the equivalent of such amount in Dollars determined by using the mid-range rate of exchange quoted by the Wall Street Journal for such Alternative Currency under its ‘‘Exchange Rates’’ column on the Business Day preceding the date of determination and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agents using any method of determination they reasonably deem appropriate; provided, however, if such amount is expressed in an Alternative Currency and such amount relates to the Issuance of a Letter of Credit by any Issuer, the ‘‘Dollar Equivalent’’ shall mean the equivalent of such amount in Dollars as determined by such Issuer using any customary method of determination it reasonably deems appropriate.

‘‘Dollars’’ and the sign ‘‘$’’ each mean the lawful money of the United States of America.

‘‘Domestic Lending Office’’ means, with respect to any Lender, the office of such Lender specified as its ‘‘Domestic Lending Office’’ opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Borrower and the applicable Administrative Agent.

‘‘Domestic Subsidiary’’ means any Subsidiary of Group organized under the laws of any state of the United States of America or the District of Columbia.

‘‘EBITDA’’ means, with respect to any Person for any period, an amount equal to (a) Consolidated Net Income of such Person for such period plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication, (i) any provision for income taxes, (ii) Interest Expense, (iii) loss from extraordinary items, (iv) loss from the sale, exchange or other disposition of capital assets, (v) depreciation, depletion and amortization of intangibles or financing or acquisition costs, (vi) all other non-cash charges and non-cash losses for such period, including non-cash charges relating to any change in the methodology of estimating reserves against Receivables and Inventory and (vii) any non-recurring transition expense incurred by the Warnaco Entities in connection with the Frankie Acquisition and the subsequent integration of Frankie Business and the Frankie Collection Business over the first six fiscal quarters after the Closing Date in an aggregate amount not to exceed $10,000,000 minus (c) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication, (i) any credit for income tax, (ii) interest income, (iii) gains from extraordinary items for such period, (iv) any aggregate net gain from the sale, exchange or other disposition of capital assets by such Person, (v) any other non-cash gains which have been added in determining Consolidated Net Income and (vi) cash payments for charges that have been reserved.

‘‘Eligibility Reserve’’ means, effective as of three (3) Business Days after the date of written notice of any determination thereof to the Borrower by the Revolving Facility Agent, such amounts as the Revolving Facility Agent, in its sole discretion exercised reasonably, may from time to time establish against the gross amounts of Eligible Receivables, Eligible Finished Inventory or Eligible Other Inventory, to reflect (a) risks or contingencies arising after the Closing Date which may affect any one or class of such items and which have not already been taken into account in the calculation of the Borrowing Base, (b) Cash Management Obligations owing to the Agents that constitute Secured Obligations as of the date of the most recent report delivered to the Revolving Facility Agent pursuant to Section 6.12(e) and (c)(i) at any time that Available Credit is less than $50,000,000 or during an Event of Default, upon the written request of any Lender that is (or whose Affiliate is) party to a Hedging Contract, the aggregate obligations of the Borrower under such Hedging Contract calculated on a mark to market basis or (ii) at any time that any such Hedging Contract has been terminated, the amount due and owing pursuant to such Hedging Contract.

‘‘Eligible Assignee’’ means (a) a Lender or an Affiliate or Approved Fund of any Lender or Agent, (b) a commercial bank having total assets whose Dollar Equivalent exceeds $5,000,000,000, (c) a finance company, insurance company or any other financial institution or Fund, in each case reasonably acceptable to the applicable Administrative Agent and regularly engaged in making, purchasing or investing in loans and having a net worth, determined in accordance with GAAP, whose Dollar Equivalent exceeds $500,000,000 (or, to the extent net worth is less than such amount, a finance

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company, insurance company, other financial institution or Fund, reasonably acceptable to the applicable Administrative Agent) or (d) a savings and loan association or savings bank organized under the laws of the United States or any State thereof having a net worth, determined in accordance with GAAP, whose Dollar Equivalent exceeds $500,000,000.

‘‘Eligible Finished Inventory’’ means the Inventory of a Loan Party (other than any Inventory which has been consigned by such Loan Party) including only finished goods:

(a) which is owned solely by a Loan Party,

(b) with respect to which the Collateral Agent has a valid and perfected first priority Lien,

(c) with respect to which no representation or warranty contained in any of the Loan Documents has been breached,

(d) which is not, in the Revolving Facility Agent’s sole discretion exercised reasonably, obsolete or unmerchantable,

(e) with respect to which (in respect of any Inventory labeled with a brand name or trademark and sold by a Loan Party pursuant to a trademark owned by a Loan Party or a license granted to a Loan Party) the Collateral Agent would have rights pursuant to this Agreement or any other agreement satisfactory to the Revolving Facility Agent to sell such Inventory in connection with a liquidation thereof, and

(f) which the Revolving Facility Agent has not deemed to be ineligible based on such credit and collateral considerations relating thereto as the Revolving Facility Agent may, in its sole discretion exercised reasonably, deem appropriate and as to which the Revolving Facility Agent provides the Borrower three (3) Business Days prior notice.

No Inventory of a Loan Party Borrower shall be Eligible Finished Inventory if such Inventory consists of (i) goods returned or rejected by customers other than goods that are undamaged or are resalable in the normal course of business, (ii) goods to be returned to suppliers, (iii) goods in transit or (iv) goods located, stored, used or held at the premises of a third party unless (A) the Collateral Agent shall have received a Landlord Waiver or Bailee’s Letter or (B) in the case of Inventory located at a leased premises, an Eligibility Reserve in an amount equal to the aggregate of three months gross lease payments (or, in the case of Eligible Finished Inventory located at the premises of Floor-Ready Apparel Company LLC, 6 weeks of average budgeted payments) or otherwise satisfactory to the Revolving Facility Agent shall have been established with respect thereto.

‘‘Eligible Foreign Account Debtor’’ means an Account Debtor (i) who is organized under the laws of a country other than the United States or any state thereof, (ii) whose Receivables are denominated and payable only in Dollars in the United States, and (iii) the obligations of which are supported by a letter of credit which letter of credit names the Collateral Agent as beneficiary for the benefit of the Secured Parties or in respect of which the issuer has consented to the assignment to the Collateral Agent of the proceeds thereof.

‘‘Eligible Other Inventory’’ means the Inventory of a Loan Party (other than finished goods and other than any Inventory which has been consigned by such Loan Party) including raw materials, works-in-process, parts and supplies:

(a) which is owned solely by a Loan Party and with respect to which the Collateral Agent has a valid and perfected first priority Lien,

(b) with respect to which no representation or warranty contained in any of the Loan Documents has been breached,

(c) which is not, in the Revolving Facility Agent’s sole discretion exercised reasonably, obsolete or unmerchantable,

(d) with respect to which (in respect of any Inventory labeled with a brand name or trademark and sold by such Loan Party pursuant to a trademark owned by a Loan Party or a license granted to a Loan Party) the Collateral Agent would have rights pursuant to this Agreement or any other agreement satisfactory to the Revolving Facility Agent to sell such Inventory in connection with a liquidation thereof, and

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(e) which the Revolving Facility Agent has not deemed to be ineligible based on such credit and collateral considerations relating thereto as the Revolving Facility Agent may, in its sole discretion exercised reasonably, deem appropriate and as to which the Revolving Facility Agent provides the Borrower three (3) Business Days prior notice.

No Inventory of a Loan Party shall be Eligible Other Inventory if such Inventory consists of (i) goods returned or rejected by customers other than goods that are undamaged or are resalable in the normal course of business, (ii) goods to be returned to suppliers, (iii) goods in transit or (iv) goods located, stored, used or held at the premises of a third party unless (A) the Collateral Agent shall have received a Landlord Waiver or Bailee’s Letter or (B) in the case of Inventory located at a leased premises, an Eligibility Reserve in an amount equal to the aggregate of three months gross lease payments or otherwise satisfactory to the Revolving Facility Agent shall have been established with respect thereto. Notwithstanding the foregoing, Eligible Other Inventory shall at any time be deemed to include eligible Inventory in an amount equal to the aggregate undrawn amount of Documentary Letters of Credit at such time.

‘‘Eligible Receivable’’ means, at any time, any Receivable:

(a) in respect of which the Account Debtor (i) (A) is organized under the laws of the United States or any state thereof and has its principal place of business located in the United States or (B) is an Eligible Foreign Account Debtor and (ii) is not an Affiliate of Group or any of its Subsidiaries,

(b) that does not have a stated maturity which is more than 90 days after the original invoice date of such Receivable unless such Receivable is an Extended Term Receivable, in which case it does not have a stated maturity which is more than 180 days after the original invoice date of such Receivable,

(c) that arises under a duly authorized Sales Contract for the sale and delivery of goods and services in the ordinary course of any Loan Party’s business,

(d) that is a legal, valid and binding obligation of the related Account Debtor, enforceable against such Account Debtor in accordance with its terms,

(e) that conforms in all material respects with all Requirements of Law,

(f) that is not the subject of any dispute, offset, holdback, defense, Lien (other than a Customary Permitted Lien) or other claim other than such adjustments in the ordinary course of the applicable Loan Party’s business as such Loan Party’s business is conducted on the date hereof (such Receivable to be ineligible to the extent of such dispute, offset, holdback, defense, Lien or claim),

(g) that satisfies all applicable requirements of the applicable Credit and Collection Policy,

(h) that has not been modified, waived or restructured since its creation,

(i) in which a Loan Party owns good and marketable title, free and clear of any Lien (other than a Customary Permitted Lien and Liens created by the Loan Documents), and that is freely assignable by the Loan Party (including without any consent of the related Account Debtor),

(j) for which the Collateral Agent, for the benefit of the Secured Parties, has a valid and enforceable perfected security interest therein and in the Related Security and Collections with respect thereto, in each case free and clear of any Lien (other than a Customary Permitted Lien and Liens created by the Loan Documents),

(k) that constitutes an account as defined in the UCC, and that is not evidenced by Instruments or Chattel Paper,

(l) that is not a Defaulted Receivable,

(m) that represents all or part of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940,

(n) for which the aggregate of the Defaulted Receivables owed by the related Account Debtor and any of its Affiliated Account Debtors does not exceed 50% of the outstanding balance of all Receivables owed by such Account Debtor,

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(o) which is denominated and payable only in Dollars in the United States,

(p) that represents amounts earned and payable by the Account Debtor that are not subject to the performance of additional services by any Loan Party,

(q) that has not been rewritten, canceled or rebilled or is not a Receivable that has resulted from a rewritten, canceled or rebilled Receivable, and

(r) that, when taken together with all other Eligible Receivables owed by such Account Debtor to the Loan Parties does not exceed 20% of the Eligible Receivables of the Loan Parties at such time (it being understood that only the excess of such Eligible Receivables over such 20% threshold shall be deemed ineligible pursuant to this clause, unless such Eligible Receivable is covered by credit insurance acceptable to the Revolving Facility Agent, in which case that portion of such Eligible Receivable in excess of the deductible for such credit insurance shall not be deemed ineligible pursuant to this clause);

provided, however, that in no event shall any Chargeback qualify as an Eligible Receivable.

‘‘Environmental Action’’ means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Contaminant or arising from alleged injury or threat to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

‘‘Environmental Laws’’ means all applicable Requirements of Law now or hereafter in effect and as amended or supplemented from time to time, relating to pollution or the regulation and protection of human health, safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C. § 5101 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic Substance Control Act, as amended (15 U.S.C. § 2601 et seq.); the Clean Air Act, as amended (42 U.S.C. § 7401 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their state and local counterparts or equivalents and any transfer of ownership notification or approval statute, including the Industrial Site Recovery Act (N.J. Stat. Ann. § 13:1K-6 et seq.).

‘‘Environmental Liabilities and Costs’’ means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute and whether arising under any Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, in each case relating to any environmental, health or safety condition or to any Release or threatened Release and resulting from the past, present or future operations of, or ownership of property by, such Person or any of its Subsidiaries.

‘‘Environmental Lien’’ means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

‘‘Environmental Permit’’ means any permit, approval, identification number, license or other authorization required under any Environmental Law.

‘‘ERISA’’ means the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to time.

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‘‘ERISA Affiliate’’ means any trade or business (whether or not incorporated) under common control or treated as a single employer with Group or any of its Subsidiaries within the meaning of Section 414 (b), (c), (m) or (o) of the Code.

‘‘ERISA Event’’ means (a) a reportable event described in Section 4043(b) or 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Title IV Plan or a Multiemployer Plan; (b) the withdrawal of the Borrower, any of its Subsidiaries or any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of the Borrower, any of its Subsidiaries or any ERISA Affiliate from any Multiemployer Plan; (d) notice of reorganization or insolvency of a Multiemployer Plan; (e) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to a Title IV Plan or Multiemployer Plan; (h) the imposition of a lien under Section 412 of the Code or Section 302 of ERISA on Group or any of its Subsidiaries or any ERISA Affiliate; or (i) any other event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA.

‘‘Eurocurrency Liabilities’’ has the meaning assigned to that term in Regulation D of the Federal Reserve Board, as in effect from time to time.

‘‘Eurodollar Base Rate’’ means, with respect to any Interest Period for any Eurodollar Rate Loan, the rate determined by the applicable Administrative Agent to be the offered rate for deposits in Dollars for the applicable Interest Period which appears on the Dow Jones Markets Telerate Page 3750 as of 11:00 a.m., London time, on the second full Business Day next preceding the first day of each Interest Period. In the event that such rate does not appear on the Dow Jones Markets Telerate Page 3750 (or otherwise on the Dow Jones Markets screen), the Eurodollar Base Rate for the purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the applicable Administrative Agent, or, in the absence of such availability, the Eurodollar Base Rate shall be the rate of interest determined by the applicable Administrative Agent to be the rate per annum at which deposits in Dollars are offered by the principal office of Citibank in London to major banks in the London interbank market at 11:00 a.m. (London time) two (2) Business Days before the first day of such Interest Period in an amount substantially equal to the Eurodollar Rate Loan of Citibank for a period equal to such Interest Period.

‘‘Eurodollar Lending Office’’ means, with respect to any Lender, the office of such Lender specified as its ‘‘Eurodollar Lending Office’’ opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender (or, if no such office is specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from time to time specify to the Borrower and the applicable Administrative Agent.

‘‘Eurodollar Rate’’ means, with respect to any Interest Period for any Eurodollar Rate Loan, an interest rate per annum equal to the rate per annum obtained by dividing (a) the Eurodollar Base Rate by (b) a percentage equal to 100% minus the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities which includes deposits by reference to which the Eurodollar Rate is determined) having a term equal to such Interest Period.

‘‘Eurodollar Rate Loan’’ means any Revolving Loan or Term Loan that, for an Interest Period, bears interest based on the Eurodollar Rate.

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‘‘Event of Default’’ has the meaning specified in Section 9.1.

‘‘Excess Cash Flow’’ means, for Group and its Subsidiaries for any period, (a) EBITDA of Group and its Subsidiaries for such period plus (b) the excess, if any, of Working Capital at the beginning of such period over Working Capital at the end of such period minus (c) the sum of (without duplication) (i) scheduled cash principal payments on the Loans during such period and optional cash principal payments on the Loans during such period (but only to the extent in the case of optional cash payments of the Revolving Loans that the Revolving Credit Commitments are permanently reduced by the amount of such payments), (ii) cash principal payments made by Group or any of its Subsidiaries during such period on other Indebtedness to the extent such other Indebtedness and payments are permitted by this Agreement, (iii) payments made by Group or any of its Subsidiaries during such period on Capital Lease Obligations to the extent such Capital Lease Obligations and payments are permitted by this Agreement, (iv) Capital Expenditures (to the extent not financed by the incurrence of Indebtedness) made by Group or any of its Subsidiaries during such period to the extent permitted by this Agreement, (v) dividends or other distributions of Group and its Subsidiaries during such period to the extent permitted hereunder and actually paid, (vi) Restricted Payments by Group in connection with the redemption, repurchase or other acquisition of its common Stock in any Fiscal Year to the extent permitted hereunder, (vii) cash payments made by Group or any of its Subsidiaries to satisfy income tax obligations of any Warnaco Entity, (viii) Cash Interest Expense of Group and its Subsidiaries during such period and (ix) the excess, if any, of Working Capital at the end of such period over Working Capital at the beginning of such period.

‘‘Existing Agent’’ has the meaning specified in the recitals to this Agreement.

‘‘Existing Closing Date’’ means February 4, 2003, the closing date under the Existing Credit Agreement.

‘‘Existing Collateral Documents’’ means the ‘‘Collateral Documents’’ under and as defined in the Existing Credit Agreement.

‘‘Existing Credit Agreement’’ has the meaning specified in the recitals to this Agreement.

‘‘Existing Guaranty’’ means the ‘‘Guaranty’’ under and as defined in the Existing Credit Agreement.

‘‘Existing Pledge and Security Agreement’’ means the ‘‘Pledge and Security Agreement’’ under and as defined in the Existing Credit Agreement.

‘‘Extended Term Receivable’’ means an Authentic Receivable that has an original stated maturity that is greater than 90 days after the original invoice date of such Receivable and less than or equal to 180 days after the original invoice date of such Receivable.

‘‘Facilities’’ means, collectively, (a) the Term Loan Facility and (b) the Revolving Credit Facility.

‘‘Facility Agents’’ means, collectively, the Administrative Agents and the Collateral Agent.

‘‘Fair Market Value’’ means (a) with respect to any asset or group of assets (other than a marketable Security) at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset (provided that in the case of assets with a net book value in excess of $5,000,000, the ‘‘Fair Market Value’’ thereof shall be as reasonably determined pursuant to the foregoing criteria by the Board of Directors of Group) or, if such asset shall have been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set forth in such appraisal, and (b) with respect to any marketable Security at any date, the closing sale price of such Security on the Business Day next preceding such date, as appearing in any published list of any national securities exchange or the NASDAQ Stock Market or, if there is no such closing sale price of such Security, the final price for the purchase of such Security at face value quoted on such Business Day by a financial institution of recognized standing regularly dealing in Securities of such type and selected by the Administrative Agents.

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‘‘Federal Funds Rate’’ means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the applicable Administrative Agent from three Federal funds brokers of recognized standing selected by it.

‘‘Federal Reserve Board’’ means the Board of Governors of the Federal Reserve System, or any successor thereto.

‘‘Fee Letters’’ shall mean (i) the letter dated as of December 17, 2002, addressed to the Borrower and Group from CNAI, JPMorgan Chase Bank, N.A. and the Arrangers and accepted by the Borrower and Group on December 17, 2002 and (ii) the letter dated as of December 20, 2005, addressed to the Borrower and Group from Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and JPMorgan Securities Inc. and accepted by the Borrower and Group on December 20, 2005, each with respect to certain fees to be paid on the Closing Date and otherwise from time to time to the Administrative Agents and the Arrangers, as applicable.

‘‘Financial Covenant Debt’’ of any Person means Indebtedness of the type specified in clauses (a), (b), (d), (e), (f) and (h) of the definition of ‘‘Indebtedness,’’ non-contingent obligations of the type specified in clause (c) of such definition and Guaranty Obligations of any of the foregoing.

‘‘Financial Statements’’ means the financial statements of Group and its Subsidiaries delivered in accordance with Section 4.4 and Section 6.1.

‘‘Fiscal Quarter’’ means each of the three-month fiscal periods ending on or about March 31, June 30, September 30 and December 31.

‘‘Fiscal Year’’ means the twelve-month fiscal period ending on or about December 31.

‘‘Fixed Charge Coverage Ratio’’ means, with respect to any Person for any period, the ratio of (a) EBITDA of such Person for such period minus (x) Capital Expenditures of such Person for such period and (y) cash consideration paid during such period by such Person or any of its Subsidiaries in respect of a Permitted Acquisition for such period (in each case net of any such cash consideration which is a reinvestment of Net Cash Proceeds arising from an Asset Sale) minus the total income tax liability actually payable by such Person and its Subsidiaries in respect of such period to (b) the Fixed Charges of such Person for such period.

‘‘Fixed Charges’’ means, with respect to any Person for any period, the sum, determined on a consolidated basis, of (a) the Cash Interest Expense of such Person and its Subsidiaries for such period and (b) the principal amount of Financial Covenant Debt of such Person and its Subsidiaries on a consolidated basis having a scheduled due date during such period.

‘‘Foreign Plan’’ means an employee benefit plan to which any Warnaco Entity or any ERISA Affiliate has any obligation or liability (contingent or otherwise) with respect to employees who are not employed in the United States.

‘‘Foreign Subsidiary’’ means a Subsidiary of Group incorporated under the laws of a jurisdiction that is not within the United States of America.

‘‘Frankie Acquisition’’ means the acquisition by the Warnaco Entities pursuant to the Frankie Acquisition Documents of the Frankie Business and the Frankie Collection Business.

‘‘Frankie Acquisition Agreement’’ means that certain Stock Purchase Agreement, dated as of December 20, 2005, by and among the Borrower, Fingen Apparel N.V., Fingen S.P.A., Euro Corma S.P.A. and Calvin Klein, Inc., as amended by the amendment, dated January 31, 2006 and as the same may be amended, supplemented or otherwise modified in accordance with the terms of this Agreement.

‘‘Frankie Acquisition Documents’’ means, collectively, the Frankie Acquisition Agreement and each of the ‘‘Ancillary Agreements,’’ as such term is defined in the Frankie Acquisition Agreement.

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‘‘Frankie Business’’ means, collectively, ‘‘Business’’ as defined under the Frankie Acquisition Agreement.

‘‘Frankie Collection Business’’ means, the ‘‘Collection Business’’ as defined under the Frankie Acquisition Agreement.

‘‘Fund’’ means any Person (other than a natural Person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

‘‘GAAP’’ means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances as of the date of determination.

‘‘General Intangible’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Governmental Authority’’ means any nation, sovereign or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

‘‘Group’’ has the meaning specified in the preamble hereto.

‘‘Guarantor’’ means Group and each Domestic Subsidiary of Group other than the Borrower.

‘‘Guaranty’’ means the guaranty, in substantially the form of Exhibit J, executed by the Guarantors, which guaranty amends and restates in its entirety the Existing Guaranty.

‘‘Guaranty Obligation’’ means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose or intent thereof is to provide assurance that Indebtedness of another Person will be paid or discharged, that any agreement relating thereto will be complied with or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported.

‘‘Hedging Contracts’’ means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements, and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

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‘‘Indebtedness’’ of any Person means without duplication (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments or which bear interest, (c) all reimbursement and all obligations with respect to letters of credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (d) all indebtedness for the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all Capital Lease Obligations of such Person, (g) all Guaranty Obligations of such Person, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (i) all payments that such Person would have to make in the event of an early termination on the date Indebtedness of such Person is being determined in respect of Hedging Contracts of such Person and (j) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including Accounts and General Intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

‘‘Indemnitees’’ has the meaning specified in Section 11.4.

‘‘Instrument’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Insurance Assets’’ means sums payable to the insured under an insurance policy, including, any gross unearned premiums and any payment on account of loss which results in a reduction of unearned premium with respect to the underlying policy.

‘‘Intellectual Property’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Intercreditor Agreement’’ means an agreement, in substantially the form of Exhibit K (Form of Intercreditor Agreement), among the Loan Parties, the Revolving Facility Agent, the Term Facility Agent and the Collateral Agent.

‘‘Interest Expense’’ means, for any Person for any period, (a) total interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP and including, in any event, interest capitalized during construction for such period and net costs under Interest Rate Contracts for such period minus (b) the sum of (i) net gains of such Person and its Subsidiaries under Interest Rate Contracts for such period determined on a consolidated basis in conformity with GAAP plus (ii) any interest income of such Person and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP.

‘‘Interest Period’’ means, in the case of any Eurodollar Rate Loan, (a) initially, the period commencing on the date such Eurodollar Rate Loan is made or on the date of conversion of a Base Rate Loan to such Eurodollar Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its Notice of Borrowing or Notice of Conversion or Continuation given to the applicable Administrative Agent pursuant to Section 2.2 or Section 2.11, and (b) thereafter, if such Loan is continued, in whole or in part, as a Eurodollar Rate Loan pursuant to Section 2.11, a period commencing on the last day of the immediately preceding Interest Period therefor and ending one, two, three or six months thereafter, as selected by the Borrower in its Notice of Conversion or Continuation given to the applicable Administrative Agent pursuant to Section 2.11; provided, however, that all of the foregoing provisions relating to Interest Periods in respect of Eurodollar Rate Loans are subject to the following:

(i) if any Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

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(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(iii) the Borrower may not select any Interest Period that ends after the date of a scheduled principal payment on the Loans as set forth in Article II (The Facilities) unless, after giving effect to such selection, the aggregate unpaid principal amount of the Loans for which Interest Periods end after such scheduled principal payment shall be equal to or less than the principal amount to which the Loans are required to be reduced after such scheduled principal payment is made;

(iv) the Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than $10,000,000; and

(v) there shall be outstanding at any one time no more than ten (10) Interest Periods in the aggregate for all Loans.

‘‘Interest Rate Contracts’’ means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

‘‘Inventory’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Investment’’ means, with respect to any Person, (a) any purchase or other acquisition by that Person of (i) any Security issued by, (ii) a beneficial interest in any Security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by that Person of assets constituting a business conducted by another Person, (c) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary course of business as presently conducted), or capital contribution by that Person to any other Person, including all Indebtedness of any other Person to that Person arising from a sale of property by that Person other than in the ordinary course of its business and (d) any Guaranty Obligation incurred by that Person in respect of Indebtedness of any other Person.

‘‘Investment Grade Debt Securities’’ means any bond, debenture, note or other evidence of indebtedness which is rated at least BBB− (stable) by Standard & Poor’s Rating Services and Baa3 (stable) by Moody’s Investors Services, Inc.

‘‘IRS’’ means the Internal Revenue Service of the United States or any successor thereto.

‘‘Issue’’ means, with respect to any Letter of Credit, to issue, extend the expiry of, renew or increase the maximum face amount (including by deleting or reducing any scheduled decrease in such maximum face amount) of, such Letter of Credit. The terms ‘‘Issued’’ and ‘‘Issuance’’ shall have a corresponding meaning.

‘‘Issuer’’ means each Agent, Lender or Affiliate of such Agent or Lender that (a) is listed on the signature pages hereof as an ‘‘Issuer’’ or (b) hereafter becomes an Issuer with the approval of the Revolving Facility Agent and the Borrower by agreeing pursuant to an agreement with and in form and substance satisfactory to the Revolving Facility Agent and the Borrower to be bound by the terms hereof applicable to Issuers.

‘‘Landlord Waiver’’ means a letter in form and substance reasonably acceptable to the Revolving Facility Agent and executed by a landlord in respect of Inventory of a Loan Party located at any leased premises of a Loan Party pursuant to which such landlord, among other things, waives or subordinates on terms and conditions reasonably acceptable to the Revolving Facility Agent any Lien such landlord may have in respect of such Inventory.

‘‘Leases’’ means, with respect to any Person, all of those leasehold estates in real property of such Person, as lessee, as such may be amended, supplemented or otherwise modified from time to time.

‘‘Lender’’ means the Swing Loan Lender and each other financial institution or other entity that (a) is listed on the signature pages hereof as a ‘‘Lender’’ or (b) from time to time becomes a party hereto by execution of an Assignment and Acceptance.

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‘‘Lender Consent’’ means the Acknowledgment and Consent, in the form attached hereto as Exhibit  .

‘‘Letter of Credit’’ means any letter of credit Issued pursuant to Section 2.4(d).

‘‘Letter of Credit Obligations’’ means, at any time, the Dollar Equivalent of the aggregate of all liabilities at such time of the Borrower to all Issuers with respect to Letters of Credit, whether or not any such liability is contingent, and includes the sum of (a) the Reimbursement Obligations at such time and (b) the Letter of Credit Undrawn Amounts at such time; in each case, the Dollar Equivalent of Letter of Credit Obligations denominated in an Alternative Currency shall be determined on each day on which a Borrowing Base Certificate is delivered pursuant to Section 6.12.

‘‘Letter of Credit Reimbursement Agreement’’ has the meaning specified in Section 2.4(e).

‘‘Letter of Credit Request’’ has the meaning specified in Section 2.4(c).

‘‘Letter of Credit Sub-Limit’’ means $150,000,000.

‘‘Letter of Credit Undrawn Amounts’’ means, at any time, the aggregate undrawn face amount of all Letters of Credit outstanding at such time.

‘‘Leverage Ratio’’ means, with respect to any Person as of any date, the ratio of (a) consolidated Financial Covenant Debt of such Person and its Subsidiaries outstanding as of such date minus the aggregate amount of cash and Cash Equivalents held by such Person and its Subsidiaries to the extent that such cash and Cash Equivalents are held in a Deposit Account or a Securities Account over which the Collateral Agent has a perfected Lien for the benefit of the Secured Parties to (b) EBITDA for such Person for the last four Fiscal Quarter period ending on or before such date (it being understood that, for the purposes of this definition, EBITDA of the Frankie Business for (x) the Fiscal Quarter ended September 30, 2005 is $9,475,000, (y) the Fiscal Quarter ended December 31, 2005 is $9,475,000 and (z) the Fiscal Quarter ending March 31, 2006 will be $9,475,000).

‘‘Lien’’ means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, lien (statutory or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or other obligation, including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement that has been authorized by the applicable debtor under the UCC or comparable law of any jurisdiction naming the owner of the asset to which such Lien relates as debtor.

‘‘Loan’’ means any loan made by any Lender pursuant to this Agreement.

‘‘Loan Documents’’ means, collectively, this Agreement, the Notes (if any), the Fee Letters, the Guaranty, the Intercreditor Agreement, each Letter of Credit Reimbursement Agreement, the Collateral Documents and each certificate, agreement or document executed by a Loan Party and delivered to any Facility Agent or any Lender in connection with or pursuant to any of the foregoing.

‘‘Loan Party’’ means the Borrower, Group, each Subsidiary Guarantor and each other Subsidiary of Group that executes and delivers a Loan Document.

‘‘Material Adverse Change’’ means a material adverse change in any of (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Loan Parties, taken as a whole, or Group and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties to perform their respective obligations under the Loan Documents or (c) the ability of the Administrative Agents, the Collateral Agent or the Lenders to enforce the Loan Documents.

‘‘Material Adverse Effect’’ means an effect that results in or causes, or could reasonably be expected to result in or cause, a Material Adverse Change.

‘‘Material Leased Property’’ means all real estate leasehold properties of any Warnaco Entity other than those (a) with respect to which the aggregate rental payments under the term of the lease in any year are less than $2,000,000 or (b) that relate to a site the loss of which would not otherwise

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have a material adverse effect on the production, distribution or sales of the Warnaco Entities, taken as a whole, or in any material geographic region where business is conducted at any time by a Warnaco Entity.

‘‘Material License’’ means the license agreements relating to the Calvin Klein trademark with respect to jeans (expiring at the end of its renewal term on December 31, 2044) and underwear, and the license agreements relating to the Speedo trademark, granted to the Warnaco Entities in perpetuity.

‘‘Material Owned Real Property’’ means all fee-owned real property of any Loan Party (a) having a fair market value in excess of $2,000,000 as of the Closing Date, or if later, the date of acquisition thereof or (b) that the Administrative Agents reasonably determine is material to the business, condition (financial or otherwise) operations, performance or properties of the Warnaco Entities, taken as a whole.

‘‘Maximum Credit’’ means, at any time, (a) the lesser of (i) the Revolving Credit Commitments in effect at such time and (ii) the Borrowing Base (plus the amount of Letter of Credit Obligations in respect of Collateralized Letters of Credit) at such time, minus (b) the aggregate amount of any Availability Reserve in effect at such time.

‘‘Mortgagee’s Title Insurance Policy’’ has the meaning specified in the definition of Mortgage Supporting Documents.

‘‘Mortgage Supporting Documents’’ means, with respect to a Mortgage for a parcel of Real Property, each of the following:

(a) (i) a mortgagee’s title policy (or policies) or marked-up unconditional binder (or binders) for such insurance (or other evidence reasonably acceptable to the Administrative Agents proving ownership thereof) (‘‘Mortgagee’s Title Insurance Policy’’), dated a date reasonably satisfactory to the Administrative Agents, and shall (A) be in an amount not less than the appraised value (determined by references to the applicable Appraisals) of such parcel of Real Property, (B) be issued at ordinary rates, (C) insure that the Lien granted pursuant to the Mortgage insured thereby creates a valid perfected Lien on such parcel of Real Property having at least the priorities described in Section 4.20 of this Agreement and the Collateral Documents, free and clear of all defects and encumbrances, except for Customary Permitted Liens and for such defects and encumbrances as may be approved by the Administrative Agents, (D) name the Collateral Agent for the benefit of the Secured Parties as the insured thereunder, (E) be in the form of ALTA Loan Policy − 1992 (or such local equivalent thereof as is reasonably satisfactory to the Administrative Agents), (F) contain a comprehensive lender’s endorsement (including, but not limited to, a revolving credit endorsement and a floating rate endorsement), (G) be issued by Chicago Title Insurance Company, First American Title Insurance Company, Lawyers Title Insurance Corporation or any other title company reasonably satisfactory to the Administrative Agents (including any such title companies acting as co-insurers or reinsurers) and (H) be otherwise in form and substance reasonably satisfactory to the Administrative Agents and (ii) a copy of all documents referred to, or listed as exceptions to title, in such title policy (or policies) in each case in form and substance reasonably satisfactory to the Administrative Agents;

(b) maps or plats of a current as-built survey of such parcel of Real Property certified to and received by (in a manner reasonably satisfactory to each of them) the Administrative Agents and the title insurance company issuing the Mortgagee’s Title Insurance Policy for such Mortgage, dated a date reasonably satisfactory to the Administrative Agents and such title insurance company, by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agents and such title insurance company, which maps or plats and the surveys on which they are based shall be made in form and substance reasonably satisfactory to the Administrative Agents;

(c) an opinion of counsel in each state in which any such Mortgage is to be recorded in form and substance and from counsel reasonably satisfactory to the Administrative Agents; and

(d) such other agreements, documents and instruments in form and substance reasonably satisfactory to the Administrative Agents as the Administrative Agents deem necessary or

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appropriate to create, register or otherwise perfect, maintain, evidence the existence, substance, form or validity of, or enforce a valid and enforceable Lien on such parcel of Real Property in favor of the Collateral Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law) having the priorities described in Section 4.20 of this Agreement and the Collateral Documents and subject only to (A) Liens permitted under Section 8.2 and (B) such other Liens as the Administrative Agents may reasonably approve.

‘‘Mortgages’’ means the mortgages, deeds of trust or other real estate security documents made or required herein to be made by a Loan Party, each in form and substance reasonably satisfactory to the Administrative Agents.

‘‘Multiemployer Plan’’ means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Group, any of its Subsidiaries or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

‘‘Net Cash Proceeds’’ means proceeds received by Group or any of its Subsidiaries after the Closing Date in cash or Cash Equivalents from any (a) Asset Sale other than an Asset Sale permitted under clauses (a), (c), (d), (e), (f), (g) and (h) of Section 8.4, net of (i) the reasonable cash costs of sale, assignment or other disposition, (ii) taxes paid or payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations) secured by a perfected Lien on the assets subject to such Asset Sale; provided, however, that the evidence of each of (i), (ii) and (iii) are provided to the Administrative Agents in form and substance satisfactory to them; (b) Property Loss Event and (c) Debt Issuance other than a Debt Issuance permitted under clauses (a) through (n) of Section 8.1.

‘‘Non-Cash Interest Expense’’ means, with respect to any Person for any period, the sum of the following amounts to the extent included in the definition of Interest Expense: (a) the amount of debt discount and debt issuance costs amortized, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Financial Covenant Debt, (c) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (d) other non-cash interest.

‘‘Non-Funding Lender’’ has the meaning specified in Section 2.2(d).

‘‘Non-U.S. Agent’’ means each Agent that is not a United States person as defined in Section 7701(a)(30) of the Code.

‘‘Non-U.S. Lender’’ means each Lender or each Issuer that is not a United States person as defined in Section 7701(a)(30) of the Code.

‘‘Note’’ means any Revolving Credit Note or Term Loan Note.

‘‘Notice of Borrowing’’ has the meaning specified in Section 2.2(a).

‘‘Notice of Conversion or Continuation’’ has the meaning specified in Section 2.11(b).

‘‘NPL’’ means the National Priorities List under CERCLA.

‘‘Obligations’’ means the Loans, the Letter of Credit Obligations and all other amounts, obligations, covenants and duties owing by the Borrower to any Facility Agent, any Lender, any Issuer, an Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn or other payment thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under this Agreement, or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, and includes all letter of credit, cash management and other fees, interest, charges, expenses, fees, attorneys’ fees and disbursements and other sums chargeable to the Borrower under this Agreement, any other Loan Document, and all obligations of the Borrower to cash collateralize Letter of Credit Obligations.

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‘‘Orderly Liquidation Value Rate’’ means the Dollar Equivalent of the orderly liquidation value (net of costs and expenses incurred in connection with liquidation) of Eligible Finished Inventory and Eligible Other Inventory, divided by the aggregate value of Eligible Finished Inventory and Eligible Other Inventory in each case, determined by reference to the most recent Appraisal received by the Revolving Facility Agent.

‘‘PBGC’’ means the Pension Benefit Guaranty Corporation or any successor thereto.

‘‘Permit’’ means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under an applicable Requirement of Law.

‘‘Permitted Acquisition’’ means any Proposed Acquisition subject to the satisfaction of each of the following conditions:

(i) the Administrative Agents shall receive at least 10 Business Days’ prior written notice of such Proposed Acquisition, which notice shall include, without limitation, a reasonably detailed description of such Proposed Acquisition;

(ii) such Proposed Acquisition shall have been approved by the applicable board of directors of the Person constituting or owning the Proposed Acquisition Target;

(iii) no additional Indebtedness or other liabilities shall be incurred, assumed or otherwise be reflected on a consolidated balance sheet of Group and the Proposed Acquisition Target after giving effect to such Proposed Acquisition, except (i) Loans made hereunder, (ii) ordinary course trade payables, contingent obligations and accrued expenses and (iii) Indebtedness of the Proposed Acquisition Target (or any such Indebtedness assumed by a Warnaco Entity in connection with such Proposed Acquisition) permitted under Section 8.1.

(iv) the Dollar Equivalent of the aggregate Permitted Acquisition Consideration (excluding Stock and Stock Equivalents of Group forming part of such consideration and subtracting any cash and Cash Equivalents which are being acquired in the Proposed Acquisition) for such Proposed Acquisition and all other Permitted Acquisitions shall not exceed an amount equal to $35,000,000 (or, if Available Credit is at least equal to $50,000,000 after giving effect to such Proposed Acquisition, $200,000,000); provided, however, if on the date of consummation of any Proposed Acquisition, no Revolving Loans are outstanding, then the aggregate Permitted Acquisition Consideration for such Proposed Acquisition may be increased by an amount equal to the then available Cash on Hand;

(v) at or prior to the closing of such Proposed Acquisition, the Warnaco Entity making such Proposed Acquisition and the Proposed Acquisition Target shall have executed such documents and taken such actions as may be required under Section 7.11, Section 7.12 and Section 7.13;

(vi) the Borrower shall (i) have delivered to the Administrative Agents, upon the request of any Administrative Agent, promptly upon its becoming available, the acquisition agreement (including all schedules), all financial information, financial analysis, projections and similar documentation relating to the proposed acquisition, and (ii) use its reasonable commercial efforts to provide such additional documentation or other information relating to such Proposed Acquisition that any Administrative Agent shall reasonably request, including, without limitation, financial projections on a Pro Forma Basis after giving effect to the Proposed Acquisition;

(vii) on or prior to the date of such Proposed Acquisition, the Administrative Agents shall have received copies of the acquisition agreement authorizing assignment of the rights and obligations thereunder of any Warnaco Entity to the Collateral Agent as security for the Secured Obligations, related Contractual Obligations and instruments and all opinions, certificates, lien search results and other documents reasonably requested by any Administrative Agent; and

(viii) at the time of such Proposed Acquisition and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) all representations and warranties contained in Article IV and in the other Loan Documents shall be true and correct in all material respects, and (iii) Group shall be in compliance with all financial covenants contained in Article V

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for the most recent four Fiscal Quarter period for which Financial Statements have been delivered pursuant to Section 6.1 on a Pro Forma Basis after giving effect to such Proposed Acquisition.

‘‘Permitted Acquisition Consideration’’ means, with respect to any Proposed Acquisition, as at the date of the consummation of such Proposed Acquisition, all consideration therefor, including, without duplication, (a) the Stock and Stock Equivalents to be transferred by any Loan Party or any Subsidiary thereof in connection therewith, (b) any cash and fair market value of other property (excluding property described in clause (a) above) given as consideration therefor (which, in the case of a trademark license, shall include only any up-front payments not credited towards future royalties), (c) any Indebtedness incurred, assumed or acquired by any Loan Party or any Subsidiary thereof in connection with such Proposed Acquisition, (d) all net additional purchase price amounts, including in the form of earnouts, Guaranty Obligations and other contingent obligations, (e) all consideration paid or to be paid by any Loan Party or any Subsidiary thereof in respect of covenants not to compete, employment, consulting and similar agreements, and other affiliated contracts in connection with such Proposed Acquisition, in each case not in the ordinary course of business or consistent with the past practice of the Proposed Acquisition Target, (f) all other consideration given by any Loan Party or any Subsidiary thereof in connection with such Proposed Acquisition and (g) out-of-pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such Proposed Acquisition, and other similar transaction costs so incurred.

‘‘Person’’ means an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unincorporated association, joint venture or other entity or a Governmental Authority.

‘‘Plan of Reorganization’’ has the meaning specified in the recitals to this Agreement.

‘‘Pledge and Security Agreement’’ means a pledge and security agreement, in substantially the form of Exhibit I, executed by the Borrower and each Guarantor, which pledge and security agreement amends and restates in its entirety the Existing Pledge and Security Agreement.

‘‘Pledged Debt Instruments’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Pledged Stock’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Post Closing Reorganization’’ means a stock or other transfer of ownership after the Closing Date of some or all of the Foreign Subsidiaries set forth on Schedule III hereto to one or more Warnaco Entities that are Foreign Subsidiaries.

‘‘Pro Forma Basis’’ means, with respect to any determination for any period, that such determination shall be made giving pro forma effect to each acquisition consummated during such period, together with all transactions relating thereto consummated during such period (including any incurrence, assumption, refinancing or repayment of Indebtedness), as if such acquisition and related transactions had been consummated on the first day of such period, in each case based on historical results accounted for in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in the relevant Compliance Certificate, Financial Statement or other document provided to the Administrative Agents or any Lender in connection herewith in accordance with Regulation S-X of the Securities Act of 1933.

‘‘Projections’’ means those financial projections dated January 13, 2006 covering the fiscal years ending in 2006 through 2009 inclusive, to be delivered to the Lenders by Group.

‘‘Property Loss Event’’ means any loss of or damage to property of Group or any Subsidiary thereof that results in the receipt by such Person of proceeds of insurance in excess of $2,000,000 or any taking of property of Group or any Subsidiary thereof that results in the receipt by such Person of a compensation payment in respect thereof in excess of $2,000,000.

‘‘Proposed Acquisition’’ means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of

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any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

‘‘Proposed Acquisition Target’’ means any Person, any trademark (including any trademark license in respect of which the licensee makes an up-front payment not credited against future royalties), or any assets constituting a business, division, branch or other unit of operation of any Person, in each case, subject to a Proposed Acquisition.

‘‘Protective Advances’’ means all expenses, disbursements and advances incurred by the Revolving Facility Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default that the Revolving Facility Agent, in its sole discretion, exercised reasonably, deems necessary or desirable to preserve or protect the Collateral or any portion thereof or to enhance the likelihood, or maximize the amount, of repayment of the Obligations.

‘‘Ratable Portion’’ or (other than in the expression ‘‘equally and ratably’’) ’’ratably’’ means, with respect to any Lender, (a) with respect to the Revolving Credit Facility, the percentage obtained by dividing (i) the Revolving Credit Commitment of such Lender by (ii) the aggregate Revolving Credit Commitments of all Lenders (or, at any time after the Revolving Credit Termination Date, the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing to such Lender by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing to all Lenders) and (b) with respect to the Term Loan Facility, the percentage obtained by dividing the principal amount of such Lender’s Term Loans by the aggregate Term Loans of all Lenders.

‘‘Real Property’’ means all of those plots, pieces or parcels of land now owned, leased or hereafter acquired or leased by Group or any of its Subsidiaries (the ‘‘Land’’), together with the right, title and interest of any Warnaco Entity, if any, in and to the streets, the land lying in the bed of any streets, roads or avenues, opened or proposed, in front of, the air space and development rights pertaining to the Land and the right to use such air space and development rights, all rights of way, privileges, liberties, tenements, hereditaments and appurtenances belonging or in any way appertaining thereto, all fixtures, all easements now or hereafter benefiting the Land and all royalties and rights appertaining to the use and enjoyment of the Land, including all alley, vault, drainage, mineral, water, oil and gas rights, together with all of the buildings and other improvements now or hereafter erected on the Land, and any fixtures appurtenant thereto.

‘‘Receivable’’ means any indebtedness and other obligations owed to any Loan Party as assignee of any Loan Party, or any right of any Loan Party to payment from or on behalf of, an Account Debtor), whether constituting an Account, Chattel Paper, Instrument or General Intangible arising in connection with the sale of goods or the rendering of services by any Loan Party or any Subsidiary thereof, and includes the obligation to pay any finance charges, fees and other charges with respect thereto.

‘‘Register’’ has the meaning specified in Section 11.2(c)(ii).

‘‘Reimbursement Obligations’’ means all matured reimbursement or repayment obligations of the Borrower to any Issuer with respect to amounts drawn under Letters of Credit.

‘‘Reinvestment Deferred Amount’’ means, with respect to any Net Cash Proceeds of any Reinvestment Event, the portion of such Net Cash Proceeds subject to a Reinvestment Notice.

‘‘Reinvestment Event’’ means any Asset Sale or Property Loss Event in respect of which the Borrower has delivered a Reinvestment Notice.

‘‘Reinvestment Notice’’ means a written notice executed by a Responsible Officer of Group stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through one of the Warnaco Entities) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Property Loss Event to consummate a Permitted Acquisition (in the case of an Asset Sale only) or to acquire replacement or fixed assets useful in its or one of the other Warnaco Entities’ businesses or, in the case of a Property Loss Event, to effect repairs or replacements.

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‘‘Reinvestment Prepayment Amount’’ means, with respect to any Net Cash Proceeds of any Reinvestment Event, the Reinvestment Deferred Amount for such Net Cash Proceeds less any amount expended or required to be expended pursuant to a Contractual Obligation entered into prior to the relevant Reinvestment Prepayment Date for such Net Cash Proceeds to consummate, to the extent otherwise permitted hereunder, a Permitted Acquisition (in the case of an Asset Sale only) or to acquire, to the extent otherwise permitted hereunder, replacement or fixed assets useful in the business of the Borrower or any of its Subsidiaries or, in the case of a Property Loss Event, to effect repairs or replacements.

‘‘Reinvestment Prepayment Date’’ means, with respect to any Net Cash Proceeds of any Reinvestment Event, the earlier of (a) the date occurring 180 days after such Reinvestment Event and (b) the date that is five Business Days after the date on which the Borrower shall have notified the Administrative Agents of the Borrower’s determination not to consummate a Permitted Acquisition (in the case of an Asset Sale only) or to acquire replacement or fixed assets useful in the Borrower’s or a Subsidiary’s business (or, in the case of a Property Loss Event, not to effect repairs) with all or any portion of the relevant Reinvestment Deferred Amount for such Net Cash Proceeds.

‘‘Related Security’’ means, with respect to any Receivable:

(a) all of each Loan Party’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), relating to any sale giving rise to such Receivable,

(b) all Instruments and Chattel Paper that may evidence such Receivable,

(c) all other Liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Sales Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto, and

(d) all of each Loan Party’s rights, interests and claims under the Sales Contracts and all guaranties, indemnities and other agreements (including the related Sales Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Sales Contract related to such Receivable or otherwise.

‘‘Release’’ means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the indoor or outdoor environment or into or out of any property owned by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property.

‘‘Remedial Action’’ means all actions required to (a) clean up, remove, treat or in any other way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

‘‘Requirement of Law’’ means, with respect to any Person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other legal requirements or determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

‘‘Requisite Lenders’’ means, collectively, (a) on and prior to the Closing Date, Lenders having more than fifty percent (50%) of the aggregate outstanding amount of the Commitments, (b) after the Closing Date and on and prior to the Revolving Credit Termination Date, more than fifty percent (50%) of the sum of the aggregate outstanding amount of the Revolving Credit Commitments and the principal amount of all Term Loans then outstanding and (c) after the Revolving Credit Termination Date, more than fifty percent (50%) of the sum of the aggregate Revolving Credit Outstandings and the principal amount of all Term Loans then outstanding. A Non-Funding Lender shall not be included in the calculation of ‘‘Requisite Lenders.’’

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‘‘Requisite Revolving Credit Lenders’’ means, collectively, Revolving Credit Lenders having more than fifty percent (50%) of the aggregate outstanding amount of the Revolving Credit Commitments or, after the Revolving Credit Termination Date, more than fifty percent (50%) of the aggregate Revolving Credit Outstandings. A Non-Funding Lender shall not be included in the calculation of ‘‘Requisite Revolving Credit Lenders.’’

‘‘Requisite Term Loan Lenders’’ means, collectively, Term Loan Lenders having more than 50% of the aggregate outstanding amount of the Term Loan Commitments or, after the Closing Date, more than fifty percent (50%) of the principal amount of all Term Loans then outstanding.

‘‘Responsible Officer’’ means, with respect to any Person, any of the principal executive officers, managing members or general partners of such Person, but in any event, with respect to financial matters, the chief financial officer, treasurer or controller of such Person.

‘‘Restricted Account’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Restricted Account Letter’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Restricted Payment’’ means (a) any dividend, distribution or any other payment whether direct or indirect, on account of any Stock or Stock Equivalent of Group or any of its Subsidiaries now or hereafter outstanding and (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalent of Group or any of its Subsidiaries now or hereafter outstanding.

‘‘Revolving Credit Borrowing’’ means a borrowing consisting of Revolving Loans made on the same day by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments.

‘‘Revolving Credit Commitment’’ means, with respect to each Revolving Credit Lender, the commitment of such Revolving Credit Lender to make Revolving Loans and to acquire interests in other Revolving Credit Outstandings in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Revolving Credit Lender’s name on Schedule I (Commitments) under the caption ‘‘Revolving Credit Commitment,’’ as amended to reflect each Assignment and Acceptance executed by such Revolving Credit Lender and as such amount may be adjusted pursuant to this Agreement.

‘‘Revolving Credit Facility’’ means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans, Swing Loans and Letters of Credit.

‘‘Revolving Credit Facility Register’’ has the meaning specified in Section 11.2(c)(i).

‘‘Revolving Credit Lender’’ means each Lender that (a) has a Revolving Credit Commitment, (b) holds a Revolving Loan or (c) participates in any Letter of Credit.

‘‘Revolving Credit Note’’ means a promissory note of the Borrower payable to the order of any Revolving Credit Lender in a principal amount equal to the amount of such Revolving Credit Lender’s Revolving Credit Commitment evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Loans owing to such Revolving Credit Lender.

‘‘Revolving Credit Outstandings’’ means, at any particular time, the sum of (a) the principal amount of the Revolving Loans outstanding at such time, (b) the Letter of Credit Obligations outstanding at such time and (c) the principal amount of the Swing Loans outstanding at such time.

‘‘Revolving Credit Termination Date’’ shall mean the earliest of (a) the Revolving Loan Maturity Date, (b) the date of termination of the Commitments pursuant to Section 2.5 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2.

‘‘Revolving Loan’’ has the meaning specified in Section 2.1(a).

‘‘Revolving Loan Maturity Date’’ means February 3, 2009.

‘‘Revolving Priority Collateral’’ means all of the Collateral, other than the Specified IP Collateral.

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‘‘Sale and Leaseback Transaction’’ means, with respect to any Person, any direct or indirect arrangement pursuant to which assets of such Person are sold or transferred by such Person or a Subsidiary of such Person and are thereafter leased back from the purchaser thereof by such Person or one of its Subsidiaries; provided, however, any sale and leaseback of assets that were purchased in connection with a proposed lease financing transaction by such Person within 45 days of such sale and leaseback transaction shall not constitute a ‘‘Sale and Leaseback Transaction’’.

‘‘Sales Contract’’ means, with respect to any Receivable, any and all sales contracts, purchase orders, instruments, agreements, leases, invoices, notes or other writings pursuant to which such Receivable arises or that evidence such Receivable or under which an Account Debtor becomes or is obligated to make payment in respect of such Receivable.

‘‘Secured Obligations’’ means, (a) in the case of the Borrower, the Obligations, (b) in the case of each Guarantor, the obligations of such Loan Party under the Guaranty and the other Loan Documents to which it is a party, and (c) in the case of each Loan Party, (i) the obligations of such Loan Party under any Hedging Contract entered into with any Agent, Lender or any Affiliate of any thereof after the date hereof, and (ii) any Cash Management Obligations owing by such Loan Party to any Agent, Lender or any Affiliate of any thereof; provided, that in the case of clauses (i) and (ii) above, the aggregate amount of all such Agents', Lenders' and Affiliates' ‘‘market’’ and ‘‘credit’’ risk shall not exceed $25,000,000 at any time.

‘‘Secured Parties’’ means the Lenders (including the Swing Loan Lender), the Issuers, each Administrative Agent, the Collateral Agent, each of their respective successors and assigns, and any other holder of any of a Secured Obligation or of any other obligations under the Loan Documents, including the beneficiaries of each indemnification obligation undertaken by the Loan Parties and the Facility Agents.

‘‘Securities Account’’ has the meaning given to such term in the UCC.

‘‘Security’’ means any Stock, Stock Equivalent, voting trust certificate, bond, debenture, note or other evidence of Indebtedness, whether secured, unsecured, convertible or subordinated, or any certificate of interest, share or participation in, or any temporary or interim certificate for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the Obligations.

‘‘Senior Note Documents’’ means, collectively, the Senior Note Indenture, the Senior Notes and each certificate, agreement or document executed by a Warnaco Entity and delivered to the Senior Note Indenture Trustee or any Senior Noteholder in connection with or pursuant to any of the foregoing.

‘‘Senior Note Indenture’’ means the indenture, dated as of June 12, 2003, among the Borrower, as issuer, Group and each Domestic Subsidiary thereof (other than the Borrower), as guarantors, and the Senior Note Indenture Trustee.

‘‘Senior Note Indenture Trustee’’ means Wells Fargo Bank Minnesota, National Association, in its capacity as indenture trustee for the Senior Noteholders and each successor thereto.

‘‘Senior Noteholders’’ means each holder of a Senior Note.

‘‘Senior Notes’’ means the 8-7/8% senior notes due 2013 issued by the Borrower pursuant to the Senior Note Indenture.

‘‘Solvent’’ means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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‘‘Special Cash Collateral Account’’ means that certain account number 3060-4171 maintained with Citibank, N.A. (or such other account maintained with the Revolving Facility Agent or an affiliate thereof and/or under the control of the Revolving Facility Agent) for the purpose of cash collateralizing the Collateralized Letters of Credit.

‘‘Special Purpose Vehicle’’ means any special purpose funding vehicle identified in writing as such by any Lender to the applicable Administrative Agent.

‘‘Specified IP Collateral’’ means that portion of the Collateral consisting of Intellectual Property.

‘‘Standby Letter of Credit’’ means any letter of credit Issued pursuant to Section 2.4 which is not a Documentary Letter of Credit.

‘‘Stock’’ means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

‘‘Stock Equivalents’’ means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

‘‘Subsidiary’’ means, with respect to any Person, any corporation, partnership, limited liability company, trust or estate or other business entity of which an aggregate of more than 50% of (a) the outstanding Voting Stock, (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate, is in any case, at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

‘‘Subsidiary Guarantor’’ means each Subsidiary of Group party to or that becomes party to the Guaranty.

‘‘Super-Majority Lenders’’ means, collectively, the Lenders having more than sixty-six and two-thirds percent (66 2/3%) of the aggregate outstanding amount of the Revolving Credit Commitments. A Non-Funding Lender that is a Lender shall not be included in the calculation of ‘‘Super-Majority Lenders.’’

‘‘Swing Loan’’ has the meaning specified in Section 2.3.

‘‘Swing Loan Availability’’ means an aggregate principal amount at any time outstanding of Swing Loans not to exceed the lesser of (i) $20,000,000 and (ii) the Swing Loan Lender’s Ratable Portion of the Available Credit plus $10,000,000.

‘‘Swing Loan Lender’’ means CNAI or any other Person who becomes the Revolving Facility Agent or who agrees with the approval of the Revolving Facility Agent and the Borrower to act as the Swing Loan Lender hereunder.

‘‘Swing Loan Request’’ has the meaning specified in Section 2.3(b).

‘‘Syndication Agent’’ has the meaning specified in the preamble to this Agreement.

‘‘Syndication Completion Date’’ means the earlier to occur of (a) the 90^th day following the Closing Date and (b) the date upon which the Arrangers determine in their reasonable discretion that the primary syndication of the Term Loans has been completed.

‘‘Tax Affiliate’’ means, with respect to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary United States tax returns.

‘‘Tax Return’’ has the meaning specified in Section 4.8(a).

‘‘Taxes’’ has the meaning specified in Section 2.16(a).

‘‘Term Loan’’ has the meaning specified in Section 2.1(b).

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‘‘Term Loan Borrowing’’ means a borrowing consisting of Term Loans made on the same day by the Term Loan Lenders ratably according to their respective Term Loan Commitments.

‘‘Term Loan Commitment’’ means, with respect to each Term Loan Lender, the commitment of such Lender to make Term Loans to the Borrower in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) under the caption ‘‘Term Loan Commitment’’ as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement.

‘‘Term Loan Facility’’ means the Term Loan Commitments and the provisions herein related to the Term Loans.

‘‘Term Loan Facility Register’’ has the meaning specified in Section 11.2(c)(ii).

‘‘Term Loan Lender’’ means each Lender that has a Term Loan Commitment or that holds a Term Loan.

‘‘Term Loan Maturity Date’’ means the seventh anniversary of the Closing Date.

‘‘Term Loan Note’’ means a promissory note of the Borrower payable to the order of any Term Loan Lender in a principal amount equal to the amount of the Term Loan owing to such Lender.

‘‘Title IV Plan’’ means a pension plan, other than a Multiemployer Plan, which is covered by Title IV of ERISA to which Group, any of its Subsidiaries or any ERISA Affiliate has any obligation or liability (contingent or otherwise).

‘‘UCC’’ has the meaning specified in the Pledge and Security Agreement.

‘‘Unfunded Pension Liability’’ means, with respect to Group at any time, the sum of (a) the amount, if any, by which the present value of all accrued benefits under each Title IV Plan (other than any Title IV Plan subject to Section 4063 of ERISA) exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, as determined as of the most recent valuation date for such Title IV Plan using the actuarial assumptions in effect under such Title IV Plan, and (b) the aggregate amount of withdrawal liability that could be assessed under Section 4063 with respect to each Title IV Plan subject to such Section, separately calculated for each such Title IV Plan as of its most recent valuation date, (c) for a period of five years following a transaction reasonably likely to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by Group, any of its Subsidiaries or any ERISA Affiliate as a result of such transaction and (d) with respect to each Foreign Plan, the amount, if any, by which the present value of all benefit obligations under such plan exceed the fair market value of assets attributable to such plan (determined for the most recent valuation date for such plan using the actuarial assumptions in effect for such plan set forth in the actuarial valuation report).

‘‘Unused Commitment Fee’’ has the meaning specified in Section 2.12(a).

‘‘U.S. Lender’’ means each Lender, each Issuer and each Agent that is a United States person as defined in Section 7701(a)(30) of the Code.

‘‘Voting Stock’’ means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

‘‘Warnaco Entity’’ means Group or any Subsidiary thereof.

‘‘Wholly Owned Subsidiary’’ means any Subsidiary of Group, all of the Stock of which (other than director’s qualifying shares or such other de minimus portion thereof to the extent required by law) is owned by Group, either directly or indirectly through one or more Wholly Owned Subsidiaries.

‘‘Withdrawal Liability’’ means, with respect to the Borrower at any time, the aggregate liability incurred (whether or not assessed) with respect to all Multiemployer Plans pursuant to Section 4201 of ERISA or for increases in contributions required to be made pursuant to Section 4243 of ERISA.

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‘‘Working Capital’’ means, for any Person at any date, the amount, if any, by which the Consolidated Current Assets of such Person at such date exceeds the Consolidated Current Liabilities of such Person at such date.

Section 1.2 Computation of Time Periods.    In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word ‘‘from’’ means ‘‘from and including’’ and the words ‘‘to’’ and ‘‘until’’ each mean ‘‘to but excluding’’ and the word ‘‘through’’ means ‘‘to and including.’’

Section 1.3 Accounting Terms and Principles.

(a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

(b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of its independent public accountants and results in a change in any of the calculations required by Article V or Article VI or in the definitions of ‘‘Applicable Margin’’ had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Borrower or the determination of the ‘‘Applicable Margin’’ shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or Article VI or in the definitions of ‘‘Applicable Margin’’ shall be given effect until such provisions are amended to reflect such changes in GAAP.

(c) For purposes of making all financial calculations to determine compliance with Article V all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by any Warnaco Entity after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by Group on a Pro Forma Basis.

Section 1.4 Conversion of Foreign Currencies.

(a) Financial Covenant Debt.    Financial Covenant Debt denominated in any currency other than Dollars shall be calculated using the Dollar Equivalent thereof as of the date of the Financial Statements on which such Financial Covenant Debt is reflected.

(b) Dollar Equivalents.    The Administrative Agents shall determine the Dollar Equivalent of any amount as required hereby, and a determination thereof by such Administrative Agent shall be conclusive absent manifest error. Each Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to such Administrative Agent. Each Administrative Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its own discretion or upon the request of any applicable Lender or Issuer.

(c) Rounding-Off.    The Administrative Agents may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

Section 1.5 Certain Terms.

(a) The words ‘‘herein,’’ ‘‘hereof’’ and ‘‘hereunder’’ and similar words refer to this Agreement as a whole, and not to any particular Article, Section, subsection or clause in this Agreement.

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(b) References in this Agreement to an Exhibit, Schedule, Article, Section, subsection or clause refer to the appropriate Exhibit or Schedule to, or Article, Section, subsection or clause in this Agreement.

(c) Each agreement defined in this Article I shall include all appendices, exhibits and schedules thereto. If the prior written consent of the Requisite Lenders is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is obtained, references in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified.

(d) References in this Agreement to any statute shall be to such statute as amended or modified and in effect at the time any such reference is operative.

(e) The term ‘‘including’’ when used in any Loan Document means ‘‘including without limitation’’, except when used in the computation of time periods.

(f) The terms ‘‘Lender,’’ ‘‘Issuer’’ and ‘‘Agent’’ include their respective successors.

(g) Upon the appointment of any successor Facility Agent pursuant to Section 10.6, references to CNAI in Section 10.3 to the extent applicable to such Facility Agent and to Citibank in the definitions of Base Rate, Eurodollar Rate, Dollar Equivalent to the extent applicable to such Agent shall be deemed to refer to the financial institution then acting as such Facility Agent or one of its Affiliates if it so designates.

(h) Terms not otherwise defined herein and defined in the UCC are used herein with the meanings specified in the UCC.

ARTICLE II

 THE FACILITIES 

Section 2.1 The Commitments.    (a) Revolving Credit Commitments. On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally agrees to make loans in Dollars (each a ‘‘Revolving Loan’’) to the Borrower from time to time on any Business Day during the period from the Existing Closing Date until the Revolving Credit Termination Date in an aggregate principal amount not to exceed at any time outstanding for all such loans by such Revolving Credit Lender such Revolving Credit Lender’s Commitment; provided, however, that at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan (i) in excess of such Revolving Credit Lender’s Ratable Portion of the Available Credit and (ii) to the extent that the aggregate Revolving Credit Outstandings, after giving effect to such Revolving Loan, would exceed the Maximum Credit in effect at such time. Within the limits of the Revolving Credit Commitment of each Revolving Credit Lender, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1. From and including the Closing Date, (i) the ‘‘Commitments’’ (under and as defined in the Existing Credit Agreement) of each Revolving Credit Lender pursuant to the Existing Credit Agreement shall be deemed Revolving Credit Commitments under this Agreement in the respective amounts provided herein and (ii) all ‘‘Revolving Loans’’ (under and as defined in the Existing Credit Agreement) shall be deemed Revolving Loans under this Agreement.

(b) Term Loan Commitments.    On the terms and subject to the conditions contained in this Agreement, each Term Loan Lender severally agrees to make a loan (each a ‘‘Term Loan’’) in Dollars to the Borrower on the Closing Date, in an amount not to exceed such Lender’s Term Loan Commitment. Amounts of Term Loans repaid or prepaid may not be reborrowed.

Section 2.2 Borrowing Procedures.

(a) Each Borrowing shall be made on notice given by the Borrower to the applicable Administrative Agent not later than 11:00 a.m. (New York City time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three (3) Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in

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writing in substantially the form of Exhibit C (a ‘‘Notice of Borrowing’’), specifying (A) the date of such proposed Borrowing (which, in the case of the Term Loan Borrowing, shall be the Closing Date), (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of such Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) the initial Interest Period or Periods for any such Eurodollar Rate Loans, and (E) in the case of a proposed Borrowing of Revolving Loans, the Available Credit (after giving effect to the proposed Borrowing). Revolving Loans shall be made as Base Rate Loans unless (subject to Section 2.14) the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $250,000 in excess thereof.

(b) (i) In the case of any Revolving Credit Borrowings, the Revolving Facility Agent shall give to each Revolving Credit Lender prompt notice of the Revolving Facility Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a). Each Revolving Credit Lender shall, before 11:00 a.m. (New York City time) on the date of the proposed Borrowing, make available to the Revolving Facility Agent at its address referred to in Section 11.8 in immediately available funds, such Revolving Credit Lender’s Ratable Portion of such proposed Borrowing. After the Revolving Facility Agent’s receipt of such funds and (i) on the Closing Date, upon fulfillment of the applicable conditions set forth in Section 3.1 and (ii) at any time (including the Closing Date), upon fulfillment of the applicable conditions set forth Section 3.2, the Administrative Agent will make such funds available to the Borrower.

(ii) In the case of the Term Loan Borrowing, the Term Facility Agent shall give to each Term Loan Lender prompt notice of the Term Facility Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a); provided, however, that notwithstanding anything herein to the contrary, no Term Loan that is a Eurodollar Rate Loan shall be permitted to have an Interest Period that is longer than one week at any time prior to the Syndication Completion Date. Each Person that is a Term Loan Lender on the Closing Date shall, before 11:00 a.m. (New York City time) on the Closing Date, make available to the Term Facility Agent at its address referred to in Section 11.8 in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. After the Term Facility Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.1 and Section 3.2, the Term Facility Agent will make such funds available to the Borrower.

(c) Unless the applicable Administrative Agent shall have received notice from any applicable Lender prior to the date of any proposed Borrowing that such Lender will not make available to such Administrative Agent such Lender’s Ratable Portion of such Borrowing, such Administrative Agent may assume that such Lender has made such Ratable Portion available to such Administrative Agent on the date of such Borrowing in accordance with this Section 2.2 and such Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the applicable Administrative Agent, such Lender and the Borrower severally agree to repay to the applicable Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the applicable Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the applicable Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the applicable Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower.

(d) The failure of any Lender to make the Loans or any payment required by it on the date specified (a ‘‘Non-Funding Lender’’), including any payment in respect of its participation in Swing Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make

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such Loan or payment on such date but no such other Lender shall be responsible for the failure of any Non-Funding Lender to make a Loan or payment required under this Agreement.

Section 2.3    Swing Loans.

(a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may in its sole discretion make loans in Dollars (each a ‘‘Swing Loan’’) otherwise available to the Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the Existing Closing Date until the Revolving Credit Termination Date in an aggregate amount at any time outstanding at any time not to exceed the Swing Loan Availability; provided, however, that the Swing Loan Lender shall not make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall be entitled to rely on the most recent Borrowing Base Certificate delivered to the Revolving Facility Agent. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within one Business Day of any demand by the Swing Loan Lender therefor and shall in any event mature and become due and payable on the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this Section 2.3(a), amounts of Swing Loans prepaid or repaid may be reborrowed under this Section 2.3(a).

(b) In order to request a Swing Loan, the Borrower shall telecopy (or forward by electronic mail or similar means) to the Revolving Facility Agent a duly completed request, in substantially the form of Exhibit C, setting forth the date, the requested amount and date of the Swing Loan (a ‘‘Swing Loan Request’’), to be received by the Revolving Facility Agent not later than 1:00 p.m. (New York City time) on the day of the proposed borrowing. The Revolving Facility Agent shall promptly notify the Swing Loan Lender of the details of the requested Swing Loan. Subject to the terms of this Agreement, the Swing Loan Lender shall make a Swing Loan available to the Revolving Facility Agent which will make such amounts available to the Borrower on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Revolving Facility Agent or any Revolving Credit Lender that one or more of the conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 hereof have been satisfied in connection with the making of any Swing Loan.

(c) The Swing Loan Lender shall notify the Revolving Facility Agent in writing (which may be by telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York City time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding.

(d) The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Revolving Facility Agent, for the account of the Swing Loan Lender, in the manner provided in clause (e) below, such Revolving Credit Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid.

(e) The Revolving Facility Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Revolving Credit Lender on the day such notice or such demand is received by the Revolving Facility Agent (except that any such notice or demand received by the Revolving Facility Agent after 2:00 p.m. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Revolving Facility Agent until the next succeeding Business Day), together with a statement prepared by the Revolving Facility Agent specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 11:00 a.m. (New York City time) on the Business Day next succeeding the date of such Revolving Credit Lender’s receipt of such written statement, make available to the Revolving Facility Agent, in immediately available funds, for the account of the

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Swing Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (g) below, be deemed to have made a Revolving Loan to the Borrower. The Revolving Facility Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Revolving Facility Agent for the account of the Swing Loan Lender, the Borrower shall repay such Swing Loan on demand.

(f) Upon the occurrence of a Default under Section 9.1(e), each Revolving Credit Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in immediately available funds, an amount equal to such Revolving Credit Lender’s Ratable Portion of such Swing Loan. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender on such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit Lender together with interest accrued from such date at the Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Base Rate Loans.

(g) From and after the date on which any Revolving Credit Lender (i) is deemed to have made a Revolving Loan pursuant to clause (e) above with respect to any Swing Loan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender such Revolving Credit Lender’s Ratable Portion of all payments of principal of and interest received by the Swing Loan Lender on account of such Swing Loan other than those received from a Revolving Credit Lender pursuant to clause (e) or (f) above.

Section 2.4 Letters of Credit.

(a) On the terms and subject to the conditions contained in this Agreement, each Issuer agrees to Issue one or more Letters of Credit at the request of the Borrower for the account of the Borrower from time to time during the period commencing on the Existing Closing Date and ending on the earlier of the Revolving Credit Termination Date and 30 days prior to the Revolving Loan Maturity Date; provided, however, that no Issuer shall be under any obligation to Issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the date of this Agreement or result in any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuer as of the date of this Agreement and which such Issuer in good faith deems material to it;

(ii) such Issuer shall have received written notice from the Revolving Facility Agent, any Revolving Credit Lender or the Borrower, on or prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Section 3.1 and Section 3.2 is not then satisfied;

(iii) after giving effect to the issuance of such Letter of Credit, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit at such time;

(iv) after giving effect to the issuance of such Letter of Credit, the aggregate amount of Letter of Credit Obligations then outstanding would exceed the Letter of Credit Sublimit;

(v) any fees due and payable in connection with a requested issuance have not been paid; or

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(vi) such Letter of Credit is not denominated in Dollars or in an Alternative Currency.

None of the Revolving Credit Lenders (other than the Issuers in their capacity as such) shall have any obligation to Issue any Letter of Credit.

(b) In no event shall the expiration date of any Letter of Credit (i) be more than one year after the date of issuance thereof, or (ii) be less than five days prior to the Revolving Loan Maturity Date.

(c) In connection with the issuance of each Letter of Credit, the Borrower shall give the relevant Issuer and the Revolving Facility Agent at least two Business Days’ (or such shorter period as may be agreed by such Issuer) prior written notice, in substantially the form of Exhibit D (or in such other written or electronic form as is acceptable to the Issuer), of the requested issuance of such Letter of Credit (a ‘‘Letter of Credit Request’’). Such notice shall be irrevocable and shall (i) specify (A) the Issuer of such Letter of Credit, the stated amount of the Letter of Credit requested, which stated amount (or, if such Letter of Credit is to be denominated in an Alternative Currency, the Dollar Equivalent of such stated amount) shall not be less than $5,000, (B) the date of issuance of such requested Letter of Credit (which day shall be a Business Day), (C) the date on which such Letter of Credit is to expire (which date shall be a Business Day), and (D) the Person for whose benefit the requested Letter of Credit is to be Issued and (ii) certify that, after issuance of the requested Letter of Credit, the aggregate amount of the Letter of Credit Obligations then outstanding will not exceed the Letter of Credit Sub-Limit and (C) the sum of the aggregate principal or face amount of the then-outstanding (I) Letter of Credit Obligations, (II) Revolving Loans and (III) Swing Loans, will not exceed the Maximum Credit then in effect. Such notice, to be effective, must be received by the relevant Issuer and the Revolving Facility Agent not later than 11:00 a.m. (New York City time) on the second (2^nd) Business Day (or such shorter period as agreed by the relevant Issuer) prior to the requested issuance of such Letter of Credit.

(d) Subject to the satisfaction of the conditions set forth in this clause (d) the relevant Issuer shall, on the requested date, Issue a Letter of Credit on behalf of the Borrower in accordance with such Issuer’s usual and customary business practices. No Issuer shall Issue any Letter of Credit in the period commencing on the first Business Day after it receives written notice from Revolving Facility Agent or any Revolving Credit Lender that one or more of the conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The relevant Issuer shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied in connection with the issuance of any Letter of Credit.

(e) If requested by the relevant Issuer, prior to the issuance of each Letter of Credit by such Issuer, and as a condition of such issuance and of the participation of each Revolving Credit Lender in the Letter of Credit Obligations arising with respect thereto, the Borrower shall have delivered to such Issuer a letter of credit reimbursement agreement, in such form as the Issuer may employ in its ordinary course of business for its own account (a ‘‘Letter of Credit Reimbursement Agreement’’), signed by the Borrower, and such other documents or items as may be required pursuant to the terms thereof. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern.

(f) Each Issuer shall:

(i) give the Revolving Facility Agent written notice (or telephonic notice confirmed promptly thereafter in writing, which may be by telecopier) of the issuance or renewal of a Letter of Credit Issued by it, of all drawings under a Letter of Credit Issued by it and the payment (or the failure to pay when due) by the Borrower of any Reimbursement Obligation when due (which notice the Revolving Facility Agent shall promptly transmit by telecopy, electronic mail or similar transmission to each Revolving Credit Lender);

(ii) upon the request of any Revolving Credit Lender, furnish to such Revolving Credit Lender copies of any Letter of Credit Reimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Revolving Credit Lender; and

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(iii) no later than 10 Business Days following the last day of each calendar month, provide to the Revolving Facility Agent (and the Revolving Facility Agent shall provide a copy to each Revolving Credit Lender requesting the same) and the Borrower separate schedules for Documentary and Standby Letters of Credit Issued by it, in form reasonably satisfactory to the Revolving Facility Agent, setting forth the aggregate Letter of Credit Obligations outstanding at the end of each month and any information requested by the Borrower or the Revolving Facility Agent relating thereto.

(g) Immediately upon the issuance by an Issuer of a Letter of Credit in accordance with the terms and conditions of this Agreement, such Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments, in such Letter of Credit and the obligations of the Borrower with respect thereto (including all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto.

(h) The Borrower agrees to pay to the Issuer of a Letter of Credit the amount of all Reimbursement Obligations owing to such Issuer under a Letter of Credit when such amounts are due and payable, irrespective of any claim, set-off, defense or other right that the Borrower may have at any time against such Issuer or any other Person. In the event that any Issuer makes any payment under any Letter of Credit and the Borrower shall not have repaid such amount to such Issuer pursuant to this clause (h) or such payment is rescinded or set aside for any reason, such Reimbursement Obligation shall bear interest computed from the date on which such Reimbursement Obligation arose to the date of repayment in full at the rate of interest applicable to Revolving Loans bearing interest at a rate based on the Base Rate during such period, and such Issuer shall promptly notify the Revolving Facility Agent, which shall promptly notify each Revolving Credit Lender of the failure to repay such Reimbursement Obligation, and each Revolving Credit Lender shall promptly and unconditionally pay to the Revolving Facility Agent for the account of such Issuer the amount of such Revolving Credit Lender’s Ratable Portion of such payment in Dollars (or, if such payment was made in an Alternative Currency, an amount in Dollars equal to the Dollar Equivalent thereof) and in immediately available funds. If the Revolving Facility Agent so notifies such Revolving Credit Lender prior to 11:00 a.m. (New York City time) on any Business Day, such Revolving Credit Lender shall make available to the Revolving Facility Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall (except during the continuance of a Default or Event of Default) notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive) be deemed to have made a Revolving Loan to the Borrower in the principal amount of such payment. Whenever any Issuer receives from the Borrower a payment of a Reimbursement Obligation as to which the Revolving Facility Agent has received for the account of such Issuer any payment from a Revolving Credit Lender pursuant to this clause (h), such Issuer shall pay to the Revolving Facility Agent and the Revolving Facility Agent shall promptly pay to each Revolving Credit Lender, in immediately available funds, an amount equal to such Revolving Credit Lender’s Ratable Portion of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Revolving Credit Lenders have paid in respect of such Reimbursement Obligation.

(i) If and to the extent such Revolving Credit Lender shall not have so made its Ratable Portion of the amount of the payment required by clause (h) above available to the Revolving Facility Agent for the account of such Issuer, such Revolving Credit Lender agrees to pay to the Revolving Facility Agent for the account of such Issuer forthwith on demand any such unpaid amount together with interest thereon, for the first Business Day after payment was first due at the Federal Funds Rate and, thereafter, until such amount is repaid to the Revolving Facility Agent for the account of such Issuer, at a rate per annum equal to the rate applicable to Base Rate Loans under the Revolving Credit Facility. The failure of any Revolving Credit Lender to make available to the Revolving

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Facility Agent for the account of such Issuer its Ratable Portion of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Revolving Facility Agent for the account of such Issuer its Ratable Portion of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Revolving Facility Agent for the account of the Issuer such other Revolving Credit Lender’s Ratable Portion of any such payment.

(j) The Borrower’s obligation to pay each Reimbursement Obligation and the obligations of the Revolving Credit Lenders to make payments to the Revolving Facility Agent for the account of the Issuers with respect to Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, including the occurrence of any Default or Event of Default, and irrespective of:

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

(iii) the existence of any claim, set off, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, the Issuer, the Revolving Facility Agent or any Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

(vi) any other act or omission to act or delay of any kind of the Issuer, the Lenders, the Revolving Facility Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

Any action taken or omitted to be taken by the relevant Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuer under any resulting liability to the Borrower or any Lender. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (x) the Issuer may rely exclusively on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (y) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the Issuer.

(k) Letters of Credit may be Issued in favor of a beneficiary that is a creditor of a Subsidiary of Group provided that the account party with respect to such Letter of Credit is the Borrower.

(l) The amount of Revolving Credit Commitments utilized by Letters of Credit denominated in an Alternative Currency shall be measured by a determination by the applicable Issuer of the Dollar

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Equivalent of such Letters of Credit on each day on which a Borrowing Base Certificate is delivered. The applicable Issuers shall notify the Revolving Facility Agent and the Borrower of the aggregate Dollar Equivalent of such utilization in respect of the Letters of Credit Issued by it.

(m) The Borrower shall maintain in the Special Cash Collateral Account an amount equal to or exceeding 100% (or, if a Default or Event of Default is continuing, 105%) of the aggregate undrawn face amount under the Letters of Credit that have been designated by the Borrower as Collateralized Letters of Credit. The Revolving Facility Agent may, in its sole discretion, from time to time after funds are deposited in the Special Cash Collateral Account, apply funds then held in the Special Cash Collateral Account to the payment of the then due and payable Obligations in respect of the Collateralized Letters of Credit. If at any time the amount of funds deposited in the Special Cash Collateral Account exceed 100% (or, if a Default or Event of Default is continuing, 105%) of the aggregate undrawn face amount of the Collateralized Letters of Credit, the Revolving Facility Agent shall upon the request of the Borrower remit the amount of such excess to the Borrower. If at any time the aggregate amount in the Special Cash Collateral Account is less than 100% (or, if a Default or Event of Default is continuing, 105%) of the aggregate undrawn face amount of the Collateralized Letters of Credit, the Borrower, after notice (including telephonic notice) to it by the Revolving Facility Agent, immediately shall cause the amount deposited in the Special Cash Collateral Account to equal or exceed 100% (or, if a Default or Event of Default is continuing, 105%) of the aggregate undrawn face amount of the Collateralized Letters of Credit by either (i) depositing additional funds in the Special Cash Collateral Account or (ii) withdrawing its designation as ‘‘Collateralized Letters of Credit’’ of one or more of the Letters of Credit so designated. If the Borrower does not deposit additional funds into the Special Cash Collateral Account or withdraw its designation as ‘‘Collateralized Letters of Credit’’ of one or more of the Letters of Credit, it shall not be a Default or an Event of Default if the Revolving Facility Agent, in its sole discretion, withdraws the designation as ‘‘Collateralized Letters of Credit’’ of one or more or all of the Letters of Credit so designated so that the aggregate amount in the Special Cash Collateral Account equals or exceeds 100% (or, if a Default or Event of Default is continuing, 105%) of the aggregate undrawn face amount of the remaining Collateralized Letters of Credit.

Section 2.5 Reduction and Termination of the Commitments.

The Borrower may, upon at least five Business Days’ prior notice to the Revolving Facility Agent, terminate in whole or reduce in part ratably the unused portions of the respective Revolving Credit Commitments of the Revolving Credit Lenders; provided, however, that each partial reduction shall be in the aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of any reduction of the Revolving Credit Commitments, the requirements of Section 2.9(d) shall have been satisfied.

Section 2.6 Repayment of Loans.

(a) The Borrower promises to repay the entire unpaid principal amount of the Revolving Loans and the Swing Loans and all accrued but unpaid interest thereon on the Revolving Credit Termination Date or earlier, if otherwise required by the terms hereof.

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(b) The Borrower promises to repay the Term Loans at the dates and in the amounts set forth below:

DATE				AMOUNT
June 30, 2006				$	450,000
September 30, 2006				$	450,000
December 31, 2006				$	450,000
March 31, 2007				$	450,000
June 30, 2007				$	450,000
September 30, 2007				$	450,000
December 31, 2007				$	450,000
March 31, 2008				$	450,000
June 30, 2008				$	450,000
September 30, 2008				$	450,000
December 31, 2008				$	450,000
March 31, 2009				$	450,000
June 30, 2009				$	450,000
September 30, 2009				$	450,000
December 31, 2009				$	450,000
March 31, 2010				$	450,000
June 30, 201007				$	450,000
September 30, 2010				$	450,000
December 31, 2010				$	450,000
March 31, 2011				$	450,000
June 30, 2011				$	450,000
September 30, 2011				$	450,000
December 31, 2011				$	450,000
March 31, 2012				$	450,000
June 30, 2012				$	42,300,000
September 30, 2012				$	42,300,000
December 31, 2012				$	42,300,000
January 31, 2013				$	42,300,000

provided, however, that the Borrower shall repay the entire unpaid principal amount of the Term Loans on the Term Loan Maturity Date.

Section 2.7 Evidence of Debt.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b) Each Administrative Agent shall establish and maintain a Register pursuant to Section 11.2(c) and accounts therein in accordance with its usual practice in which it will record (i) the amount of each applicable Loan made and, if a Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable by the Borrower to each relevant Lender hereunder and (iii) the amount of any sum received by such Administrative Agent hereunder from the Borrower and each relevant Lender’s share thereof, if applicable.

(c) The entries made in the accounts maintained pursuant to clauses (a) and (b) of this Section 2.7 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

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(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that the Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrower hereunder, the Borrower will promptly execute and deliver a Note or Notes to such Lender evidencing any Term Loans and Revolving Loans, as the case may be, of such Lender, substantially in the forms of Exhibit B-1 (Form of Revolving Credit Note) or Exhibit B-2 (Form of Term Note), respectively.

Section 2.8 Optional Prepayments.

(a) Revolving Loans.    The Borrower may prepay the outstanding principal amount of the Revolving Loans and Swing Loans in whole or in part at any time; provided, however, that if any prepayment of any Eurodollar Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amount owing pursuant to Section 2.14(e).

(b) Term Loans.    The Borrower may, upon at least three (3) Business Days’ prior notice to the Term Facility Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Term Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurodollar Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amounts owing pursuant to Section 2.14(e); and, provided, further, that each partial prepayment shall be in an aggregate amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof and that any such partial prepayment shall be applied to the remaining installments of such outstanding principal amount of the Term Loans in the inverse order of their maturities. Upon the giving of such notice of prepayment, the principal amount of the Term Loans specified to be prepaid shall become due and payable on the date specified for such prepayment unless such notice is amended or rescinded upon one Business Day’s notice prior to such specified date.

Section 2.9 Mandatory Prepayments.

(a) The Borrower shall prepay the Term Loans within 90 days after the last day of each Fiscal Year, in an amount equal to 25% of Excess Cash Flow for such Fiscal Year (or, in the case of Fiscal Year 2006, the period beginning on the Closing Date and ending on the last day of such Fiscal Year); provided, however, that if the Leverage Ratio of Group is less than 1.5 to 1.0 for such Fiscal Year, then such percentage shall be reduced to 0%. Any such mandatory prepayment shall be applied to the remaining installments of outstanding principal amounts of the Term Loans in the inverse order of their maturities.

(b) Subject to clause (c) below, upon receipt by any Warnaco Entity of Net Cash Proceeds, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below.

(c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Warnaco Entity, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Warnaco Entity and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds (A) in the case of any Reinvestment Event arising from or attributable to any assets or property other than Specified IP Collateral, to the Revolving Facility Agent and (B) in the case of any Reinvestment Event arising from or attributable to any Specified IP Collateral, to the Term Facility Agent, in each case, to be held by the applicable Administrative Agent in a Cash Collateral Account designated by such Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds

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in repayment of the Revolving Loans and the Revolving Facility Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall abate on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the applicable Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (e) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, each Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations;

(d) Subject to the provisions of clause (c) above and Section 2.13(h) (Payments and Computations), any prepayments made by the Borrower required to be applied in accordance with this clause (d) shall be applied as follows:

(i) If after giving effect to such prepayment, Available Credit would be less than $50,000,000 and/or there are Revolving Credit Outstandings, first, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full, third to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; and then, to repay the outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in full; or

(ii) If after giving effect to such prepayment, Available Credit would be equal to or greater than $50,000,000 and there are no Revolving Credit Outstandings, first, to repay the outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in full; second, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; third, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein.

All repayments of the Term Loans made pursuant to this clause (d) shall be applied to the remaining installments of such outstanding principal amounts of the Term Loans in the inverse order of their maturities.

(e) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceed the Maximum Credit at such time, the Borrower shall, as soon as possible, but in any event within one Business Day, prepay first the Swing Loans and then the Revolving Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the Revolving Loans, the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 to the extent required to eliminate such excess.

(f) Except in the case where Section 2.13(h) shall be applicable, all available funds in each Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) shall be applied on a daily basis: first, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal amount of the Revolving Loans until such Revolving Loans have been repaid in full; third, to any other Obligation in respect of the Revolving Credit Facility then due and payable and then, to cash collateralize all outstanding Letter of Credit Obligations in the manner set forth in Section 9.3. The Facility Agents agree so to apply such funds and the Borrower consents to such application.

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Notwithstanding the first sentence in this clause (f), at any time there is no Event of Default that is continuing, there are no Loans outstanding and no other Obligations in respect of the Revolving Credit Facility are then due and payable each Facility Agent shall cause any funds in any Cash Collateral Account maintained by it to be paid at the written direction of the Borrower for any other purpose.

Section 2.10 Interest.

(a) Rate of Interest. All Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in Section 2.10(c), as follows:

(i) if a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time and (B) the Applicable Margin for such Loans; and

(ii) if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Interest Period and (B) the Applicable Margin in effect from time to time during such Interest Period.

(b) Interest Payments. Interest accrued:

(i) on each Base Rate Loan shall be payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such day following the making of such Base Rate Loan and (B) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Base Rate Loan;

(ii) on Swing Loans shall be payable in arrears on the first Business Day of the immediately succeeding calendar quarter;

(iii) on each Eurodollar Rate Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and if such Interest Period has a duration of more than three months, on each day during such Interest Period which occurs every three months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part, and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Eurodollar Rate Loan; and

(iv) on the amount of all other Obligations shall be payable on demand after the time such Obligation becomes due and payable (whether by acceleration or otherwise).

(c) Default Interest.    Notwithstanding the rates of interest specified in Section 2.10(a) or elsewhere herein, effective immediately upon the occurrence of an Event of Default, and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans and the amount of all other Obligations shall bear interest at a rate which is two percent per annum in excess of the rate of interest applicable to such Loans or such other Obligations from time to time. Default interest under this clause (c) shall be payable on demand (i) in the case of Obligations under the Revolving Credit Facility, by the Revolving Facility Agent or the Requisite Revolving Credit Lenders, (ii) in the case of Obligations under the Term Loan Facility, by the Term Loan Administrative Agent or the Requisite Term Loan Lenders and (iii) in the case of all other Obligations, by any Administrative Agent or the Requisite Lenders.

Section 2.11 Conversion/Continuation Option.

(a) The Borrower may elect (i) on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurodollar Rate Loans, or (ii) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Loans for each Interest Period must be in the amount of (x) in the case of the Revolving Loans, at least $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of the Term Loans, at least $5,000,000 or an integral

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multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion.

(b) Each such election shall be in substantially the form of Exhibit F hereto (a ‘‘Notice of Conversion or Continuation’’) and shall be made by giving the applicable Administrative Agent at least three (3) Business Days’ prior written notice specifying (i) the amount and type of Loan being converted or continued, (ii) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the applicable Interest Period). The applicable Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein.

(c) Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, would violate any of the provisions of Section 2.14.

(d) If, within the time period required under the terms of this Section 2.11, the applicable Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Loan that is a Eurodollar Rate Loan for an additional Interest Period or to convert any such Loan, then, upon the expiration of the applicable Interest Period, such Loan will be automatically converted to a Base Rate Loan.

(e) Each Notice of Conversion or Continuation shall be irrevocable.

Section 2.12 Fees.

(a) Unused Commitment Fee.    The Borrower agrees to pay to each Revolving Credit Lender a commitment fee (the ‘‘Unused Commitment Fee’’) on the average amount by which the Revolving Credit Commitments of such Revolving Credit Lender exceeds such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Outstandings (excluding the amount of any outstanding Swing Loans) from the Existing Closing Date until the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears on the first Business Day of each calendar quarter, commencing on the first such day following the Closing Date and on the Revolving Credit Termination Date.

(b) Letter of Credit Fees.    The Borrower agrees to pay the following amounts with respect to Letters of Credit Issued by any Issuer:

(i) to each Issuer of a Letter of Credit, (A) with respect to each Letter of Credit (other than Collateralized Letters of Credit) Issued by such Issuer, an issuance fee equal to an amount to be agreed by such Issuer and the Borrower but in any event not greater than 0.25% per annum, and (B) with respect to each Collateralized Letter of Credit, an issuance fee equal to 0.125% per annum (the issuance fee set forth in either (A) or (B), the ‘‘Issuing Fee’’) of the maximum amount available from time to time to be drawn under such Letter of Credit, payable in arrears (I) on the first Business Day of each calendar quarter, commencing on the first such day following the issuance of such Letter of Credit and (II) on the Revolving Credit Termination Date;

(ii) to the Revolving Facility Agent for the ratable benefit of the Revolving Credit Lenders, with respect to each Letter of Credit (other than Collateralized Letters of Credit), a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans less an amount equal to the Issuing Fee paid by the Borrower in respect of such Letter of Credit, of the maximum amount available from time to time to be drawn under such Letter of Credit, payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such day following the issuance of such Letter of Credit, and (B) on the Revolving Credit Termination Date; provided, however, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum and shall be payable on demand;

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(iii) to the Revolving Facility Agent for the ratable benefit of the Revolving Credit Lenders, with respect to each Collateralized Letter of Credit, a fee accruing at a rate per annum equal to 0.20% of the maximum amount available from time to time to be drawn under such Letter of Credit, payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such day following the issuance of such Letter of Credit, and (B) on the Revolving Credit Termination Date; provided, however, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum and shall be payable on demand; and

(iv) to the Issuer of any Letter of Credit, with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as the case may be.

(c) Additional Fees.    The Borrower has agreed to pay to the Agents and the Arrangers additional fees, the amount and dates of payment of which are embodied in the Fee Letters.

Section 2.13 Payments and Computations.

(a) The Borrower shall make each payment hereunder (including fees and expenses) not later than 11:00 a.m. (New York City time) on the day when due, in Dollars, to (i) in the case of any payments in respect of the Revolving Credit Facility, the Revolving Facility Agent and (ii) in the case of any payments in respect of the Term Loan Facility, the Term Facility Agent, in each case, at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The applicable Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clauses (f) and (g) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c), Section 2.14(e), Section 2.15 or Section 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the applicable Administrative Agent after 11:00 a.m. (New York City time) shall be deemed to be received on the next succeeding Business Day.

(b) All computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the applicable Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) If and to the extent any payment owed to any Facility Agent or any Lender is not made when due, each Loan Party hereby authorizes such Facility Agent and such Lender, to setoff and charge any amount so due against any deposit account maintained by such Loan Party with such Facility Agent or such Lender, whether or not the deposit therein is then due.

(d) Each payment by the Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit Issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agents or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.

(e) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the

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immediately preceding Business Day. All repayments of any Revolving Loans or Term Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.

(f) Unless the Revolving Facility Agent (in the case of payments under the Revolving Credit Facility) or the Term Facility Agent (in the case of payments under the Term Loan Facility) shall have received notice from the Borrower to the applicable Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, such Administrative Agent may assume that the Borrower has made such payment in full to such Administrative Agent on such date and such Administrative Agent may, in reliance upon such assumption, cause to be distributed to each relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have made such payment in full to such Administrative Agent, each relevant Lender shall repay to such Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Administrative Agent.

(g) Subject to the provisions of clause (h) of this Section 2.13 (and except as otherwise provided in Section 2.9), all payments and any other amounts received by any Administrative Agent from or for the benefit of the Borrower or any other Loan Party shall be applied first, in the case of payments under the Revolving Credit Facility, to pay principal of and interest on any portion of the Loans which the Revolving Facility Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Revolving Credit Lender, for which the Revolving Facility Agent has not then been reimbursed by such Lender or the Borrower; second, to pay all other Obligations then due and payable; and then, as the Borrower so designates. Payments in respect of Swing Loans received by the Revolving Facility Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Revolving Facility Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by the Term Facility Agent shall be distributed to each Term Loan Lender in accordance with such Lender’s Ratable Portion of the Term Loans; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and the Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions.

(h) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default, and agrees that upon the termination of the Commitments or the acceleration of the Obligations pursuant to Section 9.2, (i) the Facility Agents shall apply all payments made to or received by any Facility Agent, any Lender or any Issuer constituting proceeds of Collateral (including all funds on deposit in any Cash Collateral Account (including all proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice)) in accordance with the Intercreditor Agreement and (ii) all other payments made to or received by any Facility Agent, any Lender or any Issuer shall be applied by the Facility Agents in the following order:

first, to pay interest on and then principal of any portion of the Revolving Loans which the Revolving Facility Agent may have advanced on behalf of any Revolving Credit Lender for which the Revolving Facility Agent has not then been reimbursed by such Lender or the Borrower;

second, to pay interest on and then principal of any Swing Loan;

third, to pay Secured Obligations in respect of any expense reimbursements (including indemnities) or Cash Management Obligations then due to the Facility Agents;

fourth, to pay Secured Obligations in respect of any expense reimbursements (including indemnities) then due to the Lenders and the Issuers;

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fifth, to pay Secured Obligations in respect of any fees then due to the Facility Agents, the Lenders and the Issuers;

sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;

seventh, to pay or prepay principal payments on the Loans and Reimbursement Obligations, to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 and to pay or prepay principal amounts on Secured Obligations in respect of Hedging Contracts and Cash Management Obligations, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations, Letter of Credit Undrawn Amounts, Hedging Contracts and Cash Management Obligations;

eighth, to the ratable payment of all other Secured Obligations; and

ninth, as directed by the Borrower.

provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the applicable Agent’s and each applicable Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses; provided, however, that payments that would otherwise be allocated to the Revolving Credit Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata and then to the Lenders; provided, further, that any funds on deposit in the Special Cash Collateral Account shall be applied first to Obligations in respect of the Collateralized Letters of Credit (and to the extent such Collateralized Letters of Credit are undrawn, to continue to collateralize such Collateralized Letters of Credit) and then in the order of priority set forth above in clauses first through ninth. The order of priority set forth in clauses first through eighth of this Section 2.13(h) may at any time and from time to time be changed by the agreement of the Requisite Lenders and each adversely affected Lender without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or an Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this Section 2.13(h) may be changed only with the prior written consent of the Administrative Agents and in addition to the Requisite Lenders.

(i) At the option of the Revolving Facility Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Swing Loans or Revolving Loans. The Borrower hereby authorizes the Swing Loan Lender to make such Swing Loans pursuant to Section 2.3(a) and the Revolving Credit Lenders to make Revolving Loans pursuant to Section 2.2(a) from time to time in the amounts of any and all principal payable with respect to the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Revolving Loans and Protective Advances, and further authorizes the Revolving Facility Agent to give the Revolving Credit Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. The Borrower agrees that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 which conditions the Revolving Credit Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.

Section 2.14 Special Provisions Governing Eurodollar Rate Loans.

(a) Determination of Interest Rate.    The Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be determined by the applicable Administrative Agent pursuant to the procedures set forth in the definition of ‘‘Eurodollar Rate.’’ Such Administrative Agent’s determination shall be presumed to be correct, absent manifest error, and shall be binding on the Borrower.

(b) Interest Rate Unascertainable, Inadequate or Unfair.    In the event that: (i) any Administrative Agent determines that adequate and fair means do not exist for ascertaining the

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applicable interest rates by reference to which the Eurodollar Rate then being determined is to be fixed; or (ii) the Requisite Lenders notify the Administrative Agents that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the applicable Lenders of making or maintaining such Loans for such Interest Period, the applicable Administrative Agent shall forthwith so notify the Borrower and the applicable Lenders, whereupon each Eurodollar Loan will automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the applicable Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the applicable Administrative Agent shall notify the Borrower that the Requisite Revolving Credit Lenders or the Requisite Term Loan Lenders, as the case may be have determined that the circumstances causing such suspension no longer exist.

(c) Increased Costs.    If at any time any Lender shall determine that the introduction of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements included in determining the Eurodollar Rate or with respect to taxes (payment with respect to which shall be governed by Section 2.16)) or the compliance by such Lender with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the applicable Administrative Agent), pay to the applicable Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the applicable Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(d) Illegality.    Notwithstanding any other provision of this Agreement, if any Lender determines that the introduction of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the applicable Administrative Agent, (i) the obligation of such Lender to make or to continue Eurodollar Rate Loans and to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately convert each such Loan into a Base Rate Loan. If at any time after a Lender gives notice under this Section 2.14(d) such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall promptly give notice of that determination to the Borrower and the applicable Administrative Agent, and the applicable Administrative Agent shall promptly transmit the notice to each other applicable Lender. The Borrower’s right to request, and such Lender’s obligation, if any, to make Eurodollar Rate Loans shall thereupon be restored.

(e) Breakage Costs.    In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10, the Borrower shall compensate each Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) which such Lender may sustain (i) if for any reason a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11, (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9) on a date which is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in Section 2.14(d), or (iv) as a consequence of any failure by a Borrower to repay Eurodollar Rate Loans when required by the

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terms hereof. The Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to that Lender, absent manifest error.

Section 2.15 Capital Adequacy.    If at any time any Lender determines that (a) the adoption of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation, or order, or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority regarding capital adequacy (whether or not having the force of law) shall have the effect of reducing the rate of return on such Lender’s (or any corporation controlling such Lender’s) capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change, compliance or interpretation, then, upon demand from time to time by such Lender (with a copy of such demand to the applicable Administrative Agent), the Borrower shall pay to the applicable Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to such amounts submitted to the Borrower and the applicable Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Section 2.16 Taxes.

(a) Except as otherwise provided in this Section 2.16, any and all payments by any Loan Party under each Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender, each Issuer and each Agent (A) taxes measured by its net income, and franchise taxes imposed on such Person, and similar taxes imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender, such Issuer or such Agent (as the case may be) is organized,(B) any United States withholding taxes payable with respect to payments under the Loan Documents under laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of (w) an Eligible Assignee, the date of the Assignment and Acceptance, (x) a successor Agent, the date of the appointment of such Facility Agent, (y) a successor Issuer, the date such Issuer becomes an Issuer) applicable to such Lender, such Issuer or such Agent and (z) the designation of a new Applicable Lending Office, as the case may be, but not excluding any United States withholding taxes payable as a result of any change in such laws occurring after the Closing Date (or the date of such Assignment and Acceptance or the date of such appointment of such Agent or the date such Issuer becomes an Issuer) and (C) all liabilities, penalties and interest with respect to any of the foregoing and (ii) in the case of each Agent, each Lender and each Issuer, taxes measured by its net income, franchise and similar taxes imposed on it as a result of a present or former connection between such Agent, such Lender or such Issuer (as the case may be) and the jurisdiction of the Governmental Authority imposing such tax or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as ‘‘Taxes’’). Except as otherwise provided in this Section 2.16, if any Taxes shall be required by law to be deducted from or in respect of any sum payable under any Loan Document to any Lender, any Issuer or any Agent (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) such Lender, such Issuer or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party shall make such deductions, (iii) the Loan Parties shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (iv) the Loan Parties shall deliver to the Agents evidence of such payment.

(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies imposed by any state, county, city or other political subdivision within the United States (but not United States federal taxes, payment with respect to which shall be governed by clause (a) above) or by any applicable foreign jurisdiction, and

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all liabilities with respect thereto, which arise from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (collectively, ‘‘Other Taxes’’).

(c) Each Loan Party will, jointly and severally, indemnify each Lender, each Issuer and each Agent for the full amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16) paid by such Lender, such Issuer or such Agent (as the case may be) and any liability (including for penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender, such Issuer or such Agent (as the case may be) makes written demand therefor setting forth in reasonable detail the basis and calculations of such amounts.

(d) Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower will furnish to the Agents, at their respective addresses referred to in Section 11.8, the original or a certified copy of a receipt evidencing payment thereof.

(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under the Guaranty, the agreements and obligations of the Loan Parties contained in this Section 2.16 shall survive the payment in full of the Secured Obligations.

(f) (i) Each Non-U.S. Lender or Non-U.S. Agent that is entitled to an exemption from U.S. withholding tax, or that is subject to such tax at a reduced rate under an applicable tax treaty, shall (v) on or prior to the Closing Date in the case of each Non-U.S. Lender or Non-U.S. Agent that is a signatory hereto, (w) on or prior to the date of the Assignment and Acceptance pursuant to which such Non-U.S. Lender becomes a Lender, the date a successor Issuer becomes an Issuer or the date a successor Agent becomes a Agent hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower and the applicable Administrative Agent, and (z) from time to time if requested by the Borrower or the applicable Administrative Agent, provide the applicable Administrative Agent and the Borrower with two completed originals of each of the following, as applicable:

(A) Form W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business) or any successor form;

(B) Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) or any successor form;

(C) Form W-8IMY (claiming exemption from, or a reduction of, U.S. withholding tax for foreign intermediaries, foreign flow-through entities or U.S. branches of certain foreign banks or foreign insurance companies) or any successor form;

(D) in the case of a Non-U.S. Lender or Non-U.S. Agent claiming exemption under Sections 871(h) or 881(c) of the Code, a Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate establishing such Non-U.S. Lender or Non-U.S. Agent's entitlement to such exemption; and/or

(E) any other applicable form, certificate or document prescribed by the IRS certifying as to such Non-U.S. Lender’s entitlement to such exemption from U.S. withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender or Non-U.S. Agent under the Loan Documents.

Unless the Borrower and the applicable Administrative Agent have received forms, documents and/or other evidence satisfactory to them indicating that payments under any Loan Document to or for a U.S. Lender, Non-U.S. Lender or Non-U.S. Agent are not subject to U.S. withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the applicable Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

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(ii) Each U.S. Lender shall (v) on or prior to the Closing Date in the case of each U.S. Lender that is a signatory hereto, (w) on or prior to the date of the Assignment and Acceptance pursuant to which such U.S. Lender becomes a Lender, on or prior to the date a successor Issuer becomes an Issuer or on or prior to the date a successor Agent becomes a Agent hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower and the applicable Administrative Agent, and (z) from time to time if requested by the Borrower or the applicable Administrative Agent, provide the applicable Administrative Agent and the Borrower with two completed originals of Form W-9 (certifying that such U.S. Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Solely for purposes of this Section 2.16(f), a U.S. Lender shall not include a Lender, an Issuer or a Agent that may be treated as an exempt recipient based on the indicators described in Treasury Regulation section 1.6049-4(c)(1)(ii) except to the extent that such Person is required to deliver a withholding form under Treasury Regulation section 1.1441-1 to establish its withholding status.

Unless the Borrower and the applicable Administrative Agent have received forms, documents and/or other evidence satisfactory to them indicating that payments under any Loan Document to or for a U.S. Lender, Non-U.S. Lender or Non-U.S. Agent are not subject to U.S. withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the applicable Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

(g) For any period with respect to which an Agent, Lender or Issuer has failed to provide the Borrower with the appropriate forms required under Section 2.16(f), such Facility Agent, such Lender or such Issuer shall not be entitled to indemnification or increased amounts under Section 2.16(a) or (c) with respect to Taxes imposed by the United States by reason of such failure except to the extent withholding is required as a result of a change in law occurring after the applicable time described in paragraph (f), in which case Borrower shall be required to gross-up or indemnify for such amounts resulting solely from such change in law.

(h) Any Lender or Issuer claiming any additional amounts payable pursuant to this Section 2.16 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which would be payable or may thereafter accrue and would not, in the sole determination of such Lender or Issuer, be otherwise disadvantageous to such Lender or Issuer.

(i) If any Lender or any Issuer changes its residence, place of business or Applicable Lending Office or takes any other similar action, and the effect of such change or action, as of the date thereof, would be to increase the additional amounts that the Loan Parties are obligated to pay under this Section 2.16, the Loan Parties shall not be obligated to pay the amount of such increase.

(j) If any Agent or Lender determines in its sole discretion that it has actually received any refund of tax in connection with any deduction or withholding or payment of any additional amount by the Loan Parties pursuant to this Section 2.16, such Person shall reimburse the Borrower in an amount equal to such refund, after tax, and net of all expenses incurred by the such Person in connection with such refund. The Borrower shall return such amount to the applicable Person in the event that such Person is required to repay such refund of tax. Nothing contained in this paragraph shall interfere with the right of each of the Agents and the Lenders to arrange its tax affairs in whatever manner it thinks fit, nor to disclose any information or any computations relating to its tax affairs or to do anything that would prejudice its ability to benefit from other credits, relief, remissions or repayments to which it may be entitled.

Section 2.17    Substitution of Lenders.    In the event that (a)(i) any Lender makes a claim under Section 2.14(c) or Section 2.15, or (ii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower pursuant to Section 2.14(d), or (iii) the Borrower is required to make any payment pursuant to Section 2.16 that is attributable to any

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Lender, or (iv) any Lender is a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) except with respect to clause (a)(iii) above, Lenders holding at least 75% of the sum of the Revolving Credit Commitments and the principal amount of the Term Loans then outstanding are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an ‘‘Affected Lender’’), the Borrower may substitute another financial institution for such Affected Lender hereunder, upon reasonable prior written notice (which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) by the Borrower to the applicable Administrative Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the applicable Administrative Agent; provided, however, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claims) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the applicable Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations) and such sale and purchase shall be recorded in the Register maintained by the applicable Administrative Agent. Upon the effectiveness of such sale, purchase and assumption (which, in any event shall be conditioned upon the payment in full by the Borrower to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a ‘‘Lender’’ hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender’s Commitment assumed by it and such Commitments of the Affected Lender shall be terminated, provided that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

Section 2.18 Facility Increase.

(a) The Borrower may (no more frequently than two times after the Closing Date (in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request the Lenders or other Eligible Assignees to provide additional Commitments up to an aggregate amount not in excess of $150,000,000 (a ‘‘Facility Increase’’); provided, however, that (i) the Borrower shall have given the Revolving Facility Agent at least 60 days notice of its intention to effect the Facility Increase and the desired amount of such Facility Increase (other than in respect of the $50,000,000 Facility Increase to occur on the Closing Date), (ii) the conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of the Facility Increase Effective Date (as defined below), (iii) an opinion of counsel to the Loan Parties in form and substance and from counsel satisfactory to the Revolving Facility Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Revolving Facility Agent may reasonably request shall be delivered to the Administrative Agents, (iv) the Borrower shall have paid to the Revolving Facility Agent a fee to be determined (but in any event reasonably acceptable to Group) and (v) the Borrower shall have paid to the Revolving Credit Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determined.

(b) The Borrower shall have the right to offer such increase to (x) the Revolving Credit Lenders, and each Revolving Credit Lender will have the right, but not the obligation, to commit to all or a portion of the proposed Facility Increase or (y) any institution that would be an Eligible

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Assignee; provided, however, that the minimum additional Revolving Credit Commitment of each Eligible Assignee equals or exceeds $5,000,000 and such Revolving Credit Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Revolving Credit Lender or Eligible Assignee agrees to commit to all or a portion of such Facility Increase and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender.

(c) On the effective date provided for in the Assumption Agreements providing for a Facility Increase (each a ‘‘Facility Increase Effective Date’’), the Revolving Credit Commitments will be increased by the additional amount committed to by each Revolving Credit Lender or Eligible Assignee on the Facility Increase Date.

(d) In the event there are Revolving Credit Lenders and Eligible Assignees that have committed to a Facility Increase in excess of the maximum amount requested (or permitted), then the Arrangers (with the consent of the Borrower which shall not be unreasonably withheld) shall have the right to allocate such commitments, first to Lenders and then to Eligible Assignees.

ARTICLE III

CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 3.1 Conditions Precedent to Initial Loans and Letters of Credit. The obligation of each Lender to make the initial Loans requested to be made by it on or after the Closing Date and the obligation of each Issuer to Issue the initial Letters of Credit on or after the Closing Date is subject to the satisfaction of all of the following conditions precedent:

(a) Certain Documents.    The Administrative Agents shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agents, in form and substance satisfactory to the Administrative Agents and each Lender and each of their respective counsel, in sufficient copies for each Lender:

(i) this Agreement, duly executed and delivered by the Borrower and Group;

(ii) Lender Consents, duly executed and delivered by the ‘‘Lenders’’ constituting ‘‘Requisite Lenders’’ (each under and as defined in the Existing Credit Agreement);

(iii) for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein;

(iv) the Guaranty, duly executed by each Guarantor;

(v) the Pledge and Security Agreement, duly executed by the Borrower and each Guarantor, together with each of the following:

(A) evidence satisfactory to the Administrative Agents that, upon the filing and recording of instruments delivered on the Closing Date, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral Documents, including (x) such documents duly executed by each Loan Party as the Administrative Agents may request with respect to the perfection of the Collateral Agent’s security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder;

(B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank;

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(C) all instruments representing Pledged Debt Instruments being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and

(vi) amendments to all Mortgages for all of the Material Owned Real Properties of the Loan Parties identified on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto;

(vii) a Borrowing Base Certificate dated on or about the Closing Date;

(viii) a favorable opinion of (A) Skadden, Arps, Slate, Meagher & Flom, LLP, counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties), and addressing such other related matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations (including Regulation U of the Board of Governors of the Federal Reserve System), the perfection of all security interests purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements, and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;

(ix) the Intercreditor Agreement duly executed by the Administrative Agents, the Collateral Agent and the Loan Parties;

(i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each of Group and the Borrower, certified as of a recent date by the Secretary of State (or local equivalent, if applicable) of its jurisdiction of organization and (B) a certificate of the Secretary or an Assistant Secretary of each of Group and the Borrower certifying (1) the by-laws (or equivalent Constituent Document) of each of Group and the Borrower as in effect on the date of such certification, (2) the resolutions of each of Group’ and the Borrower’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which each of Group and the Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of each of Group and the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (A) above;

(ii) a certificate of the Secretary or an Assistant Secretary of each of Group and the Borrower certifying the names and true signatures of each officer of each of Group and the Borrower who has been authorized to execute and deliver this Agreement and any Loan Document or other document required hereunder to be executed and delivered by or on behalf of each of Group and the Borrower;

(iii) a certificate of the Secretary or an Assistant Secretary of each Loan Party (other than each of Group and the Borrower) certifying (A) for each Loan Party other than each of Group and the Borrower, that each officer of such Loan Party who has been authorized to execute and deliver any Loan Document (as defined in the Existing Credit Agreement) is authorized to execute each Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to the Existing Credit Agreement on the Original Closing Date and (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Existing Credit Agreement on the Original Closing Date approving and authorizing the execution, delivery and performance of the Loan Documents (as defined in the Existing Credit Agreement) to which it is a party remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of the Loan Documents executed in accordance herewith;

(x) a certificate of the chief financial officer of Group, stating that the Borrower is Solvent and that the Borrower and the Subsidiary Guarantors (taken as a whole), are Solvent, in each

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case, after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9, the payment of all estimated legal, accounting and other fees related hereto and thereto and the consummation of the Frankie Acquisition and the other transactions contemplated hereby;

(xi) a certificate of a Responsible Officer of Group to the effect that (A) the conditions set forth in Section 3.2 have been satisfied and (B) there are no pending or threatened actions, suits, investigations, litigation or proceedings pending or threatened in any court or before any arbitrator or Governmental Authority that (I) in the aggregate could reasonably be expected to have a Material Adverse Effect or (II) restrain, prevent or impose, or can reasonably be expected to impose, materially adverse conditions upon the Frankie Acquisition, the Facilities or the transactions contemplated thereby.

(xii) evidence satisfactory to the Administrative Agents that the insurance policies required by Section 7.5 and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agents, endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of each Loan Party;

(xiii) receipt of a valuation by the Agents (by a nationally recognized appraisal firm, valuation consultant or investment banking firm) of all Intellectual Property associated therewith of Group and its Subsidiaries prior to giving effect to the Frankie Acquisition, which in no event shall be less than $400,000,000; and

(xiv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the applicable Administrative Agent may reasonably request.

(b) Consummation of Frankie Acquisition.

(i) a copy of each Frankie Acquisition Document as in effect as of the Closing Date certified as being complete and correct by a Responsible Officer of Group;

(ii) the Administrative Agents shall be reasonably satisfied with the structure of the Frankie Acquisition, including the corporate and capital structure of Group and its Subsidiaries after giving effect to the Frankie Acquisition and all legal and tax aspects related thereto;

(iii) the Administrative Agents shall be reasonably satisfied that the Frankie Acquisition Documents are in full force and effect;

(iv) the Administrative Agents shall have received a certificate, in form and substance reasonably satisfactory to them, from a Responsible Officer of the Borrower, for the benefit of the Agents, the Lenders and the Issuers certifying on behalf of the Borrower that the Frankie Acquisition has been consummated or shall be consummated simultaneously with the making of the initial Loans under this Agreement in accordance with the terms hereof, the terms of the Frankie Acquisition Documents and applicable Requirements of Law (other than certain non-discretionary consents, authorizations, filings, registrations and other similar actions or approvals which by their nature may only be made after the Closing Date and which will be made as soon as practical after the Closing Date); and

(v) the Administrative Agents shall be reasonably satisfied with any material amendments to the Frankie Acquisition Agreement and the schedules thereto and any other Frankie Acquisition Document if such amendments are adverse to the Lenders.

(c) Financial Statements.    The Lenders shall have received and be satisfied with (i) a pro forma estimated balance sheet of Group and its Subsidiaries at September 30, 2005 giving effect to the Frankie Acquisition and the transactions contemplated thereby, (ii) the ‘‘Italian GAAP Financials’’ as such term is defined under the Frankie Acquisition Agreement, (iii) unaudited consolidating (by business unit) income statement and balance sheet and audited consolidated financial statements of Group and its Subsidiaries for each fiscal quarter ending on or after January 1, 2005 for which such financial statements are available in final form and (iv) Group’s projections which shall include a

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financial forecast on a monthly basis for the first twelve months after the Closing Date and on an quarterly basis thereafter through the year of the Term Loan Maturity Date prepared by Group’s management.

(d) Availability.    As of the Closing Date, Available Credit shall be not less than $75,000,000 (after giving effect to the Borrowings and issuances of Letters of Credit requested to be made on the Closing Date).

(e) Consents, Etc.    Each Warnaco Entity shall have received all material consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all Permits of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary to allow each of the Warnaco Entities lawfully (i) to execute, deliver and perform, in all material respects, their respective obligations hereunder and under the Loan Documents to which each of them, respectively, is, or shall be, a party and each other agreement or instrument to be executed and delivered by each of them, respectively, pursuant thereto or in connection therewith, (ii) to create and perfect the Liens on the Collateral to be owned by each of them in the manner and for the purpose contemplated by the Loan Documents or the transactions contemplated thereby and (iii) to consummate the Frankie Acquisition (other than certain non-discretionary consents, authorizations, filings, registrations and other similar actions or approvals which by their nature may only be made after the Closing Date and which will be made as soon as practical after the Closing Date).

(f) Fees and Expenses Paid.    There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, the Arrangers, and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Closing Date (including all such fees described in the Fee Letters).

Section 3.2 Conditions Precedent to Each Loan and Letter of Credit. The obligation of each Lender on any date (including the Closing Date) to make any Loan and of each Issuer on any date (including the Closing Date) to Issue any Letter of Credit is subject to the satisfaction of all of the following conditions precedent:

(a) Request for Borrowing or Issuance of Letter of Credit.    With respect to (i) the Term Loans, the Term Facility Agent shall have received a duly executed Notice of Borrowing, (ii) any Revolving Loan, the Revolving Facility Agent shall have received a duly executed Notice of Borrowing, (iii) any Swing Loan, the Revolving Facility Agent shall have received a duly executed Swing Loan Request and (iv) any Letter of Credit, the Administrative Agent and the Issuer shall have received a duly executed Letter of Credit Request, in each case, dated on or before such date.

(b) Representations and Warranties; No Defaults.    The following statements shall be true on the date of such Loan or issuance of such Letter of Credit, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds therefrom:

(i) The representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date after the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and

(ii) no Default or Event of Default has occurred and is continuing.

(c) Borrowing Base.    The Borrower shall have delivered the Borrowing Base Certificate required to be delivered by Section 6.12. After giving effect to the Loans or the Letters of Credit requested to be made or Issued on any such date and the use of proceeds thereof, the Revolving Credit Outstandings shall not exceed the Maximum Credit at such time.

(d) No Legal Impediments.    The making of the Loans or the issuance of such Letter of Credit on such date does not violate any Requirement of Law on the date of or immediately following such Loan or issuance of such Letter of Credit and is not enjoined, temporarily, preliminarily or permanently.

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(e) Additional Matters.    The applicable Administrative Agent shall have received such additional documents, information and materials as any applicable Lender, through such Administrative Agent, may reasonably request in order to confirm the (i) accuracy of the representations and warranties of the Loan Parties in the Loan Documents, (ii) timely compliance by the Loan Parties with the terms, covenants and agreements set forth in the Loan Documents, and (iii) absence of any Default or Event of Default under the Loan Documents.

Each submission by the Borrower to the applicable Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by the Borrower of the proceeds of each Loan requested therein, and each submission by the Borrower to an Issuer of a Letter of Credit Request and the issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in Section 3.2(b) on the date of the making of such Loan or the issuance of such Letter of Credit.

Section 3.3 Determinations of Initial Borrowing Conditions.    For purposes of determining compliance with the conditions specified in Section 3.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the applicable Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing, borrowing of Swing Loans or Issuance or deemed Issuance hereunder specifying its objection thereto and such Lender shall not have made available to the applicable Administrative Agent such Lender’s Ratable Portion of such Borrowing or Swing Loans.

 ARTICLE IV 

 REPRESENTATIONS AND WARRANTIES 

To induce the Lenders, the Issuers, the Administrative Agents and the Collateral Agent to enter into this Agreement, Group represents and warrants as to each Warnaco Entity, and the Borrower represents and warrants as to itself and as to each of its Subsidiaries, to the Lenders, the Issuers, the Administrative Agents and the Collateral Agent that, on and as of the Closing Date, after giving effect to the making of the Loans and other financial accommodations on the Closing Date and on and as of each date as required by Section 3.2(b)(i):

Section 4.1 Corporate Existence; Compliance with Law. Each Warnaco Entity (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect; (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; (d) is in compliance with its Constituent Documents; (e) is in compliance with all applicable Requirements of Law, except where the failure to be in compliance would not in the aggregate, have a Material Adverse Effect; and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals or filings which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, have a Material Adverse Effect.

Section 4.2 Corporate Power; Authorization; Enforceable Obligations.

(a) The execution, delivery and performance by each Warnaco Entity of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, including the obtaining of the Loans and the creation and perfection of the Liens on the Collateral as security therefor:

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(i) are within such Warnaco Entity’s corporate, limited liability company, partnership or other powers;

(ii) have been or, at the time of delivery thereof pursuant to Article III will have been, duly authorized by all necessary corporate action, including the consent of shareholders, partners and members where required;

(iii) do not and will not (A) contravene such Warnaco Entity’s or its Subsidiaries respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Warnaco Entity (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Warnaco Entity, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Warnaco Entity or any of its Subsidiaries, or (D) result in the creation or imposition of any Lien upon any of the property of such Warnaco Entity or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Loan Documents; and

(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and which have been or will be, prior to the Closing Date, obtained or made (without the imposition of any conditions that are not reasonably acceptable to the Agents), copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.

(b) This Agreement has been, and each of the other Loan Documents and Frankie Acquisition Documents will have been upon delivery thereof hereunder, duly executed and delivered by each Warnaco Entity party thereto.

(c) This Agreement is, and the other Loan Documents and the Frankie Acquisition Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Warnaco Entity party thereto, enforceable against such Warnaco Entity in accordance with its terms.

Section 4.3 Ownership of Group, Borrower; Subsidiaries.

(a) The authorized capital stock of the Borrower consists of 100,000 shares of common stock, $1.00 par value per share, of which 100,000 shares are issued and outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable and is owned beneficially and of record by Group, free and clear of all Liens other than the Lien in favor of the Collateral Agent for the benefit of the Secured Parties created under the Loan Documents. No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right. There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares.

(b) Set forth on Schedule 4.3 (Ownership of Warnaco Entities) is a complete and accurate list of all Subsidiaries of Group on the Closing Date, showing (as to each such Subsidiary) the jurisdiction of its incorporation or organization, the number of shares of each class of its Stock or Stock Equivalents authorized, and the number outstanding, on the Closing Date and the percentage of each such class of its Stock or Stock Equivalents owned (directly or indirectly) by such Loan Party and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All of the outstanding Stock or Stock Equivalents in each Subsidiary of Group has been validly issued, is fully paid and non-assessable and is owned by a Warnaco Entity (except as described on Schedule 4.3 (Ownership of Warnaco Entities)) free and clear of all Liens, except those created under the Loan Documents. No Stock of any Warnaco Entity is subject to any outstanding option, warrant, right of conversion or purchase or any similar right. No Warnaco Entity is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents. Group does not own or hold, directly or indirectly, any

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Stock of any Person other than the Subsidiaries set forth on Schedule 4.3 (Ownership of Warnaco Entities) and the Investments permitted by Section 8.3.

Section 4.4 Financial Statements.

(a) The consolidated balance sheet of Group and its Subsidiaries as at December 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of Group and its Subsidiaries for the fiscal year then ended, certified by Deloitte & Touche LLP, and the unaudited consolidating balance sheets of Group and its Subsidiaries as at December 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of Group and its Subsidiaries for the Fiscal Year or Fiscal Quarter then ended, copies of which have been furnished to each Lender, fairly present, subject, in the case of said consolidated and consolidating balance sheets as at December 31, 2004, and said consolidating or consolidated statements of income, retained earnings and cash flows for the Fiscal Year or Fiscal Quarter then ended, to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated and consolidating, as the case may be, financial condition of Group and its Subsidiaries as at such dates and the consolidated and consolidating, as the case may be, results of the operations of Group and its Subsidiaries for the period ended on such dates, all in conformity with GAAP.

(b) Neither Group nor any of its Subsidiaries has any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the Financial Statements referred to in clause(a) above, in the notes thereto or permitted by this Agreement.

(c) The Projections have been prepared by Group in light of the past operations of its business, and reflect projections for the fiscal periods covered thereby. The Projections are based upon estimates and assumptions stated therein, all of which Group believes to be reasonable and fair in light of current conditions and current facts known to Group and, as of the Closing Date, reflect Group’s good faith and reasonable estimates of the future financial performance of Group and its Subsidiaries and of the other information projected therein for the periods set forth therein.

(d) The unaudited consolidated and consolidating balance sheet of Group and its Subsidiaries, a copy of which has been delivered to each Lender pursuant to Section 3.1(c), has been prepared as at the September 30, 2005, reflects as of such date, on a Pro Forma Basis, the consolidated and consolidating financial condition of Group and its Subsidiaries, and the assumptions expressed therein were reasonable based on the information available to Group at the time so furnished and on the Closing Date.

Section 4.5 Material Adverse Change. Since December 31, 2004, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect.

Section 4.6 Solvency.

Both before and after giving effect to (a) the Loans and Letter of Credit Obligations to be made or extended on the Closing Date or such other date as Loans and Letter of Credit Obligations requested hereunder are made or extended, (b) the disbursement of the proceeds of such Loans pursuant to the instructions of the Borrower, (c) the consummation of the transactions contemplated by the Frankie Acquisition and (d) the payment and accrual of all transaction costs in connection with the foregoing, the Borrower is Solvent and the Borrower and the Subsidiary Guarantors, taken as a whole, are Solvent.

Section 4.7 Litigation. There are no pending or, to the knowledge of Group or the Borrower, threatened actions, suits, investigations, litigation or proceedings pending or threatened in any court or before any arbitrator or Governmental Authority that in the aggregate could reasonably be expected to have a Material Adverse Effect. The performance of any action by any Loan Party required or contemplated by any of the Loan Documents or, to the knowledge of Group or the Borrower, the Frankie Acquisition Documents is not and could not reasonably be expected to be restrained or enjoined (either temporarily, preliminarily or permanently).

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Section 4.8 Taxes.

(a) All federal, and material state, local and foreign income, franchise and other tax returns, reports and statements (collectively, the ‘‘Tax Returns’’) required to be filed by Group or any of its Tax Affiliates have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or which are material and otherwise due and payable have been paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof except where contested in good faith and by appropriate proceedings if adequate reserves therefor have been established on the books of Group or such Tax Affiliate in conformity with GAAP. Proper and accurate amounts have been withheld by Group and each of its Tax Affiliates from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

(b) None of Group or any of its Tax Affiliates has (i) executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for the filing of any material Tax Return or the assessment or collection of any material taxes or other charges relating thereto; (ii) any obligation under any tax sharing agreement or arrangement other than that to which the Administrative Agent has a copy prior to the date hereof; or (iii) been a member of an affiliated, combined or unitary group other than the group of which Group (or its Tax Affiliate) is the common parent other than, prior to the acquisition by Group thereof, Warnaco Swimwear, Inc. and its Subsidiaries and Designer Holdings Limited and its Subsidiaries.

(c) Each Foreign Subsidiary owned directly or indirectly by Group is either a ‘‘controlled foreign corporation’’, as defined under Section 957 of the Code, or owned, directly or indirectly, by one or more ‘‘controlled foreign corporations’’.

Section 4.9    Full Disclosure.    (i) The written information prepared or furnished by or on behalf of any Warnaco Entity (other the information described in clause (ii) below) in connection with this Agreement or the consummation of the financing, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading. All facts known to Group or the Borrower which are material to an understanding of the financial condition, business, properties or prospects of Group and its Subsidiaries taken as one enterprise have been disclosed to the Lenders.

(ii) The financial information relating to the Frankie Business and the Frankie Collection Business prepared by (x) a non-Warnaco Entity (at the time of preparation) or (y) a Warnaco Entity (at the time of preparation) based primarily on information which was furnished by a non-Warnaco Entity (at the time of preparation)) does not, to the knowledge of any Warnaco Entity as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading.

Section 4.10 Margin Regulations. No Warnaco Entity is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board), and no proceeds of any Borrowing will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.11 No Burdensome Restrictions; No Defaults.

(a) No Warnaco Entity (i) is a party to any Contractual Obligation the compliance with which would have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2) on the property or assets of any thereof or (ii) is subject to any charter or corporate or other similar restriction that would have a Material Adverse Effect.

(b) No Warnaco Entity is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of Group and the Borrower, no other party is in default under or with

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respect to any Contractual Obligation owed to any Warnaco Entity, other than, in either case, those defaults which in the aggregate would not have a Material Adverse Effect.

(c) No Default or Event of Default has occurred and is continuing.

(d) To the best knowledge of Group and the Borrower, there is no Requirement of Law applicable to any Warnaco Entity the compliance with which by such Warnaco Entity would have a Material Adverse Effect.

Section 4.12    Investment Company Act; Public Utility Holding Company Act. No Warnaco Entity is (a) an ‘‘investment company’’ or an ‘‘affiliated person’’ of, or ‘‘promoter’’ or ‘‘principal underwriter’’ for, an ‘‘investment company,’’ as such terms are defined in the Investment Company Act of 1940, as amended or (b) a ‘‘holding company’’ or an ‘‘affiliate’’ of a ‘‘holding company’’ or a ‘‘subsidiary company’’ of a ‘‘holding company’’, as each such term is defined and used in the Public Utility Holding Company Act of 1935, or, as the case may be, the Public Utility Holding Company Act of 2005, enacted as part of the Energy Policy Act of 2005, Pub. L. No. 109-58 at §§ 1261 et seq, and the regulations adopted thereunder as of the effective date of this Agreement.

Section 4.13 Use of Proceeds.    (a) The proceeds of the Revolving Loans and the Letters of Credit are being used by the Borrower (and, to the extent distributed by the Borrower, each other Warnaco Entity) solely as follows: (i) to provide working capital from time to time for the Warnaco Entities and (ii) for other general and corporate purposes of the Warnaco Entities.

(b) The proceeds of the Term Loan are being used by the Borrower (i) to finance the Frankie Acquisition, (ii) to pay related transaction costs, fees and expenses, (iii) to provide working capital from time to time for Group and its subsidiaries and (iv) for other general corporate purposes.

Section 4.14 Insurance. All policies of insurance of any kind or nature of any Warnaco Entity, including policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation and employee health and welfare insurance, are in full force and effect and are of a nature and provide such coverage as is sufficient and as is customarily carried by businesses of the size and character of such Person. No Warnaco Entity has been refused insurance for any material coverage which it had applied or, prior to the date hereof, had any policy of insurance terminated (other than at its request). Each insurance policy maintained by each Loan Party includes endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee thereunder.

Section 4.15 Labor Matters.

(a) There are no strikes, work stoppages, slowdowns or lockouts pending or threatened against or involving any Warnaco Entity, other than those which in the aggregate would not have a Material Adverse Effect.

(b) There are no unfair labor practices, grievances or complaints pending, or, to Group’s knowledge, threatened against or involving any Warnaco Entity, nor are there any arbitrations or grievances threatened involving any Warnaco Entity, other than those which, in the aggregate, if resolved adversely to such Warnaco Entity, would not have a Material Adverse Effect.

(c) Except as set forth on Schedule 4.15 (Labor Matters), as of the Closing Date, there is no collective bargaining agreement covering any employee of any Warnaco Entity.

(d) Schedule 4.15 (Labor Matters) sets forth, as of the Closing Date, all material consulting agreements, executive employment agreements, executive compensation plans, deferred compensation agreements, employee stock purchase and stock option plans and severance plans of any Warnaco Entity.

Section 4.16 ERISA.

(a) Schedule 4.16 (ERISA Matters) separately identifies as of the date hereof all Title IV Plans, all Multiemployer Plans and all of the employee benefit plans within the meaning of Section 3(3) of ERISA to which any Warnaco Entity has any obligation or liability, contingent or otherwise.

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(b) Each employee benefit plan of each Warnaco Entity which is intended to qualify under Section 401 of the Code does so qualify, and any trust created thereunder is exempt from tax under the provisions of Section 501 of the Code, except where such failures in the aggregate would not have a Material Adverse Effect.

(c) Each Title IV Plan is in compliance in all material respects with applicable provisions of ERISA, the Code and other Requirements of Law except for non-compliances that in the aggregate would not have a Material Adverse Effect.

(d) There has been no, nor is there reasonably expected to occur, any ERISA Event which would have a Material Adverse Effect

(e) Other than as set forth on Schedule 4.16 (ERISA Matters), there are no Unfunded Pension Liabilities.

(f) Other than as set forth on Schedule 4.16 (ERISA Matters), no Warnaco Entity or any ERISA Affiliate thereof would have any Withdrawal Liability as a result of a complete withdrawal as of the date hereof from any Multiemployer Plan.

Section 4.17 Environmental Matters.

(a) The operations and properties of each Warnaco Entity comply, except to the extent non-compliance would not have a Material Adverse Effect, with all applicable Environmental Laws and Environmental Permits, all material past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, and no circumstances exist that would be reasonably likely to (A) form the basis of an Environmental Action against any Warnaco Entity or any of their properties that could be reasonably expected to have a Material Adverse Effect or (B) cause any such property to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(b) None of the properties currently or formerly owned or operated by any Warnaco Entity is, to the knowledge of Group or the Borrower with respect to formerly owned properties, listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property, except where such listing would not reasonably be expected to have a Material Adverse Effect; there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Contaminants are being or have been treated, stored or disposed on any property currently owned or operated by any Warnaco Entity or, to the best of its knowledge, on any property formerly owned or operated by any Warnaco Entity that in any case could reasonably be expected to have a Material Adverse Effect; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Warnaco Entity that in any case could reasonably be expected to have a Material Adverse Effect; and Contaminants have not been released, discharged or disposed of on any property currently or, to the best knowledge of Group and the Borrower, formerly owned or operated by any Warnaco Entity that in any case could reasonably be expected to have a Material Adverse Effect.

(c) No Warnaco Entity is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Contaminants at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law that in any case could reasonably be expected to have a Material Adverse Effect; and all Contaminants generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Warnaco Entity have been disposed of in a manner not reasonably expected to result in material liability to any Warnaco Entity.

Section 4.18 Intellectual Property; Material License.

(a) The Warnaco Entities own or license or otherwise have the right to use all Intellectual Property and other intellectual property rights that are necessary for the operations of their respective businesses, without, to the best of Group’s knowledge, infringing upon or conflict with the rights of

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any other Person with respect thereto, including all trade names associated with any private label brands of any Warnaco Entity. To Group’s knowledge, no Intellectual Property now employed by any Warnaco Entity infringes upon or conflicts with any rights owned by any other Person, and no claims or litigation regarding any of the foregoing are pending or threatened, where such infringements, conflicts, claims or litigation would have, in the aggregate, a Material Adverse Effect.

(b) Each Material License is in full force and effect as of the Closing Date.

Section 4.19 Title; Real Property.

(a) Each Warnaco Entity has good and marketable title to all Material Owned Real Property and good title to all personal property purported to be owned by it, including those reflected on the most recent Financial Statements delivered by Group, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 8.2. Each Warnaco Entity has received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Warnaco Entity’s right, title and interest in and to all such Material Owned Real Property.

(b) Set forth on Schedule 4.19 (Real Property) hereto is a complete and accurate list of all Material Owned Real Property and all Material Leased Property, showing as of the Closing Date, the street address, county or other relevant jurisdiction, state, and record owner.

(c) As of the Closing Date, no portion of any Material Owned Real Property or any Material Leased Property has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition. No portion of any Real Property owned or leased by any Warnaco Entity is located in a special flood hazard area as designated by any federal Governmental Authority (unless flood insurance has been obtained).

(d) All Permits required to have been issued or appropriate to enable all real property owned or leased by any Warnaco Entity to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which, in the aggregate, would not have a Material Adverse Effect.

(e) No Warnaco Entity has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by any Warnaco Entity or any part thereof, except those which, in the aggregate, would not have a Material Adverse Effect.

Section 4.20 Perfection of Security Interests in the Collateral.

(a) The Collateral Documents create valid Liens on the Revolving Priority Collateral purported to be covered thereby, which Liens are perfected Liens and (i) in the case of the Liens in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Revolving Credit Facility, prior to all other Liens (other than Customary Permitted Liens having priority over such Liens) and (ii) in the case of the Liens in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Term Loan Facility, prior to all other Liens (other than (x) the Liens in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Revolving Credit Facility and (y) Customary Permitted Liens having priority over such Liens of the Collateral Agent).

(b) The Collateral Documents create valid Liens on the Specified IP Collateral purported to be covered thereby, which Liens are perfected Liens and (i) in the case of Liens in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Term Loan Facility, prior to all other Liens (other than Customary Permitted Liens having priority over such Liens) and (ii) in the case of the Liens in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Revolving Credit Facility, prior to all other Liens (other than (x) the Liens in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Term Loan Facility and (y) Customary Permitted Liens having priority over such Liens of the Collateral Agent).

Section 4.21    Hedging Contracts; Cash Management Obligations.    To the best knowledge of Group and the Borrower, the aggregate amount of ‘‘market’’ and ‘‘credit’’ risk of all Agents, Lenders

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and Affiliates thereof from (i) Hedging Contracts and (ii) Cash Management Obligations entered into with or provided to the Warnaco Entities that are Secured Obligations does not exceed $25,000,000.

 ARTICLE V 

 FINANCIAL COVENANTS 

As long as any of the Obligations or the Commitments remain outstanding, unless the Requisite Lenders otherwise consent in writing, Group and the Borrower agree with the Lenders and the Facility Agents that:

Section 5.1 Maximum Leverage Ratio

(a) Prior to the repayment in full in cash of the Term Loans and the termination of all Obligations under the Term Loan Facility, Group shall maintain, on the last day of each Fiscal Quarter set forth below (and on each day of the subsequent Fiscal Quarter ending prior to the last day of such subsequent Fiscal Quarter), a Leverage Ratio of not more than the maximum ratio set forth below opposite such Fiscal Quarter:

(b) After repayment in full in cash of the Term Loans and the termination of all Obligations under the Term Loan Facility, Group shall maintain a Leverage Ratio, for any Fiscal Quarter in which Available Credit has been less than $50,000,000 on any day (determined as of 5:00 PM New York City time on that day), as determined as of the last day of the preceding Fiscal Quarter set forth below ended closest to such day, for the four Fiscal Quarters ending on such day of not more than the maximum ratio set forth below opposite such Fiscal Quarter:

FISCAL QUARTER ENDING ON OR ABOUT				MAXIMUM LEVERAGE RATIO
June 30, 2006				3.00 to 1
September 30, 2006				3.00 to 1
December 31, 2006				3.00 to 1
March 31, 2007				2.75 to 1
June 30, 2007				2.75 to 1
September 30, 2007				2.75 to 1
December 31, 2007				2.75 to 1
March 31, 2008				2.50 to 1
June 30, 2008				2.50 to 1
September 30, 2008				2.50 to 1
December 31, 2008				2.50 to 1
March 31, 2009 and each Fiscal Quarter thereafter				2.25 to 1

Section 5.2 Minimum Fixed Charge Coverage Ratio

(a) Prior to the repayment in full in cash of the Term Loans and the termination of all Obligations under the Term Loan Facility, Group shall maintain a Fixed Charge Coverage Ratio, as determined as of the last day of the Fiscal Quarter set forth below ended closest to such day, for the four Fiscal Quarters ending on such day, of at least the minimum ratio set forth below opposite such Fiscal Quarter:

(b) After repayment in full in cash of the Term Loans and the termination of all Obligations under the Term Loan Facility, Group shall maintain a Fixed Charge Coverage Ratio, for any Fiscal Quarter in which Available Credit has been less than $50,000,000 on any day (determined as of 5:00 PM New York City time on that day), as determined as of the last day of the preceding Fiscal Quarter set forth below ended closest to such day, for the four Fiscal Quarters ending on such day of at least the minimum ratio set forth below opposite such Fiscal Quarter:

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FISCAL QUARTER ENDING ON OR ABOUT				MINIMUM FIXED CHARGE COVERAGE RATIO
June 30, 2006				2.50 to 1
September 30, 2006				2.50 to 1
December 31, 2006				2.50 to 1
March 31, 2007				2.50 to 1
June 30, 2007				2.50 to 1
September 30, 2007				2.50 to 1
December 31, 2007				2.50 to 1
March 31, 2008				2.75 to 1
June 30, 2008				2.75 to 1
September 30, 2008				2.75 to 1
December 31, 2008				2.75 to 1
March 31, 2009 and each Fiscal Quarter thereafter				3.00 to 1

Section 5.3 Capital Expenditures.

(a) Prior to the repayment in full in cash of the Term Loans and the termination of all Obligations under the Term Loan Facility, Group will not permit Capital Expenditures by the Borrower and the other Subsidiaries of Group to be made or incurred during any Fiscal Year to exceed $45,000,000; provided, however, that to the extent that actual Capital Expenditures for such Fiscal Year shall be less than $45,000,000 (without giving effect to the carryover permitted by this proviso), the amount of such shortfall (not to exceed 50% of the available amount for such Fiscal Year) shall be, in addition, available for Capital Expenditures in the next succeeding Fiscal Year.

(b) After repayment in full in cash of the Term Loans and the termination of all Obligations under the Term Loan Facility, Group will not permit Capital Expenditures by the Borrower and the other Subsidiaries of Group, for any Fiscal Year in which Available Credit has been less than $50,000,000 on any day, to be made or incurred during any Fiscal Year to exceed $45,000,000;provided, however, that to the extent that actual Capital Expenditures for such Fiscal Year shall be less than $45,000,000 (without giving effect to the carryover permitted by this proviso), the amount of such shortfall (not to exceed 50% of the available amount for such Fiscal Year) shall be, in addition, available for Capital Expenditures in the next succeeding Fiscal Year.

 ARTICLE VI 

 REPORTING COVENANTS 

As long as any of the Obligations or Commitments remain outstanding, unless the Requisite Lenders otherwise consent in writing, Group and the Borrower agree with the Lenders and the Facility Agents that:

Section 6.1 Financial Statements. Group shall furnish to each Administrative Agent (with a copy for each applicable Lender requesting same) the following:

(a) Monthly Reports. As soon as available and in any event within 40 days after the end of each of the first two months in each Fiscal Quarter, consolidated balance sheets of Group and its Subsidiaries as of the end of such month and consolidated statements of income and cash flow statements of Group and its Subsidiaries for the period commencing at the end of the previous month and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding Fiscal Year and the corresponding figures for the corresponding period set forth in the Projections and duly certified (subject to year-end audit adjustments) by a Responsible Officer of Group as having been prepared in accordance with GAAP;

(b) Quarterly Reports.    As soon as available and in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, consolidated balance sheets of Group and

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its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and consolidated statements of cash flows of Group and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and also setting forth a variance analysis of monthly results during such Fiscal Quarter as compared to monthly budgeted amounts specified in the forecast for such Fiscal Quarter previously delivered pursuant to clause (e) below, duly certified (subject to year-end audit adjustments) by a Responsible Officer of Group as having been prepared in accordance with GAAP and certifying compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Article V;

(c) Annual Consolidated Reports.    As soon as available and in any event within 95 days after the end of each Fiscal Year of Group, (i) a copy of the annual audit report for such year for Group and its Subsidiaries, containing the consolidated balance sheet of Group and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of Group and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion (without qualification as to the scope of the audit) of Deloitte & Touche LLP or by other independent public accountants acceptable to the Administrative Agent stating that (x) such financial statements fairly present the consolidated financial position of Group and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which such independent certified public accountants shall concur and which shall have been disclosed in the notes to the financial statements) and (y) to the extent permitted by accounting rules and guidelines, the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and a certificate of a Responsible Officer of Group as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Article V and (ii) financial information regarding each business unit consisting of consolidating balance sheets of such business unit as of the end of such year and related statements of income and cash flows of such business unit for such Fiscal Year, all prepared in conformity with GAAP and certified by a Responsible Officer of Group as fairly presenting the financial position of such business unit as at the dates indicated;

(d) Compliance Certificate.    Together with each delivery of any financial statement pursuant to clauses (b) and (c) of this Section 6.1, a certificate of a Responsible Officer of Group substantially in the form of Exhibit H hereto (each, a ‘‘Compliance Certificate’’) (i) showing in reasonable detail the calculations used in demonstrating compliance with each of the financial covenants contained in Article V which is tested on a quarterly basis, (ii) showing in reasonable detail the calculations necessary to determine the Applicable Margin, and (iii) stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action which Group proposes to take with respect thereto;

(e) Business Plan.    Not later than 45 days after the end of each Fiscal Year (beginning with the end of Fiscal Year 2006), and containing substantially the types of financial information contained in the Projections, (i) the annual business plan of Group for the next succeeding Fiscal Year approved by the Board of Directors of Group with updates thereof provided to the Lenders prior to each July 31, (ii) schedules of all letters of credit, (iii) forecasts (including availability forecasts) prepared by management of Group for each fiscal month in each of the succeeding Fiscal Years through the Fiscal Year in which the Term Loan Maturity Date is scheduled to occur, and (iv) forecasts prepared by management of Group for each of the succeeding Fiscal Years through the Fiscal Year in which the Term Loan Maturity Date is scheduled to occur, including, in each instance described in clause (ii) and clause (iii) above, (A) a projected year-end consolidated balance sheet and income statement and statement of cash flows and (B) a statement of all of the material assumptions on which such forecasts are based and in each case prepared by management of Group and satisfactory in form to the Administrative Agents;

(f) Intercompany Loan Balances.    Together with each delivery of any financial statement pursuant to clause (b) and clause (c) of this Section 6.1, a summary of the outstanding balance of all intercompany Indebtedness of any Subsidiary to any Loan Party as of the last day of the Fiscal

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Quarter or Fiscal Year covered by such financial statement, certified by a Responsible Officer of Group; provided that such balances between Loan Parties shall only be required to be delivered annually, as early as practicable; and

(g) Corporate Chart.    Together with each delivery of any Financial Statement pursuant to clause (c) above, a certificate of a Responsible Officer of Group certifying that the Corporate Chart attached thereto or the last Corporate Chart delivered pursuant to this clause (g) is true, correct, complete and current as of the date of such Financial Statement.

Section 6.2 Default Notices. As soon as practicable, and in any event within two Business Days after a Responsible Officer of any Loan Party has actual knowledge of the existence of any Default, Event of Default or any other event which has had a Material Adverse Effect, Group shall give each Administrative Agent notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in writing on the next Business Day.

Section 6.3 Litigation. Promptly after the commencement thereof, Group shall give each Administrative Agent written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, affecting any Warnaco Entity, which in the reasonable judgment of Group, if adversely determined, would be reasonable likely to have a Material Adverse Effect.

Section 6.4 Asset Sales. No later than 10 days prior to any Asset Sale anticipated to generate in excess of $15,000,000 (or its Dollar Equivalent) in Net Cash Proceeds, Group shall send the Administrative Agents a notice (a) describing such Asset Sale or the nature and material terms and conditions of such transaction and (b) stating the estimated Net Cash Proceeds anticipated to be received by Group or any of its Subsidiaries.

Section 6.5 Notices under Senior Note Documents. Promptly after the sending or filing thereof, the Borrower shall send the Administrative Agents copies of all material notices, certificates or reports delivered pursuant to, or in connection with, any Senior Note Document.

Section 6.6 SEC Filings; Press Releases. Promptly after the sending or filing thereof, Group shall send the Administrative Agents copies of (a) all reports which any Warnaco Entity sends to its security holders generally, (b) all reports and registration statements which any Warnaco Entity files with the Securities and Exchange Commission or any national securities exchange, (c) all press releases, (d) all other statements concerning material changes or developments in the business of any Warnaco Entity made available by any Warnaco Entity to the public and (e) all notices of investigation or proceedings received from the Securities and Exchange Commission or any national securities exchange.

Section 6.7 Labor Relations. Promptly after becoming aware of the same, Group shall give the Administrative Agents written notice of (a) any material labor dispute to which any Warnaco Entity is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities, and (b) any Worker Adjustment and Retraining Notification Act or related liability incurred with respect to the closing of any plant or other facility of any such Person.

Section 6.8 Tax Returns. Upon the request of any Lender, through the applicable Administrative Agent, Group will provide copies of all federal, state, local tax returns and reports (other than foreign tax returns and reports) filed by any Warnaco Entity in respect of taxes measured by income (excluding sales, use and like taxes).

Section 6.9 Insurance. As soon as is practicable and in any event within 90 days after the end of each Fiscal Year, Group will furnish the Administrative Agents (in sufficient copies for each of the Lenders and the Collateral Agent) with (a) a report in form and substance satisfactory to the Administrative Agents and the Lenders outlining all material insurance coverage maintained as of the date of such report by the Warnaco Entities and the duration of such coverage and (b) an insurance broker’s statement that all premiums then due and payable with respect to such coverage have been

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paid and that all such insurance names the Collateral Agent on behalf of the Secured Parties as additional insured or loss payee, as appropriate, and provides that no cancellation, material addition in amount or material change in coverage shall be effective until after 30 days’ written notice thereof to the Facility Agents.

Section 6.10 ERISA Matters. Group shall furnish the Administrative Agents (with a copy for each applicable Lender requesting same):

(a) promptly and in any event within 30 days after any Warnaco Entity or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred written notice describing such event;

(b) promptly and in any event within 10 days after Warnaco Entity or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a written statement of a Responsible Officer of Group describing such ERISA Event or waiver request and the action, if any, which such Warnaco Entity and the ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; and

(c) simultaneously with the date that any Warnaco Entity or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice.

Section 6.11 Environmental Matters. Group shall provide promptly after the assertion or occurrence thereof, notice of any Environmental Action against or of any noncompliance by any Warnaco Entity with any Environmental Law or Environmental Permit that would reasonably be expected to (i) have a Material Adverse Effect or (ii) cause any Material Real Property or Material Leased Property to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law.

Section 6.12 Borrowing Base Determination.

Until the Revolving Credit Termination Date:

(a) Not less than once each week, the Borrower shall deliver to the Revolving Facility Agent a Borrowing Base Certificate, as of the Business Day immediately prior to the day of delivery and executed by a Responsible Officer of Group.

(b) Group and the Borrower agree (i) that the Revolving Facility Agent, on behalf of the Revolving Credit Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude quarterly field audits with respect to Inventory owned by any Loan Party and (ii) Group shall conduct, or shall cause to be conducted, and upon request of the Revolving Facility Agent, and present to the Revolving Facility Agent for approval, such appraisals and reviews as the Revolving Facility Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Revolving Facility Agent any information which the Revolving Facility Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Group and the Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Revolving Facility Agent to conduct and conclude such field audits.

(c) The Revolving Facility Agent may, at the sole cost and expense of Group and the Borrower, make test verifications of the Accounts in any manner and through any medium that the Revolving Facility Agent considers advisable, and Group and the Borrower shall furnish all such assistance and information as the Revolving Facility Agent may require in connection therewith.

(d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the

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Revolving Facility Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Loan Party not more frequently than four times in any 12 month-period and (ii) Appraisals, as reasonably requested by the Revolving Facility Agent (which, in the case of Inventory and Receivables shall be conducted not less frequently than once during each 12 month-period), in each case at the sole expense of the Group and the Borrower.

(e) Not less than once each week, the Borrower shall deliver to the Administrative Agents a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders (or such other Persons as the Administrative Agents may reasonably consent to) that constitute Secured Obligations as of such date;

(f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables, Eligible Finished Inventory and Eligible Other Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Section 6.13 Material Licenses. Promptly after any Loan Party becoming aware of the same, the Borrower shall give the Administrative Agent written notice of any cancellation, termination or loss of any Material License.

Section 6.14 Other Information. Group and the Borrower shall provide the Administrative Agents or any Lender with such other information respecting the business, properties, condition, financial or otherwise, or operations of any Warnaco Entity as any Lender through the applicable Administrative Agent may from time to time reasonably request.

 ARTICLE VII 

 AFFIRMATIVE COVENANTS 

As long as the Obligations or the Commitments remain outstanding, unless the Requisite Lenders otherwise consent in writing, each of Group and the Borrower agree with the Lenders and the Facility Agents that:

Section 7.1 Preservation of Corporate Existence, Etc. Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Section 8.3, Section 8.4 and Section 8.7; provided, however, no Warnaco Entity shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors (or equivalent governing body) of such Warnaco Entity shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Warnaco Entity and that the loss thereof is not disadvantageous in any material respect to the Warnaco Entities (taken as whole) or the Secured Parties.

Section 7.2 Compliance with Laws, Etc. Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, comply with all applicable Requirements of Law, Contractual Obligations and Permits, except where the failure so to comply would not, in the aggregate, have a Material Adverse Effect.

Section 7.3 Conduct of Business. Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course and (b) use its reasonable efforts, in the ordinary course and consistent with past practice, to preserve its business and the goodwill and business of the customers, advertisers, suppliers and others having business relations with any Warnaco Entity, except in each case where the failure to comply with the covenants in each of clauses (a) and (b) above would not, in the aggregate, have a Material Adverse Effect.

Section 7.4 Payment of Taxes, Etc. Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, pay and discharge before the same shall become delinquent, all lawful

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governmental claims, federal and material state, local and non-U.S. taxes, assessments, charges and levies, except where contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of the appropriate Warnaco Entity in conformity with GAAP, unless and until any Liens resulting from such contested items attach to its property and become enforceable against its other creditors.

Section 7.5 Maintenance of Insurance. Each of Group and the Borrower shall (i) maintain, and cause to be maintained for each of its respective Subsidiaries, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Warnaco Entity operates, and such other insurance as may be reasonably requested by the Requisite Lenders, and, in any event, all insurance required by any Loan Document, and (ii) cause all such insurance to name the Collateral Agent on behalf of the Secured Parties as additional insured or loss payee, as appropriate, and to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after 30 days’ written notice thereof to the Facility Agents.

Section 7.6 Access. Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, from time to time permit each Facility Agent and the Lenders, or any agents or representatives thereof, within two Business Days after written notification of the same to the Borrower (except that during the continuance of an Event of Default, no such notice shall be required) to (a) examine and make copies of and abstracts from the records and books of account of any Warnaco Entity, (b) visit the properties of any Warnaco Entity, (c) discuss the affairs, finances and accounts of such any Warnaco Entity with any of their respective officers or directors, and (d) communicate directly with any Warnaco Entity’s independent certified public accountants (with Group having the right to have a representative present at all such communications). Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, authorize its independent certified public accountants to disclose to any Facility Agent or any Lender any and all financial statements and other information of any kind, as such Facility Agent or Lender reasonably requests from any Warnaco Entity and which such accountants may have with respect to the business, financial condition, results of operations or other affairs of such Warnaco Entity or any of its Subsidiaries.

Section 7.7 Keeping of Books. Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made in conformity with GAAP of all financial transactions and the assets and business of such Warnaco Entity.

Section 7.8 Maintenance of Properties, Etc. Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, maintain and preserve (a) all of its properties which are necessary in the conduct of its business in good working order and condition, (b) all rights, permits, licenses, approvals and privileges (including all Permits) which are used or useful or necessary in the conduct of its business, and (c) all Intellectual Property with respect to the business of the Warnaco Entities; except where the failure to so maintain and preserve would not in the aggregate have a Material Adverse Effect.

Section 7.9 Application of Proceeds. The Borrower (and, to the extent distributed by the Borrower, each other Warnaco Entity) shall use the proceeds of the Loans as provided in Section 4.13.

Section 7.10 Environmental.

(a) Each of Group and Borrower shall comply, and shall cause each of its respective Subsidiaries and all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew and cause each of its Subsidiaries to obtain and renew all material Environmental Permits necessary for its operations and properties; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Contaminants from any of its properties, in accordance

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with and to the extent required by all applicable Environmental Laws, to the extent the failure to do any of the foregoing would have a Material Adverse Effect; provided, however, that no Warnaco Entity shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

(b) At the request of any Administrative Agent after receipt of a notice of the type specified in Section 6.11, Group will provide to the Administrative Agents and each Lender within 60 days after such request, at the expense of Group and the Borrower, an environmental assessment report for the applicable property described in such notice, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agents, indicating the presence of Contaminants that could reasonably be expected to give rise to a material liability and the estimated cost of any compliance, removal or remedial action in connection with any Contaminants that could reasonably be expected to give rise to a material liability on such properties; without limiting the generality of the foregoing, if such Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, such Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of Group and the Borrower, and Group and the Borrower each hereby grants and agrees to cause any other Warnaco Entity that owns any property described in such request to grant at the time of such request to such Administrative Agent, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment, and to, or to cause its respective Subsidiaries to, cooperate in all reasonable respects with the preparation of such assessment.

Section 7.11 Additional Personal Property Collateral and Guaranties.

To the extent not delivered to the applicable Facility Agents on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each of Group and the Borrower agrees promptly to do, or cause each of its respective Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agents:

(a) deliver to the Facility Agents such duly-executed supplements and amendments to the Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agents and as the Administrative Agents deem necessary or advisable in order to ensure that each Domestic Subsidiary of Group (other than the Borrower and) guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof;

(b) deliver to the Facility Agents such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agents and as the Administrative Agents deem necessary or advisable in order to effectively grant to the Collateral Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable security interest having the priority described in Section 4.20 of this Agreement and the Collateral Documents in all personal property interests and other assets (including the Stock and Stock Equivalents and other debt Securities) of each Loan Party; provided, however, that in no event shall any Warnaco Entity be required to pledge in excess of 65% of the outstanding Voting Stock of any Non-U.S. Person that is a direct Subsidiary of Group or of any Domestic Subsidiary, unless (x) the Borrower and the Administrative Agents otherwise agree; (y)  such Voting Stock has been granted as security in respect of other Indebtedness of a Warnaco Entity having substantially similar tax consequences to the Loan Parties under Section 956 of the Code or (z) such pledge or grant can be made without resulting in any material adverse tax consequences for the Warnaco Entities, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant);

(c) to take such other actions necessary or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (b) above, including the filing of UCC

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financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agents; and

(d) if requested by any Administrative Agent, deliver to the Administrative Agents legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agents.

Section 7.12 [Intentionally Omitted].

Section 7.13 Real Property.

(a) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, (i) provide the Administrative Agents with a copy of each notice of default under any Lease with respect to any Material Leased Property received by any Warnaco Entity immediately upon receipt thereof and deliver to the Administrative Agents a copy of each notice of default sent by any Warnaco Entity under any Lease with respect to any Material Leased Property simultaneously with its delivery of such notice under such Lease and (ii) notify the Administrative Agents at least 14 days prior to the date any Warnaco Entity takes possession of, or becomes liable under, any new Lease with respect to any Material Leased Property, whichever is earlier.

(b) At least 15 Business Days prior to acquiring any Material Owned Real Property, each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, provide the Administrative Agents written notice thereof and, upon written request of any Administrative Agent, each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to provide Phase I environmental reports on such Material Owned Real Property showing no condition that could give rise to material Environmental Costs and Liabilities.

(c) To the extent not previously delivered to the Collateral Agent or the Administrative Agents, upon written request of any Administrative Agent, each of Group and the Borrower shall, and shall cause each other Loan Party to, execute and deliver to the Collateral Agent and the Administrative Agents, promptly and in any event not later than 45 days after receipt of such notice (or, if such notice is given by the Administrative Agents prior to the acquisition of such Material Owned Real Property, immediately upon such acquisition), a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, on such Material Owned Real Property of such Loan Party, together with (i) if requested by the Administrative Agents and such Material Owned Real Property is located in the United States, all Mortgage Supporting Documents relating thereto or (ii) otherwise, documents similar to Mortgage Supporting Documents deemed by the Administrative Agents to be appropriate in the applicable jurisdiction to obtain the equivalent in such jurisdiction of a first-priority mortgage on such Material Owned Real Property; provided, however, that in no event shall any Warnaco Entity that is not a Loan Party be required to enter into a Mortgage in respect of Material Owned Real Property, unless (x) the Borrower and the Administrative Agents otherwise agree, (y)  such Mortgage has been provided as security in respect of other Indebtedness of a Warnaco Entity having substantially similar tax consequences under Section 956 of the Code or (z) such pledge or grant can be made without resulting in any material adverse tax consequences for the Warnaco Entities, taken as a whole (including any Person that becomes a Loan Party as a result of providing such Mortgage).

Section 7.14 Post Closing Matters.    Each of Group and the Borrower shall, and shall cause each of their respective Subsidiaries to, satisfy the requirements set forth on Schedule 7.14 on or before the date set forth opposite such requirement or such later date as consented to by the Administrative Agent.

 ARTICLE VIII 

 NEGATIVE COVENANTS 

As long as any of the Obligations or the Commitments remain outstanding, without the written consent of the Requisite Lenders, each of Group and the Borrower agrees with the Lenders and the Facility Agents that:

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Section 8.1 Indebtedness. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a) the Secured Obligations (other than in respect of Hedging Contracts);

(b) the Senior Notes in an aggregate outstanding principal amount not to exceed $210,000,000;

(c) Indebtedness existing on the Closing Date and disclosed on Schedule 8.1 (Existing Indebtedness);

(d) (i) Guaranty Obligations incurred by a Loan Party in respect of Indebtedness of another Loan Party otherwise permitted by this Section 8.1, (ii) Guaranty Obligations incurred by any Foreign Subsidiary in respect of the Indebtedness of a Foreign Subsidiary otherwise permitted by this Section 8.1 and (iii) unsecured Guaranty Obligations incurred by a Loan Party in respect of the Indebtedness of a Foreign Subsidiary permitted by clause (g) of this Section 8.1;

(e) Capital Lease Obligations and purchase money Indebtedness incurred by a Warnaco Entity to finance the acquisition or construction of fixed assets in an aggregate outstanding principal amount not to exceed the Dollar Equivalent of $40,000,000 at any time; provided, however, that the Capital Expenditure related thereto is otherwise permitted by Section 5.3;

(f) Renewals, extensions, refinancings and refundings of Indebtedness permitted by clauses (b), (c) and (e) of this Section 8.1; provided, however, that any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount of, and is on terms no less favorable to the Warnaco Entity obligated thereunder (subject to market rates), including as to weighted average maturity and final maturity, than the Indebtedness being renewed, extended, refinanced or refunded;

(g) Indebtedness of the Foreign Subsidiaries of Group not otherwise permitted under this Section 8.1; provided, however, that (x) such Indebtedness shall be owing to Persons that are Agents or Lenders under the Facilities (or their respective Affiliates) (or, solely in the case of Indebtedness acquired in connection with the Frankie Acquisition, other Persons) and shall be on terms reasonably acceptable to the Administrative Agents, and (y) the Dollar Equivalent of the aggregate outstanding principal amount of all such Indebtedness shall not exceed $85,000,000 at any time;

(h) a Sale and Leaseback Transaction permitted pursuant to Section 8.16, to the extent such transaction would constitute Indebtedness;

(i) Indebtedness arising from intercompany loans from any Warnaco Entity to any other Warnaco Entity, provided, that such Investment is permitted to be made by such Warnaco Entity under Section 8.3(a);

(j) Indebtedness incurred for the sole purpose of financing the payment of insurance premiums in the ordinary course of business, in an aggregate amount not to exceed $15,000,000 at any one time outstanding;

(k) Indebtedness arising under any performance or surety bond entered into in the ordinary course of business;

(l) Obligations under Hedging Contracts permitted under Section 8.17;

(m) Indebtedness incurred for the sole purpose of financing the construction of a new distribution facility in Pennsylvania for Calvin Klein, Intimate Apparel and Chaps products in an aggregate amount not to exceed $30,000,000; and

(n) other Indebtedness the aggregate Dollar Equivalent of the principal amount of which shall not exceed $20,000,000 at any time.

Section 8.2 Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for:

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(a) Liens created pursuant to the Loan Documents;

(b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section  8.1 (g);

(c) Liens existing on Closing Date and disclosed on Schedule 8.2 (Existing Liens);

(d) Customary Permitted Liens;

(e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and Section 8.1(m) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease;

(f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing indebtedness being renewed, extended, refinanced or refunded;

(g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien hereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;

(h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with GAAP, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default;

(i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;

(j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and

(k) other Liens not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Section 8.3 Investments. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, directly or indirectly make or maintain any Investment except:

(a) Investments (i) by any Warnaco Entity in any Warnaco Entity in an amount not exceeding the amount outstanding on the Closing Date and as set forth on Schedule 8.3, and (ii)  additional Investments by (A) any Warnaco Entity in a Loan Party, (B)  any Warnaco Entity that is not a Loan Party in any other Warnaco Entity, and (C) any Loan Party in a Warnaco Entity that is not a Loan Party (1) to the extent required by applicable law to fulfill statutory capital requirements in a maximum aggregate amount up to $10,000,000, and (2) solely for the purposes of funding (x) the operations of such Foreign Subsidiary (including Standby Letters of Credit Issued for the benefit of such Foreign Subsidiaries), not to exceed in the aggregate $25,000,000 at any time outstanding under this subclause (a)(ii)(C)(2)(x), (y) the repayment of Indebtedness owed by such Warnaco Entity to any Loan Party and (z) operating expenses of Foreign Subsidiaries in Hong Kong, Central America and Mexico and (3) to the extent necessary for such entity to pay taxes that are due and payable; provided, that in each case (other than investments made as capital contributions pursuant to subclause (ii)(C)(1)) such Investment shall be evidenced by a promissory note in form and substance satisfactory to the Administrative Agents, the Collateral Agent shall have a perfected security interest in such promissory note and no Event of Default shall have occurred and be continuing at the time

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such Investment is made or would result therefrom; provided, further, that in the case of investments made as capital contributions pursuant to subclause (ii)(C)(1) such Investment shall be permitted only to the extent that substantially concurrently with such Investment the Borrower shall have complied with the requirements of Section 7.11(b) (Additional Personal Property Collateral and Guaranties);

(b) Investments in (i) cash and Cash Equivalents; provided that such cash and Cash Equivalents held by a Loan Party are held in a Blocked Account, a Restricted Account, a Control Account, or otherwise in compliance with Section 4.7 of the Pledge and Security Agreement, and (ii) Investment Grade Debt Securities; provided that Investment Grade Debt Securities held by a Loan Party are held in a Securities Account, or otherwise in compliance with Section 4.4 of the Pledge and Security Agreement;

(c) Investments existing on the Closing Date and described on Schedule 8.3 (Existing Investments) hereto;

(d) Investments in payment intangibles, chattel paper (each as defined in the UCC) and Accounts, notes receivable (including but not limited to those notes receivable held by the Borrower or its Subsidiaries pursuant to clause (b) of Section 8.4) and similar items arising or acquired in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries;

(e) Investments consisting of Stock or Stock Equivalents, obligations, securities or other property received in a bankruptcy proceeding or in settlement of claims arising in the ordinary course of business;

(f) (i) advances or loans to directors or employees of the Warnaco Entities that do not exceed $2,000,000 in the aggregate at any one time outstanding (other than any loans or advances to any director or executive officer (or equivalent thereof) that would be in violation of Section 402 of the United States Sarbanes-Oxley Act of 2002), and (ii) advances for employee travel, relocation and other similar and customary expenses incurred in the ordinary course of business that do not exceed $3,000,000 in the aggregate at any one time outstanding;

(g) Investments consisting of promissory notes received in connection with an Asset Sale permitted pursuant to Section 8.4(b); provided that such promissory notes are pledged to the Collateral Agent within three (3) Business Days’ of the receipt thereof by any Loan Party as additional Collateral pursuant to the Pledge and Security Agreement;

(h) Guaranty Obligations permitted by Section 8.1;

(i) Investments by the Borrower or any Subsidiary Guarantor in Permitted Acquisitions;

(j) Investment by the Borrower in any Warnaco Entity to the extent that such funds are used to consummate the Frankie Acquisition;

(k) other Investments in an aggregate amount invested not to exceed the Dollar Equivalent of $5,000,000 at any time; and

(l) Investments constituting Post Closing Reorganizations.

Section 8.4 Sale of Assets. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of, any of its assets or any interest therein (including the sale or factoring at maturity or collection of any Accounts) to any Person, or permit or suffer any other Person to acquire any interest in any of its assets or, in the case of any Subsidiary of Group, issue or sell any shares of such Subsidiary’s Stock or Stock Equivalent (any such disposition being an ‘‘Asset Sale’’), except:

(a) the sale or disposition of inventory in the ordinary course of business;

(b) the sale of any asset or assets (including, without limitation, a Subsidiary’s Stock) by a Warnaco Entity as long as (i) the purchase price paid to such Warnaco Entity for such asset shall be no less than the Fair Market Value of such asset at the time of such sale, (ii) no less than 100% of the purchase price for such asset shall be paid in cash (provided that in the case of an Asset Sale consummated when no Loan or Loans or unreimbursed amounts in respect of drawn Letters of Credit

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are outstanding, 50% of the purchase price for such asset may be paid in cash and the remaining amount paid in notes receivable (which notes receivable shall be in form and substance reasonably satisfactory to the Administrative Agents, for the benefit of the Lenders), (iii) neither the seller of such assets nor any of its Affiliates shall have any subsequent payment obligations in respect of such sale, other than customary and standard indemnity obligations and as set forth in subclause (ii) above, (iv) no Default or Event of Default has occurred and is continuing at the time of such sale or would result from such sale, and (v) the aggregate purchase price paid to all Warnaco Entities for all assets sold since the Closing Date pursuant to this clause (b) shall not exceed $30,000,000 in the aggregate;

(c) transfers of assets from (i) any Loan Party to any other Loan Party, (ii) any Loan Party to any Warnaco Entity that is not a Loan Party, provided that the aggregate Fair Market Value of assets sold, leased, transferred or otherwise disposed of pursuant to this subclause (ii) shall not exceed $5,000,000 in the aggregate plus the Fair Market Value of any equipment and inventory owned on the Closing Date by a Loan Party in connection with its domestic manufacturing operations that are subsequently transferred to a Foreign Subsidiary, and (iii) any Warnaco Entity that is not a Loan Party to any other Warnaco Entity;

(d) the licensing or sublicensing of trademarks and trade names by any Warnaco Entity (i) for an initial term not in excess of 7 years and (ii) in respect of which the aggregate up-front payments and minimum guaranteed royalties are not in excess of $7,500,000 for any transaction or $25,000,000 in the aggregate for all such transactions; provided, however, that any such licensing to a Person other than a Loan Party shall take place on an arm’s-length basis;

(e) the rental by the Warnaco Entities, as lessors or sub-lessors, in the ordinary course of their respective businesses, on an arm’s-length basis, of real property and personal property, in each case under leases (other than Capital Leases);

(f) the sale or disposition of machinery and equipment no longer used or useful in the business of the Warnaco Entities;

(g) any sale of fixed assets not in connection with a Sale and Leaseback Transaction that were purchased in connection with a proposed lease financing transaction within 45 days of such Asset Sale, which assets are subsequently leased back by the Borrower or one of its Subsidiaries;

(h) any Asset Sale permitted by Section 8.7;

(i) any Asset Sale in connection with a Sale and Leaseback Transaction permitted pursuant to Section 8.16(b); and

(j) any Asset Sale by a Warnaco Entity to another Warnaco Entity necessary in connection with any Post Closing Reorganization permitted pursuant to Section 8.3 (Investments); provided that the Borrower complies with the provisions of Section 7.11 (Additional Collateral and Guaranties) in connection therewith and that no Event of Default has occurred and is continuing at the time such Asset Sale is consummated or would result therefrom.

Section 8.5 Restricted Payments. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment except for the following:

(a) Restricted Payments by any Subsidiary of the Borrower to the Borrower or any Subsidiary of the Borrower that owns Stock of such Subsidiary;

(b) dividends and distributions declared and paid on the common Stock of Group and payable only in common Stock of Group;

(c) cash dividends on the Stock of the Borrower to Group paid and declared in any Fiscal Year solely for the purpose of funding the following:

(i) ordinary operating expenses of Group to cover, inter alia, fees and expenses of directors, directors’ and officers’ insurance, and costs associated with regulatory compliance, not in excess of $5,500,000 in the aggregate in any Fiscal Year;

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(ii) payments by Group in respect of foreign, federal, state or local taxes owing by Group in respect of the Warnaco Entities, but not greater than the amount that would be payable by the Borrower, on a consolidated basis, if the Borrower were the taxpayer; and

(iii) Restricted Payments by Group permitted by clauses (d) and (e) below.

(d) cash dividends on common Stock of Group paid and declared in any Fiscal Year and Restricted Payments by Group in connection with the redemption, repurchase or other acquisition of its common Stock in any Fiscal Year; provided, however, that (i) such cash dividends and Restricted Payments shall not exceed an amount equal to twenty-five percent (25%) of Group’s Consolidated Net Income for the then most recently completed Fiscal Year and (ii) after giving effect to each such Restricted Payment and cash dividend, Available Credit is at least equal to $50,000,000; and

(e) Restricted Payments by any Warnaco Entity up to an aggregate amount, together with any payment made under Section 8.6(b)(vi), of $50,000,000, if after giving effect to such Restricted Payment, Cash on Hand is at least equal to $50,000,000;

provided, however, that the Restricted Payments described in subclause (c)(i) and clauses (d) and (e) shall not be permitted if either (A) an Event of Default or Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Indebtedness (other than the Obligations) of any Warnaco Entity (as in effect on the Closing Date).

Section 8.6 Prepayment and Cancellation of Indebtedness.

(a) Neither Group nor the Borrower shall, nor shall they permit any of their respective Subsidiaries to, cancel any claim or Indebtedness owed to any of them except in the ordinary course of business consistent with past practice.

(b) Neither Group nor the Borrower shall, nor shall they permit any of their respective Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness; provided, however, that any Warnaco Entity may: (i) prepay the Obligations in accordance with the terms of this Agreement, (ii) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness, (iii) make permitted repayments of any Indebtedness permitted by Section 8.1 hereof solely to the extent that such Indebtedness is ‘‘revolving’’, (iv) prepay any intercompany Indebtedness payable to the Borrower or any of its Subsidiaries by the Borrower or any of its Subsidiaries, (v) repurchase the Senior Notes in the open market using then available Cash On Hand in an aggregate amount not to exceed $10,000,000, and (vi) renew, extend, refinance and refund Indebtedness, as long as such renewal, extension, refinancing or refunding is permitted under Section 8.1(f) and (vii) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness of any Warnaco Entity up to an aggregate amount, together with any payment made under Section 8.5(e) (but not including any payments on Indebtedness permitted in clauses (i) through (v) above), of $50,000,000, if after giving effect to such payment, Cash on Hand is at least equal to $50,000,000.

Section 8.7 Restriction on Fundamental Changes.    Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, merge with any Person, consolidate with any Person, dissolve, acquire all or substantially all of the Stock or Stock Equivalents of any Person, acquire all or substantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that:

(a) any Warnaco Entity may merge into or consolidate with any Loan Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Loan Party;

(b) any Warnaco Entity that is not a Loan Party may merge into or consolidate with any other Warnaco Entity that is not a Loan Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of Group;

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(c) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, that, in case of any such formation, the Subsidiary formed shall be an indirect Wholly Owned Subsidiary of Group, and, in the case of a Domestic Subsidiary, shall become a Loan Party;

(d) any Warnaco Entity 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 $100,000) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall be distributed to another Loan Party;

(e) any Warnaco Entity may consummate the Frankie Acquisition and any Permitted Acquisition; and

(f) any Warnaco Entity that is a Foreign Subsidiary may merge into, consolidate with or acquire all or substantially all of the stock of any other Warnaco Entity that is a Foreign Subsidiary in connection with a Post Closing Reorganization;

provided, however, that in each case under this Section 8.7 both before and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Section 8.8 Change in Nature of Business.

(a) Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, make any material change in the nature or conduct of its business as carried on at the date hereof.

(b) Group shall not engage in any business or activity other than (i) holding shares in the Stock of the Borrower, (ii) paying taxes, (iii) preparing reports to Governmental Authorities and to its shareholders and (iv) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure.

Section 8.9 Transactions with Affiliates. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, except as otherwise expressly permitted herein, do any of the following: (a) make any Investment in an Affiliate of Group which is not a Warnaco Entity; (b) transfer, sell, lease, assign or otherwise dispose of any asset to any Affiliate of Group which is not a Warnaco Entity; (c) merge into or consolidate with or purchase or acquire assets from any Affiliate of Group which is not a Warnaco Entity; (d) repay any Indebtedness to any Affiliate of Group which is not a Warnaco Entity; or (e) enter into any other transaction directly or indirectly with or for the benefit of any Affiliate of Group which is not a Warnaco Entity (including guaranties and assumptions of obligations of any such Affiliate), except for (i) transactions in the ordinary course of business on a basis no less favorable to such Warnaco Entity as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate and (ii) salaries and other employee compensation to officers or directors of any Warnaco Entity.

Section 8.10 Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the documents governing any Indebtedness permitted under, Section 8.1(g) (without limiting the approval rights of the Administrative Agents under Section 8.1(g)), or any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or Section 8.1(f) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to:

(a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any other Warnaco Entity, or

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(b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of any Warnaco Entity to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Section 8.11 Modification of Constituent Documents. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, change its capital structure (including in the terms of its outstanding Stock) or otherwise amend its Constituent Documents, except for changes and amendments which do not materially and adversely affect the rights and privileges of any Warnaco Entity, or the interests of the Facility Agents or the Secured Parties under the Loan Documents or in the Collateral.

Section 8.12 Modification of Certain Documents and Certain Debt.

Neither Group nor the Borrower shall, nor shall they permit any of their respective Subsidiaries to, (a) alter, rescind, terminate, amend, supplement, waive or otherwise modify any provision of the Frankie Acquisition Agreement or any document governing Indebtedness permitted pursuant to Section 8.1(b) and Section 8.1(g), except for modifications to the terms of such Indebtedness (or any indenture or agreement in connection therewith) permitted under Section 8.13 (Modification of Debt Agreements) and modifications that do not materially adversely affect the interests of the Secured Parties under the Loan Documents or in the Collateral or (b) permit any breach or default to exist under the Frankie Acquisition Agreement or take or fail to take any action thereunder, if to do so could reasonably be expected to have a Material Adverse Effect.

Section 8.13 Modification of Debt Agreements.

Neither Group nor the Borrower shall, nor shall they permit any of their respective Subsidiaries to, change or amend the terms of the Senior Note Documents (or any indenture, agreement or other material document entered into in connection therewith) if the effect of such amendment is to (a) increase the interest rate payable in cash on such Indebtedness, (b) change the dates upon which payments of principal or interest are due on such Indebtedness other than to extend such dates, (c) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Indebtedness unless a corresponding covenant is added hereunder, (d) change the subordination provisions, if any, of such Indebtedness, (e) change the redemption or prepayment provisions of such Indebtedness other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (f) change or amend any term (including any covenant) if such change or amendment would increase the obligations of the obligor or confer additional rights to the holder of such Indebtedness or Security in a manner materially adverse to any Warnaco Entity, the Facility Agents or any Lender.

Section 8.14 Accounting Changes; Fiscal Year. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, change its (a) accounting treatment and reporting practices, except as required by GAAP, the Financial Accounting Standards Board or any Requirement of Law and disclosed to the Lenders and the Administrative Agents or (b) Fiscal Year.

Section 8.15 Margin Regulations. Neither Group nor the Borrower shall, nor shall they permit any of their respective Subsidiaries to, use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

Section 8.16 Operating Leases; Sale and Leasebacks Transactions.

(a) The aggregate amount of rents paid by the Warnaco Entities (without duplication, as lessee or guarantor or other surety) under operating leases (other than (i) operating leases entered into prior to the Closing Date and any renewals, extensions or replacements of such operating leases on market terms, (ii) leases permitted to be incurred pursuant to clause (b) below and (iii) any operating leases entered into in connection with a new distribution facility in Pennsylvania for Calvin Klein, Intimate Apparel and Chaps products) shall not exceed the Dollar Equivalent of $10,000,000 in any Fiscal Year.

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(b) Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any Sale and Leaseback Transaction if, after giving effect to such Sale and Leaseback Transaction, the Dollar Equivalent of the aggregate Fair Market Value of all properties covered by Sale and Leaseback Transactions would exceed $10,000,000.

Section 8.17 No Speculative Transactions. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, engage in any speculative transaction or in any transaction involving Hedging Contracts except for the sole purpose of hedging in the normal course of business and consistent with industry practices.

Section 8.18 Compliance with ERISA. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, or cause or permit any ERISA Affiliate to, cause or permit to occur (a) an event which could result in the imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of ERISA or (b) an ERISA Event that would have a Material Adverse Effect.

Section 8.19 Environmental. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, allow a Release of any Contaminant in violation of any Environmental Law; provided, however, that no Warnaco Entity shall be deemed in violation of this Section 8.19 if, as the consequence of all such Releases, the Warnaco Entities would not incur Environmental Liabilities and Costs in excess of $5,000,000 in the aggregate.

 ARTICLE IX 

 EVENTS OF DEFAULT 

Section 9.1 Events of Default.    Each of the following events shall be an Event of Default:

(a) The Borrower shall (i) fail to pay any principal of any Loan or any Reimbursement Obligation under any Loan Document when the same becomes due and payable or (ii) shall fail to pay interest or fees under any Loan Document when due and such payment default shall continue for three (3) Business Days; or

(b) any representation or warranty made or deemed made by any Loan Party in any Loan Document or by any Loan Party (or any of its officers) in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or

(c) any Loan Party shall fail to perform or observe (i) any term, covenant or agreement contained in Article V, Section 6.1, Section 6.2, Section 6.12, Section 7.1, Section 7.6, Section 7.9, Section 7.11, or Article VIII, or Section 4.7 of the Pledge and Security Agreement, or (ii) any other term, covenant or agreement contained in this Agreement or in any other Loan Document if such failure under this clause (ii) shall remain unremedied for 30 days after the earlier of the date on which (A) a Responsible Officer of the Group or the Borrower becomes aware of such failure and (B) written notice thereof shall have been given to the Borrower by any Administrative Agent or any Lender; or

(d) (i) any Warnaco Entity shall fail to make any payment on any Indebtedness (other than the Obligations) of any Warnaco Entity (or any Guaranty Obligation in respect of Indebtedness of any other Person) having a principal amount of $10,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or (iii) any such Indebtedness shall become or be declared to be due and payable, or required to be prepaid or repurchased (other than by a regularly scheduled required prepayment or, in connection with the Senior Notes, a provision requiring a prepayment or repurchase in the event of the receipt by a Warnaco Entity of proceeds of a Debt Issuance, equity issuance or an Asset Sale), prior to the stated maturity thereof; or

(e) (i) any Warnaco Entity shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for the

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benefit of creditors, (ii) any proceeding shall be instituted by or against any Warnaco Entity seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official for it or for any substantial part of its property; provided, however, that, in the case of any such proceedings instituted against a Warnaco Entity (but not instituted by a Warnaco Entity), either such proceedings shall remain undismissed or unstayed for a period of 30 days or more or any action sought in such proceedings shall occur or (iii) any Warnaco Entity shall take any corporate action to authorize any action set forth in clauses (i) and (ii) above; or

(f) any provision of any Loan Document after delivery thereof shall for any reason fail or cease to be valid and binding on, or enforceable against, any Loan Party party thereto, or any Loan Party shall so state in writing; or

(g) any Collateral Document shall for any reason fail or cease to create a valid and enforceable Lien on any Collateral purported to be covered thereby or, except as permitted by the Loan Documents, such Lien shall fail or cease to be a perfected Lien having the priority described in Section 4.20 of this Agreement and the Collateral Documents, or any Loan Party shall so state in writing; or

(h) one or more judgments or orders (or other similar process) involving, in any single case or in the aggregate, an amount in excess of $10,000,000 in the case of a money judgment, to the extent not covered by insurance, shall be rendered against one or more Warnaco Entity and shall remain unpaid and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i) an ERISA Event shall occur and the amount of all liabilities and deficiencies resulting therefrom, whether or not assessed, exceeds $10,000,000 in the aggregate; or

(j) there shall occur a Change of Control; or

(k) a Warnaco Entity shall have entered into one or more consent or settlement decrees or agreements or similar arrangements with a Governmental Authority or one or more judgments, orders, decrees or similar actions shall have been entered against a Warnaco Entity based on or arising from the violation of or pursuant to any Environmental Law, or the generation, storage, transportation, treatment, disposal or Release of any Contaminant and, in connection with all the foregoing, the Warnaco Entities are likely to incur Environmental Liabilities and Costs in excess of $10,000,000 in the aggregate.

Section 9.2 Remedies.    During the continuance of any Event of Default,

(a) (i) the Revolving Facility Agent may, and at the request of the Requisite Revolving Credit Lenders, shall, by notice to the Borrower, declare that all or any portion of the Commitments be terminated, whereupon the obligation of each Revolving Credit Lender to make any Revolving Loan and each Issuer to Issue any Letter of Credit shall immediately terminate; and

(ii) the Revolving Facility Agent shall at the request, or may with the consent, of the Requisite Revolving Credit Lenders, by notice to the Borrower, declare the Revolving Loans, all interest thereon and all other amounts and Obligations (other than the Obligations under the Term Loan Facility) payable under this Agreement to be forthwith due and payable, whereupon all such Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

(b) the Term Facility Agent shall at the request, or may with the consent, of the Requisite Term Loan Lenders, by notice to the Borrower, declare the Term Loans, all interest thereon and all other amounts and Obligations under the Term Loan Facility payable under this Agreement to be forthwith

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due and payable, whereupon such Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower;

provided, however, that upon the occurrence of the Events of Default specified in Section 9.1(e) with respect to any Loan Party, (x) the Commitments of each Lender to make Loans and the commitments of each Lender and Issuer to Issue or participate in Letters of Credit shall each automatically be terminated and (y) the Loans, all such interest and all such amounts and Obligations shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower; and provided, further, that in addition to the remedies set forth above and subject to and in accordance with the Intercreditor Agreement, the Facility Agents and the Lenders shall be entitled to exercise all of their respective rights and remedies under the Loan Documents, including, without limitation, in the case of the Collateral Agent, all rights and remedies with respect to the Collateral provided under the Collateral Documents and in the case of all Agents, any other remedies provided by applicable law.

Section 9.3 Actions in Respect of Letters of Credit. Upon the Revolving Credit Termination Date, or as required by Section 2.9, the Borrower shall pay to the Revolving Facility Agent in immediately available funds at the Revolving Facility Agent’s office referred to in Section 11.8, for deposit in a Cash Collateral Account, the amount required to ensure that, after such payment, the aggregate funds on deposit in the Cash Collateral Accounts equals or exceeds 105% of the sum of all outstanding Letter of Credit Obligations. The Revolving Facility Agent may, from time to time after funds are deposited in any Cash Collateral Account, apply funds then held in such Cash Collateral Account to the payment of any amounts, in accordance with Section 2.13(h), as shall have become or shall become due and payable by the Borrower to the Issuers or the Lenders in respect of the Letter of Credit Obligations. The Revolving Facility Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application.

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 ARTICLE X 

 THE ADMINISTRATIVE AGENTS 

Section 10.1 Authorization and Action.

(a) (i) Each Revolving Credit Lender, the Swing Loan Lender and each Issuer hereby appoints CNAI as the Revolving Facility Agent hereunder and each such Revolving Credit Lender, the Swing Loan Lender and each Issuer authorizes the Revolving Facility Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Revolving Facility Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Revolving Credit Lender, the Swing Loan Lender and each Issuer hereby authorizes the Revolving Facility Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Revolving Facility Agent is a party, to exercise all rights, powers and remedies that the Revolving Facility Agent may have under such Loan Documents.

(ii) Each Term Loan Lender hereby appoints CNAI as the Term Facility Agent hereunder and each such Term Loan Lender authorizes the Term Facility Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Term Facility Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Term Loan Lender hereby authorizes the Term Facility Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Term Facility Agent is a party, to exercise all rights, powers and remedies that the Term Facility Agent may have under such Loan Documents.

(iii) Each Administrative Agent, each Lender and each Issuer hereby appoints CNAI as the Collateral Agent hereunder and each Administrative Agent, each Lender and each Issuer authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Collateral Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Administrative Agent, each Lender and each Issuer hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such Loan Documents and, in the case of the Collateral Documents, to act as agent for the Administrative Agents, the Lenders, each Issuer and the other Secured Parties under such Collateral Documents.

(b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection), no Facility Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, Requisite Revolving Credit Lenders or the Requisite Term Loan Lenders, as the case may be, and such instructions shall be binding upon all Lenders and each Issuer; provided, however, that no Facility Agent shall be required to take any action which (i) such Facility Agent in good faith believes exposes it to personal liability unless such Facility Agent receives an indemnification satisfactory to it from the Lenders and the Issuers with respect to such action or (ii) is contrary to this Agreement, the Intercreditor Agreement or applicable Requirements of Law. Each Facility Agent agrees to give to each other Facility Agent, each Lender and each Issuer prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Documents.

(c) In performing its functions and duties hereunder and under the other Loan Documents, (i) the Revolving Facility Agent is acting solely on behalf of the Swing Loan Lender, the Revolving Credit Lenders and the Issuers, (ii) the Term Facility Agent is acting solely on behalf of the Term Loan Lenders and (iii) the Collateral Agent is acting solely on behalf of the Administrative Agents, the Lenders and the Issuers, except, in the cases of the Administrative Agents, to the limited extent provided in Section 2.7(b) and Section 11.2(c), and each of their respective duties are entirely

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administrative in nature. No Facility Agent assumes, and shall not be deemed to have assumed, any obligation other than as expressly set forth herein and in the other Loan Documents or any other relationship as agent, fiduciary or trustee of or for any other Agent, Lender, Issuer or holder of any other Obligation. Any Facility Agent may perform any of its duties under any of the Loan Documents by or through its agents or employees.

Section 10.2    Agent’s Reliance, Etc. None of the Facility Agents, any of their respective Affiliates, or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, each Administrative Agent and, other than in the case of clause (a), the Collateral Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (d) makes no warranty or representation to any other Agent, any Lender or any Issuer and shall not be responsible to any other Agent, any Lender or any Issuer for any statements, warranties or representations made by or on behalf of Group or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents or the financial condition of any Loan Party, or the existence or possible existence of any Default or Event of Default; (f) shall not be responsible to any other Agent, any Lender or any Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Section 10.3 The Agents Individually. With respect to its respective Ratable Portion, CNAI shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms ‘‘Lenders’’, ‘‘Revolving Credit Lenders’’, ‘‘Term Loan Lenders’’, ‘‘Requisite Lenders’’, ‘‘Requisite Term Loan Lenders’’ or ‘‘Requisite Revolving Credit Lenders’’ or any similar terms shall, unless the context clearly otherwise indicates, include each Facility Agent in its individual capacity as a Lender, Revolving Credit Lender or Term Loan Lender, or as one of the Requisite Lenders, Requisite Revolving Credit Lenders, Requisite Term Loan Lenders, as the case may be. CNAI and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with any Loan Party as if it were not acting as a Facility Agent hereunder or under the Loan Documents.

Section 10.4 Lender Credit Decision. Each Lender and each Issuer acknowledges that it shall, independently and without reliance upon any Facility Agent or any other Lender conduct its own independent investigation of the financial condition and affairs of the Borrower and each other Loan Party in connection with the making and continuance of the Loans and with the issuance of the Letters of Credit. Each Lender and each Issuer also acknowledges that it will, independently and without reliance upon any Facility Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Loan Documents.

Section 10.5 Indemnification. Each (a) Revolving Credit Lender and the Swing Loan Lender agrees to indemnify the Collateral Agent and the Revolving Facility Agent and each of its respective Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by a Loan Party) and (b) each Term Loan Lender agrees to indemnify the Collateral

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Agent and the Term Facility Agent and each of its respective Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by a Loan Party), from and against such Lender’s aggregate Ratable Portion of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees and disbursements of legal counsel) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, the applicable Facility Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement, the other Loan Documents or any action taken or omitted by the applicable Facility Agent under this Agreement, the other Loan Documents; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the applicable Facility Agent’s or such Affiliate’s gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to reimburse each applicable Facility Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees and disbursements of legal counsel) incurred by such Facility Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement, the other Loan Documents, to the extent that such Facility Agent is not reimbursed for such expenses by a Loan Party.

Section 10.6 Successor Agents.

(a) Revolving Facility Agent.    The Revolving Facility Agent may resign at any time by giving written notice thereof to the other Facility Agents, the Revolving Credit Lenders, the Swing Loan Lender, the Issuers and the Borrower and shall, immediately upon giving such notice, be discharged from its duties and obligations under this Agreement and the other Loan Documents; provided, however, that if the Person acting as Revolving Facility Agent is not also acting as Term Facility Agent, the retiring Revolving Facility Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents solely upon the acceptance of any appointment as Revolving Facility Agent as provided below. Upon any such resignation by the Revolving Facility Agent, the Requisite Revolving Credit Lenders shall have the right to appoint a successor Revolving Facility Agent, provided that such successor shall be United States person as defined in Section 7701(a)(30) of the Code. If no successor Revolving Facility Agent shall have been so appointed by the Requisite Revolving Credit Lenders and shall have accepted such appointment, within 30 days after the retiring Revolving Facility Agent’s giving of notice of resignation, then the retiring Revolving Facility Agent may, on behalf of the Revolving Credit Lenders, the Swing Loan Lender and the Issuers appoint a successor Revolving Facility Agent, selected from among the Revolving Credit Lenders. Such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Revolving Facility Agent by a successor Revolving Facility Agent, such successor Revolving Facility Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Revolving Facility Agent, and the retiring Revolving Facility Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Revolving Facility Agent’s resignation hereunder as Revolving Facility Agent, the retiring Revolving Facility Agent shall take such action as may be reasonably necessary to assign to the successor Revolving Facility Agent its rights as Revolving Facility Agent under the Loan Documents. At any time after the discharge of a retiring Revolving Facility Agent from its duties and obligations under this Agreement and prior to any Person accepting its appointment as a successor Revolving Facility Agent, the Requisite Revolving Credit Lenders shall assume and perform all of the duties of such retiring Revolving Facility Agent hereunder until such time, if any, as a successor Revolving Facility Agent shall become the Revolving Facility Agent hereunder. After its resignation, the retiring Revolving Facility Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was Revolving Facility Agent under this Agreement or the other Loan Documents.

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(b) Term Facility Agent.     The Term Facility Agent may resign at any time by giving written notice thereof to the other Facility Agents, the Term Loan Lenders and the Borrower and shall, immediately upon giving such notice, be discharged from its duties and obligations under this Agreement and the other Loan Documents; provided, however, that if the Person acting as Term Facility Agent is not also acting as Revolving Facility Agent, the retiring Term Facility Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents solely upon the acceptance of any appointment as Term Facility Agent as provided below. Upon any such resignation by the Term Facility Agent, the Requisite Term Loan Lenders shall have the right to appoint a successor Term Facility Agent, provided that such successor shall be United States person as defined in Section 7701(a)(30) of the Code. If no successor Term Facility Agent shall have been so appointed by the Requisite Term Loan Lenders and shall have accepted such appointment, within 30 days after the retiring Term Facility Agent’s giving of notice of resignation, then the retiring Term Facility Agent may, on behalf of the Term Loan Lenders, appoint a successor Term Facility Agent, selected from among the Term Loan Lenders. Such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Term Facility Agent by a successor Term Facility Agent, such successor Term Facility Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Term Facility Agent, and the retiring Term Facility Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Term Facility Agent’s resignation hereunder as Term Facility Agent, the retiring Term Facility Agent shall take such action as may be reasonably necessary to assign to the successor Term Facility Agent its rights as Term Facility Agent under the Loan Documents. At any time after the discharge of a retiring Term Facility Agent from its duties and obligations under this Agreement and prior to any Person accepting its appointment as a successor Term Facility Agent, the Requisite Term Loan Lenders shall assume and perform all of the duties of such retiring Term Facility Agent hereunder until such time, if any, as a successor Term Facility Agent shall become the Term Facility Agent hereunder. After its resignation, the retiring Term Facility Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was Term Facility Agent under this Agreement or the other Loan Documents.

(c) Collateral Agent.    The Collateral Agent may resign as set forth in the Intercreditor Agreement. After such resignation, the retiring Collateral Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement or the other Loan Documents.

Section 10.7 Concerning the Collateral and the Collateral Documents.

(a) (i) The Swing Loan Lender, each Revolving Credit Lender and each Issuer agrees that any action taken by the Revolving Facility Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Revolving Facility Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon the Swing Loan Lender and all of the Revolving Credit Lenders, the Issuers and the other applicable Secured Parties. Without limiting the generality of the foregoing, the Revolving Facility Agent shall have the sole and exclusive right and authority to act as the disbursing and collecting agent for the Revolving Credit Lenders and the Issuers with respect to all payments and collections arising in connection with the Revolving Credit Facility; provided, however, that notwithstanding anything to the contrary herein, the Revolving Facility Agent shall have the right to manage, supervise and otherwise deal with the Collateral included in the Borrowing Base, including the right to make Protective Advances in an aggregate amount not to exceed the lesser of $10,000,000 and the aggregate amount of the unused Revolving Credit Commitments.

(ii) Each Term Loan Lender agrees that any action taken by the Term Facility Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater

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proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Term Facility Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Term Loan Lenders and the other applicable Secured Parties. Without limiting the generality of the foregoing, the Term Facility Agent shall have the sole and exclusive right and authority to act as the disbursing and collecting agent for the Term Loan Lenders with respect to all payments and collections arising in connection with the Term Loan Facility or any other Obligation (other than in respect of the Revolving Credit Facility or any Obligations in respect of hedging agreements or cash management documents).

(iii) Each Administrative Agent, each Lender and each Issuer agrees that any action taken by the Collateral Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Collateral Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Administrative Agents, the Lenders, the Issuers and the other Secured Parties. Without limiting the generality of the foregoing, the Collateral Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection with the Collateral Documents; provided, that the Collateral Agent shall pay such amounts to the applicable Administrative Agent for application in accordance with the provisions of this Agreement and the other Loan Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Administrative Agents, the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; provided, however, that the Collateral Agent hereby appoints, authorizes and directs each Administrative Agent, Lender and Issuer to act as collateral sub-agent for the Collateral Agent, the Administrative Agents, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Collateral, including any Deposit Account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Administrative Agent, such Lender or such Issuer, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Collateral Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable Requirements of Law or otherwise.

(b) Each of the Administrative Agents, the Lenders and the Issuers hereby consents to the release and hereby directs the Collateral Agent (without any further notice or consent) to promptly release or subordinate any Lien held by the Collateral Agent for the benefit of the Administrative Agents, the Lenders, the Issuers and the other Secured Parties as set forth in the Intercreditor Agreement.

(c) Each of the Administrative Agents, the Lenders and the Issuers hereby directs, in accordance with the terms hereof, the Collateral Agent to release any Subsidiary Guarantor from its obligations under the Guaranty if the Stock of such Subsidiary Guarantor is being dissolved pursuant to Section 8.7(d) or sold or disposed of, if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) (other than an Asset Sale pursuant to Section 8.4(c)), or, if not pursuant to such sale or disposition, if such release is consented to by the Lenders required to consent thereto under Section 11.1.

(d) Each of the Administrative Agents, the Lenders and the Issuers hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.7

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promptly upon the effectiveness of any such release. Unless expressly permitted by a Loan Document (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement), the Collateral Agent shall not release any Lien or any Subsidiary Guarantor from its obligations under the Guaranty.

(e) Each Lender hereby acknowledges that it has fully reviewed the Intercreditor Agreement and, by its execution of this Agreement, hereby consents to the execution and delivery of the Intercreditor Agreement by the applicable Administrative Agent and the Collateral Agent and agrees to comply with the terms thereof (which terms are incorporated herein by reference in their entirety) as if such Lender were a direct signatory thereto.

Section 10.8 Collateral Matters Relating to Related Obligations. The provisions of this Agreement and the other Loan Documents relating to the Collateral shall extend to and be available in respect of any Secured Obligation arising under any Hedging Contract or Cash Management Obligation or that is otherwise owed to Persons other than the Facility Agents, the Lenders and the Issuers (collectively, ‘‘Related Obligations’’) solely on the condition and understanding, as among the Facility Agents and all Secured Parties, that (a) the Related Obligations shall be entitled to the benefit of the Collateral to the extent expressly set forth in this Agreement and the other Loan Documents and to such extent the Facility Agents shall hold, and have the right and power to act with respect to, the Guaranty and the Collateral on behalf of and as agent for the holders of the Related Obligations, but each Facility Agent is otherwise acting solely as agent for the Lenders and the Issuers and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Related Obligations, (b) all matters, acts and omissions relating in any manner to the Guaranty, the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien, shall be governed solely by the provisions of this Agreement and the other Loan Documents and no separate Lien, right, power or remedy shall arise or exist in favor of any Secured Party under any separate instrument or agreement or in respect of any Related Obligation, (c) each Secured Party shall be bound by all actions taken or omitted, in accordance with the provisions of this Agreement and the other Loan Documents, by any of the Facility Agents and the Requisite Lenders, each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Commitments and its own interest in the Loans, Letter of Credit Obligations and other Obligations to it arising under this Agreement or the other Loan Documents, without any duty or liability to any other Secured Party or as to any Related Obligation and without regard to whether any Related Obligation remains outstanding or is deprived of the benefit of the Collateral or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no holder of Related Obligations and no other Secured Party (except the Facility Agents, the Lenders and the Issuers, to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under this Agreement or the Loan Documents and (e) no holder of any Related Obligation shall exercise any right of setoff, banker’s lien or similar right except to the extent provided in Section 11.6 and then only to the extent such right is provided for under the documents governing such Related Obligation and exercised in compliance with Section 11.7.

Section 10.9 Posting of Approved Electronic Communications.

(a) Each of the Agents, Lenders, the Issuers and Group and the Borrower agree, and Group shall cause each other Loan Party to agree, that each Administrative Agent and the Collateral Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the applicable Lenders and Issuers by posting such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic platform chosen by the Agents to be their electronic transmission system (the ‘‘Approved Electronic Platform’’).

(b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Agents from time to time (including, as of the Closing Date, a dual firewall and a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis,

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each of the Lenders, the Issuers, Group and the Borrower acknowledges and agrees, and Group shall cause each other Loan Party to acknowledge and agree, that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Facility Agents, the Lenders, the Issuers, Group and the Borrower hereby approves, and Group shall cause each other Loan Party to approve, distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes, and Group shall cause each other Loan Party to understand and assume, the risks of such distribution.

(c) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED ‘‘AS IS’’ AND ‘‘AS AVAILABLE’’. NONE OF THE FACILITY AGENTS OR ANY OF THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (THE ‘‘AGENT AFFILIATES’’) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT AFFILIATES IN CONNECTION WITH THE APPROVED ELECTRONIC PLATFORM OR THE APPROVED ELECTRONIC COMMUNICATIONS.

(d) Each of the Lenders, the Issuers, Group and the Borrower agree, and Group shall cause each other Loan Party to agree, that each Facility Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with such Agent’s generally-applicable document retention procedures and policies.

Section 10.10 Syndication Agent; Co-Documentation Agents; Arrangers. Neither the Syndication Agent, the Co-Documentation Agents nor the Arrangers shall have any obligations or duties whatsoever in such capacity under this Agreement, any other Loan Document and shall incur no liability hereunder or thereunder in such capacity. Without limiting the foregoing, none of the Syndication Agent, the Co-Documentation Agents nor the Arrangers shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges and agrees that it has not relied, and will not rely, on any of the Arrangers, the Syndication Agent, the Co-Documentation Agents or the other Lenders in deciding whether to enter into this Agreement or in taking or not taking action hereunder.

 ARTICLE XI 

 MISCELLANEOUS 

Section 11.1 Amendments, Waivers, Etc.

(a) Except as expressly provided otherwise in the Intercreditor Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of any such waiver or consent, signed by the Requisite Lenders (or by the Administrative Agents with the consent of the Requisite Lenders) and (y) in the case of any other amendment, by the Requisite Lenders (or by the Administrative Agents with the consent of the Requisite Lenders) and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

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(i) no amendment, waiver or consent with respect to the provisions contained in Section 2.13(h) shall be effective, unless in writing and signed by each Agent or Lender required under the terms of such section to have consented thereto;

(ii) no amendment, waiver or consent under this Agreement shall be effective to add any category of Collateral to the Borrowing Base unless in writing and signed by the Revolving Facility Agent and the Syndication Agent and the Super-Majority Lenders;

(iii) no amendment, waiver or consent shall be effective to increase any Advance Rate above the applicable maximum set forth in the definition thereof, unless in writing and signed by each Revolving Credit Lender affected thereby, in addition to the Requisite Lenders; and

(iv) no amendment, waiver or consent with respect to the terms and conditions of the Collateral Documents shall be effective, unless in writing and signed by the Collateral Agent;

(v) except to the extent any such amendment, waiver or consent would result in an increase of the aggregate Revolving Credit Commitments (it being understood that any Facility Increase does not constitute such an increase in Revolving Credit Commitments), no amendment, waiver or consent shall be effective with respect to (A) the terms and provisions under Article II  and any other provisions related solely to Revolving Credit Borrowings (including any conditions to such Borrowings or the Facility Increase and increases to interest rates and fees) and payment procedures under the Revolving Credit Facility and (B) matters solely affecting the relative rights, remedies, obligations and priorities among the Revolving Credit Lenders, which do not materially and adversely affect any Term Loan Lender, unless in writing and signed by the Revolving Facility Agent and the Requisite Revolving Credit Lenders;

(vi) except to the extent any such amendment, waiver or consent would result in an increase of the aggregate Term Loan Commitments or the aggregate outstanding principal amount of the Term Loans, no amendment, waiver or consent shall be effective with respect to (A) the terms and provisions under Article II  and any other provisions related solely to the Term Loan Borrowing (including any conditions to such Borrowing and increases to interest rates and fees) and payment procedures under the Term Loan Facility and (B) matters solely affecting the relative rights, remedies, obligations and priorities among the Term Loan Lenders, which do not materially and adversely affect any Revolving Credit Lender, unless in writing and signed by the Term Facility Agent and the Requisite Term Loan Lenders;

(vii) no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, in addition to the Requisite Lenders, do any of the following:

(A)  waive any of the conditions specified in Section 3.1 (subject to Section 3.3) or Section 3.2 except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders;

(B)  increase the Commitments of such Lender or subject such Lender to any additional obligation;

(C)  extend the scheduled final maturity of any Loan owing to such Lender, or waive, reduce, or postpone any scheduled date fixed for, the payment of principal, interest or fees owing to such Lender (it being understood that Section 2.9 does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitments;

(D) reduce the principal amount of any Loan or Reimbursement Obligation (other than by the payment or prepayment thereof) owing to such Lender;

(E)  reduce the rate of interest on any Loan or Reimbursement Obligations owing to such Lender or any fee payable hereunder to such Lender or waive any such obligation (other than with respect to default interest);

(F)  change the aggregate Ratable Portions of the Lenders which shall be required for the Lenders or any of them to take any action hereunder;

(G)  release all or substantially all of the Collateral or release any Guarantor from its obligations under the Guaranty except as provided in Section 10.7 or as expressly provided under the Guaranty; or

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(H)  amend Section 11.7 or this Section 11.1 or the definition of the terms ‘‘Requisite Lenders,’’ ‘‘Requisite Revolving Credit Lenders,’’ ‘‘Requisite Term Loan Lenders,’’ ‘‘Ratable Portion;’’ or "Super-Majority Lenders’’; provided, that in connection with any Facility Increase, this Section 11.1 and the definition of "Ratable Portion,’’ ‘‘Requisite Lenders,’’ ‘‘Requisite Revolving Credit Lenders,’’ ‘‘Requisite Term Loan Lenders’’ and ‘‘Super-Majority Lenders’’ shall be deemed to be amended in order to provide the Lenders of such additional loans with voting rights proportionate to the Commitments of such new Lenders; and

provided, further, that:

(i) any modification of the application of payments to the Term Loans pursuant to Section 2.9 shall require the consent of the Requisite Term Loan Lenders and any such modification of the application of payments to the Revolving Loans pursuant to Section 2.9 or the reduction of the Revolving Credit Commitments pursuant to Section 2.5 shall require the consent of the Requisite Revolving Credit Lenders;

(ii) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(e), affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder;

(iii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Facility Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Facility Agent under this Agreement or the other Loan Documents; and

(iv) no amendment, waiver or consent shall, unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Loan Lender under this Agreement or the other Loan Documents; and

provided, further, that the Administrative Agents may, with the consent of the Borrower, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any Issuer.

(b) Each Administrative Agent may, but shall have no obligation to, with the written concurrence of any applicable Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(c) In connection with any proposed amendment, modification, waiver or termination (a ‘‘Proposed Change’’) requiring the consent of all affected Lenders or of the Super-Majority Lenders, if the consent of Requisite Lenders is obtained, but the consent of other applicable Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 being referred to as a ‘‘Non-Consenting Lender’’), then, as long as each Lender that is acting as an Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, the applicable Administrative Agent or an Eligible Assignee that is acceptable to the applicable Administrative Agent shall have the right with such Administrative Agent’s consent and in such Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon such Administrative Agent’s request, sell and assign to the Lender that is acting as the applicable Administrative Agent or such Eligible Assignee, all of the Revolving Credit Commitments and Revolving Credit Outstandings of such Non-Consenting Lender if such Non-Consenting Lender is a Revolving Credit Lender and all of the Term Loans of such Non-Consenting Lender if such Non-Consenting Lender is a Term Loan Lender, in each case for an amount equal to the principal balance of all such Revolving Loans or Term Loans, as applicable, held by the Non-Consenting Lender and all accrued and unpaid interest and fees with respect thereto through the date of sale; provided, however, that such purchase and sale shall be recorded in the Register maintained by each applicable Administrative Agent and not be effective until (x) such Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to such

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Administrative Agent and the Borrower whereby such Eligible Assignee shall agree to be bound by the terms hereof and (y) such Non-Consenting Lender shall have received payments of all Revolving Loans or Term Loans, as applicable, held by it and all accrued and unpaid interest and fees with respect thereto through the date of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the applicable Administrative Agent an Assignment an Acceptance to evidence such sale and purchase and shall deliver to the applicable Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Section 11.2 Assignments and Participations.

(a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that:

(i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment;

(ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than (A) in the case of the Revolving Credit Facility, $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (B) in the case of the Term Loan Facility, $2,500,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (I) with the consent of the Borrower and the applicable Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and

(iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the applicable Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed);

and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. Any such assignment need not be ratable as among the Term Loan Facility and the Revolving Credit Facility.

(b) The parties to each assignment shall execute and deliver to the applicable Administrative Agent, for its acceptance and recording in the applicable Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

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(c) (i) The Revolving Facility Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Revolving Credit Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each such Lender and each Issuer from time to time (the ‘‘Revolving Credit Facility Register’’). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Revolving Facility Agent, the Revolving Credit Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Revolving Credit Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance, shall be effective unless it is entered in the Register in due course.

(ii) The Term Facility Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Term Loan Lenders, the Term Loan Commitments of and principal amount of the Term Loans owing to each such Lender from time to time (the ‘‘Term Loan Facility Register’’ and together with the Revolving Credit Facility Register, collectively, the ‘‘Register’’). The entries in the Term Loan Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Term Facility Agent and the Term Loan Lenders shall treat each Person whose name is recorded in the Term Loan Facility Register as a Term Loan Lender for all purposes of this Agreement. The Term Loan Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Term Loan, nor any Assignment and Acceptance, shall be effective unless it is entered in the Register in due course.

(d) Notwithstanding anything to the contrary contained in clause (b) above, the Loans (including the Notes evidencing the Loans) and drawn Letters of Credit are registered obligations and the right, title, and interest of the Lenders and Issuers, as the case may be, and their assignees in and to such Loans or drawn Letters of Credit, as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. A Note shall only evidence a Lender’s or registered assignee’s right, title and interest in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 11.2 shall be construed so that the Loans and drawn Letters of Credit are at all times maintained in ‘‘registered form’’ within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any other relevant or successor provisions of the Code or such regulations). Solely for purposes of this Section 11.2 and for tax purposes only, the Administrative Agents shall act as the Borrower’s agent for purposes of maintaining the Register and such notations of transfer in the Register.

(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the applicable Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the applicable Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the applicable Administrative Agent, new Notes to the order of such assignee in an amount equal to the Commitments and Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Commitments or Loans hereunder, new Notes to the order of the assigning Lender in an amount equal to the Commitments and Loans retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit B-1 (Form of Revolving Credit Note) or Exhibit B-2 (Form of Term Note), as applicable.

(f) In addition to the other assignment rights provided in this Section 11.2, each Lender may do each of the following:

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(i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder, provided, however, that (x) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (y) such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes hereunder; and

(ii) assign, as collateral or otherwise, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) without notice to or consent of the Administrative Agents or the Borrower, any Federal Reserve Bank (pursuant to Regulation A of the Federal Reserve Board) and (B) without consent of the Administrative Agents or the Borrower, (1) any holder of, or trustee for the benefit of, the holders of such Lender’s Securities and (2) any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above;

provided, however, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above and except, in the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure is made in compliance with the other provisions of this Section 11.2 other than this clause (f) or clause (g) below. Each party hereto acknowledges and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, such party shall not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). The terms of the designation of, or assignment to, such Special Purpose Vehicle shall not restrict such Lender’s ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this Agreement or any other Loan Document or to the departure by the Borrower from any provision of this Agreement or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agents and the Lenders, Issuers and other Secured Parties shall continue to, and shall be entitled to continue to, deal solely and directly with such Lender in connection with such Lender’s obligations under this Agreement, to the extent any such consent would reduce the principal amount of, or the rate of interest on, any Obligations, amend this clause (e) or postpone any scheduled date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of Section 2.14(d), Section 2.15, and Section 2.16 as if it were such Lender; provided, however, that anything herein to the contrary notwithstanding, no Borrower shall, at any time, be obligated to make under Section 2.14(d), Section 2.15, or Section 2.16 to any such Special Purpose Vehicle and any such Lender any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder. In addition, each Lender granting a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make pursuant to clause (i) above, (x) shall keep a register, meeting the requirements of Treasury Regulation Section 5f.103-1(c), of each Special Purpose Vehicle which has funded all or any part of any Loans that such Lender would otherwise be obligated to make pursuant to this Agreement, specifying such Special Purpose Vehicle’s entitlement to payments of principal and interest with respect to such Loans and (y) shall collect (and deliver copies thereof to each of the Administrative Agents and the Borrower), prior to the time such Special Purpose Vehicle receives payments with respect to such funded Loans, from each Special

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Purpose Vehicle the appropriate forms, certificates and statements described in Section 2.16(f) (and updated as required by Section 2.16(f)) as if such Special Purpose Vehicle were a Lender under Section 2.16(f).

(g) Each Lender may sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans and Letters of Credit). The terms of such participation shall not, in any event, require the participant’s consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.7(b). In the event of the sale of any participation by any Lender, (w) such Lender’s obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Sections 2.14(d), Section 2.15 and Section 2.16 as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make any payment under Sections 2.14(d), Section 2.15 and Section 2.16 to the participants in the rights and obligations of any Lender (together with such Lender) in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold; and provided, further, that such participant in the rights and obligations of such Lender shall have no direct right to enforce any of the terms of this Agreement against the Borrower, any Agent or the other Lenders.

(h) Any Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Borrower, the Revolving Facility Agent, such Issuer and such Lender, subject to the provisions under this Section 11.2 relating to notations of transfer in the Register.

(i) For purposes of this Section 11.2, with respect to each Letter of Credit, if an Issuer transfers its rights with respect to the Borrower’s Reimbursement Obligation with respect to a Letter of Credit such Issuer shall give notice of such transfer to the Revolving Facility Agent for notation in the Revolving Credit Facility Register. If any Issuer ceases to be a Lender hereunder by virtue of any assignment made pursuant to this Section 11.2, then, as of the effective date of such cessation, such Issuer’s obligations to Issue Letters of Credit pursuant to Section 2.4 shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit Issued prior to such date.

Section 11.3 Costs and Expenses.

(a) Group and the Borrower agree, jointly and severally, upon demand to pay, or reimburse each Agent and each Arranger for, all of such Agent’s and Arranger’s reasonable internal and external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including the reasonable fees, expenses and disbursements of the Arrangers’ and the Agents’ counsel, Weil, Gotshal & Manges LLP, local legal counsel, auditors, accountants, appraisers, printers, insurance advisers, and other consultants and agents) incurred by the Arrangers or the Agents in connection with (i) each Arranger’s and each Agent’s audit and investigation of the Warnaco Entities in connection with the preparation, negotiation and execution of the Loan Documents and the Revolving Facility Agent’s periodic audits of the Warnaco Entities, as the case may be; (ii) the preparation, negotiation, execution and interpretation of this Agreement (including, without limitation, the

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satisfaction or attempted satisfaction of any of the conditions set forth in Article III), the Loan Documents and any proposal letter or commitment letter issued in connection therewith and the making of the Loans hereunder; (iii) the creation, perfection or protection of the Liens under the Loan Documents (including, without limitation, any reasonable fees and expenses for local counsel in various jurisdictions); (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the rights and responsibilities of each Facility Agent hereunder and under the other Loan Documents; (v) the protection, collection or enforcement of any of the Secured Obligations or the enforcement of any of the Loan Documents; (vi) the commencement, defense or intervention in any court proceeding relating in any way to the Secured Obligations, any Warnaco Entity, this Agreement, any of the other Loan Documents; (vii) the response to, and preparation for, any subpoena or request for document production with which any Arranger or any Agent is served or deposition or other proceeding in which any Arranger or any Agent is called to testify, in each case, relating in any way to the Obligations, any Warnaco Entity, this Agreement, any of the other Loan Documents; and (viii) any amendments, consents, waivers, assignments, restatements, or supplements to any of the Loan Documents and the preparation, negotiation, and execution of the same.

(b) Group and the Borrower further agree, jointly and severally, to pay or reimburse each Arranger, each Agent and each of the Lenders and Issuers upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by such Arranger, such Agent, such Lender or such Issuer (i) in enforcing any Loan Document, or Secured Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a ‘‘work-out’’ or in any insolvency or bankruptcy proceeding; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Secured Obligations, any Warnaco Entity and related to or arising out of the transactions contemplated hereby, or by any of the other Loan Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above.

Section 11.4 Indemnities.

(a) Group and the Borrower agree, jointly and severally, to indemnify and hold harmless each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an ‘‘Indemnitee’’) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Frankie Acquisition Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the ‘‘Indemnified Matters’’); provided, however, that neither Group nor the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, and (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past,

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present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any property of any Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred following (A) foreclosure by any Facility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of the Facility Agents or such Lender.

(b) Group and the Borrower shall, jointly and severally, indemnify the each Agent, each Arranger, each Lender and each Issuer for, and hold each Agent, each Arranger, each Lender and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against any Agent, Arranger, Lender or any Issuer for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Warnaco Entity in connection with the transactions contemplated by this Agreement.

(c) Group and the Borrower agree, jointly and severally, that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 11.4) or any other Loan Document shall (i) survive payment in full of the Secured Obligations and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Section 11.5 Limitation of Liability.

(a) Group and the Borrower agree, jointly and severally, that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Warnaco Entity or any equity holders or creditors of any Warnaco Entity for or in connection with the transactions contemplated hereby and in the other Loan Documents, except to the extent such liability is found in a final judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages and each of Group and the Borrower hereby waives, releases and agrees (for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(b) IN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, LENDER, ISSUER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY AGENT AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FORM SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Section 11.6 Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or

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special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or its Affiliates to or for the credit or the account of a Loan Party against any and all of the Secured Obligations now or hereafter existing whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including other rights of set-off) which such Lender may have.

Section 11.7 Sharing of Payments, Etc.

(a) Subject to the terms of the Intercreditor Agreement, if any Lender (directly or through an Affiliate thereof) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Loans owing to it (including any interest or fees in respect thereof or amounts due pursuant to Section 11.3 or Section 11.4) or derived from Collateral ( in each case, other than pursuant to Section 2.14, Section 2.15 or Section 2.16) in excess of its Ratable Portion of payments obtained by all the Lenders on account of such Obligations, such Lender (each, a ‘‘Purchasing Lender’’) shall forthwith purchase from the other Lenders (each, a ‘‘Selling Lender’’) such participations in their Loans or other Obligations as shall be necessary to cause such Purchasing Lender to share the excess payment ratably with each of them.

(b) If any Lender shall, after the sharing of payments as set forth in clause (a) above, hold payments in excess of its Loans, such Lender shall pay such amounts to the applicable Administrative Agent for application pursuant to Section 2.13(h).

(c) If all or any portion of any payment received by a Purchasing Lender is thereafter recovered from such Lender, such purchase from each applicable Selling Lender shall be rescinded and such Lender shall repay to such Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender’s ratable share (according to the proportion of (i) the amount of such Selling Lender’s required repayment to (ii) the total amount so recovered from such Purchasing Lender) of any interest or other amount paid or payable by such Purchasing Lender in respect of the total amount so recovered.

(d) The Borrower agrees that any Purchasing Lender so purchasing a participation from a Selling Lender pursuant to this Section 11.7  may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 11.8    Notices, Etc.

(a) Notices.    All notices, demands, requests and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record, and addressed to the party to be notified as follows:

(i) if to Group or the Borrower:

c/o The Warnaco Group Inc.
501 7th Avenue
New York, NY 10018
Attention: Chief Financial Officer
Telecopy no: (212) 287-8546

with a copy to the General Counsel of Group
Email:        jgalluzzo@warnaco.com

(ii) if to any Lender, at its Domestic Lending Office specified opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the signature page of any applicable Assignment and Acceptance;

(iii) if to any Issuer, at the address set forth under its name on Schedule II (Applicable Lending Offices and Addresses for Notices);

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(iv) if to the Revolving Facility Agent:

Citicorp North America, Inc.
388 Greenwich Street, 19^th Floor
New York, New York 10013
Attention: Keith Gerding
Email:  keith.r.gerding@citigroup.com
Telecopy no: (212) 816-2613

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119
Attention: Daniel S. Dokos
Email:  daniel.dokos@weil.com
Telecopy no: (212) 310-8007

(v) if to the Term Facility Agent:

Citicorp North America, Inc.
388 Greenwich Street, 19^th Floor
New York, New York 10013
Attention: Paul Sharkey
Email:  paul.sharkey@citigroup.com
Telecopy no: (212) 723-8590

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119
Attention: Daniel S. Dokos
Email:  daniel.dokos@weil.com
Telecopy no: (212) 310-8007

and

(vi) if to the Collateral Agent:

Citicorp North America, Inc.
388 Greenwich Street, 19^th Floor
New York, New York 10013
Attention: Keith Gerding
Email:  keith.r.gerding@citigroup.com
Telecopy no: (212) 816-2613

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119
Attention: Daniel S. Dokos
Email:  daniel.dokos@weil.com
Telecopy no: (212) 310-8007

or at such other address as shall be notified in writing (i) in the case of Group, the Borrower and the Facility Agents, to the other parties and (ii) in the case of all other parties, to the Borrower and Facility Agents. All such notices and communications shall be effective upon (1) personal delivery (if delivered by hand, including any overnight courier service), (2) when deposited in the mails (if sent by mail), (3) if delivered by posting to an Approved Electronic Platform, an internet website or a similar

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telecommunication device requiring a user prior access to such Approved Electronic Platform, website or other device, when such notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and (4) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery) as provided above; provided, however, that notices and communications to the Administrative Agents pursuant to Article II or Article X shall not be effective until received by the applicable Administrative Agent.

(b) Use of Electronic Platform.    Notwithstanding clause (a) above (unless the Administrative Agent requests that the provisions of clause (a) above be followed) and any other provision in this Agreement or any other Loan Document providing for the delivery of, any Approved Electronic Communication by any other means, the Loan Parties shall deliver all Approved Electronic Communications to the Facility Agents by transmitting such Approved Electronic Communications electronically (in a format acceptable to the applicable Facility Agent) to oploanswebadmin@citigroup.com or such other electronic mail address (or similar means of electronic delivery) as such Facility Agent may notify the Borrower. Nothing in this clause (b) shall prejudice the right of any Facility Agent or any Lender or Issuer to deliver any Approved Electronic Communication to any Loan Party in any manner prescribed in this Agreement.

Section 11.9 No Waiver; Remedies. No failure on the part of any Lender, Issuer or any Facility Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.10 Binding Effect. This Agreement shall become effective when it shall have been executed by Group, the Borrower and the Facility Agents and when each Administrative Agent shall have been notified by each applicable Lender that such Lender has executed it and thereafter shall be binding upon and inure to the benefit of Group, the Borrower, the Facility Agents and each Lender and their respective successors and assigns, except that neither Group nor the Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 11.11 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 11.12 Submission to Jurisdiction; Service of Process.

(a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the Group and the Borrower hereby each accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b) Each of Group and the Borrower hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any of the other Loan Documents by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to Group and the Borrower at its address specified in Section 11.8. Each of

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Group and the Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Nothing contained in this Section 11.12 shall affect the right of any Facility Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Loan Party in any other jurisdiction.

(d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agents could purchase Dollars with such other currency at the spot rate of exchange quoted by the applicable Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Section 11.13 Waiver of Jury Trial.EACH FACILITY AGENT, EACH OF THE LENDERS, THE ISSUERS, GROUP AND THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

Section 11.14 Marshaling; Payments Set Aside. None of the Facility Agents, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of any Loan Party or any other party or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to any Facility Agent, the Lenders or the Issuers or any of such Persons receives payment from the proceeds of the Collateral or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefore, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 11.15 Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Section 11.16 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties 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. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.

Section 11.17    Effect on Collateral Documents. Each of the parties hereto acknowledges and agrees that from and after the Closing Date, all references to the ‘‘Administrative Agent’’ in any Existing Collateral Document that is not being amended, amended and restated or otherwise modified in connection with the consummation of the transactions contemplated by this Agreement shall be deemed to be references to the Collateral Agent.

Section 11.18 Entire Agreement. This Agreement may be executed in any number of counterparts and by different parties 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. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed signature page of this Agreement by facsimile transmission, electronic mail or by posting on the Approved Electronic Platform shall be as effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all parties shall be lodged with the Borrower and each Administrative Agent. In the event of any conflict between the terms of this Agreement and any other Loan Document (except for the Intercreditor Agreement), the terms of this Agreement shall govern. This Agreement and each other Loan Document are subject to the terms and conditions

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set forth in the Intercreditor Agreement in all respects and, in the event of any conflict between the terms of the Intercreditor Agreement and this Agreement or any other Loan Document, the terms of Intercreditor Agreement shall govern.

Section 11.19 Confidentiality.

(a) No Agent or any Lender may disclose to any Person any confidential, proprietary or non-public information of the Warnaco Entities furnished to the Agents or the Lenders by Group or the Borrower (such information being referred to collectively herein as the ‘‘Borrower Information’’), except that each of the Agents and each of the Lenders may disclose Borrower Information (i) to its and its Affiliates’ employees, officers, directors, agents and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower Information and instructed to keep such Borrower Information confidential on substantially the same terms as provided herein), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) if reasonably necessary in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.19, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (vii) to the extent such Borrower Information (A) is or becomes generally available to the public on a non-confidential basis other than as a result of a breach of this Section 11.19 by such Agent or such Lender, or (B) is or becomes available to such Agent or such Lender on a nonconfidential basis from a source other than a Warnaco Entity and (viii) with the prior written consent of Group or the Borrower.

(b) Neither Group nor the Borrower may disclose to any Person the amount or terms of any fees payable to any Agent, any Arranger or any Lender (such information being collectively referred to herein as the ‘‘Facility Information’’), except that Group or the Borrower may disclose the Facility Information (i) to its and its respective Affiliates’ employees, officers, directors, agents and advisors who have a need to know the Facility Information in connection with this Agreement and the transactions contemplated hereby or (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

WARNACO INC., as Borrower

By:

/s/ Lawrence R. Rutkowski

Name:

Lawrence R. Rutkowski

Title:

Chief Financial Officer

THE WARNACO GROUP INC., as Group

By:

/s/ Lawrence R. Rutkowski

Name:

Lawrence R. Rutkowski

Title:

Chief Financial Officer

CITICORP NORTH AMERICA INC., as Revolving Facility Agent, Term Facility Agent, Collateral Agent and Lender

By:

/s/ Keith R. Gerding

Name:

Keith R. Gerding

Title:

Vice President

JPMORGAN CHASE BANK, N.A., as Syndication Agent and Lender

By:

/s/ Barry Bergman

Name:

Barry Bergman

Title:

Managing Director

Citibank, N.A., as Issuer

By:

/s/ Keith R. Gerding

Name:

Keith R. Gerding

Title:

Vice President

BANK OF AMERICA, N.A., as Co-Documentation Agent, Issuer and Lender

By:

/s/ Kevin W. Corcoran

Name:

Kevin W. Corcoran

Title:

Vice President

THE CITGROUP/COMMERCIAL SERVICES, INC., as Co-Documentation Agent and Lender

By:

/s/ Jeffrey Kremberg

Name:

Jeffrey Kremberg

Title:

Vice President

WACHOVIA CAPITAL FINANCE CORPORATION
(CENTRAL) F/K/A CONGRESS FINANCIAL
CORPORATION (CENTRAL), as
Co-Documentation Agent and Lender

By:

/s/ Steve Linderman

Name:

Steve Linderman

Title:

Managing Director

EX-10.2

EXECUTION VERSION

THIS AMENDED AND RESTATED GUARANTY IS SUBJECT TO THE TERMS AND PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF JANUARY 31, 2006 (AS SUCH AGREEMENT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME, THE ‘‘INTERCREDITOR AGREEMENT’’), AMONG CITICORP NORTH AMERICA, INC., AS REVOLVING FACILITY AGENT, CITICORP NORTH AMERICA, INC., AS TERM FACILITY AGENT, CITICORP NORTH AMERICA, INC., AS COLLATERAL AGENT FOR THE SECURED PARTIES, WARNACO INC., THEWARNACOGROUP, INC. AND EACH OTHER GUARANTOR.

THIS AMENDED AND RESTATED GUARANTY, dated as of January 31, 2006 (this ‘‘Guaranty’’), by The Warnaco Group, Inc., a Delaware Corporation (‘‘Group’’) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 25 (Additional Guarantors) hereof (each a ‘‘Subsidiary Guarantor’’ and, together with Group, collectively, the ‘‘Guarantors’’ and individually a ‘‘Guarantor’’), in favor of the Collateral Agent, each Lender, each Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a ‘‘Guarantied Party’’ and, collectively, the ‘‘Guarantied Parties’’) amends and restates in its entirety the Existing Guaranty (as defined below).

W I T N E S S E T H:

WHEREAS, Warnaco, Inc., a Delaware corporation (the ‘‘Borrower’’), Group, the lenders and issuers party thereto from time to time, Citicorp North America, Inc. (‘‘CNAI’’) as administrative agent and collateral agent (in such capacity, the ‘‘Existing Agent’’), JPMorgan Chase Bank, N.A., as syndication agent (in such capacity, the ‘‘Syndication Agent’’), and Bank of America, NA, The CIT Group/Commercial Services, Inc., and Wachovia Capital Finance Corporation (Central) f/k/a Congress Financial Corporation (Central), as co-documentation agents (in such capacity, collectively, the ‘‘Co-documentation Agents’’) are parties to the Credit Agreement, dated as of February 4, 2003 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the ‘‘Existing Credit Agreement’’);

WHEREAS, the Borrower has requested, and the other parties to the Credit Agreement (as defined below) have agreed, that the Existing Credit Agreement would be amended and restated to, among other things, supplement the existing facility with a Term Loan in the aggregate principal amount of $180,000,000;

WHEREAS, the Borrower, Group, the lenders and issuers party thereto from time to time, CNAI, as administrative agent for the Revolving Credit Facility (in such capacity, the ‘‘Revolving Facility Agent’’), as administrative agent for the Term Loan Facility (in such capacity, the ‘‘Term Facility Agent’’ and together with the Revolving Facility Agent, collectively, in such capacities, the ‘‘Administrative Agents’’) and as Collateral Agent for the Lenders and the Issuers (together with the Administrative Agents, the ‘‘Facility Agents’’), the Syndication Agent and the Co-documentation Agents have entered into the Amended and Restated Credit Agreement, dated as of January 31, 2006 (as amended, supplemented or otherwise modified from time to time, the ‘‘Credit Agreement’’) which amends and restates the Existing Credit Agreement in its entirety;

WHEREAS, it is condition precedent to the effectiveness of the Credit Agreement that the Guarantors shall have executed and delivered this Guaranty to the Collateral Agent;

WHEREAS, (i) this Guaranty, on the terms and subject to the conditions set forth herein, shall amend and restate, in its entirety, the guaranty, dated as of February 4, 2003 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the ‘‘Existing Guaranty’’) entered into by the guarantors from time to time party thereto and (ii) from and after the Closing Date, the Existing Guaranty shall be of no further force or effect, except to evidence the obligations incurred, the representations and warranties made, and the actions or omissions performed or required to be performed, thereunder prior to the Closing Date;

WHEREAS, Group is the sole shareholder of the Borrower and each Subsidiary Guarantor is a direct or indirect Subsidiary of the Borrower;

WHEREAS, each Guarantor will receive substantial direct and indirect benefits from the making of the Loans, the issuance of the Letters of Credit and the granting of the other financial accommodations to the Borrower under the Credit Agreement; and

WHEREAS, a condition precedent to the obligation of the Lenders and the Issuers to make their respective extensions of credit to the Borrower under the Credit Agreement is that the Guarantors shall have executed and delivered this Guaranty for the benefit of the Guarantied Parties;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1 Guaranty

(a) To induce the Lenders to make the Loans and the Issuers to issue Letters of Credit, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. Notwithstanding the foregoing, Calvin Klein Jeanswear Company shall not be required to make any payment hereunder until the 30th day after written demand therefor has been given by the Collateral Agent in accordance with the terms of the Credit Agreement and, for the avoidance of doubt, its is agreed and understood that no Default or Event of Default under the Credit Agreement shall in and of itself constitute a default under this Guaranty.

(b) Each Guarantor further agrees that, if (i) any payment made by Borrower or any other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) any proceeds of Collateral are required to be returned by any Guarantied Party to the Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment (or any Lien or other Collateral securing such obligation).

Section 2 Limitation of Guaranty

Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount of the Obligations for which any Subsidiary Guarantor shall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable law relating to fraudulent conveyance or

2

fraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law) (collectively, ‘‘Fraudulent Transfer Laws’’), in each case after giving effect (a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder) and (b) to the value as assets of such Subsidiary Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Subsidiary Guarantor pursuant to (i) applicable Requirements of Law, (ii) Section 3 (Contribution) of this Guaranty or (iii) any other Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties.

Section 3 Contribution

To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of the Obligations exceeding the greater of (a) the amount of the economic benefit actually received by such Subsidiary Guarantor from the Loans and the other financial accommodations provided to the Borrower under the Loan Documents and (b) the amount such Subsidiary Guarantor would otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Obligations (excluding the amount thereof repaid by the Borrower and Group) in the same proportion as such Subsidiary Guarantor’s net worth at the date enforcement is sought hereunder bears to the aggregate net worth of all the Subsidiary Guarantors at the date enforcement is sought hereunder, then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata, based on the respective net worths of such other Subsidiary Guarantors at the date enforcement hereunder is sought.

Section 4 Authorization; Other Agreements

The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

(a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guarantied Parties or any of them, including any increase or decrease of principal or the rate of interest thereon;

(b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guarantied Parties or any of them;

(c) accept partial payments on the Obligations;

(d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

(e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner;

(f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser;

3

(g) apply to the Obligations any payment or recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others;

(h) apply to the Obligations any payment or recovery from any Guarantor of the Obligations or any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and

(i) refund at any time any payment received by any Guarantied Party in respect of any Obligation, and payment to such Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations that impairs any subrogation, reimbursement or other right of such Guarantor).

Section 5 Guaranty Absolute and Unconditional

Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

(a) the invalidity or unenforceability of any of the Borrower’s obligations under the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any security for, or other guaranty of the Obligations or any part of them, or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations or any part of them;

(b) the absence of any attempt to collect the Obligations or any part of them from the Borrower or other action to enforce the same;

(c) failure by any Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights to, any Collateral;

(d) any Guarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law;

(e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law;

(f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations ;

(g) any use of cash collateral under Section 363 of the Bankruptcy Code;

(h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

(i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason;

(j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any Guarantor or any of the Borrower’s other Subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

4

(k) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding;

(l) any action taken by any Guarantied Party if such action is authorized hereby;

(m) any election following the occurrence of an Event of Default by any Guarantied Party to proceed separately against the personal property Collateral in accordance with such Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or

(n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Obligations.

Section 6 Waivers

Each Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower. Each Guarantor shall not, until the Obligations are irrevocably paid in full and the Commitments have been terminated, assert any claim or counterclaim it may have against the Borrower or set off any of its obligations to the Borrower against any obligations of the Borrower to it. In connection with the foregoing, each Guarantor covenants that its obligations hereunder shall not be discharged, except by complete performance.

Section 7 Reliance

Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower and any endorser and other guarantor of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Guarantied Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Guarantied Party shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that such Guarantied Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to any Guarantor.

Section 8 Waiver of Subrogation and Contribution Rights

Until the Obligations have been irrevocably paid in full and the Commitments have been terminated, the Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Guarantied Parties or any part of them against the Borrower or any right of reimbursement or contribution or similar right against the Borrower by reason of this Guaranty or by any payment made by any Guarantor in respect of the Obligations.

Section 9 Subordination

Each Guarantor hereby agrees that any Indebtedness of the Borrower now or hereafter owing to any Guarantor, whether heretofore, now or hereafter created (the ‘‘Guarantor Subordinated Debt’’), is hereby subordinated to all of the Obligations and that, except as permitted under Section 8.6 (Payment and Cancellation of Indebtedness) of the Credit Agreement, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of Default, the Borrower shall pay to the Collateral Agent any payment of all or any part of the Guarantor Subordinated Debt and any

5

amount so paid to the Collateral Agent shall be applied to payment of the Obligations as provided in the Intercreditor Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the Guarantied Parties and shall be paid over to the Collateral Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against the Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Collateral Agent shall be entitled to all of such Guarantor’s rights thereunder. If for any reason a Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Collateral Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Collateral Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Collateral Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Collateral Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Collateral Agent all of such Guarantor’s rights to any such payments or distributions to which such Guarantor otherwise would be entitled. If the amount so paid is greater than such Guarantor’s liability hereunder, the Collateral Agent shall pay the excess amount to the party entitled thereto. In addition, each Guarantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact to exercise all of such Guarantor’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the Borrower.

Section 10 Default; Remedies

The obligations of each Guarantor hereunder are independent of and separate from the Obligations. If any Obligation is not paid when due, or upon any Event of Default hereunder or upon any default by the Borrower as provided in any other instrument or document evidencing all or any part of the Obligations, the Collateral Agent may, at its sole election, proceed directly and at once, without notice, against any Guarantor to collect and recover the full amount or any portion of the Obligations then due, without first proceeding against the Borrower or any other guarantor of the Obligations, or against any Collateral under the Loan Documents or joining the Borrower or any other guarantor in any proceeding against any Guarantor. At any time after maturity of the Obligations, the Collateral Agent may (unless the Obligations have been irrevocably paid in full), without notice to any Guarantor and regardless of the acceptance of any Collateral for the payment hereof, appropriate and apply toward the payment of the Obligations (a) any indebtedness due or to become due from any Guarantied Party to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor at any time held by or coming into the possession of any Guarantied Party or any of its respective Affiliates.

Section 11 Irrevocability

This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until the Commitments have been terminated and all monetary Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of any Guarantor or its successors or assigns, and at the cost and expense of such Guarantor or its successors or assigns, the Collateral Agent shall execute in a timely manner and deliver to the Guarantors a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

Section 12 Setoff

Upon the occurrence and during the continuance of an Event of Default, each Guarantied Party and each Affiliate of a Guarantied Party may, without notice to any Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of all or any part of the Obligations (a) any indebtedness due or to become due from such

6

Guarantied Party or Affiliate to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor, at any time held by, or coming into, the possession of such Guarantied Party or Affiliate.

Section 13 No Marshalling

Each Guarantor consents and agrees that no Guarantied Party or Person acting for or on behalf of any Guarantied Party shall be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Obligations.

Section 14 Enforcement; Amendments; Waivers

No delay on the part of any Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any other Loan Document or otherwise with respect to all or any part of the Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any provision of this Guaranty shall be binding upon any Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the Facility Agents (in accordance with Section 11.1 (Amendments, Waivers, Etc.) of the Credit Agreement). Failure by any Guarantied Party at any time or times hereafter to require strict performance by the Borrower, any Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any provision, warranty, term or condition contained in any Loan Document now or at any time hereafter executed by any such Persons and delivered to any Guarantied Party shall not waive, affect or diminish any right of any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any Guarantied Party, or its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or such Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by any Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any Guarantied Party permitted hereunder shall in any way affect or impair any Guarantied Party’s rights and remedies or the obligations of any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal or interest owing by the Borrower to a Guarantied Party shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

Section 15 Amendment and Restatement; Effectiveness

(a) This Guaranty shall not become effective until the Closing Date.

(b) On the Closing Date, the Existing Guaranty shall be amended and restated in its entirety by this Guaranty, and the Existing Guaranty shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Guarantors of the obligations thereunder (whether or not such obligations are contingent as of the Closing Date), (ii) the representations and warranties made by the Guarantors prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Guaranty prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach thereof or any ‘‘Default’’ or ‘‘Event of Default’’ under and as defined in the Existing Credit Agreement existing prior to the date hereof. This Guaranty is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. Each of the Guarantors hereby consents to the execution, delivery and performance of the Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith.

(c) The terms and conditions of this Guaranty and the Collateral Agent’s, the Lenders’ and the Issuers’ rights and remedies under this Guaranty and the other Loan Documents shall apply to (i) all of the Obligations incurred under the Credit Agreement and the Notes issued thereunder and all

7

obligations of the Guarantors incurred under the Loan Documents and (ii) all of the Obligations incurred under the Existing Credit Agreement and the Notes issued and defined thereunder and all obligations of the Guarantors incurred under the Loan Documents (as defined in the Existing Credit Agreement) (the ‘‘Existing Loan Documents’’).

(d) Each Guarantor hereby reaffirms the Liens granted pursuant to the Existing Loan Documents to the Existing Administrative Agent for the benefit of the Secured Parties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Guaranty and any renewals thereof and shall continue to secure the Secured Obligations.

(e) On and after the Closing Date, (i) all references to the Existing Guaranty (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Guaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Guaranty in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Guaranty and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Guaranty herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Guaranty, as amended and restated hereby.

Section 16 Successors and Assigns

This Guaranty shall be binding upon each Guarantor and upon the successors and assigns of such Guarantors and shall inure to the benefit of the Guarantied Parties and their respective successors and assigns; all references herein to the Borrower and to the Guarantors shall be deemed to include their respective successors and assigns. The successors and assigns of the Guarantors and the Borrower shall include, without limitation, their respective receivers, trustees and debtors-in-possession. All references to the singular shall be deemed to include the plural where the context so requires.

Section 17 Representations and Warranties; Covenants

Each Guarantor hereby (a) represents and warrants that the representations and warranties as to it made by the Borrower in Article IV (Representations and Warranties) of the Credit Agreement are true and correct on each date as required by Section 3.2(b)(i) (Conditions Precedent to Each Loan and Letter of Credit) of the Credit Agreement and (b) agrees to take, or refrain from taking, as the case may be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor.

Section 18 Governing Law

This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 19 Submission to Jurisdiction; Service of Process

(a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor in the care of the Borrower at the Borrower’s address specified in Section 11.8 (Notices, Etc.) of the Credit Agreement. Each Guarantor agrees that a final judgment in any such

8

action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Nothing contained in this Section 19 (Submission to Jurisdiction; Service of Process) shall affect the right of the Collateral Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction.

(d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Collateral Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Section 20 Waiver of Judicial Bond

To the fullest extent permitted by applicable law, the Guarantor waives the requirement to post any bond that otherwise may be required of any Guarantied Party in connection with any judicial proceeding to enforce such Guarantied Party’s rights to payment hereunder, security interest in or other rights to the Collateral or in connection with any other legal or equitable action or proceeding arising out of, in connection with, or related to this the Loan Documents to which it is a party.

Section 21 Certain Terms

The following rules of interpretation shall apply to this Guaranty: (a) the terms ‘‘herein,’’ ‘‘hereof,’’ ‘‘hereto’’ and ‘‘hereunder’’ and similar terms refer to this Guaranty as a whole and not to any particular Article, Section, subsection or clause in this Guaranty, (b) unless otherwise indicated, references herein to an Exhibit, Article, Section, subsection or clause refer to the appropriate Exhibit to, or Article, Section, subsection or clause in this Guaranty and (c) the term ‘‘including’’ means ‘‘including without limitation’’ except when used in the computation of time periods.

Section 22 Waiver of Jury Trial

EACH OF THE COLLATERAL AGENT, THE OTHER GUARANTIED PARTIES AND EACH GUARANTOR IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY AND ANY OTHER LOAN DOCUMENT.

Section 23 Notices

Any notice or other communication herein required or permitted shall be given as provided in Section 11.8 (Notices, Etc.) of the Credit Agreement and, in the case of any Guarantor, to such Guarantor in care of the Borrower.

Section 24 Severability

Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

Section 25 Additional Guarantors

Each of the Guarantors agrees that, if, pursuant to Section 7.11(a) (Additional Personal Property Collateral and Guaranties) of the Credit Agreement, Group or the Borrower shall be required to cause any Subsidiary thereof that is not a Guarantor to become a Guarantor hereunder, or if for any reason Group or the Borrower desires any such Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Guaranty Supplement in substantially the form of Exhibit A (Guaranty Supplement) attached hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Guarantor party hereto on the Closing Date.

9

Section 26 Collateral

Each Guarantor hereby acknowledges and agrees that its obligations under this Guaranty are secured pursuant to the terms and provisions of the Collateral Documents executed by it in favor of the Collateral Agent, for the benefit of the Secured Parties, and covenants that it shall not grant any Lien with respect to its Property in favor, or for the benefit, of any Person other than the Collateral Agent, for the benefit of the Secured Parties except as otherwise permitted by Section 8.2 (Liens, etc.) of the Credit Agreement.

Section 27 Costs and Expenses

In accordance with the provisions of Section 11.3 (Costs and Expenses) of the Credit Agreement, each Guarantor agrees to pay or reimburse the Collateral Agent and each of the other Guarantied Parties upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Collateral Agent and such other Guarantied Parties in enforcing this Guaranty against such Guarantor or any security therefor or exercising or enforcing any other right or remedy available in connection herewith or therewith.

Section 28 Waiver of Consequential Damages

EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGE IN ANY LEGAL ACTION OR PROCEEDING IN RESPECT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT.

Section 29 Entire Agreement

This Guaranty, taken together with all of the other Loan Documents executed and delivered by the Guarantors, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof. This Guaranty and each other Loan Document are subject to the terms and conditions set forth in the Intercreditor Agreement in all respects and, in the event of any conflict between the Intercreditor Agreement, this Guaranty or any other Loan Document, the terms of the Intercreditor Agreement shall govern.

Section 30 Counterparts

(a) This Guaranty may be executed in any number of separate counterparts and by different parties 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. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantors as of the day and year first set forth above.

THE WARNACO GROUP INC.,
as Guarantor

By: /s/ Lawrence R. Rutkowski
        Name: Lawrence R. Rutkowski
        Title: Chief Financial Officer

184BENTON STREET INC.
A.B.S. CLOTHING COLLECTION, INC.
AUTHENTIC FITNESS ON-LINE, INC.
CALVIN KEIN JEANSWEAR COMPANY
CCCACQUISITION CORP.
C. F. HATHAWAY COMPANY
CKJHOLDINGS, INC.
DESIGNER HOLDINGS LTD.
GREGORY STREET, INC.
JEANSWEAR HOLDINGS, INC.
KAI JAY MANUFACTURING COMPANY
OCEAN PACIFIC APPAREL CORP.
OUTLET STORES, INC.
UBERTECH PRODUCTS, INC.
WARNACO MEN'S SPORTSWEAR INC.
WARNACO PUERTO RICO, INC.
WARNACO RETAIL INC.
WARNACO SOURCING INC.
WARNACO SWIMWEAR INC.
WARNACO SWIMWEAR PRODUCTS INC.,
MYRTLE AVENUE, INC.,
CKU.COM INC.,
WARNACO U.S., INC.,
as Guarantors

/s/ Lawrence R. Rutkowski
       Name: Lawrence R. Rutkowski
       Title: Treasurer

ACKNOWLEDGED AND AGREED
as of the date first above written:
CITICORP NORTH AMERICA, INC.
as Collateral Agent

By: /s/ Keith R. Gerding
        Name: Keith R. Gerding
        Title: Vice President

EX-10.3

 EXECUTION VERSION 

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

DATED AS OF JANUARY 31, 2006

among

WARNACO INC.,
as a Grantor

AND

Each Other Grantor From Time to Time Party Hereto

AND

CITICORP NORTH AMERICA, INC.
as Collateral Agent

WEIL, GOTSHAL & MANGES LLP
767FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119 

TABLE OF CONTENTS

								Page
ARTICLE I.				Defined Terms					2
Section 1.1				Definitions					2
ARTICLE II.				Grant of Security Interest					7
Section 2.1				Collateral					7
Section 2.2				Grants of Security Interests in Collateral					8
Section 2.3				Cash Collateral Accounts					9
ARTICLE III.				Representations and Warranties					9
Section 3.1				Title; No Other Liens					9
Section 3.2				Perfection and Priority					10
Section 3.3				Jurisdiction of Organization; Chief Executive Office					10
Section 3.4				Inventory and Equipment					10
Section 3.5				Pledged Collateral					10
Section 3.6				Deposit Accounts; Securities Accounts					11
Section 3.7				Accounts					11
Section 3.8				Intellectual Property					11
Section 3.9				Commercial Tort Claims					12
ARTICLE IV.				Covenants					12
Section 4.1				Generally					12
Section 4.2				Maintenance of Perfected Security Interest; Further Documentation					12
Section 4.3				Changes in Locations, Name, Etc.					13
Section 4.4				Pledged Collateral					13
Section 4.5				Delivery of Instruments and Chattel Paper					14
Section 4.6				Intellectual Property					14
Section 4.7				Cash Management; Deposit Accounts					16
Section 4.8				Vehicles					17
Section 4.9				Payment of Obligations					17
Section 4.10				Notice of Commercial Tort Claims					17
ARTICLE V.				Remedial Provisions					17
Section 5.1				Code and Other Remedies					17
Section 5.2				Accounts and Payments in Respect of General Intangibles					18
Section 5.3				Pledged Collateral					19
Section 5.4				Proceeds to be Turned Over To Collateral Agent					20
Section 5.5				Registration Rights					20
Section 5.6				Deficiency					21
ARTICLE VI.				The Collateral Agent					21
Section 6.1				Collateral Agent’s Appointment as Attorney-in-Fact					21
Section 6.2				Duty of Collateral Agent					22
Section 6.3				Authorization of Financing Statements					22
Section 6.4				Authority of Collateral Agent					23
ARTICLE VII.				Miscellaneous					23
Section 7.1				Amendments in Writing					23
Section 7.2				Notices					23
Section 7.3				No Waiver by Course of Conduct; Cumulative Remedies					23
Section 7.4				Amendment and Restatement; Effectiveness					24
Section 7.5				Successors and Assigns					24
Section 7.6				Counterparts					24
Section 7.7				Severability					24
Section 7.8				Section Headings					25
Section 7.9				Entire Agreement					25
Section 7.10				Governing Law					25
Section 7.11				Additional Grantors					25
Section 7.12				Release of Collateral					25
Section 7.13				Reinstatement					26

1

TABLE OF CONTENTS
(continued)

 ANNEXES AND SCHEDULES 

								Page
ANNEX 1-A				Form of Blocked Account Letter
ANNEX 1-B				Form of Restricted Account Letter
ANNEX 2				Form of Control Account Agreement
ANNEX 3				Form of Pledge Amendment
ANNEX 4				Form of Joinder Agreement
ANNEX 5				Form of Short Form Copyright Security Agreement
ANNEX 6				Form of Short Form Patent Security Agreement
ANNEX 7				Form of Short Form Trademark Security Agreement
SCHEDULE 1				Jurisdiction of Organization; Principal Executive Office
SCHEDULE 2				Pledged Collateral
SCHEDULE 3				Filings
SCHEDULE 4				Location of Inventory and Equipment
SCHEDULE 5				Intellectual Property
SCHEDULE 6				Commercial Tort Claims
SCHEDULE 7				Deposit Accounts and Securities Accounts

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THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF JANUARY 31, 2006 (AS SUCH AGREEMENT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME, THE ‘‘INTERCREDITOR AGREEMENT’’), AMONG CITICORP NORTH AMERICA, INC., AS REVOLVING FACILITY AGENT FOR THE REVOLVING CREDIT LENDERS, CITICORP NORTH AMERICA, INC., AS TERM FACILITY AGENT FOR THE TERM LOAN LENDERS, CITICORP NORTH AMERICA, INC., AS COLLATERAL AGENT FOR THE SECURED PARTIES, WARNACO INC. AND EACH OTHER GRANTOR

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this ‘‘Agreement’’), dated as of January 31, 2005, by WARNACO INC., a Delaware Corporation (the ‘‘Borrower’’) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.11 (Additional Grantors) (each a ‘‘Grantor’’ and, collectively, the ‘‘Grantors’’), in favor ofCITICORP NORTH AMERICA, INC. (‘‘CNAI’’), as collateral agent for the Secured Parties (as defined below) (in such capacity, the ‘‘Collateral Agent’’).

W I T N E S S E T H :

WHEREAS, on June 11, 2001, each of the Grantors filed a voluntary petition for relief (collectively, the ‘‘Cases’’) under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (the ‘‘Bankruptcy Court’’);

WHEREAS, on October 1, 2002, the Grantors filed a Plan of Reorganization (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the ‘‘Plan of Reorganization’’) and related Disclosure Statement with the Bankruptcy Court in the Cases;

WHEREAS, pursuant to the Plan of Reorganization, the Borrower, Group, the lenders and issuers party thereto from time to time, CNAI as administrative agent and collateral agent (in such capacity, the ‘‘Existing Agent’’), JPMorgan Chase Bank, N.A., as syndication agent (in such capacity, the ‘‘Syndication Agent’’), and Bank of America, NA, The CIT Group/Commercial Services, Inc., and Wachovia Capital Finance Corporation (Central) f/k/a Congress Financial Corporation (Central), as co-documentation agents (in such capacity, collectively, the ‘‘Co-documentation Agents’’) are parties to the Senior Secured Revolving Credit Agreement, dated as of February 4, 2003 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the ‘‘Existing Credit Agreement’’);

WHEREAS, the Borrower has requested, and the other parties to the Credit Agreement (as defined below) have agreed, that the Existing Credit Agreement be amended and restated, among other things, for the Borrower to borrow a Term Loan in the aggregate principal amount of $180,000,000;

WHEREAS, the Borrower, Group, the lenders and issuers party thereto from time to time, CNAI, as administrative agent for the Revolving Credit Lenders and the Issuers (in such capacity, the ‘‘Revolving Facility Agent’’), as administrative agent for the Term Loan Lenders (in such capacity, the ‘‘Term Facility Agent’’ and together with the Revolving Facility Agent, collectively, in such capacities, the ‘‘Administrative Agents’’) and as Collateral Agent (together with the Administrative Agents, the ‘‘Agents’’), the Syndication Agent and the Co-documentation Agents have entered into the Amended and Restated Credit Agreement, dated as of January 31, 2006 (as amended, supplemented or otherwise modified from time to time, the ‘‘Credit Agreement’’) which amends and restates the Existing Credit Agreement in its entirety;

WHEREAS, the Grantors other than the Borrower are party to the Guaranty pursuant to which they have guaranteed the Obligations of the Borrower under the Credit Agreement;

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent;

WHEREAS, this Agreement, on the terms and subject to the conditions set forth herein, shall amend and restate, in its entirety, the pledge and security agreement dated as of February 4, 2003 (as

amended, supplemented or otherwise modified from time to time prior to the date hereof, the ‘‘Existing Pledge and Security Agreement’’) entered into by the Grantors in favor of the Existing Administrative Agent;

WHEREAS, (i) each Grantor hereby reaffirms the Liens granted pursuant to the Loan Documents (as defined in the Existing Credit Agreement) to the Existing Agent for the benefit of the Secured Parties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Secured Obligations and (ii) from and after the Closing Date, the Existing Pledge and Security Agreement shall be of no further force or effect, except to evidence the Liens granted thereunder prior to the Closing Date; and

WHEREAS, each Grantor will receive substantial direct and indirect benefits from the making of the Loans, the issuance of the Letters of Credit and the granting of the other financial accommodations to the Borrower under the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Issuers, the Administrative Agents and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders and the Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent as follows:

    ARTICLE I.    DEFINED TERMS

Section 1.1   Definitions

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.

(b) Terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein):

‘‘Account Debtor’’
‘‘Account’’
‘‘Certificated Security’’
‘‘Chattel Paper’’
‘‘Commercial Tort Claim’’
‘‘Commodity Account’’
‘‘Control Account’’
‘‘Deposit Account’’
‘‘Documents’’
‘‘Entitlement Holder’’
‘‘Entitlement Order’’
‘‘Equipment’’
‘‘Financial Asset’’
‘‘General Intangibles’’
‘‘Goods’’
‘‘Instruments’’
‘‘Inventory’’
‘‘Investment Property’’
‘‘Letter-of-Credit Right’’
‘‘Proceeds’’
‘‘Securities Account’’
‘‘Securities Intermediary’’
‘‘Security’’
‘‘Security Entitlement’’
‘‘Supporting Obligation’’

(c) The following terms shall have the following meanings:

‘‘Additional Pledged Collateral’’ means any Pledged Collateral acquired by any Grantor after the date hereof and in which a security interest is granted pursuant to Section 2.2 (Grants of Security

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Interests in Collateral), including, to the extent a security interest is granted therein pursuant to Section 2.2 (Grants of Security Interests in Collateral), (i) all Stock and Stock Equivalents of any Person that are acquired by any Grantor after the date hereof, together with all certificates, instruments or other documents representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing, (ii) all additional Indebtedness from time to time owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments evidencing such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any of the foregoing. ‘‘Additional Pledged Collateral’’ may be General Intangibles (including Intellectual Property), Instruments  or Investment Property.

‘‘Agents’’ has the meaning specified in the recitals to this Agreement.

‘‘Agreement’’ means this Amended and Restated Pledge and Security Agreement.

‘‘Blocked Account Bank’’ means a financial institution approved (such approval not to be unreasonably withheld) by the applicable Administrative Agent and with respect to which a Grantor has delivered to the Collateral Agent an executed Blocked Account Letter.

‘‘Blocked Account Letter’’ means a letter agreement, substantially in the form of Annex I-A (Form of Blocked Account Letter) to this Agreement (with such changes thereto as may be agreed to by the applicable Administrative Agent), executed by the relevant Grantor and the Collateral Agent and acknowledged and agreed to by the relevant Blocked Account Bank.

‘‘Cash Collateral Account’’ means any Deposit Account or Securities Account that is (a) established by the applicable Administrative Agent from time to time in its sole discretion to receive cash and Cash Equivalents (or purchase cash or Cash Equivalents with funds received) from the Grantors or their Subsidiaries or Affiliates or Persons acting on their behalf pursuant to the Loan Documents, (b) with such depositaries and securities intermediaries as the applicable Administrative Agent may determine in its sole discretion, (c) in the name of the Collateral Agent (although such account may also have words referring to the Borrower and the account’s purpose), (d) under the control of the Collateral Agent and (e) in the case of a Securities Account, with respect to which the Collateral Agent shall be the Entitlement Holder and the only Person authorized to give Entitlement Orders with respect thereto, except as otherwise provided in Section 2.3.

‘‘Collateral’’ means, collectively, the Revolving Priority Collateral and the Specified IP Collateral.

‘‘Collateral Agent’’ shall include, in addition to the Collateral Agent referred to in the recitals hereto, any successors and assigns to the Collateral Agent permitted under the Intercreditor Agreement and means (i) for purposes of Sections 2.2(a) and (d), the ‘‘Collateral Agent’’ in its separate individual capacity as collateral agent for the benefit of the Revolving Credit Secured Parties with respect to the Revolving Credit Secured Obligations, (ii) for purposes of Sections 2.2(b) and (c), the ‘‘Collateral Agent’’ in its separate individual capacity as collateral agent for the benefit of the Term Loan Secured Parties with respect to the Term Loan Secured Obligations and (iii) for purposes of all other provisions in this Agreement, the ‘‘Collateral Agent’’ (x) in its separate individual capacity as collateral agent for the benefit of the Revolving Credit Secured Parties with respect to the Revolving Credit Secured Obligations, (y) in its separate individual capacity as collateral agent for the benefit of the Term Loan Secured Parties with respect to the Term Loan Secured Obligations and (z) in its separate individual capacity as collateral agent for the benefit of the Secured Parties with respect to the Secured Obligations

‘‘Control Account Agreement’’ means a letter agreement, substantially in the form of Annex II (Form of Control Account Agreement) (with such changes as may be agreed to by the applicable Administrative Agent), executed by the relevant Grantor, the Collateral Agent and the relevant Approved Securities Intermediary (as defined in Annex 2 (Form of Control Account Agreement) hereto.

‘‘Copyright Licenses’’ means any agreement, whether written or oral, providing for the grant by or to any Grantor of any right under any Copyright, including the grant of any right to use, copy, publicly perform, display, create derivative works of, manufacture, distribute, exploit or sell materials derived from any Copyright.

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‘‘Copyrights’’ means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications for registration or recording in connection therewith, including all registrations, recordings and applications for registration or recording in the United States Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all renewals, reversions and extensions thereof.

‘‘Discharge of Lender Claims’’ shall mean, the payment in full in cash of the principal of, interest and premium, if any, on all Secured Obligations and, with respect to Hedging Obligations or letters of credit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the terms hereof, in each case after or concurrently with termination of all Commitments thereunder, and payment in full in cash of any other Secured Obligations that are due and payable at or prior to the time such principal and interest are paid.

‘‘Excluded Equity’’ means, collectively, any Voting Stock of any direct Subsidiary of any Grantor, which Subsidiary is a Foreign Person, in excess of 65% of the total outstanding Voting Stock of such Subsidiary. For the purposes of this definition, ‘‘Voting Stock’’ means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

‘‘Excluded Property’’ means, collectively, (i) Excluded Equity, (ii) any permit, lease, license, contract, instrument or other agreement held by any Grantor that validly prohibits the creation by such Grantor of a Lien thereon, or any permit, lease, license, contract, instrument or other agreement held by any Grantor to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not removed, terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law; and (iii) any Equipment owned by any Grantor that is Purchase Money Collateral (as defined in the UCC) or subject to a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than any Grantor as a condition to the creation of any other Lien on such Equipment; provided, however, ‘‘Excluded Property’’ shall not include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property).

‘‘First Priority Revolving Priority Collateral Liens’’ has the meaning specified in Section 2.2(a) (Grants of Security Interests in Collateral).

‘‘First Priority Specified IP Collateral Liens’’ has the meaning specified in Section 2.2(c) (Grants of Security Interests in Collateral).

‘‘Foreign Entity’’ means, with respect to any Grantor, any corporation, partnership, limited liability company or other business entity (i) which is organized under the laws of a jurisdiction other than a state of the United States or the District of Columbia and (ii) of which an aggregate of more than 50% of the outstanding classes of capital stock entitled to vote is, at the time, owned by such Grantor or one or more Grantors.

‘‘Foreign Person’’ means any Person not organized under the laws of any state of the United States of America or the District of Columbia.

‘‘Grantor’’ has the meaning specified in the recitals to this Agreement.

‘‘Hedging Obligations’’ means all obligations of any Person under any Hedging Contract.

‘‘Intellectual Property’’ means, collectively, (a) all right, title and interest of any Grantor in intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, trade secrets, Internet domain names, Websites, advertising rights, rights in designs, including registrations thereof, and rights in data, and (b) all rights to income, royalties, proceeds and damages now or hereafter due and/or payable under and with respect thereto, including all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.

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‘‘Intercompany Note’’ means any promissory note evidencing loans made by any Grantor or any of its Subsidiaries to any of its Subsidiaries or another Grantor.

‘‘Intercreditor Agreement’’ has the meaning specified in the legend to this Agreement.

‘‘LLC’’ means each limited liability company in which a Grantor has an equity interest, including those set forth on Schedule 2 (Pledged Collateral).

‘‘LLC Agreement’’ means each operating agreement with respect to a LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time.

‘‘Material Intellectual Property’’ means Intellectual Property owned by or licensed to a Grantor and material to any Grantor’s business.

‘‘Partnership’’ means each partnership in which a Grantor has an equity interest, including those set forth on Schedule 2 (Pledged Collateral).

‘‘Partnership Agreement’’ means each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified.

‘‘Patents’’ means (a) all patents of the United States or any other country or patent rights arising under multinational laws, (b) all applications for patents of the United States or any other country or patent rights arising under multinational laws and (c) all rights to obtain any reissues, extensions, divisions, continuations and continuations-in-part of the foregoing.

‘‘Patent License’’ means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, have manufactured, use, import, lease, sell or offer for sale any product, design or process covered in whole or in part by a Patent.

‘‘Pledged Certificated Stock’’ means all Certificated Securities and any other Stock and Stock Equivalent of a Person evidenced by a certificate, Instrument or other equivalent document, in each case owned by any Grantor, including all Stock listed on Schedule 2 (Pledged Collateral),but excluding Excluded Equity.

‘‘Pledged Collateral’’ means, collectively, the Pledged Stock, Pledged Debt Instruments, any other Investment Property of any Grantor (other than Pledged Stock, Pledged Debt Instruments and other Investment Property whose value, in the aggregate, does not exceed $1,000,000), all chattel paper, certificates or other Instruments representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles, Instruments or Investment Property.

‘‘Pledged Debt Instruments’’ means all right, title and interest of any Grantor in Instruments evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on Schedule 2 (Pledged Collateral), issued by the obligors named therein.

‘‘Pledged Stock’’ means all Pledged Certificated Stock and all Pledged Uncertificated Stock.

‘‘Pledged Uncertificated Stock’’ means any Stock or Stock Equivalent of any Person that is not a Pledged Certificated Stock (excluding Excluded Equity), including all right, title and interest of any Grantor as a limited or general partner in any Partnership or as a member of any LLC and all right, title and interest of any Grantor in, to and under any Partnership Agreement or LLC Agreement to which it is a party.

‘‘Restricted Account’’ means a deposit account maintained by any Grantor with a Restricted Account Bank which account is the subject of an effective Restricted Account Letter, and includes all monies on deposit therein and all certificates and instruments, if any, representing or evidencing such Restricted Account.

‘‘Restricted Account Bank’’ means a financial institution selected or approved (such approval not to be unreasonably withheld) by the applicable Administrative Agent and with respect to which a Grantor has delivered an executed Restricted Account Letter.

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‘‘Restricted Account Letter’’ means a letter agreement, substantially in the form of Annex I-B (Form of Restricted Account Letter) or as otherwise acceptable to the applicable Administrative Agent, executed by the relevant Grantor.

‘‘Revolving Credit Secured Obligations’’ means, collectively, (a) the Obligations arising under the Revolving Credit Facility and (b) the obligations of each Loan Party related thereto under the Guaranty and the other Loan Documents to which it is a party.

‘‘Revolving Credit Secured Party’’ means the Revolving Facility Agent and each holder of any Revolving Credit Secured Obligations.

‘‘Revolving Facility Agent’’ has the meaning specified in the recitals hereto.

‘‘Revolving Priority Collateral’’ has the meaning specified in Section 2.1(a) (Collateral).

‘‘Second Priority Revolving Priority Collateral Liens’’ has the meaning specified in Section 2.2(b) (Grants of Security Interests in Collateral).

‘‘Second Priority Specified IP Collateral Liens’’ has the meaning specified in Section 2.2(d) (Grants of Security Interests in Collateral).

‘‘Securities Act’’ means the Securities Act of 1933, as amended.

‘‘Secured Parties’’ has the meaning specified in the Credit Agreement.

‘‘Specified IP Collateral’’ has the meaning specified in Section 2.1(b) (Collateral).

‘‘Term Facility Agent’’ has the meaning specified in the recitals hereto.

‘‘Term Loan Secured Obligations’’ means all Secured Obligations (other than the Revolving Credit Secured Obligations).

‘‘Term Loan Secured Party’’ means the Term Facility Agent and each holder of any Term Loan Secured Obligations.

‘‘Third Party Intellectual Property Rights’’ means any right, title or interest of any Person under patent, copyright, trademark or trade secret law or any other statutory provision or common law doctrine relating to intellectual property or proprietary rights.

‘‘Trademark License’’ means any agreement, whether written or oral, providing for the grant by or to any Grantor of any right under any Trademark.

‘‘Trademarks’’ means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, service marks, logos and other source or business identifiers, and, in each case, all goodwill associated therewith, whether now existing or hereafter adopted or acquired, all registrations and recordings thereof and all applications for registration or recording in connection therewith, in each case whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

‘‘UCC’’ means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term ‘‘UCC’’ (as it applies to such security interest) shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

‘‘Vehicles’’ means all vehicles covered by a certificate of title law of any state.

Certain Other Terms

(d) In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word ‘‘from’’ means ‘‘from and including’’ and the words ‘‘to’’ and ‘‘until’’ each mean ‘‘to but excluding’’ and the word ‘‘through’’ means ‘‘to and including.’’

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(e) The terms ‘‘herein,’’ ‘‘hereof,’’ ‘‘hereto’’ and ‘‘hereunder’’ and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement.

(f) References herein to an Annex, Schedule, Article, Section, subsection or clause refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement.

(g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(h) Where the context requires, provisions relating to any Collateral, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof.

(i) Any reference in this Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and, unless specifically stated otherwise all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative.

(j) The term ‘‘including’’ means ‘‘including without limitation’’ except when used in the computation of time periods.

(k) The terms ‘‘Lender,’’ ‘‘Issuer,’’ ‘‘Administrative Agent,’’ ‘‘Revolving Facility Agent,’’ ‘‘Term Facility Agent,’’ ‘‘Collateral Agent’’ and ‘‘Secured Party’’ include their respective successors.

(l) References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.

    ARTICLE II.    GRANT OF SECURITY INTEREST

Section 2.1    Collateral

(a) For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests (other than, in each case, Excluded Property) is collectively referred to as the ‘‘Revolving Priority Collateral’’:

	(i)	all Accounts;

	(ii)	all Chattel Paper;

	(iii)	all Deposit Accounts;

	(iv)	all Documents;

	(v)	all Equipment;

	(vi)	all General Intangibles, other than General Intangibles specified in Section 2.1(b) (Collateral) as ‘‘Specified IP Collateral’’;

	(vii)	all Instruments;

	(viii)	all Inventory;

	(ix)	all Investment Property;

	(x)	all Letter-of-Credit Rights;

	(xi)	all Vehicles;

	(xii)	the Commercial Tort Claims described on Schedule  6 (Commercial Tort Claims) and on any supplement thereto received by the Collateral Agent pursuant to Section 4.10 (Notice of Commercial Tort Claims);

	(xiii)	all books and records pertaining to the other property described in this Section 2.1(a);

	(xiv)	all other goods and personal property of such Grantor, whether tangible or intangible and wherever located, other than any such goods or personal property specified in Section 2.1(b) (Collateral) as ‘‘Specified IP Collateral’’; and

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	(xv)	to the extent not otherwise included, all Proceeds of any or all of the foregoing.

(b) For purposes of this Agreement, except to the extent specified in Section 2.1(a) (Collateral) as ‘‘Revolving Priority Collateral’’, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests (other than, in each case, Excluded Property) is collectively referred to as the ‘‘Specified IP Collateral’’:

	(i)	all Intellectual Property and goodwill associated therewith;

	(ii)	all books and records pertaining to the property described in this Section 2.1(b); and

	(iii)	to the extent not otherwise included, all Proceeds of any or all of the foregoing.

Section 2.2    Grants of Security Interests in Collateral

(a) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Revolving Credit Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Revolving Credit Secured Parties, and grants to the Collateral Agent for the benefit of the Revolving Credit Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Revolving Priority Collateral of such Grantor; provided, however, that the foregoing grant of security interest shall not include a security interest in any Excluded Property; and provided, further, that, if and when any property shall cease to be Excluded Property, the Collateral Agent for the benefit of the Revolving Credit Secured Parties shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. The continuing security interest and Lien granted above in this Section 2.2(a) by the Grantors to the Collateral Agent for the benefit of the Revolving Credit Secured Parties are referred to as the ‘‘First Priority Revolving Priority Collateral Liens’’.

(b) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the benefit of the Term Loan Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Revolving Priority Collateral of such Grantor; provided, however, that the foregoing grant of security interest shall not include a security interest in any Excluded Property; and provided, further, that, if and when any property shall cease to be Excluded Property, the Collateral Agent for the benefit of the Term Loan Secured Parties shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. The continuing security interest and Lien granted above in this Section 2.2(b) by the Grantors to the Collateral Agent for the benefit of the Term Loan Secured Parties are referred to as ‘‘Second Priority Revolving Priority Collateral Liens’’. The First Priority Revolving Priority Collateral Liens on any or all of the Revolving Priority Collateral shall take priority over the Second Priority Revolving Priority Collateral Liens and the Second Priority Revolving Priority Collateral Liens shall be and are hereby rendered subordinate and inferior in priority to the First Priority Revolving Priority Collateral Liens on such Revolving Priority Collateral.

(c) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of such Grantor, hereby mortgages, pledges, and hypothecates to the Collateral Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the benefit of the Term Loan Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Specified IP Collateral of such Grantor; provided, however, that the foregoing grant of security interest shall not include a security interest in any Excluded Property; and provided, further, that, if and when any property shall cease to be Excluded Property, the Collateral Agent for the benefit of the Term Loan Secured Parties shall have, and at all times from and after the date hereof be deemed to have had, a security interest

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in such property. The continuing security interest and Lien granted above in this Section 2.2(c) by the Grantors to the Collateral Agent for the benefit of the Term Loan Secured Parties are referred to as ‘‘First Priority Specified IP Collateral Liens’’.

(d) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Revolving Credit Secured Obligations of such Grantor, hereby mortgages, pledges, hypothecates and grants to the Collateral Agent for the benefit of the Revolving Credit Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Specified IP Collateral of such Grantor; provided, however, that the foregoing grant of security interest shall not include a security interest in any Excluded Property; and provided, further, that, if and when any property shall cease to be Excluded Property, the Collateral Agent for the benefit of the Revolving Credit Secured Parties shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. The continuing security interest and Lien granted above in this Section 2.2(d) by the Grantors to the Collateral Agent for the benefit of the Revolving Credit Secured Parties are referred to as ‘‘Second Priority Specified IP Collateral Liens’’. The First Priority Specified IP Collateral Liens on any or all of the Specified IP Collateral shall take priority over the Second Priority Specified IP Collateral Liens and the Second Priority Specified IP Collateral Liens shall be and are hereby rendered subordinate and inferior in priority to the First Priority Specified IP Collateral Liens on such Specified IP Collateral.

(e) Notwithstanding anything to the contrary contained in this Agreement, the Liens granted above, and the relative priority thereof, shall be as set forth in, and subject to the terms and conditions of, the Intercreditor Agreement.

Section 2.3  Cash Collateral Accounts

The Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor agrees that each such Cash Collateral Account shall be under the control of the Collateral Agent and that the Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Collateral Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default, the Collateral Agent agrees with each Grantor to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon. Except as provided in Section 2.9(d)(i) and (f) of the Credit Agreement, neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims. The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreement.

ARTICLE III.    REPRESENTATIONS AND WARRANTIES 

To induce the Lenders, the Issuers, the Collateral Agent and the Administrative Agents to enter into the Credit Agreement, each Grantor hereby represents and warrants each of the following to the Lenders, the Issuers, the Collateral Agent, the Administrative Agents and the other Secured Parties:

Section 3.1  Title; No Other Liens

Except for the Liens granted to the Collateral Agent pursuant to this Agreement and the other Liens permitted to exist on the Collateral under the Credit Agreement, such Grantor (a) is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or Certificated Securities, (b) is the Entitlement Holder of all such Pledged Collateral constituting Investment Property held in a Securities Account and (c) has rights in or the power to collaterally

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transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any Lien (other than Liens for taxes not yet due and payable).

Section 3.2  Perfection and Priority

The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligation. With the exception of the subordination of (i) the Second Priority Revolving Priority Collateral Liens to the First Priority Revolving Priority Collateral Liens and (ii) the Second Priority Specified IP Collateral Liens to the First Priority Specified IP Collateral Liens pursuant to this Agreement and the Intercreditor Agreement, such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Section 3.3  Jurisdiction of Organization; Chief Executive Office

On the Closing Date, such Grantor’s jurisdiction of organization, legal name, organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business is specified on Schedule 1 (Jurisdiction of Organization; Principal Executive Office) and such Schedule 1 (Jurisdiction of Organization; Principal Executive Office) also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the period beginning five years preceding the date hereof and ending on July 1, 2001.

Section 3.4  Inventory and Equipment

Schedule 4 (Location of Inventory and Equipment) sets forth each location at which such Grantor’s Inventory and Equipment (other than mobile goods and Inventory or Equipment in transit) (i) is kept on the Closing Date and (ii) was kept during the period from October 1, 2000 to July 1, 2001, and to the best of such Grantor’s knowledge, in the period from February 1, 1998 to July 1, 2001, such Grantor did not kept Inventory or Equipment in any State within the United States of America other than a location set forth on Schedule 4 (Location of Inventory and Equipment).

Section 3.5  Pledged Collateral

(a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral).

(b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessable.

(c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 4.4(a) (Pledged Collateral) and Section 7.11 of the Credit Agreement.

(d) Subject to Section 4.7, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement.

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(e) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account Agreement.

(f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Grantor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Grantor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of such Grantor, such Grantor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Section 3.6  Deposit Accounts; Securities Accounts

The only Deposit Accounts, Securities Accounts or Commodity Accounts maintained by any Grantor on the Closing Date are those listed on Schedule 7 (Deposit Accounts and Securities Accounts), which sets forth such information separately for each Grantor and which clearly identifies each Deposit Account which is maintained as a concentration account by such Grantor.

Section 3.7  Accounts

No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Collateral Agent, properly endorsed for transfer, to the extent delivery is required by Section 4.5 (Delivery of Instruments and Chattel Paper).

Section 3.8  Intellectual Property

(a) Schedule 5 (Intellectual Property) sets forth a true and complete list of all Intellectual Property of such Grantor on the date hereof (other than licenses to commercial off-the-shelf software), separately identifying (i) that owned by such Grantor and that licensed by or to such Grantor and (ii) sets forth a true and complete list of all Material Intellectual Property owned by or licensed to such Grantor on the date hereof (other than licenses to commercial off-the-shelf software), separately identifying that owned by such Grantor and that licensed by or to such Grantor. The Material Intellectual Property set forth on Schedule 5 (Intellectual Property) constitutes all of the material intellectual property rights necessary for the Grantors to conduct their business as currently and as proposed to be conducted.

(b) On the date hereof, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, has not been adjudged invalid and has not been abandoned. To the knowledge of such Grantor, the business of such Grantor, and the use of the Material Intellectual Property in connection therewith, does not infringe, misappropriate, dilute or violate any Third Party Intellectual Property Rights. Such Grantor is not party to or the subject of any pending or, to such Grantor’s knowledge, threatened claim of infringement, misappropriation, dilution or violation of any Third Party Intellectual Property Rights, and there are no facts or circumstances that such Grantor reasonably believes are likely to form the basis for any such claim, and such Grantor has not received written notice of any such claim, or a written offer of a license to any Third Party Intellectual Property Rights, or any written notice regarding the existence of any Third Party Intellectual Property Rights that would be likely to have a Material Adverse Effect on any Grantor or otherwise would impair any Material Intellectual Property.

(c) Except as set forth in Schedule 5(c) (Intellectual Property), on the date hereof, none of the Material Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

(d) No holding, decision or judgment has been rendered by any Governmental Authority challenging such Grantor’s rights in the Material Intellectual Property or that would limit or otherwise impair the ownership, use, validity or enforceability of any Material Intellectual Property.

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(e) No action or proceeding challenging such Grantor’s rights in the Intellectual Property or the ownership, use, validity or enforceability of any Material Intellectual Property owned by such Grantor is on the date hereof pending or, to the knowledge of such Grantor, threatened. There are no claims, judgments or settlements to be paid by such Grantor relating to the Material Intellectual Property. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting or violating the Material Intellectual Property owned by such Grantor.

(f) No Grantor is in material breach of any Copyright License, Patent License or Trademark License and no Grantor in breach of any Material License. The consummation of the transactions contemplated by this Agreement shall not impair any of such Grantor’s right in, cause a breach of, or impair the validity or enforceability of, any Material Intellectual Property.

Section 3.9  Commercial Tort Claims

The only Commercial Tort Claims (with a reasonable expectation of recovery of at least $1,000,000) of any Grantor existing on the Closing Date (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such Commercial Tort Claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule  6 (Commercial Tort Claims), which sets forth such information separately for each Grantor.

    ARTICLE IV.    COVENANTS

Each Grantor agrees with the Collateral Agent to the following, as long as any Secured Obligation or Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 4.1  Generally

Such Grantor shall (a) except for the security interest created by this Agreement, not create or suffer to exist any Lien upon or with respect to any Collateral, except Liens permitted under Section 8.2 (Liens, Etc.) of the Credit Agreement, (b) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, any other Loan Document, any Requirement of Law or any policy of insurance covering the Collateral, (c) not sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted under the Credit Agreement, (d) not enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any Collateral except in connection with an Asset Sale (i) that is permitted under Section 8.4 of the Credit Agreement or (ii) that is pursuant to a contract which contains a condition precedent that consent under the Credit Agreement be obtained.

Section 4.2  Maintenance of Perfected Security Interest; Further Documentation

(a) Such Grantor shall maintain the security interests created by this Agreement as perfected security interests having at least the priority described in Section 3.2 (Perfection and Priority) and Section 2.2 (Grants of Security Interests in Collateral) and shall defend such security interests and such priority against the claims and demands of all Persons.

(b) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request in writing, all in detail and in form and substance reasonably satisfactory to the Collateral Agent.

(c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as the Collateral Agent may request (at the direction of any Administrative Agent may reasonably request) for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and the execution and delivery of Blocked Account Letters or Restricted Account Letters and Control Account Agreements.

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Section 4.3  Changes in Locations, Name, Etc.

(a) Except upon 15 or more days’ prior written notice to the Collateral Agent and delivery to the Collateral Agent of (i) all additional financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein and (ii) if applicable, a written supplement to Schedule 4 (Location of Inventory and Equipment) showing (A) any additional locations at which Inventory or Equipment shall be kept or (B) any changes in any location where Inventory or Equipment shall be kept that would require the Collateral Agent to take any action to maintain perfected security interests in such Collateral, such Grantor shall not do any of the following:

(i) permit any Inventory or Equipment to be kept at a location other than those listed on Schedule 4  (Location of Inventory and Equipment), except for Inventory or Equipment in transit;

(ii) change its jurisdiction of organization from that referred to in Section 3.3 (Jurisdiction of Organization; Chief Executive Office); or

(iii) change its legal name, or organizational identification number, if any, or corporation, limited liability company or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become misleading.

(b) Such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Collateral, including a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral.

Section 4.4  Pledged Collateral

(a) Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by any new Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. The Collateral Agent shall have the right, following an Event of Default and without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

(b) Except as provided in ARTICLE V (Remedial Provisions), such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to a Grantor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations.

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(c) Except as provided in ARTICLE V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document or, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral to issue any Stock or other equity Securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral.

(d) Such Grantor shall not grant ‘‘control’’ (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to any Person other than the Collateral Agent.

(e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such Person and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of such Pledged Stock with all the rights, powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given in this clause (e).

(f) Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral pledged by such Grantor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Pledged Collateral as a ‘‘security’’ under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Section 4.5  Delivery of Instruments and Chattel Paper

If any amount in excess of $250,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an Instrument or Chattel Paper, such Grantor shall promptly deliver such Instrument or Chattel Paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, or, if consented to by the Collateral Agent, shall mark all such Instruments and Chattel Paper with the following legend: ‘‘This writing and the obligations evidenced or secured hereby are subject to the security interest of Citicorp North America, Inc., as Collateral Agent for the benefit of the Secured Parties’’ (which legend shall be modified to reflect successor Collateral Agents).

Section 4.6  Intellectual Property

(a) Such Grantor (either itself or through licensees) shall (and shall cause all licensees or sublicensees thereof to) (i) continue to use each Trademark that is Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) execute and file all documents necessary to perfect a security interest pursuant to this Agreement in favor of the Collateral Agent promptly upon adopting or using any mark that is confusingly similar or a colorable imitation of such Trademark and (v) not do any act or

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knowingly omit to do any act (and not permit or direct by express act or omission any licensee or sublicensee thereof to do any act) whereby such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way; provided, however, that (i)-(iii) and (v) above shall be subject to the good faith exercise by such Grantor of its reasonable business judgment consistent with past practices.

(b) Such Grantor shall not (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act, or omit to do any act, whereby any Patent that is Material Intellectual Property may become forfeited, abandoned or dedicated to the public.

(c) Such Grantor (i) shall not (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the Copyrights that is Material Intellectual Property may become invalidated or otherwise impaired and (ii) shall not (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act whereby any portion of the Copyrights that is Material Intellectual Property may fall into the public domain.

(d) Such Grantor shall not knowingly (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act, or knowingly omit to do any act, whereby any trade secret that is Material Intellectual Property may become publicly available or otherwise unprotectable.

(e) Such Grantor shall not (and shall not permit or direct by express act or omission any licensee or sublicensee thereof to) do any act that knowingly infringes, misappropriates, dilutes or violates any Third Party Intellectual Property Rights.

(f) Such Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application for registration or recording, registration or recording relating to any Material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, right to use, interest in, or the validity or enforceability of, any Material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(g) As set forth below, whenever such Grantor, either by itself or through its counsel or any agent or designee, shall file an application for the registration or recording of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States or register any Internet domain name, such Grantor shall report such filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, such Grantor shall execute and deliver, and have recorded, all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s security interest in any such Copyright, Patent, Trademark or Internet domain name and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(h) Such Grantor shall take all reasonable actions that are (i) necessary (subject to the good faith exercise by such Grantor of its reasonable business judgment consistent with past practices) or (ii) requested by the Collateral Agent, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and any Internet domain name registrar, to maintain and pursue each application for registration or recording (and to obtain the relevant registration or recording) and to maintain each registration and recording of any Copyright, Trademark, Patent or Internet domain name that is Material Intellectual Property, including filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings.

(i) In the event that any Material Intellectual Property is infringed, misappropriated, diluted or violated by a third party, such Grantor shall notify the Collateral Agent promptly after such Grantor learns thereof. Such Grantor shall take appropriate action in response to any infringement, misappropriation, dilution or violation of the Material Intellectual Property, including promptly

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bringing suit for infringement, misappropriation, dilution or violation and to recover all damages for such infringement, misappropriation, dilution or violation, and shall take such other actions may be appropriate under the circumstances to protect such Intellectual Property; provided, however, that the foregoing shall be subject to the good faith exercise by such Grantor of its reasonable business judgment consistent with past practices.

(j) Unless otherwise agreed to by the Collateral Agent such Grantor shall execute and deliver to the Collateral Agent for filing in (i) the United States Copyright Office a short-form copyright security agreement in the form attached hereto as Annex 5 (Form of Short Form Copyright Security Agreement) for all Copyrights of such Grantor, (ii) in the United States Patent and Trademark Office a short-form patent security agreement in the form attached hereto as Annex 6 (Form of Short Form Patent Security Agreement) for all Patents of such Grantor, (iii) the United States Patent and Trademark Office and with the appropriate department or division of all appropriate States of the United States a short-form trademark security agreement in form attached hereto as Annex 7 (Form of Short Form Trademark Security Agreement) for all Trademarks of such Grantor and (iv) with the appropriate Internet domain name registrar, a duly executed form of assignment of all Internet domain names of such Grantor to the Collateral Agent (together with appropriate supporting documentation as may be requested by the Collateral Agent) in form and substance reasonably acceptable to the Collateral Agent. In the case of clause (iv) above, such Grantor hereby authorizes the Collateral Agent to file such assignment in such Grantor's name and to otherwise perform in the name of such Grantor all other necessary actions to complete such assignment, and each Grantor agrees to perform all appropriate actions deemed necessary by the Collateral Agent for the Collateral Agent to ensure such Internet domain name is registered in the name of the Collateral Agent.

Section 4.7  Cash Management; Deposit Accounts

(a) On the Closing Date (or such later date as agreed by the Collateral Agent), each Grantor shall cause to be delivered (i) to the Collateral Agent, a duly executed and effective Blocked Account Letter for each existing Deposit Account identified as a concentration account on Schedule 7 maintained by any Grantor and (ii) to each Restricted Account Bank (with a copy to the Collateral Agent, a Restricted Account Letter for each other Deposit Account (subject only to clause (b) below) duly executed by the appropriate Grantor to each such Deposit Account.

(b) Each Grantor shall (i) deposit in a Blocked Account or Restricted Account all cash and all Proceeds received by such Grantor and (ii) not establish or maintain any Deposit Account with any financial or other institution other than a Blocked Account Bank, a Restricted Account Bank, a Lender or an Affiliate of a Lender; provided, however, that the Warnaco Entities may at any time maintain the following accounts not subject to this Section 4.8(b) (i) Deposit Accounts or Securities Accounts (or their foreign equivalents) located outside of the United States with cash or Cash Equivalents not in excess of an aggregate amount of $30,000,000, (ii) Deposit Accounts or Securities Accounts located in the United States with cash or Cash Equivalents not in excess of an aggregate amount of $10,000,000 and (iii) payroll, withholding tax and other fiduciary accounts as required for operations in the ordinary course of business.

(c) Each Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor to make payment, or to continue to make payment, as the case may be, to a lock-box linked to a Blocked Account or a Restricted Account, as the case may be, and each Grantor shall deposit in a Blocked Account or a Restricted Account all Proceeds received by such Grantor from any other Person immediately upon receipt.

(d) In the event (i) any Grantor or a Blocked Account Bank or Restricted Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Blocked Account or Restricted Account, as the case may be, for any reason, (ii) the Collateral Agent shall demand termination of a Blocked Account Letter or a Restricted Account Letter as a result of the failure of a Blocked Account Bank or Restricted Account Bank, as the case may be, to comply with the terms of the applicable letter agreement or (iii) the Collateral Agent determines in its sole discretion that the financial condition of a Blocked Account Bank or Restricted Account Bank has materially deteriorated, then, in each case, Group shall, or shall cause the applicable Grantor to, notify all of its

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Account Debtors that were making payments to such terminated Blocked Account Bank or Restricted Account Bank to make all future payments to such other Blocked Account Bank or Restricted Account Bank, as specified by the Collateral Agent.

Section 4.8  Vehicles

Upon the request of the Collateral Agent, within 30 days after the date of such request and, with respect to any Vehicle acquired by such Grantor subsequent to the date of any such request, within 30 days after the date of acquisition thereof, such Grantor shall file all applications for certificates of title or ownership indicating the Collateral Agent’s first priority security interest in the Vehicle covered by such certificate and any other necessary documentation, in each office in each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests in the Vehicles; provided, however, that the aggregate value of all Vehicles excepted from the application of this Section 4.9 shall not exceed $1,000,000.

Section 4.9  Payment of Obligations

Such Grantor shall pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

Section 4.10  Notice of Commercial Tort Claims

Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim with a reasonable expectation of recovery of at least $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, immediately upon such acquisition, deliver to the Collateral Agent, in each case in form and substance satisfactory to the Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 6 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance satisfactory to the Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Collateral Agent to be reasonably necessary or appropriate for the Collateral Agent to obtain, on behalf of the Revolving Credit Secured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims, and on behalf of the Term Loan Secured Parties, a second-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 6 (Commercial Tort Claims) delivered pursuant to this Section 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Collateral Agent, become part of Schedule 6 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

    ARTICLE V.    REMEDIAL PROVISIONS 

Section 5.1  Code and Other Remedies

During the continuance of an Event of Default, the Collateral Agent may in accordance with the terms of the Intercreditor Agreement exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such

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circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Intercreditor Agreement shall prescribe, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent, or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Section 5.2  Accounts and Payments in Respect of General Intangibles

(a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Agent at any time during the continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in a Blocked Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b) At the Collateral Agent’s request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.

(c) Subject to the terms of the [Credit]¹ Agreement, the Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.

(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.

(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Agent a lien

1	Reference to be revised if such terms are provided for in the Intercreditor Agreement.

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on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles that have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent. In addition, the Collateral Agent may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, enforce such Grantor’s rights against such Account Debtors and obligors of General Intangibles.

(f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent, nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent, nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 5.3  Pledged Collateral

(a) Subject to the terms of the Intercreditor Agreement and during the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and the Intercreditor Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims.

(c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the

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Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Section 5.4  Proceeds to be Turned Over To Collateral Agent

Unless otherwise expressly provided in the Credit Agreement, all Proceeds received by the Collateral Agent hereunder in cash or Cash Equivalents shall be held by the Collateral Agent in a Cash Collateral Account. All Proceeds constituting Reinvestment Prepayment Amounts (as defined in the Credit Agreement) or the cash collateralization of Letters of Credit (as defined in the Credit Agreement) while held by the Collateral Agent in a Cash Collateral Account (or by such Grantor in trust for the Collateral Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement.

Section 5.5  Registration Rights

(a) During the continuance of an Event of Default, if the Collateral Agent shall determine to exercise its right to sell any the Pledged Collateral pursuant to Section 5.1 (Code and Other Remedies), and if in the opinion of the Collateral Agent it is necessary or advisable to have the Pledged Collateral, or any portion thereof to be registered under the provisions of the Securities Act, the relevant Grantor shall use its reasonable efforts to cause the issuer thereof to (i) execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Collateral, or that portion thereof to be sold and (iii) make all amendments thereto or to the related prospectus that, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such issuer to comply with the provisions of the securities or ‘‘Blue Sky’’ laws of any jurisdiction that the Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act.

(b) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

(c) During the continuance of an Event of Default, each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral pursuant to this Section 5.5 valid and binding and in compliance with all other applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this Section 5.5 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent, and the other Secured Parties have no adequate remedy at

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law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Section 5.6  Deficiency

Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent, or any other Secured Party, to collect such deficiency.

    ARTICLE VI.    THE COLLATERAL AGENT

Section 6.1  Collateral Agent’s Appointment as Attorney-in-Fact

(a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);

(iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other Remedies) or 5.5 (Registration Rights), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or

(v) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains)

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throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 6.2  Duty of Collateral Agent

The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ respective interests in the Collateral and shall not impose any duty upon the Collateral Agent, or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Section 6.3  Authorization of Financing Statements

Each Grantor authorizes the Collateral Agent and each of its Affiliates, counsel and other representatives, at any time and from time to time until Discharge of Lender Claims, to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may described the Collateral covered thereby as ‘‘all assets of the debtor’’, ‘‘all personal property of the debtor’’ or words of similar effect. Each Grantor hereby also authorizes the Collateral Agent and each of its Affiliates, counsel and other representatives, at any time and from time to time, to file

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continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

Section 6.4  Authority of Collateral Agent

(a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Intercreditor Agreement, the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Parties, with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. To the extent that the Intercreditor Agreement conflicts with any other Loan Documents with regard to the authority of the Collateral Agent, the Intercreditor Agreement shall control.

(b) Each Grantor and the Collateral Agent hereby agrees and acknowledges that, to the extent that the Collateral Agent has a security interest in or possession of any Collateral, the Collateral Agent is holding, and shall hold, such Collateral (and the security interest therein) for the benefit of and on behalf of each Secured Party (including the Collateral Agent), subject to the relative priorities set forth herein and in the Intercreditor Agreement, in accordance with Section 8-301(a)(2), 9-313(a) and 9-313(c) of the UCC, if applicable.

    ARTICLE VII.    MISCELLANEOUS

Section 7.1  Amendments in Writing

None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.1 (Amendments, Waivers, Etc.) of the Credit Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 3 (Form of Pledge Amendment) and Annex 4 (Form of Joinder Agreement) respectively, in each case duly executed by the Collateral Agent and each Grantor directly affected thereby.

Section 7.2  Notices

All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.8 (Notices, Etc.) of the Credit Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrower’s notice address set forth in such Section 11.8.

Section 7.3  No Waiver by Course of Conduct; Cumulative Remedies

Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 (Amendments in Writing)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

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Section 7.4  Amendment and Restatement; Effectiveness

(a) This Agreement shall not become effective until the Closing Date.

(b) On the Closing Date, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the Closing Date). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities.

(c) The terms and conditions of this Agreement and the Agents’, the Lenders’ and the Issuers’ rights and remedies under this Agreement and the other Loan Documents shall apply to (i) all of the Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors incurred under the Loan Documents and (ii) all of the Obligations incurred under the Existing Credit Agreement and the Notes issued and defined thereunder and all obligations of the Grantors incurred under the Loan Documents (as defined in the Existing Credit Agreement) (the ‘‘Existing Loan Documents’’).

(d) Each Grantor hereby reaffirms the Liens granted pursuant to the Existing Loan Documents to the Existing Administrative Agent for the benefit of the Secured Parties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Secured Obligations.

(e) On and after the Closing Date, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby.

(f) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Section 7.5  Successors and Assigns

This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and each other Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

Section 7.6  Counterparts

This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), 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. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart.

Section 7.7  Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without

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invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.8  Section Headings

The Article and Section titles contained in this Agreement are, and shall be, without substantive meaning or content of any kind whatsoever and are not part of the agreement of the parties hereto.

Section 7.9  Entire Agreement

(a) This Agreement together with the other Loan Documents and the Intercreditor Agreement represents the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereto concerning the Secured Obligations.

(b) In the event of any conflict between the provisions of this Agreement and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall govern.

Section 7.10  Governing Law

This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 7.11  Additional Grantors

If, pursuant to Section 7.11 (Additional Personal Property Collateral and Guaranties) of the Credit Agreement, the Borrower shall be required to cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Annex 4 (Form of Joinder Agreement) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

Section 7.12  Release of Collateral

(a) At the time provided in Section 9.1(a) of the Intercreditor Agreement, the Collateral shall be released from the Liens hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and, subject to the obligations of the Collateral Agent under the Intercreditor Agreement, all rights to the Collateral shall revert to the Grantors. Subject to the obligations of the Collateral Agent under the Intercreditor Agreement, at the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor, at the sole expense of the Borrower, such documents as such Grantor shall reasonably request to evidence such termination.

(b) If the Collateral Agent shall be directed or permitted pursuant to Section 9.1(b) or (c) of the Intercreditor Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any Grantor in a transaction permitted by the Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, Section 9.1(b) or (c) of the Intercreditor Agreement. In connection therewith but subject to the terms of the Intercreditor Agreement, the Collateral Agent, at the request and sole expense of the Borrower, shall execute and deliver to the Borrower, all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Collateral.

(c) At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the capital stock of such Grantor shall be so sold or disposed; provided, however, that the Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower in form and substance satisfactory to the Collateral Agent stating that such transaction is in compliance with the Loan Documents.

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Section 7.13  Reinstatement

Each Grantor further agrees that, if any payment made by any Loan Party or other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any Grantor in respect of the amount of such payment.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated Pledge and Security Agreement to be duly executed and delivered as of the date first above written.

WARNACO INC.,
as Grantor

By: /s/ Lawrence R. Rutkowski 
Name: Lawrence R. Rutkowski
Title: Chief Financial Officer

THE WARNACO GROUP, INC.,
as Grantor

By: /s/ Lawrence R. Rutkowski 
Name: Lawrence R. Rutkowski
Title: Chief Financial Officer

184BENTON STREET INC.
A.B.S. CLOTHING COLLECTION, INC.
AUTHENTIC FITNESS ON-LINE, INC.
CALVIN KEIN JEANSWEAR COMPANY
CCCACQUISITION CORP.
C. F. HATHAWAY COMPANY
CKJHOLDINGS, INC.
DESIGNER HOLDINGS LTD.
GREGORY STREET, INC.
JEANSWEAR HOLDINGS, INC.
KAI JAY MANUFACTURING COMPANY
OCEAN PACIFIC APPAREL CORP.
OUTLET STORES, INC.
UBERTECH PRODUCTS, INC
WARNACO MEN'S SPORTSWEAR INC
WARNACO PUERTO RICO, INC
WARNACO RETAIL INC
WARNACO SOURCING INC
WARNACO SWIMWEAR INC
WARNACO SWIMWEAR PRODUCTS INC.,
MYRTLE AVENUE, INC.,
CKU.COM INC.,
WARNACO U.S., INC.,
as Grantors

By: /s/ Lawrence R. Rutkowski 
Name: Lawrence R. Rutkowski
Title: Treasurer of each of the above-named
entities

ACCEPTED AND AGREED
as of the date first above written:

CITICORP NORTH AMERICA, INC.,
as Collateral Agent for the Revolving Credit Secured Parties,
Agent for the Term Loan Secured Parties, and as Collateral
Agent for the Secured Parties

By: /s/ Keith R. Gerding            
       Name: Keith R. Gerding
       Title: Vice President

EX-10.4

EXECUTION COPY

 INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT 

ThisINTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated as of January 31, 2006, is entered into among CITICORP NORTH AMERICA, INC. (‘‘CNAI’’), as administrative agent for the Revolving Credit Lenders, Swing Loan Lenders and Issuers (in such capacity, the ‘‘Revolving Facility Agent’’), CNAI, as administrative agent for the Term Loan Lenders (in such capacity, the ‘‘Term Facility Agent’’), CNAI, as collateral agent for the Secured Parties (in such capacity, the ‘‘Collateral Agent’’), THE WARNACO GROUP, INC. (‘‘Group’’), WARNACO INC. (the ‘‘Company’’) and each other Loan Party.

W I T N E S S E T H :

WHEREAS, Group, the Company, the Lenders and Issuers party thereto from time to time, the Revolving Facility Agent, the Term Facility Agent and the Collateral Agent have entered into the Amended and Restated Credit Agreement, dated as of the date hereof (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any of the Indebtedness, commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the ‘‘Credit Agreement’’); and

WHEREAS, it is a condition to the effectiveness of the Credit Agreement that the parties hereto execute and deliver this Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

Section 1.    Definitions

1.1    Definitions

(a)    Unless otherwise defined herein, terms are used herein as defined in the Credit Agreement. In addition, as used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

‘‘Agent’’ shall mean each of the Senior Agent, the Junior Agent and the Collateral Agent.

‘‘Agreement’’ shall mean this Intercreditor Agreement, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

‘‘Bankruptcy Code’’ shall mean title 11, United States Code.

‘‘Bankruptcy Law’’ shall mean the Bankruptcy Code, or any similar federal, state or foreign Requirement of Law for the relief of debtors or any arrangement, reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets and liabilities of Group, the Company or any other Loan Party or any similar law relating to or affecting the enforcement of creditors’ rights generally.

‘‘Collateral’’ shall mean, collectively, the Revolving Priority Collateral and the Specified IP Collateral.

‘‘Collateral Agent’’ shall include, in addition to the Collateral Agent referred to in the recitals hereto, any successors and assigns to the Collateral Agent permitted hereunder.

‘‘Collateral Documents’’ shall mean this Agreement, the Senior Documents, the Junior Documents and all other security agreements, pledge agreements, mortgages, guaranties and other documents executed and/or delivered by the Loan Parties and accepted by the Collateral Agent.

‘‘Credit Agreement’’ shall have the meaning set forth in the recitals to this Agreement.

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‘‘Insolvency or Liquidation Proceeding’’ shall mean, collectively, (a) any voluntary or involuntary case or proceeding under the Bankruptcy Law with respect to Group, the Company or any other Loan Party, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to Group, the Company or any other Loan Party or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of, Group, the Company or any Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (except as permitted by Section 8.7 of the Credit Agreement), and (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of Group, the Company or any other Loan Party.

‘‘Junior Agent’’ shall mean (a) with respect to any Revolving Claim or any Revolving Priority Collateral, the Term Facility Agent and (b) with respect to any Term Loan Claim or any Specified IP Collateral, the Revolving Facility Agent.

‘‘Junior Claims’’ shall mean (a) with respect to any Revolving Priority Collateral, all Term Loan Claims and (b) with respect to any Specified IP Collateral, all Revolving Claims.

‘‘Junior Documents’’ shall mean, collectively, with respect to any Junior Claim, any provision pertaining to such Junior Claim in any Loan Document or any other document, instrument or certificate evidencing or delivered in connection with such Junior Claim.

‘‘Junior Liens’’ shall mean (a) with respect to the Revolving Priority Collateral, all Liens securing the Term Loan Claims and (b) with respect to the Specified IP Collateral, all Liens securing the Revolving Claims.

‘‘Junior Secured Parties’’ shall mean (a) with respect to the Revolving Priority Collateral, all Term Loan Secured Parties and (b) with respect to the Specified IP Collateral, all Revolving Credit Secured Parties.

‘‘Notice of Actionable Default’’ shall mean a written certification identified as a ‘‘Notice of Actionable Default,’’ substantially in the form attached hereto as Exhibit B or such other form reasonably satisfactory to the Collateral Agent, from any Administrative Agent addressed to the Collateral Agent certifying that an Event of Default has occurred and is continuing under the Credit Agreement and that any required notice thereof has been given and any grace periods provided for therein have expired.

‘‘pay in full,’’ ‘‘paid in full’’ or ‘‘payment in full’’ shall mean with respect to any Secured Claims, the payment in full in cash of the principal of, accrued (but unpaid) interest and premium, if any, on all such Secured Claims and, with respect to letters of credit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the relevant Collateral Documents, in each case, after or concurrently with termination of all Commitments thereunder and payment in full in cash of any other such Secured Claims that are due and payable at or prior to the time such principal and interest are paid.

‘‘Post-Petition Interest’’ means all interest accruing or that would have accrued, whether as a result of the classification of the Junior Claims and the Senior Claims as one secured claim with respect to the Collateral (and not separate classes of senior and junior secured claims) or otherwise, after the commencement of any Insolvency Proceeding, irrespective of whether a claim for post-filing or post-petition interest is allowed in any such Insolvency Proceeding.

‘‘Revolving Claims’’ shall mean all Revolving Credit Secured Obligations and all extensions of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law extended or provided to any Loan Party by the Revolving Credit Secured Parties or arranged by the Revolving Facility Agent.

‘‘Revolving Credit Secured Obligations’’ shall have the meaning set forth in the Pledge and Security Agreement.

‘‘Revolving Credit Secured Party’’ shall have the meaning set forth in the Pledge and Security Agreement.

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‘‘Revolving Facility Agent’’ shall include, in addition to the Revolving Facility Agent referred to in the recitals hereto, (a) any successors and assigns thereto or any acting Revolving Facility Agent, in each case, as permitted under the Credit Agreement, and (b) if there is no acting Revolving Facility Agent, the Requisite Revolving Credit Lenders.

‘‘Revolving Priority Collateral’’ shall mean, collectively, the ‘‘Revolving Priority Collateral,’’ as defined in the Pledge and Security Agreement and any other Collateral (as defined in the Credit Agreement) of the same type.

‘‘Secured Claims’’ shall mean, collectively, the Revolving Claims and the Term Loan Claims.

‘‘Secured Parties’’ shall mean, collectively, the Senior Secured Parties and the Junior Secured Parties.

‘‘Senior Agent’’ shall mean (a) with respect to any Revolving Claim or any Revolving Priority Collateral, the Revolving Facility Agent and, after the payment in full of the Revolving Claims, the Term Facility Agent and (b) with respect to any Term Loan Claim or any Specified IP Collateral, the Term Facility Agent and, after the payment in full of the Term Loan Claims, the Revolving Facility Agent.

‘‘Senior Claims’’ shall mean (a) with respect to any Revolving Priority Collateral, all Revolving Claims and (b) with respect to any Specified IP Collateral, all Term Loan Claims. ‘‘Senior Claims’’ shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the Senior Documents whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect to the Senior Claims (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

‘‘Senior Collateral’’ shall mean (a) with respect to any Junior Secured Party, any Collateral on which it has a Junior Lien and (b) with respect to any Senior Secured Party, any Collateral on which it has a Senior Lien.

‘‘Senior Documents’’ shall mean, collectively, with respect to any Senior Claim, any provision pertaining to such Senior Claim in any Loan Document or any other document, instrument or certificate evidencing or delivered in connection with such Senior Claim.

‘‘Senior Liens’’ shall mean (a) with respect to the Revolving Priority Collateral, all Liens securing the Revolving Claims and (b) with respect to the Specified IP Collateral, all Liens securing the Term Loan Claims.

‘‘Senior Secured Parties’’ shall mean (a) with respect to the Revolving Priority Collateral, all Revolving Credit Secured Parties and (b) with respect to the Specified IP Collateral, all Term Loan Secured Parties.

‘‘Specified IP Collateral’’ shall have the meaning set forth in the Pledge and Security Agreement and any other Collateral (as defined in the Credit Agreement) of the same type.

‘‘Term Facility Agent’’ shall include, in addition to the Term Facility Agent referred to in the recitals hereto, (a) any successors and assigns thereto or any acting Term Facility Agent, in each case, as permitted under the Credit Agreement, and (b) if there is no acting Term Facility Agent, the Requisite Term Loan Lenders.

‘‘Term Loan Claims’’ shall mean all Term Loan Secured Obligations and all extensions of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law extended or provided to any Loan Party by the Term Loan Secured Parties or arranged by the Term Facility Agent.

‘‘Term Loan Secured Obligations’’ shall have the meaning set forth in the Pledge and Security Agreement.

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‘‘Term Loan Secured Party’’ shall have the meaning set forth in the Pledge and Security Agreement.

‘‘Uniform Commercial Code’’ or ‘‘UCC’’ shall mean the Uniform Commercial Code of the State of New York, as amended.

1.2    Certain Other Terms

(a)    The terms ‘‘herein,’’ ‘‘hereof,’’ ‘‘hereto’’ and ‘‘hereunder’’ and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement.

(b)    References herein to an Annex, Schedule, Article, Section, subsection or clause, unless specifically stated otherwise, refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement.

(c)    Where the context requires, provisions relating to any Collateral, when used in relation to any Loan Party, shall refer to such Loan Party’s Collateral or any relevant part thereof.

(d)    Any reference in this Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and, unless specifically stated otherwise, all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative.

(e)    The term ‘‘including’’ means ‘‘including, without limitation’’ except when used in the computation of time periods.

(f)    References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.

Section 2.    Collateral Agent

2.1    Appointment.

(a)    Each Senior Secured Party hereby appoints CNAI as the Collateral Agent hereunder and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Collateral Documents as are delegated to the Collateral Agent under such documents and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Senior Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Collateral Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such documents and to act as agent for the Senior Secured Parties under such Collateral Documents.

(b)    Each Junior Secured Party hereby appoints CNAI as the Collateral Agent hereunder and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Collateral Documents as are delegated to the Collateral Agent under such documents and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Junior Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Collateral Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such documents and to act as agent for the Junior Secured Parties under such Collateral Documents.

(c)    Each Secured Party hereby appoints CNAI as the Collateral Agent hereunder and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Collateral Documents as are delegated to the Collateral Agent under such documents and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Collateral Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such documents and to act as agent for the Secured Parties under such Collateral Documents.

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2.2    Actions; Direction of Administrative Agents.

(a)    Except as set forth in Section 2.2(b), the Collateral Agent shall take, or refrain from taking, any action as directed in writing (i) by the applicable Administrative Agent as designated in the Credit Agreement or any other Loan Document with respect to such action, (ii) collectively by the Administrative Agents or (iii) in the absence of such events, with respect to any Collateral (and any provision of the Collateral Documents related thereto), (A) until the payment in full of the Senior Claims in respect of such Collateral, by the Senior Agent and (B) thereafter, the Junior Agent.

(b)    From and after the receipt of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, the Collateral Agent shall take, or refrain from, taking any action, with respect to any Collateral (and any provision of the Collateral Documents related thereto), as directed in writing (i) until the payment in full of the Senior Claims in respect of such Collateral, by the Senior Agent and (ii) thereafter, the Junior Agent. Each Administrative Agent, in the event all of the Events of Default giving rise to any Notice of Actionable Default issued by such Administrative Agent has been cured or waived or otherwise has ceased to exist pursuant to the Credit Agreement, shall withdraw such Notice of Actionable Default by written notice to the Collateral Agent.

(c)    Each Administrative Agent shall promptly send to the other Administrative Agent a copy of any written directions given by such Administrative Agent pursuant to this Section 2.2; provided, however, that the failure to comply with this Section 2.2(c) shall not impair any of the rights, powers and remedies of such Administrative Agent or the Collateral Agent under any Collateral Document.

(d)    Notwithstanding anything to the contrary provided herein or in the Collateral Documents, the Collateral Agent shall not be obligated to take, or refrain from taking, any action (i) to the extent the Collateral Agent has received a written advice from its counsel that such action is in conflict with any applicable law, Collateral Document or order of any Governmental Authority or (ii) with respect to which the Collateral Agent, in its reasonable judgment, has not received adequate security or indemnity hereunder or under the Collateral Documents.

(e)    Nothing in this Section 2.2 shall impair the right of the Collateral Agent in its discretion to take or omit to take any action which is deemed proper by the Collateral Agent under the Collateral Documents and which it believes in good faith is not inconsistent with any direction of the applicable Administrative Agent delivered pursuant to this Section 2.2; provided, however, the Collateral Agent shall not be under any obligation to take any discretionary action under the provisions of this Agreement or any other Collateral Document unless so directed by the applicable Administrative Agent.

2.3    Limitation on Duties.

(a)    The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any other Collateral Document, and no implied covenants or obligations shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to Section 2.2, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from any Administrative Agent or the Lenders with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction.

(b)    The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent’s interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the applicable Administrative Agent, and neither the Collateral Agent nor

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any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

2.4    Resignation and Removal.

(a)    The Collateral Agent may resign at any time by giving written notice thereof to the Lenders and the Company. The Collateral Agent may be removed at any time by the Administrative Agents, acting jointly, or the Requisite Lenders by giving written notice thereof to the Collateral Agent and the Company. Upon any such resignation or removal, the Administrative Agents, acting jointly, or the Requisite Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed, and shall have accepted such appointment, within 30 days following the notice of resignation or removal, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. In either case, such appointment shall be subject to the prior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default).

(b)    Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Credit Agreement and the Collateral Documents. Promptly after any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Collateral Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). After such resignation, the retiring Collateral Agent shall continue to have the benefit of Section 8 as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the Credit Agreement and the Collateral Documents.

(c)    If no Person has accepted appointment as a successor Collateral Agent within 30 days following the notice of resignation or removal, the retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective, and the Administrative Agents, jointly, shall assume and perform all of the duties of the retiring Collateral Agent hereunder until such time, if any, as the Administrative Agents or the Requisite Lenders shall appoint a successor Collateral Agent as provided for above.

Section 3.    Priority of Liens

3.1    Lien Subordination. Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the UCC, any applicable law, any Collateral Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Agent, on behalf of each Junior Secured Party, in respect of such Collateral hereby agrees that:

(a)    any Senior Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to any Junior Lien in respect of such Collateral (whether or not such Senior Lien is subordinated to any Lien securing any other obligation); and

(b)    any Junior Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Senior Lien in respect of such Collateral.

3.2    Prohibition on Contesting Liens. In respect of any Collateral, the Junior Agent, on behalf of each Junior Secured Party, in respect of such Collateral agrees that it shall not, and hereby waives any right to:

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(a)    contest, or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of any Senior Lien on such Collateral; or

(b)    demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or similar right which it may have in respect of such Collateral or the Senior Liens on such Collateral, except to the extent that such rights are expressly granted in this Agreement.

3.3    New Liens.

(a)    The parties hereto agree that, prior to the payment in full of the Secured Claims, any Lien on any asset of any Loan Party securing any Secured Claim (and which asset is not also subject to a Lien securing all of the Secured Claims in accordance with the priorities set forth herein) shall immediately be released upon demand by any Agent or assigned to the Collateral Agent on behalf of the Secured Parties, subject to the priorities set forth in Section 3.1, and, at all times prior to such release or assignment, the Secured Party to whom such Lien was granted shall be acting as a sub-agent of the Collateral Agent for the sole purpose of perfecting the Lien on such asset.

(b)    Each Loan Party hereby agrees not to grant, or to permit any of its Subsidiaries to grant, except as expressly permitted by the Credit Agreement, a Lien on any of its respective assets to secure the Senior Claims or the Junior Claims, as the case may be, to any Person other than the Collateral Agent on behalf of the Secured Parties, subject to the priorities set forth in Section 3.1.

3.4    Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are fundamentally different from the Senior Claims in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified in any Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any Collateral (with the effect that, to the extent that the aggregate value of the Senior Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties).

Section 4.    Exercise of Remedies

4.1    Remedies.

(a)    Prior to the payment in full of the Senior Claims in respect of any Collateral, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Loan Party, with respect to such Collateral:

(i)    no Junior Secured Party shall (or direct the Collateral Agent to) (A) exercise or seek to exercise any rights or remedies, (B) institute any action or proceeding with respect to such rights or remedies, including any action of foreclosure, contest, protest, (C) object to any foreclosure proceeding or action brought by Collateral Agent or any Senior Secured Party or any other exercise of any rights and remedies relating to such Collateral under the Collateral Documents or otherwise, or (D) object to the forbearance by the Senior Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to such Collateral; and

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(ii)    the Senior Agent, on behalf of the Senior Secured Parties, shall have the exclusive right to (and the exclusive right to direct the Collateral Agent to) enforce rights, exercise remedies and make determinations regarding release, disposition (including under §363(f) of the Bankruptcy Code) or restrictions with respect to such Collateral without any consultation with, or the consent of, any Junior Secured Party.

(b)    In exercising rights and remedies with respect to any Collateral, the Senior Agent, on behalf of the Senior Secured Parties, in respect of such Collateral may enforce (and direct the Collateral Agent to enforce) the provisions of the Senior Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of such Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction and of a secured creditor under any Bankruptcy Law.

(c)    The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral agrees that, prior to the payment in full of the Senior Claims in respect of such Collateral, it will not intentionally take or receive any such Collateral or any proceeds of such Collateral in connection with the exercise of any right or remedy (including setoff) with respect to such Collateral. Without limiting the generality of the foregoing, prior to the payment in full of the Senior Claims in respect of any Collateral, the sole right of the Junior Agent and the Junior Secured Parties with respect to such Collateral shall be the right to receive a share of the proceeds thereof pursuant to Section 5.1.

(d)    The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral (i) agrees that neither it nor any Junior Secured Party will take any action that would hinder any exercise of remedies undertaken by any Senior Secured Party in respect of such Collateral under the Collateral Documents, including any sale, lease, exchange, transfer or other disposition of such Collateral, whether by foreclosure or otherwise, and (ii) hereby waives any and all rights it or any Junior Secured Party may have as a junior creditor or otherwise to object to the manner in which any Senior Secured Party may seek to enforce or collect the Senior Claims or the Liens granted in any of such Collateral.

4.2    Exercise of Remedies as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, each Junior Secured Party may exercise its rights and remedies as an unsecured creditor against the Loan Parties in accordance with the terms of the Junior Documents and applicable law. In the event any Junior Secured Party in respect of any Collateral becomes a judgment lien creditor in respect of such Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to any Lien on such Collateral securing any Senior Claim in respect of such Collateral on the same basis and to the same extent as the other Liens on such Collateral securing the Junior Claims are subordinated to those securing the Senior Claims under this Agreement. Nothing in this Agreement modifies any rights or remedies which any Senior Secured Party in respect of any Collateral may have with respect to such Collateral.

Section 5.    Application of Payments; Subrogation

5.1    Proceeds of Collateral. From and after the receipt by the Collateral Agent of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, proceeds of any Collateral received by any party hereto shall be applied to the respective Secured Claims as follows:

(a)    first, to pay interest on and then principal of any portion of the Senior Claims in respect of such Collateral that the Senior Agent may have advanced on behalf of any Senior Secured Party for which the Senior Agent has not then been reimbursed by such Senior Secured Party or the Loan Parties;

(b)    second, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the Senior Agent and the Collateral Agent;

(c)    third, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the other Senior Secured Parties;

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(d)    fourth, to pay Secured Claims in respect of any fees then due to the Senior Agent and the Collateral Agent;

(e)    fifth, to pay Secured Claims in respect of any fees then due to the other Senior Secured Parties;

(f)    sixth, to pay interest then due and payable in respect of all Senior Claims in respect of such Collateral;

(g)    seventh, to pay or prepay principal payments for all Senior Claims (and, when applicable, to provide cash collateral for letters of credit or Interest Rate Contracts constituting Senior Claims) in respect of such Collateral;

(h)    eighth, to pay all other Senior Claims in respect of such Collateral;

(i)    ninth, to pay interest on and then principal of any portion of the Junior Claims that the Junior Agent may have advanced on behalf of any Junior Secured Party for which the Junior Agent has not then been reimbursed by such Junior Secured Party or the Loan Parties;

(j)    tenth, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the Junior Agent;

(k)    eleventh, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the other Junior Secured Parties;

(l)    twelfth, to pay Secured Claims in respect of any fees then due to the Junior Agent;

(m)    thirteenth, to pay Secured Claims in respect of any fees then due to the other Junior Secured Parties;

(n)    fourteenth, to pay interest then due and payable in respect of all Junior Claims in respect of such Collateral;

(o)    fifteenth, to pay or prepay principal payments for all Junior Claims (and, when applicable, to provide cash collateral for letters of credit or Interest Rate Contracts constituting Junior Claims) in respect of such Collateral;

(p)    sixteenth, to pay all other Junior Claims in respect of such Collateral; and

(q)    seventeenth, as directed by the Company (subject to applicable laws);

provided, however, that, if sufficient funds are not available to fund all payments required to be made in any of clauses first through sixteenth above, the available funds being applied to the Secured Claims specified in any such clause (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Claims ratably, based on the proportion of each Agent’s and each Secured Party’s interest in the aggregate outstanding Secured Claims described in such clause; provided, further, that payments that would otherwise be allocated to the Revolving Credit Lenders shall be allocated first to repay Swing Loans until such Loans are paid in full and then to repay the Revolving Credit Loans. The order of payment application set forth in clauses (a) through (p) above may be amended at any time and from time to time by the Requisite Lenders without any notice to or consent of or approval by any Loan Party (or any other Person that is not a party to the Credit Agreement; provided, however, that (i) any such amendment adversely affecting any Agent shall also require the prior written consent of such Agent, (ii)(A) any such amendment adversely affecting the Revolving Credit Lenders shall require the consent of such Revolving Credit Lenders and (B) any such amendment not adversely affecting the Revolving Credit Lenders shall only require the consent of the Requisite Term Loan Lenders and (iii)(A) any such amendment adversely affecting the Term Loan Lenders shall require the consent of such Term Loan Lenders and (B) any such amendment not adversely affecting the Term Loan Lenders shall only require the consent of the Requisite Revolving Credit Lenders.

5.2    Proceeds of Non-Collateral. From and after the receipt by the Collateral Agent of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable

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Default, any payment received by any party to the Credit Agreement from a Loan Party that does not constitute proceeds of any Collateral shall be applied pursuant to Section 2.13(h) of the Credit Agreement.

5.3    Payments Over. Unless and until all Secured Claims shall have been paid in full, (a) any payment received by any party hereto at any time in contravention of the Credit Agreement or this Agreement and (b) from and after the receipt of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, any Collateral or proceeds thereof or any payment received by any Secured Party from proceeds of any Collateral shall be segregated and held in trust and forthwith paid over to the Collateral Agent for application in accordance with the Credit Agreement (in the case of clause (a) above) or Section 5.1 (in the case of clause (b) above) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Agent is hereby authorized to make any such endorsements as agent for any such Person. This authorization is coupled with an interest and is irrevocable.

5.4    Subrogation. The Junior Agent in respect of any Collateral, on behalf of each Junior Secured Party, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Senior Claims in respect of such Collateral shall have been paid in full. Upon payment in full of such Senior Claims, the Junior Secured Parties shall be subrogated to the rights of the Senior Secured Parties to receive payments or distributions applicable to such Senior Claims.

Section 6.    Insolvency or Liquidation Proceedings

6.1    Voting of Claims. Until the payment in full of all Senior Claims in respect of any Collateral, the Senior Agent shall have the right, but not the obligation, to vote the claim of any Junior Secured Party in respect of such Collateral in any Insolvency or Liquidation Proceeding if such Junior Secured Party has not voted its claim on or prior to 10 days before the expiration of the time to vote any such claim. In the event that Senior Agent exercises such right to vote, no Junior Secured Party shall be entitled to change or withdraw such vote.

6.2    Waivers. In the event an Insolvency or Liquidation Proceeding shall be commenced by or against any Loan Party, in respect of any part of the Senior Collateral or proceeds thereof or any Senior Lien which may exist thereon, each of the Junior Secured Parties in respect of such Collateral hereby agrees that such Person shall not, until the payment in full of the Senior Claims in respect of such Collateral:

(a)    seek any relief from, or modification of, the automatic stay as provided in §362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both of §362 and §363 of the Bankruptcy Code with respect to the Senior Collateral, except (i) replacement Liens, which Liens at all times shall (A) also secure the Senior Claims and (B) be subordinated to the Senior Liens in accordance with, and subject to, the terms of this Agreement, and (ii) the accrual or the current payment of interest and out-of-pocket expenses, including fees and disbursements of counsel and other professional advisors, incurred by the Junior Agent (which the Junior Secured Parties agree will constitute adequate protection of their claims and interests);

(b)    oppose or object to any adequate protection sought by or granted to any Senior Secured Parties with respect to the Senior Collateral;

(c)    oppose or object to the use of any Senior Collateral constituting cash collateral by any Loan Party, unless the Senior Secured Parties shall have opposed or objected to such use of such cash collateral;

(d)    oppose or object to any financing with respect to any Loan Party provided under any Bankruptcy Law (regardless of whether any Indebtedness thereunder is senior to the Junior Claims or secured by Liens on the Senior Collateral that are senior in priority to the Junior Liens on such Collateral), unless (i) the Senior Agent or the Senior Secured Parties shall have opposed or objected to such financing or (ii) any Indebtedness thereunder is secured by any Collateral on which the Junior Secured Parties have a first-priority Lien under this Agreement and the Liens on such Collateral securing such Indebtedness would be senior in priority to such first-priority Liens of the Junior Secured Parties;

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(e)    object to (i) the amount of the Senior Claims allowed or permitted to be asserted under any Bankruptcy Law or (ii) the extent to which the Senior Claims are deemed secured claims, including under §506(a) of the Bankruptcy Code;

(f)    oppose or object to any protection provided to the Senior Secured Parties, including any form of adequate protection under §362 or §363 of the Bankruptcy Code and the payment of amounts equal to interest and expenses allowed under §506(b) and (c) of the Bankruptcy Code to any Senior Secured Parties; or

(g)    object to the treatment of the Senior Claims under a chapter 11 plan of reorganization under the Bankruptcy Code or similar plan or reorganization or arrangement under any other applicable Insolvency or Liquidation Proceeding, except on the grounds that the present value of all property received by the Senior Secured Parties exceeds the amount of the claims of the Senior Secured Parties in such Insolvency or Liquidation Proceeding.

6.3    No Waiver by Senior Secured Parties. Nothing contained herein shall prohibit or in any way limit any Senior Secured Party from, with respect to the Senior Collateral, objecting in any Insolvency or Liquidation Proceeding (or otherwise) to any action taken by any Junior Secured Party, including the seeking by such Junior Secured Party of adequate protection with respect to such Collateral or the asserting by such Junior Secured Party of any of its rights and remedies under the Junior Documents (or otherwise) with respect to such Collateral.

Section 7.    Representations and Warranties

Each party hereto represents and warrants as follows:

(a)    Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.

(b)    This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms.

(c)    The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any governmental authority and (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such party or any order of any governmental authority or any indenture, agreement or other instrument binding upon such party.

Section 8.    Indemnification; Expenses

8.1    Indemnification. Each Secured Party agrees to indemnify each applicable Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Company), from and against such Secured Party’s ratable share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, such Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Collateral Documents or any action taken or omitted by such Agent under this Agreement or the other Collateral Documents; provided, however, that no Secured Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or such Affiliate’s gross negligence or willful misconduct.

8.2    Expenses. Without limiting the foregoing, each Secured Party agrees to reimburse each Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its

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rights or responsibilities under, this Agreement or the other Collateral Documents, to the extent that such Agent is not reimbursed for such expenses by the Company or another Loan Party.

Section 9.    Release of Collateral

9.1    At the request of the Company, the Collateral Agent shall, and each of the Administrative Agents and the Secured Parties hereby authorizes and directs the Collateral Agent (without any further notice or consent to or of any Secured Party) to, promptly release (or, in the case of clause (b) below, release or subordinate as required by the holders of any Lien specified thereunder) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any of the following:

(a)    all of the Collateral, and all Loan Parties, upon receipt of a written notice from each of the Administrative Agents that the Commitments have been terminated and all Loans, all Reimbursement Obligations and all other Secured Obligations that the Administrative Agents have been notified in writing are then due and payable have been paid in full (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Revolving Facility Agent and the applicable Issuers);

(b)    any part of the Collateral that is subject to a Lien permitted by Sections Section 8.2 (c), (e) or (f) of the Credit Agreement; and

(c)    any part of the Collateral (A) sold or disposed of by a Loan Party if such sale or disposition is permitted by the Credit Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by the Credit Agreement) (other than an Asset Sale pursuant to Section 8.4(c)(i) of the Credit Agreement) (B) that constitutes Stock of a Subsidiary Guarantor if such Subsidiary Guarantor has been dissolved pursuant to Section 8.7(d) of the Credit Agreement or (C) that constitutes Stock of a Foreign Subsidiary which is transferred to a Foreign Subsidiary as part of a Post Closing Reorganization.

9.2    Each of the Administrative Agents and the Secured Parties hereby authorizes and directs the Collateral Agent to execute and deliver or file such termination and partial release statements and take such other actions as are reasonably necessary to release (or subordinate) Liens pursuant to this Section 9 promptly upon the effectiveness of any such release (or subordination). Each of the Agents and the Secured Parties hereby acknowledges and agrees that the Loan Parties may use the Collateral to the extent permitted under the Credit Agreement. Each Administrative Agent hereby agrees to give the notice referred to in Section 9(a)(i) when the Payment Obligations have been Fully Satisfied.

Section 10.    Acknowledgements and Consents

10.1    Reliance by Senior Secured Parties. The consent by the Senior Secured Parties to the execution and delivery of the Junior Documents and the grant of a Junior Lien on the Senior Collateral and all loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Secured Parties to the Company shall be deemed to have been given and made in reliance upon this Agreement.

10.2    Independent Analysis. The Junior Agent, on behalf of each Junior Secured Party, acknowledges that it and each Junior Secured Party has, independently and without reliance on the Senior Agent or any Senior Secured Party, and based on documents and information deemed by it appropriate, made its own credit analysis and decision to enter into this Agreement, the Junior Documents, and the transactions contemplated hereby and thereby and agrees that it will continue to make its own credit decision in taking or not taking any action under the Junior Documents or this Agreement.

10.3    No Warranties or Liability. The Junior Agent, on behalf of each Junior Secured Party, acknowledges and agrees that:

(a)    no Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any Senior Document;

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(b)    the Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers as they may, in their sole discretion, deem appropriate and without regard to any rights or interests that any Junior Secured Party may have in the Senior Collateral or otherwise, except as otherwise provided in this Agreement or under applicable law; and

(c)    no Senior Secured Party shall have any duty to any Junior Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Loan Party (including the Junior Documents), regardless of any knowledge thereof which they may have or be charged with.

10.4    No Waiver of Lien Priorities.

(a)    No right of any Senior Secured Party to enforce any provision of this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Loan Party or by any act or failure to act by any Senior Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Senior Documents or any of the Junior Documents, regardless of any knowledge thereof which any Senior Secured Party may have or be otherwise charged with.

(b)    Without in any way limiting the generality of the foregoing clause (a) (except as set forth in any Loan Document), each Senior Secured Party, may, at any time and from time to time, without the consent of, or notice to, any Junior Secured Party, without incurring any liability to any Junior Secured Party and without impairing or releasing the lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any Junior Secured Party is affected, impaired or extinguished thereby) do any one or more of the following:

(i)    change the manner, place or terms of payment or change or extend the time of payment of, or renew, exchange, amend, increase or alter, the terms of any Senior Claim, any Lien in respect of any Senior Collateral, any guaranty of any Senior Claim, or any liability of any Loan Party incurred directly or indirectly in respect of any of the foregoing (including any increase in or extension of the Senior Claims, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner the Senior Claims, any Liens held by the Senior Agent, the Senior Secured Parties, or any of the Senior Documents;

(ii)    sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Senior Collateral or any liability of any Loan Party to the Senior Agent or any Senior Secured Party, or any liability incurred directly or indirectly in respect thereof;

(iii)    settle or compromise any Senior Claim or any other liability of any Loan Party or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Senior Claims) in any manner or order; and

(iv)    exercise or delay in or refrain from exercising any right or remedy against any security or any Loan Party or any other Person, elect any remedy and otherwise deal freely with the Loan Parties, the Senior Collateral and any security, any guarantor or any liability of any Loan Party to any Senior Secured Party, or any liability incurred directly or indirectly, in respect of the foregoing;

(c)    The Junior Agent, on behalf of each Junior Secured Party, also agrees that no Senior Secured Party shall have any duty or liability to any Junior Secured Party, and the Junior Agent, on behalf of each Junior Secured Party, hereby waives all claims against each Senior Secured Party arising out of any and all actions which any Senior Secured Party may take or permit or omit to take with respect to: (i) the Senior Documents, (ii) the collection of the Senior Claims, (iii) the foreclosure upon, or sale, liquidation or other disposition of, the Senior Collateral, (iv) the release of any Lien in respect of any Senior Collateral, or (v) the maintenance or preservation of the Senior Collateral, the Senior Claims or otherwise; and

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(d)    The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law or any other similar rights a junior secured creditor may have under applicable law in respect of such Collateral.

10.5    Obligations Unconditional. All rights, interests, agreements and obligations hereunder of the Senior Agent and the Senior Secured Parties in respect of any Collateral and the Junior Agent and the Junior Secured Parties in respect of such Collateral shall remain in full force and effect regardless of:

(a)    any lack of validity or enforceability of any Senior Document or any Junior Document and regardless of whether the Liens of the Senior Agent and Senior Secured Parties are not perfected or are voidable for any reason;

(b)    any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Claims or Junior Claims, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Document or any Junior Document;

(c)    any exchange, release or lack of perfection of any Lien on any Collateral or any other asset, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Claims or Junior Claims or any guarantee thereof;

(d)    the commencement of any Insolvency or Liquidation Proceeding in respect of any Loan Party; or

(e)    any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of any Secured Claim or of any Junior Secured Party in respect of this Agreement.

10.6    Attorney-in-Fact. The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral hereby irrevocably constitutes and appoints the Senior Agent in respect of such Collateral and any officer or agent (including the Collateral Agent) of such Senior Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Junior Agent or such holder or in such Senior Agent’s own name, from time to time in such Senior Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including any financing statements, endorsements or other instruments or transfer or release. Notwithstanding the grant of the foregoing power of attorney, nothing in this Section 10.6 is intended to in any way relieve any Loan Party of its obligations to comply with requirements of law or applicable obligations with respect to the release of Collateral under any Collateral Document.

10.7    Consent of Loan Parties. Each Loan Party hereby consents to the provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Loan Parties under any Senior Document, Junior Document, Loan Document or other Collateral Document shall not in any way be diminished or otherwise affected by such provisions or arrangements. All references to any Loan Party shall include reference to such Loan Party as a debtor and debtor in possession and any receiver or trustee for such Loan Party in any Insolvency or Liquidation Proceeding. Each Loan Party hereby agrees that, if, pursuant to Section 7.11 (Additional Personal Property Collateral and Guaranties) of the Credit Agreement, the Company shall be required to cause any Subsidiary that is not a Loan Party to become a Loan Party, or if for any reason the Company desires any such Subsidiary to become a Loan Party, such Subsidiary shall execute and deliver to the Collateral Agent an Intercreditor Supplement in substantially the form of Exhibit C (Intercreditor Supplement) attached hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Loan Party party hereto on the Closing Date.

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Section 11.    Miscellaneous

11.1    Conflicts. Except as expressly provided herein, in the event of any conflict between the provisions of this Agreement and the provisions of the Collateral Documents, the provisions of this Agreement shall govern.

11.2    Continuing Nature. This Agreement shall continue to be effective until the payment in full of all Secured Claims. This is a continuing agreement of lien subordination and the Senior Secured Parties may continue, at any time and without notice to any Junior Secured Party, to extend credit and other financial accommodations and lend monies constituting Senior Claims on the faith hereof. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding.

11.3    Amendments; Waivers. Except as set forth in Section 5.1, no amendment, modification or waiver of any provision of this Agreement shall be deemed to be made unless the same (i) shall be in writing signed by each Agent and (ii) shall have been approved by the Requisite Lenders (other than any amendments or modifications requested by any successor Collateral Agent not adversely affecting the Secured Parties) pursuant to Section 11.1 of the Credit Agreement. Notwithstanding anything to the contrary, the consent of any Loan Party shall not be required for amendments, modifications or waivers of the provisions of this Agreement, except that the Company’s consent shall be required for those that (i) affect any obligation or right of any Loan Party hereunder or that would impose any additional obligations on any Loan Party (including such changes under this Section 11.3), (ii) change the ability of any Collateral Agent to release Collateral pursuant to Section 9 or (iii) change the rights of the Loan Parties to make payments in respect of any Secured Claims (except with respect to proceeds of Collateral while a Notice of Actionable Default is pending). In the case of a waiver of any provision of this Agreement, such waiver shall be effective only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties in any other respect or at any other time. The Administrative Agents shall notify the Company of any amendment, modification or waiver effected hereunder; provided, however, that the failure of any Administrative Agent to deliver such notice shall not render any such amendment, modification or waiver ineffective.

11.4    Consent to Jurisdiction; Waiver of Trial by Jury.

(a)    Any legal action or proceeding with respect to this Agreement or any other Collateral Document may be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b)    Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 11.5 (Notices). Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)    Nothing contained in this Section 11.3 shall affect the right of any Agent or any Secured Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any other Loan Party in any other jurisdiction.

(d)    EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

(e)    The obligations of each Grantor in respect of any Obligation due to any party hereto in Dollars, shall, notwithstanding any judgment in a currency (the ‘‘judgment currency’’) other than

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Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to such party or such holder (as the case may be) in Dollars, such Grantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement, such party agrees to remit to such Grantor, such excess.

11.5    Notices. Any notice or other communication herein required or permitted to be given to any party hereto that is also a party to the Credit Agreement shall be made in accordance with Section 11.8 of the Credit Agreement or such other address as shall be notified in writing to the Administrative Agents and the Collateral Agent.

11.6    Governing Law. This Agreement has been delivered and accepted at and shall be deemed to have been made at New York, New York and shall be interpreted, and the rights and liabilities of the parties bound hereby determined, in accordance with the laws of the State of New York.

11.7    Specific Performance. Each of the Agents and the Secured Parties may demand specific performance of this Agreement. The Senior Agent, on behalf of each Senior Secured Party, and the Junior Agent, on behalf of each Junior Secured Party, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any Agent or Secured Party.

11.8    Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

11.9    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same document. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.

11.10    No Third Party Beneficiaries. This Agreement shall be binding upon, and the rights and benefits hereof shall inure to the benefit of, the Secured Parties and each of their respective permitted successors and assigns and, to the extent applicable, the Loan Parties and their respective permitted successors and assigns. No other Person shall have or be entitled to assert rights or benefits hereunder. Each Loan Party shall cause each of its Subsidiaries, to the extent applicable, to comply with the terms of this Agreement.

11.11    Further Assurances.

(a)    Each of the Loan Parties and the Junior Agent, on behalf of each Junior Secured Party, agrees that each such Person shall, at the Loan Parties’ expense, take such further action and execute and deliver to the Agents and the Senior Agent, on behalf of each Senior Secured Party, such additional documents and instruments (in recordable form, if requested), in each case, as the Senior Agent or the Collateral Agent may reasonably request to effectuate the terms of this Agreement.

(b)    The Term Facility Agent, on behalf of each Term Loan Secured Party, agrees that the Collateral Agent and the Revolving Facility Agent, on behalf of the Revolving Credit Secured Parties, shall be permitted to use the Intellectual Property during the continuance of an Event of Default for the sole purpose of selling or transferring Revolving Priority Collateral as part of their exercise of remedies.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

				WARNACO INC., as Borrower
				By:				/s/ Lawrence R. Rutkowski
								Name:    Lawrence R. Rutkowski Title:    Chief Financial Officer
				THE WARNACO GROUP INC., as Group
				By:				/s/ Lawrence R. Rutkowski
								Name:   Lawrence R. Rutkowski Title:    Chief Financial Officer
				184BENTON STREET INC. A.B.S. CLOTHING COLLECTION, INC. AUTHENTIC FITNESS ON-LINE, INC. CALVIN KEIN JEANSWEAR COMPANY CCCACQUISITION CORP. C.F. HATHAWAY COMPANY CKJHOLDINGS, INC. DESIGNER HOLDINGS LTD. GREGORY STREET, INC. JEANSWEAR HOLDINGS, INC. KAI JAY MANUFACTURING COMPANY OCEAN PACIFIC APPAREL CORP. OUTLET STORES, INC. UBERTECH PRODUCTS, INC. WARNACO MEN'S SPORTSWEAR INC. WARNACO PUERTO RICO, INC. WARNACO RETAIL INC. WARNACO SOURCING INC. WARNACO SWIMWEAR INC. WARNACO SWIMWEAR PRODUCTS INC. MYRTLE AVENUE, INC., CKU.COM INC., WARNACO U.S., INC., as Guarantors
				By:				/s/ Lawrence R. Rutkowski
								Name:   Lawrence R. Rutkowski Title:    Treasurer of each of the                above-named entities

				CITICORP NORTH AMERICA, INC., as Revolving Facility Agent
				By:				/s/ Keith R. Gerding
								Name:   Keith R. Gerding Title:    Vice President
				CITICORP NORTH AMERICA, INC., as Term Facility Agent
				By:				/s/ Keith R. Gerding
								Name:   Keith R. Gerding Title:    Vice President
				CITICORP NORTH AMERICA, INC., as Collateral Agent
				By:				/s/ Keith R. Gerding
								Name:   Keith R. Gerding Title:    Vice President