-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VVOlFMtUr4Swm9WqtNpCzjkP9Dgi8uXFpoo8NhI+oWaVnCfF8EyRA7JN3xVdBkNF si+cm37uEpQtKU7OgujUYw== 0000950172-01-000387.txt : 20010409 0000950172-01-000387.hdr.sgml : 20010409 ACCESSION NUMBER: 0000950172-01-000387 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010329 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARNACO GROUP INC /DE/ CENTRAL INDEX KEY: 0000801351 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 954032739 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10857 FILM NUMBER: 1588390 BUSINESS ADDRESS: STREET 1: 90 PARK AVE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126611300 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: W ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19861117 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 30, 2001 (March 29, 2001) THE WARNACO GROUP, INC. - ----------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10857 95-4032739 - ----------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 90 Park Avenue, New York, New York 10016 - ----------------------------------------------------------------------------- Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 661-1300 N/A - ----------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On March 29, 2001, The Warnaco Group, Inc. (the "Company") issued a press release announcing that its fourth quarter and fiscal year 2000 results would be lower than anticipated. The Company also announced that it had received a waiver of certain financial covenants from its lenders through mid-April and is in discussions to secure permanent amendments to the covenants which are necessary to avoid possible default after expiration of the waiver. The press release and the Letter Waiver are filed as Exhibits 99.1 and 99.2, respectively, to this Form 8-K, and are incorporated by reference in this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release, dated March 29, 2001. 99.2 Letter Waiver, dated March 29, 2001, by and among The Warnaco Group, Inc. and certain of its subsidiaries, The Bank Of Nova Scotia, Citicorp USA, Inc., Morgan Guaranty Trust Company Of New York, Societe Generale, Commerzbank Ag, New York & Grand Cayman Branches, Scotiabank Europe PLC, Suntrust Bank, Hua Nan Commercial Bank, Ltd., Los Angeles Branch, The Bank of New York, General Electric Capital Corporation, Bank Of America, N.A., Fleet National Bank, Merita Bank PLC, The Dai-Ichi Kangyo Bank, Limited, First Union National Bank, Scotia Capital (USA) Inc., Bank Leumi USA and The Bank Of Nova Scotia, Hong Kong Branch. SIGNATURES 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. Dated: March 30, 2001 By: /s/ Stanley P. Silverstein ----------------------------------- Name: Stanley P. Silverstein Title: Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated March 29, 2001. 99.2 Letter Waiver, dated March 29, 2001, by and among The Warnaco Group, Inc. and certain of its subsidiaries, The Bank Of Nova Scotia, Citicorp USA, Inc., Morgan Guaranty Trust Company Of New York, Societe Generale, Commerzbank Ag, New York & Grand Cayman Branches, Scotiabank Europe PLC, Suntrust Bank, Hua Nan Commercial Bank, Ltd., Los Angeles Branch, The Bank of New York, General Electric Capital Corporation, Bank Of America, N.A., Fleet National Bank, Merita Bank PLC, The Dai-Ichi Kangyo Bank, Limited, First Union National Bank, Scotia Capital (USA) Inc., Bank Leumi USA and The Bank Of Nova Scotia, Hong Kong Branch. EX-99 2 0002.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 FROM: THE WARNACO GROUP, INC. 90 PARK AVENUE, 26TH FLOOR NEW YORK, NEW YORK 10016 CONTACT: PHILLIP TERENZIO, TEL: (212) 287-8242 RUBENSTEIN ASSOCIATES, INC. PUBLIC RELATIONS - CONTACT: HOWARD J. RUBENSTEIN TEL: (212) 843-3000 GERALD MCKELVEY TEL: (212)843-8013 - ----------------------------------------------------------------------------- WARNACO REPORTS FOURTH QUARTER AND FISCAL YEAR 2000 RESULTS NEW YORK (March 29, 2001) - The Warnaco Group, Inc. (NYSE: WAC) today announced a net loss of $194.8 million, or $3.68 per common share, for the fourth quarter of 2000, and a net loss of $338.3 million, or $6.41 per share, for the full year 2000, inclusive of a non-cash tax provision equal to $2.45 per share related to a valuation allowance for deferred tax assets. This compares to the fourth quarter 1999 with a profit of $0.6 million or $0.01 per share on revenues of $603.2 million. Warnaco said that its fourth quarter results reflect a loss from operations equal to $0.71 per share, special charges equal to $0.52 per share and a non-cash tax provision equal to $2.45 per share. The operating loss for the fourth quarter of 2000 primarily reflects the impact of the weak retail economy on Warnaco's operations, including additional chargeback reserves and writeoffs equal to $0.28 per share and other operating shortfalls equal to $0.20 per share. Also included in the fourth quarter results are additional MIS system depreciation of $0.07 per share and incremental bank and legal fees of $0.06 per share. These items which total $0.61 per share account for the difference between the Company's actual operating results and the Company's previous forecast. The special charges incurred in the fourth quarter of $0.52 include legal expenses equal to $0.08 per share related to the since-settled litigation with Calvin Klein; costs equal to $0.11 per share for the termination of the Fruit of the Loom license and the related manufacturing facility closing; and charges equal to $0.33 per share related to the continuation and completion of various elements of the company's previously announced internal restructuring plan. In light of its loss for the year 2000, Warnaco has reviewed its tax planning strategies as they relate to the valuation of its deferred tax assets and has determined that it is appropriate to provide a non-cash valuation allowance of $129.2 million, or $2.45 per share. Warnaco also announced that, as part of its ongoing strategic operating initiatives, it will exit its licensed Fruit of the Loom bra business, and will close a manufacturing facility in the Dominican Republic as a result of its decision to terminate the license to produce Fruit of the Loom bras. The Company reported that these and other new initiatives, together with the strategic operating initiatives announced in the second and third quarters, should yield annualized savings of nearly $100 million. Warnaco said it has received a waiver of certain financial covenants from its lenders through mid-April, which will be filed with the Securities and Exchange Commission, and is in discussions to secure permanent amendments to the covenants which are necessary to avoid a possible default after expiration of the waivers. Warnaco also announced that it would restate its January 3, 1998 balance sheet reducing equity by $26 million. This restatement reflects adjustments to accounts receivable reserves and other items - net that the Company has determined to be appropriate at that date and has no effect on reported net income in any subsequent year. The 1998, 1999 and 2000 accounts have been revised to be consistent with the accounting for the matters that resulted in the adjustment to retained earnings and other issues. The Company said that it was filing to permit an extension of time through April 16, 2001 in order to complete and file its Form 10-K for fiscal year 2000 and requisite amended reports. Warnaco said that its current financial operating performance had been impacted by the retail slowdown, and particularly by inventory reductions among the Company's largest customers. The Company said that it had identified and taken actions with respect to additional opportunities to reduce costs and improve efficiency that the Company intends to take advantage of in order to return to a fully competitive position in the marketplace. Commenting on its 2001 outlook, Warnaco said that it is not likely to return to profitability in 2001 principally on account of the retail slowdown and lower than forecast sales. Warnaco said that it retains its brand strength through its portfolio of internationally recognized brands and the market shares and marketplace positioning to enable it to achieve profitable growth in the foreseeable future; but to do so, the Company must successfully complete its internal restructuring and strengthen its overall financial structure. Revenues in 2000 were $546.3 million for the fourth quarter and $2,249.9 million for the full year. Earnings per share for the full year 2000 comprise the $3.68 fourth quarter loss, the loss of $2.46 previously reported for the first three quarters related to, and an additional loss of $0.25 reflecting the cumulative effect of a change in accounting for retail inventories. The Company will conduct a conference call this afternoon at 5 PM (EST) to discuss its 2000 financial results and its 2001 outlook. The conference call may be accessed real-time via a webcast available on www.Vcall.com under the "Today's Vcalls" sections. Participants are asked to log on to the website approximately 10 minutes prior to the call to register and download and install any necessary audio software. A replay of the call will be available on www.Vcall.com under "Past Vcalls" through 5 PM (EST) on April 2. The conference call may also be accessed by telephone at (877) 232-1251 for domestic callers, and (706) 634-5936 for international callers. A replay will be available by telephone at (800) 642-1687 (domestic) and (706) 645-9291 (international) using access code 128380 through 5 PM (EST) on April 2. The Warnaco Group, Inc., headquartered in New York, is a leading manufacturer of intimate apparel, menswear, jeanswear, swimwear, men's and women's sportswear, better dresses, fragrances and accessories sold under such brands as Warner's(R), Olga(R), Fruit of the Loom(R) bras, Van Raalte(R), Lejaby(R), Weight Watchers(R), Bodyslimmers(R), Izka(R), Chaps by Ralph Lauren(R), Calvin Klein(R) men's, women's, and children's underwear, men's accessories, and men's, women's, junior women's and children's jeans, Speedo(R)/Authentic Fitness(R) men's, women's and children's swimwear, sportswear and swimwear accessories, Polo by Ralph Lauren(R) women's and girls' swimwear, Oscar de la Renta(R), Anne Cole Collection(R), Cole of California(R) and Catalina(R) swimwear, A.B.S.(R) Women's sportswear and better dresses and Penhaligon's(R) fragrances and accessories. This press release contains forward-looking statements, which are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include the ability of the Company to satisfy the conditions and requirements of financing commitments accepted by the Company, the effect of worldwide, regional and country general economic conditions, the overall level of consumer spending, the performance of the Company's products within the prevailing retail environment, competitive pricing pressures, consumer preferences including acceptance of both new designs and newly-introduced product lines, financial difficulties encountered by customers, inflation, merchandise supply constraints, interest rate movements and access to capital. Consequently, all of the forward-looking statements made in this press release are qualified by these and other factors, risks and uncertainties. Readers are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission.
THE WARNACO GROUP, INC. Consolidated Statements of Operations Fourth Quarter and Twelve Months (In thousands, except per share data) ---------------------------- -------------------------- Quarter Ended Twelve Months Ended ---------------------------- -------------------------- Dec 30, January 1, Dec 30, January 1, 2000 2000 2000 2000 --------- --------- ---------- ---------- Net Revenues $546,340 $603,204 $2,249,936 $2,114,156 Cost of Goods Sold 401,709 437,437 1,598,184 1,425,549 --------- --------- ---------- ---------- Gross Profit 144,631 165,767 651,752 688,607 Gross Profit % of Sales 26.5% 27.5% 29.0% 32.6% Selling, General and Administrative 142,809 148,669 556,668 476,408 Restructuring & Special Charges 42,966 0 269,626 0 --------- --------- ---------- ---------- Operating Income (41,144) 17,098 (174,542) 212,199 Operating Income ( loss) % of Sales -7.5% 2.8% -7.8% 10.0% Investment Income 0 0 (42,782) 0 Interest Expense 62,440 24,595 172,232 80,976 --------- --------- ---------- ---------- Pre-Tax Income (103,584) (7,497) (303,992) 131,223 Income Tax Provision (Benefit) (1) 91,255 (1) (8,066) 21,181 (1) 33,437 --------- --------- ---------- ---------- Income (loss) From Operations Before Cumulative Effect of Accounting Change (194,839) 569 (325,173) 97,786 Cumulative Effect of Accounting Change 0 0 (13,110) 0 --------- --------- ---------- ---------- Net Income (loss) ($194,839) $569 * ($338,283) $97,786 ========= ========= ========== ========== ---------------------------- -------------------------- 1) Includes $129,221 deferred tax asset valuation reserve. Net Income (loss)Applicable To Common Stock Net Income (loss) ($194,839) $569 ($338,283) $97,786 Income (loss) Before Cummulative Effect of Accounting Change ($194,839) $569 ($325,173) $97,786 Special Items Included Above: Investment Income $0 $0 ($25,862) $0 Restructuring and Special Charges $27,731 $0 $173,596 $0 Deferred Tax Asset Valuation Reserve $129,221 $0 $129,221 $0 --------- --------- ---------- ---------- Income (loss)From Ops Before Special Items & Cum effect of accounting change ($37,887) $569 ($48,218) $97,786 Earnings Per Share: (Diluted) Net Income (loss) ($3.68) $0.01.* ($6.41) $1.72 Income (loss) Before Cummulative Effect of Accounting Change ($3.68) $0.01 ($6.16) $1.72 Special Items Included Above: Investment Income $0.00 $0.00 ($0.49) $0.00 Restructuring and Special Charges $0.52 $0.00 $3.29 $0.00 Deferred Tax Asset Valuation Reserve $2.45 $0.00 $2.45 $0.00 --------- --------- ---------- ---------- Income (loss) From Ops Before Special Items & Cum effect of accounting change ($0.71) $0.01 ($0.91) $1.72 Weighted Average # of Shares O/S (Diluted) 52,874 55,021 52,783 56,796 * As adjusted; previously reported $2,669, $0.05 per share.
EX-99 3 0003.txt EXHIBIT 99.2 - LETTER EXHIBIT 99.2 LETTER WAIVER Dated as of March 29, 2001 To the banks, financial institutions and other institutional lenders (collectively, the "Lender Parties") party to the Intercreditor Agreement referred to below and to The Bank of Nova Scotia and Citibank, N.A., as debt coordinators (the "Debt Coordinators") Ladies and Gentlemen: We refer to the (i) Amendment, Modification, Restatement and General Provisions Agreement dated as of October 6, 2000 (as amended, supplemented or otherwise modified through the date hereof, the "Facility Agreement") among The Warnaco Group, Inc. ("Group"), Warnaco Inc., the other direct and indirect Subsidiaries of Group party thereto, The Bank of Nova Scotia ("Scotiabank"), as Administrative Agent (the "Administrative Agent"), Scotiabank and Citibank, N.A., as Debt Coordinators (the "Debt Coordinators"), for themselves and as representatives of each of the Lender Parties, and State Street Bank and Trust Company, as Collateral Trustee (the "Collateral Truste") and (ii) Intercreditor Agreement referred to in the Facility Agreement. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in Annex A to the Facility Agreement. We hereby request that you waive, solely for the period commencing on the date hereof through April 16, 2001 (the "Waiver Termination Date"), the requirements of (i) Section 2.7 of the Facility Agreement for the Fiscal Quarter ended December 31, 2000, (ii) Section 2.8(b) of the Facility Agreement and (iii) Section 2.14(c) of the Facility Agreement with respect to the assets listed on Exhibit A hereto. We agree that we will (i) not, and will not permit any other Loan Party to, request the issuance of any letter of credit under any Covered Facility for the period commencing on the date hereof through the Waiver Termination Date, other than as specified on Schedule I hereto (it being further understood that such permitted letters of credit will, to the extent practicable, be requested, subject to availability (including availability for issuance of international and foreign letters of credit), only under the New Trade Credit Facility and the facility numbered B.7 on Schedule II to the Intercreditor Agreement, such that the dollar amount of letters of credit requested under such facilities will be as close to equal as possible) and (ii) deliver weekly on each Tuesday (or if Tuesday is not a Business Day, on the next succeeding Business Day), an 8-week rolling forecast of domestic cash flow for Group, duly certified by a Responsible Officer as having been prepared in a manner consistent with the cash flow forecasts previously delivered to the Debt Coordinators, and otherwise in form satisfactory to the Debt Coordinators. This Letter Waiver and the agreements contained herein shall become effective as of the date first above written when, and only when, on or before the date hereof, the Administrative Agent shall have received (i) counterparts of this Letter Waiver executed by all of the Loan Parties and the Supermajority Lenders or, as to any of the Lender Parties, advice satisfactory to the Debt Coordinators that such Lender Party has executed this Letter Waiver, (ii) Consolidated statements of earnings before interest and taxes ("EBIT") and sales for Fiscal Year 2000, and projections for Fiscal Year 2001, for each product brand of Group and its Subsidiaries, duly certified by a Responsible Officer as having been prepared in a manner consistent with comparable statements previously delivered to the Debt Coordinators, and otherwise in form satisfactory to the Debt Coordinators and (iii) payment of all fees and expenses of the Debt Coordinators for which statements have been delivered on or prior to the date hereof (including the accrued fees and expenses and retainers of counsel and other advisers to the Debt Coordinators). This Letter Waiver is requested pursuant to the provisions of Section 2.2 of the Intercreditor Agreement. The Facility Agreement and each of the other Loan Documents, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee under any of the Loan Documents or Covered Documents, nor constitute a waiver of any provision of any of the Loan Documents or Covered Documents. On the day following the Waiver Termination Date, without any further action by any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth in the Loan Documents shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. Each of the undersigned Loan Parties, as Guarantors under the Parent Guaranty or the Subsidiary Guaranty, as applicable, hereby consents to the execution and delivery of this Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, the Guaranty to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and (b) the Collateral Documents to which such Grantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein). If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by (i) faxing your signature page to Howard Fine (tel. 212-848-8654; fax 212-893-9951) BY NO LATER THAN 12:00 NOON (NY TIME) ON THURSDAY, MARCH 29 and (ii) executing and returning two counterparts of this Letter Waiver to Howard Fine, Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022 at your earliest convenience. This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, THE WARNACO GROUP, INC. By /s/ Stanley P. Silverstein ----------------------------- Title: Vice President and Secretary Agreed as of the date first above written: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES, INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. CALVIN KLEIN JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY BLANCHE INC. 184 BENTON STREET INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. C.F. HATHAWAY COMPANY WARNACO VENTURES LTD. VENTURES LTD. A.B.S. CLOTHING COLLECTION, INC. WARNACO INTERNATIONAL, L.L.C. AUTHENTIC FITNESS RETAIL INC. AUTHENTIC FITNESS ON-LINE, INC. CCC ACQUISITION CORP. CCC ACQUISITION REALTY CORP. UBERTECH PRODUCTS, INC. WARNACO PUERTO RICO, INC. By: /s/ Stanley P. Silverstein ----------------------------------- Name: Stanley P. Silverstein Title: Vice President and Secretary MYTRLE AVENUE, INC. By: /s/ Carl Deddens ----------------------------------- Name: Carl Deddens Title: Assistant Treasurer GREGORY STREET, INC. By: /s/ Carl Deddens ----------------------------------- Name: Carl Deddens Title: Treasurer PENHALIGON'S BY REQUEST, INC. By: /s/ Stanley P. Silverstein ----------------------------------- Name: Stanley P. Silverstein Title: Attorney-in-Fact LINDA VISTA DE TLAXCALA, S.A. DE C.V. WAC INTERNATINAL DISTRIBUCION DE PUEBLA, S.A. DE C.V. CENTRO DE CORTE TETLA, S.A. DE C.V. VISTA DE HUAMANTLA, S.A. DE C.V. VISTA DE PUEBLA, S.A. DE C.V. LINDA VISTA DE VERACRUZ, S.A. DE C.V. OLGUITA DE MEXICO, S.A. DE C.V. JUARMEX, S.A. DE C.V. AUTHENTIC FITNESS DE MEXICO, S.A. DE C.V. VISTA DE YUCATAN, S.A. DE C.V. WARNER'S DE MEXICO, S.A. DE C.V. By: /s/ Stanley P. Silverstein ---------------------------------- Name: Stanley P. Silverstein Title: Director WARNACO (HK) LTD PENHALIGON'S LIMITED PENHALIGON'S PACIFIC LIMITED AUTHENTIC FITNESS (HK) LTD G.J.M. (H.K.) MANUFACTURING LIMITED DESIGNER HOLDINGS OVERSEAS LIMITED WARNER'S AIGLON S.A. WARNACO FRANCE SARL EURALIS S.A.S. LEJABY S.A.S. CALVIN KLEIN FRANCE S.N.C. IZKA S.C. PMJ S.A. WARNACO OF CANADA COMPANY AUTHENTIC FITNESS OF CANADA INC. WARNACO LAC ONE GMBH WARNACO LAC TWO GMBH ERATEX-WARNACO LAC TWO GMBH & CO. KG WARNER'S (UNITED KINGDOM) LIMITED PENHALIGON'S & JEAVONS INVESTMENT COMPANY LIMITED MULMKION B.V. DONATEX-WARNACO S.A. WARNER'S COMPANY (BELGIUM) By: /s/ Stanley P. Silverstein --------------------------------- Name: Stanley P. Silverstein Title: Director WARNACO HOLLAND B.V. WARNACO NETHERLANDS B.V. WARNACO B.V. By: /s/ Stanley P. Silverstein --------------------------------- Name: Stanley P. Silverstein Title: Director By: /s/ William S. Finkelstein -------------------------------- Name: William S. Finkelstein Title: Director Agreed as of the date first above written: THE BANK OF NOVA SCOTIA CITICORP USA, INC. By: /s/ Todd Meller By: /s/ Gregory Frenzel ------------------------------ -------------------------------- Title: Managing Director Title: Vice President By: /s/ Judy McKay ------------------------------ SOCIETE GENERALE Title: Director By: /s/ Wayne Hutton -------------------------------- MORGAN GUARANTY TRUST Title: Director COMPANY OF NEW YORK By: /s/ Houston A. Stebbins SCOTIABANK EUROPE PLC ------------------------------ Title: Vice President By: /s/ John Copley -------------------------------- Title: Director COMMERZBANK AG, NEW YORK & GRAND CAYMAN BRANCHES HUA NAN COMMERCIAL BANK, LTD., By: /s/ Robert Donahue LOS ANGELES BRANCH ------------------------------ Title: Senior Vice President By: /s/ George Chang -------------------------------- By: /s/ Peter Doyle Title: General manager ------------------------------- Title: Assistant Vice President GENERAL ELECTRIC CAPITAL CORPORATION SUNTRUST BANK By: /s/ Gerald Haubaugh --------------------------------- By: /s/ Smith Brookhart Title: Senior Vice President ------------------------------- Title: Managing Director FLEET NATIONAL BANK THE BANK OF NEW YORK By: /s/ Ralph Palma -------------------------------- By: /s/ Julie Follosco Title: Senior Vice President ------------------------------ Title: Vice President THE DAI-ICHI KANGYO BANK, LIMITED BANK OF AMERICA, N.A. By: /s/ Andreas Panteli -------------------------------- By: /s/ David Dinkins Title: Senior Vice President ------------------------------ Title: Principal SCOTIA CAPITAL (USA) INC. MERITA BANK PLC By: /s/ K. Rodrigues -------------------------------- By: /s/ Michael Maher Title: Chief Operating Officer Charles Lansdown ------------------------------ Title: Senior Vice Presidents THE BANK OF NOVA SCOTIA, HONG KONG BRANCH FIRST UNION NATIONAL BANK By: /s/ Patrick Rooney -------------------------------- By: /s/ Thomas Canberra Title: Vice President & Manager ------------------------------ Title: Senior Vice President BANK LEUMI USA By: /s/ Joung Hee Hong ------------------------------ Title: Vice President Schedule I to Letter Waiver Letters of Credit WEEK ENDING WEEK ENDING APRIL 6, 2001 APRIL 16, 2001 ------------- -------------- DOMESTIC $16,622,000 $7,200,000 FOREIGN $9,156,000 $8,031,000 TOTAL $25,778,000 $15,231,000 Note: week ending April 6, 2001 includes $14,286,000 from week ending March 30, 2001 due to restriction on issuance that week. Exhibit A to Letter Waiver Certain Assets Costa Rica Assets Paris Apartment -----END PRIVACY-ENHANCED MESSAGE-----