EXHIBIT 10.4




---



##### 



EXECUTION VERSION
 CREDIT AGREEMENT   Dated as of August 26, 2008
 among
 WARNACO OF CANADA COMPANY,  as Borrower
 The Warnaco Group, Inc.,  as a Guarantor
 The Lenders and Issuers from Time to Time Party Hereto
 Bank of America, N.A.,  as Administrative Agent
 Bank of America, N.A.,  as Collateral Agent
 Banc of America Securities LLC andDeutsche Bank Securities Inc.,  as Joint Lead Arrangers and Joint Book Managers
 and
 Deutsche Bank Securities Inc. ,  as Sole Syndication Agent




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##### 



Credit Agreement, Borrower Group BofA Administrative Agent Collateral Agent BAS Arrangers Syndication Agent Agents )
  Whereas
 Whereas
 Now, Therefore
 ARTICLE I
 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
 Section 1.1 Defined Terms .
 Accelerated Borrowing Base Certificate Delivery Date
 Accelerated Borrowing Base Certificate Delivery Period
 Account




---



##### 



Account Debtor
 Adjusted Orderly Liquidation Value Rate
 Administrative Agent
 Advance Rate
 Category
    
    RateEligible Receivables
    
    
    85
    %Eligible Inventory (other than Documented Non-Letter of
Credit Inventory and Inventory covered by Documentary
Letters of Credit)
    
    
    80
    %
 provided clause (a)
 Affiliate control
 Affiliated Account Debtor
 Agent Affiliate Section 10.9(c)
 Agents
  2




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##### 



Agreement
 Agreement Accounting Principles Section 1.3 Section 6.1(c) provided Article V, Article VI Article VIII Applicable Margin Permitted Acquisition Applicable Margin Permitted Acquisition provided further Article V, Article VI Article VIII Applicable Margin Permitted Acquisition
 Aggregate Borrowing Base
 Aggregate Borrowing Limit
 Alternative Currency provided
 Anniversary Date
 Applicable Margin Section 6. 1(b) per annum Section 6. 1(b) per annum Section 6. 1(b) Section 6. 1(c) )
 Prime RateLeverage Ratio
    

Loans
    
    
    BA Rate LoansGreater than 1.75 to 1
    
    
    1.00
    %
    
    
    2.00
    %Less than or equal to 1.75 to
1 and greater than 0.50 to 1
    
    
    .75
    %
    
    
    1.75
    %Less than or equal to 0.50 to 1
    
    
    .50
    %
    
    
    1.50
    %
  3




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##### 



Section 6. 1(b) Section 6.1(c) Section 6. 1(b) Section 6. 1(c)
 Applicable Unused Commitment Fee Rate per annum Section 2.12(a) provided
 AverageLevel
    
    Revolver Usage
    
    Unused Commitment FeeLevel 1
    
    Less than 50%
    
    
    0.50
    %Level 2
    
    Equal to or |greater than 50%
    
    
    0.375
    %
 Appraisal Section 6. 12(b)
 Approved Electronic Communications provided however Approved Electronic Communication provided Section 11.8 Section 2.8 Section 2.9 Article II Section 2. 4(a)
  4




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##### 



Approved Electronic Platform Section 10.9.
 Approved Fund
 Arrangers
 Asset Sale Section 8.4
 Assignment and Acceptance Exhibit
A
 Availability Reserves
 Available Canadian Credit minus
 Available Credit provided
  5




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##### 



Average Revolver Usage divided by divided by divided by
 BA Rate
 BA Rate Loan
 Bailees Letter
 Bankruptcy Code
 BAS
 Blocked Account
 Blocked Account Bank
 Blocked Account Letter
 BofA
 BofA Canada Branch
 Borrower
 Borrowing
  6




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##### 



Borrowing Base minus
 Borrowing Base Certificate Exhibit E
 Business Day
 Canadian Loan Party
 Canadian Plan
 Canadian Pledge Agreement
 Canadian Priority Payables
   7




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##### 



Canadian Security Agreement
 Canadian Subsidiary
 Canadian Subsidiary Guarantor
 Capital Expenditures provided Reimbursement Expiration Date Section 2. 9(c)(i) Section 2. 9(c)(i)
 Capital Lease
 Capital Lease Obligations
 Cash Collateral Account
  8




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##### 



Cash Equivalents A-1 S&P P-1 Moodys A-1 P-1 A-1 P-1 provided however
 Cash Interest Expense less
 Cash Management Obligation
 Cash on Hand less
 CERCLA
 CERCLIS
 Change of Control Section 8.4 Section 8.7); Change of Control
  9




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##### 



Chargeback
 Chattel Paper
 Closing Date
 Code
 Collateral
 Collateral Agent
 Collateral Documents
 Collections
 Commitment Commitments
 Compliance Certificate Section 6. 1(d) .
 Consolidated Net Income provided however
  10




---



##### 



Constituent Documents
 Contaminant
 Contractual Obligation
 Control Account
 Control Account Agreement
 Corporate Chart Section 7.11
 Credit and Collection Policy
  11




---



##### 



Customary Permitted Liens
       Deed of Hypothec
 Default
 Defaulted Receivable
   12




---



##### 



Deposit Account
 Dilution times
 Dilution Reserve
 Document
  13




---



##### 



Documentary Letter of Credit Inventory Conditions
 Documentary Letter of Credit Section 2.4
 Documented Non-Letter of Credit Inventory
 Dollars $
 Domestic Lending Office Domestic Lending Office Schedule II (Domestic Lending
Offices and Addresses for Notices)
 Domestic Subsidiary
 Earnout Obligations Section 8. 3(l)
 EBITDA plus minus
  14




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##### 



Eligibility Reserve
 Eligible Assignee Bank Act
 Eligible Foreign Account Debtor
  15




---



##### 



Eligible Inventory
       provided however
 Eligible Receivable
    16




---



##### 



17




---



##### 



provided however
 Environmental Action
 Environmental Laws et seq. et
seq. et
seq. et seq. et seq. et seq. et
seq. et seq. et seq. et seq
 Environmental Liabilities and Costs
  18




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##### 



Environmental Lien
 Environmental Permit
 ERISA
 ERISA Affiliate
 ERISA Event
 Event of Default Section 9.1.
 Existing Credit Agreement
 Extended Term Receivable
 Facility Agents
  19




---



##### 



Fair Market Value provided Fair Market Value
 Federal Reserve Board
 Financial Covenant Debt clauses
(a) (b) (d) (e) (f) (h) Indebtedness clause (c)
 Financial Statements Section 4.4 Section 6.1
 Fiscal Quarter
 Fiscal Year
 Fixed Charge Coverage Ratio minus minus
 Fixed Charges
 Foreign Plan
 Foreign Subsidiary
  20




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##### 



FSCO Supplemental Pensions Act Pension Benefits Act
 Fund
 GAAP
 General Intangible
 Global Material Adverse Change
 Global Material Adverse Effect
 Governmental Authority
 Group
 Guarantor
 Guaranty
 Guaranty Obligation
  21




---



##### 



clause (b)(i) (ii) (iii) (iv) (v)
 Hedging Contracts
 IFRS
 Indebtedness
 Indemnitees Section 11.4
 Instrument
  22




---



##### 



Insurance Assets
 Intellectual Property
 Interest Expense minus plus
 Interest Period Section 2.2 Section 2.11 Section 2.11 Section 2.11 provided however
      Interest Rate Contracts
  23




---



##### 



Inventory
 Investment
  Investment Grade Debt Securities 
 IRS
 Issue Issued Issuance
 Issuer Issuer
 Italian Debt Facility Schedule 8.1 (Existing
Indebtedness)
 Landlord Waiver
 Leases
 Lender Lender
 Letter of Credit Section 2.4(d)
  24




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##### 



Letter of Credit Obligations Section 6.12.
 Letter of Credit Reimbursement Agreement Section 2. 4(e) .
 Letter of Credit Request Section 2. 4(c) .
 Letter of Credit Sub-Limit
 Letter of Credit Undrawn Amounts
 Leverage Ratio minus
 Lien
 Loan
 Loan Documents
 Loan Party
 Material Adverse Change
  25




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##### 



Material Adverse Effect
 Material Leased Property
 Material License
 Material Owned Real Property
 Maximum Credit minus
 Mortgagees Title Insurance Policy
 Mortgage Supporting Documents
 Mortgagees Title Insurance Policy Section 4.20
  26




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##### 



Section 4.20 Section 8.2
 Mortgages
 Multiemployer Plan
 Net Cash Proceeds clauses (a), (c) (h) Section 8.4 provided however
 Non-Cash Interest Expense
  27




---



##### 



Non-Funding Lender Section 2.2(d)
 Notice of Borrowing Section 2.2(a)
 Notice of Conversion or Continuation Section 2. 11(b) .
 NPL
 Obligations
 Orderly Liquidation Value Rate
 Patriot Act
 PBGC
 Permit
  28




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##### 



Permitted Acquisition
   Section 8.1
  Section 7.11 Section 7.13
   Article IV clause (viii)
  29




---



##### 



Section 6.1 clause (ix)
 Permitted Cash Equivalents
 Person
 Pledged Debt Instruments
 Pledged Stock
 PPSA
 Prime Rate
 Prime Rate Loan
  30




---



##### 



Pro Forma Basis pro forma
 Projections
 Property Loss Event
 Proposed Acquisition
 Proposed Acquisition Target
 Protective Advances
 Ratable Portion equally and ratably ratably
 Real Property Land
  31




---



##### 



Receivable
 Register Section 11.2(c)
 Reimbursement Obligations
 Reinvestment Deferred Amount
 Reinvestment Event
 Reinvestment Notice
 Reinvestment Prepayment Amount less
 Reinvestment Prepayment Date
  32




---



##### 



Related Security
     Release
 Remedial Action
 Requirement of Law
 Requisite Lenders Requisite
Lenders
 Responsible Officer
 Restricted Account
  33




---



##### 



Restricted Account Letter
 Restricted Payment
 Revolving Credit Borrowing
 Revolving Credit Commitment Schedule I (Commitments) Revolving Credit Commitment,
 Revolving Credit Facility
 Revolving Credit Facility Register Section 11.2(c)
 Revolving Credit Outstandings
 Revolving Credit Termination Date Section 2.5 Section 9.2.
 Revolving Loan Section 2.1
 Revolving Loan Maturity Date
 Sale and Leaseback Transaction provided however Sale and Leaseback Transaction
 Sales Contract
  34




---



##### 



Secured Obligations
 Secured Parties
 Securities Account
 Security
 Senior Note Documents
 Senior Note Indenture 
 Senior Note Indenture Trustee
 Senior Noteholders
 Senior Notes
 Solvent
 Special Cash Collateral Account Section 2.19,
  35




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##### 



Special Purpose Vehicle
 Standby Letter of Credit Section 2.4
 Stock
 Stock Equivalents
 Subordinated Indebtedness
 Subsidiary
 Subsidiary Guarantor
 Super-Majority Lenders Super-Majority Lenders.
 Swing Loan Section 2.3.
 Swing Loan Availability
 Swing Loan Lender
  36




---



##### 



Swing Loan Request Section 2. 3(b) .
 Syndication Agent
 Tax Affiliate
 Tax Return Section 4. 8(a) .
 Taxes Section 2. 16(a) .
 Test Period Section
6. 1(b) Section 6. 1(c)
 Title IV Plan
 Trigger Amount
 Trigger Event
 Trigger Event Compliance Period
 UCC
 Unfunded Pension Liability
  37




---



##### 



Unused Commitment Fee Section 2.12(a)
 U.S. Borrower
 U.S. Dollar Equivalent Wall Street Journal Exchange Rates provided however U.S. Dollar Equivalent
 U.S. Dollars U.S.$
 U.S. Facility
 U.S. Loan Party
 U.S. Loan Party Canadian Facility Guaranty
 U.S. Pledge and Security Agreement
 U.S. Secured Obligations
 U.S. Subsidiary Guarantor
 Voting Stock
  38




---



##### 



Warnaco Entity
 Wholly Owned Subsidiary de minimus
 Withdrawal Liability
 Section 1.2 Computation of Time Periods . from and including to until to but excluding through to and
including
 Section 1.3 Accounting Terms and Principles .
  Section 6.1 Article V Article VI Article VIII Applicable Margin Permitted Acquisition Applicable Margin Permitted Acquisition provided however Article V Article VI Article VIII Applicable Margin Permitted
Acquisition
 Article V
  39




---



##### 



Section 1.4 Conversion of Foreign Currencies .
 Financial Covenant Debt.
 U.S. Dollar Equivalents
 Rounding-Off
 Judgment Currency Original Currency Second Currency Section 1. 4(d)
 Section 1.5 Certain Terms .
 herein hereof hereunder
   40




---



##### 



Article I
  including including without limitation
 Lender, Issuer Agent
 Section 10.6 Section 10.3
   ARTICLE II
 THE REVOLVING CREDIT FACILITY
 Section 2.1 The Commitments . Revolving Loan provided however Section
2.1
  41




---



##### 



Section 2.2 Borrowing Procedures .
 Exhibit B Notice of Borrowing Section
2.14)
 Section 2.14(a) Section 11.8 Section 3.1 Section 3.2
 Section 2.2
  42




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##### 



Non-Funding Lender
 Section 2.3 Swing Loans .
 Swing Loan provided however Section 2.3(a) Section 2.3(a)
 Exhibit C Swing Loan Request Section 3.2 Section
3.2
  clause (e)
  43




---



##### 



clause (c) clause (d) Section 3.2 clause (g)
 Section 9.1(e) clause (e) clause (e)
 clause (e) clause (f) clause (e) (f)
 Section 2.4 Letters of Credit .
 provided however
   44




---



##### 



Section 3.1 Section
3.2
       Exhibit D Letter of Credit Request nd
  45




---



##### 



Section 2.4 Section 3.2 Section 3.2
 Letter of Credit Reimbursement Agreement
       46




---



##### 



(h) Section 3.2 clause (h)
 clause (h) per annum
     47




---



##### 



Section 2.5 Reduction and Termination of the Commitments. provided however Section 2. 9(e)
  48




---



##### 



Section 2.6 Repayment of Loans .
 Section 2.7 Evidence of Debt .
  Section
11. 2(c)
 Section 2.7 provided however
 Section 2.8 Optional Prepayments . provided however Section 2.14(e)
 Section 2.9 Mandatory Prepayments .
  clause (c) clause (d clause (d
  49




---



##### 



clause (b) provided however Section 4.20 clause (v) provided further however clause (c)
 clause (c) Section 2. 13(h) (Payments and
Computations) clause (d) first second third Section
9.3
 Section 2.9(e) Section 9.3 Section 9.3
  50




---



##### 



Section 2. 13(h) first second third, then, Section 9.3 clause (f)
 Section 2.10 Interest .
 Rate of Interest. Section 2.10(c)
 per annum
 per annum
 Interest Payments
     51




---



##### 



Default Interest Section 2. 10(a) per annum clause (c)
 Interest Act (Canada)
 Section 2.11 Conversion/Continuation Option .
 provided however
 Exhibit F Notice of
Conversion or Continuation
 Section 2.14
  52




---



##### 



Section 2.11
  Section 2.12 Fees .
 Unused Commitment Fee. Unused Commitment Fee
 Letter of Credit Fees.
 Issuing Fee per annum
 per annum provided however per annum
  Section 2.13 Payments and Computations .
 Section 11.8 Section 2.13 provided however Section
2.14(c) Section 2.14(e) Section 2.15 Section 2.16
  53




---



##### 



provided however
 provided however first then
   54




---



##### 



clause (h) Section 2.13 Section 2.9 first second then
 Section 9.2
 first
 second
 third
 fourth
 fifth
 sixth
 seventh Section 9.3
 eighth ,
 ninth
 tenth
  55




---



##### 



provided however first ninth provided however first pro rata then first ninth Section 2. 13(h) first fifth Section 2. 13(h)
 Section
2. 3(a) Section 2. 2(a) Section 3.2
 Section 2.14 Special Provisions Governing BA Rate Loans .
 Determination of Interest Rate . BA Rate
 Interest Rate Unascertainable, Inadequate or Unfair . clause (i) clause (ii)
  56




---



##### 



Increased Costs Section 2.16
 Illegality Section 2. 14(d)
 Breakage Costs Section 2.10, Section
2.11, Section
2.9 Section 2.14(d)
  57




---



##### 



Section 2.15 Capital Adequacy.
 Section 2.16 Taxes .
 Section 2.16 Taxes Section 2.16, Section 2.16
  58




---



##### 



clause (a) Other Taxes
 Section 2.16)
 Section 11.8
 Section
2.16
   Section 2.16
 Section 2.16,
 Section 2.16
  59




---



##### 



Section 2.17 Substitution of Lenders . Affected Lender provided, however Section 2.17 Lender Section 2.17
  60




---



##### 



Section 2.18 [Intentionally Omitted]
 Section 2.19 Special Cash Collateral Account Section 6. 12(a) (Borrowing Base Determination) provided however Section 6.12(a)
(Borrowing Base Determination); provided,
 ARTICLE III
 CONDITIONS TO LOANS AND LETTERS OF CREDIT
 Section 3.1 Conditions Precedent to Initial Loans and Letters of Credit.
 Certain Documents.
     61




---



##### 



Section 4.20
    
   62




---



##### 



clause (A)
   Section 7.9
 Section 3. 1(g) Section 3.2
 Section 7.5
   63




---



##### 



Termination of Existing Credit Agreement
 Financial Statements.
 Availability.
 Consents, Etc.
 Fees and Expenses Paid
  64




---



##### 



No Global Material Adverse Effect
 Audit and Other Due Diligence
 U.S. Facility
 Section 3.2 Conditions Precedent to Each Loan and Letter of Credit.
 Request for Borrowing or Issuance of Letter of Credit.
 Representations and Warranties; No Default
 Article IV
  Borrowing Base. Section 6.12.
  65




---



##### 



No Legal Impediments
 Section 3. 2(b)
 Section 3.3 Determinations of Initial Borrowing Conditions . Section 3.1
 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES
 Section 3. 2(b)(i)
 Section 4.1 Corporate Existence; Compliance with Law.
  66




---



##### 



Section 4.2 Corporate Power; Authorization; Enforceable Obligations .
   Article III
  Schedule 4.2 (Consents) Section 3.1
     67




---



##### 



Section 4.3 Ownership of Group, Borrower; Subsidiaries .
  Schedule 4.3 (Ownership of Warnaco Entities) Schedule 4.3 (Ownership of Warnaco
Entities) Schedule 4.3 (Ownership of Warnaco Entities) Section 8.3
 Section 4.4 Financial Statements .
   68




---



##### 



clause(a)
  Section 4.5 Global Material Adverse Change.
 Section 4.6 Solvency .
 Section 4.7 Litigation.
 Section 4.8 Taxes .
 Tax Returns
  69




---



##### 



controlled
foreign corporation controlled foreign corporations
 Section 4.9 Full Disclosure .
 Section 4.10 Margin Regulations.
 Section 4.11 No Burdensome Restrictions; No Defaults .
 Section 8.2
    70




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##### 



Section 4.12 Investment Company Act .
 Section 4.13 Use of Proceeds .
 Section 4.14 Insurance.
 Section 4.15 Labor Matters .
   Schedule 4.15 (Labor Matters)
 Schedule 4.15 (Labor Matters)
 Section 4.16 ERISA .
 Schedule 4.16 (ERISA Matters)
  71




---



##### 



Schedule 4.16 (ERISA Matters)
 Schedule 4.16 (ERISA Matters)
  Schedule 4.16 (ERISA Matters)
       72




---



##### 



Supplemental Pensions Act Pension Benefits Act
    Section 4.17 Environmental Matters .
    73




---



##### 



Section 4.18 Intellectual Property; Material License .
   Section 4.19 Title; Real Property .
 Section 8.2
 Schedule 4.19 (Real Property)
   74




---



##### 



Section 4.20 Perfection of Security Interests in the Collateral .
 ARTICLE V
 FINANCIAL COVENANTS
  Section 5.1 Minimum Fixed Charge Coverage Ratio .
 ARTICLE VI
 REPORTING COVENANTS
  Section 6.1 Financial Statements.
 Monthly Reports.
  75




---



##### 



Quarterly Reports clause (e) Article V Section 5.1 Section 5.1 Section 5.1
 Annual Consolidated Reports. Article V Section 5.1 Section 5.1 Section 5.1
  76




---



##### 



Compliance Certificate. clauses (b) (c) Section 6.1 Exhibit H Compliance Certificate Article V Section 5.1 Section 5.1 Section 5.1
 Business Plan. clause (ii) clause (iii)
 Intercompany Loan Balances. clause (b) clause (c) Section 6.1
 Corporate Chart clause (c) clause (g)
 Trigger Event and Accelerated Borrowing Base Certificate Delivery Date
  77




---



##### 



Section 6.2 Default Notices.
 Section 6.3 Litigation.
 Section 6.4 Asset Sales.
 Section 6.5 Notices under Senior Note Documents.
 Section 6.6 Securities Exchange Filings; Press Releases.
 Section 6.7 Labor Relations.
 Section 6.8 Tax Returns.
 Section 6.9 Insurance.
  78




---



##### 



Section 6.10 ERISA Matters.
    Section 6.11 Environmental Matters.
 Section 6.12 Borrowing Base Determination.
 provided
  79




---



##### 



80




---



##### 



clauses (b), (c) (d)
 Section 6.13 Material Licenses.
 Section 6.14 Communications and Amendments with respect to U.S. Facility .
 Section 6.15 Other Information.
 ARTICLE VII
 AFFIRMATIVE COVENANTS
  Section 7.1 Preservation of Corporate Existence, Etc. Section 8.3 Section 8.4 Section 8.7; provided however
 Section 7.2 Compliance with Laws, Etc.
  81




---



##### 



Section 7.3 Conduct of Business.
 Section 7.4 Payment of Taxes, Etc.
 Section 7.5 Maintenance of Insurance.
 Section 7.6 Access.
  82




---



##### 



Section 7.7 Keeping of Books.
 Section 7.8 Maintenance of Properties, Etc.
 Section 7.9 Application of Proceeds. Section 4.13
 Section 7.10 Environmental .
 provided, however
 Section 6.11
  83




---



##### 



Section 7.11 Additional Personal Property Collateral and Guaranties.
 provided however
 Section 4.20 provided however
 clause (a) clause (b)
   84




---



##### 



Section 7.12 Canadian Plans . Supplemental Pensions Act Pension Benefits Act
       Section 7.13 Real Property .
   provided however
  85




---



##### 



Section 7.14 Senior Notes . Section
8.6(b) Section 8.1(f) Section 8.04
 Section 7.15 Post Closing Matters. Schedule 7.15
 ARTICLE VIII
 NEGATIVE COVENANTS
  Section 8.1 Indebtedness.
   Schedule 8.1 (Existing
Indebtedness)
 Section 8.1 Section 8.1 clause (g) Section 8.1 Section
8.1
  86




---



##### 



clauses
(b), (c) (e) Section 8.1 provided however
 Section 8.1 provided however
 Section 8.16
 provided Section
8.3(a)
   Section 8.17
  Section 8.2
  87




---



##### 



Section 8.2 Liens, Etc.
  Section 8.1(g)
 Schedule 8.2 (Existing Liens)
  Section 8. 1(e)
 (c) (e) Section 8.2
  Section 8.2 provided provided further,
  Section 8. 1(j) ; provided
 Section 8.2
  88




---



##### 



Section 8.3 Investments.
 Schedule 8.3 subclause (a)(ii)(C)(2)(x) provided subclause (ii)(C)(1) provided further subclause (ii)(C)(1) Section 7. 11(b) (Additional Personal Property
Collateral and Guaranties);
 provided that Section 3.8 Section 4.7 provided that Section 3.5 Section
4.4
 Schedule 8.3 (Existing
Investments)
 clause (b) Section 8.4
   89




---



##### 



Section 8.4(b) provided
 Section 8.1
    Section 6.1 clause (l)
 Section 8.4 Sale of Assets. Asset Sale
   90




---



##### 



provided subclause
(ii) Section 8. 4(b)(v) clause (b) then clause (b) clause (b) clause (vi)
 provided provided further
  91




---



##### 



provided
    Section 8.7
 Section 8.16(b)
 Schedule 8.4
 Section 8.5 Restricted Payments.
 provided
   inter alia
   92




---



##### 



Section 6.1 clause
(d)
 provided however, subclause (c)(i) clause (d)
 Section 8.6 Prepayment and Cancellation of Indebtedness .
 provided Section 8. 6(a) Schedule 8.1 (Existing Indebtedness)
 provided however, Section 8.1 Section 8.1(f) Section 7.14 Section 6.1
  93




---



##### 



clause (vii)
 Section 8.7 Restriction on Fundamental Changes .
 provided however
 provided however
 provided however
 provided
 Section 8.3
 provided however, Section 8.7
  94




---



##### 



Section 8.8 Change in Nature of Business .
  Section 8. 1(d)
 Section 8.9 Transactions with Affiliates.
 Section 8.10 Restrictions on Subsidiary Distributions; No New Negative Pledge. Section 8.1(g) Section 8. 1(e) Section 8. 1(f) Section 8. 1(f) Section 8.4 Section 8.4
   95




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##### 



Section 8.11 Modification of Constituent Documents.
 Section 8.12 Modification of Certain Documents and Certain Debt. Section 8. 1(b) Section 8.1(g) Section
8.13 (Modification of Debt Agreements) Section 2. 13(h) Section 11.1
 Section 8.13 Modification of Debt Agreements .
 Section 8.14 Accounting Changes; Fiscal Year.
  96




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##### 



Section 8.15 Margin Regulations.
 Section 8.16 Sale and Leasebacks Transactions .
   Section 8.17 No Speculative Transactions.
 Section 8.18 Compliance with ERISA.
 Section 8.19 Environmental. provided however, Section 8.19
 ARTICLE IX
 EVENTS OF DEFAULT
 Section 9.1 Events of Default .
   Article V Section 6.1 Section 6.2 Section 6.12 Section 7.1 Section 7.6 Section
7.9 Section 7.11 Section 7.14 Article VIII Section 3.8 Section 4.7
  97




---



##### 



provided however clauses (i) (ii)
  Section 4.20
   98




---



##### 



Supplemental Pensions
Act Pension Benefits Act
  Section 9.2 Remedies.
   provided however Section
9. 1(e) provided further
  99




---



##### 



Section 9.3 Actions in Respect of Letters of Credit. Section 2.9 Section 11.8, Section 2.13(h) provided however,
 ARTICLE X
 THE FACILITY AGENTS
 Section 10.1 Authorization and Action .
   solidarité active Solidary Claim
  100




---



##### 



provided however
 Section
2. 7(b) Section 11.2(c)
 Section 10.2 Agents Reliance, Etc . Section 11.2(c)
  101




---



##### 



Section 10.3 The Agents Individually. Lenders Requisite Lenders
 Section 10.4 Lender Credit Decision.
 Section 10.5 Indemnification. provided however
  102




---



##### 



Section 10.6 Successor Agents .
 Administrative Agent Article X
 Collateral Agent Article X
  103




---



##### 



Section 10.7 Concerning the Collateral and the Collateral Documents .
 provided however
 provided provided however
  104




---



##### 



clause (d) clause (ii)
  Sections 8. 2(c) ,
(e) (f)
 Section 8.7(d)
 Section 10.7
   105




---



##### 



Section 10.8 Collateral Matters Relating to Related Obligations. Related Obligations Section 11.6 Section 11.7
 Section 10.9 Posting of Approved Electronic Communications .
 Approved Electronic Platform
   106




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##### 



AGENT
AFFILIATES
  Section 10.10 Syndication Agent; Arrangers.
 ARTICLE XI
 MISCELLANEOUS
 Section 11.1 Amendments, Waivers, Etc.
 provided however
 Section
2. 13(h)
  107




---



##### 



Article II
   Section 3.1 Section 3.3 Section
3.2
  Section 2.9
     108




---



##### 



Section 10.7
 Section 11.7 Section 11.1 Requisite
Lenders Ratable Portion Super-Majority Lenders
 provided further
 Section
2.9 Section 2.5
 Section 11.2(f)
   provided further Schedule I Commitments clause (B) Schedule I provided, however Sections 6.1 6.11 6.13 7.1 7.2 7.3 7.13 7.14 8.8 8.19 mutatis mutandis
  109




---



##### 



Proposed Change Section 11.1 Non-Consenting Lender provided however provided however
 Section 11.2 Assignments and Participations .
 provided however
    110




---



##### 



provided further Section 11.2
  Section 11.8 Revolving Credit Facility Register Register
 clause (b) Section 11.2
  111




---



##### 



Section 11.2
 provided however
 clause (i)
 provided however clause (i) Section 11.2 clause (f) clause (g) clause (f)
  112




---



##### 



clause (f) Section 2. 14(d) , Section 2.15, Section 2.16 provided however Section 2. 14(d) ,
Section 2.15 Section 2.16 clause (i) .
 Section 10.7(b) Sections
2. 14(d) , Section 2.15 Section 2.16 provided however Sections 2. 14(d) , Section 2.15 Section 2.16 provided further
 Section 11.2
 Section 11.2 Section 11.2, Section 2.4
  113




---



##### 



Section 11.3 Costs and Expenses .
 Article III
 work-out clauses (i) (iii)
  114




---



##### 



Section 11.4 Indemnities .
 Article III) Indemnitee Indemnified Matters provided however Section 11.4 Section 2.16,
  Section 11.4
  115




---



##### 



Section 11.5 Limitation of Liability .
   Section 11.6 Right of Set-off. provided however Section 11.6
 Section 11.7 Sharing of Payments, Etc.
 Section 11.3 Section 11.4 Section 2.14 Section 2.15 Section 2.16 Purchasing Lender Selling Lender
  116




---



##### 



clause (a) Section 2.13(h)
  Section 11.7
 Section 11.8 Notices, Etc.
 Notices.
 (i)
    
    if to Group or the Borrower:
 
 ealford@warnaco.com
 Schedule II (Domestic Lending Offices and Addresses for Notices)
 Schedule II
(Domestic Lending Offices and Addresses for Notices)
 (iv)
    
    if to the Administrative Agent:
 
  117




---



##### 



(v)
    
    if to the Collateral Agent:
 
  
 provided however Article II Article X
  118




---



##### 



Use of Electronic Platform. clause (a) clause (a) clause (b)
 Section 11.9 No Waiver; Remedies.
 Section 11.10 Binding Effect.
 Section 11.11 Governing Law.
 Section 11.12 Submission to Jurisdiction; Service of Process .
 forum non conveniens .
 Section 11.8.
 Section 11.12
  119




---



##### 



Section 11.13 Waiver of Jury Trial.
 Section 11.14 Marshaling; Payments Set Aside.
 Section 11.15 Section Titles. .
 Section 11.16 [Intentionally Omitted].
 Section 11.17 [Intentionally Omitted] .
 Section 11.18 Entire Agreement.
 Section 11.19 Confidentiality .
 Borrower
Information Section 11.19, Section 11.19
  120




---



##### 



Facility Information
 Section 11.20 Patriot Act Notice .
 Section 11.21 Language .
  121




---



##### 



Warnaco Of Canada Company,as BorrowerBy:
    /s/ Lawrence R. RutkowskiName:
    Lawrence R. RutkowskiTitle:
    Vice PresidentThe Warnaco Group, Inc., as GroupBy:
    /s/ Lawrence R. RutkowskiName:
    Lawrence R. RutkowskiTitle:
    Executive Vice President and CFOBank of America, N.A.,as Administrative
Agent and Collateral AgentBy:
    /s/ Kevin W. CorcoranName:
    Kevin W. CorcoranTitle:
    Vice President




---



##### 



IssuersBank of America, N.A. (acting through its
Canada branch)By:
    /s/ Medina Sales de AndradeName:
    Medina Sales de AndradeTitle:
    Vice PresidentThe Bank of Nova ScotiaBy:
    /s/ Rose PorterName:
    Rose PorterTitle:
    Director




---



##### 



LendersBank of America, N.A. (acting through its
Canada branch)By:
    /s/ Medina Sales de AndradeName:
    Medina Sales de AndradeTitle:
    Vice PresidentDEUTSCHE BANK AG, CANADA BRANCHBy:
    /s/ Robert A. JohnstonName:
    Robert A. JohnstonTitle:
    DirectorBy:
    /s/ Renate EngelName:
    Renate EngelTitle:
    Assistant Vice President




---



##### 



The Bank of Nova ScotiaBy:
    /s/ Rose PorterName:
    Rose PorterTitle:
    Director




---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
    
    
    1Section 1.1 Defined Terms
    
    
    1Section 1.2 Computation of Time Periods
    
    
    39Section 1.3 Accounting Terms and Principles
    
    
    39Section 1.4 Conversion of Foreign Currencies
    
    
    40Section 1.5 Certain Terms
    
    
    40ARTICLE II THE REVOLVING CREDIT FACILITY
    
    
    41Section 2.1 The Commitments
    
    
    41Section 2.2 Borrowing Procedures
    
    
    42Section 2.3 Swing Loans
    
    
    43Section 2.4 Letters of Credit
    
    
    44Section 2.5 Reduction and Termination of the Commitments
    
    
    48Section 2.6 Repayment of Loans
    
    
    49Section 2.7 Evidence of Debt
    
    
    49Section 2.8 Optional Prepayments
    
    
    49Section 2.9 Mandatory Prepayments
    
    
    49Section 2.10 Interest
    
    
    51Section 2.11 Conversion/Continuation Option
    
    
    52Section 2.12 Fees
    
    
    53Section 2.13 Payments and Computations
    
    
    53Section 2.14 Special Provisions Governing BA Rate Loans
    
    
    56Section 2.15 Capital Adequacy
    
    
    58Section 2.16 Taxes
    
    
    58Section 2.17 Substitution of Lenders
    
    
    60Section 2.18 [Intentionally Omitted]
    
    
    61Section 2.19 Special Cash Collateral Account
    
    
    61ARTICLE III CONDITIONS TO LOANS AND LETTERS OF CREDIT
    
    
    61Section 3.1 Conditions Precedent to Initial Loans and Letters of Credit
    
    
    61Section 3.2 Conditions Precedent to Each Loan and Letter of Credit
    
    
    65Section 3.3 Determinations of Initial Borrowing Conditions
    
    
    66
  i




---



##### 



TABLE OF CONTENTS
(continued)
 PageARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    66Section 4.1 Corporate Existence; Compliance with Law
    
    
    66Section 4.2 Corporate Power; Authorization; Enforceable Obligations
    
    
    67Section 4.3 Ownership of Group, Borrower; Subsidiaries
    
    
    68Section 4.4 Financial Statements
    
    
    68Section 4.5 Material Adverse Change
    
    
    69Section 4.6 Solvency
    
    
    69Section 4.7 Litigation
    
    
    69Section 4.8 Taxes
    
    
    69Section 4.9 Full Disclosure
    
    
    70Section 4.10 Margin Regulations
    
    
    70Section 4.11 No Burdensome Restrictions; No Defaults
    
    
    70Section 4.12 Investment Company Act
    
    
    71Section 4.13 Use of Proceeds
    
    
    71Section 4.14 Insurance
    
    
    71Section 4.15 Labor Matters
    
    
    71Section 4.16 ERISA
    
    
    71Section 4.17 Environmental Matters
    
    
    73Section 4.18 Intellectual Property; Material License
    
    
    74Section 4.19 Title; Real Property
    
    
    74Section 4.20 Perfection of Security Interests in the Collateral
    
    
    75ARTICLE V FINANCIAL COVENANTS
    
    
    75Section 5.1 Minimum Fixed Charge Coverage Ratio
    
    
    75ARTICLE VI REPORTING COVENANTS
    
    
    75Section 6.1 Financial Statements
    
    
    75Section 6.2 Default Notices
    
    
    78Section 6.3 Litigation
    
    
    78Section 6.4 Asset Sales
    
    
    78
  ii




---



##### 



TABLE OF CONTENTS
(continued)
 PageSection 6.5 Notices under Senior Note Documents
    
    
    78Section 6.6 Securities Exchange Filings; Press Releases
    
    
    78Section 6.7 Labor Relations
    
    
    78Section 6.8 Tax Returns
    
    
    78Section 6.9 Insurance
    
    
    78Section 6.10 ERISA Matters
    
    
    79Section 6.11 Environmental Matters
    
    
    79Section 6.12 Borrowing Base Determination
    
    
    79Section 6.13 Material Licenses
    
    
    81Section 6.14 Communications and Amendments with respect to U.S. Facility
    
    
    81Section 6.15 Other Information
    
    
    81ARTICLE VII AFFIRMATIVE COVENANTS
    
    
    81Section 7.1 Preservation of Corporate Existence, Etc.
    
    
    81Section 7.2 Compliance with Laws, Etc.
    
    
    81Section 7.3 Conduct of Business
    
    
    82Section 7.4 Payment of Taxes, Etc.
    
    
    82Section 7.5 Maintenance of Insurance
    
    
    82Section 7.6 Access
    
    
    82Section 7.7 Keeping of Books
    
    
    83Section 7.8 Maintenance of Properties, Etc.
    
    
    83Section 7.9 Application of Proceeds
    
    
    83Section 7.10 Environmental
    
    
    83Section 7.11 Additional Personal Property Collateral and Guaranties
    
    
    84Section 7.12 Canadian Plans
    
    
    85Section 7.13 Real Property
    
    
    85Section 7.14 Senior Notes
    
    
    86Section 7.15 Post Closing Matters
    
    
    86ARTICLE VIII NEGATIVE COVENANTS
    
    
    86Section 8.1 Indebtedness
    
    
    86Section 8.2 Liens, Etc.
    
    
    88Section 8.3 Investments
    
    
    89Section 8.4 Sale of Assets
    
    
    90Section 8.5 Restricted Payments
    
    
    92Section 8.6 Prepayment and Cancellation of Indebtedness
    
    
    93
  iii




---



##### 



TABLE OF CONTENTS
(continued)
 PageSection 8.7 Restriction on Fundamental Changes
    
    
    94Section 8.8 Change in Nature of Business
    
    
    95Section 8.9 Transactions with Affiliates
    
    
    95Section 8.10 Restrictions on Subsidiary Distributions; No New Negative Pledge
    
    
    95Section 8.11 Modification of Constituent Documents
    
    
    96Section 8.12 Modification of Certain Documents and Certain Debt
    
    
    96Section 8.13 Modification of Debt Agreements
    
    
    96Section 8.14 Accounting Changes; Fiscal Year
    
    
    96Section 8.15 Margin Regulations
    
    
    97Section 8.16 Sale and Leasebacks Transactions
    
    
    97Section 8.17 No Speculative Transactions
    
    
    97Section 8.18 Compliance with ERISA
    
    
    97Section 8.19 Environmental
    
    
    97ARTICLE IX EVENTS OF DEFAULT
    
    
    97Section 9.1 Events of Default
    
    
    97Section 9.2 Remedies
    
    
    99Section 9.3 Actions in Respect of Letters of Credit
    
    
    100ARTICLE X THE FACILITY AGENTS
    
    
    100Section 10.1 Authorization and Action
    
    
    100Section 10.2 Agents Reliance, Etc.
    
    
    101Section 10.3 The Agents Individually
    
    
    102Section 10.4 Lender Credit Decision
    
    
    102Section 10.5 Indemnification
    
    
    102Section 10.6 Successor Agents
    
    
    103Section 10.7 Concerning the Collateral and the Collateral Documents
    
    
    104Section 10.8 Collateral Matters Relating to Related Obligations
    
    
    106Section 10.9 Posting of Approved Electronic Communications
    
    
    106Section 10.10 Syndication Agent; Arrangers
    
    
    107
  iv




---



##### 



TABLE OF CONTENTS
(continued)
 PageARTICLE XI MISCELLANEOUS
    
    
    107Section 11.1 Amendments, Waivers, Etc.
    
    
    107Section 11.2 Assignments and Participations
    
    
    110Section 11.3 Costs and Expenses
    
    
    114Section 11.4 Indemnities
    
    
    115Section 11.5 Limitation of Liability
    
    
    116Section 11.6 Right of Set-off
    
    
    116Section 11.7 Sharing of Payments, Etc.
    
    
    116Section 11.8 Notices, Etc.
    
    
    117Section 11.9 No Waiver; Remedies
    
    
    119Section 11.10 Binding Effect
    
    
    119Section 11.11 Governing Law
    
    
    119Section 11.12 Submission to Jurisdiction; Service of Process
    
    
    119Section 11.13 Waiver of Jury Trial
    
    
    120Section 11.14 Marshaling; Payments Set Aside
    
    
    120Section 11.15 Section Titles
    
    
    120Section 11.16 [Intentionally Omitted]
    
    
    120Section 11.17 [Intentionally Omitted]
    
    
    120Section 11.18 Entire Agreement
    
    
    120Section 11.19 Confidentiality
    
    
    120Section 11.20 Patriot Act Notice
    
    
    121Section 11.21 Language
    
    
    121
  v




---



##### 



SchedulesSchedule I
    
    
    
    CommitmentsSchedule II
    
    
    
    Domestic Lending Offices and Addresses for NoticesSchedule 4.2
    
    
    
    ConsentsSchedule 4.3
    
    
    
    Ownership of Warnaco EntitiesSchedule 4.15
    
    
    
    Labor MattersSchedule 4.16
    
    
    
    ERISA MattersSchedule 4.19
    
    
    
    Real PropertySchedule 7.15
    
    
    
    Post Closing MattersSchedule 8.1
    
    
    
    Existing IndebtednessSchedule 8.2
    
    
    
    Existing LiensSchedule 8.3
    
    
    
    Existing InvestmentsSchedule 8.4
    
    
    
    Specified Asset SalesExhibitsExhibit A
    
    
    
    Form of Assignment and AcceptanceExhibit B
    
    
    
    Form of Notice of BorrowingExhibit C
    
    
    
    Form of Swing Loan RequestExhibit D
    
    
    
    Form of Letter of Credit RequestExhibit E
    
    
    
    Form of Borrowing Base CertificateExhibit F
    
    
    
    Form of Notice of Conversion or ContinuationExhibit G
    
    
    
    [Intentionally Omitted]Exhibit H
    
    
    
    Form of Compliance Certificate
  vi




---



##### 



SCHEDULE I
 COMMITMENTS
 REVOLVING CREDITLENDER
    
    COMMITMENTBank of America, N.A. (acting through its Canada branch)
    
    U.S. $
    16,000,000.00Deutsche Bank AG, Canada Branch
    
    U.S. $
    9,000,000.00The Bank of Nova Scotia
    
    U.S. $
    5,000,000.00TOTAL
    
    U.S. $
    30,000,000.00




---



##### 



SCHEDULE II
 APPLICABLE LENDING OFFICES AND ADDRESSES FOR NOTICES
 On File with Administrative Agent.




---



##### 



SCHEDULE 4.2
 CONSENTS




---



##### 



SCHEDULE 4.3
 OWNERSHIP OF WARNACO ENTITIES
 Jurisdiction of
    
    
    
    Number of
    
    
    Percentage ofIncorporation/
    
    Number of Shares
    
    Shares
    
    
    each Class ofParent
    
    Subsidiary
    
    Organization
    
    Authorized
    
    Outstanding
    
    
    Shares Owned4278941 Canada Inc.
    
    WBR Industria e Comercio de Vestuario S.A.
    
    Brazil
    
    400,000
    
    196,000 common, 4,000 preferred
    
    
    51%Calvin Klein Jeanswear Company
    
    CKJ Holdings, Inc.
    
    Delaware
    
    1,000 shares Common Stock, par value $0.01
    
    1,000
    
    
    100%CKJ UK Limited
    
    Jeanswear Services, Ltd.
    
    United Kingdom
    
    N/A
    
    100
    
    
    100%CK Jeanswear Asia Ltd.
    
    CKJ Fashion (Shanghai) Ltd.
    
    Peoples Republic of China
    
    1,050,000
    
    157,500
    
    
    100%Gold Lightening Limited
    
    Hong Kong
    
    N/A
    
    65,000
    
    
    100%Designer Holdings Ltd.
    
    Calvin Klein Jeanswear  Company
    
    Delaware
    
    1,000 shares Common Stock, par value $0.01
    
    1,000
    
    
    100%The Warnaco Group, Inc.
    
    Warnaco Inc.
    
    Delaware
    
    100,000 shares Common Stock, par value $1.00
    
    100,000
    
    
    100%Warnaco B.V.
    
    A.E.S. Advanced Euro Service S.r.l
    
    Italy
    
    90,000
    
    90,000
    
    
    100%CKJ UK Ltd.
    
    United Kingdom
    
    1,098,000 shares, par value £1.00
    
    980,000
    
    
    100%CK Jeanswear Australia Pty Limited
    
    Australia
    
    4,467,737
    
    4,467,737
    
    
    100%CK Jeanswear Europe S.r.l.
    
    Italy
    
    N/A
    
    3,500,000
    
    
    100%CK Jeanswear Korea Co. Limited
    
    Korea
    
    N/A
    
    381,045
    
    
    100%CK Jeanswear NZ Ltd.
    
    New Zealand
    
    100
    
    100
    
    
    100%Euro Retail S.r.l.
    
    Italy
    
    100,000
    
    100,000
    
    
    100%
 **
    
    Certain shares are held as Directors qualifying shares, but in each case, solely to the extent
required by local law.




---



##### 



Jurisdiction of
    
    
    
    Number of
    
    
    Percentage ofIncorporation/
    
    Number of Shares
    
    Shares
    
    
    each Class ofParent
    
    Subsidiary
    
    Organization
    
    Authorized
    
    Outstanding
    
    
    Shares OwnedWarnaco Argentina SRL
    
    Argentina
    
    12,000 quotas
    
    1,080
    
    
    95%Warnaco Denmark A/S
    
    Denmark
    
    5000
    
    5000
    
    
    100%Warnaco France S.A.R.L.
    
    France
    
    500, par value FF 100
    
    500
    
    
    100%Warnaco Germany GmbH
    
    Germany
    
    25,000
    
    25,000
    
    
    100%Warnaco Netherlands B.V.
    
    The Netherlands
    
    2,500 shares
    
    561 shares
    
    
    100%Warnaco Poland Sp.zo.o.
    
    Poland
    
    20,000 shares, par value 50 zlotys
    
    1,000
    
    
    100%Warnaco Portugal Vesutario e Acessorios Sociedade Unipessoal, Lda.
    
    Portugal
    
    5,000
    
    5,000
    
    
    100%Warners Company (Belgium) SPRL
    
    Belgium
    
    25,000 shares, par value 1,000 FF
    
    25,000
    
    
    100%Warners (EIRE) Teoranta
    
    Ireland
    
    1,000 shares, par value IR£1.00
    
    101
    
    
    100%**WAS Logistics B.V.
    
    The Netherlands
    
    18,200
    
    18,200
    
    
    100%Warnaco France S.A.R.L.
    
    FA France S.A.R.L.
    
    France
    
    7,623
    
    7,623
    
    
    100%Warners Aiglon, S.A.
    
    France
    
    215,000, par value FRF 100
    
    215,000
    
    
    100%**Warnaco (H.K.), Ltd.
    
    CK Jeanswear Asia Ltd.
    
    Hong Kong
    
    100
    
    100
    
    
    100%Warnaco International Trading (Shanghai) Co. Ltd.
    
    Peoples Republic of China
    
    1,655,420
    
    1,655,420
    
    
    100%Warnaco Shanghai Co. Ltd.
    
    Peoples Republic of China
    
    810,000
    
    610,000
    
    
    100%Warnaco  Singapore Private Ltd.
    
    Singapore
    
    100,000 shares, par value $1.00
    
    2
    
    
    100%
 **
    
    Certain shares are held as Directors qualifying shares, but in each case, solely to the extent
required by local law.




---



##### 



Jurisdiction of
    
    
    
    Number of
    
    Percentage ofIncorporation/
    
    Number of Shares
    
    Shares
    
    each Class ofParent
    
    Subsidiary
    
    Organization
    
    Authorized
    
    Outstanding
    
    Shares OwnedWarnaco Inc.
    
    CKU.com Inc.
    
    Delaware
    
    1,000 shares Common Stock, par value $0.01
    
    1,000
    
    100%Designer Holdings Ltd.
    
    Delaware
    
    1,000 shares Common Stock, par value $0.01
    
    1,000
    
    100%Ocean Pacific Apparel Corp.
    
    Delaware
    
    5,589
    
    5,589
    
    100%Linda Vista de Veracruz S.A. de C.V.
    
    Mexico
    
    500 shares Serie B Subserie I; 225 shares Serie B Subserie II,  par value 100 Mexican Pesos
    
    500 Serie B Subserie I
    
    69%**Warnaco Intimo S.A.
    
    Spain
    
    11,000, par value 1,000 pesetas each
    
    11,000
    
    100%Warnaco Puerto Rico, Inc.
    
    Delaware
    
    1,000 shares of Common Stock, par value $0.01
    
    1,000
    
    100%Warnaco Swimwear Inc.
    
    Delaware
    
    1,000 shares of Common Stock, par value $0.01
    
    1,000
    
    100%Warnaco U.S., Inc.
    
    Delaware
    
    1,000 shares Common Stock, par value $0.01
    
    1,000
    
    100%Warners de Mexico S.A. de C.V.
    
    Mexico
    
    50,000 Series A shares, par value $0.10 Mexican Pesos; 60,545,220 Series B shares, par value $0.10 Mexican Pesos
    
    50,000 Series A shares; 60,545,220 Series B shares
    
    Type A - 100%** Type B - 100%WF Overseas Fashion C.V.
    
    The Netherlands
    
    100% partnership interests
    
    Warnaco Inc. holds 99% interest (as limited partner); Warnaco U.S., Inc. holds 1% interest (as general partner)
    
    99%
 **
    
    Certain shares are held as Directors qualifying shares, but in each case, solely to the extent
required by local law.




---



##### 



Jurisdiction of
    
    
    
    Number of
    
    Percentage ofIncorporation/
    
    Number of Shares
    
    Shares
    
    each Class ofParent
    
    Subsidiary
    
    Organization
    
    Authorized
    
    Outstanding
    
    Shares OwnedWarnaco Netherlands B.V.
    
    Eretex GmbH
    
    Germany
    
    DM 50,000
    
    DM 50,000
    
    100%Lenitex-Warnaco Handelsgesellschaft m.b.H.
    
    Austria
    
    500,000 Austrian schillings
    
    500,000
    
    100%Lintex-Warnaco S.a.r.l.
    
    Switzerland
    
    50 shares
    
    50
    
    100%Warnaco Argentina SRL
    
    Argentina
    
    12,000 quotas
    
    120
    
    5%Warnaco of  Canada Company
    
    Province of Nova Scotia
    
    1,000,000 Common Shares, without par value
    
    1,000,000
    
    100%Warners (United Kingdom) Limited
    
    United Kingdom
    
    5,520,000 shares at £1 each
    
    5,520,000
    
    100%Warnaco of Canada Company
    
    4278941 Canada Inc.
    
    Canada
    
    Unlimited number of Classes A-F
    
    2,000 Class A
    
    100%Linda Vista de Veracruz S.A. de C.V.
    
    Mexico
    
    500 shares Serie B Subserie I; 225 shares Serie B Subserie II,  par value 100 Mexican Pesos
    
    225 Serie B Subserie II
    
    31%**Warnaco Swimwear Inc.
    
    Warnaco Swimwear Products Inc.
    
    Delaware
    
    10,000 shares of Common Stock, par value $0.01
    
    100
    
    100%Warnaco Swimwear Products Inc.
    
    Authentic Fitness On-Line, Inc.
    
    Nevada
    
    100 shares of Common Stock, par value $0.01
    
    100
    
    100%CCC Acquisition Corp.
    
    Delaware
    
    1,000 shares Common Stock, par value $0.01
    
    100
    
    100%Vista de Yucatan S.A. de C.V.
    
    Mexico
    
    500 shares, par value 100 Mexican Pesos
    
    500
    
    100%**Warnaco Retail Inc.
    
    Delaware
    
    100 shares of Common Stock, par value $0.01
    
    100
    
    100%
 **
    
    Certain shares are held as Directors qualifying shares, but in each case, solely to the extent
required by local law.




---



##### 



Jurisdiction of
    
    
    
    Number of
    
    Percentage ofIncorporation/
    
    Number of Shares
    
    Shares
    
    each Class ofParent
    
    Subsidiary
    
    Organization
    
    Authorized
    
    Outstanding
    
    Shares OwnedWarnaco U.S., Inc.
    
    Warnaco (Macao) Company Limited
    
    Macao
    
    Uncertificated
    
    Uncertificated
    
    100%**WF Overseas Fashion C.V.
    
    The Netherlands
    
    100% partnership interests
    
    Warnaco Inc. holds 99% interest (as limited partner); Warnaco U.S., Inc. holds 1% interest (as general partner)
    
    1%Warners (United Kingdom) Ltd.
    
    Mullion  International Limited
    
    British Virgin Islands
    
    50,000 shares
    
    10
    
    100%WF Overseas Fashion C.V.
    
    Designer Holdings Overseas Limited
    
    Hong Kong
    
    10,000 shares, par value HK$1.00
    
    10,000
    
    100%**Warnaco B.V.
    
    The Netherlands
    
    200,000 NLG
    
    40,000
    
    100%Warnaco (H.K.) Limited
    
    Barbados
    
    1,000 common shares, no par value
    
    1,000
    
    100%Warnaco Taiwan Co. Ltd.
    
    Taiwan
    
    1,500,000
    
    1,500,000
    
    100%
 **
    
    Certain shares are held as Directors qualifying shares, but in each case, solely to the extent
required by local law. Number of Shares Covered by All Outstanding Options, Warrants,  Rights of Conversion or Purchase and Similar Rights




---



##### 



SCHEDULE 4.15
  Collective Bargaining Agreements
  
 
 Consulting Agreements
  Executive Employment Agreements
 1
    
    Joseph Gromek, President and Chief Executive Officer2
    
    Lawrence R. Rutkowski, Executive Vice President and Chief Financial Officer3
    
    Helen McCluskey, President Intimate Apparel Group4
    
    Frank Tworecke, President Sportswear Group5
    
    Dwight Meyer, President Global Sourcing6
    
    Stanley Silverstein, Executive Vice president  International Strategy and Business
Development7
    
    Elizabeth Wood, Senior Vice President, Human Resources
 Executive Compensation Plans
  Deferred Compensation Agreements
   Employee Stock Purchase and Stock Option Plans
   Severance Plans




---



##### 



SCHEDULE 4.16
 ERISA MATTERS
 PLAN NAME
    
    EMPLOYER ID NO.
    
    
    PLAN NO.Retirement PlansEmployees Retirement Plan of Warnaco Inc.
    
    
    22-1897478
    
    
    
    001The Warnaco Group, Inc. Employee Savings Plan
    
    
    95-4032739
    
    
    
    020Health and Welfare PlansWarnaco Flexible Benefits Plan
    
    
    22-1897478
    
    
    
    501
 Unfunded Pension Liability
  Withdrawal Liability




---



##### 



SCHEDULE 4.19
 MATERIAL REAL PROPERTY
 Address of Property
    
    Record OwnerMaterial Owned Real Property:None.Material Leased Real Property:The Warnaco Group, Inc.
     501 7th Avenue
     New York, NY 10018
     New York County
    
    501 Seventh Ave. Associates L.L.C
c/o Insigna/ESG Inc.
200 Park Ave.
New York, NY 10016
Leased by: The Warnaco Group, Inc.Distribution Facility
     (Former) Fleming Building
     RD # 4 Industrial Park
     Huntingdon, PA 16652
     Huntingdon County
    
    Huntingdon Storage & Distribution
5506 Sixth Ave. Com Rear
Altoona, PA 16602
Attention: John Radionoff/Lenorad Fiore
Leased by Warnaco Inc.Distribution Facility
     5305 Rivergrade Road
     Irwindale, CA 91076
     Los Angeles County
    
    Realty Associated Fund VIP
Realty Associated Fund V Irwindale
Distribution Center
PO Box 51921 Unit 1
Los Angeles, CA 90051-6210
Leased by Authentic Fitness Products Inc.
(N/K/A: Warnaco Swimwear Products Inc.)Office Facility
     470 Wheelers Farms Road
     Milford, CT 06040
     Hartford County
    
    Corporate Campus/Joint Venture
c/o Lend Lease Real Estate Investments Inc.
787 Seventh Ave.
New York, NY 10019
Leased by Warnaco Inc.




---



##### 



SCHEDULE 7.15
 POST CLOSING MATTERS
  1.
    
    On or prior to the tenth (10th) Business Day following the Closing Date,
delivery of the Blocked Account Letter with respect to the Deposit Accounts of the Borrower
as required by the Canadian Security Agreement of the Borrower, duly executed by the
Borrower and The Bank of Nova Scotia.
 2.
    
    On or prior to the thirtieth (30th) Business Day following the Closing Date:
 (a)
    
    new certificates to evidence the following pledged interests:
 Canadian LoanParty
    
    Stock Issuer
    
    Class of Stock
    
    Number of SharesWarnaco of Canada Company
    
    Linda Vista de Vera Cruz S.A. de C.V.
    
    Series B, Sub-series II
    
    225 Serie B, Sub-Serie II shares4278941 Canada Inc.
    
    WBR Industria e Comercio de Vestuario S.A.
    
    Common Stock
    
    196,0004278941 Canada Inc.
    
    WBR Industria e Comercio de Vestuario S.A.
    
    Preferred Stock
    
    4,000
 to be delivered in pledge to the Collateral Agent in accordance with each Canadian Loan
Partys Canadian Pledge Agreement; and(b)
    
    4278941 Canada Inc., concurrently with its delivery and pledge of the Stock
referred to above, shall execute and deliver a Canadian Pledge Agreement, and otherwise
comply with Section 3.1(a)(v)(B).
 3.
    
    On or prior to the fifth (5th) Business Day following the Closing Date,
evidence reasonably satisfactory to the Administrative Agent that all filings and recordings
of the deeds of hypothec of the Borrower and 4278941 Canada Inc. in the Province of Quebec,
shall have been made such that the Collateral Agent (for the benefit of the Secured Parties)
shall have a valid and perfected hypothec on, the Collateral having the priority described
in Section 4.20 of this Agreement and the Collateral Documents, including copies of Register
of Personal and Movable Real Rights (Québec) search reports as of a recent date listing all
effective financing and registration statements that name the Canadian Loan Parties as
aforesaid as grantor, together with copies of such financing statements or like
registrations, none of which shall cover the Collateral, except for those that shall be
terminated on the Closing Date or are otherwise permitted under this Agreement, and
favourable opinions of Robinson Sheppard Shapiro LLP, counsel to the Canadian Loan Parties
(and their respective local counsel in the Provinces of British Columbia, Ontario and Nova
Scotia) addressing such matters as are set out in Section 3.1(a)(viii) of this Agreement.




---



##### 



4.
    
    On or prior to the fifth (5th) Business Day following the resumption of
operations of the Alberta Personal Property Registry, evidence reasonably satisfactory to
the Administrative Agent that all filings and recordings of the Canadian Security Agreement
of the Borrower in the Province of Alberta shall have been made such that 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 copies of PPSA search reports as of a recent date
listing all effective financing and registration statements that name the Canadian Loan
Parties as aforesaid as grantor, together with copies of such financing statements or like
registrations, none of which shall cover the Collateral, except for those that shall be
terminated on the Closing Date or are otherwise permitted under this Agreement, and a
favourable opinion of local counsel to the Canadian Loan Parties in the Province of Alberta
addressing such matters as are set out in Section 3.1(a)(viii) of this Agreement.5.
    
    On or prior to the thirtieth (30th) Business Day following the Closing Date,
estoppel letters, in form and substance reasonably satisfactory to the Administrative Agent,
executed by the following Secured Parties in respect of the following security interests
registered under the Ontario PPSA, or evidence reasonably satisfactory to the Administrative
Agent of the discharge of such financing statements:
 Secured
    
    
    
    Collateral
    
    Reference File No. &Party(ies)
    
    Debtor(s)
    
    Classification
    
    Registration Number(s)1.
    
    Jaguar Credit
Canada Leasing, A
Div/ Canadian
Road Leasing Co
    
    Warnaco of
Canada Company
    
    Equipment, Other and 
Motor Vehicle Included 
No Fixed Maturity Date 
2008 Jaguar Vanden 
Plas
    
    642614445
20080208 1954 1531
7083
(3 years)2.
    
    CBSC Capital
    
    Warnaco of
Canada Company
    
    Equipment and Other 
No Fixed Maturity Date
    
    632484171
20070130 1938 1531
0376
(3 years)3.
    
    Stuart Budd &
Sons Ltd.
    
    Warnaco of
Canada Co
    
    Equipment, Other and 
Motor Vehicle Included 
Amount: $95,308
Date of Maturity: 
February 1, 2008
2005 Jaguar Vanden 
Plas
    
    610307172
20041103 1039 1616
0722
(4 years)




---



##### 



Secured
    
    
    
    Collateral
    
    Reference File No. &Party(ies)
    
    Debtor(s)
    
    Classification
    
    Registration Number(s)4.
    
    Xerox Canada Ltd.
    
    Warnaco of
Canada Company
    
    Equipment and Other
    
    602126694
20031230 1021 1715
3205
(5 years)5.
    
    PHH Vehicle
Management
Services Inc.
    
    Warnaco of 
Canada Limited 
Warnaco of 
Canada Company 
Compagnie 
Warnaco Du Canada 
Warnaco of 
Canada Company
/ Compagnie 
Warnaco Du 
Canada 
Compagnie 
Warnaco Du 
Canada / Warnaco of
Canada 
Company
    
    Equipment, Other and
Motor Vehicle Included
    
    082454544
19920924 2118 1513
2585
(17 years)
As amended by:    19960731 1929 15292742    19990806 1821 15317758    20010614 1814 15316865    20010619 1800 15312624    20030721 1055 15295434    20030819 1537 15302225    20040811 1934 15311642




---



##### 



CONFIDENTIAL TREATMENT
 SCHEDULE 8.1
 EXISTING INDEBTEDNESS
 Debt Balance (as ofDebtor
    
    Creditor
    
    August 19, 2008)
    
    Maturity
    
    Type of DebtWarnaco of Canada
Company
    
    SBI Holdings Ltd. &
Anahar Holdings
Ltd.
    
    ***
    
    12/31/06
    
    Capital LeaseCalvin Klein 
Jeanswear Europe
    
    Banca Nazionale del
Lavoro SpA
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
CreditCalvin Klein 
Jeanswear Europe
    
    Banca Populare di
Verona
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
CreditCalvin Klein 
Jeanswear Europe
    
    Banca Toscana
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
CreditCalvin Klein 
Jeanswear Europe
    
    Banca Cr Firenze
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
CreditCalvin Klein 
Jeanswear Europe
    
    Fortis Bank
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
CreditCalvin Klein 
Jeanswear Europe
    
    Intessa SanPaolo
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
CreditCalvin Klein 
Jeanswear Europe
    
    Unicredit Banca
dImpresa
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
CreditCalvin Klein 
Jeanswear Europe
    
    Monte Dei Paschi Di
Siena
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
CreditWBR Industria e
Comercio de
Vestuano S.A.
Brazil
    
    Banco do
Brasil-Giro; Banco
do Braso-Fat; Banco
Real ABN-Giro;
Banco
HSBC-Garantida
    
    ***
    
    Continuous, as
agreed by the
parties
    
    Local Revolving
Credit
  INTERCOMPANY DEBT
 Schedule 8.3




---



##### 



SCHEDULE 8.2
 EXISTING LIENS
 Part I: U.S. Liens
 Tax Liens/
    
    UCC FileEntity
    
    Jurisdiction
    
    Judgments
    
    Number
    
    Secured Party
    
    Type of CollateralDenim Holdings Inc., a subsidiary of Calvin Klein Jeanswear Inc.
    
    New York County, NY
    
    Supreme Court Case: 603702/99
    
    G8612815
    
    Union Transport Corp.
    
    $
    77,810.11
 Part II: Canadian Liens




---



##### 



SUMMARY OF SEARCH RESULTS
 Client Name:
    
    Warnaco of Canada CompanyMatter Name:
    
    Refinancing of US and Canadian facilitiesFile Number:
    
    084167
 COMPAGNIE WARNACO DU CANADA
 PERSONAL PROPERTY SECURITY ACT
 Party Searched:
    
    Compagnie Warnaco du CanadaJurisdiction Searched:
    
    Province of OntarioOffice Searched:
    
    Ministry of Government Services, Companies and Personal Property Security BranchStatute Searched:
    
    Personal Property Security Act (Ontario)File Currency:
    
    August 10, 2008
  INITIAL
    
    AMENDMENT
    
    REGN
    
    COLLATERAL
    
    GENERAL COLLATERALSECURED PARTY
    
    REFERENCE
    
    REGISTRATION
    
    REGISTRATION
    
    PERIOD
    
    CLASSIFICATIONS
    
    DESCRIPTION /DEBTOR NAME
    
    NAME
    
    FILE NO.
    
    NO.
    
    NO.
    
    (in years)
    
    CG
    
    I
    
    E
    
    A
    
    O
    
    MV
    
    ADDITIONAL NOTESWARNACO OF CANADA LIMITED
    
    PHH CANADA INC.
    
    
    082454544
    
    
    19920924 2118
1513 2585
    
    19960731 1929
1529 2742
    
    
    4
    
    
    
    
    
    
    X
    
    
    
    X
    
    XB-RENEWAL
(3 YEARS)19990806 1821
1531 7758B-RENEWAL
(5 YEARS)




---



##### 



INITIAL
    
    AMENDMENT
    
    REGN
    
    COLLATERAL
    
    GENERAL COLLATERALSECURED PARTY
    
    REFERENCE
    
    REGISTRATION
    
    REGISTRATION
    
    PERIOD
    
    CLASSIFICATIONS
    
    DESCRIPTION /DEBTOR NAME
    
    NAME
    
    FILE NO.
    
    NO.
    
    NO.
    
    (in years)
    
    CG
    
    I
    
    E
    
    A
    
    O
    
    MV
    
    ADDITIONAL NOTES20010614 1814 1531 6865
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1999 OLDSMOBILE INTRIGUE VIN: 1G3WX52K1XF301921A-AMENDMENT (ADDING
COLLATERAL DESCRIPTION TO
REGISTRATION)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ALL PRESENT
AND FUTURE MOTOR VEHICLES AND
AUTOMOTIVE EQUIPMENT AND
MATERIALS-HANDLING EQUIPMENT
LEASED FROM TIME TO TIME BY
THE SECURED PARTY TO THE
DEBTOR, TOGETHER WITH ALL
PRESENT AND FUTURE
ATTACHMENTS, ACCESSIONS,
APPURTENANCES, ACCESSORIES
AND REPLACEMENT PARTS, AND
ALL PROCEEDS OF OR RELATING
TO ANY OF THE FOREGOING.20010619 1800 1531 2624
A-AMENDMENT (TO INCLUDE
ADDITIONAL DEBTORS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ADDITIONAL DEBTORS INCLUDE:
WARNACO OF CANADA COMPANY;
COMPAGNIE WARNACO DU CANADA/;
WARNACO COMPANY OF CANADA,
COMPANY/COMPAGNIE WARNACO DU
CANADA,; AND COMPAGNIE WARNACO
DU CANADA/WARNACO OF CANADA
COMPANY20030721 1055 1529 5434
A-AMENDMENT (AMEND SECURED
PARTY)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SECURED PARTY AMENDED TO PHH
VEHICLE MANAGEMENT SERVICES
INC. 2233 ARGENTIA RD., SUITE
400, MISSISSAUGA, ON L5N 2X7
  2




---



##### 



INITIAL
    
    AMENDMENT
    
    REGN
    
    COLLATERAL
    
    GENERAL COLLATERALSECURED PARTY
    
    REFERENCE
    
    REGISTRATION
    
    REGISTRATION
    
    PERIOD
    
    CLASSIFICATIONS
    
    DESCRIPTION /DEBTOR NAME
    
    NAME
    
    FILE NO.
    
    NO.
    
    NO.
    
    (in years)
    
    CG
    
    I
    
    E
    
    A
    
    O
    
    MV
    
    ADDITIONAL NOTES20030819 1537 1530 2225 F-PART DISCHARGE
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1999 OLDSMOBILE INTRIGUE VIN: 1G3WX53KIXF30192120040811 1934 1531 1642B-RENEWAL (5 YEARS)
  3




---



##### 



WARNACO OF CANADA COMPANY
 PERSONAL PROPERTY SECURITY ACT
 Party Searched:
    
    Warnaco of Canada CompanyJurisdiction Searched:
    
    Province of OntarioOffice Searched:
    
    Ministry of Government Services, Companies and Personal Property Security BranchStatute Searched:
    
    Personal Property Security Act(Ontario)File Currency:
    
    August 10, 2008
  INITIAL
    
    AMENDMENT
    
    REGN
    
    COLLATERAL
    
    GENERAL COLLATERALSECURED PARTY
    
    REFERENCE
    
    REGISTRATION
    
    REGISTRATION
    
    PERIOD
    
    CLASSIFICATIONS
    
    DESCRIPTION /DEBTOR NAME
    
    NAME
    
    FILE NO.
    
    NO.
    
    NO.
    
    (in years)
    
    CG
    
    I
    
    E
    
    A
    
    O
    
    MV
    
    ADDITIONAL NOTESWARNACO OF CANADA 
COMPANY
    
    JAGUAR CREDIT CANADA
LEASING, A
    
    
    642614445
    
    
    20080208 1954 1531 7083
    
    
    
    
    3
    
    
    
    
    
    
    X
    
    
    
    X
    
    X
    
    2008 JAGUAR VANDEN
PLAS VIN: SAJXA82B78SH21378DIV/CANADIAN ROAD
LEASING COCBSC CAPITAL
    
    
    632484171
    
    
    20070130 1938 1531 0376
    
    
    
    
    3
    
    
    
    
    
    
    X
    
    
    
    XBANK OF AMERICA,
N.A.
    
    
    613611342
    
    
    20050324 1214 1862 5725
    
    
    
    
    10
    
    
    
    
    X
    
    X
    
    X
    
    X
    
    XBANK OF AMERICA,
    
    
    613611351
    
    
    20050324 1214 1862 5726
    
    
    
    
    10
    
    
    
    
    X
    
    X
    
    X
    
    X
    
    XNATIONAL ASSOCIATIONSTUART BUDD & SONS LTD
    
    
    610307172
    
    
    20041103 1039 1616 0722
    
    
    
    
    4
    
    
    
    
    
    
    X
    
    
    
    X
    
    X
    
    2005 JAGUAR VANDEN
PLAS VIN: SAJXA82C25SG36310XEROX CANADA
LTD
    
    
    602126694
    
    
    20031230 1021 1715 3205
    
    
    
    
    5
    
    
    
    
    
    
    X
    
    
    
    X
  4




---



##### 



INITIAL
    
    AMENDMENT
    
    REGN
    
    COLLATERAL
    
    GENERAL COLLATERALSECURED PARTY
    
    REFERENCE
    
    REGISTRATION
    
    REGISTRATION
    
    PERIOD
    
    CLASSIFICATIONS
    
    DESCRIPTION /DEBTOR NAME
    
    NAME
    
    FILE NO.
    
    NO.
    
    NO.
    
    (in years)
    
    CG
    
    I
    
    E
    
    A
    
    O
    
    MV
    
    ADDITIONAL NOTESPHH CANADA INC.
    
    
    082454544
    
    
    19920924 2118 1513 2585
    
    19960731 1929 1529 2742
    
    
    4
    
    
    
    
    
    
    X
    
    
    
    X
    
    XB-RENEWAL (3 YEARS)19990806 1821 1531 7758B-RENEWAL (5 YEARS)20010614 1814 1531 6865
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1999 OLDSMOBILE INTRIGUE VIN: 1G3WX52K1XF301921A-AMENDMENT (ADDING
COLLATERAL DESCRIPTION
TO REGISTRATION)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ALL PRESENT AND
FUTURE MOTOR
VEHICLES AND
AUTOMOTIVE
EQUIPMENT AND
MATERIALS-HANDLING
EQUIPMENT LEASED
FROM TIME TO TIME
BY THE SECURED
PARTY TO THE
DEBTOR, TOGETHER
WITH ALL PRESENT
AND FUTURE
ATTACHMENTS,
ACCESSIONS,
APPURTENANCES,
ACCESSORIES AND
REPLACEMENT PARTS,
AND ALL PROCEEDS OF
OR RELATING TO ANY
OF THE FOREGOING.20010619 1800 1531 2624A-AMENDMENT (TO
INCLUDE ADDITIONAL
DEBTORS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ADDITIONAL DEBTORS
INCLUDE: WARNACO
OF CANADA COMPANY;
COMPAGNIE WARNACO
DU CANADA/; WARNACO
COMPANY OF CANADA,
COMPANY/COMPAGNIE
WARNACO DU CANADA,;
AND COMPAGNIE
WARNACO DU
CANADA/WARNACO OF
CANADA COMPANY
  5




---



##### 



INITIAL
    
    AMENDMENT
    
    REGN
    
    COLLATERAL
    
    GENERAL COLLATERALSECURED PARTY
    
    REFERENCE
    
    REGISTRATION
    
    REGISTRATION
    
    PERIOD
    
    CLASSIFICATIONS
    
    DESCRIPTION /DEBTOR NAME
    
    NAME
    
    FILE NO.
    
    NO.
    
    NO.
    
    (in years)
    
    CG
    
    I
    
    E
    
    A
    
    O
    
    MV
    
    ADDITIONAL NOTES20030721 1055 1529 5434 A-AMENDMENT (AMEND SECURED PARTY)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SECURED PARTY AMENDED TO PHH
VEHICLEMANAGEMENT SERVICES
INC. 2233 ARGENTIA RD., SUITE
400, MISSISSAUGA, ON L5N 2X720030819 15371530 2225F-PART DISCHARGE
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1999 OLDSMOBILE INTRIGUE VIN: 1G3WX53K1XF30192120040811 19341531 1642B-RENEWAL (5 YEARS)
  6




---



##### 



WARNACO DU CANADA LIMITED
 PERSONAL PROPERTY SECURITY ACT
 Party Searched:
    
    Warnaco du Canada limitedJurisdiction Searched:
    
    Province of OntarioOffice Searched:
    
    Ministry of Government Services, Companies and Personal Property Security BranchStatute Searched:
    
    Personal Property Security Act(Ontario)File Currency:
    
    August 10, 2008
  INITIAL
    
    AMENDMENT
    
    REGN
    
    COLLATERAL
    
    GENERAL COLLATERALSECURED PARTY
    
    REFERENCE
    
    REGISTRATION
    
    REGISTRATION
    
    PERIOD
    
    CLASSIFICATIONS
    
    DESCRIPTION /DEBTOR NAME
    
    NAME
    
    FILE NO.
    
    NO.
    
    NO.
    
    (in years)
    
    CG
    
    I
    
    E
    
    A
    
    O
    
    MV
    
    ADDITIONAL NOTESWARNACO OF CANADA 
LIMITED
    
    PHH CANADA INC.
    
    
    082454544
    
    
    19920924 2118
1513 2585
    
    19960731 1929
1529 2742
    
    
    4
    
    
    
    
    
    
    X
    
    
    
    X
    
    XB-RENEWAL (3 YEARS)19990806 1821
1531 7758B-RENEWAL (5 YEARS)20010614 1814
1531 6865
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1999 OLDSMOBILE
INTRIGUE VIN:
1G3WX52K1XF301921A-AMENDMENT (ADDING
COLLATERAL
DESCRIPTION TO
REGISTRATION)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ALL PRESENT AND
FUTURE MOTOR
VEHICLES AND
AUTOMOTIVE
EQUIPMENT AND
MATERIALS-HANDLING
EQUIPMENT LEASED
FROM TIME TO TIME
BY THE SECURED
PARTY TO THE
DEBTOR, TOGETHER
WITH ALL PRESENT
AND FUTURE
ATTACHMENTS,
ACCESSIONS,
APPURTENANCES,
ACCESSORIES AND
REPLACEMENT PARTS,
AND ALL PROCEEDS OF
OR RELATING TO ANY
OF THE FOREGOING.
  7




---



##### 



INITIAL
    
    AMENDMENT
    
    REGN
    
    COLLATERAL
    
    GENERAL COLLATERALSECURED PARTY
    
    REFERENCE
    
    REGISTRATION
    
    REGISTRATION
    
    PERIOD
    
    CLASSIFICATIONS
    
    DESCRIPTION /DEBTOR NAME
    
    NAME
    
    FILE NO.
    
    NO.
    
    NO.
    
    (in years)
    
    CG
    
    I
    
    E
    
    A
    
    O
    
    MV
    
    ADDITIONAL NOTES20010619 1800
1531 2624
A-AMENDMENT (TO INCLUDE
ADDITIONAL DEBTORS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ADDITIONAL DEBTORS INCLUDE:
WARNACO OF CANADA COMPANY;
COMPAGNIE WARNACO DU CANADA/;
WARNACO COMPANY OF CANADA,
COMPANY/COMPAGNIE WARNACO DU
CANADA,; AND COMPAGNIE
WARNACO DU CANADA/WARNACO OF
CANADA COMPANY20030721 1055 1529 5434
A-AMENDMENT (AMEND SECURED
PARTY)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SECURED PARTY AMENDED TO PHH
VEHICLE MANAGEMENT SERVICES
INC. 2233 ARGENTIA RD, SUITE
400, MISSISSAUGA, ON L5N 2X720030819 1537 1530 2225
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1999 OLDSMOBILE INTRIGUE VIN:F-PART DISCHARGE
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1G3WX53K1XF30192120040811 1934 1531 1642B-RENEWAL (5 YEARS)
  8




---



##### 



Robinson Sheppard Shapiro    
 SEARCH REPORT
Register of Personal and Movable Real Rights (Quebec) (RPMRR)
 Name(s) searched:Current name(s)
    
         Warnaco of Canada CompanyPrevious name(s) (as per Sharon
    
         Compagnie Warnaco du CanadaDrukers request)
    
         Warnaco du Canada Limitee     3024368 Nova Scotia Company     Authentic Fitness of Canada Inc.     Condition Physique Authentique du Canada Inc.Trade name(s)
    
         Nil.
 Date of search:
    
    August 5, 2008Date and time of certification of the RPMRR:
    
    August 5, 2008 at 1:10 p.m.
 AmountNature of Rights &
    
    
    
    (Cdn $) &
    
    Collateral AffectedRegistration Details
    
    Parties
    
    Interest Rate
    
    (summary only)1.
    
    Rights resulting from a lease
# 06-0194340-0017
Date: April 12, 2006 at 2:52 p.m.
Expiry: April 5, 2012
    
    Lessor:
Xerox Canada Ltd.Lessee:
Warnaco of Canada Company Inc. (sic)
    
    n/a
    
    Equipment, other
All present and future office equipment
and software supplied or financed from
time to time by the secured party
(whether by lease, conditional sale or
otherwise), whether or not manufactured
by the secured party or any affiliate
thereof.
 IMPORTANT DISCLAIMERS:
 A) llp.
 B)
  Page 1 of 6




---



##### 



AmountNature of Rights &
    
    
    
    (Cdn $) &
    
    Collateral AffectedRegistration Details
    
    Parties
    
    Interest Rate
    
    (summary only)Ancillary Registrations & Comments:     Nil.2.
    
    Rights resulting from a lease
# 06-0194340-0007
Date: April 12, 2006 at 2:52 p.m.
Expiry: April 3, 2012
    
    Lessor:
Xerox Canada Ltd.Lessee:
Warnaco of Canada Company Inc.
(sic)
    
    n/a
    
    Equipment, other
All present and future office
equipment and software supplied or
financed from time to time by the
secured party (whether by lease,
conditional sale or otherwise), whether
or not manufactured by the secured
party or any affiliate thereof.Ancillary Registrations&Comments:     Nil.3.
    
    Rights resulting from a lease and
    
    Lessor:
    
    n/a
    
    Dodge Grand Caravan SXT, 2006assignment thereof#06-0118596-0062
Date: March 9, 2006 at 2:57 p.m.
Expiry: May 16, 2009
    
    Des Sources Dodge Chrysler Ltee
Assignee:
Services Financiers
DaimlerChrysler Canada Inc.,
acting under its business
name: Services Financiers
ChryslerLessee:
Warnaco of Canada Company
    
    
    
    S.N.: 2D4GP44L76R653741Ancillary Registrations & Comments:     The assignment grants all rights;     By an assignment of rights in Leases registered on April 27, 2007 under number
07-0226452-0001, DaimlerChrysler Financial Services Canada Inc., Services Financiers
DaimlerChrysler Canada Inc. and DaimlerChrysler Canada Inc. assigned to Computershare
Trust Company of Canada (sic)acting as Trustee for King Street Funding Trust, all right,
title and interest of DCCI and DCFSC in the Designated Eligible Leases, as more fully
described in the registration (this registration was modified by a rectification of an
inscription dated June 21, 2007 under number 07-0357060-0001);     By an assignment of the universality of claims and rights registered on May
12, 2008 under number 08-0269491-0001, King Street Funding Trust assigned to
Computershare Trust Company of Canada, acting as Trustee for DaimlerChrysler
Financial Services Canada Inc., Chrysler Canada Inc. and Services Financiers
DaimlerChrysler Canada Inc., all of the remaining rights of King Street Funding Trust
in and to a) the universality of claims and b) the rights resulting from the leases
registered at the RPMRR listed in the registration (as more fully described in the
registration);     By an assignment of rights registered on May 12, 2008 under number 08-0269497-0001,
Chrysler Canada Inc. and DaimlerChrysler Financial Services Canada Inc. assigned to
Chrysler Lease Receivables Partnership, all of the right, title and interest of each
Assignor in and to all Québec Leases (other than Excluded Québec Leases) and all Related
Lease Rights and the rights of the Assignors under the rights resulting from the leases
registered at the RPMRR listed in the registration (this registration was modified by a
rectification of an inscription dated May 30, 2008 under number 08-0315817-0001);
  Page 2 of 6




---



##### 



AmountNature of Rights &
    
    
    
    (Cdn $) &
    
    Collateral AffectedRegistration Details
    
    Parties
    
    Interest Rate
    
    (summary only)     By an assignment of rights registered on May 12, 2008 under number 08-0269500-0001, Chrysler Lease Receivables
Partnership assigned to Computershare Trust Company of Canada, acting as Trustee for Chrysler Lease Trust, all
right, title and interest of the Partnership in an to all Designated Eligible Leases, including the Related lease
Rights and the rights of the Partnership under the rights resulting from the leases registered at the RPMRR
listed in the registration (this registration was modified by a rectification of an inscription dated May 30,
2008 under number 08-0315817-0004).4.
    
    Conventional
hypothec without delivery
# 05-0176608-0003
Date: April 1, 2005 at 9:00 a.m.
Expiry: April 1, 2015
    
    Holder:
Bank of America,
National Association
Grantor:
Warnaco of Canada Company
Warnaco of Canada
Company, acting under
its business name:
Warnaco du Canada
    
    $25,000,000

25% per annum
    
    The universality of
all of the
Grantors movable
property, present
and future,
corporeal and
incorporeal, of
whatever nature
and kind and
wheresoever situated (hereinafter collectively called
the Collateral), including, without limitation, all
tools and equipment pertaining to the enterprises of the
Grantor, all claims and customer accounts, all
securities, all patents, trademarks and other intellectual
property rights and all corporeal movables
included in the assets of any of the Grantors
enterprises kept for sale, lease or processing in the
manufacture or transformation of property intended
for sale, for lease or for use in providing a service.Ancillary Registrations & Comments:     Nil.5.
    
    Conventional hypothec without delivery
# 05-0176608-0002
Date: April 1, 2005 at 9:00 a.m.
Expiry: April 1, 2015
    
    Holder:
Bank of America,
National Association
Grantor:
Warnaco of Canada Company
Warnaco of Canada
Company, acting under
its business name:
Warnaco du Canada
    
    $25,000,000
25% per annum
    
    The universality of
all of the
Grantors movable
property, present and
future,
corporeal and
incorporeal, of
whatever nature
and kind and wheresoever situated (hereinafter
collectively called the Collateral), including, without
limitation, all tools and equipment pertaining to the
enterprises of the Grantor, all claims and customer
accounts, all securities, all patents, trademarks and
other intellectual property rights and all
corporeal movables included in the assets of any of
the Grantors enterprises kept for sale, lease or
processing in the manufacture or transformation of
  Page 3 of 6




---



##### 



AmountNature of Rights &
    
    
    
    (Cdn $) &
    
    Collateral AffectedRegistration Details
    
    Parties
    

Interest Rate
    
    (summary only)property intended for sale, for lease or for use in providing a service.Ancillary Registrations & Comments:    Nil.6.
    
    Rights resulting from a lease # 04-0526417-0011 Date: September 9, 2004
at 2:58 p.m. Expiry: September 8, 2010
    
    Lessor:
Xerox Canada Ltd Lessee:Warnaco of Canada Company
    
    n/a
    
    Equipment, other
All present and future office equipment and software
supplied or financed from time to time by the secured party
(wheather (sic) by lease, conditional sale or otherwise),
whether or not manufactured by the secured party or any affiliate
thereof.Ancillary Registrations & Comments:    Nil.7.
    
    Rights of ownership of the Lessor under a leasing contract or crédit-bail
# 03-0632560-0001 Date: November 26, 2003 at 10:18 a.m. Expiry: October
30, 2008
    
    Lessor (crédit-bailleur):Équipements G.N. Johnston
Ltée Lessee (crédit-preneur):Warnaco du Canada
(sic)
    
    n/a
    
    Chariots Raymond Model: EASI-OPC30TT 
S.N.: EASI-03-AL33171, EASI-03-AL33172,
EASI-03-AL33173,
EASI-03-AL33174
Batteries Oldham model: 12-125-13 S.N.: D28333, D28334, D28335, D28336Ancillary Registrations & Comments:    Nil.8.
    
    Change of name # 01-0301961-0003 Date: August 21, 2001 at 1:49 p.m.
Expiry: n/a
    
    Old name:Warnaco of Canada Limited Warnaco du
Canada LimitéeNew name:
    
    n/a
    
    n/aWarnaco of Canada Company / Compagnie 
Warnaco du Canada 
Warnaco of Canada Company Compagnie Warnaco du Canada
 Ancillary Registrations & Comments:
 
    
    This change of name affects a Rights
of ownership of the Lessor under a leasing contract or crédit-bail(refer to
#9 for references).
  Page 4 of 6




---



##### 



AmountNature of Rights &
    
    
    
    (Cdn $) &
    
    Collateral AffectedRegistration Details
    
    Parties
    
    Interest Rate
    
    (summary only)9.
    
    Rights of ownership of the Lessor under a leasing contract or crédit-bail
(Global registration (art. 2961.1 C.c.Q.)) 
# 00-0207115-0008 Date: July
25, 2000 at 9:00 a.m. Expiry: July 24, 2010
    
    Lessor (crédit-bailleur):
PHH Vehicle Management Services Inc. Lessee (crédit-preneur):
Warnaco of Canada Limited 
Warnaco du Canada Limitee
    
    n/a
    
    All present and
future motor
vehicles
(including, without
limitation,
passenger
automobiles,
trucks, truck
tractors, truck
trailers, truck
chassis, or truck
bodies), automotive
equipment
(including, without
limitation,
trailers, boxes and
refrigeration
units), and
materials-handling
equipment leased
from time to time
by the Lessor to
the Lessee,
together with all
present and
future
attachments,
accessions,
appurtenances,
accessories and
replacement parts,
and all proceeds
of or relating to
any of the
foregoing.
 Ancillary Registrations & Comments:
 
    
    By an assignment of rights registered on September 14, 2000 under number 00-0274576-0001, PHH Vehicle Management Services Inc. and PHH
Services de Gestion de Vehicules Inc. assigned to TD Trust Company, acting as Trustee for
Leaf Trust, all of the Assignors rights which have been
registered at the RPMRR and listed in the registration;
    
    By an assignment of rights registered on September 14, 2000 under number 00-0274576-0002, PHH Vehicle Management Services Inc. and PHH
Services de Gestion de Vehicules Inc. assigned to TD Trust Company, acting as Trustee for
Leaf Trust, all of the Assignors rights which have been
registered at the RPMRR and listed in the registration;
    
    By an assignment of rights registered on September 14, 2000 under number 00-0274576-0003, PHH Vehicle Management Services Inc. and PHH
Services de Gestion de Vehicules Inc. assigned to TD Trust Company, acting as Trustee for
Leaf Trust, all of the Assignors rights which have been
registered at the RPMRR and listed in the registration;
    
    By an assignment of rights registered on September 14, 2000 under number 00-0274576-0004, PHH Vehicle Management Services Inc. and PHH
Services de Gestion de Vehicules Inc. assigned to TD Trust Company, acting as Trustee for
Leaf Trust, all of the Assignors rights which have been
registered at the RPMRR and listed in the registration;
    
    Change of name (refer to #8 for references);
    
    By a modification a of published right registered on September 5, 2003 under number 03-0465017-0009, the address of PHH Vehicle Management
Services Inc. was changed.
  Page 5 of 6




---



##### 



Name(s) searched:Current name(s)
    
       4278941 Canada Inc.Previous name(s) (as disclosed per corporate search)
    
       Nil.Trade name(s)
    
       Nil.Date of search:
    
    August 5, 2008Date and time of certification of the RPMRR:
    
    August 5, 2008 at 1:10 p.m.
 Amount(Cdn $) &Nature of Rights &
    
    
    
    Interest
    
    Collateral AffectedRegistration Details
    
    Parties
    
    Rate
    
    (summary only)1.
    
    ClearAncillary Registrations & Comments:   Nil.
  Page 6 of 6




---



##### 



SCHEDULE A
Searches and Inquiries
  
    
    Compagnie Warnaco du Canada
    
    Warnaco of Canada Limited
    
    Warnaco du Canada Limitée
    
    3024368 Nova Scotia Company
    
    Authentic Fitness of Canada Inc.
    
    Condition Physique Authentique du Canada Inc.
    
    171173 Canada Inc.
    
    4278941 Canada Inc.
  Corporate
  Personal Property Security Act (includes any outstanding executions)
  PPSA Registration No. 9369578
 Note  This registration was discharged by discharge statement no. 14337869 entered 2008-08-25 but
remains searchable for a period of thirty days from the date of discharge.
 PPSA Registration No. 9369630
 Note  This registration was discharged by discharge statement no. 14338024 entered 2008-08-25 but
remains searchable for a period of thirty days from the date of discharge.




---



##### 



PPSA Registration No. 14333355
 Bank Act (Canada)
 Bank Act
 Bankruptcy and Insolvency Act (Canada)
 Bankruptcy and
Insolvency Act
  -2-




---



##### 



CONFIDENTIAL TREATMENT
 SCHEDULE 8.3
 EXISTING INVESTMENTS
 STOCK
  NOTES RECEIVABLE
 Commencement
    
    Remaining
    
    Status (as of EOMCustomer
    
    Original Amount
    
    Date
    
    Balance
    
    12/2007)***
    
    ***
    
    May-03
    
    ***
    
    In Collections***
    
    ***
    
    Dec-03
    
    ***
    
    In Collections***
    
    ***
    
    Dec-03
    
    ***
    
    Current
 INTERCOMPANY DEBT
 Creditor
    
    Debtor
    
    Amount (USD)Warnaco B.V.
    
    Eratex GmbH
    
    ***Eratex GmbH
    
    Warnaco B.V.
    
    ***Lintex-Warnaco S.a.r.l.
    
    Warnaco B.V.
    
    ***Lintex-Warnaco S.a.r.l.
    
    Warnaco B.V.
    
    ***Lenitex-Warnaco
Handelsgesellschaft
    
    Warnaco B.V.
    
    ***Warnaco B.V.
    
    Aiglon
    
    ***Warnaco Netherlands B.V.
    
    Eratex GmbH
    
    ***Mullion International Limited
    
    Warnaco B.V.
    
    ***WF Overseas Fashion C.V.
    
    Warnaco B.V.
    
    ***WF Overseas Fashion C.V.
    
    (Warnaco B.V.
    
    ***Warnaco B.V.
    
    Warnaco Poland Sp.zo.o
    
    ***Warnaco Inc.
    
    CKJ UK Ltd.
    
    ***Warnaco B.V.
    
    Warnaco Germany GmbH
    
    ***Warnaco Inc.
    
    CK Jeanswear Asia Ltd.
    
    ***Warnaco B.V.
    
    Warners (United Kingdom)
Limited
    
    ***Warnaco (H.K.), Ltd.
    
    Warnaco Taiwan Co. Ltd.
    
    ***WF Overseas Fashion C.V.
    
    Warnaco France S.A.R.L.
    
    ***WF Overseas Fashion C.V.
    
    CK Jeanswear Europe S.r.l.
    
    ***WF Overseas Fashion C.V.
    
    CKJ UK Ltd.
    
    ***WF Overseas Fashion C.V.
    
    CK Jeanswear Australia Pty
Limited
    
    ***Euro Retail S.r.l.
    
    WF Overseas Fashion C.V.
    
    ***Warnaco of Canada Company
    
    WF Overseas Fashion C.V.
    
    ***Mullion International Limited
    
    WF Overseas Fashion C.V.
    
    ***Designer Holdings Ltd.
    
    Calvin Klein Jeanswear Company
    
    ***Warnaco Inc.
    
    Ocean Pacific Apparel Corp.
    
    ***




---



##### 



SCHEDULE 8.4
 ASSET SALES




---



##### 



EXHIBIT A
TO
CREDIT AGREEMENT
 FORM OF ASSIGNMENT AND ACCEPTANCE
 Assignor Assignee
 Credit Agreement Borrower Administrative Agent Facility
Agents
  1.
    
    As of the Effective Date (as defined below), the Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the
Assignors rights and obligations under the Credit Agreement to the extent related to the
amounts and percentages specified on Section 1of Schedule Ihereto.
 2.
    
    The Assignor (a) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any
adverse claim, (b) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document or any other instrument or document furnished
pursuant thereto or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant thereto and (c) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any Warnaco Entity or
the performance or observance by any Loan Party of any of its obligations under the Credit
Agreement or any other Loan Document or any other instrument or document furnished pursuant
thereto.




---



##### 



3.
    
    The Assignee (a) agrees that it will, independently and without reliance upon the Facility
Agents, the Assignor 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 the Credit Agreement, (b) appoints and authorizes each Facility Agent to
take such action as agent on its behalf and to exercise such powers under the Credit Agreement
and the other Loan Documents as are delegated to each such Facility Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, and confirms that, in
accordance with Section 10.1(a)(iii) for purposes of creating a solidarité activein
accordance with Article 1541 of the Civil Code of Quebec, it has been conferred the status of
solidary creditor with each Facility Agent and each other Lender, Issuer and Secured Party,
(c) agrees that it will perform in accordance with their terms all of the obligations that, by
the terms of the Credit Agreement, are required to be performed by it as a Lender, (d)
represents and warrants that it is an Eligible Assignee, (e) confirms it has received such
documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance, and (f) specifies as its Domestic
Lending Office (and address for notices) the office set forth beneath its name on the
signature pages hereof.
 4.
    
    Following the execution of this Assignment and Acceptance by the Assignor and the Assignee,
it will be delivered to the Administrative Agent (together with an assignment fee in the
amount of U.S.$3,500 payable by the Assignee to the Administrative Agent pursuant to Section
11.2(b)(Assignments and Participations)) for acceptance and recording in the Register by the
Administrative Agent. The effective date of this Assignment and Acceptance shall be the
effective date specified in Section 2of Schedule Ihereto (the Effective Date).
 5.
    
    Upon such acceptance and recording in the Register by the Administrative Agent, then, as of
the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and obligations under the
Credit Agreement of a Lender and, if such Lender were an Issuer, of such Issuer and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights (except those surviving 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 the Effective Date.
 6.
    
    Upon such acceptance and recording in the Register by the Administrative Agent, from and
after the Effective Date, the Administrative Agent shall make all payments under the Loan
Documents in respect of the interest assigned hereby (a) to the Assignee, in the case of
amounts accrued with respect to any period on or after the Effective Date, and (b) to the
Assignor, in the case of amounts accrued with respect to any period prior to the Effective
Date.
 7.
    
    This Assignment and Acceptance shall be governed by, and be construed and interpreted in
accordance with, the internal law of the Province of Ontario.




---



##### 



8.
    
    This Assignment and Acceptance may be executed in any number of counterparts and by different
parties on separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of this Assignment and Acceptance by telecopier or
electronic transmission (in pdf format) shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance.




---



##### 



[NAME OF ASSIGNOR], as AssignorBy:Name:Title:[NAME OF ASSIGNEE], as AssigneeBy:Name:Title:




---



##### 



as Administrative Agent
 By:Name:Title:1[CONSENTED TO:WARNACO OF CANADA COMPANYBy:Name:Title:]
 
 1
    
    If consent is required under Credit Agreement




---



##### 



SECTION 1.Ratable Portion assigned to Assignee:
    
    
    
    %Revolving Credit Commitment assigned to Assignee:
    
    $Aggregate Outstanding Principal Amount of Revolving
Loans Assigned to Assignee:
    
    $SECTION 2.Effective Date:
    
    
    __, 20__




---



##### 



EXHIBIT B
TO
CREDIT AGREEMENT
 FORM OF NOTICE OF BORROWING
 
 
 
 Warnaco of Canada Company (the Borrower)
 Credit Agreement Administrative Agent
 Section 2.2 Borrowing
Procedures Proposed Borrowing Section 2.2 Borrowing Procedures
 (a)
    
    The date of the Proposed Borrowing is 
 _____, 20__ 
(the
Funding Date).
 (b)
    
    The aggregate amount of the Proposed Borrowing is $,
of which amount [$ consists of Prime Rate Loans] [and $
consists of BA Rate Loans having an initial Interest Period of [one] [two]
[three] [six] month[s]].
 (c)
    
    The Available Canadian Credit (after giving effect to the
Proposed Borrowing) is $.




---



##### 



(a)
    
    the representations and warranties set forth in Article IV
(Representationsand Warranties) of the Credit Agreement and in the other Loan
Documents are true and correct [in all material respects]2 on and as
of the Funding Date with the same effect as though made on and as of such date,
except to the extent any such representation or warranty expressly relates to
an earlier date, in which case such representation or warranty shall have been
true and correct as of such earlier date; and
 (b)
    
    no Default or Event of Default has occurred and is continuing
on the Funding Date.
 3
 WARNACO OF CANADA COPMANYBy:Name:Title:
 
 2
    
    Insert for any Proposed Borrowing after the Closing Date.3
    
    Insert only for Proposed Borrowing on the Closing Date.




---



##### 



4
  
 4
    
    Insert only for Proposed Borrowing on the Closing Date.




---



##### 



EXHIBIT C
TO
CREDIT AGREEMENT
 FORM OF SWING LOAN REQUEST
 
 
 
 Warnaco of Canada Company (the Borrower)
 Credit Agreement Administrative Agent
 Section 2. 3(b) Swing Loans Proposed Swing Loan Section 2. 3(b) Swing Loans
 (c)
    
    The date of the Proposed Swing Loan is 
 _____, 20____ 
(the
Funding Date).
 (d)
    
    The amount of the Proposed Swing Loan is $.
 (e)
    
    The Available Canadian Credit (after giving effect to the
Proposed Swing Loan) is $.




---



##### 



(a)
    
    the representations and warranties set forth in Article IV
(Representationsand Warranties) of the Credit Agreement and in the other Loan
Documents are true and correct [in all material respects]5 on and as
of the Funding Date with the same effect as though made on and as of such date,
except to the extent any such representation or warranty expressly relates to
an earlier date, in which case such representation or warranty shall have been
true and correct as of such earlier date; and
 (b)
    
    no Default or Event of Default has occurred and is continuing
on the Funding Date.
 6
 WARNACO OF CANADA COMPANYBy:Name:Title:
 
 5
    
    Insert for any Proposed Borrowing after the Closing
Date.6
    
    Insert only for Proposed Borrowing on the Closing Date.




---



##### 



7
  
 7
    
    Insert only for Proposed Borrowing on the Closing Date.




---



##### 



EXHIBIT D
TO
CREDIT AGREEMENT
 FORM OF LETTER OF CREDIT REQUEST
 
 
 
 Warnaco of Canada Company (the Borrower)
 Credit Agreement Administrative Agent
 Section 2.4(c Letters of
Credit     Issue Date
  clauses (d) (e)




---



##### 



Article IV (Representations and
Warranties) 8
  WARNACO OF CANADA COMPANYBy:Name:Title:
 
 8
    
    Insert for any Proposed Issuance after the Closing
Date.




---



##### 



EXHIBIT E
TO
CREDIT AGREEMENT
 FORM OF BORROWING BASE CERTIFICATE




---



##### 



Warnaco of Canada Company
An Indirect Wholly-Owned Subsidiary of Warnaco Inc.
Borrowing Base
August 22, 2008
In thousands of $s
 Canadian Dollars
 Gross Accounts Receivable
    
    
    
    $
    24,747Ineligible A/R:Over 60 Days
    
    
    
    
    1,597Aged Credits
    
    
    
    
    184Cross-Aged
    
    
    
    
    41Dr Memo / Chargebacks
    
    
    
    
    700Samples Invoiced
    
    
    
    
    61Consigned good (The Bay)
    
    
    
    
    90Government
    
    
    
    
    2Total Ineligible A/R
    
    
    
    
    2,675Net Eligible A/R
    
    
    
    
    22,072Advance Rate
    
    
    
    
    85.0
    %Eligible A/R @ Adv %
    
    
    
    
    18,762Less: Dilution Reserve 3.9%
    
    3.90%
    
    
    732Less: Other Reserve
    
    
    
    
    Eligible A/R @ Adv %, net of Reserves
    
    
    
    
    18,030Sub Limit
    
    
    
    
    30,000A/R Availability
    
    
    
    
    18,030Gross Inventory
    
    
    
    $
    25,894Ineligible Inventory:
    
    
    
    
    In transit inventory
    
    
    
    
    102Discontinued Operations
    
    
    
    
    149Reserve For Shrink/FG Adjustment
    
    
    
    
    160Total Ineligible Inventory
    
    
    
    
    411Net Eligible Inventory
    
    
    
    
    25,483Advance Rates
    
    75.15%
    
    
    75.15
    %Eligible Inventory @ Adv %
    
    
    
    
    19,150Less: Rents and Fees on Leased Inv. Locations
    
    
    
    
    228Eligible Inventory @ Adv %, net of Reserves
    
    
    
    
    18,922Sub Limit
    
    
    
    
    30,000Inventory Availability
    
    
    
    $
    18,922Priority Payables
    
    
    
    
    1,989Royalties
    
    
    
    
    1,393Cash Collateral
    
    Capped at$10,000
    
    
    Total Other Availability/Credit Products Reserve
    
    
    
    $
    3,382Gross Availability $s Canadian
    
    
    
    
    33,570




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##### 



Exchange Rate@ 8/22/08
    
    
    94.7700
    %Borrowing Base $s United States
    
    $
    31,814Line Amount
    
    
    30,000ADJUSTED GROSS AVAILABILITY ($s US)
    
    $
    30,000Loan Exposures
    
    
    NET AVAILABILITY / (SHORTFALL) in US $
    
    $
    30,000
  Wallis H. Brooks




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##### 



EXHIBIT F
TO
CREDIT AGREEMENT
 FORM OF NOTICE OF CONVERSION OR CONTINUATION
 
 
 
 Warnaco of Canada Company (the Borrower)
 Credit Agreement Administrative Agent
 Section 2.11
(Conversion/Continuation Option)




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##### 



WARNACO OF CANADA COMPANYBy:Name:Title:




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##### 



EXHIBIT G
TO
CREDIT AGREEMENT




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##### 



EXHIBIT H
TO
CREDIT AGREEMENT
 FORM OF COMPLIANCE CERTIFICATE
 Credit Agreement Borrower Group  Fiscal Period End Date 9 Section 6. 1(d)
 Annex A Section 5.1 10
 
  
 9
    
    Bracketed text to be used only if no Trigger Event has
occurred and therefore Section 5.1 financial covenant not currently being
tested.10
    
    Bracketed text to be used only if no Trigger Event has
occurred and therefore Section 5.1 financial covenant not currently being
tested.




---



##### 



THE WARNACO GROUP, INC.By:Name:Title: