AMENDMENT
NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT


This Amendment No. 1to AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of November 6, 2006 (this
‘‘Amendment), is entered into among WARNACO
INC., a Delaware corporation (the
‘‘Borrower’’), THE WARNACO GROUP,
INC., a Delaware corporation
(‘‘Group’’), CITICORP NORTH
AMERICA, INC. (‘‘CNAI’’) as
Revolving Facility Agent (as defined below) on behalf of each Revolving
Credit Lender executing a Lender Consent (as defined below) and CNAI as
Term Facility Agent (as defined below) on behalf of each Term Loan
Lender executing a Lender Consent and amends the Amended and Restated
Credit Agreement, dated as of January 31, 2006 (as the same may be
amended, restated, supplemented or otherwise modified from time to
time, the ‘‘Credit Agreement’’), among
the Borrower, Group, the Lenders and Issuers party thereto, CNAI, as
administrative agent for the Revolving Credit Facility (the
‘‘Revolving Facility Agent’’) and as
administrative agent for the Term Loan Facility (the
‘‘Term Facility Agent’’ and, together
with the Revolving Facility Agent, in such capacities, the
‘‘Administrative Agents’’), CNAI, as
Collateral Agent for the Secured Parties, JPMORGAN CHASE BANK,
N.A., as Syndication Agent, BANK OF AMERICA, NA, THE CIT
GROUP/COMMERCIAL SERVICES, INC. and WACHOVIA CAPITAL
FINANCE CORPORATION (CENTRAL) (F/K/A, CONGRESS FINANCIAL CORPORATION
(CENTRAL)), as Co-Documentation Agents, and CITIGROUP
GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES,
INC., as Joint Lead Arrangers and Joint Lead Book Managers.
Capitalized terms used herein and not otherwise defined herein shall
have the meaning set forth in the Credit Agreement.


W I T N E S S E T H:


WHEREAS, the Borrower has requested that the
Lenders amend the Credit Agreement in certain respects as set forth
below; and


WHEREAS, the Lenders
constituting Requisite Lenders (or with respect to Section 1(b)
below, Requisite Revolving Credit Lenders) have agreed, subject to
the terms and conditions hereinafter set forth, to amend the Credit
Agreement in certain respects as set forth below;


NOW, THEREFORE, in consideration of the
premises and the covenants and obligations contained herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree
as follows:

Section 1.    Amendments to the Credit
Agreement

Effective as of the Amendment No. 1 Effective
Date (as defined below) and subject to the satisfaction (or due waiver)
of the conditions set forth in Section  2 (Conditions
Precedent to the Effectiveness of this Amendment) hereof, the
Credit Agreement is hereby amended as follows:

(a)    Amendments to Article  I (Definitions,
Interpretation and Accounting Terms)


(i)    The
following definition is hereby inserted in Section  1.1
(Defined Terms) of the Credit Agreement in the appropriate place to
preserve the alphabetical order of the definitions in such section:

‘‘OP Sale’’ means the sale to
Iconix Brand Group, Inc. of certain assets of Group and/or its
subsidiaries relating to the OP®, Ocean
Pacific® and Seven 2® brands

(b)    Amendments to Article II (The
Facilities)


(i)    Clause (d) of
Section  2.9 (Mandatory Prepayments) of the Credit Agreement
is hereby amended by deleting the ‘‘or’’ at the
end of subclause  (i) thereof, replacing the period at the
end of subclause  (ii) thereof with the text
‘‘; or’’ and inserting a new
subclause  (iii) at the end thereof to read in its
entirety as follows:

(iii)    Solely
with respect to the OP Sale, first, to repay the outstanding principal
balance of the Term Loans, until such Term Loans shall have been
prepaid in full; second, to repay the outstanding principal balance of
the Swing Loans until such Swing Loans shall have been repaid in full;
third, to repay the outstanding principal balance of the Revolving
Loans until such Revolving Loans shall have been repaid in full; and
then, to provide cash collateral for any Letter of Credit Obligations
in the manner set forth in Section  9.3 until all such Letter of
Credit Obligations have been fully cash collateralized in the manner
set forth therein.









(c)    Amendments to
Article  VIII (Negative Covenants)


(i)    Section  8.3 (Investments) of the
Credit Agreement is hereby amended by deleting the
‘‘and’’ at the end of clause  (k)
thereof, replacing the period at the end of clause  (l)
thereof with the text ‘‘; and’’ and inserting a
new clause  (m) at the end thereof to read in its entirety
as follows:

(m)    Investments by the
Borrower or any Subsidiary Guarantor in conjunction with the OP Sale in
an aggregate amount invested not to exceed (x) $44,0000,000 at any time
prior to December 31, 2006 and (y) $27,000,000 at any time
thereafter.

(ii)    Section  8.4 (Sale of
Assets) of the Credit Agreement is hereby amended by deleting the
‘‘and’’ at the end of clause  (i)
thereof, replacing the period at the end of clause  (j)
thereof with the text ‘‘; and’’ and inserting a
new clause  (k) at the end thereof to read in its entirety
as follows:

(k)    the OP Sale as long
as (i) such sale is made on terms and pursuant documentation in form
and substance reasonably satisfactory to the Administrative Agents and
(ii)  the purchase price paid to such Warnaco Entity for such
assets shall be no less than the Fair Market Value of such assets at
the time of such sale.

(iii)    Clause (d) of
Section 8.5 (Restricted Payments) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

(d)    (x) Restricted Payments by Group in
connection with the redemption, repurchase or other acquisition of its
common Stock; provided, however, that (i) there shall
have been no Revolving Credit Outstandings (other than Letter of Credit
Obligations) for a period of at least ten (10) Business Days
immediately prior to making any such Restricted Payment and (ii)
after giving effect to each such Restricted Payment, Available Credit
is at least equal to $50,000,000 and (y) cash dividends on common
Stock of Group paid and declared in any Fiscal Year; provided,
however, that (i) such cash dividends shall not exceed an amount
equal to twenty-five percent (25%) of Group's Consolidated
Net Income for the then most recently completed Fiscal Year and (ii)
immediately after giving effect to each such cash dividend, Available
Credit is at least equal to $50,000,000;

(iv)    Clause (e) of Section 8.5 (Restricted
Payments) of the Credit Agreement is hereby amended by replacing
the text ‘‘Section 8.6(b)(vi)’’ in the
second line thereof with the text ‘‘Section
8.6(b)(vii)’’

Section 2.    Conditions
Precedent to the Effectiveness of this Amendment

This
Amendment shall become effective as of the date first written above
when, and only when, each of the following conditions precedent shall
have been satisfied (the ‘‘Amendment No. 1 Effective
Date’’) or duly waived by the Administrative
Agents:

(a)    Certain Documents.    The
Administrative Agents shall have received each of the following, each
dated the Amendment No. 1 Effective Date (unless otherwise agreed by
the Administrative Agents), in form and substance satisfactory to the
Administrative Agents:

(i)    this
Amendment, duly executed by the Borrower, Group, each the
Administrative Agent and the Collateral Agent;

(ii)    the Consent and Agreement, in the form
attached hereto as Exhibit A (each, a ‘‘Guarantor
Consent’’), executed by each of the Guarantors;

(iii)    the Acknowledgment and Consent, in the
form attached hereto as Exhibit B (each, a
‘‘Lender Consent’’), executed by the
Lenders which, when combined, constitute the Requisite Lenders (and
with respect to Section 1(b) above, the Requisite Revolving
Credit Lenders); and

(iv)    such additional
documentation as either Administrative Agent may reasonably
require;

(b)    Corporate and Other
Proceedings. All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Amendment shall be satisfactory in
all respects to the Administrative Agents and each Lender;

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(c)    Representations and
Warranties.    Each of the representations and warranties
contained in Article  IV (Representations and
Warranties) of the Credit Agreement, the other Loan Documents or in
any certificate, document or financial or other statement furnished at
any time under or in connection therewith are true and correct in all
material respects on and as of the Amendment No. 1 Effective Date, in
each case as if made on and as of such date and except to the extent
that such representations and warranties specifically relate to a
specific date, in which case such representations and warranties shall
be true and correct in all material respects as of such specific date;
provided, however, that references therein to the
‘‘Credit Agreement’’ shall be deemed to
refer to the Credit Agreement as amended by this Amendment;

(d)    No Default or Event of Default.    After
giving effect to this Amendment, no Default or Event of Default shall
have occurred and be continuing, on the Amendment No. 1 Effective
Date;

(e)    No Litigation. No litigation
shall have been commenced against any Loan Party or any of its
Subsidiaries, on the Amendment No. 1 Effective Date, seeking to
restrain or enjoin (whether temporarily, preliminarily or permanently)
the performance of any action by any Loan Party required or
contemplated by this Amendment or the Credit Agreement or any Loan
Document, in either case, as amended hereby; and

(f)    Fees and Expenses Paid.    The Borrower
shall have paid all Obligations due, after giving effect to this
Amendment, on or before the Amendment No. 1 Effective Date including,
without limitation, all costs and expenses of the Agents in connection
with the preparation, reproduction, execution and delivery of this
Amendment and all other Loan Documents entered into in connection
herewith (including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agents with respect thereto)
and all other costs, expenses and fees due under any Loan Document.

Section  3.    Representations and Warranties

On and as of the Amendment No. 1 Effective Date, after
giving effect to this Amendment, the Borrower and Group hereby
represent and warrant to the Administrative Agents, the Collateral
Agent and each Lender as follows:

(a)    this
Amendment and the Guarantor Consents have been duly authorized,
executed and delivered by the Borrower, Group and each Guarantor, as
applicable, and constitutes a legal, valid and binding obligation of
the Borrower, Group and each Guarantor, as applicable, enforceable
against the Borrower, Group and each Guarantor, as applicable, in
accordance with their terms and the Credit Agreement as amended by this
Amendment, constitutes the legal, valid and binding obligation of the
Borrower and Group enforceable against the Borrower and Group in
accordance with its terms;

(b)    no Default or
Event of Default has occurred and is continuing; and

(c)    no litigation has been commenced against any Loan
Party or any of its Subsidiaries seeking to restrain or enjoin (whether
temporarily, preliminarily or permanently) the performance of any
action by any Loan Party required or contemplated by this Amendment,
the Credit Agreement or any Loan Document, in each case as amended
hereby (if applicable).

Section  4.    Fees and
Expenses

(a)    As consideration for the execution
of this Amendment, the Borrower and each other Loan Party jointly and
severally agrees to pay to the applicable Administrative Agent for the
account of each Lender for which such Administrative Agent shall have
received (by facsimile or otherwise) an executed signature page (or a
release from escrow of a signature page previously delivered in escrow)
for this waiver by 5 p.m. (New York Time) on Friday, November 3, 2006
(or such later date or time as the Administrative Agents and the
Borrower may agree), a waiver fee equal to 0.025% of the sum of
such Lender's Revolving Credit Commitments then in effect plus
the principal amount of such Lender's outstanding Term Loans.

(b)    The Borrower, Group and each other Loan Party
agrees to pay on demand in accordance with the terms of
Section  11.3 (Costs and Expenses) of the Credit Agreement
all costs and 

3










expenses of the Agents in connection with the
preparation, reproduction, execution and delivery of this Waiver and
all other Loan Documents entered into in connection herewith
(including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agents with respect thereto).

Section  5.    Reference to the Effect on the Loan
Documents

(a)    Each reference in the Credit
Agreement to ‘‘this Agreement,’’
‘‘hereunder,’’
‘‘hereof,’’
‘‘herein,’’ or words of like import, and
each reference in the other Loan Documents to the Credit Agreement
(including, without limitation, by means of words like
‘‘thereunder’’,
‘‘thereof’’ and words of like import),
shall mean and be a reference to the Credit Agreement as amended
hereby, and this Amendment and the Credit Agreement shall be read
together and construed as a single instrument. Each of the table of
contents and lists of Exhibits and Schedules of the Credit Agreement
shall be amended to reflect the changes made in this Amendment as of
the Amendment No. 1 Effective Date.

(b)    Each
reference in this Amendment to ‘‘Administrative
Agent’’ shall mean and be a reference to the Revolving
Facility Agent or the Term Facility Agent as applicable.

(c)    Except as expressly amended hereby, all of the
terms and provisions of the Credit Agreement and all other Loan
Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.

(d)    The execution,
delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or
remedy of the Lenders, Issuers, Syndication Agent, Documentation Agent,
the Collateral Agent or either Administrative Agent under any of the
Loan Documents, nor constitute a waiver or amendment of any other
provision of any of the Loan Documents or for any purpose except as
expressly set forth herein.

(e)    This Amendment is
a Loan Document.

Section  6.    Execution in
Counterparts

This Amendment may be executed in any
number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement. Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed
counterpart by telecopy shall be effective as delivery of a manually
executed counterpart of this Amendment.

Section
7.    Governing Law

This Amendment shall be governed
by and construed in accordance with the law of the State of New
York.

Section  8.    Section Titles

The section titles contained in this Amendment are and
shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto, except
when used to reference a section. Any reference to the number of a
clause, sub-clause or subsection of any Loan Document immediately
followed by a reference in parenthesis to the title of the section of
such Loan Document containing such clause, sub-clause or subsection is
a reference to such clause, sub-clause or subsection and not to the
entire section; provided, however, that, in case of
direct conflict between the reference to the title and the reference to
the number of such section, the reference to the title shall govern
absent manifest error. If any reference to the number of a section (but
not to any clause, sub-clause or subsection thereof) of any Loan
Document is followed immediately by a reference in parenthesis to the
title of a section of any Loan Document, the title reference shall
govern in case of direct conflict absent manifest error.

Section  9.    Notices

All
communications and notices hereunder shall be given as provided in the
Credit Agreement or, as the case may be, the Guaranty.

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Section
10.    Severability

The fact that any term or
provision of this Amendment is held invalid, illegal or unenforceable
as to any person in any situation in any jurisdiction shall not affect
the validity, enforceability or legality of the remaining terms or
provisions hereof or the validity, enforceability or legality of such
offending term or provision in any other situation or jurisdiction or
as applied to any person.

Section
11.    Successors

The terms of this Amendment shall
be binding upon, and shall inure to the benefit of, the parties hereto
and their respective successors and assigns.

Section  12.    Waiver of Jury Trial

Each of the parties hereto irrevocably waives trial by
jury in any action or proceeding with respect to this Amendment or any
other Loan Document.


[SIGNATURE PAGES
FOLLOW]


5
















IN
WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first written above.





							
	 			WARNACO
INC.,


as Borrower
	 			By:			/s/ Lawrence
Rutkowski
	 			 			Name:    Lawrence
Rutkowski
Title:       Executive V.P. & Chief Financial
Officer
	 			THE WARNACO
GROUP INC.,

as
Group
	 			By:			/s/ Lawrence
Rutkowski
	 			 			Name:    Lawrence
Rutkowski
Title:       Executive V.P. & Chief Financial
Officer
	 			CITICORP
NORTH AMERICA INC.,


as Revolving Facility Agent, Term
Facility
 Agent, Collateral Agent and
Lender
	 			By:			/s/ Keith
R.
Gerding
	 			 			Name:    Keith
R. Gerding
Title:       Director & Vice
President
	 			JPMORGAN
CHASE BANK, N.A.,


as Syndication Agent and
Lender
	 			By:			/s/ Barry
Bergman
	 			 			Name:    Barry
Bergman
Title:       Managing
Director
	






[SIGNATURE
PAGE TO AMENDMENT NO. 1]









EXHIBIT A

FORM OF CONSENT AND AGREEMENT OF GUARANTORS

The undersigned hereby consents to Amendment No. 1 to the
Amended and Restated Credit Agreement, dated as of the date hereof
(‘‘Amendment No. 1’’; capitalized terms
used herein but not defined herein are used with the meanings given
them in Amendment No. 1), entered into among WARNACO
INC., a Delaware corporation, THE WARNACO GROUP,
INC., a Delaware corporation, and CITICORP NORTH
AMERICA, INC., as Administrative Agent on behalf of each Lender
executing a Lender Consent.

The undersigned further
agrees that the terms of Amendment No. 1 shall not affect in any way
its obligations and liabilities under the Loan Documents (as amended
and otherwise expressly modified by Amendment No. 1), all of which
obligations and liabilities shall remain in full force and effect and
each of which is hereby reaffirmed.

This Consent and
Agreement may be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same consent. Signature pages may
be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are attached to the same
document. Delivery of an executed counterpart by telecopy shall be
effective as delivery of a manually executed counterpart of this
Consent and Agreement. Notices to parties hereto shall be given as
provided in Amendment No. 1.

The terms of this Consent
and Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns.

This Consent and Agreement shall be governed by and
construed in accordance with the law of the State of New York.


[SIGNATURE PAGE
FOLLOWS]











IN WITNESS
WHEREOF, the undersigned has caused this Consent and Agreement
to be duly executed and delivered as of November 6, 2006.





							
	 			THE
WARNACO GROUP INC.,

as Guarantor
	 			By:			/s/ Lawrence
Rutkowski
	 			 			Name:    Lawrence
Rutkowski
Title:       Executive V.P. & Chief Financial
Officer
	 			184 BENTON
STREET INC.


 A.B.S. CLOTHING COLLECTION, INC.


 AUTHENTIC
FITNESS ON-LINE, INC.


 CALVIN KEIN JEANSWEAR COMPANY


 CCC
ACQUISITION CORP.


 C. F. HATHAWAY COMPANY


 CKJ HOLDINGS,
INC.


 DESIGNER HOLDINGS LTD.


 GREGORY STREET, INC.



JEANSWEAR HOLDINGS, INC.


 KAI JAY MANUFACTURING COMPANY


 OCEAN
PACIFIC APPAREL CORP.


 OUTLET STORES, INC.


 UBERTECH PRODUCTS,
INC.


 WARNACO MEN'S SPORTSWEAR INC.


 WARNACO PUERTO RICO,
INC.


 WARNACO RETAIL INC.


 WARNACO SOURCING INC.


 WARNACO
SWIMWEAR INC.


 WARNACO SWIMWEAR PRODUCTS INC.,


 MYRTLE AVENUE,
INC.,


 CKU.COM INC.,


 WARNACO U.S., INC.,


as
Guarantors
	 			By:			/s/ Lawrence
Rutkowski
	 			 			Name:    Lawrence
Rutkowski
Title:       Vice President &
Treasurer
	






[SIGNATURE
PAGE TO CONSENT AND AGREEMENT OF
GUARANTORS]










ACKNOWLEDGED AND
AGREED

as of the date first above written:


CITICORP NORTH AMERICA, INC.


as
Revolving Facility Agent, Term Facility Agent
 and Collateral
Agent


By:   /s/ Keith R.
Gerding            

 Name:    Keith R.
Gerding
Title:       Director & Vice
President

[SIGNATURE PAGE TO
CONSENT AND AGREEMENT OF GUARANTORS]









EXHIBIT B


FORM OF CONSENT OF LENDERS


TO


AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT


Each
of the undersigned is a Lender or Issuer party to the Amended and
Restated Credit Agreement, dated as of January 31, 2006 (as the same
may be amended, restated, supplemented or otherwise modified from time
to time, the ‘‘Credit Agreement’’),
among the WARNACO INC., a Delaware corporation,
THE WARNACO GROUP, INC., a Delaware corporation, the
Lenders and Issuers party thereto, CITICORP NORTH AMERICA,
INC. (‘‘CNAI’’), as
administrative agent for the Revolving Credit Facility (the
‘‘Revolving Facility Agent’’) and as
administrative agent for the Term Loan Facility (the
‘‘Term Facility Agent’’ and, together
with the Revolving Facility Agent, in such capacities, the
‘‘Administrative Agents’’),
CNAI, as Collateral Agent for the Secured
Parties, JPMORGAN CHASE BANK, N.A., as Syndication
Agent, BANK OF AMERICA, NA, THE CIT GROUP/COMMERCIAL SERVICES,
INC. and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL)
(F/K/A, CONGRESS FINANCIAL CORPORATION (CENTRAL)), as
Co-Documentation Agents, and CITIGROUP GLOBAL MARKETS
INC. and J.P. MORGAN SECURITIES, INC., as Joint
Lead Arrangers and Joint Lead Book Managers.

Each of
the undersigned hereby consents, pursuant to and in accordance with
Section  11.1 (Amendments, Waivers, Etc.) of the Credit
Agreement, to the amendment and other terms of Amendment No. 1 to the
Credit Agreement, dated as of November 6, 2006
(‘‘Amendment No. 1’’) and acknowledges
and agrees to be bound by the terms of Amendment No. 1 and that the
terms of Amendment No. 1 shall not affect its obligations and
liabilities as a Lender under the Loan Documents (other than as
expressly described in Amendment No. 1), that all of such obligations
and liabilities remain in full force and effect and are hereby
reaffirmed.

This consent may be executed in any number
of counterparts and by different parties in separate counterparts, each
of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same consent.
Signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are
attached to the same document. Delivery of an executed counterpart by
telecopy shall be effective as delivery of a manually executed
counterpart of this consent. Notices to parties hereto shall be given
as provided in Amendment No. 1.

The terms of this
consent shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.

This consent shall be governed by and construed in
accordance with the law of the State of New York.

Dated
as of November 6, 2006.

[SIGNATURE
PAGES FOLLOW]












							
	 			Lenders
	 			By:			 
	 			 			Name:

Title:
	







[SIGNATURE
PAGE TO LENDER CONSENT]