<PAGE>

                                                                  EXECUTION COPY


                           FIVE-YEAR CREDIT AGREEMENT

                          Dated as of November 17, 1999

                                      Among

                                  WARNACO INC.
                                   as Borrower
                                       and
                             THE WARNACO GROUP, INC.
                                       and
                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders
                                       and
              THE BANK OF NOVA SCOTIA AND SALOMON SMITH BARNEY INC.
                    as Co-Lead Arrangers and Co-Book Managers
                                       and
                                 CITIBANK, N.A.
                              as Syndication Agent
                                       and
                       SOCIETE GENERALE AND COMMERZBANK AG
                           as Co-Documentation Agents
                                       and
             BANK OF AMERICA, N.A AND THE DAI-ICHI KANGYO BANK, LTD.
                                  as Co-Agents
                                       and
                             THE BANK OF NOVA SCOTIA
                 as Administrative Agent, Competitive Bid Agent,
                               and Swing Line Bank



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                     <C>                                                 <C>
                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01.  Certain Defined Terms.................................2
         SECTION 1.02.  Computation of Time Periods..........................24
         SECTION 1.03.  Accounting Terms.....................................24

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

         SECTION 2.01.  The Advances.........................................26
         SECTION 2.02.  Making the Advances..................................26
         SECTION 2.03.  The Competitive Bid Advances
         SECTION 2.04.  Repayment of Advances................................34
         SECTION 2.05.  Termination or Reduction of the Commitments..........34
         SECTION 2.06.  Prepayments..........................................34
         SECTION 2.07.  Interest.............................................35
         SECTION 2.08.  Fees.................................................36
         SECTION 2.09.  Conversion of Advances...............................36
         SECTION 2.10.  Increased Costs, Etc.................................37
         SECTION 2.11.  Illegality...........................................38
         SECTION 2.12.  Payments and Computations............................39
         SECTION 2.13.  Taxes................................................40
         SECTION 2.14.  Sharing of Payments, Etc.............................43
         SECTION 2.15.  Use of Proceeds......................................43
         SECTION 2.16.  Defaulting Lenders...................................43
         SECTION 2.17.  Evidence of Debt.....................................46
         SECTION 2.18.  Increase in Revolving Credit Commitments.............46

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

         SECTION 3.01.  Conditions Precedent to Effectiveness................47
         SECTION 3.02.  Conditions Precedent to Each Borrowing...............49
         SECTION 3.03.  Determinations Under Section 3.01....................50
</TABLE>


<PAGE>


<TABLE>
<S>                     <C>                                                 <C>
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Representations and Warranties of the Borrower.......50

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

         SECTION 5.01.  Affirmative Covenants................................53
         SECTION 5.02.  Negative Covenants...................................57
         SECTION 5.03.  Financial Covenants..................................60

                                   ARTICLE VI

                                EVENTS OF DEFAULT

         SECTION 6.01.  Events of Default....................................61

                                   ARTICLE VII

                                   THE AGENTS

         SECTION 7.01.  Authorization and Action.............................64
         SECTION 7.02.  Agents' Reliance, Etc................................64
         SECTION 7.03.  Scotiabank, Citibank, SocGen, Commerzbank,
                        Bank of America, DKB and Affiliates..................64
         SECTION 7.04.  Lender Credit Decision...............................65
         SECTION 7.05.  Indemnification......................................65
         SECTION 7.06.  Successor Agents.....................................66

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.01.  Amendments, Etc......................................66
         SECTION 8.02.  Notices, Etc.........................................67
         SECTION 8.03.  No Waiver; Remedies..................................67
         SECTION 8.04.  Costs and Expenses...................................67
         SECTION 8.05.  Right of Set-off.....................................69
         SECTION 8.06.  Binding Effect.......................................70
         SECTION 8.07.  Assignments, Designations and Participations.........70
</TABLE>



<PAGE>


<TABLE>
<S>                     <C>                                                 <C>
         SECTION 8.08.  Confidentiality......................................75
         SECTION 8.09.  Execution in Counterparts............................75
         SECTION 8.10.  Governing Law........................................75
         SECTION 8.11.  Jurisdiction, Etc....................................75
         SECTION 8.12.  Waiver of Jury Trial.................................76


                                    SCHEDULES

Schedule I        -        List of Commitments and Applicable Lending Offices
Schedule II       -        Existing Debt
Schedule 4.01(b)  -        Subsidiaries
Schedule 4.01(g)  -        Disclosed Litigation
Schedule 5.02(d)  -        Assets Held For Sale


                                    EXHIBITS

Exhibit A-1                Form of Revolving Credit Note
Exhibit A-2       -        Form of Competitive Bid Note
Exhibit B-1       -        Form of Notice of Borrowing
Exhibit B-2       -        Form of Notice of Competitive Bid Borrowing
Exhibit C         -        Form of Assignment and Acceptance
Exhibit D         -        Form of Designation Agreement
Exhibit E-1       -        Form of Opinion of Skadden, Arps, Slate, Meagher &
                           Flom LLP, special counsel for the Loan Parties
Exhibit E-2       -        Form of Opinion of Stanley P. Silverstein, General
                           Counsel for the Borrower
Exhibit F         -        Form of Group Guaranty
Exhibit G         -        Form of Subsidiary Guaranty
Exhibit H         -        From of Assumption Agreement
</TABLE>




<PAGE>


                           FIVE-YEAR CREDIT AGREEMENT

                          Dated as of November 17, 1999


                  WARNACO INC., a Delaware corporation (together with any
successors-in-interest permitted hereunder, (the "Borrower"), THE WARNACO GROUP,
INC., a Delaware corporation (together with any successors-in-interest permitted
hereunder, "Group"), the banks, financial institutions and other institutional
lenders (the "Initial Lenders") listed on the signature pages hereof, THE BANK
OF NOVA SCOTIA ("Scotiabank") and SALOMON SMITH BARNEY, INC. ("SSB"), as co-lead
arrangers and co-book managers (the "Arrangers"), CITIBANK, N.A. ("Citibank"),
as syndication agent (the "Syndication Agent") for the Lenders (as hereinafter
defined), SOCIETE GENERALE ("SocGen") and COMMERZBANK AG ("Commerzbank"), as
co-documentation agents (the "Documentation Agents") for the Lenders, BANK OF
AMERICA N.A. ("Bank of America") and THE DAI-ICHI KANGYO BANK, LTD. ("DKB"), as
co-agents (the "Co-Agents"), and Scotiabank, as administrative agent (the
"Administrative Agent") and competitive bid agent (the "Competitive Bid Agent")
for the Lenders and as a Swing Line Bank hereunder, agree as follows:


                             PRELIMINARY STATEMENTS

                  (1) The Borrower or a single-purpose wholly owned subsidiary
of the Borrower (the "Purchaser") will either (a) offer to acquire a controlling
interest in Authentic Fitness Corporation, a Delaware corporation ("Authentic
Fitness"), through a tender offer (the "Tender Offer") for all of Authentic
Fitness's outstanding common stock (the "Authentic Fitness Stock"), but in any
event for not less than sufficient shares of Authentic Fitness's stock to enable
the Purchaser, voting without any other shareholders of Authentic Fitness, to
approve a merger of the Purchaser with Authentic Fitness and as promptly as
practicable after the closing of the Tender Offer, the Purchaser, if a
single-purpose wholly owned Subsidiary of the Borrower, will consummate a merger
with Authentic Fitness in which Authentic Fitness will be the surviving
corporation or (b) agree to merge with Authentic Fitness in which Authentic
Fitness will be the surviving corporation (such merger described in either
clause (a) or (b) above between the Purchaser and Authentic Fitness being the
"Merger"and the surviving corporation of each such merger being the "Surviving
Corporation").

                  (2) The Borrower has requested that the Initial Lenders lend
to the Borrower up to $450,000,000 under this Agreement to pay transaction fees
and expenses, pay severance and other reorganization expenses in connection with
the acquisition of Authentic Fitness and for general corporate purposes (other
than for the purpose of paying the holders of Authentic Fitness Stock the cash
consideration for their shares in the Tender Offer or the subsequent Merger).
The Initial




<PAGE>


                                        2

Lenders have indicated their willingness to agree to lend such amounts on the
terms and conditions of this Agreement.

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Administrative Agent" has the meaning specified in the
         recital of parties to this Agreement.

                  "Administrative Agent's Account" means the account of the
         Administrative Agent maintained by the Administrative Agent with
         Scotiabank at its office at One Liberty Plaza, New York, New York
         10006, Special Management Account No. 0608335, Reference: Warnaco New
         Five Year Revolver.

                  "Advance" means a Revolving Credit Advance, a Competitive Bid
         Advance or a Swing Line Advance.

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         vote 10% or more of the Voting Stock of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                  "Agents" means each of the Syndication Agent, each
         Documentation Agent, each Co-Agent, the Administrative Agent and the
         Competitive Bid Agent, together, in each case, with any successor or
         successors of any thereof appointed pursuant to Article VII hereof.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance and, in the case of a Competitive Bid
         Advance, the office of such Lender notified by such Lender to the
         Competitive Bid Agent as its Applicable Lending Office with respect to
         such Competitive Bid Advance.





<PAGE>


                                        3

                  "Applicable Margin" means, as of any date, a percentage per
         annum determined by reference to the Debt Rating in effect on such date
         as set forth below:



<TABLE>
<CAPTION>
     Rating             Debt             Base Rate       Eurodollar
     Level             Rating           Advances        Rate Advances
<S>                 <C>                   <C>               <C>
---------------------------------------------------------------------------
Level 1             A- or A3 or            0.000%            0.500%
                    higher
---------------------------------------------------------------------------
Level 2             BBB+ or Baa1           0.000%            0.575%
---------------------------------------------------------------------------
Level 3             BBB or Baa2            0.000%            0.775%
---------------------------------------------------------------------------
Level 4             BBB- or Baa3           0.000%            0.950%
---------------------------------------------------------------------------
Level 5             BB+ or Ba1             0.500%            1.125%
---------------------------------------------------------------------------
Level 6             Lower than             0.750%            1.250%
                    Level 5 or
                    unrated
</TABLE>

                  "Applicable Percentage" means, as of any date, a percentage
         per annum determined by reference to the Debt Rating in effect on such
         date as set forth below:





<PAGE>


                                        4


<TABLE>
<CAPTION>
        Rating          Debt                       Applicable
         Level          Rating                     Percentage
<S>                     <C>                        <C>
----------------------------------------------------------------------
Level 1                 A- or A3 or higher                0.125%
----------------------------------------------------------------------
Level 2                 BBB+ or Baa1                      0.175%
----------------------------------------------------------------------
Level 3                 BBB or Baa2                       0.225%
----------------------------------------------------------------------
Level 4                 BBB- or Baa3                      0.300%
----------------------------------------------------------------------
Level 5                 BB+ or Ba1                        0.375%
----------------------------------------------------------------------
Level 6                 Lower than Level                  0.500%
                        5 or unrated
</TABLE>


                  "Applicable Utilization Percentage" means, as of any date that
         the aggregate Advances exceed 33 1/3% of the aggregate Commitments, a
         percentage per annum determined by reference to the Debt Rating in
         effect on such date as set forth below:


<TABLE>
<CAPTION>
Rating Level              Debt Rating                 Applicable Utilization
                                                      Percentage
<S>                       <C>                                <C>
-----------------------------------------------------------------------------
Level 1                   A- or A3 or higher                        0.125%
-----------------------------------------------------------------------------
Level 2                   BBB+ or Baa1                              0.125%
-----------------------------------------------------------------------------
Level 3                   BBB or Baa2                               0.250%
-----------------------------------------------------------------------------
Level 4                   BBB- or Baa3                              0.250%
-----------------------------------------------------------------------------
Level 5                   BB+ or Ba1                                0.250%
-----------------------------------------------------------------------------
Level 6                   Lower than Level 5                        0.250%
                          or unrated
</TABLE>

                  "Approved Accounting Firm" means Arthur Andersen LLP, Deloitte
         & Touche LLP, Ernst & Young LLP, PricewaterhouseCoopers LLP or KPMG
         Peat Marwick LLP, or any successor thereof.

                  "Arrangers" has the meaning specified in the recital of
         parties to this Agreement.




<PAGE>


                                        5

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Administrative Agent, in accordance with Section 8.07 and in
         substantially the form of Exhibit C hereto.

                  "Assumption Agreement" means an agreement entered into by a
         party in order to become a Lender hereunder pursuant to Section 2.18,
         in substantially the form of Exhibit H hereto.

                  "Authentic Fitness" has the meaning set forth in the
         Preliminary Statements.

                  "Authentic Fitness Stock" has the meaning set forth in the
         Preliminary Statements.

                  "Bank of America" has the meaning specified in the recital of
         the parties to this Agreement.

                  "Base Rate" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                           (a) the rate of interest established by the
                  Administrative Agent, from time to time, at its Domestic
                  Lending Office as its base rate for loans in United States
                  dollars;

                           (b) 1/2 of one percent per annum above the Federal
                  Funds Rate; and

                           (c) for the period from December 15, 1999 through
                  January 15, 2000, 2 percent per annum above the Federal Funds
                  Rate.

                  "Base Rate Advance" means an Advance that bears interest as
         provided in Section 2.07(a)(i).

                  "Borrower" has the meaning specified in the recital of parties
         to this Agreement.

                  "Borrower's Account" means the account of the Borrower
         maintained by the Borrower with Citibank at its office at 399 Park
         Avenue, New York, New York 10043, Account No. 3846-9269.

                  "Borrowing" means a Revolving Credit Borrowing, a Competitive
         Bid Borrowing or a Swing Line Borrowing.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City and, if the
         applicable Business Day relates to




<PAGE>


                                        6


         any Eurodollar Rate Advances, on which dealings are carried on in the
         London interbank market.

                  "Capitalized Leases" has the meaning specified in clause (e)
         of the definition of "Debt".

                  "Citibank" has the meaning specified in the recital of parties
         to this Agreement.

                  "Co-Agents" has the meaning specified in the recital of the
         parties to this Agreement.

                  "Commitment" means, with respect to any Lender at any time,
         (a) the amount set forth opposite such Lender's name on Schedule I
         hereto under the caption "Revolving Credit Commitment", (b) if such
         Lender has entered into one or more Assignments and Acceptances, the
         amount set forth for such Lender in the Register maintained by the
         Administrative Agent pursuant to Section 8.07(c) as such Lender's
         "Revolving Credit Commitment", as such amount may be reduced at or
         prior to such time pursuant to Section 2.05 or (c) if such Lender has
         entered into an Assumption Agreement, the amount set forth for such
         Lender in such Assumption Agreement.

                  "Competitive Bid Advance" means an advance by a Lender to the
         Borrower as part of a Competitive Bid Borrowing resulting from the
         competitive bidding procedure described in Section 2.03 and refers to a
         Fixed Rate Advance or a LIBO Rate Advance.

                  "Competitive Bid Agent" has the meaning specified in the
         recital of parties to this Agreement.

                  "Competitive Bid Agent's Account" means the account of the
         Competitive Bid Agent maintained by the Competitive Bid Agent with
         Scotiabank at its office at One Liberty Plaza, New York, New York
         10006, Special Management Account No. 0608335, Reference: Warnaco New
         Five Year Revolver.

                  "Competitive Bid Borrowing" means a borrowing consisting of
         simultaneous Competitive Bid Advances from each of the Lenders whose
         offer to make one or more Competitive Bid Advances as part of such
         borrowing has been accepted under the competitive bidding procedure
         described in Section 2.03.

                  "Competitive Bid Note" means a promissory note of the Borrower
         payable to the order of any Lender, in substantially the form of
         Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such
         Lender resulting from a Competitive Bid Advance made by such Lender.





<PAGE>


                                        7



                  "Confidential Information" means any information, whether
         written or oral that the Borrower or Group furnishes to any Agent or
         Lender which is designated as confidential or which could reasonably be
         expected by such Agent or Lender to be confidential, provided, that for
         purposes of this definition, unless otherwise specified by the Borrower
         or Group, the term "Confidential Information" will include, without
         limitation, any information furnished by the Borrower or Group
         regarding proposed acquisitions (including, without limitation, the
         acquisition of Authentic Fitness) and new product launches by Group or
         its Subsidiaries, and provided, further, that the term "Confidential
         Information" does not include any information that is or becomes
         generally available to the public or that is or becomes available to
         such Agent or Lender from a source other than the Borrower or Group.

                  "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

                  "Control Date" means the date on which Persons designated or
         approved by Group constitute a majority of the Board of Directors of
         Authentic Fitness.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.09, 2.10 or 2.11.

                  "Currency Hedge Agreements" means currency swap agreements,
         currency future or option contracts and other similar agreements.

                  "Debt" of any Person means, without duplication, the
         following:

                           (a) all indebtedness of such Person for borrowed
                  money,

                           (b) all Obligations of such Person for the deferred
                  purchase price of property or services (other than trade
                  payables not overdue by more than 90 days incurred in the
                  ordinary course of such Person's business), including, without
                  limitation, the Trade Credit Facility,

                           (c) all Obligations of such Person evidenced by
                  notes, bonds, debentures or other similar instruments,

                           (d) all Obligations of such Person created or arising
                  under any conditional sale or other title retention agreement
                  with respect to property acquired by such Person (even though
                  the rights and remedies of the seller or lender under such
                  agreement in the event of default are limited to repossession
                  or sale of such property),





<PAGE>


                                        8


                           (e) all Obligations of such Person as lessee under
                  leases that have been or should be, in accordance with GAAP,
                  recorded as capital leases ("Capitalized Leases"),

                           (f) all Obligations, contingent or otherwise, of such
                  Person under acceptance, letter of credit or similar
                  facilities,

                           (g) all Obligations of such Person to purchase,
                  redeem, retire, defease or otherwise make any payment in
                  respect of any capital stock of or other ownership or profit
                  interest in such Person or any other Person or any warrants,
                  rights or options to acquire such capital stock, valued, in
                  the case of Redeemable preferred stock, at the greater of its
                  voluntary or involuntary liquidation preference plus accrued
                  and unpaid dividends,

                           (h) all Obligations of such Person in respect of
                  Hedge Agreements,

                           (i) all Debt of others of the kinds referred to in
                  clauses (a) through (h) above guaranteed directly or
                  indirectly in any manner by such Person, or in effect
                  guaranteed directly or indirectly by such Person through an
                  agreement (A) to pay or purchase such Debt or to advance or
                  supply funds for the payment or purchase of such Debt, (B) to
                  purchase, sell or lease (as lessee or lessor) property, or to
                  purchase or sell services, primarily for the purpose of
                  enabling the debtor to make payment of such Debt or to assure
                  the holder of such Debt against loss, (C) to supply funds to
                  or in any other manner invest in the debtor (including any
                  agreement to pay for property or services irrespective of
                  whether such property is received or such services are
                  rendered) or (D) otherwise to assure a creditor against loss,
                  and

                           (j) all Debt referred to in clauses (a) through (h)
                  above secured by (or for which the holder of such Debt has an
                  existing right, contingent or otherwise, to be secured by) any
                  Lien on property (including, without limitation, accounts and
                  contract rights) owned by such Person, even though such Person
                  has not assumed or become liable for the payment of such Debt.

                  "Debt Rating" means, as of any date, the higher of the ratings
         that have been most recently announced by S&P and Moody's for any class
         of non-credit enhanced long-term senior unsecured debt issued by Group
         in effect on such date, provided that if neither S&P nor Moody's shall
         have in effect such a rating, the Applicable Margin, the Applicable
         Percentage and the Applicable Utilization Percentage will be set in
         accordance with Rating Level 6 under the definition of "Applicable
         Margin", "Applicable Percentage" or "Applicable Utilization
         Percentage", as the case may be. For purposes of the foregoing, (a) if
         only one of S&P and Moody's shall have in effect a Debt Rating, the
         Applicable Margin, the




<PAGE>


                                        9


         Applicable Percentage and the Applicable Utilization Percentage shall
         be determined by reference to the available rating; (b) if the ratings
         established by S&P and Moody's shall fall within different levels
         separated by two or more levels, the Applicable Margin, the Applicable
         Percentage and the Applicable Utilization Percentage shall be based
         upon the level that is one level above the lower rating; (c) if any
         rating established by S&P or Moody's shall be changed, such change
         shall be effective as of the date on which such change is reported to
         Group; and (d) if S&P or Moody's shall change the basis on which
         ratings are established, each reference to the Debt Rating announced by
         S&P or Moody's, as the case may be, shall refer to the then equivalent
         rating by S&P or Moody's, as the case may be.

                  "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "Defaulted Advance" means, with respect to any Lender at any
         time, the amount of any Advance required to be made by such Lender to
         the Borrower or for the account of the Borrower pursuant to Section
         2.01 at or prior to such time which has not been so made as of such
         time; provided, however, any Advance made by the Administrative Agent
         for the account of such Lender pursuant to Section 2.02(e) shall not be
         considered a Defaulted Advance even if, at such time, such Lender shall
         not have reimbursed the Administrative Agent therefor as provided in
         Section 2.02(e). In the event that a portion of a Defaulted Advance
         shall be deemed made pursuant to Section 2.16(a), the remaining portion
         of such Defaulted Advance shall be considered a Defaulted Advance
         originally required to be made pursuant to Section 2.01 on the same
         date as the Defaulted Advance so deemed made in part.

                  "Defaulted Amount" means, with respect to any Lender at any
         time, any amount required to be paid by such Lender to any Agent or any
         other Lender hereunder or under any other Loan Document at or prior to
         such time which has not been so paid as of such time, including,
         without limitation, any amount required to be paid by such Lender to
         (a) the Swing Line Bank pursuant to Section 2.02(b) to purchase a
         portion of a Swing Line Advance made by the Swing Line Bank, (b) the
         Administrative Agent pursuant to Section 2.02(e) to reimburse the
         Administrative Agent for the amount of any Advance made by the
         Administrative Agent for the account of such Lender, (c) any other
         Lender pursuant to Section 2.15 to purchase any participation in
         Advances owing to such other Lender and (d) any Agent pursuant to
         Section 7.05 to reimburse such Agent for such Lender's ratable share of
         any amount required to be paid by the Lenders to such Agent as provided
         therein. In the event that a portion of a Defaulted Amount shall be
         deemed paid pursuant to Section 2.16(b), the remaining portion of such
         Defaulted Amount shall be considered a Defaulted Amount originally
         required to be made hereunder or under any other Loan Document on the
         same date as the Defaulted Amount so deemed paid in part.





<PAGE>


                                       10

                  "Defaulting Lender" means, at any time, any Lender that, at
         such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b)
         shall take or be the subject of any action or proceeding of a type
         described in Section 6.01(e).

                  "Designated Lender" means each special purpose corporation
         that (i) shall have been designated by a Designating Lender and shall
         have become a party to this Agreement, all pursuant to Section 8.07(d),
         and (ii) is not otherwise a Lender.

                  "Designating Lender" shall mean each Lender that is a party
         hereto (other than by virtue of a Designation Agreement) that shall
         designate a Designated Lender pursuant to a Designation Agreement in
         accordance with Section 8.07(d).

                  "Designation Agreement" means a designation agreement entered
         into by a Designating Lender and a Designated Lender, and accepted by
         the Administrative Agent, in substantially the form of Exhibit D
         hereto.

                  "Designer Holdings" means Designer Holdings Ltd., a Delaware
         corporation, together with its successors.

                  "DKB" has the meaning specified in the recital of the parties
         to this Agreement.

                  "Documentation Agents" has the meaning specified in the
         recital of parties to this Agreement.

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto, in the Assignment and
         Acceptance pursuant to which it became a Lender or in the Assumption
         Agreement pursuant to which it became a Lender, or such other office of
         such Lender as such Lender may from time to time specify to the
         Borrower and the Administrative Agent.

                  "Domestic Subsidiary" means any Subsidiary of Group organized
         under the laws of the United States or any state thereof.

                  "EBITDA" means, for any period, net income (or net loss) from
         operations (determined without giving effect to extraordinary or
         non-recurring gains or losses) plus, to the extent deducted in
         calculating such net income (loss), the sum of (a) Interest Expense,
         (b) income tax expense, (c) depreciation expense, (d) amortization
         expense and (e) minority interests in Authentic Fitness during the
         period commencing on the date the Tender Offer, if any, is consummated
         and ending on the date of the Merger less dividends paid to the
         minority interests in respect thereof, in each case determined in
         accordance with GAAP and,




<PAGE>


                                       11

         on a pro forma basis, as if any acquisitions consummated after the
         first day of the applicable testing period occurred on the first day of
         such period.

                  "Effective Date" means the first date on which the conditions
         specified in Section 3.01 have been satisfied.

                  "Eligible Assignee" means any Person approved by the
         Administrative Agent and the Borrower, such approval not to be
         unreasonably withheld; provided, however, that neither the Borrower nor
         an Affiliate of the Borrower shall qualify as an Eligible Assignee.

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

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment or
         decree relating to the environment, health, safety or Hazardous
         Materials.

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

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's controlled group, or under
         common control with the Borrower, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with respect to a contributing sponsor, as defined in
         Section 4001(a)(13) of ERISA, of a Plan, and an event described in
         paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
         reasonably expected to occur with respect to such Plan within the




<PAGE>


                                       12

         following 30 days; (b) the application for a minimum funding waiver
         with respect to a Plan; (c) the provision by the administrator of any
         Plan of a notice of intent to terminate such Plan pursuant to Section
         4041(a)(2) of ERISA (including any such notice with respect to a plan
         amendment referred to in Section 4041(e) of ERISA); (d) the cessation
         of operations at a facility of the Borrower or any of its ERISA
         Affiliates in the circumstances described in Section 4062(e) of ERISA;
         (e) the withdrawal by the Borrower or any of its ERISA Affiliates from
         a Multiple Employer Plan during a plan year for which it was a
         substantial employer, as defined in Section 4001(a)(2) of ERISA; (f)
         the failure by the Borrower or any of its ERISA Affiliates to make a
         payment to a Plan if the conditions for the imposition of a lien under
         Section 302(f)(1) of ERISA are satisfied; (g) the adoption of an
         amendment to a Plan requiring the provision of security to such Plan,
         pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
         proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or
         the occurrence of any event or condition described in Section 4042 of
         ERISA that could constitute grounds for the termination of, or the
         appointment of a trustee to administer, a Plan.

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

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar Lending Office"
         opposite its name on Schedule I hereto, in the Assignment and
         Acceptance pursuant to which it became a Lender (or, if no such office
         is specified, its Domestic Lending Office) or in the Assumption
         Agreement pursuant to which it became a Lender, or such other office of
         such Lender as such Lender may from time to time specify to the
         Borrower and the Administrative Agent.

                  "Eurodollar Rate" means, for any Interest Period for all
         Eurodollar Rate Advances comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the rate per annum (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum) appearing on Dow Jones Markets
         Telerate Page 3750 (or any successor page) as the London interbank
         offered rate for deposits in U.S. dollars at approximately 11:00 A.M.
         (London time) two Business Days prior to the first day of such Interest
         Period for a term comparable to such Interest Period or, if for any
         reason such rate is not available, the rate at which deposits in U.S.
         dollars are offered by the principal office of the Administrative Agent
         in London, England to prime banks in the London interbank market at
         11:00 A.M. (London time) two Business Days before the first day of such
         Interest Period in an amount substantially equal to the Administrative
         Agent's Eurodollar Rate Advance comprising part of such Borrowing to be
         outstanding during such Interest Period and for a period equal to such
         Interest Period by (b) a percentage equal to 100% minus the Eurodollar
         Rate Reserve Percentage for such Interest Period.





<PAGE>


                                       13

                  "Eurodollar Rate Advance" means an Advance that bears interest
         as provided in Section 2.07(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances or LIBO Rate Advances comprising part
         of the same Borrowing means the reserve percentage applicable two
         Business Days before the first day of such Interest Period under
         regulations issued from time to time by the Board of Governors of the
         Federal Reserve System (or any successor) for determining the maximum
         reserve requirement (including, without limitation, any emergency,
         supplemental or other marginal reserve requirement) for a member bank
         of the Federal Reserve System in New York City with respect to
         liabilities or assets consisting of or including Eurocurrency
         Liabilities (or with respect to any other category of liabilities that
         includes deposits by reference to which the interest rate on Eurodollar
         Rate Advances or LIBO Rate Advances is determined) having a term equal
         to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Excluded Person" means (i) Linda J. Wachner or (ii) any trust
         of which Linda J. Wachner is the sole trustee or is a trustee with
         effective control over the voting stock held by such trust or over the
         management or policies of Group (or, in case of her death or
         disability, another trustee of comparable experience and ability
         selected by the Borrower within 180 days thereafter after consultation
         with the Administrative Agent).

                  "Excluded Subsidiary" means, provided that the terms of the
         Trust Stock preclude the issuance of a guaranty, the Trust, provided
         that neither Group nor the Borrower nor any of their Subsidiaries shall
         make any additional Investments in the Trust other than those
         Investments which existed on the date of the Five Year Waiver and those
         Investments necessary to pay its normal operating expenses in the
         ordinary course of business.

                  "Excluded Taxes" means, in the case of each Lender, franchise
         taxes and taxes upon or determined by reference to such Lender's net
         income (including, without limitation, branch profit taxes), in each
         case imposed by the United States or any political subdivision or
         taxing authority thereof or therein or by any jurisdiction in which
         such Lender has its Applicable Lending Office, is resident or in which
         such Lender is organized or has its principal or registered office and,
         in the case of each Agent, franchise taxes and net income taxes upon or
         determined by reference to such Agent's net income (including, without
         limitation, branch profits taxes) imposed by the United States or by
         the state or foreign jurisdiction under the laws of which such Agent is
         organized (or by any political subdivision of such state or foreign
         jurisdiction), is resident or has its principal or registered office.

                  "Existing Debt" means the Debt described in Schedule II
         hereto.




<PAGE>


                                       14

                  "Existing Five Year Credit Agreement" means the Credit
         Agreement dated as of August 12, 1997 as amended and restated by the
         Amended and Restated Credit Agreement dated as of November 17, 1999
         among the Borrower, the lenders party thereto, Scotiabank and SSB, as
         co-lead arrangers and co-book managers, Citibank, as Syndication Agent,
         Commerzbank, as documentation agent, and Scotiabank, as administrative
         agent, competitive bid agent, swing line bank and an issuing bank, as
         such agreement may be amended, modified, extended, renewed, refinanced,
         replaced or otherwise supplemented through the date hereof and from
         time to time.

                  "Existing 364 Day Credit Agreement" means the Credit Agreement
         dated as of November 26, 1997 as amended through the date hereof among
         the Borrower, the lenders party thereto, Scotiabank, Citibank and
         Commerzbank as managing agents, Commerzbank as documentation agent,
         Scotiabank as Administrative Agent and Citibank as syndication agent.


                  "Facility" means the Revolving Credit Facility and the Swing
         Line Facility.

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

                  "Fiscal Quarter" means a fiscal quarter of Group and its
         Consolidated Subsidiaries ending on or about March 31, June 30,
         September 30 or December 31 of each year.

                  "Fiscal Year" means a fiscal year of Group and its
         Consolidated Subsidiaries ending on or about December 31 of each year.

                  "Five Year Waiver" means the Letter Waiver dated as of October
         14, 1997 to the Existing Five Year Credit Agreement.

                  "Fixed Rate Advances" has the meaning specified in Section
         2.03(a)(i).

                  "GAAP" has the meaning specified in Section 1.03.

                  "Group" has the meaning specified in the recital of parties to
         this Agreement.




<PAGE>


                                       15


                  "Group Guaranty" has the meaning specified in Section
         3.01(i)(i).

                  "Guaranties" means the Group Guaranty and the Subsidiary
         Guaranty.

                  "Guarantors" means Group and each of its Domestic Subsidiaries
         that are Material Subsidiaries (other than the Borrower and each
         Excluded Subsidiary) and each other Subsidiary which is required to
         guarantee the Borrower's Obligations under the Loan Documents pursuant
         to Section 5.01(j).

                  "Hazardous Materials" means petroleum and petroleum products,
         byproducts or breakdown products, radioactive materials,
         asbestos-containing materials, radon gas and any other chemicals,
         materials or substances designated, classified or regulated as being
         "hazardous" or "toxic", or words of similar import, under any
         Environmental Law.

                  "Hedge Agreements" means Currency Hedge Agreements and
         Interest Rate Hedge Agreements.

                  "Indebtedness for Borrowed Money" of any Person means all Debt
         of such Person for borrowed money or evidenced by notes, bonds,
         debentures or other similar instruments (other than Trust Stock in a
         face amount of not more than $120,000,000), all Obligations of such
         Person for the deferred purchase price of any property, service or
         business (other than trade accounts payable (including the Trade Credit
         Facility and other similar financing arrangements to the extent that
         the aggregate principal amount of Debt, including loans, acceptances
         and letters of credit thereunder, does not exceed $550,000,000 (it
         being understood and agreed that to the extent that the principal
         amount of Debt under the Trade Credit Facility and other similar
         financing arrangements exceeds $550,000,000, a pro-rata portion of such
         excess (calculated by reference to the relative amount of loans
         constituting such Debt) shall be included in this definition of
         "Indebtedness for Borrowed Money")) incurred in the ordinary course of
         business and constituting current liabilities), and all Obligations of
         such Person under Capitalized Leases (limited in each case to the
         principal amount thereof).

                  "Indemnified Party" has the meaning specified in Section
         8.04(b).

                  "Initial Lenders" has the meaning specified in the recital of
         parties to this Agreement.

                  "Insufficiency" means, with respect to any Plan, the amount,
         if any, of its unfunded benefit liabilities, as defined in Section
         4001(a)(18) of ERISA.

                  "Interest Expense" means, with respect to any Person for any
         period of measurement, the excess, if any, of (i) interest expense
         (whether cash or accretion) of such Person during




<PAGE>


                                       16


         such period determined in accordance with GAAP, and shall include in
         any event, without limitation, interest expense with respect to
         Indebtedness for Borrowed Money, the Trade Credit Facility and payments
         under Interest Rate Hedge Agreements over (ii) interest income of such
         Person for such period, including payments received under Interest Rate
         Hedge Agreements; provided, however, that interest expense for any
         acquired entity, including Authentic Fitness, for any period beginning
         prior to the acquisition date shall be such entity's actual interest
         expense for such period.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Revolving Credit Borrowing and each LIBO
         Rate Advance comprising part of the same Competitive Bid Borrowing, the
         period commencing on the date of such Eurodollar Rate Advance or LIBO
         Rate Advance or the date of the Conversion of any Base Rate Advance
         into such Eurodollar Rate Advance, and ending on the last day of the
         period selected by the Borrower pursuant to the provisions below and,
         thereafter, with respect to Eurodollar Rate Advances, each subsequent
         period commencing on the last day of the immediately preceding Interest
         Period and ending on the last day of the period selected by the
         Borrower pursuant to the provisions below. The duration of each such
         Interest Period shall be one, two, three, four, five or six months, or,
         if available to all Lenders, nine or twelve months, as the Borrower
         may, upon notice received by the Administrative Agent not later than
         11:00 A.M. (New York City time) on the third Business Day prior to the
         first day of such Interest Period, select; provided, however, that:

                           (a) the Borrower may not select any Interest Period
                  that ends after the Termination Date;

                           (b) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Revolving
                  Credit Borrowing or for LIBO Rate Advances comprising part of
                  the same Competitive Bid Borrowing shall be of the same
                  duration;

                           (c) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, provided, however, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day, unless the Borrower and the Administrative Agent
                  otherwise agree; and

                           (d) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end




<PAGE>


                                       17


                  on the last Business Day of such succeeding calendar month
                  unless the Borrower and the Administrative Agent otherwise
                  agree.

                  "Interest Rate Hedge Agreements" means interest rate swap, cap
         or collar agreements, interest rate future or option contracts and
         other similar agreements

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "Investment" in any Person means any loan or advance to such
         Person, any purchase or other acquisition of any capital stock or other
         ownership or profit interest, warrants, rights, options, obligations or
         other securities of such Person, any capital contribution to such
         Person or any other investment in such Person, including, without
         limitation, any arrangement pursuant to which the investor incurs Debt
         of the types referred to in clauses (i) or (j) of the definition of
         "Debt" in respect of such Person.

                  "Lenders" means the Initial Lenders, each Person that shall
         become a party hereto pursuant to Section 8.07, including the
         Designated Lenders, if any, and each Person that shall become a party
         hereto pursuant to Section 2.18; provided, however, that the term
         "Lender" shall exclude each Designated Lender when used (i) in
         reference to an Advance or the Commitments or terms relating thereto,
         except to the extent a Designated Lender is the obligee of an Advance
         actually funded by such Designated Lender pursuant to Section 2.01
         hereof and (ii) in any determination or calculation of Required
         Lenders, it being understood that for purposes hereof, any Advance made
         by a Designated Lender shall be deemed to have been made by the
         applicable Designating Lender.

                  "LIBO Rate" means, for any Interest Period for all LIBO Rate
         Advances comprising part of the same Competitive Bid Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the rate per annum at which deposits in U.S. dollars are
         offered by the principal office of the Administrative Agent, in London,
         England to prime banks in the London interbank market at 11:00 A.M.
         (London time) two Business Days before the first day of such Interest
         Period in an amount substantially equal to the amount that would be the
         Administrative Agent's ratable share of such Borrowing if such
         Borrowing were to be a Revolving Credit Borrowing to be outstanding
         during such Interest Period and for a period equal to such Interest
         Period by (b) a percentage equal to 100% minus the Eurodollar Rate
         Reserve Percentage for such Interest Period.

                  "LIBO Rate Advances" has the meaning specified in Section
         2.03(a)(i).

                  "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or




<PAGE>


                                       18


         retained security title of a conditional vendor and any easement, right
         of way or other encumbrance on title to real property.

                  "Loan Documents" means (a) for purposes of this Agreement, the
         Notes, if any, and any amendments or modifications hereof or thereof
         and for all other purposes other than for purposes of the Guarantees,
         (i) this Agreement, (ii) the Notes, if any and (iii) the Guarantees and
         (b) for purposes of the Guarantees, (i) this Agreement, (ii) the Notes,
         if any, (iii) the Guarantees and (iv) the Interest Rate Hedge
         Agreements entered into by Group or the Borrower with Lenders, in the
         case of each of the foregoing agreements referred to in clause (a) or
         (b), and any amendments, supplements or modifications hereof or
         thereof.

                  "Loan Parties" means the Borrower and the Guarantors.

                  "Margin Stock" has the meaning specified in Regulation U.

                  "Material Adverse Change" means any material adverse change in
         the business, condition (financial or otherwise), operations,
         performance, properties or prospects of the Borrower or Group and its
         Subsidiaries taken as a whole.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         performance, properties or prospects of (i) the Borrower or Group and
         its Subsidiaries taken as a whole, (b) the rights and remedies of any
         Agent or Lender under any Loan Document or (c) the validity or
         enforceability of any Loan Document.

                  "Material Guarantor" means, at any time, a Guarantor having
         (i) at least 10% of Consolidated total assets of Group and its
         Subsidiaries (determined as of the last day of the most recent Fiscal
         Quarter) or (ii) at least 10% of Consolidated EBITDA of Group and its
         Subsidiaries for the 12-month period ending on the last day of the most
         recent Fiscal Quarter.

                  "Material Subsidiary" of any Person means, at any time, a
         Subsidiary of such Person having (i) at least $15,000,000 in total
         assets (determined as of the last day of the most recent fiscal quarter
         of such Person) or (ii) EBITDA of at least $15,000,000 for the 12-month
         period ending on the last day of the most recent fiscal quarter of such
         Person.

                  "Merger" has the meaning set forth in the Preliminary
         Statements.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Borrower or any of its ERISA
         Affiliates is making or accruing an




<PAGE>


                                       19

         obligation to make contributions, or has within any of the preceding
         five plan years made or accrued an obligation to make contributions.

                  "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any of its ERISA Affiliates and at least
         one Person other than the Borrower and its ERISA Affiliates or (b) was
         so maintained and in respect of which the Borrower or any of its ERISA
         Affiliates could have liability under Section 4064 or 4069 of ERISA in
         the event such plan has been or were to be terminated.

                  "New 364 Day Credit Agreement" means the 364 Day Credit
         Agreement expected to be entered into by the Borrower, the lenders
         party thereto, Scotiabank and SSB, as co-lead arrangers and co-book
         runners, Citibank, as syndication agent, Morgan Guaranty Trust Company
         of New York as documentation agent, and Scotiabank, as administrative
         agent, as such agreement may be amended, modified, extended, renewed,
         refinanced, replaced or otherwise supplemented from time to time.

                  "Note" means a Revolving Credit Note or a Competitive Bid
         Note.

                  "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                  "Notice of Competitive Bid Borrowing" has the meaning
         specified in Section 2.03(a).

                  "Notice of Swing Line Borrowing" has the meaning specified in
         Section 2.02(b).

                  "Obligation" means, with respect to any Person, any obligation
         of such Person of any kind, including, without limitation, any
         liability of such Person on any claim, whether or not the right of any
         creditor to payment in respect of such claim is reduced to judgment,
         liquidated, unliquidated, fixed, contingent, matured, disputed,
         undisputed, legal, equitable, secured or unsecured, and whether or not
         such claim is discharged, stayed or otherwise affected by any
         proceeding referred to in Section 6.01(e). Without limiting the
         generality of the foregoing, the Obligations of the Loan Parties under
         the Loan Documents include (a) the obligation to pay principal,
         interest, charges, expenses, fees, attorneys' fees and disbursements,
         indemnities and other amounts payable by any Loan Party under any Loan
         Document and (b) the obligation to reimburse any amount in respect of
         any of the foregoing that any Lender, in its sole discretion, may elect
         to pay or advance on behalf of such Loan Party.

                  "Other Taxes" has the meaning specified in Section 2.13(b).

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).




<PAGE>


                                       20


                  "Permitted Liens" means the following:

                           (a) Liens, other than in favor of the PBGC, arising
                  out of judgments or awards in respect of which Group or any of
                  its Subsidiaries shall in good faith be prosecuting an appeal
                  or proceedings for review and in respect of which it shall
                  have secured a subsisting stay of execution pending such
                  appeal or proceedings for review, provided it shall have set
                  aside on its books adequate reserves, in accordance with GAAP,
                  with respect to such judgment or award and provided further
                  that the aggregate amount secured by such Liens does not
                  exceed $5,000,000 in any one case or $10,000,000 in the
                  aggregate;

                           (b) Liens for taxes, assessments or governmental
                  charges or levies, provided payment thereof shall not at the
                  time be required in accordance with the provisions of Section
                  5.01(b) and such amount, when taken together with any amount
                  payable under Section 5.01(b) as to which any Lien has been
                  attached as described in the last phrase thereof, shall not
                  exceed $10,000,000;

                           (c) deposits, Liens or pledges to secure payments of
                  workmen's compensation and other payments, unemployment and
                  other insurance, old-age pensions or other social security
                  obligations, or the performance of bids, tenders, leases,
                  contracts (other than contracts for the payment of money),
                  public or statutory obligations, surety, stay or appeal bonds,
                  or other similar obligations arising in the ordinary course of
                  business;

                           (d) mechanics', workmen's, repairmen's,
                  warehousemen's, vendors' or carriers' Liens or other similar
                  Liens arising in the ordinary course of business and securing
                  sums which are not past due, or deposits or pledges to obtain
                  the release of any such Liens;

                           (e) statutory landlord's Liens under leases to which
                  Group or any of its Subsidiaries is a party;

                           (f) any Lien constituting a renewal, extension or
                  replacement of a Lien constituting a Permitted Lien, but only
                  if at the time such Lien is granted and immediately after
                  giving effect thereto, no Default would exist;

                           (g) leases or subleases granted to other Persons not
                  materially interfering with the conduct of the business of
                  Group and its Subsidiaries, taken as a whole;

                           (h) zoning restrictions, easements, rights of way,
                  licenses and restrictions on the use of real property or minor
                  irregularities in title thereto, which do not materially
                  impair the use of such property in the normal operation of the
                  business of




<PAGE>


                                       21

                  Group or any of its Subsidiaries or the value of such
                  property for the purpose of such business; and

                           (i) statutory or common law Liens (such as rights of
                  set-off) on deposit accounts of Group and its Subsidiaries and
                  other Liens under the L/C Related Documents (as defined in the
                  Existing Five Year Credit Agreement).

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity, or a government or any political subdivision or agency
         thereof.

                  "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "Pro Rata Share" of any amount means, with respect to any
         Lender at any time, the product of such amount times a fraction the
         numerator of which is the amount of such Lender's Revolving Credit
         Commitment at such time and the denominator of which is the Revolving
         Credit Facility at such time.

                  "Purchaser" has the meaning set forth in the Preliminary
         Statements.

                  "Redeemable" means, with respect to any capital stock, Debt or
         other right or Obligation, any such right or Obligation that (a) the
         issuer has undertaken to redeem at a fixed or determinable date or
         dates, whether by operation of a sinking fund or otherwise, or upon the
         occurrence of a condition not solely within the control of the issuer
         or (b) is redeemable at the option of the holder.

                  "Register" has the meaning specified in Section 8.07(g).

                  "Regulation U" means Regulation U of the Board of Governors of
         the Federal Reserve System, as in effect from time to time.

                  "Required Lenders" means, at any time, Lenders owed or holding
         more than 50% of the sum of (a) the aggregate principal amount of the
         Revolving Credit Advances outstanding at such time and (b) the
         aggregate Unused Revolving Credit Commitments at such time; provided,
         however, if any Lender shall be a Defaulting Lender at such time, there
         shall be excluded from the determination of Required Lenders at such
         time (i) the aggregate principal amount of the Revolving Credit
         Advances owing to such Lender (in its capacity as a Lender) and
         outstanding at such time and (ii) the Unused Revolving Credit
         Commitment of such Lender at such time and provided further that for
         purposes of this definition, any Revolving Credit Advance made by a
         Designated Lender shall be deemed to have been made by its applicable
         Designating Lender. For purposes of this definition, the aggregate
         principal amount of Swing Line Advances owing to the Swing Line Bank
         shall be considered to be




<PAGE>


                                       22

         owed to the Lenders ratably in accordance with their respective
         Revolving Credit Commitments.

                  "Revolving Credit Advance" means an advance by a Lender to the
         Borrower as part of a Revolving Credit Borrowing and refers to a Base
         Rate Advance or a Eurodollar Rate Advance (each of which shall be a
         "Type" of Revolving Credit Advance).

                  "Revolving Credit Borrowing" means a borrowing consisting of
         simultaneous Revolving Credit Advances of the same Type made by the
         Lenders pursuant to Section 2.01.

                  "Revolving Credit Commitment" means, with respect to any
         Lender at any time, the amount set forth opposite such Lender's name on
         Schedule I hereto under the caption "Revolving Credit Commitment" or,
         if such Lender has entered into one or more Assignments and
         Acceptances, set forth for such Lender in the Register maintained by
         the Administrative Agent pursuant to Section 8.07(c) as such Lender's
         "Revolving Credit Commitment" or if such Lender has entered into an
         Assumption Agreement, the amount set forth in such Assumption
         Agreement, as such amount may be reduced at or prior to such time
         pursuant to Section 2.06. The aggregate Revolving Credit Commitments
         may be increased to an amount not more than $500,000,000 to the extent
         additional Lenders become parties hereto pursuant to Section 2.18.

                  "Revolving Credit Facility" means, at any time, the aggregate
         amount of the Lenders' Revolving Credit Commitments at such time.

                  "Revolving Credit Note" has the meaning specified in Section
         2.17.

                  "S&P" means Standard & Poor's Ratings Group, currently a
         division of The McGraw-Hill Companies, Inc., or any successor thereto.

                  "Scotiabank" has the meaning specified in the recital of
         parties to this Agreement.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any of its ERISA Affiliates and no Person
         other than the Borrower and its ERISA Affiliates or (b) was so
         maintained and in respect of which the Borrower or any of its ERISA
         Affiliates could have liability under Section 4069 of ERISA in the
         event such plan has been or were to be terminated.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other




<PAGE>


                                       23


         class or classes of such corporation shall or might have voting power
         upon the occurrence of any contingency), (b) the interest in the
         capital or profits of such limited liability company, partnership or
         joint venture or (c) the beneficial interest in such trust or estate is
         at the time directly or indirectly owned or controlled by such Person,
         by such Person and one or more of its other Subsidiaries or by one or
         more of such Person's other Subsidiaries. The term "wholly owned
         Subsidiary" shall exclude any directors' or officers' qualifying shares
         which may be outstanding.

                  "Subsidiary Guaranty" has the meaning specified in Section
         3.01(i)(ii).

                  "Swing Line Advance" means an advance made by (a) the Swing
         Line Bank pursuant to Section 2.01(b), or (b) any Lender pursuant to
         Section 2.02(b).

                  "Swing Line Bank" means Scotiabank (and its successors and
         assigns), provided that Scotiabank (and any such successors and assigns
         as Swing Line Bank hereunder) may resign, and thereupon be released
         from its obligations, as Swing Line Bank under this Agreement upon
         receipt by the Borrower and the Arrangers, in writing and in a form
         reasonably satisfactory to the Borrower and the Arrangers, of the
         assumption by another Lender of the rights and obligations of the Swing
         Line Bank hereunder.

                  "Swing Line Borrowing" means a borrowing consisting of a Swing
         Line Advance made by the Swing Line Bank.

                  "Swing Line Facility" has the meaning specified in Section
         2.01(b).

                  "Surviving Corporation" has the meaning set forth in the
         Preliminary Statements.

                  "Syndication Agent" has the meaning specified in the recital
         of parties to this Agreement.

                  "Tangible Assets" means total assets minus goodwill and
         intangibles, in each case determined in accordance with GAAP.

                  "Taxes" has the meaning specified in Section 2.13(a).

                  "Tender Offer" has the meaning set forth in the Preliminary
         Statements.

                  "Termination Date" means the earlier of November 17, 2004 and
         the date of termination in whole of the Commitments pursuant to Section
         2.05 or 6.01.

                  "Trade Credit Facility" means the revolving loan facility
         under the Sixth Amended and Restated Credit Agreement dated as of
         November 17, 1999 among the Borrower, certain




<PAGE>


                                       24

         lenders party thereto and Scotiabank, as agent for said lenders, as
         each such agreement has been amended to date and the same may be
         amended, extended, renewed, refinanced, replaced or otherwise modified
         from time to time.

                  "Trust" means Designer Finance Trust, a trust formed under the
         laws of Delaware.

                  "Trust Stock" means the Trust Originated Preferred Securities
         issued by the Trust.

                  "Type" refers to the distinction between Advances bearing
         interest at the Base Rate and Advances bearing interest at the
         Eurodollar Rate.

                  "Unused Revolving Credit Commitment" means, with respect to
         any Lender at any time,

                           (a) such Lender's Revolving Credit Commitment at such
                  time minus

                           (b) the sum of the aggregate principal amount of all
                  Revolving Credit Advances and Swing Line Advances made by such
                  Lender and outstanding at such time, plus, such Lender's Pro
                  Rata Share of the aggregate amount of Competitive Bid Advances
                  outstanding at such time and the aggregate principal amount of
                  all Swing Line Advances made by the Swing Line Bank pursuant
                  to Section 2.01(b) and outstanding at such time other than any
                  such Swing Line Advance which, at or prior to such time, has
                  been assigned in part to such Lender pursuant to Section
                  2.02(b).

                  "Voting Stock" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(f) ("GAAP").






<PAGE>


                                       25

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. The Advances. (a) The Revolving Credit Advances.
Each Lender severally agrees, on the terms and conditions hereinafter set forth,
to make Revolving Credit Advances to the Borrower from time to time on any
Business Day during the period from the Effective Date until the Termination
Date in an amount for each such Revolving Credit Advance not to exceed such
Lender's Unused Revolving Credit Commitment at such time. Each Revolving Credit
Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple
of $1,000,000 in excess thereof (or, if less, an aggregate amount equal to the
amount by which the aggregate amount of a proposed Competitive Bid Borrowing
requested by the Borrower exceeds the aggregate amount of Competitive Bid
Advances offered to be made by the Lenders and accepted by the Borrower in
respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is
made on the same date as such Revolving Credit Borrowing) and shall consist of
Revolving Credit Advances of the same Type made on the same day by the Lenders
ratably according to their respective Revolving Credit Commitments. Within the
limits of each Lender's Unused Revolving Credit Commitment in effect from time
to time, the Borrower may borrow under this Section 2.01(a), prepay pursuant to
Section 2.06(a) and reborrow under this Section 2.01(a). For any Lender which is
a Designating Lender, any Revolving Credit Advance to be made by such Lender may
from time to time and upon notice to the Administrative Agent, be made by its
Designated Lender pursuant to the terms hereof in such Designating Lender's sole
discretion, and nothing herein shall constitute a Commitment to make Revolving
Credit Advances by such Designated Lender; provided that (i) if any Designated
Lender elects not to, or fails for any reason whatsoever to, make such Revolving
Credit Advance, its Designating Lender hereby agrees that it shall make such
Revolving Credit Advance pursuant to the terms hereof and (ii) notwithstanding
anything to the contrary, neither the designation of a Designated Lender, the
election or other determination that a Designated Lender will make any Revolving
Credit Advance nor any other condition or circumstance relating to the
Designated Lender shall in any way release, diminish or otherwise affect the
relevant Designating Lender's Commitment or any of its other obligations
hereunder or under any other Loan Document or any rights of the Borrower, any
Agent or any Lender with respect to such Designating Lender. Any Revolving
Credit Advance actually funded by a Designated Lender shall constitute a
utilization of the Commitment of the Designating Lender for all purposes
hereunder.

                  (b) The Swing Line Advances. The Borrower may request the
Swing Line Bank to make, and the Swing Line Bank shall make, on the terms and
conditions hereinafter set forth, Swing Line Advances to the Borrower from time
to time on any Business Day during the period from the Effective Date until the
Termination Date (i) in an aggregate amount not to exceed at any time
outstanding $30,000,000 (the "Swing Line Facility") and (ii) in an amount for
each such Swing Line Borrowing not to exceed the aggregate of the Unused
Revolving Credit Commitments of the Lenders at such time. No Swing Line Advance
shall be used for the purpose of funding the payment of principal of any other
Swing Line Advance. Each Swing Line Borrowing shall be in an amount




<PAGE>


                                       26


of $100,000 or an integral multiple of $1,000 in excess thereof and shall be
made as a Base Rate Advance. Within the limits of the Swing Line Facility and
within the limits referred to in clause (ii) above, the Borrower may borrow
under this Section 2.01(b), repay pursuant to Section 2.04(b) or prepay pursuant
to Section 2.06(a) and reborrow under this Section 2.01(b).

                  SECTION 2.02. Making the Advances. (a) Except as otherwise
provided in Section 2.02(b), each Borrowing shall be made on notice, given not
later than 11:00 A.M. (New York City time) on the third Business Day prior to
the date of the proposed Borrowing in the case of a Borrowing consisting of
Eurodollar Rate Advances, or on the date of the proposed Borrowing in the case
of a Borrowing consisting of Base Rate Advances, by the Borrower to the
Administrative Agent, which shall give to each Lender prompt notice thereof by
telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing")
shall be by telephone, confirmed immediately in writing, or telecopier or telex,
in substantially the form of Exhibit B-1 hereto, specifying therein the
requested (i) date of such Borrowing, (ii) Facility under which such Borrowing
is to be made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate
amount of such Borrowing, and (v) in the case of a Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such Advance. Each
Lender shall, before 12:00 Noon (New York City time) on the date of such
Borrowing, make available for the account of its Applicable Lending Office to
the Administrative Agent at the Administrative Agent's Account, in same day
funds, such Lender's ratable portion of such Borrowing in accordance with the
respective Commitments of such Lender and the other Lenders. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower by crediting the Borrower's Account;
provided, however, that, in the case of any Revolving Credit Borrowing, the
Administrative Agent shall first make a portion of such funds in an amount equal
to the aggregate principal amount of any Swing Line Advances made by the Swing
Line Bank and by any other Lender that are outstanding on the date of such
Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as
of such date, available to the Swing Line Bank and such other Lenders for
repayment of such Swing Line Advances.

                  (b) (i) Each Swing Line Borrowing shall be made on notice,
given not later than 11:30 A.M. (New York City time) on the date of the proposed
Swing Line Borrowing, by the Borrower to the Swing Line Bank and the
Administrative Agent. Each such notice of a Swing Line Borrowing (a "Notice of
Swing Line Borrowing") shall be by telephone, confirmed immediately in writing
or telex or telecopier, specifying therein the requested (A) date of such
Borrowing and (B) amount of such Borrowing and shall constitute a representation
and warranty by the Borrower (upon which the Swing Line Bank may conclusively
rely, in the absence of prior receipt by the Swing Line Bank of written notice
from an Agent or Lenders holding more than 50% of the Revolving Credit
Commitments that the conditions precedent to the making of Swing Line Advances
have not been satisfied or duly waived). Upon fulfillment of the applicable
conditions set forth in Article III, the Swing Line Bank will make the amount
thereof available to the Borrower by crediting the Borrower's Account.




<PAGE>


                                       27


                  (ii) (A) (1) Subject to clause (ii)(B) below, in the event
that on any Business Day the Swing Line Bank desires that all or any portion of
one or more Swing Line Advances be paid, the Swing Line Bank shall promptly
notify the Administrative Agent to that effect and indicate the portion of the
Swing Line Advances to be paid.

                  (2) The Administrative Agent agrees to promptly transmit to
the Lenders the information contained in each notice received by the
Administrative Agent under clause (ii)(A)(1) above, and shall concurrently
notify the other Agents and the Lenders of each Lender's Pro Rata Share of the
Swing Line Advances (or portion thereof) to be paid.

                  (3) Each Lender hereby unconditionally and irrevocably agrees
to fund to the Administrative Agent for the benefit of the Swing Line Bank, in
lawful money of the United States and in same day funds, not later than 12:00
noon (New York City time) on the Business Day immediately following the Business
Day of such Lender's receipt of such notice from the Administrative Agent
(provided that if any Lender shall receive such notice at or prior to 1:00 P.M.
(New York City time) on a Business Day, such funding shall be made by such
Lender on such Business Day), a Revolving Credit Advance in the amount of such
Lender's Pro Rata Share of the payment of the Swing Line Advances to be made on
such date, regardless, however, of whether (x) the conditions precedent thereto
set forth in Article III are then satisfied, (y) the Borrower has provided a
Notice of Borrowing under Section 2.02(a) hereof and (z) the Revolving Credit
Facility has been terminated, any Default or Event of Default exists or all or
any of the Advances have been accelerated, but subject to clause (B) below and
subject to the limitations in respect of the amount of Revolving Credit Advances
contained in Section 2.01(a). The proceeds of each such Revolving Credit Advance
shall be immediately paid over to the Administrative Agent for the benefit of
the Swing Line Bank for application to the Swing Line Facility. Each such
Revolving Credit Advance shall initially be a Base Rate Advance and shall be
deemed to be requested by the Borrower pursuant to Section 2.02(a).

                  (B) In the event that Commitments of the Lenders shall have
terminated pursuant to Section 6.01 following an Event of Default of the type
described in Section 6.01(f) with respect to Group or the Borrower, no further
Revolving Credit Advances of the type described in clause (ii)(A) above shall be
made, and each of the Lenders (other than the Swing Line Bank) shall be deemed
to have irrevocably, unconditionally and immediately purchased from the Swing
Line Bank such Lender's Pro Rata Share of the principal amount of the Swing Line
Advances outstanding as of the date of the occurrence of such Event of Default.
Each Lender shall effect such purchase by making available an amount equal to
its participation on the date of such purchase in U.S. dollars in immediately
available funds at the office of the Swing Line Bank located at 600 Peachtree
Street Northeast, Suite 2700, Atlanta, Georgia 30308 or such other office as the
Swing Line Bank may from time to time direct for the account of such office of
the Swing Line Bank.

                  (C) Each purchase made pursuant to clause (ii)(B) above by a
Lender shall be made without recourse to the Swing Line Bank, and, except as to
the absence of liens created by the




<PAGE>


                                       28

Swing Line Bank on the Swing Line Advance and the Swing Line Bank's right to
effect such sale, without representation or warranty of any kind, and shall be
effected and evidenced pursuant to documents reasonably acceptable to the Swing
Line Bank.

                  (D) The obligations of the Lenders under this Section
2.02(b)(ii) shall be absolute, irrevocable and unconditional, shall be made
under all circumstances and shall not be affected, reduced or impaired for any
reason whatsoever, including (without limitation): (1) any Default, Event of
Default, misrepresentation, negligence, misconduct or other action or inaction
of any kind by any of the Loan Parties or any other Person, whether in, under or
in connection with this Agreement, the Guaranty or any of the other Loan
Documents; (2) any extension, renewal, release or waiver of the time of
performance of or compliance with any of the obligations or other provisions
hereof or of any other Loan Document; (3) any settlement, compromise or
subordination of any or all of the obligations to the claims of others, or any
failure by any Agent, the Swing Line Bank or any other Lender to mitigate
damages; (4) any amendment, modification or other waiver of any one or more of
the Loan Documents; (5) the insolvency, bankruptcy, reorganization or cessation
of existence of any of the Loan Parties; (6) any impossibility or illegality of
performance or the lack of genuineness, validity, legality or enforceability of
any of this Agreement or the other Loan Documents, or any term thereof or any
other agreement or instrument relating thereto for any reason, or the lack of
power or authority of any party to enter into any of the Loan Documents; (7) any
dispute, setoff, recoupment, counterclaim or other defense or right any Lender
may have at any time, whether against any Agent, the Swing Line Bank, any other
Lender or any of the Loan Parties; (8) any merger or consolidation of any of the
Loan Parties or any Lender, or any sale, lease or transfer of any or all of the
assets of any such Person; or (9) any other circumstances whether similar or
dissimilar to any of the foregoing.

                  (c) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $10,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09, 2.10
or 2.11 and (ii) the Revolving Credit Advances may not be outstanding as part of
more than 20 separate Revolving Credit Borrowings.

                  (d) Each Notice of Borrowing and Notice of Swing Line
Borrowing shall be irrevocable and binding on the Borrower. In the case of any
Revolving Credit Borrowing that the related Notice of Borrowing specifies is to
be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill on or before the date specified in such Notice of
Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part of
such Revolving Credit Borrowing when such Revolving Credit Advance, as a result
of such failure, is not made on such date.




<PAGE>


                                       29


                  (e) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Revolving Credit Borrowing that such
Lender will not make available to the Administrative Agent such Lender's ratable
portion of such Revolving Credit Borrowing, the Administrative Agent may assume
that such Lender has made such portion available to the Administrative Agent on
the date of such Revolving Credit Borrowing in accordance with subsection (a) of
this Section 2.02 and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have so made such ratable
portion available to the Administrative Agent, the Administrative Agent agrees
to give prompt notice thereof to the Borrower (provided that failure to give
such notice shall not affect the obligations of the Borrower under this Section
2.02(e)), and such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Administrative Agent,
at (i) in the case of the Borrower, the interest rate applicable at such time
under Section 2.07 to Advances comprising such Revolving Credit Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount so
repaid shall constitute such Lender's Advance as part of such Revolving Credit
Borrowing for purposes of this Agreement.

                  (f) The failure of any Lender to make the Revolving Credit
Advance to be made by it as part of any Revolving Credit Borrowing shall not
relieve any other Lender of its obligation, if any, hereunder to make its
Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the date of any
Revolving Credit Borrowing.

                  SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that the Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the Effective Date until the date occurring 10 days prior to the Termination
Date in the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, (x) the aggregate amount of the Advances then
outstanding shall not exceed the aggregate amount of the Revolving Credit
Commitments of the Lenders and (y) the aggregate amount of the Competitive Bid
Advances then outstanding shall not exceed $300,000,000.

                  (i) The Borrower may request a Competitive Bid Borrowing under
         this Section 2.03 by delivering to the Competitive Bid Agent, by
         telecopier or telex, a notice of a Competitive Bid Borrowing (a "Notice
         of Competitive Bid Borrowing"), in substantially the form of Exhibit
         B-2 hereto, specifying therein the requested (v) date of such proposed
         Competitive Bid Borrowing, (w) aggregate amount of such proposed
         Competitive Bid Borrowing, (x) in the case of a Competitive Bid
         Borrowing consisting of LIBO Rate Advances, Interest Period, or in the
         case of a Competitive Bid Borrowing consisting of Fixed Rate Advances,
         maturity date for repayment of each Fixed Rate Advance to be made as
         part




<PAGE>


                                       30


         of such Competitive Bid Borrowing (which maturity date may not be
         earlier than the date occurring 7 days after the date of such
         Competitive Bid Borrowing or later than the earlier of (I) 180 days
         after the date of such Competitive Bid Borrowing and (II) the
         Termination Date), (y) interest payment date or dates relating thereto,
         and (z) other terms (if any) to be applicable to such Competitive Bid
         Borrowing, not later than 10:00 A.M. (New York City time) (A) at least
         four Business Days prior to the date of the proposed Competitive Bid
         Borrowing, if the Borrower shall specify in the Notice of Competitive
         Bid Borrowing that the rates of interest to be offered by the Lenders
         shall be fixed rates per annum (the Advances comprising any such
         Competitive Bid Borrowing being referred to herein as "Fixed Rate
         Advances") and (B) at least four Business Days prior to the date of the
         proposed Competitive Bid Borrowing, if the Borrower shall instead
         specify in the Notice of Competitive Bid Borrowing that the rates of
         interest offered by the Lenders are to be based on the LIBO Rate (the
         Advances comprising such Competitive Bid Borrowing being referred to
         herein as "LIBO Rate Advances"). Each Notice of Competitive Bid
         Borrowing shall be irrevocable and binding on the Borrower. The
         Competitive Bid Agent shall in turn promptly notify each Lender of each
         request for a Competitive Bid Borrowing received by it from the
         Borrower by sending such Lender a copy of the related Notice of
         Competitive Bid Borrowing.

                  (ii) Each Lender may, if, in its sole discretion, it elects to
         do so, irrevocably offer to make one or more Competitive Bid Advances
         to the Borrower as part of such proposed Competitive Bid Borrowing at a
         rate or rates of interest specified by such Lender in its sole
         discretion, by notifying the Competitive Bid Agent (which shall give
         prompt notice thereof to the Borrower), before 10:00 A.M. (New York
         City time) on the date of such proposed Competitive Bid Borrowing in
         the case of a Competitive Bid Borrowing consisting of Fixed Rate
         Advances and on the third Business Day before the date of such proposed
         Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
         consisting of LIBO Rate Advances, of the minimum amount and maximum
         amount of each Competitive Bid Advance which such Lender would be
         willing to make as part of such proposed Competitive Bid Borrowing
         (which amounts may, subject to the proviso to the first sentence of
         this Section 2.03(a), exceed such Lender's Revolving Credit Commitment,
         if any), the rate or rates of interest therefor and such Lender's
         Applicable Lending Office with respect to such Competitive Bid Advance;
         provided that if the Competitive Bid Agent in its capacity as a Lender
         shall, in its sole discretion, elect to make any such offer, it shall
         notify the Borrower of such offer before 9:00 A.M. (New York City time)
         on the date on which notice of such election is to be given to the
         Competitive Bid Agent by the other Lenders. If any Lender shall elect
         not to make such an offer, such Lender shall so notify the Competitive
         Bid Agent, before 10:00 A.M. (New York City time) on the date on which
         notice of such election is to be given to the Competitive Bid Agent by
         the other Lenders, and such Lender shall not be obligated to, and shall
         not, make any Competitive Bid Advance as part of such Competitive Bid
         Borrowing; provided that the failure by any Lender to give such notice
         shall not cause such Lender to be obligated to make any Competitive Bid
         Advance as part of such proposed Competitive Bid Borrowing.




<PAGE>


                                       31


                  (iii) The Borrower shall, in turn, before 11:00 A.M. (New York
         City time) on the date of such proposed Competitive Bid Borrowing in
         the case of a Competitive Bid Borrowing consisting of Fixed Rate
         Advances, and before 1:00 P.M. (New York City time) three Business Days
         before the date of such proposed Competitive Bid Borrowing in the case
         of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
         either:

                           (x) cancel such Competitive Bid Borrowing by giving
                  the Competitive Bid Agent notice to that effect, or

                           (y) accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in its
                  sole discretion, by giving notice to the Competitive Bid Agent
                  of the amount of each Competitive Bid Advance (which amount
                  shall be equal to or greater than the minimum amount, and
                  equal to or less than the maximum amount, notified to the
                  Borrower by the Competitive Bid Agent on behalf of such Lender
                  for such Competitive Bid Advance pursuant to paragraph (ii)
                  above) to be made by each Lender as part of such Competitive
                  Bid Borrowing, and reject any remaining offers made by Lenders
                  pursuant to paragraph (ii) above by giving the Competitive Bid
                  Agent notice to that effect. The Borrower shall accept the
                  offers made by any Lender or Lenders to make Competitive Bid
                  Advances in order of the lowest to the highest rates of
                  interest offered by such Lenders. If two or more Lenders have
                  offered the same interest rate, the amount to be borrowed at
                  such interest rate will be allocated by the Competitive Bid
                  Agent among such Lenders in proportion to the maximum amount
                  that each such Lender offered at such interest rate.

                  (iv) If the Borrower notifies the Competitive Bid Agent that
         such Competitive Bid Borrowing is canceled pursuant to paragraph
         (iii)(x) above, the Competitive Bid Agent shall give prompt notice
         thereof to the Lenders and such Competitive Bid Borrowing shall not be
         made.

                  (v) If the Borrower accepts one or more of the offers made by
         any Lender or Lenders pursuant to paragraph (iii)(y) above, the
         Competitive Bid Agent shall in turn promptly notify (A) each Lender
         that has made an offer as described in paragraph (ii) above, of the
         date and aggregate amount of such Competitive Bid Borrowing and whether
         or not any offer or offers made by such Lender pursuant to paragraph
         (ii) above have been accepted by the Borrower, (B) each Lender that is
         to make a Competitive Bid Advance as part of such Competitive Bid
         Borrowing, of the amount of each Competitive Bid Advance to be made by
         such Lender as part of such Competitive Bid Borrowing, and (C) each
         Lender that is to make a Competitive Bid Advance as part of such
         Competitive Bid Borrowing, upon receipt, that the Competitive Bid Agent
         has received forms of documents, if any, requested pursuant to Section
         3.02(b). Each Lender that is to make a Competitive Bid Advance as part
         of such Competitive Bid Borrowing shall, before 12:00 noon (New York
         City time) on the date of




<PAGE>


                                       32


         such Competitive Bid Borrowing specified in the notice received from
         the Competitive Bid Agent pursuant to clause (A) of the preceding
         sentence or any later time when such Lender shall have received notice
         from the Competitive Bid Agent pursuant to clause (C) of the preceding
         sentence, make available for the account of its Applicable Lending
         Office to the Competitive Bid Agent at the Competitive Bid Agent's
         Account, in same day funds, such Lender's portion of such Competitive
         Bid Borrowing. Upon fulfillment of the applicable conditions set forth
         in Article III and after receipt by the Competitive Bid Agent of such
         funds, the Competitive Bid Agent will, as promptly as possible,
         transfer such funds to the Borrower's Account. Promptly after each
         Competitive Bid Borrowing, the Competitive Bid Agent will notify each
         Lender of the amount of the Competitive Bid Borrowing, the consequent
         deemed use of the aggregate amount of the Commitments as a result
         thereof and the dates upon which such Competitive Bid Borrowing
         commenced and will terminate. For any Lender which is a Designating
         Lender, any Competitive Bid Advance to be made by such Lender may from
         time to time be made by its Designated Lender pursuant to the terms
         hereof in such Designating Lender's sole discretion, and nothing herein
         shall constitute a commitment to make Competitive Bid Advances by such
         Designated Lender, provided that (i) if any Designated Lender elects
         not to, or fails for any reason whatsoever to, make any such
         Competitive Bid Advance that has been accepted by the Borrower in
         accordance with the foregoing, its Designating Lender hereby agrees
         that it shall make such Competitive Bid Advance pursuant to the terms
         hereof and (ii) notwithstanding anything to the contrary, neither the
         designation of a Designated Lender, the election or other determination
         that a Designated Lender will make any Competitive Bid Advance nor any
         other condition or circumstance relating to the Designated Lender shall
         in any way release, diminish or otherwise affect the relevant
         Designating Lender's Commitment or any of its other obligations
         hereunder or under any other Loan Document or any rights of the
         Borrower, any Agent or any Lender with respect to such Designating
         Lender.

                  (vi) If the Borrower notifies the Competitive Bid Agent that
         it accepts one or more of the offers made by any Lender or Lenders
         pursuant to paragraph (iii)(y) above, such notice of acceptance shall
         be irrevocable and binding on the Borrower. The Borrower shall
         indemnify each Lender against any loss, cost or expense incurred by
         such Lender as a result of any failure to fulfill on or before the date
         specified in the related Notice of Competitive Bid Borrowing for such
         Competitive Bid Borrowing the applicable conditions set forth in
         Article III, including, without limitation, any loss (excluding loss of
         anticipated profits), cost or expense incurred by reason of the
         liquidation or reemployment of deposits or other funds acquired by such
         Lender to fund the Competitive Bid Advance to be made by such Lender as
         part of such Competitive Bid Borrowing when such Competitive Bid
         Advance, as a result of such failure, is not made on such date.

                  (b) Each Competitive Bid Borrowing shall be in an aggregate
amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof
and, following the making of each




<PAGE>


                                       33


Competitive Bid Borrowing, the Borrower shall be in compliance with the
limitation set forth in the proviso to the first sentence of subsection (a)
above.

                  (c) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03, provided that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

                  (d) The Borrower shall repay to the Competitive Bid Agent for
the account of each Lender that has made a Competitive Bid Advance, on the
maturity date of each Competitive Bid Advance (such maturity date being that
specified by the Borrower for repayment of such Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing delivered pursuant to subsection
(a)(i) above and provided in the Competitive Bid Note evidencing such
Competitive Bid Advance), the then unpaid principal amount of such Competitive
Bid Advance. The Borrower shall have no right to prepay any principal amount of
any Competitive Bid Advance unless, and then only on the terms, specified by the
Borrower for such Competitive Bid Advance in the related Notice of Competitive
Bid Borrowing delivered pursuant to subsection (a)(i) above, or unless
separately agreed between the Borrower and any Lender that has made a
Competitive Bid Advance, and set forth in the Competitive Bid Note evidencing
such Competitive Bid Advance.

                  (e) The Borrower shall pay interest on the unpaid principal
amount of each Competitive Bid Advance from the date of such Competitive Bid
Advance to the date the principal amount of such Competitive Bid Advance is
repaid in full, at the rate of interest for such Competitive Bid Advance
specified by the Lender making such Competitive Bid Advance in its notice with
respect thereto delivered pursuant to subsection (a)(ii) above, payable on the
interest payment date or dates specified by the Borrower for such Competitive
Bid Advance in the related Notice of Competitive Bid Borrowing delivered
pursuant to subsection (a)(i) above, as provided in the Competitive Bid Note
evidencing such Competitive Bid Advance. Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on the
amount of unpaid principal of and interest on each Competitive Bid Advance owing
to a Lender, payable in arrears on the date or dates interest is payable
thereon, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such Competitive Bid Advance under the terms of
the Competitive Bid Note evidencing such Competitive Bid Advance unless
otherwise agreed in such Competitive Bid Note.

                  (f) The indebtedness of the Borrower resulting from each
Competitive Bid Advance made to the Borrower as part of a Competitive Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of the Borrower
payable to the order of the Lender making such Competitive Bid Advance.




<PAGE>


                                       34


                  (g) Upon delivery of each Notice of Competitive Bid Borrowing,
the Borrower shall pay a non-refundable fee of $2,000 to the Competitive Bid
Agent for its own account.

                  SECTION 2.04. Repayment of Advances. (a) Revolving Credit
Advances. The Borrower shall repay to the Administrative Agent for the ratable
account of the Lenders on the Termination Date the aggregate outstanding
principal amount of the Revolving Credit Advances then outstanding.

                  (b) Swing Line Advances. The Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and each other
Lender that has purchased a Swing Line Advance pursuant to Section 2.02(b) the
outstanding principal amount of each Swing Line Advance at the times and in the
manner and amounts specified in Section 2.02(b) and on the Termination Date.

                  SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower shall have the right, upon at least three Business Days'
notice to the Administrative Agent, to terminate in whole or reduce ratably in
part the unused portions of the respective Commitments of the Lenders, provided
that each partial reduction (i) shall be in the aggregate amount of $10,000,000
or an integral multiple of $1,000,000 in excess thereof and (ii) shall be made
ratably among the Lenders in accordance with their respective Commitments, and
provided further that the aggregate amount of the Commitments of the Lenders
shall not be reduced to an amount that is less than the aggregate principal
amount of the Competitive Bid Advances then outstanding.

                  (b) Mandatory. If the Merger shall not have been consummated
on or prior to the date that is one year after the Effective Date, then on the
earlier of such date and the date the Borrower notifies the Administrative Agent
in writing that the Merger will not be consummated (such earlier date, the
"Relevant Date"):

                  (i) if as of the Relevant Date the aggregate Commitments
         exceed $300,000,000, the Commitments shall automatically be reduced
         (ratably among the Lenders) to an aggregate amount equal to
         $300,000,000;

                  (ii) the Borrower shall prepay Advances in an amount (if any)
         equal to the excess of the aggregate amount of Advances outstanding as
         at the Relevant Date over the Commitments so reduced on the Relevant
         Date; and

                  (iii) the Termination Date shall automatically be amended to
         be the date that is one year after the Relevant Date.

                  SECTION 2.06. Prepayments. (a) Optional. (i) The Borrower may,
upon the same Business Day's notice in the case of the Swing Line Facility and
Base Rate Advances and two Business Days' notice in the case of any Eurodollar
Rate Advances, in each case to the




<PAGE>


                                       35


Administrative Agent stating the proposed date and aggregate principal amount of
the prepayment, and if such notice is given the Borrower shall, prepay the
outstanding aggregate principal amount of the Revolving Credit Advances
comprising part of the same Revolving Credit Borrowing in whole or ratably in
part, together with accrued interest to the date of such prepayment on the
aggregate principal amount prepaid; provided, however, that (A) each partial
prepayment of the Facility shall be in an aggregate principal amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and (B) any
such prepayment of a Eurodollar Rate Advance made other than on the last day of
an Interest Period therefor shall be made together with payment of all amounts,
if any, required pursuant to Section 8.04(c).

                  (ii) Competitive Bid Advances may be prepaid only in
accordance with the provisions of Section 2.03(d).

                  (b) Mandatory.

                  (i) The Borrower shall, on each Business Day, prepay an
         aggregate principal amount of the Revolving Credit Advances comprising
         part of the same Borrowings and the Swing Line Advances equal to the
         amount by which (A) the sum of the aggregate principal amount of (x)
         the Revolving Credit Advances and (y) the Swing Line Advances then
         outstanding exceeds (B) the Revolving Credit Facility on such Business
         Day.

                  SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower
shall pay interest on the unpaid principal amount of each Advance owing to each
Lender from the date of such Advance until such principal amount shall be paid
in full, at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the sum of
         (x) the Base Rate in effect from time to time plus (y) the Applicable
         Margin in effect from time to time, payable in arrears quarterly on the
         first day of each January, April, July and October during such periods.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Advance to the sum of (x)
         the Eurodollar Rate for such Interest Period for such Advance plus (y)
         the Applicable Margin in effect from time to time plus (z) the
         Applicable Utilization Percentage, if any, in effect from time to time,
         payable in arrears on the last day of such Interest Period and, if such
         Interest Period has a duration of more than three months, on each day
         that occurs during such Interest Period every three months from the
         first day of such Interest Period and on the date such Eurodollar Rate
         Advance shall be Converted or paid in full.

                  (b) Default Interest. Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on (i) the
unpaid principal amount of each Advance owing




<PAGE>


                                       36


to each Lender (except as otherwise provided in Section 2.03(e)), payable in
arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate
per annum equal at all times to 2% per annum above the rate per annum required
to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii)
to the fullest extent permitted by law, the amount of any interest, fee or other
amount payable hereunder that is not paid when due, from the date such amount
shall be due until such amount shall be paid in full, payable in arrears on the
date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid on
Base Rate Advances pursuant to clause (a)(i) above.

                  SECTION 2.08. Fees. (a) Facility Fee. The Borrower shall pay
to the Administrative Agent for the account of the Lenders a facility fee, from
the Effective Date in the case of each Initial Lender and from the effective
date specified in the Assignment and Acceptance or the Assumption Agreement, as
the case may be, pursuant to which it became a Lender in the case of each other
Lender until the Termination Date, payable quarterly on the first day of each
January, April, July and October, commencing January 7, 2000, and on the
Termination Date, at the rate per annum equal to the Applicable Percentage in
effect from time to time on the Revolving Credit Commitment of such Lender;
provided, however, (i) that any facility fee accrued with respect to any of the
Commitments of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and unpaid at such time shall not be payable
by the Borrower so long as such Lender shall be a Defaulting Lender except to
the extent that such facility fee shall otherwise have been due and payable by
the Borrower prior to such time and (ii) that no facility fee shall accrue on
any of the Commitments of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender.

                  (b) Agents' Fees. The Borrower shall pay to each of the Agents
for its own account such fees as may from time to time be agreed between the
Borrower and such Agent.

                  SECTION 2.09. Conversion of Advances. (a) Optional. The
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions of Sections
2.09, 2.10 and 2.11, Convert all Revolving Credit Advances of one Type
comprising the same Revolving Credit Borrowing into Revolving Credit Advances of
the other Type; provided, however, that any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made only on the last day of an
Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate
Advances into Eurodollar Rate Advances shall be in an amount not less than the
minimum amount specified in Section 2.02(b) and no Conversion of any Revolving
Credit Advances shall result in more separate Revolving Credit Borrowings than
permitted under Section 2.02(b). Each such notice of a Conversion shall, within
the restrictions specified above, specify (i) the date of such Conversion, (ii)
the Revolving Credit Advances to be Converted, and (iii) if such Conversion is
into Eurodollar Rate Advances, the duration of the initial Interest Period for
each such Revolving Credit Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.




<PAGE>


                                       37


                  (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Revolving Credit
Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$10,000,000, such Advances shall automatically Convert into Base Rate Advances.

                  (ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders,
whereupon each such Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance.

                  (iii) Upon the occurrence and during the continuance of any
Default, (x) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(y) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended.

                  SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i)
the introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost (other than in taxes, including
interest, additions to tax and penalties relating thereto, except to the extent
that the same are required to be paid pursuant to Section 2.13 hereof) to any
Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate
Advances or LIBO Rate Advances (excluding for purposes of this Section 2.10 any
such increased costs resulting from (x) Taxes, Other Taxes, Excluded Taxes or
taxes excluded from the definitions of Taxes or Other Taxes in Section 2.13(e)
or from indemnification pursuant to Section 2.13(f) (as to which Section 2.13
shall govern) and (y) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender is organized or has its Applicable
Lending Office or any political subdivision thereof), then the Borrower shall
from time to time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender additional amounts sufficient to compensate such Lender for such
increased cost; provided, however, that, before making any such demand, each
Lender agrees to use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to designate a different Applicable Lending
Office if the making of such a designation would avoid the need for, or reduce
the amount of, such increased cost and would not, in the reasonable judgment of
such Lender, be otherwise disadvantageous to such Lender and provided further
that the Borrower's obligations to any Designated Lender hereunder shall be
limited as set forth in Section 8.04(e). A certificate as to the amount of such
increased cost, submitted to the Borrower by such Lender, shall be conclusive
and binding for all purposes, absent manifest error.

                  (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having




<PAGE>


                                       38


the force of law) affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend, then, upon demand by such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall pay
to the Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend, provided, however, that the Borrower's
obligations to any Designated Lender hereunder shall be limited as set forth in
Section 8.04(e). A certificate as to such amounts submitted to the Borrower by
such Lender shall be conclusive and binding for all purposes, absent manifest
error.

                  (c) If, with respect to any Eurodollar Rate Advances, Lenders
(other than Designated Lenders) owed at least a majority of the then aggregate
unpaid principal amount thereof notify the Administrative Agent that the
Eurodollar Rate for any Interest Period for such Advances will not adequately
reflect the cost (excluding for purposes of this Section 2.10 any such increased
costs resulting from (i) Taxes, Other Taxes, Excluded Taxes or taxes excluded
from the definitions of Taxes or Other Taxes in Section 2.13(e) or from
indemnification pursuant to Section 2.13(f) (as to which Section 2.13 shall
govern) and (ii) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender is organized or has its Applicable
Lending Office or any political subdivision thereof) to such Lenders of making,
funding or maintaining their Eurodollar Rate Advances for such Interest Period,
the Administrative Agent shall forthwith so notify the Borrower and the Lenders,
whereupon (i) each such Eurodollar Rate Advance will automatically, on the last
day of the then existing Interest Period therefor, Convert into a Base Rate
Advance and (ii) the obligation of the Lenders to make, or to Convert Advances
into, Eurodollar Rate Advances shall be suspended until the Administrative Agent
shall notify the Borrower that such Lenders have determined that the
circumstances causing such suspension no longer exist.

                  SECTION 2.11. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender (other than a Designated Lender) shall notify
the Administrative Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank
or other governmental authority asserts that it is unlawful, for any Lender or
its Eurodollar Lending Office to perform its obligations hereunder to make
Eurodollar Rate Advances or LIBO Rate Advances or to fund or maintain Eurodollar
Rate Advances or LIBO Rate Advances hereunder, (i) each Eurodollar Rate Advance
or LIBO Rate Advance, as the case may be, will automatically, upon such demand,
Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make
Eurodollar Rate Advances or LIBO Rate Advances or to Convert Revolving Credit
Advances into Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist; provided that if it
becomes unlawful for any Designated Lender or its Eurodollar Lending Office to
perform its obligations hereunder to make or fund or maintain Eurodollar Rate
Advances or LIBO




<PAGE>


                                       39


Rate Advances, such Designated Lender shall immediately assign its rights and
obligations with respect to such Advance to its applicable Designating Lender.

                  SECTION 2.12. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes, if any, irrespective of
counterclaim or set-off (except as otherwise provided in Section 2.16), not
later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars
to the Administrative Agent at the Administrative Agent's Account in same day
funds. The Administrative Agent will promptly thereafter cause to be distributed
like funds relating to the payment of principal or interest or commitment fees
ratably (other than amounts payable pursuant to Section 2.03, 2.10, 2.13 or
8.04(c)) to the Lenders for the account of their respective Applicable Lending
Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.07(c), from and after
the effective date specified in such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder and under any Notes
issued in connection therewith in respect of the interest assigned thereby to
the Lender assignee thereunder, and the parties to such Assignment and
Acceptance shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves.

                  (b) If the Administrative Agent receives funds for application
to the Obligations under the Loan Documents under circumstances for which the
Loan Documents do not specify the Advances to which, or the manner in which,
such funds are to be applied, the Administrative Agent may, but shall not be
obligated to, elect to distribute such funds to each Lender ratably in
accordance with such Lender's proportionate share of the principal amount of all
outstanding Advances, in repayment or prepayment of such of the outstanding
Advances or other Obligations owed to such Lender, and for application to such
principal installments, as the Administrative Agent shall direct.

                  (c) The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or under the
Note, if any, held by such Lender, to charge from time to time against any or
all of the Borrower's accounts with such Lender any amount so due.

                  (d) All computations of interest based on clause (a) of the
definition of Base Rate shall be made by the Administrative Agent on the basis
of a year of 365 or 366 days, as the case may be, and all computations of
interest based on the Eurodollar Rate, the LIBO Rate or the Federal Funds Rate
and fees shall be made by the Administrative Agent on the basis of a year of 360
days, in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or
commitment fees are payable. Each determination by the Administrative Agent of
an interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.




<PAGE>


                                       40


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

                  (f) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

                  SECTION 2.13. Taxes. (a) Any and all payments by the Borrower
hereunder or under any Notes shall be made, in accordance with Section 2.12,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and each Agent, Excluded
Taxes (all such non-Excluded Taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note to any Lender or any Agent, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.13) such Lender or such Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

                  (b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made hereunder or under any Notes
or from the execution, delivery or registration of, or otherwise with respect
to, this Agreement or any Note (hereinafter referred to as "Other Taxes").

                  (c) The Borrower will indemnify each Lender and each Agent for
the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.13) paid by such Lender or such Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with




<PAGE>


                                       41


respect thereto. This indemnification shall be made within 30 days from the date
such Lender or such Agent (as the case may be) makes written demand therefor,
including in such demand an identification of the Taxes or Other Taxes (together
with the amounts thereof) with respect to which such indemnification is being
sought.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Administrative Agent and the Documentation Agents,
at their respective addresses referred to in Section 8.02, the original or a
certified copy of a receipt evidencing payment thereof. In the case of any
payment hereunder or under any Notes by or on behalf of the Borrower through an
account or branch outside the United States or on behalf of the Borrower by a
payor that is not a United States person, if the Borrower determines that no
Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause
such payor to furnish, to the Administrative Agent and the Documentation Agents,
at such address, an opinion of counsel acceptable to the Administrative Agent
stating that such payment is exempt from Taxes. For purposes of this subsection
(d) and subsection (e), the terms "United States" and "United States person"
shall have the meanings specified in Section 7701 of the Internal Revenue Code.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender, and on the date of the
Assignment and Acceptance or Designation Agreement pursuant to which it becomes
a Lender in the case of each other Lender, and from time to time thereafter if
requested in writing by the Borrower (but only so long as such Lender remains
lawfully able to do so), shall provide both the Administrative Agent and the
Borrower with two original Internal Revenue Service forms 1001, 4224 or W-8 as
appropriate, or any successor or other form prescribed by the Internal Revenue
Service, certifying that such Lender is exempt from or entitled to a reduced
rate of United States withholding tax on payments pursuant to this Agreement or
the Notes, if any. If any Lender which is not a "United States person"
determines that it is unable to submit to the Borrower or the Administrative
Agent any form or certificate that such Lender is otherwise required to submit
pursuant to this Section 2.13, or that it is required to withdraw or cancel any
such form or certificate, or that any such form or certificate previously
submitted has otherwise become ineffective or inaccurate, such Lender shall
promptly notify the Borrower and the Administrative Agent of such fact. In
addition, if a Lender provides a form W-8 (or any successor or related form) to
the Administrative Agent and the Borrower pursuant to this Section 2.13, such
Lender shall also provide a certificate stating that such Lender is not a "bank"
within the meaning of section 881(c)(3)(A) of the Internal Revenue Code of 1986
and shall promptly notify the Administrative Agent and the Borrower if such
Lender determines that it is no longer able to provide such certification. If
the form provided by a Lender at the time such Lender first becomes a party to
this Agreement indicates a United States interest withholding tax rate in excess
of zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender provides the appropriate form certifying that a
lesser rate applies, whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such form; provided,
however, that, if at the date of the Assignment and Acceptance pursuant to which
a Lender




<PAGE>


                                       42


becomes a party to this Agreement, the Lender assignor was entitled to payments
under subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date. Upon the reasonable
request of the Borrower or the Administrative Agent, each Lender that has not
provided the forms or other documents, as provided above, on the basis of being
a United States person shall submit to the Borrower and the Administrative Agent
a certificate to the effect that it is such a "United States person" (as defined
in Section 7701(a)(30) of the Internal Revenue Code).

                  (f) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form described in Section 2.13(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which such Lender became a Lender hereunder, or if such form
otherwise is not required under the first sentence of subsection (e) above
because the Borrower has not requested in writing such form subsequent to the
date on which such Lender became a Lender hereunder), such Lender shall not be
entitled to indemnification under Section 2.13(a) or (c) with respect to Taxes
imposed by the United States; provided, however, that should a Lender become
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as the Lender shall reasonably request to
assist the Lender to recover such Taxes.

                  (g) Any Lender or Agent claiming any additional amounts
payable pursuant to this Section 2.13 shall use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  (h) Within 60 days after the written request of the Borrower,
each Lender or Agent shall execute and deliver to the Borrower such certificates
or forms as are reasonably requested by the Borrower in such request, which can
be furnished consistent with the facts and which are reasonably necessary to
assist the Borrower in applying for refunds of Taxes paid by the Borrower
hereunder or making payment of Taxes hereunder; provided, however, that no
Lender or Agent shall be required to furnish to the Borrower and financial or
other information which it considers confidential. The cost of preparing any
materials referred to in the previous sentence shall be borne by the Borrower.
If a Lender or Agent determines in good faith that it has received a refund of
any Taxes or Other Taxes with respect to which Borrower has made a payment of
additional amounts, such Lender or Agent shall pay to the Borrower an amount
that such Lender or Agent determines in good faith to be equal to the net
benefit, after tax, that was obtained by such Lender or Agent (as the case may
be) as a consequence of such refund.




<PAGE>


                                       43


                  (i) All obligations of the Borrower owed to any Designated
Lender pursuant to this Section 2.13 shall be limited to the amount that the
Borrower would be obligated to pay to such Designated Lender's applicable
Designating Lender but for such designation, as set forth in Section 8.04(e).

                  SECTION 2.14. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of Obligations owing to it (other
than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of its ratable share
of payments on account of the Obligations obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
Obligations owing to them as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them; provided, however, that
if all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.14
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                  SECTION 2.15. Use of Proceeds. The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such proceeds)
solely (a) to pay severance and other reorganization expenses in connection with
the Tender Offer and the Merger and transaction fees and expenses in connection
with the Tender Offer and the Merger and (b) for general corporate purposes
(other than for the purposes of paying the holders of Authentic Fitness Stock
the cash consideration for their shares in the Tender Offer or the Merger).

                  SECTION 2.16. Defaulting Lenders. (a) In the event that, at
any one time, (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting
Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower
shall be required to make any payment hereunder or under any other Loan Document
to or for the account of such Defaulting Lender, then the Borrower may, so long
as no Default shall occur or be continuing at such time and to the fullest
extent permitted by applicable law, set off and otherwise apply the Obligation
of the Borrower to make such payment to or for the account of such Defaulting
Lender against the Obligation of such Defaulting Lender to make such Defaulted
Advance. In the event that, on any date, the Borrower shall so set off and
otherwise apply its Obligation to make any such payment against the Obligation
of such Defaulting Lender to make any such Defaulted Advance on or prior to such
date, the amount so set off and otherwise applied by the Borrower shall
constitute for all purposes of this Agreement and the other Loan Documents an
Advance by such Defaulting Lender made on the date on which such Defaulted






<PAGE>


                                       44

Advance was originally required to have been made pursuant to Section 2.01. Such
Advance shall be a Base Rate Advance and shall be considered, for all purposes
of this Agreement, to comprise part of the Borrowing in connection with which
such Defaulted Advance was originally required to have been made pursuant to
Section 2.01, even if the other Advances comprising such Borrowing shall be
Eurodollar Rate Advances on the date such Advance is deemed to be made pursuant
to this subsection (a). The Borrower shall notify the Administrative Agent at
any time the Borrower exercises its right of set-off pursuant to this subsection
(a) and shall set forth in such notice (A) the name of the Defaulting Lender and
the Defaulted Advance required to be made by such Defaulting Lender and (B) the
amount set off and otherwise applied in respect of such Defaulted Advance
pursuant to this subsection (a). Any portion of such payment otherwise required
to be made by the Borrower to or for the account of such Defaulting Lender which
is paid by the Borrower, after giving effect to the amount set off and otherwise
applied by the Borrower pursuant to this subsection (a), shall be applied by the
Administrative Agent as specified in subsection (b) or (c) of this Section 2.16.

                  (b) In the event that, at any one time, (i) any Lender shall
be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount
to any Agent or any of the other Lenders and (iii) the Borrower shall make any
payment hereunder or under any other Loan Document to the Administrative Agent
for the account of such Defaulting Lender, then the Administrative Agent may, on
its behalf or on behalf of such other Lenders and to the fullest extent
permitted by applicable law, apply at such time the amount so paid by the
Borrower to or for the account of such Defaulting Lender to the payment of each
such Defaulted Amount to the extent required to pay such Defaulted Amount. In
the event that the Administrative Agent shall so apply any such amount to the
payment of any such Defaulted Amount on any date, the amount so applied by the
Administrative Agent shall constitute for all purposes of this Agreement and the
other Loan Documents payment, to such extent, of such Defaulted Amount on such
date. Any such amount so applied by the Administrative Agent shall be retained
by the Administrative Agent or distributed by the Administrative Agent to such
other Lenders, ratably in accordance with the respective portions of such
Defaulted Amounts payable at such time to the Administrative Agent and such
other Lenders and, if the amount of such payment made by the Borrower shall at
such time be insufficient to pay all Defaulted Amounts owing at such time to the
Administrative Agent and the other Lenders, in the following order of priority:

                  (i) first, to the Agents for any Defaulted Amount then owing
         to the Agents; and

                  (ii) second, to any other Lenders for any Defaulted Amounts
         then owing to such other Lenders, ratably in accordance with such
         respective Defaulted Amounts then owing to such other Lenders.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.16.




<PAGE>


                                       45

                  (c) In the event that, at any one time, (i) any Lender shall
be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted
Advance or a Defaulted Amount and (iii) the Borrower, any Agent or any other
Lender shall be required to pay or distribute any amount hereunder or under any
other Loan Document to or for the account of such Defaulting Lender, then the
Borrower or such other Lender shall pay such amount to the Administrative Agent
to be held by the Administrative Agent, to the fullest extent permitted by
applicable law, in escrow or the Administrative Agent shall, to the fullest
extent permitted by applicable law, hold in escrow such amount otherwise held by
it. Any funds held by the Administrative Agent in escrow under this subsection
(c) shall be deposited by the Administrative Agent in an account with the
Administrative Agent, in the name and under the control of the Administrative
Agent, but subject to the provisions of this subsection (c). The terms
applicable to such account, including the rate of interest payable with respect
to the credit balance of such account from time to time, shall be the
Administrative Agent's standard terms applicable to escrow accounts maintained
with it. Any interest credited to such account from time to time shall be held
by the Administrative Agent in escrow under, and applied by the Administrative
Agent from time to time in accordance with the provisions of, this subsection
(c). The Administrative Agent shall, to the fullest extent permitted by
applicable law, apply all funds so held in escrow from time to time to the
extent necessary to make any Advances required to be made by such Defaulting
Lender and to pay any amount payable by such Defaulting Lender hereunder and
under the other Loan Documents to any Agent or any other Lender, as and when
such Advances or amounts are required to be made or paid and, if the amount so
held in escrow shall at any time be insufficient to make and pay all such
Advances and amounts required to be made or paid at such time, in the following
order of priority:

                  (i) first, to the Agents for any amount then due and payable
         by such Defaulting Lender to the Agents hereunder;

                  (ii) second, to any other Lenders for any amount then due and
         payable by such Defaulting Lender to such other Lenders hereunder,
         ratably in accordance with such respective amounts then due and payable
         to such other Lenders; and

                  (iii) third, to the Borrower for any Advance then required to
         be made by such Defaulting Lender pursuant to a Commitment of such
         Defaulting Lender.

In the event that any Lender that is a Defaulting Lender shall, at any time,
cease to be a Defaulting Lender, any funds held by the Administrative Agent in
escrow at such time with respect to such Lender shall be distributed by the
Administrative Agent to such Lender and applied by such Lender to the
Obligations owing to such Lender at such time under this Agreement and the other
Loan Documents ratably in accordance with the respective amounts of such
Obligations outstanding at such time.

                  (d) The rights and remedies against a Defaulting Lender under
this Section 2.16 are in addition to other rights and remedies that the Borrower
may have against such Defaulting





<PAGE>


                                       46

Lender with respect to any Defaulted Advance and that any Agent or any Lender
may have against such Defaulting Lender with respect to any Defaulted Amount.

                  SECTION 2.17. Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing to
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder. The Borrower agrees
that upon notice by any Lender to the Borrower (with a copy of such notice to
the Administrative Agent) to the effect that a promissory note or other evidence
of indebtedness is required or appropriate in order for such Lender to evidence
(whether for purposes of pledge, enforcement or otherwise) the Revolving Credit
Advances owing to, or to be made by, such Lender, the Borrower shall promptly
execute and deliver to such Lender a promissory note substantially in the form
of Exhibit A-1 hereto (each a "Revolving Credit Note"), payable to the order of
such Lender in a principal amount equal to the Revolving Credit Commitment of
such Lender.

                  (b) The Register maintained by the Administrative Agent
pursuant to Section 8.07(g) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be recorded
(i) the date and amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder, and (iv)
the amount of any sum received by the Administrative Agent from the Borrower
hereunder and each Lender's share thereof.

                  (c) Entries made in good faith by the Administrative Agent in
the Register pursuant to subsection (b) above, and by each Lender in its account
or accounts pursuant to subsection (a) above, shall be prima facie evidence of
the amount of principal and interest due and payable or to become due and
payable from the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement, absent
manifest error; provided, however, that the failure of the Administrative Agent
or such Lender to make an entry, or any finding that an entry is incorrect, in
the Register or such account or accounts shall not limit or otherwise affect the
obligations of the Borrower under this Agreement.

                  SECTION 2.18. Increase in Revolving Credit Commitments. From
time to time during the period from the Effective Date until the date that is
forty (40) days after the Effective Date, additional Persons may become parties
hereto as Lenders by executing and delivering an Assumption Agreement to the
Administrative Agent which indicates the amount of Revolving Credit Commitment
of such Lender; provided that in no event shall the aggregate Revolving Credit
Commitments exceed $500,000,000. At the time an Assumption Agreement is accepted
by the Administrative Agent, (a) the new Lender party to such Assumption
Agreement shall fund its pro rata share of the aggregate outstanding Revolving
Credit Advances, (b) each existing Lender's share of the outstanding Revolving
Credit Advances shall be proportionately reduced by the amount





<PAGE>


                                       47

funded by such new Lender and (c) any such reduction of the Revolving Credit
Advances of the existing Lenders on any day other than on the last day of an
Interest Period shall be accompanied by a payment by the Borrower of all
amounts, if any, required pursuant to Section 8.04(c).


                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness. This
Agreement shall become effective on and as of the first date (the "Effective
Date") on which the following conditions precedent have been satisfied:

                  (a) All governmental and third party consents and approvals
         necessary in connection with the Loan Documents shall have been
         obtained (without the imposition of any conditions that are not
         acceptable to the Lenders) and shall remain in effect, all applicable
         waiting periods shall have expired without any action being taken by
         any competent authority and no law or regulation shall be applicable in
         the reasonable judgment of the Lenders that restrains, prevents or
         imposes materially adverse conditions on the Loan Documents.

                  (b) The Borrower shall have paid all accrued and invoiced fees
         and expenses of the Agents and the Lenders (including the accrued and
         invoiced fees and expenses of counsel to the Agents).

                  (c) On the Effective Date, the following statements shall be
         true and the Administrative Agent shall have received for the account
         of each Lender a certificate signed by a duly authorized officer of the
         Borrower, dated the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  each Loan Document are correct on and as of the Effective
                  Date, and

                           (ii) No event has occurred and is continuing that
                  constitutes a Default.

                  (d) There shall have occurred no Material Adverse Change since
         January 2, 1999, and all information provided by or on behalf of the
         Borrower to the Lenders shall be true and correct in all material
         aspects.

                  (e) There shall exist no action, suit, investigation,
         litigation or proceeding affecting any Loan Party or any of its
         Subsidiaries, including any Environmental Action, pending or threatened
         before any court, governmental agency or arbitrator that (i) purports
         to affect the legality, validity or enforceability of this Agreement,
         any other Loan Document





<PAGE>


                                       48

         or (ii) is or would be reasonably likely to have a Material Adverse
         Effect, except, in the case of this clause (ii), for any such action,
         suit, investigation, litigation or proceeding described on Schedule
         4.01(g) hereto.

                  (f) The Lenders shall be reasonably satisfied that the
         Existing 364 Day Credit Facility has been (or concurrently will be)
         prepaid, redeemed or defeased in full or otherwise satisfied and
         extinguished.

                  (g) The Lenders and the Agents shall be reasonably satisfied
         with the corporate and legal structure and capitalization of the
         Borrower and the Guarantors, including, without limitation, the charter
         and by-laws of the Borrower and the Guarantors.

                  (h) The Administrative Agent shall have received on or before
         the Effective Date the following, each dated such day, in form and
         substance satisfactory to the Administrative Agent and in sufficient
         copies for each Lender:

                           (i) A guaranty in substantially the form of Exhibit F
                  (as amended, supplemented or otherwise modified from time to
                  time in accordance with its terms, the "Group Guaranty"), duly
                  executed by Group.

                           (ii) A guaranty in substantially the form of Exhibit
                  G (together with each other guaranty delivered pursuant to
                  Section 5.01(j), in each case as amended, supplemented or
                  otherwise modified from time to time in accordance with its
                  terms, the "Subsidiary Guaranty"), duly executed by the
                  Guarantors (other than Group).

                           (iii) Certified copies of the resolutions of the
                  Board of Directors of the Borrower and each other Loan Party
                  approving this Agreement and each other Loan Document to which
                  it is or is to be a party and the transactions contemplated
                  hereby, and of all documents evidencing other necessary
                  corporate action and governmental approvals, if any, with
                  respect to this Agreement and each other Loan Document.

                           (iv) A certificate of the Secretary or an Assistant
                  Secretary of the Borrower and each other Loan Party certifying
                  the names and true signatures of the officers of the Borrower
                  and such other Loan Party authorized to sign this Agreement,
                  each other Loan Document to which they are or are to be
                  parties and the other documents to be delivered hereunder and
                  thereunder.

                           (v) If requested by any Lender, a Revolving Credit
                  Note to the order of such Lender.

                           (vi) A favorable opinion of Skadden, Arps, Slate,
                  Meagher & Flom LLP, special counsel for the Loan Parties, in
                  substantially the form of Exhibit E-1 hereto





<PAGE>


                                       49

                  with such changes as may approved by the Administrative Agent
                  and as to such other matters as any Lender through the
                  Administrative Agent may reasonably request.

                           (vii) A favorable opinion of Stanley P. Silverstein,
                  General Counsel for the Borrower, in substantially the form of
                  Exhibit E-2 hereto with such changes as may approved by the
                  Administrative Agent and as to such other matters as any
                  Lender through the Administrative Agent may reasonably
                  request.

                           (viii) A favorable opinion of Shearman & Sterling,
                  counsel for the Arrangers, in form and substance reasonably
                  satisfactory to the Arrangers.

                           (ix) The Existing Five Year Credit Agreement, in form
                  and substance satisfactory to the Arrangers, duly executed by
                  all parties required thereunder and the Trade Credit Facility,
                  in form and substance satisfactory to the Arrangers, duly
                  executed by all parties required thereunder.

                           (x) Copies of amendments to such of the other credit
                  facilities of the Borrower and Group and their respective
                  Subsidiaries which are necessary to make such facilities
                  consistent with the Existing Five Year Credit Agreement, in
                  form and substance reasonably satisfactory to the Arrangers.

                  SECTION 3.02. Conditions Precedent to Each Borrowing. The
obligation of each Lender to make an Advance (other than a Swing Line Advance
made by a Lender pursuant to Section 2.02(b)(ii)), and the right of the Borrower
to request a Swing Line Borrowing, shall be subject to the further conditions
precedent that on the date of such Borrowing (including the initial Borrowing)
the following statements shall be true (and each of the giving of the applicable
Notice of Borrowing or Notice of Swing Line Borrowing and the acceptance by the
Borrower of the proceeds of such Borrowing shall constitute a representation and
warranty by the Borrower that on the date of such Borrowing such statements are
true):

                  (a) the representations and warranties contained in each Loan
         Document are correct in all material respects on and as of the date of
         such Borrowing, before and after giving effect to such Borrowing (other
         than solely with respect to Revolving Credit Advances used to the fund
         the payment of commercial paper issued by the Borrower from time to
         time, the representation and warranties contained in Section
         4.01(f)(ii) hereof) and to the application of the proceeds therefrom,
         as though made on and as of such date other than any such
         representations or warranties that, by their terms, refer to a specific
         date other than the date of such Borrowing, in which case such
         representations and warranties shall have been correct as of such
         specific date, and

                  (b) no event has occurred and is continuing, or would result
         from such Borrowing or from the application of the proceeds therefrom,
         that constitutes a Default.





<PAGE>


                                       50

                  SECTION 3.03. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Administrative Agent responsible for the transactions contemplated by
Loan Documents shall have received notice from such Lender prior to the date
that the Borrower, by notice to the Lenders, designates as the proposed
Effective Date, specifying its objection thereto. The Administrative Agent shall
promptly notify the Lenders of the occurrence of the Effective Date.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
Each of Group and the Borrower represents and warrants as follows:

                  (a) Each Loan Party (i) is a corporation duly organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation, (ii) is duly qualified and in good
         standing as a foreign corporation in each other jurisdiction in which
         it owns or leases property or in which the conduct of its business
         requires it to so qualify or be licensed except where the failure to so
         qualify or be licensed would not have a Material Adverse Effect and
         (iii) has all requisite corporate power and authority to own or lease
         and operate its properties and to carry on its business as now
         conducted and as proposed to be conducted.

                  (b) Set forth on Schedule 4.01(b) hereto is a complete and
         accurate list of all Subsidiaries of each Loan Party, showing as of the
         date hereof (as to each such Subsidiary) whether or not such Subsidiary
         is a wholly-owned Subsidiary. Each such Subsidiary (i) is a corporation
         duly organized, a limited liability company or a trust duly formed,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation, (ii) is duly qualified and in good
         standing as a foreign corporation, limited liability company or trust
         in each other jurisdiction in which it owns or leases property or in
         which the conduct of its business requires it to so qualify or be
         licensed except where the failure to so qualify or be licensed would
         not have a Material Adverse Effect and (iii) has all requisite
         corporate power and authority to own or lease and operate its
         properties and to carry on its business as now conducted and as
         proposed to be conducted.

                  (c) The execution, delivery and performance by each Loan Party
         of this Agreement and each other Loan Document to which it is or is to
         be a party, and the consummation of the transactions contemplated
         hereby are, within such Loan Party's corporate powers, have been duly
         authorized by all necessary corporate action, and do not (i) contravene
         such Loan Party's charter or by-laws, (ii) violate any law, rule,
         regulation,





<PAGE>


                                       51

         order, writ, judgment, injunction, decree, determination or award,
         (iii) conflict with or result in the breach of, or constitute a default
         under, any contract, loan agreement, indenture, mortgage, deed of
         trust, lease or other instrument binding on or affecting any Loan
         Party, any of its Subsidiaries or any of their respective properties or
         (iv) result in or require the creation or imposition of any Lien upon
         or with respect to any of the properties of any Loan Party or any of
         its Subsidiaries. No Loan Party or any of its Subsidiaries is in
         violation of any such law, rule, regulation, order, writ, judgment,
         injunction, decree, determination or award or in breach of any such
         contract, loan agreement, indenture, mortgage, deed of trust, lease or
         other instrument, the violation or breach of which is or would be
         reasonably likely to have a Material Adverse Effect.

                  (d) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery,
         recordation, filing or performance by any Loan Party of this Agreement
         or any other Loan Document to which it is or is to be a party, or for
         the consummation of the transactions contemplated hereby.

                  (e) This Agreement has been, and each other Loan Document when
         delivered hereunder will have been, duly executed and delivered by each
         Loan Party party thereto. This Agreement is, and each other Loan
         Document when delivered hereunder will be, the legal, valid and binding
         obligation of each Loan Party party thereto, enforceable against such
         Loan Party in accordance with its terms, except as enforcement may be
         limited by applicable bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting creditors' rights generally
         and by general principles of equity (regardless of whether enforcement
         is sought in equity or at law).

                  (f) (i) The Consolidated balance sheets of Group and its
         Subsidiaries as at January 2, 1999, and the related Consolidated
         statements of operations, stockholders' equity and cash flow of Group
         and its Subsidiaries for the fiscal years then ended, accompanied by an
         opinion of PricewaterhouseCoopers LLP, independent public accountants,
         and the Consolidated balance sheet of Group and its Subsidiaries as at
         July 3, 1999, and the related Consolidated statements of operations,
         stockholders' equity and cash flow of Group and its Subsidiaries for
         the six months then ended, duly certified by the chief financial
         officer of Group, copies of which have been furnished to each Lender,
         fairly present, subject, in the case of said balance sheet as at July
         3, 1999, and said statements of operations, stockholders' equity and
         cash flow for the six months then ended, to year-end audit adjustments,
         the Consolidated financial condition of Group and its Subsidiaries as
         at such dates and the Consolidated results of the operations of Group
         and its Subsidiaries for the periods ended on such dates, all in
         accordance with generally accepted accounting principles applied on a
         consistent basis, and (ii) since January 2, 1999, there has been no
         Material Adverse Change.






<PAGE>


                                       52

                  (g) There is no action, suit, investigation, litigation or
         proceeding affecting any Loan Party or any of its Subsidiaries,
         including any Environmental Action, pending or threatened before any
         court, governmental agency or arbitrator that (i) purports to affect
         the legality, validity or enforceability of this Agreement or any other
         Loan Document or (ii) is or would be reasonably likely to have a
         Material Adverse Effect.

                  (h) No proceeds of any Advance will be used to acquire any
         equity security of a class that is registered pursuant to Section 12 of
         the Securities Exchange Act of 1934, as amended (other than (i) shares
         of capital stock of Group and (ii) to the extent applicable, in
         connection with an acquisition of a company, so long as (x) the board
         of directors of such company shall have approved such acquisition at
         the time such acquisition is first publicly announced, (y) if such
         company shall have been soliciting bids for its acquisition, the board
         of directors of such company shall not have determined either to accept
         no offer or to accept an offer other than the offer of Group or one of
         its Subsidiaries or (z) if such company shall not have been soliciting
         bids for its acquisition or if the board of directors of such company
         shall have solicited bids for its acquisition but shall have initially
         determined either to accept no offer or to accept an offer other than
         the offer of Group or one of its Subsidiaries, the existence, amount
         and availability for the acquisition of such company of the Commitments
         hereunder shall not have been disclosed, orally or in writing, to such
         company or its advisors; provided, that the public filing of this
         Agreement shall not be deemed to be disclosure of the Commitments
         hereunder to such company or its advisors, until after such time as the
         board of directors of such company shall have approved such acquisition
         by Group or one of its Subsidiaries and so long as, in any case, such
         acquisition is otherwise permitted hereunder).

                  (i) Neither any Loan Party nor any of its Subsidiaries is an
         "investment company," or an "affiliated person" of, or "promoter" or
         "principal underwriter" for, an "investment company," as such terms are
         defined in the Investment Company Act of 1940, as amended. Neither the
         making of any Advances, nor the application of the proceeds or
         repayment thereof by the Borrower, nor the consummation of the other
         transactions contemplated hereby, will violate any provision of such
         Act or any rule, regulation or order of the Securities and Exchange
         Commission thereunder.

                  (j) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying Margin Stock, and no
         proceeds of any Advance will be used to purchase or carry any Margin
         Stock or to extend credit to others for the purpose of purchasing or
         carrying any Margin Stock except for shares of capital stock of Group
         and Authentic Fitness and as otherwise permitted in Section 4.01(h).

                  (k) For any date on or before December 31, 1999, the Borrower
         has, and as soon as practicable after the Control Date, Authentic
         Fitness will have (i) initiated a review and assessment of all areas
         within its and each of its Subsidiaries' business and operations
         (including those affected by suppliers, vendors and customers) that
         could be adversely





<PAGE>


                                       53

         affected by the risk that computer applications used by such Person or
         any of its Subsidiaries (or suppliers, vendors and customers) may be
         unable to recognize and perform properly date-sensitive functions
         involving certain dates prior to and any date after December 31, 1999
         (the "Year 2000 Problem"), (ii) developed a plan and timetable for
         addressing the Year 2000 problem on a timely basis and (iii) to date,
         implemented that plan in accordance with such timetable. Based on the
         foregoing, each such Person believes that all of its computer
         applications that are material to its or any of its Subsidiaries'
         business and operations are reasonably expected on a timely basis to be
         able to perform properly date-sensitive functions for all dates before
         and after January 1, 2000, except to the extent that a failure to do so
         could not reasonably be expected to have a Material Adverse Effect.


                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, Group and
the Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders, such compliance to include,
         without limitation, compliance with ERISA and Environmental Laws,
         except where the failure so to comply would not have a Material Adverse
         Effect.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, would reasonably be likely to by law become a Lien
         upon its property; provided, however, that neither Group nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being
         maintained, unless and until any Lien resulting therefrom attaches to
         its property and becomes enforceable against its other creditors so
         long as any such amount, when taken together with any amount required
         to be paid as described in clause (b) of the definition of "Permitted
         Liens", shall not exceed $10 million.

                  (c) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which it or
         such Subsidiary operates.






<PAGE>


                                       54

                  (d) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its corporate existence, rights (charter and statutory) and franchises;
         provided, however, that Group and its Subsidiaries may consummate the
         Merger and any other merger, consolidation or voluntary dissolution or
         liquidation permitted under Section 5.02(b).

                  (e) Visitation Rights. At any reasonable time and from time to
         time, permit any Agent or any of the Lenders or any agents or
         representatives thereof, upon reasonable notice to the Borrower to
         examine and make copies of and abstracts from the records and books of
         account of, and visit the properties of, the Borrower and any of its
         Subsidiaries, and to discuss the affairs, finances and accounts of the
         Borrower and any of its Subsidiaries with any of their officers or
         directors and with their independent certified public accountants.

                  (f) Keeping of Books. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account, in which full and correct
         entries shall be made of all financial transactions and the assets and
         business of the Borrower and each such Subsidiary in accordance with
         generally accepted accounting principles in effect from time to time.

                  (g) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are used or useful in the conduct of its business in
         good working order and condition, ordinary wear and tear excepted.

                  (h) Transactions with Affiliates. Conduct, and cause each of
         its Subsidiaries to conduct, other than with respect to transactions
         among Group and/or its wholly owned Subsidiaries, all transactions
         otherwise permitted under the Loan Documents with any of their
         Affiliates on terms that are no less favorable to Group or such
         Subsidiary than it would obtain in a comparable arm's-length
         transaction with a Person not an Affiliate, provided, however, that the
         foregoing restriction shall not apply to transactions pursuant to any
         agreement referred to in Section 5.02(a)(ii), and provided further that
         the Borrower shall not engage in any transaction with any such
         Subsidiary that would render such Subsidiary insolvent or cause a
         default under, or a breach of, any material contract to which such
         Subsidiary is a party.

                  (i) Reporting Requirements. Furnish to the Lenders (and for
         purposes hereof, any Designated Lender shall be deemed to have received
         the following information from its Designating Lender):

                           (i) as soon as available and in any event within 50
                  days after the end of each of the first three quarters of each
                  Fiscal Year, Consolidated balance sheets of Group and its
                  Subsidiaries as of the end of such quarter and Consolidated
                  statements of income and Consolidated statements of cash flows
                  of Group and its Subsidiaries





<PAGE>


                                       55

                  for the period commencing at the end of the previous fiscal
                  year and ending with the end of such quarter, duly certified
                  (subject to year-end audit adjustments) by the chief financial
                  officer of the Borrower as having been prepared in accordance
                  with generally accepted accounting principles and a
                  certificate of the chief financial officer of Group as to
                  compliance with the terms of this Agreement and setting forth
                  in reasonable detail the calculations necessary to demonstrate
                  compliance with Section 5.03, provided that in the event of
                  any change in GAAP used in the preparation of such financial
                  statements, the Borrower shall also provide, if necessary for
                  the determination of compliance with Section 5.03, a statement
                  of reconciliation conforming such financial statements to
                  GAAP;

                           (ii) as soon as available and in any event within 95
                  days after the end of each Fiscal Year of Group, a copy of the
                  annual audit report for such year for Group and its
                  Subsidiaries, containing Consolidated balance sheet of Group
                  and its Subsidiaries as of the end of such fiscal year and
                  Consolidated statements of income and cash flows of the
                  Borrower and its Subsidiaries for such Fiscal Year, in each
                  case accompanied by an opinion acceptable to the Required
                  Lenders by any Approved Accounting Firm or by other
                  independent public accountants acceptable to the Required
                  Lenders, and a certificate of the chief financial officer or
                  Group as to compliance with the terms of this Agreement
                  setting forth in reasonable detail the calculations necessary
                  to demonstrate compliance with Section 5.03, provided that in
                  the event of any change in GAAP used in the preparation of
                  such financial statements, the Borrower shall also provide, if
                  necessary for the determination of compliance with Section
                  5.03, a statement of reconciliation conforming such financial
                  statements to GAAP;

                           (iii) as soon as possible and in any event within two
                  Business Days after the occurrence of each Default continuing
                  on the date of such statement, a statement of the chief
                  financial officer of the Borrower setting forth details of
                  such Default and the action that the Borrower has taken and
                  proposes to take with respect thereto;

                           (iv) promptly after the sending or filing thereof,
                  copies of all reports that the Borrower sends to any of its
                  security holders generally, and copies of all reports and
                  registration statements that Group or any Subsidiary files
                  with the Securities and Exchange Commission or any national
                  securities exchange;

                           (v) promptly after the commencement thereof, notice
                  of all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Borrower or any of its
                  Subsidiaries of the type described in Section 4.01(g);






<PAGE>


                                       56

                           (vi) within five Business Days after receipt thereof
                  by any Loan Party, copies of each notice from S&P or Moody's
                  indicating any change in the Debt Rating; and

                           (vii) such other information respecting the Borrower
                  or any of its Subsidiaries as any Lender through the
                  Administrative Agent may from time to time reasonably request.

                  (j) Covenant to Guarantee Obligations. At such time as any new
         direct or indirect Domestic Subsidiary that is a Material Subsidiary
         (including, without limitation, Authentic Fitness and its Subsidiaries
         as required by Section 5.01(k) below) is formed or acquired, cause such
         new Subsidiary that is a wholly owned Subsidiary to (i) within 30 days
         thereafter or such later time as the Borrower and the Administrative
         Agent shall agree (but in any event no later than 30 additional days
         thereafter), duly execute and deliver to the Administrative Agent
         guarantees, in substantially the form of Exhibit H and otherwise in
         form and substance reasonably satisfactory to the Administrative Agent,
         guaranteeing the Borrower's Obligations under the Loan Documents,
         provided, however, that the foregoing shall not apply to (A) Excluded
         Subsidiaries, (B) joint ventures or (C) any Subsidiary organized solely
         for the purpose of entering into any agreements and transactions
         referred to in Section 5.02(a)(ii) to the extent that such agreements
         require that such Subsidiary not be a Guarantor hereunder, and (ii)
         within 30 days after the delivery of such guarantees or such later time
         as the Borrower and the Administrative Agent shall agree (but in any
         event no later than 30 additional days thereafter), deliver to the
         Administrative Agent a signed copy of a favorable opinion, addressed to
         the Administrative Agent, of counsel for the Loan Parties acceptable to
         the Administrative Agent as to the documents contained in clause (i)
         above, as to such guarantees being legal, valid and binding obligations
         of such Subsidiaries enforceable in accordance with their terms and as
         to such other matters as the Administrative Agent may reasonably
         request.

                  (k) Consummation of Merger. If there is a Tender Offer, cause
         the Merger to be consummated in compliance with all applicable laws and
         regulations as soon as practicable after consummation of the Tender
         Offer and cause Authentic Fitness and its Subsidiaries to become a
         Guarantor pursuant to Section 5.01(j) as soon as practicable and, in
         any event, within 30 days after consummation of the Merger.

                  (l) Authentic Fitness. As soon as practicable after
         consummation of the Merger, cause the commitments under all Existing
         Debt of Authentic Fitness and its Subsidiaries (other than Debt of
         Authentic Fitness and its Subsidiaries that become Obligations under
         the Trade Credit Facility) to be terminated and all such indebtedness
         to be repaid in full.






<PAGE>


                                       57

                  SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, neither Group
nor the Borrower will at any time:

                  (a) Liens, Etc. Create or suffer to exist, or permit any of
         its Subsidiaries to create, incur, assume or suffer to exist, any Lien
         on or with respect to any of its properties of any character, whether
         now owned or hereafter acquired, or assign, or permit any of its
         Subsidiaries to assign, any right to receive income, other than:

                           (i)  Permitted Liens,

                           (ii) Liens on receivables of any kind (and in
                  property securing or otherwise supporting such receivables) in
                  connection with agreements for limited recourse sales or
                  financings by the Borrower or any of its Subsidiaries or by
                  Designer Holdings or any of its Subsidiaries for cash of such
                  receivables or interests therein, provided that (A) any such
                  agreement is of a type and on terms customary for comparable
                  transactions in the good faith judgment of the Board of
                  Directors of Group and (B) such agreement does not create any
                  interest in any asset other than receivables (and property
                  securing or otherwise supporting such receivables), related
                  general intangibles and proceeds of the foregoing,

                           (iii) other Liens securing Debt, including Liens
                  incurred pursuant to subsection (v) below, in an aggregate
                  principal amount outstanding at any time not to exceed 10% of
                  Consolidated Tangible Assets of Group and its Subsidiaries at
                  such time; provided that Liens securing Debt of Authentic
                  Fitness Products Inc. under credit facilities existing on the
                  date that Authentic Fitness becomes a Subsidiary of the
                  Borrower are expressly permitted until the consummation of the
                  acquisition of 100% of the capital stock of Authentic Fitness,

                           (iv) Liens arising from covenants by the Borrower or
                  its Subsidiaries to grant security interests in the assets of
                  Warnaco of Canada Limited or its Subsidiaries (the "Canadian
                  Subsidiaries") to secure Debt of the Canadian Subsidiaries in
                  the event that the Lenders hereunder or lenders under the
                  Existing Five Year Credit Agreement, the New 364 Day Credit
                  Agreement or the Trade Credit Facility are granted Liens by
                  Group or its Subsidiaries in their respective assets to secure
                  the Obligations under the Loan Documents, the Existing Five
                  Year Credit Agreement, the New 364 Day Credit Agreement or the
                  Trade Credit Facility, as the case may be, and

                           (v) Liens on Margin Stock.




<PAGE>


                                       58

                  (b) Mergers, Etc. Merge into or consolidate with any Person or
         permit any Person to merge into it, or permit any of its Subsidiaries
         (other than Excluded Subsidiaries) to do so or to voluntarily
         liquidate, except that:

                           (i) the Borrower or the Purchaser and Authentic
                  Fitness may consummate the Merger;

                           (ii) any Subsidiary of Group may merge into or
                  consolidate with any other Subsidiary of Group, provided that
                  if any such Subsidiary is a Domestic Subsidiary of Group, the
                  person formed thereby shall be a direct or indirect wholly
                  owned Domestic Subsidiary of Group;

                           (iii) any Subsidiary of Group may merge into or
                  consolidate with any other Person pursuant to an acquisition,
                  provided that, if any such Subsidiary is a Domestic Subsidiary
                  of Group, the Person formed thereby shall be a direct or
                  indirect wholly owned Domestic Subsidiary of Group;

                           (iv) any Domestic Subsidiary of Group may merge into
                  or consolidate with Group;

                           (v) the Borrower may merge into or consolidate with
                  any other Person so long as the Borrower is the surviving
                  corporation; and

                           (vi) any Subsidiary of Group may voluntarily
                  liquidate and distribute its assets to Group or any direct or
                  indirect wholly owned Domestic Subsidiary of Group, provided,
                  in each case, that no Default shall have occurred and be
                  continuing at the time of such proposed transaction or would
                  result therefrom.

                  (c) Debt. Create, incur, assume or suffer to exist, or permit
         any of its Subsidiaries (other than Excluded Subsidiaries) to create,
         incur, assume or suffer to exist, any Debt if after giving effect
         thereto the Borrower shall fail to be in compliance with each of the
         covenants set forth in Section 5.03.

                  (d) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
         dispose of, or permit any of its Subsidiaries to sell, lease, transfer
         or otherwise dispose of, any assets, or grant any option or other right
         to purchase, lease or otherwise acquire any assets, except:

                           (i) sales of inventory in the ordinary course of its
                  business;

                           (ii) sales, leases, transfers or other disposals of
                  assets, or grants of any option or other right to purchase,
                  lease or otherwise acquire assets, following the Effective
                  Date for fair value (valued at the time of any such sale,
                  lease, transfer or





<PAGE>


                                       59

                  other disposal), in an aggregate amount in each Fiscal Year
                  not to exceed 20% per annum of the Consolidated total assets
                  of Group and its Subsidiaries as valued at the end of the
                  preceding Fiscal Year of the Borrower, and the fair value of
                  such assets shall have been determined in good faith by the
                  Board of Directors of Group;

                           (iii) sales of assets on terms customary for
                  comparable transactions in the good faith judgment of the
                  Board of Directors of Group pursuant to agreements referred to
                  in Section 5.02(a)(ii);

                           (iv) transfers of assets between Group and its
                  Subsidiaries;

                           (v) sales of assets listed on Schedule 5.02(d)
                  hereto;

                           (vi) sales of assets and properties of Group and its
                  Subsidiaries in connection with sale-leaseback transactions
                  otherwise permitted hereunder (including, without limitation,
                  under Section 5.02(c));

                           (vii) the sale or discount of accounts (A) owing by
                  Persons incorporated, residing or having their principal place
                  of business in the United States in an aggregate amount not
                  exceeding $10,000,000 in face amount per calendar year or (B)
                  that are past due by more than 90 days, provided that the sale
                  or discount of such accounts is in the ordinary course of
                  Group's business and consistent with prudent business
                  practices;

                           (viii) the licensing of trademarks and trade names by
                  Group or any of its Subsidiaries in the ordinary course of its
                  business, provided that such licensing takes place on an
                  arm's-length basis;

                           (ix) the rental by Group and its Subsidiaries, as
                  lessors, in the ordinary course of their respective
                  businesses, on an arm's-length basis, of real property and
                  personal property, in each case under leases (other than
                  Capitalized Leases); and

                           (x) sales of Margin Stock for fair value as
                  determined in good faith by the Board of Directors of Group.

                  (e) Authentic Fitness. From and after the Control Date and
         prior to the date that Authentic Fitness becomes a wholly-owned
         Subsidiary, permit Authentic Fitness to (i) issue any securities,
         rights or options or (ii) declare or make any dividends or
         distributions to the holders of Authentic Fitness Stock, except, in
         each case, as contemplated by the terms of either or both of the Tender
         Offer and the Merger and otherwise except to the extent any such
         transactions are entered into and performed in the ordinary course of
         Authentic Fitness's





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                                       60

         business as previously conducted and necessary for the prudent
         operation of Authentic Fitness's business.

                  (f) Nature of Business. Make, or permit any of its
         Subsidiaries to make, (A) except as otherwise permitted pursuant to
         subsection (B) below, any change in the nature of its business as
         carried on at the date hereof in a manner materially adverse to the
         Agents and the Lenders or (B) any investments (except Investments in a
         net aggregate amount (after giving effect to any dividends or other
         returns of capital) invested from the date hereof not to exceed
         $100,000,000) other than in apparel manufacturing or wholesaling
         businesses or apparel accessories manufacturing or wholesaling
         businesses or in related retail businesses, provided that, on an annual
         basis, at least 51% of the revenue of Group and its Subsidiaries on a
         Consolidated basis is derived from apparel manufacturing or wholesaling
         businesses or apparel accessories manufacturing or wholesaling
         businesses.

                  (g) Accounting Changes. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in accounting policies
         (except as required or permitted by the Financial Accounting Standards
         Board or generally accepted accounting principles), reporting practices
         or Fiscal Year.

                  SECTION 5.03. Financial Covenants. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, Group
and the Borrower will:

                  (a) Leverage Ratio. Maintain, at the end of each Fiscal
         Quarter, a ratio of (x) Indebtedness for Borrowed Money to (y)
         Consolidated EBITDA of Group and its Subsidiaries for the preceding
         four Fiscal Quarters of not more than 3.25 to 1.0; provided that if the
         Tender Offer is consummated, such ratio shall not be more than 3.75 to
         1.0 for each Fiscal Quarter ending on or before September 30, 2000,
         3.50 to 1.0 for each Fiscal Quarter ending on or about December 31,
         2000 through the Fiscal Quarter ending on or about September 30, 2001,
         and 3.25 to 1.0 for each Fiscal Quarter thereafter.

                  (b) Coverage Ratio. Maintain, as of the end of each Fiscal
         Quarter, a ratio of Consolidated EBITDA of Group and its Subsidiaries
         for the four consecutive Fiscal Quarters then ended to Consolidated
         Interest Expense of Group and its Subsidiaries for such period of not
         less than 3.00:1.00.







<PAGE>


                                        61

                                    ARTICLE VI

                                 EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
         Advance when the same becomes due and payable; or the Borrower or any
         other Loan Party shall fail to pay any interest on any Advance or make
         any other payment of fees or other amounts payable under any Loan
         Document within three Business Days after the same becomes due and
         payable; or

                  (b) Any representation or warranty made by any Loan Party (or
         any of its officers) under or in connection with any Loan Document
         shall prove to have been incorrect in any material respect when made;
         or

                  (c) (i) Group or the Borrower shall fail to perform or observe
         any term, covenant or agreement contained in Section 5.01(d), (j) or
         (k), 5.02 or 5.03, or (ii) any Loan Party shall fail to perform or
         observe any other term, covenant or agreement contained in any Loan
         Document on its part to be performed or observed if such failure shall
         remain unremedied for 30 days (A) after written notice thereof shall
         have been given to the Borrower by any Agent or any Lender or (B) after
         any officer of the Borrower obtains knowledge thereof; or

                  (d) Any Loan Party or any of its Subsidiaries shall fail to
         pay any principal of or premium or interest on any Debt under the Trade
         Credit Facility or other Debt that is outstanding in a principal or
         notional amount of at least $20,000,000 in the aggregate (but excluding
         Debt outstanding hereunder) of such Loan Party or such Subsidiary (as
         the case may be), when the same becomes due and payable (whether by
         scheduled maturity, required prepayment, acceleration, demand or
         otherwise), and such failure shall continue after the applicable grace
         period, if any, specified in the agreement or instrument relating to
         such Debt; or any other event shall occur or condition shall exist
         under any agreement or instrument relating to any such Debt and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such event or condition is to
         accelerate, or to permit the acceleration of, the maturity of such
         Debt; or any such Debt shall be declared to be due and payable, or
         required to be prepaid or redeemed (other than by a regularly scheduled
         required prepayment or redemption or other than as a result of any
         event which provides cash to such Loan Party in an amount sufficient to
         satisfy such redemption or prepayment), purchased or defeased, or an
         offer to prepay, redeem, purchase or defease such Debt shall be
         required to be made, in each case prior to the stated maturity thereof;
         or






<PAGE>


                                       62

                  (e) Group, the Borrower or any of their Material Subsidiaries
         (or any group of Subsidiaries which, in the aggregate, would constitute
         a Material Subsidiary) shall generally not pay its debts as such debts
         become due, or shall admit in writing its inability to pay its debts
         generally, or shall make a general assignment for the benefit of
         creditors; or any proceeding shall be instituted by or against any
         Group, the Borrower or any of their Subsidiaries (or any group of
         Subsidiaries which, in the aggregate, would constitute a Material
         Subsidiary) seeking to adjudicate it a bankrupt or insolvent, or
         seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief, or composition of it or its debts under
         any law relating to bankruptcy, insolvency or reorganization or relief
         of debtors, or seeking the entry of an order for relief or the
         appointment of a receiver, trustee, custodian or other similar official
         for it or for any substantial part of its property and, in the case of
         any such proceeding instituted against it (but not instituted by it),
         either such proceeding shall remain undismissed or unstayed for a
         period of 30 days, or any of the actions sought in such proceeding
         (including, without limitation, the entry of an order for relief
         against, or the appointment of a receiver, trustee, custodian or other
         similar official for, it or for any substantial part of its property)
         shall occur; or such Loan Party or any of its Subsidiaries shall take
         any corporate action to authorize any of the actions set forth above in
         this subsection (e); or

                  (f) Any judgment or order for the payment of money in excess
         of $20,000,000 shall be rendered against any Loan Party or any of its
         Subsidiaries and either (i) enforcement proceedings shall have been
         commenced by any creditor upon such judgment or order or (ii) there
         shall be any period of 10 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect unless the payment of such judgment
         or order is covered by insurance and such insurance coverage is not in
         dispute; or

                  (g) Any non-monetary judgment or order shall be rendered
         against any Loan Party or any of its Subsidiaries that could be
         reasonably expected to have a Material Adverse Effect, and there shall
         be any period of 10 consecutive days during which a stay of enforcement
         of such judgment or order, by reason of a pending appeal or otherwise,
         shall not be in effect; or

                  (h) any provision of any Loan Document, after delivery thereof
         pursuant to Section 3.01 or 5.01(j), shall for any reason cease to be
         valid and binding on or enforceable against any Loan Party party to it,
         or any such Loan Party shall so state in writing; or

                  (i) (A) Group shall at any time cease to have legal and
         beneficial ownership of 100% of the capital stock of the Borrower
         (except if such parties shall merge); or (B) any Person, or two or more
         Persons acting in concert, shall have acquired beneficial ownership
         (within the meaning of Rule 13d-3 of the Securities and Exchange
         Commission under the Securities Exchange Act of 1934), directly or
         indirectly, of Voting Stock of Group (or other





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                                       63

         securities convertible into such Voting Stock) representing 25% or more
         of the combined voting power of all Voting Stock of Group (other than
         Excluded Persons); or (C) any Person, or two or more Persons acting in
         concert shall have acquired by contract or otherwise, or shall have
         entered into a contract or arrangement that, upon consummation, will
         result in its or their acquisition of, the power to exercise, directly
         or indirectly, a controlling influence over the management or policies
         of Group, or control over Voting Stock of Group (or other securities
         convertible into such securities) representing 25% or more of combined
         voting power of all Voting Stock of Group (other than Excluded
         Persons); or (D) Linda J. Wachner (or, in the case of her death or
         disability, another officer or officers of comparable experience and
         ability selected by the Borrower within 180 days thereafter after
         consultation with the Administrative Agent) shall cease to be Chairman
         and Chief Executive Officer of Group and the Borrower); or

                  (j) Any Loan Party or any of its ERISA Affiliates shall incur,
         or shall be reasonably likely to incur, liability in excess of
         $20,000,000 in the aggregate as a result of one or more of the
         following: (i) the occurrence of any ERISA Event; (ii) the partial or
         complete withdrawal of such Loan Party or any of its ERISA Affiliates
         from a Multiemployer Plan; or (iii) the reorganization or termination
         of a Multiemployer Plan;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Advances (other than Swing Line
Advances by a Lender pursuant to Section 2.02(b)(ii)) to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Advances, all interest thereon and all other amounts payable under
this Agreement and the other Loan Documents to be forthwith due and payable,
whereupon the Advances, all such interest and all such amounts shall become and
be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower;
provided, however, that in the event of an actual or deemed entry of an order
for relief with respect to any Loan Party or any of its Material Subsidiaries
(or any group of Subsidiaries which, in the aggregate, would constitute a
Material Subsidiary) under the Federal Bankruptcy Code, (x) the obligation of
each Lender to make Advances (other than Swing Line Advances by a Lender
pursuant to Section 2.02(b)(ii)) shall automatically be terminated and (y) the
Advances, all such interest and all such amounts shall automatically become and
be due and payable, without presentment, demand, protest or any notice of any
kind, all of which are hereby expressly waived by the Borrower.





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                                   ARTICLE VII

                                   THE AGENTS

                  SECTION 7.01. Authorization and Action. Each Lender hereby
appoints and authorizes each Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement and the other
Loan Documents as are delegated to such Agent by the terms hereof, together with
such powers and discretion as are reasonably incidental thereto. As to any
matters not expressly provided for by this Agreement and the other Loan
Documents (including, without limitation, enforcement or collection of the
Notes, if any), each Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Required Lenders, and such instructions shall be binding
upon all Lenders and all holders of Notes; provided, however, that no Agent
shall be required to take any action that exposes such Agent to personal
liability or that is contrary to this Agreement or applicable law. Each Agent
agrees to give to each Lender prompt notice of each notice given to it by the
Borrower pursuant to the terms of this Agreement.

                  SECTION 7.02. Agents' Reliance, Etc. None of the Agents nor
any of their directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement and the other Loan Documents, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, each Agent: (i) may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assignment and Acceptance
entered into by the Lender that is the payee of such Note, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult
with legal counsel (including counsel for any Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement and the other Loan Documents; (iv) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement and the other Loan
Documents on the part of any Loan Party or to inspect the property (including
the books and records) of any Loan Party; (v) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of or the other Loan Documents or any other instrument or
document furnished pursuant hereto; and (vi) shall incur no liability under or
in respect of this Agreement or the other Loan Documents by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram or telex) believed by it to be genuine and signed or sent
by the proper party or parties.

                  SECTION 7.03. Scotiabank, Citibank, SocGen, Commerzbank, Bank
of America, DKB and Affiliates. With respect to its Commitment, the Advances
made by it and any Notes issued





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                                       65

to it, each of Scotiabank, Citibank, SocGen, Commerzbank, Bank of America and
DKB shall have the same rights and powers under this Agreement and the other
Loan Documents as any other Lender and may exercise the same as though it were
not an Agent; and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated, include Scotiabank, Citibank, SocGen, Commerzbank, Bank of
America and DKB in their individual capacities. Each of Scotiabank, Citibank,
SocGen, Commerzbank, Bank of America and DKB and their Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, any Loan Party, any of its Subsidiaries and any Person who may do business
with or own securities of any Loan Party or any such Subsidiary, all as if
Scotiabank, Citibank, SocGen, Commerzbank, Bank of America and DKB were not
Agents and without any duty to account therefor to the Lenders.

                  SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon any Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05. Indemnification. Each Lender (other than the
Designated Lenders which have only Competitive Bid Advances outstanding) agrees
to indemnify each Agent (to the extent not reimbursed by the Borrower), ratably
according to the respective principal amounts of the Advances then owed to each
of them (or if no Advances are at the time outstanding or if any Advances are
owed to Persons that are not Lenders, ratably according to the respective
amounts of their Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against such Agent in any way relating to or
arising out of this Agreement or the other Loan Documents or any action taken or
omitted by such Agent under this Agreement or the other Loan Documents, provided
that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent's gross negligence or willful misconduct;
and provided further that no Designated Lender shall be liable for any payment
under this Section 7.05 so long as, and to the extent that, its Designating
Lender makes such payments on its behalf. The Borrower, the Agents and the other
Lenders shall continue to deal solely and directly with the Designating Lender
in connection with the Designated Lender's rights and obligations under this
Agreement. Without limitation of the foregoing, each Lender (other than the
Designated Lenders which have only Competitive Bid Advances outstanding) agrees
to reimburse each Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by such Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in





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                                       66

respect of rights or responsibilities under, this Agreement and the other Loan
Documents, to the extent that such Agent is not reimbursed for such expenses by
the Borrower.

                  SECTION 7.06. Successor Agents. Any Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent with the approval of the Borrower. If no successor Agent shall
have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which
shall be a commercial bank organized under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Agreement.


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that (a) no amendment, waiver or consent shall, unless
in writing and signed by all the Lenders (other than the Designated Lenders and
other than any Lender which is, at such time, a Defaulting Lender), do any of
the following at any time: (i) waive any of the conditions specified in Section
3.01 or, in the case of the initial Borrowing, Section 3.02, (ii) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
Advances, or the number of Lenders, that shall be required for the Lenders or
any of them to take any action hereunder, (iii) release any Material Guarantor,
or (iv) amend this Section 8.01, (b) no amendment, waiver or consent shall,
unless in writing and signed by the Required Lenders and each Lender affected by
such amendment, waiver or consent (other than the Designated Lenders and other
than any Lender which is, at such time, a Defaulting Lender), (i) reduce the
principal of, or interest on, the Advances owed to such Lender or any fees or
other amounts payable hereunder to such Lender or (ii) postpone any date fixed
for any payment of principal of, or interest on, the Advances owed to such
Lender or any fees or other amounts payable hereunder to such Lender and (c) no





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                                       67

amendment, waiver or consent shall, unless in writing and signed by the Required
Lenders and each affected Lender (other than the Designated Lenders and other
than any Lender which is, at such time, a Defaulting Lender), increase the
Commitments of such Lender or subject such Lender to any additional obligations;
provided further, that no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Bank in addition to the Lenders required above to
take such action, affect the rights and obligations of the Swing Line Bank under
this Agreement; provided further, that no amendment, waiver or consent shall,
unless in writing and signed by an Agent in addition to the Lenders required
above to take such action, affect the rights or duties of such Agent under this
Agreement. Each Designating Lender shall act as its Designated Lender's agent
and attorney in fact and exercise on behalf of its Designated Lender all rights,
if any, to vote and to grant and make approvals, waivers, consents or waivers in
accordance with this Section 8.01. The Borrower, the Agents and the other
Lenders shall continue to deal solely and directly with the Designating Lender
in connection with the Designated Lender's rights and obligations under this
Agreement. Any request by any Loan Party for an amendment or waiver of any
provision of any Loan Document shall be made by such Loan Party by giving a
written request therefor to the Administrative Agent.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy, telex or cable communication) and mailed, telegraphed,
telecopied, telexed, cabled or delivered, if to the Borrower, at its address at
90 Park Avenue, New York, New York 10016, Attention: Chief Financial Officer,
with a copy to General Counsel; if to any Initial Lender or Agent, at its
Domestic Lending Office specified opposite its name on Schedule I hereto, if to
any other Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other parties. All such notices and communications shall, when mailed,
telegraphed, telecopied, telexed or cabled, be effective when deposited in the
mails, delivered to the telegraph company, transmitted by telecopier, confirmed
by telex answerback or delivered to the cable company, respectively, except that
notices and communications to an Agent pursuant to Article II, III or VII shall
not be effective until received by such Agent. Delivery by telecopier of an
executed counterpart of any amendment or waiver of any provision of this
Agreement or of any Exhibit hereto to be executed and delivered hereunder shall
be effective as delivery of a manually executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender or Agent to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.

                  SECTION 8.04. Costs and Expenses. (a) Group and the Borrower
agree to pay on demand (i) all reasonable costs and expenses (other than taxes,
including interest, additions to tax and penalties relating thereto, except to
the extent that the same are required to be paid pursuant to





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                                       68

Section 2.13 hereof) of the Agents in connection with the preparation,
execution, delivery, administration, modification and amendment of the Loan
Documents (including, without limitation, (A) all due diligence, syndication
(including printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, audit, insurance, consultant, search, filing and
recording fees and all other out-of-pocket expenses and (B) the reasonable fees
and expenses of counsel for the Agents with respect thereto, with respect to
advising the Agents as to their respective rights and responsibilities, or the
protection or preservation of rights or interests, under the Loan Documents,
with respect to negotiations with any Loan Party or with other creditors of any
Loan Party or any of its Subsidiaries arising out of any Default or any events
or circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally, and any
proceeding ancillary thereto) and (ii) all reasonable costs and expenses (other
than taxes, including interest, additions to tax and penalties relating thereto,
except to the extent that the same are required to be paid pursuant to Section
2.13 hereof) of the Agents and the Lenders in connection with the enforcement of
the Loan Documents, whether in any action, suit or litigation, any bankruptcy,
insolvency or other similar proceeding affecting creditors' rights generally or
otherwise (including, without limitation, the reasonable fees and expenses of
counsel for the Agents and each Lender with respect thereto).

                  (b) Group and the Borrower agree to indemnify and hold
harmless each of the Agents and each Lender (other than any Designated Lender to
the extent such indemnification obligation exceeds that which the Borrower would
owe to its Designating Lender) and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "Indemnified Party") from
and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel, but
other than taxes, including interest, additions to tax and penalties relating
thereto, except to the extent that the same are required to be paid pursuant to
Section 2.13 hereof) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of, or in connection with the preparation for a defense of, any
investigation, litigation or proceeding arising out of, related to or in
connection with (i) the Facility or the actual or proposed use of the proceeds
of the Advances or (ii) the actual or alleged presence of Hazardous Materials on
any property of the Borrower or any of its Subsidiaries or any Environmental
Action relating in any way to the Borrower or any of its Subsidiaries, in each
case whether or not such investigation, litigation or proceeding is brought by
the Borrower, its directors, shareholders or creditors or an Indemnified Party
or any other Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby, the Tender Offer or the
Merger are consummated, except to the extent such claim, damage, loss, liability
or expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. The Borrower also agrees not to assert any claim against any
Agent, any Lender, any of their Affiliates, or any of their respective
directors, officers, employees, attorneys and agents, on any theory of
liability, for special, indirect, consequential or punitive damages arising out
of or otherwise relating to this Agreement, any of the transactions contemplated
herein, the Tender Offer,





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                                       69

the Merger or the actual or proposed use of the proceeds of the Advances, except
in the event of gross negligence or willful misconduct on the part of such
Agent, Lender or Affiliate.

                  (c) If any payment of principal of any Eurodollar Rate Advance
or LIBO Rate Advance, or any Conversion of any Eurodollar Rate Advance, is made
by the Borrower to or for the account of a Lender other than on the last day of
the Interest Period for such Advance, as a result of a payment or Conversion
pursuant to Section 2.06, 2.09 or 2.11, acceleration of the maturity of the
Advances pursuant to Section 6.01 or for any other reason, the Borrower shall,
upon demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss (excluding loss of anticipated profits
and taxes, including interest, additions to tax and penalties relating thereto,
except to the extent that the same are required to be paid pursuant to Section
2.12 hereof), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance; provided, however, that notwithstanding any of the
foregoing, the Borrower shall not be required to compensate any Designated
Lender for any losses, costs or expenses to the extent such amounts exceed that
which the Borrower would owe to its Designating Lender, but for such
designation.

                  (d) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in Sections 2.10, 2.13 and 8.04 and the agreements and obligations of
any Lender or Agent contained in Section 2.13 shall survive the payment in full
of principal, interest and all other amounts payable hereunder.

                  (e) Notwithstanding anything to the contrary, neither the
designation of any Designated Lender, any Advance made by any Designated Lender,
nor any other condition or circumstance relating to any Designated Lender shall
increase (i) any obligations or liabilities of the Borrower hereunder,
including, without limitation, pursuant to Section 2.10, 2.11, 2.13 or this
Section 8.04, or (ii) any obligations or liabilities of the Borrower under any
Loan Documents, in each case, as compared with any obligations or liabilities
which would arise if the Designating Lender were the Lender for all purposes and
had not otherwise appointed a Designated Lender.

                  SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Section 6.01, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or such Affiliate to or for the credit or the account
of the Borrower against any and all of the Obligations of the Borrower now or
hereafter existing under this Agreement and any Note held by such Lender,
whether or not such Lender shall have made any demand under this Agreement or
such Note, if any, and although such obligations





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                                       70

may be unmatured. Each Lender agrees promptly to notify the Borrower after any
such set-off and application, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Lender and its Affiliates under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
that such Lender and its Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective (other than Sections 2.01 and 2.03, which shall only become effective
upon satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower, Group and the Agents and when the
Administrative Agent shall have been notified by each Initial Lender that such
Initial Lender has executed it and thereafter shall be binding upon and inure to
the benefit of the Borrower, the Agents and each Lender and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lenders.

                  SECTION 8.07. Assignments, Designations and Participations.
(a) Each Lender (other than any Designated Lender except for an assignment to
its Designating Lender) may assign, and, if demanded by the Borrower upon at
least 30 Business Days' notice to such Lender and the Administrative Agent
following either (w) such Lender becoming a Defaulting Lender, (x) a payment by
the Borrower of Taxes with respect to such Lender in accordance with Section
2.13, (y) the occurrence of an event that would, upon payment to such Lender of
amounts hereunder, require a payment by the Borrower of Taxes with respect to
such Lender in accordance with Section 2.13 or (z) a demand for payment under
Section 2.10 and will assign, to one or more banks or other entities all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment or Commitments, the Advances
owing to it (including accrued interest) and any Revolving Credit Note held by
it but not including Competitive Bid Advances owing to it and Competitive Bid
Notes), with (except in the case of an assignment to an Affiliate of such
Lender) the prior written consent of the Administrative Agent and (so long as no
Default has occurred and is continuing) the Borrower, such consent not to be
unreasonably withheld or delayed; provided, however, that (A) except in the case
of (x) an assignment to a Person that, immediately prior to such assignment, was
a Lender, (y) an assignment to an Affiliate of the assigning Lender (including
an assignment by a Designated Lender to its Designating Lender) or (z) an
assignment of all of a Lender's rights and obligations under this Agreement, the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, and the amount of the
Commitment of the assigning Lender being retained by such Lender immediately
after giving effect to such assignment (determined as of the effective date of
the Assignment and Acceptance with respect to such assignment) shall in no event
be less than $10,000,000, (B) each such assignment shall be to an Eligible
Assignee, (C) each such assignment made as a result of a demand by the Borrower
pursuant to this Section 8.07(a) shall be arranged by the Borrower after
consultation with the Administrative Agent and shall be either an assignment of
all of the rights and obligations





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                                       71

of the assigning Lender under this Agreement or an assignment of a portion of
such rights and obligations made concurrently with another such assignment or
other such assignments that together cover all of the rights and obligations of
the assigning Lender under this Agreement, (D) no Lender shall be obligated to
make any such assignment as a result of a demand by the Borrower pursuant to
this Section 8.07(a) (1) unless and until such Lender shall have received one or
more payments from either the Borrower or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal amount and all other amounts payable to such
Lender under this Agreement and (2) if a Default has occurred and is continuing,
(E) no such assignments will be permitted until the earlier to occur of the
Effective Date and the date that syndication of the Commitments hereunder has
been completed as notified by the Administrative Agent to the Lenders, and (F)
the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note subject to such assignment and
a processing and recordation fee of $3,500, provided that the Borrower shall pay
such recordation fee in the case of any assignment demanded by the Borrower
pursuant to this Section 8.07(a) that is not made to another Lender. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, (x) the assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and (y) the Lender's assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Loan Document the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
or any other Loan Document or any other instrument or document furnished
pursuant hereto; (ii) such assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any
Loan Party or the performance or observance by any Loan Party of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto or thereto; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of the financial statements
referred to in Section 4.01 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the any Agent, such assigning Lender or any other Lender
and based on such documents and information as it shall deem appropriate at the
time,





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                                       72

continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes each Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement as
are delegated to the each Agent by the terms hereof, together with such powers
and discretion as are reasonably incidental thereto; and (vii) such assignee
agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as a Lender.

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Revolving Credit Note subject to such assignment,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

                  (d) Any Lender (other than a Designated Lender) may at any
time designate not more than one Designated Lender to fund Advances on behalf of
such Designating Lender subject to the terms of this Section 8.07(d). Such
designation may occur by execution by such parties of a Designation Agreement.
The parties to each such designation shall execute and deliver to the
Administrative Agent and the Borrower for their acceptance a Designation
Agreement. Upon receipt of an appropriately completed Designation Agreement
executed by a Designating Lender and a designee representing that it is a
Designated Lender and consented by the Borrower, the Administrative Agent will
accept such Designation Agreement and will give prompt notice thereof to the
Borrower and the other Lenders, whereupon, (i) upon the written request of the
Designating Lender, the Borrower shall execute and deliver to the Designating
Lender a Revolving Credit Note and/or from time to time a Competitive Bid Note,
as the case may be, in each case payable to the order of the Designated Lender,
(ii) from and after the effective date specified in the Designation Agreement,
the Designated Lender shall become a party to this Agreement with a right to
make Revolving Credit Advances and/or Competitive Bid Advances on behalf of its
Designating Lender pursuant to Section 2.01 and Section 2.03, respectively and
(iii) the Designated Lender shall not be required to make payments with respect
to any obligations in this Agreement except to the extent of excess cash flow of
such Designated Lender which is not otherwise required to repay obligations of
such Designated Lender which are then due and payable; provided, however, that
regardless of such designation and assumption by the Designated Lender, the
Designating Lender (i) shall be and remain obligated to the Borrower, the Agents
and the Lenders for each and every of the obligations of the Designating Lender
and its related Designated Lender with respect to this Agreement, including,
without limitation, any indemnification obligations under Section 7.05 hereof
and any sums otherwise payable to the Borrower by the Designated Lender and (ii)
neither the designation of a Designated Lender, the election or other
determination that a Designated Lender will make any Advance nor any other
condition or circumstance relating to the Designated Lender shall in any way
release, diminish or otherwise affect the relevant Designating Lender's
Commitment or any other of





<PAGE>


                                       73

its obligations hereunder or under any other Loan Document or any rights of the
Borrower, any Agent or any Lender with respect to such Designating Lender.

The Borrower, the Agents and the Lenders may, at their option, pursue remedies
against any Designating Lender which arise out of any failure of its Designated
Lender to perform such Designated Lender's obligations under this Agreement or
any other Loan Document. Each Designating Lender shall serve as the
administrative agent and attorney in fact for its Designated Lender and shall on
behalf of its Designated Lender: (i) receive any and all payments made for the
benefit of such Designated Lender and (ii) give and receive all communications
and notices and take all actions hereunder, including, without limitation,
votes, approvals, waivers, consents and amendments under or relating to this
Agreement and the other Loan Documents to the extent, if any, such Designated
Lender shall have any rights hereunder or thereunder. To the extent a Designated
Lender shall have the right to receive or give any such notice, communication,
vote, approval, waiver, consent or amendment, it shall be signed by its
Designating Lender as administrative agent and attorney in fact for such
Designated Lender and need not be signed by such Designated Lender on his own
behalf. The Borrower, the Agents and the Lenders may rely thereon without any
requirement that the Designated Lender sign or acknowledge the same.
Notwithstanding anything to the contrary contained herein, no Designated Lender
may assign or transfer all or any portion of its interest hereunder or under any
other Loan Document, other than via an assignment to its Designating Lender in
accordance with the provisions of this Section 8.07.

                  (e) By executing and delivering a Designation Agreement, the
Lender making the designation thereunder and its designee thereunder confirm and
agree with each other and the other parties hereto as follows: (i) such Lender
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto; (ii) such Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such designee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Designation Agreement; (iv) such designee will, independently and without
reliance upon any Agent, such designating Lender or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such designee confirms that it is a Designated Lender; (vi)
such designee appoints and authorizes each Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement as
are delegated to such Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such designee agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of this Agreement are required to be performed by it as a Lender.





<PAGE>


                                       74

                  (f) Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Lender,
the Administrative Agent shall, if such Designation Agreement has been completed
and is substantially in the form of Exhibit D hereto, (i) accept such
Designation Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

                  (g) The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance and each
Designation Agreement delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and, with respect to
Lenders other than Designated Lenders, the Commitment of, and principal amount
of the Advances owing to, each Lender from time to time (the "Register"). The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agents and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (h) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) such Lender shall remain the holder of any Note
issued to it for all purposes of this Agreement, (iv) the Borrower, the Agents
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any Loan Document, or any consent to any departure by any Loan Party therefrom,
except to the extent that such amendment, waiver or consent would (i) reduce the
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation, (ii)
postpone any date fixed for any payment of principal of, or interest on, the
Advances or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation or (iii) release any Material Guarantor.

                  (i) Any Lender may, in connection with any assignment,
designation or participation or proposed assignment, designation or
participation pursuant to this Section 8.07, disclose to the assignee, designee
or participant or proposed assignee, designee or participant, any information
relating to the Borrower furnished to such Lender by or on behalf of the
Borrower; provided that, prior to any such disclosure, the assignee, designee or
participant or proposed assignee, designee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Borrower received by it from such Lender.






<PAGE>


                                       75

                  (j) Notwithstanding any other provision set forth in this
Agreement, any Lender may (without the prior consent of the Borrower and the
Administrative Agent) at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

                  (k) Each of the Borrower, the Lenders and the Agents agrees
that it will not institute against any Designated Lender or join any other
Person in instituting against any Designated Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
federal or state bankruptcy or similar law, for one year and one day after the
payment in full of the latest maturing commercial paper note issued by such
Designated Lender. Notwithstanding the foregoing, the Designating Lender
unconditionally agrees to indemnify the Borrower, the Agents and each Lender
against all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be incurred by or asserted against the Borrower, such Agent
or such Lender, as the case may be, in any way relating to or arising as a
consequence of any such forbearance or delay in the initiation of any such
proceeding against its Designated Lender.

                  SECTION 8.08. Confidentiality. None of the Agents nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of Group and the Borrower, other than (a) to such Agent's or such
Lender's Affiliates and their officers, directors, employees, agents and
advisors and, as contemplated by Section 8.07(i), to actual or prospective
assignees and participants, and then only on a confidential basis, (b) as
required by any law, rule or regulation or judicial process, (c) to any rating
agency when required by it, provided that, prior to any such disclosure, such
rating agency shall undertake to preserve the confidentiality of any
Confidential Information relating to Group or the Borrower received by it from
such Lender and (d) as requested or required by any state, federal or foreign
authority or examiner regulating banks or banking.

                  SECTION 8.09. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.10. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this





<PAGE>


                                       76

Agreement or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court or, to the extent permitted by law, in such federal court.
Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement in the courts of any
jurisdiction.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

                  SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Agents and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the actions of any
Agent or any Lender in the negotiation, administration, performance or
enforcement thereof.




<PAGE>


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


                                         WARNACO INC.

                                         By Carl J. Deddens
                                            ------------------------------------
                                            Title: VICE PRESIDENT AND TREASURER



                                         THE WARNACO GROUP, INC.

                                         By Carl J. Deddens
                                            ------------------------------------
                                            Title: VICE PRESIDENT AND TREASURER




<PAGE>


                                         THE BANK OF NOVA SCOTIA
                                         as Administrative Agent, Competitive
                                         Bid Agent and Swing Line Bank


                                         By            [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.
                                         as Syndication Agent


                                         By
                                            ------------------------------------
                                            Title:



                                         COMMERZBANK A.G.
                                         as Co-Documentation Agent


                                         By
                                            ------------------------------------
                                            Title:



                                         SOCIETE GENERALE
                                         as Co-Documentation Agent


                                         By
                                            ------------------------------------
                                            Title:




<PAGE>


                                         THE BANK OF NOVA SCOTIA
                                         as Administrative Agent, Competitive
                                         Bid Agent and Swing Line Bank

                                         By
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.
                                         as Syndication Agent


                                         By
                                            ------------------------------------
                                            Title:



                                         COMMERZBANK AG
                                         New York and Grand Cayman Bahamas
                                         As Co-Documentation Agent


                                         By        MARKUS TAPPE
                                            ------------------------------------
                                            Name:  MARKUS TAPPE
                                            Title: VICE PRESIDENT


                                         By        PETER DOYLE
                                            ------------------------------------
                                            Name:  PETER DOYLE
                                            Title: ASSISTANT VICE PRESIDENT



                                         SOCIETE GENERALE
                                         as Co-Documentation Agent


                                         By
                                            ------------------------------------
                                            Title:




<PAGE>


                                         THE BANK OF NOVA SCOTIA
                                         as Administrative Agent, Competitive
                                         Bid Agent and Swing Line Bank

                                         By
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.
                                         as Syndication Agent


                                         By         MARC MERLINO
                                            ------------------------------------
                                            Title: MARC MERLINO-VP



                                         COMMERZBANK A.G.
                                         As Co-Documentation Agent

                                         By
                                            ------------------------------------
                                            Title:



                                         SOCIETE GENERALE
                                         as Co-Documentation Agent


                                         By
                                            ------------------------------------
                                            Title:




<PAGE>


                                         THE BANK OF NOVA SCOTIA
                                         as Administrative Agent, Competitive
                                         Bid Agent and Swing Line Bank

                                         By
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.
                                         as Syndication Agent


                                         By
                                            ------------------------------------
                                            Title:



                                         COMMERZBANK A.G.
                                         As Co-Documentation Agent

                                         By
                                            ------------------------------------
                                            Title:



                                         SOCIETE GENERALE
                                         as Co-Documentation Agent


                                         By      ROBERT PETERSEN
                                            ------------------------------------
                                                   ROBERT PETERSEN
                                            Title: VICE PRESIDENT




<PAGE>


                                Initial Lenders


                                         THE BANK OF NOVA SCOTIA

                                         By            [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.


                                         By
                                            ------------------------------------
                                            Title:



                                         MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK


                                         By
                                            ------------------------------------
                                            Title:



                                         SOCIETE GENERALE


                                         By
                                            ------------------------------------
                                            Title:



                                         COMMERZBANK AG


                                         By
                                            ------------------------------------
                                            Title:



                                         THE BANK OF NEW YORK


                                         By
                                            ------------------------------------
                                            Title:



<PAGE>


                                Initial Lenders


                                         THE BANK OF NOVA SCOTIA


                                         By
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.


                                         By        MARC MERLINO
                                            ------------------------------------
                                            Title: MARC MERLINO-VP



                                         MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK


                                         By
                                            ------------------------------------
                                            Title:



                                         SOCIETE GENERALE


                                         By
                                            ------------------------------------
                                            Title:



                                         COMMERZBANK AG


                                         By
                                            ------------------------------------
                                            Title:



                                         THE BANK OF NEW YORK


                                         By
                                            ------------------------------------
                                            Title:



<PAGE>


                                Initial Lenders


                                         THE BANK OF NOVA SCOTIA


                                         By
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.


                                         By
                                            ------------------------------------
                                            Title:



                                         MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK


                                         By            [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            Title:



                                         SOCIETE GENERALE


                                         By
                                            ------------------------------------
                                            Title:



                                         COMMERZBANK AG


                                         By
                                            ------------------------------------
                                            Title:



                                         THE BANK OF NEW YORK


                                         By
                                            ------------------------------------
                                            Title:



<PAGE>


                                         Initial Lenders


                                         THE BANK OF NOVA SCOTIA


                                         By
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.


                                         By
                                            ------------------------------------
                                            Title:



                                         MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK


                                         By
                                            ------------------------------------
                                            Title:



                                         SOCIETE GENERALE


                                         By
                                            ------------------------------------
                                            Title:



                                         COMMERZBANK AG
                                         NEW YORK AND GRAND CAYMAN BRANCHES


                                         By        MARKUS TAPPE
                                            ------------------------------------
                                            Name:  MARKUS TAPPE
                                            Title: VICE PRESIDENT


                                         By        PETER DOYLE
                                            ------------------------------------
                                            Name:  PETER DOYLE
                                            Title: ASSISTANT VICE PRESIDENT



                                         THE BANK OF NEW YORK


                                         By
                                            ------------------------------------
                                            Title:



<PAGE>


                                         BANK OF TOKYO-MITSUBISHI
                                         TRUST COMPANY


                                         By        N. SAFFRA
                                            ------------------------------------
                                                   N. SAFFRA
                                            Title: VICE PRESIDENT



                                         DAI-ICHI KANGYO BANK, LIMITED

                                         By
                                            ------------------------------------
                                            Title:



                                         BANCO BIBLAO VIZCAYA


                                         By
                                            ------------------------------------
                                            Title:



                                         BANK HAPOALIM


                                         By
                                            ------------------------------------
                                            Title:



                                         DEN DANSKE BANK


                                         By
                                            ------------------------------------
                                            Title:



                                         FIRST COMMERCIAL BANK


                                         By
                                            ------------------------------------
                                            Title:



                                         FLEET BANK, N.A.



                                         By
                                            ------------------------------------
                                            Title:




<PAGE>


                                         GENERAL ELECTRIC CAPITAL
                                         CORPORATION


                                         By            [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            Title: DULY AUTHORIZED SIGNATORY



                                         HSBC BANK USA


                                         By
                                            ------------------------------------
                                            Title:



                                         SUN TRUST BANK


                                         By
                                            ------------------------------------
                                            Title:



                                         BANK OF AMERICA, N.A.


                                         By
                                            ------------------------------------
                                            Title:




<PAGE>


                                         GENERAL ELECTRIC CAPITAL
                                         CORPORATION


                                         By
                                            ------------------------------------
                                            Title:



                                         HSBC BANK USA


                                         By
                                            ------------------------------------
                                            Title:



                                         SUN TRUST BANK


                                         By
                                            ------------------------------------
                                            Title:



                                         BANK OF AMERICA, N.A.


                                         By         DAVID H. DINKINS
                                            ------------------------------------
                                                   DAVID H. DINKINS
                                            Title: VICE PRESIDENT





<PAGE>


                                         BANK OF TOKYO-MITSUBISHI
                                         TRUST COMPANY


                                         By
                                            ------------------------------------
                                            Title:



                                         DAI-ICHI KANGYO BANK, LIMITED


                                         By            [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            TITLE: ASSISTANT VICE PRESIDENT



                                         BANCO BIBLAO VIZCAYA


                                         By
                                            ------------------------------------
                                            Title:



                                         BANK HAPOALIM


                                         By
                                            ------------------------------------
                                            Title:



                                         DEN DANSKE BANK


                                         By
                                            ------------------------------------
                                            Title:



                                         FIRST COMMERCIAL BANK


                                         By
                                            ------------------------------------
                                            Title:



                                         FLEET BANK, N.A.


                                         By
                                            ------------------------------------
                                            Title:




<PAGE>


                                         BANKBOSTON, N.A.


                                         By            [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            Title: DIRECTOR




<PAGE>



                                Initial Lenders


                                         THE BANK OF NOVA SCOTIA

                                         By
                                            ------------------------------------
                                            Title:



                                         CITIBANK, N.A.


                                         By
                                            ------------------------------------
                                            Title:



                                         MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK


                                         By
                                            ------------------------------------
                                            Title:



                                         SOCIETE GENERALE


                                         By
                                            ------------------------------------
                                            Title:



                                         COMMERZBANK AG


                                         By
                                            ------------------------------------
                                            Title:



                                         THE BANK OF NEW YORK


                                         By            [SIGNATURE ILLEGIBLE]
                                            ------------------------------------
                                            Title:




<PAGE>


                                         GENERAL ELECTRIC CAPITAL
                                         CORPORATION


                                         By
                                            ------------------------------------
                                            Title:


                                         HSBC BANK USA


                                         By
                                            ------------------------------------
                                            Title:


                                         SUN TRUST BANK


                                         By        LAURA KAHN
                                            ------------------------------------
                                                   LAURA KAHN
                                            Title: DIRECTOR, SENIOR RELATIONSHIP
                                                   MANAGER



                                         BANK OF AMERICA, N.A.



                                         By
                                            ------------------------------------
                                            Title:




<PAGE>


                                         GENERAL ELECTRIC CAPITAL
                                         CORPORATION


                                         By
                                            ------------------------------------
                                            Title:


                                         HSBC BANK USA


                                         By
                                            ------------------------------------
                                            Title:



                                         SUN TRUST BANK


                                         By        LAURA KAHN
                                            ------------------------------------
                                                   LAURA KAHN
                                            Title: DIRECTOR, SENIOR RELATIONSHIP
                                                   MANAGER



                                         BANK OF AMERICA, N.A.



                                         By
                                            ------------------------------------
                                            Title: