<PAGE>



                                                                  EXECUTION COPY

                                U.S. $600,000,000

                              AMENDED AND RESTATED
                                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

                        COMMERZBANK A.G., NEW YORK BRANCH

                             as Documentation Agent

                                       and

                             THE BANK OF NOVA SCOTIA

                 as Administrative Agent, Competitive Bid Agent,

                       Swing Line Bank and an Issuing 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 . . . . . . . . . . . . . . . . . . . . . 25
SECTION 1.03.  Accounting Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . 25

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.  The Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
SECTION 2.02.  Making the Advances . . . . . . . . . . . . . . . . . . . . . . . . .27
SECTION 2.03.  Issuance of and Drawings and Reimbursement  Under Letters of Credit  30
SECTION 2.04.  The Competitive Bid Advances. . . . . . . . . . . . . . . . . . . . .32
SECTION 2.05.  Repayment of Advances . . . . . . . . . . . . . . . . . . . . . . . .37
SECTION 2.06.  Termination or Reduction of the Commitments . . . . . . . . . . . . .38
SECTION 2.07.  Prepayments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
SECTION 2.08.  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
SECTION 2.09.  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
SECTION 2.10.  Conversion of Advances. . . . . . . . . . . . . . . . . . . . . . . .41
SECTION 2.11.  Increased Costs, Etc. . . . . . . . . . . . . . . . . . . . . . . . .42
SECTION 2.12.  Illegality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
SECTION 2.13.  Payments and Computations . . . . . . . . . . . . . . . . . . . . . .43
SECTION 2.14.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
SECTION 2.15.  Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . .48
SECTION 2.16.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .48
SECTION 2.17.  Defaulting Lenders. . . . . . . . . . . . . . . . . . . . . . . . . .48
SECTION 2.18.  Evidence of Debt. . . . . . . . . . . . . . . . . . . . . . . . . . .51

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01.  Conditions Precedent to Effectiveness of Amendment and
               Restatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52
SECTION 3.02.  Conditions Precedent to Each Borrowing and Issuance . . . . . . . . .53
SECTION 3.03.  Determinations Under Section 3.01   . . . . . . . . . . . . . . . . .54
SECTION 3.04.  Reference to and Effect on the Loan Documents . . . . . . . . . . . .54

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower. . . . . . . . . . . . 54

</TABLE>









<PAGE>


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

                            COVENANTS OF THE BORROWER

SECTION 5.01.  Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . .58
SECTION 5.02.  Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . .61
SECTION 5.03.  Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . .65

                                   ARTICLE VI

                                EVENTS OF DEFAULT

SECTION 6.01.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . .65
SECTION 6.02.  Actions in Respect of the Letters of Credit upon Default. . . . . . .68

                                   ARTICLE VII

                                   THE AGENTS

SECTION 7.01.  Authorization and Action. . . . . . . . . . . . . . . . . . . . . . .69
SECTION 7.02.  Agents' Reliance, Etc.. . . . . . . . . . . . .  . .. . . . . . . . .69
SECTION 7.03.  Scotiabank, Citibank, Commerzbank and Affiliates. . . . . . . . . . .70
SECTION 7.04.  Lender Credit Decision. . . . . . . . . . . . . . . . . . . . . . . .70
SECTION 7.05.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . .70
SECTION 7.06.  Successor Agents. . . . . . . . . . . . . . . . . . . . . . . . . . .71

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01.  Amendments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . .71
SECTION 8.02.  Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .72
SECTION 8.03.  No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . .73
SECTION 8.04.  Costs and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .73
SECTION 8.05.  Right of Set-off. . . . . . . . . . . . . . . . . . . . . . . . . . .75
SECTION 8.06.  Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . .75
SECTION 8.07.  Assignments, Designations and Participations. . . . . . . . . . . . .75
SECTION 8.08.  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . .81
SECTION 8.09.  No Liability of the Issuing Banks.. . . . . . . . . . . . . . . . . .82
SECTION 8.10.  Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . .82
SECTION 8.11.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . .82
SECTION 8.12.  Jurisdiction, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . .82
SECTION 8.13.  Release of Guarantors . . . . . . . . . . . . . . . . . . . . . . . .83
SECTION 8.14.  Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . . . . .84


</TABLE>








<PAGE>



<TABLE>

<S>                      <C>

                            SCHEDULES

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

                             EXHIBITS

Exhibit A-1      -    Form of Competitive Bid Note
Exhibit A-2      -    Form of Revolving Credit 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        -    Form of Group Consent
Exhibit F        -    Form of Subsidiary Consent


</TABLE>








<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

                                        Dated as of November 17, 1999

          AMENDED AND RESTATED CREDIT AGREEMENT among 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, and THE BANK OF NOVA SCOTIA
("Scotiabank") and SALOMON SMITH BARNEY, INC. ("SSB") as co- lead arrangers and
co-book managers (the "Arrangers") for the Lenders (as hereinafter defined),
CITIBANK, N.A. ("Citibank") as syndication agent ("Syndication Agent") for the
Lenders, COMMERZBANK A.G., New York Branch as documentation agent (the
"Documentation Agent") for the Lenders, 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 and an Issuing Bank hereunder.

          PRELIMINARY STATEMENTS


          (1) The Borrower and Group entered into a Credit Agreement dated as of
August 12, 1997, as amended by Amendment No.1 dated as of July 31, 1998 (as
amended, supplemented or otherwise modified through the date hereof, the
"Predecessor Credit Agreement"), with the financial institutions and other
institutional lenders party thereto (the "Predecessor Lenders"), Scotiabank as
managing agent, administrative agent and competitive bid agent for the
Predecessor Lenders and Citibank as managing agent and documentation agent for
the Lenders.

          (2) 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").








<PAGE>


                                       2


          (3) The Borrower and the Initial Lenders hereunder have agreed to
amend and restate the Predecessor Credit Agreement as set forth below.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree that,
subject to the satisfaction of the conditions precedent set forth in Section
3.01, the Predecessor Credit Agreement is amended and restated in its entirety
to read as follows:


                                    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.

          "Advance" means a Revolving Credit Advance, a Competitive Bid Advance,
     a Swing Line Advance, or a Letter of Credit 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 Arrangers, the Syndication Agent, the
     Documentation 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.








<PAGE>

                                       3

          "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.

          "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%          0.250%
                            higher
                --------------------------------------------------------
                Level 2     BBB+ or Baa1        0.000%          0.275%
                --------------------------------------------------------
                Level 3     BBB or Baa2         0.000%          0.300%
                --------------------------------------------------------
                Level 4     BBB- or Baa3        0.000%          0.425%
                --------------------------------------------------------
                Level 5     BB+ or Ba1 or       0.250%          0.625%
                            lower
                --------------------------------------------------------
</TABLE>


provided, that at any time that the Debt Rating is at Level 1, 2 or 3 and the
aggregate Available Amount of Letters of Credit plus the principal amount of
Advances exceeds 25% of the aggregate Commitments, the Applicable Margin shall
be increased by 0.075% per annum.

          "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:


<TABLE>
<CAPTION>
             ----------------------------------------------
             Rating          Debt                Applicable
             Level           Rating              Percentage
             ----------------------------------------------
             <S>           <C>                  <C>
             Level 1         A- or A3 or           0.080%
                             higher
             ----------------------------------------------
             Level 2         BBB+ or Baa1          0.090%
             ----------------------------------------------
             Level 3         BBB or  Baa2          0.125%
             ----------------------------------------------
</TABLE>








<PAGE>


                                       4


<TABLE>
             <S>           <C>                  <C>
             ----------------------------------------------
             Level 4         BBB- or Baa3          0.150%
             ----------------------------------------------
             Level 5         BB+ or Ba1 or         0.200%
                             lower
             ----------------------------------------------
</TABLE>





          "Appropriate Lender" means, at any time, with respect to (a) the
     Revolving Credit Facility, a Lender that has a Revolving Credit Commitment
     at such time, (b) the Letter of Credit Facility, (i) the Issuing Banks and
     (ii) if the other Revolving Credit Lenders shall have made Letter of Credit
     Advances pursuant to Section 2.03(c) that are outstanding at such time,
     each such other Revolving Credit Lender and (c) the Swing Line Facility,
     (i) the Swing Line Bank and (ii) if the other Revolving Credit Lenders have
     made Swing Line Advances pursuant to Section 2.02(b) that are outstanding
     at such time, such other Revolving Credit Lenders.

          "Approved Accounting Firm" means Arthur Andersen LLP, Coopers &
     Lybrand L.L.P., 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.

          "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.

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

          "Available Amount" of any Letter of Credit means, at any time, the
     maximum amount available to be drawn under such Letter of Credit at such
     time (assuming compliance at such time with all conditions to drawing).

          "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
     higher 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; and

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

          "Base Rate Advance" means an Advance that bears interest as provided
     in Section 2.08(a)(i).








<PAGE>


                                       5


          "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 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.

          "Commitment" means a Revolving Credit Commitment or a Letter of Credit
     Commitment.

          "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 2.04 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.

          "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
     2.04.

          "Competitive Bid Note" means a promissory note of the Borrower payable
     to the order of any Lender, in substantially the form of Exhibit A-1
     hereto, evidencing the








<PAGE>


                                       6


     indebtedness of the Borrower to such Lender resulting from a Competitive
     Bid Advance made by such Lender.

          "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
     2.10 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








<PAGE>


                                       7


          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),

               (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








<PAGE>


                                       8


     S&P nor Moody's shall have in effect such a rating, the Applicable Margin
     and the Applicable Percentage will be set in accordance with Rating Level 5
     under the definition of "Applicable Margin" or "Applicable Percentage", as
     the case may be, subject, in the case of the Applicable Margin, to the
     proviso to the definition of "Applicable Margin". 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 and the Applicable 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 and the Applicable 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 Party at any
     time, the amount of any Advance required to be made by such Lender Party 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 Party pursuant to Section 2.02(e) shall not be considered a
     Defaulted Advance even if, at such time, such Lender Party 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 2.17(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 Party at any
     time, any amount required to be paid by such Lender to any Agent or any
     other Lender Party 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 Party 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) any Issuing Bank
     pursuant to Section 2.03(c) to purchase a portion of a Letter of Credit
     Advance made by such Issuing Bank, (c) 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
     Party, (d) any other Lender Party pursuant to Section 2.15 to purchase any
     participation in Advances owing to such other Lender Party








<PAGE>


                                       9



     and (e) any Agent pursuant to Section 7.05 to reimburse such Agent for such
     Lender Party's ratable share of any amount required to be paid by the
     Lender Parties to such Agent as provided therein. In the event that a
     portion of a Defaulted Amount shall be deemed paid pursuant to Section
     2.17(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.

          "Defaulting Lender" means, at any time, any Lender Party 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.

          "Documentary Letter of Credit" means any Letter of Credit that is
     issued under the Letter of Credit Facility for the benefit of a supplier of
     Inventory to the Borrower or any of its Subsidiaries to effect payment for
     such Inventory.

          "Documentation Agent" 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 or in the Assignment and Acceptance 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.








<PAGE>


                                       10


          "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, 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.








<PAGE>


                                       11


          "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 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 or in the Assignment and Acceptance pursuant
     to which it became a Lender (or, if no such office is specified, its
     Domestic Lending Office), or such other office of such Lender as such
     Lender may from time to time specify to the Borrower and the 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








<PAGE>


                                       12


     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.

          "Eurodollar Rate Advance" means an Advance that bears interest as
     provided in Section 2.08(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 Arrangers).

          "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








<PAGE>


                                       13


     Investments necessary to pay its normal operating expenses in the ordinary
     course of business.

          "Excluded Taxes" means, in the case of each Lender Party, franchise
     taxes and taxes upon or determined by reference to such Lender Party'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
     Party has its Applicable Lending Office, is resident or in which such
     Lender Party 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.

          "Facility" means the Revolving Credit Facility, the Swing Line
     Facility or the Letter of Credit 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 Predecessor Credit Agreement.

          "Fixed Rate Advances" has the meaning specified in Section 2.04(a)(i).

          "GAAP" has the meaning specified in Section 1.03.








<PAGE>


                                       14


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

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

          "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.








<PAGE>


                                       15


          "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 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








<PAGE>


                                       16


               (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 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.

          "Issuing Bank" means Scotiabank and any other Revolving Credit Lender
     approved by the Borrower and the Arrangers that is a commercial bank,
     acting through a domestic branch, and has a Letter of Credit Commitment, as
     issuer of a Letter of Credit.

          "L/C Cash Collateral Account" means the interest-bearing cash
     collateral account to be established and maintained by the Administrative
     Agent, over which the Administrative Agent shall have sole dominion and
     control, upon terms as may be satisfactory to the Administrative Agent.

          "L/C Related Documents" has the meaning specified in Section
     2.05(c)(ii)(A).

          "Lender Party" means any Lender, any Issuing Bank and any Swing Line
     Bank.

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








<PAGE>


                                       17


     purposes hereof, any Advance made by a Designated Lender shall be deemed to
     have been made by the applicable Designating Lender.

          "Letter of Credit Advance" means an advance made by any Issuing Bank
     or any Revolving Credit Lender pursuant to Section 2.03(c).

          "Letter of Credit Agreement" has the meaning specified in Section
     2.03(a).

          "Letter of Credit Commitment" means, with respect to any Issuing Bank
     at any time, the amount set forth opposite such Issuing Bank's name on
     Schedule I hereto under the caption "Letter of Credit Commitment" or, if
     such Issuing Bank has entered into one or more Assignments and Acceptances,
     set forth for such Issuing Bank in the Register maintained by the
     Administrative Agent pursuant to Section 8.07(c) as such Issuing Bank's
     "Letter of Credit Commitment", as such amount may be reduced at or prior to
     such time pursuant to Section 2.06.

          "Letter of Credit Facility" means, at any time, an amount equal to the
     lesser of (a) the aggregate amount of the Letter of Credit Commitments of
     the Issuing Banks at such time and (b) $100,000,000, as such amount may be
     reduced at or prior to such time pursuant to Section 2.06.

          "Letters of Credit" has the meaning specified in Section 2.01(c).

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








<PAGE>


                                       18


          "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, (iii) the Guarantees, (iv) each Letter
     of Credit Agreement and (v) each L/C Related Document, and (b) for purposes
     of the Guarantees, (i) this Agreement, (ii) the Notes, if any, (iii) the
     Guarantees, (iv) each Letter of Credit Agreement, (v) each L/C Related
     Document and (v) the Interest Rate Hedge Agreements entered into by Group
     or the Borrower with Lender Parties, 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 the Borrower or of Group and its Subsidiaries
     taken as a whole, (b) the rights and remedies of any Agent or Lender Party
     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.








<PAGE>


                                       19


          "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 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 Five-Year Credit Agreement" means the Five-Year Credit Agreement
     dated as of November 17, 1999 among the Borrower, Group, the lenders party
     thereto, Scotiabank and Salomon Smith Barney, Inc., as co-lead arrangers
     and co-book managers, Citibank, as syndication agent, Societe Generale and
     Commerzbank AG, as co-documentation agents, Bank of America, N.A. and
     Dai-Ichi Kangyo Bank as co-agents and Scotiabank, as administrative agent
     and competitive bid agent, as such agreement may be amended, modified,
     extended, renewed, refinanced, replaced or otherwise supplemented from time
     to time.

          "New 364-Day Credit Agreement" means the 364-Day Credit Agreement
     dated as of November 17, 1999 among the Borrower, Group, the lenders party
     thereto, Scotiabank and Salomon Smith Barney, Inc., as co-lead arrangers
     and co-book managers, 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 2.04(a)(i).

          "Notice of Issuance" has the meaning specified in Section 2.03(a).

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








<PAGE>


                                       20


          "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, Letter of Credit commissions, 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 2.14(b).

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

          "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;








<PAGE>


                                       21


               (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 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.

          "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.

          "Predecessor Credit Agreement" has the meaning specified in the
     Preliminary Statements.

          "Predecessor Lenders" has the meaning specified in the Preliminary
     Statements.

          "Pro Rata Share" of any amount means, with respect to any Revolving
     Credit Lender at any time, the product of such amount times a fraction the
     numerator of which is








<PAGE>


                                       22


     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 Advances
     (other than Competitive Bid Advances) outstanding at such time, (b) the
     aggregate Available Amount of all Letters of Credit outstanding at such
     time and (c) 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 Advances owing to such
     Lender (in its capacity as a Lender) and outstanding at such time, (ii)
     such Lender's Pro Rata Share of the aggregate Available Amount of all
     Letters of Credit outstanding at such time and (iii) the Unused Revolving
     Credit Commitment of such Lender at such time and provided further, that
     for purposes of this definition, any 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 and of Letter of Credit Advances
     owing to any Issuing Bank and the Available Amount of each Letter of Credit
     shall be considered to be owed to the Revolving Credit Lenders ratably in
     accordance with their respective Revolving Credit Commitments.

          "Revolving Credit Advance" has the meaning specified in Section
     2.01(a).

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








<PAGE>


                                       23


          "Revolving Credit Commitment" means, with respect to any Revolving
     Credit 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", as such amount may be reduced at or prior to such time
     pursuant to Section 2.06.

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

          "Revolving Credit Lender" means any Lender that has a Revolving Credit
     Commitment.

          "Revolving Credit Note" has the meaning specified in Section 2.18.

          "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.

          "Standby Letter of Credit" means any Letter of Credit issued under the
     Letter of Credit Facility, other than a Documentary Letter of Credit.

          "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
     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 and one or more of its
     other Subsidiaries or by one or more of such Person's other








<PAGE>


                                       24



     Subsidiaries. The term "wholly owned Subsidiary" shall exclude any
     directors' or officers' qualifying shares which may be outstanding.

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

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

          "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 2.14(a).

          "Tender Offer" has the meaning specified in the Preliminary
     Statements.

          "Termination Date" means the earlier of August 12, 2002 and the date
     of termination in whole of the Commitments pursuant to Section 2.06 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 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.








<PAGE>


                                       25


          "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
     Revolving Credit Lender at any time,

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

               (b) the sum of (i) the aggregate principal amount of all
          Revolving Credit Advances, Swing Line Advances and Letter of Credit
          Advances made by such Lender and outstanding at such time, plus (ii)
          such Lender's Pro Rata Share of (A) the aggregate Available Amount of
          all Letters of Credit outstanding at such time, (B) for all purposes
          other than for purposes of calculating commitment fees pursuant to
          Section 2.09(a), the aggregate amount of Competitive Bid Advances
          outstanding at such time, (C) the aggregate principal amount of all
          Letter of Credit Advances made by the Issuing Banks pursuant to
          Section 2.03(c) and outstanding at such time other than any such
          Letter of Credit Advance which, at or prior to such time, has been
          assigned in part to such Revolving Credit Lender pursuant to Section
          2.03(c) and other than, in the case of each Lender that is an Issuing
          Bank, any such Letter of Credit Advance in respect of a Letter of
          Credit issued by it and (D) for all purposes other than for purposes
          of calculating commitment fees pursuant to Section 2.09(a), 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 Revolving Credit 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






<PAGE>



                                       26




consistent with those applied in the preparation of the financial statements
referred to in Section 4.01(f) ("GAAP").


                            ARTICLE II

                AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01. The Advances. (a) The Revolving Credit Advances. Each
Revolving Credit Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Advances (each a "Revolving Credit Advance") 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 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 Revolving Credit 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 Revolving Credit Lenders ratably according to their
respective Revolving Credit Commitments. Within the limits of each Revolving
Credit 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
2.07(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 Party 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.












<PAGE>

                                       27


          (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 date hereof 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 Revolving Credit 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 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 2.05(b) or prepay pursuant to Section 2.07(a)
and reborrow under this Section 2.01(b).

          (c) Letters of Credit. Each Issuing Bank severally agrees, on the
terms and conditions hereinafter set forth, to issue letters of credit (the
"Letters of Credit") for the account of the Borrower from time to time on any
Business Day during the period from the date hereof until 10 days before the
Termination Date (i) in an aggregate Available Amount for all Letters of Credit
issued by such Issuing Bank not to exceed at any time such Issuing Bank's Letter
of Credit Commitment at such time and (ii) in an Available Amount for each such
Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility
at such time and (y) an amount equal to the Unused Revolving Credit Commitments
of the Revolving Credit Lenders at such time. No Letter of Credit shall have an
expiration date (including all rights of the Borrower or the beneficiary to
require renewal) later than the earlier of 10 days before the Termination Date
and, in the case of a Documentary Letter of Credit, 180 days after the date of
issuance thereof. Within the limits of the Letter of Credit Facility, and
subject to the limits referred to above, the Borrower may request the issuance
of Letters of Credit under this Section 2.01(c), repay any Letter of Credit
Advances resulting from drawings thereunder pursuant to Sections 2.03(c) and
2.05(c) and request the issuance of additional Letters of Credit under this
Section 2.01(c). Each Letter of Credit issued pursuant to this Section 2.01(c)
shall, effective upon its issuance and without further action, be issued on
behalf of all Lenders (including the applicable Issuing Bank) according to their
respective Pro Rata Shares. Each Lender shall, to the extent of its Pro Rata
Share, be deemed irrevocably to have participated in the issuance of such Letter
of Credit and shall be responsible to reimburse the Issuing Bank promptly for
Letter of Credit Advances in accordance with Section 2.03.

          SECTION 2.02. Making the Advances. (a) Except as otherwise provided in
Section 2.02(b) or 2.03, 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










<PAGE>



                                       28


Administrative Agent, which shall give to each Appropriate 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 Appropriate 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 under the applicable Facility of such
Lender and the other Appropriate 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 equal to the aggregate principal amount of any
Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or
any Issuing Bank, as the case may be, and by any other Revolving Credit Lender
and 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 or such Issuing Bank, as the case may be, and such other Revolving Credit
Lenders for repayment of such Swing Line Advances and Letter of Credit 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 Revolving Credit 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.

          (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.










<PAGE>




                                       29


          (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 Revolving Credit Lenders of each Revolving Credit Lender's Pro
Rata Share of the Swing Line Advances (or portion thereof) to be paid.

          (3) Each Revolving Credit 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 Revolving Credit Lenders (other than the Swing Line Bank) shall be
deemed to have irrevocably, unconditionally and immediately purchased from the
Swing Line Bank such Revolving Credit 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 Revolving Credit 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 Revolving
Credit Lender shall be made without recourse to the Swing Line Bank, and, except
as to the absence of liens created by the Swing Line Bank on the Swing Line
Advance and the Swing Line












<PAGE>



                                       30


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 Revolving Credit 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 Borrowing if
the aggregate amount of such Borrowing is less than $10,000,000 or if the
obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall
then be suspended pursuant to Section 2.10, 2.11 or 2.12 and (ii) the Advances
under the Revolving Credit Facility may not be outstanding as part of more than
20 separate 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 Borrowing that
the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Appropriate 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 Borrowing for such 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












<PAGE>




                                       31


Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

          (e) Unless the Administrative Agent shall have received notice from an
Appropriate Lender prior to the date of any Borrowing under a Facility under
which such Lender has a Commitment that such Lender will not make available to
the Administrative Agent such Lender's ratable portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such portion available
to the Administrative Agent on the date of such Borrowing in accordance with
subsection (a) or (b) 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 2.08 to Advances comprising
such 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
Borrowing for purposes of this Agreement.

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

          SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters
of Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the first
Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to any Issuing Bank, which shall give to the
Administrative Agent and each Revolving Credit Lender prompt notice thereof by
telex or telecopier. Each such notice of issuance of a Letter of Credit (a
"Notice of Issuance") shall be by telephone, confirmed immediately in writing,
or telex or telecopier, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount of such Letter of
Credit, (C) expiration date of such Letter of Credit, (D) name and address of
the beneficiary of such Letter of Credit and (E) form of such Letter of Credit,
and shall be accompanied by such application and agreement for letter of credit
as such Issuing Bank may specify to the Borrower for use in connection with such
requested Letter of Credit (a "Letter of











<PAGE>



                                       32


Credit Agreement"). If (x) the requested form of such Letter of Credit is
acceptable to such Issuing Bank in its sole discretion and (y) it has not
received written notice from an Agent or Lenders holding at least 51% of the
Revolving Credit Commitments that the conditions to issuing such Letter of
Credit have not been satisfied or duly waived, such Issuing Bank will, upon
fulfillment of the applicable conditions set forth in Article III, make such
Letter of Credit available to the Borrower at its office referred to in Section
8.02 or as otherwise agreed with the Borrower in connection with such issuance.
In the event and to the extent that the provisions of any Letter of Credit
Agreement shall conflict with this Agreement, the provisions of this Agreement
shall govern.

          (b) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to
the Administrative Agent, the Documentation Agent and each Revolving Credit
Lender on the first Business Day of each month a written report summarizing
issuance and expiration dates of Letters of Credit issued during the preceding
month and drawings during such month under all Letters of Credit issued by such
Issuing Bank and (B) to the Administrative Agent, the Documentation Agent and
each Revolving Credit Lender on the first Business Day of each calendar quarter
a written report setting forth the average daily aggregate Available Amount
during the preceding calendar quarter of all Letters of Credit issued by such
Issuing Bank.

          (c) Drawing and Reimbursement. The payment by any Issuing Bank of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by such Issuing Bank of a Letter of Credit Advance, which
shall be a Base Rate Advance, in the amount of such draft. Upon written demand
by any Issuing Bank with an outstanding Letter of Credit Advance, with a copy of
such demand to the Administrative Agent, each Revolving Credit Lender shall
purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to
each such Revolving Credit Lender, such Lender's Pro Rata Share of such
outstanding Letter of Credit Advance as of the date of such purchase, by making
available for the account of its Applicable Lending Office to the Administrative
Agent for the account of such Issuing Bank, by deposit to the Administrative
Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Letter of Credit Advance to be purchased by
such Lender. Promptly after receipt thereof, the Administrative Agent shall
transfer such funds to such Issuing Bank. The Borrower hereby agrees to each
such sale and assignment. Each Revolving Credit Lender agrees to purchase its
Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business
Day on which demand therefor is made by the Issuing Bank, provided notice of
such demand is given not later than 11:00 A.M. (New York City time) on such
Business Day or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. Upon any such assignment by any
Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of
Credit Advance, such Issuing Bank represents and warrants to such other Lender
that such Issuing Bank is the legal and beneficial owner of such interest being
assigned by it, free and clear of any liens, but makes no other representation
or warranty and assumes no responsibility with respect to such












<PAGE>



                                       33


Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the
extent that any Revolving Credit Lender shall not have so made the amount of
such Letter of Credit Advance available to the Administrative Agent, such
Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on
demand such amount together with interest thereon, for each day from the date of
demand by such Issuing Bank until the date such amount is paid to the
Administrative Agent, at the Federal Funds Rate for its account or the account
of such Issuing Bank, as applicable. If such Lender shall pay to the
Administrative Agent such amount for the account of such Issuing Bank on any
Business Day, such amount so paid in respect of principal shall constitute a
Letter of Credit Advance made by such Lender on such Business Day for purposes
of this Agreement, and the outstanding principal amount of the Letter of Credit
Advance made by such Issuing Bank shall be reduced by such amount on such
Business Day.

          (d) Failure to Make Letter of Credit Advances. The failure of any
Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.03(c) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date.

          SECTION 2.04. The Competitive Bid Advances. (a) Each Lender severally
agrees that the Borrower may make Competitive Bid Borrowings under this Section
2.04 from time to time on any Business Day during the period from the date
hereof 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 $350,000,000.

          (i) The Borrower may request a Competitive Bid Borrowing under this
     Section 2.04 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 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












<PAGE>

                                       34


     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 be 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 2.04(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.

          (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











<PAGE>



                                       35


     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 such Competitive Bid Borrowing











<PAGE>

                                       36


     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
     Party 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.












<PAGE>





                                       37


          (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 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
2.04, the Borrower may from time to time borrow under this Section 2.04, repay
or prepay pursuant to subsection (d) below, and reborrow under this Section
2.04, 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











<PAGE>



                                       38


separate Competitive Bid Note of the Borrower payable to the order of the Lender
making such Competitive Bid Advance.

          (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 2.05. Repayment of Advances. (a) Revolving Credit Advances.
The Borrower shall repay to the Administrative Agent for the ratable account of
the Revolving Credit 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
Revolving Credit 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.

          (c) Letter of Credit Advances. (i) The Borrower shall repay to the
Administrative Agent for the account of each Issuing Bank and each other
Revolving Credit Lender that has made a Letter of Credit Advance on the earlier
of demand and the Termination Date the outstanding principal amount of each
Letter of Credit Advance made by each of them.

          (ii) The Obligations of the Borrower under this Agreement, any Letter
of Credit Agreement and any other agreement or instrument relating to any Letter
of Credit shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement, such Letter of Credit Agreement and
such other agreement or instrument under all circumstances, including, without
limitation, the following circumstances:

          (A) any lack of validity or enforceability of any Loan Document, any
     Letter of Credit Agreement, any Letter of Credit or any other agreement or
     instrument relating thereto (all of the foregoing being, collectively, the
     "L/C Related Documents");

          (B) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations of the Borrower in respect of
     any L/C Related Document or any other amendment or waiver of or any consent
     to departure from all or any of the L/C Related Documents;

          (C) the existence of any claim, set-off, defense or other right that
     the Borrower may have at any time against any beneficiary or any transferee
     of a Letter of Credit (or any Persons for whom any such beneficiary or any
     such transferee may be acting), any










<PAGE>



                                       39


     Issuing Bank or any other Person, whether in connection with the
     transactions contemplated by the L/C Related Documents or any unrelated
     transaction;

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

          (E) payment by any Issuing Bank under a Letter of Credit against
     presentation of a draft or certificate that does not strictly comply with
     the terms of such Letter of Credit;

          (F) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from the
     Guaranties or any other guaranty, for all or any of the Obligations of the
     Borrower in respect of the L/C Related Documents; or

          (G) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing, including, without limitation, any other
     circumstance that might otherwise constitute a defense available to, or a
     discharge of, the Borrower or a guarantor.

          SECTION 2.06. Termination or Reduction of the Commitments. 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 $5,000,000 or an
integral multiple of $1,000,000 in excess thereof and (ii) shall be made ratably
among the Appropriate Lenders in accordance with their Commitments with respect
to such Facility, and provided further that after giving effect to any such
reduction, the Letter of Credit Commitments shall be less than or equal to the
Revolving Credit Commitments, and provided still 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.

          SECTION 2.07. Prepayments. (a) Optional. (i) The Borrower may, upon at
least one Business Day's notice in the case of the Swing Line Facility and Base
Rate Advances and three Business Days' notice in the case of any Eurodollar Rate
Advances, in each case to the 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
Advances comprising part of the same 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 (x) each partial prepayment of
the Revolving Credit Facility shall be in an aggregate principal amount of
$1,000,000 or an integral multiple of










<PAGE>



                                       40


$1,000,000 in excess thereof and (y) 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 2.04(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, the Letter of Credit Advances 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, (y) the Letter of Credit Advances and
     (z) the Swing Line Advances then outstanding plus the aggregate Available
     Amount of all Letters of Credit then outstanding exceeds (B) the Revolving
     Credit Facility on such Business Day.

          (ii) The Borrower shall, on each Business Day, pay to the
     Administrative Agent for deposit in the L/C Cash Collateral Account an
     amount sufficient to cause the aggregate amount on deposit in such Account
     to equal the amount by which the aggregate Available Amount of all Letters
     of Credit then outstanding exceeds the Letter of Credit Facility on such
     Business Day.

          SECTION 2.08. 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, 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.










<PAGE>



                                       41


          (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 to each Lender (except as otherwise
provided in Section 2.04(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 2.09. Fees. (a) Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of the Lenders a commitment fee, from the
date hereof in the case of each Initial Lender and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a Lender
in the case of each other Lender until the Termination Date, payable quarterly
on the first Business 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 average daily Unused
Revolving Credit Commitment of such Lender; provided, however, (i) that any
commitment 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
commitment fee shall otherwise have been due and payable by the Borrower prior
to such time and (ii) that no commitment fee shall accrue on any of the
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender.

          (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commission, payable in arrears quarterly on the first Business Day of each
January, April, July and October, commencing January 7, 2000, and on the
earliest to occur of the full drawing, expiration, termination or cancellation
of any such Letter of Credit and on the Termination Date, on such Lender's Pro
Rata Share of the average daily aggregate Available Amount during such quarter
at a rate per annum determined by reference to the Debt Rating in effect from
time to time as set forth below:










<PAGE>



                                       42

<TABLE>
<CAPTION>

----------------------------------------------------------------------
                                        Standby
Rating                   Debt           Letters of      Trade Letter
Level                    Rating         Credit          of Credit
----------------------------------------------------------------------

<S>                      <C>            <C>             <C>
Level 1                  A- or A3 or    0.250%          0.175%
                         higher

Level 2                  BBB+ or Baa1   0.275%          0.200%

Level 3                  BBB or Baa2    0.300%          0.225%

Level 4                  BBB- or Baa3   0.425%          0.350%

Level 5                  BB+ or Ba1 or  0.625%          0.550%
                         lower

----------------------------------------------------------------------

</TABLE>


provided, that at any time that the Debt Rating is at Level 1, 2 or 3 and the
aggregate Available Amount of Letters of Credit plus the principal amount of
Advances exceeds 25% of the aggregate Commitments, the Letter of Credit fees
shall be increased by 0.075% per annum.

          (ii) The Borrower shall pay to each Issuing Bank, for its own account,
such commissions, issuance fees, fronting fees, transfer fees and other fees and
charges in connection with the issuance or administration of each Letter of
Credit as the Borrower and such Issuing Bank shall agree.

          (c) Agent's 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 2.10. 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 2.10, 2.11
and 2.12, Convert all Advances of one Type comprising the same Borrowing into
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(c) and no Conversion of any Advances
shall result in more separate Borrowings than permitted under Section 2.02(c).
Each such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be Converted, and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for each such Advance. Each notice of Conversion shall
be irrevocable and binding on the Borrower.










<PAGE>



                                       43


          (b) Mandatory. (i) On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Advances comprising any 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 Appropriate
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 2.11. 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 2.14 hereof) to any
Lender Party of agreeing to make or of making, funding or maintaining Eurodollar
Rate Advances or LIBO Rate Advances or of agreeing to issue or of issuing or
maintaining Letters of Credit or of agreeing to make or of making or maintaining
Letter of Credit Advances (excluding for purposes of this Section 2.11 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 2.14(e) or from
indemnification pursuant to Section 2.14(f) (as to which Section 2.14 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 Party 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 Party (with a copy
of such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender Party additional amounts sufficient to compensate
such Lender Party for such increased cost; provided, however, that, before
making any such demand, each Lender Party 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 Party, be
otherwise disadvantageous to such Lender Party and provided, further, that the
Borrower's obligations to any Designated Lender hereunder shall be limited as
set forth in Section 8.04(e).











<PAGE>



                                       44


A certificate as to the amount of such increased cost, submitted to the Borrower
by such Lender Party, shall be conclusive and binding for all purposes, absent
manifest error.

          (b) If any Lender Party 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 the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender Party or any corporation controlling such Lender Party and that the
amount of such capital is increased by or based upon the existence of such
Lender Party's commitment to lend or to issue Letters of Credit hereunder and
other commitments of such type or the issuance or maintenance of the Letters of
Credit (or similar contingent obligations), then, upon demand by such Lender
Party (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to the Administrative Agent for the account of such Lender Party, from
time to time as specified by such Lender Party, additional amounts sufficient to
compensate such Lender Party in the light of such circumstances, to the extent
that such Lender Party reasonably determines such increase in capital to be
allocable to the existence of such Lender Party's commitment to lend or to issue
Letters of Credit hereunder or to the issuance or maintenance of any Letters of
Credit, 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 Party shall be
conclusive and binding for all purposes, absent manifest error.

          (c) If, with respect to any Eurodollar Rate Advances under any
Facility, 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 2.11 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 2.14(e)
or from indemnification pursuant to Section 2.14(f) (as to which Section 2.14
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 Party 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 Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance
under any Facility 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 Appropriate 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.









<PAGE>



                                       45


          SECTION 2.12. 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 Rate Advances, such Designated Lender shall immediately assign
its rights and obligations with respect to such Advance to its applicable
Designating Lender.

          SECTION 2.13. 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 2.17), not later than 11:00
A.M. (New York City time) on the date 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 2.04, 2.11, 2.14 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 or the Facility 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 Party ratably in
accordance with such Lender Party's proportionate share of the principal amount
of all outstanding Advances and the Available Amount of all Letters of









<PAGE>



                                       46


Credit then outstanding, in repayment or prepayment of such of the outstanding
Advances or other Obligations owed to such Lender Party, 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, fees and Letter of Credit
commissions 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.

          (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 2.14. Taxes. (a) Any and all payments by the Borrower
hereunder or under any Notes shall be made, in accordance with Section 2.13,
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 Party and each Agent,
Excluded Taxes (all such non-Excluded Taxes, levies, imposts, deductions,









<PAGE>



                                       47


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 Party 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 2.14) 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 Party 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 2.14) paid by such Lender Party or such Agent (as the case may be) and
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto. This indemnification shall be made within 30 days from the
date such Lender Party 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 Agent,
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 Agent,
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 Party 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 or initial Issuing Bank, as
the case may be, and on the date of the Assignment and Acceptance or Designation
Agreement pursuant to which it becomes a Lender Party in the case of each other
Lender Party, and from time to time thereafter if requested in










<PAGE>



                                       48


writing by the Borrower (but only so long as such Lender remains lawfully able
to do so), shall provide both the Borrower and the Administrative Agent 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 Party 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 Party 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 2.14, 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 2.14, 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 Party at the time such Lender Party 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 Party 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 Party becomes a party to this Agreement, the Lender
Party 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 Party 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 Party has failed to
provide the Borrower with the appropriate form described in Section 2.14(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 Party 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 Party became a Lender Party hereunder), such Lender
Party shall not be entitled to indemnification under Section 2.14(a) or (c) with
respect to Taxes imposed by the United States; provided, however, that should a
Lender Party become subject to Taxes













<PAGE>



                                       49


because of its failure to deliver a form required hereunder, the Borrower shall
take such steps as the Lender Party shall reasonably request to assist the
Lender Party to recover such Taxes.

          (g) Any Lender Party or Agent claiming any additional amounts payable
pursuant to this Section 2.14 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 Party, be otherwise disadvantageous to such Lender Party.

          (h) Within 60 days after the written request of the Borrower, each
Lender Party 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 Party 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 Party 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 Party or Agent
shall pay to the Borrower an amount that such Lender Party or Agent determines
in good faith to be equal to the net benefit, after tax, that was obtained by
such Lender Party or Agent (as the case may be) as a consequence of such refund.

          (i) All obligations of the Borrower owed to any Designated Lender
pursuant to this Section 2.14 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 2.15. Sharing of Payments, Etc. If any Lender Party 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 2.11, 2.14 or 8.04(c)) in excess of its ratable share
of payments on account of the Obligations obtained by all the Lender Parties,
such Lender Party shall forthwith purchase from the other Lender Parties such
participations in Obligations owing to them as shall be necessary to cause such
purchasing Lender Party 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 Party, such purchase from each
Lender Party shall be rescinded and such Lender Party shall repay to the
purchasing Lender Party the purchase price to the extent of such recovery
together with an amount equal to such Lender Party's ratable share (according to
the proportion of (i) the amount of such Lender Party's required repayment to
(ii) the total amount so recovered from the









<PAGE>

                                       50


purchasing Lender Party) of any interest or other amount paid or payable by the
purchasing Lender Party in respect of the total amount so recovered. The
Borrower agrees that any Lender Party so purchasing a participation from another
Lender Party pursuant to this Section 2.15 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 Party were the direct
creditor of the Borrower in the amount of such participation.

          SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be
available to provide working capital for the Borrower and for general corporate
purposes, including commercial paper backstop, of the Borrower and its
Subsidiaries.

          SECTION 2.17. Defaulting Lenders. (a) In the event that, at any one
time, (i) any Lender Party 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 under the Facility pursuant
to which such Defaulted 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 2.17.

          (b) In the event that, at any one time, (i) any Lender Party shall be
a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to
any Agent or







<PAGE>


                                       51


any of the other Lender Parties 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 Lender Parties 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 Lender Parties, ratably in accordance with the respective portions of such
Defaulted Amounts payable at such time to the Administrative Agent and such
other Lender Parties 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 Lender Parties, 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 Lender Parties for any Defaulted Amounts
     then owing to such other Lender Parties, ratably in accordance with such
     respective Defaulted Amounts then owing to such other Lender Parties.

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 2.17.

          (c) In the event that, at any one time, (i) any Lender Party 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 Party 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 Party 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








<PAGE>


                                       52



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 Party, 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 Lender Parties for any amount then due and
     payable by such Defaulting Lender to such other Lender Parties hereunder,
     ratably in accordance with such respective amounts then due and payable to
     such other Lender Parties; 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 Party 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 Party shall be
distributed by the Administrative Agent to such Lender Party and applied by such
Lender Party to the Obligations owing to such Lender Party 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 2.17 are in addition to other rights and remedies that the Borrower may
have against such Defaulting Lender with respect to any Defaulted Advance and
that any Agent or any Lender Party may have against such Defaulting Lender with
respect to any Defaulted Amount.

          SECTION 2.18. 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









<PAGE>


                                       53



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-2 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.









<PAGE>


                                 54





                           ARTICLE III

             CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01. Conditions Precedent to Effectiveness of Amendment and
Restatement. The amendment and restatement of the Predecessor Credit Agreement
pursuant hereto shall become effective on and as of the Effective Date, which
shall occur on such date on or prior to November 17, 1999, on which each of the
following conditions precedent shall have been satisfied:

          (a) The Required Lenders (as defined in the Predecessor Credit
     Agreement) shall have consented to this Agreement.

          (b) 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 Lender Parties)
     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
     Lender Parties that restrains, prevents or imposes materially adverse
     conditions upon the Loan Documents.

          (c) The Borrower shall have paid all accrued and invoiced fees and
     expenses of the Agent and the Lender Parties (including the accrued and
     invoiced fees and expenses of counsel to the Agent).

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

               (i) A consent in substantially the form of Exhibit F, by Group in
          favor of the Lender Parties under the guaranty dated August 12, 1997
          made by Group in favor of the Lender Parties (as amended, supplemented
          or otherwise modified from time to time in accordance with its terms,
          the "Group Guaranty"), duly executed by Group, consenting to the
          amendment and restatement contemplated by this Agreement.

               (ii) A consent in substantially the form of Exhibit G, by the
          Guarantors (other than Group) in favor of the Lender Parties under the
          subsidiary guaranty dated August 12, 1997 made by the Guarantors
          (other than Group) in favor of the Lender Parties (together with each
          other guaranty delivered pursuant to Section










<PAGE>


                                       55




          5.01(k), in each case as amended, supplemented or otherwise modified
          from time to time in accordance with its terms, the "Subsidiary
          Guaranty"), duly executed by each such Guarantor, consenting to the
          amendment and restatement contemplated by this Agreement.

               (iii) To the extent that any such information is changed from
          that previously delivered under the Predecessor Credit Agreement, 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.

               (iv) A certificate signed by a duly authorized officer of the
          Borrower dated the Effective Date certifying as to the truth of the
          representations and warranties contained in the Loan Documents as
          though made on and as of such date and the absence of any event
          occurring and continuing on the Effective Date that constitutes a
          Default.

          SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance. The
obligation of each Appropriate Lender to make an Advance (other than a Letter of
Credit Advance and other than a Swing Line Advance made by a Revolving Credit
Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including
the initial Borrowing), and the obligation of each Issuing Bank to issue a
Letter of Credit (including the initial issuance) 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 or issuance:

           (a) the following statements shall be true (and each of the giving of
     the applicable Notice of Borrowing, Notice of Swing Line Borrowing or
     Notice of Issuance and the acceptance by the Borrower of the proceeds of
     such Borrowing or of such Letter of Credit shall constitute a
     representation and warranty by the Borrower that on the date of such
     Borrowing or issuance such statements are true):

               (i) the representations and warranties contained in each Loan
          Document are correct in all material respects on and as of the date of
          such Borrowing or issuance, before and after giving effect to such
          Borrowing or issuance (other than, solely with respect to Advances
          used to fund the payment of commercial paper issued by the Borrower
          from time to time, the representations 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










<PAGE>


                                     56




          other than the date of such Borrowing or issuance, in which case such
          representations and warranties shall have been correct as of such
          specific date, and

               (ii) 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; and

           (b) the Documentation Agent shall have received such other approvals
     or documents, if any, as any Appropriate Lender through the Documentation
     Agent may reasonably request.

           SECTION 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender Party 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 Lender Parties unless an
officer of the Documentation Agent responsible for the transactions contemplated
by Loan Documents shall have received notice from such Lender Party 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 Lender Parties of the occurrence of the Effective Date.

          SECTION 3.04. Reference to and Effect on the Loan Documents. (a) On
and after the Effectiveness of this Agreement, each reference in the Notes and
each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof", or words of like import referring to the Predecessor Credit
Agreement, shall mean and be a reference to this Agreement.

          (b) The Notes and each of the other Loan Documents, as specifically
amended by this Agreement, are and shall continue to be in full force and effect
and are hereby ratified and confirmed.

          (c) The execution, delivery and effectiveness of this Agreement shall
not operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of
any provision of the Loan Documents.









<PAGE>


                                      57





                                   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 or 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, 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










<PAGE>


                                       58




     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.

          (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.









<PAGE>


                                       59




          (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) 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).

          (j) 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 issuance of any Letters of Credit, 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.

          (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 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









<PAGE>


                                       60





     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, any Letter of Credit shall be outstanding or any Lender Party
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 the 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









<PAGE>


                                       61




     similar businesses and owning similar properties in the same general areas
     in which the Borrower or such Subsidiary operates.

          (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 Lender Parties 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)  [Intentionally Deleted]









<PAGE>


                                       62





          (j) 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
          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;











<PAGE>


                                       63



               (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);

               (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 Party through the Arrangers may from
          time to time reasonably request.

          (k) 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(l) 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 G 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.

          (l) 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









<PAGE>


                                       64





     practicable after consummation of the Tender Offer and cause Authentic
     Fitness and its Subsidiaries to become a Guarantor pursuant to Section
     5.01(k) as soon as practicable and, in any event, within 30 days after
     consummation of the Merger.

          (m) 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.

          SECTION 5.02. Negative Covenants. So long as any Advance shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party 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










<PAGE>


                                       65




          Subsidiaries (the "Canadian Subsidiaries") to secure Debt of the
          Canadian Subsidiaries in the event that the Lenders hereunder or under
          the New 364-Day Credit Agreement, the New Five-Year Credit Agreement
          or the Trade Credit Facility (as defined therein) are granted Liens by
          Group or its Subsidiaries in their respective assets to secure the
          Obligations under the Loan Documents, the New 364-Day Credit
          Agreement, the New Five-Year Credit Agreement or the Trade Credit
          Facility, as the case may be, and

               (v)  Liens on Margin Stock.

          (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,










<PAGE>


                                       66




     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 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;









<PAGE>


                                       67





               (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 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 Lender Parties 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, any Letter of Credit shall be outstanding or any Lender Party 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









<PAGE>


                                       68





     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.


                            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), (k) or (l), 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,










<PAGE>


                                       69




     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

          (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.









<PAGE>


                                      70





          (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(k), 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 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 Appropriate Lender to make Advances (other than
Letter of Credit Advances by an Issuing Bank or a Revolving Credit Lender
pursuant to Section 2.03(c) and Swing Line Advances by a Revolving Credit Lender
pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit
to be terminated, whereupon the same shall forthwith terminate, and (ii) shall
at the








<PAGE>


                                       71




request, or may with the consent, of the Required Lenders, (A) 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 and (B) by notice to each party required under the terms of any
agreement in support of which a Standby Letter of Credit is issued, request that
all Obligations under such agreement be declared to be due and payable;
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 Letter of Credit Advances by the
Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and Swing
Line Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and of
each Issuing Bank to issue Letters of Credit 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.

          SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether they are taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Administrative Agent on behalf of the
Lender Parties in same day funds at the Administrative Agent's office designated
in such demand, for deposit in the L/C Cash Collateral Account, an amount equal
to the aggregate Available Amount of all Letters of Credit then outstanding. If
at any time the Administrative Agent determines that any funds held in the L/C
Cash Collateral Account are subject to any right or claim of any Person other
than the Agents and the Lender Parties or that the total amount of such funds is
less than the aggregate Available Amount of all Letters of Credit, the Borrower
will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the L/C
Cash Collateral Account, an amount equal to the excess of (a) such aggregate
Available Amount over (b) the total amount of funds, if any, then held in the
L/C Cash Collateral Account that the Administrative Agent determines to be free
and clear of any such right and claim.









<PAGE>


                                       72

                                   ARTICLE VII

                                   THE AGENTS

          SECTION 7.01. Authorization and Action. Each Lender Party 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 Lender Parties 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 Party and shall not be responsible to any Lender
Party 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 Party 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.







<PAGE>



                                       73

          SECTION 7.03. Scotiabank, Citibank, Commerzbank and Affiliates. With
respect to its Commitment, the Advances made by it and any Notes issued to it,
each of Scotiabank, Citibank and Commerzbank 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
Party" or "Lender Parties" shall, unless otherwise expressly indicated, include
Scotiabank, Citibank and Commerzbank in their individual capacities. Each of
Scotiabank, Citibank and Commerzbank 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 and Commerzbank were not Agents and without any duty to account
therefor to the Lender Parties.

          SECTION 7.04. Lender Credit Decision. Each Lender Party acknowledges
that it has, independently and without reliance upon any Agent or any other
Lender Party 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 Party
also acknowledges that it will, independently and without reliance upon any
Agent or any other Lender Party 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 Party (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 Party 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 Lender Parties 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 Party (other than the Designated Lenders which have only Competitive Bid
Advances outstanding) agrees to reimburse each Agent promptly upon







<PAGE>



                                       74

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
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 Lender Parties 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 Party 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 (vi) 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







<PAGE>



                                       75

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 amendment, waiver or consent shall,
unless in writing and signed by the Required Lenders and, for each Facility
directly affected by such amendment, waiver or consent, each Lender that has a
Commitment under such Facility (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 or any Issuing Bank, as the case may be, in
addition to the Lenders required above to take such action, affect the rights or
obligations of the Swing Line Bank or of such Issuing Bank, as the case may be,
under this Agreement; and 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 Lender Parties 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 Documentation 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 initial Issuing Bank or Agent, at its
Domestic Lending Office specified opposite its name on Schedule I hereto; if to
any other Lender Party, 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.







<PAGE>


                                       76

          SECTION 8.03. No Waiver; Remedies. No failure on the part of any
Lender Party 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 Section 2.14 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 2.14 hereof) of the Agents and the
Lender Parties 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 Party 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
2.14 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 Facilities 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







<PAGE>



                                       77

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, 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 2.07, Section 2.10(b)(1) or Section 2.12, 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 Party (with a copy of such demand
to the Administrative Agent), pay to the Administrative Agent for the account of
such Lender Party any amounts required to compensate such Lender Party 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 2.14 hereof), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender Party 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
Section 2.11, Section 2.14 and this Section 8.04 and the agreements and
obligations of any Lender Party or Agent contained in Section 2.14 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







<PAGE>



                                       78

circumstance relating to any Designated Lender shall increase (i) any
obligations or liabilities of the Borrower hereunder, including, without
limitation, pursuant to Section 2.07, Section 2.10(b)(1) or Section 2.12 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 Party 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 Party 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 Party shall have made any demand under
this Agreement or such Note, if any, and although such obligations 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
Party 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 Party 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 and initial
Issuing Bank that such Initial Lender and initial Issuing Bank has executed it
and thereafter shall be binding upon and inure to the benefit of the Borrower,
the Agents and each Lender Party 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 Lender Parties.

          SECTION 8.07. Assignments, Designations and Participations (a) Each
Lender Party (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 2.14,
(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







<PAGE>



                                       79

accordance with Section 2.14 or (z) a demand for payment under Section 2.11 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 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, (C) each such assignment shall be to an Eligible
Assignee, (D) 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 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, (E)
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) 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, (F) no such
assignments will be permitted without the consent of the Arrangers until the
Arrangers shall have notified the Lender Parties that syndication of the
Commitments thereunder has been completed, and (G) 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 Revolving Credit 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). 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







<PAGE>



                                       80

Lender Party's hereunder and (y) the Lender Party'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 Party's rights and obligations under this Agreement, such Lender Party
shall cease to be a party hereto).

          (b) By executing and delivering an Assignment and Acceptance, the
Lender Party 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 Party 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 Party or any other
Lender Party 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 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 Party.

          (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party 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.







<PAGE>



                                       81

          (d) (i) Any Lender (other than a Designated Lender) may at any time
designate not more than one Designated Lender to fund Revolving Credit Advances
and/or Competitive Bid 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, (A) 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, (B) 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 Sections 2.01(a) and
2.04, respectively, and (C) 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 (1) shall be and remain obligated to
the Borrower, the Agents and the Lender Parties 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 (2) 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 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.

          (ii) The Borrower, the Agents and the Lender Parties 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: (A) receive any and all payments
made for the benefit of such Designated Lender and (B) 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







<PAGE>



                                       82

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 Lender Parties 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
Party making the designation thereunder and its designee thereunder confirm and
agree with each other and the other parties hereto as follows: (i) such Lender
Party 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 Party 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 Party or any other
Lender Party 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 Party.

          (f) Upon its receipt of a Designation Agreement executed by a
designating Lender Party 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.







<PAGE>



                                       83


          (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 Lender Parties 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 Lender Parties may treat each Person
whose name is recorded in the Register as a Lender Party hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender Party at any reasonable time and from time to time
upon reasonable prior notice.

          (h) Each Lender Party 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 Party's obligations under this Agreement (including, without limitation,
its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such
Lender Party shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender Party shall remain the holder
of any Note issued to it for all purposes of this Agreement, (iv) the Borrower,
the Agents and the other Lender Parties shall continue to deal solely and
directly with such Lender Party in connection with such Lender Party'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 Party 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 Party 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 Party.

           (j) Each Issuing Bank may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under the undrawn portion of its
Letter of Credit







<PAGE>



                                       84

Commitment at any time; provided, however, that (i) except in the case of an
assignment to a Person that immediately prior to such assignment was an Issuing
Bank or an assignment of all of an Issuing Bank's rights and obligations under
this Agreement, the amount of the Letter of Credit Commitment of the assigning
Issuing Bank 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 and shall be in an integral multiple of
$1,000,000 in excess thereof, (ii) each such assignment shall be to an Eligible
Assignee and (iii) the parties to each such assignment shall execute and deliver
to the Agent, for its acceptance and recording in the Register, an Assignment
and Acceptance, together with a processing and recordation fee of $3,500.

          (k) Notwithstanding any other provision set forth in this Agreement,
any Lender Party 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.

          (l) 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 Party 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 Party,
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 Party
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
Party'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 Party and (d)
as requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.







<PAGE>




                                       85

          SECTION 8.09. No Liability of the Issuing Banks. The Borrower assumes
all risks of the acts or omissions of any beneficiary or transferee of any
Letter of Credit with respect to its use of such Letter of Credit. Neither any
Issuing Bank nor any of its officers or directors shall be liable or responsible
for: (a) the use that may be made of any Letter of Credit or any acts or
omissions of any beneficiary or transferee in connection therewith; (b) the
validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against such Issuing Bank, and such Issuing Bank
shall be liable to the Borrower, to the extent of any direct, but not
consequential, damages suffered by the Borrower that the Borrower proves were
caused by (i) such Issuing Bank's willful misconduct or gross negligence in
determining whether documents presented under any Letter of Credit comply with
the terms of the Letter of Credit or (ii) such Issuing Bank's willful failure to
make lawful payment under a Letter of Credit after the presentation to it of a
draft and certificates strictly complying with the terms and conditions of the
Letter of Credit. In furtherance and not in limitation of the foregoing, such
Issuing Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary.

          SECTION 8.10. 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 8.11. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

          SECTION 8.12. 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
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







<PAGE>



                                       86

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 8.13. Release of Guarantors. By execution below, the Required
Lenders hereby agree that each of the Domestic Subsidiaries that are (a)
Guarantors (as defined in the Predecessor Credit Agreement) and (b) not Material
Subsidiaries, are hereby released from their obligations under the Subsidiary
Guaranty.







<PAGE>




                       [PAGE LEFT INTENTIONALLY BLANK]








<PAGE>



          SECTION 8.14. Waiver of Jury Trial. Each of the Borrower, the Agents
and the Lender Parties 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 Party in the negotiation, administration, performance or
enforcement thereof.

          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


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

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


                                   CITIBANK, N.A.
                                   as Syndication Agent

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


                                   COMMERZBANK A.G.,
                                   NEW YORK BRANCH
                                   as Documentation Agent

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









<PAGE>


          SECTION 8.14. Waiver of Jury Trial. Each of the Borrower, the Agents
and the Lender Parties 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 Party in the negotiation, administration, performance or
enforcement thereof.

          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
                                     -------------------------------------------
                                        Title:


                                   THE WARNACO GROUP, INC.

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


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

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


                                   CITIBANK, N.A.
                                   as Syndication Agent

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


                                   COMMERZBANK A.G.,
                                   NEW YORK BRANCH
                                   as Documentation Agent

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









<PAGE>




          SECTION 8.14. Waiver of Jury Trial. Each of the Borrower, the Agents
and the Lender Parties 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 Party in the negotiation, administration, performance or
enforcement thereof.

          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
                                     -------------------------------------------
                                        Title:


                                   THE WARNACO GROUP, INC.

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


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


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


                                   CITIBANK, N.A.
                                   as Syndication Agent

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


                                   COMMERZBANK A.G.,
                                   NEW YORK BRANCH
                                   as Documentation Agent

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










<PAGE>




          SECTION 8.14. Waiver of Jury Trial. Each of the Borrower, the Agents
and the Lender Parties 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 Party in the negotiation, administration, performance or
enforcement thereof.

          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:
                                     -------------------------------------------
                                        Title:


                                   THE WARNACO GROUP, INC.

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


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


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


                                   CITIBANK, N.A.
                                   as Syndication Agent

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


                                   COMMERZBANK A.G.,
                                   New York and Grand Cayman Branches
                                   As Documentation Agent

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

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









<PAGE>


                         Initial Lenders

                                   THE BANK OF NOVA SCOTIA

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


                                   CITIBANK, N.A.

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


                                   UNION BANK OF CALIFORNIA, N.A.

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


                                   THE BANK OF NEW YORK

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


                                   BANK OF TOKYO-MITSUBISHI
                                   TRUST COMPANY

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


                                   BANKBOSTON, N.A.

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











<PAGE>




                           Initial Lenders

                                   THE BANK OF NOVA SCOTIA

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


                                   CITIBANK, N.A.

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


                                   UNION BANK OF CALIFORNIA, N.A.

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


                                   THE BANK OF NEW YORK

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


                                   BANK OF TOKYO-MITSUBISHI
                                   TRUST COMPANY

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


                                   BANKBOSTON, N.A.

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









<PAGE>





                           Initial Lenders

                                   THE BANK OF NOVA SCOTIA

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


                                   CITIBANK, N.A.

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


                                   UNION BANK OF CALIFORNIA, N.A.

                                   By DAVID W. KINKOLA
                                     -------------------------------------------
                                       Name:  DAVID W. KINKOLA
                                       Title: VICE PRESIDENT


                                   THE BANK OF NEW YORK

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


                                   BANK OF TOKYO-MITSUBISHI
                                   TRUST COMPANY

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


                                   BANKBOSTON, N.A.

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









<PAGE>







                           Initial Lenders

                                   THE BANK OF NOVA SCOTIA

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


                                   CITIBANK, N.A.

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


                                   UNION BANK OF CALIFORNIA, N.A.

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


                                   THE BANK OF NEW YORK

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


                                   BANK OF TOKYO-MITSUBISHI
                                   TRUST COMPANY

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


                                   BANKBOSTON, N.A.

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









<PAGE>







                           Initial Lenders

                                   THE BANK OF NOVA SCOTIA

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


                                   CITIBANK, N.A.

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


                                   UNION BANK OF CALIFORNIA, N.A.

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


                                   THE BANK OF NEW YORK

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


                                   BANK OF TOKYO-MITSUBISHI
                                   TRUST COMPANY

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


                                   BANKBOSTON, N.A.

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











<PAGE>







                           Initial Lenders

                                   THE BANK OF NOVA SCOTIA

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


                                   CITIBANK, N.A.

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


                                   UNION BANK OF CALIFORNIA, N.A.

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


                                   THE BANK OF NEW YORK

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


                                   BANK OF TOKYO-MITSUBISHI
                                   TRUST COMPANY

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


                                   BANKBOSTON, N.A.

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










<PAGE>





                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK


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


                                   BANK OF AMERICA, N.A.


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


                                   THE SANWA BANK, LIMITED,
                                   NEW YORK BRANCH


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


                                   SOCIETE GENERALE


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


                                   WACHOVIA BANK, N.A.


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


                                   FUJI BANK


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













<PAGE>


                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK


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


                                   BANK OF AMERICA, N.A.


                                   By  David H. Dinkins
                                     -------------------------------------
                                     Title: David H. Dinkins
                                            Vice President


                                   THE SANWA BANK, LIMITED,
                                   NEW YORK BRANCH


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


                                   SOCIETE GENERALE


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


                                   WACHOVIA BANK, N.A.


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


                                   FUJI BANK


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













<PAGE>


                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK


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


                                   BANK OF AMERICA, N.A.


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


                                   THE SANWA BANK, LIMITED,
                                   NEW YORK BRANCH


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


                                   SOCIETE GENERALE


                                   By  Robert Petersen
                                     -------------------------------------
                                     Title: Robert Petersen
                                            Vice President


                                   WACHOVIA BANK, N.A.


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


                                   FUJI BANK


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











<PAGE>



                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK


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


                                   BANK OF AMERICA, N.A.


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


                                   THE SANWA BANK, LIMITED,
                                   NEW YORK BRANCH


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


                                   SOCIETE GENERALE


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


                                   WACHOVIA BANK, N.A.


                                   By  [ILLEGIBLE SIGNATURE]
                                     -------------------------------------
                                     Title: Senior Vice President


                                   FUJI BANK


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











<PAGE>


                                   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


                                   UNICREDITO ITALIANO


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



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


                                   DAI-ICHI KANGYO BANK, LIMITED


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


                                   FIRST UNION NATIONAL BANK


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


                                   FLEET BANK, N.A.


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











<PAGE>



                                   COMMERZBANK AG
                                   NEW YORK BRANCH


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


                                   UNICREDITO ITALIANO


                                   By  Christopher J. Eldin
                                     -------------------------------------
                                     Title:  Christopher J. Eldin
                                             First Vice President &
                                             Deputy Manager



                                   By  [ILLEGIBLE SIGNATURE]
                                     -------------------------------------
                                     Title: First Vice President


                                   DAI-ICHI KANGYO BANK, LIMITED


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


                                   FIRST UNION NATIONAL BANK


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


                                   FLEET BANK, N.A.


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











<PAGE>



                                   COMMERZBANK AG
                                   NEW YORK BRANCH


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


                                   CREDITO ITALIANO


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



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


                                   DAI-ICHI KANGYO BANK, LIMITED


                                   By  [ILLEGIBLE SIGNATURE]
                                     -------------------------------------
                                     Title: Assistant Vice President


                                   FIRST UNION NATIONAL BANK


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


                                   FLEET BANK, N.A.


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











<PAGE>



                                   COMMERZBANK AG
                                   NEW YORK BRANCH


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


                                   CREDITO ITALIANO


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



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


                                   DAI-ICHI KANGYO BANK, LIMITED


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


                                   FIRST UNION NATIONAL BANK


                                   By  [ILLEGIBLE SIGNATURE]
                                     -------------------------------------
                                     Title: V.P.


                                   FLEET BANK, N.A.


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











<PAGE>



                                   COMMERZBANK AG
                                   NEW YORK BRANCH


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


                                   CREDITO ITALIANO


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



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


                                   DAI-ICHI KANGYO BANK, LIMITED


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


                                   FIRST UNION NATIONAL BANK


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


                                   FLEET BANK, N.A.


                                   By  [ILLEGIBLE SIGNATURE]
                                     -------------------------------------
                                     Title: S.V.P.











<PAGE>



                                   THE INDUSTRIAL BANK OF JAPAN,
                                   LTD., NEW YORK BRANCH


                                   By  J. Kenneth Biegen
                                     -------------------------------------
                                     Title: J. Kenneth Biegen
                                            Senior Vice President


                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION


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


                                   KREDIETBANK N.V.


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


                                   MARINE MIDLAND BANK


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


                                   MERITA BANK PLC - NEW YORK
                                   BRANCH


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


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










<PAGE>



                                   THE INDUSTRIAL BANK OF JAPAN,
                                   LTD., NEW YORK BRANCH


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


                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION


                                   By  [ILLEGIBLE SIGNATURE]
                                     -------------------------------------
                                     Title: Duly Authorized Signatory


                                   KREDIETBANK N.V.


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


                                   MARINE MIDLAND BANK


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


                                   MERITA BANK PLC - NEW YORK
                                   BRANCH


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


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










<PAGE>



                                   THE INDUSTRIAL BANK OF JAPAN,
                                   LTD., NEW YORK BRANCH


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


                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION


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


                                   KREDIETBANK N.V.


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


                                   MARINE MIDLAND BANK


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


                                   MERITA BANK PLC - NEW YORK
                                   BRANCH


                                   By  [ILLEGIBLE SIGNATURE]
                                     -------------------------------------
                                     Title: V.P.


                                   By  [ILLEGIBLE SIGNATURE]
                                     -------------------------------------
                                     Title: S.V.P.










<PAGE>



                                   KBC BANK NV


                                   By  Robert M. Surram, Jr.
                                     -------------------------------------
                                     Title: Robert M. Surram, Jr.
                                            Vice President


                                   By  Robert Snauffer
                                     -------------------------------------
                                     Title: Robert Snauffer
                                            First Vice President