WAIVER
NO. 1

 TO


AMENDED AND RESTATED CREDIT
AGREEMENT 

This WAIVER NO. 1
to AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of August  15,  2006 (this
‘‘Waiver’’), is entered into among
WARNACO INC., a Delaware corporation (the
‘‘Borrower’’), THE WARNACO
GROUP, INC., a Delaware corporation
(‘‘Group’’), CITICORP NORTH
AMERICA, INC. (‘‘CNAI’’) as
Revolving Facility Agent (as defined below) on behalf of each Revolving
Credit Lender executing a Lender Consent (as defined below) and CNAI as
Term Facility Agent (as defined below) on behalf of each Term Loan
Lender executing a Lender Consent and is in connection with the Amended
and Restated Credit Agreement, dated as of January  31,
2006 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the ‘‘Credit
Agreement’’), among the Borrower, Group, the Lenders
and Issuers party thereto, CNAI, as administrative agent for the
Revolving Credit Facility (the ‘‘Revolving Facility
Agent’’) and as administrative agent for the Term
Loan Facility (the ‘‘Term Facility
Agent’’ and, together with the Revolving Facility
Agent, in such capacities, the ‘‘Administrative
Agents’’), CNAI, as Collateral Agent for the Secured
Parties, JPMORGAN CHASE BANK, N.A., as Syndication
Agent, BANK OF AMERICA, NA, THE CIT GROUP/COMMERCIAL SERVICES,
INC. and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL)
(F/K/A, CONGRESS FINANCIAL CORPORATION (CENTRAL)), as
Co-Documentation Agents, and CITIGROUP GLOBAL MARKETS
INC. and J.P. MORGAN SECURITIES, INC., as Joint
Lead Arrangers and Joint Lead Book Managers. Capitalized terms used
herein and not otherwise defined herein shall have the meaning set
forth in the Credit Agreement.


W I T N E S S E
T H:


WHEREAS, Group, the Borrower,
the Lenders, the Issuers and the Administrative Agents are party to the
Credit Agreement;


WHEREAS, the Borrower has
notified the Administrative Agents that the Events of Default specified
on Schedule I (Events of Default) hereto have occurred
and are continuing or, as the case may be, may have occurred and be
continuing (such Events of Default, together with any Event of Default
that may exist by reason of any failure to deliver notice thereof under
Section 6.2 (Default Notices) of the Credit Agreement and
by past misrepresentations under the Credit Agreement that no Default
or Events of Default existed and were continuing, the
‘‘Specified Events of
Default’’);


WHEREAS, the
Borrower has requested that the Administrative Agents and the Requisite
Lenders (a) temporarily waive the Specified Events of Default,
effective during the period from the Waiver No. 1 Effective Date (as
defined below) through the earlier of (i) the occurrence of any
other Event of Default (other than as may be duly waived) and
(ii) the date any Loan Party fails to comply with the covenants
set forth below in Section 1(b) (Waiver and Additional
Covenants) (the ‘‘Waiver
Period’’); and


WHEREAS, the
Lenders party to the Lenders’ Consent (constituting the
Requisite Lenders) and the Administrative Agents agree, subject to the
limitations and conditions set forth herein, to waive the Specified
Events of Default for the Waiver
Period;










NOW, THEREFORE, in
consideration of the premises and the covenants and obligations
contained herein the parties hereto agree as
follows:


Section 1.    Waiver and Additional
Covenants


(a)    Subject to the satisfaction (or due
waiver) of the conditions set forth in Section 2 (Conditions
Precedent to the Effectiveness of this Waiver) hereof, the Lenders
party to the Lender’s Consent, constituting the Requisite
Lenders, and the Administrative Agents waive the Specified Events of
Default for the Waiver Period; provided, however, that,
in respect of Specified Events of Default relating to representations
and warranties, such Specified Events of Default shall be waived only
to the extent they relate to representations and warranties made prior
to the date hereof; and provided, further, that the
waiver set forth in this clause (a) shall not excuse any
failure to comply after the Waiver No. 1 Effective Date with the Credit
Agreement; and

(b)     Additional
Covenants.    Group shall furnish to each Administrative Agent
(with a copy for each applicable Lender requesting same) the
following:

(i)    Quarterly
Reports.    As soon as available and in any event within 30 days
after Waiver No. 1 Effective Date, restated consolidated balance sheets
of Group and its Subsidiaries as of the end of Fiscal Quarter ended
April  1,  2006 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 Fiscal Quarter, and also setting forth a variance
analysis of monthly results during such Fiscal Quarter as compared to
monthly budgeted amounts specified in the forecast for such Fiscal
Quarter previously delivered pursuant to clause (e) of
Section 6.1 (Financial Statements) of the Credit Agreement duly
certified (subject to year-end audit adjustments) by a Responsible
Officer of Group as having been prepared in accordance with GAAP and
certifying compliance with the terms of the Credit Agreement and
setting forth in reasonable detail the calculations necessary to
demonstrate compliance with Article V of the Credit
Agreement;

(ii)    Annual Consolidated
Reports.    As soon as available and in any event within 30 days
after Waiver No. 1 Effective Date, (i) a copy of the restated annual
audit report for the Fiscal Year ended December  31,  2005
for Group and its Subsidiaries, containing the 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 Group and its
Subsidiaries for such Fiscal Year, in each case accompanied by an
opinion (without qualification as to the scope of the audit) of
Deloitte & Touche LLP or by other independent public accountants
acceptable to the Administrative Agents stating that (x) such financial
statements fairly present the consolidated financial position of Group
and its Subsidiaries as at the dates indicated and the results of their
operations and cash flows for the periods indicated in conformity with
GAAP applied on a basis consistent with prior years (except for changes
with which such independent certified public accountants shall concur
and which shall have been disclosed in the notes to the financial
statements) and (y) to the extent permitted by accounting rules and
guidelines, the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with
generally accepted auditing standards, and a certificate of a
Responsible 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 Article V of the Credit
Agreement and (ii) financial information regarding each business unit
consisting of consolidating balance sheets of such business unit as of
the end of such year and related statements of income and cash
flows

2










of such business unit for such Fiscal Year,
all prepared in conformity with GAAP and certified by a Responsible
Officer of Group as fairly presenting the financial position of such
business unit as at the dates
indicated;

(iii)    Compliance
Certificate.    Together with each delivery of each financial
statement pursuant to clauses (i) and (ii) of this
Section (1)(b), a Compliance Certificate (i) showing in
reasonable detail the calculations used in demonstrating compliance
with each of the financial covenants contained in Article V of
the Credit Agreement; which is tested on a quarterly basis, (ii)
showing in reasonable detail the calculations necessary to determine
the Applicable Margin, and (iii) stating that no Default or Event of
Default has occurred and is continuing or, if a Default or an Event of
Default has occurred and is continuing, stating the nature thereof and
the action which Group proposes to take with respect thereto;
and

(iv)    Earnings Per
Share.    Evidence reasonably satisfactory to the Administrative
Agents that earnings per share have not been restated by more than
$0.10 per share for each of (a) the Fiscal Year ended December
31,  2005 and (b) the Fiscal Quarter ended April  1,
2006

(v)    SEC Filing.    Evidence
reasonably satisfactory to the Administrative Agents that each Warnaco
Entity has made all filing with the Securities and Exchange Commission
or any national securities exchange required in connection with the
restatements set forth in clauses (i) and (ii) of this
Section (1)(b).



Section 2.    Conditions
Precedent to the Effectiveness of this Waiver


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

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

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

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

(iii)    the
Acknowledgment and Consent, in the form attached hereto as Exhibit
B (each, a ‘‘Lender Consent’’),
executed by the Lenders which, when combined, constitute the Requisite
Lenders; and

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

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

3









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

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

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

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


Section 3.    Representations and
Warranties


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

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

(b)    except as set forth on Schedule I hereto, no
Default or Event of Default has occurred and is continuing;

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

4









(d)    no
‘‘Default’’ or ‘‘Event of
Default’’ has occurred and is continuing under, and is
defined in, the Senior Note
Indenture.


Section 4.    Fees and
Expenses


(a)    As consideration for the execution of
this Amendment, the Borrower and each other Loan Party jointly and
severally agrees to pay to the applicable Administrative Agent for the
account of each Lender for which such Administrative Agent shall have
received (by facsimile or otherwise) an executed signature page (or a
release from escrow of a signature page previously delivered in escrow)
for this waiver (i) by 5 p.m. (New York Time) on Friday, August
11,  2006, a waiver fee equal to 0.075% of the sum of such
Lender’s Revolving Credit Commitments then in effect plus the
principal amount of such Lender’s outstanding Term Loans, (ii)
by 5 p.m. (New York Time) on Monday, August  14,  2006, a
waiver fee equal to 0.05% of the sum of such Lender’s
Revolving Credit Commitments then in effect plus the principal amount
of such Lender’s outstanding Term Loans and (iii) by 3 p.m. (New
York Time) on Tuesday, August  15,  2006 or such later date
or time as the Administrative Agents and the Borrower may agree), a
waiver fee equal to 0.025% of the sum of such Lender’s
Revolving Credit Commitments then in effect plus the principal amount
of such Lender’s outstanding Term Loans

(b)    The
Borrower, Group and each other Loan Party agrees to pay on demand in
accordance with the terms of Section 11.3 (Costs and
Expenses) of the Credit Agreement all costs and expenses of the
Agents in connection with the preparation, reproduction, execution and
delivery of this Waiver and all other Loan Documents entered into in
connection herewith (including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel for the Agents with respect
thereto).


Section 5.    Reference to the Effect
on the Loan Documents


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

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

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

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

5









(e)    This Waiver is a Loan
Document.


Section 6.    Execution in
Counterparts


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


Section 7.    Governing
Law


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


Section 8.    Section
Titles


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


Section 9.    Notices


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


Section 10.    Severability


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


Section 11.    Successors


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

6










Section 12.    Waiver of
Jury Trial



EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS
WAIVER OR ANY OTHER LOAN
DOCUMENT.


[SIGNATURE PAGES
FOLLOW]


7
















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





										
	 			WARNACO INC.,
 

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

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


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


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














EXHIBIT A

FORM OF
CONSENT AND AGREEMENT OF GUARANTORS

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

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

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

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

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


[SIGNATURE
PAGE FOLLOWS]











IN WITNESS WHEREOF, the
undersigned has caused this Consent and Agreement to be duly executed
and delivered as of August 15, 2006.





										
	 			THE WARNACO GROUP,
INC.,

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

A.B.S. CLOTHING COLLECTION,
INC.

AUTHENTIC FITNESS ON-LINE,
INC.

CALVIN KEIN JEANSWEAR
COMPANY 

CCC ACQUISITION
CORP.

C. F. HATHAWAY
COMPANY 

CKJ GROUP,
INC.

DESIGNER GROUP LTD.

GREGORY
STREET, INC.

JEANSWEAR GROUP,
INC.

KAI JAY MANUFACTURING
COMPANY 

OCEAN PACIFIC APPAREL
CORP.

OUTLET STORES,
INC.

UBERTECH PRODUCTS,
INC.

WARNACO MEN'S SPORTSWEAR
INC.

WARNACO PUERTO RICO,
INC.

WARNACO RETAIL INC.

WARNACO
SOURCING INC.

WARNACO SWIMWEAR
INC.

WARNACO SWIMWEAR PRODUCTS
INC.,

MYRTLE AVENUE,
INC.,

CKU.COM INC.,

WARNACO U.S.,
INC.,

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















ACKNOWLEDGED AND
AGREED

as of the date first above written:


CITICORP NORTH AMERICA, INC.


as
Revolving Facility Agent, Term Facility Agent


and Collateral
Agent


By:   /s/ Sebastien
Delasnerie                

Name: Sebastien
Delasnerie
Title:   Vice
President









 EXHIBIT
B 


FORM OF CONSENT OF
LENDERS

 TO


WAIVER NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT 

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

Each of the
undersigned hereby consents, pursuant to and in accordance with
Section 11.1 (Waivers, Waivers, Etc.) of the Credit
Agreement, to the Waiver and other terms of Waiver No. 1 to the Credit
Agreement, dated as of August  15,  2006
(‘‘Waiver No. 1’’) and acknowledges
and agrees to be bound by the terms of Waiver No. 1 and that the terms
of Waiver No. 1 shall not affect its obligations and liabilities as a
Lender under the Loan Documents (other than as expressly described in
Waiver No. 1), that all of such obligations and liabilities remain in
full force and effect and are hereby reaffirmed.

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

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

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

Dated
as of August  15,
2006.


[SIGNATURE PAGES
FOLLOW]













										
	 			Lenders:
	 			 			 			 
	 			By:			 
	 			 			Name:			 
	 			 			Title:			 
	














Schedule I

Events of
Default

The following covenants were breached or will be
breached as a result of the matters disclosed in the Form 8-K filled by
Group with the SEC on August  9,
2006:


Section 6.1(a)(Monthly Reports) in respect of
the months ended January  31,  2006, February
28,  2006, March  31,  2006, April  30,
2006 and May  31,  2006.


Section
6.1(b)(Quarterly Reports) in respect of the Fiscal Quarter ended
April  1,  2006


Section 6.1(c)(Annual
Consolidated Reports ) in respect of the Fiscal Year ended
December  31,  2005


Section 6.1(d)
(Compliance Certificate ) in respect of the Fiscal Quarter ended
April  1,  2006 and the Fiscal Year ended December
31,  2005


Section 7.7 (Keeping of Books ) in
respect of the months ended January  31,  2006,
February  28,  2006, March  31,  2006,
April  30,  2006 and May  31,  2006, the Fiscal
Quarters ended April  1,  2006 and the Fiscal Year ended
December  31,
2005