WARNACO GROUP INC /DE/
EXHIBIT 10.38
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10-38.txt
<DESCRIPTION>EXHIBIT 10.38
<TEXT>


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                             INTERCREDITOR AGREEMENT


                           dated as of October 6, 2000

                                      among

                            THE WARNACO GROUP, INC.,

                                  WARNACO INC.,

                THE OTHER SUBSIDIARIES OF THE WARNACO GROUP, INC.
                                  PARTY HERETO,

                            THE BANK OF NOVA SCOTIA,
                            as Administrative Agent,

             THE BANK OF NOVA SCOTIA and SALOMON SMITH BARNEY INC.,
                               as Lead Arrangers,

                   THE BANK OF NOVA SCOTIA and CITIBANK, N.A.,
                              as Debt Coordinators,

                            THE BANK OF NOVA SCOTIA,
                           SALOMON SMITH BARNEY INC.,
                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                       COMMERZBANK A.G., NEW YORK BRANCH,
                                       and
                                SOCIETE GENERALE,
                                  as Arrangers,

                                SOCIETE GENERALE,
                               as Security Agent,

                        THE OTHER FINANCIAL INSTITUTIONS
                        FROM TIME TO TIME PARTIES HERETO,

                                       and

                      STATE STREET BANK AND TRUST COMPANY,
                              as COLLATERAL TRUSTEE





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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                        Page
-------                                                                                                        ----
                                                     ARTICLE I

                                         DEFINITIONS AND ACCOUNTING TERMS

        <S>              <C>                                                                                     <C>
         Section 1.1       Definitions............................................................................1
         Section 1.2       Accounting Terms.......................................................................1

                                                    ARTICLE II

                                            INTERCREDITOR ARRANGEMENTS

         Section 2.1       Application of Prepayments, Other Amounts and Commitment Reductions....................2
         Section 2.2       Amendments of Loan Documents; Certain Amendments Under Covered
                           Facilities.............................................................................4
         Section 2.3       Defaults...............................................................................6
         Section 2.4       New Facilities; Designated Capital Markets Transactions................................7
         Section 2.5       Other Actions..........................................................................8

                                                    ARTICLE III

                                                      WAIVER
         Section 3.1       Waiver.................................................................................8

                                                    ARTICLE IV

                                            CONDITIONS OF EFFECTIVENESS

         Section 4.1       Conditions of Effectiveness............................................................9

                                                     ARTICLE V

                                        COLLATERAL TRUSTEE; SECURITY AGENT

         Section 5.1       Authorization and Action..............................................................10

                                                    ARTICLE VI

                                                    THE AGENTS

         Section 6.1       Authorization and Action..............................................................11

</TABLE>
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<TABLE>

        <S>              <C>                                                                                     <C>
         Section 6.2       Administrative Agent ; Debt Coordinators; Collateral Trustee; Security
                           Agent.................................................................................12
         Section 6.3       Agents' Reliance, Etc.................................................................12
         Section 6.4       Scotiabank, SSBI, Citibank, Commerzbank, Morgan, SG, State Street
                           Bank and Trust Company and Affiliates.................................................13
         Section 6.5       Lender Party Decision.................................................................13
         Section 6.6       Indemnification.......................................................................14
         Section 6.7       Successor Agents......................................................................14
         Section 6.8       No Knowledge of Defaults..............................................................15

                                                    ARTICLE VII

                                SPECIAL PROVISIONS CONCERNING FOREIGN JURISDICTIONS
         Section 7.1       Joint Creditorship....................................................................15
         Section 7.2       Declaration of Trust (Treuhand) and Appointment as Administrator......................16
         Section 7.3       Quebec Security.......................................................................16

                                                   ARTICLE VIII

                                                   MISCELLANEOUS
         Section 8.1       Notices, Etc..........................................................................17
         Section 8.2       No Waiver; Remedies...................................................................17
         Section 8.3       Costs and Expenses....................................................................17
         Section 8.4       Register; Cash Management Register....................................................19
         Section 8.5       Execution in Counterparts.............................................................19
         Section 8.6       Binding Effect; Novation..............................................................20
         Section 8.7       Jurisdiction, Process Agent, Judgment Currency, Waiver of Immunities,
                           Etc...................................................................................20
         Section 8.8       Governing Law.........................................................................21
         Section 8.9       Waiver of Jury Trial..................................................................22
</TABLE>


Schedules

Schedule I                 -        Notice Addresses
Schedule II                -        Existing Facilities
Schedule 2.1(d)            -        Certain Payments

Exhibits
Exhibit A                  -        Form of Facility Agreement


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                  INTERCREDITOR AGREEMENT (this "Agreement") dated as of October
6, 2000 among The Warnaco Group, Inc. ("Group"), Warnaco Inc. ("Warnaco"), the
other Subsidiaries of Group from time to time parties hereto, The Bank of Nova
Scotia ("Scotiabank"), as Administrative Agent (the "Administrative Agent"),
Scotiabank and Salomon Smith Barney Inc. ("SSBI"), as Lead Arrangers (the "Lead
Arrangers"), Scotiabank and Citibank, N.A. ("Citibank"), as Debt Coordinators
(the "Debt Coordinators"), Scotiabank, SSBI, Morgan Guaranty Trust Company of
New York ("Morgan"), Commerzbank A.G. ("Commerzbank") and Societe Generale
("SG"), as Arrangers (the "Arrangers"), SG as Security Agent ("Security Agent"),
the other financial institutions under the Covered Facilities specified below
from time to time parties hereto and State Street Bank and Trust Company, as
Collateral Trustee (the "Collateral Trustee").

                                    RECITALS

                  In connection with the amendment, modification, restatement
and, in certain cases, extension of the Existing Facilities of Group and various
of its Subsidiaries pursuant to the Facility Agreement specified below, and the
consummation of the transactions contemplated thereunder, the parties desire to
enter into this Agreement to, among other things, provide for the (a)
application of all optional and mandatory prepayments, commitment reductions and
certain other payments made by the Loan Parties under the Covered Facilities,
(b) manner in which certain voting and other actions, including the exercise of
certain remedies, may be taken by the Lender Parties and the Agents under the
Loan Documents and the Covered Facilities, (c) exercise of certain rights by the
Administrative Agent and the Debt Coordinators on behalf of the Lender Parties
and (d) appointment of a Collateral Trustee.

                  NOW, THEREFORE, in consideration of the premises and for other
valuable consideration, the receipt and sufficiency of which the parties
acknowledge, the parties agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  Section 1.1 Definitions. As used in this Agreement, terms have
the meanings as specified in Part I of Annex A to the Facility Agreement (as
defined in Section 4.1(a)(ii) hereof), and the rules of interpretation and
construction set forth in Part II of such Annex A shall apply.

                  Section 1.2 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles as in effect on the Effective Date ("GAAP").


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                                   ARTICLE II

                           INTERCREDITOR ARRANGEMENTS

                  Section 2.1 Application of Prepayments, Other Amounts and
Commitment Reductions. (a) On the date of any payment to the Administrative
Agent pursuant to Section 2.9(a) of the Facility Agreement (i) the commitments
under each Covered Facility shall be permanently reduced (other than as
specified in Section 2.1(b)(iv)) in an amount equal to such facility's Pro-Rata
portion of such prepayment, (ii) each Covered Facility will be prepaid (or in
the case of letters of credit and acceptances, cash collateralized, if
applicable, as specified in Section 2.1(b)) in an amount equal to the excess of
the outstanding principal amount (or in the case of letters of credit and
acceptances, stated amount and face amount, respectively) of the Obligations
thereunder over the aggregate commitments thereunder (as so reduced), (iii) to
the extent not otherwise reduced pursuant to clause (ii), each Covered Facility
which is a term facility shall be prepaid in an amount equal to such facility's
Pro-Rata portion of such prepayment, (iv) a payment shall be made in respect of
each Derivative Agreement (other than the Equity Derivatives) in the manner set
forth in clause (b)(ii) below in an amount equal to such facility's Pro-Rata
portion of such prepayment and (v) a payment shall be made in respect of each
Equity Derivative in the manner set forth in clause (b)(iii) below in an amount
equal to such facility's Pro-Rata portion of such prepayment.

                  (b) All commitment reductions and all amounts received by the
Administrative Agent from the Loan Parties or the Collateral Trustee (A)
pursuant to any Collateral Document or Section 2.9 of the Facility Agreement,
(B) by optional prepayment or (C) under clause (c) or (d) below shall be
allocated Pro Rata at the time of such prepayment or commitment reduction;
provided that:

         (i)      the prepayments and commitment reductions which would
                  otherwise be made to a Long-Term Facility Lender Party who is
                  also a party to one or more Short-Term Facilities will instead
                  be applied to prepay credit extensions outstanding and reduce
                  commitments, if any, of such Lender Parties under the
                  Short-Term Facilities (on a ratable basis, if such Lender
                  Party is a party to more than one such Short-Term Facility) in
                  the direct order of maturity until such Short-Term Facilities
                  are paid in full, and then to such Long-Term Facility Lender
                  Parties otherwise as in accordance with this Section 2.1(b);

         (ii)     allocations with respect to each Derivative Agreement (other
                  than the Equity Derivatives) shall be (A) made based on the
                  mark-to-market valuation thereof (calculated as specified in
                  the definition of "Agreement Value") at the time of such
                  prepayment or commitment reduction or other payment and (B)
                  deposited in the Collateral Account as collateral security for
                  the applicable Loan Party's obligations under such Derivative
                  Agreement and paid, to the extent necessary, by the Collateral
                  Trustee in satisfaction of obligations owed when due under
                  such

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                  Derivative Agreement (as determined by the Debt Coordinators),
                  and any amounts remaining in such Collateral Account with
                  respect to any such Derivative Agreement after all amounts
                  owing thereunder have been paid in full shall be paid by the
                  Collateral Trustee to the Administrative Agent for allocation
                  as otherwise specified in this Section 2.1(b);

         (iii)    allocations with respect to each Equity Derivative shall be
                  (A) made based on the total commitment thereunder (calculated
                  as specified in the definition of "Agreement Value") at the
                  time of such prepayment or commitment reduction or other
                  payment and (B) (x) applied in repayment of the Equity
                  Derivative Notes in such order or manner as the Lender Party
                  which is the counterparty to such Equity Derivative elects or
                  (y) after all such Equity Derivative Notes have been paid in
                  full, shall be held by such counterparty as collateral
                  security for the applicable Loan Party's obligations under
                  such Equity Derivative, and after such Equity Derivative is
                  terminated, all disposition of shares held thereunder has been
                  completed and all amounts owing thereunder have been paid in
                  full, shall be paid to the Administrative Agent for allocation
                  as otherwise specified in this Section 2.1(b); and

         (iv)     optional prepayments and other prepayments made by any Loan
                  Party of any revolving loans under any Covered Facility to the
                  extent such prepayments do not concurrently permanently reduce
                  revolving commitments under such Covered Facility will not be
                  allocated to any other Covered Facility.

All amounts received by each Lender Party, or their agent or other
representative, under any Covered Facility to which they are a party from the
Administrative Agent as specified in this Section 2.1(b) shall then further be
allocated first to reduce the then-remaining installments of any term loans
outstanding under such facility in the direct order of maturity, and then,
second, to permanently reduce any revolving loans outstanding (with
corresponding commitment reductions) thereunder (or in the case of letters of
credit and acceptances, deposited in the Collateral Account as collateral
security for the applicable Loan Party's obligations under such letters of
credit and acceptances and paid, to the extent necessary, by the Collateral
Trustee in satisfaction of obligations owed when due thereunder), in all cases
Pro Rata (except as provided in clause (i) above). For purposes of determining
the amount and timing of allocations to be made pursuant to this Section 2.1,
all calculations of the Debt Coordinators shall be conclusive and final, absent
manifest error.

                  (c) If any Lender Party to any Foreign Facility shall obtain
at any time any proceeds resulting from the sale of, or other enforcement action
with respect to, any collateral securing such Foreign Facility as a result of
the acceleration of the maturity of the Debt, or such Debt otherwise becoming
due, under any such Foreign Facility, whether pursuant to Article V of the
Facility Agreement or otherwise, then such Lender Party will pay over such
proceeds to the Administrative Agent for allocation as specified in Section
2.1(b).

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                  (d) Other than (i) such payments to be made under the Covered
Facilities as are specified on Schedule 2.1(d), (ii) all scheduled payments on
account of Obligations (including fees and expenses) of the Loan Parties
required to be made in accordance with the terms of the Covered Facilities (as
amended or modified by the Loan Documents), (iii) delivery and realization on
amounts received pursuant to the Equity Derivatives and reductions of the Equity
Derivative Notes as provided in Section 4 of the Memoranda of Understanding as
in effect on the Effective Date and referred to in items B.18 and B.19 of
Schedule II to this Agreement and (iv) payments made to the Specified Facility
Lender upon the occurrence and during the continuance of an Event of Default
under either the Facility Agreement or the Specified Facility, all other
payments (whether voluntary, involuntary, through the exercise of any right of
set-off, or other rights and remedies in respect of any of the Collateral, or
otherwise) made by any Loan Party on account of Obligations due and payable to
the Lender Parties under any of the Covered Facilities which are paid to such
Lender Parties shall be paid over to the Administrative Agent for allocation as
specified in Section 2.1(b).

                  (e) If any Lender Party shall obtain at any time any payment
of the character described in this Section 2.1 (other than payments described in
clause (d)(i), (ii) and (iii) above) in excess of its Pro Rata share (in the
determination of the Debt Coordinators according to the allocation procedures
specified in this Section 2.1), such Lender Party shall forthwith purchase from
the other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be
necessary to cause such purchasing Lender Party to share the excess payment Pro
Rata with each of them; provided that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender Party, such purchase
from each other Lender Party shall be rescinded and such other Lender Party
shall repay to the purchasing Lender Party the purchase price to the extent of
such Lender Party's Pro Rata share of such recovery. The Loan Parties agree that
any Lender Party so purchasing an interest or participating interest from
another Lender Party pursuant to this Section 2.1(e) may, to the fullest extent
permitted by law, exercise all its rights of payment (including, without
limitation, the right of set-off) with respect to such interest or participating
interest, as the case may be, as fully as if such Lender Party were the direct
creditor of the respective Loan Parties in the amount of such interest or
participating interest, as the case may be.

                  Section 2.2 Amendments of Loan Documents; Certain Amendments
Under Covered Facilities. (a) No amendment or waiver of any provision which is
applicable to all Covered Facilities (as amended or modified by the Loan
Documents), or of any provision of this Agreement or of any other Loan Document,
nor consent to any departure therefrom by any party hereto, or any authorized
agent or other representative of any party hereto, shall in any event be
effective unless the same shall be in writing and signed (or, in the case of the
Collateral Documents, consented to) by Group and 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 (it being understood that, except as
otherwise expressly provided herein, any amendment or waiver of any provision
which is applicable to all Covered Facilities (as amended or modified by the
Loan Documents) shall be (i) effected pursuant to the provisions of this Section
2.2 in lieu of the

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amendment provisions specified in each applicable Covered Facility and (ii)
deemed approved for all Covered Facilities other than the Specified Facility);
provided that (A) no amendment, waiver or consent shall, unless in writing and
signed by all of the Lender Parties who have executed and delivered this
Agreement (other than any Lender Party that is, at such time, a Defaulting
Lender), do any of the following at any time: (i) release all or substantially
all of the Collateral in any transaction or series of related transactions, (ii)
release all or substantially all of the aggregate value of the benefits
collectively available to the Lender Parties under the Parent Guaranty and the
Subsidiary Guaranty, (iii) amend or waive the provisions of Section 2.1, (iv)
amend this Section 2.2, (v) increase the commitments of the Lender Parties under
any Covered Facility, (vi) reduce the principal (or in the case of letters of
credit and acceptances, stated amount and face amount, respectively) of, or
interest on, or any fees or other amounts payable with respect to any credit
extension under any Covered Facility, (vii) postpone any date fixed for any
payment of principal (or in the case of letters of credit and acceptances,
stated amount and face amount, respectively) of, or interest on, or any fees or
other amounts payable with respect to any credit extension under any Covered
Facility, or (viii) limit the liability of any Loan Party under any of the
Covered Facilities and provided further that no amendment, waiver or consent
shall, unless in writing and signed by an Agent in addition to the Lender
Parties required above to take such action, affect the rights or duties of such
Agent under this Agreement or any of the other Loan Documents, (B) no amendment,
waiver or consent with respect to the following Sections of the Facility
Agreement: 2.6(a), 2.6(b), 2.7 and 2.9, shall be effective unless the same shall
be in writing and signed (or consented to) by the Supermajority Lenders, (C) no
amendment of the last sentence of the defined term "Required Lenders" shall be
effective unless the same shall be in writing and signed (or consented to) by
holders of at least a majority of the sum of the (i) aggregate capital
outstanding under the Securitization Facility and (ii) aggregate unused purchase
commitments under the Securitization Facility, (D) no amendment of the last
sentence of the defined term "Supermajority Lenders" shall be effective unless
the same shall be in writing and signed (or consented to) by holders of at least
66-2/3% of the sum of the (i) aggregate capital outstanding under the
Securitization Facility and (ii) aggregate unused purchase commitments under the
Securitization Facility, (E) no amendment of clause (D) of the last paragraph of
Section 1 of the Security Agreement or clause (vii) of the defined term
"Excluded Property" shall be effective unless the same shall be in writing and
signed (or consented to) by holders of 100% of the sum of the (i) aggregate
capital outstanding under the Securitization Facility and (ii) aggregate unused
purchase commitments under the Securitization Facility, (F) the Specified
Facility Lender may at any time agree to any amendment or modification of, or
waiver under, the Specified Facility without the approval of the Required
Lenders and (G) no amendment of any provisions of Section 2.6(f) of the Facility
Agreement prohibiting issuances or sales of Equity Interests to satisfy
obligations under the Equity Derivatives shall be effective unless the same
shall be in writing and signed (or consented to) by the Required Lenders and the
Lender Party which is the counterparty to the applicable Equity Derivative.

                  (b) Each Lender Party agrees that (i) it will (or will
instruct its representative or agent under each Covered Facility to which it is
a party, as applicable, to) provide notice to the Debt Coordinators of any
proposed amendment or waiver under any such Covered Facility and

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(ii) in addition to the requisite approvals required pursuant to the terms of
any Covered Facility, no amendment or waiver of any provision of any Covered
Facility (nor consent to any departure by any party therefrom) or any other
action under any Covered Facility which does any of the following at any time
shall in any event be effective unless the same shall be in writing and signed
or consented to by the Required Lenders: (i) reduce, other than on a Pro Rata
basis in accordance with Section 2.1, the commitments of the lenders, obligors
or other credit extension providers thereunder, (ii) increase the rate of
interest on, the loans or other credit extensions thereunder or any fees or
other amounts payable thereunder, (iii) increase the amount of, or shorten any
date fixed for any payment of principal of, or interest on, the loans or other
credit extensions thereunder or any fees or other amounts payable thereunder,
(iv) release or take other action with respect to the Collateral and (v) add
additional or more restrictive covenants, defaults, required prepayment,
required redemption or other similar terms more restrictive or onerous on, or
less favorable to, Group and its Subsidiaries, or any of the Loan Parties, than
those generally applicable to the Covered Facilities and the Existing
Facilities. If the Debt Coordinators make a determination that any of the
elements of the type specified in any of the foregoing clauses (i) through (v)
are present in such proposed amendment or waiver, they will deliver such
proposed amendment or waiver to all of the Lender Parties under all of the
Covered Facilities, with approval of such proposed amendment or waiver in such
case subject to approval of the Required Lenders.

                  Section 2.3 Defaults. (a) If a default or event of default
shall occur under any Covered Facility (a "Defaulted Facility"), (i) each Lender
Party thereto agrees that it will (or will instruct its representative or agent
under such Defaulted Facility to which it is a party, as applicable, to)
promptly notify the Administrative Agent, and the Administrative Agent will
promptly notify all Lender Parties under all of the Covered Facilities and the
Collateral Trustee and (ii) from the Effective Date until the earlier of (1) the
Termination Date and (2) a Bankruptcy Event, (A) each Lender Party other than,
upon the occurrence and during the continuance of an Event of Default under the
Facility Agreement or the Specified Facility, the Specified Facility Lender,
agrees that it will refrain from exercising any right, remedy or power available
to it (including, without limitation, rights of set-off (whether or not a
default or event of default shall have occurred) or acceleration and the right
to reduce or terminate commitments), and (B) each Lender Party agrees that it
will refrain from directing the Collateral Trustee, the Administrative Agent,
the Debt Coordinators or any other Person from taking any such action (including
making claims under any guaranty), under such Defaulted Facility or the Loan
Documents or applicable law related thereto, in either case, unless authorized
to do so by the Required Lenders, acting through the Debt Coordinators.
Notwithstanding the foregoing and notwithstanding any other provision of this
Agreement or the Facility Agreement to the contrary, (i) the counterparties to
the Equity Derivatives may terminate the Equity Derivatives, may sell shares of
Group's stock, may accept Equity Derivative Notes and may exercise other rights
and remedies under the terms of the Equity Derivatives as in effect on the
Effective Date, including, without limitation, upon the occurrence of an Event
of Default or Termination Event (as such terms are defined in the applicable
Equity Derivative) or upon the occurrence of an Event of Default under the
Facility Agreement; provided, however, that except for the rights set forth in
Section 2.1(d)(iii) hereof,

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such counterparties' respective collection and enforcement rights with respect
to any net amount owing by any Loan Party as a result of termination and
settlement of the Equity Derivatives shall be subject to the limitations
otherwise specified in this clause (a) and (ii) upon the occurrence and during
the continuance of an Event of Default under either the Facility Agreement or
the Specified Facility, the Specified Facility Lender may retain all payments
made to it by any Loan Party at such time in respect of any Obligations under
the Specified Facility. EACH OF THE LENDER PARTIES ACKNOWLEDGES AND AGREES THAT,
WITH RESPECT TO ANY COLLATERAL, IT SHALL HAVE NO RIGHT TO INDIVIDUALLY DIRECT
THE COLLATERAL TRUSTEE, THE ADMINISTRATIVE AGENT, THE DEBT COORDINATORS OR ANY
OTHER PERSON TO TAKE OR REFRAIN FROM TAKING ANY ACTION HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT OR UNDER ANY COVERED FACILITY OR UNDER APPLICABLE LAW, AND
THAT ALL RIGHTS WITH RESPECT TO THE COLLATERAL SHALL BE VESTED SOLELY IN THE
REQUIRED LENDERS ACTING THROUGH THE COLLATERAL TRUSTEE (AS INSTRUCTED BY THE
DEBT COORDINATORS) AND OTHERWISE IN ACCORDANCE WITH THIS AGREEMENT.

                  (b) In case the Administrative Agent, the Collateral Trustee
or the Debt Coordinators shall have proceeded to enforce any right, remedy or
power under this Agreement or the other Loan Documents and the proceeding for
the enforcement thereof shall have been discontinued or abandoned for any reason
or shall have been determined adversely to the Administrative Agent, the
Collateral Trustee or the Debt Coordinators, then and in every such case each
Secured Party shall, subject to any effect of or determination in such
proceeding, severally and respectively be restored to their former positions and
rights hereunder and under the other Loan Documents with respect to the
Collateral and in all other respects.

                  Section 2.4 New Facilities; Designated Capital Markets
Transactions. As specified in Section 2.6(b)(i) of the Facility Agreement, all
New Facilities require approval of the Debt Coordinators. Such approval will (i)
automatically be given with respect to Designated Capital Markets Transactions
which meet the Specified Parameters and (ii) otherwise be given by the Debt
Coordinators, unless in their reasonable judgment they determine that any such
New Facility (A) could impair the value of or have an adverse effect on the
Existing Facilities or the Covered Facilities or the rights or interests of the
Lender Parties thereunder or (B) contains terms or provisions (except for
customary covenants applicable to single asset financings) that are materially
more restrictive or onerous on Group or any of the Loan Parties than those
contained in the Existing Facilities or the Covered Facilities. If the Debt
Coordinators make a determination of the type specified in either of the
foregoing clauses (A) or (B), or in the case where a proposed Designated Capital
Markets Transaction does not, in the judgment of the Debt Coordinators, meet the
Specified Parameters, the Debt Coordinators will deliver all material
documentation with respect to such proposed New Facility or Designated Capital
Markets Transaction to all of the Lender Parties, with such proposed New
Facility or Designated Capital Markets Transaction in such case subject to
approval of the Required Lenders. No fees will be

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required for approvals of New Facilities or Designated Capital Markets
Transactions by the Debt Coordinators or the Required Lenders.

                  Section 2.5 Other Actions. (a) At Group's cost, each Lender
Party will make, execute, endorse, acknowledge, file and/or deliver to the
Collateral Trustee from time to time such powers of attorney (in form
satisfactory to such Lender Party), documents, and other assurances or
instruments and take such further steps relating to the Collateral as the Debt
Coordinators may reasonably require to preserve or protect the security
interests in the Collateral granted pursuant to the Loan Documents.

                  (b) Each of the Lender Parties, the Agents and the other
financial institutions from time to time parties hereto agree that it shall not
institute or join any Person or entity in instituting against Liberty Street
Funding Corp. or any other conduit purchaser which is a party to the
Securitization Facility, any bankruptcy, reorganization, insolvency or
liquidation proceeding or other proceedings under any federal of state
bankruptcy or similar law, for one year and a day after the date on which the
last maturing, short-term promissory note issued, or to be issued, by Liberty
Street Funding Corp. or such conduit purchaser to fund its investment in
accounts receivable or other financial assets is paid in full.

                  (c) Each Lender Party which is a party hereto hereby (i)
irrevocably appoints the Debt Coordinators as its representative in connection
with the entering into of the Facility Agreement, and agrees to be bound by the
terms and provisions of the Facility Agreement as though it had been a signatory
thereto and (ii) acknowledges that each of the Debt Coordinators will,
concurrently with the execution and delivery of this Agreement, execute and
deliver the Facility Agreement in its capacity as Debt Coordinator and as
representative of each such Lender Party.

                                   ARTICLE III

                                     WAIVER

                  Section 3.1 Waiver. Each Lender Party hereby waives (and
instructs each of its authorized representatives or agents under each of the
Covered Facilities to which it is a party, as applicable, to waive) any and all
defaults or events of default known to it which may have occurred and be
existing under the Covered Facilities to which it is a party as of the Effective
Date; provided that such waiver shall not constitute a waiver of any default,
event of default or other condition giving rise to a default or event of default
separately arising after the Effective Date under any Loan Document or Covered
Facility to which it is a party.


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                                   ARTICLE IV

                           CONDITIONS OF EFFECTIVENESS

                  Section 4.1 Conditions of Effectiveness. Articles II and III
of this Agreement shall become effective as of the date (the "Effective Date")
when and only when all of the conditions set forth in this Article IV have been
satisfied.

                  (a) The Administrative 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 Debt Coordinators (unless
otherwise specified) and in sufficient copies for each Lender Party:

         (i)      A counterpart of this Agreement executed by or on behalf of
                  each Loan Party and each Lender Party or the requisite number
                  of Lender Parties under each of the Covered Facilities
                  constituting "required lenders" thereunder (or such similar
                  term as denotes the necessary number of lenders or other
                  financial institutions owed or holding the required percentage
                  of loans or other credit extensions outstanding or commitments
                  therefor as may be necessary to amend, modify, restate and, in
                  certain cases, extend, any such Credit Facility as herein
                  stated), as determined by the Debt Coordinators (with notice
                  thereof to Group).

         (ii)     The Amendment, Modification, Restatement and General
                  Provisions Agreement in substantially the form of Exhibit A
                  hereto (as the same may be amended, supplemented or otherwise
                  modified from time to time, the "Facility Agreement"), duly
                  executed by each Loan Party, the Debt Coordinators, the
                  Administrative Agent and the Collateral Trustee.

         (iii)    The valuation report for all trademarks, copyrights, patents,
                  licenses and other general intangibles of the Loan Parties.

                  (b) Before giving effect to the transactions contemplated by
the Loan Documents, there shall have occurred no Material Adverse Change.

                  (c) There shall exist no action, suit, investigation,
litigation or proceeding pending or threatened in any court or before any
arbitrator or governmental instrumentality that (i) could reasonably be expected
to result in a Material Adverse Change or (ii) restrains, prevents or imposes or
can reasonably be expected to impose materially adverse conditions upon the
Covered Facilities or the transactions contemplated thereby.

                  (d) Nothing contained in any public disclosure made by Group
or any of its Subsidiaries after July 19, 2000, or in any information disclosed
to the Arrangers or the Lender Parties by Group or any of its Subsidiaries after
such date, shall lead any Arranger or any Lender

                                        9



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Party to determine that, and none of the Arrangers or the Lender Parties shall
have otherwise become aware of any fact or condition not disclosed to them prior
to such date which shall lead any Arranger or Lender Party to determine that the
condition (financial or otherwise), operations, performance, properties or
prospects of Group and its Subsidiaries, taken as a whole, are different in any
material adverse respect from that disclosed in writing to such Arranger or
Lender Party by or on behalf of Group prior to such date, or derived by such
Arranger or Lender Party from the public filings of Group or any of its
Subsidiaries prior to such date.

                  (e) All governmental and third party consents and approvals
necessary in connection with the transactions contemplated by the Loan Documents
shall have been obtained (without the imposition of any conditions that are not
acceptable to the Lender Parties) and no law or regulation shall be applicable
in the judgment of the Lender Parties, in each case that restrains, prevents or
imposes materially adverse conditions upon the transactions contemplated by the
Loan Documents or the rights of the Loan Parties or their Subsidiaries freely to
transfer or otherwise dispose of, or to create any Lien on, any properties now
owned or hereafter acquired by any of them.

                  (f) Group shall have paid (i) the fees specified in Sections
7.2 and 7.3 of the Facility Agreement, and all accrued fees of the Agents and
the Lender Parties, in each case to the Administrative Agent for deposit in the
Administrative Agent's Account, and the Administrative Agent will distribute
such funds to the Lender Parties not later than the next succeeding Business Day
thereafter and (ii) all accrued expenses of the Agents and the Lender Parties
(including the reasonable accrued fees and expenses of counsel to the Debt
Coordinators and the Lender Parties, and all local counsel and foreign
jurisdiction counsel to the Debt Coordinators) which have been invoiced prior to
the Effective Date.

                                    ARTICLE V

                       COLLATERAL TRUSTEE; SECURITY AGENT

                  Section 5.1 Authorization and Action. (a) The Administrative
Agent and each Lender Party appoints and authorizes State Street Bank and Trust
Company to take action on its behalf as the Collateral Trustee and to exercise
such powers and discretion under this Agreement and the other Loan Documents as
are delegated to it by the terms hereof and thereof, together with such powers
and discretion as are reasonably incidental thereto, subject at all times to the
provisions of the Collateral Trust Agreement, which defines the rights, powers
and duties of the Collateral Trustee. The Administrative Agent and each Lender
Party appoints and authorizes SG to take action on its behalf as the Security
Agent and to exercise such powers and discretion under this Agreement and the
other Loan Documents as are delegated to it by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto.

                  (b) State Street Bank and Trust Company, for itself and its
successors, accepts its appointment as Collateral Trustee and the trusts created
by the Collateral Trust Agreement

                                       10



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upon the terms and conditions hereof and thereof. SG, for itself and its
successors, accepts its appointment as Security Agent upon the terms and
conditions specified therefor hereof and under the other Loan Documents.

                  (c) Neither the Collateral Trustee nor the Security Agent
shall 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 Debt Coordinators
(acting upon the instruction of the Required Lenders), and such instructions
shall be binding upon all Lender Parties; provided, however, that (i) neither
the Collateral Trustee nor the Security Agent shall be required to take any
action that exposes such Agent to personal liability or that is contrary to this
Agreement, any other Loan Document or applicable law and (ii) in those
circumstances where the Collateral Trustee or the Security Agent is required by
any Foreign Collateral Document or applicable law to take action or refrain from
taking action on their own discretion, the Debt Coordinators will still instruct
the Collateral Trustee or the Security Agent, as applicable, to take or refrain
from taking such action, as the case may be, but will act in accordance with the
standards set forth in the applicable Foreign Collateral Document.

                                   ARTICLE VI

                                   THE AGENTS

                  Section 6.1 Authorization and Action. Scotiabank and SSBI are
hereby appointed Lead Arrangers hereunder. Scotiabank, SSBI, Morgan, Commerzbank
and SG are hereby appointed Arrangers hereunder. Scotiabank and Citibank are
hereby appointed Debt Coordinators hereunder and under the other Loan Documents.
Scotiabank is hereby appointed Administrative Agent hereunder and under the
other Loan Documents. Each Lender Party hereby appoints and authorizes each such
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, 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 (or in the case of
the Collateral Trustee, acting upon the instructions of the Debt Coordinators),
and such instructions shall be binding upon all Lender Parties; 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, and the Collateral Trustee shall be entitled to the benefits of the
Collateral Trust Agreement. Each Agent agrees to give to each Lender Party
prompt notice of each notice given to it by any Loan Party pursuant to the terms
of this Agreement or any of the other Loan Documents; provided, however, that
the Collateral Trustee shall only be obligated to provide notice to the Debt
Coordinators, who, in turn, shall provide notice to the Lender Parties. As of
the Effective Date, the respective obligations of (i) Scotiabank, SSBI, Morgan,

                                       11



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Commerzbank and SG in their capacity as Arrangers shall terminate and (ii)
Scotiabank and SSBI in their capacity as Lead Arrangers shall terminate.

                  Section 6.2 Administrative Agent ; Debt Coordinators;
Collateral Trustee; Security Agent. (a) The Administrative Agent will administer
all matters related to voting, notices and communications with the Lender
Parties, the Debt Coordinators and the Collateral Trustee under the Loan
Documents, and will maintain a register of all Lender Parties in accordance with
Section 8.4. Other than these functions and others reasonably incidental
thereto, and except as otherwise expressly set forth herein, the Administrative
Agent shall have no additional responsibilities or obligations.

                  (b) Each Lender Party acknowledges and agrees that Scotiabank
and Citibank, in their capacities as Debt Coordinators, will execute and deliver
the Facility Agreement and will exercise on behalf of all Lender Parties such
powers and discretion as are specified hereunder, under the Facility Agreement
and under the other Loan Documents, including, without limitation, the power and
discretion to (i) approve New Facilities without the consent of the Lender
Parties or to make a determination that the consent of the Required Lenders is
required, in each case, subject to and in accordance with Section 2.4 hereof,
(ii) make calculations in respect of prepayment allocations, in accordance with
Section 2.1 hereof, (iii) make determinations regarding levels of approval
required with respect to certain amendments and waivers, in accordance with
Section 2.2(b) hereof and (iv) make determinations regarding satisfaction of
certain conditions precedent, in accordance with Section 4.1 hereof. Each Lender
Party hereby specifically authorizes the Debt Coordinators to execute and
deliver the Facility Agreement and to exercise such powers and discretion as
aforesaid, and agrees that each of Scotiabank and Citibank, in their capacity as
Debt Coordinators, shall have no other responsibilities or obligations except as
otherwise expressly set forth herein and in the other Loan Documents, and others
reasonably incidental thereto.

                  (c) The Debt Coordinators, the Administrative Agent, the
Security Agent and the Collateral Trustee (i) shall be entitled to rely on the
advice of counsel concerning all matters pertaining to their respective powers
and duties hereunder and under the other Loan Documents, (ii) shall not be
responsible for the negligence or misconduct of any agents, nominees or
attorneys-in-fact reasonably selected by them and (iii) may rely, and shall be
fully protected in acting upon, any resolution, statement, certificate,
instrument, opinion, report, notice, request, consent, order or other paper or
document which it believes in good faith to be genuine and to have been signed
or presented by the proper party or parties or, in the case of telecopies, to
have been sent by the proper party or parties. The Collateral Trustee shall, in
addition to the rights under Section 6.2 and 6.3, have all rights and
protections afforded it under the Collateral Trust Agreement.

                  Section 6.3 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

                                       12



<Page>




for its or their own gross negligence or willful misconduct. Without limitation
of the generality of the foregoing, each Agent: (i) may consult with legal
counsel (including counsel for any Loan Party), independent public accountants
and other experts reasonably 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; (ii) makes no warranty or
representation to any Loan Party and shall not be responsible to any Loan Party
for any statements, warranties or representations (whether written or oral) made
in or in connection with this Agreement and the other Loan Documents; (iii)
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, without limitation, the books and records) of any Loan
Party; (iv) shall not be responsible to any Loan Party for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or the other Loan Documents, the Collateral, the liens on or security
interest in such Collateral or the perfection or priority thereof or any other
instrument or document furnished pursuant hereto or thereto; and (v) shall incur
no liability under or in respect of this Agreement or the other Loan Documents
by acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

                  Section 6.4 Scotiabank, SSBI, Citibank, Commerzbank, Morgan,
SG, State Street Bank and Trust Company and Affiliates. With respect to its
commitments, the loans and other credit extensions made by it and any notes or
other instruments issued to it under any of the Covered Facilities, each of
Scotiabank, SSBI, Citibank, Commerzbank, Morgan, SG and State Street Bank and
Trust Company shall have the same rights and powers under this Agreement and the
other Loan Documents as any other Lender Party 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, SSBI, Citibank,
Commerzbank, Morgan and SG in their individual capacities. Each of Scotiabank,
SSBI, Citibank, Commerzbank, Morgan, SG and State Street Bank and Trust Company
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 their Subsidiaries
and any Person who may do business with or own securities of any Loan Party or
any such Subsidiary, all as if Scotiabank, SSBI, Citibank, Commerzbank, Morgan,
SG and State Street Bank and Trust Company were not Agents and, except as
otherwise expressly provided for herein and in the other Loan Documents in
respect of Covered Facilities to which such Persons are a party at any time,
without any duty to account therefor to the Lender Parties.

                  Section 6.5 Lender Party Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender Party and based on such 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

                                       13



<Page>




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 6.6 Indemnification. Each Lender Party agrees to
indemnify each Agent (to the extent not reimbursed by the Loan Parties), ratably
according to the aggregate commitments, loans and other credit extensions made
by it under the Covered Facilities, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorney's fees) 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, the other Loan
Documents or any of the Covered Facilities, or any action taken or omitted by
such Agent under this Agreement, the other Loan Documents or any of the Covered
Facilities (collectively, the "Indemnified Costs"), 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 Agent's
gross negligence or willful misconduct. In the case of any claim, investigation,
litigation or proceeding for which indemnity under this Section 6.6 applies,
such indemnity shall apply whether or not such claim, investigation, litigation
or proceeding is brought by any of the Agents, any of the Lender Parties or a
third party. Without limitation of the foregoing, each Lender Party agrees to
reimburse each Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by such Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, the other Loan Documents or the Covered
Facilities, to the extent that such Agent is not reimbursed for such expenses by
the Loan Parties. For the avoidance of doubt, it is understood that the
indemnification provisions in this Section 6.6 inure to the benefit of State
Street Bank and Trust Company in its individual capacity, in its capacity as
joint creditor and in any other capacity in which it acts under any and all Loan
Documents.

                  Section 6.7 Successor Agents. Any Agent may resign at any time
by giving 30 days prior written notice thereof to the Administrative Agent and
Group 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 Debt
Coordinators and, so long as no Event of Default shall have occurred and be
continuing, Group. 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 Debt Coordinators and the retiring Agent
may, on behalf of the Lenders, appoint a successor Agent, which shall be a
Lender Party and a financial institution organized under the laws of the United
States of America or of any State thereof and having a net worth of at least
$500,000,000; provided; however, that if, such retiring Agent is unable to
locate another Person which is willing to accept such appointment and which
meets the qualifications set forth above, the retiring Agent's resignation shall
nevertheless thereupon become effective. Upon the acceptance of any appointment
as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and

                                       14



<Page>




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 VI shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent under this Agreement.

                  Section 6.8 No Knowledge of Defaults. The Lender Parties agree
that no Indemnified Party (as defined in Section 8.3 hereof) shall be deemed to
have knowledge or notice of the occurrence of a Default or Event of Default
unless such Indemnified Party has received a written notice from a Lender Party
or a Loan Party specifying such Default or Event of Default and stating that
such notice is a "Notice of Default". In the event that any Lender Party
receives such a Notice of Default, then such Lender Party shall give prompt
notice thereof to the Debt Coordinators. The Agents and the Lender Parties shall
(subject to the terms of this Agreement and of the Facility Agreement) take such
action with respect to such Default or Event of Default as required in
accordance with the terms of this Agreement or the other Loan Documents.

                                   ARTICLE VII

               SPECIAL PROVISIONS CONCERNING FOREIGN JURISDICTIONS

                  Section 7.1 Joint Creditorship. (a) Each of the Loan Parties
and each of the Lender Parties and the Agents agree that the Collateral Trustee
shall be agent (mandataire) of the Lender Parties and the Agents and the joint
and several creditor (together with the relevant Lender Party and the Agents) of
each and every obligation of any Loan Party towards each of the Lender Parties
and Agents under the Loan Documents and the Covered Facilities (including a
creancier solidaire as referred to in Articles 1197 et. seq. of the French Civil
Code) and that accordingly the Collateral Trustee will have its own independent
right to demand performance by the relevant Loan Party of those obligations
whether owned jointly and severally to the Lender Parties and Agents or to each
and any of them. Any discharge of any such obligation to one of the Collateral
Trustee, the Debt Coordinators or any other Lender Party shall, to the same
extent, discharge the corresponding obligation owing to the other pro tanto and
a Lender Party, the Debt Coordinators or the Collateral Trustee shall not, by
virtue of this Section 7.1(i), be entitled to pursue the Loan Party concurrently
for the same obligation.

                  (b) Without limiting or affecting the Collateral Trustee's
rights against any Loan Party (whether under this Section 7.1 or any other
provision of the Loan Documents), the Collateral Trustee agrees with the Debt
Coordinators and each of the Lender Parties and Agents (on a several and divided
basis) that, subject as set out in the following sentence, it will not exercise
its rights as a joint creditor with a Lender Party or Agent except with the
consent of the relevant Lender Party or Agent. For the avoidance of doubt,
nothing in the previous sentence shall in any way limit the Collateral Trustee's
right to act in the protection or preservation of rights under or to enforce any
Collateral Document as contemplated by this Agreement, the other

                                       15



<Page>




Loan Documents and/or the relevant Collateral Document (or to do any act
reasonably incidental to any of the foregoing).

                  Section 7.2       Declaration of Trust (Treuhand) and
Appointment as Administrator.

                  (a)  The Collateral Trustee shall:

         (i)      hold any Lien or security interest which is governed by German
                  law and is assigned (Sicherungseigentum/Sicherungsabtretung)
                  or otherwise transferred to it under a non-accessory security
                  right (nicht akzessorische Sicherheit) pursuant to any of the
                  Collateral Documents or otherwise for the purpose of securing
                  any of the obligations secured thereunder as trustee
                  (Treuhander) for the benefit of the Lender Parties and the
                  Agents; and

         (ii)     administer any Lien or security interest (if any) which is
                  pledged (Verpfandung) or otherwise transferred under an
                  accessory security right (akzessorische Sicherheit) to it
                  and/or the Lender Parties and/or the Agents pursuant to any of
                  the Collateral Documents or otherwise for the purpose of
                  securing any of the Obligations secured thereunder and each
                  Lender Party and Agent authorizes the Collateral Trustee to
                  accept as its representative (Stellvertreter) any pledge or
                  other creation of any other accessory right made to such
                  Lender Party and Agent,

and shall act in relation to the Lien and security interests in accordance with
the terms and subject to the conditions of this Agreement and the other Loan
Documents. Each Lender Party and Agent hereby ratifies and approves all acts
done by the Collateral Trustee on such Lender Party's and Agent's behalf before
execution thereof.

                  (b) It is hereby agreed that, in relation to any jurisdiction
the courts of which would not recognize or give effect to the trust (Treuhand)
expressed to be created by this Section 7.2, the relationship of the Lender
Party and the Agent to the Collateral Trustee shall be construed as one of
principal and agent but, to the extent permissible under the laws of such
jurisdiction, all the other provisions of this Section 7.2 shall have full force
and effect between the parties hereto.

                  (c) The Collateral Trustee is, and any sub-agent or successor
shall be, exempt from any restrictions under 'SS'181 of the German Civil Code
(BGB).

                  Section 7.3 Quebec Security. For greater certainty, and
without limiting the powers of the Collateral Trustee hereunder or under any of
the other Loan Documents, each of the Loan Parties hereby acknowledges that the
Collateral Trustee shall, for purposes of holding any security granted by any
Credit Party on property pursuant to the laws of the Province of Quebec to
secure obligations of any other Credit Party under any debenture (the "Specified
Obligations"), be the holder of an irrevocable power of attorney (fonde de
pouvoir) (within the meaning of the Civil Code of Quebec) for all present and
future Lender Parties and in particular

                                       16



<Page>




for all present and future holders of any debenture. Each of the Lender Parties
hereby irrevocably constitutes, to the extent necessary, the Collateral Trustee
as the holder of an irrevocable power of attorney (fonde de pouvoir) (within the
meaning of Article 2692 of the Civil Code of Quebec) in order to hold security
granted by any Credit Party in the Province of Quebec to secure the Specified
Obligations. Each assignee of a Lender Party shall be deemed to have confirmed
and ratified the constitution of the Collateral Trustee as the holder of such
irrevocable power of attorney (fonde de pouvoir) by execution of the relevant
Joinder Agreement. Notwithstanding the provisions of Section 32 of the Special
Corporate Powers Act (Quebec), the Collateral Trustee may acquire and be the
holder of any debenture. The Loan Parties hereby acknowledge that such debenture
constitutes a title of indebtedness, as such term is used in Article 2692 of the
Civil Code of Quebec.


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  Section 8.1 Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopy or
telex communication) and mailed, telegraphed, telecopied, telexed or delivered,
to the address specified on Schedule I hereto or, as to any party, at such other
address as shall be designated by such party in a written notice to the
Administrative Agent. All such notices and communications shall, when mailed,
telegraphed, telecopied or telexed, be effective when deposited in the mails,
delivered to the telegraph company, transmitted by telecopier or confirmed by
telex answerback, respectively, except that notices and communications to any
Agent 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 an original executed
counterpart thereof.

                  Section 8.2 No Waiver; Remedies. No failure on the part of any
Lender Party or any Agent to exercise, and no delay in exercising, any right
hereunder or under any Loan Document 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 8.3 Costs and Expenses. (a) The Loan Parties agree to
pay on demand (i) all reasonable costs and expenses of the Debt Coordinators,
the Lead Arrangers, the Administrative Agent and the Collateral Trustee in
connection with the preparation, execution, delivery, administration,
modification and amendment of the Loan Documents (including, without limitation,
(A) all due diligence, collateral review, syndication, transportation, computer,
duplication, appraisal, audit, insurance, consultant, search, filing and
recording fees and expenses and (B) the reasonable fees and expenses of counsel
for the Debt Coordinators, including all local counsel and foreign jurisdiction
counsel, with respect to advising the Debt Coordinators,

                                       17



<Page>




the Administrative Agent and the Collateral Trustee as to their rights and
responsibilities, and the rights and responsibilities of the Lender Parties, or
the perfection, 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 of each Agent and each Lender Party in connection with the
enforcement of the Loan Documents, whether in any action, suit or litigation, or
any bankruptcy, insolvency or other similar proceeding affecting creditors'
rights generally (including, without limitation, the reasonable fees and
expenses of counsel for the Debt Coordinators, the Collateral Trustee, the
Administrative Agent and each Lender Party with respect thereto).

                  (b) The Loan Parties agree to indemnify and hold harmless each
Agent, each Lender Party and each of their Affiliates and their respective
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) 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
(including, without limitation, in connection with any investigation, litigation
or proceeding or preparation of a defense in connection therewith) this
Agreement and the other Loan Documents, or any of the transactions contemplated
hereby or thereby, 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. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 8.3(b) applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding
is brought by any Loan Party, its directors, shareholders or creditors or an
Indemnified Party or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated by the Loan Documents are
consummated. Each of the Loan Parties also agrees not to assert any claim
against any Agent, any Lender Party or any of their Affiliates, or any of their
respective officers, directors, employees, attorneys and agents, on any theory
of liability, for special, indirect, consequential or punitive damages arising
out of or otherwise relating to the Loan Documents or any of the transactions
contemplated thereunder or hereunder.

                  (c) If any Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document, including,
without limitation, fees and expenses of counsel and indemnities, such amount
may be paid on behalf of such Loan Party by the Administrative Agent or any
Lender Party, in its sole discretion (and subject to reimbursement, in case of
payment by the Administrative Agent, under Section 6.6).

                  (d) Without prejudice to the survival of any other agreement
of any Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Loan Parties

                                       18



<Page>




contained in this Section 8.3 shall survive the payment in full of all amounts
payable hereunder, under the Covered Facilities and under any of the other Loan
Documents.

                  Section 8.4 Register; Cash Management Register. The
Administrative Agent shall maintain at its address referred to in Section 8.1 a
copy of each Joinder Agreement delivered to and accepted by it and a register
for the recordation of the names and addresses of the Lender Parties and the
commitment of the lenders and other financial institutions under each Covered
Facility from time to time (the "Register"). The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and the Loan
Parties, the Agents and the Lender Parties shall 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 Loan Parties or
any Agent or any Lender Party at any reasonable time and from time to time upon
reasonable prior notice.

                  (b) Upon its receipt of a Joinder Agreement executed by a new
Lender Party, the Administrative Agent shall, if such Joinder Agreement has been
completed and is in substantially the form of Exhibit G to the Facility
Agreement, (i) accept such Joinder Agreement, (ii) record the information
contained therein in the Register (and thereupon Schedule I hereto will be
deemed amended without further action by any Person to reflect the notice
information for such new Lender Party) and (iii) give prompt notice thereof to
the Debt Coordinators.

                  (c) The Collateral Trustee shall maintain at its address
referred to in Schedule I hereof a copy of each notice delivered to it as
specified in the definition of "Cash Management Services", and a register for
the recordation of the information specified in each such notice (the "Cash
Management Register"). The entries in the Cash Management Register shall be
conclusive and binding for all purposes, absent manifest error, of determining
each Cash Management Bank's share of the $20,000,000 aggregate amount specified
in the definition of "Cash Management Services"; provided that in no event shall
the aggregate amount of all such entries exceed $20,000,000. The Cash Management
Register shall be available for inspection by Group or any Agent or any Lender
Party (acting through the Debt Coordinators) at any reasonable time and from
time to time upon reasonable prior notice. Upon its receipt of any notice in
respect either of the creation of a daylight overdraft facility or cash
management account, or the termination of any such facility or account, in each
case as specified in the definition of "Cash Management Services", the
Collateral Trustee will give prompt notice thereof to the Debt Coordinators.

                  Section 8.5 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. Manual delivery of an executed counterpart of a signature page to
this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement.


                                       19



<Page>




                  Section 8.6 Binding Effect; Novation. (a) This Agreement shall
become effective when it shall have been executed by the Loan Parties, the Debt
Coordinators, the Administrative Agent, the Collateral Trustee and the Lender
Parties and thereafter shall be binding upon and inure to the benefit of the
Loan Parties, the Debt Coordinators, the Administrative Agent, the Collateral
Trustee and the Lender Parties and their respective successors and assigns,
except that no Loan Party shall have the right to assign its rights hereunder or
any interest herein without the prior written consent of the Debt Coordinators.
(b) To the extent any of the Covered Facilities have assignment, transfer or
novation provisions which permit a Lender Party to assign its rights and
obligations to an assignee with the consent of a Loan Party, the requirement
that a Loan Party consent to any such assignment is hereby terminated; provided
that any such assignment shall be to (i) a Lender Party; (ii) an Affiliate of a
Lender Party; (iii) a commercial bank, savings and loan association or savings
bank organized under the laws of the United States, or any State thereof, and
having total assets in excess of $100,000,000, (iv) a commercial bank organized
under the laws of any other country that is a member of the Organization for
Economic Development and Cooperation (the "OECD") or has concluded special
lending arrangements with the International Monetary Fund associated with its
General Arrangements to Borrow, or a political subdivision of any such country,
and having total assets in excess of $100,000,000; (v) the central bank of any
country that is a member of the OECD or (vi) a finance company, insurance
company or other financial institution or fund (whether a corporation,
partnership, trust or other entity) having total assets in excess of
$100,000,000 that is engaged in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business.

                  Section 8.7 Jurisdiction, Process Agent, Judgment Currency,
Waiver of Immunities, Etc. (a) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the exclusive
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 any
of the other Loan Documents to which it is a party or any of the Covered
Documents, or for recognition or enforcement of any judgment (other than, in any
case, with respect to any foreclosure or other enforcement action with respect
to or in any way related to the Collateral which is reasonably determined by the
Debt Coordinators to be advisable to be brought in a court of local
jurisdiction), 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 (or, in such local court, as
aforesaid). 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.

                  (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 or any of the
other Loan Documents to which it is a party in any New York State or

                                       20



<Page>




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.

                  (c) If for the purpose of obtaining judgment in any court it
is necessary to convert a sum due hereunder to any party hereunder in one
currency into another currency, the parties hereto agree, to the fullest extent
permitted by law, that the rate of exchange used shall be that at which in
accordance with normal banking procedures such party could purchase the first
currency with such other currency in New York City on the day which is at least
two Business Days prior to the day on which final judgment is rendered.

                  (d) To the fullest extent permitted by law, the obligation of
any party in respect of any sum payable hereunder by it to any other party
hereunder shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than Dollars (the "Agreement Currency"), be discharged only to
the extent that on the Business Day following receipt by such other party of any
sum adjudged to be so due in the Judgment Currency such other party may in
accordance with normal banking procedures purchase the Agreement Currency with
the Judgment Currency; if the amount of the Agreement Currency which could have
been so purchased is less than the sum originally due to such other party in the
Agreement Currency, such first party agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such other party against such
loss, and, if the amount of the Agreement Currency which could have been so
purchased exceeds the sum originally due to such other party, such other party
agrees to remit to such first party such excess.

                  (e) To the extent that any of the parties hereto has or
hereafter may acquire any immunity (sovereign or otherwise) from any legal
action, suit or proceeding, from jurisdiction of any court or from set-off or
any legal process (whether service or notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution or judgment or otherwise)
with respect to itself or any of its property each of the parties hereto hereby
irrevocably waives and agrees not to plead or claim such immunity in respect of
its obligations under this Agreement and the other Loan Documents. Each of the
parties hereto agrees that the waivers set forth above shall have the fullest
extent permitted under the Foreign Sovereign Immunities Act of the United States
of America and are intended to be irrevocable and not subject to withdrawal for
purposes of such act.

                  Section 8.8 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.


                                       21



<Page>




                  Section 8.9 Waiver of Jury Trial. Each of the parties hereto
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 any of the Loan Documents or the actions of any
Agent or any Lender Party in the negotiation, administration, performance or
enforcement hereof or thereof.


                [remainder of this page intentionally left blank]


                                       22





<Page>




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

                                   THE WARNACO GROUP, INC.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Vice President, General
                                             Counsel and Secretary


                                   WARNACO INC.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Vice President, General
                                             Counsel and Secretary


                                   WARNER'S (UNITED KINGDOM) LTD.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Power of Attorney


                                   WARNER'S (EIRE) TEORANTA


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director


                                   PENHALIGON'S LIMITED


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Power of Attorney


                                   PENHALIGON'S & JEAVONS
                                   INVESTMENT COMPANY LIMITED


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Power of Attorney


                                      23



<Page>


                                   AUTHENTIC FITNESS OF
                                   CANADA INC.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Officer


                                   WARNACO OF CANADA COMPANY


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director and Secretary


                                   WARNACO LAC ONE GmbH


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director/Officer


                                   WARNACO LAC TWO GmbH


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director/Officer


                                   ERATEX-WARNACO LAC TWO
                                    GmbH & CO. KG


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director/Officer


                                   WARNER'S AIGLON S.A.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director/Officer


                                   CALVIN KLEIN FRANCE SNC



                                      24



<Page>


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director/Officer


                                   WARNACO FRANCE SARL


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director/Officer


                                   PMJ S.A.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Officer


                                   IZKA S.C.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director/Officer


                                   LEJABY S.A.S


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Officer


                                   EURALIS S.A.S.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director/Officer


                                   WARNACO B.V.


                                   By: /s/ William S. Finkelstein and
                                           Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Directors


                                   WARNACO HOLLAND B.V.


                                   By: /s/ William S. Finkelstein and
                                           Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Directors


                                      25



<Page>





                                   WARNACO NETHERLANDS B.V.


                                   By: /s/ William S. Finkelstein and
                                           Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Directors


                                   WARNER'S COMPANY (BELGIUM) S.A.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director


                                   DONATEX WARNACO S.A.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director


                                   LINTEX-WARNACO S.A.


                                   By: /s/ William S. Finkelstein
                                      -----------------------------------
                                      Title: President and Director


                                   LENITEX-WARNACO GesmbH


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director


                                   WARNACO S.r.l.


                                   By: /s/ William S. Finkelstein
                                      -----------------------------------
                                      Title: Secretary


                                   WARNACO (HK) LTD.


                                   By: /s/ Stanley P. Silverstein
                                      -----------------------------------
                                      Title: Director, Vice President
                                             and Assistant Secretary


                                      26




<Page>


                                   THE BANK OF NOVA SCOTIA,
                                   as Administrative Agent,
                                   Arranger, Lead Arranger and
                                   Debt Coordinator


                                   By: /s/ John Hopmans
                                      -----------------------------------
                                      Title: Managing Director


                                   SALOMON SMITH BARNEY INC.,
                                     as Arranger and Lead Arranger


                                   By: /s/ Richard Banziger
                                      -----------------------------------
                                      Title: Attorney-in-Fact


                                   CITIBANK, N.A.,
                                     as Debt Coordinator


                                   By: /s/ Richard Banziger
                                      -----------------------------------
                                      Title: Vice President

                                   MORGAN GUARANTY TRUST COMPANY OF
                                   NEW YORK,
                                     as Arranger


                                   By: /s/ Kimberly L. Turner
                                      -----------------------------------
                                      Title: Vice President


                                   COMMERZBANK A.G.,
                                   NEW YORK BRANCH,
                                     as Arranger


                                   By: /s/ Peter Doyle
                                      -----------------------------------
                                      Title: Assistant Vice President


                                   SOCIETE GENERALE,
                                     as Arranger


                                   By: /s/ Jay Sands
                                      -----------------------------------
                                      Title: Managing Director


                                      27



<Page>


                                   STATE STREET BANK AND
                                    TRUST COMPANY,
                                     as Collateral Trustee


                                   By: /s/ Donald E. Smith
                                      -----------------------------------
                                      Title: Vice President



                                       28



<Page>




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

<TABLE>
<S>                                                         <C>
THE BANK OF NOVA SCOTIA                                     CITICORP USA, INC.

By: /s/ John Hopmans                                        By: /s/ Richard Banziger
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Vice President

MORGAN GUARANTY TRUST                                       SOCIETE GENERALE
COMPANY OF NEW YORK

By: /s/ Kimberly L. Turner                                  By: /s/ Jay Sands
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Managing Director

COMMERZBANK AG, NEW YORK & GRAND CAYMAN                     THE SANWA BANK, LIMITED, NEW YORK BRANCH
BRANCHES

By: /s/ Peter Doyle                                         By: /s/ Stephen C. Small
   ----------------------------                                ---------------------------
   Title: Assistant Vice President                             Title:Senior Vice President & Area Manager

UNION BANK OF CALIFORNIA, N.A.                              WACHOVIA BANK, N.A.

By: /s/ David Kinkela                                       By: /s/ Jim Baris
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Vice President

THE BANK OF NEW YORK                                        BANK OF TOKYO - MITSUBISHI TRUST COMPANY

By: /s/ Elisa Adams                                         By: /s/ J. Millar
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Vice President

BANK OF AMERICA, N.A.                                       FLEET NATIONAL BANK

By: /s/ E. Phifer Helms                                     By: /s/ Stephen J. Garvin
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Director

UNICREDITO ITALIANO                                         THE DAI-ICHI KANGYO BANK, LIMITED

By: /s/ Carmelo Mazza   Christopher Eldin                   By: /s/ Andreas Panteli
   -----------------------------------------                   ---------------------------
   Title: SVP & Manager FVP & Deputy Manager                   Title: Senior Vice President

FIRST UNION NATIONAL BANK                                   THE INDUSTRIAL BANK OF JAPAN, LTD., NEW YORK
                                                            BRANCH

By: /s/ Alkesh Nanavaty                                     By: /s/ J. Kenneth Biegen
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Senior Vice President

GENERAL ELECTRIC CAPITAL CORPORATION                        HSBC BANK USA

By: /s/ Peggy Erlenkotter                                   By: /s/ Renata Szumai
   ----------------------------                                ---------------------------
   Title: Duly Authorized Signatory                            Title: Vice President

MERITA BANK PLC                                             KBC BANK NV

By: /s/ Garry Weiss      Charles J. Lansdown                By: /s/ Robert Snauffer        Raymond F. Murray
   ------------------------------------------                  ------------------------------------------------
   Title: Vice President Senior Vice President                 Title: First Vice President First Vice President

</TABLE>

U.S. $600,000,000 Amended and Restated Credit Agreement, dated as of November
17, 1999, among Warnaco Inc., as borrower, The Warnaco Group, Inc, the banks and
other financial institutions from time to time party thereto as initial lenders,
Scotiabank and SSBI, as co-lead arrangers and co-book managers, Citicorp USA,
Inc., as syndication agent, Commerzbank AG (New York Branch), as documentation
agent and Scotiabank, as administrative agent

                                       29




<Page>




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


<TABLE>

<S>                                                         <C>
THE BANK OF NOVA SCOTIA                                     CITICORP USA, INC.

By: /s/ John Hopmans                                        By: /s/ Richard Banziger
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Vice President

MORGAN GUARANTY TRUST                                       SOCIETE GENERALE
COMPANY OF NEW YORK

By: /s/ Kimberly L. Turner                                  By: /s/ Jay Sands
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Managing Director

COMMERZBANK AG, NEW YORK &                                  THE BANK OF NEW YORK
GRAND CAYMAN BRANCHES

By: /s/ Peter Doyle                                         By: /s/ Eliza Adams
   ----------------------------                                ---------------------------
   Title: Assistant Vice President                             Title: Vice President

BANK OF TOKYO-MITSUBISHI TRUST                              THE DAI-ICHI KANGYO BANK, LIMITED
COMPANY

By: /s/ J. Millar                                           By: /s/ Andreas Panteli
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Senior Vice President

FLEET NATIONAL BANK                                         GENERAL ELECTRIC CAPITAL
                                                            CORPORATION

By: /s/ Stephen J. Garving                                  By: /s/ Peggy Erlenkotter
   ----------------------------                                ---------------------------
   Title: Director                                             Title: Duly Authorized Signature

SUN TRUST BANK                                              BANK OF AMERICA, N.A.


By: /s/ T. Mike Logan                                       By: /s/ E. Phifer Helms
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Managing Director
</TABLE>


U.S.$450,000,000 Five-Year Credit Agreement, dated as of November 17, 1999,
among Warnaco Inc., as borrower, The Warnaco Group, Inc., the banks and other
financial institutions from time to time party thereto as initial lenders,
Scotiabank and SSBI, as co-lead arrangers and co-book managers, Citicorp USA,
Inc., as syndication agent, Societe Generale and Commerzbank AG, as
documentation agents, Bank of America N.A. and the Dai-Ichi Kangyo Bank, Ltd.,
as co-agents, and Scotiabank, as administrative agent

                                       30



<Page>




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



<TABLE>
<S>                                                         <C>
SOCIETE GENERALE                                            CITICORP USA, INC.


By: /s/ Jay Sands                                           By: /s/ Richard Banziger
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Vice President


COMMERZBANK AG                                              SCOTIABANK EUROPE PLC


By: /s/ Peter Doyle                                         By: /s/ John Hopmans
   ----------------------------                                ---------------------------
   Title: Assistant Vice President                             Title: Managing Director

FLEET NATIONAL BANK                                         KREDIETBANK (NEDERLAND) N.V.


By: /s/ Stephen J. Garvin                                   By: /s/ H. W. Verel      E.v.d. Berg
   ----------------------------                                -------------------------------------
   Title: Director                                             Title: Senior Manager General Manager
</TABLE>


FRF 480,000,000 Revolving Credit, Guarantee and Overdraft Agreement, dated
August 14, 1996, between the companies set forth in Schedule 1 thereto as
borrowers, the companies set forth in Schedule 2 thereto as guarantors, Societe
Generale, as arranging bank, managing agent, administrative agent and overdraft
bank and the banks and other financial institutions from time to time party
thereto as lenders, as amended by a Supplement Agreement dated April 17, 1998


                                       31



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Credit
Agreement has caused this Intercreditor Agreement to be executed by its officers
thereunto duly authorized, as of the date first above written.

                               KBC BANK N.V.

                               By: /s/ Robert Snauffer      Raymond F. Murray
                               -------------------------------------------------
                               Title: First Vice President  First Vice President






U.S. $21,500,000 Loan Agreement between Warnaco Inc., as borrower and KBC Bank
N.V. dated as of July 31, 1998


                                       32



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Interest
Rate Protection Agreements has caused this Intercreditor Agreement to be
executed by its officers thereunto duly authorized, as of the date first above
written.


                                   CITIBANK, N.A.


                                   By: /s/ Richard Banziger
                                      -----------------------------------
                                      Title: Vice President



Interest rate protection Agreements between The Warnaco Group, Inc. and
Citibank, N.A. dated October 12, 1995 and May 29, 1997


                                       33



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Interest
Rate Protection Agreement has caused this Intercreditor Agreement to be executed
by its officers thereunto duly authorized, as of the date first above written.


                                   THE BANK OF NOVA SCOTIA


                                   By: /s/ John Hopmans
                                      -----------------------------------
                                      Title: Managing Director



Interest rate protection agreement between The Warnaco Group, Inc. and The Bank
of Nova Scotia dated October 22, 1992


                                       34



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Interest
Rate Protection Agreement has caused this Intercreditor Agreement to be executed
by its officers thereunto duly authorized, as of the date first above written.


                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK


                                   By: /s/ Kimberly L. Turner
                                      -----------------------------------
                                      Title: Vice President



Interest rate protection agreement between Warnaco Inc. and Morgan Guaranty
Trust Company of New York dated May 4, 2000


                                       35



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified swap
agreements has caused this Intercreditor Agreement to be executed by its
officers thereunto duly authorized, as of the date first above written.


                                   SOCIETE GENERALE


                                   By: /s/ Jay Sands
                                      -----------------------------------
                                      Title: Managing Director



ISDA Master Agreement between Societe Generale and Warnaco Inc. dated as of
March 19, 1998

                                       36



<Page>


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

<TABLE>
<S>                                                         <C>
THE BANK OF NOVA SCOTIA                                     CITICORP USA, INC.

By: /s/ John Hopmans                                        By: /s/ Richard Banziger
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Vice President

MORGAN GUARANTY TRUST                                       SOCIETE GENERALE
COMPANY OF NEW YORK

By: /s/ Kimberly L. Turner                                  By: /s/ Jay Sands
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Managing Director

COMMERZBANK AG, NEW YORK & GRAND CAYMAN                     FLEET NATIONAL BANK
BRANCHES

By: /s/ Peter Doyle                                         By: /s/ Stephen J. Garvin
   ----------------------------                                ---------------------------
   Title: Assistant Vice President                             Title: Director

THE BANK OF NEW YORK                                        THE DAI-ICHI KANGYO BANK, LIMITED

By:/s/ Elisa Adams                                          By: /s/ Andreas Panteli
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Senior Vice President

BANK OF AMERICA, N.A.                                       BANK OF TOKYO-MITSUBISHI TRUST COMPANY

By: /s/ E. Phifer Adams                                     By: /s/ J. Millar
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Vice President

UNICREDITO ITALIANO                                         THE INDUSTRIAL BANK OF JAPAN

By: /s/ Carmelo Mazza   Christopher Eldin                   By: /s/ Kenneth Biegen
   -----------------------------------------                   ---------------------------
   Title: SVP & Manager FVP & Deputy Manager                   Title: Senior Vice President

KBC BANK N.V.                                               HSBC BANK USA

By: /s/ Robert Snauffer         Raymond F. Murray           By: /s/ Renata Szumai
   ------------------------------------------------            ---------------------------
   Title: First Vice President  First Vice President           Title: Vice President

MERITA BANK PLC                                             DEN DANSKE BANK

By: /s/ Garry Weiss       Charles J. Lansdown               By: /s/ George Wendell    Peter L. Harcraves
   --------------------------------------------                -----------------------------------------
   Title: Vice President  Senior Vice President                Title: Vice President  Vice President

STANDARD CHARTERED BANK                                     SUN TRUST BANK

By: /s/ Peter Brach                                         By: /s/ T. Mike Logan
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Managing Director

WACHOVIA BANK, N.A.                                         BANK LEUMI USA

By: /s/ Jim Baris                                           By: /s/ Joung Hee Hong
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Vice President
</TABLE>


U.S.$500,000,000 Sixth Amended and Restated Credit Agreement, dated as of
November 17, 1999, among Warnaco Inc., Designer Holdings, Ltd., those
wholly-owned domestic subsidiaries designated therein as Warnaco sub borrowers,
Warnaco (HK) Ltd., Warnaco B.V., Warnaco Netherlands B.V. and Warnaco Holland
B.V., The Warnaco Group, Inc., as guarantor, the banks and other financial
institutions from time to time party thereto as lenders, Societe Generale, as
documentation agent, Citicorp USA, Inc., as syndication agent, Scotiabank, as
administrative agent, and Scotiabank and SSBI, as co-lead arrangers and co-book
managers


                                       37



<Page>


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

<TABLE>

<S>                                                         <C>
THE BANK OF NOVA SCOTIA                                     CITICORP USA, INC.

By: /s/ John Hopmans                                        By: /s/ Richard Banziger
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Vice President


MORGAN GUARANTY TRUST                                       SOCIETE GENERALE
COMPANY OF NEW YORK

By: /s/ Kimberly L. Turner                                  By: /s/ Jay Sands
   ----------------------------                                ---------------------------
   Title: Vice President                                       Title: Managing Director


COMMERZBANK AG,                                             FLEET BANK, N.A.
 NEW YORK BRANCH

By: /s/ Peter Doyle                                         By: /s/ Stephen J. Garvin
   ----------------------------                                ---------------------------
   Title: Assistant Vice President                             Title: Director


SAKURA BANK                                                 SUMMIT BANK

By: /s/ Daniel Huang                                        By: /s/ Stephen Hill
   ----------------------------                                ---------------------------
   Title: Deputy General Manager                               Title: Vice President


THE BANK OF HAWAII

By: /s/ Donna R. Parker
   ----------------------------
   Title: Vice President
</TABLE>


U.S. $600,000,000 364-Day Credit Agreement, dated as of November 17, 1999,
among Warnaco Inc., as borrower, The Warnaco Group, Inc., the banks and other
financial institutions from time to time party thereto as initial lenders,
Scotiabank and SSBI as co-lead arrangers and co-book managers, Citicorp USA,
Inc., as syndication agent, Morgan Guaranty Trust Company of New York, as
documentation agent, Scotiabank, as administrative agent


                                       38



<Page>


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

<TABLE>
<S>                                                         <C>
SOCIETE GENERALE                                            CITICORP USA, INC.

By: /s/ Jay Sands                                           By: /s/ Richard Banziger
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Vice President


THE BANK OF NOVA SCOTIA                                     COMMERZBANK AG

By: /s/ John Hopmans                                        By: /s/ Peter Doyle
   ----------------------------                                ---------------------------
   Title: Managing Director                                    Title: Assistant Vice President
</TABLE>


FRF $370,000,000 Credit Agreement, dated July 9, 1996, between Warnaco Inc. and
the nominated subsidiaries (as defined therein) as borrowers, The Warnaco Group,
Inc., as guarantor, Societe Generale, as managing and administrative Agent, and
the banks and other financial institutions from time to time party thereto as
lenders

                                       39




<Page>


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



                                   CITIBANK, N.A.

                                   By: /s/ Richard Banziger
                                      -----------------------------------
                                      Title: Vice President

                                   CITICORP USA, INC.

                                   By: /s/ Richard Banziger
                                      -----------------------------------
                                      Title: Vice President

                                   SCOTIABANK EUROPE plc

                                   By: /s/ John Hopmans
                                      -----------------------------------
                                      Title: Managing Director



'L'9,000,000 Facility Agreement, dated as of May 15, 1995, among Warner's
(United Kingdom) Limited, as borrower, Scotiabank Europe plc, as security agent,
Citicorp USA, Inc., as administrative agent, Scotiabank Europe plc, as overdraft
bank, Citibank, N.A. as issuing bank, the financial institutions named in the
first schedule as banks, Warnaco Inc. and The Warnaco Group, Inc., as U.S.
guarantors, and the companies named in the second schedule as European
guarantors (Warnaco GmbH, Warner's Aiglon S.A., Warner's (Eire) Teoranta,
Warner's Lenceria Femenina, S.A. and Warner's Belgium S.A.)


                                       40



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Credit
Agreement has caused this Intercreditor Agreement to be executed by its officers
thereunto duly authorized, as of the date first above written.


                                   THE BANK OF NOVA SCOTIA


                                   By: /s/ John Hopmans
                                      -----------------------------------
                                      Title: Managing Director



Canadian Dollar 30,000,000 Amended and Restated Credit Agreement dated as of
September 24, 1996 between Warnaco of Canada Limited - Warnaco du Canada
Limitee, as borrower, and The Bank of Nova Scotia, as lender


                                       41



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Line of
Credit Letter has caused this Intercreditor Agreement to be executed by its
officers thereunto duly authorized, as of the date first above written.


                                   THE DAI-ICHI KANGYO BANK, LTD.


                                   By: /s/ Andrea Panteli
                                      -----------------------------------
                                      Title: Senior Vice President



U.S. $35,000,000 uncommited short term line of credit letter between Warnaco
Inc. and The Dai-Ichi Kangyo Bank, Ltd.



                                       42



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Letter of
Credit Facility Letter has caused this Intercreditor Agreement to be executed by
its officers thereunto duly authorized, as of the date first above written.


                                   CITIBANK, N.A.

                                   By: /s/ Richard Banziger
                                      -----------------------------------
                                      Title: Vice President



U.S. $91,700,000 uncommitted letter of credit facility letter dated August 4,
1999 between Citibank and Warnaco (HK) Ltd

                                       43



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Letter of
Credit Facility Letter has caused this Intercreditor Agreement to be executed by
its officers thereunto duly authorized, as of the date first above written.


                                   BANK OF AMERICA, N.A.

                                   By: /s/ E. Phifer Helms
                                      -----------------------------------
                                      Title: Managing Director


U.S. $75,000,000 uncommitted letter of credit facility letter dated January 10,
2000 between Bank of America, N.A. and Warnaco (HK) Ltd


                                       44



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Letter of
Credit Facility Letter has caused this Intercreditor Agreement to be executed by
its officers thereunto duly authorized, as of the date first above written.


                                   STANDARD CHARTERED BANK

                                   By: /s/ Peter Brach
                                      -----------------------------------
                                      Title: Vice President



U.S. $27,000,000 uncommitted letter of credit facility letter dated December 29,
1999 between Standard Chartered Bank and Warnaco (HK) Ltd.

                                       45



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Letter of
Credit Facility Letter has caused this Intercreditor Agreement to be executed by
its officers thereunto duly authorized, as of the date first above written.


                                THE BANK OF EAST ASIA, LIMITED

                                By: /s/ Paul C.Y. Wong    Krist K.C. Lam
                                   --------------------------------------------
                                   Title: Vice President  Senior Credit Manager



U.S. $10,000,000 uncommitted letter of credit facility letter dated September
13, 1996 between The Bank of East Asia, Limited and Warnaco (HK) Ltd


                                       46



<Page>


                  IN WITNESS WHEREOF, the party to the below-specified Overdraft
Facility Letter has caused this Intercreditor Agreement to be executed by its
officers thereunto duly authorized, as of the date first above written.


                                   THE BANK OF NOVA SCOTIA


                                   By: /s/ John Hopmans
                                      -----------------------------------
                                      Title: Managing Director


U.S. $6,000,000 uncommitted overdraft facility letter dated August 24, 1999
between The Bank of Nova Scotia, Hong Kong Branch and Warnaco (HK) Ltd


                                       47



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Overdraft
Agreement has caused this Intercreditor Agreement to be executed by its officers
thereunto duly authorized, as of the date first above written.


                                   SOCIETE GENERALE


                                   By: /s/ Jay Sands
                                      -----------------------------------
                                      Title: Managing Director



20,000,000 Austrian shillings Societe Generale Austria overdraft agreement dated
July 26, 1999


                                       48



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Overdraft
Facility Letter has caused this Intercreditor Agreement to be executed by its
officers thereunto duly authorized, as of the date first above written.


                           KBC BANK NV


                           By: /s/ Robert Snauffer         Raymond F. Murray
                              -------------------------------------------------
                              Title: First Vice President  First Vice President



35,000,000 Belgian francs overdraft facility letter dated December 2, 1998 among
Warner's Company Belgium S.A., Donatex - Warnaco S.A. and KBC Bank


                                       49



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Overdraft
Agreement has caused this Intercreditor Agreement to be executed by its officers
thereunto duly authorized, as of the date first above written.


                                   SOCIETE GENERALE


                                   By: /s/ Jay Sands
                                      -----------------------------------
                                      Title: Managing Director



4,000,000 Deutsche marks Societe Generale Germany overdraft agreement dated
March 21, 2000


                                       50



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Credit
Line Letter has caused this Intercreditor Agreement to be executed by its
officers thereunto duly authorized, as of the date first above written.


                                   CREDITO ITALIANO


                                   By: /s/ Bianco Sandro     Andenino Lanfranco
                                      -----------------------------------------
                                      Title: Branch Manager  Account Manager




2,500,000,000 Italian Lire credit line letter dated July 9, 1998 between Warnaco
S.r.l. Milano and Credito Italiano


                                       51



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Credit
Arrangement Letter has caused this Intercreditor Agreement to be executed by its
officers thereunto duly authorized, as of the date first above written.


                                   SOCIETE GENERALE


                                   By: /s/ Jay Sands
                                      -----------------------------------
                                      Title: Managing Director



U.S. $6,000,000 short term multi purpose credit arrangement letter dated October
29, 1997 between Warnaco B.V. and Societe Generale


                                       52



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Credit
Agreement has caused this Intercreditor Agreement to be executed by its officers
thereunto duly authorized, as of the date first above written.


                                   SOCIETE GENERALE, Madrid Branch

                                   By: /s/ Jay Sands
                                      -----------------------------------
                                      Title: Managing Director



FRF 7,500,000 Revolving Line of Credit Agreement dated October 31, 1996 between
Warner's Lenceria Femenina, S.A., as borrower, and Societe Generale acting
through its Madrid Branch, as lender, as amended by the Amendment Agreement
dated July 31, 1998 between Warnaco Intimo S.A., the companies and corporations
referred to therein as guarantors and Societe Generale acting through its Madrid
Branch



                                       53




<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Credit
Agreement has caused this Intercreditor Agreement to be executed by its officers
thereunto duly authorized, as of the date first above written.


                                   SOCIETE GENERALE BANK AND TRUST


                                   By: /s/ Jay Sands
                                      -----------------------------------
                                      Title: Managing Director


FRF 7,500,000 Revolving Line Credit Agreement dated October 31, 1996 as amended
by the Amendment Agreement dated July 31, 1998 between Lintex-Warnaco S.A., as
borrower, the companies and corporations referred to therein as guarantors and
Societe Generale Bank and Trust, as lender

                                       54



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Equity
Forward Purchase Agreement has caused this Intercreditor Agreement to be
executed by its officers thereunto duly authorized, as of the date first above
written.


                                   SCOTIA CAPITAL (USA) INC.


                                   By: /s/ John Hopmans
                                      -----------------------------------
                                      Title: Managing Director




Equity Forward Purchase Agreement dated December 10, 1999 between Scotia Capital
(USA) Inc. and The Warnaco Group, Inc.

                                       55



<Page>




                  IN WITNESS WHEREOF, the party to the below-specified Equity
Forward Purchase Agreement has caused this Intercreditor Agreement to be
executed by its officers thereunto duly authorized, as of the date first above
written.


                                   SUNTRUST BANK

                                   By: /s/ T. Mike Logan
                                      -----------------------------------
                                      Title: Managing Director



Equity Forward Purchase Agreement dated as of February 10, 2000 between Sun
Trust Bank and The Warnaco Group, Inc


                                       56


</TEXT>
</DOCUMENT>
