WARNACO GROUP INC /DE/
EXHIBIT 10.45
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>ex10-45.txt
<DESCRIPTION>EXHIBIT 10.45
<TEXT>


<Page>



                                                                  EXECUTION COPY



                                 AMENDMENT NO. 2


         This AMENDMENT NO. 2 dated as of December 21, 2001 (this "Amendment No.
2"), among Warnaco Inc., a Delaware corporation, as debtor and in possession
under chapter 11 of the Bankruptcy Code (the "Borrower"), The Warnaco Group,
Inc. ("Group") and the Domestic Subsidiaries (as defined in the Credit Agreement
referred to below) of Group, as debtors and debtors in possession under chapter
11 of the Bankruptcy Code (the "Subsidiary Guarantors" and, together with Group,
the "Guarantors"), the Lenders (as defined in the Credit Agreement referred to
below) party hereto and Citibank N.A., as Administrative Agent (as defined
below) amends certain provisions of the Senior Secured Super-Priority Debtors In
Possession Revolving Credit Agreement dated as of June 11, 2001, as amended by
Amendment and Waiver, dated as of August 27, 2001, among the Borrower, Group and
the Subsidiary Guarantors, the Lenders, the Issuers (as defined therein),
Citibank, N.A., as administrative agent for the Lenders and the Issuers (in such
capacity, the "Administrative Agent"), and Salomon Smith Barney Inc., The Bank
of Nova Scotia and J.P. Morgan Securities, Inc. as joint lead arrangers (such
agreement, the "Credit Agreement").

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Guarantors, the Lenders, the Issuers and the
Administrative Agent are parties to the Credit Agreement and, as of the date
hereof, the undersigned Lenders constitute the Requisite Lenders;

         WHEREAS, the Borrower, Requisite Lenders and the Administrative Agent
have agreed (a) to reduce the Tranche B Commitments; (b) to restructure the
minimum EBITDAR covenant contained in Section 5.1 of the Credit Agreement; (c)
to limit the aggregate amount of invest ments by Group and its Subsidiaries in
Cash Equivalents; and (d) to make certain other amend ments to the Credit
Agreement set forth herein;

         WHEREAS, pursuant to Section 13.1 (Amendments, Waiver, Etc.) of the
Credit Agree ment, the consent of the Requisite Lender is required to amend the
provisions of the Credit Agreement as set forth herein;

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and obliga tions herein set forth and other good and valuable consideration, the
adequacy and receipt of which is hereby acknowledged, and in reliance upon the
representations, warranties and covenants herein contained, the parties hereto,
intending to be legally bound, hereby agree as follows:

         Section 1. Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the Credit
Agreement.




<Page>





         Section 2. Amendments to Credit Agreement. Effective as of the
Effective Date and subject to the terms and conditions set forth herein, the
Credit Agreement is hereby amended as follows:

                  (a) By amending the definition of "Available Tranche B Credit"
contained in Section 1.1 (Defined Terms) of the Credit Agreement by deleting it
in its entirety and replacing it with the following:

                           "Available Tranche B Credit" means, at any time (a)
                           an amount equal to 70% of the Tranche B Commitments
                           in effect at such time minus the sum of (i) the
                           aggregate Tranche B Outstandings at such time and
                           (ii) any Tranche B Availability Reserve in effect at
                           such time; or (b) after the Borrower receives the
                           consent of the Super-Majority Tranche B Lenders, an
                           amount equal to 100% of the Tranche B Commitments in
                           effect at such time minus the sum of (i) the
                           aggregate Tranche B Outstandings at such time and
                           (ii) any Tranche B Availability Reserve in effect at
                           such time.

                  (b) By amending the definition of "Eligible Receivable"
contained in Section 1.1 (Defined Terms) of the Credit Agreement by deleting the
proviso at the end thereof and replacing it with the following:

                           "provided, however, that in no event shall any
                           Chargeback qualify as an Eligible Receivable."

                  (c) By inserting the following definition immediately after
the definition "Subsidiary Guarantor" in Section 1.1 (Definitions):

                           "Super-Majority Tranche B Lenders" means,
                           collectively, Tranche B Lenders having more than
                           sixty-six and two-thirds percent (66 2/3%) of the
                           aggregate outstanding amount of the Tranche B
                           Commitments. A Non-Funding Lender that is a Tranche B
                           Lender shall not be included in the calculation of
                           "Super-Majority Tranche B Lenders."

                  (d) By amending clause (b) of Section 2.5 (Reduction and
Termination of the commitments) of the Credit Agreement by deleting it in its
entirety and replacing it with the following:

                                    (b) the aggregate Tranche B Commitments
                           shall be reduced by: (x) $125,000,000 on December 27,
                           2001, (y) $50,000,000 on April 30, 2002 and (z)
                           $50,000,000 (or such lesser amounts as shall cause
                           the Tranche B Commitments to be reduced to zero) on
                           July 31, 2002 (the "Tranche B Commitment Reduction
                           Dates"), subject to any prior permanent reductions


                                        2



<Page>




                           pursuant to clause (c) below (and the Tranche B
                           Commitment of each Lender shall be reduced by its
                           Ratable Portion of such amount).

                  (e) By amending clause (b) of Section 2.9 (Mandatory
Repayments) of the Credit Agreement by deleting clause (ii) in its entirety and
replacing it with the following:

                           (ii) Notwithstanding clause (b)(i) above, if (A) any
                  prepayment is the result of Group or any of its Subsidiaries
                  receiving Net Cash Proceeds from the sale of an asset that,
                  directly or indirectly, forms part of the Tranche A Collateral
                  and (B) as a consequence of such sale, the Borrowing Base is
                  reduced, then the Borrower shall, following any prepayment of
                  the Swing Loans but prior to any prepayment in respect of the
                  Tranche B Loans, prepay the Tranche A Loans then outstanding
                  solely in an amount equal to the amount by which the Borrowing
                  Base was reduced less any amount of such Net Cash Proceeds
                  used to repay Swing Loans;

                  (f) By amending and restating Section 5.1 (Minimum EBITDAR)
of the Credit Agreement in its entirety to read as follows:

                                    Section 5.1 Minimum EBITDAR. Group will
                           have, as of the last day of each month set forth
                           below, EBITDAR for the fiscal period ending on such
                           day of not less than the following:

<TABLE>
<CAPTION>
------------------------------------------------------------------------
                                                      Minimum
    Test Period                                       EBITDAR
------------------------------------------------------------------------
<S>                                                  <C>
Three Months Ending                                  $7,300,000
December 31, 2001
------------------------------------------------------------------------
Four Months Ending                                   $3,000,000
January 31, 2002
------------------------------------------------------------------------
Five Months Ending                                   $7,570,000
February 28, 2002
------------------------------------------------------------------------
Six Months Ending                                   $18,940,000
March 31, 2002
------------------------------------------------------------------------
Seven Months Ending                                 $25,200,000
April 30, 2002
------------------------------------------------------------------------
Eight Months Ending                                 $27,780,000
May 31, 2002
------------------------------------------------------------------------
Nine Months Ending                                  $36,760,000
June 30, 2002
------------------------------------------------------------------------

</TABLE>

                                        3



<Page>



<TABLE>
<CAPTION>
------------------------------------------------------------------------
                                                      Minimum
    Test Period                                       EBITDAR
------------------------------------------------------------------------
<S>                                                  <C>
Ten Months Ending                                   $40,150,000
July 31, 2002
------------------------------------------------------------------------
Eleven Months Ending                                $46,780,000
August 31, 2002
------------------------------------------------------------------------
Twelve Months Ending                                $56,450,000
September 30, 2002
------------------------------------------------------------------------
Twelve Months Ending                                $57,840,000
October 31, 2002
------------------------------------------------------------------------
Twelve Months Ending                                $62,870,000
November 30, 2002
------------------------------------------------------------------------
Twelve Months Ending                               $73,640,000;
December 31, 2002
------------------------------------------------------------------------
</TABLE>

                           provided, however, that in the event of a sale of the
                           stock or the assets by Group or any Subsidiary
                           thereof constituting a business division of Group or
                           a Subsidiary thereof, each minimum EBITDAR level set
                           forth above for the fiscal periods ending after such
                           sale shall be reduced by an amount equal to 95% of
                           the EBITDAR derived from such business division, as
                           listed on Schedule 5.1 (EBITDAR Adjustments) with
                           respect to such period (or, if such sale occurs
                           during such period, such portion of such period
                           occurring after such sale); provided, further,
                           however, the foregoing formula and timing of the
                           application of the reduction in minimum EBITDAR
                           levels may be adjusted in the reasonable discretion
                           of the Administrative Agent to take into
                           consideration the terms of such sale and the actual
                           overhead savings to be achieved through the sale of
                           such business division.

                  (g) By amending and restating Section 5.2 (Capital
Expenditures) of the Credit Agreement in its entirety to read as follows:

                                    Section 5.2 Capital Expenditures. Group will
                           not permit Capital Expenditures to be made or
                           incurred during each of the Fiscal Years set forth
                           below to be in excess of the maximum amount set forth
                           below for such Fiscal Year:



                                        4



<Page>



<TABLE>
<CAPTION>

------------------------------------------------------------------------
         Fiscal Year ending               Maximum Capital
            on or about                     Expenditures
------------------------------------------------------------------------
<S>                                         <C>
December 31, 2001                           $28,000,000
------------------------------------------------------------------------
December 31, 2002                           $18,000,000
------------------------------------------------------------------------
December 31, 2003                           $15,000,000
------------------------------------------------------------------------
</TABLE>

                           provided, however, that to the extent that actual
                           Capital Expenditures for any such Fiscal Year shall
                           be less than the maximum amount set forth above for
                           such Fiscal Year (without giving effect to the
                           carryover permitted by this proviso), the amount of
                           such shortfall (not to exceed 50% of the available
                           amount for such Fiscal Year) shall be, in addition,
                           available for Capital Expenditures in the next
                           succeeding Fiscal Year; provided, further, however,
                           Capital Expenditures financed with Net Cash proceeds
                           from a Property Loss Event shall not be included in
                           the foregoing calculations; provided further, that in
                           the event of a sale of the stock or the assets by
                           Group or any Subsid iary thereof constituting a
                           business division of Group or a Subsidiary thereof,
                           each maximum Capital Expenditure level set forth
                           above for the Fiscal Year ending after such sale
                           shall be reduced by an amount equal to the Capital
                           Expenditure allocable to such business division, as
                           listed on Schedule 5.2 (Capital Expenditure
                           Adjustments) with respect to such period (or, if such
                           sale occurs during such period, such portion of such
                           period occurring after such sale) and provided
                           further, the foregoing formula and timing of the
                           application of the reduction in maximum Capital
                           Expenditure levels may be adjusted in the reasonable
                           discretion of the Administrative Agent to take into
                           consideration the terms of such sale.

                  (h) By amending clause (b) of Section 6.1 (Financial
Statements) of the Credit Agreement by deleting the number "30" in the first
line thereof and replacing it with the number "40."

                  (i) By amending clause (b) of Section 7.12 (Cash Management;
Blocked Accounts) of the Credit Agreement by deleting the amount "$25,000,000"
in the seventh line and replacing it with the amount "$30,000,000."

                  (j) By amending Section 7.14 (Plan of Reorganization) of the
Credit Agreement by deleting it in its entirety and replacing it with the
following:

                                    Section 7.14 Plan of Reorganization. The
                           Loan Parties shall cause a plan or reorganization to
                           be filed with the Bankruptcy Court on or prior to
                           July 31, 2002 and such plan of reorganization shall
                           provide for payment in full of the Obligations
                           hereunder, on or prior to the consummation thereof


                                        5



<Page>




                           and shall otherwise include terms and conditions
                           satisfactory to the Requisite Lenders. The
                           Administrative Agent may in its sole reasonable
                           discretion extend the foregoing date for compliance
                           with this Section 7.14.

                  (k) The following new Section 7.16 (Sale and Purchase
Agreements) shall be amended immediately after Section 7.15 (Certain Post
Closing Matters):

                                    Section 7.16 Sale and Purchase Agreements.
                           Prior to April 30, 2002, Group and the Borrower shall
                           have provided to the Lenders true and complete copies
                           of sale and purchase agreements, in form and
                           substance satisfactory to the Administrative Agent,
                           fully executed by Group or one or more of its
                           Subsidiaries and one or more independent third party
                           buyer(s) with respect to the sale(s) of stock or
                           assets of Group or a Subsidiary thereof to such
                           independent third party buyer(s) on terms that
                           provide for: (a) aggregate net cash sale proceeds to
                           be paid to Group, or any of its Subsidiaries, in an
                           amount not less than $200,000,000, (b) consideration,
                           timing of closing and other conditions which
                           represent a bona fide effort of Group and/or a
                           Subsidiary thereof to consummate the sale of the
                           assets or stock to be sold, and (c) not less than 50%
                           of the consideration therefor to be in cash payable
                           to Group or one of its Subsidiaries. In addition,
                           prior to June 30, 2002, Group and the Borrower shall
                           have provided to the Lenders true and complete copies
                           of sale and purchase agreements, in form and
                           substance satisfactory to the Administrative Agent
                           (and in any event to include terms that provide for
                           requirements set forth in subclauses (b) and (c)
                           above), fully executed by Group or one or more of its
                           Subsidiaries and one or more independent third party
                           buyer(s) with respect to the sale(s) of stock or
                           assets of Group or a Subsidiary thereof to such
                           independent third party buyer(s) such that the
                           aggregate net cash proceeds thereof would be
                           sufficient to enable the Borrower to repay (and
                           provide cash collateral in respect of all Letters of
                           Credit) the entire amount of the Facilities and all
                           post petition administrative claims and such proceeds
                           shall be used for such purposes. The Administrative
                           Agent may in its sole reasonable discretion extend
                           the foregoing dates for compliance with this Section
                           7.16. Notwithstanding the foregoing, the provisions
                           of Section 8.4 are applicable to each Asset Sale and
                           nothing herein shall be construed as the Lenders
                           having consented or agreed to consent to any Asset
                           Sale.

                  (l) By amending Section 8.3(b) (Investments) of the Credit
Agreement by deleting such clause in its entirety and replacing it with the
following:

                                    (b) Investments by Group and its
                           Subsidiaries in Cash Equivalents, but not in excess
                           of the amounts specified in the proviso in
                           Section 7.12(b);


                                        6




<Page>




                  (m) Schedule I (Commitments) to the Credit Agreement is hereby
amended and restated in its entirety and replaced by Schedule I hereto.

                  (n) Schedule II (Applicable Lending Offices and Addresses for
Notices) to the Credit Agreement is hereby amended and restated in its entirety
and replaced by Schedule II hereto.

                  (o) A new Schedule 5.1 (EBITDAR Adjustments) to the Credit
Agreement in the form of Schedule 5.1 hereto shall be added to the Credit
Agreement after Schedule 4.23 (Material Intellectual Property) thereof.

                  (p) A new Schedule 5.2 (Capital Expenditure Adjustments) to
the Credit Agreement in the form of Schedule 5.2 hereto shall be added to the
Credit Agreement after Schedule 5.1 (EBITDAR Adjustments) thereof.

         Section 3. Consent. The Lenders constituting the Requisite Lenders,
hereby consent to the consummation of the IZKA Settlement Transactions by Group
or a Subsidiary thereof. "IZKA Settlement Transactions" means (i) the
liquidation of the assets of the IZKA division and payment to the Former Sellers
(as defined below) of a settlement in an amount equal to the greater of 50% of
the proceeds of the liquidation and $350,000 and (ii) the transfer (for
consideration of 'E' 1.00) of the IZKA trade marks (or IZKA S.C., if necessary)
to the Former Sellers of the IZKA division, in each case as required pursuant to
the terms of the Settlement Agreement between Warner's Aigion S.A., Gerard
Petit and Patrick James-Pallade (the "Former Sellers") dated November 14, 2001.

         Section 4. Conditions Precedent to the Effectiveness of this Amendment
No. 2. This Amendment No. 2 shall become effective as of the date when the
following conditions precedent have been satisfied (the "Effective Date"):

                  (a) Certain Documents. The Administrative Agent shall have
received on or before the Effective Date all of the following, all of which
shall be in form and substance satisfactory to the Administrative Agent, in
sufficient executed copies for each of the Lenders:

                           (i) this Amendment No. 2 executed by the Borrower
         and the Lenders constituting the Requisite Lenders;

                           (ii) an order of the Bankruptcy Court approving this
         Amendment No. 2, in form and substance satisfactory to the
         Administrative Agent;


                                        7



<Page>




                           (iii) payment of the Amendment Fee and any fees
         payable pursuant to the terms of the fee letter dated as of the date
         hereof and entered into between the Borrower, the Administrative Agent
         and The Chase Manhattan Bank; and

                           (iv) such additional documentation as the
         Administrative Agent or the Requisite Lenders may reasonably require.

                  (b) Representations and Warranties. Each of the
representations and warranties made by the Borrower or any Guarantor in or
pursuant to the Credit Agreement and the other Loan Documents to which the
Borrower or any Guarantor is a party or by which the Borrower, or any Guarantor
is bound, shall be true and correct in all material respects, after giving
effect to the terms of this Amendment No. 2, on and as of the Effective Date
(other than representations and warranties in any such Loan Document which
expressly speak as of a different date).

                  (c) No Event of Default. No Event of Default or Default
shall have occurred and be continuing on the Effective Date after giving effect
to the terms of this Amendment No. 2.

         Section 5. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that as of
the date hereof, after giving effect to the terms of this Amendment No. 2,(x) no
Event of Default or Default under the Credit Agreement shall have occurred and
be continuing and (y) all of the representations and warran ties of the Loan
Parties contained in Article IV of the Credit Agreement and in any other Loan
Document continue to be true and correct as of the date of execution hereof in
all material respects, as though made on and as of such date (other than
representations and warranties in any such Loan Document which expressly speaks
as of a different date).

         Section 6. Amendment Fee. On the Effective Date the Borrower shall pay
(i) to each Lender approving this Amendment No. 2 on or prior to December 21,
2001 an amendment fee equal to one-quarter of one percent (0.25%) of the
aggregate amount of such Lender's Commitments after giving effect to this
Amendment No. 2 and (ii) to the Lenders on a pro rata basis a contingency fee
equal to 0.10% of the aggregate Commitments (prior to giving effect to this
Amendment No. 2) (fees payable pursuant to the foregoing subsections (i) and
(ii) together, the "Amendment Fees"); provided, however, that the payment of the
portion of the Amendment Fee described in subsection (ii) above shall be deemed
to have been previously satisfied and only the amounts described in subsection
(i) above shall be payable on the Effective Date to the approving Lenders.

         Section 7. Costs and Expenses. The Borrower agrees to pay on demand in
accor dance with the terms of Section 13.3 of the Credit Agreement all costs and
expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment No. 2 and all other Loan
Documents entered into in connection herewith,

                                        8



<Page>




including the reasonable fees, expenses and disbursements of Weil, Gotshal &
Manges LLP, counsel for the Administrative Agent with respect thereto.

         Section 8. Reference to and Effect on the Loan Documents.

                  (a) Upon the effectiveness of this Amendment No. 2 on and
after the date hereof, each reference in the Credit Agreement to "this
Agreement," "hereunder", "hereof" or words of like import, and each reference in
each other Loan Document, shall mean and be a reference to the Credit Agreement
as amended hereby.

                  (b) Except as specifically amended hereby, all of the terms of
the Credit Agreement and all other Loan Documents shall remain unchanged and in
full force and effect.

                  (c) The execution, delivery and effectiveness of this
Amendment No. 2 shall not, except as expressly provided herein, operate as an
amendment or waiver of any right, power or remedy of any Lender, any Issuer or
the Administrative Agent under the Credit Agreement or any of the Loan
Documents, nor constitute an amendment or waiver of any provision of the Credit
Agreement or any of the Loan Documents.

                  (d) This Amendment No. 2 is a Loan Document.

         Section 9. Titles. The Section titles contained in this Amendment No. 2
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.

         Section 10. Execution in Counterparts. This Amendment No. 2 may be
executed and delivered in any number of counterparts and by different parties
hereto in separate counter parts, each of which when so executed and delivered
shall be deemed an original and all of which taken together shall constitute one
and the same original agreement.

         Section 11. Notices. All communications and notices to the
Administrative Agent hereunder shall be given as provided in the Credit
Agreement.

         Section 12. Severability. If any term or provisions set forth in this
Amendment No. 2 shall be invalid or unenforceable, the remainder of this
Amendment No. 2, or the application of such terms or provisions to persons or
circumstances, other than those to which it is held unenforceable, shall not in
any way be affected or impaired thereby.

         Section 13. Successors. The terms of this Amendment No. 2 shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors or assigns.



                                        9



<Page>




         Section 14. Governing Law. This Amendment No. 2 shall be interpreted,
and the rights and liabilities of the parties determined, in accordance with the
internal law of the State of New York.

                            [SIGNATURE PAGES FOLLOW]

                                       10




<Page>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                     WARNACO INC.,
                                     as Borrower


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

                                     CITIBANK, N.A.,
                                     as Administrative Agent


                                     By: /s/ Keith R. Gerding
                                         ---------------------------------------
                                         Name:  Keith R. Gerding
                                         Title: Vice President

                                     CITIBANK, N.A.,
                                     as a Lender


                                     By: /s/ Keith R. Gerding
                                         ---------------------------------------
                                         Name: Keith R. Gerding
                                         Title: Vice President

                                     THE BANK OF NOVA SCOTIA,
                                     as a Lender


                                     By: /s/ Olivia L. Braun
                                         ---------------------------------------
                                         Name:  Olivia L. Braun
                                         Title: Director

                                     THE CHASE MANHATTAN BANK,
                                     as a Lender


                                     By: /s/ Houston A. Stebbins
                                         ---------------------------------------
                                         Name:  Houston A. Stebbins
                                         Title: Managing Director




<Page>




                                     GENERAL ELECTRIC CAPITAL CORPORATION,
                                     as a Lender


                                     By: /s/ [Illegible]
                                         ---------------------------------------
                                         Name:
                                         Title:

                                     THE CIT GROUP/COMMERCIAL SERVICES, INC.,
                                     as a Lender


                                     By: /s/ [Illegible]
                                         ---------------------------------------
                                         Name:
                                         Title:

                                     SOCIETE GENERALE,
                                     as a Lender


                                     By:   /s/ Harry T. Nullet
                                         --------------------------------------
                                         Name:  Harry T. Nullet
                                         Title: Director

                                     FLEET NATIONAL BANK,
                                     as a Lender


                                     By: /s/ JD Smith
                                         ---------------------------------------
                                         Name:  JD Smith
                                         Title: Vice President

                                     THE BANK OF NEW YORK,
                                     as a Lender


                                     By: /s/ Richard P. Hebner
                                         ---------------------------------------
                                         Name:  Richard P. Hebner
                                         Title: Vice President

                                     FIRST UNION NATIONAL BANK,
                                     as a Lender


                                     By: /s/ M.G. Hyde
                                         ---------------------------------------
                                         Name:  M.G. Hyde
                                         Title: Director/VP




<Page>




                                     HELLER FINANCIAL, INC.,
                                     as a Lender


                                     By: /s/ Tara Wrobel
                                         --------------------------------------
                                         Name:  Tara Wrobel
                                         Title: Vice President

                                     TEXTRON FINANCIAL CORPORATION,
                                     as a Lender


                                     By: /s/ Jerrold K. Brown
                                         ---------------------------------------
                                         Name:  Jerrold K. Brown
                                         Title: Senior Vice President

                                     GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                     as a Lender


                                     By: /s/ Edmund Kearns
                                         ---------------------------------------
                                         Name:  Edmund Kearns
                                         Title: Authorized Signatory

                                     BANK OF SCOTLAND,
                                     as a Lender


                                     By: /s/ Annie Glynn
                                         ---------------------------------------
                                         Name:  Annie Glynn
                                         Title: Senior Vice President

                                     THE PROVIDENT BANK,
                                     as a Lender


                                     By: /s/ Russ Smethwick
                                         ---------------------------------------
                                         Name:  Russ Smethwick
                                         Title: AVP, Portfolio Manager

                                     SPECIAL SITUATIONS INVESTING GROUP, INC.,
                                     as a Lender


                                     By: /s/ Stephen Golden
                                         ---------------------------------------
                                         Name:  Stephen Golden
                                         Title: President




<Page>




                 CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY

                  Each of the undersigned Guarantors hereby consents to the
terms of the foregoing Amendment No. 2 in its capacity as a guarantor under the
Credit Agreement and agrees that the terms of such agreement shall not affect in
any way its obligations and liabilities under its guaranty, all of which
obligations and liabilities shall remain in full force and effect and each of
which is hereby reaffirmed.

                                     THE WARNACO GROUP INC.
                                     as a Guarantor


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

                                     184 BENTON STREET INC.
                                     A.B.S. CLOTHING COLLECTION, INC.
                                     ABBEVILLE MANUFACTURING COMPANY
                                     AEI MANAGEMENT CORPORATION
                                     AUTHENTIC FITNESS CORPORATION
                                     AUTHENTIC FITNESS ON-LINE, INC.
                                     AUTHENTIC FITNESS PRODUCTS INC.
                                     AUTHENTIC FITNESS RETAIL INC.
                                     BLANCHE INC.
                                     CCC ACQUISITION CORP.
                                     CCC ACQUISITION REALTY CORP.
                                     C.F. HATHAWAY COMPANY
                                     CALVIN KLEIN JEANSWEAR COMPANY
                                     CKJ HOLDINGS, INC.
                                     CKJ SOURCING, INC.
                                     DESIGNER HOLDINGS LTD.
                                     JEANSWEAR HOLDINGS, INC.
                                     KAI JAY MANUFACTURING COMPANY
                                     MYRTLE AVENUE, INC.
                                     OUTLET HOLDINGS, INC.
                                     OUTLET STORES, INC.
                                     RIO SPORTWEAR, INC.
                                     UBERTECH PRODUCTS, INC.
                                     VENTURES LTD.
                                     WARMANA LIMITED
                                     WARNACO INTERNATIONAL INC.




<Page>




                                     WARNACO MEN'S SPORTSWEAR, INC.
                                     WARNACO PUERTO RICO, INC.
                                     WARNACO SOURCING INC.
                                     WARNACO U.S., INC.
                                     WARNACO VENTURES LTD.
                                     WARNER'S DE COSTA RICA INC.
                                     WARNACO INTERNATIONAL, L.L.C.

                                     as Guarantors


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


                                     GREGORY STREET, INC.
                                     as a Guarantor


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


                                     PENHALIGON'S BY REQUEST, INC.
                                     as a Guarantor


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




</TEXT>
</DOCUMENT>
