WARNACO GROUP INC /DE/
EXHIBIT 10.50
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>21
<FILENAME>ex10-50.txt
<DESCRIPTION>EXHIBIT 10.50
<TEXT>

<PAGE>

                                                                  EXECUTION COPY


                             AMENDMENT NO. 1 TO THE
                             INTERCREDITOR AGREEMENT

                                                     Dated as of June 8, 2001

                  AMENDMENT NO. I TO INTERCREDITOR AGREEMENT
among The Warnaco Group, Inc. ("Group"), Warnaco Inc. ("Warnaco"), the other
direct and indirect Subsidiaries of Group party thereto, The Bank of Nova Scotia
("Scotiabank"), as Administrative Agent (the "Administrative Agent"), Scotiabank
and Citibank, N.A., as Debt Coordinators (the "Debt Coordinators"), the other
financial institutions party thereto and State Street Bank and Trust Company,
as Collateral Trustee (the "Collateral Trustee").

                             PRELIMINARY STATEMENTS:

                  (1) Group, Warnaco, the other direct and indirect Subsidiaries
of Group party thereto, the Administrative Agent, the Debt Coordinators, the
Collateral Trustee and the other financial institutions party thereto have
entered into that certain Intercreditor Agreement dated as of October 6, 2000
(as amended, supplemented or otherwise modified through the date hereof, the
"Intercreditor Agreement").

                  (2) Group, Warnaco, the other direct and indirect Subsidiaries
Of Group party thereto, the Administrative Agent, the Debt Coordinators and the
Collateral Trustee have entered into that certain Amendment, Modification,
Restatement and General Provisions Agreement dated as of October 6, 2000 (as
amended, supplemented or otherwise modified through the date hereof; the
"Facility Agreement"). Capitalized terms not otherwise defined in this
Agreement have the same meanings as specified in Annex A to the Facility
Agreement.

                  (3) The Credit Parties are experiencing financial difficulty
and it is anticipated that the Credit Parties organized in a jurisdiction within
the United States (the "Debtor Credit Parties") will file voluntary petitions to
commence reorganization proceedings under chapter 11 of title 11 of the United
States Code (the "Bankruptcy Code"). The Credit Parties that are not filing such
voluntary petitions (the "Non-Debtor Credit Parties") will not obtain the
protections accorded to the Debtor Credit Parties under the Bankruptcy Code.
Group has requested that the Lender Parties forbear from exercising certain of
theft rights under the Covered

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Facilities against the Non-Debtor Credit Parties upon the commencement of the
Debtor Credit Parties' reorganization cases under the Bankruptcy Code.

                  (4) The Required Lenders are, on the terms and conditions
stated below and pursuant to Section 2.2(a) of the Intercreditor Agreement,
willing to grant the request of Group to amend the Intercreditor Agreement, arid
Group and the Required Lenders have agreed to amend the Intercreditor Agreement,
the other Loan Parties have consented to such amendment, in each case as
hereinafter set forth.

                  SECTION 1. Amendment to Intercreditor Agreement. The
Intercreditor Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 3, hereby amended
as follows:

         (a)      Section 1.1 is amended in full to read as follows:

         SECTION 1.1. Definitions. (a) Except as set forth in paragraph (b)
         below, 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
         4l(a)(ii) hereof), and the rules of interpretation and construction sat
         forth in Part 11 of such Annex A shall apply.

                  (b) As used in Section 2.6 of this Agreement, the following
         terms have the following meanings, and the rules of interpretation and
         construction sat forth in Part II of Annex A to the Facility Agreement
         shall apply:

                  "Amendment No. 1" means the Amendment No. I to the
         Intercreditor Agreement among Group, the subsidiaries of Group party
         thereto and the Lender Parties party thereto, dated as of June 8, 2001.

                  "Bankruptcy Code" means title 11 of the United States Code.

                  "Cases" means the cases of the Debtor Credit Parties that are
         to be commenced by the filing of voluntary petitions by each Debtor
         Credit Party under chapter 11 of title II of the United States Code.

                  "Cash Management Order" means an order, in form and substance
         reasonably acceptable to the Debt Coordinators, entered by the Court
         authorizing, among other things, the maintenance of certain existing
         bank accounts, the use of a cash management system, and, subject to
         certain conditions, the transfer of funds between Debtor Loan Parties
         and Non-Debtor Loan Parties.

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                  "Chapter 11 Defaulted Facility" has the meaning specified in
         Section 2.6(a) hereof.

                  "Court" means the U.S. Bankruptcy Court for the Southern
         District of New York.

                  "Debtor Credit Party" means each Credit Party listed in
         Schedule III hereto.

                  "Debtor Loan Party" means each Loan Party listed in Schedule
         III hereto.

                  "DIP Loan Agreement" means that certain Secured Super-Priority
         Debtor in Possession Revolving Credit Agreement to be dated on or about
         June 11, 2001 among Warnaco, as borrower, Group and the subsidiaries of
         Group named therein, as guarantors, Citicorp USA, Inc., as
         administrative agent, Salomon Smith Barney Inc., The Bank of Nova
         Scotia and JP Morgan Securities, Inc., as joint lead arrangers and book
         managers, and the other financial institutions named therein, as the
         same may be amended, supplemented or otherwise modified from time to
         time.

                  "Interim DIP Order" means an order entered by the Court
         authorizing Warnaco to, among other things, borrow funds pursuant
         to-the DIP Loan Agreement pending a final hearing on the DIP Loan
         Agreement.

                  "Final DIP Order" means an order entered by the Court not
         earlier than fifteen (15) days after the Petition Date authorizing
         Warnaco to, among other things, borrow funds pursuant to the DIP Loan
         Agreement.

                  "Non-Debtor Credit Party" means each Credit Party that is not
         listed in Schedule UI hereto.

                  "Non-Debtor Loan Party" means each Loan Party that is not
         listed in Schedule III hereto.

                  "Petition Date" means the date the Debtor Credit Parties
         commence the Cases.

                  "Setoff Rights" means setoff rights under any Covered Facility
         or applicable law.

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                  "Standstill Period" means, with respect to each Non-Debtor
         Credit Party, the period from the date on which Amendment No. is
         effective until the earliest of (i) the effective date of a plan or
         plans of reorganization in the Cases, (ii) a termination pursuant to
         Section 2.6(c), or (iii) the date which is twenty (20) days after
         written notice has been given to Group by the Administrative Agent
         that the Required Lenders, acting through the Debt Coordinators, have
         elected to terminate the Standstill Period."

         (b) The first sentence of Section 2.3(a) is amended by adding at the
beginning of such sentence the following clause: "Subject to Section 2.6".

         (c) Article II is amended by adding thereto a new Section 16, to read
as follows:

         "SECTION 2.6. Bankruptcy Standstill. (a) During the Standstill Period,
         if a Bankruptcy Event occurs under any Covered Facility (a "Chapter 11
         Defaulted Facility"), each Lender Party, other than the Specified
         Facility Lender, agrees that (i) it will not exercise any right or
         remedy for the enforcement, collection or recovery against any
         Non-Debtor Credit Party under arty Covered Facility (including any
         such rights as a Secured Party) and (ii) it does hereby instruct the
         Debt Coordinators and each Agent to not take any action of the type
         specified in clause (i) during the Standstill Period.

                  (b) Notwithstanding anything to the contrary set forth in this
         Section 2.6, and without limiting the applicability of the foregoing,
         no Agent or Lender Party will be (i) affected or in any way limited in
         its ability to terminate or close any swap agreement, repurchase
         agreement or similar transaction with any Non-Debtor Credit Party, (ii)
         consenting to or waiving any objection to the jurisdiction of the Court
         over any Agent or Loan Party; (iii) waiving any right to object to or
         enforce its rights and remedies in respect of any plan of
         reorganization; (iv) waiving any right to object to or enforce its
         rights and remedies in respect of any order of the Court (or any other
         court of competent jurisdiction) which would seek to affect the rights
         of any Agent, the Debt Coordinators, or any Lender Party against any
         Non-Debtor Loan Party, except as provided in paragraph (a) above, (v)
         waiving any rights that it may have in the event that any Non-Debtor
         Credit Party subsequently commences a case under the Bankruptcy Code
         or seeks relief under any comparable bankruptcy or insolvency
         proceeding wider the laws of any jurisdiction or a creditor of any
         Non-Debtor Credit Party seeks to enforce any rights against the
         Collateral, (vi) waiving any rights that it may have in respect of
         exercising

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         rights of perfection and further assurances arising under any Loan
         Document or (vii) consenting to any waiver of the provisions of Section
         3.1 of the Facility Agreement.

                  (c) The Debt Coordinators shall, upon the request of the
         Required Lenders, terminate the Standstill Period as to one or more
         Non-Debtor Credit Parties (i) after giving ten (10) days' prior written
         notice to Group and its counsel upon the occurrence of(A) an attempt to
         enforce or take legal action (including, but not limited to, commencing
         an insolvency proceeding or obtaining a judgment) against any
         Non-Debtor Loan Party which action is not stayed and could reasonably
         be expected to have a Material Adverse Effect with respect to the
         Non-Debtor Loan Party against which such attempt has been made or
         action has been taken; (B) an Event of Default (as defined in the DIP
         Loan Agreement) under the DIP Loan Agreement or any successor
         post-petition loan agreement which has not been cured, waived or
         otherwise remedied; (C) a breach of any contract or agreement to which
         any Non-Debtor Loan Party is a party involving aggregate consideration
         payable to or by such Non-Debtor Loan Party of $1,000,000 or more in
         any calendar year which has not been cured, waived or otherwise
         remedied; or (D) noncompliance with any provision of the Cash
         Management Order, the Interim DIP Order or the Final DIP Order, in each
         case in the form as approved by the Debt Coordinators (notwithstanding
         that such noncompliance maybe effected with the approval of the Court)
         which has not been cured, waived or otherwise remedied and could
         reasonably be expected to have a Material Adverse Effect with respect
         to the Non-Debtor Loan Parties collectively; (ii) upon the occurrence
         of a default or event of default under any Loan Document occurring
         after the Petition Date as a result of, or in connection with, any act
         or omission by or circumstance affecting a Non-Debtor Loan Party; (iii)
         upon the occurrence of breach by any Non-Debtor Loan Party of any
         covenant set forth in Section 2 of Amendment No. I; or (iv) upon the
         occurrence of(A) the dismissal of any Case or the conversion of any
         Case to a case under chapter 7 of the Bankruptcy Code or (2) the entry
         of an order of the Court appointing a responsible officer or examiner
         with enlarged powers relating to the operation of the business of any
         Debtor Loan Party.

         (d) Schedule III is added to the Intercreditor Agreement in the form of
Schedule III hereto.


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         SECTION 2. Certain Covenants. Until the Debt Termination Date, each
Loan Party agrees as follows:

                  (a) Covenant to Guarantee Obligations and Give Security. Upon
         the (w) formation or acquisition of any Included Foreign Subsidiary
         after the effective date of Amendment No. I, (x) receipt of notice by
         the Administrative Agent pursuant to Section 2.8(i) of the Facility
         Agreement to the effect that a Foreign Subsidiary has, during the
         period described in such notice, become an Included Foreign Subsidiary,
         (y) acquisition after the effective date of Amendment No. I of any
         property by any Foreign Credit Party (other than Excluded Property),
         and such property, in the judgment of the Debt Coordinators, shall not
         already be subject to a perfected first priority security interest in
         favor of the Collateral Trustee for the benefit of the Secured Patties,
         then such Loan Party will, or will cause its Subsidiaries to, in each
         case at such Loan Party's expense:

                           (i) in connection with the formation or acquisition
                  of a Foreign Subsidiary, or a Foreign Subsidiary becoming an
                  Included Foreign Subsidiary, in each case as specified above,
                  within 30 days after such formation or acquisition, or in the
                  case of clause (x) above, within 30 days after the delivery of
                  such notice, cause each such Included Foreign Subsidiary to
                  duly execute and deliver to the Collateral Trustee a guaranty
                  or guaranty supplement, in form and substance reasonably
                  satisfactory to the Debt Coordinators, guaranteeing such of
                  the other Foreign Subsidiaries' Obligations under those Loan
                  Documents and Covered Facilities the result of which is
                  reasonably determined by the Debt Coordinators to not impose
                  any material adverse tax consequences on Group and its
                  Subsidiaries, taken as a whole; provided that the Debt
                  Coordinators may extend the 30 day time periods specified in
                  this subsection (i) by up to an additional 45 days if
                  requested by Group,

                           (ii) within 30 days after such formation or
                  acquisition, or in the case of clause (x) above, within 30
                  days after the delivery of such notice, furnish to the
                  Collateral Trustee a description of the real and personal
                  properties of such Included Foreign Subsidiary and their
                  respective Subsidiaries in Included Foreign Jurisdictions in
                  detail reasonably satisfactory to the Debt Coordinators, (iii)
                  within 60 days after such formation or acquisition, or in the
                  case of clause (x) above,

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                           (iii) within 60 days after the delivery of such
                  notice, cause such Included Foreign Subsidiary to duly execute
                  and deliver to the Collateral Trustee mortgages with respect
                  to Material Real Property, lease assigmnents or mortgages with
                  respect to Material Leased Property, pledges, security
                  agreement supplements intellectual property security
                  agreement supplements and other security agreements, all as
                  specified by and in form and substance reasonably satisfactory
                  to the Debt Coordinators, securing payment of all the
                  Obligations of the applicable Credit Party under the Loan
                  Documents and the Covered Facilities (provided that none of
                  such agreements shall cover Excluded Property); provided that
                  the Debt Coordinators may extend the 60 day time periods
                  specified in this subsection (iii) by up to art additional 45
                  days if requested by Group,

                           (iv) within 60 days after such formation or
                  acquisition, or in the case of clause (x) above, within 60
                  days after the delivery of such notice, take, and cause such
                  Credit Party to take, whatever action (including, without
                  limitation, the recording of mortgages, the giving of notices
                  and the endorsement of notices on title documents) may be
                  necessary or advisable in the reasonable judgment of the Debt
                  Coordinators to vest in the Collateral Trustee (or in any
                  representative of the Collateral Trustee designated by it)
                  valid and subsisting Liens on the properties purported to be
                  subject to the mortgages, pledges, assignments, security
                  agreement supplements, intellectual property security
                  agreement supplements and security agreements delivered
                  pursuant to this Section 2, enforceable against all third
                  parties in accordance with their terms; provided that the Debt
                  Coordinators may extend the 60 day time periods specified in
                  this subsection (iv) by up to an additional 45 days if
                  requested by Group,

                           (v) within 60 days after such formation or
                  acquisition, or in the case of clause (x) above, within 60
                  days after the delivery of such notice, deliver to the
                  Collateral Trustee, upon the request of the Debt Coordinators
                  in their sole discretion, a signed copy of a favorable
                  opinion, addressed to the Collateral Trustee and the other
                  Secured Parties, of counsel for the Credit Parties acceptable
                  to the Debt Coordinators as to the matters contained in
                  clauses (i) and (iii) above, as to such guaranties, guaranty
                  supplements, mortgages, pledges, assignments, security
                  agreement supplements, intellectual property security
                  agreement supplements and security agreements being legal,

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                  valid and binding obligations of each Credit Party party
                  thereto enforceable in accordance with their terms, as to the
                  matters contained in clause (iv) above, as to such recordings,
                  filings, notices, endorsements and other actions being
                  sufficient to create valid perfected Liens on such properties,
                  and as to such other matters as the Debt Coordinators may
                  reasonably request; provided that the Debt Coordinators may
                  extend the 60 day time periods specified in this subsection
                  (v) by up to an additional 45 days if requested by Group,

                           (vi) within 60 days after such formation or
                  acquisition, or in the case of clause (x) above, within 60
                  days after the delivery of such notice, deliver, upon the
                  reasonable request of the Debt Coordinators, to the
                  Collateral Trustee with respect to each parcel of Material
                  Real Property owned, or Material Leased Property held, by the
                  entity that is the subject of such request, formation or
                  acquisition, such documents and reports of the type specified
                  in Section 6.l(a)(v) of the Facility Agreement and (if
                  available) engineering, soils, environmental assessment and
                  other reports, each in scope, form and substance reasonably
                  satisfactory to the Debt Coordinators, provided however that
                  to the extent that Group or any of its Subsidiaries shall have
                  otherwise received any of the foregoing items with respect to
                  such Material Real Property or Material Leased Property, such
                  items shall, promptly after the receipt thereof, be delivered
                  to the Debt Coordinators; provided further that the Debt
                  Coordinators may extend the 60 day time periods specified in
                  this subsection (vi) by up to an additional 45 days if
                  requested by Group, and

                           (vii) at any time and from time to time, promptly
                  execute and deliver any and all further instruments and
                  documents (including, to the extent not previously delivered,
                  a supplement to this Amend ment, in form and substance
                  reasonably acceptable to the Debt Coordinators) and take all
                  such other action as the Debt Coordinators may deem reasonably
                  necessary or desirable in obtaining the full benefits of, or
                  in perfecting and preserving the Liens of, such guaranties,
                  mortgages, pledges, assignments, security agreement
                  supplements, intellectual property security agreement
                  supplements and security agreements.

                  (b) Certain Covenants Regarding Debt. (i) No Debt owing by any
         Foreign Credit Party to (or Contingent Obligations made in respect of
         the

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         obligations of any Foreign Credit Party by) another Foreign Credit
         Party shall be permitted, except Debt which is otherwise in compliance
         with Schedule III to the Facility Agreement, it being understood that
         (A) any Debt incurred under this clause (i) shall constitute Pledged
         Debt and (B) any promissory notes relating to such Debt under this
         clause (i) (which shall be prepared in certificated form if determined
         in the reasonable judgment of the Debt Coordinators to be necessary or
         advisable under applicable law to vest in the Collateral Trustee a
         valid and subsisting Lien on such Debt) shall be pledged as security
         for the Obligations of the holder thereof under the Loan Documents to
         which such holder is a party and delivered to the Collateral Trustee
         pursuant to the terms of the Collateral Documents, and

                           (ii) No Debt owing by any Excluded Foreign Subsidiary
                  to (or Contingent Obligations made in respect of the
                  obligations of any Excluded Foreign Subsidiary by) any Foreign
                  Credit Party, in an aggregate amount in excess of $10,000,000
                  at any time outstanding, shall be permitted, it being
                  understood that (A) any Debt incurred under this clause (ii)
                  shall constitute Pledged Debt and (B) any promissory notes
                  relating to such Debt under this clause (ii) (which shall be
                  prepared in certificated form if determined in the reasonable
                  judgment of the Debt Coordinators to be necessary or advisable
                  under applicable law to vest in the Collateral Trustee a
                  valid and subsisting Lien on such Debt) shall be pledged as
                  security for the Obligations of the holder thereof under the
                  Loan Documents to which such holder is a party and delivered
                  to the Collateral Trustee pursuant to the terms of the
                  Collateral Documents

                  (c) Covenant Regarding Merger and Consolidations. No Foreign
         Credit Party may merge into or consolidate with any other Foreign
         Credit Party, unless (A) the Person formed by such merger or
         consolidation shall be a Foreign Credit Party and (B) such merger or
         consolidation is otherwise in compliance with Schedule III to the
         Facility Agreement.

                  (d) Covenant Regarding Asset Sales. No sales, leases,
         transfers and other dispositions of assets from (A) any Foreign Credit
         Party to any Excluded Foreign Subsidiary shall be permitted, except
         where the aggregate fair market value of assets sold, leased,
         transferred or otherwise disposed of to Excluded Foreign Subsidiaries
         by Foreign Credit Parties shall not exceed $5,000,000 in the aggregate
         and (B) any Foreign Credit Party to another Foreign Credit Party shall
         be permitted, except for such sale, lease, transfer or

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         other disposition otherwise in compliance with Schedule III to the
         Facility Agreement.

                  (e) Covenant Regarding Investments. No Investments by (A)
         Foreign Credit Parties in Excluded Foreign Subsidiaries shall be
         permitted in an aggregate amount invested from October 6, 2000 under
         this clause (A) in excess of 5,000,000 and (B) Foreign Credit Parties
         in other Foreign Credit Parties shall be permitted, unless such
         investment is otherwise in compliance with Schedule III to the Facility
         Agreement.

                  (f) Covenant Regarding Restricted Payments. No Foreign Credit
         Party may declare and pay dividends to another Foreign Credit Party,
         unless it is reasonably determined by the Debt Coordinators that the
         rights and remedies of the Administrative Agent, the Debt Coordinators
         and the Collateral Trustee under the applicable Collateral Documents
         shall not be materially adversely affected thereby.

                  SECTION 3. Conditions of Effectiveness. This Amendment (i) is
subject to the provisions of Section 2.2(a) of the Intercreditor Agreement and
(ii) shall become effective as of the date first above written when, and only
when, (a) the Debt Coordinators shall have received counterparts of this
Amendment executed by Group, each other Loan Party and the Required Lenders or,
as to any of the Lender Parties, advice satisfactory to the Debt Coordinators
that such Lender Party has executed this Amendment, (b) the Debt Coordinators,
the Administrative Agent and the Collateral Trustee shall have received payment
of all accrued fees and expenses payable by the Loan Parties under Section
8.2(a) of the Facility Agreement (including, but not limited to, the accrued
fees and expenses and retainers of counsel and other advisers to the Debt
Coordinators, and the accrued fees and expenses and retainer of counsel to the
Collateral Trustee), in each case for which statements have been delivered on or
prior to the date hereof and (c) the Cash Management Order and the Interim DIP
Order have been approved by the Court.

                  SECTION 4. Acknowledgment. Each of the undersigned confirms
that the provisions of Section 2.1 of the Intercreditor Agreement are, and shall
continue to be, in full force and effect and are hereby ratified and confirmed
in all respects.

                  SECTION 5. Representations and Warranties of Loan Parties.
Each Loan Party represents and warrants as follows:


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                  (a) It is a corporation or other entity duly organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation or organization.

                  (b) The execution, delivery and performance by each Loan Party
         of this Amendment are within such Loan Party's corporate or other
         powers, have been duly authorized by all necessary corporate or other
         action, and do not (i) contravene such Loan Party's charter or bylaws
         or other constitutive documents, (ii) violate any law, rule, regulation
         (including, without limitation, Regulation X of the Board of Governors
         of the Federal Reserve System), order, writ, judgment, injunction,
         decree, determination or award, (iii) conflict with or result in the
         breach of, or constitute a default under, any contract, loan agreement,
         indenture, mortgage, deed of trust, lease or other instrument binding
         on or affecting any Loan Party, any of its Subsidiaries or any of their
         properties or (iv) except for the Liens created under the Loan
         Documents and the Covered Documents, result in or require the creation
         or imposition of any Lien upon or with respect to any of the properties
         of any Loan Party or any of its Subsidiaries.

                  (c) This Amendment has been duly executed and delivered by
         each of the Loan Parties. This Amendment and each of the Loan
         Documents, as amended hereby, are the legal, valid and binding
         obligation of each Loan Party, enforceable against such Loan Party in
         accordance with its terms, except as enforcement may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting creditors' rights generally and by general
         principles of equity (regardless of whether enforce ment is sought in
         equity or at law).

                  SECTION 6. Consent by Guarantors. Each of the undersigned Loan
Parties, as Guarantors under the Parent Guaranty or the Subsidiary Guaranty, as
applicable, hereby consents to the execution and delivery of this Amendment and
hereby confirms and agrees that (a) notwithstanding the effectiveness of this
Amendment, the Guaranty to which such Loan Party is a party is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of this Amendment,
each reference in such Guaranty to the "Intercreditor Agreement", "thereunder"
"thereof" or words of like import shall mean and be a reference to the
Intercreditor Agreement, as amended hereby and (b) the Collateral Documents to
which such Grantor is a party and all of the Collateral described therein do,
and shall continue to, secure the payment of all of the Secured Obligations (in
each case, as defined therein).

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                  SECTION 7. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, each reference in the
Intercreditor Agreement to "this Agreement", "hereunder", "hereof" or wads of
like import referring to the Intercreditor Agreement, and each reference in each
of the other Loan Documents to "the Intercreditor Agreement", "thereunder",
"thereof" or words of like import referring to the Intercreditor Agreement,
shall mean and be a reference to the Intercreditor Agreement, as amended by this
Amendment

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

                  (c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender Party, the Debt Coordinators, the
Administrative Agent or the Collateral Trustee under any of the Loan Documents
or Covered Documents, nor constitute a waiver of any provision of any of the
Loan Documents or Covered Documents.

                  SECTION 8. Execution in Counterparts. This Amendment 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 but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 9. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York Agreed as of
the date first above written:

THE WARNACO GROUP, INC.
WARNACO INC.
DESIGNER HOLDINGS LTD.
OUTLET STORES, INC.
OUTLET HOLDINGS, INC.
RIO SPORTSWEAR., INC.
AEI MANAGEMENT CORPORATION
JEANS WEAR HOLDINGS, INC.

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CALVIN KLEIN JEANS WEAR COMPANY
CKJ HOLDINGS, INC.
CKJ SOURCING, INC.
ABBEYVILLE MANUFACTURING COMPANY
KAI JAY MANUFACTURING COMPANY
BLANCHE INC.
184 BENTON STREET INC.
WARNACO INTERNATIONAL INC.
WARMANA LIMITED
WARNACO SOURCING INC.
WARNER'S DE COSTA RICA INC.
AUTHENTIC FITNESS CORPORATION
AUTHENTIC FITNESS PRODUCTS INC.
WARNACO US, INC.
WARNACO MEN S SPORTSWEAR INC.
C.F. HATHAWAY COMPANY
WARNACO VENTURES LTD.
VENTURES LTD.
A.B.S. CLOTHING COLLECTION, INC.
WARNACO INTERNATIONAL, L.L.C.
AUTHENTIC FITNESS RETAIL INC.
AUTHENTIC FITNESS ON-LINE INC.
CCC ACQUISITION CORP.
CCC ACQUISITION REALTY CORP.
UBERTECH PRODUCTS, INC.
WARNACO PUERTO RICO, INC.
WARNACO OF CANADA COMPANY


By:    /s/ Stanley P. Silverstein
       -----------------------------------
       Name:  Stanley Silverstein
       Title: Vice President and Secretary

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MYTRLE AVENUE INC.


By:    /s/ Carl J. Deddens
       --------------------------
       Name:  Carl Deddens
       Title: Assistant Treasurer


GREGORY STREET, INC.


By:    /s/ Carl J. Deddens
       --------------------------
       Name:  Carl Deddens
       Title: Treasurer


PENHALIGON'S BY REQUEST, INC.


By:    /s/ Joyce Peress
       --------------------------
       Name:  Joyce Peress
       Title: President and Secretary

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WARNACO (HK) LTD
PENHALIGON'S LIMITED
PENHALIGON'S PACIFIC LIMITED
AUTHENTIC FITNESS (HK) LTD
G.J.M. (H.K.) MANUFACTURING LIMITED
DESIGNER HOLDINGS OVERSEAS LIMITED
WARNER'S AIGLON S.A.
WARNACO FRANCE SARL
EURALIS S.A.S.
LEJABY S.A.S.
CALVIN KLEIN FRANCE S.N.C.
IZKA S.C.
PMJ S.A.
WARNACO HOLLAND B.V.
WARNACO NETHERLANDS B.V.
WARNACO B.V.
WARNACO OF CANADA COMPANY
AUTHENTIC FITNESS OF CANADA INC.
WARNACO LAC ONE GMBH
WARNACO LAC TWO GMBH
ER.ATEX-WARNACO LAC TWO GMBH & CO. KG
WARNER'S (UNITED KINGDOM) LIMITED
PENHALIGON'S AND JEAVONS INVESTMENT COMPANY LIMITED
MULMKION B.V.

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

LINDA VISTA DE TLAXCALA, S.A. DE C.V.
WAC INTERNATINAL DISTRIBUCION DE PUEBLA, S.A. DE C.V.
CENTRO DE CORTE TETLA, S.A. DE CV.
VISTA DE HUAMANTLA, S.A. DE C.V.
VISTA DE PUEBLA, S.A. DE C.V.
LINDA VISTA DE VERACRUZ, S.A. IDE CV.
OLGUJTA IDE MEXICO, S.A. DE C.V.
JUARMEX, S.A. DE C.V.
AUTHENTIC FITNESS DE MEXICO, S.A. DE C.V.
VISTA DE UCATAN, S.A. DE C.V.
WARNER'S DE MEXICO, S.A. DE C.V.

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

                                       15




<Page>




DONATEX-WARNACO S.A.
WARNER'S COMPANY (BELGIUM)


By:    /s/ Carl J. Deddens
       -------------------
       Name: Carl Deddens
       Title:


                                       16




<Page>



                                  SCHEDULE III

                  Debtor Credit Parties and Debtor Loan Parties

The Warnaco Group, Inc.
Warnaco Inc.
184 Benton Street Inc.
A.B.& Clothing Collection, Inc.
Abbevill Manufacturing Company
ARI 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.
Gregory Street, Inc.
Jeanswear Holdings, Inc.
Kai Jay Manufacturing Company
Myrtle Avenue, Inc.
Outlet Holdings, Inc.
Outlet Stores, Inc.
Penhaligon's By Request, Inc.
Rio Sportswear, Inc.
Ubertech Products, Inc.
Ventures Ltd.
Warmana Limited
Warnaco International, Inc.
Warnaco International, LLC
Warnaco Men's Sportswear Inc.
Warnaco of Canada Company
Warnaco Puerto Rico, Inc.
Warnaco Sourcing Inc.
Warnaco U.S., Inc.
Warnaco Ventures Ltd.
Warner's de Costa Rica Inc.

                                       17






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</DOCUMENT>
