Common use of of the Intercreditor Agreement Clause in Contracts

of the Intercreditor Agreement. The Facility Agreement and each of the other Loan Documents, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver 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. On the day following the Waiver Termination Date, without any further action by any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth in the Loan Documents shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. 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 Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, 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 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). If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by (i) faxing your signature page to Xxxxxx Fine (tel. 000-000-0000; fax 000-000-0000) by no later than 12:00 noon (NY time) on Thursday, April 12 and (ii) executing and returning two counterparts of this Letter Waiver to Xxxxxx Fine, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenience. This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, THE WARNACO GROUP, INC. By /s/ Xxxxxxx Xxxxxxxxxxx ---------------------- Title: Vice President and Secretary Agreed as of the date first above written: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES, INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY XXXXXXX INC. 000 XXXXXX XXXXXX INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. X.X. XXXXXXXX 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. By: /s/ Xxxxxxx Xxxxxxxxxxx --------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Secretary MYTRLE AVENUE, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Assistant Treasurer XXXXXXX STREET, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Treasurer PENHALIGON'S BY REQUEST, INC. By:/s/ Xxxxxxx Xxxxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Attorney-in-Fact

of the Intercreditor Agreement. The Facility Agreement Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07 hereof; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the WestLB Sub-Account of the other Loan DocumentsCash Collateral Account for the purpose of paying interest on the Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (x) in the case of a Downgrade Advance, except an "APPLIED DOWNGRADE ADVANCE", (y) in the case of a WestLB Early Termination Advance, an "APPLIED WESTLB EARLY TERMINATION ADVANCE" and (z) in the case of a WestLB Expiration Advance, an "APPLIED WESTLB EXPIRATION ADVANCE" and, together with an Applied Downgrade Advance and Applied WestLB Early Termination Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the extent Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon and the obligation for repayment thereof. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the WestLB Sub-Account of the waiver specifically provided above, are and shall continue Cash Collateral Account pursuant to be Section 3.6(f) of the Intercreditor Agreement on account of a reduction (or deemed reduction) in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Partythe Required Amount with respect to such Sub-Account, the Debt Coordinators, Borrower shall repay to the Administrative Agent or the Collateral Trustee under any Liquidity Provider a portion of the Loan Documents or Covered DocumentsProvider Advances in a principal amount equal to such reduction, nor constitute a waiver of any provision of any of plus interest on the Loan Documents or Covered Documents. On the day following the Waiver Termination Date, without any further action by any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth principal amount prepaid as provided in the Loan Documents shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. 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 Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, 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 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). If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by (i) faxing your signature page to Xxxxxx Fine (tel. 000-000-0000; fax 000-000-0000) by no later than 12:00 noon (NY time) on Thursday, April 12 and (ii) executing and returning two counterparts of this Letter Waiver to Xxxxxx Fine, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenience. This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, THE WARNACO GROUP, INC. By /s/ Xxxxxxx Xxxxxxxxxxx ---------------------- Title: Vice President and Secretary Agreed as of the date first above written: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES, INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY XXXXXXX INC. 000 XXXXXX XXXXXX INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. X.X. XXXXXXXX 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. By: /s/ Xxxxxxx Xxxxxxxxxxx --------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Secretary MYTRLE AVENUE, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Assistant Treasurer XXXXXXX STREET, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Treasurer PENHALIGON'S BY REQUEST, INC. By:/s/ Xxxxxxx Xxxxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Attorney-in-FactSection 3.07 hereof.

of the Intercreditor Agreement. The Facility Agreement After the occurrence of and during the continuation of a Secured Debt Default, each Payee that is a Grantor irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Payee such proofs of claim and take such other action, in the Collateral Agent’s own names or in the name of such Payee or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of this Promissory Note. After the occurrence of and during the continuation of a Secured Debt Default, each Payee that is a Grantor also agrees to execute, verify, deliver and file any such proofs of claim in respect of the other Loan Documents, except to Payor Indebtedness requested by the extent Collateral Agent. After the occurrence of and during the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness continuation of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender PartySecured Debt Default, the Debt CoordinatorsCollateral Agent may vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), the Administrative Agent receive and collect any and all dividends or the Collateral Trustee under any of the Loan Documents other payments or Covered Documents, nor constitute a waiver of any provision of any of the Loan Documents or Covered Documents. On the day following the Waiver Termination Date, without any further action by any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth disbursements made on Payor Indebtedness in the Loan Documents shall have whatever form the same force may be paid or issued and effect as if this Letter Waiver had not been entered into by apply the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. 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 Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, 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 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 same on account of the Secured Obligations (in each caseaccordance with the Intercreditor Agreement. Upon the occurrence and during the continuation of any Secured Debt Default, as defined therein). If you agree should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee that is a Grantor upon or with respect to Payor Indebtedness owing to such Payee prior to the terms satisfaction of the conditions set forth in Section 4.1(a)(1) of the Intercreditor Agreement, such Payee that is a Grantor shall receive and provisions hold the same for the benefit of this Letter Waiverthe Secured Parties, please evidence and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such agreement by Payee where necessary or advisable in the Collateral Agent’s judgment), for application to the Secured Obligations in accordance with the Intercreditor Agreement and, until so delivered, the same shall be segregated from the other assets of such Payee for the benefit of the Secured Parties. Upon the occurrence and during the continuance of a Secured Debt Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of its officers, employees or representatives are hereby irrevocably authorized to make the same. Each Payee that is a Grantor agrees that until the satisfaction of the conditions set forth in Section 4.1(a)(1) of the Intercreditor Agreement, without the prior written consent of the Collateral Agent, such Payee will not (i) faxing your assign or transfer, or agree to assign or transfer, to any Person (other than in favor of the Collateral Agent for the benefit of the Secured Parties) any claim such Payee has or may have against any Payor, (ii) upon the occurrence and during the continuance of a Secured Debt Default, discount or extend the time for payment of any Payor Indebtedness, or (iii) otherwise amend, modify, supplement, waive or fails to enforce any provision of this Promissory Note in contravention of the terms hereof. The Secured Parties shall be third party beneficiaries hereof and shall be entitled, by and through Collateral Agent, to enforce the subordination and other provisions hereof. Notwithstanding anything to the contrary contained herein, in any other Secured Debt Document or in any such promissory note or other instrument, until the satisfaction of the conditions set forth in Section 4.1(a)(i) of the Intercreditor Agreement, this Promissory Note shall not be deemed replaced, superseded or in any way modified by any promissory note or other instrument entered into on or after the date hereof which purports to create or evidence any loan or advance by any Group Member to any other Group Member. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. From time to time after the date hereof, additional Subsidiaries of the Group Members may become parties hereto by executing a counterpart signature page to Xxxxxx Fine this Promissory Note (teleach additional Subsidiary, an “Additional Payor”). 000-000-0000; fax 000-000-0000) Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by no later than 12:00 noon (NY time) on Thursdaythe other Payors, April 12 each Additional Payor shall be a Payor and (ii) executing and returning two counterparts shall be as fully a party hereto as if such Additional Payor were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of this Letter Waiver to Xxxxxx Fine, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenienceany other Payor hereunder. This Letter Waiver Promissory Note shall be fully effective as to any Payor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor hereunder. This Promissory Note may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, THE WARNACO GROUP, INC. By /s/ Xxxxxxx Xxxxxxxxxxx ---------------------- Title: Vice President and Secretary Agreed as of the date first above written: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES, INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY XXXXXXX INC. 000 XXXXXX XXXXXX INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. X.X. XXXXXXXX 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. By: /s/ Xxxxxxx Xxxxxxxxxxx --------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Secretary MYTRLE AVENUE, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Assistant Treasurer XXXXXXX STREET, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Treasurer PENHALIGON'S BY REQUEST, INC. By:/s/ Xxxxxxx Xxxxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Attorney-in-Fact.

of the Intercreditor Agreement. The Facility Agreement and each of the other Loan Documents, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are undersigned hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver 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. On the day following the Waiver Termination Date, without any further action by any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth in the Loan Documents shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. 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 Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, the Guaranty to which such Loan Party it is a party is, and shall continue to be, in full force and effect the Intercreditor Agreement and is hereby ratified and confirmed in all respects 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). If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by (i) faxing your signature page to Xxxxxx Fine (tel. 000-000-0000; fax 000-000-0000) by no later than 12:00 noon (NY time) on Thursday, April 12 and (ii) executing and returning two counterparts of this Letter Waiver to Xxxxxx Fine, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenience. This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed therefore bound by, and construed in accordance withsubject to, the laws terms of the State Intercreditor Agreement, and that it is a "Secured Creditor" under, and as defined, therein. The undersigned certifies that on or about the date hereof it is the holder of New York. the following Secured Obligations: [describe Secured Obligations] The address and facsimile number for notices to the undersigned pursuant to the Intercreditor Agreement is as follows: [set forth address and facsimile number for notices] Very truly yours, THE WARNACO GROUP, INC. [CREDITOR] By /s/ Xxxxxxx Xxxxxxxxxxx ---------------------- ------------------------------- Name: Title: Vice President EXHIBIT III FORM OF JOINDER AGREEMENT (ADDITIONAL CREDIT PARTY) Reference is made to that certain Amended and Secretary Agreed Restated Intercreditor and Collateral Agency Agreement (the "Intercreditor Agreement"), dated as of May 20, 2005, by and among the date first above writtenSecured Creditors, Northwest Pipe Company and certain of its affiliates identified therein as "Credit Parties" and you as Collateral Agent. All capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Intercreditor Agreement. This agreement is a Joinder Agreement (Additional Credit Party) referred to in Section 8.2 of the Intercreditor Agreement. The undersigned hereby agrees that it is a party to the Intercreditor Agreement and is therefore bound by, and subject to, the terms of the Intercreditor Agreement, and that it is a "Credit Party" under, and as defined, therein. The address and facsimile number for notices to the undersigned pursuant to the Intercreditor Agreement is as follows: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES[set forth address and facsimile number for notices] Very truly yours, INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY XXXXXXX INC. 000 XXXXXX XXXXXX INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. X.X. XXXXXXXX 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. By: /s/ Xxxxxxx Xxxxxxxxxxx --------------------------- [ADDITIONAL GUARANTOR] By ------------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Secretary MYTRLE AVENUEEXHIBIT IV Notice Information for Noteholders ALLSTATE LIFE INSURANCE COMPANY Private Placements Division 3000 Xxxxxxx Xxxx, INC. By:/s/ Xxxx Suite G5D Northbrook, Illinois 60062-7127 Attention: Dxxxx X. Xxxxxxx ---------------------------- NamePhone: Xxxx (000) 000-0000 Fax: (000) 000-0000 With a copy to: Allstate Life Insurance Company Private Placements Division 3000 Xxxxxxx TitleXxxx, Suite G5D Northbrook, Illinois 60062-7127 Attention: Assistant Treasurer XXXXXXX STREET, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- NameMxxxxxx X. Xxxxxx Phone: Xxxx Xxxxxxx Title(000) 000-0000 Fax: Treasurer PENHALIGON'S BY REQUEST, INC. By:/s/ Xxxxxxx Xxxxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Attorney(000) 000-in-Fact0000

of the Intercreditor Agreement. The Facility Agreement and each of the other Loan Documents, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver 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. On the day following the Waiver Termination Date, without any further action by any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth in the Loan Documents shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. 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 Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, 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 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). If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by (i) faxing your signature page to Xxxxxx Fine (tel. 000-000-0000; fax 000-000-0000) by no later than BY NO LATER THAN 12:00 noon NOON (NY timeTIME) on ThursdayON THURSDAY, April 12 MARCH 29 and (ii) executing and returning two counterparts of this Letter Waiver to Xxxxxx Fine, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenience. This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, THE WARNACO GROUP, INC. By /s/ Xxxxxxx X. Xxxxxxxxxxx ---------------------- ----------------------------- Title: Vice President and Secretary Agreed as of the date first above written: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES, INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY XXXXXXX INC. 000 XXXXXX XXXXXX INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. X.X. XXXXXXXX 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. By: /s/ Xxxxxxx X. Xxxxxxxxxxx --------------------------- ----------------------------------- Name: Xxxxxxx X. Xxxxxxxxxxx Title: Vice President and Secretary MYTRLE AVENUE, INC. By:/s/ By: /s/ Xxxx Xxxxxxx ---------------------------- ----------------------------------- Name: Xxxx Xxxxxxx Title: Assistant Treasurer XXXXXXX STREET, INC. By:/s/ By: /s/ Xxxx Xxxxxxx ---------------------------- ----------------------------------- Name: Xxxx Xxxxxxx Title: Treasurer PENHALIGON'S BY REQUEST, INC. By:/s/ By: /s/ Xxxxxxx X. Xxxxxxxxxxx ---------------------------- ----------------------------------- Name: Xxxxxxx X. Xxxxxxxxxxx Title: Attorney-in-Fact

of the Intercreditor Agreement. The Facility Agreement and Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the Class C-1 Cash Collateral Account for the purpose of paying interest on the Class C-1 Certificates in accordance with Section 3.6(f) of the other Loan DocumentsIntercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, except an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the extent Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class C-1 Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the waiver specifically Provider Advances in a principal amount equal to such reduction, plus interest on the principal amount prepaid as provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver 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. On the day following the Waiver Termination Date, without any further action by any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth in the Loan Documents shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. 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 Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, 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 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). If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by (i) faxing your signature page to Xxxxxx Fine (tel. 000-000-0000; fax 000-000-0000) by no later than 12:00 noon (NY time) on Thursday, April 12 and (ii) executing and returning two counterparts of this Letter Waiver to Xxxxxx Fine, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenience. This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, THE WARNACO GROUP, INC. By /s/ Xxxxxxx Xxxxxxxxxxx ---------------------- Title: Vice President and Secretary Agreed as of the date first above written: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES, INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY XXXXXXX INC. 000 XXXXXX XXXXXX INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. X.X. XXXXXXXX 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. By: /s/ Xxxxxxx Xxxxxxxxxxx --------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Secretary MYTRLE AVENUE, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Assistant Treasurer XXXXXXX STREET, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Treasurer PENHALIGON'S BY REQUEST, INC. By:/s/ Xxxxxxx Xxxxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Attorney-in-FactSection 3.07 hereof.