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
1
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.
2
"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, Xxxxxxx Xxxxx Xxxxxx Inc., The Bank of Nova
Scotia and XX Xxxxxx 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.
3
"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
4
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.
5
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,
6
(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,
7
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
8
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
9
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:
10
(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).
11
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.
12
XXXXXX XXXXX JEANS WEAR COMPANY
CKJ HOLDINGS, INC.
CKJ SOURCING, INC.
ABBEYVILLE 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 US, 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.
WARNACO OF CANADA COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Vice President and Secretary
00
XXXXXX XXXXXX INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Treasurer
XXXXXXX STREET, INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx
Title: Treasurer
PENHALIGON'S BY REQUEST, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------
Name: Xxxxx Xxxxxx
Title: President and Secretary
14
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.
XXXXXX XXXXX 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/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
XXXXX 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.
XXXXX 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 X.X.
XXXXXX'X DE MEXICO, S.A. DE C.V.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title:
15
DONATEX-WARNACO X.X.
XXXXXX'X COMPANY (BELGIUM)
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx Xxxxxxx
Title:
16
SCHEDULE III
Debtor Credit Parties and Debtor Loan Parties
The Warnaco Group, Inc.
Warnaco Inc.
000 Xxxxxx Xxxxxx 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.
Xxxxxxx Inc.
CCC Acquisition Corp.
CCC Acquisition Realty Corp.
X.X. Xxxxxxxx Company
Xxxxxx Xxxxx Jeanswear Company
CKJ Holdings, Inc.
CKJ Sourcing, Inc.
Designer Holdings Ltd.
Xxxxxxx 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
