0000950123-10-073554 Sample Contracts

Contract
Guaranty • August 6th, 2010 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • New York

Guaranty, dated as of August 26, 2008 (this “Guaranty”), by The Warnaco Group, Inc., a Delaware corporation (“Group”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 25 (Additional Guarantors) hereof (each a “Subsidiary Guarantor” and, together with Group, collectively, the “Guarantors” and individually a “Guarantor”), in favor of the Administrative Agent, the Collateral Agent, each Lender, each Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”).

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GENERAL SECURITY AGREEMENT
General Security Agreement • August 6th, 2010 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • Ontario
CREDIT AGREEMENT Dated as of August 26, 2008 among Warnaco Inc., as Borrower The Warnaco Group, Inc., as a Guarantor The Lenders and Issuers from Time to Time Party Hereto Bank of America, N.A., as Administrative Agent Bank of America, N.A., as...
Credit Agreement • August 6th, 2010 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • New York

Reference is made to the Credit Agreement, dated as of August _____, 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Warnaco Inc., as borrower (the “Borrower”), The Warnaco Group, Inc., the Lenders and Issuers party thereto, Bank of America, N.A., as administrative agent for the Revolving Credit Facility (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Lenders and the Issuers (together with the Administrative Agent, the “Facility Agents”), and the other Persons party thereto. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

SECURITIES PLEDGE AGREEMENT WARNACO OF CANADA COMPANY as Company and BANK OF AMERICA, N.A. as Collateral Agent August 26, 2008
Securities Pledge Agreement • August 6th, 2010 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • Ontario

Securities Pledge Agreement dated as of August 26, 2008 made by Warnaco of Canada Company (the “Company”) to and in favour of the Collateral Agent (as hereinafter defined).

Contract
Warnaco Group Inc /De/ • August 6th, 2010 • Women's, misses', children's & infants' undergarments • New York

Whereas, Warnaco of Canada Company, a Nova Scotia unlimited liability company (the “Borrower”), Group, the Lenders and Issuers party thereto from time to time, Bank of America, N.A. (“BofA”), as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Lenders and the Issuers (together with the Administrative Agent, the “Facility Agents”), Banc of America Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and joint book managers, and Deutsche Bank Securities Inc., as sole syndication agent, have entered into the Credit Agreement, dated as of August 26, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein but not defined herein are used with the meanings given to them in the Credit Agreement);

PLEDGE AND SECURITY AGREEMENT Dated as of August 26, 2008 among Warnaco Inc., as a Grantor and Each Other Grantor From Time to Time Party Hereto and Bank of America, N.A. as Collateral Agent Kaye Scholer LLP 425 Park Avenue New York, New York 10022
Pledge and Security Agreement • August 6th, 2010 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • New York

[The Company][Warnaco Inc.] has entered into a Credit Agreement, dated as of August 26, 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among [the Company][Warnaco Inc.], The Warnaco Group, Inc., the Lenders and Issuers party thereto, Bank of America, N.A., as Collateral Agent for the Lenders and Issuers (in such capacity, together with any successor in such capacity, the “Collateral Agent”) and Administrative Agent, and the other parties thereto.

GENERAL SECURITY AGREEMENT
Security Agreement • August 6th, 2010 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • Ontario
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