0000950172-00-001712 Sample Contracts

LETTER WAIVER RECEIVABLES SECURITIZATION
Warnaco Group Inc /De/ • October 5th, 2000 • Women's, misses', children's & infants' undergarments

We refer to (i) the Receivables Purchase Agreement dated as of September 30, 1998 (as amended or otherwise modified, the "Receivables Purchase Agreement"), among Warnaco Operations Corporation, as Seller, Gregory Street, Inc., as Servicer, Liberty Street Funding Corp. and Corporate Asset Funding Company, Inc. as the Investors, The Bank of Nova Scotia, as Agent (in such capacity, the "RPA Agent"), and Citicorp North America, Inc., as the Co-Agent; and (ii) the Parallel Purchase Commitment dated as of September 30, 1998 (as amended or otherwise modified, the "Parallel Purchase Commitment"), among Warnaco Operations Corporation, as the Seller, the Banks from time to time party thereto, Gregory Street, Inc., as the Initial Servicer and The Bank of Nova Scotia, as the Agent (in such capacity, the "PPC Agent"). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Receivables Purchase Agreement.

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CONSENT AND WAIVER
Warnaco Group Inc /De/ • October 5th, 2000 • Women's, misses', children's & infants' undergarments

This Consent and Waiver, made as of September 29, 2000, is delivered in connection with that certain Amended and Restated Credit Agreement dated as of September 24, 1996 between Warnaco of Canada Company, a corporation amalgamated and existing under the laws of Nova Scotia (the "BORROWER") and The Bank of Nova Scotia, one of the chartered banks of Canada (the "LENDER"), as amended prior to the date hereof (the "CREDIT AGREEMENT"). Unless otherwise defined herein or the context otherwise requires, capitalized terms for which meanings are provided in the Credit Agreement are used herein with such meanings.

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