License Agreement

PORTIONS OF THIS EXHIBIT MARKED BY *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SOFTWARE LICENSE AGREEMENT ("Agreement")

Execution Copy

This Agreement is made effective as of the 1st day of December, 2004, by and between SAP America, Inc., a Delaware corporation, with offices at 3999 West Chester Pike, Newtown Square, PA 19073 ("SAP"), and Warnaco Inc., a Delaware corporation, with offices at 501 Seventh Avenue, New York, New York 10018 (" Licensee ").

1. DEFINITIONS .

1.1 "Business Partner " means an entity that requires access to the Software in connection with the operation of Licensee's business, such as customers, distributors and suppliers.

1.2 " Documentation " means SAP's documentation which is delivered to Licensee under this Agreement.

1.3. " License Fees " means fees for the Use of the Software specified on the Appendices hereto.

1.4. " Maintenance Fees " means amounts applicable for Maintenance services as specified on the Appendices hereto.

1.5. " Modification " means a change to the Software that changes the delivered source code, or an enhancement to the Software that is made using SAP tools or utilizing or incorporating SAP Proprietary Information.

1.6. " Named Users " means any combination of users licensed under this Agreement.

1.7. " Proprietary Information " means: (i) with respect to SAP and SAP AG (the licensor of the SAP Proprietary Information to SAP), the Software and Documentation, any other third-party software licensed with or as part of the Software, benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, and functional specifications created or otherwise owned by SAP or SAP AG; (ii) the concepts, techniques, ideas and know-how embodied and expressed in the Software; (iii) information reasonably identifiable as the confidential and proprietary information of SAP or Licensee or their licensors excluding any part of the SAP or Licensee Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party; or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; or (c) is independently developed by the other party without reference to such confidential or proprietary information.

1.8. " Services " means the Services to be provided by SAP pursuant to the Professional Services Schedule hereto.

1.9. " Software " means (i) all software specified in agreed upon Appendices hereto, developed by or for SAP and/or SAP AG and delivered to Licensee hereunder; (ii) any new releases thereof made generally available pursuant to Maintenance; and (iii) any complete or partial copies of any of the foregoing.

1.10. " Subsidiary " means a corporation in the Territory of which Licensee owns more than fifty percent of the voting securities. This entity will be considered a Subsidiary for only such time as such equity interest is maintained.

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1.11. " Territory " means the United States of America and all the countries of the world, except for the following to the extent that such areas are prohibited under current United States export control law applicable to the Software: Angola (area controlled by UNITA rebels, Bosnia (Bosnia-Serb controlled areas), Croatia, Cuba, Iran, Libya, Montenegro, North Korea, Serbia, and Syria, and any other country or geographical area prohibited under United States export control law or regulations applicable to the Software. This list of prohibited countries and geographical areas is deemed to be automatically amended to reflect the current list of counties to which the export of the Software is prohibited under United States export control laws or regulations. All other countries (and successors thereto) shall be deemed to be included in the term "Territory". No additional license fees or consent fees shall occur as a result of adding countries to the Territory provided Licensee is not adding Named Users above the number of Named Users set forth in the Appendices as a result of adding countries to the Territory.

1.12 " Use " means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities.

2. LICENSE GRANT .

2.1 License .

(a) SAP grants to Licensee a non-exclusive, perpetual (unless terminated in accordance with Section 5 herein) license to Use the Software, Documentation, and other SAP Proprietary Information, at specified site(s) within the Territory to run Licensee's internal business operations and to provide internal training and testing for such internal business operations and as further set forth in Appendices hereto. This license does not permit Licensee to use the SAP Proprietary Information to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training). ***

(b) Licensee agrees to install the Software only on hardware identified by Licensee pursuant to this Agreement that has been previously approved by SAP in writing or otherwise officially made known to the public by SAP as appropriate for Use or interoperation with the Software (each such piece of hardware, a "Designated Unit"). Any individuals that Use the Software, including employees or agents of Subsidiaries and Business Partners, must be licensed as Named Users. ***

2.2 Subsidiary Use . Subsidiaries may Use the Software provided that: ***

3. VERIFICATION . During the term of this Agreement, SAP will provide an automated audit disk for Licensee's annual use (no more frequently than one time per year for an audit (unless a previous audit has revealed Licensee's noncompliance with this Agreement) to determine the number of Named Users or other relevant metric of the Software and Licensee agrees to generate such report from the disk one time per year and provide such report to SAP. In the event, based on the report, that SAP has reasonable cause to believe that Licensee has exceed its License Grant or otherwise accessed the Software in a manner other than as licensed herein, then SAP will notify Licensee of such, and in the event Licensee should object to such findings, SAP shall have the right, at its own expense, during the term of this Agreement, to conduct an onsite audit of Licensee in order to examine the records of Licensee, during normal business hours and upon reasonable notice, to determine or verify the audit results and findings with regards to the number of Named Users or other relevant metric under Licensee's Use of the Software. In the event the on-site audit reveals that Licensee underpaid License and/or Maintenance Fees to SAP, Licensee shall pay such underpaid fees based on: (i) any valid option pricing available in any Appendix to the Agreement, or; (ii) if no such valid option exists, a mutually agreeable price based upon SAP's then current list pricing, provided that such mutually agreed upon pricing is determined within a thirty (30) day period following the results of the audit, or (iii) Licensee may unilaterally choose to cease Use of the Software that exceeds licensed metrics.

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4. PRICE AND PAYMENT .

4.1. License Fees . Licensee shall pay to SAP License Fees and Maintenance Fees on the terms in Appendices hereto. Fees for Services will be paid as set forth in the Professional Services Schedule hereto. Any fees not paid when due shall accrue interest at the rate of 12% per annum, but not to exceed the maximum amount as allowed by law.

4.2 Taxes . Fees and other charges described in this Agreement, or in SAP's most recent list of prices and conditions, do not include federal, state or local sales, foreign withholding, use, property, excise, service, or similar taxes ("Tax(es)") now or hereafter levied, all of which shall be for Licensee's account, except for Taxes based on SAP's income. With respect to state/local sales tax, direct pay permits or a valid tax-exempt certificates must be provided to SAP prior to the execution of this Agreement. If SAP is required to pay Taxes, Licensee shall reimburse SAP for such amounts. Licensee hereby agrees to indemnify SAP for any Taxes and related costs, interest and penalties paid or payable by SAP. SAP shall use commercially reasonable efforts to avoid such related costs, interest and penalties paid or payable by SAP.

5. TERM .

5.1 Term . This Agreement and the license granted hereunder shall become effective as of the date first set forth above and shall continue in effect thereafter unless terminated upon the earliest to occur of the following: (i) thirty days after Licensee gives SAP written notice of Licensee's desire to terminate this Agreement, for any reason, but only after payment of all License and Maintenance Fees then due and owing; (ii) thirty days after SAP gives Licensee notice of Licensee's material breach of any provision of the Agreement (other than Licensee's material breach of its obligations under , Section 6, which breach shall result in immediate termination), including more than thirty days delinquency in Licensee's payment of any money due hereunder, unless Licensee has cured such breach during such thirty day period; (iii) immediately if Licensee files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.

5.2 End of Term Duties . Upon any termination hereunder, Licensee and its Subsidiaries shall immediately cease Use of all SAP Proprietary Information. Within thirty (30) days after any termination, Licensee shall deliver to SAP or destroy all copies of the SAP Proprietary Information in every form. Licensee agrees to certify in writing to SAP that it and each of its Subsidiaries has performed the foregoing. Sections 6, 7.2, 8, 9, 11.4, 11.5 and 11.6 shall survive such termination. Subject to Sections 9.1 and 8.1(d) in the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee.

6. PROPRIETARY RIGHTS .

6.1. Protection of Proprietary Information Licensee shall not copy, translate, disassemble, or decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software. Except for the rights set forth below, Licensee is not permitted to make derivative works of the Software and ownership of any unauthorized derivative works shall vest in SAP. SAP and Licensee agree to take all reasonable steps and the same protective precautions to protect the Proprietary Information of the other party from disclosure to third parties as with its own proprietary and confidential information. Neither party shall, without the other party's prior written consent, disclose any of the Proprietary Information of the other party to any person, except to individuals whose access is necessary to enable such party to exercise its rights hereunder. Each party agrees that prior to disclosing any Proprietary Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 6 with respect to the Proprietary Information.

6.2 Modifications . Licensee may make Modifications to the Software, and shall be permitted to use Modifications with the Software in accordance with this Agreement. Licensee shall comply with SAP's registration procedure prior to making changes to the source code. All Modifications and all rights associated therewith shall be the exclusive property of SAP and SAP AG. Licensee agrees to execute those documents reasonably necessary to secure SAP's rights in the foregoing. SAP retains the right to

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independently develop enhancements to the Software and Licensee agrees not to take any action that would limit SAP's sale, assignment, licensing or use of its own Software or Modifications or enhancements thereto.

7. PERFORMANCE WARRANTY .

7.1 Warranty . SAP warrants that the Software will substantially conform to the functional specifications contained in the Documentation for twelve (12) months following delivery. The warranty shall not apply: (i) if the Software is not used substantially in accordance with the Documentation; or (ii) if the defect is caused by a Modification, by third-party software not imbedded in the Software, or by a third party database. SAP does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect the Software performance, or that the applications contained in the Software are designed to meet all of Licensee's business requirements.

7.2 Express Disclaimer . SAP AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.

8. INDEMNIFICATION

8.1 Indemnification of Licensee . SAP shall indemnify and defend Licensee, its Subsidiaries and their respective officers, directors and employees (collectively, the " Indemnified Parties ") against all claims, damages (awarded to a third party), liabilities, and costs, including reasonable attorneys' fees, arising out of any claim brought against any Indemnified Party by third parties alleging that the Indemnified Party's Use of the Software or Documentation infringes or misappropriates any copyright; or trade secret rights, or any United States patent provided that: such indemnity shall not apply to the extent the alleged infringement results from Use of the Software in conjunction with any other software not provided by SAP hereunder, an apparatus other than a Designated Unit, or unlicensed activities. Licensee will promptly notify SAP in writing of any such claim (provided that any failure of Licensee to give such prompt notice shall not excuse SAP if the delay did not materially affect SAP's defense of such claim) and SAP is permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on Licensee or fault specifically attributed to Licensee. Licensee shall cooperate fully in the defense of such claim at SAP's expense and may appear, at its own expense, through counsel reasonably acceptable to SAP. SAP may settle any claim on a basis requiring SAP to substitute for the Software and Documentation alternative substantially equivalent (including with respect to functionality and efficiency) non-infringing programs and supporting documentation. In the event that any preliminary injunction, temporary restraining order or final injunction shall be obtained in the Territory, SAP shall, at its sole option and expense, either:

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Licensee shall not undertake any action in response to any infringement or alleged infringement of the Software and Documentation.

THE PROVISIONS OF THIS SECTION 8 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF SAP AND ITS LICENSORS TO LICENSEE, AND IS LICENSEE'S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

9. LIMITATIONS OF LIABILITY .

9.1 Licensee's Remedies . Except for damages resulting from unauthorized use or disclosure of proprietary information, claims for indemnification pursuant to Section 8.1, and claims for gross negligence or willful misconduct, Licensee's sole and exclusive remedies for any damages or loss in any way connected with the Software or Services furnished by SAP and its licensors, whether due to SAP's negligence or breach of any other duty, shall be to use commercially reasonable efforts: (i) to

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bring the performance of the Software into substantial compliance with the functional specifications contained in the Documentation; (ii) re-performance of Services; or (iii) ***.

9.2 Not Responsible . SAP will not be responsible under this Agreement unless otherwise agreed to in writing by the parties to the extent that the Software (i) is not used in accordance with the Documentation; or (ii) is caused by Licensee, a Modification, third-party software not imbedded in the Software, or third party database. SAP AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE SOFTWARE AND/OR THIRD-PARTY SOFTWARE LICENSED HEREUNDER.

9.3 Limitation of Liability . ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF PROPRIETARY INFORMATION AND CLAIMS FOR INDEMNIFICATION PURSUANT TO SECTION 8.1, UNDER NO CIRCUMSTANCES SHALL SAP, ITS LICENSORS OR LICENSEE BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES *** PURSUANT TO THIS AGREEMENT , OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES. ***

9.4 Severability of Actions . IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.

10. ASSIGNMENT . Licensee may not, without SAP's prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the SAP Proprietary Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. SAP may assign this Agreement to SAP AG. ***

11. GENERAL PROVISIONS .

11.1 Severability . It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

11.2 No Waiver . If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.

11.3 Counterparts . This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.

11.4 Export Control Notice . The Software, Documentation and Proprietary Information are being released or transferred to Licensee in the United States and are therefore subject to the U.S. export control laws. Licensee acknowledges its obligation to ensure that its exports from the United States are in compliance with the U.S. export control laws. Licensee shall also be responsible for complying with all applicable governmental regulations of any foreign countries with respect to the use of the Proprietary Information by its Subsidiaries outside of the United States. Licensee agrees that it will not submit the Software to any government agency for licensing consideration or other regulatory approval without the prior written consent of SAP.

11.5 Confidential Terms and Conditions . Licensee shall not disclose the terms and conditions of this Agreement or the pricing contained therein to any third party, except that it may (i) disclose such information to its legal and financial advisors solely on a need to know basis and only if such legal

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and financial advisors have acknowledged the confidentiality terms and conditions set forth in this Agreement; and (ii) disclose such information as required or requested by any government entity, including any regulatory authority, having jurisdiction over Licensee. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that (i) Licensee agrees that SAP may use Licensee's name in customer listings or as part of SAP's marketing efforts, subject to Licensee's prior written approval to be given or withheld in Licensee's sole discretion and (ii) SAP agrees that Licensee may use SAP's name in connection with a press release to be issued by Licensee promptly following the execution of this Agreement, provided that SAP pre-approves such press release, such approval not to be unreasonably withheld or delayed.

11.6 Governing Law . This Agreement shall be governed by and construed under the Commonwealth of Pennsylvania law without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, United States of America law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement. The Uniform Computer Information Transactions Act as enacted shall not apply.

11.7 Notices . All notices or reports which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered to the respective executive offices of SAP and Licensee at the addresses first set forth above.

11.8 Force Majeure . Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

11.9 Entire Agreement . This Agreement and each Schedule and Appendix hereto constitute the complete and exclusive statement of the agreement between SAP and Licensee, and all previous representations, discussions, and writings are merged in, and superseded by, this Agreement. This Agreement may be modified only by a writing signed by both parties. This Agreement and each Schedule and Appendix hereto shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to SAP.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly executed this Agreement to become effective as of the date first above written.

11.10 Escrow Of Source Code .

1. SAP warrants that the source code for those portions of the Software, not otherwise delivered as source code,, has been or shall be deposited in an escrow account maintained at DSI Technology Escrow Services, Inc. Burlington, MA (the "Escrow Agent"), pursuant to an agreement between the Escrow Agent and SAP, (the "Escrow Agreement").

2. SAP will from time to time deposit into the escrow account copies of source code for Releases and Versions of the Software.

3. SAP or SAP's trustee in bankruptcy shall authorize the Escrow Agent to make and release a copy of the applicable deposited materials to Licensee upon the occurrence of any of the following events:

(a) The existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: entry of an order for relief under Title 11 of the United States Code; the making by SAP of a general assignment for the benefit of creditors; the appointment of a general receiver or trustee in bankruptcy of SAP's business or property; or action by SAP under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation; unless within the specified thirty (30) day period, SAP (including its receiver or trustee in bankruptcy) provides to Licensee adequate assurances, reasonably acceptable to Licensee, of its continuing ability and willingness to fulfill its maintenance obligations under this Agreement;

(b) SAP has ceased its on-going business operations or that portion of its business operations relating to the sale, licensing and maintenance of the Software; or

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(c) Failure of SAP to carry out the material maintenance obligations imposed on it pursuant to this Agreement after reasonable opportunity has been provided to SAP and SAP AG to perform such obligations.

4. In no event shall Licensee have the right to access the applicable deposited materials if SAP AG agrees to assume SAP's maintenance obligations under this Agreement.

5. In the event of release under this Agreement, Licensee agrees that it will treat and preserve the deposited materials as a trade secret of SAP AG in accordance with the same precautions adopted by Licensee to safeguard its own trade secrets against unauthorized use and disclosure and in all cases at least with a reasonable degree of care. Release under this provision shall not extend Licensee any greater rights or lesser obligations than are otherwise provided or imposed under this Agreement. This provision shall survive any termination of this Agreement.

SAP America, Inc. (SAP) Warnaco Inc. (Licensee) By: /s/ Joseph P. La Rosa By: /s/ Jay A. Galluzzo Title: Vice President Title: Vice President, General Counsel and Secretary Date: 12/1/04 Date: 12/1/04 7

EXHIBIT A to SAP AMERICA, INC. ("SAP") SOFTWARE LICENSE AGREEMENT effective December 1, 2004 ("Agreement") with WARNACO INC. ("Licensee")

SUBSIDIARY USE AGREEMENT

This Subsidiary Use Agreement is made effective as of the day of , 200 between SAP , Inc., a Delaware Corporation, with offices at 3999 West Chester Pike, Newtown Square, PA 19073 ("SAP") and a corporation, with offices at ("Subsidiary").

1. Subsidiary is entitled to have Named Users Use the Software on the Designated Unit(s) identified in the SAP , Inc./ Software End-User License Agreement ("Agreement"). 2. Subsidiary agrees to be abide by and be bound by all of the terms and conditions of the Agreement applicable to Subsidiary and applicable to Licensee. SAP may directly enforce all such terms and conditions against it directly. 3. Subsidiary agrees that it's right to Use SAP Software and receive Maintenance services shall be governed solely by the Agreement. In the event that the Agreement is terminated, this Subsidiary Use Agreement is terminated or if Subsidiary ceases to meet the definition of "Subsidiary" therein, Subsidiary agrees that all of its rights to the Software will cease effective as of the termination date. IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly executed this Subsidiary Use Agreement.

SAP America, Inc. (SAP) (Subsidiary) By: By: Title: Title: Date: Date: 8

MAINTENANCE SCHEDULE ("Schedule") to SAP AMERICA, INC. ("SAP") SOFTWARE LICENSE AGREEMENT effective December 1, 2004 ("Agreement") with WARNACO INC. ("Licensee")

This Schedule is hereby annexed to and made a part of the Agreement specified above. In each instance in which provisions of this Schedule contradict or are inconsistent with the provisions of the Agreement, the provisions of this Schedule shall prevail and govern.

1. Licensee may request and SAP shall provide, to such degree as SAP makes such services generally available in the Territory, maintenance service ("Maintenance"). In order to receive Maintenance, Licensee must make all required remote support and update connections to each Designated Unit as requested by SAP. Maintenance currently includes the delivery of new releases of the Software and Software correction packages, support via telephone, remote support/update, Early Watch Alert, and SAP's support portal, as well as the following: 2. mySAP Services: Maintenance currently includes Licensee's choice of one of the following services per live installation per year: A. One GoingLive Check for any new Software or other SAP application implementation; B. One GoingLive Upgrade Check for an upgrade to a higher functional release (e.g. from R/3 4.0 to 4.6); or C. One GoingLive OS/DB Migration Check. This OS/DB Migration Check assists the Licensee in preparing for a migration of an operating system or database. Migration ...