GUARANTEE

GUARANTEE

          This GUARANTEE (this “ Guarantee ”), dated as of the 26th day of August, 2008, is between 4278941 CANADA INC. , a corporation formed under the laws of Canada (together with its successors and permitted assigns, the “ Guarantor ”), and BANK OF AMERICA, N.A. , a national banking association organized under the federal laws of the United States of America, having a place of business at 335 Madison Avenue, New York, New York 10017 acting on its own behalf as lender (acting through its Canada branch) and as collateral agent, for itself and on behalf of the Secured Parties (as such term is defined in the Credit Agreement, hereinafter defined) (the “ Collateral Agent ”).

W I T N E S S E T H:

          WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof among, inter alia , Warnaco of Canada Company, as borrower (together with its successors and permitted assigns, the “ Borrower ”), the financial institutions, together with their respective successors and assigns, listed on the signature pages thereof from time to time, as Lenders, and the Collateral Agent, as the same may be amended, supplemented, revised, restated or replaced from time to time, the Lenders have agreed to make Loans available to and for the benefit of the Borrower;

          WHEREAS, Borrower owns 100% of the outstanding stock of the Guarantor and the Guarantor will derive direct and indirect economic benefits from the making of the Loans and other financial accommodations provided to Borrower pursuant to the Credit Agreement;

          WHEREAS, in order to induce the Lenders to enter into the Credit Agreement and the other Loan Documents and to induce the Lenders to make the Loans as provided for in the Credit Agreement, the Guarantor has agreed to guarantee payment of the Obligations of the Borrower.

          NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, and to induce the Lenders to provide the Loans and other financial accommodations under the Credit Agreement and the other Loan Documents, it is agreed as follows:

1. DEFINITIONS .

          Capitalized terms used herein shall have the meanings assigned to them in the Credit Agreement, unless otherwise defined herein.

          References to this “Guarantee” shall mean this Guarantee, including all amendments, modifications and supplements and any annexes, exhibits and schedules to any of the foregoing, and shall refer to this Guarantee as the same may be in effect at the time such reference becomes operative.

Guarantee — 4278941 Canada Inc. (2008)

2. THE GUARANTEE .

     2.1 Guarantee of Guaranteed Obligations of Borrower . The Guarantor hereby irrevocably and unconditionally guarantees to the Collateral Agent, the prompt and complete payment (whether at stated maturity, by acceleration or otherwise) and strict performance and observance of the Obligations of the Borrower which are or may become from time to time owing or payable, or to be performed, or which remain owing or unpaid to, or to be performed for the benefit of the Secured Parties (hereinafter the “ Guaranteed Obligations ”). The Guarantor agrees that this Guarantee is a guarantee of payment and performance and not of collection, and that its obligations under this Guarantee shall be absolute and unconditional.

     2.2 Payment on Demand . The Guarantor shall, upon the occurrence of an Event of Default, and upon demand by the Collateral Agent, make immediate payment to the holder of the Guaranteed Obligations the entire outstanding Guaranteed Obligations due and owing to such holder. Any such payment by the Guarantor shall be made to the Collateral Agent in immediately available funds to an account designated by the Collateral Agent or at the address set forth herein for the giving of notice to the Collateral Agent or at any other address that may be specified in writing from time to time by the Collateral Agent, and shall be credited and applied to the Guaranteed Obligations.

          In addition, each payment to be made by the Guarantor under this Guarantee shall be payable in the currency or currencies in which such Guaranteed Obligations are denominated and such payments or all other provisions, conditions, covenants and agreements to be observed and executed by the Guarantor shall be made, observed and executed by the Guarantor without any set-off, compensation, counterclaim or other reduction whatsoever including, without limitation, all reductions resulting from any means of defense, right of action, right of compensation or from a reconventional demand of whatever nature, which the Guarantor should dispose of or has disposed of, at any time against the Collateral Agent or any other Secured Party, in connection with this Guarantee, the Credit Agreement, the Loan Documents or otherwise.

     2.3 No Obligation to Take Action Against the Borrower In no event shall the Collateral Agent have any obligation (although it is entitled, at its option) to proceed against the Borrower or any other Person or any Collateral subject to any security or hypothec securing Guaranteed Obligations before seeking satisfaction from the Guarantor, and it shall not be bound to offer or to deliver its security before being paid in full, to give a rank or marshal its security nor to apply this principle to sums of money which it shall be entitled to receive or to other assets upon which it may possess rights. The Guarantor renounces to all benefits of discussion and division. The Guarantee contemplated hereunder is in addition to and not in substitution for any other guarantee by anyone whomsoever and shall not prejudice any and all security granted to the Collateral Agent by anyone whomsoever, and held by it at any time whatsoever.

     2.4 Solidary Codebtor . The obligations of the Guarantor hereunder are independent of the Guaranteed Obligations and the obligations of the Borrower under the Credit Agreement or any other Loan Document and a separate action or actions may be brought and prosecuted against the Guarantor, separately or with any one or more other Persons solidarily, or against some separately and some solidarily, to enforce this Guarantee, irrespective of whether any

Guarantee — 4278941 Canada Inc. (2008)

action is brought against the Borrower or any other Person or whether the Borrower or any other Person is joined in any such action or actions.

     2.5 Continuing Guarantee . This Guarantee shall be a continuing, absolute and unconditional guarantee, and it shall remain in full force and bind the Guarantor until the indefeasible payment and performance in full of the Obligations.

          To the fullest extent permitted by applicable law, the Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to Article 2366 of the Civil Code of Québec . To the fullest extent permitted by applicable law, the Guarantor also irrevocably renounces any rights it may acquire to be released from this Guarantee pursuant to Article 2362 of the Civil Code of Québec . Within 30 days of the request of the Collateral Agent, made at any time, the Guarantor shall renew its guarantee hereunder by executing such documents for this purpose as may be requested by the Collateral Agent, acting reasonably.

     2.6 Benefit of Guarantee . The provisions of this Guarantee are for the benefit of the Secured Parties and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between the Borrower and Secured Parties, the obligations of the Borrower under the Loan Documents. In the event all or any part of the Guaranteed Obligations are transferred, endorsed or assigned by Collateral Agent to any Person or Persons, any reference to “ Collateral Agen t” herein shall be deemed to refer equally to such Person or Persons.

     2.7 Reinstatement . The obligations of the Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantor hereunder (whether such payment shall have been by or on behalf of the Borrower or any other Person or by or on behalf of the Guarantor) is rescinded or reclaimed from the Collateral Agent upon the insolvency, bankruptcy, liquidation or reorganization of the Guarantor, the Borrower, any other Person or otherwise, or any part of such payment is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Collateral Agent, whether as a “ voidable preference ”, “ fraudulent conveyance ”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guaranteed Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

3. OBLIGATIONS NOT AFFECTED; NO WAIVER

     3.1 Obligations Not Affected . To the fullest extent permitted by applicable law, the obligations of the Guarantor hereunder shall not be affected or impaired by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known to the Guarantor or the Collateral Agent) which, but for this provision, might constitute a whole or partial defence to a claim against the Guarantor hereunder or might operate to release or otherwise exonerate the Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of the Collateral Agent or otherwise, including, without limitation:

Guarantee — 4278941 Canada Inc. (2008)

(1) any limitation of status or power, disability, incapacity or other circumstance relating to the Borrower, its directors, partners or agents, the Borrower or any other Person, including, without limitation, any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Guarantor, the Borrower or any other Person;

(2) any irregularity, defect, unenforceability or invalidity in the obtaining of any moneys, advances, renewals, credits, indebtedness or other obligations of the Borrower or any other Person under the Loan Documents or any other document or instrument, whether or not the Collateral Agent shall have had knowledge of same, it being expressly understood that any amount which may not be recoverable from the Borrower or any other Person as a consequence of any irregularity, defect or informality whatsoever in the principal debtor shall be recoverable from the Guarantor and payable to the Collateral Agent, with interest, fees, costs and accessories, the whole as provided herein;

(3) any failure of the Borrower or any other Person, whether or not without fault on their part, to perform or comply with any of the provisions of the Loan Documents or to give notice thereof to the Guarantor;

(4) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy against any of the Borrower or any other Person or their respective assets, or the release or discharge of any such right or remedies;

(5) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Borrower or any other Person;

(6) any amendment, variation, modification, supplement or replacement of the Loan Documents or any other document or instrument;

(7) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Guarantor, the Borrower or any other Person;

(8) any merger, amalgamation or consolidation of the Guarantor, the Borrower or any other Person with any Person or Persons;

(9) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of any governmental body or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the obligations of the Guarantor under this Guarantee;

(10) the existence of any claim, set-off, compensation or other rights which the Guarantor may have at any time against the Borrower, the Collateral Agent or any other Person, or which the Borrower or any other Person may have at any time against the Collateral Agent or any other Secured Party, whether in connection with the Loan Documents or otherwise; and

(11) any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defence of the Borrower or any other Person under the Loan Documents, or of the Guarantor in respect of its guarantee hereunder.

Guarantee — 4278941 Canada Inc. (2008)

     3.2 Waiver . Without in any way limiting the provisions of Section 3.1 of this Guarantee, to the fullest extent permitted by applicable law, the Guarantor hereby waives notice of acceptance hereof, notice of any liability of the Guarantor hereunder, notice or proof of reliance by the Collateral