Exhibit 10.1
Unless and until it is exchanged in whole or in part for Senior Notes
in definitive form, this Senior Note may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as may be requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or such other entity as may be requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
10-7/8% SERIES B SENIOR
NOTES DUE 2007
ANVIL KNITWEAR, INC.
CUSIP No. 03734PAC5
No. 1 $128,500,000
ANVIL KNITWEAR, INC. promises to pay to Cede & Co. or registered assigns,
the principal sum of One Hundred and Twenty-Eight Million Five Hundred Thousand
Dollars on March 15, 2007.
Interest Payment Dates: March 15 and September 15
Record Dates: March 1 and September 1
Reference is hereby made to the further provisions of this Senior Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
* * * * *
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Dated: August 22, 1997
ANVIL KNITWEAR, INC.
By: /s/ Bernard Geller
-------------------------------------
Name: Bernard Geller
Title: Chief Executive Officer
By: /s/ Jacob Hollander
-------------------------------------
Name: Jacob Hollander
Title: Executive Vice President
Certificate of Authentication:
This is one of the Senior Notes
referred to in the within-mentioned Indenture:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: /s/ Christine Collins
-----------------------------
Authorized Signatory
Dated: August 22, 1997
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10-7/8% Series B Senior
Notes due 2007
Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.
1. Interest. Anvil Knitwear, Inc., a Delaware corporation ("Anvil")
promises to pay interest on the principal amount of this Senior Note at 10-7/8%
per annum from August 22, 1997 until maturity. Anvil will pay interest
semi-annually in arrears on March 15 and September 15 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Senior Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Senior Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be September
15, 1997. Anvil shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. Method of Payment. Anvil will pay interest on the Senior Notes
(except defaulted interest) to the Persons who are registered Holders of Senior
Notes at the close of business on the March 1 or September 1 next preceding the
Interest Payment Date, even if such Senior Notes are cancelled after such record
date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Senior Notes will
be payable as to principal, premium and interest at the office or agency of
Anvil maintained for such purpose within the City and State of New York, or, at
the option of Anvil, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, provided that
payment by wire transfer of immediately available funds will be required with
respect to principal, interest and premium, if any, on all Global Senior Notes
and all other Senior Notes the Holders of which shall have provided wire
transfer instructions to Anvil or the Paying Agent. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.
3. Paying Agent and Registrar. Initially, the Trustee under the
Indenture, will act as Paying Agent and Registrar. Anvil may change any Paying
Agent or Registrar without notice to any Holder. Anvil or any of its
Subsidiaries may act in any such capacity.
4. Indenture. Anvil issued the Senior Notes under an Indenture
dated as of March 14, 1997 ("Indenture") among Anvil, Anvil Holdings, Inc.,
Cottontops, Inc. and the other Subsidiary Guarantors (as defined therein) and
the Trustee. The terms of the Senior Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Senior Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The
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Senior Notes are unsecured obligations of Anvil limited to $130.0 million in
aggregate principal amount.
5. Optional Redemption.
(a) Except as set forth in clause 5(b) of this Senior Note, the
Senior Notes will not be redeemable at Anvil's option prior to March 15, 2002.
Thereafter, the Senior Notes will be subject to redemption for cash at the
option of Anvil, in whole or in part, upon not less than 30 nor more than 60
days' notice, to each holder of Senior Notes to be redeemed at the following
redemption prices (expressed as percentages of principal amount thereof), if
redeemed during the twelve-month period beginning on March 15 of each of the
years indicated below, in each case together with any accrued and unpaid
interest thereon to the applicable redemption date:
Year Percentage
2002...............................105.438%
2003...............................103.625%
2004...............................101.813%
2005 and thereafter................100.000%
(b) Notwithstanding the provisions of clause 5(a) of this Senior
Note, at any time on or before March 15, 2000, Anvil may (but will not have the
obligation to) redeem for cash up to 40% of the original aggregate principal
amount of the Senior Notes at a redemption price of 110% of the principal amount
thereof, in each case plus any accrued and unpaid interest thereon to the
redemption date, with the net proceeds of a Public Equity Offering; provided
that at least 60% of the original aggregate principal amount of the Senior Notes
remains outstanding immediately after the occurrence of such redemption; and
provided, further, that such redemption will occur within 60 days of the date of
the closing of such Public Equity Offering.
(c) Notices of redemption will be mailed by first class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Senior Notes are to be redeemed at its registered address. Senior
Notes in denominations larger than $1,000 may be redeemed in part but only in
integral multiples of $1,000, unless all of the Senior Notes held by a Holder
are to be redeemed. Unless Anvil defaults in making such redemption payment, on
and after the redemption date interest ceases to accrue on Senior Notes or
portions thereof called for redemption.
6. Mandatory Redemption. Anvil shall not be required to make any
mandatory redemption, purchase or sinking fund payments with respect to the
Senior Notes prior to the maturity date.
7. Repurchase at Option of Holder.
(a) Upon the occurrence of a Change of Control, each Holder of Senior
Notes will have the right to require Anvil to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Senior Notes
pursuant to the offer described below (the "Change of Control
-5-
Offer") at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest thereon to the date of
purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, Anvil will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and
offering to repurchase Senior Notes pursuant to the procedures required by
the Indenture and described in such notice. Anvil will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Senior Notes as a result
of a Change of Control.
On the Change of Control Purchase Date, Anvil will, to the extent
lawful, (1) accept for payment all Senior Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Senior
Notes or portions thereof so tendered and (3) deliver or cause to be delivered
to the Trustee the Senior Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Senior Notes or portions
thereof being purchased by Anvil. The Paying Agent will promptly mail to each
Holder of Senior Notes so tendered the Change of Control Payment for such Senior
Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Senior Note equal in principal
amount to any unpurchased portion of the Senior Notes surrendered, if any;
provided that each such new Senior Note will be in a principal amount of $1,000
or an integral multiple thereof. Anvil will publicly announce the results of
the Change of Control Offer on the Change of Control Purchase Date.
(b) Anvil will not, and will not permit any of its Restricted
Subsidiaries to, engage in an Asset Sale in excess of $1.0 million unless (i)
Anvil (or the Restricted Subsidiary, as the case may be) receives consideration
at the time of such Asset Sale at least equal to the fair market value, and in
the case of a lease of assets, a lease providing for rent and other conditions
which are no less favorable to Anvil (or the Restricted Subsidiary, as the case
may be) in any material respect than the then prevailing market conditions
(evidenced in each case by a resolution of the Board of Directors of such entity
set forth in an Officers' Certificate delivered to the Trustee) of the assets or
Equity Interests sold or otherwise disposed of, and (ii) at least 80% (100% in
the case of lease payments) of the consideration therefor received by Anvil or
such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided
that the amount of (x) any liabilities (as shown on Anvil's or such Restricted
Subsidiary's most recent balance sheet or in the notes thereto, excluding
contingent liabilities and trade payables), of Anvil or any Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the
Senior Notes, or any guarantee thereof) that are assumed by the transferee of
any such assets and (y) any notes or other obligations received by Anvil or any
such Restricted Subsidiary from such transferee that are promptly, but in no
event more than 30 days after receipt, converted by Anvil or such Subsidiary
into cash (to the extent of the cash received), shall be deemed to be cash for
purposes of this provision.
Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, Anvil may apply such Net Proceeds (a) to reduce permanently long-term
Indebtedness of a Restricted Subsidiary, (b) to reduce permanently Indebtedness
(and, in the case of revolving Indebtedness, to reduce permanently the
commitments) under the New Credit Agreement, or (c) to an investment in another
business, the making of a capital expenditure or the acquisition of other
tangible assets, in each case, in the same or a similar line of business as
Anvil was engaged in on the date of the Indenture. Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the
-6-
preceding sentence of this paragraph will be deemed to constitute "Excess
Proceeds." On the earlier of (i) the 366th day after an Asset Sale or (ii)
such date as the Board of Anvil or the Restricted Subsidiary determines not
to apply the Net Proceeds relating to such Asset Sale in the manner set forth
in (a), (b) or (c), if the aggregate amount of Excess Proceeds exceeds $5.0
million, Anvil will be required to make an offer to all Holders of Senior
Notes (an "Asset Sale Offer") to purchase the maximum principal amount of
Senior Notes that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture. To the extent that the
aggregate amount of Senior Notes tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, Anvil may use any remaining Excess Proceeds
for general corporate purposes. If the aggregate principal amount of Senior
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds,
the Trustee shall select the Senior Notes to be purchased on a pro rata
basis. Upon completion of such Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.
8. Denominations, Transfer, Exchange. The Senior Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Senior Notes may be registered and Senior
Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and Anvil may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. Anvil need not
exchange or register the transfer of any Senior Note or portion of a Senior Note
selected for redemption, except for the unredeemed portion of any Senior Note
being redeemed in part. Also, it need not exchange or register the transfer of
any Senior Notes for a period of 15 days before a selection of Senior Notes to
be redeemed or during the period between a record date and the corresponding
Interest Payment Date.
9. Persons Deemed Owners. The registered Holder of a Senior Note
may be treated as its owner for all purposes.
10. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Senior Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the Senior
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for Senior Notes), and any existing default or
compliance with any provision of the Indenture or the Senior Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Senior Notes. Without the consent of any Holder of a Senior Note,
the Indenture or the Senior Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Senior Notes
in addition to or in place of certificated Senior Notes, to provide for the
assumption of Anvil's obligations to Holders of the Senior Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Senior Notes or that does not adversely
affect the legal rights under the Indenture of any such Holder, or to comply
with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.
11. Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest on the Senior Notes; (ii)
default in payment when due of the principal of or premium, if any, on the
Senior Notes; (iii) failure by Anvil to comply with Section
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4.7, 4.8, 4.9, 4.10, 4.11 or 5.1 of the Indenture; (iv) failure by Anvil for
60 days after notice to comply with any of its other agreements in the
Indenture or the Senior Notes; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by Anvil or any of its
Restricted Subsidiaries or Holdings (or the payment of which is guaranteed by
Anvil or any of its Restricted Subsidiaries or Holdings) whether such
Indebtedness or guarantee now exists, or is created after the date of the
Indenture, which default (a) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness prior to the expiration of
the grace period provided in such Indebtedness on the date of such default (a
"Payment Default") or (b) results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $5.0 million or more; (vi) failure
by Anvil or any of its Restricted Subsidiaries or Holdings to pay final
judgments aggregating in excess of $3.0 million, which judgments are not
paid, discharged or stayed for a period of 60 days; (vii) except as permitted
by the Indenture, any Subsidiary Guarantee will be held in any judicial
proceeding to be unenforceable or invalid or will cease for any reason to be
in full force and effect or any Subsidiary Guarantor, or any Person acting on
behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations
under the Subsidiary Guarantee; (viii) the Guarantee will be held in any
judicial proceeding to be unenforceable or invalid or will cease for any
reason to be in full force and effect or Holdings, or any Person acting on
behalf of Holdings, will deny or disaffirm its obligations under the
Guarantee and (ix) certain events of bankruptcy or insolvency with respect to
Holdings, Anvil or any of its Significant Subsidiaries or group of Restricted
Subsidiaries that, together, would constitute a Significant Subsidiary. If
any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Senior Notes may
declare all the Senior Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency with respect to Holdings,
Anvil, any Significant Subsidiary or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding Senior
Notes will become due and payable without further action or notice. Holders
of the Senior Notes may not enforce the Indenture or the Senior Notes except
as provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Senior Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of the Senior Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the
Senior Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Senior Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default
or Event of Default in the payment of interest on, or the principal of,
premium on the Senior Notes. Anvil is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and Anvil is
required upon becoming aware of any Default or Event of Default, to deliver
to the Trustee a statement specifying such Default or Event of Default.
12. Trustee Dealings with Anvil. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for Anvil or its Affiliates, and may otherwise deal with Anvil or its
Affiliates, as if it were not the Trustee.
-8-
13. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of Anvil, as such, shall not have any liability for
any obligations of Anvil under the Senior Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Senior Note waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Senior Notes.
14. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS EXCHANGE DEBENTURE, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.
15. Authentication. This Senior Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
16. Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, Anvil has caused CUSIP
numbers to be printed on the Senior Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Senior Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
Anvil will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:
Anvil Knitwear, Inc.
228 East 45th Street
New York, New York 10017
Attention: Jacob Hollander
Telephone No.: (212) 476-0352
Telecopier No.: (212) 885-9411
* * * * *
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SCHEDULE OF CHANGES IN PRINCIPAL AMOUNT OF NOTE
The following changes in the principal amount of this Global Senior
Note have been recorded:
Principal Amount of this
Amount of decrease in Amount of increase in Global Senior Note Signature of
Principal Amount of Principal Amount of following such decrease authorized officer of
Date of Transaction this Global Senior Note this Global Senior Note (or increase) Trustee
------------------- ----------------------- ----------------------- ------------------------ -----------------------
ASSIGNMENT FORM
For value received, I or we assign and transfer this Senior Note to
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)
- -------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee)
and irrevocably appoint --------------------------agent to transfer this Senior
Note on the books of Anvil. The agent may substitute another to act for him.
Date: -------------------------
Your Signature: ----------------------
(Sign exactly as your name appears on the face of this Senior Note)
Signature Guarantee: --------------------------------------
Option of Holder to Elect Purchase
If you want to elect to have this Senior Note purchased by Anvil
pursuant to Section 4.7 or 4.8 of the Indenture, check the box below:
// Section 4.7 // Section 4.8
If you want to elect to have only part of the Senior Note purchased by
Anvil pursuant to Section 4.7 or Section 4.8 of the Indenture, state the amount
you elect to have purchased: $------------------------
Date:---------------------- Your Signature:--------------------------------
(Sign exactly as your name appears on the Senior Note)
Tax Identification No.:----------------------------
Signature Guarantee:--------------------------------------
Unless and until it is exchanged in whole or in part for Senior Notes
in definitive form, this Senior Note may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as may be requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or such other entity as may be requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
10-7/8% SERIES B SENIOR
NOTES DUE 2007
ANVIL KNITWEAR, INC.
AI GLOBAL SENIOR NOTE
CUSIP No. 03734PAC5
No. 2 $500,000
ANVIL KNITWEAR, INC. promises to pay to Cede & Co. or registered assigns,
the principal sum of Five Hundred Thousand Dollars on March 15, 2007.
Interest Payment Dates: March 15 and September 15
Record Dates: March 1 and September 1
Reference is hereby made to the further provisions of this Senior Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
* * * * *
-2-
Dated: August 22, 1997
---------------
ANVIL KNITWEAR, INC.
By: /s/ Bernard Geller
-----------------------------------
Name: Bernard Geller
Title: Chief Executive Officer
By: /s/ Jacob Hollander
-----------------------------------
Name: Jacob Hollander
Title: Executive Vice President
Certificate of Authentication:
This is one of the Senior Notes
referred to in the within-mentioned Indenture:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: /s/ Christine Collins
-----------------------------
Authorized Signatory
Dated: August 22, 1997
-3-
10-7/8% Series B Senior
Notes due 2007
Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.
1. Interest. Anvil Knitwear, Inc., a Delaware corporation ("Anvil")
promises to pay interest on the principal amount of this Senior Note at 10-7/8%
per annum from August 22, 1997 until maturity. Anvil will pay interest
semi-annually in arrears on March 15 and September 15 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Senior Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Senior Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be September
15, 1997. Anvil shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. Method of Payment. Anvil will pay interest on the Senior Notes
(except defaulted interest) to the Persons who are registered Holders of Senior
Notes at the close of business on the March 1 or September 1 next preceding the
Interest Payment Date, even if such Senior Notes are cancelled after such record
date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Senior Notes will
be payable as to principal, premium and interest at the office or agency of
Anvil maintained for such purpose within the City and State of New York, or, at
the option of Anvil, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, provided that
payment by wire transfer of immediately available funds will be required with
respect to principal, interest and premium, if any, on all Global Senior Notes
and all other Senior Notes the Holders of which shall have provided wire
transfer instructions to Anvil or the Paying Agent. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.
3. Paying Agent and Registrar. Initially, the Trustee under the
Indenture, will act as Paying Agent and Registrar. Anvil may change any Paying
Agent or Registrar without notice to any Holder. Anvil or any of its
Subsidiaries may act in any such capacity.
4. Indenture. Anvil issued the Senior Notes under an Indenture
dated as of March 14, 1997 ("Indenture") among Anvil, Anvil Holdings, Inc.,
Cottontops, Inc. and the other Subsidiary Guarantors (as defined therein) and
the Trustee. The terms of the Senior Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Senior Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The
-4-
Senior Notes are unsecured obligations of Anvil limited to $130.0 million in
aggregate principal amount.
5. Optional Redemption.
(a) Except as set forth in clause 5(b) of this Senior Note, the
Senior Notes will not be redeemable at Anvil's option prior to March 15, 2002.
Thereafter, the Senior Notes will be subject to redemption for cash at the
option of Anvil, in whole or in part, upon not less than 30 nor more than 60
days' notice, to each holder of Senior Notes to be redeemed at the following
redemption prices (expressed as percentages of principal amount thereof), if
redeemed during the twelve-month period beginning on March 15 of each of the
years indicated below, in each case together with any accrued and unpaid
interest thereon to the applicable redemption date:
Year Percentage
2002.............................. 105.438%
2003.............................. 103.625%
2004.............................. 101.813%
2005 and thereafter............... 100.000%
(b) Notwithstanding the provisions of clause 5(a) of this Senior
Note, at any time on or before March 15, 2000, Anvil may (but will not have the
obligation to) redeem for cash up to 40% of the original aggregate principal
amount of the Senior Notes at a redemption price of 110% of the principal amount
thereof, in each case plus any accrued and unpaid interest thereon to the
redemption date, with the net proceeds of a Public Equity Offering; provided
that at least 60% of the original aggregate principal amount of the Senior Notes
remains outstanding immediately after the occurrence of such redemption; and
provided, further, that such redemption will occur within 60 days of the date of
the closing of such Public Equity Offering.
(c) Notices of redemption will be mailed by first class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Senior Notes are to be redeemed at its registered address. Senior
Notes in denominations larger than $1,000 may be redeemed in part but only in
integral multiples of $1,000, unless all of the Senior Notes held by a Holder
are to be redeemed. Unless Anvil defaults in making such redemption payment, on
and after the redemption date interest ceases to accrue on Senior Notes or
portions thereof called for redemption.
6. Mandatory Redemption. Anvil shall not be required to make any
mandatory redemption, purchase or sinking fund payments with respect to the
Senior Notes prior to the maturity date.
7. Repurchase at Option of Holder.
(a) Upon the occurrence of a Change of Control, each Holder of
Senior Notes will have the right to require Anvil to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes
pursuant to the offer described below (the "Change of Control
-5-
Offer") at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest thereon to the date of
purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, Anvil will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and
offering to repurchase Senior Notes pursuant to the procedures required by
the Indenture and described in such notice. Anvil will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Senior Notes as a result
of a Change of Control.
On the Change of Control Purchase Date, Anvil will, to the extent
lawful, (1) accept for payment all Senior Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Senior
Notes or portions thereof so tendered and (3) deliver or cause to be delivered
to the Trustee the Senior Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Senior Notes or portions
thereof being purchased by Anvil. The Paying Agent will promptly mail to each
Holder of Senior Notes so tendered the Change of Control Payment for such Senior
Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Senior Note equal in principal
amount to any unpurchased portion of the Senior Notes surrendered, if any;
provided that each such new Senior Note will be in a principal amount of $1,000
or an integral multiple thereof. Anvil will publicly announce the results of
the Change of Control Offer on the Change of Control Purchase Date.
(b) Anvil will not, and will not permit any of its Restricted
Subsidiaries to, engage in an Asset Sale in excess of $1.0 million unless (i)
Anvil (or the Restricted Subsidiary, as the case may be) receives consideration
at the time of such Asset Sale at least equal to the fair market value, and in
the case of a lease of assets, a lease providing for rent and other conditions
which are no less favorable to Anvil (or the Restricted Subsidiary, as the case
may be) in any material respect than the then prevailing market conditions
(evidenced in each case by a resolution of the Board of Directors of such entity
set forth in an Officers' Certificate delivered to the Trustee) of the assets or
Equity Interests sold or otherwise disposed of, and (ii) at least 80% (100% in
the case of lease payments) of the consideration therefor received by Anvil or
such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided
that the amount of (x) any liabilities (as shown on Anvil's or such Restricted
Subsidiary's most recent balance sheet or in the notes thereto, excluding
contingent liabilities and trade payables), of Anvil or any Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the
Senior Notes, or any guarantee thereof) that are assumed by the transferee of
any such assets and (y) any notes or other obligations received by Anvil or any
such Restricted Subsidiary from such transferee that are promptly, but in no
event more than 30 days after receipt, converted by Anvil or such Subsidiary
into cash (to the extent of the cash received), shall be deemed to be cash for
purposes of this provision.
Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, Anvil may apply such Net Proceeds (a) to reduce permanently long-term
Indebtedness of a Restricted Subsidiary, (b) to reduce permanently Indebtedness
(and, in the case of revolving Indebtedness, to reduce permanently the
commitments) under the New Credit Agreement, or (c) to an investment in another
business, the making of a capital expenditure or the acquisition of other
tangible assets, in each case, in the same or a similar line of business as
Anvil was engaged in on the date of the Indenture. Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the
-6-
preceding sentence of this paragraph will be deemed to constitute "Excess
Proceeds." On the earlier of (i) the 366th day after an Asset Sale or (ii)
such date as the Board of Anvil or the Restricted Subsidiary determines not
to apply the Net Proceeds relating to such Asset Sale in the manner set forth
in (a), (b) or (c), if the aggregate amount of Excess Proceeds exceeds $5.0
million, Anvil will be required to make an offer to all Holders of Senior
Notes (an "Asset Sale Offer") to purchase the maximum principal amount of
Senior Notes that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture. To the extent that the
aggregate amount of Senior Notes tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, Anvil may use any remaining Excess Proceeds
for general corporate purposes. If the aggregate principal amount of Senior
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds,
the Trustee shall select the Senior Notes to be purchased on a pro rata
basis. Upon completion of such Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.
8. Denominations, Transfer, Exchange. The Senior Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Senior Notes may be registered and Senior
Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and Anvil may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. Anvil need not
exchange or register the transfer of any Senior Note or portion of a Senior Note
selected for redemption, except for the unredeemed portion of any Senior Note
being redeemed in part. Also, it need not exchange or register the transfer of
any Senior Notes for a period of 15 days before a selection of Senior Notes to
be redeemed or during the period between a record date and the corresponding
Interest Payment Date.
9. Persons Deemed Owners. The registered Holder of a Senior Note
may be treated as its owner for all purposes.
10. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Senior Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the Senior
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for Senior Notes), and any existing default or
compliance with any provision of the Indenture or the Senior Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Senior Notes. Without the consent of any Holder of a Senior Note,
the Indenture or the Senior Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Senior Notes
in addition to or in place of certificated Senior Notes, to provide for the
assumption of Anvil's obligations to Holders of the Senior Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Senior Notes or that does not adversely
affect the legal rights under the Indenture of any such Holder, or to comply
with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.
11. Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest on the Senior Notes; (ii)
default in payment when due of the principal of or premium, if any, on the
Senior Notes; (iii) failure by Anvil to comply with Section
-7-
4.7, 4.8, 4.9, 4.10, 4.11 or 5.1 of the Indenture; (iv) failure by Anvil for
60 days after notice to comply with any of its other agreements in the
Indenture or the Senior Notes; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by Anvil or any of its
Restricted Subsidiaries or Holdings (or the payment of which is guaranteed by
Anvil or any of its Restricted Subsidiaries or Holdings) whether such
Indebtedness or guarantee now exists, or is created after the date of the
Indenture, which default (a) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness prior to the expiration of
the grace period provided in such Indebtedness on the date of such default (a
"Payment Default") or (b) results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $5.0 million or more; (vi) failure
by Anvil or any of its Restricted Subsidiaries or Holdings to pay final
judgments aggregating in excess of $3.0 million, which judgments are not
paid, discharged or stayed for a period of 60 days; (vii) except as permitted
by the Indenture, any Subsidiary Guarantee will be held in any judicial
proceeding to be unenforceable or invalid or will cease for any reason to be
in full force and effect or any Subsidiary Guarantor, or any Person acting on
behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations
under the Subsidiary Guarantee; (viii) the Guarantee will be held in any
judicial proceeding to be unenforceable or invalid or will cease for any
reason to be in full force and effect or Holdings, or any Person acting on
behalf of Holdings, will deny or disaffirm its obligations under the
Guarantee and (ix) certain events of bankruptcy or insolvency with respect to
Holdings, Anvil or any of its Significant Subsidiaries or group of Restricted
Subsidiaries that, together, would constitute a Significant Subsidiary. If
any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Senior Notes may
declare all the Senior Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency with respect to Holdings,
Anvil, any Significant Subsidiary or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding Senior
Notes will become due and payable without further action or notice. Holders
of the Senior Notes may not enforce the Indenture or the Senior Notes except
as provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Senior Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of the Senior Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the
Senior Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Senior Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default
or Event of Default in the payment of interest on, or the principal of,
premium on the Senior Notes. Anvil is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and Anvil is
required upon becoming aware of any Default or Event of Default, to deliver
to the Trustee a statement specifying such Default or Event of Default.
12. Trustee Dealings with Anvil. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for Anvil or its Affiliates, and may otherwise deal with Anvil or its
Affiliates, as if it were not the Trustee.
-8-
13. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of Anvil, as such, shall not have any liability for
any obligations of Anvil under the Senior Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Senior Note waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Senior Notes.
14. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS EXCHANGE DEBENTURE, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.
15. Authentication. This Senior Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
16. Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, Anvil has caused CUSIP
numbers to be printed on the Senior Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Senior Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
Anvil will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:
Anvil Knitwear, Inc.
228 East 45th Street
New York, New York 10017
Attention: Jacob Hollander
Telephone No.: (212) 476-0352
Telecopier No.: (212) 885-9411
* * * * *
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SCHEDULE OF CHANGES IN PRINCIPAL AMOUNT OF NOTE
The following changes in the principal amount of this Global Senior
Note have been recorded:
Principal Amount of this
Amount of decrease in Amount of increase in Global Senior Note Signature
Principal Amount of Principal Amount of following such decrease authorized officer of
Date of Transaction this Global Senior Note this Global Senior Note (or increase) Trustee
- --------------------- ----------------------- ----------------------- ------------------------ ----------------------
ASSIGNMENT FORM
For value received, I or we assign and transfer this Senior Note to
- --------------------------------------------------------------
- --------------------------------------------------------------
(Print or type name, address and zip code of assignee)
- --------------------------------------------------------------
(Insert Social Security or other identifying number of assignee)
and irrevocably appoint --------------------- agent to transfer this Senior
Note on the books of Anvil. The agent may substitute another to act for him.
Date: --------------------------
Your Signature: --------------------
(Sign exactly as your name appears on the face of this Senior Note)
Signature Guarantee: -----------------------------
Option of Holder to Elect Purchase
If you want to elect to have this Senior Note purchased by Anvil
pursuant to Section 4.7 or 4.8 of the Indenture, check the box below:
// Section 4.7 // Section 4.8
If you want to elect to have only part of the Senior Note purchased by
Anvil pursuant to Section 4.7 or Section 4.8 of the Indenture, state the amount
you elect to have purchased: $-----------------
Date:------------------ Your Signature:-------------------------------
(Sign exactly as your name appears on the Senior Note)
Tax Identification No.:------------------------
Signature Guarantee:----------------------------------------
GUARANTEE
Anvil Holdings, Inc., a Delaware corporation ("Holdings"), which term
includes any successors or assigns under the Indenture (the "Indenture") hereby
irrevocably and unconditionally guarantees (i) the due and punctual payment of
the principal of, premium, if any, and interest on the 10-7/8% Series B Senior
Notes due 2007 (the "Senior Notes") of Anvil Knitwear, Inc., a Delaware
corporation ("Anvil"), whether at stated maturity, by acceleration or otherwise,
the due and punctual payment of interest on the overdue principal, and premium
if any, and (to the extent permitted by law) interest on any interest, if any,
on the Senior Notes, and the due and punctual performance of all other
obligations of Anvil, to the Holders or the Trustee all in accordance with the
terms set forth in Article 10 of the Indenture, (ii) in case of any extension of
time of payment or renewal of any Senior Notes or any such other obligations,
that the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise, and (iii) the payment of any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Guarantee.
The obligations of Holdings to the Holders and to the Trustee pursuant
to this Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to such Indenture for the precise terms
of this Guarantee.
No stockholder, officer, director or incorporator, as such, past,
present or future of Holdings shall have any liability under this Guarantee by
reason of his or its status as such stockholder, officer, director or
incorporator.
This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon Holdings and its successors and assigns until
full and final payment of all of Anvil's obligations under the Senior Notes and
Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. This is a
Guarantee of payment and not of collectibility.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Senior Note upon which this Guarantee
is noted shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers.
THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS GUARANTEE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.
Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
Dated as of August 22, 1997
---------------
ANVIL HOLDINGS, INC.
By: /s/ Bernard Geller
------------------------
Name: Bernard Geller
Title: President
ATTEST: /s/ Jacob Hollander
---------------------
Jacob Hollander
2
SUBSIDIARY GUARANTEE
The Subsidiary Guarantor(s) listed below (hereinafter referred to as
the "Subsidiary Guarantors," which term includes any successors or assigns under
the Indenture (the "Indenture") and any additional Subsidiary Guarantors),
hereby irrevocably and unconditionally guarantee (i) the due and punctual
payment of the principal of, premium, if any, and interest on the 10-7/8% Series
B Senior Notes due 2007 (the "Senior Notes") of Anvil Knitwear, Inc., a Delaware
corporation, whether at stated maturity, by acceleration or otherwise, the due
and punctual payment of interest on the overdue principal, and premium if any,
and (to the extent permitted by law) interest on any interest, if any, on the
Senior Notes, and the due and punctual performance of all other obligations of
the Company, to the Holders or the Trustee all in accordance with the terms set
forth in Article 11 of the Indenture, (ii) in case of any extension of time of
payment or renewal of any Senior Notes or any such other obligations, that the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise, and (iii) the payment of any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing
any rights under this Subsidiary Guarantee.
The obligations of each Subsidiary Guarantor to the Holders and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 11 of the Indenture and reference is hereby made to such
Indenture for the precise terms of this Guarantee.
No stockholder, officer, director or incorporator, as such, past,
present or future of each Subsidiary Guarantor shall have any liability under
this Subsidiary Guarantee by reason of his or its status as such stockholder,
officer, director or incorporator.
This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon each Subsidiary Guarantor and its successors
and assigns until full and final payment of all of the Company's obligations
under the Senior Notes and Indenture and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders, and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof. This is a Guarantee of payment and not of collectibility.
This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Senior Note upon which
this Subsidiary Guarantee is noted shall have been executed by the Trustee under
the Indenture by the manual signature of one of its authorized officers.
The Obligations of each Subsidiary Guarantor under its Subsidiary
Guarantee shall be limited to the extent necessary to insure that it does not
constitute a fraudulent conveyance under applicable law.
THE TERMS OF ARTICLE 11 OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS GUARANTEE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.
Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
Dated as of August 22, 1997
---------------
COTTONTOPS, INC.
By: /s/ Bernard Geller
----------------------
Name: Bernard Geller
Title: Chairman of the Board
ATTEST: /s/ Jacob Hollander
------------------------
Jacob Hollander
2