FORM OF WARRANT AGREEMENT ------------------------- SALANT CORPORATION as Warrant Agent Warrants to Purchase 2,216,979 Shares of Common Stock WARRANT AGREEMENT Dated as of ________ __, 1998 TABLE OF CONTENTSWarrant Agreement • April 22nd, 1998 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Exhibit 99.3 VOTING AGREEMENT VOTING AGREEMENT (this "Agreement") entered into on this 3/rd/ day of February 2003, among SALANT CORPORATION, a Delaware corporation ("Target"), and each of the stockholders of PERRY ELLIS INTERNATIONAL, INC., a Florida...Voting Agreement • February 5th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • Florida
TENTH AMENDMENT TO CREDIT AGREEMENT TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of February __, 1997 (this "Amendment"), to the Revolving Credit, Factoring and Security Agreement, dated as of September 20, 1993, as amended by letter agreement Re:...Credit Agreement • March 28th, 1997 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
EXECUTION COPY CONFIDENTIAL AMENDMENT NO. 1 AMENDENT NO. 1, dated as of February 3, 2003 ("Amendment"), to the Rights Agreement, dated as of May 17, 2002, between Salant Corporation, a Delaware corporation (the "Corporation"), and Mellon Investor...Rights Agreement • February 5th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
July 18, 1997 Michael A. Lubin 767 Third Avenue New York, N.Y. 10017 Dear Mike: This letter (this "Letter Agreement") will confirm the understanding between you and Lubin Delano & Company ("Lubin Delano"), on the one hand and Salant Corporation, a...Separation Agreement • August 12th, 1997 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
July 8, 1998 Magten Asset Management Corp. 35 East 21st Street New York, New York 10010 Attention: Mr. Talton R. Embry Apollo Apparel Partners, L.P. c/o Apollo Management, L.P. 1301 Avenue of the Americas, 38th Floor New York, New York 10019...Letter Agreement • August 31st, 1998 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), August 18 , 1997 (the "Commencement Date"), between SALANT CORPORATION, a Delaware corporation, (the "Corporation") and Philip A. Franzel (the "Employee"). WHEREAS, the Employee and the...Employment Agreement • August 12th, 1997 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
March 28, 2001 Mr. Awadhesh Sinha Salant Corporation 1114 Avenue of the Americas New York, New York 10036 Dear Awadhesh: Reference is hereby made to the Employment Agreement ("Employment Agreement"), dated February1, 1999 between yourself as the...Employment Agreement • May 11th, 2001 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments
PERRY ELLIS INTERNATIONAL, INC., as Issuer, The Subsidiary Guarantors, as Guarantors, and U.S. Bank Trust National Association, as TrusteeIndenture • November 20th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
INDENTURE, dated as of September 22, 2003, among PERRY ELLIS INTERNATIONAL, INC., a Florida corporation (the “Company”), the SUBSIDIARY GUARANTORS listed as signatories hereto, and U.S. BANK TRUST NATIONAL ASSOCIATION, a Massachusetts trust company, as trustee (“Trustee”).
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), February 1, 1999 (the "Commencement Date"), between SALANT CORPORATION, a Delaware corporation, (the "Corporation") and Awadhesh Sinha (the "Employee"). WHEREAS, the Employee and...Employment Agreement • March 31st, 2000 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
ARTICLE IStock Purchase Agreement • July 17th, 2002 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • May 14th, 2002 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
ARTICLE IVoting Agreement • April 22nd, 1998 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
ELEVENTH AMENDMENT TO CREDIT AGREEMENT ELEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of August __, 1997 (this "Amendment"), to the Revolving Credit, Factoring and Security Agreement, dated as of September 20, 1993, as amended by letter agreement...Credit Agreement • August 12th, 1997 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
July 20, 1998 Todd Kahn, Esq. Salant Corporation 1114 Avenue of the Americas New York, New York 10036 Dear Todd: Reference is hereby made to the Employment Agreement ("Employment Agreement"), dated May 1, 1997 between yourself as the employee and...Employment Agreement • November 17th, 1998 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of May 17, 1999, between Salant Corporation, a Delaware corporation (the "Corporation") and Michael J. Setola (the "Employee"). WHEREAS, the Corporation and the Employee are...Employment Agreement • March 31st, 2000 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
SEVENTH AMENDMENT TO CREDIT AGREEMENT SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 27, 1996 (this "Amendment"), to the Revolving Credit, Factoring and Security Agreement, dated as of September 20, 1993, as amended by letter agreement Re:...Credit Agreement • March 29th, 1996 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of August 24, 1999 (the "Commencement Date"), between SALANT CORPORATION, a Delaware corporation, (the "Corporation") and Jerry J. Kwiatkowski (the "Employee"). WHEREAS, this...Employment Agreement • March 29th, 2002 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
EXHBIT 10.1 ASSET PURCHASE AGREEMENT DATED AS OF OCTOBER 15, 2001 BY AND BETWEEN SALANT HOLDING CORPORATION, AXIS CLOTHING CORPORATION AND RICHARD SOLOMON ASSET PURCHASE AGREEMENT Dated as of October 15, 2001Asset Purchase Agreement • January 22nd, 2002 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Exhibit 10.3 EMPLOYMENT AGREEMENT AMENDMENT EMPLOYMENT AGREEMENT AMENDMENT (this "Amendment") dated as of December 27, 2002, between Salant Corporation, a Delaware corporation (the "Corporation") and Awadhesh K. Sinha (the "Employee"). WHEREAS, the...Employment Agreement • February 5th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
EXHIBIT 10.51 FORM OF REGISTRATION RIGHTS AGREEMENT ------------------------------------- REGISTRATION RIGHTS AGREEMENT, dated as of April __, 1998, by and among SALANT CORPORATION, a Delaware corporation (the "Company"), and the other parties listed...Registration Rights Agreement • April 22nd, 1998 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
PERRY ELLIS INTERNATIONAL, INC. as Issuer, THE SUBSIDIARY GUARANTORS, as Guarantors, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee Indenture Dated as of , 2004 Providing for the Issuance of Senior Debt SecuritiesIndenture • May 11th, 2004 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
INDENTURE, dated as of , 2004 between PERRY ELLIS INTERNATIONAL, INC., a Florida corporation (hereinafter called the ”Company”), having its principal office at 3000 N.W. 107th Avenue, Miami, FL 33172, the SUBSIDIARY GUARANTORS, listed as signatories hereto, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee (hereinafter called the ”Trustee”).
OPTIONEE] AGREEMENT AND RELEASEMerger Agreement • February 5th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
July 1, 1999Employment Agreement • March 31st, 2000 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments
As of November 30, 1998 Salant Corporation 1114 Avenue of the Americas New York, New York 10036 Re: The CIT Group/Commercial Services, Inc. with Salant Corporation --------------------------------------- Gentlemen: Reference is made to the Revolving...Revolving Credit, Factoring and Security Agreement • December 8th, 1998 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Perry Ellis International, Inc. 8 7/8% Senior Subordinated Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
SALANT CORPORATIONRetirement Plan Agreement • April 30th, 1999 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments
EXHIBIT 10.50Ratification and Amendment Agreement • January 5th, 1999 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
August 31, 1995 Mr. Nicholas P. DiPaolo Salant Corporation 1114 Avenue of the Americas New York, New York 10028 Dear Nick: Reference is hereby made to the Employment Agreement (the "Employment Agreement"), dated as of September 20, 1993, between...Employment Agreement • November 9th, 1995 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of March 13, 2000 (the "Commencement Date"), between SALANT CORPORATION, a Delaware corporation, (the "Corporation" or "Salant") and William O. Manzer (the "Employee"). WHEREAS, this...Employment Agreement • March 29th, 2002 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
February 3, 2003 Mr. Awadhesh K. Sinha 268 Floral Parkway Floral Park, New York 11001 Mr. Sinha: Reference is made to that certain Agreement and Plan of Merger of even date herewith being entered into concurrently with the execution and delivery...Merger Agreement • February 5th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
Exhibit 4 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of May 17, 2002 (this "Agreement"), between Salant Corporation, a Delaware corporation (the "Corporation"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights...Rights Agreement • May 17th, 2002 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 20th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • Florida
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, dated September 22, 2003, entered into by and among Congress Financial Corporation (Florida), a Florida corporation, in its capacity as agent acting for and on behalf of the parties to the Loan Agreement (as hereinafter defined) as lenders (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually a “Lender” and collectively, “Lenders”), Supreme International, Inc., a Delaware corporation (“Supreme”), Jantzen, Inc., a Delaware corporation (“Jantzen”), Salant Corporation, a Delaware corporation (“Salant”), Salant Holding Corporation, a Delaware corporation (“Salant Holding”, and together with Supreme, Jantzen and Salant, each individually a “Borrower” and collectively, “Borrowers”), Perry Ellis International, Inc., a Florida corporation (“Parent”), PEI Licensing, Inc., a Delaware corporation (“PEI Licensing”), Jantzen Apparel Corp., a Delaware corporation (“Jantzen Apparel”), BBI Retail, L.L.C., a Florida limit
by and among SALANT CORPORATION and SALANT HOLDING CORPORATION as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN as Lenders and THE CIT GROUP/COMMERCIAL SERVICES, INC. as AgentRevolving Credit and Security Agreement • March 29th, 2002 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT AMENDMENT EMPLOYMENT AGREEMENT AMENDMENT (this "Amendment"), dated as of November 25, 2002, between Salant Corporation, a Delaware corporation (the "Corporation") and Michael J. Setola (the "Employee"). WHEREAS, the...Employment Agreement • February 5th, 2003 • Salant Corp • Men's & boys' furnishgs, work clothg, & allied garments
