AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT
THIS AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT (this "Amendment"), is
entered into as of the 26th day of September, 2003, by and between GFSI
Holdings, Inc., a Delaware corporation (the "Company"), and TJC Management
Corporation, a Delaware corporation (the "Consultant"), and amends to the
extent set forth herein the Management Consulting Agreement, dated as of
February 27, 1997, by and between the Company and the Consultant (the
"Agreement").
WHEREAS, the Company and the Consultant desire to amend the Agreement in
the manner set forth herein;
WHEREAS, capitalized terms used herein and not defined herein have the
meanings set forth in the Agreement;
NOW, THEREFORE, in consideration of the mutual agreements and
understandings set forth herein, the parties hereto mutually agree as follows:
1. Section 1 of the Agreement is hereby amended by deleting the words
"extended, or" in the ninth line thereof.
2. Section 2 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"2. Beginning October 1, 2003, and during the term of this
Agreement, the Company shall pay the Consultant an annual fee of
$100,000, with such fee being payable in quarterly installments on or
before March 31, June 30, September 30 and December 31 of each year."
3. Section 4 of the Agreement is hereby amended by deleting the word "or"
in line 10 thereof and by adding the following to the end of the first
sentence of Section 4:
", or (d) if the Company has not paid amounts due or owing under the
Management Agreement between the Company and Gearcap LLC."
4. Section 5 of the Agreement is hereby amended by deleting the first
sentence thereof and by deleting the words "Notwithstanding the foregoing,
this" at the beginning of the second sentence thereof and substituting
therefor "This".
5. Except as herein amended, the Agreement shall remain in full force
and effect and is ratified in all respects. On and after the effectiveness of
this Amendment, each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, and each reference to
the Agreement in any other agreements, documents or instruments executed and
delivered pursuant to the Agreement, shall mean and be a reference to the
Agreement, as amended by this Amendment.
6. This Amendment may be executed in two or more counerparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the date first above written.
GFSI HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
TJC MANAGEMENT CORPORATION
By: /s/
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Name:
Title:
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