Gfsi Inc Sample Contracts

Gfsi Inc – FIFTH AMENDMENT (March 4th, 2005)

Execution Copy FIFTH AMENDMENT This Fifth Amendment (the "Amendment") is dated as of March 1, 2005 among GFSI, Inc., a Delaware corporation (the "Borrower"), GFSI Holdings, Inc., a Delaware corporation ("Holdings"), Event 1, Inc., a Kansas corporation ("Event 1") and CC Products, Inc., a Delaware corporation ("CCP"), each of the financial institutions party thereto (such financial institutions, together with their successors and assigns, are referred to herein each individually as a "Lender" and collectively as the "Lenders"), and Bank of America, N.A., as agent for the Lenders (in its capacity as agent, the "Agent"). Recitals -------- Borrower, Holdings, Lenders and Agent have entered into that certain Credit Agreement dated as of March 28, 2002 (as it has been and may hereafter be amended, restated, s

Gfsi Inc – FOURTH AMENDMENT (October 6th, 2004)

Execution Copy FOURTH AMENDMENT This Fourth Amendment (the "Amendment") is dated as of October 4, 2004 among GFSI, Inc., a Delaware corporation (the "Borrower"), GFSI Holdings, Inc., a Delaware corporation ("Holdings"), each of the financial institutions party thereto (such financial institutions, together with their successors and assigns, are referred to herein each individually as a "Lender" and collectively as the "Lenders"), and Bank of America, N.A., as agent for the Lenders (in its capacity as agent, the "Agent"). Recitals Borrower, Holdings, Lenders and Agent have entered into that certain Credit Agreement dated as of March 28, 2002 (as it has been or may hereafter be amended, restated, supplemented, extended or otherwise modified, the "Credit Agreement"), and Borrower, Holdings, Agent and L

Gfsi Inc – FIRST AMENDMENT TO SECOND CONSENT AND AMENDMENT (September 29th, 2004)

FIRST AMENDMENT TO SECOND CONSENT AND AMENDMENT This First Amendment to Second Consent and Amendment (the "First Amendment") is dated as of June 21, 2004, among GFSI, Inc., a Delaware corporation ("Borrower"), GFSI Holdings, Inc., a Delaware corporation ("Holdings"), Event 1, Inc., a Kansas corporation ("Event 1"), CC Products, Inc., a Delaware corporation ("CC Products"), each of the financial institutions a party to hereto (such financial institutions, together with their successors and assigns, are referred to in this First Amendment each individually as a "Lender" and collectively as the "Lenders"), and Bank of America, N.A., as agent for the Lenders (in its capacity as agent, the "Agent"). Capitalized terms that are used in this First Amendment but are not otherwise defined in this First Amendment have the meanings ascribed to them in the Credit Agreement and the Second Consent and Amendment (as each are defined below).

Gfsi Inc – FIRST AMENDMENT TO THIRD CONSENT AND AMENDMENT (November 6th, 2003)

FIRST AMENDMENT TO THIRD CONSENT AND AMENDMENT This First Amendment to Third Consent and Amendment (the "First Amendment") is dated as of September 30, 2003, among GFSI, Inc., a Delaware corporation ("Borrower"), GFSI Holdings, Inc., a Delaware corporation ("Holdings"), each of the financial institutions a party to hereto (such financial institutions, together with their successors and assigns, are referred to in this First Amendment each individually as a "Lender" and collectively as the "Lenders"), and Bank of America, N.A., as agent for the Lenders (in its capacity as agent, the "Agent"). Capitalized terms that are used in this Consent and Amendment but are not otherwise defined in this Consent and Amendment have the meanings ascribed to them in the Credit Agreement and the Third Consent and Amendment (as each are defined below). Recitals 1. Borrower, Holdings, the Lenders and the Agent entered into the Credit

Gfsi Inc – CONTRIBUTION AGREEMENT (November 6th, 2003)

CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT dated as of September 26, 2003 (this "Agreement") is by and between GFSI Holdings, Inc., a Delaware corporation (the "Parent"), and GFSI, Inc., a Delaware corporation (the "Subsidiary"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Subsidiary is a wholly-owned subsidiary of Parent; WHEREAS, Parent has agreed to contribute to Subsidiary and Subsidiary has agreed to accept from Parent all of its right, title and interest in at least $20 million in aggregate principal amount at maturity of Parent's 11.375% Senior Discount Notes (the "Contributed Notes"); NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Contribution an

Gfsi Inc – MANAGEMENT AGREEMENT (November 6th, 2003)

MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement"), is executed as of the 1st day of October, 2003, by and between GEARCAP LLC, a Delaware limited liability company ("Gearcap"), and GFSI HOLDINGS, INC., a Delaware corporation, on behalf of itself and its subsidiaries (the "Company"). W I T N E S S E T H: WHEREAS, Gearcap has and/or has access to personnel who are highly skilled in operating business concerns such as the Company; and WHEREAS, the Company desires to retain Gearcap to provide business, management and financial advice to the Company; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree as follows: 1. The Company hereby retains Gearcap, through Gearcap's own personnel or through personnel available to Gearcap, to render day-to-day Management Services (as defined below) to the Company and its sub

Gfsi Inc – AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT (November 6th, 2003)

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 li

Gfsi Inc – THIRD CONSENT AND AMENDMENT (November 6th, 2003)

Exhibit 10.28 THIRD CONSENT AND AMENDMENT This Third Consent and Amendment (the "Consent and Amendment") is dated as of September 8, 2003, among GFSI, Inc., a Delaware corporation (the "Borrower"), GFSI Holdings, Inc., a Delaware corporation ("Holdings"), each of the financial institutions a party to thereto (such financial institutions, together with their successors and assigns, are referred to in this Consent and Amendment each individually as a "Lender" and collectively as the "Lenders"), and Bank of America, N.A., as agent for the Lenders (in its capacity as agent, the "Agent") and pertains to the Loan Documents, including, without limitation: (i) the Credit Agreement dated as of March 28, 2002, among Borrower, Holdings, Lenders and the Agent (as it has been or may hereafter be amended, restated, supplemented, extended or otherwise mod

Gfsi Inc – LICENSE AGREEMENT (July 22nd, 1997)

EXHIBIT 10.14 LICENSE AGREEMENT THIS AGREEMENT is made effective as of the 1st day of April, 1994, by and between Winning Ways, Inc., a Missouri corporation, with offices at 9700 Commerce Parkway, Shawnee Mission, Kansas 66219, (hereinafter "Licensor"), and Softwear Athletics, Inc., a Canada corporation, with offices located at 523 Cleveland Cres S.E., Calgary, Alberta, Canada T2G4RB (hereinafter "Licensee"). WHEREAS, Licensor is the owner of certain trademarks identified in Schedule A hereto (the "Trademarks"), and any copyrights or other proprietary rights associated with said Trademarks (hereinafter the "Rights"); and WHEREAS, Licensee desires to use the Rights and/or the Trademarks on or in association with the manufacture, offering for sale, sale, advertising, promotion and distribution of certain products identified in Schedule B (the "Licensed Products")

Gfsi Inc – MORTGAGE, SECURITY AGREEMENT, (July 22nd, 1997)

Kansas MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES THIS MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES ("Mortgage") entered into as of the 27th day of February, 1997, by GFSI, INC., a Delaware corporation ("Mortgagor"), having its chief executive office at 9700 Commerce Parkway, Lenexa, Kansas 66219 in favor of THE FIRST NATIONAL BANK OF CHICAGO ("Mortgagee"), having an office at One First National Plaza, Chicago, Illinois 60670, as contractual representative for its benefit and for the benefit of the "Holders of Secured Obligations" as defined in that certain Credit Agreement (as amended, restated, modified, supplemented or substituted from time to time, the "Credit Agreement"), dated of even date herewith, by and among Mortgagor, Mortgagee and

Gfsi Inc – SECURITY AGREEMENT (July 22nd, 1997)

================================================================================ SECURITY AGREEMENT Dated as of February 27, 1997 between GFSI, INC. AND THE FIRST NATIONAL BANK OF CHICAGO, as Agent ================================================================================ TABLE OF CONTENTS ----------------- SECTION 1. Defined Terms...................................................................................... 1 SECTION 2. Grant of Security.................................................................................. 2 SE

Gfsi Inc – CREDIT AGREEMENT (July 22nd, 1997)

EXECUTION COPY ================================================================================ CREDIT AGREEMENT Dated as of February 27, 1997 among GFSI, INC. THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS and THE FIRST NATIONAL BANK OF CHICAGO, as Agent ================================================================================ TABLE OF CONTENTS ARTICLE I: DEFINITIONS.................................................................................

Gfsi Inc – NON RECOURSE PROMISSORY NOTE (June 30th, 1997)

EXHIBIT 10.13 NON RECOURSE PROMISSORY NOTE $__________________ February 27, 1997 FOR VALUE RECEIVED, the undersigned, , an individual --------- residing at ("Borrower"), promises to pay ------------------------------- -------- to the order of GFSI HOLDINGS, INC., a Delaware corporation ("Company"), ------- or any successor thereof, the sum of Thousand Hundred and ---------- -------- no/100 Dollars ($ ) with interest from the date hereof on the unpaid ------ principal sum and any unpaid accrued interest from time to time outstanding accruing at the rate of 8% per annum compounded ann

Gfsi Inc – PROMISSORY NOTE (June 30th, 1997)

EXHIBIT 10.12 Winning Ways, Inc. 9700 Commerce Parkway Lenexa, KS 66219 PROMISSORY NOTE (Revolving) $150,000 -------- The undersigned ("Borrower") promises to pay to the order of Winning Ways, Inc., address as listed at the top this Note or such other address as the holder hereof may designate,the principal sum of One Hundred Fifty Thousand and No/100 ------------------------------------- dollars ($150,000) ("Credit Limit"), or so much thereof as has been advanced by -------- Winning Ways, Inc. and is outstanding, plus interest thereon as required below. Interest shall accrue on the outstanding principal balance of this No

Gfsi Inc – PROMISSORY NOTE (June 30th, 1997)

EXHIBIT 10.11 Winning Ways, Inc. 9700 Commerce Parkway Lenexa, KS 66219 PROMISSORY NOTE (Revolving) $700,000 -------- The undersigned ("Borrower") promises to pay to the order of Winning Ways, Inc., address as listed at the top this Note or such other address as the holder hereof may designate,the principal sum of Seven Hundred Thousand and No/100 --------------------------------- dollars ($700,000) ("Credit Limit"), or so much thereof as has been advanced by -------- Winning Ways, Inc. and is outstanding, plus interest thereon as required below. Interest shall accrue on the outstanding principal balance of this Note at t

Gfsi Inc – MANAGEMENT CONSULTING AGREEMENT (March 28th, 1997)

MANAGEMENT CONSULTING AGREEMENT THIS MANAGEMENT CONSULTING AGREEMENT ("Agreement"), is executed as of the 27th day of February, 1997, by and between TJC MANAGEMENT CORPORATION, a Delaware corporation (the "Consultant"), and GFSI HOLDINGS, INC., a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Consultant has and/or has access to personnel who are highly skilled in the field of rendering advice to business concerns such as the Company; and WHEREAS, the Company desires to retain the Consultant to provide business and financial advice to the Company; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree as follows: 1. The Company hereby retains the Consultant, through the Consultant's own personnel or through personnel available to the Consultant, to render consulting services from time to time to t

Gfsi Inc – DEFERRED LIMITED INTEREST GUARANTY (March 28th, 1997)

[EXECUTION] DEFERRED LIMITED INTEREST GUARANTY THIS GUARANTY AGREEMENT, dated as of February 27, 1997, by GFSI, INC., a Delaware corporation (the "Guarantor"), to MCIT PLC (the "Purchaser"), for the benefit of itself, its Nominees and all other holders of Notes (such and all other capitalized terms being used herein with the meanings set forth in Article I) issued pursuant to the Purchase Agreement, W I T N E S S E T H: WHEREAS, the Guarantor was organized and is being capitalized by, and is a direct wholly-owned Subsidiary of, GFSI Holdings, Inc., a Delaware corporation (the "Company"); and WHEREAS, the Company has on the date hereof (a) pursuant to a purchase agreement, dated as of February 27, 1997 (together with all amendments and other modifications, if any, from time to time hereafter made thereto, the "Purchase

Gfsi Inc – TRADEMARK SECURITY AGREEMENT (March 28th, 1997)

TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT ("Agreement") is made as of February 27, 1997, by and between GFSI, Inc., a Delaware corporation ("Borrower"), and The First National Bank of Chicago, as contractual representative (the "Agent") for its benefit and the benefit of the "Holders of Secured Obligations" (as such term is defined in the "Credit Agreement" defined below). W I T N E S S E T H: WHEREAS, Borrower, the Agent and certain financial institutions from time to time party thereto (the "Lenders") are parties to that certain Credit Agreement of even date herewith (as the same may hereafter be modified, amended, restated or supplemented from time to time, the "Credit Agreement"), pursuant to which the Lenders may, from time to time, extend credit to Borrower; and WHEREAS, Borrower and the Agent are parties to that certain Security Agreement of even date herewith (as the same may he

Gfsi Inc – NONCOMPETITION AGREEMENT (March 28th, 1997)

NONCOMPETITION AGREEMENT THIS NONCOMPETITION AGREEMENT (this "Agreement"), dated this 27th day of February, 1997, is made by and between GFSI HOLDINGS, INC., a Delaware corporation ("Holdings"), and ROBERT M. WOLFF, an individual ("Seller"). W I T N E S S E T H: WHEREAS, the Seller has been actively involved in the business of Winning Ways, Inc., a Missouri corporation (the "Company"), as an employee, substantial stockholder, officer and member of the Board of Directors of the Company; and WHEREAS, Holdings and GFSI, Inc., a Delaware corporation ("GFSI"), have agreed to purchase all of the issued and outstanding shares of capital stock of the Company (the "Shares") pursuant to an Agreement for Purchase and Sale of Stock dated January 24, 1997, by and among GFSI, Holdings and all of the stockholders of the Company (the "Purchase Agreement"); and WHEREAS, the continued involvement by the Seller in a b

Gfsi Inc – 9 5/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2007 (March 28th, 1997)

EXHIBIT 4.4 -------------------------------------------------------------------------------- GFSI, INC. ---------------------------------------- $125,000,000 9 5/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2007 ---------------------------------------- ------------------- REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 27, 1997 ------------------- Donaldson, Lufkin & Jenrette Jefferies & Company, Inc. Securities Corporation ================================================================================ This Registration Rights Agreement (this "Agreement") is made and entered into as of February 27, 1997 by and among GFSI

Gfsi Inc – RESTRICTED ACCOUNT AGREEMENT (March 28th, 1997)

RESTRICTED ACCOUNT AGREEMENT SIDLEY & AUSTIN TO: The First National Bank of Chicago as contractual representative (the "Agent") under that certain Credit Agreement, dated as of LONDON February 27, 1997 (the "Credit Agreement"), ------ among GFSI, Inc., a Delaware corporation SINGAPORE (the "Borrower"), the Agent and those financial ------ institutions from time to time parties thereto TOKYO (the "Holders of Secured Obligations"). Ladies and Gentlemen: You have advised us that the Borrower has entered or will enter into the Credit Agreement and that in connection therewith the Borrower has granted to the Agent, for its benefit and the benefit of the Holders of Secured Obligations, a lien on and security interest in substantially all of the assets of the Borrower, including all of the accounts receiva

Gfsi Inc – TAX SHARING AGREEMENT (March 28th, 1997)

TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (this "Agreement"), made as of the 27th day of February, 1997, is entered into by and between GFSI HOLDINGS, INC., a Delaware corporation ("Holdings"), and GFSI, INC., a Delaware corporation ("Acquisition"). W I T N E S S E T H : WHEREAS, Holdings is the parent corporation of an affiliated group or groups of corporations, including Acquisition; WHEREAS, both parties desire to file consolidated federal income tax returns pursuant to the Internal Revenue Code of 1986, as amended, and any successor thereto; and WHEREAS, the parties hereto desire to provide that Acquisition shall pay to Holdings with respect to taxable years commencing on or after February 27, 1997, the amounts which Acquisition and/or the Acquisition Group (as defined below) would have been required to pay as federal income taxes if the Acquisition Group had not been included in a cons

Gfsi Inc – SECURITY AGREEMENT (March 28th, 1997)

================================================================================ SECURITY AGREEMENT Dated as of February 27, 1997 between GFSI, INC. AND THE FIRST NATIONAL BANK OF CHICAGO, as Agent ================================================================================ TABLE OF CONTENTS ----------------- SECTION 1. Defined Terms...................................................................................... 1 SECTION 2. Grant of Security.................................................................................. 2 SE

Gfsi Inc – CREDIT AGREEMENT (March 28th, 1997)

EXECUTION COPY ================================================================================ CREDIT AGREEMENT Dated as of February 27, 1997 among GFSI, INC. THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS and THE FIRST NATIONAL BANK OF CHICAGO, as Agent ================================================================================ TABLE OF CONTENTS ARTICLE I: DEFINITIONS.................................................................................

Gfsi Inc – 9 5/8% SENIOR SUBORDINATED NOTES DUE 2007 (March 28th, 1997)

-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- GFSI, Inc. ---------------------------------------- SERIES A AND SERIES B 9 5/8% SENIOR SUBORDINATED NOTES DUE 2007 ---------------------------------------- ------------------- INDENTURE DATED AS OF FEBRUARY 27, 1997 ------------------- FLEET NATIONAL BANK Trustee -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE

Gfsi Inc – MORTGAGE, SECURITY AGREEMENT, (March 28th, 1997)

Kansas MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES THIS MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES ("Mortgage") entered into as of the 27th day of February, 1997, by GFSI, INC., a Delaware corporation ("Mortgagor"), having its chief executive office at 9700 Commerce Parkway, Lenexa, Kansas 66219 in favor of THE FIRST NATIONAL BANK OF CHICAGO ("Mortgagee"), having an office at One First National Plaza, Chicago, Illinois 60670, as contractual representative for its benefit and for the benefit of the "Holders of Secured Obligations" as defined in that certain Credit Agreement (as amended, restated, modified, supplemented or substituted from time to time, the "Credit Agreement"), dated of even date herewith, by and among Mortgagor, Mortgagee and

Gfsi Inc – EMPLOYMENT AGREEMENT (March 28th, 1997)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the 27th day of February, 1997, is made by and between GFSI, INC., a Delaware corporation (the "Company"), and ROBERT M. WOLFF, an individual ("Executive"). W I T N E S S E T H: WHEREAS, Executive has been actively involved in the business of Winning Ways, Inc., a Missouri corporation ("Winning Ways"), as an employee, stockholder, officer and member of the Board of Directors; and WHEREAS, the Company and GFSI Holdings, Inc., a Delaware corporation ("Holdings"), collectively, have agreed to purchase all of the issued and outstanding shares of capital stock of Winning Ways pursuant to an Agreement for Purchase and Sale of Stock, dated January 24, 1997 (the "Purchase Agreement"), by and among the Company, Holdings and all the stockholders of Winning Ways; WHEREAS, in connection with the transactions contemplated by the Pu

Gfsi Inc – 9 5/8% Series A Senior Subordinated Note due 2007 (March 28th, 1997)

EXHIBIT 4.2 9 5/8% Series A Senior Subordinated Note due 2007 No.1 $124,173,000 CUSIP No. 361695AA7 GFSI, INC. promises to pay to Cede & Co. or registered assigns, the principal sum of one hundred and twenty-four million, one hundred and seventy-three thousand Dollars on March 1, 2007. Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 Dated: February 27, 1997 GFSI, INC. By: [illegible] -------------------------------------- Name: Title: Trustee's Certificate of Authentication Dated: February 27, 1997 This is one of the Notes referred to in t

Gfsi Inc – INDEMNIFICATION AGREEMENT (March 28th, 1997)

INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, dated as of February 27, 1997 ("this Agreement"), is executed by and among GFSI HOLDINGS, INC., a Delaware corporation ("Holdings"), GFSI, INC., a Delaware corporation ("GFSI"), and _________________________ ("Indemnitee"). Collectively, GFSI and Holdings shall be referred to from time to time as the "Companies." WITNESSETH WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors, executive officers, or in other capacities unless they are provided with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the current difficulties or virtual impossibility of obtaining adequate insurance and uncertainties relating to indemnification have in

Gfsi Inc – RESTRICTED ACCOUNT AGREEMENT (March 28th, 1997)

Execution Copy RESTRICTED ACCOUNT AGREEMENT ---------------------------- TO: The First National Bank of Chicago as contractual representative (the "Agent") under that certain Credit Agreement, dated as of February 27, 1997 (the "Credit Agreement"), among GFSI, Inc., a Delaware corporation (the "Borrower"), the Agent and those financial institutions from time to time parties thereto (the "Holders of Secured Obligations"). Ladies and Gentlemen: You have advised us that the Borrower has entered or will enter into the Credit Agreement and that in connection therewith the Borrower has granted to the Agent, for its benefit and the benefit of the Holders of Secured Obligations, a lien on and security interest in substantially all of the assets of the Borrower, including all of the accounts recei

Gfsi Inc – SUBSCRIPTION AND STOCKHOLDERS AGREEMENT (March 28th, 1997)

SUBSCRIPTION AND STOCKHOLDERS AGREEMENT THIS SUBSCRIPTION AND STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of the 27th day of February, 1997, is made and entered into by and among GFSI HOLDINGS, INC., a Delaware corporation whose address is 9 West 57th Street, Suite 4000, New York, New York 10019 (the "Company"), and the Persons whose names are set forth at the end of this Agreement. In order to capitalize the Company and to set forth certain rights and restrictions relating to the ownership of its securities, the parties hereto desire to enter into this Agreement. In consideration of the agreements, representations, warranties and indemnities hereinafter set forth, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Unless otherwise defined herein, capitalized terms used herein shall have the meaning given such terms below: 1.1 "Acquisition" m

Gfsi Inc – 9 5/8% SERIES B SENIOR SUBORDINATED NOTE DUE 2007 (March 28th, 1997)

REGISTERED REGISTERED NUMBER R GFSI, INC. 9 5/8% SERIES B SENIOR SUBORDINATED NOTE DUE 2007 CUSIP promises to pay to or registered assigns, the principal sum of DOLLARS on March 1, 2007. Interest Payment Dates: Record Dates: Dated : April , 1997 GFSI, INC. TRUSTEE'S CERTIFICATE OF AUTHENTICATION By: This is one of the Notes referred to in the within-mentioned Indenture: FLEET NATIONAL BANK, as Trustee By: Authorized Signatory 9 5/8% SERIES B SENIOR SUBORDINATED NOTE DUE 2007 1. INTEREST. GFSI, Inc. (the "Company ") promises to pay interes