MANAGEMENT AGREEMENT
This Management Agreement (this "Agreement") is made as of November
3, 1998 among Anvil Knitwear, Inc., a Delaware corporation ("Anvil"), Anvil
Holdings, Inc., a Delaware corporation ("Holdings"), Cottontops, Inc., a
Delaware corporation ("Cottontops", and together with Anvil, Holdings, and any
subsidiary hereinafter formed of any of them, the "Companies"), Bruckmann,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co., Inc., a Delaware corporation (the "Consultant").
WHEREAS, BRS, by and through its officers, employees, agents,
representatives and affiliates, has expertise in the areas of corporate
management, finance, investment, acquisitions and other matters relating to the
business of the Companies; and
WHEREAS, each of the Companies desires to avail themselves, for the
term of this Agreement, of the expertise of the Consultant in the aforesaid
areas (in which it acknowledges the expertise of the Consultant) in the manner
set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants and conditions herein set forth, the parties hereto agree as follows:
1. Appointment. Each of the Companies hereby appoints the Consultant
to render the advisory and consulting services described in Paragraph 2 hereof
for the term of this Agreement.
2. Services of the Consultant. The Consultant hereby agrees that
during the term of this Agreement, it shall render to the Companies by and
through its officers, employees, agents, representatives and affiliates as the
Consultant, in its sole discretion, shall designate from time to time, advisory
and consulting services in relation to the affairs of the Companies in
connection with strategic financial planning, and other services not referred to
in the next sentence including, without limitation, advisory and consulting
services in relation to the selection, supervision and retention of independent
auditors, the selection, retention and supervision of outside legal counsel, and
the selection, retention and supervision of investment bankers or other
financial advisors or consultants. It is expressly agreed that the services to
be performed under this Paragraph 2 shall not include investment banking or
other financial advisory services rendered by the Consultant to the Companies in
connection with acquisitions and divestitures by any of the Companies,
refinancings, initial public offerings, sales of stock by the Company, or a
transaction that constitutes a Sale of the Company under that certain
Stockholders Agreement, dated as of March 14, 1997, by and among Holdings, an
affiliate of the Consultant, and certain other parties (the "Stockholders
Agreement"); if any such services are rendered, the Consultant shall be entitled
to receive additional compensation for such services.
3. Fees. In consideration of the services contemplated by Paragraph
2, the Companies and their successors agree to pay, semi-annually in advance (on
March 15 and September 15 of each year), an aggregate per annum fee (the "Fee")
equal to $250,000 to the
Consultant, effective as of March 15, 1997 (with the March 15, 1997, September
15, 1997, and March 15, 1998 payments (for a total of $375,000) due and payable
on the date hereof and the September 15, 1998 payment due and payable on the
first day of the 1999 fiscal year). The Fee shall be paid in cash (including
check, bank draft, money order or wire transfer of immediately available funds).
4. Reimbursements. In addition to the Fee, the Companies shall, at
the direction of the Consultant, pay directly or reimburse the Consultant for
its reasonable Out-of-Pocket Expenses incurred in connection with the services
provided for in Paragraph 2 hereof. For the purposes of this Agreement, the term
"Out-of-Pocket Expenses" shall mean the amounts paid by the Consultant in
connection with the services provided for in Paragraph 2, including reasonable
(i) fees and disbursements of any independent professionals and organizations,
including independent auditors and outside legal counsel, investment bankers or
other financial advisors or consultants, (ii) costs of any outside services or
independent contractors such as financial printers, couriers, business
publication or similar services and (iii) transportation, per diem, telephone
calls, word processing expenses or any similar expense not associated with its
ordinary operations. All reimbursements for Out-of-Pocket Expenses shall be made
promptly upon or as soon as practicable after presentation by the Consultant to
the Companies and any of the Companies of the statement in connection therewith.
5. Indemnification. The Companies will indemnify and hold harmless
the Consultant and its officers, employees, agents, representatives and
affiliates (each being an "Indemnified Party") from and against any and all
losses, claims, damages and liabilities, joint or several, to which such
Indemnified Party may become subject under any applicable federal or state law,
or any claim made by any third party, or otherwise, to the extent they relate to
or arise out of the advisory and consulting services contemplated by this
Agreement or the engagement of the Consultant pursuant to, and the performance
by the Consultant of the services contemplated by this Agreement. The Companies
will reimburse any Indemnified Party for all reasonable costs and expense
(including reasonable attorneys' fees and expenses) as they are incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim for which the Indemnified Party would be entitled to
indemnification under the terms of the previous sentence, or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a party
hereto. None of the Companies will be liable under the foregoing indemnification
provision to the extent that any loss, claim, damage, liability, cost or expense
is determined by a court in a final judgment from which no further appeal may be
taken, to have resulted primarily from the gross negligence or willful
misconduct of the Consultant.
6. Term. This Agreement shall be in effect on the date hereof and
continue until March 15, 2007. The provisions of Paragraph 5 and otherwise as
the context so requires shall survive the termination of this Agreement.
7. Permitted Activities. Subject to applicable provisions of
Delaware law that impose fiduciary duties upon the Consultant or its partners or
affiliates, nothing herein shall in any way preclude the Consultant or its
respective officers, employees or affiliates from engaging in any business
activities or from performing services for their own account or for the account
of others, including for companies that may be in competition with the business
conducted by the Companies.
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8. General.
(a) No amendment or waiver of any provision of this Agreement, or
consent to any departure by either party from any such provision, shall in any
event be effective unless the same shall be in writing and signed by the parties
to this Agreement and then such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
(b) Any and all notices hereunder shall, in the absence of receipted
hand delivery, be deemed duly given when mailed, if the same shall be sent by
registered or certified mail, return receipt requested, and the mailing date
shall be deemed the date from which all time periods pertaining to a date of
notice shall run. Notices shall be addressed to the parties at the following
addresses:
If to the Companies:
Anvil Knitwear, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Chief Administrative Officer
With copies, which shall not constitute notice:
399 Venture Partners, Inc.
c/o Citicorp Venture Capital, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Bruckmann, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co., Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
If to the Consultant:
c/o Bruckmann, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co., Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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In any case, with copies to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
Citicorp Center
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
(c) This Agreement shall constitute the entire Agreement between the
parties with respect to the subject matter hereof, and shall supersede all
previous oral and written (and all contemporaneous oral) negotiations,
commitments, agreements and understandings relating hereto.
(d) THIS AGREEMENT SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES TO THIS AGREEMENT HEREBY
AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS
LOCATED IN THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
(e) This Agreement shall inure to the benefit of, and be binding
upon, the Companies and the Consultant and their respective successors and
assigns.
(f) This Agreement may be executed in two or more counterparts, and
by different parties on separate counterparts, each set of counterparts showing
execution by all parties shall be deemed an original, but all of which shall
constitute one and the same instrument.
(g) Each of the Companies shall cause their respective subsidiaries
and hereinafter formed or acquired to execute a counterpart to this Agreement,
thereby assuming the rights and obligations of a Company under this Agreement;
provided that the obligations of a subsidiary hereunder shall terminate at the
time such subsidiary is no longer a subsidiary of any of the Companies.
(h) The waiver by any party of any breach of this Agreement shall
not operate as or be construed to be a waiver by such party of any subsequent
breach.
(i) This Agreement may not be assigned by the Consultant except to
an affiliate; provided that under no circumstances may an entity that is not an
affiliate of the Consultant have the right to the benefits, or the obligations,
under this Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties have caused this Management
Agreement to be executed and delivered by their duty authorized officers or
agents as set forth below.
BRUCKMANN, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & CO., INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name:
Title:
ANVIL KNITWEAR, INC.
By:
---------------------------
Name:
Title:
ANVIL HOLDINGS, INC.
By:
---------------------------
Name:
Title:
COTTONTOPS, INC.
By:
---------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties have caused this Management
Agreement to be executed and delivered by their duty authorized officers or
agents as set forth below.
BRUCKMANN, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & CO., INC.
By:
---------------------------
Name:
Title:
ANVIL KNITWEAR, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ EVP
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Name:
Title:
ANVIL HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ VP
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Name:
Title:
COTTONTOPS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ VP
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Name:
Title:
