Senior Subordinated Notes Due 2013



 Exhibit 4.11 
  
 8 7/8% [SERIES B]1 SENIOR SUBORDINATED NOTES DUE 2013 
  

	 No.                 
	 	$                
	 	 	CUSIP No.                     

  
 Perry Ellis
International, Inc., a Florida corporation, promises to pay to                         , or registered assigns the
principal amount of $                        
(                 Dollars) on September 15, 2013 
  
 Interest Payment Dates: March 15 and September 15, commencing March 15, 2004 
  
 Record Dates: March 1 and September 1 
  
 Reference is hereby made to the further provisions of this 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. 
  
  
  


	 	1	Only applies to Exchange Notes. 

  

 1 








 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly
authorized officers. 
  
  

	 PERRY ELLIS INTERNATIONAL, INC.

		
	 By:
	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 


  
 Dated:
                                        
    , 2003 
  
  
 Certificate of Authentication: 
  
  
 U.S. Bank Trust National Association, 
 as Trustee, certifies that this is one of 
 the Notes referred to in the within 
 mentioned Indenture. 
  

	 By:
	 	  


	 	 	 Authorized Signatory


  

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 GUARANTEE 
  
 Each of the undersigned (the “Subsidiary Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set
forth in the Indenture dated as of September 22, 2003, by and among Perry Ellis International, Inc., as issuer, the Subsidiary Guarantors and U.S. Bank Trust National Association, as Trustee (as amended, restated or supplemented from time to time,
the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, 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 Eleven of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of 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. 
  

The obligations of the Subsidiary Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. 
  
 [Signatures on Following Pages] 
  

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 IN WITNESS WHEREOF, each Subsidiary Guarantor has caused this Subsidiary Guarantee to be duly executed.

  
 Date: 
  

	SUBSIDIARY GUARANTORS
	
	 SUPREME INTERNATIONAL, INC., as Subsidiary
 Guarantor

		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	JANTZEN, INC., as Subsidiary Guarantor
		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	SALANT CORPORATION, as Subsidiary Guarantor
		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	 SALANT HOLDING CORPORATION, as
 Subsidiary Guarantor

		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	 JANTZEN APPAREL CORP., as Subsidiary
 Guarantor

		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 


  

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	PEI LICENSING, INC., as Subsidiary Guarantor
		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	 PERRY ELLIS REAL ESTATE CORPORATION,
 as Subsidiary Guarantor

		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	 SUPREME REAL ESTATE I, LLC, as Subsidiary
 Guarantor

		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	 SUPREME REAL ESTATE II, LLC, as Subsidiary
 Guarantor

		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	SUPREME REALTY, LLC, as Subsidiary Guarantor
		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 
	
	BBI RETAIL, L.L.C., as Subsidiary Guarantor
		
	By:	 	  


	 	 	Name:	 	 
	 	 	Title:	 	 


  

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 [Reverse of Note] 
  
 PERRY ELLIS INTERNATIONAL, INC. 
  
 8 7/8% [ Series B]2 Senior Subordinated Notes due 2013 
  
 1. Interest. Perry Ellis International, Inc., a Florida corporation
(the “Company”), promises to pay interest on the principal amount of this Note at 8 7/8%
per annum from September 22, 2003 until maturity; [provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note from and including the date on
which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured at a rate of 0.5% per annum with respect to the first 90-day period following such Registration Default, increasing by an
additional 0.5% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 1.5% per annum]3. The Company will pay interest semiannually on March 15 and September 15 of each year (each an “Interest Payment Date”), or if any such
day is not a Business Day, on the next succeeding Business Day. Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or, if no interest has been paid, from September 22, 2003, provided
that the first Interest Payment Date shall be March 15, 2004. The Company 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 equal to the interest rate then in effect; it shall pay interest 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. The Company shall pay interest on the Notes (except defaulted interest) to the persons who are registered holders of Notes at the close of business on the record date immediately preceding the Interest Payment
Date, even if such Notes are cancelled after the record date and on or before the Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal,
interest, premium and additional interest, if any, at the office or agency of the Company in New York maintained for such purposes, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the Paying Agent. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal of, premium, if any, and interest on the Notes in
money of the United States of America that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay such amounts by check payable in such money. It may mail an interest check to a Holder’s
registered address. 
  
 3. Paying Agent and Registrar.
Initially, the Trustee will act as Paying Agent and Registrar. The Company may change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
  
 4. Indenture. The Company issued the Notes under an Indenture dated as
of September 22, 2003 (the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).
Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the 
  


	 	2	Only applies to Exchange Notes. 


	 	3	Only applies to Existing Notes. 

  

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 Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which the Notes are
issued provides that an unlimited aggregate principal amount of Notes may be issued thereunder. 
  
 5. Guarantees. The Notes are general senior subordinated unsecured obligations of the Company. The Company’s obligation to pay principal,
premium, if any, and interest with respect to the Notes is unconditionally guaranteed on a senior subordinated basis, jointly and severally, by the Subsidiary Guarantors pursuant to Article Eleven of the Indenture. Certain limitations to the
obligations of the Subsidiary Guarantors are set forth in further detail in the Indenture. 
  
 6. Subordination. Each Holder by accepting this Note agrees, that payment of principal, premium, if any, and interest on (or any other Obligations relating to) the Notes is subordinated in right of payment, to
the extent and in the manner provided in Article Ten of the Indenture, to the prior payment in full in cash of all Senior Debt of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that
the subordination is for the benefit of the holders of Senior Debt. Each Holder by accepting this Note agrees, that any payment in respect of the Subsidiary Guarantee of each Subsidiary Guarantor is subordinated in right of payment, to the extent
and in the manner provided in Article Twelve of the Indenture, to the prior payment in full in cash of all Senior Debt of such Subsidiary Guarantor (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior Debt. 
  
 7. Optional Redemption. At any time prior to September 15, 2008, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an
integral multiple thereof, at a price equal to the greater of: (1) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest, if any, to the date of redemption, and (2) the sum of the present
values of the principal of the Notes being redeemed plus scheduled payments of interest (not including any portion of such payments of interest accrued as of the date of redemption) from the date of redemption to September 15, 2008 discounted to the
redemption date (assuming the Notes are redeemed on September 15, 2008) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, together with accrued and unpaid interest
if any, to the date of redemption. 
  
 At any time on or after
September 15, 2008, the Company may, at its option, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth
below, plus, in each case, accrued and unpaid interest and additional interest, if any, thereon to the applicable redemption date, if redeemed during the 12-month period beginning on September 15 of the years indicated below: 
  

	 Year

	  	Percentage

	 
	 2008
	  	104.4375	%
	 2009
	  	102.9583	%
	 2010
	  	101.4792	%
	 2011 and thereafter
	  	100.0000	%

  
 At any time and from time to time on
or prior to September 15, 2006, the Company may redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes), at a redemption price of 108.875% of the principal amount thereof, plus
accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of
one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of each
such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) any such redemption must occur within 75 days of the date of the closing of each such Equity Offering. 
  

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 If a redemption date is after an interest record date but on or prior to the corresponding Interest
Payment Date, the semi-annual payment of interest becoming due on such Interest Payment Date shall be payable to a Holder as of the relevant record date and the redemption price shall not include such interest payment. 
  
 8. No Mandatory Redemption. Other than as set forth in Sections 4.11
and 4.16 of the Indenture and clause (10) below, the Company shall not be required to make mandatory redemption payments or sinking fund payments with respect to the Notes. 
  
 9. Selection and Notice of Redemption. Notice of redemption will be mailed to the Holder’s registered address at
least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed. If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in integral multiples of $1,000 pro
rata, by lot or by any other method that the Trustee considers fair and appropriate; provided that if the Notes are listed on any securities exchange, that such method complies with the requirements of such exchange. Notes in
denominations larger than $1,000 may be redeemed in part. On and after the redemption date interest ceases to accrue on Notes or portions of them called for redemption (unless the Company shall default in the payment of the redemption price or
accrued interest). 
  
 10. Repurchase at Option of Holder.
(a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Company to repurchase all or any part (equal to $1,000 principal amount or an integral multiple thereof) of such Holder’s Notes pursuant to a Change
of Control Offer at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and additional interest, if any, thereon, to the date of purchase provided, however, that
notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this provision in the event that it has mailed the notice to exercise its right to redeem all of the Notes under the terms of
Section 3.07 of the Indenture at any time prior to the requirement to consummate the Change of Control Offer and redeems the Notes in accordance with such notice. Within 30 days following any Change of Control, or at the Company’s
option, prior to any Change of Control but after it is publicly announced, the Company will mail a notice to each Holder describing, among other things, the transaction or transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 90 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice that a Holder must
follow in order to have its Notes repurchased including that the Change of Control Offer is conditioned on the Change of Control occurring if the notice is mailed prior to a Change of Control. 
  
 (a) Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply an amount equal to such Net Proceeds at its option to (1) prepay, repay or repurchase Senior Debt and, if (A) the Senior Debt repaid is revolving credit Indebtedness, and (B) at the time of such Asset Sale and at the time of
such repayment, the Company is not permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Subsection 4.09(a) of the Indenture, correspondingly reduce commitments with respect
thereto or (2) to invest in (or enter into a legally binding agreement to invest in) or purchase Replacement Assets or to make a capital expenditure in or that is used or useful in a Permitted Business; provided, however, that if any
such legally binding agreement to invest such Net Proceeds is terminated, then the Company may, within 90 days of such termination or within 365 days after the receipt of any Net Proceeds from an Asset Sale, whichever is later, invest such Net
Proceeds as provided in clause (a) or (b) hereof. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the immediately preceding sentence shall constitute “Excess Proceeds.” Within 30 days after
the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an Asset Sale Offer to all Holders, and all holders of other Indebtedness that is pari passu with the Notes or any Subsidiary Guarantee containing
provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased out of
the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount of the Notes purchased plus accrued and unpaid interest and additional interest, if any, thereon, to the date of purchase, and shall be payable
in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other Pari
Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and

  

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 such other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero. 
  
 11. Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Notes selected for redemption. Also, it need
not transfer or exchange any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. 
  
 12. Persons Deemed Owners. The registered Holder of a Note may be treated as the owner of it for all purposes and neither the Company, any
Subsidiary Guarantor, the Trustee nor any Agent shall be affected by notice to the contrary. 
  
 13. Amendment, Supplement, Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes, and any existing default or noncompliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes. Without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or the Notes to: cure any ambiguity, defect, omission or inconsistency; provide for uncertificated
Notes in addition to or in place of certificated Notes; provide for the assumption of the Company’s or any Subsidiary Guarantor’s Obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of
the Company’s or such Subsidiary Guarantor’s assets pursuant to the provisions of Section 5.01 or Section 4.20 of the Indenture; to make any change that would provide any additional benefit or rights to the Holders or that
does not adversely affect the legal rights hereunder of any such Holder in any material respect; to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; to comply with
Section 4.19 of the Indenture, evidence and provide for the acceptance of appointment by a successor Trustee; provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date thereof;
or allow any Subsidiary of the Company or any of its Subsidiaries to execute a supplemental indenture to become a Subsidiary Guarantor or to execute a Subsidiary Guarantee with respect to the Notes. 
  
 14. Defaults and Remedies. If an Event of Default (other than an Event
of Default related to bankruptcy or insolvency of the Company, any Significant Subsidiary of the Company or any Subsidiaries of the Company that, taken together as a whole, would constitute a Significant Subsidiary) under the Indenture occurs and is
continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the unpaid principal of, premium, if any, accrued and unpaid interest and additional interest,
if any, on, all the Notes then outstanding to be due and payable, by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration such principal, premium, if
any, accrued and unpaid interest and additional interest, if any, shall become immediately due and payable; provided, however, that so long as any Obligations under any Credit Facilities shall be outstanding, the acceleration shall not be
effective until the earlier of (1) an acceleration of Indebtedness under such Credit Facilities or (2) five Business Days after receipt by the Company and the agent under such Credit Facilities of written notice of such declaration of acceleration
of the Notes. If an Event of Default related to bankruptcy or insolvency of the Company, any Significant Subsidiary of the Company or any Subsidiaries of the Company that, taken together as a whole, would constitute a Significant Subsidiary occurs,
all unpaid principal of, accrued interest and additional interest, if any, on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity and security satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Notes may direct the Trustee in its exercise of any trust or power. 
  
 15. Trustee Dealings with Company and Subsidiary Guarantors. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the
Company, the Subsidiary Guarantors or their respective Subsidiaries or Affiliates with the same rights it would have if it were not Trustee. 
  

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 16. Authentication. This Note shall not be valid until the Trustee or an authenticating agent
signs the certificate of authentication on the other side of this Note. 
  
 17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company will cause CUSIP numbers to be printed on the Notes as a convenience to Holders. No
representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 
  
 18. No Recourse Against Others. A director, officer, employee, incorporator or stockholder, as such, of the Company,
any Subsidiary Guarantor or the Trustee, shall not have any liability for any obligations of the Company, any Subsidiary Guarantor or the Trustee, under the Notes, the Indenture, the Subsidiary Guarantees or for any claim based on, in respect of or
by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. 
  
 19. 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). 
  
 20. This Note shall be governed by and construed in
accordance with the laws of the State of New York. 
  
 The Company
will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Perry Ellis International, Inc., 3000 NW 107th Avenue, Miami, Florida 33172, attention: General Counsel. 
  

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 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  
 I or we assign and transfer this Note to: 
  
  
  
  

 (Insert assignee’s social security or
tax I.D. no.) 
  
  
  
  
  
  

 (Print or type assignee’s name, address and zip code) 
  
 and irrevocably appoint
                                        
as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  
  
  
  
 Your
Signature:                                      
                                        
                          
 (Sign exactly as your name appears on the other side of this Note) 
  
  
  
 Your
Name:                                       
                  
  
 Date:                                     
                                
  
 Signature Guarantee:
                                        
                                        
                
 (Signature must be guaranteed by a
participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.) 
  

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 FORM OF OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Note purchased by the Company pursuant to
Section 4.11 or Section 4.16 of the Indenture, check the box:  ̈ 
  
 If you want to have only part of this Note purchased by the Company pursuant to Section 4.11 or Section 4.16
of the Indenture, state the amount (in integral multiples of $1,000): 
  
 $                                      
      
  
  
  
 Date:                                     

 
 Signature: 
 (Sign exactly as your name appears on the other side of this Note) 
  
  
  
 Name:                                     
                                        
                                        
                                        
                                        
        
  
  
  
 Signature Guarantee:
                                        
                                        
                
 (Signature must be guaranteed by a
participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.) 
  

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