Exhibit 10.2.5 Investment and Deposit Agreement


                                   INVESTMENT
                                       AND
                                DEPOSIT AGREEMENT


                         Dated as of September 30, 1999


                                     between


                        Vestar Capital Partners III, L.P.

                                       and


                             BANK OF AMERICA, N. A.,
             in its capacity as Agent for the Lenders herein defined


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                                TABLE OF CONTENTS



SECTION 1 DEFINITIONS..........................................................1
         Section 1.1  Definitions..............................................1
         Section 1.2  Terms Generally..........................................2
         Section 1.3  Accounting Terms.........................................2


SECTION 2 MANDATORY INVESTMENTS................................................3
         Section 2.1  Leverage Reduction in Connection with Covenant Defaults..3
         Section 2.2  Leverage Reduction in Connection with Shirt Group Sale...3
         Section 2.3  Leverage Reduction in Bankruptcy.........................3
         Section 2.4  Limitation on Investment Obligations.....................4


SECTION 3 CONDITIONS...........................................................4
         Section 3.1  Conditions to Effectiveness..............................4


SECTION 4 DEPOSIT OF CAPITAL CALL NOTICES WITH AGENT...........................5
         Section 4.1  Deposit of Capital Call Notices..........................5


SECTION 5 REPRESENTATIONS AND WARRANTIES.......................................5
         Section 5.1  Existence and Power......................................5
         Section 5.2  Authorization............................................5
         Section 5.3  No Conflicts.............................................6
         Section 5.4  Consents.................................................6
         Section 5.5  Enforceable Obligations..................................6
         Section 5.6  Permitted Investment.....................................6
         Section 5.7  Venture Capital Operating Company........................6
         Section 5.8  Deposited Notices........................................6
         Section 5.9  Limitations on Actions...................................6


SECTION 6 AFFIRMATIVE COVENANTS................................................7
         Section 6.1  Outstanding Subscriptions................................7
         Section 6.2  General Partner..........................................7
         Section 6.3  Plan Assets, etc.........................................7
         Section 6.4  Receipt of the Funds Pursuant to the Deposited Notices...7
         Section 6.5  Partners and Pro Rata Shares.............................7


SECTION 7 NEGATIVE COVENANTS...................................................7
         Section 7.1  Limitations on Actions...................................7


SECTION 8 EVENTS OF DEFAULT....................................................7
         Section 8.1  Events of Default........................................7
         Section 8.2  Remedies.................................................8
         Section 8.3  Cash Collateral Account..................................8
         Section 8.4  Nature of Payments after Event of Default................9
         Section 8.5  Allocation of Payments after Event of Default............9
         Section 8.6  Receipt of the Funds Pursuant to the Deposited Notices...9


SECTION 9 MISCELLANEOUS.......................................................10
         Section 9.1  Notices.................................................10
         Section 9.2  Payments................................................10
         Section 9.3  Benefit of Agreement....................................10
         Section 9.4  No Waiver; Remedies Cumulative..........................10
         Section 9.5  Payment of Expenses, etc................................11
         Section 9.6  Amendments, Waivers and Consents........................11
         Section 9.7  Counterparts............................................11
         Section 9.8  Headings................................................11
         Section 9.9  Survival................................................11
         Section 9.10  Governing Law; Submission to Jurisdiction; Venue.......11
         Section 9.11  Severability...........................................12
         Section 9.12  Entirety...............................................12
         Section 9.13  Binding Effect; Termination............................12
         Section 9.14  Limitation on Recourse.................................12
         Section 9.15  Confidentiality........................................12

                                     ANNEXES

Exhibit A                  Form of Capital Call Notice
Exhibit B                  Terms of Subordination




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                                   INVESTMENT
                                       AND
                                DEPOSIT AGREEMENT

     THIS INVESTMENT AND DEPOSIT AGREEMENT,  dated as of September 30, 1999 (the
"Agreement"),  is  executed  and  entered  into by and  between  Vestar  Capital
Partners III, L.P., a Delaware  limited  partnership  (the "Fund"),  and Bank of
America,  N.A.  (formerly known as NationsBank,  N.A.), in its capacity as Agent
under the Credit Agreement hereinafter defined (in such capacity, the "Agent").

W I T N E S S E T H

     WHEREAS, Cluett American Corp. (the "Borrower"), Cluett American Investment
Corp. (the "Parent"),  Cluett American Group, Inc.  ("Interco"),  the Subsidiary
Guarantors  parties  thereto,  the Lenders parties thereto and Gleacher  NatWest
Inc., as  Documentation  Agent,  have entered into that certain Credit Agreement
dated as of May 18, 1998 and amended as of May 27,  1998,  December 18, 1998 and
March 19, 1999 (as so previously amended, the "Existing Credit Agreement"); and

     WHEREAS,  the  parties to the  Existing  Credit  Agreement  have  agreed to
further amend the Existing Credit Agreement by entering into that certain Fourth
Amendment, dated as of the date hereof (such amendment herein referred to as the
"Fourth  Amendment"  and,  together with the Existing  Credit  Agreement and any
further  amendments  entered into  subsequent  to the date  hereof,  the "Credit
Agreement"); and

     WHEREAS,  as of the date hereof,  the Fund is the  indirect and  beneficial
owner of a majority of the issued and outstanding shares of capital stock of the
Borrower; and

     WHEREAS,  as a condition to the effectiveness of the Fourth Amendment,  the
Lenders have required that the Fund enter into this Agreement with the Agent for
the ratable benefit of the Lenders;

     NOW, THEREFORE, for and in consideration of the mutual promises,  covenants
and representations and warranties  contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:


SECTION 1
DEFINITIONS

Section 1.1 Definitions.

     All capitalized terms not defined in this Agreement shall have the meanings
ascribed to such terms in the Credit Agreement.  As used in this Agreement,  the
following  terms  shall have the  meanings  specified  below  unless the context
otherwise requires:

          "Amendment  No. 4 Effective  Date" shall have the meaning  assigned to
     such term in the Fourth Amendment.

          "Capital  Call  Notice"  means a capital  call notice  satisfying  the
     requirements of Section 3.1 of the Partnership  Agreement and substantially
     in the form of Exhibit A attached hereto.

          "Cash Collateral Account" shall have the meaning assigned to such term
     in Section 9.2(b).

          "Credit  Agreement  Event of Default"  means any "Event of Default" as
     defined in the Credit Agreement.

          "Deposited  Notices" means a collective  reference to the Capital Call
     Notices  delivered by the Fund to the Agent  pursuant to Section 3.1(b) and
     maintained on deposit with the Agent as contemplated by Section 4.1.

          "Event of Default" means such term as defined in Section 8.1.

          "General  Partner"  means  Vestar  Associates  III,  L.P.,  a Delaware
     limited partnership, as general partner of the Fund.

          "Investment Commitment" means, at any time, (i) $30,000,000 minus (ii)
     the aggregate amount of prepayments made by the Borrower prior to such time
     pursuant to Section  3.3(b)(v)(B)  of the Credit  Agreement minus (iii) the
     aggregate  amount of payments  made by the Fund to  purchase  participation
     interests  in the Credit  Party  Obligations  outstanding  under the Credit
     Documents pursuant to Section 2.3(d).

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          "Limited Partners" means the limited partners of the Fund.

          "Mandatory Investment" means a capital contribution by the Fund to the
     Parent in Dollars and in funds immediately available to the Parent made for
     the purpose of enabling the Borrower to make a mandatory  prepayment of the
     Loans   outstanding   under  the  Credit  Agreement   pursuant  to  Section
     3.3(b)(v)(B) thereof.

          "Material  Adverse Effect" means a material  adverse effect on (i) the
     condition   (financial  or  otherwise),   operations,   business,   assets,
     liabilities  or results of operations of the Fund,  (ii) the ability of the
     Fund to perform any material  obligation  under this Agreement or (iii) the
     rights and remedies of the Agent under this Agreement.

          "Obligations"  means, with respect to the Fund, all Indebtedness,  all
     other obligations that would be reflected as liabilities on a balance sheet
     of the Fund and the purchase  price that the Fund  (directly or indirectly,
     including,  but not limited to,  through any Subsidiary of the Fund) or the
     General Partner has agreed,  pursuant to a binding contract, to pay for any
     investment or acquisition  that has not yet closed.  The Obligations of the
     Fund  at any  time  shall  include  the  obligations  of the  Fund  to make
     Mandatory  Investments (and other payments to the Agent pursuant to Section
     2.1,  Section  2.2 or  Section  2.3)  in an  amount  up to  the  Investment
     Commitment  at such time and any and all other payment  obligations  of the
     Fund to the Agent (on behalf of the Lenders) under this Agreement.

          "Partners" means a collective reference to the General Partner and the
     Limited Partners.

          "Partnership   Agreement"  means  that  certain  limited   partnership
     agreement, dated as of November 22, 1996, among the General Partner and the
     individuals and entities party thereto, as limited partners.

          "Plan  Asset  Regulations"  means the plan  asset  regulations  of the
     Department of Labor,  29 CFR  ss.2510.3-101  et seq.,  as amended,  and the
     advisory opinions and rulings issued thereunder.

          "Pro Rata Share" means,  with respect to any Partner,  such  Partner's
     share,  expressed as a percentage,  of the aggregate  obligations of all of
     the Partners to make capital  contributions  to the Fund in accordance with
     the terms of the Partnership Agreement.  The Pro Rata Share of each Partner
     shall  be  based  on the  proportion  that  such  Partner's  Total  Capital
     Commitment  bears to the aggregate Total Capital  Commitments of all of the
     Partners.  In determining  the Pro Rata Shares of the Partners for purposes
     of completing  Deposited  Notices as contemplated by Section 8.2, the Agent
     shall (and shall be entitled to) rely on the  information  delivered to the
     Agent  pursuant to Section  3.1(f)  unless the Fund shall have provided the
     Agent with  updated  information  regarding  Pro Rata  Shares  pursuant  to
     Section  6.5, in which case the Agent shall (and shall be entitled to) rely
     on such updated information.

          "Subsidiary"  means, at any time, (i) any corporation more than 50% of
     whose Equity  Interests of any class or classes having by the terms thereof
     ordinary  voting  power  to  elect  a  majority  of the  directors  of such
     corporation  (irrespective  of whether  or not at such  time,  any class or
     classes of such corporation shall have or might have voting power by reason
     of the  happening  of any  contingency)  is at such time owned by the Fund,
     directly or  indirectly  through  Subsidiaries,  and (ii) any  partnership,
     association,  joint venture or other entity of which the Fund,  directly or
     indirectly  through  Subsidiaries,  owns at such  time more than 50% of the
     Equity Interests.

          "Termination  Date" means the date 30 Business Days after the later of
     (i) the date that the  Credit  Parties  deliver  to the Agent the  Required
     Financial  Information  for the fiscal  quarter ended December 31, 2000 and
     (ii) the last day of any Leverage  Grace Period that is in effect as of the
     date described in the preceding clause (i).

          "Total Capital Commitment" means, with respect to any Limited Partner,
     an amount  equal to the total  amount of  capital  contributions  that such
     Limited  Partner is obligated to make to the Fund  pursuant to the terms of
     the Partnership Agreement.

Section 1.2 Terms Generally.

         All  references  herein to Articles,  Sections,  Exhibits and Schedules
shall be deemed  references  to  Articles  and  Sections  of, and  Exhibits  and

                                       2
<PAGE>
Schedules to, this Agreement  unless the context shall  otherwise  require.  For
purposes of  computation  of periods of time  hereunder,  the word "from"  means
"from  and  including"  and  the  words  "to"  and  "until"  each  mean  "to but
excluding."

Section 1.3 Accounting Terms.

         Except as otherwise  expressly  provided  herein,  all accounting terms
used herein shall be interpreted in accordance with GAAP.

SECTION 2
MANDATORY INVESTMENTS

Section 2.1 Leverage Reduction in Connection with Covenant Defaults.

                  (a) Prior to the  expiration  of each  Leverage  Grace  Period
         under the  Credit  Agreement  relating  to Credit  Agreement  Events of
         Default resulting from the failure of the Credit Parties to comply with
         Section  7.11(c) and/or Section  7.11(d) of the Credit  Agreement as of
         the end of any fiscal quarter occurring on or before December 31, 2000,
         the Fund shall,  subject to Section 2.1(d), make a Mandatory Investment
         in  the  amount  necessary  (after  giving  effect  to  any  concurrent
         prepayment pursuant to Section 3.3(b)(iii) of the Credit Agreement made
         with the proceeds of an Asset Disposition) to enable the Credit Parties
         to  cure  such  Credit  Agreement  Events  of  Default  in  the  manner
         contemplated by Section 7.11(f) of the Credit Agreement.

                  (b) In the event that, prior to the expiration of the Leverage
         Grace Period for any fiscal quarter,  either (i) the Fund shall fail to
         make the Mandatory  Investment  required pursuant to Section 2.1(a) for
         such fiscal  quarter or (ii) the proceeds of the  Mandatory  Investment
         required  pursuant to Section  2.1(a) for such  fiscal  quarter are not
         used, for any reason,  to prepay the Loans outstanding under the Credit
         Agreement in accordance with the terms of Section 3.3(b)(v)(B) thereof,
         the Fund,  subject to Section 2.1(d),  hereby promises to pay on demand
         to the Agent (for the ratable  benefit of the  Lenders) an amount equal
         to the amount of such required Mandatory Investment.

                  (c) All amounts paid by the Fund to the Agent pursuant to this
         Section  2.1 shall be applied by the Agent on behalf of the  Lenders to
         the prepayment of the Loans  outstanding  under the Credit Agreement in
         accordance with the terms of Section 3.3(b)(v)(B) thereof.

                  (d)  Notwithstanding  any  provision  to contrary set forth in
         this Section 2.1,  the  obligations  of the Fund under this Section 2.1
         automatically  shall be  terminated  upon  the  making  of a  Mandatory
         Investment (or a payment to the Agent)  pursuant to, and satisfying the
         requirements of, Section 2.2 or Section 2.3.

Section 2.2 Leverage Reduction in Connection with Shirt Group Sale.

                  (a)   Concurrently   with  the   consummation   prior  to  the
         Termination   Date  of  any   Asset   Disposition   involving   all  or
         substantially  all of the Shirt  Group  while a Sale  Moratorium  is in
         effect,  the Fund shall,  subject to Section  2.2(d),  make a Mandatory
         Investment in the amount,  if any,  necessary to enable the Borrower to
         prepay  the  Loans  pursuant  to  Section  3.3(b)(iii)  and/or  Section
         3.3(b)(v)(B) of the Credit Agreement by an amount  sufficient to enable
         the Credit Parties to comply with the financial ratio  requirements set
         forth in Section  8.5(c)(ii)(A)  of the Credit  Agreement in the manner
         contemplated by Section 8.5(c)(ii)(B) of the Credit Agreement.

                  (b) In the event  that  either (i) the Fund shall fail to make
         any  Mandatory  Investment  when due as  required  pursuant  to Section
         2.2(a)  or (ii)  the  proceeds  of the  Mandatory  Investment  required
         pursuant to this Section  2.2(a) for such fiscal  quarter are not used,
         for any  reason,  to prepay  the  Loans  outstanding  under the  Credit
         Agreement in accordance with the terms of Section 3.3(b)(v)(B) thereof,
         the Fund,  subject to Section 2.2(d),  hereby promises to pay on demand
         to the Agent (for the ratable  benefit of the  Lenders) an amount equal
         to  the  amount  necessary  (after  giving  effect  to  any  concurrent
         prepayment pursuant to Section 3.3(b)(iii) of the Credit Agreement made
         with  the  proceeds  of  any  Asset   Disposition   involving   all  or
         substantially  all of the Shirt Group) to enable the Credit  Parties to
         comply  with the  financial  ratio  requirements  set forth in  Section
         8.5(c)(ii)(A)  of the Credit  Agreement in the manner  contemplated  by
         Section 8.5(c)(ii)(B) of the Credit Agreement.

                  (c) All amounts paid by the Fund to the Agent pursuant to this

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         Section  2.2 shall be applied by the Agent on behalf of the  Lenders to
         the prepayment of the Loans  outstanding  under the Credit Agreement in
         accordance with the terms of Section 3.3(b)(v)(B) thereof.

                  (d)  Notwithstanding  any  provision  to contrary set forth in
         this Section 2.2,  the  obligations  of the Fund under this Section 2.2
         automatically  shall be  terminated  upon  the  making  of a  Mandatory
         Investment (or a payment to the Agent)  pursuant to, and satisfying the
         requirements of, Section 2.3.

Section 2.3 Leverage Reduction in Bankruptcy.

          Notwithstanding any provision to contrary set forth in this Agreement:

                  (a) The  obligations of the Fund under Section 2.1 and Section
         2.2 shall not be satisfied by the making of a Mandatory  Investment (or
         any other capital contribution to or investment in the Parent or any of
         the   Consolidated   Parties)  at  any  time  after  the  Business  Day
         immediately  preceding  the  first  day that a  Bankruptcy  Event  with
         respect to the Parent or the Borrower shall have occurred.

                  (b) If a  Bankruptcy  Event with  respect to the Parent or the
         Borrower  shall have occurred and be continuing at a time when the Fund
         is required to make a Mandatory Investment hereunder, the Fund, in lieu
         of the  obligations  of the Fund under  Section  2.1 and  Section  2.2,
         hereby  promises  to pay to the Agent (for the  ratable  benefit of the
         Lenders),  on the date that such Mandatory  Investment  otherwise would
         have been  required  in  accordance  with the terms of  Section  2.1 or
         Section  2.2,  as  applicable,  an  amount  equal to the  amount of the
         Mandatory Investment that otherwise would have been so required.

                  (c) In the event  that,  after the  occurrence  and during the
         continuance  of a  Bankruptcy  Event with  respect to the Parent or the
         Borrower,  the  Credit  Parties  shall  fail to  deliver  the  Required
         Financial Information to the Agent for any fiscal quarter in compliance
         with  requirements  of  Section  7.1 of the Credit  Agreement  and such
         default shall continue unremedied for a period of at least 45 days, the
         Fund  hereby  promises  to pay on demand to the Agent (for the  ratable
         benefit of the Lenders) an amount equal to the Investment Commitment at
         such time.

                  (d) All amounts paid by the Fund to the Agent pursuant to this
         Section 2.3 immediately  shall be applied by the Agent (for the ratable
         benefit  of the  Lenders)  to pay for the  purchase  by the  Fund of an
         undivided,  non-voting  participation  interest  in  the  Credit  Party
         Obligations  then  outstanding  under the Credit  Documents  on a basis
         subordinated  in right of payment to the Credit Party  Obligations  and
         the Senior  Subordinated Debt on substantially the terms and conditions
         set forth on Exhibit B.

Section 2.4 Limitation on Investment Obligations.

         Notwithstanding  any provision to contrary set forth in this Agreement,
the Fund shall not be obligated at any time to make  Mandatory  Investments  (or
any other payments to the Agent pursuant to Section 2.1,  Section 2.2 or Section
2.3) in an amount in excess of the Investment Commitment at such time.


SECTION 3
CONDITIONS

Section 3.1 Conditions to Effectiveness.

         This Agreement shall become  effective on the Amendment No. 4 Effective
Date  provided the  following  conditions  are  satisfied in form and  substance
reasonably acceptable to the Agent:

                  (a)  Execution of this  Agreement.  Receipt by the Agent of an
         executed copy of this Agreement signed by a duly authorized  officer of
         the General Partner.

                  (b)  Deposited  Notices.  Receipt by the Agent of an  original
         Capital Call Notice for each Limited Partner,  in each case executed by
         the  General  Partner and  uncompleted  in respect of the amount of the
         total capital  contribution  to be made by all of the Limited  Partners
         pursuant  to such  Capital  Call  Notices  and the  applicable  Limited
         Partner's Pro Rata Share of such total capital contribution.

                  (c) Legal  Opinion.  Receipt  of a legal  opinion  of  Simpson
         Thacher  &  Bartlett,  counsel  for the  Fund,  in form  and  substance
         reasonably satisfactory to the Agent.

                  (d)  Partnership  Documents.  Receipt  by  the  Agent  of  all
         documents  reasonably  requested by the Agent relating to the existence

                                       4
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         of the Fund,  the  enforceability  of this  Agreement and the Deposited
         Notices  and other  matters  relating  thereto,  in form and  substance
         satisfactory to the Agent, including, but not limited to:

                           (i)  Certificates of  Authorization.  Certificates of
                  authorization of the General Partner as of the Amendment No. 4
                  Effective Date,  approving and adopting this Agreement and the
                  delivery  of  the  Deposited   Notices  and   authorizing  the
                  execution  and  delivery  thereof  by the  General  Partner on
                  behalf of the Fund.

                           (ii) Partnership  Agreement.  A copy, certified by an
                  officer  of the  general  partner  of the  General  Partner on
                  behalf of the Fund as true and  complete,  of the  Partnership
                  Agreement, together with all amendments thereto, if any.

                           (iii)   Incumbency    Certificate.    An   incumbency
                  certificate  of the President or any duly  authorized  officer
                  and  Secretary of the general  partner of the General  Partner
                  who will be executing this Agreement, any Deposited Notice, or
                  any other document,  instrument or certificate to be delivered
                  pursuant to the terms hereof  (including  the name,  title and
                  signature of each such officer).

                  (e)  Total  Capital  Commitments.  Receipt  by the  Agent of a
         certificate  executed  by an  officer  of the  general  partner  of the
         General   Partner  on  behalf  of  the  Fund,  in  form  and  substance
         satisfactory  to the Agent,  stating that the  aggregate  Total Capital
         Commitments of all Limited Partners as of the Amendment No. 4 Effective
         Date equals or exceeds the sum of (i) the  Investment  Commitment  plus
         (ii) all other Obligations of the Fund.

                  (f) Partners  and Pro Rata  Shares.  Receipt by the Agent of a
         certificate  executed  by an  officer  of the  general  partner  of the
         General   Partner  on  behalf  of  the  Fund,  in  form  and  substance
         satisfactory to the Agent, setting forth a list of Limited Partners and
         their  respective  Pro Rata Shares as of the  Amendment No. 4 Effective
         Date. Except as otherwise permitted under Section 9.15, the information
         contained in the certificate  delivered to the Agent as contemplated by
         this  Section  3.1(f)  shall not be disclosed by the Agent to any other
         Person (including,  without limitation,  the Lenders) without the prior
         written consent of the Fund.


SECTION 4
DEPOSIT OF CAPITAL CALL NOTICES WITH AGENT

Section 4.1 Deposit of Capital Call Notices.

         The Fund hereby agrees that each of the Capital Call Notices  delivered
by the Fund to the Agent  pursuant to Section  3.1(b) shall be held by the Agent
on deposit and shall be delivered  by the Agent to the  Partners  only under the
circumstances  contemplated  by, and otherwise in accordance  with the terms of,
Section 8.2.


SECTION 5
REPRESENTATIONS AND WARRANTIES

         The Fund hereby  represents  and warrants to the Agent (for the benefit
of the Lenders) that:

Section 5.1 Existence and Power.

                  (a) Each of the  Fund and the  General  Partner  is a  limited
         partnership duly organized, validly existing and in good standing under
         the laws of the State of Delaware, and is in good standing as a foreign
         limited  partnership in each other  jurisdiction where ownership of its
         properties  or the conduct of its  business  requires it to be so other
         than in such  jurisdictions  where failure to be in good standing could
         not reasonably be expected to have a Material  Adverse Effect,  and has
         all power and authority under such laws and its  partnership  agreement
         and all material governmental  licenses,  authorizations,  consents and
         approvals required to carry on its business as now conducted.

                  (b) The  general  partner of the  General  Partner (i) is duly
         incorporated,  validly  existing and in good standing under the laws of
         the state of its  incorporation,  (ii) has all corporate power pursuant
         to proper  authorization  to enable it to act as the general partner of
         the  General  Partner  and to enter into this  Agreement  on the Fund's
         behalf,  and  (iii) is duly  qualified  to do  business  and is in good
         standing  in  each  other  jurisdiction  where  it  is  required  to be
         qualified  in  order  to act  as the  general  partner  of the  General
         Partner,  other than in such  jurisdiction  where the  failure to be so
         qualified and in good standing could not reasonably be expected to have

                                       5
<PAGE>
         a Material Adverse Effect.

Section 5.2 authorization.

         The Fund has the  partnership or other  necessary  power and authority,
and the legal right, to enter into this Agreement and to perform its obligations
hereunder and consummate the transactions  contemplated hereby and has by proper
action duly  authorized  the  execution  and delivery of this  Agreement and the
Deposited Notices. Without limiting the generality of the above, the Fund has by
proper  action duly  authorized  (i) the  execution  and delivery of one or more
Capital  Call Notices to each  Partner in order to fund the  obligations  of the
Fund to make Mandatory  Investments (and other payments to the Agent pursuant to
Section 2.1,  Section 2.2 or Section 2.3) in  accordance  with the terms of this
Agreement,  (ii) the  depositing  of such Capital Call Notices with the Agent in
the manner contemplated by Section 4.1 and (iii) the authorizing of the Agent to
complete  and  deliver  such  Capital  Call  Notices  on  behalf  of the Fund in
accordance with the terms of Section 8.2.

Section 5.3 No Conflicts.

         Neither  the  execution   and  delivery  of  this   Agreement  nor  the
consummation of the  transactions  contemplated  herein,  nor performance of and
compliance  with the terms and  provisions  hereof  will (i) violate or conflict
with any provision of the Partnership  Agreement or other  governance  document,
(ii) violate any material law, regulation,  order, writ,  judgment,  injunction,
decree or permit  applicable to it, (iii)  violate or conflict with  contractual
provisions  of,  or cause  an  event  of  default  under,  any  indenture,  loan
agreement, mortgage, deed of trust, contract or other agreement or instrument to
which it is a party or by which it may be bound,  the  violation  of which could
reasonably  be expected  to have a Material  Adverse  Effect,  (iv) result in or
require  the  creation  of any  lien,  security  interest  or  other  charge  or
encumbrance  (other  than  those  contemplated  in or in  connection  with  this
Agreement) upon or with respect to the Fund's properties.

Section 5.4 Consents.

         No   consent,   approval,   authorization   or  order  of,  or  filing,
registration or qualification with, any court or Governmental Authority or other
Person is required in connection with the execution,  delivery or performance of
this Agreement or with the execution and delivery of the Deposited Notices.

Section 5.5 Enforceable Obligations.

         This  Agreement  has been duly  executed and  delivered by the Fund and
constitutes  legal,  valid and binding  obligations of the Fund,  enforceable in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
fraudulent conveyance,  reorganization,  moratorium or laws affecting creditors'
rights  generally  and subject to general  principles  of equity,  regardless of
whether considered in proceedings in equity or at law and by an implied covenant
of good faith and fair dealing.

Section 5.6 Permitted Investment.

         (a) The  incurrence  of the  obligations  of the Fund set forth in this
Agreement  and the  making by the Fund of any  Mandatory  Investment  (and other
payments to the Agent  pursuant to Section 2.1,  Section 2.2 or Section 2.3) are
permitted by the Partnership  Agreement,  and (b) the Limited  Partners shall be
obligated to make additional capital contributions (each in a pro rata amount in
proportion to such Limited  Partner's Total Capital  Commitment) for the purpose
of  providing  funds to or for the  account of the Fund in an  aggregate  amount
sufficient to pay in full the amount  required to satisfy the  obligation of the
Fund to make Mandatory  Investments (and other payments to the Agent pursuant to
Section 2.1,  Section 2.2 or Section  2.3) in an  aggregate  amount of up to the
Investment Commitment, if so requested by the General Partner.

Section 5.7 Venture Capital Operating Company.

         The Fund is a venture capital  operating  company within the meaning of
the Plan Asset  Regulations,  or, the Fund satisfies another exception under the
Plan Asset  Regulations  such that the assets of the Fund are not "plan  assets"
within the meaning and as defined in the Plan Asset Regulations.

Section 5.8 Deposited Notices.

         Each Deposited Notice, when completed by the Agent and delivered by the
Agent to the applicable  Limited Partner in accordance with the terms of Section
8.2 and the  definition  of "Pro Rata Share" set forth in Section 1.1, will give
rise to a legal,  valid  and  binding  obligation  on the  part of such  Limited
Partner  to pay  such  Limited  Partner's  Pro  Rata  Share  of  each  Mandatory
Investment (and each other payment to the Agent pursuant to Section 2.1, Section
2.2 or Section 2.3), enforceable against such Limited Partner in accordance with
the terms of such Deposited Notice and the Partnership Agreement.

Section 5.9 Limitations on Actions.

         The Fund is not aware of any event or  condition  that could (i) have a

                                       6
<PAGE>
material  adverse  effect on the ability of the Fund to perform its  obligations
under this Agreement,  (ii) render invalid or unenforceable any of the Deposited
Notices or (iii) otherwise  modify the obligations of any of the Partners and/or
any Person becoming Partners  subsequent to the date hereof which arise upon the
due delivery of, and as contemplated by, the Deposited Notices.

SECTION 6
AFFIRMATIVE COVENANTS

         The Fund hereby  covenants and agrees that so long as this Agreement is
in effect:

Section 6.1 Outstanding Subscriptions.

         At all times prior to the  termination  of this Agreement in accordance
with the terms of Section 9.13, the Fund will cause the aggregate  Total Capital
Commitments  of all  Limited  Partners  to  equal or  exceed  the sum of (i) the
Investment Commitment plus (ii) all other Obligations of the Fund.

Section 6.2 General Partner.

         The Fund will  cause (i) Vestar  Associates  III,  L.P.  to be the sole
general partner of the Fund at all times and (ii) Vestar Associates  Corporation
III to be the sole general partner of the General Partner at all times.

Section 6.3 Plan Assets, etc.

         The Fund shall at all times either (i) be a venture  capital  operating
company  within  the  meaning  of the Plan Asset  Regulations,  or (ii)  satisfy
another  exception under the Plan Asset  Regulations such that the assets of the
Fund are not "plan  assets"  within the meaning and as defined in the Plan Asset
Regulations.

Section 6.4 Receipt of the Funds Pursuant to the Deposited Notices.

         Immediately  upon  receipt  by the  Fund  or any of its  Affiliates  of
payment by any Limited Partner in respect of a Deposited Notice delivered by the
Agent  pursuant to Section  8.2,  the Fund shall (i) notify the Agent in writing
specifying  the Limited  Partner  making such payment and the amount thereof and
(ii) forward,  or cause to be forwarded,  the funds representing such payment to
the Parent.

Section 6.5 Partners and Pro Rata Shares.

         Upon the  reasonable  request of the Agent from time to time,  the Fund
shall  promptly  deliver to the Agent an updated  list of Limited  Partners  and
their respective Pro Rata Shares, certified by an officer of the general partner
of the General Partner on behalf of the Fund as true and complete.


SECTION 7
NEGATIVE COVENANTS

Section 7.1 Limitations on Actions.

         So long as this  Agreement is in effect,  the Fund covenants and agrees
that it shall not take any action that could (i) render invalid or unenforceable
any of the Deposited  Notices or (ii) otherwise modify the obligations of any of
the Partners and/or any Person becoming  Partners  subsequent to the date hereof
which arise upon the due  delivery  of, and as  contemplated  by, the  Deposited
Notices.


SECTION 8
EVENTS OF DEFAULT

Section 8.1 Events of Default.

         An Event of  Default  shall  exist  upon the  occurrence  of any of the
following specified events (each an "Event of Default"):

          (a)  Payment.  The Fund shall  default in the payment  when due of any
     amounts owing under Section 2.1, Section 2.2 or Section 2.3; or

          (b) Representations. Any representation, warranty or statement made or
     deemed to be made herein or in any  statement or  certificate  delivered or
     required to be delivered pursuant hereto shall prove untrue in any material
     respect on the date as of which it was deemed to have been made; or

          (c) Covenants.

                           (i)      Default in the due  performance  or
                                    observance  of any term,  covenant or

                                       7
<PAGE>
                                    agreement  contained in Section 6 or
                                    Section 7, or

                           (ii)     Default in the due  performance or
                                    observance by it of any  term,  covenant  or
                                    agreement  (other  than  those referred to
                                    in subsections  (a), (b) or (c)(i) of this
                                    Section 8.1)  contained  in this  Agreement
                                    and such default shall continue unremedied
                                    for a period of at least 30 days after the
                                    earlier  of an  officer  of the  Fund
                                    becoming  aware of such default or notice
                                    thereof by the Agent; or

          (d) Effectiveness of Documents. This Agreement or any of the Deposited
     Notices shall fail to be in full force and effect or to give the Agent (for
     the benefit of the  Lenders) any  material  part of the rights,  powers and
     privileges purported to be created hereby; or

          (e)  Bankruptcy,  etc. A Bankruptcy  Event shall occur with respect to
     the Fund; or

          (f) Defaults under Other Agreements.  With respect to any Indebtedness
     (other than  Indebtedness  outstanding  under this  Agreement or the Credit
     Agreement) in excess of $20 million in the  aggregate for the Fund,  (A)(1)
     the Fund shall default in any payment  (beyond the applicable  grace period
     with respect thereto, if any) with respect to any such Indebtedness, or (2)
     the  occurrence  and   continuance  of  a  default  in  the  observance  or
     performance relating to such Indebtedness or contained in any instrument or
     agreement  evidencing,  securing or relating thereto, or any other event or
     condition  shall occur or condition  exist,  the effect of which default or
     other event or condition is to cause,  or permit,  the holder or holders of
     such  Indebtedness (or trustee or agent on behalf of such holders) to cause
     (determined  without  regard  to  whether  any  notice  or lapse of time is
     required),  any  such  Indebtedness  to  become  due  prior  to its  stated
     maturity;  or (B) any such Indebtedness  shall be declared due and payable,
     or required  to be prepaid  other than by a  regularly  scheduled  required
     prepayment,  prior to the stated maturity thereof; provided,  however, that
     notwithstanding  the foregoing,  no Default or Event of Default shall exist
     under  this  Section  8.1(f)  with  respect  to a  default  which  is being
     contested in good faith by appropriate proceedings; or

          (g) Judgments.  The Fund shall fail within 30 days of the date due and
     payable to pay, bond or otherwise  discharge  any  judgment,  settlement or
     order for the payment of money (to the extent not paid or fully  covered by
     insurance  provided by a carrier who has acknowledged  coverage and has the
     ability to perform) which  judgment,  settlement or order,  when aggregated
     with all other such judgments, settlements or orders due and unpaid at such
     time, exceeds $20 million,  and which is not stayed on appeal (or for which
     no motion for stay is pending) or is not otherwise being executed.

          (h)  Non-Delivery  of Financial  Statements.  The Credit Parties shall
     fail to deliver the  Required  Financial  Information  to the Agent for any
     fiscal quarter in compliance  with the  requirements  of Section 7.1 of the
     Credit Agreement and such failure shall continue unremedied for a period of
     at least 45 days.

Section 8.2 Remedies.

         Upon the occurrence and during the continuance of any Event of Default,
the Agent may, and shall be authorized  to: (i) declare the unpaid amount of any
of the Fund's  obligations  arising  under this  Agreement  (including,  without
limitation,  the Fund's  obligations  under Section 2.1, Section 2.2 and Section
2.3) to be due,  whereupon the same shall be immediately due and payable without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby waived by the Fund; (ii) complete  appropriate  Deposited Notices for the
Limited  Partners  based on each  Limited  Partner's  Pro Rata Share of the then
current amount of the Investment Commitment; and (iii) after at least 2 Business
Days'  prior  written  notice  thereof  by the Agent to the Fund,  deliver  such
Deposited  Notices to the Limited  Partners.  The rights of the Agent under this
Section 8.2 are independent and in addition to such rights as the Agent may have
at law or in equity or otherwise based on the failure of the Fund to perform any
covenant,  agreement or undertaking made by it in this Agreement,  including the
right to seek  specific  performance  of such  covenant or agreement or seek any
other equitable relief.

                                       8
<PAGE>
Section 8.3 Cash Collateral Account.

         To the  extent  that  payments  made  by the  Fund  (including  capital
contributions  made by the  Partners)  pursuant to the exercise of rights by the
Agent  under  Section  8.2 exceed  the  amounts  necessary  to enable the Credit
Parties from time to time to (A) cure Credit  Agreement Events of Default in the
manner  contemplated  by Section  2.1 hereof and  Section  7.11(f) of the Credit
Agreement, (B) comply with the financial ratio requirements set forth in Section
8.5(c)(ii)(A) of the Credit Agreement in the manner  contemplated by Section 2.2
hereof and  Section  8.5(c)(ii)(B)  of the Credit  Agreement  or (C) satisfy the
obligations of the Fund to purchase a participation interest in the Credit Party
Obligations  outstanding under the Credit Documents in accordance with the terms
of  Section  2.3  hereof,  such  amounts  shall  be held by the  Agent in a cash
collateral  account  subject to the sole  dominion and control of the Agent (the
"Cash Collateral Account") until this Agreement is terminated in accordance with
the terms of Section 9.13.  The Agent shall charge the Cash  Collateral  Account
from time to time for the payment  when due of all  amounts  payable by the Fund
hereunder. Any balance remaining in the Cash Collateral Account at the time that
this  Agreement is terminated in accordance  with the terms of this Section 9.13
promptly  shall be turned  over by the  Agent to the Fund in such  manner as the
Fund at the time shall specify to the Agent. At the request of the Fund, amounts
on deposit in the Cash Collateral Account shall be invested by the Agent in Cash
Equivalents.  Any income earned on such Cash Equivalents will be for the account
of the Fund and shall be distributed not less than quarterly by the Agent to the
Fund. To the extent that any loss is incurred in respect of such  investments by
the Agent on behalf of the Fund,  the Fund not less than  quarterly will deliver
to the Agent,  for deposit in the Cash Collateral  Account,  additional  amounts
sufficient to offset such losses.  Notwithstanding any provision to the contrary
set forth in this  Section  8.3,  to the extent that funds are on deposit in the
Cash  Collateral  Account  solely as a result of the  exercise  of rights by the
Agent  under  Section  8.2 due to the  occurrence  of an Event of Default  under
Section 8.1(h),  such funds promptly shall be turned over by the Agent (less any
amounts  then due and  payable by the Fund under  Section  2.1,  Section  2.2 or
Section 2.3) to the Fund (in such manner as the Fund shall specify to the Agent)
if such Event of Default is thereafter cured.

Section 8.4 Nature of Payments after Event of Default.

         All  amounts  collected  or  received by the Agent from the Fund or any
Partner  pursuant to or in  connection  with this  Agreement  and the  Deposited
Notices at a time that no  Bankruptcy  Event  with  respect to the Parent or the
Borrower  shall have  occurred and be  continuing  shall be deemed to constitute
proceeds of a Sponsor Equity Issuance.  All amounts collected or received by the
Agent  from the Fund or any  Partner  pursuant  to or in  connection  with  this
Agreement  and the  Deposited  Notices  at a time that a  Bankruptcy  Event with
respect to the Parent or the  Borrower  shall have  occurred  and be  continuing
shall be deemed to  constitute  payment by the Fund of the purchase  price for a
participation  interest in the Credit Party  Obligations  outstanding  under the
Credit Documents on the terms described in Section 2.3(d).

Section 8.5 Allocation of Payments after Event of Default.

         Notwithstanding any other provisions of this Agreement to the contrary,
after the  occurrence  and during the  continuance  of an Event of Default,  all
amounts collected or received by the Agent from the Fund or any Partner pursuant
to or in  connection  with this  Agreement  and the  Deposited  Notices shall be
applied by the Agent (i) with respect to amounts payable pursuant to Section 2.1
or Section  2.2, to the  prepayment  of the Loans  outstanding  under the Credit
Agreement in accordance with the terms of Section  3.3(b)(v)(B)  thereof or (ii)
with respect to amounts payable pursuant to Section 2.3, to pay for the purchase
by the  Fund  of a  participation  interest  in  the  Credit  Party  Obligations
outstanding  under the  Credit  Documents  (on the terms  described  in  Section
2.3(d)); provided, however, that funds on deposit in the Cash Collateral Account
shall not be available to the Agent or the Lenders for  prepayment  of the Loans
pursuant to this Section 8.5 except to the extent that such funds are  necessary
to enable  the Credit  Parties  from time to time (i) to cure  Credit  Agreement
Events of Default in the manner  contemplated  by Section 2.1 hereof and Section
7.11(f)  of the  Credit  Agreement,  (ii) to  comply  with the  financial  ratio
requirements  set forth in Section  8.5(c)(ii)(A) of the Credit Agreement in the
manner  contemplated  by Section  2.2 hereof and  Section  8.5(c)(ii)(B)  of the
Credit  Agreement or (iii) to satisfy the  obligations of the Fund to purchase a
participation  interest in the Credit Party  Obligations  outstanding  under the
Credit Documents in accordance with the terms of Section 2.3.

Section 8.6 Receipt of the Funds Pursuant to the Deposited Notices.

         The Agent  agrees  that,  promptly  after  receipt  by the Agent of any
capital  contribution  by any Limited  Partner  pursuant to the  exercise of the
Agent's  rights under Section 8.2, the Agent shall notify the Fund of the amount
of such capital contribution and the identity of the Limited Partner making such
capital contribution.

                                       9
<PAGE>
SECTION 9
MISCELLANEOUS

Section 9.1 Notices.

         Except as otherwise  expressly  provided herein,  all notices and other
communications  shall have been duly  received and shall be  effective  (i) when
delivered, (ii) when transmitted via telecopy (or other facsimile device) to the
number set out below, (iii) the day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (iv)
the third  Business Day following the day on which the same is sent by certified
or registered mail,  postage prepaid,  in each case to the respective parties at
the address  set forth below or at such other  address as such party may specify
by written notice to the other parties hereto:

                  if to the Fund:

                           Vestar Capital Partners III, L.P.
                           245 Park Avenue
                           41st Floor
                           New York, New York  10167
                           Attn:  Norman W. Alpert
                           Telephone:  (212) 351-1606
                           Telecopy:  (212) 808-4922

                           with copies to:

                           Vestar Capital Partners III, L.P.
                           245 Park Avenue
                           41st Floor
                           New York, New York  10167
                           Attn:  Brian P. Schwartz
                           Telephone:  (212) 351-1651
                           Telecopy:  (212) 808-4922

                           and

                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, New York  10017
                           Attn:  Marissa Wesely
                           Telephone:  (212) 455-7173
                           Telecopy:  (212) 455-2502

                  if to the Agent:

                           Bank of America, N.A.
                           100 North Tryon Street
                           Bank of America Corporate Center, 13th Floor
                           NC1-007-13-06
                           Charlotte, North Carolina  28255
                           Attn:  Leesa Sluder
                           Telephone:  (704) 388-8330
                           Telecopy:   (704) 386-1270

Section 9.2 Payments.

         Except as otherwise  specifically  provided  herein,  all payments made
pursuant  to any  Deposited  Notice  shall be made to the  Agent in  Dollars  in
immediately  available  funds,  without  offset,   deduction,   counterclaim  or
withholding  of any kind,  not later than 2:00 P.M.  (Charlotte,  North Carolina
time).  Payments  received after such time shall be deemed to have been received
on the next succeeding Business Day.

Section 9.3 Benefit of Agreement.

         This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective  successors and assigns of the Agent and the Fund;
provided  that (i) the Fund may not assign or transfer any of its  interests and
obligations  hereunder  without prior written  consent of the Agent and (ii) the
Agent may not assign or transfer any of its interests and obligations  hereunder
without prior  written  consent of the Fund except to any Person which becomes a
successor  Agent  pursuant to Section  10.7 of the Credit  Agreement  and except
during the continuance of an Event of Default.

Section 9.4 No Waiver; Remedies Cumulative.

         No  failure  or  delay  on the  part of the  Agent  or the  Lenders  in

                                       10
<PAGE>
exercising  any right,  power or  privilege  hereunder  and no course of dealing
between the Agent or any Lender and the Fund shall operate as a waiver  thereof;
nor shall any  single or  partial  exercise  of any  right,  power or  privilege
hereunder  preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights and remedies
provided herein are cumulative and not exclusive of any rights or remedies which
the Agent or the Lenders  would  otherwise  have.  No notice to or demand on the
Fund in any case shall entitle the Fund to any other or further notice or demand
in similar or other  circumstances  or  constitute a waiver of the rights of the
Agent and the  Lenders  to any  other or  further  action  in any  circumstances
without notice or demand.

Section 9.5 Payment of Expenses, etc.

         The  Fund  shall  cause  the   Borrower  to  (i)  pay  all   reasonable
out-of-pocket  costs  and  expenses  (A) of the  Agent  in  connection  with the
negotiation,  preparation,  execution  and delivery and  administration  of this
Agreement  and the  documents  and  instruments  referred to herein  (including,
without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC,
special  counsel  to the Agent) and any  amendment,  waiver or consent  relating
hereto including,  but not limited to, any such amendments,  waivers or consents
resulting from or related to any work-out, renegotiation or restructure relating
to the  performance  by the Fund  under this  Agreement  and (B) of the Agent in
connection with  enforcement of this Agreement and the documents and instruments
referred to herein (including,  without limitation,  in connection with any such
enforcement,  the reasonable fees and  disbursements  of counsel for the Agent);
and  (ii)  indemnify  the  Agent,  its  officers,   directors,   employees,  and
representatives  from and hold each of them harmless against any and all losses,
liabilities, claims, damages or expenses incurred by any of them as a result of,
or arising out of, or in any way related to, or by reason of any  investigation,
litigation  or other  proceeding  (whether or not the Agent is a party  thereto)
related  to the  entering  into  and/or  performance  of this  Agreement  or the
consummation  of  any  other   transactions   contemplated  in  this  Agreement,
including,  without limitation, the reasonable fees and disbursements of counsel
incurred  in  connection  with  any  such  investigation,  litigation  or  other
proceeding  (but  excluding  any such losses,  liabilities,  claims,  damages or
expenses  to the  extent  incurred  by reason  of gross  negligence  or  willful
misconduct on the part of the Person to be indemnified).

Section 9.6 Amendments, Waivers and Consents.

         Except  pursuant to the terms of Section 9.13,  this  Agreement and the
provisions hereof may not be amended, waived, modified,  changed,  discharged or
terminated unless such amendment,  waiver,  modification,  change,  discharge or
termination is in writing entered into, or approved in writing, by the Agent and
the Fund.

Section 9.7 Counterparts.

         This Agreement may be executed in any number of  counterparts,  each of
which when so executed  and  delivered  shall be an  original,  but all of which
shall  constitute  one and the same  instrument.  It shall not be  necessary  in
making  proof of this  Agreement  to produce  or account  for more than one such
counterpart.

Section 9.8 Headings.

         The headings of the Sections  and  subsections  hereof are provided for
convenience  only and shall not in any way affect the meaning or construction of
any provision of this Agreement.

Section 9.9 Survival.

         All indemnities set forth herein,  including,  without  limitation,  in
Section 9.5,  shall  survive the  execution  and delivery of this  Agreement and
other obligations under this Agreement.

Section 9.10 Governing Law; Submission to Jurisdiction; Venue.

                  (a) THIS  AGREEMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE
         PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
         ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or
         proceeding  with respect to this Agreement may be brought in the courts
         of the State of New York in New York  County,  or of the United  States
         for the Southern  District of New York,  and, by execution and delivery
         of this  Agreement,  each of the Fund and the Agent hereby  irrevocably
         accepts  for  itself  and in respect  of its  property,  generally  and
         unconditionally,  the nonexclusive jurisdiction of such courts. Each of

                                       11
<PAGE>
         the Fund and the Agent further  irrevocably  consents to the service of
         process out of any of the  aforementioned  courts in any such action or
         proceeding by the mailing of copies  thereof by registered or certified
         mail,  postage  prepaid,  to it at the  address  set  out  for  notices
         pursuant to Section  9.1,  such service to become  effective  three (3)
         days after such mailing.  Nothing  herein shall affect the right of the
         Agent,  as the  case may be,  to  serve  process  in any  other  manner
         permitted  by law or to  commence  legal  proceedings  or to  otherwise
         proceed   against  the  Fund,   as  the  case  may  be,  in  any  other
         jurisdiction.

                  (b) Each of the Fund and the Agent hereby  irrevocably  waives
         any objection which it may now or hereafter have to the laying of venue
         of any of the  aforesaid  actions or  proceedings  arising out of or in
         connection  with this  Agreement  brought in the courts  referred to in
         subsection  (a) of this  Section  9.10 and hereby  further  irrevocably
         waives and agrees not to plead or claim in any such court that any such
         action or  proceeding  brought in any such court has been brought in an
         inconvenient forum.

                  (c) TO THE EXTENT  PERMITTED BY LAW, EACH OF THE AGENT AND THE
         FUND  HEREBY  IRREVOCABLY  WAIVES  ALL  RIGHT  TO  TRIAL BY JURY IN ANY
         ACTION,  PROCEEDING OR COUNTERCLAIM  ARISING OUT OF OR RELATING TO THIS
         AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.11 Severability.

         If any provision of this Agreement is determined to be illegal, invalid
or  unenforceable,  such  provision  shall be fully  severable and the remaining
provisions shall remain in full force and effect and shall be construed  without
giving effect to the illegal, invalid or unenforceable provisions.

Section 9.12 Entirety.

         This Agreement  represents the entire  agreement of the parties hereto,
and supersedes all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to this Agreement or
the transactions contemplated herein.

Section 9.13 Binding Effect; Termination.

         This  Agreement  shall  become  effective  at such date  determined  in
accordance  with  Section  3.1.  The term of this  Agreement  shall be until the
earliest of (i) the date that the Credit  Agreement is  terminated in accordance
with the terms of Section 11.13(b) thereof, (ii) the date that the Fund has made
aggregate Mandatory  Investments (and/or other payments to the Agent pursuant to
Section  2.1,  Section  2.2 or  Section  2.3) in an  amount  at  least  equal to
$30,000,000,  (iii) the date that the Credit Parties consummate a sale of all or
substantially  all of the Shirt  Group while a Sale  Moratorium  is in effect in
accordance with the terms of Section 8.5 of the Credit Agreement (whether or not
such sale  involves  the making of a Mandatory  Investment  (or a payment to the
Agent) by the Fund pursuant to, and  satisfying  the  requirements  of,  Section
2.2)) (iv) the date that the Fund makes a Mandatory  Investment (or a payment to
the Agent) pursuant to, and satisfying the  requirements of, Section 2.3, or (v)
the first day on or after the Termination Date that no Event of Default shall be
continuing hereunder.

Section 9.14 Limitation on Recourse.

         The Agent  agrees that its rights in respect of any claim or  liability
under  this  Agreement  asserted  against  the Fund by it shall  be  limited  to
satisfaction  out  of,  and  enforcement   against,  the  assets  of  the  Fund.
Notwithstanding  anything  to the  contrary  contained  herein  or in any  other
document,  certificate or instrument  executed by the Fund pursuant hereto,  the
Agent  acknowledges  and agrees that no  officer,  employee,  partner,  servant,
controlling Person, manager,  agent,  authorized  representative or Affiliate of
the Fund (collectively,  the "Non-Recourse Persons") shall have any liability to
the Agent (such  liability,  including  such as may arise by  operation  of law,
being  hereby  expressly  waived) for the  payment of any sums now or  hereafter
owing by the Fund  under this  Agreement  or for the  performance  of any of the
obligations  of the Fund  contained  herein  or shall  otherwise  be  liable  or
responsible with respect thereto.  If any Event of Default shall occur or if any
claim of the Agent  against  the Fund or alleged  liability  to the Agent of the
Fund shall be asserted under this Agreement,  the Agent agrees that it shall not
have the right to  proceed  directly  or  indirectly  against  the  Non-Recourse
Persons or against their  respective  properties and assets for the satisfaction
of any such claim or liability or for any deficiency  judgment in respect of any
such claim or liability.  Notwithstanding any of the foregoing,  it is expressly
understood  and agreed,  however,  that  nothing  contained in this Section 9.14
shall in any  manner  or any way  constitute  or be  deemed  (i) to  excuse  any
obligations of any Partner to make additional capital  contributions to the Fund
pursuant  to  the  terms  of the  Partnership  Agreement,  (ii)  to  impair  the

                                       12
<PAGE>
enforceability  of any of the rights  arising  from this  Agreement  or (iii) to
restrict the  remedies  available to the Agent to realize upon the assets of the
Fund.  The foregoing  acknowledgments,  agreements and waivers shall survive the
termination  of this  Agreement  and shall be  enforceable  by any  Non-Recourse
Person.

Section 9.15 Confidentiality.

         The Agent agrees to keep confidential any information furnished or made
available to it by or on behalf of the Fund pursuant to this  Agreement  that is
marked  confidential,  provided that nothing herein shall prevent the Agent from
disclosing such information (a) as required by any law, rule, or regulation, (b)
upon the order of any court or  administrative  agency,  (c) upon the request or
demand of any regulatory agency or authority having  jurisdiction over the Agent
or any Affiliate thereof, (d) that is or becomes available to the public or that
is or becomes  available to the Agent or any  Affiliate  thereof other than as a
result  of a  disclosure  by the  Agent  prohibited  by this  Agreement,  (e) in
connection  with any  litigation to which the Agent or any of its Affiliates may
be a party,  (f) to the extent  necessary in connection with the exercise of any
remedy under this Agreement, and (g) to any Affiliate of the Agent.
























[Signature Page to Follow]

                                       13
<PAGE>
         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Investment and Deposit Agreement to be duly executed and delivered as of
the date first above written.

                                    Vestar Capital Partners III, L.P.,
                                    a Delaware limited partnership

                                    By:  Vestar Associates III, L.P.,
                                         its General Partner

                                    By:  Vestar Associates Corporation III,
                                         its General Partner

                                         By: ___________________________
                                         Name:
                                         Title:


                                    Bank of America, N.A.


                                    By: ________________________________
                                    Name:
                                    Title:

                                       14
<PAGE>



Exhibit A

[Letterhead of Vestar Associates III, L.P.]


[Name and address of partner]

Re:  [Vestar/Cluett-American Corp.]

Dear ___________:

         Pursuant to Section  3.1(a) of the Agreement of Limited  Partnership of
Vestar Capital  Partners III, L.P.,  Vestar  Associates  III, L.P. (the "General
Partner")  is calling  for  payment of the  Capital  Contribution  to be made in
connection  with  Vestar/Cluett  American  Corp.  Your pro  rata  share of the $
__________  Capital   Contribution  for  your  $  __________   commitment  is  $
__________.  Kindly  pay  either  by  certified  or  cashier's  check or by wire
transfer of  immediately  available  funds to the account set forth below (or to
such other account as Bank of America,  N.A. shall have notified you in writing)
no later than the tenth (10th) business day following the date of this letter.

Via Check:                                                    or Via Bank Wire:

Payable to:       Bank of America, N.A.  Payable to:       Bank of America, N.A.

Send to:      Bank of America, N.A..                     Bank of America, N.A.
              100 North Tryon Street                   Charlotte, North Carolina
              Bank of America Corporate Center      ABA Routing No.: 053-000-196
              Charlotte, North Carolina 28255         Account No.: 1366212250600
              Attn: Leesa Sluder               For Credit to: Corporate Services
              Telephone: (704) 388-8330             Reference:  Vestar Capital
              Account No. 1366212250600                    Partners III, L.P.
              For Credit to: Corporate Services     Amount: $______________
              Reference:  Vestar Capital
                               Partners III, L.P.
              Amount: $______________

If you have any questions, please feel free to call me at (212) 351-1651.

                            Very truly yours,

                            Vestar Associates III, L.P.,
                            General Partner of Vestar Capital Partners III, L.P.

                            By:       Vestar Associates Corporation III,
                                      its General Partner

                                      By: __________________________________
                                      Name:  Brian P. Schwartz
                                      Title:    Chief Financial Officer



<PAGE>

Exhibit B

Terms of Subordination

o    No payments or  prepayments  of principal or interest on the  participation
     interest  of  the  Fund  in  the  Credit  Party   Obligations   (the  "Fund
     Participation  Interest")  may be made by the Credit Parties or received by
     the Fund until the Credit  Party  Obligations  and the Senior  Subordinated
     Debt  (collectively,  the "Senior Debt") have been paid in full in cash and
     the Commitments under the Credit Agreement shall have been terminated.

o    Until all  Senior  Debt has been  paid in full in cash and the  Commitments
     under the Credit Agreement shall have been terminated,  the Fund shall have
     no right to direct the Agent to  exercise  remedies  in respect of the Fund
     Participation Interest.

o    Until the date 91 days after all Senior  Debt has been paid in full in cash
     and the Commitments  under the Credit Agreement shall have been terminated,
     the Fund  shall not take any action in its  capacity  as holder of the Fund
     Participation  Interest to initiate an involuntary bankruptcy proceeding in
     respect of any Credit Party.

o    The Lenders (excluding the Fund) and the holders of the Senior Subordinated
     Debt  (collectively,  the "Senior  Creditors") shall have the right, if not
     exercised  by the  Fund,  to file  proofs  of  claim  (and  any  notice  of
     assignment   of  the  right  to  receive   payments)  in  respect  of  Fund
     Participation  Interest  to  the  extent  not  filed  by  the  Fund  in any
     bankruptcy proceeding in respect of any Credit Party.

o    In any  bankruptcy  proceeding in respect of any Credit  Party,  the Senior
     Creditors  shall be entitled to payment in full in cash before the Fund, in
     its  capacity  as  holder  of the  Fund  Participation  Interest,  shall be
     entitled to receive any  payments,  property or assets (other than (i) debt
     securities  that are  subordinated  at least to the extent provided in this
     Exhibit B and (ii) equity  securities that are not redeemable for cash, and
     in respect of which no cash  dividends are payable),  until all Senior Debt
     has  been  paid in  full in cash  and  the  Commitments  under  the  Credit
     Agreement shall have been terminated.

o    Any  payments  received by the Fund,  in its capacity as holder of the Fund
     Participation  Interest,  in contravention  of the foregoing  subordination
     provisions  shall be held in trust  for the  benefit  of,  and  immediately
     turned over to, the Senior Creditors.

o    In any  reorganization  proceeding in respect of any Credit  Party,  Senior
     Creditors  shall be  entitled  to approve  (on  behalf of the Fund,  in its
     capacity  as holder  of the Fund  Participation  Interest)  the use of cash
     collateral by such Credit Party.

o    In any bankruptcy  proceeding in respect of any Credit Party,  the Fund, in
     its capacity as holder of the Fund  Participation  Interest,  shall not (i)
     vote against any plan of  reorganization  or  liquidation  supported by the
     Senior Creditors or (ii) vote for any plan of reorganization or liquidation
     opposed by the Senior Creditors.

o    In any bankruptcy  proceeding in respect of any Credit Party, (i) the Fund,
     in its  capacity as holder of the Fund  Participation  Interest,  shall not
     file any motion,  application or other pleading seeking affirmative relief,
     including without  limitation for the appointment of a trustee or examiner,
     for  the  conversion  of the  case  to a  liquidation  proceeding,  for the
     substantive  consolidation of such Credit Party's  bankruptcy case with the
     case of any other entity, for the creation of a separate official committee
     representing  only the Fund or any other form of affirmative  relief of any
     other kind or nature and (ii) the Fund,  in its  capacity  as holder of the
     Fund  Participation  Interest,  shall  not  file  any  objection  or  other
     responsive pleading opposing any relief requested by the Senior Creditors.

o    The Fund,  in its  capacity as holder of the Fund  Participation  Interest,
     shall not exercise any right of subrogation in respect of any of the Credit
     Party  Obligations  until all Senior Debt has been paid in full in cash and
     the Commitments under the Credit Agreement shall have been terminated.