Amendment No. 1 dated June 19, 2003 to the Senior Credit Facility



 EXHIBIT 10.8 

 
 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

  
 AMENDMENT NO. 1 TO LOAN AND SECURITY
AGREEMENT, dated June 19, 2003, entered into by and among Congress Financial Corporation (Florida), a Florida corporation, in its capacity as agent acting for and on behalf of the parties to the Loan Agreement (as hereinafter defined) as lenders (in
such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually a “Lender” and collectively, “Lenders”), Supreme International, Inc., a Delaware corporation (“Supreme”) and Jantzen, Inc., a
Delaware corporation (“Jantzen”, and together with Supreme, each individually an “Existing Borrower” and collectively, “Existing Borrowers”), Salant Corporation, a Delaware corporation (“Salant”), Salant
Holding Corporation, a Delaware corporation (“Salant Holding”, and together with Salant, each individually a “New Borrower” and collectively, “New Borrowers”), Perry Ellis International, Inc., a Florida corporation
(“Parent”), PEI Licensing, Inc., a Delaware corporation (“PEI Licensing”), Jantzen Apparel Corp., a Delaware corporation (“Jantzen Apparel”), BBI Retail, L.L.C., a Florida limited liability company (“BBI”),
Supreme I Real Estate, LLC, a Florida limited liability company (“Supreme I”), Supreme II Real Estate, LLC, Florida limited liability company (“Supreme II”), Supreme Realty, LLC, a Florida limited liability company (“Supreme
Realty”), Supreme Munsingwear Canada Inc., a Canada corporation (“Supreme Canada”), and Perry Ellis Real Estate Corporation, a Delaware corporation (“PE Real Estate”, and together with Parent, PEI Licensing, Jantzen Apparel,
BBI, Supreme I, Supreme II, Supreme Realty and Supreme Canada, each individually a “Guarantor” and collectively, “Guarantors”). 
  

W  I  T  N  E  S  S  E  T 
H : 
  
 WHEREAS, Agent, Lenders, Existing
Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Existing Borrowers as set forth in
the Loan and Security Agreement, dated October 1, 2002, by and among Agent, Lenders, Existing Borrowers and Guarantors (as amended hereby and as the same may hereafter be further amended, modified, supplemented, extended, renewed, restated or
replaced, the “Loan Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended,
renewed, restated, or replaced, collectively, the “Financing Agreements”); 
  

WHEREAS, Parent has created a newly formed wholly owned subsidiary, Connor Acquisition Corp. (“Connor” as hereinafter further
defined), which is to merge with and into Salant with Salant as the surviving corporation, with the shares of capital stock of Connor converted into the shares of the surviving corporation (so that the surviving corporation shall be a wholly owned
subsidiary of Parent) and the shares of Salant as the surviving corporation converted into the right to receive certain merger consideration consisting of cash and shares of capital stock of Parent, all as set forth in, and pursuant to, the Merger
Agreements (as hereinafter defined); 







 WHEREAS, Existing Borrowers, New Borrowers and Guarantors have requested that Agent and
Lenders amend the Loan Agreement to provide for Agent and Lenders to make loans and advances and provide other financial accommodations to each New Borrower under the terms and conditions of the Loan Agreement and that each New Borrower becomes an
additional Borrower under the Loan Agreement, as amended hereby, and in connection therewith have requested that the Loan Agreement be amended in order to (1) consent to the formation by Parent of Connor, (2) consent to the merger of Connor with and
into Salant, (3) add each New Borrower as an additional Borrower, subject to the provisions set forth herein and in the Loan Agreement, (4) add the grant by New Borrower and New Guarantor to Agent, for itself and the benefit of Lenders, of a
security interest in and lien upon the assets and properties of such New Borrower to secure the payment and performance of all obligations of each of them to Agent and Lenders, and (5) make certain other amendments to the Loan Agreement; and

  
 WHEREAS, by this Amendment No. 1, Agent, Lenders,
Existing Borrowers, New Borrowers and Guarantors desire and intend to evidence such consent and amendments. 
  

NOW, THEREFORE, In consideration of the foregoing, the mutual agreements and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  

1. Definitions. 
  

1.1 Additional Definitions. As used herein, the following terms shall have the meanings given to them below, and the Loan Agreement
and the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following definitions: 
  

(a) “Amendment No. 1” shall mean Amendment No. 1 to Loan and Security Agreement as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced. 
  

(b) “Commercial Letter of Credit” shall mean any Letter of Credit Accommodation consisting of a letter of credit issued for the
purpose of providing the primary manner of payment for the purchase price of goods or services by a Borrower in the ordinary course of the business of such Borrower. 

 
 (c) “Connor” shall mean Connor Acquisition Corp., a
Delaware corporation, and its successors and assigns. 
  

(d) “Existing Salant Lenders” shall mean the lenders to a New Borrower listed on Exhibit A hereto (and including The CIT
Group/Commercial Services, Inc. in its capacity as agent acting for such lenders) and their respective predecessors, successors and assigns; sometimes referred to herein individually as an “Existing Salant Lender”. 

 
 (e) “Existing Salant Letters of Credit” shall mean,
collectively, the letters of credit issued for the account of a New Borrower or for which such New Borrower is otherwise liable, as listed on Exhibit B hereto, as the same now exist or may hereafter be amended, modified,

  

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supplemented, extended, renewed, restated or replaced; sometimes referred to herein individually as an “Existing Salant Letter of Credit”. 

 
 (f) “LC Indemnification Agreement” shall mean the
Letter of Credit Indemnification Agreement, dated of even date herewith, between Agent and The CIT Group/ Commercial Services, Inc. in its capacity as agent for the Existing Salant Lenders with respect to certain of the Existing Salant Letters of
Credit, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 
  

(g) “Merger” shall mean the merger of Connor with and into Salant, with Salant as the surviving corporation, pursuant to and in
accordance with the terms of the Merger Agreements. 
  

(h) “Merger Agreements” shall mean, collectively, the following (as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated, or replaced): (i) the Agreement and Plan of Merger dated February 3, 2003, by and among Connor, Salant and Parent and (ii) all other agreements, documents or instruments executed or delivered in connection
therewith. 
  
 (i) “Salant” shall mean
Salant Corporation, a Delaware corporation, and its successors and assigns. 
  

(j) “Salant Holding” shall mean Salant Holding Corporation, a Delaware corporation, and its successors and assigns. 

 
 (k) “Salant Supplemental Financing Agreements”
shall mean, collectively, the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced): (i) the Guarantee by Existing Borrowers, Salant Holding and Guarantors in favor of Agent,
for itself and the benefit of Lenders, with respect to the Obligations of Salant, (ii) the Guarantee by Existing Borrowers, Salant and Guarantors in favor of Agent, for itself and the benefit of Lenders, with respect to the Obligations of Salant
Holding, (iii) the Pledge and Security Agreement by Parent in favor of Agent with respect to all of the issued and outstanding shares of Salant, (iv) the Pledge and Security Agreement by Salant in favor of Agent with respect to all of the issued and
outstanding shares of Salant Holding, (v) the Trademark Collateral Assignment and Security Agreement by Salant in favor of Agent, (vi) the Trademark Collateral Assignment and Security Agreement by Salant Holding in favor of Agent, (vii) the Deposit
Account Control Agreements by and among Agent, each New Borrower and the depository bank at which the deposit accounts of such New Borrower are maintained, and (viii) all other agreements, documents and instruments executed and/or delivered in
connection with this Amendment No.1 and any of the foregoing. 
  

(l) “Special Reserve” shall mean a Reserve in the amount of $1,000,000 established by Agent as of the date hereof. 

 
 1.2 Amendments to Definitions. 

 

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 (a) All references to the term “Applicable Margin” in the Loan Agreement and each
such reference is hereby amended to mean, at any time, as to the Interest Rate for Prime Rate Loans and the Interest Rate for Eurodollar Rate Loans the applicable percentage (on a per annum basis) set forth below if either (i) the sum of: (A) the
Quarterly Average Excess Availability for the immediately preceding fiscal quarter plus (B) the Excess Cash as of the last day of the immediately preceding fiscal quarter is at or within the amounts indicated for such percentage or (ii) the Leverage
Ratio as of the last day of the immediately preceding fiscal quarter (which ratio for this purpose shall be calculated based on the four (4) immediately preceding fiscal quarters) is at or within the levels indicated for such percentage: 

 

											
	 Tier

	  	 Quarterly Average

Excess Availability

plus Excess Cash

	  	 Leverage Ratio

	  	Applicable
Prime
Rate Margin


	 	 	Applicable
Eurodollar
Rate Margin


	 
	1	  	$45,000,000 or more	  	2.00 to 1.00 or less	  	0	% 	 	2 	% 
	2	  	Greater than or equal to $35,000,000 and less than $45,000,000	  	Greater than 2.00 to 1.00 but equal to or less than 3.00 to 1.00	  	0	% 	 	2 
1/4	% 
	3	  	Greater than or equal to $25,000,000 and less than $35,000,000	  	Greater than 3.00 to 1.00 but equal to or less than 4.00 to 1.00	  	 
1/4	% 	 	2 
1/2	% 
	4	  	Less than $25,000,000	  	Greater than 4.00 to 1.00	  	 
1/2	% 	 	2 
3/4 	% 

  

provided, that, (A) the Applicable Margin shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter
ending on October 31, 2003) and shall remain in effect until adjusted thereafter at the end of the next quarter and (B) the Applicable Margin shall be the lower percentage set forth above based on (1) the sum of the Quarterly Average Excess
Availability and the Excess Cash as provided above or (2) the Leverage Ratio. 
  

(b) All references to the term “Borrower” or “Borrowers” in the Loan Agreement or any of the other Financing
Agreements and each such reference is hereby amended to include, in addition and not in limitation, each New Borrower. 
  

(c) All references to the term “Collateral” in the Loan Agreement and each such reference is hereby amended to include, in
addition and not in limitation, the assets and properties of New Borrowers at any time subject to the security interest or lien of Agent for itself and the benefit of Lenders, including the assets and properties described in Section 9 of this
Amendment No. 1. 
  
 (d) The reference to the amount
of “$5,000,000” in the definition of the term “Eligible Factor Receivables” in the Loan Agreement is hereby deleted and the amount of “$20,000,000” substituted therefor. 

 

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 (e) All references to the term “Factoring Agreements” in the Loan Agreement and
any of the other Financing Agreements and each such reference is hereby amended to include, in addition and not in limitation, the following in each case as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced: (i) the Non-Notification Factoring Agreement, dated on or about the date hereof, between The CIT Group/Commercial Services, Inc. and Salant, and all agreements, documents and instruments at any time executed and/or delivered by
any Borrower or Guarantor in connection therewith; and (ii) the Non-Notification Factoring Agreement, dated on or about the date hereof, between The CIT Group/Commercial Services, Inc. and Salant Holding, and all agreements, documents and
instruments at any time executed and/or delivered by any Borrower or Guarantor in connection therewith. 
  

(f) All references to the term “Fee Letter” in the Loan Agreement and any of the other Financing Agreements and each such
reference is hereby amended to include, in addition and not in limitation, the letter agreement, dated January 17, 2003, by and among Existing Borrowers, Guarantors and Agent, setting forth certain fees payable by Borrowers to Agent for the benefit
of itself and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 
  

(g) All references to the term “Financing Agreements” in the Loan Agreement and any of the other Financing Agreements and each
such reference is hereby amended to include, in addition and not in limitation, collectively, this Amendment No. 1 and the Salant Supplemental Financing Agreements. 

 
 (h) All references to the term “Information
Certificate” in the Loan Agreement or any of the other Financing Agreements and each such reference is hereby amended to mean the Amended and Restated Information Certificate with respect to Borrowers (including New Borrowers) and Guarantors
included with this Amendment No. 1 as Exhibit C hereto. 
  

(i) All references to the term “Interest Rate” in the Loan Agreement or any of the other Financing Agreements and each such
reference is hereby amended to mean: 
  
 (i) Prior
to June 19, 2003, subject to clauses (ii) and (iii) below: 
  

(A) as to Prime Rate Loans, a rate equal to one-quarter
( 1/4%) percent in excess of the Prime Rate; 

  
 (B) as to Eurodollar Rate
Loans, a rate equal to two and one-half (2 1/2%)
percent per annum in excess of the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate applicable for the relevant Interest Period, whether such rate is higher or lower than any rate previously quoted to a Borrower).

  
 (ii) Subject to clause (iii) below,
effective as of the first (1st) day of the second month of each fiscal quarter (commencing with the fiscal quarter ending on October 31, 2003), the Interest Rate payable by each Borrower shall be increased or decreased, as the case may be, (A) as to
Prime Rate Loans, to the rate equal to the Applicable Margin for Prime Rate Loans on a 
  

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per annum basis in excess of the Prime Rate, and (B) as to Eurodollar Rate Loans, to the rate equal to the Applicable Margin for Eurodollar Rate Loans on a per annum basis in excess of the
Adjusted Eurodollar Rate. 
  
 (iii) Notwithstanding
anything to the contrary contained in clauses (i) or (ii) above, the Applicable Margin otherwise used to calculate the Interest Rate for Prime Rate Loans and Eurodollar Rate Loans shall be the highest percentage set forth in the definition of the
term Applicable Margin for each category of Loans (without regard to the amount of Quarterly Average Excess Availability or the Leverage Ratio) plus two (2%) percent per annum, at Agent’ s option, (A) for the period (1) from and after the
effective date of termination or non-renewal of the Loan Agreement until Agent and Lenders have received full and final payment of all outstanding and unpaid Obligations which are not contingent and cash collateral or letter of credit, as Agent may
specify, in the amounts and on the terms required under Section 13.1 of the Loan Agreement for contingent Obligations (notwithstanding entry of a judgment against any Borrower or Guarantor) and (2) from and after the date of the occurrence of an
Event of Default and for so long as such Event of Default is continuing and (B) on Loans to a Borrower at any time outstanding in excess of the Borrowing Base of such Borrower (whether or not such excess(es) arise or are made with or without the
knowledge or consent of Agent or any Lender and whether made before or after an Event of Default). 
  

(j) All references to the term “Inventory Loan Limit” in the Loan Agreement or any of the other Financing Agreements and each
such reference is hereby amended to mean $60,000,000. 
  

(k) All references to the term “Letter of Credit Facility Agreements” in the Loan Agreement and any of the other Financing
Agreements and each such reference is hereby amended to include, in addition and not in limitation, the following in each case as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced: (i)
the Letter of Credit and Security Agreement, dated on or about the date hereof, by New Borrowers and Israel Discount Bank of New York and the General Security Agreement, dated on or about the date hereof, between New Borrowers and Israel Discount
Bank of New York; (ii) the Commitment Letter, dated on or about the date hereof, by and among New Borrowers and CommerceBank, N.A. and the Commercial Security Agreement, dated on or about the date hereof, by New Borrowers in favor of CommerceBank,
N.A.; and (iii) the Continuing Letter of Credit Agreement, dated on or about the date hereof, by and among New Borrowers and HSBC Bank USA and the General Security Agreement, dated on or about the date hereof, by and among New Borrowers and HSBC
Bank USA. 
  
 (l) All references to the term
“Maximum Credit” in the Loan Agreement or any of the other Financing Agreements and each such reference is hereby amended to mean $110,000,000. 
  

(m) All references to the term “Reserves” in the Loan Agreement or any of the other Financing Agreements and each such reference
is hereby amended to include, in addition and not in limitation, the Special Reserve, except that for purposes of calculating the Excess Availability 

 

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as such term is used in the Loan Agreement, the Special Reserve shall not be considered in such calculation. 

 
 (n) All references to the term “The CIT Group/Commercial
Services, Inc. (as successor to Congress Talcott Corporation)” in the Loan Agreement or any of the other Financing Agreements and each such reference is hereby amended to mean The CIT Group/Commercial Services, Inc. and its successors and
assigns. 
  
 1.3 Interpretation. For purposes
of this Amendment No. 1, unless otherwise defined herein, all capitalized terms used herein which are defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement. 

 
 2. Consent. Subject to the terms and conditions
contained herein, to the extent such consent is or may be required under the Loan Agreement, Agent and Lenders hereby consent to: (a) the formation by Parent of Connor as a wholly-owned Subsidiary of Parent formed solely for the purpose of merging
with Salant pursuant to the Merger and (b) the Merger. 
  

3. Assumption of Obligations; Amendments to Guarantees and Financing Agreements. 

 
 3.1 Each New Borrower hereby expressly (a) assumes and
agrees to be directly liable to Agent and Lenders, jointly and severally with Existing Borrowers, for all Obligations under, contained in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements applicable to Existing
Borrowers and as applied to such New Borrower as a Borrower, (b) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Existing Borrowers as applied
to such New Borrower, with the same force and effect as if such New Borrower had originally executed and been an original Borrower signatory to the Loan Agreement and the other Financing Agreements, (c) each New Borrower is deemed to make as to
itself and the Existing Borrowers, and is, in all respects, bound by all representations and warranties made by Existing Borrowers to Agent and Lenders set forth in the Loan Agreement or in any of the other Financing Agreements, and (d) agrees that
Agent, for itself and the benefit of Lenders, shall have all rights, remedies and interests, including security interests in and liens upon the Collateral granted to Agent pursuant to Section 9 hereof, under and pursuant to the Loan Agreement and
the other Financing Agreements, with respect to such New Borrower and its properties and assets with the same force and effect as Agent, for itself and the benefit of Lenders, has with respect to Existing Borrowers and their respective assets and
properties, as if such New Borrower had originally executed and had been an original Borrower signatory, as the case may be, to the Loan Agreement and the other Financing Agreements. 

 
 3.2 Each Existing Borrower, in its capacity as a Guarantor of
the payment and performance of the Obligations of the other Existing Borrowers, and each Guarantor hereby agrees that each of the Guarantees, dated October 1, 2002, by the Existing Borrowers and Guarantors in favor of Agent (collectively, the
“Existing Guarantees”) is hereby amended to include New Borrowers as additional guarantor party signatories thereto, and each New Borrower hereby agrees that the Existing Guarantees are hereby amended to include such New Borrower as
additional guarantor party signatories thereto. Each New Borrower hereby expressly (a) assumes and agrees to be 
  

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directly liable to Agent and Lenders, jointly and severally with Guarantors and Existing Borrowers signatories thereto, for payment and performance of all Obligations (as defined in the Existing
Guarantees), (b) agrees to perform, comply with and be bound by all terms, conditions and covenants of the Existing Guarantees with the same force and effect as if such New Borrower had originally executed and been an original party signatory to
each of the Existing Guarantees as a Guarantor, and (c) agrees that Agent and Lenders shall have all rights, remedies and interests with respect to such New Borrower and its property under the Existing Guarantees with the same force and effect as if
such New Borrower had originally executed and been an original party signatory as a Guarantor to each of the Existing Guarantees. 
  

4. Loans. Section 2.1(b)(iii) of the Loan Agreement is hereby amended by deleting the reference therein to “$40,000,000”
and substituting the amount of “$60,000,000” therefor. 
  

5. Letter of Credit Accommodations. 
  

5.1 Section 2.2(b) of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor: 

 
 “(b) In addition to any charges, fees
or expenses charged by any bank or issuer in connection with the Letter of Credit Accommodations, Borrowers shall pay to Agent, for the benefit of Lenders, (i) a letter of credit fee at a rate equal to one (1%) percent per annum on the daily
outstanding balance of the Letter of Credit Accommodations consisting of Commercial Letters of Credit for the immediately preceding month (or part thereof), payable in arrears as of the first day of each succeeding month and (ii) a letter of credit
fee at a rate equal to two (2%) percent per annum on the daily outstanding balance of all other Letter of Credit Accommodations for the immediately preceding month (or part thereof), payable in arrears as of the first day of each succeeding month,
except that Agent may, and upon the written direction of Required Lenders shall, require Borrowers to pay to Agent for the benefit of Lenders such letter of credit fee at a rate equal to three (3%) percent per annum on the daily outstanding
balance of the Letter of Credit Accommodations consisting of Commercial Letters of Credit and at a rate equal to four (4%) percent per annum on the daily outstanding balance of all other Letter of Credit Accommodations for: (A) the period from and
after the date of termination hereof until Agent and Lenders have received full and final payment of all Obligations (notwithstanding entry of a judgment against any Borrower) and (B) the period from and after the date of the occurrence of an Event
of Default for so long as such Event of Default is continuing as determined by Agent. Such letter of credit fee shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed and the obligation of Borrowers to pay
such fee shall survive the termination of this Agreement.” 
  

5.2 Section 2.2(e) of the Loan Agreement is hereby amended to delete the reference to the amount of “$30,000,000” therein and
substitute the amount of “$60,000,000” therefor. 
  

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 6. Fees. Section 3.2(a) of the Loan Agreement is hereby deleted in its entirety and
the following substituted therefor: 
  

“(a) Borrowers shall pay to Agent for the benefit of Lenders monthly an unused line fee at a rate
equal to the percentage (on a per annum basis) set forth below calculated upon the amount by which $45,000,000 prior to June 19, 2003 and $80,000,000 on and after June 19, 2003 exceeds the average daily principal balance of the outstanding Loans and
Letter of Credit Accommodations during the immediately preceding month (or part thereof) while this Agreement is in effect and for so long thereafter as any Obligations are outstanding. Such fee shall be payable on the first day of each month in
arrears. The percentage used for determining the unused line fee shall be one-quarter
( 1/4%) percent until April 30, 2003 and
three-eighths ( 3/8%) percent thereafter,
provided, that, effective as of the first
(1st) day of the second month of each fiscal quarter
(commencing with the fiscal quarter ending on October 31, 2003), the percentage used for determining the unused line fee shall be as set forth below if either (i) the sum of the Quarterly Average Excess Availability for the immediately preceding
fiscal quarter plus the Excess Cash as of the last day of the immediately preceding fiscal quarter is at or within the amounts indicated for such percentage or (ii) the Leverage Ratio as of the last day of the immediately preceding fiscal quarter
(which ratio for this purpose shall be calculated based on the four (4) immediately preceding fiscal quarters) is at or within the levels indicated for such percentage: 

 

						
	 Quarterly Average

Excess Availability plus

Excess Cash

	  	 Leverage Ratio

	  	Unused Line
Fee 
Percentage

	 
	 $45,000,000 or more
	  	2.00 to 1.00 or less	  	 
1/4	% 
	 Greater than or equal to $35,000,000 and less than $45,000,000
	  	Greater than 2.00 to 1.00 but equal to or less than 3.00 to 1.00	  	 
1/4	% 
	 Greater than or equal to $25,000,000 and less than $35,000,000
	  	Greater than 3.00 to 1.00 but equal to or less than 4.00 to 1.00	  	 
3/8	% 
	 Less than $25,000,000
	  	Greater than 4.00 to 1.00	  	 
3/8	% 

  

provided, that, (A) the unused line fee percentage shall be calculated and established once each fiscal quarter (commencing
with the fiscal quarter ending on or after October 31, 2003) and (B) the unused line fee percentage shall be the lower percentage set forth above based on (1) the sum of the Quarterly Average Excess Availability plus the Excess Cash as provided
above or (2) the Leverage Ratio.” 
  

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 7. Collection of Accounts. Section 6.3(a)(ii) of the Loan Agreement is hereby amended
to delete the amount of “$20,000,0000” referred to therein and substitute “$35,000,000” therefor. 
  

8. Sharing of Payments, Etc. Section 6.9 of the Loan Agreement is hereby amended to add a new Section 6.9(e) at the end thereof as
follows: 
  
 “(e) Nothing
contained in this Section 6.9 shall be construed to require that a Lender acting in its capacity as a Factor to the extent permitted hereunder who has purchased any accounts receivable owing by a Borrower or Guarantor to a third party share any
payments received by it as a Factor in respect of such accounts receivable with any other Lender pursuant to the terms of this Section 6.9.” 
  

9. Grant of Security Interest by New Borrowers. 

 
 9.1 Without limiting the provisions of Section 3 hereof, the
Loan Agreement and the other Financing Agreements, to secure payment and performance of all of its Obligations, each New Borrower hereby grants to Agent, for itself and the benefit of Lenders, a continuing security interest in, a lien upon, and a
right of set off against, and each New Borrower hereby assigns to Agent, for itself and the benefit of Lenders, as security all personal property and interests in personal property of such New Borrower, whether now owned or hereafter acquired or
existing, and wherever located, including: 
  
 (a)
all Accounts; 
  
 (b) all general intangibles,
including, without limitation, all Intellectual Property; 
  

(c) all goods, including, without limitation, Inventory and Equipment; 

 
 (d) all chattel paper, including, without limitation, all
tangible and electronic chattel paper; 
  
 (e) all
instruments, including, without limitation, all promissory notes; 
  

(f) all documents; 
  

(g) all deposit accounts; 
  

(h) all letters of credit, banker’s acceptances and similar instruments for which such New Borrower is a beneficiary or otherwise
entitled to any payment (contingent or otherwise), and including all letter-of-credit rights; 
  

(i) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in
respect of Receivables and other Collateral, including (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit,
replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured 
  

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party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned,
repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the obligations of account debtors; 
  

(j) all (i) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements,
commodity contracts or commodity accounts) and (ii) monies, credit balances, deposits and other property of such New Borrower now or hereafter held or received by or in transit to Agent, any Lender or its Affiliates or at any other depository or
other institution from or for the account of such New Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; 
  

(k) all commercial tort claims, including, without limitation, those identified in the Information Certificate; 

 
 (l) to the extent not otherwise described above, all
Receivables; 
  
 (m) all Records; and 

 
 (n) all products and proceeds of the foregoing, in any form,
including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. 

 
 9.2 Notwithstanding anything to the contrary contained in
this Section 9 above, the types or items of Collateral described in this Section 9 shall not include any rights or interest in any contract, license or license agreement covering personal property of New Borrowers, if under the terms of such
contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such
contract, license or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any such prohibition is unenforceable under the UCC or other
applicable law or (b) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of such New Borrower in or to monies due or to become due under any such contract,
license or license agreement (including any Receivables). 
  

9.3 In the event that Agent has not received evidence in form and substance satisfactory to Agent that each of the Subsidiaries of Salant
set forth on Exhibit D hereto have been liquidated and dissolved to the extent permitted hereunder and the assets thereof validly transferred and assigned to a Borrower or Guarantor by October 31, 2003, promptly upon the request of Agent, as to any
such Subsidiary which shall not have been so liquidated and dissolved and assets transferred and assigned: (a) Borrowers and Guarantors shall cause each of such Subsidiaries of Salant to execute and deliver to Agent, in form and substance
satisfactory to Agent, (i) an absolute and unconditional guarantee of payment of any and all Obligations, (ii) a security agreement granting to Agent a first priority security interest and lien upon all of the assets of such Subsidiary (except as
otherwise consented to in writing by Agent), (iii) related Uniform 
  

 11 








 
Commercial Code Financing Statements and the authorization to file the same, and (b) the Borrowers and Guarantors that are the owner or holder of the Capital Stock of such Subsidiaries of Salant
shall execute and deliver to Agent, in form and substance satisfactory to Agent, (i) a pledge and security agreement granting to Agent a first priority pledge of, security interest in and lien upon, all of the issued and outstanding shares of
Capital Stock of such Subsidiary, and (ii) the original stock certificates or other instruments evidencing the Capital Stock of such Subsidiary, together with such stock powers with respect to such Capital Stock as Agent may request, and (c)
Borrowers and Guarantors shall execute and deliver, or shall cause to be executed and delivered, such other agreements, documents and instruments as Agent may require, including, but not limited to, supplements and amendments hereto and other loan
agreements or instruments evidencing indebtedness of such Subsidiary to Agent, including such opinion letters of counsel with respect to such guarantee, security agreements and related matters as Agent may request. 

 
 9.4 In the event that Agent does not receive evidence, in
form and substance satisfactory to Agent, that all of the deposit accounts of New Borrower maintained at SunTrust Bank have been closed and are no longer receiving any checks or other items, by October 31, 2003, promptly upon Agent’s request,
Borrowers and Guarantors shall cause to be executed and delivered Deposit Account Control Agreements with respect to any such deposit accounts, duly authorized, executed and delivered by SunTrust Bank and such New Borrower. 

 
 9.5 In the event that Agent does not receive evidence, in
form and substance satisfactory to Agent, that all of the deposit accounts of each New Borrower maintained at JPMorgan Chase Bank as set forth in the Information Certificate or otherwise have been closed and are no longer receiving any checks or
other items, by October 31, 2003, promptly upon Agent’s request, Borrowers and Guarantors shall cause to be executed and delivered Deposit Account Control Agreements with respect to any such deposit accounts, duly authorized, executed and
delivered by JPMorgan Chase Bank and such New Borrower. 
  

10. Use of Proceeds. Notwithstanding anything to the contrary contained in the Loan Agreement, Borrowers shall use a portion of the
proceeds of the Loans for payments of the merger consideration required to be paid to the shareholders of Salant pursuant to and in accordance with the terms of the Merger Agreements as in effect on the date hereof and cost, expenses and fees in
connection with the preparation, negotiation, execution and delivery of this Amendment No. 1. 
  

11. Priority of Liens. Notwithstanding anything to the contrary contained in Section 5.2 or Section 8.4 of the Loan Agreement, the
security interests and liens granted to Agent under this Amendment No. 1 or any of the other Financing Agreements in the deposit accounts of Salant and Salant Holding used for retail store locations, the deposit accounts at SunTrust Bank, N.A. and
JPMorgan Chase Bank of Salant and the deposit accounts of the Subsidiaries of Salant organized under the laws of a jurisdiction outside of the United States of America, in each case as listed on the Information Certificate shall be valid but not
perfected security interests in and liens upon such deposit accounts. 
  

12. Sale of Assets, Consolidation, Merger, Dissolution, Etc. 

 

 12 








 12.1 Section 9.7(c) of the Loan Agreement is hereby deleted in its entirety and the
following substituted therefor: 
  

“(c) wind up, liquidate or dissolve except that any Guarantor (other than Parent) or any Subsidiary of
Salant (other than Salant Holding) may wind up, liquidate and dissolve, provided, that, each of the following conditions is satisfied, (i) the winding up, liquidation and dissolution of such Guarantor or Subsidiary shall not violate
any law or any order or decree of any court or other Governmental Authority in any material respect and shall not conflict with or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, or any other agreement
or instrument to which any Borrower, Guarantor or Subsidiary is a party or may be bound, (ii) such winding up, liquidation or dissolution shall be done in accordance with the requirements of all applicable laws and regulations, (iii) effective upon
such winding up, liquidation or dissolution, all of the assets and properties of such Guarantor or Subsidiary shall be duly and validly transferred and assigned to a Borrower or another Guarantor, free and clear of any liens, restrictions or
encumbrances other than the security interest and liens of Agent (and Agent shall have received such evidence thereof as Agent may reasonably require) and Agent shall have received copies of such deeds, assignments or other agreements as Agent may
request to evidence and confirm the transfer of such assets of such Guarantor or Subsidiary to a Borrower or Guarantor, (iv) Agent shall have received all documents and agreements that any Borrower, Guarantor or Subsidiary has filed with any
Governmental Authority or as are otherwise required to effectuate such winding up, liquidation or dissolution, (v) no Borrower or Guarantor shall assume any Indebtedness, obligations or liabilities as a result of such winding up, liquidation or
dissolution, or otherwise become liable in respect of any obligations or liabilities of the entity that is winding up, liquidating or dissolving, unless such Indebtedness is otherwise expressly permitted hereunder, (vi) Agent shall have received not
less than ten (10) Business Days prior written notice of the intention of such Guarantor or Subsidiary (other than any Subsidiary of Salant except Salant Holding) to wind up, liquidate or dissolve, and (vii) as of the date of such winding up,
liquidation or dissolution and after giving effect thereto, no Default or Event of Default shall exist or have occurred; or” 
  

13. Minimum EBITDA. Section 9.17 of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor:

  
 “9.17 Minimum
EBITDA. At any time that the aggregate amount of the Excess Availability is less than $20,000,000, (a) the EBITDA of Parent and its Subsidiaries (on a consolidated basis) for the preceding twelve (12) consecutive months (treated as a single
accounting period) as of the end of the most recent fiscal month for which Agent or any Lender has received financial statements of Borrowers or Guarantors, shall be not less than $40,000,000 (after giving effect to the EBITDA of Salant and its
Subsidiaries on a pro forma basis in a manner satisfactory to Agent) and (b) the EBITDA of Parent and its Subsidiaries (on a consolidated basis) as of 

 

 13 








 
the end of the most recent two (2) fiscal months, on a combined basis, for which Agent or any Lender has received financial statements of Borrowers or Guarantors shall be positive.”

  
 14. Assignments; Participations. Agent
hereby confirms that its consent to the assignment by a Lender of a portion of such Lender’s rights and obligations under the Loan Agreement to one or more Eligible Transferees as required under Section 13.7(a) of the Loan Agreement shall not
be unreasonably withheld. 
  
 15. Existing Salant
Letters of Credit. 
  
 15.1 Borrowers and
Guarantors confirm and acknowledge that Agent, on behalf of Lenders, and for the account of Borrowers and Guarantors, has agreed to indemnify and reimburse the Existing Salant Lenders for certain liabilities of the Existing Salant Lenders in
connection with or related to certain of the Existing Salant Letters of Credit as set forth in the LC Indemnification Agreement. Without limiting any other rights of Agent and Lenders or other obligations and liabilities of Borrowers and Guarantors,
each Borrower shall reimburse Agent on demand (or, at its option, Agent may charge the loan account of any Borrower or Guarantor) for all liability, loss, costs, damage or expense (including, but not limited to, attorneys’ fees and expenses)
which Agent or any Lender may suffer or incur by reason of any reimbursement or payment to any Existing Salant Lender in connection with the Existing Salant Letters of Credit or any other cause or matter arising out of or relating to the LC
Indemnification Agreement. The Existing Salant Letters of Credit that are subject to the LC Indemnification Agreement shall constitute Letter of Credit Accommodations and shall be subject to a Reserve in the full amount of the liability of Agent to
the Existing Salant Lenders (contingent or otherwise) pursuant to the LC Indemnification Agreement. The Reserve shall be reduced to the extent of any payment by Agent to an Existing Salant Lender in respect of or in connection with an Existing
Salant Letter of Credit and, except as Agent may otherwise determine, shall not terminate as to any undrawn amounts under an Existing Salant Letter of Credit (and interest and fees related thereto) until Agent shall receive the written agreement of
Existing Salant Lenders (or the agent on their behalf), in form and substance satisfactory to Agent, that Agent and Lenders have no further liability to Existing Salant Lenders in respect thereof. 

 
 15.2 Agent is irrevocably authorized to pay any Existing
Salant Lender any amounts demanded by such Existing Salant Lender under the LC Indemnification Agreement without regard to any dispute or claim that any Borrrower or Guarantor may have or assert against any Existing Salant Lender or any issuer of
any Existing Salant Letter of Credit, Agent or any party to any Existing Salant Letter of Credit and Borrowers and Guarantors shall indemnify and pay to Agent as set forth above, without offset, defense or counterclaim of any kind, nature or
description. 
  
 15.3 In addition, Agent is
transferring the liability to the issuer of certain of the Existing Salant Letters of Credit from the Existing Salant Lenders to Agent (on behalf of Lenders and for the account of Salant) as set forth in the letter agreement, dated of even date
herewith, by and among such issuer, The CIT Group/Commercial Services, Inc. as agent for the other Existing Salant Lenders, Agent, Salant and Salant Holding. The Existing Salant Letters of Credit that are

  

 14 








 
so transferred shall constitute Letter of Credit Accommodations and shall be subject to a Reserve in the full amount of the liability of Agent to the issuer thereof (contingent or otherwise).

  
 16. Representations, Warranties and
Covenants. Borrowers (including New Borrowers) and Guarantors jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants shall survive the execution and
delivery hereof: 
  
 16.1 This Amendment No. 1 and
the Salant Supplemental Financing Agreements have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto and thereto and, if necessary, their respective stockholders,
and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrowers and Guarantors contained herein and therein constitute legal, valid and binding obligations of Borrowers and Guarantors
enforceable against them in accordance with their terms except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’
rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
  

16.2 No action of, or filing with, or consent of any Governmental Authority, other than the filing of UCC financing statements, and no
approval or consent of any other party, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment No. 1 and the Salant Supplemental Financing Agreements. 

 
 16.3 None of the transactions contemplated by this Amendment
No. 1 or the Salant Supplemental Financing Agreements are in contravention of any applicable law, or the terms of any agreement to which any Borrower or Guarantor is a party or by which any property of any Borrower or Guarantor is bound. 

 
 16.4 As of the date hereof, except as otherwise provided in
Section 11 above, Agent has and will have a valid and perfected first priority security interest in the assets of New Borrowers, subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under
Section 9.8 of the Loan Agreement. 
  
 16.5 After
giving effect to the amendments provided for herein, including the new Information Certificate included with this Amendment No. 1, all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as
amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of an earlier specified date, in which case such
representation or warranty shall have been true and correct as of such date. 
  

16.6 After giving effect to the amendments provided for herein and the Merger and other transactions contemplated hereby and in the Merger
Agreements, each Borrower (including each New Borrower) is not insolvent (as such term is defined in the US Bankruptcy Code and any applicable state law) or will not become insolvent, and does not have unreasonably small

  

 15 








 
capital after the consummation of the transactions contemplated hereby and thereby to continue to engage in its business and has not incurred liabilities as a result of the transactions
contemplated hereby and thereby that are beyond its ability to pay as such liabilities mature. 
  

16.7 The Merger Agreements and the transactions contemplated thereby have been duly executed, delivered and performed in accordance with
their terms, including the fulfillment (not the waiver, except as disclosed and consented to by Agent) of all conditions precedent set forth therein. Pursuant to the Merger Agreements and the transactions contemplated thereby, Parent has acquired
and has good and marketable title to all of the issued and outstanding shares of Capital Stock of Salant and Salant has good and marketable title to all of the issued and outstanding shares of Capital Stock of Salant Holding and each of Salant
Caribbean, S.A., Birdhill Limited and Salant Far East Limited (except for 5 shares in the case of Salant Caribbean, S.A., which are issued to Erick Sterkel Caal and one share in the case of each of Birdhill Limited and Salant Far East Limited, which
are issued to Descona Ltd., a solicitor for the trustee of Salant), free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted under Section 9.8 of the Loan Agreement. The total amount of the purchase price and
other consideration required to be paid by Parent for all of the issued and outstanding shares of Capital Stock of Salant does not exceed $92,000,000. 
  

16.8 All actions and proceedings required by the Merger Agreements, applicable law or regulation (including, but not limited to,
compliance with the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended and all applicable securities laws) have been taken and the transactions contemplated thereby have been duly and validly taken and consummated. 

 
 16.9 Agent has, on or before the date hereof, received from
Borrowers, true, complete and correct copies of the Merger Agreements, and all notices, instruments, documents and agreements related thereto, including all exhibits and schedules thereto. 

 
 16.10 Borrowers and Guarantors shall take such steps and
execute and deliver, and cause to be executed and delivered, to Agent, such additional UCC financing statements and termination statements, and other and further agreements, documents and instruments as Agent may require in order to more fully
evidence, perfect and protect Agent’s first priority security interest in the Collateral (including the Collateral of New Borrowers). 
  

16.11 Each of the Subsidiaries of Salant set forth on Exhibit D hereto, other than Salant Caribbean, S.A., Birdhill Limited and Salant Far
East Ltd., are and shall continue to be inactive and are not engaged in, and shall not engage in, any business or commercial activity or hold or own any assets or properties. 

 
 16.12 On or before the date hereof, Ocean Bank has ceased to
be a Letter of Credit Issuer. On or before July 31, 2003, (a) all Letter of Credit Facility Agreements with Ocean Bank shall be terminated and of no further force and effect and Ocean Bank shall not have any security interest in or lien upon any of
the assets or properties of any Borrower or Guarantor and (b) all UCC financing statements between Ocean Bank as secured party and any Borrower or Guarantor, as debtor filed with any Governmental Authority prior to the date hereof shall have been

  

 16 








 
terminated of record pursuant to termination statements the filing of which were duly authorized by Ocean Bank. 

 
 16.13 As of the date hereof, no Default or Event of Default
exists or has occurred and is continuing. 
  
 17.
Conditions Precedent. The effectiveness of the consent and amendments contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent: 

 
 17.1 Agent shall have received an executed original or
executed original counterparts of this Amendment No. 1 (including all schedules and exhibits hereto) and the Salant Supplemental Financing Agreements, duly authorized, executed and delivered by the respective party or parties hereto; 

 
 17.2 Agent shall have received, in form and substance
satisfactory to Agent, (a) amendments to the Letter of Credit Intercreditor Agreements providing for the addition of the New Borrowers thereto, and related matters, duly authorized, executed and delivered by the Letter of Credit Issuers and (b)
amendments to the Factor Assignment Agreements providing for the addition of the New Borrowers thereto (to the extent that the New Borrowers have been added to or are included in the arrangements with a Factor), and related matters, duly authorized,
executed and delivered by the Factors and Borrowers and Guarantors; 
  

17.3 each of the Merger Agreements and the transactions contemplated thereby shall have been or shall be duly authorized, executed and
delivered by the respective parties thereto prior to or contemporaneously with the effectiveness thereof; 
  

17.4 all conditions precedent to the obligations of the parties to the Merger Agreements shall have been fulfilled (and not merely waived,
except if approved in writing by Agent), at or before the consummation of the Merger; 
  

17.5 all actions and proceedings required by the Merger Agreements, applicable law or regulation and the transactions contemplated thereby
shall have been duly and validly taken in accordance with the terms thereof, and all required consents thereto under any agreement, document or instrument to which Borrowers, Salant, Salant Holdings or any of their affiliates is a party or by which
any of its or their properties are bound, and all applicable consents or approvals of each Governmental Authority, shall have been obtained and be in full force and effect; 

 
 17.6 no court of competent jurisdiction shall have issued any
injunction, restraining order or other order which prohibits the consummation of the transactions described in the Merger Agreements or the Financing Agreements or modifies such transactions, and no governmental or other action or proceeding shall
have been commenced, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Merger Agreements or the Financing Agreements; 

 
  

 17 








 17.7 Agent shall have received UCC, Federal and State tax lien and judgment searches with
respect to New Borrowers in all relevant jurisdictions, as determined by Agent; 
  

17.8 Agent shall have received evidence of insurance and loss payee endorsements required under the Loan Agreement and under the other
Financing Agreements with respect to New Borrowers, in form and substance satisfactory to Agent, and certificates of insurance policies and/or endorse-ments naming Agent as loss payee; 

 
 17.9 the aggregate amount of the Excess Availability of
Borrowers as determined by Agent, as of the date hereof, shall be not less than $40,000,000 after giving effect to the Loans made or to be made and Letter of Credit Accommodations issued or to be issued in connection with the Merger and the other
transactions contemplated hereunder and the amount of any fees and expenses payable in connection therewith (except that for purposes of this Section 17.9, the calculation of Excess Availability shall be without regard to the
limitations of the Maximum Credit and the Loan Limits as to any Borrower for up to the aggregate amount of $10,000,000); 
  

17.10 Agent shall have received, in form and substance satisfactory to Agent, all releases, terminations and such other documents as Agent
may request to evidence and effectuate the termination by the Existing Salant Lenders of their respective financing arrangements with Salant and its Subsidiaries and the termination and release by it or them, as the case may be, of any interest in
and to any assets and properties of Salant and its Subsidiaries, duly authorized, executed and delivered by it or each of them, including, but not limited to, UCC termination statements for all UCC financing statements previously filed by it or any
of them or their predecessors, as secured party and Salant or any of its Subsidiaries, as debtor; 
  

17.11 no material adverse change shall have occurred in the assets, business or prospects of Borrowers and Guarantors since the date of
Agent’s latest field examination (not including for this purpose the field review referred to in Section 17.12 below) and no change or event shall have occurred which would impair the ability of any Borrower or Guarantor to perform its
obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent or any Lender to enforce the Obligations or realize upon the Collateral; 

 
 17.12 Agent shall have completed a field review of the
Records and such other information with respect to the Collateral of Salant and its Subsidiaries as Agent may require to determine the amount of Loans available to Salant and Salant Holding (including, without limitation, current perpetual inventory
records and/or roll-forwards of Accounts and Inventory through the date of closing and test counts of the Inventory in a manner satisfactory to Agent, together with such supporting documentation as may be necessary or appropriate, and other
documents and information that will enable Agent to accurately identify and verify the Collateral), the results of which in each case shall be satisfactory to Agent, not more than three (3) Business Days prior to the date hereof; 

 
 17.13 Agent shall have received evidence, in form and
substance satisfactory to Agent, that Agent has a valid perfected first priority security interest in all of the Collateral (other than the Senior Note Priority Collateral, the Letter of Credit Issuer Priority Collateral and certain deposit accounts
to the extent set forth in Section 11 hereof) and a valid perfected second priority 
  

 18 








 
security interest in all other Collateral (other than certain deposit accounts to the extent set forth in Section 11 hereof); 

 
 17.14 Agent shall have received Borrowers’ projected
financial statements for the period from the date hereof through January 31, 2004, which shall be prepared on a monthly basis, together with a certificate, dated the date hereof, of the chief financial officer or chief executive officer of Parent
stating that such projected financial statements were prepared by such officer of Parent in good faith and are based on assumptions that are believed by such officer in good faith to be reasonable in light of all facts and circumstances known to
Parent at such time, all of which shall be reasonably satisfactory to Agent; 
  

17.15 Agent shall have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements
from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral (including the Collateral of New Borrowers) or to effectuate the provisions of this
Amendment No.1 and the other Financing Agreements; 
  

17.16 Agent shall have received, in form and substance satisfactory to Agent, the Information Certificate duly authorized, executed and
delivered by Borrowers and Guarantors; 
  
 17.17 New
Borrowers shall have authorized Agent to prepare and file such Uniform Commercial Code financing statements and other documents and instruments which Agent has determined are necessary to perfect or continue perfecting the security interests of
Agent in all of the assets now or hereafter owned by New Borrowers; 
  

17.18 Agent shall have received originals of the shares of the stock certificates representing one hundred percent (100%) of the issued
and outstanding shares of the Capital Stock of the direct and indirect Subsidiaries of a Borrower or Guarantor which are organized under the laws of a jurisdiction within the United States of America (in each case together with stock powers duly
executed in blank with respect thereto); 
  
 17.19
Agent shall have received, in form and substance satisfactory to Agent, Deposit Account Control Agreements by and among Agent, each New Borrower and each bank where such New Borrower has a deposit account (other than deposit accounts used
exclusively in connection with an individual retail store location and for the deposit accounts of New Borrower currently maintained at SunTrust Bank and JPMorgan Chase Bank), in each case, duly authorized, executed and delivered by such bank and
New Borrower; 
  
 17.20 Agent shall have received, in
form and substance satisfactory to Agent, true, correct and complete copies of the Merger Agreements, duly executed, authorized and delivered by each of the parties thereto; 

 
 17.21 Agent shall have received (i) a copy of the Certificate
of Incorporation (or comparable document), and all amendments thereto, for each New Borrower certified by the Secretary of State of its jurisdiction of incorporation as of a recent date certifying that each of the foregoing documents remains in full
force and effect and has not been modified or amended, 
  

 19 








 except as described therein and (ii) a certificate from an officer of each Borrower and Guarantor dated the
date hereof certifying that its Certificate of Incorporation (or comparable document) and all amendments thereto for it remains in full force and effect and has not been modified or amended as to Existing Borrowers and Guarantors since the date of
the certified copy thereof previously delivered to Agent prior to the date hereof and as to New Borrowers except as described therein; 
  

17.22 Agent shall have received, in form and substance satisfactory to Agent, the Officer’s Certificate of Directors’
Resolutions, Corporate By-Laws, Incumbency and Shareholder’s Consent of each Borrower and each Guarantor (except as to Parent, without the Shareholder’s Consent) evidencing the adoption and subsistence of resolutions approving the
execution, delivery and performance by each Borrower and Guarantor of this Amendment No. 1 and the Salant Supplemental Financing Agreements to which it is a party; 

 
 17.23 Agent shall have received original good standing
certificates (or its equivalent) from the Secretary of State (or comparable official) from each jurisdiction where each Borrower and Guarantor conducts business; 

 
 17.24 Agent shall have received, in form and substance
satisfactory to Agent, a legal opinion of counsel to Borrowers and Guarantors with respect to the matters contemplated by this Amendment No. 1, the Salant Supplemental Financing Agreements and the Merger Agreements, and including opinions of counsel
qualified in such jurisdictions as Agent may specify; and 
  

17.25 No Default or Event of Default shall exist or have occurred and be continuing. 

 
 18. Effect of this Amendment. This Amendment No.1 and
the instruments and agreements delivered pursuant hereto constitute the entire agreement of the parties with respect to the subject matter hereof and thereof, and supersede all prior oral or written communications, memoranda, proposals,
negotiations, discussions, term sheets and commitments with respect to the subject matter hereof and thereof. Except as expressly amended pursuant hereto and except for the consent expressly granted herein, no other changes or modifications or
waivers to the Financing Agreements are intended or implied, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent that any
provision of the Loan Agreement or any of the other Financing Agreements are inconsistent with the provisions of this Amendment No.1, the provisions of this Amendment No.1 shall control. 

 
 19. Further Assurances. Each Borrower and Guarantor
shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent or Lenders to effectuate the provisions and purposes of this Amendment No.1. 

 
 20. Governing Law. The rights and obligations
hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the internal laws of the State of Florida (but excluding any principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of Florida). 
  

 20 








 21. Binding Effect. This Amendment No.1 shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and assigns. 
  

22. Counterparts. This Amendment No.1 may be executed in any number of counterparts, but all of such counterparts shall together
constitute but one and the same agreement. In making proof of this Amendment No.1, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of
this Amendment No.1 by telecopier shall have the same force and effect as delivery of an original executed counterpart of this Amendment No.1. Any party delivering an executed counterpart of this Amendment No.1 by telecopier also shall deliver an
original executed counterpart of this Amendment No.1, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment No.1 as to such party or any other party.

  
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

  

 21 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed
and delivered by their authorized officers as of the day and year first above written. 
  

			
	 SUPREME INTERNATIONAL, INC

		
	 By:
	 	 Rosemary B. Trudeau


		
	 Title:
	 	 Treasurer


	
	 JANTZEN, INC.

		
	 By:
	 	 Rosemary B. Trudeau


		
	 Title:
	 	 Treasurer


	
	 SALANT CORPORATION

		
	 By:
	 	 Rosemary B. Trudeau


		
	 Title:
	 	 Treasurer


	
	 SALANT HOLDING CORPORATION

		
	 By:
	 	 Rosemary B. Trudeau


		
	 Title:
	 	 Treasurer


	
	 PERRY ELLIS INTERNATIONAL, INC.

	 PEI LICENSING, INC.

	 JANTZEN APPAREL CORP.

	 SUPREME REAL ESTATE I, LLC

	 SUPREME REAL ESTATE II, LLC

	 SUPREME REALTY, LLC

	 BBI RETAIL, L.L.C.

	 PERRY ELLIS REAL ESTATE CORPORATION

		
	 By:
	 	 Rosemary B. Trudeau


		
	 Title:
	 	 Secretary, Treasurer, V.P. or Manager, as
applicable



  

[SIGNATURES CONTINUE ON FOLLOWING PAGE] 







 [SIGNATURES CONTINUED FROM PRECEDING PAGE] 

 

			
	 SUPREME MUNSINGWEAR CANADA INC.

		
	 By:
	 	 Rosemary B. Trudeau


		
	 Title:
	 	 Treasurer





 

			
	 AGREED:

	
	 CONGRESS FINANCIAL CORPORATION

(FLORIDA), as Agent

		
	 By:
	 	 [ILLEGIBLE]


		
	 Title:
	 	 A.V.P










 EXHIBIT A 

TO 
 AMENDMENT NO.
1 
  
 Existing Salant Lenders 

 
 The CIT Group/Commercial Services, Inc. 

 

 A-1 








 EXHIBIT B 

TO 
 AMENDMENT NO.
1 
  
 Existing Letters of Credit 

 
 See Attached 

 

 B-1 








 THE CIT GROUP//COMMERCIAL SERVICES, INC 

Detail Position Report 
  

																			
	L/C	 	 Beneficiary
	 	 Type
	 	Issue
Date	 	Expiration
Date	 	Tol.	 	Opening
Balance	 	Unused
Balance	 	Outstanding
Acceptances	 	Guarantee
Balance
										
	S222222	 	 *
	 	SIGHT	 	01/31/01	 	02/01/01	 	0.00	 	*	 	*	 	0.00	 	0.00
										
	2789449	 	 *
	 	SIGHT	 	04/30/03	 	07/05/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	3749464	 	 *
	 	SIGHT	 	12/04/02	 	06/09/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	3789673	 	 *
	 	SIGHT	 	05/02/03	 	06/30/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	A790680	 	 *
	 	SIGHT	 	06/04/03	 	08/09/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	A986762	 	 *
	 	SIGHT	 	03/05/03	 	09/14/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	A986781	 	 *
	 	SIGHT	 	04/01/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A749452	 	 *
	 	SIGHT	 	11/22/02	 	07/15/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	A749532	 	 *
	 	SIGHT	 	02/05/03	 	07/21/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2986806	 	 *
	 	SIGHT	 	04/22/03	 	06/10/30	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A749462	 	 *
	 	SIGHT	 	12/04/02	 	06/30/03	 	0.00	 	*	 	*	 	0.00	 	
										
	A789479	 	 *
	 	SIGHT	 	05/12/03	 	07/05/03	 	3.00	 	*	 	*	 	0.00	 	0.00

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 B-2 








 THE CIT GROUP//COMMERCIAL SERVICES, INC 

Detail Position Report 
  

																			
	L/C	 	 Beneficiary
	 	 Type
	 	Issue
Date	 	Expiration
Date	 	Tol.	 	Opening
Balance	 	Unused
Balance	 	Outstanding
Acceptances	 	Guarantee
Balance
										
	A790000	 	 *
	 	SIGHT	 	05/12/03	 	06/14/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	A790520	 	 *
	 	SIGHT	 	05/30/03	 	07/11/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A986756	 	 *
	 	SIGHT	 	03/04/03	 	06/10/03	 	0.00	 	*	 	*	 	0.00	 	0.00
										
	A926447	 	 *
	 	SIGHT	 	01/06/99	 	02/09/00	 	0.00	 	*	 	*	 	0.00	 	58,032.45
										
	A926450	 	 *
	 	SIGHT	 	01/07/99	 	12/30/99	 	0.00	 	*	 	*	 	0.00	 	105,300.94
										
	A926488	 	 *
	 	SIGHT	 	03/11/99	 	03/30/00	 	0.00	 	*	 	*	 	0.00	 	149,676.20
										
	2789617	 	 *
	 	SIGHT	 	05/01/03	 	05/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2790084	 	 *
	 	SIGHT	 	05/19/03	 	08/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2790170	 	 *
	 	SIGHT	 	05/16/03	 	06/25/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2790171	 	 *
	 	SIGHT	 	05/16/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2790316	 	 *
	 	SIGHT	 	05/20/03	 	07/05/03	 	3.00	 	*	 	*	 	0.00	 	0.00

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 B-3 








 THE CIT GROUP//COMMERCIAL SERVICES, INC 

Detail Position Report 
  

																			
	L/C	 	 Beneficiary
	 	 Type
	 	Issue
Date	 	Expiration
Date	 	Tol.	 	Opening
Balance	 	Unused
Balance	 	Outstanding
Acceptances	 	Guarantee
Balance
										
	2790792	 	 *
	 	SIGHT	 	06/11/03	 	07/19/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2986793	 	 *
	 	SIGHT	 	04/09/03	 	06/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2986797	 	 *
	 	SIGHT	 	04/09/03	 	06/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2986801	 	 *
	 	SIGHT	 	04/17/03	 	08/02/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	3789803	 	 *
	 	SIGHT	 	05/08/03	 	07/15/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	3789880	 	 *
	 	SIGHT	 	05/08/03	 	06/20/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2749455	 	 *
	 	SIGHT	 	11/26/02	 	03/20/03	 	5.00	 	*	 	*	 	0.00	 	16,954.39
										
	2789549	 	 *
	 	SIGHT	 	04/30/03	 	06/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2789551	 	 *
	 	SIGHT	 	05/06/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2789619	 	 *
	 	SIGHT	 	05/07/03	 	07/05/03	 	3.00	 	*	 	*	 	0.00	 	0.00

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 B-4 








 THE CIT GROUP//COMMERCIAL SERVICES, INC 

Detail Position Report 
  

																			
	L/C	 	 Beneficiary
	 	 Type
	 	Issue
Date	 	Expiration
Date	 	Tol.	 	Opening
Balance	 	Unused
Balance	 	Outstanding
Acceptances	 	Guarantee
Balance
										
	2789620	 	 *
	 	SIGHT	 	04/30/03	 	07/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2789621	 	 *
	 	SIGHT	 	04/30/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2789861	 	 *
	 	SIGHT	 	05/15/03	 	08/04/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2789862	 	 *
	 	SIGHT	 	08/09/03	 	07/10/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2986780	 	 *
	 	SIGHT	 	04/09/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2986802	 	 *
	 	SIGHT	 	04/17/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	3986777	 	 *
	 	SIGHT	 	04/01/03	 	07/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	3986778	 	 *
	 	SIGHT	 	04/01/03	 	06/30/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	3986803	 	 *
	 	SIGHT	 	04/17/03	 	08/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 B-5 








 THE CIT GROUP//COMMERCIAL SERVICES, INC 

Detail Position Report 
  

																			
	L/C	 	 Beneficiary
	 	 Type
	 	Issue
Date	 	Expiration
Date	 	Tol.	 	Opening
Balance	 	Unused
Balance	 	Outstanding
Acceptances	 	Guarantee
Balance
										
	A749457	 	 *
	 	SIGHT	 	12/03/02	 	03/12/03	 	5.00	 	*	 	*	 	0.00	 	187,737.60
										
	A789552	 	 *
	 	SIGHT	 	05/15/03	 	07/15/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A789618	 	 *
	 	SIGHT	 	06/15/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A789623	 	 *
	 	SIGHT	 	05/16/03	 	07/10/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A789860	 	 *
	 	SIGHT	 	05/12/03	 	07/05/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A789998	 	 *
	 	SIGHT	 	05/15/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A986764	 	 *
	 	SIGHT	 	03/11/03	 	07/15/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A986770	 	 *
	 	SIGHT	 	03/25/03	 	07/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A986784	 	 *
	 	SIGHT	 	04/23/03	 	08/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 B-6 








 THE CIT GROUP//COMMERCIAL SERVICES, INC 

Detail Position Report 
  

																			
	L/C	 	 Beneficiary
	 	 Type
	 	Issue
Date	 	Expiration
Date	 	Tol.	 	Opening
Balance	 	Unused
Balance	 	Outstanding
Acceptances	 	Guarantee
Balance
										
	A986785	 	 *
	 	SIGHT	 	04/09/03	 	06/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A986800	 	 *
	 	SIGHT	 	04/14/03	 	07/15/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A986804	 	 *
	 	SIGHT	 	04/17/03	 	06/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	2789859	 	 *
	 	SIGHT	 	05/06/03	 	07/15/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	3789830	 	 *
	 	SIGHT	 	05/05/03	 	06/20/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A749491	 	 *
	 	SIGHT	 	12/26/02	 	05/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A749493	 	 *
	 	SIGHT	 	12/26/02	 	07/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A749544	 	 *
	 	SIGHT	 	03/03/03	 	07/29/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A789266	 	 *
	 	SIGHT	 	04/18/03	 	07/15/03	 	3.00	 	*	 	*	 	0.00	 	0.00

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 B-7 









																			
										
	A789991	 	 *
	 	SIGHT	 	05/20/03	 	07/20/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A790044	 	 *
	 	SIGHT	 	05/16/03	 	07/30/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	A790542	 	 *
	 	SIGHT	 	06/09/03	 	07/30/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A986768	 	 *
	 	SIGHT	 	03/18/03	 	08/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A986776	 	 *
	 	SIGHT	 	04/09/03	 	06/04/03	 	5.00	 	*	 	*	 	0.00	 	0.00
										
	A986794	 	 *
	 	SIGHT	 	04/09/03	 	08/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A789740	 	 *
	 	SIGHT	 	05/02/03	 	06/30/03	 	0.00	 	*	 	*	 	0.00	 	0.00
										
	A986761	 	 *
	 	SIGHT	 	03/04/03	 	06/30/03	 	0.00	 	*	 	*	 	0.00	 	0.00
										
	A790195	 	 *
	 	SIGHT	 	05/30/03	 	06/25/03	 	3.00	 	*	 	*	 	0.00	 	0,00
										
	A790317	 	 *
	 	SIGHT	 	06/05/03	 	08/14/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A790793	 	 *
	 	SIGHT	 	06/11/03	 	08/15/03	 	3.00	 	*	 	*	 	0.00	 	0.00
										
	A903677	 	 *
	 		 		 	11/14/03	 		 		 	*	 		 	
										
	A789815	 	 *
	 		 		 	07/29/03	 		 		 	*	 		 	
										
	A790666	 	 *
	 		 		 	07/09/03	 		 		 	*	 		 	
										
	A986759	 	 *
	 		 		 	07/30/03	 		 		 	*	 		 	

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 B-8 









											
						
	2790446	 	 *
	 		 	07/05/03	 		 	*
						
	A103890	 		 	AIRWAY RELEASE	 		 		 	16,161.00
						
	A103890	 		 	AIRWAY RELEASE	 		 		 	7,528.56
						
	A101558	 		 	AIRWAY RELEASE	 		 		 	31,125.00
						
	A101558	 		 	AIRWAY RELEASE	 		 		 	41,535.00
						
	A101558	 		 	AIRWAY RELEASE	 		 		 	26,104.80
						
	2749455	 		 	AIRWAY RELEASE	 		 		 	1,255.00
						
	2749455	 		 	ADVANCED DOCUMENT	 		 		 	15,699.39
						
		 		 		 		 	Total	 	*

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 B-9 









					
	CONGRESS FINANCIAL	 		 	 Congress Financial Corporation

1133 Avenue of the Americas
 New York,
NY 10036

			
		 		 	 Tel 212 840-2000

www.congressfinancial.com

			
		 		 	





 SALANT CORP. STANDBY LETTERS OF CREDIT 

 

									
	L/C
Number	 	 Beneficiary
	 	Issue
Date	 	Current
Expiration
Data	 	Outstanding
Balance
					
	G199371	 	 *
	 	08/07/90	 	07/31/03	 	*
	T216696	 	 *
	 	09/22/93	 	08/30/03	 	*
	T220459	 	 *
	 	01/04/02	 	01/04/04	 	*
	T238198	 	 *
	 	12/06/94	 	12/10/03	 	*
	T288458	 	 *
	 	05/l2/99	 	05/11/04	 	*
	T292747	 	 *
	 	07/16/91	 	07/18/03	 	*
	T292981	 	 *
	 	07/16/92	 	07/16/03	 	*
		 		 		 		 	 
					
		 		 	TOTAL	 		 	*
		 		 		 		 	 

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 








 06/18/2003 
  

							
	L/C NO.	 	EXPIRATION
DATE	 	BENEFICIARY	 	UNUSED
BALANCE
				
	2789616	 	07/15/2003	 	*	 	*
	2790384	 	07/16/2003	 	*	 	*
	2790446	 	07/05/2003	 	*	 	*
	A790668	 	07/30/2003	 	*	 	*
	2986775	 	07/18/2003	 	*	 	*
	3749527	 	07/15/2003	 	*	 	*
	A789177	 	07/30/2003	 	*	 	*
	A789320	 	07/30/2003	 	*	 	*
	A789698	 	07/14/2003	 	*	 	*
	A986786	 	07/15/2003	 	*	 	*
	A986790	 	06/30/2003	 	*	 	*
	2986791	 	07/15/2003	 	*	 	*
	A986796	 	07/15/2003	 	*	 	*
				
	FOR LD.B.	 		 		 	*


 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 









							
	L/C NO.	 	EXPIRATION
DATE	 	BENEFICIARY	 	UNUSED
BALANCE
				
	2749509	 	06/14/2003	 	*	 	*
	2749528	 	06/30/2003	 	*	 	*
	2789261	 	07/15/2003	 	*	 	*
	2789263	 	07/05/2003	 	*	 	*
	2789622	 	06/05/2003	 	*	 	*
	3749526	 	07/15/2003	 	*	 	*
	3749531	 	06/30/2003	 	*	 	*
	3903702	 	05/18/2003	 	*	 	*
	A749479	 	07/15/2003	 	*	 	*
	A749500	 	07/05/2003	 	*	 	*
	A749522	 	07/30/2003	 	*	 	*
	A789262	 	07/16/2003	 	*	 	*
	A789264	 	06/12/2003	 	*	 	*
	A789265	 	07/15/2003	 	*	 	*
	A789297	 	05/30/2003	 	*	 	*
	A789326	 	07/25/2003	 	*	 	*
	A789343	 	06/19/2003	 	*	 	*
	A789353	 	06/19/2003	 	*	 	*
	A789358	 	06/19/2003	 	*	 	*
	A789376	 	06/19/2003	 	*	 	*
	A789469	 	07/30/2003	 	*	 	*
	A789548	 	07/16/2003	 	*	 	*
	A789615	 	07/29/2003	 	*	 	*
	A789670	 	06/30/2003	 	*	 	*
	A789733	 	06/15/2003	 	*	 	*
	A789852	 	06/30/2003	 	*	 	*
	A789916	 	07/10/2003	 	*	 	*
	A789999	 	06/30/2003	 	*	 	*
	A790083	 	07/10/2003	 	*	 	*
	A790641	 	07/04/2003	 	*	 	*
	A790667	 	06/30/2003	 	*	 	*
	A790827	 	07/27/2003	 	*	 	*
	A790866	 	07/09/2003	 	*	 	*
	A986771	 	06/09/2003	 	*	 	*
	A986787	 	07/19/2003	 	*	 	*
	A986788	 	06/14/2003	 	*	 	*
	A986789	 	06/04/2003	 	*	 	*
	A986795	 	07/30/2003	 	*	 	*
	A986798	 	06/09/2003	 	*	 	*
	A986799	 	06/14/2003	 	*	 	*
	A986805	 	05/30/2003	 	*	 	*
	A983759	 	07/30/2003	 	*	 	*
			
	 FOR COMMERCE BANK
	 		 	*

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 








 EXHIBIT C 

TO 
 AMENDMENT NO.
1 
 Information Certificate 

See Attached 
  

 C-1 








 AMENDED and RESTATED 

INFORMATION CERTIFICATE 

OF 
 PERRY ELLIS
INTERNATIONAL, INC. 
 AND ITS SUBSIDIARIES 

Dated: June 18, 2003 

Congress Financial Corporation (Florida), as Agent 

777 Brickell Avenue 
 Miami, Florida 33131

 In connection with certain financing provided or to be provided by Congress Financial Corporation (Florida) in its capacity
as agent acting for and on behalf of certain lenders (in such capacity, “Agent”) and such lenders (collectively, “Lenders”), each of the undersigned (individually, a “Company” and, collectively, the
“Companies”) jointly and severally represents and warrants to Agent and Lenders’ the following information about it, its organizational structure and other matters of interest to Agent and Lenders: 

 

	1.	The full and exact name of each Company as set forth in its certificate of incorporation (or its certificate of formation or other organizational document filed with
the applicable state governmental authority, as the case may be) is as follows: 

 See Exhibit A hereto.

  

	2.	Each Company uses and owns the following trade name(s) in the operation of its business (e.g. billing, advertising, etc.; note: do not include, names which are product
names only): 

  

			
	 Company
	 	 Trade Names

		
	N/A	 	N/A

  

	3.	Each Company is a registered organization of the following type (for example, corporation, limited partnership, limited liability company, etc.):


  

			
	 Company
	 	 Type

		
	See Exhibit A hereto.	 	

  

 C-2 









	4.	Each Company was organized on the date indicated for such company below, under the laws of the State indicated below for such Company, and each Company is in good
standing under the laws of such State. 

  

					
	 Company
	 	 Date of

Organization
	 	 Jurisdiction of

Organization

			
	 See Exhibit A hereto.
	 		 	

  

	5.	The organizational identification number of each Company issued by its jurisdiction of organization is as set forth below (or if none is issued by the jurisdiction of
organization indicate “none”): 

  

					
	 Company
	 	 Date of

Organization
	 	 Jurisdiction of

Organization

			
	 See Exhibit A hereto.
	 		 	

  

	6.	The Federal Employer Identification Number of each Company is as follows: 


 

					
	 Company
	 	 Date of

Organization
	 	 Jurisdiction of

Organization

			
	 See Exhibit A hereto.
	 		 	

  

	7.	Each Company is duly qualified and authorized to transact business as a foreign organization in the following states and is in good standing in such states:


  

			
	 Company
	 	 Jurisdiction

		
	 See Exhibit A hereto.
	 	

  

	8.	Since the date of its organization, the name of each Company as set forth in its organizational documentation as filed of record with the applicable state authority has
been changed as follows: 

  

					
	 Company
	 	 Date of Change
	 	 Prior Name


  


 C-3 








 In June 1999, Supreme International Corporation changed its name to Perry Ellis
International, Inc., a Florida corporation. 
  

	9.	In the last five years, Perry Ellis International, Inc. (“Perry Ellis”) has made or entered into the following mergers or acquisitions in excess of $1.0
million: 

  

	 	i.	In June 2003, Perry Ellis acquired Salant Corporation for approximately $91.0 million pursuant to an Agreement and Plan of Merger whereby, Connor Acquisition Corp., a
wholly owned subsidiary of Perry Ellis International, Inc was merged into and with Salant Corporation. 

  

	 	ii.	In March 2002, Perry Ellis acquired the Jantzen business pursuant to an asset purchase agreement from subsidiaries of VF Corporation for approximately $24.0 million.


  

	 	iii.	 In November 2000, Perry Ellis acquired various trademarks, including the Mondo di
Marco® trademark from the bankruptcy estate of Mondo, Inc. for $1.75 million. 



 

	 	iv.	In July 2000, Perry Ellis acquired the Pro-Player, Artex, Fun Gear and Salem Sportswear from the bankruptcy estate of Fruit of the Loom, Inc. for approximately $1.30
million. 

  

	 	v.	In April 1999, Perry Ellis acquired Perry Ellis International, Inc., a New York corporation, pursuant to a stock purchase agreement for approximately $75.0 million from
The PEI Trust. 

  

	 	vi.	In March 1999, Perry Ellis acquired the John Henry, Manhattan and Lady Manhattan trademarks and certain manufacturing equipment pursuant to a purchase agreement for
$27.0 million from Salant Corporation, .Frost Bros. Enterprises, Inc. and Maquiladora Sur, S.A. de C.V. 

  

	10.	The chief executive office and mailing address of each Company is located at the address indicated for such Company on Schedule 8.2 hereto. 


 

	11.	The books and records of each Company pertaining to accounts, contract rights, inventory, and other assets are located at the addresses indicated for such Company on
Schedule 8.2 hereto. 

  

	12.	Each Company has other places of business and/or maintains inventory or other assets only at the addresses (indicate whether locations are owned, leased or operated by
third parties and if leased or operated by third parties, their name and address) indicated for such Company on Schedule 8.2 hereto. 

  

 C-4 









	13.	The places of business or other locations of any assets used by each Company during the last four (4) months other than those listed above are as indicated for
such Company on Schedule 8.2 hereto. 

  

	14.	Each Company’s assets are owned and held free and clear of liens, mortgages, pledges, security interests, encumbrances or charges except as set forth on Schedule
8.4 hereto. 

  

	15.	There are no judgments or litigation pending by or against any Company, its subsidiaries and/or affiliates or any of its officers/principals, except as set forth on
Schedule 8.6 hereto. 

  

	16.	Each Company is in compliance with all environmental laws applicable to its business or operations except as set forth on Schedule 8.8 hereto. 


 

	17.	No Company has any deposit accounts, investment accounts, securities account or similar accounts with any bank, savings and loan or other financial institution, except
as set forth on Schedule 8.10 hereto for the purposes and of the types indicated therein. 

  

	18.	No Company owns or licenses any trademarks, patents, copyrights or other intellectual property, except as set forth on Schedule 8.11 hereto (indicate type of
intellectual property and whether owned or licensed, registration number, date of registration, and, if licensed, the name and address of the licensor). 

  

	19.	Each Company is affiliated with, or has ownership in, the corporations (including subsidiaries) and other organizations set forth on Schedule 8.12 hereto.


  

	20.	The names of the stockholders, (or members or partners, including general partners and limited partners) of each Company and their holdings are as set forth on Schedule
8.12 hereto (if stock or other interests are widely held indicate only holders owning 10% or more of the voting stock or other interests). 

  

	21.	No Company is a party to or bound by an collective bargaining or similar agreement with any union, labor organization or other bargaining agent except as set forth on
Schedule 8.13 hereto (indicate date of agreement, parties to agreement, description of employees covered, and date of termination). 

  

	22.	No Company is a party to or bound by any “material contract” except as set forth on Schedule 8.15 hereto. For this purpose a “material contract”
means any contract or other agreement, written or oral, of such Company required to be filed with the Securities and Exchange Commission. 

  

 C-5 









	23.	No Company has any “indebtedness” except as set forth on Schedule 9.9 hereto. For this purpose, the term “indebtedness” means any liability, whether
or not contingent, in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Company or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments; representing the
balance deferred and unpaid of the purchase price of any property or services (except any such balance that constitutes an account payable to a trade creditor (whether or not an Affiliate) created, incurred, assumed or guaranteed by such Company in
the ordinary course of business of such Person in connection with obtaining goods, materials or services that is not overdue by more than ninety (90) days, unless the trade payable is being contested in good faith); all obligations as lessee
under leases which have been, or should be, in accordance with generally accepted accounting principles recorded as capital leases; any contractual obligation, contingent or otherwise, of such Company to pay or be liable for the payment of any
indebtedness described in this definition of another party, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or
liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition; all obligations with respect to redeemable stock and redemption or
repurchase obligations under any Capital Stock or other equity securities issued by such Person; all reimbursement obligations and other liabilities of such Company with respect to surety bonds (whether bid, performance or otherwise), letters of
credit, banker’s acceptances or similar documents or instruments issued for such Company’s account; and all indebtedness of such Company in respect of indebtedness of another party for borrowed money or indebtedness of another party
otherwise described in this definition which is secured by any consensual lien, security interest, collateral assignment, conditional sale, mortgage, deed of trust, or other encumbrance on any asset of such Company, whether or not such obligations,
liabilities or indebtedness are assumed by or are a personal liability of such Company, all as of such time. 

  

	24.	No Company has made any loans or advances or guaranteed or otherwise become liable for the obligations of any others, except as set forth on Schedule 9.10 hereto.


  

	25.	No Company has any chattel paper (whether tangible or electronic) or instruments as of the date hereof, except as follows: 


None. 
  

	26.	No Company has any commercial tort claims as breach of contract, except as follows: 


1) All breach of contract claims against Premium Wear, Inc. and New England Business Services, Inc. arising in connection with certain
Munsingwear trademarks and licenses. 
 2) All claims against Campers World, Eagle Industries, Aris Industries, Inc. and others
arising in connection with the infringement of the Perry Ellis America trademark. 
 3) * 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-6 









	27.	There is no provision in the certificate of incorporation, certificate of formation, articles of organization, by-laws or operating agreement of any Company (as
applicable) or the other organizational documents of such Company, or in the laws of the State of its organization, requiring any vote or consent of it shareholders, members or other holders of the equity interests therein to borrow or to authorize
the mortgage or pledge of or creation of a security interest in any assets of such Company or any subsidiary. Such power is vested exclusively in its Board of Directors (or in the case of a limited partnership, the general partner that is the
signatory hereto, or in the case of a limited liability company, the manager that is the signatory hereto). 

  

	28.	The officers of each Company and their respective titles are as follows: 


See Exhibit A hereto. 

The following will have signatory powers as to all transactions of each Company with Lender: 

George Feldenkreis, Oscar Feldenkreis, Timothy B. Page and Rosemary B. Trudeau 

 

	29.	The members of the Board of Directors of each Company (or, if the Company is a limited partnership, the general partner or, if the Company is a limited liability
company, the managers) are: 

 See Exhibit A hereto. 

 

	30.	At the present time, there are no delinquent taxes due (including, but not limited to, all payroll taxes, personal property taxes, real estate taxes or income taxes).


  

	31.	Certified Public Accountants for each Company is the firm of: 


Name: Deloitte & Touche 

Address: 200 South Biscayne Boulevard, Miami, Florida 33131 

Partner Handling Relationship: Carlos Sabater 

Were statements uncertified for any fiscal year? No 

 

 C-7 








 Agent and Lenders shall be entitled to rely upon the foregoing in all respects and each of
the undersigned is duly authorized to execute and deliver this Information Certificate on behalf of the Company for which he or she is signing. 
  

			
	Very truly yours,
	
	PERRY ELLIS INTERNATIONAL, INC.
		
	By:	 	 /s/ Rosemary B. Trudeau

		 	Rosemary B. Trudeau, Vice President - Finance


  

 C-8 








 SCHEDULE 8.2 

to 
 INFORMATION
CERTIFICATE 
 Locations 

A. Company: Perry Ellis International, Inc. and Its Subsidiaries 
  

	 	1.	Chief Executive Office 


3000 N.W.
107th Avenue, Miami, Florida 33172 

 

	 	2.	Location of Books and Records 


3000 N.W.
107th Avenue, Miami, Florida 33172 

3. Locations of Inventory, Equipment and Other Assets 

 

							
	 Address
	  	 Owned/Leased/

Third Party*
	  	 Name/Address of Lessor or

Third Party, as Applicable
	  	 Perry Ellis entity

with Operations

				
	 3000 N.W.
107th Avenue

Miami, Florida 33172
	  	Owned	  	—	  	Supreme
				
	 411 N.E.
19th Avenue

Portland, Oregon 97232
	  	Leased	  	 Jantzen, Inc.
 411 N.E.
19th Avenue

Portland, Oregon 97323
	  	Jantzen
				
	 101 Mountain View Drive

Seneca, South Carolina 29672
	  	Owned	  	—	  	Jantzen/Supreme
				
	 1411 Broadway,
24th Floor

New York, New York 10018
	  	Leased	  	Trizechan-Swig LLC	  	Jantzen
				
	 777 N.W.
72nd Avenue

Miami, Florida 33126
	  	Leased	  	Miami International Mart Realty, Inc.	  	Supreme

  

 C-9 









							
	 Address
	  	 Owned/Leased/

Third Party*
	  	 Name/Address of Lessor or

Third Party, as Applicable
	  	 Perry Ellis entity

with Operations

				
	 5905 Kennedy Road Mississauga, Ontario

Canada L4Z263
	  	Third Party	  	Steele Imports	  	Supreme Canada
				
	 25 West
39th Street

New York, New York 10018
	  	Leased	  	Tommy Hilfiger U.S.A., Inc.	  	Supreme/PEI Licensing
				
	 R.B. Apparel
 440 West 20th

 Hialeah, Florida 33010
	  	Third Party	  	R.B. Apparel	  	Jantzen
				
	 14760 Don Julian
 City of
Industry, California
 91746
	  	Third Party	  	Third Party Enterprises, Inc.	  	Supreme
				
	2423 East Firestone Blvd. Southgate, California 90280	  	Third Party	  	Service Connection, Inc.	  	Supreme
				
	 7525 N.W.
48th Street

Miami, Florida 33166
	  	Leased	  	George Feldenkreis	  	Supreme
				
	 4810 N.W.
74th Avenue

Miami, Florida
	  	Leased	  	George Feldenkreis	  	Supreme

 SALANT CORPORATION 

 U.S. Inventory and Asset Locations 
  


					
	 Salant Executive Offices & Showroom
	 	 Leased/Owned
	 	 
			
	 1114 Avenue of the Americas

New York, NY 10036
	 	Leased	 	 Salant
 Salant Holding Corp.


			
	Financial Services	 		 	
			
	 1058 Claussen Road
 Suite 101

 Augusta, GA 30907
	 	Leased	 	Salant

  

 C-10 









					
	Salant Showroom	 		 	
			
	 Dallas Market Center
 Space
No. 2A70
 2300 Stemmons Freeway

Dallas, TX 75207
	 	Leased	 	Salant
			
	Axis Office	 		 	
			
	 8500 Higuera Street
 Culver
City, CA 90232
	 	Leased	 	Salant Holding Corporation
			
	Axis Showroom	 		 	
			
	 44 West 55 Street
 New York, NY
10019
	 	Leased	 	Salant Holding Company
			
	Tricots Office & Showroom	 		 	
			
	 1350 Avenue of the Americas

New York, NY 10019
	 	Leased	 	Salant Holding Company
			
	Distribution Locations	 		 	
			
	 392 US 321 Bypass
 Winnsboro,
SC 29180
	 	Owned	 	 Salant
 Salant Holding Company


			
	 264 US 321 Bypass
 Winnsboro,
SC 29180
	 	Leased	 	
			
	Third Party Warehouse	 		 	
			
	 Warehouse Distribution Service*

7900 N.W. 68th Street
 Miami, FL
33166
	 		 	 Salant
 Salant Holding Company


			
	 Barthco International Los Angeles*

1000 East 223rd Street
 Carson, CA
90745
	 		 	 Salant
 Salant Holding Company



  

 C-11 









					
	Third Party Contractor	 		 	
			
	Drusco*	 		 	Salant
	3380 N.W. 114th Street	 		 	
	Miami, FL 33167	 		 	
			
	Perry Ellis Retail Outlet Stores	 		 	
			
	See attached schedule 8.15	 	Leased	 	

 PERRY ELLIS STORES DIVISION 

Lease Expiration Schedule as of 03/26/03 

See Salant Listing of Retail Stores in Schedule 8.15 
  

	 	4.	Locations of Assets in Prior 4 Months not Listed Above 


None. 
  

	*	Will not be used after June 2003. 

  

 C-12 








 SCHEDULE 8.4 

to 
 INFORMATION
CERTIFICATE  
 Existing Liens* 
  

							
	 Name of Company
	 	 Name of Secured Party
	 	 Description Of Collateral
	 	 File No. of Financing

Statement/Jurisdiction

(Optional)

				
	Jantzen, Inc.	 	105 Capital	 	Color Copier	 	 44337 /

Oregon

				
		 	VISY Recycling, Inc.	 	 Ballor VG-HDP
 Ballor MP7245

	 	 1203258 /

South Carolina

				
	Supreme International, Inc.	 	Ikon Office Solutions, Inc.	 	See attachment 8.4(a)	 	 9800000280685 /

Florida

				
	Jantzen Apparel Corp.	 	State Street Bank and Trust Company	 	See attachment 8.4(b)	 	 20760276 /

Delaware

				
	Supreme Realty, LLC	 	State Farm Life Insurance Company	 	See attachment 8.4(c)	 	 200201586442 /

Florida

				
		 		 	Same as Florida filing	 	 20501/3266

Miami-Dade, Florida

				
	Perry Ellis International, Inc.	 	HSBC Bank USA	 	All personal property owned or hereinafter acquired	 	 200200151000 /

Florida

				
		 	State Street Bank and Trust Company	 	See attachment 8.4(d)	 	 200200703054 /

Florida

				
		 	Winthrop Resources Corporation	 	See attachment 8.4(e)	 	 200201122349 /

Florida

				
		 	IDB Bank	 	See attachment 8.4(g)	 	 200201828799 /

Florida

				
		 	Commercebank	 	See attachment 8.4(h)	 	 20020189046X

Florida


  

 C-13 









							
	 Name of Company
	 	 Name of Secured Party
	 	 Description Of Collateral
	 	 File No. of Financing

Statement/Jurisdiction

(Optional)

				
		 	Citicorp Vendor Finance, Inc.	 	Canon CLC 1120/CP 240	 	 235521 /

New York

				
		 		 	Same as New York	 	 00PN61891 /

New York County

				
	Salant Corporation	 	Banker’s Trust Company*	 	See attachment 8.4(i)	 	 575-93

111-1998-706
 Peach
County Georgia

				
		 	General Automation	 	See attachment 8.4(j)	 	 093838

New York

				
		 	Associates Leasing Inc.	 	See attachment 8.4(k)	 	 970303-130937A

South Carolina

				
		 	Associates Commercial Corporation	 	See attachment 8.4(l)	 	 98-198134

Texas

				
		 		 	See attachment 8.4(m)	 	 98-198133

Texas

				
		 		 	See attachment 8.4(n)	 	 98-187961

Texas

				
		 		 	See attachment 8.4(o)	 	 98-187960

03-00259875
 Texas


				
		 		 	See attachment 8.4(p)	 	 98-153470

Texas

				
		 		 	See attachment 8.4(q)	 	 98-153469

Texas

				
		 		 	See attachment 8.4(r)	 	 98-153468

Texas


  

	*	Please note there are no obligations secured by the lien reflected by this financing statement and such financing statement will be terminated post-closing.


  

 C-14 









 

 

  

 C-15 








 Attachment 8.4(b) 

SCHEDULE A 
  

			
	 Debtor
	 	 Secured Party

	JANTZEN APPAREL CORP.	 	 STATE STREET BANK AND TRUST

COMPANY, AS COLLATERAL AGENT



The financing statement covers all of the Debtor’s right, title and interest in and to each of the following, in each case, as to each type of
property described below, owned by the Debtor, wherever located and existing (collectively, the “Collateral”): 
  

	 	(a)	all trademarks, service marks, collective marks, trade dress, logos, slogans, designs, domain names, trade names, business names, corporate names and other source
identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, and all other marks registered in or applied for in the U.S.
Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the validity and enforceability of such intent-to-use trademark applications under applicable law) and all rights therein provided by international treaties or conventions, all extensions
and renewals of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the
Debtor accruing thereunder or pertaining thereto (the “Trademarks”); 

  

	 	(b)	all agreements, permits, consents, orders and franchises, in each case relating to the Trademarks and all proceeds, income, royalties and other payments now or
hereafter due and/or payable with respect thereto, subject, in each case, to the terms of such agreements, permits, authorizations and franchiser; 

  

	 	(c)	any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to
the Collateral with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 

  

	 	(d)	all proceeds of the Collateral for, and supporting obligations relating to, any and all of the Collateral (including, without limitation, the proceeds, collateral and
supporting obligations that constitute property of the types described in clauses (a) through (c) and, to the extent not otherwise included, all (i) payments under insurance with respect to the Collateral (whether or not the Secured Party is the
loss payee thereof), or any damages, indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of the foregoing. 


 

 C-16 








 Attachment 8.4(c) 

EXHIBIT A 

to 
 Financing
Statement 
 naming Supreme Realty, LLC, as Debtor 

and State Farm Life Insurance Company, as Secured Party 

1. Improvements. All of Debtor’s right, title and interest in and to all buildings, structures and other improvements now or
hereafter constructed, erected, installed, placed or situated upon that piece, parcel and tract (or those pieces, parcels or tracts) of land (the “Real Estate”) located in Miami-Dade County, Florida legally more particularly described on
Exhibit B attached hereto and by this reference thereto made a part hereof (collectively, the “Improvements”); 

2. Appurtenances. All of Debtor’s estate, claim, demand, right, title and interest, now owned or hereafter acquired,
including, without limitation, any after acquired title, franchise, license, remainder, or reversion, in and to (i) any land or vaults lying within the right-of-way of any street, avenue, way passage, highway or alley, open or proposed, vacated
or otherwise, adjoining the Real Estate; (ii) any and all alleys, sidewalks, streets, avenues, strips and gores of land adjacent, belonging or appertaining to the Real Estate and Improvements; (iii) all rights of ingress and egress to and from
the Real Estate and all adjoining properties; (iv) storm and sanitary sewer, water, gas, electric, railway, telephone and all other utility services relating to the Real Estate and Improvements; (v) all land use, zoning and development rights
and approvals, all air rights, water, water rights, water stock, gas, oil, minerals, coal and other substances of any kind or character underlying or relating to the Real Estate or any part thereof, and (vi) each and all of the tenements,
hereditaments, easements, appurtenances, or other rights, liberties, reservations, allowances and privileges relating to the Real Estate or the Improvements or in any way now or hereafter appertaining thereto, including homestead and any other claim
at law or in equity (collectively the “Appurtenances”); 
 3. Leases. All leasehold estates and the right,
title and interest of Debtor in, to and under any and all leases, subleases, management agreements, arrangements, concessions or agreements, written or oral, relating to the use and occupancy of the Real Estate and Improvements or any portion
thereof now or hereafter existing or entered into (collectively, the “Leases”); 
 4. Rents. All rents, issues,
profits, proceeds, income, revenues, royalties, advantages, avails, claims against guarantors, security and other deposits (whether in cash or other form), advance rentals and any and all other payments or benefits now or hereafter derived, directly
or indirectly, from the Real Estate and Improvements, whether under the Leases or otherwise (collectively, the “Rents”); 

5. Contract Rights. All right, title and interest of Debtor in and to any and all contracts, written or oral, express or implied,
now existing or hereafter entered into or arising, in any manner related to the improvement, use, operation, sale, conversion or other disposition of any interest in, including, without limitation, all options to purchase or lease the Real Estate or
Improvements or any portion thereof or interest therein, or any other rights, interests or greater estates in the rights and properties comprising the Collateral (as hereinafter defined and described), whether now owned or hereafter acquired by
Debtor (collectively, the “Contract Rights”); 
 6. Intangible Personal Property. All general intangibles of
Debtor, including without limitation, goodwill, trademarks, trade names, option rights, permits, licenses, insurance policies and the proceeds therefrom, rights of action and books and records relating, directly or indirectly to the Real Estate and
Improvements (collectively, the “Intangible Personal Property”); 
  

 C-17 









 Attachment 8.4(c) (Cont.) 

 

 7. Tangible Personal Property. All right, title and interest of Debtor in and to
all fixtures, equipment and tangible personal property of every kind, nature or description attached or affixed to or situated upon or within the Real Estate of Improvements, or both, provided the same are used, usable or intended to be used for or
in connection with any present or future use, occupation, operation, maintenance, management or enjoyment of the Real Estate and Improvements (collectively, the “Tangible Personal Property”); 

8. Proceeds. All proceeds of the conversion, voluntary or involuntary, of any of the Collateral into cash or other liquidated
claims, or that are otherwise payable for injury to, or the taking or requisitioning of the Collateral, including all insurance and condemnation proceeds paid or payable with respect to the Collateral (collectively, the “Proceeds”);

 9. Tax and Insurance Deposits. All sums deposited by Debtor to Secured Party, in escrow, for the payment of real
estate and other taxes and insurance premiums payable on and with respect to the Real Estate and Improvements (collectively, the “Tax and Insurance Deposits”); 

10. Right to Encumber. All of Debtor’s right, power or privilege to further hypothecate or encumber all or any portion of the
property, rights and interests comprising the Collateral described herein as security for any debt or obligation; it being intended by this provision that Debtor be divested of the right, power and privilege to further hypothecate or encumber; or to
grant a mortgage upon or a security interest in any of the Collateral as security for the payment of any debt or the performance of any obligation without Secured Party’s prior written consent (the “Right to Encumber”); and

 11. Other Rights and Interests. All other property, rights, interests, estates or claims of every name, kind,
character or nature, both in law and in equity, which Debtor now has or may hereafter acquire in the Real Estate and Improvements and all other property, rights, interests, estates or claims of any name, kind, character or nature or properties now
owned or hereafter acquired in the other properties, rights and interests comprising the Collateral as defined and described herein (collectively, “Other Rights and Interest”). 

All of the foregoing-described property, rights and interests, including the Improvements, Appurtenances, Leases, Rents, Contract Rights, Intangible
Personal Property, Tangible Personal Property, Proceeds, Tax and Insurance Deposits, Right to Encumber and Other Rights and Interests, being collectively referred to herein as the “Property.” 

IT IS EXPRESSLY PROVIDED, HOWEVER, that the property, rights and interests included within the foregoing definition of
“Property” shall not include any fixtures, equipment or tangible personal property which is (i) owned by tenants or lessees of Debtor and of the Real Estate and Improvements or any part or parts thereof, (ii) owned by any lessors
of fixtures, equipment or personal property leased any such tenants, or (iii) owned by any other occupant of the Real Estate and Improvements which is not the Debtor. 
  


 C-18 









 Attachment 8.4(c) (Cont.) 

 

 EXHIBIT B 

to 
 Financing
Statement 
 naming Supreme Realty, LLC, as Debtor 

and State Farm Life Insurance Company, as Secured Party 

LEGAL DESCRIPTION 

PARCEL 1: Lots 3, 4, 5, 6, 7, 8 and the South 14.39 feet of Lots 2 and 9, all in Block 6, of B.I.P. SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book 146, Page 22, of the Public Records of Dade County, Florida. 
 PARCEL 2: Together with those easements appurtenant
to and for the benefit of the above-described Parcel 1 granted in and created in that certain Declaration of Covenants, Conditions and Restrictions For Beacon Industrial Park filed in Official Records Book 16525 at Pages 0623 et seq.
of the Public Records of Miami-Dade County, Florida, as amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions For Beacon Industrial Park filed in Official Records Book 16829 at Pages 3806 et
seq. of the Public Records of Miami-Dade County, Florida. 
  

 C-19 








 Attachment 8.4(d) 

SCHEDULE A 
  

			
	 Debtor
	 	 Secured Party

	PERRY ELLIS INTERNATIONAL, INC.	 	 STATE STREET BANK AND TRUST

COMPANY, AS COLLATERAL AGENT



The financing statement covers all of the Debtor’s right, title and interest in and to each of the following, in each case, as to each type of
property described below, owned by the Debtor, wherever located and existing (collectively, the “Collateral”): 
  

	 	(a)	all trademarks, service marks, collective marks, trade dress, logos, slogans, designs, domain names, trade names, business names, corporate names and other source
identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, and all other marks registered in or applied for in the U.S.
Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the validity and enforceability of such intent-to-use trademark applications under applicable law) and all rights therein provided by international treaties or conventions, all extensions
and renewals of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the
Debtor accruing thereunder or pertaining thereto (the “Trademarks”); 

  

	 	(b)	all agreements, permits, consents, orders and franchises, in each case relating to the Trademarks and all proceeds, income, royalties and other payments now or
hereafter due and/or payable with respect thereto, subject, in each ease, to the terms of such agreements, permits, authorizations and franchises; 

  

	 	(c)	any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to
the Collateral with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 

  

	 	(d)	all proceeds of the Collateral for, and supporting obligations relating to, any and all of the Collateral (including, without limitation, the proceeds, collateral and
supporting obligations that constitute property of the types described in clauses (a) through (c) and to the extent not otherwise included, all (i) payments under insurance with respect to the Collateral (whether or not the Secured
Party is the loss payee thereof), or any damages, indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of the foregoing.


  

 C-20 









 

 

  

 C-21 









 

 

  

 C-22 









 

 

  

 C-23 









 

 

  

 C-24 








 Attachment 8.4(i) 

RIDER 
 TO

 FINANCING STATEMENT 
  

			
	Debtor:	 	 Salant Corporation
 1114
Avenue of the Americas
 New York, New York 10036

		
	Secured Party:	 	 Bankers Trust Company, as trustee

Four Albany Street
 New York, New York
10006


 This Financing Statement covers the following types (or items) of property (collectively,
“Collateral”): 
 (1) (A) All of the Debtor’s right to payment for goods sold or leased or for services rendered,
whether or not such right is yet earned by performance (the “Accounts”); (B) all of Debtor’s general intangibles (as defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof) now or
hereafter existing, owned or acquired, including, without limitation, (i) all rights to payment in respect of loans or advances, management fees, tax sharing or allocation fees, royalties, licensing arrangements and pension or tax refunds,
(ii) all patents and copyrights, (iii) all owned or licensed trademarks and trademark registrations, trade names and trade name registrations and service marks and service mark registrations, including, without limitation, those listed in
Schedule A hereto, and all of the goodwill of the business connected with the use of, and symbolized by, each owned or licensed trademark and trademark registration, trade name and trade name registration and service mark and service mark
registration, and all continuations and extensions thereof, the right to sue for infringements or dilutions thereof or for injury to the goodwill associated therewith and all rights corresponding thereto throughout the world and (iv) to the
extent not covered in clauses (i) through (iii) above all rights of the Debtor under the settlement agreement, dated March 25, 1992, by and between the Debtor and Perry Ellis International Inc. (the “PEI Settlement
Agreement”) and the “Assumed Licenses” (as such term is defined in the PEI Settlement Agreement) and the proceeds thereof, including, without limitation, all of the Debtor’s rights to receive from Perry Ellis International Inc.
the royalties described in section 5(d) or 5(e) of the PEI Settlement Agreement (such items described in this clause (iv) being collectively referred to as the “PEI Rights”) (the items described in clauses (ii) –
(iv) are collectively, the “General Intangibles”); (C) all of Debtor’s now or hereafter existing, owned or acquired chattel paper and instruments evidencing any obligation to the Debtor arising on account of any Accounts or
General Intangibles; and (D) all of Debtor’s now or hereafter existing, owned or acquired interest in any returned or repossessed goods the sale or lease of which shall have given or shall give rise to, and in all guaranties and other
property security the payment of or performance under, any Account, any General Intangible or any such chattel paper or instruments; 
  

 C-25 








 Attachment 8.4(i) 

 
 (2) All of Debtor’s now or hereafter existing, owned or
acquired interest in any returned or repossessed goods the sale or lease of which shall have given rise to or shall give rise to, and in all guarantees and other property security the payment of or performance under, any Account; 

(3) All equipment (as defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof) now or hereafter
existing, owned or acquired, including, without limitation, machinery, equipment, furnishing, fixtures, vehicles and computers and other electronic data-processing and office equipment now owned or hereafter acquired by the Debtor and any and all
additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories whether now or hereafter installed thereon or affixed thereto; 

(4) All inventory (as defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof) now or hereafter
existing, owned or acquired, including, without limitation, (i) inventory, merchandise, goods and other personal property now owned or hereafter acquired by the Debtor which are held for sale or lease or are furnished or to be furnished under a
contract of service or which constitute raw materials, work in process or materials used or consumed or to be used or consumed in the Debtor’s business, or the processing, packaging, delivery or shipping of the same, and all finished goods, and
(ii) goods which are returned to or repossessed by the Debtor whether or not in transit, and all accessions and additions thereto and all documents of title covering any of the foregoing; 

 

 C-26 








 Attachment 8.4(i) 

 
 (5) All of Debtor’s now or hereafter existing, owned or
acquired books and records relating to any of the foregoing; and 
 (6) All of Debtor’s now or hereafter existing, owned or
acquired proceeds (including, without limitation, all insurance proceeds) of any of the foregoing. 
  

 C-27 









															
	 Attachment 8.4(j)

GENERAL AUTOMATION

QUOTE FOR

SALANT
	  		  	




	 HARDWARE
  
	  		  		  		  		  
	 Qty
	  	 Product Number
	  	 Description
	  	List
Price	  	Extended
List Price	  	Annual
Maint	  	Extended
Annual
Maint	  
	 1
	  	CPXG210-0000	  	ESCALA EPC/S400 SYSTEM	  	15,840	  	16,840	  	1,263	  	1,263	  
	 4
	  	CPUG031-0000	  	CPU BOARD 504E @360MHZ 4MB 1.2	  	5,300	  	21,200	  	398	  	1,580	  	
	 2
	  	CMMG057-0000	  	512MB MEMORY MODULE	  	8,600	  	17,200	  		  		  	
	 1
	  	MBRG001-0000	  	MEMORY BOARD RISER	  	1,070	  	1,070	  		  		  	
	 2
	  	MSUG097-0P00	  	9.1 GB HI SPEED DISK DRIVE (1”)	  	1,620	  	3,240	  	162	  	324	  	
	 4
	  	MSCG023-000	  	PCI ULTRA SCSI DE ADAPTER	  	960	  	3,840	  		  		  	
	 1
	  	MSCG022-0000	  	PCI ULTRA SCSI SE ADAPTER	  	480	  	480	  		  		  	
	 1
	  	DRWG004-0000	  	CAGE FOR S DISKS	  	250	  	250	  		  		  	
	 1
	  	CDRG015-0P00	  	600MB INT., 14-32X CD-ROM DRV	  	350	  	350	  	35	  	35	  	
	 1
	  	PSKGC04-0001	  	POWER SUPPLY TYPE US	  		  		  		  		  	
	 1
	  	MTUG028-0P00	  	12/24 GB INT. 4MM DAT TAPE DRV	  	2,130	  	2,130	  	213	  	213	  	
	 2
	  	CKTG091-0000	  	MOUNT KIT INT, MEDIA-SERT DRWR	  	60	  	100	  	5	  	10	  	
	 1
	  	[ILLEGIBLE]	  	SYSTEM CONSOLE (US)	  	863	  	863	  	24	  	24	  	
	 2
	  	MTSG014-0000	  	20/40GB EXTERNAL DLT DRV	  	5,950	  	11,900	  	595	  	1,190	  	
	 1
	  	CKTG080-000	  	START & CLEAN UP KIT FOR DLT	  	350	  	350	  	35	  	35	  	
	 1
	  	CKTG087-0000	  	RACK MOUNT OPTION-EXT. DEV.	  	350	  	350	  		  		  	
	 2
	  	CKTG070-0000	  	1MY SCSI CABLE (68MDV/68MD)	  	170	  	340	  		  		  	
	 1
	  	CKTG082-0000	  	RACK MOUNT OPTION-TYPE 2	  	350	  	350	  		  		  	
	 1
	  	DASG026-000	  	DAS2900 RAID SISYS-20DRV	  	18,550	  	18,550	  	1,855	  	1,855	  	
	 1
	  	MSPG005-0000	  	DAS2900 ADD L WRITE STOR PROC.	  	9,850	  	9,850	  	885	  	885	  	
	 2
	  	CMDG045-0100	  	8-32MB CACHE MEM OPTION	  	1,335	  	2,670	  	0	  	0	  	
	 1
	  	CMMG024-0000	  	32MB MIRRORED CACHE MEMORY	  	3,550	  	3,550	  	0	  	0	  	
	 11
	  	MSUG084-0000	  	8.8GB HS SCSIZ DSK(BY 10 OR +)	  	1,995	  	21,945	  	200	  	2,195	  	
	 1
	  	PSSG002-0100	  	REDUN, PWR SUPPLY FOR DAS 2300	  	1,500	  	1,500	  	150	  	150	  	
	 1
	  	PSSG004-000	  	BATTERY BCKUP FOR CACHE	  	1,500	  	1,500	  		  		  	
	 2
	  	CBLG080-1800	  	6M RS232 CBL WITH P/P ADAPTER	  	155	  	310	  		  		  	
	 2
	  	CDLG137-1200	  	8M FW SE/DE ADP TO DASX300 CBL	  	150	  	300	  		  		  	
	 2
	  	DCCG085-000	  	PCI ETHERNET ADPTR 10&100MB/8	  	330	  	660	  		  		  	
	 1
	  	DCCG087-0000	  	PCI 8-P ASYN RS252 ADPTR W/BOX	  	990	  	990	  		  		  	
	 1
	  	CBLG108-0000	  	15M CBL REMOTE RS232 (25M/25F)	  	146	  	146	  		  		  	
	 1
	  	CBLG157-1300	  	2M SCSI-2 CBL (88MO/88MO)	  	210	  	210	  		  		  	
	 1
	  	MANG0-18-000E	  	HW+BASIC SW DOC SET-ENGLISH	  		  		  		  		  	
	 1
	  	MANG031-SPAZ	  	BASIC HW DOCUMENTATION FOR EPC	  	62	  	62	  	62	  	62	  	
	 1
	  	MANG065-SPOZ	  	BASIC HARDWARE DOC. FOR EPC 400	  	40	  	40	  	40	  	40	  	
	 1
	  	MTKG001-0000	  	US ADAPT KIT FOR STORAGETEK M U	  	50	  	50	  		  		  	
	 1
	  	MTUG005-000	  	STORAGETEK MAG TAPE UNIT 9 TRACK	  	11,000	  	11,000	  	1,440	  	1,440	  	
	 3
	  	DOC8008-000	  	PCI 4-PORT SYNC. COMMUNICATION AD	  	2,090	  	6,270	  		  		  	
	 3
	  	CBLG173-1900	  	10M SYNC CABLE V24/V2B	  	180	  	480	  		  		  	
	 [ILLEGIBLE]
	  	[ILLEGBLE]	  	56K MODEM FOR RFE	  	205	  	265	  		  		  	
	 1
	  	208720	  	SKVA UPS	  	3,598	  	3,598	  		  	432	  	
		  		  		  		  	 	  		  	 	  	
		  		  	HARDWARE TOTAL	  		  	164,789	  		  	11,842	  	
		  		  		  		  	 	  		  	 	  	
		  		  	ONE YEAR WARRATEE ON HARDWARE	  		  		  		  		  	
		  		  		  	



	  		  		  		  	


					
	March 22, 2000	  	General Automation Confidential	  	Page 2 of 4

  

 C-28 








 Attachment 8.4(j) 

GENERAL AUTOMATION 

QUOTE FOR 

SALANT 

 

 

 AIX & mv. ENTERPRISE SOFTWARE 

													
	 Qty
	 	 Product Number
	  	 Description
	  	List
Price	  	Extended
List
Price	  	Annual
Maint.	  	Extended
Annual

Maint.
	1	 	 MVEA-BASE-XX
	  	 MV. ENTERPRISE BASE KIT
	  	500	  	500	  	70	  	70
	349	 	 MVE-USR
	  	 MV. ENTERPRISE USER FEE
	  	350	  	122,150	  	70	  	24,430
	1	 	 MANG 001-000E
	  	BASIC SOFT LANGUAGE - ENGLISH	  		  		  		  	
	1	 	 MANG 013-SKOH
	  	[Illegible]	  		  		  		  	
	1	 	 MANG 014-SPOE
	  	[Illegible]	  		  		  		  	
	1	 	 MANG 015-SPOE 
	  	[Illegible]	  		  		  		  	
	1	 	[Illegible]	  	 HW+ BASIC SW DOG LANG-ENGLISH
	  		  		  		  	
	1	 	 MEDG001-00HD
	  	 SOFT DELIVERY ON 4MM VDAT TAPE
	  		  		  		  	
	1	 	 CNHGO60-PABA
	  	OSI LAYER 1-[Illegible] ; BASE LICENSE	  	550	  	550	  		  	
		 		  	OSI LAYER 1-[Illegible] ; INCREMENTAL LICENSE	  	800	  	800	  		  	
	1	 	 ENHG-094-SPCE
	  	OSI STACK C — LIBRARY	  	50	  	50	  		  	
	1	 	[Illegible]	  	[Illegible] - BASE LICENSE	  	450	  	450	  		  	
	3	 	[Illegible]	  	[Illegible] - INCREMENTAL LICENSE	  	250	  	750	  		  	
	1	 	[Illegible]	  	[Illegible] - 1 LINE LICENSE	  	390	  	390	  	48	  	
	1	 	 CNHG170-PABV
	  	[Illegible] - 2-4 LINES EXT LICENSE	  	210	  	210	  	24	  	
	1	 	 CNHG171-PABW
	  	[Illegible] LINES EXT LICENSE	  	630	  	630	  	84	  	
	1	 	 CNHG172-PABX 
	  	[Illegible] LINES EXT LICENSE	  	1,490	  	1,490	  	180	  	
		 		  	REMOTE SERVICE FACILITY	  	2,000	  	2,000	  		  	
	1	 	[Illegible]	  	[Illegible] SERVER LIBRARY	  	100	  	100	  		  	
	8	 	[Illegible]	  	[Illegible]	  	95	  	700	  	19	  	153
	7	 	[Illegible]	  	[Illegible]	  	950	  	6,650	  	191	  	1,338
	1	 	[Illegible]	  	[Illegible]	  	5,000	  	5,000	  	1,006	  	1,006
	1	 	[Illegible]	  	HYPERTEXT INF. BASE LIB. FOR AIX V4	  	395	  	395	  	79	  	79
		 		  	 	  	 	  	 	  	 	  	 
		 		  	 SOFTWARE TOTAL
	  		  	142,975	  		  	27,077

  

					
	 March 22, 2000
	 	General Automation Confidential	  	Page 3 of 4

  

 C-29 








 Attachment 8.4(k) 

Description of Equipment 

Model 
  

					
	 	  	 	  	 Serial Number

	1. Six(6) New Raymond Reach Trucks	  	0R30TT	  	                        , 
                
		  		  	                        , 
                
		  		  	                        , 
                
			
	2. Six(6) New Batteries	  	18E155W-11	  	
			
	3. Six (6) New Chargers	  	D1-18-800	  	
			
	4. Five (5) New Raymond forklifts	  	537	  	                        , 
                
		  		  	                        , 
                
		  		  	                        , 
                
			
	5. Five (5) New Batteries	  	24-E-155W-13	  	
			
	6. Five(5) New Chargers	  	D3E24-950	  	

  

									
	Lesse: Salant Corporation	 		 	Lessor: Associates Leasing Inc
					
	By:	 	  
	 		 	By:	 	  

	Title:	 	  
	 		 	Title:	 	  


  


 C-30 









 

 

  

 C-31 









 

 

  

 C-32 









 

 

  

 C-33 









 

 

  

 C-34 









 

 

  

 C-35 









 

 

  

 C-36 









 

 

  

 C-37 








 SCHEDULE 8.6 

to 
 INFORMATION
CERTIFICATE 
 Pending Litigation 

Perry Ellis International, Inc. 

* 
 Salant Corporation

  

	1.	Closedown of Carrizo Manufacturing Co. S.A. de C.V. and of Maquiladora Sur., S.A. de C.V. Facilities in Mexico. Former workers for a Company subsidiary commenced
litigation in Carrizo Labor Court. The workers complained that the severance that they were provided by the. Company when its subsidiaries closed a factory in Carrizo was not sufficient. The amount of plaintiffs’ claims is approximately
$700,000. The Labor Court ruled in the Company’s favor and, thereafter, the workers appealed to the Supreme Court. The Supreme Court sent the matter back to the Labor Court for further review and they again ruled in the Company’s favor.
The plaintiffs’ appealed again. The Supreme Court again ruled in the Company’s favor. Notwithstanding this ruling, the plaintiffs are required to put forth any evidence in their position to support why they are entitled to more than they
received from the Company in the severance agreement. * 

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-38 









	2.	Crown Central Equities Corporation v. Perry Ellis Canada Inc. and Simms Sigal & Co., Ltd. formerly known as American Concept Clothing Co., Inc., Leslie
Thomas Simms, Linda Sigal, Stanley Rosen, and Nicholas Di Paolo. An action was commenced in October 1992 which has been essentially dormant until December 2002. The action is pending in the Province of Quebec, District of Montreal, NO.
500-05-015553-926. Crown Central Equities Corp.’s (“CCE”) claims that, in connection with the redemption of its interest in Perry Ellis Canada, the shareholders of Perry Ellis Canada failed to disclose to CCE the existence of a
license agreement with Anne Klein and that the failure to disclose this License Agreement damaged the plaintiff in the amount of approximately $680,000 (Canadian). In December 2002, the plaintiff sought to amend the initial complaint by adding a
claim for exemplary damages in the amount of $1,000,000 (Canadian). Counsel for Simms Sigal & Co. Ltd. has filed an objection to the proposed amended complaint. There is no need to file any responsive pleadings until there is a
determination by the court with regard to the proposed amended complaint. The Company does not presently have any interest in Perry Ellis Canada and its involvement in the litigation is by way of providing an indemnification to Nicholas Di Paolo and
Stanley Rosen, both of whom acted as the Company’s designees on the Board of Directors of Perry Ellis Canada. This matter is presently being handled by local counsel, Kugler Kandestin by Michael H. Kay (514-878-2861). 


 

 C-39 








 ATTACHMENT TO Schedule 8.6 

 

 

 February 3, 2003 

Deloitte & Touche LLP 
 200 S. Biscayne
Boulevard 
 Suite 400 
 Miami, Florida
3313l-9985 
 Attention: Jenell Milian 

Re: Perry Ellis International, Inc. 

Ladies and Gentlemen: 
 We are
in receipt of a letter dated January 31, 2003 from Perry Ellis International, Inc.,  asking  us  to  provide  you  with  certain  information in connection with your audit of the financial statements of
Perry Ellis International, Inc. as of January 31, 2003 and for the year then ended. 
 In response to your inquiry, please
be advised that we do not and have not represented Perry Ellis International, Inc. and therefore are hot handling any matters on behalf of Perry Ellis International, Inc. or any of its subsidiaries. We represent your client’s, secured lender,
Congress Financial Corporation (Florida), in connection with transactions between Congress Financial Corporation (Florida) and Perry Ellis International, Inc. 

 

	
	Very truly yours,
	
	




	David W. Morse


  

			
	cc:	  	Perry Ellis International, Inc.
		  	3000 NW
107th Avenue
		  	Miami, Florida 33172
		  	Attn: Ms. Rosemary B. Trudeau
		
		  	Congress Financial Corporation (Florida)
		  	777 Brickell Avenue
		  	Miami, Florida 33131
		  	Attn: Mr. Gary Dixon

  

 C-40 









 

 

 February 14, 2003 

Deloitte & Touche LLP 
 Attention:
Sergio Manas 
 200 South Biscayne Boulevard 

Suite #400 
 Miami, FL 33131-9985 

Attention: Ms. Jenell Milian 
  

	Re:	Perry Ellis International 

 Gentlemen:

 We have been asked to furnish you certain information with respect to Perry Ellis International and its referenced
subsidiaries, collectively the “Company” as of January 31, 2003 and as of the date of this letter. 
 We call
your attention to the fact that our engagement by the Company during the past year has been limited to specific matters as to which we were consulted. There may be many matters of a legal nature that could have a bearing on the financial condition
of the Company about which we have not been consulted. Our response then in all respects is limited to those matters on which the Company has requested our advice. 

In the preparation of this response, our procedures have been limited to inquiring, only from those attorneys currently practicing law in
our law firm who provided to the Company or its referenced subsidiaries substantive attention (as hereafter defined), whether they were aware of pending litigation or of any overtly threatened litigation likely to be filed. We define the term
“substantive attention” as the expenditure by a single attorney in the performance of legal services on behalf of our law firm of more than ten hours of recorded billable time during the Company’s last fiscal year. 

 

 C-41 









 Page Two 

February 14, 2003 
 Deloitte & Touche LLP

  

 The term “pending litigation” is limited to actions pending in a State or
Federal court or arbitration proceedings. It does not include administrative, investigations or proceedings or other potential liabilities. 

We consider that the term “threatened litigation” refers to matters in which a potential claimant has manifested to management
or to counsel an awareness of and present intention to assert a possible claim and does not include unasserted claims or assessments. 

Our response is limited to matters involving our professional engagement as attorneys for the Company and does not include information
received in any other role. We make no representation of the adequacy of our procedures for your purposes. Furthermore, we have made no independent review of any of the transactions, files or contractual arrangements of the Company or its referenced
subsidiaries for purposes of this response. 
 In those instances in which we have given an opinion below that the case should
be disposed of favorably to the Company, this represents our judgment based on the facts presently known. There is no assurance that a substantial liability may not be incurred. In giving this opinion, we intend to indicate only that we consider it
more likely than not that any material portion of such claims should be defeated. 
 Subject to the limitations heretofore and
hereafter set forth in this letter we advise you as follows: 
 1. As of January 31, 2003, there was * owing to us by the
Company. 
 This will confirm that whenever in the course of performing legal services for the Company or any of its referenced
subsidiaries with respect to a matter recognized to involve an unasserted possible claim or assessment and to which we have given substantive attention, and we have been specifically requested in writing by the Company to form and have in fact
formed a professional conclusion regarding the claim, we will advise the Company whenever possible whether the assertion of a claim is probable and evaluate the likelihood of an unfavorable outcome. 

This firm has not been requested to form and specifically has not formed any conclusion or rendered any legal advice to the Company
pursuant to Financial Accounting Standard No. 5, as to the necessity for disclosing unasserted possible claims or the materiality of any such unasserted claims to the Company’s financial condition. 

 
  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 LAW OFFICES, PODHURST ORSECK JOSEFSBERG EATON MEADOW OLIN & PERWIN, P.A. - OF COUNSEL,
WALTER H. BECKHAM, JR. 
 25 WEST FLAGLER STREET - SUITE 800, MIAMI, FLORIDA 33130-1780 

(305) 358-2800 

C-42 









 Page Three 

February 14, 2003 
 Deloitte & Touche LLP

  

 Subject to the foregoing, we confirm to you that as of today, we have been engaged to
give substantive attention to or represent the Company in connection with the following threatened litigation: 
 1. 

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 00-2700-CIV-LENARD/TURNOFF 

PERRY ELLIS INTERNATIONAL, INC., 

f/k/a SUPREME INTERNATIONAL, INC., vs. 

PREMIUMWEAR, INC., a Minnesota corporation, 

f/k/a MUNSINGWEAR, INC., 

On June 30, 2000, this firm filed suit on behalf of Perry Ellis International against PremiumWear, Inc. alleging breach of a Right
of First Refusal Agreement regarding Perry Ellis’ purchase of the Munsingwear trademarks and licenses. The complaint alleges breach of contract on the part of PremiumWear by failing to keep Perry Ellis advised of efforts to sell all or any part
of the excluded trademark and licenses and breach of an implied covenant of good faith and fair dealing. On January 29, 2001, the complaint was amended to include claims against New England Business Services, Inc., which purchased all of the
outstanding shares of PremiumWear. 
 Discovery in this case is ongoing. * No counterclaim has been asserted to date.

 We express no opinion with respect to contingent liabilities (except as may be specifically set forth in this letter) or as
to matters not specifically referred to herein, and under no circumstances are you to infer from anything stated or not stated herein any such opinion. The information set forth in this letter is given as of January 31, 2003, and as of the date
of this letter, and we assume no obligation to advise you of changes or additions which may hereafter be brought to our attention. This response is further limited, where not inconsistent, by the ABA. Statement of Policy Regarding Lawyers
‘Responses to Auditors’ Requests for Information (December, 1975. 
  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 LAW OFFICES, PODHURST ORSECK JOSEFSBERG EATON MEADOW OLIN & PERWIN, P.A. - OF COUNSEL,
WALTER H. BECKHAM, JR. 
 25 WEST FLAGLER STREET - SUITE 800, MIAMI, FLORIDA 33130-1780 

(305) 358-2800 

C-43 









 Page Four 

February 14, 2003 
 Deloitte & Touche LLP

  

 This letter is solely for your information and assistance in connection with your audit
of the financial statements of the Company. The contents of this letter are otherwise privileged. Without the prior written consent of a partner of this firm, this letter is not to be quoted or otherwise referred to in any financial statements or
related documents, nor is it to be filed with or furnished to any governmental agency or other person. 
  

	
	Very truly yours,
	
	




	 Victor M. Diaz, Jr.



  

			
	Cc:	 	Rosemary B. Trudeau
		 	Vice President of Finance

  

 LAW OFFICES, PODHURST ORSECK JOSEFSBERG EATON MEADOW OLIN & PERWIN, P.A. - OF COUNSEL,
WALTER H. BECKHAM, JR. 
 25 WEST FLAGLER STREET - SUITE 800, MIAMI, FLORIDA 33130-1780 

(305) 358-2800 

C-44 









 

 

 February 21, 2003 

VIA FAX (305-960-13271 &U.S. MAIL 

Jenell Milian 
 Deloitte & Touche, LLP

 200 South Biscayne Boulevard 
 Suite
400 
 Miami, FL 33131-9985 
 Dear
Ms. Milian: 
 We are writing this letter as requested by Rosemary Trudeau, Vice president of Finance of Perry Ellis
International (“PEI”), in her letters dated January 31,2003 as modified by her letter dated February 11, 2003 in connection with Deloitte & Touche’s audit. As follows is a description of the pending litigation in
which this firm represented PEI as of January 31, 2003: 
  

	1.	Campers’ World v. Perry Ellis, Case No. 02-CV-453 (RPP) (pending in United States District Court for the Southern District of New York).


 Campers’ World (“Campers”), a wholesale apparel distributor sued PEI and Aris Industries, Inc.
(“Aris”), a former PEI licensee of jeans bearing the Perry Ellis trademark (the “PEI trademark”), seeking a declaratory judgment and damages. Campers purchased jeans bearing the PEI trademark from Eagle Apparel
(“Eagle”). PEI alleges that Aris impermissibly authorized Eagle to produce jeans that were beyond the licensing terms of a licensing agreement with it. Campers subsequently sold the jeans to Costco for retail sale. PEI contends that
Campers sale to Costco was prohibited under its agreement with Aris. 
 Campers seeks a declaration that the subject jeans were
neither counterfeit or infringing goods. Campers also alleges causes of action for damages against PEI for injurious falsehood, disparagement of goods, and tortuous interference with a contractual relation. Campers also alleges breach of contract
and breach of warranty causes of action against Aris. 
 PEI has denied all of Campers’ claims. PEI has asserted a
Counterclaim against Campers and Cross-Claims against Aris, and its related entities; Europe Craft Imports, Inc. and ECI Sportswear, Inc., as well as Aris’ president, Arnold Simon (collectively the “Aris Defendants”) asserting
trademark infringement and related claims. Specifically, PEI has asserted a breach of contract claim against Aris; a fraud in the inducement claims and a claim for indemnification against the Aris Defendants and claims for trademark
infringement  under  15 U.S.C. §1114,  false  designation  of  origin  under  15 U.S.C. §1125(a),  trademark  dilution  under  15 U.S.C. §1125(c), common law
trademark infringement and unfair competition against Campers and the Aris Defendants. 
  

 C-45 








 The Court has presently set a discovery cut-off of April 1, 2003
with a trial date of June 16, 2003. However, all counsel have recently requested an extension of the discovery period until October 1, 2003 with a requested new trial date of December 17, 2003. To date, Arnold Simon has * dismissed
the counts against him for fraud in the inducement count and
indemnification1*. Simon has filed a motion for summary
judgment. Discovery is on-going in the litigation. 
 * 

* 
 *

  

	4.	No Other Matters: 


From January 31, 2003 to the effective date of this response, February 21, 2003, there are no new matters. Further, as of this
date, to the best of our knowledge, we are unaware of any unasserted possible claims against PEI. 
  

	1
	 PEI has been granted leave to attempt to reassert the fraud in the inducement claim if it so chooses. 



 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 HALL, DAVID AND JOSEPH, P.A., PENTHOUSE, 1428 BRICKELL AVENUE MIAMI, FLORIDA 33131-3401
— TEL (305) 374-5030 — FAX (305) 374-5033 

C-46 








 We have also been requested to provide you with, the amount in which PEI is indebted to this
firm for legal fees and expenses as of January 31, 2003. As of January 31, 2003, PEI was indebted to this firm * in legal fees and * in costs. 

If you have any further questions or need further information, please do not hesitate to contact the undersigned. 

 

	
	Very truly yours,
	
	HALL, DAVID AND JOSEPH, P.A.
	
	




	Andrew C. Hall


  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 HALL, DAVID AND JOSEPH, P.A., PENTHOUSE, 1428 BRICKELL AVENUE MIAMI, FLORIDA 33131-3401
— TEL (305) 374-5030 — FAX (305) 374-5033 

C-47 








  

			
		  	




		
	February 21, 2003	  	Timothy J. Sinnott B.S., M.Sc. (Phys.), LL.B.
		  	416 957 1694 tsinnott@bereskinparr.com
		
		  	Your Reference: RBT
		  	Our Reference:   9415-64

 PRIVILEGED &
CONFIDENTIAL 
 Rosemary B. Trudeau 

Vice President of Finance 
 Perry Ellis
International, Inc. 
 3000 NW107 Avenue 

Miami, Florida 
 33172, U.S.A. 

Dear Ms. Trudeau: 
  

	Re:	Perry Ellis International, Inc. 


Updated Financial Statement as of 31 January, 2003 

 
 This reply is made to your enquiry letter of
31 January, 2003, and your update letter dated 11 February, 2003, in accordance with the Joint Policy Statement of the Canadian Bar Association and the Canadian Institute of Chartered Accountants. 

We have acted only as trade mark counsel in certain Canadian trade mark infringement and opposition matters. 

We advise, based on an examination of our records of the matters on which we have acted, that as of January 31, 2003, and as of the writing of this
letter on 21 February, 2003, there were no pending claims against Perry Ellis International Inc. or unasserted possible claims or assessments against Perry Ellis International Inc. of which we are aware. 

 

			
		  	 please send your reply to:
  

Scotia Plaza, 40 King Street West, 40th Floor

Toronto, Ontario, Canada M5H 3Y2
 416
364 7311 fax: 416 361 1398
  
 Meadowvale Corporate Centre, 2000
Argentia Road
 Plaza 4, Suite 430, Mississauga, Ontario, Canada L5N 1W1

905 812 3600 fax: 905 814 0031
  

www.bereskinparr.com


  

 C-48 








 The amount of unpaid or unbilled legal fees and disbursements for services rendered by us at 31 January,
2003 was *. Perry Ellis International is currently indebted to the firm of Bereskin & Parr for a total of *. 
 This letter should not be
quoted from or referred to in your financial statements or in dealings with third parties without our prior written consent. 
  

	
	Yours truly,
	
	




	BERESKIN & PARR
	
	TJS/hs

  

			
	cc:	 	Attention: Jenell Milian (305) 960-1327
		 	Deloitte & Touch LLP
		 	200 South Biscayne Suite 400
		 	Miami, Florida
		 	U.S.A. 33131-9985

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-49 









			
	



	  	 MIAMI CENTER

201 SOUTH BISCAYNE BOULEVARD

SUITE 3000

MIAMI, FLORIDA 33131

TELEPHONE: 305.373.9400

FACSIMILE: 305.373.9443

www.broadandcassel.com



February 28, 2003 
 VIA
U.S. MAIL AND FACSIMILE 
 Deloitte & Touche, LLP 

200 South Biscayne Boulevard 
 Suite 400

 Miami, Florida 33131-9985 
 Attn:
Jenell Milian 
  

			
	 Re:
	  	 Perry Ellis International, Inc. and the following Subsidiaries:

Supreme International, Inc., Jantzen, Inc., PEI Licensing, Inc.,

Jantzen Apparel Corp., BBI Retail, L.L.C., Supreme Munsingwear

Canada Inc., Supreme Realty, LLC, Supreme Real Estate I, LLC,

Supreme Real Estate II, LLC, Perry Ellis Real Estate Corporation,

Perry Ellis International Europe Limited, Perry Ellis International

Group Holdings Limited, Supreme International Co. Canada Limited,

and Supreme International Corporation de Mexico, S.A. de C.V.



Ladies and Gentlemen: 
 By
letters dated January 31, 2003 and February 11, 2003, Rosemary B. Trudeau, Vice President of Finance of Perry Ellis International, Inc. (together with, the referenced subsidiaries above, collectively, the “Company”), requested us
to furnish you with certain information in connection with your examination of the financial statements of the Company at January 31, 2003, and for the year then ended. 

While this firm represents the Company on a regular basis, our engagement has been limited to specific matters as to which we were
consulted by the Company. 
 Subject to the foregoing and to the last paragraph of this letter, we advise you that since
February 1, 2002, we have not been engaged to give substantive attention to, or to represent the Company in connection with, any material loss contingencies coming within the scope of clause (a) of Paragraph 5 of the Statement of Policy
referred to in the last paragraph of this letter. 
 We note that in its letters to us dated January 31, 2003 and
February 11, 2003, the Company did not specify any matters contemplated by clauses (b) or (c) of Paragraph 5 of the ABA Statement of Policy, Therefore, we are not giving any opinion with respect to any contractually assumed obligation
or any unasserted possible claim or assessment. 
  

 C-50 








 Deloitte & Touche, LLP 

February 28, 2003 
 Page 2 

As of January 31,2003, the Company was indebted to us in the amount of * for services rendered and expenses. As a matter of firm
policy, we do not estimate unbilled fees. 
 The information set forth herein is as of February 20, 2003, the date on which
we commenced our internal review procedures for purposes of preparing this response, except as otherwise noted, and we disclaim any undertaking to advise you of changes which thereafter may be brought to our attention. 

This response is limited by, and in accordance with, the ABA Statement of Policy Regarding Lawyers’ Responses to Auditors’
Requests for Information (December, 1975); without limiting the generality of the foregoing, the limitations set forth in such Statement on the scope and use of this response (Paragraphs 2 and 7) are specifically incorporated herein by reference,
and any description herein of any “loss contingencies” is qualified in its entirety by Paragraph 5 of the Statement and the accompanying Commentary (which is an integral part of the Statement). Consistent with the last sentence of
Paragraph 6 of the ABA Statement of Policy and pursuant to the Company’s request, this will confirm as correct the Company’s understanding as set forth in its audit inquiry letters to us dated January 31, 2003 and February 11, 2003,
that whenever, in the course of performing legal services for the Company with respect to a matter recognized to involve an unasserted possible claim or assessment that may call for financial statement disclosure, we have formed a professional
conclusion that the Company must disclose or consider disclosure concerning such possible claim or assessment, we, as a matter of professional responsibility to the Company, will so advise the Company and will consult with the Company concerning the
question of such disclosure and the applicable requirements of Statement of Financial Accounting Standards No. 5. 
  

	
	Sincerely,
	
	
 




	BROAD AND CASSEL


  

			
	 cc:
	  	 Rosemary B. Trudeau, Vice President of Finance

Perry Ellis International, Inc.



BROAD AND CASSEL 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-51 









					
	  
  

William L. Rikard, Jr.
 Partner

Telephone: 704.335.9011
 Direct Fax: 704.335.9689
williamrikard@parkerpoe.com
	  	



	  	  
 Three Wachovia Center

Suite 3000
 401 South Tryon Street

Charlotte, NC 28202-1935
 Telephone 704.372.9000

 Fax 704.334.4706
 www.parkerpoe.com


		  	February 19, 2003	  	

 Deloitte & Touche LLP 

200 South Biscayne Blvd. 
 Suite 400 

Miami, FL 33131 
 ATTN: Jenell Milian 

 

	 	Re:	Perry Ellis International, Inc. 

 Dear
Mr. Manas: 
 Ms. Rosemary B. Trudeau, Vice President of Finance of Perry Ellis International, Inc. (the
“Company”), has, by letter dated January 31, 2003, requested that we furnish you with certain information in connection with your examination of the Company’s financial statements as of January 31, 2003, and as of the date of
this letter. 
 Our representation has been limited to specific matters as to which we were consulted by the Company. The
information set forth herein is as of February 14, 2003 (the “Effective Date”), except as otherwise noted, and we disclaim any undertaking to advise you of changes which may thereafter be brought to our attention. 

Subject to the foregoing, we advise you that as of January 31, 2003 and through the Effective Date, we were not engaged to give
substantive attention to, or represent the Company in connection with, loss contingencies coming within the scope of clause (a). Paragraph 5 of the Statement of Policy referred to in the next to the last paragraph of this letter. 

The Company has paid all outstanding invoices owed to this firm as of January 31, 2003 

This response is limited by and in accordance with ABA Statement of Policy Regarding Lawyers’ Responses to Auditors’ Request
for Information (December, 1975). Without limiting the generality of the foregoing, the limitations set forth in such Statement on the scope and use of this response (Paragraphs 2 and 7) are specifically incorporated herein by reference, and any
description herein of any pending or threatened litigation is qualified in its entirety by Paragraph 5 of the Statement and the accompanying Commentary, which is an integral part of the Statement. Consistent with the last sentence of Paragraph 6 of
the ABA Statement of Policy, and pursuant to the Company’s request, this will confirm as correct the Company’s understanding as set forth in its audit inquiry letter to us that whenever, in the course of performing legal services for the
Company and its subsidiaries with respect to a matter recognized to involve an unasserted possible claim or assessment that may call for financial statement disclosure, we have formed a professional conclusion that the Company must disclose or
consider disclosing concerning such possible claim or assessment, we, as a matter of professional responsibility to the Company, will so advise the Company and will consult with the Company concerning the question of such disclosure and the
applicable requirements of Statement of Financial Accounting Standards No. 5. 
  

 C-52 








 This letter is furnished solely for your information and assistance in connection with your
examination of tire financial statements of the Company. Unless the prior written consent of the firm is obtained, this letter is not to be quoted or otherwise referred to in any financial statements or related documents, nor filed with nor
furnished to any governmental agency or any other person. 
  

			
	Very truly yours,
	
	PARKER, POE, ADAMS & BERNSTEIN L.L.P.
		
	By:	 	
 




		 	William L. Rikard, Jr.


 WLRjr/skt 

	cc:	Ms. Rosemary Trudeau 

  

 C-53 









 

 

 44 W. Flagler Street, Suite 2175 

Miami Florida 33130 
 T
305-358-7676    F 305-358-6667 
 sspalaw@winstarmail.com 

February 28, 2003 
 SENT
VIA FAX: (305)960-1327 
 Deloitte & Touche LLP 

Attention: Janell Millian 
 200 South Biscayne
Boulevard 
 Suite 400 
 Miami, FL
33131-9985 
  

	 	Re:	Perry Ellis International, Inc. 

 Dear
Ms. Millian: 
 Perry Ellis International, Inc. (hereinafter referred to as the “Company”) requested that we
furnish Deloitte & Touche LLP with certain information in connection with its examination of the accounts of the Company as of January 31, 2002 and during the period from that date to the date of our response. Because this firm does not
represent the Company on an exclusive basis, there may exist matters of a legal nature which may have a bearing on the Company as a result of operations, financial conditions, or other matters with respect to the Company which this firm would have
not been consulted. 
 Subject to the foregoing and to the last paragraph of this letter we advise you that since the
commencement of our representation, we have hot .been engaged to give substantive attention to, or represent, the Company in connection with loss contingencies coming within the scope of clause (a) of paragraph 5 of the Statement of Policy
referred to in the last paragraph of this letter, except as set forth in the attached Schedule A. Further, the information set forth herein and on the attached Schedule A is, as of the date of this letter, current except as otherwise noted and we
disclaim any undertaking to advise you of changes that thereafter may be brought to our attention. 
 The Company has advised us
that, by making the requests set forth in its letter to us, it does not intend to waive the attorney-client privilege with respect to any information which the Company has furnished to us. Moreover, our response to you should hot be construed in any
way to constitute a waiver of the protection of the attorney work-product privilege with respect to any of our files involving the Company. 

This response is limited by and is in accordance with, the request for information specifically made by the Company and the ABA
Statement of Policy Regarding Lawyers’ Responses to Auditor’s Requests for Information. Without limiting the generality of the foregoing, the limitations as set forth in that Statement on the scope and use of this response are
specifically incorporated herein by reference, and any description herein of any loss contingencies are qualified in its entirety by Paragraph 5 of the Statement and the accompanying Commentary that is an integral part of the Statement. Consistent
with the last sentence in Paragraph 6 of the ABA Statement of Policy Regarding Lawyers’ Responses to Auditor’s Requests for Information and pursuant to the Company’s request, this will confirm as correct the Company’s
understanding as set forth in its audit inquiry letter to us that whenever, in the course of performing legal services for the Company with respect to a matter recognized to involve any unasserted possible claim or assessment that may call for
financial statement disclosure; we form a professional conclusion that the Company must disclose or consider disclosure concerning such possible claim or assessment, we, as a matter of professional responsibility to the Company, will so advise the
Company and consult with it concerning the question of such disclosure and the applicable requirements of the Statement of Financial Accounting Standards No. 5. 

 

 C-54 








 Audit Response 

Page 2 
 The amount due from the
Company to this firm for billed services and costs through February 24, 2003 is *. 
  

	
	Very truly yours,
	SARAH STEINBAUM, P.A.
	
	
 




	Sarah Steinbaum, for the firm


  

	cc:	Ms. Rosemary Trudeau 

  

							
	 	 	 SARAH STEINBAUM
 A Professional
Association
	    	 44 W. Flagler Street
 Suite
2175
 Miami Florida 33130
	    	 T 305-358-7676
 F 305-358-6667



  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-55 








 Audit Response 

Page 3 
 * 

 

							
	 	 	 SARAH STEINBAUM
 A Professional
Association
	    	 44 W. Flagler Street
 Suite
2175
 Miami Florida 33130
	    	 T 305-358-7676
 F 305-358-6667



  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-56 








 SANDLER, TRAVIS & ROSENBERG, P. A.

  

																	
		 		 		  	 ATTORNEYS AT LAW

1300 PENNSYLVANIA AVENUE, N.W.

WASHINGTON, D.C. 20004-3002
	  		  		  	
	PEGGY CHAPLIN	  		  	 	  		  	NICOLE BIVENS COLINSON
	 DAVID E. COHEN

JORGE ESPINOSA*
 PHILIP S. GALLAS*

RONALD W. GERDES
 CARLOS HALASZ

EDWARD M. JOFFE
 GERSON M. JOSEPH*

JORGE R. LOPEZ
	  	  
 (202) 638-2230

FAX (202) 638-2236

E-MAIL ADDRESS: info@strtrade.com
	  	 SHANNON E. FLIRA

JO BRONSON HARRIS
 WILLIAM H. HOUSTON

W. CHAD NESBIT
 MICHELLE SALEM

DENNIS J. WAKEMAN
 ADRIAN A. WILLIAMS

TRADE ADVISORS

	JEANNETTE MIRABAL	  		  		  	 	  	
	CHANDRI NAVARRO-BOWMAN	  		  		  		  	
	 LARRY T. ORDET*

JEREMY ROSS PAGE*
 TERESA M. POLINO

ARTHUR K. PURCELL
 SUSAN L. RENTON

BETH C. RING*
 LEONARD L. ROSENBERG

FRANCESCA RUSSO DI STAULO
 GILBERT LEE SANDLER*

 THOMAS G. TRAVIS
	  	February 14, 2003	  	 RAUL A. CASAL 

PAUL G. GIGUERE
 LEON I. JACOBSON*

TODD G. KOCOUREK*
 NATHAN
[ILLEGIBLE]
 LEE MERMELSTEIN

JANA SIGARS
 MONTY J. TILLES

STEPHEN P. WALROTH-SADURNI

	KENNETH WOLF	  		  	OF COUNSEL
	NANCY J. WOLLIN*	  		  		  	 	  	
		  		  		  		  	  
 SANDLER & TRAVIS

TRADE ADVISORYSERVICES

		 	 	 		  		  		  		  	
	 *NOT ADMITTED IN DC

[ILLEGIBLE]BOARD CERTIFIED IMMIGRATION     & NATIONALITY LAW
	  		  		  	 DALLAS DETROIT

CONSULTING SERVICES

	[ILLEGIBLE]RESIDENT IN ARGENTINA	  		  		  		  		  	
	 PRACTICE LIMITED TO ARGENTINIAN MATTERS ONLY

{ILLEGIBLE]BOARD CERTIFIED INTERNATIONAL LAW
	  		  		  		  		  	

  

			
	Jenell Milian	  	
	Deloitte & Touche LLP	  	
	200 South Biscayne Blvd	  	
	Suite 400	  	
	Miami, Fl 33131-9985	  	Sent via fax: 305-960-1327


RE: PERRY ELLIS INTERNATIONAL 

Dear Ms. Millian: 
 We
have been requested by Perry Ellis International (the "Company") to write to you directly in connection with your audit of the Company. The request asks that we advise you regarding any matters with respect to which we have been engaged, or have
devoted substantive attention, in the form of legal consultation or representation on behalf of the Company and which involve: 
  

	 	1.	Pending or threatened litigation; and 

  

	 	2.	Unasserted claims and assessments; 

  

	 	3.	Other matters. 

 We understand
our response should include matters that existed as of September 30, 2001, together with matters that arose during the period from that date to the date of this response. 

We call to your attention the fact that our firm does not represent the Company as general counsel. We have been retained as special
counsel to the Company on Customs matters and represent it only in connection with particular matters arising under the Federal Customs and Tariff Laws and Regulations, which the Company refers to us on a case-by-case basis. 

MIAMI        NEW YORK        ATLANTA   
     BALTIMORE        SAN FRANCISCO        MEXICO CITY 

CHICAGO        BUENOS AIRES 

OFFICE KNOWN AS SANDLER, TRAVIS & ROSENBERG AND
GLAD & FERGUSON, P.C. 
  

 C-57 









 SANDLER, TRAVIS & ROSENBERG, P.A. 

 


 Jenell Milian 

Deloitte & Touche LLP 
 February 14, 2003

 Page 2 
  

 Subject to the foregoing, and the last paragraph of this letter, we do not know of any
pending or threatened litigation or of any claims or assessments (asserted or unasserted) that may call for financial statement disclosure. However, because the Company engages in importing merchandise into the United States, it is always possible
that the United States Customs Service will from time to time assess claims or duties in excess of the amounts deposited upon importation. 

At the time merchandise is imported into the United States, the importer must present an “entry” (documents describing the
transaction) and estimated duties to the Customs Service. Sometime after importation, the Customs Service routinely reviews the entry to determine the proper classification (applicable duty rate) and appraised value of the merchandise.
Following this routine review, the entry is “liquidated,” at which time the importer is advised whether the duties deposited were correct, whether additional duties are due, or whether a refund of excess duty will be issued. 

The two preceding paragraphs are for the specific purpose of calling to your attention that the deposit of duties made by the Company at
the time merchandise is imported does not terminate the Customs transaction, but that the Customs transaction remains open until such time as liquidation has taken place and has become final. Accordingly, it is possible that the Customs Service may
assert claims for duties in excess of those deposited on entries not yet liquidated. 
 As of this date, the Company owes * in
fees and/or costs. This letter is solely for your information and assistance, in connection with your audit of, and report with respect to, the financial condition of the Company and it is not to be quoted or otherwise referred to in any financial
statements of the Company or related documents without prior written consent of this firm. 
 We have not made an independent
review of any of The Company's transactions or contractual arrangements for the purposes of this response. Instead, we have endeavored to determine .from our knowledge and records since the beginning of The Company's fiscal year whether such service
involved the types of matters referred to in the request. We disclaim any undertaking to advise you of changes which may be subsequently brought to our attention. 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-58 









 SANDLER, TRAVIS & ROSENBERG, P.A. 

 


 Jenell Milian 

Deloitte & Touche LLP 
 February 14, 2003

 Page 3 
  

 This response is limited by, and in accordance with, the ABA Statement of Policy
Regarding Lawyers' Responses to Auditors' Requests for Information (December 1975); without limiting the generality of the foregoing, the limitations set forth in such Statement on the scope and use of this response (Paragraphs 2 and 7) are
specifically incorporated herein by reference, and any description herein of any “loss contingencies” is qualified in its entirety by Paragraph 5 of the Statement and the accompanying Commentary (which is an integral part of the
Statement), Consistent with the last sentence of Paragraph 6 of the ABA Statement of Policy and pursuant to the Company's request, this will confirm as correct the understanding as set forth in its audit inquiry letter to us that whenever, in the
course of performing legal services for the Company with respect to a matter recognized to involve an unasserted possible claim of .assessment that may call for financial statement disclosure, we have formed a professional conclusion that the
Company must disclose of consider disclosure concerning such possible claim or assessment, we, as a matter of professional responsibility to the Company, will so advise the Company and will consult with the Company concerning the question of such
disclosure and the applicable requirements of Statement of Financial Accounting Standards No. 5. 
  

			
	Sincerely yours,
	
	SANDLER, TRAVIS & ROSENBERG, P.A.
		
	By:	 	
 




		 	Thomas G. Travis


  

			
	 TGT/mtc
	  	
		
	 cc:
	  	 George Feldenkreis
 Oscar
Feldenkreis


  

 C-59 









													
		  	SANDLER, TRAVIS & ROSENBERG, P.A.	 		 		 	
		  	 ATTORNEYS AT LAW

THE WATERFORD
	 		 		 	
		  	 5200 BLUE LAGOON DRIVE

MIAMI, FL. 93136-2022
	 		 		 	
		  		  	 	  		 		 		 	
	 PEGGY LOUIE CHAPLIN*
 DAVID E.
COHEN*
 JORGE ESPINOSA
 PHILIP S.
GALLAS*
 RONALD W. GERDES
 CARLOS
HALASZ
 EDWARD M. JOFFE
 GERSON M.
JOSEPH
 JORGE R. LOPEZ 
 MELISSA ANN
MILLER*
	  	  
 (303) 267-9200

FAX (305) 267-5155

E-MAIL ADDRESS: [ILLEGIBLE]

WEBSITE: www.[ILLEGIBLE].com
  

February 14, 2003
	 	 NICOLE BIVENS COLLINSON SHANNON E. FURA

JO BRONSON HARRIS
 WILLIAM H. HOUSTON

W. CHAD NESBIT
 MICHELLE SALEM

RONALD J. SORlNI
 DENNIS J. WAKEMAN

ADRIAN A. WILLIAMS

        TRADE ADVISORS

	JEANNETTE MIRABAL	  		 		 	 	 	
	 CHANDRI NAVARRO-BOWMAN

LARRY T. ORDET
 JEREMY ROSS PAGE

TERESA M. ROI INO*
 ARTHUR K. PURCELL

SUSAN L. RENTON
 BETH C. RING

LEONARD L. ROSENBERG
 FRANCESCA RUSSO DI STAULO

	  		 	 PAUL G. GIGUERE*

LEON I. JACOBSON
 TODD G. KOCOUREK

NATHAN I. [ILLEGIBLE]
 LEE
MERMELSTEIN*
 JANA [ILLEGIBLE]
 MONTY
J. TILLES
 STEPHEN P. WALROTH-SADURNI

        OF COUNSEL

	GILBERT LEE SANDLER	  		  		 		 	 	 	
	 THOMAS G. TRAVIS

KENNETH WOLF
 NANCY J. WOLLIN
	  		  		 	  
 SANDLER AND TRAVIS

TRADE ADVISORY SERVICES
  

DETROIT
 CONSULTING
SERVICES


 [ILLEGIBLE] NOT ADMITTED IN DC 

[ILLEGIBLE] BOARD CERTIFIED IMMIGRATION 

    & NATIONALITY LAW 

[ILLEGIBLE] BOARD CERTIFIED INTERNATIONAL LAW 
  

			
	Jenell Milian	  	
	Deloitte & Touche LLP	  	
	200 South Biscayne Blvd.	  	
	Suite 400	  	
	Miami, Fl 33131-9985	  	Sent via fax: 305-960-1327


RE: PERRY ELLIS INTERNATIONAL 

Dear Ms. Milian: 
 We have
been requested by Perry Ellis International (the “Company”) to write to you directly in connection with your audit of the Company. The request asks that we advise you regarding any matters with respect to which we have been engaged, or
have devoted substantive attention, in the form of legal consultation or representation on behalf of the Company and which involve; 
  

	 	1.	Pending or threatened litigation; and 

  

	 	2.	Unasserted claims and assessments; 

  

	 	3.	Other matters. 

 We understand
our response should include matters that existed as of January 31, 2003 together with matters that arose during the period from that date to the date of this response. 

We call to your attention the fact that our firm does not represent the Company as general counsel. We have been retained as special
counsel to the Company on Customs matters and represent it only in connection with particular matters arising under the Federal Customs and Tariff Laws and Regulations, which the Company refers to us on a case-by-case basis. 

WASHINGTON, D.C    NEW YORK    ATLANTA    BALTIMORE   
 SAN FRANCISCO    MEXICO CITY 
 CHICAGO    BUENOS AIRES 

•OFFICE KNOWN AS SANDLER, TRAVIS & ROSENBERG AND
GLAD & FERGUSON P.C. 
  

 C-60 









 SANDLER, TRAVIS & ROSENBERG, P.A. 

 


 Jenell Milian 

Deloitte & Touche LLP 
 February 14, 2003

 Page 2 
  

 Subject to the foregoing, and the last paragraph of this letter, we do not know of any
pending or threatened litigation or of any claims or assessments (asserted or unasserted) that may call for financial statement disclosure. However, because the Company engages in importing merchandise into the United States, it is always possible
that the United States Customs Service will from time to time assess claims or duties in excess of the amounts deposited upon importation. 

At the time merchandise is imported into the United States, the importer must present an “entry” (documents describing the
transaction) and estimated duties to the Customs Service. Sometime after importation, the Customs Service routinely reviews the entry to determine the proper classification (applicable duty rate) and appraised value of the merchandise.
Following this routine review, the entry is “liquidated,” at which time the importer is advised whether the duties deposited were correct, whether additional duties are due, or whether a refund of excess duty will be issued. 

The two preceding paragraphs are for .the specific purpose of calling to your attention that the deposit of duties made by the Company at
the time merchandise is imported does not terminate the Customs transaction, but that the Customs transaction remains open until such time as liquidation has taken place and has become final. Accordingly, it is possible that the Customs Service may
assert claims for duties in excess of those deposited on entries not yet liquidated. 
 As of this date, the Company owes * in
fees and/or costs. This letter is solely for your information and assistance in connection with your audit of, and report with respect to, the financial condition of the Company arid it is not to be quoted or otherwise referred to in any financial
statements of the Company or related documents without prior written consent of this firm. 
 We have not made an independent
review of any of The Company’s transactions or contractual arrangements for the purposes of this response. Instead, we have endeavored to determine from our knowledge and records since the beginning of The Company’s fiscal year whether
such service involved the types of matters referred to in the request. We disclaim any undertaking to advise you of changes which may be subsequently brought to our attention. 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-61 









 SANDLER, TRAVIS & ROSENBERG, P.A. 

 


 Jenell Milian 

Deloitte & Touche LLP 
 February 14, 2003

 Page 3 
  

 This response is limited by, and in accordance with, the ABA Statement of Policy
Regarding Lawyers’ Responses to Auditors’ Requests for Information (December 1975); without limiting the generality of the foregoing, the limitations set forth in such Statement on the scope and use of this response (Paragraphs 2 and 7)
are specifically incorporated herein by reference, and any description herein of any “loss contingencies” is qualified in its entirety by Paragraph 5 of the Statement and the accompanying Commentary (which is an integral part of the
Statement). Consistent with the last sentence of Paragraph 6 of the ABA Statement of Policy and pursuant to the Company’s request, this will confirm as correct the understanding as set forth in its audit inquiry letter to us that whenever, in
the course of performing legal services for the Company with respect to a matter recognized to involve an unasserted possible claim or assessment that may call for financial statement disclosure, we have formed a professional conclusion that the
Company must disclose or consider disclosure concerning such possible claim or assessment, we, as a matter of professional responsibility to the Company, will so advise the Company and will consult with the Company concerning the question of such
disclosure and the applicable requirements of Statement of Financial Accounting Standards No. 5. 
  

	
	Sincerely yours,
	
	SANDLER, TRAVIS & ROSENBERG, P.A.
	
	
 




	Thomas G. Travis


  

			
	TGT/mtc
		
	 cc:
	  	 George Feldenkreis
 Oscar
Feldenkreis


  

 C-62 









									
		  	DAVIDOFF & MALITO LLP	 	
	 ALBANY

[ILLEGIBLE] STATE STREET

ALBANY, N.Y. 12207
	  	 ATTORNEYS AT LAW

605 THIRD AVENUE

NEW YORK, N.Y. 10158
	 	 WASHINGTON, D.C.

444 NORTH CAPITOL STREET N.W. WASHINGTON, D.C. 20001

	(518) 465-8230	  		  	 	  		 	(202)867-1117
	FAX (518) 465-8650	  	  
 (212) 557-7200

FAX (212) 286-1884
	 	 FAX (202)458-1584



March 4, 2003 

Deloitte & Touche LLP 
 200 S. Biscayle
Boulevard, Suite 400 
 Miami, Florida 33131-9985 
  

	 	Re:	Perry Ellis International 

 Gentlemen:

 By letter dated January 31, 2003 (the “Company Letter”), Rosemary Trudeau, Vice President of Finance of the
Company, has requested us to furnish to you certain information in connection with your examination of the financial statements of the Company as of January 31, 2003. 

 

	 	I.	Limitations of Professional Engagement 


We call your attention to the following facts which indicate the limits of the professional engagement of this firm by the Company.

 (i) The engagement of firm by the Company was, both as of January 31, 2003, and as of the date hereof, limited to
specific matters which were referred to us by the Company or .as to which we were consulted by the Company, and there may exist matters of a legal nature which would have a bearing on the financial statements of he Company under examination, but
which were not referred to us by the Company and as to which we have not been consulted by the Company. 
 (ii) As of
January 31, 2003, and as of the date hereof, there may have been matters of a legal nature which could have a bearing on the financial statements of the Company which the Company referred to or as to which the Company consulted with firms other
than this firm. 
 (iii) As of January 31, 2003, and as of the date hereof, the referral of certain matters to this firm by
the Company and the consultation by the Company with this firm as to certain matters were, in certain instances, for limited purposes and not for the purpose of general representation or consultation with respect to those matters. Our knowledge of
such matters is limited by the scope of the referral or consultation. 
  

 C-63 









 DAVIDOFF MALITO LLP 


 March 4, 2003 

Page 2 
  


	 	II.	Loss Contingencies - Overtly Threatened Or 


	 	    	Pending Litigation 

 Subject to
the limitations expressed in Section I of this letter and to Section VII of this letter, we advice you that since the date of our retention as counsel to the Company, we have not been engaged to act on behalf of the Company and have not devoted
substantive attention oh behalf of the Company in the form of legal representation or consultation in connection with loss contingencies of the Company which (i) come within the scope of clause (a) of Paragraph 5 of the ABA Statement of
Policy referred to in Section VII of this letter and (ii) existed on January 31, 2003, except those matters specifically referred to in Schedule I annexed hereto. 

To the extent that the Company Letter requests an opinion with respect to the outcome or exposure by reason of the matters referred to in
Schedule I, we refer to the limitations expressed in Section I of this letter and to Section VII of this letter, and as contemplated by Paragraph 5 of the ABA Statement of Policy, we give no opinion. 

 

	 	III.	Loss Contingencies - Unasserted Possible Claims 


	 	    	Or Assessments 

 No material loss
contingencies in the nature of unasserted possible claims or assessments are specifically identified in the Company Letter, Accordingly, subject to the limitations expressed in Section I of this letter and in Section VII of this letter and as
contemplated by Paragraph 5 of the ABA Statement Policy, we make no comment upon material loss contingencies of that nature. 
  

	 	IV.	Contractually Assumed Obligations 


We are not undertaking to comment in this letter upon any contractually assumed obligations including leases, guarantees, endorsements,
subordination agreements, or commitments because (i) we understand that you can satisfy yourselves with respect to matters of that nature through other audit procedures, (ii) no contractually assumed obligations have been specifically
identified in the Company Letter and (iii) no comment has been specifically requested with respect to any specifically identified matter of that nature under Paragraph 5 of the ABA Statement of Policy. 

 

 C-64 









 DAVIDOFF
& MALITO LLP 

 

 March 4, 2003 

Page 3 
  

	 	V.	Date As Of Which Information Provided 


Except as otherwise noted, the information set forth herein is as of January 31, 2003, the date as of which we completed our internal
review procedures for purposes of preparing this letter. We disclaim any undertaking to advise you of changes which may be brought to our attention after January 31, 2003. 

 

	 	VI.	ABA Statement of Policy 

 This
response is limited by, and in accordance with, the ABA Statement of Policy Regarding Lawyers’ Responses to Auditors Requests for Information (December 1975). Without limiting the generality of the foregoing, the limitations set forth in such
Statement on the Scope and use of this response (Paragraphs 2 and 7) are specifically incorporated herein by reference, and any description herein of any “loss contingencies” is qualified in its entirety by paragraph 5 of the Statement and
the accompanying Commentary (which is an integral part of the Statement). Consistent with the last sentence of Paragraph 6 of the ABA Statement of Policy and pursuant to the undertaking of the Company as set forth in the Company Letter that
whenever, in the course of performing legal services for the Company with respect to a matter recognized to involve an unasserted possible claim or assessment that may call for financial statement disclosure we have formed a professional, conclusion
that the Company must disclose or consider disclosure concerning such possible claim or assessment, we, as a matter of professional responsibility to the , Company, will so advise the Company and will consult with the Company concerning the question
of such disclosure and the applicable requirements of Statement of Financial Accounting Standards No. 5. 
  

	 	VII.	Unbilled or Unpaid Charges for Services. 


As of January 31, 2003, there is * in fees or charges due our firm. 

 

	
	 Very truly yours,

	
	
 




	 DAVIDOFF & MALITO LLP




 

			
	cc:	  	Rosemary B. Trudeau
		  	Vice President of Finance
		  	Perry Ellis International
		  	3000 NW 107 Avenue
		  	Miami, Florida 33172

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-65 









 DAVIDOFF
& MALITO LLP 

 

 SCHEDULE I 

 

	1.	Threatened and Existing Claims, Etc.: 


None. 
  

	2.	Judgments or Settlements: 

 None.

  

	3.	Litigation: 

 None. 

 

 C-66 








 SCHEDULE 8.8 

to 
 INFORMATION
CERTIFICATE 
 Environmental Compliance 

Each Company is in compliance with all environmental laws applicable to it. 

 

 C-67 








 SCHEDULE 8.10 

to 
 INFORMATION
CERTIFICATE  
 Deposit Accounts: Investment Accounts 

A. Part 1 - Deposit Accounts 
  

							
	 Name of Company
	  	 Name and Address of Bank
	  	Account No.	  	 Purpose*

				
	Perry Ellis International, Inc.	  	Bank of America	  	**	  	 Collection Acct.

subject to Lockbox

				
	BBI Retail	  	Bank of America	  	**	  	Collection Acct.
				
	Jantzen Inc.	  	Bank of America	  	**	  	 Collection Acct.

subject to Lockbox

				
	Jantzen Apparel Corp.	  	Bank, of America	  	**	  	Collection Acct.
				
	PEI Licensing, Inc.	  	Bank of America	  	**	  	Collection Acct.
				
	Supreme International, Inc.	  	Bank of America	  	**	  	Collection Acct.
				
	Perry Ellis International, Inc.	  	Bank of America	  	**	  	Money Purchase Pension Plan
				
	Perry Ellis International, Inc.	  	Bank of America	  	**	  	Employee Benefit Account
				
	Perry Ellis International Group Holdings	  	Bank of America	  	**	  	Collection Acct.
				
	Perry Ellis International Europe, Ltd.	  	Bank of America	  	**	  	Collection Acct.
				
	Salant Corporation	  	Bank of America	  	**	  	 Collection Acct.

subject to Lockbox

				
	Salant Holding Corp.	  	Bank of America	  	**	  	 Collection Acct.

Subject to Lockbox



 

	*	For the “purpose” indicate either: (a) “collection account” if proceeds of receivables or other assets are deposited in it, and note
“lockbox” if it is subject to lockbox servicing arrangements with the applicable bank or “disbursement account” if it is a checking account or (b) account used for transferring funds to third parties, and in addition,
indicate if it is used for a specific purpose, e.g., ““payroll”, “medical”, etc. 

  

	**	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-68 








 B. Part 2 - Disbursement Accounts 

 

							
	 Name of Company
	  	 Name and Address of Bank
	  	Account No.	  	 Purpose*

				
	Perry Ellis International	  	Bank of America	  	**	  	Payables
				
	Perry Ellis International	  	Bank of America	  	**	  	Primary Payables
				
	BBI Retail	  	Bank of America	  	**	  	Payables
				
	BBI Retail	  	Bank of America	  	**	  	Payroll
				
	Perry Ellis International	  	Bank of America	  	**	  	Payroll
				
	PEI Licensing, Inc.	  	Bank of America	  	**	  	Payables/Payroll
				
	Supreme International Inc.	  	Bank of America	  	**	  	Payables/Payroll
				
	Jantzen Apparel Corp.	  	Bank of America	  	**	  	Payables/Payroll
				
	Jantzen Inc.	  	Bank of America	  	**	  	Payables/Payroll
				
	Supreme Munsingwear Canada, Inc. (Canadian Dollars)	  	HSBC Bank Canada	  	**	  	Payables & Collections
				
	Salant Corporation	  	Bank of America	  	**	  	Payables
				
	Salant Corporation	  	Bank of America	  	**	  	Payroll
				
	Salant Holding Corporation	  	Bank of America	  	**	  	Payables
				
	Salant Holding Corporation	  	Bank of America	  	**	  	Payroll
				
	Supreme Munsingwear Canada, Inc. (US Dollars)	  	HSBC Bank Canada	  	**	  	Payables
				
	Perry Ellis International	  	Ocean Bank	  	**	  	Payment of vendor shipments for purchases on open account.


 

	*	For the “purpose” indicate either: (a) “collection account” if proceeds of receivables or other assets are deposited in it, and note
“lockbox” if it is subject to lockbox servicing arrangements with the applicable bank or “disbursement account” if it is a checking account or (b) account used for transferring funds to third parties, and in addition,
indicate if it is used for a specific purpose, e.g., ““payroll”, “medical”, etc. 

  

	**	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-69 









							
	Perry Ellis International	  	HSBC USA (L/C)	  	*	  	Payment of L/C’s Outstanding
				
	Perry Ellis International	  	Cornmercebank (L/C)	  	*	  	Payment of L/C’s Outstanding
				
	Perry Ellis International	  	IDB Bank of NY	  	*	  	Payment of L/C’s Outstanding
				
	Perry Ellis Europe	  	Credit Lyonnais	  	*	  	Payable payments

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-70 








 C. Part 3 - Investment and Other Accounts 

 

											
	 Name of

Company
	  	 Name and Address

of Broker

or Other Institution
	  	Account No.	  	 Purpose
	  	 Types of

Investments
	  	Balance as
of
May 12, 2003
						
	Perry Ellis	  	Bank of America	  	*	  	Investment	  	Money market and fixed rate term investments	  	*
	Salant	  	CIT	  		  		  	Money market	  	*

  

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-71 








 SALANT CORPORATION 

BANK ACCOUNTS 
  

					
	 Bank
	  	Account #	  	 Type of Account

			
	 Domestic
	  	 	  	 
			
	JP Morgan Chase Bank	  	**	  	Master Account*
	 1411 Broadway,
5th floor
	  		  	
	 New York, New York 10018
	  		  	
	JP Morgan Chase Bank Delaware	  		  	
	 (Controlled Disbursement Accounts)
	  	**	  	Accounts Payable*
	 6040 Tarbell Road
	  	**	  	Customs Brokerage*
	 Syracuse, New York 13206
	  	**	  	Accounts Payable* Stores
		  	**	  	Payroll*
		  	**	  	Payroll – Holding*
	Manufacturers & Traders Trust Co.	  	**	  	Checking
	 1114 Avenue of the Americas
	  		  	
	 New York, New York 10036
	  		  	
	Sun Trust Bank	  	**	  	Depositary – Non Trade Receipts
	 201 Jackson Street
	  		  	
	 Thomson, Georgia 30824
	  		  	
			
	 Foreign
	  	 	  	 
			
	Citibank	  	**	  	Birdhill – Hong Kong Checking
			
	Citibank	  	**	  	Manhattan Far East – Hong Kong
	 Citibank Tower,
47th floor,
	  		  	
	 Citibank Plaza 3 Garden Road,
	  		  	
	 Central Hong Kong
	  	**	  	Manhattan Far East – Hong Kong
			
	Banco Del Cafe	  	**	  	Guatemala Quetzals
	 Avenida La Reforma 9-30
	  	**	  	US dollars
	 Zona 9, (01009)
	  		  	
	 Guatemala, Guatemala
	  		  	
			
	Banco Inverlat	  	**	  	Foreign – Mexico – Note 1
	 H Colegio Militar #519
	  		  	
	 Colonia Roma
	  		  	
	 Piedras Negras Coah Mexico
	  		  	

  

	*	Accounts to be closed. 

 Note 1: will close when
liquidation of subsidiary is completed 
  

	**	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-72 








 CIT ACCOUNTS 

 

					
	 Bank
	  	Account #	  	 Type of Account

			
	JP Morgan Chase Bank	  	**	  	Lock Box - Salant*
		  		  	Only (Including Deposit – Stores Receipts
			
	JP Morgan Chase Bank	  	**	  	CIT-Multi Customer* Receipts
			
	Sun Trust Bank	  	**	  	Trade Receipts* received in Augusta

  

	*	Accounts to be closed. 

  

	**	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-73 








 PERRY ELLIS FACTORY OUTLET, 

A DIVISION OF SALANT CORPORATION 

BANK ACCOUNTS 
  

					
	 Store No.

and Location
	  	 Bank
	  	Account #
			
	1505 – Secaucus, NJ	  	Valley National Bank	  	*
		  	 40 Meadowlands Parkway
	  	
		  	 Seacucus, NJ 07090
	  	
	1508 – Franklin Mills, PA	  	Citizens Bank	  	*
		  	 PO Box 34789
	  	
		  	 Philadelphia, Pa 19101
	  	
	1509 – Wrentham, MA	  	Wrentham Cooperative Bank	  	*
		  	 102 South Street
	  	
		  	 Wrentham, Ma 02093
	  	
	1510 – Sawgrass Mills, FL	  	Bank of America	  	*
		  	 9990 West Oakland Park Blvd
	  	
		  	 Sunrise, Florida 33351
	  	
	1511 – Ellentown, FL	  	Bank of America	  	*
		  	 7008 U.S. Highway 301 North
	  	
		  	 Ellentown, Florida 34222
	  	
	1513 – Riverhead, NY	  	The Suffolk County	  	*
		  	 National Bank
	  	
		  	 1201 Ostrander Avenue
	  	
		  	 Riverhead NY 11901-9000
	  	
	1514 – Conway, SC	  	Bank of America	  	*
		  	 424 Main Street
	  	
		  	 Conway, SC 29526
	  	
	1516 – Dawson, GA	  	Dawson County Bank	  	*
		  	 P.O. Box 159
	  	
		  	 Dawsonville, GA 30534-0159
	  	
	1518 – Katy, TX	  	Coastal Banc	  	*
		  	 1250 Pin Oak Road
	  	
		  	 Katy, TX 77494
	  	
	1519 – Elizabeth, NJ	  	Fleet Bank	  	*
		  	 1201 Corbin Street
	  	
		  	 Elizabeth, NJ 07201
	  	
	1520 – Concord, NC	  	First Citizens Bank	  	*
		  	 18 Lake Concord Road
	  	
		  	 Concord, NC 28025
	  	
	1521 – Destin, FL	  	Amsouth Bank of Florida	  	*
		  	 91 Old Highway 98
	  	
		  	 Destin, Fl 32541
	  	
	1522 – Naples, FL	  	Colonial Bank	  	*
		  	 8660 Corkscrew Road
	  	
		  	 Estero, Florida 33912
	  	

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-74 








 PERRY ELLIS FACTORY OUTLET 

A DIVISION OF SALANT CORPORATION 

BANK ACCOUNTS 
  

					
	 Store No.

and Location
	  	 Bank
	  	Account #
			
	1523 – Camarillo, CA	  	Santa Barbara Bank	  	*
		  	 2310 East Ponderosa Drive
	  	
		  	 Camarillo California 93010
	  	
	1524 – Orlando, FL	  	Suntrust Bank	  	*
		  	 Mail Code 0766
	  	
		  	 P.O. Box 628096
	  	
		  	 Orlando, Florida 32897
	  	
	1525 – Alpine, CA	  	Borrego Springs Bank	  	*
		  	 Suite F-l02
	  	
		  	 5005 Willows Road
	  	
		  	 Alpine, California 91901
	  	
	1526 – Allen, TX	  	American National Bank	  	*
		  	 720 S Greenville Avenue
	  	
		  	 Allen, Texas 75002
	  	
	1527 – Arundel Mills, MD	  	Bank of America	  	*
		  	 10 Church Circle,
2nd floor
	  	
		  	 Annapolis, Maryland 21401
	  	
	1528 – Potomac Mills, VA	  	Riggs Bank, N.A.	  	*
		  	 2720 Potomac Mills Circle
	  	
		  	 Woodbridge, Virginia 22192
	  	
	1529 – Napa, CA	  	The Vintage Bank	  	*
		  	 3271 Brown Valley Road
	  	
		  	 PO Box 2200
	  	
		  	 Napa, California 94558-0298
	  	
	1530 – Nashville, TN	  	Bank of America	  	*
		  	 Financial Strategies Group
	  	
		  	 414 Union Street
	  	
		  	 Nashville, TN 37239
	  	
	1533 – Albertville, MN	  	Premier Bank Minnesota	  	*
		  	 P.O. Box 220
	  	
		  	 Albertville, MN 55301
	  	
	1534 – Primm, NV	  	Bank of America	  	*
		  	 NCI-003095-01
	  	
		  	 901 West Trade Street
	  	
		  	 Charlotte, NC 28255
	  	

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-75 









					
	 1535 – Foley, AL
	  	AmSouthBank	  	*
	  	 1301 S. McKenzie Street
	  	
		  	 Foley, Al 36535
	  	
	 1536 – Gilroy, CA
	  	Bank of America	  	*
	  	 P. O. Box 54139
	  	
		  	 Los Angeles, California 90054-0319
	  	

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-76 








 PERRY ELLIS FACTORY OUTLET, 

A DIVISION OF SALANT CORPORATION 

BANK ACCOUNTS 
  

					
	 Store No.

and Location
	  	 Bank
	  	Account #
			
	1537 – Waterloo, NY	  	National Bank of Geneva	  	*
		  	 1940 Route 720
	  	
		  	 Waterloo, New York 11365
	  	
	1538 – Lawrenceville, GA	  	First National Bank of Gwinnett	  	*
		  	 2734 Meadow Church Road
	  	
		  	 Duluth, GA 30097
	  	
	1539 – Aurora, OH	  	Metropolitan Bank	  	*
		  	 95 North Chillicothe Road
	  	
		  	 Aurora, Ohio 44202
	  	
	1542 – Lakewood, CO	  	1st Bank
 of Colorado	  	*
		  	 10403 West Colfax Avenue
	  	
		  	 Lakewood, Colorado 80215
	  	
	1543 – Orlando, FL	  	Bank of America	  	*
		  	 P.O. Box 25118
	  	
		  	 Tampa, Florida 33633-0900
	  	
	1544 – Las Vegas, NV	  	Bank of America	  	*
		  	 P.O. Box 25118
	  	
		  	 Tampa, Florida 33633-0900
	  	
	3607 – San Marcos, TX	  	Frost National Bank	  	*
		  	 P.O. Box 1600
	  	
		  	 San Antonio, Texas 78296-1400
	  	
	3608 – Tannersville, PA	  	The First National Bank of Palmerton	  	*
		  	 P.O. Box 152
	  	
		  	 Tannersville, PA 18372
	  	
	3610 – Cabazon, CA	  	North County Bank	  	*
		  	 1735 West Ramsey Street
	  	
		  	 Banning, California 92220-0848
	  	
	3612 – Harriman, NY	  	Manufacturers and Traders Trust Company	  	*
		  	 Hudson Valley division
	  	
		  	 23 Lake Street
	  	
		  	 Monroe, New York 10950
	  	

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-77 








 PERRY ELLIS FACTORY OUTLET, 

A DIVISION OF SALANT CORPORATION 

BANK ACCOUNTS 
  

					
	 Store No.

and Location
	  	 Bank
	  	Account #
			
	3651 – Clinton CT	  	Liberty Bank	  	*
		  	 8 East Main Street
	  	
		  	 Clinton, Ct. 06413
	  	
	3656 – Milipitas, CA	  	Bank of America	  	*
	  	 740 E. Calavares Blvd.
	  	
		  	 Milpitis, California 95035
	  	
			
	3660 – Rehoboth, DE	  	First Union	  	*
		  	 4600 Highway One
	  	
		  	 Reheboth, Delaware 19971
	  	

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-78 








 SCHEDULE 8.11 

to 
 INFORMATION
CERTIFICATE 
 Intellectual Property 
  

	I.	Company: Perry Ellis International, Inc. and Its Subsidiaries 


A. Trademarks 

1. Owned 

See Exhibit B hereto for additions to Information Certificate dated October 1, 2002. 

2. Licensed 

See Exhibit B hereto. 

B. Patents 

None. 
 C.
Copyrights 
 The only patterns and designs that we immediately send to the U.S. Copyright Office for official copyright
registrations are those designs/patterns that we purchase from design studios. We obtain copyright assignments from the studios, and then we forward the patterns/designs to the U.S. Copyright Office for registration because, in the event that
someone accuses our company of infringement, it is important to make sure that we properly own the designs that we purchase. Many of these patterns/designs are not even used by us, and it is very difficult to provide a full list of all of our
copyrights because each copyright application/registration has anywhere from 230 designs/patterns. When a pattern/design is created by one of our own designers, we automatically own a common law copyright in it. Due to the number of designs/patterns
that are constantly being created, it is virtually impossible to send out applications to the Copyright Office. Therefore, we only officially copyright our own designs when a situation arises where a third-party is copying our designs. In that case,
we file an application that requests special handling. A special handling allows us to obtain a rushed copyright registration due to a pending litigation. 
  

 C-79 








 SCHEDULE 8.12 

to 
 INFORMATION
CERTIFICATE  
 Subsidiaries; Affiliates; Investments 

B. Subsidiaries (More than 50% owned by Company indicated) 

 

							
	 Company
	  	Subsidiary	  	Jurisdiction of
Incorporation	  	Percentage
Owned
				
	See Exhibit A hereto.	  		  		  	
		  		  		  	

 C. Affiliates (Less than 50% Owned by Company) 

 

							
	 Company
	  	Affiliate	  	Jurisdiction of
Incorporation	  	Percentage
Owned
				
	See Exhibit A hereto.	  		  		  	

 D. Affiliates (Subject to common ownership with Company) 

 

									
	 Company
	  	Affiliate	  	Jurisdiction of
Incorporation	  	Parent	  	Percentage Owned
	
	See Exhibit A hereto.

 E.
Shareholders (If widely held, only holders with more than 10%) 
  

							
	 Company
	  	Shareholders	  	Jurisdiction of
Incorporation	  	Percentage
Owned
				
	See Exhibit A hereto.	  		  		  	

  

	*	If shareholders are individuals, indicate “N/A”. 

  

 C-80 








 SCHEDULE 8.13 

to 
 INFORMATION
CERTIFICATE 
 Labor Matters 

On September 9, 2002, the National Labor Relations Board (hereinafter, “NLRB”) supervised an election to determine whether a labor
organization, the United Needletrades, Industrial and Textile Employees (hereinafter, the “Union”) would be certified as the exclusive bargaining agent for certain employees working in the Company’s Miami distribution center. The
election results were 49 votes in favor of the Union and 55 against. The Union filed administrative objections to the election and, on April 15, 2003, the NLRB issued a Decision and Direction of Second Election, directing its Miami Region 12
Office to conduct a second election. The Union subsequently filed administrative charges alleging unfair labor practices on May 1, 2003. A second election was held on May 30, 2003. The results of that election have not been disclosed by
the NLRB pending resolution by the NLRB of the Union’s charges. No prediction can be made at the present time regarding the outcome of that election or the pending charges. However, the Company believes that there will be no Material Adverse
Effect even if the Union is certified as the exclusive bargaining representative for bargaining unit employees. 
 Upon completion of the Salant
merger and acquisition agreement Perry Ellis is subject to a collective bargaining agreement in place at Salant’s Winnsboro, South Carolina distribution facility. 
  


 C-81 








 SCHEDULE 8.15 

to 
 INFORMATION
CERTIFICATE 
 Material Contracts 

The following are Perry Ellis’ material contracts. 
  

	 	1.	Form of Indemnification Agreement 

  

	 	2.	1993 Stock Option Plan, 2002 Stock Option Plan 

  

	 	3.	Directors Stock Option 

  

	 	4.	Amendment to Business Lease between George Feldenkreis and Perry Ellis International, Inc. and its Subsidiaries relating to office facilities 


 

	 	5.	Profit Sharing Plan 

  

	 	6.	Amended and Restated Employment Agreement between Perry Ellis International, Inc. and its Subsidiaries and George Feldenkreis 


 

	 	7.	Amended and Restated Employment Agreement between Perry Ellis International, Inc. and its Subsidiaries and Oscar Feldenkreis 


 

	 	8.	Purchase and Sale Agreement dated as of December 28, 1998 among Salant Corporation, Frost Bros. Enterprises, Inc., Maquiladora Sur, S.A. de C.V. and Perry Ellis
International, Inc. (the “Salant Purchase Sale Agreement”) 

  

	 	9.	First Amendment to the Salant Purchase and Sale Agreement dated as of February 24, 1999 


 

	 	10.	Stock Purchase Agreement dated as of January 28, 1999 by and among Perry Ellis International, Inc. and Christopher C. Angell, Barbara Gallagher and Morgan Guaranty
Trust Company of New York, as Trustees of the PEI Trust created under Par. E. of Article 3 of the Agreement dated November 19, 1985, as amended January 27, 1986 (the “Perry Ellis Purchase and Sale Agreement”)


  

	 	11.	First Amendment to the Perry Ellis Purchase and Sale Agreement dated as of March 31, 1999 


 

	 	12.	Employment Agreement between Allan Zwerner and Perry Ellis International, Inc. 


 

	 	13.	Employment Agreement between Timothy B. Page and Perry Ellis International, Inc. (Amendment to be included prior to closing) 


 

	 	14.	Perry Ellis International, Inc. Incentive Stock Option Plan 

  

	 	15.	Asset Purchase Agreement dated as of March 15, 2002 by and among Perry Ellis International, Inc., Jantzen, Inc. and VF Canada, Inc. 


 

	 	16.	Employment Agreement between Alberto de Cardenas and Perry Ellis International, Inc. 


 

 C-82 









	 	17.	Agreement and Plan of Merger, date February 3, 2003, by and among Perry Ellis, Connor Acquisition Corp. and Salant Corporation. 


 

	 	18.	Letter agreement, dated February 3, 2003, among Michael Setola, Perry Ellis and Salant Corporation. 


 

	 	19.	Letter Agreement, dated February 3, 2003, among Awadhesh Sinha, Perry Ellis and Salant Corporation. 


 

 C-83 








 SALANT CORPORATION 

INFORMATION CERTIFICATE 
 MATERIAL
CONTRACTS 
 (EXCLUDES CIT CREDIT AGREEMENT TO BE TERMINATED) 

(EXCLUDES PERRY ELLIS LICENSE AGREEMENTS) 
  

	1.	Sub-License Agreement between Salant Corporation, as Grantor, and West Mill Clothes, Inc. and Tuxaco Inc., as Grantees dated August 21, 1995, as amended by
agreement between Salant Corporation, as Grantor, and West Mill Clothes, Inc. and Tuxaco Inc., as Grantees dated June 11, 2001. 

  

	2.	Trademark Sale and Assignment Agreement between Salant Corporation as Seller and Ashton Partners LLC as buyer Dated November     , 2000


  

	3.	Trademark License Agreement between Ocean Pacific Apparel Corp., as Licensor, and Salant Corporation, as Licensee dated July 20, 2001 as amended by letter agreements
dated May 13, 2002, November 15, 2002 and November 15, 2002 

  

	4.	License Agreement between Revah Holdings, Inc., as Licensor, and Salant Holding Corporation as Licensee dated May 15, 2002 


 

	5.	License Agreement between Salant Holding Corporation, as Licensor, and Freed & Freed International, Ltd., as Licensee dated January 2, 2002, amended by
letter dated December 13, 2002 

  

	6.	License Agreement between Salant Holding Corporation, as Licensor, and MMG Clothing Corporation, as Licensee dated June 1, 1995 


 

	7.	License Agreement between Salant Holding Corporation, as Licensor, and Pier Connection Fashions, Inc., as Licensee dated August 1, 1998 


 

	8.	Asset Purchase Agreement among Salant Holding Corporation, Axis Clothing Corporation and Richard Solomon dated as of October 15, 2001 


 

	9.	UNITE Memorandum of Understanding dated November 15, 2002 and draft agreement with the United Needle Trades, Industrial, Textile Employees, AFL-CIO
September 1, 2002 – August 31, 2005. 

  

	10.	Real Property Leases on the attached schedule 

  

	11.	Salant Corporation Retirement Plan 

  

	12.	Salant Corporation Pension Plan 

  

	13.	Agreement between Salant Corporation and Pension Benefit Guaranty Corporation, dated March 24, 1999 


 

 C-84 








 Real Estate Leases 

Salant Corporation is the tenant of all of the following leases unless marked with an asterisk (*). The tenant of those properties marked with an
asterisk is Salant Holding Corporation. 
  

							
	 Property Location
	  	 Store

Number
	  	 Lessor
	  	 Lease Date

	 36th floor

1114 Ave of the Americas

NY, NY 10036

28,523 approx sq. ft.
	  	 Corp/admin/

PE/Private
 Label

	  	 W.R.Grace & Co-Conn

Village Center Dr Suite 210

Swedesboro, NJ 08085

(until 5-31-03)
	  	*
				
	 (included in 8th floor lease effective 6/1/03)
	  		  	 1114 TrizecHahn-Swig, LLC

1411 Broadway
 NY,
NY 10018
 (beginning 6/1/03)
	  	 *

				
	 8th floor

1114 Ave of the Americas

NY, NY 10036

(includes “original demised premises” + “add’l 8th floor space”) 35,866 approx sq.ft.

	  	None	  	 1114 TrizecHahn-Swig, LLC

1411 Broadway
 NY,
NY 10018
	  	 *

				
	 17th floor

1114 Ave of the Americas

NY, NY 10036

(included in 8th floor lease effective 1/1/97)

32,003 sq. ft total
	  	 Corp/admin/

MIS/Stores
	  	 1114 TrizecHahn-Swig, LLC

1411 Broadway
 NY,
NY 10018
	  	*
				
	 9th floor*

1350 Ave of Americas

NY, NY 10019

9,215 sq.ft.
	  	Tricots	  	 1350 LLC

225 Broadhollow Rd.

Melville, NY 11747
	  	*

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-85 









							
	 Property Location
	  	 Store

Number
	  	 Lessor
	  	 Lease Date

	 1058 Claussen Rd.
 Suite 101

 Augusta, GA 30907
 County: Richmond

 15,775 approx sq. ft.
	  	 Financial

Services/

MIS
	  	 Interstate West Office Park, LLP

1820 Independence

Square Suite A

Dunwoody, GA 30338
	  	 *

				
	 264 US 321 Bypass
 Winnsboro,
SC 29180
 County: Fairfield

26,195-approx sq. ft.
	  	 Distribution

Storage
 Warehouse

	  	 Killeen Properties, LLC

PO Box 96

Jonesville, NC 28642
	  	 *

				
	 Space No. 2A70
 Dallas
Market Center
 2300 Stemmons Freeway

Dallas, TX 75207
 County: Dallas

824 sq.ft.
	  	 Salant

Showroom
	  	 Dallas Market Center

Management Co, LTD

2100 Stemmons Frwy

Dallas, TX 75207
	  	 *

				
	 3rd floor*
 44 West 55th Street

 NY, NY 10019
 1,608
sq.ft.
	  	Axis	  	 44 West 55th St. Assoc

c/o David Frankel Realty

160 East 65th St.

NY, NY 10021
	  	 *

				
	 8500 Higuera St.*
 Culver City,
CA 90232
 12,600 sq.ft.
 County: Los
Angeles
	  	Axis	  	 Richard Solomon

c/o Silver & Freeman

2029 Century Park East

19th floor
 Los
Angeles, CA 90067
	  	 *

	
	SALANT Lease Listing - Stores
				
	 Perry Ellis
 Harmon Cove Outlet
Center
 20 Enterprise Avenue
 Secaucus,
NJ 07094
	  	Store 1505	  	 Hartz Mountain Assoc

400 Plaxa Drive
 PO
Box 1515
 Secaucus, NJ 07096-1515
	  	 6/3/1992

Amended
 5/30/2002


				
	 Perry Ellis
 Franklin Mills
Mall
 1755 Franklin Mills Circle

Philadelphia, PA 19154
	  	Store 1508	  	 Franklin Mills Assoc LP

c/o The Mills Corp

1300 Wilson Blvd Ste 400

Arlington, VA 22209
	  	3/6/1997

  

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-86 









							
	 Property Location
	  	 Store

Number
	  	 Lessor
	  	 Lease Date

	 Perry Ellis
 Wrentham Village

 Premium Outlets
 One Premium Outlets
Blvd
 Space #490
 Wrentham, MA 02093

	  	Store 1509	  	 Chelsea GCA Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	Sep-98
				
	 Perry Ellis
 Sawgrass Mills
Mall
 12801 West Sunrise Blvd
 Space
#1023
 Sunrise, FL 33323
	  	Store 1510	  	 Sunrise Mills (MLP), LP

c/o The Mills Corp

1300 Wilson Blvd Ste 400

Arlington, VA 22209
	  	 3/6/1997

Amended
 3/30/2000


				
	 Perry Ellis
 Gulf Coast Factory
Shops
 5119 Factory Shops Blvd
 Space
925
 Ellenton, FL 34222
	  	Store 1511	  	 Gulf Coast Factory Shops, LP

c/o Prime Retail, LP

19th Fl. 100 East Pratt St

Baltimore, MD 21202
	  	11/9/1998
				
	 Perry Ellis
 Tanger Factory
Outlet Stores
 1219 Tanger Drive

Riverhead, NY 11901
	  	Store 1513	  	 Tanger Properties, LP

PO Box 10889

Greensboro, NC 27404-0889
	  	5/21/1999

  

 C-87 









							
	 Property Location
	  	 Store

Number
	  	 Lessor
	  	 Lease Date

	 Perry Ellis
 Myrtle Beach
Factory Stores
 4618 Factory Shops Blvd

Suite L-160
 Myrtle Beach, SC
29526
	  	Store 1514	  	 R.R. Myrtle Beach, Inc.

c/o Charter Oak Partners

8000 Towers Crescent Dr

Suite 950
 Vienna,
VA 22182
	  	 6/11/1999

Amended
 10/28/2002


				
	 Perry Ellis
 North Georgia
Premium Outlets
 800 Highway 400 South

Suite 1052
 Dawsonville, GA 30534
	  	Store 1516	  	 Chelsea GCA Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	2/18/1999
				
	 Perry Ellis
 Katy
Mills
 5000 Katy Mills Circle,
 Suite
316
 Katy, TX 77494
	  	Store 1518	  	 Katy Mills LP

c/o The Mills Corp

1300 Wilson Blvd

Suite 400

Arlington, VA 22209
	  	10/12/1999
				
	 Perry Ellis
 Jersey Gardens
Mall
 651 Kapkowski Road,
 Suite 2406

 Elizabeth, NJ 07201
	  	Store 1519	  	 Glimcher Jersey Gardens, LLC

c/o Glimcher Properties LP

20 South Third Street

Columbus, OH 43215
	  	4/22/1999
				
	 Perry Ellis
 Concord
Mills
 Concord Mills Blvd
 Suite 274

 Concord, NC 28027
	  	Store 1520	  	 Concord Mills, LP

c/o The Mills Corp.

1300 Wilson Blvd, Suite 400

Arlington, VA 22209
	  	8/23/1999
				
	 Perry Ellis
 Silver Sands
Factory Shops
 10562 Emerald Coast Pkwy

W. #106
 Destin, FL 32550
	  	Store 1521	  	 Silver Sands JV Partners

PO Box 16167

Mobile, AL 36616-0167
	  	 8/9/1999

(lease assignment date)

7/28/1994

(original lease)


  

 C-88 









							
	 Property Location
	  	 Store

Number
	  	 Lessor
	  	 Lease Date

	 Perry Ellis
 Miromar Outlets

 10801 Corkscrew Road
 Suite
#308
 Estero, FL 33928
	  	Store 1522	  	 Miromar Property Phase II, LLC

24810 Burnt Pine Drive

Bernwood Courtyard, Suite 4

Bonita Springs, FL 34134
	  	12/29/1999
				
	 Perry Ellis
 Camarillo Premium
Outlets
 850 E. Ventura Blvd
 Suite 720

 Camarillo, CA 93010
	  	Store 1523	  	 Chelsea GCA Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	4/5/2000
				
	 Perry Ellis
 Orlando Premium
Outlets
 8200 Vineland Ave,
 Space #445

 Orlando, FL 32821
	  	Store 1524	  	 Simon/Chelsea Orlando

Development, LP

c/o Chelsea GCA Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	11/15/1999
				
	 Perry Ellis
 Viejas Village
Outlet Center
 5001 Willows Road
 Suite
308
 Alpine, CA 91901
	  	Store 1525	  	 Viejas Springs Village

Outlet Center
 5005
Willows Rd, Suite 213
 Alpine, CA 91901
	  	Jun-00
				
	 Perry Ellis
 Allen Premium
Outlets
 820 W. Stacy Road
 Suite #136

 Allen, TX 75013
	  	Store 1526	  	 Chelsea Allen Development LP

c/o Chelsea GCA Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	4/17/2000
				
	 Perry Ellis
 Arundel
Mills
 7000 Arundel Mills
 Circle, Ste
458
 Hanover, MD 21076
	  	Store 1527	  	 Arundel Mills LP

c/o The Mills Corp.

1300 Wilson Blvd., Suite 400

Arlington, VA 22209
	  	8/14/2000

  

 C-89 









							
	 Property Location
	  	 Store

Number
	  	 Lessor
	  	 Lease Date

	 Perry Ellis
 Potomac
Mills
 2700 Potomac Mills
 Circle, Ste
520
 Prince Williams, VA 22192
	  	Store 1528	  	 Potomac Mills Oper. Co., LLC

C/o The Mills Corp

1300 Wilson Blvd., Suite 400

Arlington, VA 22209
	  	4/3/2000
				
	 Perry Ellis
 Napa Premium
Outlets
 915 Factory Store Drive
 Napa,
CA 94558
	  	Store 1529	  	 Chelsea Financing Partnership LP

c/o Chelsea GCA Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	5/30/2000
				
	 Perry Ellis
 Opry
Mills
 221 Opry Mills Drive
 Nashville,
TN 37214
	  	Store 1530	  	 Opry Mills, LP

c/o The Mills Corp

1300 Wilson Blvd Ste 400

Arlington, VA 22209
	  	6/6/2000
				
	 Perry Ellis
 Outlets at
Albertville
 6415 Labeaux Ave, NE
 Ste
C-50
 Albertville, MN 55301
	  	Store 1533	  	 Albertville Factor Outlets, LLC

c/o JMJ Properties, Inc.

107 Sinclair Drive

Muskegon, MI 49441
	  	4/23/2001
				
	 Perry Ellis
 32100 Las Vegas
Blvd S
 Space #208
 Primm, NV 89019

	  	Store 1534	  	 Fashion Outlet of Las Vegas LLC

c/o Talisman
 1500
San Remo Ave. Ste 135
 Coral Gables, FL 33146
	  	Jan-01
				
	 Perry Ellis
 Riviera Centre
Factory Stores
 2601 S. McKenzie Street, Ste #L-1A

Foley, AL 36535
	  	Store 1535	  	 R.R. Foley, Inc.

c/o Charter Oak Partners

8000 Towers Crescent Drive

Suite 950
 Vienna,
VA 22182
	  	8/22/2001

  

 C-90 









							
	 Property Location
	  	 Store

Number
	  	 Lessor
	  	 Lease Date

	 Perry Ellis
 Gilroy Premium
Outlets
 8300 Arroyo Circle
 Ste C-150

 Gilroy, CA 95020
	  	Store 1536	  	 F/C Gilroy Development LLC

c/o Chelsea GCA Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	7/5/2001
				
	 Perry Ellis
 Waterloo Premium
Outlets
 655 Route 318 Ste #B078

Waterloo, NY 13165
	  	Store 1537	  	 F/C Waterloo Development LLC

c/o Chelsea Property Group

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	Jun-01
				
	 Perry Ellis
 5900 Sugarloaf
Pkwy
 Space #271
 Lawrenceville, GA
30043
	  	Store 1538	  	 Sugarloaf Mills LP

c/o The Mills Corp.

1300 Wilson Blvd., Suite 400

Arlington, VA 22209
	  	10/30/2001
				
	 Perry Ellis
 Aurora Premium
Outlets
 South Chillicothe Road
 Ste
#145
 Aurora, OH 44202
	  	Store 1539	  	 CPG Partners, LP

c/o Chelsea Property Group

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	1/16/2002
				
	 Perry Ellis
 Colorado Mills

 14500 W. Colfax #164
 Lakewood, CO
80401
	  	Store 1542	  	 Colorado Mills LP

c/o The Mills Corp

1300 Wilson Blvd Ste 400

Arlington, VA 22209
	  	9/30/2002
				
	 Perry Ellis
 Belz International

 Designer Outlets Centre
 5263
International Drive
 Suite C-2

Orlando, FL 32819
	  	Store 1543	  	 International Station, LTD

Belz Enterprises

100 Peabody PI, Ste 1400

Memphis, TN 38103
	  	 1/11/2002

Amended
 1/10/2003


				
	 Perry Ellis
 Belz Factory
Outlet
 World
 7400 Las Vegas Blvd.

 South
 Space #30

Las Vegas, NV 89123
	  	Store 1544	  	 Las Vegas Outlet World, LTD

Belz Enterprises

100 Peabody PI, Ste 1400

Memphis, TN 38103
	  	2001

  

 C-91 









							
	 Property Location
	  	 Store

Number
	  	 Lessor
	  	 Lease Date

	 Perry Ellis
 San Marcos Factory
Shops
 Suite 740
 3939 Interstate Hwy,
35 South
 San Marcos, TX 78666
	  	Store 3607	  	 San Marcos Factory Stores, LTD

c/o The Print Group, Inc.

Suite 2401
 36
South Charles St
 Baltimore, MD 21201
	  	10/15/1992
				
	 Perry Ellis
 Crossings Factory
Stores
 1000 Route 611, Suite #79

Tannersville, PA 18372
	  	Store 3608	  	 Outletter Associates

490 N Main Street, Suite 101

Pittston, PA 18640
	  	2/4/1994
				
	 Perry Ellis
 Desert Hills
Factory Stores
 48400 Seminole Drive, Ste 508

Cabazon, CA 92230
	  	Store 3610	  	 Chelsea GCA Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	Feb-95
				
	 Perry Ellis
 Woodbury Common
Premium Outlets
 684 Blue Bird Court Rte 32

Central Valley, NY 10917
	  	Store 3612	  	 CPG Partners, LP

C/o Chelsea Property Group

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	May-01
				
	 Perry Ellis
 Clinton Crossings
Premium Outlets
 20 Killingworth

Turnpike, Ste 246
 Clinton, CT
06413
	  	Store 3651	  	 Chelsea GCA Realty Partnership, LP

103 Eisenhower Pkwy

Roseland, NJ 07068
	  	5/6/1996
				
	 Perry Ellis
 Great Mall of the
Bay Area
 524 Great Mall Drive

Milpitas, CA 95035
	  	Store 3656	  	 Great Mall of the Bay Area Associates, LP

c/o Swerdlow Real Est. Grp

4561 Sheridan St Suite 200

Hollywood, FL 33021
	  	2/9/2001
				
	 Perry Ellis
 Rehoboth Outlet
Center
 4565 Highway One,
 Suite #122

 Rehoboth, DE 19971
	  	Store 3660	  	 RBO Associates, LP

c/o Fisher Mgt Co

1869 Charter Lane

PO Box 10637

Lancaster, PA 17605-0637
	  	5/17/1996

  

 C-92 








 SCHEDULE 9.9 

to 
 INFORMATION
CERTIFICATE 
 Existing Indebtedness 
  

	1.	Direct Debt 

  

										
	 Company
	  	 Name/Address

of Payee
	  	Principal
Balance as of
04/30/03	  	 Nature of Debt
	  	Term
	Perry Ellis International, Inc.	  	Congress Financial Corp.	  	$	30,841,228	  	Revolving Credit Facility	  	2005
					
	Perry Ellis International, Inc.	  	 US Bank Corp.
 (formerly State
Street)
	  	$	 99,32,637	  	12 
1/4% Senior Subordinated Notes	  	2006
					
	Perry Ellis International, Inc.	  	 US Bank Corp.
 (formerly State
Street)
	  	$	61,282,101	  	9 
1/2% Senior Secured Notes	  	2009
					
	 Perry Ellis International, Inc.

Supreme International, Inc.
 Jantzen,
Inc.
	  	IDB Bank	  	$	 1,931,449	  	Letter of Credit Facility for Purchase of Inventory	  	2003
					
	 Perry Ellis International, Inc.

Supreme International, Inc.
 Jantzen,
Inc.
	  	HSBC Bank USA	  	$	12,397,216	  	Letter of Credit Facility for Purchase of Inventory	  	(1)
					
	 Perry Ellis International, Inc.

Supreme International, Inc.
 Jantzen,
Inc.
	  	Commercebank, N.A.	  	$	 3,314,171	  	Letter of Credit Facility for Purchase of Inventory	  	2003
					
	Supreme Realty, LLC	  	State Farm Life Insurance Company	  	$	11,600,000	  	Financing for Purchase of Real Property	  	2009
					
	Perry Ellis International, Inc.	  	Winthrop Resources Corporation	  	$
  
	32,110
 per month
	  	Lease of Equipment	  	2005

  

 C-93 









	2.	Guarantees 

  

												
	 Company
	  	 Primary

Obligor
	  	 Name/Address

of Payee
	  	Principal
Balance as of
04/30/03	  	 Nature of Debt
	  	Term
						
	 Supreme International, Inc.

PEI Licensing, Inc.

Jantzen, Inc.
	  	 Perry Ellis International,

Inc.
	  		  	$	99,32,637	  	12 
1/4% Senior Subordinated Notes	  	2006
	 BBI Retail, L.L.C.

Supreme Real Estate I, LLC

Supreme Real Estate II, LLC

Supreme Realty, LLC Supreme International Corporation de Mexico, S.A. de C.V.

Supreme Munsingwear Canada, Inc.
	  	 Perry Ellis International,

Inc.
	  		  	$	61,282,101	  	9 
1/2% Senior Secured Notes	  	2009
						
	 Perry Ellis International, Inc.
	  	Supreme Realty, LLC	  	 State Farm Life Insurance Company, One State Farm Plaza, E-3,

Bloomington, IL 61710
	  	$	11,600,000	  	Financing for Purchase of Real Property	  	2009

  

 C-94 








 SCHEDULE 9.10 

to 
 INFORMATION
CERTIFICATE 
 Loans and Advances 
  

					
	 Company
	  	 Name/Address

of Debtor
	  	Outstanding Balance
Of Loan as of 04/30/03
	 Supreme International, Inc.
	  	 Perry Ellis Europe
 BBI
Retail, L.L.C.
 Jantzen, Inc.
	  	*
 *

*

			
	 Jantzen, Inc.
	  	Supreme Munsingwear Canada Inc.	  	*
			
	 Supreme Munsignwear Canada Inc.
	  	Supreme International, Inc.	  	*

 See also Schedule 9.9 hereto. 

 

	*	Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential
portions of this document have been filed separately with the Securities and Exchange Commission. 

  

 C-95 








 EXHIBIT A 

Full and exact name of each company as set forth in its organizational documents, including type of registered organization, is as follows: 

Perry Ellis International, Inc., a Florida corporation, organized on April 5, 1967, under the laws of the State of Florida, and is in
good standing under the laws of Florida. Florida organizational identification number is: 315500. The Federal Employer Identification Number is: 591162998. 

Officers: George Feldenkreis; Chief Executive Officer and Chairman of the Board; Oscar Feldenkreis, President and Chief Operating Officer; Timothy
B. Page, Chief Financial Officer; Fanny Hanono, Secretary; Albert de Cardenas, Senior Vice President and General Counsel; Rosemary B. Trudeau, Vice President – Finance; and Geri Mankoff, Assistant Secretary. 

Directors: George Feldenkreis; Oscar Feldenkreis; Marc Balmuth; Ronald L. Buch; Salomon Hanono; Joseph P. Lacher; Gary Dix; Leonard Miller; and
Allan Zwerner. 
 Shareholders: George Feldenkreis; Oscar Feldenkreis and FMR Corporation. 

Supreme International, Inc., a Delaware corporation, organized on April 15, 2002, qualified to do business in Florida on
September 25, 2002 and South Carolina on October 28, 2002, and is in good standing under the laws of such States. Delaware, Florida and South Carolina organizational identification numbers are 3514453, F02000004856 and N/A, respectively.
The Federal Employer Identification Number is: 42-1534564. 
 Officers: Timothy B. Page, President; Rosemary B. Trudeau, Treasurer; and
Geri Mankoff, Secretary. 
 Directors: George Feldenkreis; Oscar Feldenkreis; and Anthony Macaione. 

Shareholder: Perry Ellis International, Inc. 

Jantzen, Inc., a Delaware corporation, organized on April 15, 2002, qualified to do business in Oregon and South Carolina on
October 14, 2002, in Florida on August 7, 2002 and in New York, and is in good standing under the laws of such States. Delaware organizational identification number is: 3514448. The Federal Employer Identification Number is: 42-1534560.

 Officers: George Feldenkreis, President; Rosemary B. Trudeau, Treasurer; and Geri Mankoff, Secretary. 

Directors: Oscar Feldenkreis; Timothy B. Page; and Anthony Macaione. 

Shareholder: Perry Ellis International, Inc. 
  

 C-96 








 PEI Licensing, Inc., a Delaware corporation, organized on April 15, 2002, under the laws
of the State of Delaware, qualified to do business in New York on August 12, 2002, and is in good standing under the laws of such States. Delaware organizational identification number is: 3514450. The Federal Employer Identification Number is:
42-1534568. 
 Officers: Timothy B. Page, President; Rosemary B. Trudeau, Treasurer; and Geri Lynn Mankoff, Secretary. 

Directors: George Feldenkreis; Anthony Macaione; and Alan Zwerner. 

Shareholder: Perry Ellis International, Inc. 

Jantzen Apparel Corp., a Delaware corporation, organized on June 15, 1993, qualified to do business in New York on August 12,
2002, and Oregon on August 12, 2002, and is in good standing under the laws of such States. Delaware, New York and Oregon organizational identification numbers are 2340213, N/A and 097686-98. The Federal Employer Identification Number is:
51-0348614. 
 Officers: Timothy B. Page, President; Rosemary B. Trudeau, Treasurer and Vice President, Finance; and Geri Lynn Mankoff,
Secretary. 
 Directors: Alan Zwerner; George Feldenkreis; and Anthony Macaione. 

Shareholder: Perry Ellis International, Inc. 

BBI Retail, L.L.C., a Florida limited liability company, organized on December 3, 2001, under the laws of the State of Florida, and is
in good standing under the laws of Florida. Florida organizational identification number is: L01000020768. The Federal Employer Identification Number is: N/A. 

Officers: George Feldenkreis, President; and Rosemary Trudeau, Secretary. 

Directors: George Feldenkreis; and Rosemary Trudeau. 

Managing Member: Perry Ellis International, Inc., a Florida corporation 

Supreme Munsingwear Canada Inc., a corporation organized under the laws of Canada, organized on May 24, 1996, and is in good standing
under the laws of such country. Canadian organizational identification number is: 326274-0. The Federal Employer Identification Number is: N/A. 

Officers: Leonard Black, President; George Feldenkreis, Vice President; Oscar Feldenkreis, Vice President; Fanny Hanono, Vice President; Geri Lynn
Mankoff, Vice President; and Rosemary Trudeau, Treasurer and Secretary. 
 Director: Leonard Black 

Shareholder: Perry Ellis International, Inc. 
  

 C-97 








 Supreme Realty, LLC, a Florida limited liability company, organized on July 1, 2002, and
is in good standing under the laws of Florida. Florida organizational identification number is: L02000016462. The Federal Employer Identification Number is: N/A. 

Manager: Rosemary Trudeau 

Members: Supreme Real Estate I, LLC and Supreme Real Estate II, LLC. 

 

			
	Membership Interest:	 	Supreme Real Estate I, LLC – 50%
		 	Supreme Real Estate II, LLC – 50%

 Supreme Real
Estate I, LLC, a Florida limited liability company, organized on June 19, 2002, and is in good standing under the laws of Florida. Florida organizational identification number is: L02000015313. The Federal Employer Identification Number
is: N/A. 
 Manager: Rosemary Trudeau 

Member: Supreme International, Inc. 

Supreme Real Estate II, LLC, a Florida limited liability company, organized on June 19, 2002, and is in good standing under the laws
of Florida. Florida organizational identification number is: L02000015314. The Federal Employer Identification Number is: N/A. 

Manager: Rosemary Trudeau 

Member: Supreme International, Inc. 

Perry Ellis Real Estate Corporation, a Delaware corporation, organized on May 9, 2002, under the laws of the State of Delaware,
qualified to do business in South Carolina on September 24, 2002, and is in good standing under the laws of such States. Delaware organizational identification number is: 3523594. The Federal Employer Identification Number is: 74-3043466.

 Officers: George Feldenkreis, President; Timothy B. Page, Vice President; Geri Lynn Mankoff, Secretary; and Rosemary B. Trudeau,
Treasurer. 
 Directors: Oscar Feldenkreis; Timothy B. Page; and Anthony Macaione. 

Connor Acquisition Corp., a Delaware corporation, organized on December 16, 2002, under the laws of the State of Delaware and is in
good standing under the laws of Delaware. Delaware organizational identification number is: 3602767. The Federal Employer Identification Number is: 32-0068136 
  

 C-98 








 Officers: Timothy B. Page, President; Rosemary B. Trudeau, Treasurer; and Geri Mankoff, Secretary.

 Directors: George Feldenkreis and Oscar Feldenkreis. 

SALANT CORPORATION 
 As
of March 19, 2003    SUBSIDIARIES 
  

													
	 ACTIVE ENTITY
	 	 JURISDICTION
	 	 LOCATION
	 	 DIRECTORS
	 	 OFFICERS
	 	 EIN NUMBER
	 	 ORGANIZATION
NUMBER

							
	Salant Corporation	 	Delaware	 	 1114 Avenue of the Americas

New York, NY 10036
	 	 G. Raymond Empson,
 Ben Evans

 Rose Peabody Lynch
	 	 Michael J. Setola,
 Chairman of
the Board and Chief Executive Officer Awadhesh K. Sinha, Chief Operating Officer and Chief Financial Officer
 William O. Manzer, President of
Perry Ellis Menswear Division
 Jerry J. Kwiatkowski, Executive Vice President of Design Howard Posner, Executive Vice President of Global
Sourcing,
 James B. McCrudden, Vice President Finance & Controller & Assistant Secretary

William R. Bennett, Vice President Treasurer & Assistant Secretary
	 	13-3402444	 	2123087
							
	SALANT HOLDING CORPORATION	 	Delaware	 	 1114 Avenue of the Americas

New York, N.Y. 10036
	 	Michael J. Setola	 	Michael J. Setola. Chief Executive Officer and President	 	13-4116384	 	3198575
		 		 		 	Awadhesh K Sinha	 	Awadhesh K Sinha	 		 	
		 		 		 	William R Bennett	 	 Chief Operating Officer and Treasurer

William R Bennett, Secretary
	 		 	

  

 C-99 









													
	SALANT CARIBBEAN, S.A.	 	Guatemala	 	Calzada Roosevelt 22-43 Zona 11	 	Michael J Setola- President	 		 	NA	 	
		 		 	Tikal Futura Torre Luna	 	Awadhesh Sinha- Vice President & Secretary	 		 		 	
		 		 	Oficina 12 C	 	Howard Posner-Director	 		 		 	
		 		 	Guatemala, Guatemala	 	Ericl Sterkel-Director	 		 		 	
							
	SALANT (FAR EAST) LIMITED	 	Hong Kong	 	22/F. Ten Sheng Centre	 	Leo Tsai	 		 	NA	 	
							
		 		 	 64 Hoi Yuen Road
 Kwun Tong,
Kowloon
 Hong Kong
	 	 Mike Setola
 Awadhesh Sinha

 William Bennett
 James
McCrudden
	 		 		 	
							
	BIRDHILL, LIMITED	 	Hong Kong	 	 22/F. Ten Sheng Centre
 64 Hoi
Yuen Road
 Kwun Tong, Kowloon
 Hong
Kong
	 	 Leo Tsai
 Mike
Setola
 Awadhesh Sinha
 William Bennett

 James McCrudden
	 		 	NA	 	

  

 C-100 








 Salant Corporation is licensed to do business in the following states: 

 

									
	Alabama	  	Arkansas	  		  		  	
	California	  	Colorado	  		  		  	
	Connecticut	  	Delaware	  		  		  	
	Florida	  	Georgia	  		  		  	
	Idaho	  	Illinois	  		  		  	
	Indiana	  	Iowa	  		  		  	
	Kentucky	  	Louisiana	  		  		  	
	Maine	  	Massachusetts	  		  		  	
	Michigan	  	Minnesota	  		  		  	
	Mississippi	  	Missouri	  		  		  	
	Nevada	  	New Hampshire	  		  		  	
	New Mexico	  	New Jersey	  		  		  	
	New York	  	North Carolina	  		  		  	
	Ohio	  	Oklahoma	  		  		  	
	Oregon	  	Tennessee	  		  		  	
	South Carolina	  	Vermont	  		  		  	
	Texas	  	Washington	  		  		  	
	Virginia	  	West Virginia	  		  		  	
	Pennsylvania	  	Wisconsin	  		  		  	

 Salant Holding Corporation is licensed to do business in the following state: 

New York 
  

 C-101 









													
	INACTIVE MAQUILADORA SUR, S.A. de C.V.	 	Mexico	 		 	 in care of
 Michael J.
Setola.Chief
 Executive Officer
	 		 	NA	 	
	(Note liquidation is pending settlement Of outanding Litigation)	 		 	Mario Jauregui	 	Awadhesh K. Sinha,Chief Financial Officer	 		 		 	
		 		 	 Despacho Jauregui Asociados, S.C.

Calle San Judas No. 511 Frac. Valle San Jose, Piedras Negras, Coah, C.P. Mexico
	 	Mario H. Jauregui, Secretary	 		 		 	
							
	CARRIZO MANUFACTURING CO.SA, de C.V.	 	Mexico	 		 	 in care of
 Michael J.
Setola.Chief Executive Officer
	 		 	NA	 	
		 		 	Mario Jauregui	 	Awadhesh K. Sinha,Chief Financial Officer	 		 		 	
	(Note liquidation is pending settlement Of outanding Litigation)	 		 	Despacho Jauregui Asociados, S.C. Calle San Judas No. 511 Frac. Valle San Jose, Piedras Negras, Coah, C.P. Mexico	 	Mario H. Jauregui, Secretary	 		 		 	
							
	 ENTITY
	 	 JURISDICTION
	 	 LOCATION
	 	 DIRECTORS
	 	 OFFICERS
	 	 EIN NUMBER
	 	 ORGANIZATION
NUMBER

							
	MANHATTAN INDUSTRIES, INC.	 	Delaware	 		 	 in care of
 Michael J. Setola

	 	 Michael J. Setola.
 Chairman
& Chief Executive Officer
	 	13-1005390	 	
		 		 	 Salant
 1114 Avenue of the
Americas Corporation
 New York, N.Y. 10036
	 	Awadhesh K Sinha	 	 Awadhesh K. Sinha
 Chief
Operating Officer and Chief Financial Officer
 William R. Bennett,V.P. and Assistant Secretary

James B. McCrudden.VP and Assistant Secretary
	 		 	
							
	SLT SOURCING, INC.	 	New York	 		 	 in care of
 Michael J. Setola

	 	Michael J. Setola. Chairman & Chief Executive Officer	 	13-1535273	 	
		 		 	 Salant
 1114 Avenue of the
Americas Corporation
 New York, N.Y. 10036
	 	Awadhesh K Sinha	 	 Awadhesh K. Sinha
 Chief
Operating Officer and Chief Financial Officer
	 		 	
		 		 		 	William R. Bennett	 	William R. Bennett,V.P. and	 		 	
		 		 		 		 	 Assistant Secretary
 James B.
McCrudden.VP and Assistant Secretary
	 		 	

  

 C-102 









													
	DENTON MILLS, INC.	 	Delaware	 		 	 in care of
 Michael J. Setola

	 	Michael J. Setola.Chairman & Chief Executive Officer	 	13-3415982	 	
		 		 	 Salant Corporation
 1114 Avenue
of the Americas
 New York, N.Y. 10036
	 	Awadhesh K Sinha	 	 Awadhesh K. Sinha
 Chief
Operating Officer and Chief Financial Officer
	 		 	
		 		 		 	William R. Bennett	 	 William R. Bennett, V.P. and Assistant Secretary

James B. McCrudden.VP and Assistant Secretary
	 		 	
							
	VERA LICENSING, INC.	 	Nevada	 		 	 in care of
 Michael J. Setola

	 	Michael J. Setola.Chairman & Chief Executive Officer	 	13-2880251	 	
		 		 	 Salant Corporation
 1114 Avenue
of the Americas
 New York, N.Y. 10036
	 	Awadhesh K Sinha	 	 Awadhesh K. Sinha
 Chief
Operating Officer and Chief Financial Officer
	 		 	
		 		 		 	William R. Bennett	 	 William R. Bennett, V.P. and Assistant Secretary

James B. McCrudden.VP and Assistant Secretary
	 		 	
							
	VERA LINEN MANUFACTURING, INC.	 	Delaware	 		 	 in care of
 Michael J. Setola

	 	Michael J. Setola.Chairman & Chief Executive Officer	 	13-2868879	 	

  

 C-103 









													
		 		 	 Salant Corporation
 1114 Avenue
of the Americas
 New York, N.Y. 10036
	 	Awadhesh K Sinha	 	 Awadhesh K. Sinha
 Chief
Operating Officer and Chief Financial Officer
	 		 	
		 		 		 	William R. Bennett	 	 William R. Bennett, V.P. and Assistant Secretary

James B. McCrudden.VP and Assistant Secretary
	 		 	
							
	CLANTEXPORT, INC.	 	New York	 		 	 in care of
 Michael J. Setola

	 	Michael J. Setola.Chairman & Chief Executive Officer	 	13-3261251	 	
		 		 	 Salant Corporation
 1114 Avenue
of the Americas
 New York, N.Y. 10036
	 	Awadhesh K Sinha	 	 Awadhesh K. Sinha
 Chief
Operating Officer and Chief Financial Officer
	 		 	
		 		 		 	William R. Bennett	 	 William R. Bennett, V.P. and Assistant Secretary

James B. McCrudden.VP and Assistant Secretary
	 		 	
							
	MANHATTAN INDUSTRIES, INC.	 	New York	 		 	 in care of
 Michael J. Setola

	 	Michael J. Setola.Chairman & Chief Executive Officer	 	13-1005390	 	
		 		 	 Salant Corporation
 1114 Avenue
of the Americas,
 New York, N.Y. 10036
	 	Awadhesh K Sinha	 	 Awadhesh K. Sinha
 Chief
Operating Officer and Chief Financial Officer
 William R. Bennett,V.P. and Assistant Secretary

James B. McCrudden.VP and Assistant Secretary
	 		 	

  

 C-104 









											
	FROST BROS ENTERPRISES, INC.	 	Texas	 		 	 in care of
 Michael J. Setola

	 	Michael J. Setola.Chairman & Chief Executive Officer	 	74-2343035
		 		 	 Salant Corporation
 1114 Avenue
of the Americas
 New York, N.Y. 10036
	 	Awadhesh K Sinha	 	Awadhesh K. Sinha Chief Operating Officer and Chief Financial Officer	 	
		 		 		 	William R. Bennett	 	 William R. Bennett, V.P. and Assistant Secretary

James B. McCrudden.VP and Assistant Secretary
	 	

  

 C-105 








 OTHER SUBSIDIARIES AND AFFILIATES: 

Perry Ellis International Europe Limited, an Irish corporation 

Shareholder: Perry Ellis International Group Holdings Limited. 

Perry Ellis International Group Holdings Limited, a non-resident Irish corporation 

Shareholder: Perry Ellis International, Inc. 

Supreme International Co. Canada Limited, a corporation organized under the laws of Canada 

Directors: George Feldenkreis; and Jeff Ottis 

Shareholder: Perry Ellis International, Inc. 51% and Grand National Apparel 49%. 

Supreme International Corporation de Mexico, S.A. de C.V., a Mexican corporation, organized on July 8, 1997, and is in good standing
under the laws of such country. Mexican organizational identification number is: N/A. The Federal Employer Identification Number is: N/A. 

Officers: Rosemary Trudeau, President; Geri Mankoff, Treasurer; and Joseph Roisman, Secretary. 

Directors: George Feldenkreis; and Rosemary Trudeau. 

Shareholder: Perry Ellis International, Inc. 
  

 C-106 








 EXHIBIT B 

Additional Perry Ellis License Agreements Established Since July, 2002 

 

			
	Name:	  	Maple Hosiery, Ltd.
	Date:	  	April 3, 2003
	Trademarks:	  	PE, PEP, PEA
	Territory:	  	Canada
	Product:	  	Men’s Socks
		
	Name:	  	Superior International, Inc. - Panama
	Date:	  	Jan. 1 2003
	Trademarks:	  	PE, PEA
	Territory:	  	Caribbean/Central America/South America
	Product:	  	PE: Women’s dress casual sportswear/related separates & collections
		  	PEA: Women’s jeanswear and activewear for junior customer
		
	Name:	  	Diorvett International Zona Libre, SA - Chile Agreement
	Date:	  	Nov. 4, 2002
	Trademarks:	  	PE, PEP, PEA
	Territory:	  	Chile
	Product:	  	PE: Men’s Sportswear/Dress shirts/Outerwear/Socks/Swimwear
		  	PEP: Men’s Outerwear/dress shirts/socks/SLG’s/jewelry (ie; cufflinks, necktie pins, money clips, key chains)
		  	PEA: Men’s jeanswear/outwear/Swimwear
		
	Name:	  	Segye Corporation
	Date:	  	Aug. 2, 2002
	Trademarks:	  	PE, PEP
	Territory:	  	Korea
	Product:	  	Women’s Sportswear
		
	Name:	  	Shinwon Industrial Co., Ltd.
	Date:	  	Sept. 25, 2002
	Trademarks:	  	PE, PEP
	Territory:	  	Korea
	Product:	  	Men’s Neckties
		  	Men’s and Women’s scarves and mufflers

  

 C-107 









											
	 Name
	 	 Date
	 	 Territory
	 	 Trademarks
	 	 Products
	 	 Note

	Knothe N&S Footwear	 	01-Aug-02	 	US	 	Munsingwear	 	Loungewear Men’s & Boy’s Shoes - Casual & Athletic, Athletic Socks	 	
		 	15-Nov-02	 	US	 	Original Penguin	 		 	
	Sockyard	 	30-Nov-02	 	US	 	Munsingwear/Grand Slam	 	Men’s and Boy’s Hosiery	 	
	Paradise Shoes	 		 		 		 	Shoes, Sneakers,	 	
		 	01-Jan-03	 	US	 	Cubavera/Havanera	 	Belts and Hosiery	 	
	Isaco	 	01-Aug-02	 	US	 	John Henry	 	Loungewear	 	
	Tropi-Tracks	 		 		 		 	Casual and Leisure Footwear for M, W & C	 	
		 	01-Jan-03	 	US	 	Jantzen	 		 	
	Master SRL	 		 		 		 	Swimwear/Sportswear	 	
		 	01-Jan-03	 	 Italy/non-

exclusive
 Europe

	 	Jantzen	 		 	
	Sports City	 		 		 		 	Men’s Apparel,	 	contract signed on Jan 31, 2003 but does not begin till July 1, 2003
		 	31-Jan-03	 	Mexico	 	Grand Slam/Munsingwear	 		 	
	Sports City	 	01-Jan-03	 	Puerto Rico	 	Grand Slam/Munsingwear	 	Men’s Sportswear & Accessories	 	
	Superior	 		 		 		 	Men’s & Women’s Sportswear,	 	
		 	01-Jan-03	 	 Central & South

America,

Carribiean
	 	Cubavera	 		 	
	Superior	 		 		 		 	Men’s & Women’s Sportswear,	 	
		 	01-Jan-03	 	 Central & South America,

Carribiean
	 	Mondo di Marco	 		 	
	B&O Co. Ltd.	 		 		 		 	Men’s Sportswear	 	
		 	01-Jan-03	 	Vietnam	 	Manhattan/John Henry	 		 	
	Hansung	 	31-Jul-02	 	Korea	 	Manhattan	 	Men’s Dress shirts	 	
	Industrias Topaz	 		 		 		 	Men’s Wearing Apparel excluding shoes	 	
		 	01-Aug-02	 	El Salvador	 	Manhattan	 		 	
	Woohyun	 	31-Jul-02	 	Korea	 	Manhattan	 	Men’s Neckwear	 	

  

 C-108 








 GUIDELINES FOR PREPARATION OF INFORMATION CERTIFICATE 

Annexed hereto is a form of Information Certificate, which you should complete carefully and accurately. 

Please note: 

1. The Information Certificate should be completed by you in consultation with your attorneys and accountants. 

2. To the extent there is insufficient space provided in the Information Certificate for a response to any question, please include
additional pages as exhibits to the certificate. 
 3. The Information Certificate should be returned to us as soon as possible
since the information in it is necessary for us to prepare the loan documentation. 
 4. The Information Certificate will be
included as an exhibit to the Loan and Security Agreement between us. The numbers of the schedules provided for in the Information Certificate correspond to the sections of the Loan and Security Agreement covering the applicable matter where such
schedules are referenced. 
 If you have any questions in connection with the preparation of the Information Certificate, please
let us know. 
 Thank you for your cooperation and we look forward to continuing to work with you. 

CONGRESS FINANCIAL CORPORATION (FLORIDA) 

MIA1\CORPSEC\283942.4 
 18923/0031 

 

 C-109 








 EXHIBIT D 

TO 
 AMENDMENT NO.
1 
 List of Salant Subsidiaries 

Salant Caribbean, S.A. 

Birdhill Limited 

Salant Far East Ltd. 
  

 D-1