have received from Vestar (as a Purchaser, the New Class B Preferred Stock Guarantor and the New BIUSA Common Stock Guarantor) and/or A&M (as a Purchaser and the Management Investor Guarantor) and/or the other New Equity Investors aggregate Cash...

EXHIBIT 2.2

EXECUTION COPY

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (the "Agreement") is dated as of March 30,
1998 and entered into among Bidermann Industries U.S.A., Inc., a Delaware
corporation (the "Company" or "BIUSA"), Vestar Capital Partners III, L.P., a
Delaware limited partnership ("Vestar"), and ▇▇▇▇▇▇▇ & Marsal, Inc., a New York
corporation ("A&M"; Vestar (or its affiliated designee) and A&M (or its
affiliated designee), individually, a "Purchaser" and, collectively, the
"Purchasers").

WHEREAS, the Company and certain of its affiliates (the "Debtors") are
debtors in certain cases under chapter 11 of Title 11 of the United States Code
in the United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") entitled IN RE BIDERMANN INDUSTRIES U.S.A., INC., ET AL.
(Jointly Administered Case Nos. 95 B 43098 through 43099, and 43101 through
43114 (TLB)); and

WHEREAS, the Debtors have filed that certain Third Amended Joint Plan
of Reorganization dated March 30, 1998 (the "Plan of Reorganization"; terms used
herein and not otherwise defined shall have the meanings set forth in the Plan
of Reorganization); and

WHEREAS, the Plan of Reorganization contemplates that on the
Consummation Date the Purchasers (in their capacities as Purchasers or as
Guarantors), BIUSA Noteholders which theretofore had irrevocably exercised their
collective right to subscribe for up to 20% of the shares of each of the New
BIUSA Common Stock, New BIUSA Class C Junior Preferred Stock and, as the case
may be, New Class B Preferred Stock (such right to be exercised for equal
percentage interests in each such class of New Equity Investment Shares) which
Vestar (as a Purchaser, the New BIUSA Common Stock Guarantor and the New Class B
Preferred Stock Guarantor) is obligated hereunder to purchase (the
"Participating BIUSA Noteholders"), and the Management Investors (which shall
not include any affiliate of A&M) (collectively, the "New Equity Investors")
will make the New Equity Investment and purchase the New Equity Investment
Shares, and that the proceeds thereof will be used to make certain distributions
required to be made to or for the benefit of the holders of certain Claims and
Equity Interests pursuant to the terms of the Plan of Reorganization; and

WHEREAS, it is a condition precedent to confirmation of the Plan of
Reorganization that the Debtors shall have entered into a Subscription Agreement
with Vestar for the New Equity Investment; and

WHEREAS, it is a condition precedent to the consummation of the Plan
of Reorganization that the Company shall

have received from Vestar (as a Purchaser, the New Class B Preferred Stock
Guarantor and the New BIUSA Common Stock Guarantor) and/or A&M (as a Purchaser
and the Management Investor Guarantor) and/or the other New Equity Investors
aggregate Cash proceeds in an amount not less than $31,465,000 for New BIUSA
Common Stock, $36,500,000 for New BIUSA Class C Junior Preferred Stock and, to
the extent $50,000,000 of preferred stock of BIC or senior discount notes of
BIUSA are not sold prior to the Consummation Date in an offering pursuant to
Rule 144A under the Securities Act of 1933, as amended (the "Rule 144A
Offering"), $50,000,000 for New Class B Preferred Stock of the Company or BIC;
and

WHEREAS, each Purchaser has agreed to become a New Equity Investor and
to purchase the number and class of New Equity Investment Shares identified on
Schedule I hereto (as the same may be amended, modified or supplemented with the
written consent of Vestar and A&M; the "New Equity Investment Share
Allocation"); and

WHEREAS, the Management Investment Guarantor has agreed to purchase
all or any portion of the New BIUSA Common Stock to be purchased by the
Management Investors upon the occurrence of any event or circumstance which
results in any such New BIUSA Common Stock not being purchased by Management
Investors on the Consummation Date; and

WHEREAS, the New BIUSA Common Stock Guarantor has agreed to purchase
all or any portion of the New BIUSA Common Stock to be purchased by A&M (as a
Purchaser or as the Management Investor Guarantor) upon the occurrence of any
event or circumstance which results in any such New BIUSA Common Stock not being
purchased by A&M (as a Purchaser or as the Management Investor Guarantor) on the
Consummation Date; and

WHEREAS, the Company desires to sell to Purchasers, and the Purchasers
desire to purchase from the Company, the number of shares of New BIUSA Common
Stock and, in the case of Vestar, New BIUSA Class C Junior Preferred Stock set
forth in the New Equity Investment Share Allocation and, to the extent
$50,000,000 of preferred stock of BIC or senior discount notes of BIUSA are not
sold prior to the Consummation Date in the Rule 144A Offering, New Class B
Preferred Stock of BIUSA or BIC;

NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows:

1. DEFINITIONS

1.1. Capitalized terms that are not otherwise defined herein shall
have the meanings ascribed to such terms in the Plan of Reorganization.

2. SUBSCRIPTION FOR PURCHASE OF NEW EQUITY INVESTMENT SHARES.

2.1. Purchase of New Equity Investment Shares. (a) Pursuant to the
terms and subject to the conditions set forth in this Agreement, each Purchaser
hereby subscribes for and agrees to purchase, and the Company hereby agrees to
issue and sell to such Purchaser, on the Consummation Date, the number of shares
of New BIUSA Common Stock and, in the case of Vestar, New BIUSA Class C Junior
Preferred Stock set forth next to such Purchaser's name in the New Equity
Investment Share Allocation at a price of $98.01 per share of New BIUSA Common
Stock and $100.00 per share of New BIUSA Class C Junior Preferred Stock.

(b) Pursuant to the terms and subject to the conditions set forth in
this Agreement, the Management Investor Guarantor hereby subscribes for and
agrees to purchase, and the Company hereby agrees to issue and sell to such
Purchaser, on the Consummation Date, any and all unsold shares of New BIUSA
Common Stock to be purchased by the Management Investors, each at a price of
$98.01 per share.

(c) Pursuant to the terms and subject to the conditions set forth in
this Agreement, the New BIUSA Common Stock Guarantor hereby subscribes for and
agrees to purchase, and the Company hereby agrees to issue and sell to such
Purchaser, on the Consummation Date, any and all unsold shares of New BIUSA
Common Stock to be purchased by A&M (as a Purchaser or as the Management
Investor Guarantor), each at a price of $98.01 per share.

(d) Pursuant to the terms and subject to the conditions set forth in
this Agreement, the New Class B Preferred Stock Guarantor hereby subscribes for
and agrees to purchase, and the Company hereby agrees to issue and sell to such
Purchaser, on the Consummation Date, a number of shares (less any shares thereof
subscribed for by the Participating Noteholders) of New Class B Preferred Stock
of BIC or BIUSA resulting in receipt by the Company of proceeds equal to
$50,000,000 less any gross proceeds received on or prior to the Consummation
Date from the sale of preferred stock of BIC or discount notes of BIUSA in the
Rule 144A Offering. The New Class B Preferred Stock shall rank junior to any
New BIUSA Class A Senior Preferred Stock which is issued and senior to the New
BIUSA Class C Junior Preferred Stock (in each case if the New Class B Preferred
Stock is issued by BIUSA) and otherwise shall have such terms and conditions as
may be acceptable to Vestar in its sole discretion, except that the

dividend rate thereon shall not be in excess of the greater of (i) 12% or (ii)
that rate which is two percentage points (2%) higher than the interest rate on
the subordinated notes to be issued pursuant to the Plan of Reorganization, and
provided that the New Class B Preferred Stock shall not be convertible into the
common stock of BIUSA or any of its subsidiaries.

(e) For purposes of this Agreement the product of (i) the number of
New Equity Investment Shares to be purchased by any Purchaser (in its capacity
as a Purchaser or as a Guarantor), multiplied by (ii) the respective per share
purchase prices thereof, shall be referred to in the aggregate as the "Purchase
Price" with respect to such Purchaser.

(f) Prior to entry of the order confirming the Plan of
Reorganization, but in any event no later than one business day after the date
on which the Bankruptcy Court shall conclude the Confirmation Hearing, Vestar
shall provide an irrevocable letter of credit from a financial institution
acceptable to the Plan Facilitator and Vestar and in form and substance
satisfactory to the Plan Facilitator and Vestar in the amount of $12,000,000,
which shall be drawn if Vestar fails to close by the Vestar Transaction
Consummation Date for any reason other than the failure of any condition set
forth in Section 5 hereof or in the "Conditions" section of the letter agreement
dated March 27, 1998 among the Equity Representatives, Vestar, the Plan
Facilitator, the Company and A&M (the "Letter Agreement"). The parties agree
that the forfeiture of such amount is not a penalty but the parties' best
estimate of the damages that the Debtors would incur as a result of Vestar's
failure to close, that such damages are not otherwise reasonably subject to
calculation and, accordingly, that forfeiture of such amount shall serve as
liquidated damages in the event of such failure to close by Vestar. In no event
shall Vestar or its officers, directors, partners (limited or general), agents,
employees, advisors or affiliates have any liability to any Person, including
the parties hereto, in respect of such failure to close, other than as expressly
provided in this Section 2.1(f), including without limitation for consequential
damages, lost profits or revenues, and regardless of whether such claim is based
in contract, tort or any other theory of law or equity. Upon the Consummation
Date, such letter of credit shall be returned to Vestar promptly.

2.2. The Closing. (a) The closing (the "Closing") of the purchase of
the New Equity Investment Shares provided for herein shall take place at 10:00
a.m., New York time, on the Consummation Date in accordance with the Plan of
Reorganization at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

(b) At the Closing, each Purchaser (in its capacity as a Purchaser or
as a Guarantor) shall deliver the Purchase Price for such Purchaser to the
Company by wire transfer of immediately

available funds to an account designated by the Company in writing and delivered
to counsel for such Purchaser not less than five (5) Business Days prior to the
Closing. Promptly upon confirmation of the receipt of such wire transfer, the
Company shall deliver to such Purchaser a certificate or certificates
representing the shares purchased by such Purchaser of New BIUSA Common Stock
and, in the case of Vestar, New BIUSA Class C Junior Preferred Stock and, as the
case may be, New Class B Preferred Stock.

2.3. TERMS OF THE NEW BIUSA COMMON STOCK. The New BIUSA Common Stock shall
have the rights provided in the Restated Certificate of Incorporation of BIUSA
attached as Exhibit A hereto.

2.4. TERMS OF THE NEW BIUSA CLASS C JUNIOR PREFERRED STOCK. The New BIUSA
Class C Junior Preferred Stock shall have the terms, rights and preferences
provided in the Certificate of Designations attached as Exhibit B hereto.

2.5. BYLAWS OF BIUSA. On and after the Consummation Date, the Bylaws of
BIUSA shall be in the form attached as Exhibit C hereto, as they may be amended
after the Consummation Date.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Each Purchaser severally
represents, warrants and agrees as to itself only as follows (references in this
Section 3 to "Purchaser" are to such Purchaser):

3.1. ORGANIZATION AND STANDING; RESIDENCE AND COMPETENCY; POWER;
ENFORCEABILITY.

(a) Purchaser is duly organized and validly existing under the laws
of its jurisdiction of formation with power and authority under such laws to
enter into and perform its obligations under this Agreement and the Stockholders
Agreement attached hereto as Exhibit D. This Agreement has been, and
simultaneously with the Closing the Stockholders Agreement will be, duly
authorized, executed and delivered by Purchaser.

(b) Assuming the due execution and delivery thereof by the other
parties thereto, this Agreement is, and simultaneously with the Closing the
Stockholders Agreement will be, enforceable against Purchaser in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws and equitable
principles relating to or limiting creditors' rights against Purchaser
generally.

(c) Neither the execution and delivery of this Agreement or the
Stockholders Agreement by Purchaser nor the consummation by Purchaser of the
transactions contemplated hereby or thereby will conflict with or violate (i)
the certificate of

incorporation or bylaws or other organizational documents of Purchaser, or (ii)
any law, rule, regulation, ordinance, writ, injunction, judgment or decree
applicable to Purchaser or by which any of its assets may be bound or affected.

(d) Neither the execution and delivery of this Agreement or the
Stockholders Agreement by Purchaser nor the consummation by Purchaser of the
transactions contemplated hereby or thereby will result in any material breach
of any terms or conditions of, or constitute a material default under, any
material contract, agreement or instrument to which Purchaser is a party or by
which Purchaser is bound.

3.2. Investment Intention; No Resales. Purchaser is acquiring New Equity
Investment Shares for investment solely for its own account and not with a view
to, or for resale in connection with, the distribution or other disposition
thereof (other than, in the case of the New Class B Preferred Stock Guarantor,
the resale of any New Class B Preferred Stock acquired by it hereunder to
"qualified institutional buyers" as defined in and pursuant to Rule 144A under
the Securities Act (as defined below) or, alternatively, in private sales made
in compliance with (or pursuant to exemptions from) the Securities Act and the
rules and regulations thereunder). Purchaser agrees and acknowledges that it
will not, directly or indirectly, offer, transfer, sell, assign, pledge,
hypothecate or otherwise dispose of any New Equity Investment Shares, or solicit
any offers to purchase or otherwise acquire or take a pledge of any New Equity
Investment Shares, except in compliance (including an exemption therefrom) with
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations thereunder.

3.3. Stock Unregistered. Purchaser acknowledges and represents that it has
been advised by the Company that (a) the sale of New Equity Investment Shares
has not been registered under the Securities Act or any state securities laws;
(b) New Equity Investment Shares must be held indefinitely and Purchaser must
continue to bear the economic risk of its investment in New Equity Investment
Shares unless such New Equity Investment Shares are redeemed or the sale of such
New Equity Investment Shares is subsequently registered under the Securities Act
and all applicable state securities laws or an exemption from such registration
is available; (c) there is no established market for New Equity Investment
Shares and it is not anticipated that there will be any public market for New
Equity Investment Shares in the foreseeable future; (d) Rule 144 promulgated
under the Securities Act may not be presently available with respect to the sale
of any securities of the Company, and the Company has made no covenant to make
such Rule available; (e) when and if New Equity Investment Shares may be
disposed of without registration under the Securities Act in reliance on
Rule 144, such disposition may be made only in limited amounts in accordance
with the terms and conditions of such Rule; (f) if the Rule 144 exemption is not

available, public offer or sale without registration will require compliance
with Regulation A or the availability of an exemption under the Securities Act;
(g) a restrictive legend in the form set forth (x) in Section 3.4 of the
Stockholders Agreement or (y) in the case of New Class B Preferred Stock, in
Section 3.5 hereof, shall be placed on the certificates representing New Equity
Investment Shares; and (h) a notation shall be made in the appropriate records
of the Company indicating that New Equity Investment Shares are subject to
restrictions on transfer and, if the Company engages the services of a
securities transfer agent, appropriate stop-transfer instructions will be issued
to such transfer agent with respect to New Equity Investment Shares.

3.4. ADDITIONAL INVESTMENT REPRESENTATIONS. (a) Such Purchaser's financial
situation is such that it can afford to bear the economic risk of holding New
Equity Investment Shares for an indefinite period of time and can afford to
suffer complete loss of its investment in New Equity Investment Shares; (b) such
Purchaser's knowledge and experience in financial and business matters are such
that it is capable of evaluating the merits and risks of the investment in New
Equity Investment Shares, as contemplated by this Agreement, or has been advised
by a representative possessing such knowledge and experience; (c) such Purchaser
understands that New Equity Investment Shares are a speculative investment which
involves a high degree of risk of loss of its investment therein, there are
substantial restrictions on the transferability of New Equity Investment Shares,
and, on the Consummation Date and for an indefinite period following the
Consummation Date, there will be no public market available to the Purchasers
for New Equity Investment Shares; (d) such Purchaser understands and has taken
cognizance of all the risks related to the purchase of New Equity Investment
Shares, and, except as set forth herein, no representations or warranties have
been made to such Purchaser concerning New Equity Investment Shares, the Company
or their prospects or other matters; (e) in making its decision to purchase New
Equity Investment Shares hereby subscribed for, such Purchaser has relied upon
independent investigations made by it and, to the extent believed by such
Purchaser to be appropriate, its representatives, including its own
professional, financial, tax and other advisors; and (f) such Purchaser is fully
familiar with the business and operations of the Company, and it and its
representatives have examined all documents and have been given the opportunity
to ask questions of, and to receive answers from, the Company concerning the
terms and conditions of the purchase of New Equity Investment Shares and to
obtain any additional information which such Purchaser or its representatives
deem necessary.

3.5. LEGEND. Each certificate representing New BIUSA Common Stock and New
BIUSA Class C Junior Preferred Stock shall bear on the face thereof the legend
set forth in Section 3.4 of the Stockholders Agreement. Each certificate
representing New

Class B Preferred Stock shall bear on the face thereof the following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW,
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH
SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER STATE SECURITIES
LAWS."

4. REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company represents,
warrants and agrees as follows:

4.1. Organization and Standing; Residence and Competency; Power;
Enforceability.

(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. Subject to any
requisite approval of the Bankruptcy Court, the Company has all requisite
corporate power and authority to execute and deliver this Agreement and the
Stockholders Agreement and to perform its obligations hereunder and thereunder.

(b) The execution, delivery and performance by the Company of this
Agreement has been duly authorized by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in his capacity as
Plan Facilitator appointed in the Debtors' chapter 11 cases with full power to
exercise the authority of the Company's Board of Directors in respect of its
Plan of Reorganization, and no other corporate proceeding is necessary for the
execution, delivery and performance by the Company of this Agreement. This
Agreement has been duly executed and delivered by the Company and, assuming it
is duly executed and delivered by the Purchasers, the New Class B Preferred
Stock Guarantor, the New BIUSA Common Stock Guarantor and the Management
Investor Guarantor (individually, a "Guarantor" and, collectively, the
"Guarantors"), and subject to any requisite approval of the Bankruptcy Court,
constitutes a valid and binding obligation of the Company to each Purchaser and
Guarantor, enforceable against the Company by each Purchaser and Guarantor in
accordance with its terms. The execution and delivery by the Company of the
Stockholders Agreement simultaneously with the Closing is provided for in the
Plan of Reorganization, and, subject to any requisite approval of the Bankruptcy
Court, no other corporate proceeding is necessary for such execution and
delivery. Following such execution and delivery by the Company, and, assuming
it is duly executed and delivered by the Purchasers (in their capacities as such
or as Guarantors), and subject to

any requisite approval of the Bankruptcy Court, the Stockholders Agreement will
constitute a valid and binding obligation of the Company to each Purchaser,
enforceable against the Company by each Purchaser in accordance with its terms.

(c) The execution and delivery of this Agreement does not and the
execution and delivery of the Stockholders Agreement will not, and the
performance by the Company of its obligations hereunder and under the
Stockholders Agreement and the consummation of the transactions contemplated
hereby and thereby will not, (i) violate the certificate of incorporation or
bylaws (or other organizational documents) of any of the Company and its
subsidiaries, as amended and otherwise then in effect, (ii) conflict with or
result in the breach of or constitute a default (or an event which, with the
lapse of time or giving of notice, or both, would become a default) under any
note, bond, mortgage, indenture, permit, license, franchise or agreement or
obligation to which the Company, or any of its subsidiaries, is a party or by
which the Company, or any of its subsidiaries, or any of their respective assets
may be bound or affected or result in the creation of any lien, claim or
encumbrance on any asset of the Company or of any of its subsidiaries, (iii)
conflict with or violate any law, rule, regulation, ordinance, order, writ,
injunction, judgment or decree applicable to the Company or any of its
subsidiaries or by which any asset of the Company or any of its subsidiaries may
be bound, or (iv) require any action by or in respect of, or filing with, any
governmental body, agency or official except for (A) any requisite approval of
the Bankruptcy Court, (B) the filing with the Secretary of State of the State of
Delaware, of the Restated Certificate of Incorporation attached as Exhibit A
hereto, the Certificate of Designations attached as Exhibit B hereto and the
Certificates of Designations for the New BIUSA Class A Senior Preferred Stock
and the New Class B Preferred Stock referred to in the Plan of Reorganization
(such Restated Certificate of Incorporation and all three of such Certificates
of Designations collectively referred to as the "Certificates") and (C) with
respect to clauses (ii) and (iii) above, such conflicts, violations, breaches or
defaults which will not, in the aggregate, result in a Material Adverse Change
(as defined in Section 5.2(e)) or affect the Purchasers' or the Guarantors'
rights under this Agreement.

4.2. CAPITALIZATION. After giving effect to the transactions contemplated
by this Agreement and the Plan of Reorganization, and immediately after the
Closing, the capital stock of the Company, as authorized by its Restated
Certificate of Incorporation attached as Exhibit A hereto, as amended by the
other Certificates, will consist solely of a number of shares of common stock,
New BIUSA Class A Senior Preferred Stock, New BIUSA Class C Junior Preferred
Stock and other preferred stock (including any New Class B Preferred Stock)
provided for in the Plan of Reorganization or approved in writing by Vestar, and
no

shares of capital stock of BIUSA or security convertible into or exercisable or
exchangeable for such capital stock will be issued, outstanding, reserved for
issuance, held in the treasury of the Company or issuable by the Company, except
in each case as provided in the Plan of Reorganization and this Agreement or
approved in writing by Vestar.

4.3. VALIDITY OF ISSUANCE. The New Equity Investment Shares to be issued
to the Purchasers and, as the case may be, the Guarantors pursuant to this
Agreement, when issued in accordance with the terms hereof, will be duly
authorized, validly issued, fully paid and nonassessable, with no personal
liability attached to the ownership thereof and will not be issued in violation
of or subject to any preemptive rights under the Delaware General Corporation
Law.

4.4. LITIGATION. Other than as disclosed to each of Vestar and A&M in
writing prior to the date hereof, there is not pending or, to the knowledge of
the Company, threatened any action, suit, proceeding, inquiry or investigation,
governmental or otherwise, to which any of the Company and its subsidiaries is a
party, or to which any of their respective material assets is subject, before or
brought by any court, arbitrator or governmental authority which, if determined
adversely to any of the Company and its subsidiaries, would result in a Material
Adverse Change.

5. CONDITIONS TO OBLIGATIONS OF PARTIES.

5.1. CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligations of the
Company to sell the New Equity Investment Shares to the Purchasers and, as the
case may be, the Guarantors are subject to the satisfaction or waiver prior to
the Closing of the following conditions:

(a) The representations and warranties of each Purchaser and
Guarantor contained in this Agreement shall be true and correct in all material
respects as of the Consummation Date as if made at and as of such time, and each
Purchaser and Guarantor shall have performed or complied in all material
respects with all agreements and covenants required by this Agreement to be
performed or complied with by it prior to or at and as of the Consummation Date;
and

5.2. CONDITIONS TO OBLIGATIONS OF THE PURCHASERS AND THE GUARANTORS. The
obligation of each Purchaser and Guarantor to purchase New Equity Investment
Shares is subject to the satisfaction or waiver prior to the Closing of the
following conditions:

(a) The representations and warranties of the Company contained in
this Agreement shall be true and correct in all material respects as of the
Consummation Date as if made at and as of such time, and the Company shall have
performed or complied in all material respects with all agreements and covenants
required by this Agreement to be performed or complied with by it prior to or at
and as of the Consummation Date; provided that if Vestar exercises its approval
rights under Section 4.2 hereof in any material respect without the consent of
A&M (which consent shall not be unreasonably withheld), A&M shall not be
obligated to purchase New Equity Investment Shares (whether as a Purchaser or as
the Management Investment Guarantor), but Vestar shall remain obligated
hereunder as a Purchaser and Guarantor;

(b) All of the conditions precedent to the Consummation Date set
forth in section 11.2 of the Plan of Reorganization shall have been satisfied or
waived in accordance with the terms and conditions of the Plan of
Reorganization; provided that in no event shall A&M be obligated to purchase New
Equity Investment Shares (whether as a Purchaser or as the Management Investment
Guarantor) if Vestar does not purchase New Equity Investment Shares in
accordance with its obligations hereunder;

(c) The Certificates shall have been filed with the Secretary of
State of the State of Delaware and shall be in full force and effect and the
Company's Restated Certificate of Incorporation attached as Exhibit A hereto, as
amended by the other Certificates, shall be in full force and effect;

(d) There shall not have been any material modification, amendment,
termination, cancellation, rescission, supersession or waiver of any term of the
Plan of Reorganization without the prior written consent of Vestar;

(e) There shall not have occurred since December 31, 1997 any event,
occurrence, change in facts, conditions or other change or effect that,
individually or in the aggregate with all such other events, occurrences,
changes, conditions or effects, is materially adverse to the business, assets,
operations, results of operations or financial condition of the Company and its
subsidiaries taken as a whole (a "Material Adverse Change"), it being understood
and agreed that departures of management prior to the Consummation Date shall
not constitute a Material Adverse Change;

(f) No banking moratorium shall have been declared by federal or New
York State banking authorities; trading in securities generally on the New York
Stock Exchange shall not have been suspended or minimum or maximum prices shall
not have been established on the New York Stock Exchange; and there shall not
have been (A) a material outbreak or escalation of hostilities involving the
United States or (B) a material outbreak or escalation of any other insurrection
or armed

conflict involving the United States or any other national or international
calamity or emergency;

(g) All Management Common Stock Subscription Agreements which (i)
have been approved by Vestar, (ii) are not inconsistent with this Agreement or
the Plan of Reorganization and (iii) have been duly executed and delivered by
Management Investors shall have been duly executed and delivered by the Company
and shall (subject to any requisite approval of the Bankruptcy Court) constitute
valid and binding obligations of the Company to each Management Investor party
thereto, enforceable against the Company by each such Management Investor in
accordance with its terms (it being understood that any failure of any
Management Investor party to a Management Common Stock Subscription Agreement to
fulfill his obligations thereunder shall not relieve Vestar of any of its
obligations hereunder as a Purchaser or as a Guarantor);

(h) The Company and all Participating BIUSA Noteholders shall have
executed and delivered the Stockholders Agreement;

(i) No preliminary or permanent injunction or other order issued by
any federal, state or foreign court of competent jurisdiction or by any
governmental authority nor any statute, rule, regulation or executive order
promulgated or enacted by any federal, state or foreign governmental authority
which restrains, enjoins or otherwise prohibits the consummation of any of the
transactions contemplated hereby or by the Plan of Reorganization (other than
the purchase of New BIUSA Common Stock by A&M or a Management Investor;
provided, however, that any such injunction in effect at the Consummation Date
shall release A&M or such Management Investor from its obligations hereunder,
but shall not release any Guarantor from its obligations hereunder) shall be in
effect;

(j) All consents, exemptions, authorizations, or other actions by, or
notices to, or filings with, governmental authorities and other persons
necessary in connection with the consummation of the transactions contemplated
hereby shall have been obtained, given or made;

(k) There shall not be any action, suit, investigation or proceeding
pending in any court or before any arbitrator or governmental authority which
could reasonably be expected to have a material adverse effect on the Company
and its subsidiaries taken as a whole or any transaction contemplated hereby or
on the ability of the Company and its subsidiaries to perform their obligations
under the documents to be executed in connection with the debt securities to be
offered under the Plan of Reorganization.

Any disputes as to whether or not any condition set forth in Section 5.1 or
5.2 has been satisfied shall be

resolved by the Bankruptcy Court. The conditions set forth in Section 5.1 shall
be subject to waiver by Vestar (to the extent legally permissible) without any
action by any other Purchaser, Guarantor or other person, and any such waiver
shall be binding on all parties hereto.

6. TERMINATION

6.1. GENERAL. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned prior to the Closing:

(a) by the mutual written consent of the Plan Facilitator and Vestar;

(b) by either the Plan Facilitator or Vestar after the Vestar
Transaction Consummation Date; or

(c) by Vestar, if the Confirmation Order is not issued by the
Bankruptcy Court by March 31, 1998 (or such later date as the Plan Facilitator
may, with the written consent of Vestar, determine).

7. MISCELLANEOUS

7.1. State Securities Laws. The Company hereby agrees to use its best
efforts to comply with all state securities or "blue sky" laws which might be
applicable to the sale of New Equity Investment Shares to the Purchasers or, as
the case may be, the Guarantors.

7.2. BINDING EFFECT. The provisions of this Agreement shall be binding
upon and accrue to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and permitted assigns.

7.3. AMENDMENT. This Agreement may be amended only by a written instrument
signed by the parties hereto.

7.4. APPLICABLE LAW. The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of conflicts of
law.

7.5. NOTICES. All notices and other communications provided for herein
shall be in writing and shall be deemed to have been duly given if delivered by
telecopy, by hand (whether by overnight courier or otherwise) or sent by
registered or certified mail, return receipt requested, postage prepaid, to the
party to whom it is directed, as follows:

If to the Company, to it at the following address:

Bidermann Industries USA, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with copies to:

Bidermann Industries USA, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

and

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Managing Director
The Blackstone Group, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

and

O'Melveney & ▇▇▇▇▇ LLP
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

and

▇▇▇▇▇▇▇ & ▇▇▇
One Glenhardie Corporate Center
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

If to any Purchaser or Guarantor, at the address or telecopy number
set forth on the signature pages hereto, with a copy to:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

or at such other address as either party shall have specified by notice in
writing to the other.

7.6. Descriptive Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.

7.7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.

7.8. Assignment; No Third Party Beneficiary. The rights and obligations of
the parties hereto may not be assigned without the written consent of each of
the other parties hereto, provided that each of Vestar and A&M may assign its
respective rights and obligations to one of its affiliates. Any attempted
assignment in violation of this provision shall be null and void AB INITIO. The
provisions hereof are intended solely for the benefit of the parties hereto and
their permitted assigns, and may be enforced only by such parties; the parties
hereto do not intend to create any rights or benefits for any third party by
their agreements hereunder.

7.9. Bankruptcy Court Approval. The parties hereto acknowledge and agree
that the obligations of the Company under this Agreement are subject to the
prior approval of the Agreement by the Bankruptcy Court, which shall be deemed
obtained upon entry of the Confirmation Order referred to in Section 6.1(c).

7.10. Capitalization. The parties hereto acknowledge and agree that
(a) the number of shares of New BIUSA Common Stock and the per share price
therefor set forth in this Agreement are based upon the information contained in
Schedule II attached hereto, which was supplied by the Company, and (b) to the
extent such information is not accurate as of the Consummation Date, such
numbers and per share price shall be recalculated accordingly, PROVIDED that the
aggregate Purchase Price for all shares of New BIUSA Common Stock hereunder
shall not be less than $31,465,000.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

BIDERMANN INDUSTRIES U.S.A., INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President

VESTAR CAPITAL PARTNERS III, L.P., as
Purchaser, New BIUSA Common Stock
Guarantor and New Class B Preferred
Stock Guarantor

By: VESTAR ASSOCIATES III, L.P.
Its: General Partner

By: VESTAR ASSOCIATES CORPORATION III
Its: General Partner

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Managing Director

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇▇ & MARSAL, INC., as Purchaser and
Management Investor Guarantor

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

S-1

with a copy to:

▇▇▇▇▇▇ ▇▇▇▇▇▇ Butowsky ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

S-2

SCHEDULE I

NEW EQUITY INVESTMENT SHARE ALLOCATION

Number of Shares
of New BIUSA
Number of Shares of Class C Junior
NAME OF PURCHASER New Biusa Common Stock(1) Preferred Stock
----------------- ------------------------ -----------------

Vestar Capital Partners 252,680, plus any shares 365,000(2)
III, L.P. or an affiliated allocated to A&M and the
designee thereof Management Investors
which are not purchased
on the Consummation Date
by such purchasers(2)

▇▇▇▇▇▇▇ & Marsal, Inc. 49,995, plus any shares 0
allocated to the
Management Investors
which are not purchased
on the Consummation Date
by the Management
Investors

Management Investors 18,366 0
----------------- ------------------------ -----------------
TOTAL 321,041 365,000

---------------

(1) Subject to Section 7.10.

(2) Number of shares (including shares purchased by Vestar as Common Stock
Guarantor) to be reduced by up to 20% if and to the extent that
Participating BIUSA Noteholders exercise their right to purchase shares.

S-3

SCHEDULE II

[ATTACH CAPITALIZATION/SHAREHOLDERS SCHEDULE]

S-4

SCHEDULE II

6/1/97

OWNERSHIP OF BIDERMANN INDUSTRIES U.S.A., INC.

NAME OF STOCKHOLDER NUMBER OF SHARES %
------------------- ---------------- -----

*SAEPIC 244,543 68.5
Banexi 19,182 5.4
SES 5,157 1.4
CDR Participations 16,236 4.5
GAN 7,143 2.0
Credit National 7,143 2.0
Eurim 7,143 2.0
AXA 5,880 1.65
Maybright 5,845 1.65
CCCM 4,286 1.2
BFCE 4,523 1.3
Sofinindex 1,429 0.4
AGF 1,429 0.4
Credit Agricole 1,428 0.4
Holbeton Limited 13,136 3.7
Banque Worms 457 .1
Credit du Nord 279 .1
Financiere de Reins 11,904 3.3
-------- -------
357,143 100.0

*SAEPIC is wholly-owned subsidiary
of Bidermann International S.A.

As of 6/1/97

Bidermann Industries U.S.A., Inc.
Equity Security Holders

Name and Address # of Shares % Ownership
---------------- ----------- -----------

Assurances Generales de France Vie 1,429 0.4
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: Mrs. Dominique Cyrot

Agepargne 1,370 0.4
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇ Sagnier

AXA Investments 1,094 0.3
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇ Sagnier

AXA Valeurs 276 0.1
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇ Sagnier

Drouot France 1,505 0.4
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇ Sagnier

Drouot Investissement 1,635 0.5
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇ Sagnier

Banque pour l'expansion 9,183 2.6
Industrielle S.A.
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇

Mediane F.C.P.R. 2,856 0.8
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇

Societe Financiere Auxiliare 7,143 2.0
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇

As of 6/1/97

Bidermann Industries U.S.A., Inc.
Equity Security Holders

Caisee Centrale de Credit Mutuel 4,286 1.2
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: Mr. Gasquet

SES 5,157 1.4
▇ ▇▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Holbeton Limited 13,136 3.7
P.O. Box 468
Grenville Street
St. Helier, Jersey
Channel Islands
Attn: ▇▇. ▇.▇. ▇▇▇▇▇▇▇

Consortium de Realisation 12,664 3.5
l ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Consortium de Realisation 3,572 1.0
▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: Mrs. ▇▇▇▇▇▇▇ Muhibach

Union d'Etudes et d'Investissements 1,428 0.4
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ Mussault

EURIM 7,143 2.0
UIC SOFAL
▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇▇

GAN Avenir 3,571 1.0
▇ ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

GAN Participations 3,572 1.0
▇ ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

As of 6/1/97

Bidermann Industries U.S.A., Inc.
Equity Security Holders

Saint Dominique Participations 7,143 2.0
c/o Credit National
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Societe Financiere de la BFCE 4,523 1.3
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Societe pour le Financement des 1,429 0.4
Industries Exportatrices
▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇

Maybright Co. Limited 5,845 1.6
▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

SAEPIC 244,543 68.5
▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Banque Worms 457 0.1
▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇

Credit du Nord 279 0.1
▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇

Financiere de Reins 11,904 3.3
Saint ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Villefranche Tarare
France
----------- -----------

TOTAL 357,143 100.0%

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

* * * * *

BIDERMANN INDUSTRIES U.S.A., INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (hereinafter the "Corporation"), DOES HEREBY CERTIFY that:

1. The name of the Corporation is Bidermann Industries U.S.A., Inc.

2. The date of filing of its original Certificate of Incorporation
with the Secretary of State of the State of Delaware was September 29, 1977
under the name of Blackstone, Inc.

3. (a) Provision for the making of this Restated Certificate of
Incorporation is contained in an Order, dated _______ __, ▇▇▇▇ (▇▇▇
"▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇"), ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the
Southern District of New York in Jointly Administered Case Nos. 95 B 43098
through 43099 and 43101 through 43114 (TLB) confirming the Third Amended
Joint Plan of Reorganization dated March 30, 1998 of the Corporation and
certain of its affiliates (the "Plan").

(b) The Confirmation Order authorizes and directs the
Corporation to execute such documents and take, or cause to be taken, any
and all actions required to enable the effective implementation of the Plan
and the Confirmation Order. Section 6.4(a) of the Plan contemplates the
filing of this Restated Certificate of Incorporation in order to effectuate
such Plan provisions.

(c) In accordance with Sections 242, 245 and 303 of the General
Corporation Law of the State of Delaware, this Restated Certificate of
Incorporation restates and integrates and further amends the provisions of
the Certificate of Incorporation of the Corporation.

4. The text of the Certificate of Incorporation is hereby amended
and restated to read in full as follows:

FIRST. The name of the Corporation is: Bidermann Industries
U.S.A., Inc.

SECOND. The registered office and registered agent of the
Corporation is The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The name of its
registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under
the Delaware General Corporation Law (the "GCL").

FOURTH. (1) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is [ ],
consisting of (i) [ ] shares of preferred stock, par value $.01
per share ("Preferred Stock"), and (ii) [ ] shares of common
stock, par value $.01 per share ("Common Stock"). The number of
authorized shares of any of the Preferred Stock or the Common Stock
may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a
majority in voting power of the stock of the Corporation entitled to
vote thereon irrespective of the provisions of Section 242(b)(2) of
the GCL (or any successor provision thereto), and no vote of the
holders of any of the Preferred Stock or the Common Stock voting
separately as a class shall be required therefor.

(2) The Board of Directors is hereby expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of
Preferred Stock, for series of Preferred Stock and, with respect to
each such series, to fix the number of shares constituting such series
and the designation of such series, the voting powers (if any) of the
shares of such series, and the preferences and relative,
participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of
such series. The powers, preferences and relative, participating,
optional and other special rights of each series of Preferred Stock,
and the qualifications, limitations or restrictions thereof, if any,
may differ from those of any and all other series at any time
outstanding.

(3) (a) Each holder of Common Stock, as such, shall be entitled
to one vote for each share of Common Stock held of record by such
holder on all matters on which stockholders generally are entitled to
vote; provided, however, that, except as otherwise required by law,
holders of Common Stock, as such, shall not be entitled to vote on any
amendment to this Restated Certificate of Incorporation (including any
certificate of designations relating to any series of Preferred Stock)
that relates solely to the terms of one or more outstanding series of
Preferred Stock if the holders of such affected series are entitled,
either separately or together with the holders of one or more other
such series, to vote thereon pursuant to this Restated Certificate of
Incorporation (including any certificate of designations relating to
any series of Preferred Stock) or pursuant to the GCL.

(b) Except as otherwise required by law, holders of a
series of Preferred Stock, as such, shall be entitled only to such
voting rights, if any, as shall expressly be granted thereto by this
Restated Certificate of Incorporation (including any certificate of
designations relating to such series).

(c) Subject to applicable law and the rights, if any, of
the holders of any outstanding series of Preferred Stock or any class
or series of stock having a preference over or the right to
participate with the Common

Stock with respect to the payment of dividends, dividends may be
declared and paid on the Common Stock at such times and in such
amounts as the Board of Directors in its discretion shall determine.

(d) Upon the dissolution, liquidation or winding up of the
Corporation, subject to the rights, if any, of the holders of any
outstanding series of Preferred Stock or any class or series of stock
having a preference over or the right to participate with the Common
Stock with respect to the distribution of assets of the Corporation
upon such dissolution, liquidation or winding up of the Corporation,
the holders of the Common Stock, as such, shall be entitled to receive
the assets of the Corporation available for distribution to its
stockholders ratably in proportion to the number of shares held by
them.

(e) To the extent prohibited under chapter 11 of Title 11
of the United States Code (the "Bankruptcy Code"), the Corporation
shall not issue non-voting equity securities; PROVIDED, HOWEVER, that
this subsection (e): (i) will have no further force and effect beyond
that required under the Bankruptcy Code, (ii) will have such force and
effect, if any, only for so long as the relevant prohibitions imposed
by the Bankruptcy Code are in effect and applicable to the Corporation
and (iii) may be amended or eliminated in accordance with applicable
law as from time to time in effect.

FIFTH. The Corporation is to have perpetual existence.

SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the Corporation,
acting by majority vote, is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.

SEVENTH. Elections of directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide. Meetings of
stockholders may be held within or without the State of Delaware. The
books of the Corporation may be kept (subject to any provision
contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation.

EIGHTH. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are granted subject
to this reservation.

NINTH. Except as otherwise provided by the GCL as the same
exists or may hereafter be amended, no director of the Corporation
shall be personally liable to the Corporation or its stockholders for
monetary damages

for breach of fiduciary duty as a director. Any repeal or
modification of this Article NINTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.

IN WITNESS WHEREOF, BIDERMANN INDUSTRIES U.S.A., INC. has caused this
Certificate to be signed by ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer, and attested
by [INSERT NAME], Secretary, this __th day of May 1998.

BIDERMANN INDUSTRIES U.S.A., INC.

By:
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer

ATTEST:

-----------------------
[INSERT NAME]
Secretary

EXHIBIT B

BIDERMANN INDUSTRIES U.S.A., INC.

CERTIFICATE OF DESIGNATIONS
OF
CLASS C JUNIOR PREFERRED STOCK

-----------------------

Pursuant to Sections 151, 242 and 303
of the General Corporation Law of the State of Delaware

-----------------------

Bidermann Industries U.S.A., Inc. (the "Company"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, does hereby certify as follows:

(a) Pursuant to the provisions of Sections 151, 242 and 303 of the
General Corporation Law of the State of Delaware, and by Order, dated ______ __,
▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇"), ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the
Southern District of New York in Jointly Administered Case Nos. 95 B 43098
through 43099 and 43101 through 43114 (TLB) confirming the Third Amended Joint
Plan of Reorganization dated March 30, 1998 of the Company and certain of its
affiliates (the "Plan"), the Corporation is authorized and directed to execute
such documents and take, or cause to be taken, any and all actions required to
enable the effective implementation of the Plan and the Confirmation Order;

(b) The Confirmation Order authorizes and Section 6.4(a) of the Plan
contemplates the filing of this Certificate of Designations of Class C Junior
Preferred Stock of the Company in order to effectuate such Plan provisions; and

(c) Accordingly, there is hereby authorized such series of preferred
stock on the terms and with the provisions herein set forth:

1. CERTAIN DEFINITIONS

As used herein, the following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in the
plural and vice versa), unless the context otherwise requires:

"AFFILIATE" means, with respect to any Person, (i) any Person that
directly or indirectly controls, is controlled by or is under common control
with such Person, (ii) any director, officer, partner or employee of such Person
or any Person specified in clause (i) above, or (iii) any Immediate Family
Member of any Person specified in (i) or (ii) above.

"▇▇▇▇▇▇▇ & MARSAL" means ▇▇▇▇▇▇▇ & Marsal, Inc.

"BENEFICIAL OWNER" has the meaning set forth in Rule 13d-3 under the
Exchange Act.

"BOARD OF DIRECTORS" means the Board of Directors of the Company.

"BUSINESS DAY" means a day other than a Saturday, Sunday, national or
New York State holiday or other day on which commercial banks in New York City
are authorized or required by law to close.

"CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital stock of such Person and (ii) with respect to
any Person that is not a corporation, any and all partnership or other equity
interests of such Person.

"CHANGE OF CONTROL" has the meaning specified in Section 6(c) hereof.

"CHANGE OF CONTROL DATE" has the meaning specified in Section 6(c)
hereof.

"CHANGE OF CONTROL PUT REDEMPTION" has the meaning specified in
Section 6(c) hereof.

"CLASS A SENIOR PREFERRED STOCK" means [the preferred stock of the
Company issued to the employee stock plan].

"CLASS B PREFERRED STOCK" means [any preferred stock of the Company
issued to Vestar or its affiliated designee as a result of the $50,000,000
offering of mezzanine financing not being completed].

"COMPANY" means Bidermann Industries U.S.A., Inc. or any successor
entity thereof.

"DISQUALIFIED CAPITAL STOCK" means any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the sole option of the holder thereof, in whole or in part at
any time when any of the shares of Junior Preferred Stock are outstanding.

"DIVIDEND PAYMENT DATE" means each September 30, December 31, March 31
and June 30 of each year, commencing on September 30, 1998.

"DIVIDEND PERIOD" means the Initial Dividend Period and, thereafter,
each Quarterly Dividend Period.

"DIVIDEND RECORD DATE" means, with respect to the dividend payable on
each Dividend Payment Date, the immediately preceding September 15, December 15,
March 15, and June 15, as the case may be, or such other record date as may be
designated by the Board of Directors with respect to the dividend payable on
such Dividend Payment Date; PROVIDED, HOWEVER, that such record date may not be
more than sixty (60) days or less than ten (10) days prior to such Dividend
Payment Date.

"EMPLOYEE SECURITIES" means shares of Capital Stock, warrants,
rights, calls, options or obligations of the Company or any of its Subsidiaries
(including any accrued interest or dividends thereon) owned by any employees of
the Company or any of its subsidiaries or any Independent Director which are
subject to repurchase upon the death, disability or other termination of
employment of any such employee or Independent Director.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"HOLDER" means a registered holder of shares of Junior Preferred
Stock.

"IMMEDIATE FAMILY MEMBER" with respect to any Person means a spouse,
parent, child or sibling of such Person.

"INDEPENDENT DIRECTOR" means any director of the Company who is not an
Affiliate of any Stockholder (as defined in the Stockholders' Agreement) or an
employee of the Company or any of its Affiliates.

"INITIAL DIVIDEND PERIOD" means the dividend period commencing on the
Original Issue Date and ending on and including September 30, 1998.

"JUNIOR SECURITIES" has the meaning specified in Section 3(i) hereof.

"JUNIOR PREFERRED STOCK" means the Class C Junior Preferred Stock, par
value $.01 per share, of the Company authorized by these resolutions and the
Certificate of Designations filed pursuant hereto (as such Certificate of
Designations may be amended from time to time in accordance with the provisions
thereof).

"LIQUIDATION PREFERENCE" means $100 per share, plus an amount in cash
equal to all accrued and unpaid dividends (including an amount equal to the
dividends accruing from the last Dividend Payment Date to the date such
Liquidation Preference is being determined). The Liquidation Preference of a
share of Junior Preferred Stock will increase on a daily basis as

dividends accrue on such share and will decrease only to the extent such
dividends are actually paid, all as provided in Section 4 hereof.

"OPTIONAL REDEMPTION" has the meaning specified in Section 6(a)
hereof.

"OPTIONAL REDEMPTION DATE" has the meaning specified in Section 6(e)
hereof.

"ORIGINAL ISSUE DATE" means the date upon which the Junior Preferred
Stock was originally issued by the Company.

"PARITY SECURITIES" has the meaning specified in Section 3(ii) hereof.

"PERSON" means any individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.

"PUT REDEMPTION" means a Change of Control Put Redemption.

"PUT REDEMPTION DATE" has the meaning specified in Section 6(e)
hereof.

"QUARTERLY DIVIDEND PERIOD" means the quarterly period commencing on
and including the day after the immediately preceding Dividend Payment Date and
ending on and including the immediately subsequent Dividend Payment Date.

"REDEMPTION DATE" means the Optional Redemption Date or the Put
Redemption Date, as the case may be.

"REDEMPTION NOTICE" has the meaning specified in Section 6(b) hereof.

"REDEMPTION PRICE" means a price per share equal to the Liquidation
Preference as of the applicable Redemption Date.

"RIGHT OF REDEMPTION NOTICE" has the meaning specified in Section 6(d)
hereof.

"SENIOR BANK FACILITY" means [describe BIC senior bank agreement and
related documents].

"SENIOR DISCOUNT NOTES" means [describe BIUSA senior discount notes,
if any, at closing].

"SENIOR SECURITIES" has the meaning specified in Section 3(iii)
hereof.

"STOCKHOLDERS' AGREEMENT" means that certain agreement dated as of the
Original Issue Date among the Company, Vestar, ▇▇▇▇▇▇▇ & Marsal, [insert names
of Management Investors], [insert names of holders of Old Equity], [insert names
of any Participating Noteholders], as it may be amended from time to time.

"SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, association or other business entity of which fifty percent (50%)
or more of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof, or fifty percent (50%) or more of the
equity interest therein, is at the time owned or controlled, directly or
indirectly, by any Person or one or more of the other Subsidiaries of such
Person or a combination thereof.

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

2. DESIGNATION.

The series of preferred stock authorized hereunder shall be designated as
the "Class C Junior Preferred Stock." The number of shares constituting such
series shall be 365,000. The par value of the Junior Preferred Stock shall be
$.01 per share. All shares of Junior Preferred Stock shall be identical with
each other in all respects.

3. RANK.

The Junior Preferred Stock shall rank, with respect to dividend rights and
rights on liquidation, dissolution and winding-up of the affairs of the Company:

(i) senior to all classes or series of common stock of the
Company and to any other class or series of Capital Stock of
the Company that does not constitute Senior Securities or
Parity Securities (as defined below) (collectively referred
to as "Junior Securities");

(ii) on parity with each class or series of Capital Stock of the
Company that (x) expressly provides that it ranks on a parity
with the Junior Preferred Stock as to dividends or
distributions upon the liquidation, dissolution and
winding-up of the Company and (y) has been approved by the
Holders in accordance with Section 8(b) hereof (collectively
referred to as "Parity Securities");

(iii) junior to the Class A Senior Preferred Stock and the Class B
Preferred Stock and each other class or series of Capital
Stock of the Company that (x) expressly provides that it
ranks senior to the Junior Preferred Stock as to dividends or
distributions upon the liquidation, dissolution and
winding-up of the Company and (y) has been approved by the
Holders in accordance with Section 8(b) hereof (collectively
referred to as "Senior Securities").

The Company shall not create, authorize or issue any Senior Securities or
Parity Securities or reclassify any class or series of its Capital Stock into
Senior Securities or Parity Securities, other than the Class A Senior Preferred
Stock and the Class B Preferred Stock issued on the Original Issue Date, without
the affirmative votes or consents required by Section 8 hereof.

4. DIVIDENDS, ETC.

(i) Beginning on the Original Issue Date, the Holders of
outstanding shares of Junior Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of
Directors, out of funds legally available for the payment of
dividends, dividends at the quarterly rate per share of
$3.125(1) per quarter. All dividends shall be cumulative
and shall be payable in arrears on each Dividend Payment Date
commencing on September 30, 1998. Such quarterly dividends
shall accrue (whether or not earned or declared, whether or
not permitted under any agreement of the Company and whether
or not there are funds legally available therefor) on a daily
basis from the last Dividend Payment Date, except that with
respect to the first quarterly dividend, such dividend shall
accrue from the Original Issue Date.

(ii) All dividends and distributions paid with respect to shares
of Junior Preferred Stock pursuant to Section 4(i) hereof
shall be paid pro rata to the Holders entitled thereto. Any
dividend not paid pursuant to this Section shall be fully
cumulative and shall accrue (whether or not earned or
declared, whether or not permitted under any agreement of the
Company and whether or not there are funds legally available
therefor) at the rate

---------------
(1) Or 2-1/2% above subordinated notes issued in 144A offering, if
higher.

of 12.5%(2) per annum compounded quarterly and shall be in
arrears until paid.

(iii) No full dividend and no distribution shall be declared by the
Board of Directors or paid or set apart for payment by the
Company on Parity Securities for any period unless fully
cumulative dividends have been or contemporaneously are
declared and a sum set apart sufficient for payment on the
Junior Preferred Stock for all full Quarterly Dividend
Periods (including the Initial Dividend Period) terminating
on or prior to the date of payment of such full dividends on
the Parity Securities. If any dividends are not paid in full
upon the shares of the Junior Preferred Stock and the Parity
Securities, all dividends declared for any period upon shares
of the Junior Preferred Stock and the Parity Securities shall
be declared pro rata so that the amount and form of dividends
declared per share of the Junior Preferred Stock and the
Parity Securities shall in all cases bear to each other the
same ratio that accrued dividends per share on the Junior
Preferred Stock and the Parity Securities bear to each other.

(iv) Unless (a) full cumulative dividends have been paid, or funds
have been set apart sufficient for such payment, on the
Junior Preferred Stock for all full Quarterly Dividend
Periods, including the Initial Dividend Period, if completed,
since the Original Issue Date and (b) the Company shall have
satisfied all of its redemption and repurchase obligations
under Section 6 hereof, if any, the Company shall not,
directly or indirectly, whether in cash, obligations, or
other property (other than in Junior Securities which are not
Disqualified Capital Stock) declare, pay or set apart for
payment any dividend on any Junior Security or make any
distribution in respect thereof.

(v) Each fractional share of Junior Preferred Stock outstanding
shall be entitled to a ratably proportionate amount of
dividends accruing with respect to each outstanding share of
Junior Preferred Stock pursuant to this Section 4, and all
such dividends with respect to such outstanding fractional
shares shall be fully cumulative and shall accrue on a daily
basis

--------------
(2) Or 2-1/2% above subordinated notes issued in 144A offering, if higher.

(whether or not declared), and shall be payable in the same
manner and at such times as provided for in this Section 4,
with respect to dividends on each outstanding share of Junior
Preferred Stock. The amount of dividends accrued on the
Junior Preferred Stock for any period less than a full
Quarterly Dividend Period (including the Initial Dividend
Period) shall be equal to a PRO RATA portion of the total
dividend payable for the Quarterly Dividend Period during
which such period occurs, based on the actual number of days
elapsed in such period for which payable and the total number
of days in the applicable Quarterly Dividend Period. If any
Dividend Payment Date occurs on a day that is not a Business
Day, any accrued dividends otherwise payable on such Dividend
Payment Date shall be paid on the next succeeding Business
Day. Dividends shall accrue on a daily basis during each
Dividend Period as provided above, and the Liquidation
Preference of each outstanding share of Junior Preferred
Stock shall be correspondingly increased on a daily basis.
Each such dividend shall be payable to Holders of record as
their names shall appear on the stock books of the Company on
the Dividend Record Date for such dividend, except that
dividends in arrears for any past Dividend Payment Date may
be declared and paid at any time without reference to such
regular Dividend Payment Date to Holders of record on such
date not more than sixty (60) days or less than ten (10) days
prior to the date of payment as shall be determined by the
Board of Directors.

(vi) Dividends shall cease to accrue in respect of any particular
share of Junior Preferred Stock on the Redemption Date with
respect thereto unless the Company defaults in the payment of
the Redemption Price.

(vii) The Company shall not enter into any agreement that
prohibits, conflicts with or would be breached by the
Company's performance of its obligations hereunder.

5. PAYMENT ON LIQUIDATION.

(i) Upon any involuntary liquidation, dissolution or winding-up
of the affairs of the Company, the Holders of Junior
Preferred Stock will be entitled to receive out of the assets
of the Company available for distribution to the holders of
its Capital Stock, whether such assets are capital or
surplus, an amount in cash per share equal to the

Liquidation Preference determined as of the date of such
involuntary liquidation, dissolution or winding-up, after any
payment or other distribution is made on any Senior
Securities. Holders of Junior Preferred Stock shall not be
entitled to any other distribution in the event of
involuntary liquidation, dissolution or winding up of the
affairs of the Company. If upon any involuntary liquidation,
dissolution or winding-up of the affairs of the Company, the
assets of the Company are not sufficient to pay in full the
liquidation payments payable to the holders of outstanding
shares of Junior Preferred Stock and Parity Securities, then
the holders of all such shares of Junior Preferred Stock and
Parity Securities shall share equally and ratably in any
distribution of assets of the Company in proportion to the
full liquidation payments determined as of the date of such
involuntary liquidation, dissolution or winding-up, to which
each of them is entitled.

(ii) For purposes of this Section 5 only, neither the sale, lease,
conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially
all of the property or assets of the Company nor the
consolidation or merger of the Company with or into one or
more corporations shall be deemed to be a liquidation,
dissolution or winding-up of the affairs of the Company.

6. REDEMPTION

(a) OPTIONAL REDEMPTION. At any time and from time to time after the
Original Issue Date, the Company may redeem at the option of the Company in its
sole discretion, in whole or in part, shares of Junior Preferred Stock (an
"Optional Redemption"), at the Redemption Price. With respect to any Optional
Redemption of fewer than all the outstanding shares of Junior Preferred Stock,
the number of shares to be redeemed shall be determined by the Board of
Directors and the shares to be redeemed shall be selected PRO RATA, except that
in any Optional Redemption of fewer than all the outstanding shares of Junior
Preferred Stock, the Company may first redeem all shares held by any Holder of a
number of shares not to exceed 100, as may be specified by the Company.
Notwithstanding anything contained herein to the contrary, the Company shall not
effect an Optional Redemption if and to the extent prohibited by the terms of
the Senior Bank Facility.

(b) NOTICE OF OPTIONAL REDEMPTION. Notice of any Optional Redemption of
shares of Junior Preferred Stock, specifying the time and place of redemption
and the Redemption Price (a

"Redemption Notice"), shall be sent by courier to each Holder of Junior
Preferred Stock to be redeemed, at the address for such Holder shown on the
Company's records, not more than sixty (60) nor less than thirty (30) days prior
to the Redemption Date. If less than all the shares of Junior Preferred Stock
owned by such Holder are then to be redeemed, the Redemption Notice shall also
specify the number of shares which are to be redeemed. No failure to give such
Redemption Notice nor any defect therein shall affect the validity of the
procedure for the redemption of any shares of Junior Preferred Stock to be
redeemed except as to the Holder to whom the Company has failed to give said
Redemption Notice or except as to the Holder whose Redemption Notice was
defective. Each such Redemption Notice shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) the number of shares of Junior Preferred Stock to be redeemed
and, if fewer than all the shares of Junior Preferred Stock
held by a Holder are to be redeemed, the number of shares
thereof to be redeemed from such Holder;

(iv) the manner and place or places at which payment for the
shares of Junior Preferred Stock offered for redemption will
be made, upon presentation and surrender to the Company of
the certificates evidencing the shares being redeemed;

(v) that dividends on the shares of Junior Preferred Stock being
redeemed shall cease to accrue on the Redemption Date unless
the Company defaults in the payment of the Redemption Price;
and

(vi) that the rights of Holders of Junior Preferred Stock as
stockholders of the Company with respect to shares being
redeemed shall terminate as of the Redemption Date unless the
Company defaults in the payment of the Redemption Price.

Upon mailing any such Redemption Notice, the Company shall become obligated to
redeem at the Redemption Price on the applicable Redemption Date all shares of
Junior Preferred Stock therein specified.

(i) all or substantially all of the assets of the Company are
sold as an entirety to any Person or group (within the
meaning of Section 13(d) and 14(d) of the Exchange Act);

(ii) the stockholders of the Company approve a plan of liquidation
or dissolution;

(iii) any Person or group (within the meaning of Section 13(d) and
14(d) of the Exchange Act), other than any stockholders party
to the Stockholders' Agreement, becomes, directly or
indirectly, the Beneficial Owner (in a single transaction or
in a related series of transactions, by way of merger,
consolidation or other business combination or otherwise) of
a majority of the total voting power entitled to vote in the
election of directors, managers or trustees of the Company or
such other Person surviving the transaction (other than the
voting power to elect directors upon the failure of the
Company to pay dividends on any series of its preferred
stock);

(iv) a consolidation or merger of the Company with another
corporation; PROVIDED that the Beneficial Owners immediately
prior to the effective time of such consolidation or merger
of the combined voting power of the outstanding voting
securities of the Company are the Beneficial Owners
immediately after such effective time of less than a majority
of the combined voting power of the outstanding voting
securities of the surviving corporation; or

(v) directors nominated by any Person or group (within the
meaning of Sections 13(d) and 14(d) of the Exchange Act),
other than any stockholders party to the Stockholders'
Agreement, constitute a majority of the Board of Directors of
the Company,

(each a "Change of Control" and the time of such Change of Control being
referred to as the "Change of Control Date"), then the Company shall notify the
Holders of the Junior Preferred Stock of such occurrence in writing within 10
Business Days of such occurrence and the Holders of a majority of the Junior
Preferred Stock outstanding shall have the right to require the Company to
redeem all shares of Junior Preferred Stock, in the manner provided in Section
6(d) hereof, at the Redemption Price (a "Change of Control Put Redemption").

Notwithstanding anything contained herein to the contrary, the Company
shall not be obligated to, and shall not, effect a Put Redemption if and to the
extent prohibited by the Senior Bank Facility or the Senior Discount Notes;
PROVIDED, HOWEVER, that (i) such Put Redemption (including any partial
redemption on a PRO RATA basis) shall be effected as soon as such prohibitions
are no longer applicable and (ii) if and so long as such Put Redemption is
delayed, the Corporation shall not declare or pay any dividend or make any
distribution on, or, directly or

indirectly, retire, purchase, acquire, redeem or satisfy any mandatory
redemption, sinking fund or other similar obligations in respect of Parity
Securities.

(d) NOTICE OF PUT REDEMPTION. The Company shall send written notice of a
right of redemption pursuant to a Change of Control (the "Right of Redemption
Notice") by courier, overnight delivery or first class mail within 10 Business
Days following the Change of Control Date to each Holder of record of Junior
Preferred Stock at such Holder's address as the same appears on the stock
register of the Company; PROVIDED, HOWEVER, that no failure to give such Right
of Redemption Notice to any Holder or Holders nor any deficiency therein shall
affect the validity of the procedure for the redemption of any shares of Junior
Preferred Stock to be redeemed except as to the Holder or Holders to whom the
Company has failed to give notice or has given deficient notice. The Right of
Redemption Notice shall state:

(i) that a Change of Control has occurred and that the Holders of
a majority of the shares of Junior Preferred Stock
outstanding have the right to require the Company to redeem
all of the Junior Preferred Stock at the Redemption Price;

(ii) the Redemption Date;

(iii) a description of the Change of Control;

(iv) the Redemption Price;

(v) the manner and place or places at which payment for the
shares of Junior Preferred Stock offered for redemption will
be made, upon presentation and surrender to the Company of
the certificates evidencing the shares being redeemed;

(vi) that, if the Holders of a majority of the outstanding shares
of Junior Preferred Stock elect the redemption of such Junior
Preferred Stock, dividends on the shares of Junior Preferred
Stock shall cease to accrue on the Redemption Date unless the
Company defaults in the payment of the Redemption Price; and

(vii) that, if the Holders of a majority of the outstanding shares
of Junior Preferred Stock elect the redemption of such Junior
Preferred Stock, the rights of Holders of Junior Preferred
Stock as stockholders of the Company with respect to shares
of Junior Preferred Stock shall terminate as of the
Redemption Date unless the Company defaults in the payment of
the Redemption Price.

The right to redeem shares of Junior Preferred Stock pursuant to Section 6(c)
hereof shall remain exercisable from the time of mailing until the fifth (5th)
Business Day preceding the Redemption Date.

(e) The Company shall fix the date for a Put Redemption (the "Put
Redemption Date") or the date for an Optional Redemption (an "Optional
Redemption Date"), as the case may be, no earlier than thirty (30) but not more
than sixty (60) days after the Redemption Notice or the Right of Redemption
Notice, as the case may be, is sent as set forth in Section 6(b) or 6(d) hereof,
as the case may be.

(f) On any Redemption Date, the full Redemption Price shall become payable
in cash for the shares of Junior Preferred Stock being redeemed on such
Redemption Date. As a condition of payment of the Redemption Price, each Holder
of Junior Preferred Stock must surrender the certificate or certificates
representing the shares of Junior Preferred Stock being redeemed to the Company
in the manner and at the place designated in the Redemption Notice or the Right
of Redemption Notice, as the case may be. Each surrendered certificate shall be
canceled and retired. All redemption payments will be made to the Holders of
the shares being redeemed.

(g) On any Redemption Date, unless the Company defaults in the payment in
full of the Redemption Price, dividends on the Junior Preferred Stock called for
redemption shall cease to accumulate, and all rights of Holders of such redeemed
shares shall terminate, except for the right to receive the Redemption Price.

7. CERTAIN COVENANTS.

(a) Redemptions, Etc.

Except as provided otherwise in Section 8, no Junior Securities or Parity
Securities, nor any warrants, rights, calls or options exercisable for or
convertible into, or any obligations evidencing the right to purchase or
acquire, any Junior Securities or Parity Securities, may be repurchased,
redeemed or otherwise acquired or retired for value, either directly or
indirectly, nor may funds be set apart for payment with respect thereto, either
directly or indirectly, whether in cash, obligations or shares of the Company or
other property, so long as any shares of Junior Preferred Stock shall be
outstanding (other than repurchases or redemptions by the Company of Employee
Securities not in excess of $_________ [to be supplied by Vestar after
consultation with financing sources] in any one calendar year).

(b) SUBSIDIARY PAYMENTS.

Except as provided otherwise in Section 8, the Company shall not permit any
Subsidiary of the Company to make any payments in respect of dividends or other
distributions on, or repurchase, redemption or other acquisition or retirement
for value of, either directly or indirectly, securities of the Company of any
kind for any reason unless the Company would be permitted by this Section 7 or
Section 4 hereof to make such payments.

8. VOTING RIGHTS.

(a) Holders of Junior Preferred Stock, except as otherwise required by law
or in this Section 8, shall not be entitled to vote on any matter required or
permitted to be voted upon by holders of the common stock of the Company.

(b) Without the approval of Holders of at least a majority of the shares
of Junior Preferred Stock then outstanding, voting or consenting, as the case
may be, as one class, given in person or by proxy, either in writing or by
resolution adopted at an annual or special meeting called for the purpose, the
Company will not:

(1) create, authorize or issue any Parity Securities or Senior
Securities, except for the Class A Senior Preferred Stock and
the Class B Preferred Stock issued on the Original Issue
Date, or any warrants, rights, calls or options exercisable
or exchangeable for or convertible into, or any obligations
evidencing the right to purchase or acquire, any Parity
Securities or Senior Securities, including in connection with
a merger, consolidation or other reorganization;

(2) reclassify any Junior Securities or Parity Securities or
other outstanding securities of the Company into any Parity
Securities or Senior Securities or any warrants, rights,
calls or options exercisable or exchangeable for or
convertible into, or any obligations evidencing the right to
purchase or acquire any, Parity Securities or Senior
Securities;

(3) amend, modify or repeal the Certificate of Incorporation or
By-Laws of the Company or this Certificate of Designations or
any other specified designations, rights, preferences or
powers of the Junior Preferred Stock in a manner so as to
affect adversely the specified designations, rights, powers
or preferences of Holders of Junior Preferred Stock in their
capacity as such; or

(4) increase the number of shares of Junior Preferred Stock
issued or authorized for issuance.

(c) For purposes of exercising any vote, election or consent under this
Section 8 hereof or under applicable law, shares of Junior Preferred Stock held
by the Company or any of its Subsidiaries shall not be deemed to be outstanding
and shall not be counted in determining the outcome of any such vote, election
or consent solicitation.

9. MUTILATED OR MISSING STOCK CERTIFICATES.

If any of the Junior Preferred Stock certificates shall be mutilated, lost,
stolen or destroyed, the Company shall issue, in exchange and substitution for
and upon cancellation of the mutilated Junior Preferred Stock certificate, or in
lieu of and substitution for the Junior Preferred Stock certificate lost, stolen
or destroyed, a new Junior Preferred Stock certificate of like tenor and
representing an equivalent amount of shares of Junior Preferred Stock, but only
upon receipt of evidence of such loss, theft or destruction of such Junior
Preferred Stock certificate and indemnity, if requested.

10. REISSUANCE OF PREFERRED STOCK.

Shares of Junior Preferred Stock that have been issued and reacquired in
any manner, including shares purchased or redeemed or exchanged, shall (upon
compliance with any applicable provisions of the laws of the State of Delaware)
have the status of authorized and unissued shares of preferred stock
undesignated as to series and, subject to Section 8 hereof, may be redesignated
and reissued as part of any series of preferred stock other than the Junior
Preferred Stock.

11. BUSINESS DAY.

If any payment, redemption or exchange shall be required by the terms
hereof to be made on a day that is not a Business Day, such payment, redemption
or exchange shall be made on the immediately succeeding Business Day.

12. HEADINGS OF SUBDIVISIONS.

The headings of various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

13. SEVERABILITY OF PROVISIONS.

If any right, preference or limitations of the Junior Preferred Stock set
forth in these resolutions and the Certificate of Designations filed pursuant
hereto (as such Certificate of Designations may be amended from time to time) is
invalid, unlawful or incapable of being enforced by reason of any

rule or law or public policy, all other rights, preferences and limitations set
forth in such Certificate of Designations, as amended, which can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation
shall, nevertheless remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

14. NOTICE TO THE COMPANY.

All notices and other communications required or permitted to be given to
the Company hereunder shall be made by courier, overnight delivery or first
class mail to the Company at its principal executive offices (currently located
on the date of the adoption of these resolutions at the following address:
Bidermann Industries U.S.A., Inc., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇; Attention: Chief Executive Officer. Minor imperfections in any such
notice shall not affect the validity thereof.

15. LIMITATIONS.

Except as may otherwise be required by law, the shares of Junior Preferred
Stock shall not have any powers, preferences or relative, participating,
optional or other special rights other than those specifically set forth in this
resolution (as such resolution may be amended from time to time) or otherwise in
the Restated Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, Bidermann Industries U.S.A., Inc. has caused this
certificate to be executed by _______________, as President, and attested by
________________, as Secretary, as of this ___ day of _________, 1998.

BIDERMANN INDUSTRIES U.S.A., INC.

By:
-----------------------------------
Name:
Title:

Attest:

---------------------
Secretary

EXHIBIT C

BY-LAWS OF

BIDERMANN INDUSTRIES U.S.A., INC.

(A Delaware Corporation)

ARTICLE I

Offices

SECTION 1. REGISTERED OFFICE. The registered office of the
Corporation within the State of Delaware shall be in the City of Wilmington,
County of New Castle.

SECTION 2. OTHER OFFICES. The Corporation may also have an office or
offices other than said registered office at such place or places, either within
or without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for
the election of directors or for any other purpose shall be held at any such
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of meeting
or in a duly executed waiver thereof.

SECTION 2. ANNUAL MEETING. The annual meeting of stockholders,
commencing with the year 1991, shall be held at 10:00 A.M. on the second Tuesday
of March, if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, at 10:00 A.M., or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting or in a duly executed waiver thereof. At such
annual meeting, the stockholders shall elect, by a plurality vote, a Board of
Directors and transact such other business as may properly be brought before the
meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders,
unless otherwise prescribed by statute, may be called at any time by the Board
of Directors or Chairman of the Board or the President.

SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly
required by statute, written notice of each annual and

special meeting of stockholders stating the date, place and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given to each stockholder of record entitled to vote
thereat not less than ten nor more than sixty days before the date of the
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice. Notice shall be given personally
or by mail and, if by mail, shall be sent in a postage prepaid envelope,
addressed to the stockholder at his address as it appears on the records of the
Corporation. Notice by mail shall be deemed given at the time when the same
shall be deposited in the United States mail, postage prepaid. Notice of any
meeting shall not be required to be given to any person who attends such
meeting, except when such person attends the meeting in person or by proxy for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, or who, either before or after the meeting, shall submit a signed
written waiver of notice, in person or by proxy. Neither the business to be
transacted at, nor the purpose of, an annual or special meeting of stockholders
need be specified in any written waiver of notice.

SECTION 5. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city, town or village where
the meeting is to be held, which place shall be specified in the notice of
meeting, or, if not specified, at the place where the meeting is to be held.
The list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 6. QUORUM, ADJOURNMENTS. The holders of a majority of the
voting power of the issued and outstanding stock of the Corporation entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of stockholders, except
as otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting
of stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might

have been transacted at the meeting as originally called. If the adjournment is
for more than thirty days, or, if after adjournment a new record date is set, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

SECTION 7. ORGANIZATION. At each meeting of stockholders, the
Chairman of the Board or, in his absence, the President shall act as chairman of
the meeting. The Secretary or, in his absence or inability to act, the person
whom the chairman of the meeting shall appoint secretary of the meeting shall
act as secretary of the meeting and keep the minutes thereof.

SECTION 8. ORDER OF BUSINESS. The order of business at all meetings
of the stockholders shall be as determined by the chairman of the meeting.

SECTION 9. VOTING. Except as otherwise provided by statute or the
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of common
stock of the Corporation standing in his name on the record of stockholders of
the Corporation:

(a) on the date fixed pursuant to the provisions of Section 7 of
Article V of these By-Laws as the record date for the determination of the
stockholders who shall be entitled to notice of and to vote at such
meeting; or

(b) if no such record date shall have been so fixed, then at the close
of business on the day next preceding the day on which notice thereof shall
be given, or, if notice is waived, at the close of business on the date
next preceding the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy signed by such stockholder
or his attorney-in-fact, but no proxy shall be voted after three years from its
date, unless the proxy provides for a longer period. Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time designated in
the order of business for so delivering such proxies. When a quorum is present
at any meeting, the vote of the holders of a majority of the voting power of the
issued and outstanding stock of the Corporation entitled to vote thereon,
present in person or represented by proxy, shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of statute or of the Certificate of Incorporation or of these By-Laws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Unless required by statute, or
determined by the chairman of the meeting to be advisable, the vote on any
question need not be by ballot. On a

vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there by such proxy, and shall state the number of shares voted.

SECTION 10. INSPECTORS. The Board of Directors in its sole
discretion may, in advance of any meeting of stockholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If any of the
inspectors so appointed shall fail to appear or act, the chairman of the meeting
shall, or if inspections shall not have been appointed, the chairman of the
meeting in his sole discretion may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares of capital stock of the Corporation
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the
office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

SECTION 11. ACTION BY CONSENT. Whenever the vote of stockholders at
a meeting thereof is required or permitted to be taken for or in connection with
any corporate action, by any provision of statute or of the Certificate of
Incorporation or of these By-Laws, the meeting and vote of stockholders may be
dispensed with, and the action taken without such meeting and vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares of
stock of the Corporation entitled to vote thereon were present and voted.

ARTICLE III

Board of Directors

SECTION 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. The Board of Directors may exercise all such authority and powers of
the Corporation and do all such lawful acts and things as are not by statute or
the Certificate

of Incorporation directed or required to be exercised or done by the
stockholders.

SECTION 2. NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE. The
number of directors constituting the Board of Directors shall be not less than
two nor more than fifteen as may be fixed, from time to time, by the affirmative
vote of a majority of the entire Board of Directors or by action of the
stockholders of the Corporation. Any decrease in the number of directors shall
be effective at the time of the next succeeding annual meeting of stockholders
unless there shall be vacancies in the Board of Directors, in which case such
decrease may become effective at any time prior to the next succeeding annual
meeting to the extent of the number of such vacancies. Directors need not be
stockholders. Except as otherwise provided by statute or these By-Laws, the
directors shall be elected at the annual meeting of stockholders. Each director
shall hold office until his successor shall have been elected and qualified, or
until his death, or until he shall have resigned, or have been removed, as
hereinafter provided in these By-Laws.

SECTION 3. PLACE OF MEETINGS. Meetings of the Board of Directors
shall be held at such place or places, within or without the State of Delaware,
as the Board of Directors may from time to time determine or as shall be
specified in the notice of any such meeting.

SECTION 4. ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
other time or place (within or without the State of Delaware) as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article III.

SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors may
fix. If any day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting which would otherwise be
held on that day shall be held at the same hour on the next succeeding business
day. Notice of regular meetings of the Board of Directors need not be given
except as otherwise required by statute or these By-Laws.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board or by two or more directors
of the Corporation or by the President.

SECTION 7. NOTICE OF MEETINGS. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 7, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these By-Laws, such notice need not state the
purposes of such meeting. Notice of each such meeting shall be mailed, postage
prepaid, to each director, addressed to him at his residence or usual place of
business, by first class mail, at least two days before the day on which such
meeting is to be held, or shall be sent addressed to him at such place by
telegraph, cable, telex, telecopier or other similar means, or be delivered to
him personally or be given to him by telephone or other similar means, at least
twenty-four hours before the time at which such meeting is to be held. Notice
of any such meeting need not be given to any director who shall, either before
or after the meeting, submit a signed waiver of notice or who shall attend such
meeting, except when he shall attend for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

SECTION 8. QUORUM AND MANNER OF ACTING. A majority of the entire
Board of Directors shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, and, except as otherwise expressly
required by statute or the Certificate of Incorporation or these By-Laws, the
act of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors. In the absence of a quorum
at any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn such meeting to another time and place. Notice of the time
and place of any such adjourned meeting shall be given to all of the directors
unless such time and place were announced at the meeting at which the
adjournment was taken, in which case such notice shall only be given to the
directors who were not present thereat. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The directors shall act only as
a Board and the individual directors shall have no power as such.

SECTION 9. ORGANIZATION. At each meeting of the Board of Directors,
the Chairman of the Board or, in the absence of the Chairman of the Board, the
President (or, in his absence, another director chosen by a majority of the
directors present) shall act as chairman of the meeting and preside thereat.
The Secretary or, in his absence, any person appointed by the chairman shall act
as secretary of the meeting and keep the minutes thereof.

SECTION 10. RESIGNATIONS. Any director of the Corporation may resign
at any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it

shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

SECTION 11. VACANCIES. Any vacancy in the Board of Directors,
whether arising from death, resignation, removal (with or without cause), an
increase in the number of directors or any other cause, may be filled by the
vote of a majority of the directors then in office, though less than a quorum,
or by the sole remaining director or by the stockholders at the next annual
meeting thereof or at a special meeting thereof. Each director so elected shall
hold office until his successor shall have been elected and qualified.

SECTION 12. REMOVAL OF DIRECTORS. Any director may be removed,
either with or without cause, at any time, by the holders of a majority of the
voting power of the issued and outstanding capital stock of the Corporation
entitled to vote at an election of directors.

SECTION 13. COMPENSATION. The Board of Directors shall have
authority to fix the compensation, including fees and reimbursement of expenses,
of directors for services to the Corporation in any capacity.

SECTION 14. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, including an executive committee, each committee to consist of one
or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
addition, in the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

Except to the extent restricted by statute or the Certificate of Incorporation,
each such committee, to the extent provided in the resolution creating it, shall
have and may exercise all the powers and authority of the Board of Directors and
may authorize the seal of the Corporation to be affixed to all papers which
require it. Each such committee shall serve at the pleasure of the Board of
Directors and have such name as may be determined from time to time by
resolution adopted by the Board of Directors. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors.

SECTION 15. ACTION BY CONSENT. Unless restricted by the Certificate
of Incorporation, any action required or

permitted to be taken by the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board of Directors
or such committee, as the case may be.

SECTION 16. TELEPHONIC MEETING. Unless restricted by the Certificate
of Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV

Officers

SECTION 1. NUMBER AND QUALIFICATIONS. The officers of the
Corporation shall be elected by the Board of Directors and shall include the
Chairman of the Board, the President, one or more Vice-Presidents, the Secretary
and the Treasurer. If the Board of Directors wishes, it may also elect as an
officer of the Corporation a Vice Chairman of the Board and may elect other
officers (including one or more Assistant Treasurers and one or more Assistant
Secretaries) as may be necessary or desirable for the business of the
Corporation. Any two or more offices may be held by the same person, and no
officer except the Chairman of the Board need be a director. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these By-Laws.

SECTION 2. RESIGNATIONS. Any officer of the Corporation may resign
at any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

SECTION 3. REMOVAL. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof.

SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
a member of the Board and, if present, shall preside at each meeting of the
Board of Directors or the stockholders. He shall advise and counsel with the
President, and in his absence with other executives of the Corporation, and

shall perform such other duties as may from time to time be assigned to him by
the Board of Directors.

SECTION 5. THE PRESIDENT. The President shall be the chief executive
officer of the Corporation. He shall, in the absence of the Chairman of the
Board or if a Chairman of the Board shall not have been elected, preside at each
meeting of the Board of Directors or the stockholders. He shall perform all
duties incident to the office of President and chief executive officer and such
other duties as may from time to time be assigned to him by the Board of
Directors.

SECTION 6. VICE-PRESIDENT. Each Vice-President shall perform all
such duties as from time to time may be assigned to him by the Board of
Directors or the President. At the request of the President or in his absence
or in the event of his inability or refusal to act, the Vice-President, or if
there shall be more than one, the Vice-Presidents in the order determined by the
Board of Directors (or if there be no such determination, then the
Vice-Presidents in the order of their election), shall perform the duties of the
President, and, when so acting, shall have the powers of and be subject to the
restrictions placed upon the President in respect of the performance of such
duties.

SECTION 7. TREASURER. The Treasurer shall

(a) have charge and custody of, and be responsible for, all the funds
and securities of the Corporation;

(b) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;

(c) deposit all moneys and other valuables to the credit of the
Corporation in such depositaries as may be designated by the Board of
Directors or pursuant to its direction;

(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;

(e) disburse the funds of the Corporation and supervise the
investments of its funds, taking proper vouchers therefor;

(f) render to the Board of Directors, whenever the Board of Directors
may require, an account of the financial condition of the Corporation; and

(g) in general, perform all duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
Board of Directors.

SECTION 8. SECRETARY. The Secretary shall

(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of Directors, the
committees of the Board of Directors and the stockholders;

(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;

(c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all certificates for shares of the Corporation
(unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed; and

(e) in general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the
Board of Directors.

SECTION 9. THE ASSISTANT TREASURER. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

SECTION 10. THE ASSISTANT SECRETARY. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

SECTION 11. OFFICERS' BONDS OR OTHER SECURITY. If required by the
Board of Directors, any officer of the Corporation shall give a bond or other
security for the faithful performance of his duties, in such amount and with
such surety as the Board of Directors may require.

SECTION 12. COMPENSATION. The compensation of the officers of the
Corporation for their services as such officers

shall be fixed from time to time by the Board of Directors. An officer of the
Corporation shall not be prevented from receiving compensation by reason of the
fact that he is also a director of the Corporation.

ARTICLE V

Stock Certificates and Their Transfer

SECTION 1. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board or the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by him in the Corporation. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restriction of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the General Corporation Law
of the State of Delaware, in lieu of the foregoing requirements, there may be
set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

SECTION 2. FACSIMILE SIGNATURES. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

SECTION 3. LOST CERTIFICATES. The Board of Directors or any two
officers authorized to sign certificates pursuant to Section 1 above may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors or such officers may, in its or their
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed

certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to indemnify it
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation or
the transfer agent or registrar of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation, transfer agent
or registrar to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its records; provided,
however, that the Corporation shall be entitled to recognize and enforce any
lawful restriction on transfer. Whenever any transfer of stock shall be made
for collateral security, and not absolutely, it shall be so expressed in the
entry of transfer if, when the certificates are presented to the Corporation, or
transfer agent or registrar for transfer, both the transferor and the transferee
request the Corporation to do so.

SECTION 5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors
may appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars.

SECTION 6. REGULATIONS. The Board of Directors may make such
additional rules and regulations, not inconsistent with these By-Laws, as it may
deem expedient concerning the issue, transfer and registration of certificates
for shares of stock of the Corporation.

SECTION 7. FIXING THE RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

SECTION 8. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its records
as the owner of shares of stock to receive dividends and to vote as such owner,
shall be entitled to hold liable for calls and assessments a person registered
on its records as the owner of shares of stock, and shall not be bound

to recognize any equitable or other claim to or interest in such share or shares
of stock on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

Indemnification of Directors and Officers

SECTION 1. GENERAL. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding unless a
court of competent jurisdiction shall determine that he did not act in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, that he believed or had reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. DERIVATIVE ACTIONS. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, provided that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the

court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. ADVANCES FOR EXPENSES. Expenses incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall be ultimately determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article VI.

SECTION 4. RIGHTS NOT-EXCLUSIVE. The indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
law, by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

SECTION 5. INSURANCE. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article VI.

SECTION 6. DEFINITION OF CORPORATION. For the purposes of this
Article VI, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article VI with respect
to the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

SECTION 7. SURVIVAL OF RIGHTS. The indemnification and advancement
of expenses provided by, or granted pursuant to,

this Article VI shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

ARTICLE VII

General Provisions

SECTION 1. DIVIDENDS. Subject to the provisions of statute and the
Certificate of Incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of stock of
the Corporation, unless otherwise provided by statute or the Certificate of
Incorporation.

SECTION 2. RESERVES. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may
modify or abolish any such reserves in the manner in which it was created.

SECTION 3. SEAL. The seal of the Corporation shall be in circular
form and contain the name of the Corporation, the year of its incorporation and
the words "CORPORATE SEAL DELAWARE."

SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be
each calendar year ending December 31st unless changed by resolution of the
Board of Directors.

SECTION 5. CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

SECTION 6. EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of
Directors may authorize any officer or officers, agent or agents, in the name
and on behalf of the Corporation to enter into or execute and deliver any and
all deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

SECTION 7. VOTING OF STOCK IN OTHER CORPORATIONS. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board or
the President or other officer authorized by the Board of Directors, from time
to time, may (or may appoint one or more attorneys or agents to) cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of the shares or other securities of
such other corporation. In the event one or more attorneys or agents are
appointed, the Chairman of the Board or the President or such other officer may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent. The Chairman of the Board or the President may,
or may instruct the attorneys or agents appointed to, execute or cause to be
executed in the name and on behalf of the Corporation and under its seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the circumstances.

ARTICLE VIII

Amendments

These By-Laws may be amended or repealed or new by-laws adopted (a) by
action of the stockholders entitled to vote thereon at any annual or special
meeting of stockholders or (b) if the Certificate of Incorporation so provides,
by action of the Board of Directors at a regular or special meeting thereof.
Any by-law made by the Board of Directors may be amended or repealed by action
of the stockholders at any annual or special meeting of stockholders.

EXHIBIT D

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

STOCKHOLDERS' AGREEMENT

dated as of May __, 1998

among

BIDERMANN INDUSTRIES U.S.A., INC.,

VESTAR CAPITAL PARTNERS III, L.P.,

▇▇▇▇▇▇▇ & MARSAL, INC.,

THE ORIGINAL EQUITY HOLDERS NAMED HEREIN,

THE MANAGEMENT INVESTORS NAMED HEREIN

and

THE INSTITUTIONS NAMED HEREIN

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions; Interpretation . . . . . . . . . 4

SECTION 2. VOTING AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Election of Directors . . . . . . . . . . . . . . . . . . . . . 5
2.2 Other Voting Matters. . . . . . . . . . . . . . . . . . . . . . 7

SECTION 3. TRANSFERS AND ISSUANCES . . . . . . . . . . . . . . . . . . . . 8
3.1 Limitations on Transfer . . . . . . . . . . . . . . . . . . . . 8
3.2 Transfers to Affiliates . . . . . . . . . . . . . . . . . . . . 8
3.3 Effect of Void Transfers. . . . . . . . . . . . . . . . . . . . 9
3.4 Legend on Securities. . . . . . . . . . . . . . . . . . . . . . 9
3.5 Tag-Along Rights. . . . . . . . . . . . . . . . . . . . . . . . 10
3.6 Public Offerings, etc. . . . . . . . . . . . . . . . . . . . . 13
3.7 Drag-Along Rights . . . . . . . . . . . . . . . . . . . . . . . 13
3.8 Participation Right . . . . . . . . . . . . . . . . . . . . . . 14
3.9 Rights of First Refusal . . . . . . . . . . . . . . . . . . . . 15

SECTION 4. REGISTRATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . 16
4.1 Demand Registration . . . . . . . . . . . . . . . . . . . . . . 17
4.2 Incidental Registration . . . . . . . . . . . . . . . . . . . . 18
4.3 Registration Procedures . . . . . . . . . . . . . . . . . . . . 20
4.4 Underwritten Offerings. . . . . . . . . . . . . . . . . . . . . 24
4.5 Preparation; Reasonable Investigation . . . . . . . . . . . . . 25
4.6 Limitations, Conditions and Qualifications to Obligations
under Registration Covenants. . . . . . . . . . . . . . . . . . 25
4.7 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.8 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 27
4.9 Participation in Underwritten Registrations . . . . . . . . . . 29
4.10 Rule 144. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.11 Holdback Agreements . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 5. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.1 Additional Securities Subject to Agreement. . . . . . . . . . . 30
5.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.3 Injunctive Relief . . . . . . . . . . . . . . . . . . . . . . . 31
5.4 Other Stockholders' Agreements. . . . . . . . . . . . . . . . . 31
5.5 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.6 Successors, Assigns and Transferees . . . . . . . . . . . . . . 31
5.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.8 Integration . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.9 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.10 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.11 Governing Law, Etc. . . . . . . . . . . . . . . . . . . . . . . 33
5.12 Additional Management Investors . . . . . . . . . . . . . . . . ▇▇

-▇-

▇▇▇▇▇▇▇▇▇▇▇▇' ▇▇▇▇▇▇▇▇▇, dated as of May __, 1998, among Bidermann
Industries U.S.A., Inc. (the "COMPANY"), Vestar Capital Partners III, L.P. [or
its affiliated designee party to a Stock Subscription Agreement] ("VESTAR"),
▇▇▇▇▇▇▇ & Marsal, Inc. [or its affiliated designee party to a Stock Subscription
Agreement] ("▇▇▇▇▇▇▇ & MARSAL"), the parties identified on the signature pages
hereto as Original Equity Holders (the "ORIGINAL EQUITY HOLDERS"), the parties
identified on the signature pages hereto as the Institutions (the
"INSTITUTIONS") [only to the extent Institutions execute a Subscription
Agreement] and the parties identified on the signature pages hereto or to the
supplementary agreements referred to in Section 5.12 as Management Investors
(the "MANAGEMENT INVESTORS").

W I T N E S S E T H :

WHEREAS, as of the Closing Date Vestar, ▇▇▇▇▇▇▇ & Marsal, the Original
Equity Holders, the Institutions and the Management Investors are the holders of
all of the outstanding shares of capital stock of the Company and other
outstanding securities exercisable or exchangeable for or convertible into
voting stock of the Company; and

WHEREAS, the parties hereto wish to enter into certain agreements with
respect to the holdings by Vestar, ▇▇▇▇▇▇▇ & Marsal, the Original Equity
Holders, the Institutions and the Management Investors and their respective
permitted transferees of capital stock of the Company and securities exercisable
or exchangeable for or convertible into capital stock of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.1 DEFINED TERMS. As used in this Agreement, terms defined in the
heading and the recitals shall have their respective assigned meanings, and the
following capitalized terms shall have the meanings ascribed to them below:

"AFFILIATE" shall mean, with respect to any Person, (i) any Person
that directly or indirectly controls, is controlled by or is under common
control with, such Person, or (ii) any director, officer, partner, member
or employee of such Person or any Person specified in clause (i) above, or
(iii) any Immediate Family Member of any Person specified in clause (i) or
(ii) above.

"AGREEMENT" shall mean this Stockholders' Agreement, as the same may
be amended, supplemented or otherwise modified from time to time.

"BENEFICIAL OWNER" has the meaning set forth in Rule 13d-3 under the
Exchange Act.

"BOARD OF DIRECTORS" shall mean, unless otherwise specified hereunder,
the Board of Directors of the Company.

"BUSINESS DAY" means a day other than a Saturday, Sunday, federal or
New York State holiday or other day on which commercial banks in New York
City are authorized or required by law to close.

"BY-LAWS" shall mean the By-Laws of the Company as in effect on the
date hereof, as the same may be amended from time to time in accordance
with the terms thereof and hereof.

"CAUSE" shall mean (i) wilful malfeasance or wilful misconduct by a
director in connection with the performance of his duties as such, (ii) the
commission by a director of (a) any felony or (b) a misdemeanor involving
moral turpitude or (iii) a determination by a court of competent
jurisdiction in the United States that such director, as such or in any
other capacity (whether or not relating to the Company), breached a
fiduciary duty owed by him or her to another Person.

"CERTIFICATE OF INCORPORATION" shall mean the Restated Certificate of
Incorporation of the Company as in effect on the date hereof, as the same
may be amended from time to time in accordance with the terms thereof and
hereof.

"CLOSING DATE" shall mean the date of the sale of Common Stock and the
Junior Preferred Stock to the Initial Investors pursuant to their Stock
Subscription Agreements.

"COMMON STOCK" shall mean the common stock, par value $.01 per share,
of the Company.

"COMMON STOCK EQUIVALENTS" shall mean any warrants, rights, calls,
options or other securities exchangeable or exercisable for or convertible
into Common Stock.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, as the same
may be amended from time to time.

"GOVERNMENTAL AUTHORITY" shall mean any nation or government, any
state or other political subdivision thereof, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government.

"IMMEDIATE FAMILY MEMBER" shall mean, with respect to any Person, a
spouse, parent, child or sibling of such Person.

"INDEPENDENT DIRECTOR" shall mean any director of the Company who is
not an Affiliate of any Stockholder or an employee of the Company or any of
its Affiliates.

"INITIAL INVESTORS" shall mean Vestar, ▇▇▇▇▇▇▇ & Marsal, the
Institutions and the Management Investors.

"JUNIOR PREFERRED STOCK" shall mean the Class C Junior Preferred
Stock, par value $.01 per share, of the Company.

"PERMITTED TRANSFEREE" shall mean any Person to whom an Initial
Investor (or any direct or indirect Permitted Transferee thereof) transfers
Securities in accordance with the terms of this Agreement and the Stock
Subscription Agreement by which such transferor is bound (other than
pursuant to a Public Offering or pursuant to Rule 144 under the Securities
Act) and who becomes a party to, and is bound to the same extent as its
transferor by the terms of, this Agreement.

"PERSON" shall mean any individual, corporation, partnership, limited
liability company, trust, joint stock company, business trust,
unincorporated association, joint venture, Governmental Authority or other
entity of any nature whatsoever.

"PUBLIC OFFERING" shall mean the sale of Securities to the public
pursuant to an effective registration statement filed under the Securities
Act, which results in (or after which there continues to be) an active
trading market in such Securities (it being understood that such an active
trading market shall be deemed to exist if, without limitation, such
Securities are listed on a national securities exchange or on NASDAQ).

"REQUESTING STOCKHOLDER" shall have the meaning set forth in Section
4.1(c).

"SEC" shall mean the Securities and Exchange Commission.

"SECURITIES" shall mean shares of Junior Preferred Stock, Series A
Preferred Stock, Series B Preferred Stock or Common Stock or Common Stock
Equivalents, whether owned on the date hereof or hereafter acquired.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, as the same may be
amended from time to time.

"SELLING STOCKHOLDERS" shall have the meaning set forth in Section
4.3(c).

"SERIES A PREFERRED STOCK" shall mean the Series A Senior Preferred
Stock, par value $.01 per share, of the Company.

"SERIES B PREFERRED STOCK" shall mean the Series B Preferred Stock,
par value $.01 per share, of [the Company] [BIC].

"STOCKHOLDERS" shall mean Vestar, ▇▇▇▇▇▇▇ & Marsal, the Original
Equity Holders, the Institutions and the Management Investors and their
respective Permitted Transferees.

"STOCK SUBSCRIPTION AGREEMENTS" shall mean, collectively, the
Subscription Agreement, dated as of March 30, 1998 among Vestar, ▇▇▇▇▇▇▇ &
Marsal and the Company, the Management Stock Subscription Agreements
between the Company and the Management Investors and the Subscription
Agreements between the Company and the Institutions, respectively.

"SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, association or other business entity of which fifty percent
(50%) or more of the total voting power of shares of capital stock entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof, or fifty percent (50%)
or more of the equity interest therein, is at the time owned or controlled,
directly or indirectly, by any Person or one or more of the other
Subsidiaries of such Person or a combination thereof.

"THIRD PARTY" shall mean any Person other than the Stockholders and
their Affiliates.

"TRANSFER" shall mean any transfer, sale, assignment, exchange,
mortgage, pledge, hypothecation or other disposition of any Securities or
any interest therein.

1.2 OTHER DEFINITIONAL PROVISIONS; INTERPRETATION. (a) The words
"hereof", "herein", and "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Subsection, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

(b) The headings in this Agreement are included for convenience of
reference only and shall not limit or otherwise affect the meaning or
interpretation of this Agreement.

(c) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

(d) For purposes of comparing the beneficial ownership of any
Person on the date of execution and delivery of this Agreement to the level of
such ownership at any later time, the level of ownership on such later date
shall be adjusted to eliminate the effect of any subdivision of the Common
Stock, any combination of the Common Stock, any issuance of Common Stock or
Common Stock Equivalents by reason of any reclassification (including, without
limitation, any reclassification in connection with a merger or consolidation),
or any dividend payable in Common Stock or Common Stock Equivalents.

SECTION 2. VOTING AGREEMENTS

2.1 ELECTION OF DIRECTORS. (a) Each Stockholder hereby agrees that
so long as this Agreement shall remain in effect, such Stockholder will vote all
of the voting Securities owned or held of record by such Stockholder so as to
elect and, during such period, to continue in office a Board of Directors of the
Company and each Subsidiary of the Company, each consisting solely of the
following:

(i) 4 designees of Vestar (so long as Vestar and its Affiliates,
but not any other Permitted Transferee of any thereof,
beneficially own on a fully diluted basis an aggregate number
of shares of Common Stock not less than one-half (1/2) of the
number of shares of Common Stock beneficially owned on a fully
diluted basis by Vestar on the date of execution and delivery
of this Agreement) or, if the foregoing condition is not
satisfied, 3 designees of Vestar (so long as Vestar and its
Affiliates, but not any other Permitted Transferee of any
thereof, beneficially own on a fully diluted basis an aggregate
number of shares of Common Stock not less than one-third (1/3)
of the total number of shares of Common Stock beneficially
owned on a fully diluted basis by Vestar on the date of its
execution and delivery of this Agreement) or, if the foregoing
condition is not satisfied, 2 designees of Vestar (so long as
Vestar and its Affiliates, but not any other Permitted
Transferee of any thereof, beneficially own on a fully diluted
basis an aggregate number of shares of Common Stock not less
than one-fifth (1/5) of the total number of shares of Common
Stock beneficially owned by Vestar on the date of its execution
and delivery of this Agreement) or, if the foregoing condition
is not satisfied, 1 designee of Vestar (so long as Vestar and
its Affiliates, but not any other Permitted Transferee of any
thereof, beneficially own on a fully diluted basis an aggregate
number of shares of Common Stock not less than one-tenth (1/10)
of the

number of shares of Common Stock beneficially owned on a fully
diluted basis by Vestar on the date of its execution and
delivery of this Agreement);

(ii) 2 designees of the Management Investors and ▇▇▇▇▇▇▇ & Marsal
(such designees to be selected by the holders of a majority of
the shares of Common Stock beneficially owned by such
Stockholders on a fully diluted basis) (so long as the
Management Investors and ▇▇▇▇▇▇▇ & Marsal and their respective
Affiliates, but not any other Permitted Transferee of any
thereof, beneficially own on a fully diluted basis an aggregate
number of shares of Common Stock not less than one-half (1/2)
of the number of shares of Common Stock beneficially owned on a
fully diluted basis by the Management Investors and ▇▇▇▇▇▇▇ &
Marsal on the date of their execution and delivery of this
Agreement) or, if the foregoing condition is not satisfied, 1
designee of the Management Investors and ▇▇▇▇▇▇▇ & Marsal (such
designees to be selected by the holders of a majority of the
shares of Common Stock beneficially owned by such Stockholders
on a fully diluted basis) (so long as the Management Investors
and ▇▇▇▇▇▇▇ & Marsal and their respective Affiliates, but not
any other Permitted Transferee of any thereof, beneficially own
on a fully diluted basis an aggregate number of shares of
Common Stock not less than one-fifth (1/5) of the number of
shares of Common Stock beneficially owned on a fully diluted
basis by the Management Investors and ▇▇▇▇▇▇▇ & Marsal on the
date of their execution and delivery of this Agreement); and

(iii) 3 Independent Directors designated by Vestar.

(b) If at any time during the period specified in paragraph (a)
above, Vestar, or the Management Investors and ▇▇▇▇▇▇▇ & Marsal (based on the
action of holders of a majority of the shares of Common Stock beneficially owned
by the Management Investors and ▇▇▇▇▇▇▇ & Marsal on a fully diluted basis),
shall notify the other Stockholders of its or their desire to remove, with or
without Cause, any director of the Company or of any Subsidiary of the Company
previously designated by it or them, each Stockholder shall vote all of the
voting Securities owned or held of record by it so as to remove such director.

(c) If at any time during the period specified in paragraph (a)
above, any director previously designated by Vestar, or the Management Investors
and ▇▇▇▇▇▇▇ & Marsal, ceases to serve on the Board of Directors of the Company
or any Subsidiary of the Company (whether by reason of death,

resignation, removal or otherwise), the Stockholder who designated such director
shall be entitled to designate a successor director to fill the vacancy created
thereby. If at any time during the period specified in paragraph (a) above an
Independent Director ceases to serve on the Board of Directors of the Company or
any Subsidiary of the Company (whether by reason of death, resignation, removal
or otherwise), a successor director to fill the vacancy created thereby shall be
designated as provided in clause (iii) of paragraph (a) above. Each Stockholder
agrees that such Stockholder will vote all of the voting Securities owned or
held of record by such Stockholder so as to elect any such director.

(d) The parties hereto hereby agree that any individual designated
as a director of the Company or of any Subsidiary of the Company may be removed
for Cause pursuant to the Company's (or such Subsidiary's) by-laws and
applicable law with or without the consent of the Stockholder which designated
such individual. No such removal of an individual designated pursuant to this
Section 2.1 shall affect any of the Stockholders' rights to designate a
different individual pursuant to this Section 2.1.

(e) So long as he is the chief executive officer of the Company ▇▇.
▇▇▇▇▇▇ will be the Chairman of the Board of Directors and a designee pursuant to
clause (ii) of paragraph (a) above. No fees shall be paid by the Company or any
of its Subsidiaries to any member of the Board of Directors in his capacity as
such other than Independent Directors designated pursuant to clause (iii) of
paragraph (a) above; PROVIDED that the foregoing shall not limit reimbursement
of expenses in accordance with the expense reimbursement policy of the Company
and its Subsidiaries.

2.2 OTHER VOTING MATTERS. Each Stockholder hereby agrees that, so
long as this Agreement shall remain in effect and Vestar and its Affiliates, but
not any other Permitted Transferee of any thereof, beneficially own on a fully
diluted basis an aggregate number of shares of Common Stock not less than half
(1/2) of the number of shares of Common Stock beneficially owned on a fully
diluted basis by Vestar on the date of its execution and delivery of this
Agreement, such Stockholder will vote all of the Securities owned or held of
record by such Stockholder to ratify, approve and adopt any and all actions
adopted or approved by the Board of Directors of the Company, except that such
Stockholder may vote such Stockholder's shares of Series A Preferred Stock,
Series B Preferred Stock or Junior Preferred Stock, if any, in such
Stockholder's sole discretion with respect to any matter on which holders of
such preferred stock are entitled to vote as a separate class pursuant to
applicable law, the Certificate of Incorporation of the Company or the
certificate of designations or any other specified designations, rights,
preferences, or powers of such preferred stock.

SECTION 3. TRANSFERS AND ISSUANCES

3.1 LIMITATIONS ON TRANSFER. (a) Each of ▇▇▇▇▇▇▇ & Marsal, the
Original Equity Holders, the Institutions and the Management Investors hereby
agrees that no Transfer shall occur at any time prior to the earlier to occur of
(x) the fifth anniversary of the Closing Date and (y) a Public Offering, except
for Transfers pursuant to Section 3.2, 3.5 or 3.7 or Transfers in connection
with a Public Offering.

(b) Each Stockholder hereby agrees that, except for Transfers
effected pursuant to an effective registration statement filed under the
Securities Act, no Transfer shall occur unless the Company has been furnished
with an opinion in form and substance reasonably satisfactory to the Company of
counsel reasonably satisfactory to the Company that such Transfer is exempt from
the provisions of Section 5 under the Securities Act.

(c) Each of ▇▇▇▇▇▇▇ & Marsal, the Original Equity Holders, the
Institutions and the Management Investors hereby agrees that, except for
Transfers in connection with a Public Offering, Transfers pursuant to Section
3.7 and Transfers pursuant to Rule 144 under the Securities Act, no Transfer
shall occur unless the transferee shall agree to become a party to, and be bound
to the same extent as its transferor by the terms of, this Agreement pursuant to
the provisions of Section 5.6.

3.2 TRANSFERS TO AFFILIATES. Notwithstanding any other provision
of this Agreement to the contrary, each Stockholder and its Affiliates (but not
any other Permitted Transferee of any thereof) shall be entitled from time to
time, without compliance with Section 3.5, to Transfer any or all of the
Securities beneficially owned by it to any of its Affiliates who agree to become
a party to, and be bound to the same extent as its transferor by the terms of,
this Agreement pursuant to the provisions of Section 5.6. A Management Investor
shall be entitled, without compliance with Section 3.5, to Transfer Securities
beneficially owned by him on the terms and subject to the restrictions and
conditions set forth in any Stock Subscription Agreement to which he is a party.
[Note to draft: such agreement will address puts, calls and transfers to trusts
and estates.] Any Transfer by Vestar to its partners of any or all of the
Securities beneficially owned by it (including a distribution of such Securities
to Vestar's partners upon a liquidation of Vestar or otherwise) shall be deemed
to be a Transfer to Affiliates of Vestar for purposes of this Section 3.2. Any
Transfer by A&M to its stockholders or members of any or all of the Securities
beneficially owned by it (including a distribution of such Securities to such
stockholders or members upon a liquidation of A&M or otherwise) shall be deemed
to be a Transfer to Affiliates of A&M for purposes of this Section 3.2, PROVIDED
that ▇▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇▇ retains sole voting control over such
Securities (including following any subsequent Transfer otherwise permitted
hereunder by any such

stockholder or member to any of its Affiliates), whether through a voting trust
or otherwise. An Institution may Transfer Securities to another Institution (or
an Affiliate thereof which agrees to become a party to, and be bound to the same
extent as the transferor by the terms of, this Agreement pursuant to the
provisions of Section 5.6).

3.3 EFFECT OF VOID TRANSFERS. In the event of any purported
Transfer of any Securities in violation of the provisions of this Agreement,
such purported Transfer shall be void and of no effect and the Company shall not
give effect to such Transfer.

3.4 LEGEND ON SECURITIES. Each certificate representing Securities
issued to any Stockholder shall bear the following legend on the face thereof:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW AND ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT AMONG
BIDERMANN INDUSTRIES U.S.A., INC., VESTAR CAPITAL PARTNERS III, L.P.,
▇▇▇▇▇▇▇ & MARSAL, INC., THE ORIGINAL EQUITY HOLDERS PARTIES THERETO,
[THE INSTITUTIONS PARTIES THERETO] AND THE MANAGEMENT INVESTORS
PARTIES THERETO [AND A MANAGEMENT STOCK SUBSCRIPTION
AGREEMENT/NON-QUALIFIED STOCK OPTION SUBSCRIPTION AGREEMENT BETWEEN
THE MANAGEMENT INVESTOR PARTY THERETO AND THE COMPANY], [A COPY]
[COPIES] OF WHICH [IS] [ARE] ON FILE WITH THE SECRETARY OF THE
COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
STOCKHOLDERS' AGREEMENT [AND MANAGEMENT STOCK SUBSCRIPTION
AGREEMENT/NON-QUALIFIED STOCK OPTION SUBSCRIPTION AGREEMENT] AND (A)
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH
AN OPINION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION
IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER. THE
HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES
TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT
[AND MANAGEMENT STOCK SUBSCRIPTION AGREEMENT/NON-QUALIFIED STOCK
OPTION SUBSCRIPTION AGREEMENT], INCLUDING RESTRICTIONS RELATING TO THE
EXERCISE OF ANY VOTING RIGHTS GRANTED BY THE SECURITIES."

3.5 TAG-ALONG RIGHTS. (a) So long as this Agreement shall remain
in effect, unless (x) a Public Offering of Common Stock shall have occurred or
(y) Vestar and its Affiliates, but not any other Permitted Transferee of any
thereof, beneficially own on a fully diluted basis an aggregate number of shares
of Common Stock less than one-third (1/3) of the number of shares of Common
Stock beneficially owned on a fully diluted basis by Vestar on the date of its
execution and delivery of this Agreement, with respect to any proposed Transfer
by any of Vestar and its Affiliates (but not any other Permitted Transferee of
any thereof) (in such capacity, a "Transferring Stockholder") of Common Stock,
other than as provided in Sections 3.2 and 3.6, the Transferring Stockholder
shall have the obligation, and each other Stockholder and its Permitted
Transferees shall have the right, to require the proposed transferee to purchase
from each Stockholder and its Permitted Transferees having and exercising such
right (a "TAGGING STOCKHOLDER") a number of shares of Common Stock up to the
product (rounded up to the nearest whole number) of (i) the quotient determined
by dividing the aggregate number of shares of Common Stock beneficially owned on
a fully diluted basis by such Tagging Stockholder and sought by the Tagging
Stockholder to be included in the contemplated Transfer by the aggregate number
of shares of Common Stock beneficially owned on a fully diluted basis by the
Transferring Stockholder plus the aggregate number of shares of Common Stock
beneficially owned on a fully diluted basis by all Tagging Stockholders and
sought by all Tagging Stockholders to be included in the contemplated Transfer
and (ii) the total number of shares of Common Stock proposed to be directly or
indirectly Transferred to the Transferee in the contemplated Transfer, and at
the same price per share of Common Stock and upon the same terms and conditions
(including without limitation time of payment and form of consideration) as to
be paid and given to the Transferring Stockholder, PROVIDED that in order to be
entitled to exercise its right to sell shares of Common Stock to the proposed
transferee pursuant to this Section 3.5, a Tagging Stockholder must agree to
make to the Transferee the same representations, warranties, covenants,
indemnities and agreements as the Transferring Stockholder agrees to make in
connection with the proposed transfer of the shares of Common Stock of the
Transferring Stockholder (except that in the case of representations and
warranties pertaining specifically to the Transferring Stockholder, a Tagging
Stockholder shall make the comparable representations and warranties pertaining
specifically to itself, and except that in the case of covenants or agreements
capable of performance only by certain Stockholders, such covenants or
agreements shall be made only by such certain Stockholders) and PROVIDED FURTHER
that all representations, warranties, covenants, agreements and indemnities made
by the Transferring Stockholder and the Tagging Stockholders pertaining
specifically to themselves shall be made by each of them severally and not
jointly and PROVIDED FURTHER that each of the Transferring Stockholder and each
Tagging Stockholder shall be severally (but not jointly) liable for breaches of

representations, warranties, covenants and agreements of or (in the case of
representations and warranties) pertaining to the Company and its Subsidiaries,
and for indemnification obligations arising out of or relating to any such
breach or otherwise pertaining to the Company and its Subsidiaries, on a pro
rata basis, such liability of each such Stockholder not to exceed such
Stockholder's pro rata portion of the gross proceeds of the sale. Any Tagging
Stockholder that is a holder of Common Stock Equivalents and wishes to
participate in a sale of Common Stock pursuant to this Section 3.5(a) shall
convert into or exercise or exchange such number of Common Stock Equivalents for
Common Stock as may be required therefor on or prior to the closing date of such
Transfer.

(b) So long as this Agreement shall remain in effect, unless (x) a
Public Offering of Common Stock shall have occurred or (y) Vestar and its
Affiliates, but not any other Permitted Transferee of any thereof, beneficially
own on a fully diluted basis an aggregate number of shares of Common Stock less
than one-third (1/3) of the number of shares of Common Stock beneficially owned
on a fully diluted basis by Vestar on the date of its execution and delivery of
this Agreement, with respect to any proposed Transfer by any of Vestar and its
Affiliates (but not any other Permitted Transferee of any thereof) (in such
capacity, a "Transferring Preferred Stockholder"), of Junior Preferred Stock,
other than as provided in Sections 3.2 and 3.6, the Transferring Preferred
Stockholder shall have the obligation, and each other Stockholder and its
Permitted Transferees which holds Junior Preferred Stock shall have the right,
to require the proposed transferee to purchase from each such Stockholder and
its Permitted Transferees having and exercising such right (a "Tagging Preferred
Stockholder") a number of shares of Junior Preferred Stock up to the product
(rounded up to the nearest whole number) of (i) the quotient determined by
dividing the aggregate liquidation preference of all shares of Junior Preferred
Stock owned by such Tagging Preferred Stockholder and sought by the Tagging
Preferred Stockholder to be included in the contemplated Transfer by the
aggregate liquidation preference of all shares of Junior Preferred Stock owned
by the Transferring Preferred Stockholder plus the aggregate number of shares of
Junior Preferred Stock beneficially owned on a fully diluted basis by all
Tagging Preferred Stockholders and sought by all Tagging Preferred Stockholders
to be included in the contemplated Transfer and (ii) the total number of shares
of Junior Preferred Stock proposed to be directly or indirectly Transferred to
the Transferee in the contemplated Transfer, and at the same price per share of
Junior Preferred Stock and upon the same terms and conditions (including without
limitation time of payment and form of consideration) to be given to the
Transferring Preferred Stockholder, PROVIDED that in order to be entitled to
exercise its right to sell shares of Junior Preferred Stock to the proposed
transferee pursuant to this Section 3.5, a Tagging Preferred Stockholder must
agree to make to the Transferee the same representations, warranties, covenants,
indemnities and

agreements as the Transferring Preferred Stockholder agrees to make in
connection with the proposed transfer of Junior Preferred Stock of the
Transferring Stockholder (except that in the case of representations and
warranties pertaining specifically to the Transferring Preferred Stockholder, a
Tagging Preferred Stockholder shall make the comparable representations and
warranties pertaining specifically to itself, and except that in the case of
covenants or agreements capable of performance only by certain Stockholders,
such covenants or agreements shall be made only by such certain Stockholders)
and PROVIDED FURTHER that all representations, warranties, covenants, agreements
and indemnities made by the Transferring Preferred Stockholder and the Tagging
Preferred Stockholders pertaining specifically to themselves shall be made by
each of them severally and not jointly and PROVIDED FURTHER that each of the
Transferring Preferred Stockholder and each Tagging Preferred Stockholder shall
be severally (but not jointly) liable for breaches of representations,
warranties, covenants and agreements of or (in the case of representations and
warranties) pertaining to the Company and its Subsidiaries, and for
indemnification obligations arising out of or relating to any such breach or
otherwise pertaining to the Company and its Subsidiaries, on a pro rata basis,
such liability of each such Stockholder not to exceed such Stockholder's
pro rata portion of the gross proceeds of the sale.

(c) The Transferring Stockholder or Transferring Preferred
Stockholder, as the case may be, shall give notice to all relevant Stockholders
and their Permitted Transferees of each proposed Transfer giving rise to the
rights of the Tagging Stockholders or Tagging Preferred Stockholders set forth
in the first sentence of Section 3.5(a) or (b), as the case may be, at least 30
days prior to the proposed consummation of such Transfer, setting forth the name
of the Transferring Stockholder or Transferring Preferred Stockholder, the
number of shares of Common Stock and/or Junior Preferred Stock proposed to be so
Transferred, the name and address of the proposed transferee, the proposed
amount and form of consideration and other terms and conditions offered by the
proposed transferee, and a representation that the proposed transferee has been
informed of the tag-along rights provided for in this Section 3.5 and has agreed
to purchase shares of Common Stock and/or Junior Preferred Stock in accordance
with the terms hereof. The tag-along rights provided by this Section 3.5 must
be exercised by each Tagging Stockholder or Tagging Preferred Stockholder within
15 days following receipt of the notice required by the preceding sentence, by
delivery of a written notice to the Transferring Stockholder or Transferring
Preferred Stockholder, as the case may be, indicating such Tagging Stockholder's
or Tagging Preferred Stockholder's desire to exercise its rights and specifying
the number of shares of Common Stock and/or Junior Preferred Stock it desires to
sell. The Transferring Stockholder or Transferring Preferred Stockholder, as
the case may be, shall be entitled under this Section 3.5 to Transfer to the
proposed transferee the number of Securities equal to the difference

between the number referred to in clause (ii) of paragraph (a) or (b) above and
the aggregate number of shares of Common Stock and/or Junior Preferred Stock set
forth in the written notices, if any, delivered by the Tagging Stockholders or
Tagging Preferred Stockholders pursuant to the preceding sentence (up to the
maximum number of shares of Common Stock and/or Junior Preferred Stock
beneficially owned by such Tagging Stockholder or Tagging Preferred Stockholder
required to be purchased by the proposed transferee pursuant to the first
sentence of Section 3.5(a) or (b)). If the proposed transferee fails to
purchase shares of Common Stock or, as the case may be, Junior Preferred Stock
from any Tagging Stockholder or Tagging Preferred Stockholder that has properly
exercised its tag-along rights, then the Transferring Stockholder or
Transferring Preferred Stockholder, as the case may be, shall not be permitted
to make the proposed Transfer, and any such attempted Transfer shall be void and
of no effect, as provided in Section 3.3 hereof.

(d) If any of the Tagging Stockholders and Tagging Preferred
Stockholders exercise their rights under Section 3.5(a) or (b), the closing of
the purchase of the Common Stock or, as the case may be, Junior Preferred Stock
with respect to which such rights have been exercised shall take place
concurrently with the closing of the sale of the Transferring Stockholder's or,
as the case may be, Transferring Preferred Stockholder's Common Stock and/or
Junior Preferred Stock. No Transfer shall occur pursuant to this Section 3.5
unless the transferee shall agree to become a party to, and be bound to the same
extent as its transferor by the terms of, this Agreement pursuant to the
provisions of Section 5.6.

3.6 PUBLIC OFFERINGS, ETC. The provisions of Sections 3.5 and 3.7
shall not be applicable to offers and sales of Securities in a Public Offering
or pursuant to Rule 144 under the Securities Act.

3.7 DRAG-ALONG RIGHTS. So long as this Agreement shall remain in
effect, unless (x) a Public Offering of Common Stock shall have occurred or (y)
Vestar and its Affiliates, but not any other Permitted Transferee of any
thereof, beneficially own on a fully diluted basis an aggregate number of shares
of Common Stock less than one-third (1/3) of the number of shares of Common
Stock beneficially owned on a fully diluted basis by Vestar on the date of its
execution and delivery of this Agreement, if any of Vestar and its Affiliates
receives an offer from a Third Party to purchase (whether pursuant to a sale of
stock, a merger or otherwise) all, but not less than all, outstanding shares of
Common Stock or Junior Preferred Stock, as the case may be, subject to this
Agreement (other than shares not being purchased in order to preserve the
availability of recapitalization accounting treatment) and such offer is
accepted by Vestar, then each Stockholder hereby agrees that it will Transfer
all shares of Common Stock or Junior Preferred Stock, as the case may be, owned
by it to such Third Party on the terms of

the offer so accepted by Vestar, including making the same representations,
warranties, covenants, indemnities and agreements that Vestar agrees to make
(except that, in the case of representations and warranties pertaining
specifically to Vestar, each other Stockholder shall make the comparable
representations and warranties pertaining specifically to itself, and except
that, in the case of covenants or agreements capable of performance only by
certain Stockholders, such covenants or agreements shall be made only by such
certain Stockholders, and provided that all representations, warranties,
covenants, agreements and indemnities made by the Stockholders pertaining
specifically to themselves shall be made by each of them severally and not
jointly and provided further that each Stockholder shall be severally (but not
jointly) liable for breaches of representations, warranties, covenants and
agreements of or (in the case of representations and warranties) pertaining to
the Company and its Subsidiaries, and for indemnification obligations arising
out of or relating to any such breach or otherwise pertaining to the Company and
its Subsidiaries, on a pro rata basis, such liability of each such Stockholder
not to exceed such Stockholder's pro rata portion of the gross proceeds of the
sale).

3.8 PARTICIPATION RIGHT. (a) So long as this Agreement shall
remain in effect, unless (x) a Public Offering of Common Stock shall have
occurred or (y) Vestar and its Affiliates, but not any other Permitted
Transferee of any thereof, beneficially own on a fully diluted basis an
aggregate number of shares of Common Stock less than one-third (1/3) of the
number of shares of Common Stock beneficially owned on a fully diluted basis by
Vestar on the date of its execution and delivery of this Agreement, the Company
shall not issue nor permit any of its Subsidiaries to issue (an "ISSUANCE")
additional shares of Common Stock, Common Stock Equivalents or common stock or
common stock equivalents of such Subsidiary to any Initial Investor or Original
Equity Holder or any Affiliate of an Initial Investor or Original Equity Holder
(but excluding any other Permitted Transferee of any thereof) unless, prior to
such Issuance, the Company notifies each other Initial Investor or Original
Equity Holder in writing of the proposed Issuance and grants to such other
Initial Investor or Original Equity Holder or, at such other Initial Investor's
or Original Equity Holder's election, one of its Affiliates (but not any other
Permitted Transferee thereof) the right (the "RIGHT") to subscribe for and
purchase up to a portion of such additional shares of Common Stock or common
stock or such additional shares or units of Common Stock Equivalents or common
stock equivalents (collectively, "EQUITY INTERESTS") so issued at the same price
and upon the same terms and conditions (including, in the event such Equity
Interests are issued as a unit together with other securities, the purchase of
such other securities) as issued in the Issuance such that:

(i) in the case of an Issuance in which shares of Common Stock or
Common Stock Equivalents are to be issued,

immediately after giving effect to the Issuance and full exercise of the
Right (including, for purposes of this calculation, the issuance of shares
of Common Stock upon conversion, exchange or exercise of any Common Stock
Equivalent issued in the Issuance or subject to the Right), the shares of
Common Stock beneficially owned by each such other Initial Investor or
Original Equity Holder and its Affiliates on a fully diluted basis (rounded
to the nearest whole share) shall represent the same percentage of the
aggregate number of shares of Common Stock outstanding on a fully diluted
basis as was beneficially owned by such Initial Investor or Original Equity
Holder and its Affiliates immediately prior to the Issuance; and

(ii) in the case of an Issuance in which shares of such common stock
or common stock equivalents of a Subsidiary are to be issued, each such
other Initial Investor or Original Equity Holder and its Affiliates shall
have the Right to acquire a percentage of such common stock or common stock
equivalents to be issued in the Issuance equal to the percentage of shares
of Common Stock on a fully diluted basis that was beneficially owned by
such Initial Investor or Original Equity Holder and its Affiliates
immediately prior to the Issuance.

(b) The Right may be exercised by each such other Initial Investor
or Original Equity Holder at any time by written notice to the Company received
by the Company within 10 Business Days after the date on which such Initial
Investor or Original Equity Holder receives notice from the Company of the
proposed Issuance, and the closing of the purchase and sale pursuant to the
exercise of the Right shall occur at least 10 Business Days (but not later than
180 days) after the Company receives notice of the exercise of the Right and
prior to or concurrently with the closing of the Issuance. Notwithstanding the
foregoing, the Right shall not apply to (1) any Issuance, PRO RATA, to all
holders of Common Stock, (2) any Issuance upon the conversion, exercise or
exchange of any Common Stock Equivalent outstanding on the Closing Date pursuant
to the terms thereof, (3) any Issuance to a Management Purchaser pursuant to a
stock option or other employee benefit plan of the Company or one of its
Subsidiaries or (4) any Issuance pursuant to a bona fide underwritten public
offering pursuant to an effective registration statement under the Securities
Act.

3.9 RIGHTS OF FIRST REFUSAL. If, at any time after the fifth
anniversary of the Closing Date and, in each case, prior to a Public Offering,
▇▇▇▇▇▇▇ & Marsal, an Original Equity Holder, an Institution or a Management
Purchaser or any of their respective Permitted Transferees (an "Offeree")
receives a bona fide offer to purchase any or all of its Securities (the
"Offer") from a third party (the "Offeror") which such Offeree wishes to accept
(other than a Transfer pursuant to Section 3.2), such Offeree shall cause the
Offer to be reduced to writing and shall

notify the Company in writing of its wish to accept the Offer (the "Sale
Notice"). The Sale Notice shall contain an irrevocable offer to sell such
Securities to the Company (in the manner set forth below) at a purchase price
equal to the price contained in, and otherwise on the same terms and conditions
of, the Offer, and shall be accompanied by a true copy of the Offer (which shall
identify the Offeror). At any time within 30 Business Days after the date of
the receipt by the Company of the Sale Notice, the Company shall have the right
and option to commit to purchase, or to arrange for one or more third parties
designated by the Company to purchase, all of the Securities covered by the
Offer either (i) for the same consideration and on the same terms and conditions
as the Offer or (ii) if the Offer includes any consideration other than cash,
then, at the sole option of the Company, at the equivalent all cash price,
determined in good faith by a majority of the members of the Company's Board of
Directors which are not employees or Affiliates of any of the Company and its
Subsidiaries (other than by reason of being a director of any thereof), any
Original Equity Holder, any Institution, Vestar or ▇▇▇▇▇▇▇ & Marsal, and
otherwise on the same terms and conditions as the Offer. If the option referred
to in the preceding sentence is exercised, on or prior to the 60th Business Day
after the date of receipt by the Company of the Sale Notice the Company (or its
designees) shall pay the relevant cash consideration by delivering a certified
bank check or checks in (or, if the Offeree so elects at least three Business
Days prior to the closing date in a writing specifying the Offeree's bank
account and other wire transfer instructions, by wire transferring) the
appropriate amount and shall deliver the relevant non-cash consideration to the
Offeree against delivery at the principal office of the Company of certificates
representing the Securities being purchased, appropriately endorsed by the
Offeree. If at the end of the aforementioned 30 Business Day period, the
Company (or its designees) has not exercised its option in the manner set forth
above, the Offeree may during the succeeding 30 Business Day period sell not
less than all of the Securities covered by the Offer to the Offeror at a price
and on terms no less favorable to the Offeree than those contained in the Offer.
Such Offeror shall agree in a writing in form and substance reasonably
satisfactory to the Company to become a party hereto and be bound to the same
extent as the Offeree by the provisions hereof other than this Section 3.9.
Promptly after such sale, the Offeree shall notify the Company of the
consummation thereof and shall furnish such evidence of the completion and time
of completion of such sale and of the terms thereof as may reasonably be
requested by the Company. If, at the end of 30 Business Days following the
expiration of the 30 Business Day period for the Company (or its designees) to
commit to purchase the aforementioned Securities, the Offeree has not completed
the sale of such Securities as aforesaid, all the restrictions on transfer
contained herein shall again be in effect with respect to such Securities.

SECTION 4. REGISTRATION RIGHTS

4.1 DEMAND REGISTRATION.

(a) COMMON STOCK REQUEST. Upon the written request (a "COMMON
STOCK REQUEST") of any of Vestar and its Affiliates and, if Vestar and its
Affiliates shall cease to beneficially own any shares of Common Stock or if
Vestar shall give its prior written consent thereto, any Permitted Transferee of
any of Vestar and its Affiliates, at any time after the Closing Date (each of
such Persons a "REQUESTING COMMON STOCKHOLDER"), that the Company effect the
registration under the Securities Act of all or part of the shares of Common
Stock owned or to be acquired upon conversion, exercise or exchange of Common
Stock Equivalents by such Requesting Common Stockholder, the Company will use
its best efforts to effect the registration under the Securities Act of such
shares.

(b) REGISTRATION STATEMENT FORM. Registrations under this Section
4.1 shall be on such appropriate registration form of the SEC (i) as shall be
selected by the Company and (ii) as shall permit the disposition of the Common
Stock being registered in accordance with the intended method or methods of
disposition specified in the request for such registration. The Company agrees
to include in any such registration statement all information which, in the
opinion of counsel to the underwriters, the Requesting Common Stockholder and
the Company, is required to be included.

(c) EFFECTIVE REGISTRATION STATEMENT. A registration requested
pursuant to this Section 4.1 shall not be deemed to have been effected (i)
unless a registration statement with respect thereto has become effective, or
(ii) if after it has become effective, such registration is interfered with by
any stop order, injunction or other order or requirement of the SEC or other
Governmental Authority for any reason not attributable to the Requesting Common
Stockholder or any of its Affiliates and has not thereafter become effective.

(d) LIMITATIONS ON REGISTRATION ON REQUEST. Notwithstanding
anything in this Section 4.1 to the contrary, in no event will (i) the Company
be required to effect more than one registration pursuant to Section 4.1(a)
within any 360 day period, or (ii) Vestar and its Affiliates and Permitted
Transferees be entitled to more than six registrations in the aggregate pursuant
to Section 4.1(a), unless (a) such Requesting Common Stockholder agrees to pay
all of the costs and expenses of each such additional registration or (b) in the
case of clause (ii) above, either (x) a registration so requested is not
effected for a reason not attributable to the Requesting Common Stockholder or
any of its Affiliates or (y) the number of shares of Common Stock sought to be
included by such Requesting Common Stockholder in such registration is reduced
by more than 25% pursuant to the provisions of Section 4.2(b).

4.2 INCIDENTAL REGISTRATION.

(a) RIGHT TO INCLUDE COMMON STOCK AND COMMON STOCK EQUIVALENTS. If
the Company at any time proposes to register any shares of Common Stock (or
Common Stock Equivalents) under the Securities Act (except registrations on such
form(s) solely for registration of Common Stock or Common Stock Equivalents in
connection with any employee benefit plan or dividend reinvestment plan or a
business combination transaction, recapitalization or exchange offer), including
registrations pursuant to Section 4.1(a), whether or not for sale for its own
account, it will each such time as soon as practicable give written notice of
its intention to do so to all the Stockholders and their Permitted Transferees.
Upon the written request (which request shall specify the total number of shares
of Common Stock or Common Stock Equivalents intended to be disposed of by such
Stockholder or Permitted Transferee) of any Stockholder or Permitted Transferee
made within 30 days after the receipt of any such notice (15 days if the Company
gives telephonic notice with written confirmation to follow promptly thereafter,
stating that (i) such registration will be on Form S-3 and (ii) such shorter
period of time is required because of a planned filing date), the Company will
use all reasonable efforts to effect the registration under the Securities Act
of all Common Stock held or to be acquired upon conversion, exercise or exchange
of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be
registered by the Company, Common Stock Equivalents) by the Stockholders and
their Permitted Transferees which the Company has been so requested to register
for sale in the manner initially proposed by the Company; provided that the
Company shall not be obliged to register any Common Stock Equivalents which are
not of the same class, series and form as the Common Stock Equivalents proposed
to be registered by the Company. If the Company thereafter determines for any
reason not to register or to delay registration of the Common Stock or Common
Stock Equivalents (provided, however, that in the case of any registration
pursuant to Section 4.1(a), such determination shall not violate any of the
Company's obligations under Section 4.1 or any other provision of this
Agreement), the Company may, at its election, give written notice of such
determination to the Stockholders and their Permitted Transferees and (i) in the
case of a determination not to register, shall be relieved of the obligation to
register such Common Stock or Common Stock Equivalents in connection with such
registration, without prejudice, however, to any right the requesting
Stockholder may have to request that such registration be effected as a
registration under Section 4.1(a) and (ii) in the case of a determination to
delay registering, shall be permitted to delay registering any Common Stock or
Common Stock Equivalents of a Stockholder or Permitted Transferee for the same
period as the delay in registration of such other securities. No registration
effected under this Section 4.2(a) shall relieve the Company of any obligation
to effect a registration upon a Common Stock Request under Section 4.1(a).

(b) PRIORITY IN INCIDENTAL REGISTRATION. In a registration
pursuant to this Section 4.2, if the managing underwriter of such underwritten
offering shall inform the Company and the relevant Stockholders and their
Permitted Transferees by letter of its belief that the number of shares of
Common Stock or Common Stock Equivalents, as the case may be, to be included in
such registration would adversely affect its ability to effect such offering,
then the Company will be required to include in such registration only that
number of shares of Common Stock or Common Stock Equivalents, as the case may
be, which it is so advised should be included in such offering. Shares of
Common Stock or Common Stock Equivalents proposed by the Company to be
registered for issuance by the Company shall have the first priority in a
registration pursuant to Section 4.2(a) and all other shares of Common Stock or
Common Stock Equivalents to be registered (whether requested to be registered
pursuant to Section 4.1(a) or 4.2(a) or otherwise) shall be given second
priority without preference among the relevant holders. If less than all of a
Stockholder's or Permitted Transferee's shares of Common Stock or Common Stock
Equivalents are to be registered, such Stockholder's or Permitted Transferee's
shares of Common Stock or Common Stock Equivalents shall be included in the
registration pro rata based on the total number of shares of Common Stock or
Common Stock Equivalents sought to be registered by each Stockholder and
Permitted Transferee (as opposed to the Company).

(c) CUSTODY AGREEMENT AND POWER OF ATTORNEY. Upon delivering a
request under this Section 4.2, a Stockholder (excluding Vestar and its
Affiliates, but including any other Permitted Transferee of any thereof) or
Permitted Transferee will, if requested by the Company, execute and deliver a
custody agreement and power of attorney in form and substance reasonably
satisfactory to the Company with respect to such Stockholder's or Permitted
Transferee's shares of Common Stock or Common Stock Equivalents to be registered
pursuant to this Section 4.2 (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The
Custody Agreement and Power of Attorney will provide, among other things, that
the Stockholder or Permitted Transferee will deliver to and deposit in custody
with the custodian and attorney-in-fact named therein a certificate or
certificates representing such shares of Common Stock or Common Stock
Equivalents (duly endorsed in blank by the registered owner or owners thereof or
accompanied by duly executed stock powers in blank) and irrevocably appoint said
custodian and attorney-in-fact as such Stockholder's or Permitted Transferee's
agent and attorney-in-fact with full power and authority to act under the
Custody Agreement and Power of Attorney on such Stockholder's or Permitted
Transferee's behalf with respect to the matters specified therein. Such
Stockholder or Permitted Transferee also agrees to execute such other agreements
as the Company may reasonably request to further evidence the provisions of this
Section 4.2.

4.3 REGISTRATION PROCEDURES. In connection with the Company's
obligations pursuant to Sections 4.1 and 4.2 hereof, the Company will use all
reasonable efforts to effect such registration and the Company will promptly:

(a) prepare and file with the SEC as soon as practicable after
request for registration hereunder the requisite registration statement to
effect such registration and use all reasonable efforts to cause such
registration statement to become effective and to remain continuously effective
until the earlier to occur of (x) 180 days following the date on which such
registration statement is declared effective or (y) the termination of the
offering being made thereunder.

(b) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act with respect to the disposition of all
shares of Common Stock and Common Stock Equivalents, as the case may be, covered
by such registration statement until such Common Stock and Common Stock
Equivalents, as the case may be, has been sold or such lesser period of time as
the Company, any seller of such Common Stock and Common Stock Equivalents, as
the case may be, or any underwriter is required under the Securities Act to
deliver a prospectus in accordance with the intended methods of disposition by
the sellers of such Common Stock and Common Stock Equivalents, as the case may
be, set forth in such registration statement or supplement to such prospectus;

(c) furnish to each Stockholder and Permitted Transferee which owns
shares of Common Stock or Common Stock Equivalents, as the case may be, covered
by such registration statement (the "SELLING STOCKHOLDERS") and the managing
underwriter, if any, at least one executed original of the registration
statement and such number of conformed copies of such registration statement and
of each such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the Securities
Act as may reasonably be requested by such Selling Stockholder;

(d) use all reasonable efforts (i) to register or qualify all
shares of Common Stock or Common Stock Equivalents, as the case may be, covered
by such registration statement under the securities or "blue sky" laws of such
jurisdictions where an exemption is not available as the Selling Stockholders
shall reasonably request, (ii) to keep such registration or qualification in
effect for so long as such registration statement remains in effect and (iii) to
take any other action which may be reasonably necessary or advisable to enable
the Selling Stockholders to consummate the disposition in such

jurisdictions of such Common Stock and Common Stock Equivalents, as the case may
be, PROVIDED that the Company will not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified, subject itself
to taxation in any such jurisdiction or take any action which would subject it
to general service of process in any such jurisdiction;

(e) notify the Selling Stockholders and the managing underwriter,
if any, promptly, and confirm such advice in writing (i) when a prospectus or
any prospectus supplement or post-effective amendment has been filed, and, with
respect to a registration statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the SEC for amendments or
supplements to a registration statement or related prospectus or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of a registration statement or the initiation of any proceedings
for that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any of the registered
securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (v) of the happening of any event or information
becoming known which requires the making of any changes in a registration
statement or related prospectus so that such documents will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
and (vi) of the Company's reasonable determination that a post-effective
amendment to a registration statement would be appropriate;

(f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a registration statement, or the lifting
of any suspension of the qualification of any of the registered securities for
sale in any jurisdiction, at the earliest possible moment;

(g) upon the occurrence of any event contemplated by clause (e)(v)
above, prepare a supplement or post-effective amendment to the applicable
registration statement or related prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the securities being sold thereunder, such
prospectus will not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading;

(h) use its best efforts to furnish to the Selling Stockholders a
signed counterpart, addressed to the Selling Stockholders and the underwriters,
if any, of (A) an opinion of counsel for the Company, and (B) a "comfort"
letter, signed by the independent public accountants who have certified the
Company's financial statements included or incorporated by reference in such
registration statement, covering substantially

the same matters with respect to such registration statement (and the prospectus
included therein) and, in the case of the accountant's letter, with respect to
events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities (and dated the dates
such opinions and comfort letters are customarily dated) and, in the case of the
accountant's letter, such other financial matters, and in the case of the legal
opinion, such other legal matters, as the Selling Stockholders or the
underwriters may reasonably request;

(i) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to the Selling Stockholders
an earnings statement satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated thereunder no later than 90 days after
the end of any 12-month period beginning after the effective date of a
registration statement pursuant to which shares of Common Stock and Common Stock
Equivalents, as the case may be, are sold, which statement shall cover such
12-month period;

(j) cooperate with the Selling Stockholders and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing shares of Common Stock and Common Stock Equivalents,
as the case may be, to be sold; and enable such shares of Common Stock and
Common Stock Equivalents, as the case may be, to be in such denominations and
registered in such names as the Selling Stockholders or the managing
underwriters, if any, may request at least two Business Days prior to any sale
of shares of Common Stock or Common Stock Equivalents, as the case may be, to
the underwriters;

(k) use its best efforts to cause the shares of Common Stock and
Common Stock Equivalents, as the case may be, covered by the applicable
registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the Selling
Stockholder(s) or the underwriters, if any, to consummate the disposition of
such shares of Common Stock and Common Stock Equivalents, as the case may be;

(l) cause all shares or units of Common Stock or Common Stock
Equivalents, as the case may be, covered by the registration statement to be
listed on each securities exchange, if any, on which securities of such class,
series and form issued by the Company, if any, are then listed if requested by
the managing underwriters, if any, or the holders of a majority of the shares or
units of Common Stock or Common Stock Equivalents, as the case may be, covered
by the registration statement and entitled hereunder to be so listed;

(m) cooperate and assist in any filings required to be made with
the National Association of Securities Dealers, Inc.

(the "NASD") and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter" that is required
to be retained in accordance with the rules and regulations of the NASD); and

(n) as soon as practicable prior to the filing of any document
which is to be incorporated by reference into the registration statement or the
prospectus (after initial filing of the registration statement) provide copies
of such document to counsel to the Selling Stockholders and to the managing
underwriters, if any, and make the Company's representatives available for
discussion of such document and consider in good faith making such changes in
such document prior to the filing thereof as counsel for such Selling
Stockholders or underwriters may reasonably request.

The Company may require each Selling Stockholder to furnish to the
Company such information regarding such Selling Stockholder and the distribution
of such securities by such Selling Stockholder as the Company may from time to
time reasonably request in writing in order to comply with the Securities Act.

The Selling Stockholders severally agree that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 4.3(e)(ii), (iii), (iv), (v) or (vi) hereof, they will forthwith
discontinue disposition pursuant to such registration statement of any shares of
Common Stock or Common Stock Equivalents, as the case may be, covered by such
registration statement or prospectus until their receipt of the copies of the
supplemented or amended prospectus relating to such registration statement or
prospectus or until they are advised in writing by the Company that the use of
the applicable prospectus may be resumed (and the period of such discontinuance
shall be excluded from the calculation of the period specified in clause (x) of
Section 4.3(a)) and, if so directed by the Company, will deliver to the Company
(at the Company's expense, except as otherwise provided in Section 4.1(c)) all
copies, other than permanent file copies then in their possession, of the
prospectus covering such securities in effect at the time of receipt of such
notice. The Selling Stockholders agree to furnish the Company a signed
counterpart, addressed to the Company and the underwriters, if any, of an
opinion of counsel for the Selling Stockholders covering substantially the same
matters with respect to such registration statement (and the prospectus included
therein) as are customarily covered in opinions of selling stockholder's counsel
delivered to the underwriters in underwritten public offerings of securities
(and dated the dates such opinions are customarily dated) and such other legal
matters as the Company or the underwriters may reasonably request.

4.4 UNDERWRITTEN OFFERINGS.

(a) DEMAND UNDERWRITTEN OFFERINGS. In any underwritten offering
pursuant to a registration requested under Section 4.1, the Company will use its
best efforts to enter into an underwriting agreement for such offering with the
underwriters selected by the Requesting Common Stockholder, such agreement and
underwriters to be reasonably satisfactory in form and substance to the Company,
the Requesting Common Stockholder and the underwriters and to contain such
representations and warranties by the Company and such other terms as are
generally prevailing in agreements of that type. The Selling Stockholders who
hold shares of Common Stock to be distributed by such underwriters shall be
parties to such underwriting agreement and may, at their option, require that
any or all of the representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of such underwriters shall also
be made to and for the benefit of them and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to their obligations. The Company may, at its
option, require that any or all of the representations and warranties by, and
the other agreements on the part of, the Selling Stockholders to and for the
benefit of such underwriters shall also be made to and for the benefit of the
Company with due regard to the amount of Securities being sold by such Selling
Stockholder and the nature of such representations, warranties and agreements
and the underwriting.

(b) INCIDENTAL UNDERWRITTEN OFFERINGS. If the Company at any time
proposes to register any shares of its Common Stock or Common Stock Equivalents,
as the case may be, under the Securities Act as contemplated by Section 4.2 and
such Securities are to be distributed by or through one or more underwriters,
the Company and the Selling Stockholders who hold shares of Common Stock or
Common Stock Equivalents, as the case may be, to be distributed by such
underwriters in accordance with Section 4.2 hereof shall be parties to the
underwriting agreement between the Company and such underwriters and may, at
their option, require that any or all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of
such underwriters shall also be made to and for the benefit of them and that any
or all of the conditions precedent to the obligations of such underwriters under
such underwriting agreement be conditions precedent to their obligations. The
Company may, at its option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Selling Stockholders
to and for the benefit of such underwriters shall also be made to and for the
benefit of the Company with due regard to the amount of Securities being sold by
such Selling Stockholder and the nature of such representations, warranties and
agreements and the underwriting.

4.5 PREPARATION; REASONABLE INVESTIGATION. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the Selling Stockholders, the
underwriters and their respective counsels and accountants a reasonable
opportunity (but such Persons shall not have the obligation) to participate in
the preparation of such registration statement, each prospectus included therein
or filed with the SEC, and, to the extent practicable, each amendment thereof or
supplement thereto, and, subject to the execution and delivery of a customary
confidentiality agreement, will give each of them such access to its books and
records and such opportunities to discuss the business of the Company with its
officers and the independent public accountants who have certified its financial
statements as shall be necessary to conduct a reasonable investigation within
the meaning of the Securities Act.

4.6 LIMITATIONS, CONDITIONS AND QUALIFICATIONS TO OBLIGATIONS UNDER
REGISTRATION COVENANTS. The obligations of the Company to use its reasonable
efforts to cause shares of Common Stock and Common Stock Equivalents, as the
case may be, to be registered under the Securities Act are subject to each of
the following limitations, conditions and qualifications:

(a) The Company shall be entitled to postpone for a reasonable
period of time the filing or effectiveness of, or suspend the rights of Selling
Stockholders to make sales pursuant to, any registration statement otherwise
required to be prepared, filed and made and kept effective by it hereunder (but
the duration of such postponement or suspension may not exceed the earlier to
occur of (w) 30 days after the cessation of the circumstances described in
clauses (i) and (ii) below or (x) 180 days after the date of the determination
of the Board of Directors referred to below, and the duration of such
postponement or suspension shall be excluded from the calculation of the period
specified in clause (x) of Section 4.3(a)) if the Board of Directors of the
Company determines in good faith that (i) there is a material undisclosed
development in the business or affairs of the Company (including any pending or
proposed financing, recapitalization, acquisition or disposition), the
disclosure of which at such time could be adverse to the Company's interests or
(ii) the Company has filed a registration statement with the SEC, such
registration statement has not yet been declared effective, the Company is using
its reasonable best efforts to have such registration statement declared
effective, and the underwriters with respect to such registration advise that
such registration would be adversely affected. If the Company shall so delay
the filing of a registration statement, it shall, as promptly as possible,
notify the Selling Stockholders of such determination, and the Selling
Stockholders shall have the right (y) in the case of a postponement of the
filing or effectiveness of a registration statement, to withdraw the request for
registration by giving written notice to the Company within 10 Business Days
after receipt of the Company's notice or

(z) in the case of a suspension of the right to make sales, to receive an
extension of the registration period equal to the number of days of the
suspension.

(b) The Company shall not be required hereby to include shares of
Common Stock or Common Stock Equivalents, as the case may be, in a registration
statement if, in the written opinion of outside counsel to the Company of
recognized standing in securities law matters, the beneficial owners of such
Common Stock or Common Stock Equivalents, as the case may be, seeking
registration would be free to sell all of such shares of Common Stock or Common
Stock Equivalents, as the case may be, within the current calendar quarter
without registration under Rule 144 under the Securities Act.

(c) The Company's obligations shall be subject to the obligations
of the Selling Stockholders, which the Selling Stockholders acknowledge, to
furnish all information and materials and to take any and all actions as may be
required under applicable federal and state securities laws and regulations to
permit the Company to comply with all applicable requirements of the SEC and to
obtain any acceleration of the effective date of such registration statement.

(d) The Company shall not be obligated to cause any special audit
to be undertaken in connection with any registration pursuant hereto unless such
audit is requested by the underwriters with respect to such registration.

4.7 EXPENSES. Except as otherwise provided in Section 4.1(c), the
Company will pay all reasonable out-of-pocket costs and expenses incurred in
connection with each registration of Common Stock or Common Stock Equivalents,
as the case may be, pursuant to this Agreement, including, without limitation,
the reasonable fees and disbursements of a single firm of outside counsel
retained on behalf of all Selling Stockholders by Selling Stockholders which
beneficially own a majority of the total number of shares or units of Common
Stock or Common Stock Equivalents, as the case may be, being registered by
Selling Stockholders (the "MAJORITY SELLING STOCKHOLDERS"), and any and all
filing fees payable to the SEC, fees with respect to filings required to be made
with stock exchanges, the NASDAQ and the NASD, fees and expenses of compliance
with state securities or blue sky laws (including reasonable fees and
disbursements of a single firm of outside counsel for the underwriters or the
Selling Stockholders in connection with blue sky qualifications of the Common
Stock or Common Stock Equivalents, as the case may be, being registered and
determination of its eligibility for investment under the laws of such
jurisdictions as the Selling Stockholders may designate), printing expenses,
fees and disbursements of counsel and accountants of the Company, including
costs associated with comfort letters, and fees and expenses of other Persons
retained by the Company, but excluding underwriters' expenses (including
discounts, commissions or fees

of underwriters and expenses included therein, selling brokers, dealer managers
or similar securities industry professionals relating to the distribution of the
securities being registered or legal expenses of any Person other than the
Company and the Selling Stockholders) but including the fees and expenses of any
qualified independent underwriter required to participate in such registration
pursuant to applicable law or the requirements of the NASD. The Company shall,
in any event in all cases, pay its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), and the expense of securities law liability
insurance and rating agency fees, if any.

4.8 INDEMNIFICATION.

(a) INDEMNIFICATION BY THE COMPANY. In connection with any
registration pursuant hereto in which shares of Common Stock or Common Stock
Equivalents, as the case may be, are to be disposed of, the Company shall
indemnify and hold harmless, to the full extent permitted by law, each holder of
such Common Stock or Common Stock Equivalents, as the case may be, to be
disposed of and, when applicable, its officers, directors, agents and employees
and each Person who controls such holder (within the meaning of the Securities
Act or the Exchange Act) against all losses, claims, damages, liabilities and
expenses caused by any untrue or alleged untrue statement of a material fact
contained in any registration statement, prospectus or preliminary prospectus or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
including, without limitation, any loss, claim, damage, liability or expense
resulting from the failure to keep a prospectus current, except insofar as the
same (i) are caused by or contained in any information relating to such holder
furnished in writing to the Company by such holder expressly for use therein or
(ii) are caused by such holder's failure to deliver a copy of the current
prospectus simultaneously with or prior to such sale after the Company has
furnished such holder with a sufficient number of copies of such prospectus
correcting such material misstatement or omission or (iii) arise in respect of
any offers to sell or sales made during any period when a holder is required to
discontinue sales under Section 4.3(e) (and after such holder has received the
notice contemplated by Section 4.3(e)). The Company shall also indemnify
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, their officers and directors
and each person who controls such Persons (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification of
the holders of such Common Stock or Common Stock Equivalents, as the case may
be, to be disposed of, and shall enter into an indemnification agreement with
such Persons containing such terms, if requested.

(b) INDEMNIFICATION BY STOCKHOLDERS. In connection with each
registration statement effected pursuant hereto in which shares of Common Stock
or Common Stock Equivalents, as the case may be, are to be disposed of, each
Selling Stockholder shall, severally but not jointly, indemnify and hold
harmless, to the full extent permitted by law, the Company, each other Selling
Stockholder and their respective directors, officers, agents and employees and
each Person who controls the Company and each other Selling Stockholder (within
the meaning of the Securities Act or the Exchange Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue statement of
a material fact or any omission of a material fact required to be stated in such
registration statement or prospectus or preliminary prospectus or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that such untrue statement or omission relates to such Selling
Stockholder and is contained in any information furnished in writing by such
Selling Stockholder or any of its Affiliates to the Company expressly for
inclusion in such registration statement or prospectus. In no event shall the
liability of any Selling Stockholder hereunder be greater in amount than the
dollar amount of the proceeds actually received by such Selling Stockholder upon
the sale of the securities giving rise to such indemnification obligation.

(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder shall give prompt notice to the indemnifying party of
any claim with respect to which it shall seek indemnification and shall permit
such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party; PROVIDED, HOWEVER, that any
Person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (i)
the indemnifying party shall have agreed to pay such fees or expenses, or (ii)
the indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such Person or (iii) in the opinion of
outside counsel to such Person there may be one or more legal defenses available
to such Person which are different from or in addition to those available to the
indemnifying party with respect to such claims (in which case, if the Person
notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of
such Person). If such defense is not assumed by the indemnifying party, the
indemnifying party shall not be subject to any liability for any settlement made
without its consent (but such consent shall not be unreasonably withheld). No
indemnified party shall be required to consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a written

release in form and substance reasonably satisfactory to such indemnified party
from all liability in respect of such claim or litigation. An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than one firm of
counsel (and, if necessary, local counsel) for all parties indemnified by such
indemnifying party with respect to such claim, unless in the written opinion of
outside counsel to an indemnified party a conflict of interest as to the subject
matter exists between such indemnified party and another indemnified party with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the fees and expenses of additional counsel for such indemnified party.

(d) CONTRIBUTION. If for any reason the indemnification provided
for herein is unavailable to an indemnified party or is insufficient to hold it
harmless as contemplated hereby, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect not
only the relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable considerations,
provided that in no event shall the liability of any Selling Stockholder for
such contribution and indemnification exceed, in the aggregate, the dollar
amount of the proceeds received by such Selling Stockholder upon the sale of
securities giving rise to such indemnification and contribution obligation.

4.9 PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Stockholder or
Permitted Transferee may participate in any underwritten registration hereunder
unless such Stockholder or Permitted Transferee (a) agrees to sell its shares of
Common Stock or Common Stock Equivalents, as the case may be, on the basis
provided in and in compliance with any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and to comply with Rules
10b-6 and 10b-7 under the Exchange Act, and (b) completes and executes all
questionnaires, appropriate and limited powers of attorney, escrow agreements,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements; PROVIDED that all such
documents shall be consistent with the provisions hereof.

4.10 RULE 144. The Company hereby covenants that after it has filed
(and such registration statement has become effective) a registration statement
pursuant to the requirements of Section 12 of the Exchange Act or a registration
statement pursuant to the requirements of the Securities Act in respect of
Common Stock, the Company will file in a timely manner all reports required to
be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder (or, if the Company is not required to
file such

reports, it will, upon the request of any Stockholder or Permitted Transferee,
make publicly available other information so long as necessary to permit sales
by such Stockholder or Permitted Transferee under Rule 144 under the Securities
Act) and will take such further action as any Stockholder or Permitted
Transferee may reasonably request to the extent required from time to time to
enable such Stockholder or Permitted Transferee to sell shares of Common Stock
under Rule 144 under the Securities Act.

4.11 HOLDBACK AGREEMENTS.

(a) Each Stockholder and Permitted Transferee agrees that, if any
of its shares of Common Stock or Common Stock Equivalents, as the case may be,
is included in a registration statement filed by the Company in connection with
an underwritten public offering it shall not effect any public sale or
distribution of shares of Common Stock or Common Stock Equivalents, as the case
may be, during the 10 days prior to or the 180 day period beginning on the
effective date of such registration statement (except as part of such
registration) if and to the extent reasonably requested in writing (with
reasonable prior notice) by the managing underwriter of the underwritten public
offering.

(b) The Company agrees not to effect any primary public sale or
distribution of any Common Stock or Common Stock Equivalents, as the case may
be, during the 10 days prior to and the 180 day period beginning on the
effective date of any registration statement in which any Stockholder or
Permitted Transferee is participating in connection with an underwritten public
offering of Common Stock or Common Stock Equivalents, as the case may be, if and
to the extent reasonably requested in writing (with reasonable prior notice) by
the managing underwriter of the underwritten public offering.

SECTION 5. MISCELLANEOUS

5.1 ADDITIONAL SECURITIES SUBJECT TO AGREEMENT. Each Stockholder
agrees that any other Securities which it shall hereafter acquire by means of a
stock split, stock dividend, distribution or otherwise (other than pursuant to a
Public Offering) shall be subject to the provisions of this Agreement to the
same extent as if held on the date hereof.

5.2 TERMINATION. This Agreement (other than the provisions of
Section 4) shall terminate, and thereby become null and void, (A) in full on the
earliest date on which (i) the Initial Investors and their Affiliates do not own
in the aggregate at least 5% of the Common Stock outstanding on a fully diluted
basis or (ii) the aggregate number of shares of Common Stock outstanding on a
fully diluted basis which are not subject to Section 2 of this Agreement
constitute at least 50% of the

total number of shares of Common Stock outstanding on a fully diluted basis or
(iii) the tenth anniversary of the date hereof, and (B) as to any particular
Securities, on the date on which they are sold in a Public Offering or are sold
pursuant to Rule 144 under the Securities Act.

5.3 INJUNCTIVE RELIEF. The Stockholders, their Permitted
Transferees and the Company acknowledge and agree that a violation of any of the
terms of this Agreement will cause the Stockholders and Permitted Transferees
irreparable injury for which adequate remedy at law is not available.
Accordingly, it is agreed that each Stockholder and Permitted Transferee shall
be entitled to an injunction, restraining order or other equitable relief to
prevent breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court of competent jurisdiction in the
United States or any state thereof, in addition to any other remedy to which
they may be entitled at law or equity.

5.4 OTHER STOCKHOLDERS' AGREEMENTS. None of the Stockholders shall
enter into any stockholder agreement or other arrangement of any kind with any
Person with respect to Securities which is inconsistent with the provisions of
this Agreement or which may impair its ability to comply with this Agreement.

5.5 AMENDMENTS. This Agreement may be amended only by a written
instrument signed (a) by Vestar, so long as it (or its Affiliates) owns
Securities and by ▇▇▇▇▇▇▇ & Marsal, so long as it (or its Affiliates) owns
Securities, and (b) by Stockholders (other than Vestar, ▇▇▇▇▇▇▇ & Marsal and
their Affiliates) which own on a fully diluted basis Securities representing at
least a majority of the voting power represented by all Securities outstanding
on a fully diluted basis and owned by all Stockholders (other than Vestar,
▇▇▇▇▇▇▇ & Marsal and their Affiliates); provided, however, that any amendment
which adversely affects the Company or imposes an additional obligation thereon
must be approved in writing by the Company.

5.6 SUCCESSORS, ASSIGNS AND TRANSFEREES. The provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their Permitted Transferees and their respective successors, each of
which Permitted Transferees shall agree in a writing in form and substance
reasonably satisfactory to the Company to become a party hereto and be bound to
the same extent as its transferor hereby, PROVIDED that no Stockholder may
assign to any Permitted Transferee any of its rights hereunder other than in
connection with a Transfer to such Permitted Transferee of Securities in
accordance with the provisions of this Agreement.

5.7 NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly

provided herein, shall be deemed to have been duly given or made when delivered
by hand, or three days after being delivered to a recognized courier (whose
stated terms of delivery are three days or less to the destination of such
notice), or five days after being deposited in the mail or, in the case of
telecopy notice, when received, addressed as follows to the parties hereto, or
to such other address as may be hereafter notified by the respective parties
hereto:

if to the Company, to:

c/o Bidermann Industries U.S.A., Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

if to Vestar, to:

Vestar Capital Partners III, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

if to ▇▇▇▇▇▇▇ & Marsal, to:

▇▇▇▇▇▇▇ & Marsal, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇▇▇ & ▇▇▇
One Glenhardie
Corporate Center
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇. ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

if to the Institutions, to
them at the addresses or telecopy
numbers set forth in the books and records of the Company

with a copy to:

Weil, Gotshal & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

if to the Management Investors, to them at the addresses
or telecopy numbers set forth in the books and records of
the Company

if to the Original Equity Holders, to them at the addresses
or telecopy numbers set forth in the books and records of
the Company.

5.8 INTEGRATION. This Agreement and the documents referred to
herein or delivered pursuant hereto, including the Stock Subscription
Agreements, contain the entire understanding of the parties with respect to the
subject matter hereof and thereof. There are no agreements, representations,
warranties, covenants or undertakings with respect to the subject matter hereof
and thereof other than those expressly set forth herein and therein. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.

5.9 SEVERABILITY. If one or more of the provisions, paragraphs,
words, clauses, phrases or sentences contained herein, or the application
thereof in any circumstances, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such
provision, paragraph, word, clause, phrase or sentence in every other respect
and of the remaining provisions, paragraphs, words, clauses, phrases or
sentences hereof shall not be in any way impaired, it being intended that all
rights, powers and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.

5.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and by different parties on separate counterparts each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.

5.11 GOVERNING LAW, ETC.. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without regard to the conflicts of law principles thereof, except for matters
directly within the purview of the General Corporation Law of the State of
Delaware

(the "DGCL"), which shall be governed by the DGCL. The parties executing this
Agreement hereby (i) agree to submit to the non-exclusive jurisdiction of the
federal and state courts located in State of New York in any action or
proceeding arising out of or relating to this Agreement, (ii) waive any
objection to the laying of venue of any actions or proceedings brought in any
such court and any claim that such actions or proceedings have been brought in
an inconvenient forum, and (iii) agree that service of any process, summons,
notice or document by U.S. registered mail to the address for such party
specified in Section 5.7 shall be effective service of process for any action or
proceeding in New York with respect to any matter specified above.

5.12 ADDITIONAL MANAGEMENT INVESTORS. Each person who becomes party
to a Management Stock Subscription Agreement or Non-Qualified Stock Option
Subscription Agreement after the date hereof shall become a party hereto and
shall be bound hereby. The Company shall not issue any securities to an
employee or Independent Director of the Company or any of its Subsidiaries
unless he or she enters into a supplementary agreement with the Company agreeing
to be bound by the terms hereof in the same manner as the other Management
Investors. Each such supplementary agreement shall become effective upon its
execution by the Company and the additional Management Investor, and it shall
not require the signature or consent of any other party hereto. Such
supplementary agreement may modify some of the terms hereof as they effect the
additional Management Investor, provided that the modified terms shall be no
more favorable to the other parties hereto than the terms set forth herein.

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or
caused this Agreement to be executed on its behalf as of the date first written
above.

BIDERMANN INDUSTRIES U.S.A., INC.

By:
--------------------------------------
Title:

VESTAR CAPITAL PARTNERS III, L.P.

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

By: Vestar Associates Corporation
III, its General Partner

By:
--------------------------------------
Name:
Title: Managing Director

▇▇▇▇▇▇▇ & MARSAL, INC.

By:
--------------------------------------
Name:
Title:

INSTITUTIONS */
-

[NAME]

By:
--------------------------------------
Name:
Title:

[NAME]

By:
--------------------------------------
Name:
Title:

[NAME]

By:
--------------------------------------
Name:
Title:

[NAME]

By:
--------------------------------------
Name:
Title:

MANAGEMENT INVESTORS:

-----------------------------------------
Name:

----------------------------------------
Name:

------------------
*/ Only to the extent that any Institution exercises its right to purchase
- capital stock of the Company at the Closing.

ORIGINAL EQUITY HOLDERS:

[NAME]

By:
--------------------------------------
Name:
Title:

[NAME]

By:
--------------------------------------
Name:
Title:

[NAME]

By:
--------------------------------------
Name:
Title:

have received from Vestar (as a Purchaser, the New Class B Preferred Stock Guarantor and the New BIUSA Common Stock Guarantor) and/or A&M (as a Purchaser and the Management Investor Guarantor) and/or the other New Equity Investors aggregate Cash...

Document Metadata

Document Metadata

Table of Contents