June ___, 2007
▇▇▇▇▇▇ Group Acquisitions, LLC
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated
as of June 1, 2007 (as amended, modified or supplemented from time to time, the
"MERGER AGREEMENT"), by and among Everlast Worldwide, Inc., a Delaware
corporation (the "COMPANY"), ▇▇▇▇▇▇ Group Acquisitions, LLC, a Delaware limited
liability company ("PARENT"), and ▇▇▇▇▇▇ Group Acquisitions, Inc., a Delaware
corporation ("MERGER SUB"). Capitalized terms used in this letter (this "EQUITY
COMMITMENT LETTER") and not defined herein have the meanings ascribed to such
terms in the Merger Agreement.
Please be advised that subject only to the prior or simultaneous
closing of the Merger in accordance with the terms of the Merger Agreement
without waiver, modification or amendment of any terms or conditions thereof
(other than waivers, modifications or amendments consented to by The ▇▇▇▇▇▇
Group, LLC ("▇▇▇▇▇▇")), the undersigned (the "EQUITY INVESTOR") hereby
undertakes to provide, or cause to be provided, to Parent, an aggregate amount
up to $[?] as set forth opposite such Equity Investor's name on SCHEDULE I
hereto (the "EQUITY COMMITMENT AMOUNT"), such Equity Commitment Amount to be
paid by Parent at Closing as described in, and pursuant to, the Merger
Agreement. Notwithstanding anything to the contrary herein, the Equity Investor
shall not be obligated to provide to Parent any amount in excess of its Equity
Commitment Amount.
Each of Parent and the Equity Investor (and any other person who shall
receive a copy hereof as permitted hereunder) shall keep confidential this
Equity Commitment Letter and all information obtained by it in connection with
this Equity Commitment Letter, and will use such information solely in
connection with the transactions contemplated hereby. Notwithstanding the
foregoing, (a) Parent and the Equity Investor may disclose this Equity
Commitment Letter and its terms and conditions to any of such party's officers,
directors, advisors, employees or financing sources who are involved in the
contemplated transaction and (b) Parent may provide a copy of this Equity
Commitment Letter to the Company and its representatives, in each case only if
such persons are instructed to maintain the confidentiality of this Equity
Commitment Letter in accordance herewith.
No (a) direct or indirect holder of any equity interests or securities
of any party hereto (whether such holder is a limited or general partner,
member, stockholder or otherwise), (b) Affiliate of any party hereto or
(c) director, officer, employee, partner, representative or agent of any party
hereto or of any person or entity referenced in the foregoing clauses (a) or (b)
(collectively, the "PARTY AFFILIATES") shall have any liability or obligation of
any nature whatsoever in connection with or under this Equity Commitment Letter
or the transactions contemplated hereby, whether by the enforcement of any
assessment or by any legal or equitable
proceedings, or by virtue of any statute, regulation or other applicable Law,
and each party hereto hereby waives and releases all claims against such Party
Affiliates related to such liability or obligation.
This Equity Commitment Letter and the Equity Investor's commitment
hereunder shall not be assignable by Parent to any other person (as defined in
the Merger Agreement) without the prior written consent of the Equity Investor,
and any attempted assignment without such consent shall be void. This Equity
Commitment Letter shall not be assignable by the Equity Investor to any person,
other than an Affiliate (other than portfolio companies) of such Equity
Investor, without the prior written consent of the Company and any attempted
assignment without such consent shall be void. This Equity Commitment Letter is
delivered to Parent and the Company in connection with the Merger Agreement, and
the Equity Investor acknowledges that the Company has entered into the Merger
Agreement in reliance upon, among other things, the Equity Investor's commitment
set forth herein.
This Equity Commitment Letter may be executed in any number of
counterparts, including by facsimile transmission, each of which shall be an
original and all of which, when taken together, shall constitute one agreement.
This Equity Commitment Letter sets forth the entire understanding of the parties
with respect to the subject matter hereof and supersedes any prior or
contemporaneous understandings with respect thereto, written or oral. This
Equity Commitment Letter is intended to be solely for the benefit of the
addressee and the parties hereto and is not intended to confer any benefits
upon, or create any rights in favor of, any person other than the addressee and
the parties hereto.
This Equity Commitment Letter will automatically terminate and cease to
be of any further force or effect upon the earlier to occur of (a) the
termination of the Merger Agreement in accordance with its terms, and (b) the
consummation of the Closing. This Equity Commitment Letter shall be governed by
the laws of the State of New York, without regard to the principles of
conflicts of laws thereof that would cause the application of the laws of
another jurisdiction.
[Signature page follows.]
Very truly yours,
[ ]
By:
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Name:
Title:
Accepted and Agreed to as of
the date first above written:
▇▇▇▇▇▇ GROUP ACQUISITIONS, LLC
By:
--------------------------------
Name:
Title:
SCHEDULE I
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INVESTOR PERCENT AMOUNT
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[ ]
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