Management Agreement

MANAGEMENT AGREEMENT


This Management Agreement (this "Agreement") is made as of November 3, 1998 among Anvil Knitwear, Inc., a Delaware corporation ("Anvil"), Anvil Holdings, Inc., a Delaware corporation ("Holdings"), Cottontops, Inc., a Delaware corporation ("Cottontops", and together with Anvil, Holdings, and any subsidiary hereinafter formed of any of them, the "Companies"), Bruckmann, Rosser, Sherrill & Co., Inc., a Delaware corporation (the "Consultant").


WHEREAS, BRS, by and through its officers, employees, agents, representatives and affiliates, has expertise in the areas of corporate management, finance, investment, acquisitions and other matters relating to the business of the Companies; and


WHEREAS, each of the Companies desires to avail themselves, for the term of this Agreement, of the expertise of the Consultant in the aforesaid areas (in which it acknowledges the expertise of the Consultant) in the manner set forth herein;


NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions herein set forth, the parties hereto agree as follows:


1. Appointment. Each of the Companies hereby appoints the Consultant to render the advisory and consulting services described in Paragraph 2 hereof for the term of this Agreement.


2. Services of the Consultant. The Consultant hereby agrees that during the term of this Agreement, it shall render to the Companies by and through its officers, employees, agents, representatives and affiliates as the Consultant, in its sole discretion, shall designate from time to time, advisory and consulting services in relation to the affairs of the Companies in connection with strategic financial planning, and other services not referred to in the next sentence including, without limitation, advisory and consulting services in relation to the selection, supervision and retention of independent auditors, the selection, retention and supervision of outside legal counsel, and the selection, retention and supervision of investment bankers or other financial advisors or consultants. It is expressly agreed that the services to be performed under this Paragraph 2 shall not include investment banking or other financial advisory services rendered by the Consultant to the Companies in connection with acquisitions and divestitures by any of the Companies, refinancings, initial public offerings, sales of stock by the Company, or a transaction that constitutes a Sale of the Company under that certain Stockholders Agreement, dated as of March 14, 1997, by and among Holdings, an affiliate of the Consultant, and certain other parties (the "Stockholders Agreement"); if any such services are rendered, the Consultant shall be entitled to receive additional compensation for such services.


3. Fees. In consideration of the services contemplated by Paragraph 2, the Companies and their successors agree to pay, semi-annually in advance (on March 15 and September 15 of each year), an aggregate per annum fee (the "Fee") equal to $250,000 to the


Consultant, effective as of March 15, 1997 (with the March 15, 1997, September 15, 1997, and March 15, 1998 payments (for a total of $375,000) due and payable on the date hereof and the September 15, 1998 payment due and payable on the first day of the 1999 fiscal year). The Fee shall be paid in cash (including check, bank draft, money order or wire transfer of immediately available funds).


4. Reimbursements. In addition to the Fee, the Companies shall, at the direction of the Consultant, pay directly or reimburse the Consultant for its reasonable Out-of-Pocket Expenses incurred in connection with the services provided for in Paragraph 2 hereof. For the purposes of this Agreement, the term "Out-of-Pocket Expenses" shall mean the amounts paid by the Consultant in connection with the services provided for in Paragraph 2, including reasonable (i) fees and disbursements of any independent professionals and organizations, including independent auditors and outside legal counsel, investment bankers or other financial advisors or consultants, (ii) costs of any outside services or independent contractors such as financial printers, couriers, business publication or similar services and (iii) transportation, per diem, telephone calls, word processing expenses or any similar expense not associated with its ordinary operations. All reimbursements for Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable after presentation by the Consultant to the Companies an ...