NOTE AGREEMENT, dated as of July 2, 2003, among Casual Male Retail Group, Inc., a Delaware corporation (the “
Company ”), certain subsidiaries of the Company (each a “ Guarantor ”) and the Initial Purchasers identified on the signature
The Company has duly authorized the creation of an issue of 12% Senior Subordinated Notes due 2010 (the “
Securities ”) contemplated to be acquired by the Initial Purchasers net of commission at a price to the Initial Purchasers equal to
96.5% of the principal amount of such Securities.
Each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the
Holders of the Securities.
SECTION 1.01. Definitions .
“ Acquired Indebtedness ” means Indebtedness of a Person or any of its Restricted Subsidiaries existing at the time
such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with the Company or any
of its Subsidiaries or is assumed in connection with the acquisition of assets from such Person and not incurred by such Person
in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or
such acquisition, merger or consolidation.
An “ Affiliate ” of a Person means a Person who directly or indirectly through one or more intermediaries controls, or
is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.
“ Affiliate Transaction ” has the meaning set forth in Section 4.10.
“ Asset Acquisition ” means
(a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to
which such Person shall become a Restricted