RECITALS:Employment Agreement • September 18th, 2003 • Coach Inc • Leather & leather products • New York
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 16th, 2004 • Coach Inc • Leather & leather products
AMONGStock Purchase Agreement • May 12th, 2005 • Coach Inc • Leather & leather products • New York
COACH 2000 Stock Incentive Plan Stock Option Grant Notice and AgreementCoach Inc • August 16th, 2005 • Leather & leather products • New York
TAPESTRY, INC. (a Maryland corporation) $500,000,000 3.050% Senior Notes due 2032 UNDERWRITING AGREEMENT Dated: November 16, 2021Underwriting Agreement • November 17th, 2021 • Tapestry, Inc. • Leather & leather products • New York
Tapestry, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective principal amounts set forth in such Schedule A of the Company’s 3.050% Senior Notes due 2032 (the “Notes”). BofA Securities, Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
RECITALS:Employment Agreement • February 9th, 2006 • Coach Inc • Leather & leather products • New York
REVOLVING NOTECoach Inc • August 28th, 2000 • Leather & leather products • Delaware
COACH 2000 STOCK INCENTIVE PLAN EXTENSION OPTION GRANT NOTICE AND AGREEMENTLetter Agreement • September 9th, 2005 • Coach Inc • Leather & leather products • New York
RECITALS:Employment Agreement • September 18th, 2003 • Coach Inc • Leather & leather products • New York
Coach, Inc. andRights Agreement • September 9th, 2005 • Coach Inc • Leather & leather products • New York
Coach, Inc. andRights Agreement • February 3rd, 2005 • Coach Inc • Leather & leather products • New York
by and amongTax Sharing Agreement • August 28th, 2000 • Coach Inc • Leather & leather products • Illinois
190,000,000 Chicago, Illinois Dated as of: October __, 2000 FOR VALUE RECEIVED, the undersigned, COACH, INC., a Maryland corporation (the "BORROWER"), promises to pay to the order of INTERNATIONAL AFFILIATES & INVESTMENT INC., a Delaware corporation...Coach Inc • August 28th, 2000 • Leather & leather products • Delaware
RECITALS:Separation and Release Agreement • February 9th, 2006 • Coach Inc • Leather & leather products • New York
Form of Employee Matters Agreement betweenEmployee Matters Agreement • September 15th, 2000 • Coach Inc • Leather & leather products • Illinois
CREDIT AGREEMENT dated as of May 30, 2017 among COACH, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A. and HSBC BANK USA, NATIONAL ASSOCIATION, as...Credit Agreement • May 31st, 2017 • Coach Inc • Leather & leather products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of May 30, 2017, among COACH, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 10th, 2023 • Tapestry, Inc. • Leather & leather products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 10, 2023, is by and among Tapestry, Inc., a Maryland corporation (“Parent”), Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares with BVI company number 2129509 incorporated under the laws of the territory of the British Virgin Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and Capri Holdings Limited, a British Virgin Islands business company limited by shares with BVI company number 524407 incorporated under the laws of the territory of the British Virgin Islands (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
COACH, INC. (a Maryland corporation) $600,000,000 4.250% Notes due 2025 UNDERWRITING AGREEMENT Dated: February 23, 2015 COACH, INC. (a Maryland corporation) $600,000,000 4.250% Notes due 2025Underwriting Agreement • February 24th, 2015 • Coach Inc • Leather & leather products • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 1st, 2023 • Tapestry, Inc. • Leather & leather products • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of August 30, 2023 (this “Amendment”), is entered into among TAPESTRY, INC., a Maryland corporation (the “Company”), each of the Lenders signatory hereto as an “Existing Lender” (collectively, the “Existing Lenders”), the Persons signatory hereto as a “New Lender” (collectively, the “New Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) under the Credit Agreement, dated as of May 11, 2022 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers party thereto, the Lenders thereto and the Administrative Agent.
betweenMaster Separation Agreement • August 28th, 2000 • Coach Inc • Leather & leather products • Illinois
TAPESTRY, INC. as the Company and U.S. BANK NATIONAL ASSOCIATION as the TrusteeTapestry, Inc. • November 27th, 2023 • Leather & leather products • New York
INDENTURE, dated as of December 1, 2021, between Tapestry, Inc., a Maryland corporation as the Company (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
Exhibit 2.3 GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENTGeneral Assignment and Assumption Agreement • August 28th, 2000 • Coach Inc • Leather & leather products • Illinois
ARTICLE II INSURANCE MATTERS..........................................................10 Section 2.1 Coach Insurance Coverage During the Insurance Transition Period..................10 Section 2.2 Cooperation; Payment of Insurance Proceeds to Coach;...Indemnification and Insurance Matters Agreement • August 28th, 2000 • Coach Inc • Leather & leather products • Illinois
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 13th, 2020 • Tapestry, Inc. • Leather & leather products • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 19, 2020 (this “Amendment”), is entered into among TAPESTRY, INC., a Maryland corporation (the “Company”), the Lenders signatory hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) under the Credit Agreement, dated as of October 24, 2019 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers party thereto, the Lenders thereto and the Administrative Agent.
CREDIT AGREEMENT dated as of June 18, 2012 among COACH, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent HSBC BANK USA, NATIONAL ASSOCIATION as Syndication Agent and TD Bank,...Credit Agreement • August 22nd, 2012 • Coach Inc • Leather & leather products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of June 18, 2012 among COACH, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and TD Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents.
Exhibit 2.6 MASTER TRANSITIONAL SERVICES AGREEMENTMaster Transitional Services Agreement • August 28th, 2000 • Coach Inc • Leather & leather products • Illinois
AMENDMENT AND RESTATEMENT AGREEMENT Dated as of March 18, 2015Credit Agreement • May 6th, 2015 • Coach Inc • Leather & leather products • New York
THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is made as of March 18, 2015 by and among Coach, Inc., a Maryland corporation (the “Company”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under that certain Credit Agreement dated as of June 18, 2012 by and among the Company, the Foreign Subsidiary Borrowers from time to time party thereto (together with the Company, the “Borrowers”), the Lenders and the Administrative Agent (as amended by Amendment No. 1 dated March 26, 2013, Amendment No. 2 dated November 27, 2013 and Amendment No. 3 dated September 9, 2014 and as in effect on the date hereof prior to giving effect to this Agreement, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Restated Credit Agreement (as defined below).
betweenReal Estate Matters Agreement • August 28th, 2000 • Coach Inc • Leather & leather products • Illinois
TAPESTRY, INC. as the Company and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as the Trustee IndentureTapestry, Inc. • February 1st, 2024 • Leather & leather products • New York
INDENTURE, dated as of , between Tapestry, Inc., a Maryland corporation, as the Company (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
TERM LOAN CREDIT AGREEMENT dated as of August 30, 2023, among TAPESTRY, INC. The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent and JPMORGAN CHASE BANK, N.A. and HSBC BANK...Credit Agreement • September 1st, 2023 • Tapestry, Inc. • Leather & leather products • New York
TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of August, [30], 2023, among TAPESTRY, INC., the LENDERS from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
CREDIT AGREEMENT dated as of May 11, 2022 among TAPESTRY, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A. and HSBC BANK USA, N.A., as Co-Syndication...Credit Agreement • May 12th, 2022 • Tapestry, Inc. • Leather & leather products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of May 11, 2022, among TAPESTRY, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
1 EXHIBIT 2.4 Employee Matters AgreementMatters Agreement • November 14th, 2000 • Coach Inc • Leather & leather products • Illinois
betweenConfidentiality Agreement • August 28th, 2000 • Coach Inc • Leather & leather products • Florida
TOLease • November 9th, 2016 • Coach Inc • Leather & leather products • New York
LEASE, dated as of August 1, 2016 (the “Effective Date”), between LEGACY YARDS TENANT LP (“Landlord”), a Delaware limited partnership whose address is c/o Related Companies, 60 Columbus Circle, New York, New York 10023 and COACH, INC. (“Tenant”), a Delaware corporation whose address is 516 West 34th Street, New York, New York 10001.
Exhibit 2.10 LEASE INDEMNIFICATION AND REIMBURSEMENT AGREEMENTAnd Reimbursement Agreement • August 28th, 2000 • Coach Inc • Leather & leather products • Illinois
This Lease Indemnification and Reimbursement Agreement (this "Agreement"), is dated as of August 24, 2000, between Sara Lee Corporation ("Sara Lee"), a Maryland corporation, and Coach, Inc. ("Coach"), a Maryland corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VI hereof.
