EXHIBIT 10.19Employment Agreement • May 15th, 2007 • Verrazano,inc. • Wholesale-apparel, piece goods & notions • New York
RAFAELLA APPAREL GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2006 • Verrazano,inc. • New York
Rafaella Apparel Group, Inc., a Delaware corporation (the “Company”) is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated June 13, 2005, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $172,000,000 aggregate principal amount at maturity of 11 1/4% Senior Secured Notes due 2011 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and each of the Subsidiary Guarantors (as defined below), agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
RAFAELLA APPAREL GROUP, INC. 11¼% Senior Secured Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • November 1st, 2006 • Verrazano,inc. • New York
Rafaella Apparel Group, Inc., a Delaware corporation (the “Company”) and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:
HSBC BANK USA, NATIONAL ASSOCIATION (AS AGENT AND AS LENDER)Financing Agreement • November 1st, 2006 • Verrazano,inc. • New York
Financing Agreement dated June 20, 2005 among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (the “Borrower”), Verrazano, Inc., a New York corporation (“Verrazano”), each other subsidiary of the Borrower which becomes a guarantor of the obligations hereunder from time to time (collectively with Verrazano, the “Guarantors”; each a “Guarantor”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”) and the other financial institutions which are now or which hereafter become a party hereto (each a “Lender” and collectively, the “Lenders”) and HSBC, as agent for the Lenders (in such capacity, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2006 • Verrazano,inc. • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of June 23, 2006 between Rafaella Apparel Group, Inc. (the “Company”) and Rosemary Mancino (the “Employee”) (together, the “Parties”).
CONSULTING AGREEMENT AND GENERAL RELEASEConsulting Agreement and General Release • November 1st, 2006 • Verrazano,inc. • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of this 24th day of April, 2006, by and between (the “Company”) and Glenn S. Palmer (the “Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2006 • Verrazano,inc. • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of April 24, 2006 between Rafaella Apparel Group, Inc. (the “Company”) and Christa Michalaros (the “Executive”) (together, the “Parties”).
RAFAELLA APPAREL GROUP, INC. STOCKHOLDERS’ AGREEMENT Dated as of June 20, 2005Stockholders’ Agreement • November 1st, 2006 • Verrazano,inc. • New York
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2005, by and among Rafaella Apparel Group, Inc., a Delaware corporation (formerly known as Rafaella Corporation) (the “Company”), RA Cerberus Acquisition, LLC (“Cerberus”) and Rafaella Sportswear, Inc. (“Rafaella” and, together with Cerberus, the “Stockholders”) and each of the principals of Rafaella named on Schedule 1 hereto (each, a “Principal” and, collectively, the “Principals”).
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RAFAELLA APPAREL GROUP, INC. AND CHAD J. SPOONEREmployment Agreement • November 1st, 2006 • Verrazano,inc.
This amendment dated as of July 11, 2006 (the “Amendment”) amends that certain Employment Agreement by and between Rafaella Apparel Group, Inc. (the “Company”) and Chad J. Spooner (the “Executive”) dated as of June 20, 2005 (the “Employment Agreement”), effective as of July 1, 2006.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2006 • Verrazano,inc. • New York
THIS AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT, is entered into as of May 27, 2005 (this “Amendment”), by and among RA Cerberus Acquisition, LLC, a Delaware limited liability company (“Purchaser”), Rafaella Sportswear, Inc., a Delaware corporation (“Rafaella”), Verrazano, Inc., a New York corporation and wholly-owned subsidiary of Rafaella (“Verrazano”), Ronald Frankel and Rafaella Apparel Group, Inc. (formerly known as Rafaella Corporation), a Delaware corporation and wholly-owned subsidiary of Rafaella (“Corporation”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meanings given them in the Purchase Agreement (defined below).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2006 • Verrazano,inc.
This Amendment to the Employment Agreement by and between Rafaella Apparel Group, Inc. (the “Company”) and Nichole Voterwas (the “Employee”) dated as of May 1, 2006 (the “Employment Agreement”) is entered into this 20th day of June, 2006 by and between the Company and the Employee. All capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Employment Agreement.
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • November 1st, 2006 • Verrazano,inc.
This DEPOSIT ACCOUNT CONTROL AGREEMENT (this “Agreement”) is entered into as of June 20, 2005, among HSBC Bank USA, National Association, as Agent pursuant to a certain Financing Agreement (as defined herein) (the “Secured Party”), The Bank of New York, as Collateral Agent pursuant to a certain Second Lien Security Agreement (as defined herein) (the “Collateral Agent”), Rafaella Apparel Group, Inc. (the “Debtor”), and HSBC Bank USA, National Association (the “Bank”).
HSBC CONTINUING INDEMNITY AGREEMENT Between RAFAELLA APPAREL GROUP, INC. and HSBC Bank USA, National Association Date June 20, 2005Continuing Indemnity Agreement • November 1st, 2006 • Verrazano,inc. • New York
In connection with the issuance of Air Releases and Steamship Guarantees (Indemnity) by HSBC Bank USA, National Association (Bank), pursuant to the Financing Agreement (as defined below) covering the shipment of Goods (Shipment), Applicant agrees as follows:
CONTRIBUTION AGREEMENT by and between RAFAELLA SPORTSWEAR, INC. and RAFAELLA APPAREL GROUP, INC. Dated June 20, 2005Contribution Agreement • November 1st, 2006 • Verrazano,inc. • New York
This CONTRIBUTION AGREEMENT, dated June 20, 2005 (this “Agreement”), is by and between Rafaella Sportswear, Inc., a Delaware corporation (“Rafaella”), and Rafaella Apparel Group, Inc., a Delaware corporation (formerly known as Rafaella Corporation) (“Corporation”).
PLEDGE AGREEMENTPledge Agreement • November 1st, 2006 • Verrazano,inc. • New York
This Pledge Agreement (this “Agreement”) dated as of June 20, 2005 between HSBC BANK USA, N.A., having an office at 452 Fifth Avenue, New York, New York 10018, as agent for Lenders (as defined below) (in such capacity, “Agent”) and RAFAELLA APPAREL GROUP, INC., a Delaware corporation having an office at 1411 Broadway, New York, New York 10018 (“Pledgor”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2006 • Verrazano,inc. • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of June 20, 2005 between Rafaella Apparel Group, Inc. (the “Company”) and Chad J. Spooner (the “Executive”) (together, the “Parties”).
SECOND LIEN SECURITY AGREEMENT Dated as of June 20, 2005 from The Grantors referred to herein as Grantors to THE BANK OF NEW YORK as Collateral AgentSecond Lien Security Agreement • November 1st, 2006 • Verrazano,inc. • New York
SECURITIES PURCHASE AGREEMENT by and among RA CERBERUS ACQUISITION, LLC; RAFAELLA SPORTSWEAR, INC.; VERRAZANO, INC.; RONALD FRANKEL; and RAFAELLA CORPORATION Dated as of April 15, 2005Securities Purchase Agreement • November 1st, 2006 • Verrazano,inc. • New York
SECURITIES PURCHASE AGREEMENT dated as of April 15, 2005 (this “Agreement”), by and among RA Cerberus Acquisition, LLC, a Delaware limited liability company (“Purchaser”), Rafaella Sportswear, Inc., a Delaware corporation (“Rafaella”), Verrazano, Inc., a New York corporation and wholly-owned subsidiary of Rafaella (“Verrazano”), Ronald Frankel and Rafaella Corporation, a Delaware corporation and wholly-owned subsidiary of Rafaella (“Corporation”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 1st, 2006 • Verrazano,inc. • New York
This Intercreditor Agreement (this “Agreement”) dated as of June 20, 2005 among HSBC BANK USA, NATIONAL ASSOCIATION as agent for Lenders (as defined below) (in such capacity, “Agent”), THE BANK OF NEW YORK, as Trustee and as Collateral Agent (“Subordinated Lienholder”), RAFAELLA APPAREL GROUP, INC., a Delaware corporation (“Rafaella”), and VERRAZANO, INC, a New York corporation (“Verrazano”).
RAFAELLA APPAREL GROUP, INC., as Issuer, THE GUARANTORS NAMED THEREIN and THE BANK OF NEW YORK, as Trustee and as Collateral Agent First Supplemental Indenture Dated as of July 12, 2006 to Indenture Dated as of June 20, 2005First Supplemental Indenture • November 1st, 2006 • Verrazano,inc. • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of July 12, 2006 (this “First Supplemental Indenture”), by and among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture (as hereinafter defined)) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
REDEMPTION AGREEMENTRedemption Agreement • November 1st, 2006 • Verrazano,inc. • New York
This Redemption Agreement, dated as of June 20, 2005 (this “Agreement”), is by and among Rafaella Sportswear, Inc., a Delaware corporation (the “Seller”), Rafaella Apparel Group, Inc., a Delaware corporation (formerly known as Rafaella Corporation) (the “Company”) and RA Cerberus Acquisition, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms not defined herein shall have the meaning as set forth in the Purchase Agreement (as defined below).
GMAC COMMERCIAL FINANCE LLC FACTORING AGREEMENTVerrazano,inc. • November 1st, 2006 • New York
Effective as of June 20, 2005 GMAC COMMERCIAL FINANCE LLC and Rafaella Apparel Group, Inc. agree that Factor shall act as Client’s sole factor upon the following terms and conditions:
CONTINUING LETTER OF CREDIT AGREEMENTCredit Agreement • November 1st, 2006 • Verrazano,inc. • New York
Unless otherwise agreed in writing, the following Terms and Conditions shall apply to our application for and your issuance of each letter of credit on our behalf, including amendments or modifications thereto. Each such letter of credit shall hereinafter be referred to as the “Credit”. These Terms and Conditions are being entered into in connection with the Financing Agreement dated the date hereof among us, Verrazano, Inc, any of our other subsidiaries that become guarantors of our obligations thereunder from time to time, you and the other lenders now or hereafter a party thereto, and you, as agent for such lenders (as amended, restated, modified or supplemented from time to time, the “Financing Agreement”). Defined terms used in these Terms and Conditions but not defined herein shall have the meanings specified in the Financing Agreement. If any provision of these Terms and Conditions is inconsistent with any provision of the Financing Agreement or any security agreement delivered
ESCROW AGREEMENTEscrow Agreement • November 1st, 2006 • Verrazano,inc. • New York
THIS ESCROW AGREEMENT, dated as of June 20, 2005 (the “Escrow Agreement”), is by and among RA Cerberus Acquisition, LLC, a Delaware limited liability company (the “Purchaser”), Rafaella Apparel Group, Inc. a Delaware corporation (formerly known as Rafaella Corporation) (“Corporation”), Rafaella Sportswear, Inc., a Delaware corporation (“Rafaella”), Ronald Frankel (“Frankel”) and JPMorgan Chase Bank, N.A., as Escrow Agent and securities intermediary hereunder (the “Escrow Agent”).
TRADEMARK COLLATERAL SECURITY AGREEMENTTrademark Collateral Security Agreement • November 1st, 2006 • Verrazano,inc. • New York
THIS AGREEMENT is made on the 20 day of June, 2005, by and between RAFAELLA APPAREL GROUP, INC., a Delaware corporation having a mailing address at 1411 Broadway, New York, New York 10018 (“Borrower”) and HSBC BANK USA, NATIONAL ASSOCIATION, as agent for Lenders (as defined below) having a mailing address at 452 Fifth Avenue, New York, New York 10018 (“Agent”).
INDENTURE, Dated as of June 20, 2005, among RAFAELLA APPAREL GROUP, INC. as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, and THE BANK OF NEW YORK as Trustee and as Collateral Agent 11 1/4% SENIOR SECURED NOTES DUE 2011Indenture • November 1st, 2006 • Verrazano,inc. • New York
INDENTURE, dated as of June 20, 2005, among Rafaella Apparel Group, Inc., a Delaware corporation, (the “Issuer”), the Guarantors (as herein defined) and The Bank of New York, a New York banking corporation, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
