THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 15, 2018 among MICHAEL KORS (USA), INC. MICHAEL KORS HOLDINGS LIMITED The Foreign Subsidiary Borrowers Party Hereto The Guarantors Party Hereto The Lenders Party Hereto JPMORGAN CHASE...Credit Agreement • November 16th, 2018 • Michael Kors Holdings LTD • Leather & leather products • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 15, 2018 among MICHAEL KORS (USA), INC., MICHAEL KORS HOLDINGS LIMITED, the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the ISSUING BANKS from time to time party hereto.
INDEMNIFICATION AGREEMENT by and between Michael Kors Holdings Limited and as Indemnitee Dated as of [ ], 20[ ]Indemnification Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • Virgin Islands
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 20[ ], by and among Michael Kors Holdings Limited, a company organized under the laws of the British Virgin Islands (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
AGREEMENT AND PLAN OF MERGER by and among TAPESTRY, INC., SUNRISE MERGER SUB, INC. and CAPRI HOLDINGS LIMITED dated as of August 10, 2023Agreement and Plan of Merger • August 10th, 2023 • Capri Holdings LTD • 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.”
Page ARTICLE I Definitions 1 SECTION 1.01. DEFINED TERMS 1 SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS 35 SECTION 1.03. OTHER INTERPRETIVE PROVISIONS 35 SECTION 1.04. ACCOUNTING TERMS; GAAP; PRO FORMA CALCULATIONS; EXCHANGE RATES 35 SECTION...Credit Agreement • February 3rd, 2016 • Michael Kors Holdings LTD • Leather & leather products • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 29, 2015 among MICHAEL KORS (USA), INC., MICHAEL KORS HOLDINGS LIMITED, the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Co-Syndication Agents, and BANK OF AMERICA, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
25,000,000 Shares MICHAEL KORS HOLDINGS LIMITED ORDINARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2013 • Michael Kors Holdings LTD • Leather & leather products • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2023 • Capri Holdings LTD • Leather & leather products • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), by and among Capri Holdings Limited, a British Virgin Islands corporation having its principal executive office in London, United Kingdom (“Capri”), Michael Kors (USA), Inc., a Delaware corporation having its principal executive office in New York County, New York (the “Company” and, together with Capri, the “Company Parties”) and Thomas J. Edwards, Jr. (“Executive”). Capri, the Company and Executive may be referred to in this Agreement collectively as the “parties.”
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK (*) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONLicense and Distribution Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
LICENSE AND DISTRIBUTION AGREEMENT made as of this 1st day of April 2011, by and between MICHAEL KORS, L.L.C., a limited liability company existing under and by virtue of the laws of the State of Delaware, with offices at 11 West 42nd Street, New York, NY, 10036, USA (“Licensor”) and Michael Kors (HK) Limited, a Hong Kong limited company with offices at 12/F Novel Industrial Building, 850-870 Lai Chi Kok Road, Cheung Sha Wan, Kowloon, Hong Kong (“Licensee”).
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • February 8th, 2023 • Capri Holdings LTD • Leather & leather products • Delaware
This Aircraft Time Sharing Agreement (“Agreement”) is effective as of the 20th day of December, 2022 (“Effective Date”), by and between MICHAEL KORS (USA), INC., with a place of business at 11 West 42nd Street, 28th Floor, New York, New York 10036 (“Lessor”), and JOHN IDOL, an individual with an address of 11 West 42nd Street, 28th Floor, New York, New York 10036 (“Lessee”).
CAPRI HOLDINGS LIMITED CHANGE IN CONTROL CONTINUITY AGREEMENTControl Continuity Agreement • May 31st, 2023 • Capri Holdings LTD • Leather & leather products • New York
THIS CHANGE IN CONTROL CONTINUITY AGREEMENT (this “Agreement”) is made and entered into, as of May 30, 2023, by and between Capri Holdings Limited, a British Virgin Islands business company limited by shares (the “Company”) and Jenna A. Hendricks (“Executive”).
MICHAEL KORS HOLDINGS LIMITED OMNIBUS INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • May 27th, 2015 • Michael Kors Holdings LTD • Leather & leather products • Virgin Islands
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the “Agreement”)dated as of the date of grant (the “Date of Grant”), is made by and between Michael Kors Holdings Limited, a limited liability company under the laws of the British Virgin Islands (the “Company”), and participant (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2015 • Michael Kors Holdings LTD • Leather & leather products • New York
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 20, 2015, by and among MICHAEL KORS (USA), INC., a Delaware corporation having its principal executive office in New York County, New York (the “Company”), MICHAEL KORS HOLDINGS LIMITED, a British Virgin Islands corporation having its principal executive office in London, United Kingdom (“MKHL”) and JOHN D. IDOL (“Executive”).
MICHAEL KORS HOLDINGS LIMITED OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENTRestricted Share • May 27th, 2015 • Michael Kors Holdings LTD • Leather & leather products • Virgin Islands
THIS PERFORMANCE-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT (the “Agreement”), dated as of the date of grant (the “Date of Grant”), is made by and between Michael Kors Holdings Limited, a limited liability company under the laws of the British Virgin Islands (the “Company”), and participant (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GUARANTEE AGREEMENTCredit Agreement • July 1st, 2020 • Capri Holdings LTD • Leather & leather products • New York
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of June 25, 2020 (the “Amendment”), among Michael Kors (USA), Inc. (the “Company”), Capri Holdings Limited (formerly Michael Kors Holdings Limited) (“Capri Holdings”), the Foreign Subsidiary Borrowers party hereto (collectively with the Company and Capri Holdings, the “Borrowers”), the Guarantors party hereto, the several banks and other financial institutions or entities from party hereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the other agents party thereto.
TERMINATION AGREEMENTTermination Agreement • November 14th, 2024 • Capri Holdings LTD • Leather & leather products • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of November 13, 2024, is by and among Tapestry, Inc., a Maryland corporation (“Tapestry”), 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 Tapestry (“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 (“Capri”). Unless the context otherwise requires, capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement (as defined below).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2018 • Michael Kors Holdings LTD • Leather & leather products • New York
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of April 1, 2018 (the “Effective Date”), by and among MICHAEL KORS HOLDINGS Limited, a British Virgin Islands corporation having its principal executive office in London, United Kingdom (“MKHL”), Michael Kors (USA), Inc., a Delaware corporation having its principal executive office in New York County, New York (the “Company” and, together with MKHL, the “Company Parties”), and JOHN D. IDOL (“Executive”). The Company Parties and Executive may be referred to in this Agreement collectively as the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2015 • Michael Kors Holdings LTD • Leather & leather products • New York
EMPLOYMENT AGREEMENT (this “Agreement”) between Michael Kors (USA), Inc. (the “Company”) and Pascale Meyran (“Executive”) made as of this 14th day of July 2014.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 23rd, 2020 • Capri Holdings LTD • Leather & leather products • New York
FIRST AMENDMENT, dated as of March 20, 2020 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of November 15, 2018 (the “Credit Agreement”), among Michael Kors (USA), Inc. (the “Company”), Capri Holdings Limited (formerly Michael Kors Holdings Limited) (“Capri Holdings”), the Foreign Subsidiary Borrowers from time to time party thereto (collectively with the Company and Capri Holdings, the “Borrowers”), the Guarantors from time to time party thereto, the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the other agents party thereto.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 22, 2017 among MICHAEL KORS (USA), INC. MICHAEL KORS HOLDINGS LIMITED The Foreign Subsidiary Borrowers Party Hereto The Guarantors Party Hereto The Lenders Party Hereto JPMORGAN CHASE...Credit Agreement • August 23rd, 2017 • Michael Kors Holdings LTD • Leather & leather products • New York
AUGMENTING LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Second Amended and Restated Credit Agreement, dated as of August 22, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Michael Kors (USA), Inc. (the “Company”), Michael Kors Holdings Limited, the Foreign Subsidiary Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
MICHAEL KORS HOLDINGS LIMITED OMNIBUS INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AGREEMENTNon-Employee Director Restricted Share • May 27th, 2015 • Michael Kors Holdings LTD • Leather & leather products • Virgin Islands
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the “Agreement”), dated as of date of grant (the “Date of Grant”), is made by and between Michael Kors Holdings Limited, a limited liability company under the laws of the British Virgin Islands (the “Company”), and participant (“the Director”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2013 • Michael Kors Holdings LTD • Leather & leather products • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 23rd day of May, 2013 by and among Michael Kors (USA), Inc. (the “Company”), Michael Kors Holdings Limited (“MKHL”) and Joseph B. Parsons (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2022 • Capri Holdings LTD • Leather & leather products • New York
EMPLOYMENT AGREEMENT (this “Agreement”) between Capri Holdings Limited (“Capri”), Michael Kors (USA), Inc. (the “Company”) and Jenna Hendricks (“Executive”).
COOPERATION AGREEMENTCooperation Agreement • July 25th, 2017 • Michael Kors Holdings LTD • Leather & leather products
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2023 • Capri Holdings LTD • Leather & leather products • New York
WHEREAS, the parties desire to enter into this Agreement to reflect their mutual agreements with respect to the employment of Executive by the Company.
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2018 • Michael Kors Holdings LTD • Leather & leather products • New York
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT, (this “Agreement”) effective as of April 1, 2018 (the “Effective Date”), by and among MICHAEL KORS HOLDINGS LIMITED, a British Virgin Islands corporation having its principal executive office in London, United Kingdom (“MKHL”), MICHAEL KORS (USA), INC., a Delaware corporation having its principal executive office in New York County, New York (the “Corporation” and, together with MKHL, the “Company Parties”), and MICHAEL D. KORS (“Kors”). The Company Parties and Kors may be referred to in this Agreement collectively as the “parties.”
11,629,627 Shares MICHAEL KORS HOLDINGS LIMITED ORDINARY SHARES UNDERWRITING AGREEMENTEmployment Agreement • September 10th, 2014 • Michael Kors Holdings LTD • Leather & leather products • New York
A certain shareholder of Michael Kors Holdings Limited, a company organized under the laws of the British Virgin Islands (the “Company”), named in Schedule I hereto (the “Selling Shareholder”) proposes to sell to J.P. Morgan Securities LLC (the “Underwriter”) an aggregate of 11,629,627 ordinary shares of no par value of the Company (the “Shares”). The outstanding ordinary shares of no par value of the Company are hereinafter referred to as the “Ordinary Shares.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2013 • Michael Kors Holdings LTD • Leather & leather products • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 23, 2013, by and among MICHAEL KORS (USA), INC., a Delaware corporation having its principal executive offices in New York County, New York (the “Company”), MICHAEL KORS HOLDINGS LIMITED, a British Virgin Islands corporation having its registered office Road Town, Tortola, British Virgin Islands (“MKHL”) and JOHN D. IDOL (“Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 7, 2011, among Michael Kors Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), the persons listed on Schedule I hereto (the “Sellers”), and the investors named on the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).
SUSPENSION OF RIGHTS AGREEMENTSuspension of Rights Agreement • August 8th, 2024 • Capri Holdings LTD • Leather & leather products
Reference is made to that certain Revolving Credit Agreement, dated as of July 1, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Michael Kors (USA), Inc., Capri Holdings Limited (“Capri”), the Foreign Subsidiary Borrowers from time to time party thereto (each a “Borrower” and together, the “Borrowers”), the Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Agent”) and as Swingline Lender, the Issuing Banks from time to time party thereto, and the other agents, arrangers and bookrunners identified therein.
FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2022 • Capri Holdings LTD • Leather & leather products • New York
This FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of March 7, 2022 (the “Effective Date”), by and among CAPRI HOLDINGS LIMITED, a British Virgin Islands corporation having its principal executive office in London, United Kingdom (“Capri”), MICHAEL KORS (USA), INC., a Delaware corporation having its principal executive office in New York County, New York (the “Company” and, together with Capri, the “Company Parties”), and JOHN D. IDOL (“Executive”). The Company Parties and Executive may be referred to in this Agreement collectively as the “parties.”
Executed by exchange of correspondence pursuant to Italian law] STOCK PURCHASE AGREEMENT (MAJOR SELLERS) by and among ALLEGRA DONATA VERSACE BECK DONATELLA VERSACE SANTO VERSACE BORGO LUXEMBOURG S.À R.L. BLACKSTONE GPV CAPITAL PARTNERS (MAURITIUS)...Stock Purchase Agreement • September 25th, 2018 • Michael Kors Holdings LTD • Leather & leather products
(the Violet Parties, the Black Parties and the MIP Beneficiaries are hereinafter collectively referred to as the “Sellers”)
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2013 • Michael Kors Holdings LTD • Leather & leather products • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 23, 2013 (this “Agreement”), by and among MICHAEL KORS (USA), INC., a Delaware corporation having its principal executive offices in New York County, New York (the “Corporation”), MICHAEL KORS HOLDINGS LIMITED, a British Virgin Islands corporation having its registered office in Road Town, Tortola, British Virgin Islands (“MKHL”) and MICHAEL D. KORS, a resident of New York, New York (“Kors”).
CHANGE IN CONTROL CONTINUITY AGREEMENTControl Continuity Agreement • May 29th, 2024 • Capri Holdings LTD • Leather & leather products • New York
THIS Change in Control CONTINUITY AGREEMENT (this “Agreement”) is made and entered into, as of August 9, 2023, by and between Capri Holdings Limited, a British Virgin Islands business company limited by shares (the “Company”) and Cedric Wilmotte (“Executive”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2015 • Michael Kors Holdings LTD • Leather & leather products • New York
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 20, 2015 (this “Agreement”), by and among MICHAEL KORS (USA), INC., a Delaware corporation having its principal executive office in New York County, New York (the “Corporation”), MICHAEL KORS HOLDINGS LIMITED, a British Virgin Islands corporation having its principal executive office in London, United Kingdom (“MKHL”) and MICHAEL D. KORS, a resident of New York, New York (“Kors”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 15, 2011 among MICHAEL KORS (USA), INC. The Foreign Subsidiary Borrowers Party Hereto The LENDERS Party Hereto, The GUARANTORS Party Hereto, JPMORGAN CHASE BANK, N.A., as...Pledge and Security Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
This is a SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 15, 2011 by and among MICHAEL KORS (USA), INC., a Delaware corporation (the “Company”), MICHAEL KORS (EUROPE) B.V., a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands, MICHAEL KORS (CANADA) CO., an unlimited liability company incorporated under the laws of the Province of Nova Scotia, MICHAEL KORS (SWITZERLAND) GMBH, a limited liability company organized under the laws of Switzerland and the other FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, as Borrowers, MICHAEL KORS HOLDINGS LIMITED, a British Virgin Islands company, MICHAEL KORS CORPORATION, a British Virgin Islands company, MICHAEL KORS, L.L.C., a Delaware limited liability company, MICHAEL KORS INTERNATIONAL LIMITED, a British Virgin Islands company, MICHAEL KORS STORES (CALIFORNIA), INC., a Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2017 • Michael Kors Holdings LTD • Leather & leather products • New York
EMPLOYMENT AGREEMENT (this “Agreement”) between Michael Kors (USA), Inc. (the “Company”), Michael Kors Holdings Limited (“MKHL”) and Thomas J. Edwards, Jr. (“Executive”).
