AMONGMerger Agreement • May 16th, 2002 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
to that certainSupplemental Indenture • March 15th, 2005 • Kellwood Co • Women's, misses', and juniors outerwear • New York
JOINT FILING AGREEMENTJoint Filing Agreement • January 31st, 2003 • Kellwood Co • Women's, misses', and juniors outerwear
Exhibit 4.4 THIRD AMENDMENT TO RIGHTS AGREEMENT This Third Amendment dated November 21, 2000 (this "THIRD AMENDMENT") to the Rights Agreement dated as of June 11, 1986, as first amended on August 21, 1990 and second amended on May 31, 1996 (the...Rights Agreement • April 24th, 2001 • Kellwood Co • Women's, misses', and juniors outerwear
June 22, 2004 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 as Representative of the Initial Purchasers Ladies and Gentlemen: Kellwood Company, a Delaware corporation (the "COMPANY"), proposes to issue and sell (such issuance...Registration Rights Agreement • July 30th, 2004 • Kellwood Co • Women's, misses', and juniors outerwear • New York
WITNESSETH:Consulting Agreement • June 3rd, 2005 • Kellwood Co • Women's, misses', and juniors outerwear • Missouri
[Published CUSIP Number: ____________] CREDIT AGREEMENT Dated as of October 20, 2004Credit Agreement • October 21st, 2004 • Kellwood Co • Women's, misses', and juniors outerwear • New York
EXHIBIT 4.7 CREDIT AGREEMENT Dated as of April 30, 2002Credit Agreement • June 14th, 2002 • Kellwood Co • Women's, misses', and juniors outerwear • New York
BY AND AMONGMerger Agreement • June 15th, 2007 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Guaranty Agreement"), dated as of March 15, 2005, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a...Guaranty Agreement • March 15th, 2005 • Kellwood Co • Women's, misses', and juniors outerwear • New York
AGREEMENT FOR PURCHASE AND SALE OF ASSETS AMONG KELLWOOD COMPANY, A DELAWARE CORPORATION ("BUYER"), FRITZI CALIFORNIA, A CALIFORNIA CORPORATION ("SELLER"), AND THEPurchase and Sale Agreement • December 2nd, 1998 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached. Date: July 9, 2004 ARTISAN INVESTMENT CORPORATION for itself and as general partner of ARTISAN PARTNERS LIMITED...Joint Filing Agreement • July 9th, 2004 • Kellwood Co • Women's, misses', and juniors outerwear
*By: /s/ Lawrence A. Totsky --------------------------- Lawrence A. Totsky Chief Financial Officer of Artisan Investment Corporation Attorney-in-Fact for Andrew A. Ziegler Attorney-in-Fact for Carlene Murphy Ziegler
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • February 5th, 2003 • Kellwood Co • Women's, misses', and juniors outerwear • Massachusetts
AMENDMENT --------- OF -- EMPLOYMENT AGREEMENT --------------------Employment Agreement • July 13th, 1999 • Kellwood Co • Women's, misses', and juniors outerwear
AMENDED AND RESTATED RIGHTS AGREEMENT KELLWOOD COMPANY AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, AS RIGHTS AGENT, DATED AS OF APRIL 19, 2007Rights Agreement • April 20th, 2007 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
earning power is sold other than pursuant to a Qualified Offer, each holder of a Right will thereafter have the right to receive, upon exercise of the Right at the then current Purchase Price, a number of shares of common stock of the acquiring company which at the time of the transaction would have a market value of two times the Purchase Price. The events described in this paragraph are defined as “Triggering Events.”
TOIndenture • July 30th, 2004 • Kellwood Co • Women's, misses', and juniors outerwear • New York
WITNESSETH: ----------Consulting Agreement • April 25th, 2000 • Kellwood Co • Women's, misses', and juniors outerwear • Missouri
AGREEMENT AND PLAN OF MERGER AMONG KELLWOOD COMPANY,Merger Agreement • December 3rd, 1998 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
AGREEMENT FOR SERVICESAgreement for Services • July 15th, 1997 • Kellwood Co • Women's, misses', and juniors outerwear • Texas
KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers LOAN AND SECURITY AGREEMENT Dated as of April 12, 2006 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as Agent BANC OF AMERICA SECURITIES LLC, and...Loan and Security Agreement • April 17th, 2006 • Kellwood Co • Women's, misses', and juniors outerwear • Illinois
THIS LOAN AND SECURITY AGREEMENT is dated as of April 12, 2006, among KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), other Obligors (as defined below) party hereto, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
ARTICLE IVoting and Tender Agreement • May 16th, 2002 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
9. Severance. If at any time during the Employment --------- -4- 5 Period the Corporation terminates the Executive's employment without Cause, then Executive shall, (a) be entitled to receive monthly base salary at the annual rate then in effect for...Employment Agreement • July 21st, 1998 • Kellwood Co • Women's, misses', and juniors outerwear • Missouri
EMPLOYMENT AGREEMENT AGREEMENT effective as of the 1st day of June 2005, between KELLWOOD COMPANY, a Delaware corporation, (the "Corporation"), and ROBERT C. SKINNER, JR. residing at 14 Oldchester Road, Essex Fells, N.J. 07021 (the "Executive"). NOW,...Employment Agreement • June 3rd, 2005 • Kellwood Co • Women's, misses', and juniors outerwear • Missouri
KELLWOOD COMPANYUnderwriting Agreement • October 10th, 1997 • Kellwood Co • Women's, misses', and juniors outerwear • New York
AMENDMENT --------- OF -- EMPLOYMENT AGREEMENT --------------------Employment Agreement • July 21st, 1998 • Kellwood Co • Women's, misses', and juniors outerwear
BANK OF AMERICA logo] BANC OF AMERICA SECURITIES ASIA LIMITED G.P.O. Box No. 799 A Subsidiary of Bank of America, N.A. Hong KongCredit Agreement • December 6th, 2006 • Kellwood Co • Women's, misses', and juniors outerwear • Hong Kong
AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDINAL INTEGRATED, LLC CARDINAL GROUP INTEGRATED, INC. AND KELLWOOD COMPANY February 10, 2008Merger Agreement • February 11th, 2008 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 10, 2008, by and among Cardinal Integrated, LLC, a Delaware limited liability company (“Parent”), Cardinal Group Integrated, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Kellwood Company, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
RIGHTS AGREEMENT KELLWOOD COMPANY and AMERICAN STOCK TRANSFER AND TRUST COMPANY Rights Agent Dated as of June 10, 2006Rights Agreement • June 12th, 2006 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
foregoing, no Right may be exercised for Common Stock of the Company until the Rights have become non-redeemable, as described below. If, at any time following the Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its assets or earning power is sold other than pursuant to a Qualified Offer, each holder of a Right will thereafter have the right to receive, upon exercise of the Right at the then current Purchase Price, a number of shares of common stock of the acquiring company which at the time of the transaction would have a market value of two times the Purchase Price. The events described in this paragraph are defined as “Triggering Events.”
Form of OpinionAgreement and Plan of Merger • June 20th, 2002 • Kellwood Co • Women's, misses', and juniors outerwear
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2007 • Kellwood Co • Women's, misses', and juniors outerwear • Missouri
Employment Agreement effective as of the ___ day of June, 2007, between Kellwood Company (the “Company”), a Delaware corporation with its principal executive offices at 600 Kellwood Parkway, Chesterfield, Missouri, and ________________ (the “Employee”).
DEATH BENEFIT AGREEMENTDeath Benefit Agreement • May 11th, 2005 • Kellwood Co • Women's, misses', and juniors outerwear
This Agreement entered into this 2nd day of June, 1994, by and between Kellwood Company (“Company”), a Delaware corporation, and ________________ (“Employee”), an Employee of Kellwood Company.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 14th, 2008 • Kellwood Co • Women's, misses', and juniors outerwear • Illinois
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as of February __, 2008 by and among KELLWOOD COMPANY (“Borrower Representative”), each of the other Borrowers signatory hereto (collectively with Borrower Representative, the “Borrowers”), BANK OF AMERICA, N.A., as agent for the Lenders (“Agent”) and the Lenders party hereto.
STOCK OPTION Under Kellwood Company 1995 Omnibus Incentive Stock PlanNon-Qualified Stock Option Agreement • March 14th, 2005 • Kellwood Co • Women's, misses', and juniors outerwear
AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDINAL INTEGRATED, LLC CARDINAL GROUP INTEGRATED, INC. AND KELLWOOD COMPANY February 10, 2008Merger Agreement • February 12th, 2008 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 10, 2008, by and among Cardinal Integrated, LLC, a Delaware limited liability company (“Parent”), Cardinal Group Integrated, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Kellwood Company, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
Banc of America Securities LLC February 10, 2008 The Board of Directors Kellwood Company 600 Kellwood Parkway Chesterfield, Missouri 63017 Members of the Board of Directors:Agreement and Plan of Merger • February 11th, 2008 • Kellwood Co • Women's, misses', and juniors outerwear
We understand that Kellwood Company (“Kellwood”) proposes to enter into the Agreement and Plan of Merger, dated February 10, 2008 (the “Agreement”), among Kellwood, Cardinal Integrated, LLC (“Parent”), Cardinal Group Integrated, Inc., a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, “Sun Capital”), which provides, among other things, for (i) the tender offer by Parent (the “Offer”) for all outstanding shares of common stock, par value $0.01 per share (the “Kellwood Common Stock”) of Kellwood for $21.00 per share net in cash, and (ii) the subsequent merger (the “Merger” and together with the Offer, the “Transaction”) of Merger Sub with and into Kellwood. The Agreement provides that, pursuant to the Offer and the Merger, stockholders of Kellwood will be entitled to receive consideration equal to $21.00 per share in cash (the “Consideration”) for each share of Kellwood Common Stock held by them, other than (i) shares of Kellwood Common Stock directly or indirec
