Oxford Industries Inc Sample Contracts

EXHIBIT 10 O
Credit Agreement • August 28th, 2003 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
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Stock Purchase Agreement • June 26th, 2003 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
INDENTURE
Indenture • August 28th, 2003 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
WITNESSETH
Supplemental Indenture • August 11th, 2004 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 26th, 2005 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
Exhibit 2.3 Registration Rights Agreement Dated As of May 16, 2003
Registration Rights Agreement • June 26th, 2003 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
EXHIBIT 10(K) AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 11th, 2004 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
Exhibit 10(a) SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
Split-Dollar Life Insurance Agreement • August 26th, 1997 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia
CONSENT AGREEMENT
Consent Agreement • May 2nd, 2006 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
FORM OF
Performance Share Award Agreement • August 31st, 2005 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia
AMONG
Earnout Agreement • June 26th, 2003 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 1st, 2019 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 24, 2016, is made by and among OXFORD INDUSTRIES, INC., a Georgia corporation (“Parent”), TOMMY BAHAMA GROUP, INC., a Delaware corporation (“TBG”; together with Parent, each referred to herein individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party hereto from time to time as Guarantors, the financial institutions party hereto from time to time as Lenders, the financial institutions party hereto from time to time as the Issuing Banks, and SUNTRUST BANK, as the Administrative Agent.

INTERCREDITOR AGREEMENT
Intercreditor Agreement • July 2nd, 2009 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of June 30, 2009, and entered into by and between SunTrust Bank, in its capacity as agent under the ABL Credit Agreement, including its successors and assigns from time to time (the “Initial ABL Agent”), and U.S. Bank National Association, as Trustee (the “Trustee”), not in its individual capacity, but solely in its capacity as trustee and collateral agent under the Indenture, including its successors and assigns from time to time (in such capacities, the “Notes Agent”) and is acknowledged by Oxford Industries, Inc., a Georgia corporation (the “Company”), and the subsidiaries of the Company listed on the signature pages hereof (together with any subsidiary that becomes a party hereto after the date hereof, each a “Company Subsidiary”, and, collectively, the “Company Subsidiaries”). Capitalized terms used in this Agreement have the meanings assigned to them in Article 1.

REGISTRATION RIGHTS AGREEMENT by and among Oxford Industries, Inc. and the Guarantors party hereto and Banc of America Securities LLC SunTrust Robinson Humphrey, Inc. Credit Suisse Securities (USA) LLC BB&T Capital Markets, a Division of Scott &...
Registration Rights Agreement • July 2nd, 2009 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2009, by and among Oxford Industries, Inc., a Georgia corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, SunTrust Robinson Humphrey, Inc., Credit Suisse Securities (USA) LLC, BB&T Capital Markets, a Division of Scott & Stringfellow, LLC, Morgan Keegan & Company, Inc, Barclays Capital Inc. and PNC Capital Markets LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 11.375% Senior Secured Notes due 2015 (the “Initial Notes”) which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”

Contract
Credit Agreement • September 1st, 2011 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

Note: Certain material has been omitted from this Second Amended and Restated Credit Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. [*****] indicates omitted material. The omitted material has been filed separately with the Securities and Exchange Commission.

FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 24th, 2016 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of this 24th day of May, 2016, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually a “Grantor”), and SUNTRUST BANK, in its capacity as administrative agent (together with its successors, “Administrative Agent”).

Oxford Industries, Inc. RESTRICTED STOCK award agreement (Service-Based)
Restricted Stock Award Agreement • June 30th, 2020 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia

This Restricted Stock Award Agreement (this “Agreement”) is entered into as of June __, 2020 (the “Effective Date”), by and between <<Name>> (“Participant”) and Oxford Industries, Inc., a Georgia corporation (the “Company”), pursuant to the Oxford Industries, Inc. Amended and Restated Long-Term Stock Incentive Plan (the “LTIP”). All capitalized terms have the meanings set forth in the LTIP unless otherwise specifically provided herein.

EARNOUT AGREEMENT by and among OXFORD INDUSTRIES, INC., SUGARTOWN WORLDWIDE, INC., SWI HOLDINGS, INC., and THE SELLERS (AS IDENTIFIED HEREIN) Dated as of December 21, 2010
Earnout Agreement • March 31st, 2011 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This EARNOUT AGREEMENT (this “Agreement”) is made as of the 21st day of December, 2010, by and among OXFORD INDUSTRIES, INC., a Georgia corporation (the “Purchaser”); SUGARTOWN WORLDWIDE, INC., a Pennsylvania corporation (the “Company”); SWI HOLDINGS, INC., a Delaware corporation (“Holdco”); and the Persons listed under the heading “Sellers” on the signature pages hereto (the “Sellers”). The Purchaser, the Company, Holdco and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

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FORM OF OXFORD INDUSTRIES, INC. PERFORMANCE EQUITY AWARD AGREEMENT (FISCAL 2015 PERFORMANCE-BASED)
Performance Equity Award Agreement • March 28th, 2016 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia

This Performance Equity Award Agreement (this “Agreement”) is entered into as of _________ __, 2015 (the “Effective Date”), by and between _________________ (“Participant”) and Oxford Industries, Inc., a Georgia corporation (the “Company”), pursuant to the Oxford Industries, Inc. Amended and Restated Long-Term Stock Incentive Plan (the “LTIP”). All capitalized terms have the meanings set forth in the LTIP unless otherwise specifically provided herein.

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2011 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 21st day of December, 2010 (the “Effective Date”), by and between Sugartown Worldwide, Inc., a Pennsylvania corporation (the “Company”), and Scott A. Beaumont, a resident of the Commonwealth of Pennsylvania (“Employee”).

FORM OF Oxford Industries, Inc. performance-BASED RESTRICTED SHARE UNIT award agreement (2020 – 2023 Performance-Based Vesting - Relative TSR)
Performance-Based Restricted Share Unit Award Agreement • June 30th, 2020 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia

This Performance-Based Restricted Share Unit Award Agreement (this “Agreement”) is entered into as of _________ ____, 2020 (the “Effective Date”), by and between <<Name>> (“Participant”) and Oxford Industries, Inc., a Georgia corporation (the “Company”), pursuant to the Oxford Industries, Inc. Amended and Restated Long-Term Stock Incentive Plan (the “LTIP”). All capitalized terms have the meanings set forth in the LTIP unless otherwise specifically provided herein, including those definitions set forth in Exhibit A.

FORM OF OXFORD INDUSTRIES, INC. NON-EMPLOYEE DIRECTOR PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • August 9th, 2006 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia

This Agreement is entered into as of «Date», 2006, by and between «Name» (“you”) and Oxford Industries, Inc., a Georgia corporation (“Oxford”), to set forth the terms and conditions of a Performance Share Award granted to you pursuant to the Oxford Industries, Inc. Long-Term Stock Incentive Plan (the “Plan”). All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided.

FORM OF OXFORD INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 1st, 2008 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia

This Agreement (this “Agreement”) is entered into as of «Date», by and between «Name» (“Participant”) and Oxford Industries, Inc., a Georgia corporation (“Oxford”), pursuant to the Oxford Industries, Inc. Long-Term Stock Incentive Plan (the “Plan”). All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided herein.

Oxford Industries, Inc. RESTRICTED SHARE Unit AWARD agreement
Restricted Share Unit Award Agreement • April 1st, 2024 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Georgia

This Restricted Share Unit Award Agreement (this “Agreement”) is entered into as of ______ ____, ____ (the “Effective Date”), by and between <<Name>> (“Participant”) and Oxford Industries, Inc., a Georgia corporation (the “Company”), pursuant to the Oxford Industries, Inc. Amended and Restated Long-Term Stock Incentive Plan (the “LTIP”). All capitalized terms have the meanings set forth in the LTIP unless otherwise specifically provided herein.

SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • July 2nd, 2009 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of this 30th day of June, 2009, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and SUNTRUST BANK, in its capacity as administrative agent (together with its successors, “Administrative Agent”).

OMNIBUS AMENDMENT NO. 1
Omnibus Amendment • April 11th, 2002 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

THIS OMNIBUS AMENDMENT NO. 1 is made and entered into as of January 31, 2002, among Oxford Receivables Company, a Delaware corporation ("SPE"), OXFORD INDUSTRIES, INC., a Georgia corporation ("Oxford"), THREE PILLARS FUNDING CORPORATION, a Delaware corporation (together with its successors and permitted assigns, "Lender"), and SUNTRUST CAPITAL MARKETS, INC. (F/K/A SUNTRUST EQUITABLE SECURITIES CORPORATION), a Tennessee corporation, as agent and administrator for Lender (in such capacity, together with its successor and assigns in such capacity, the "Administrator"), and pertains to that certain Loan Agreement dated as of May 3, 2001 among the parties (the "Loan Agreement") and that certain Receivables Sale Agreement dated as of May 3, 2001 between Oxford and SPE (the "Sale Agreement" and, together with the Loan Agreement, the "Operative Agreements").

PURCHASE AGREEMENT AMONG LF USA INC. as Buyer and OXFORD INDUSTRIES, INC. PIEDMONT APPAREL CORP. TOMMY BAHAMA INTERNATIONAL, PTE. LTD. and OXFORD PRODUCTS (INTERNATIONAL) LIMITED as Sellers DATED AS OF November 22, 2010
Purchase Agreement • November 22nd, 2010 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This PURCHASE AGREEMENT (this “Agreement”), is executed November 22, 2010, by and among LF USA INC., a Delaware corporation (“Buyer”), and OXFORD INDUSTRIES, INC., a Georgia corporation (“OXM”), PIEDMONT APPAREL CORP., a Delaware corporation (“PAC”), TOMMY BAHAMA INTERNATIONAL, PTE. LTD., a company organized under the laws of the Republic of Singapore (“TBI”) and OXFORD PRODUCTS (INTERNATIONAL) LIMITED, a company organized under the laws of Hong Kong (“OPIL”), and together with OXM, PAC, and TBI (the “Sellers”). Buyer and Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

UNIT PURCHASE AGREEMENT BY AND AMONG JW HOLDINGS, LLC, AS THE COMPANY THE SELLERS NAMED HEREIN OXFORD INDUSTRIES, INC., AS BUYER AND ENDEAVOUR CAPITAL FUND VI, L.P., IN ITS CAPACITY AS THE SELLERS’ REPRESENTATIVE DATED AS OF SEPTEMBER 19, 2022
Unit Purchase Agreement • September 19th, 2022 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware

THIS UNIT PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2022, is by and among JW Holdings, LLC, a Delaware limited liability company (the “Company”), the holders of all the Units (as defined below) of the Company as set forth on Exhibit A hereto (each a “Seller” and collectively, “Sellers”), Oxford Industries, Inc. a Georgia corporation (“Buyer”), and Endeavour Capital Fund VI, L.P., a Delaware limited partnership, in its capacity as the Sellers’ Representative (as defined below). The Company, Sellers, Buyer and the Sellers’ Representative are referred to individually herein from time to time as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 14th, 2005 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made as of January 10, 2005, among Oxford Industries, Inc., a Georgia corporation, Oxford of South Carolina, Inc., a South Carolina corporation, and Viewpoint International, Inc., a Delaware corporation, as Borrowers, the Domestic Subsidiaries of the Borrowers party to the Credit Agreement (defined below) as Guarantors, the Lenders (as defined in the Credit Agreement) party hereto, and SunTrust Bank, as the Administrative Agent,

SUPPLEMENTAL INDENTURE NO. 1
Supplemental Indenture • July 31st, 2007 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York

Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of June 13, 2003, by and among Oxford Industries, Inc., a Georgia corporation (the “Company”), the Company’s subsidiaries listed on Schedule A hereto (each, a “New Guarantor”), the Company’s subsidiaries listed on Schedule B hereto (the “Existing Delaware Guarantors”), the Company’s subsidiaries listed on Schedule C hereto (the “Existing Georgia Guarantors”), Oxford of South Carolina, a South Carolina corporation (“Oxford of South Carolina” and, together with the Existing Delaware Guarantors and the Existing Georgia Guarantors, the “Existing Guarantors”) and SunTrust Bank, as trustee under the Indenture referred to below (the “Trustee”).

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