INTERCREDITOR AGREEMENTIntercreditor 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.”
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge 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”).
ContractSecurity Agreement • July 2nd, 2009 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Agreement, the liens and security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among SunTrust Bank, as ABL Agent and U.S. Bank National Association, as Trustee and as Collateral Agent, and acknowledged by the Grantors from time to time party thereto.
