EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • California
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 15, 2013 by and between Joe’s Jeans, Inc., a Delaware corporation (the “Parent”), Hudson Clothing Holdings, Inc. (“HCH”), a Delaware corporation, HC Acquisition Holdings, Inc. (“HCAH”), a Delaware corporation, Hudson Clothing, LLC (the “Company”), California limited liability company, and Peter Kim (“Executive”) but is not effective until the Closing of the Transactions pursuant to the Stock Purchase Agreement (“Effective Date”).
REVOLVING CREDIT AGREEMENT dated as of September 30, 2013 among JOE’S JEANS INC., JOE’S JEANS SUBSIDIARY INC. AND CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, each as a Borrower or Guarantor, EACH OF THE LENDERS PARTY HERETO, THE CIT GROUP/COMMERCIAL...Revolving Credit Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
REVOLVING CREDIT AGREEMENT dated as of September 30, 2013 (as it may be amended, amended and restated, or otherwise modified from time to time, this “Agreement”), among JOE’S JEANS INC., a Delaware corporation (the “Parent”), JOE’S JEANS SUBSIDIARY INC., a Delaware corporation (the “Administrative Borrower”), each of Parent’s domestic Subsidiaries identified on the signature pages hereof as a Borrower (together with the Administrative Borrower, the “Borrowers”), the Persons identified on the signature pages hereof as a “Guarantor”, the Lenders party hereto and THE CIT GROUP/COMMERCIAL SERVICES, INC., as Administrative Agent, Collateral Agent and Swingline Lender.
GUARANTEE AND COLLATERAL AGREEMENT MADE BY JOE’S JEANS SUBSIDIARY INC., JOE’S JEANS INC. JOE’S JEANS RETAIL SUBSIDIARY, INC. INNOVO WEST SALES, INC. HUDSON CLOTHING HOLDINGS, INC. HUDSON CLOTHING, LLC HC ACQUISITION HOLDINGS, INC. IN FAVOR OF THE CIT...Guarantee and Collateral Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
Guarantee and Collateral Agreement, dated as of September 30, 2013, made by each of JOE’S JEANS INC., a Delaware corporation (“Parent”), JOE’S JEANS SUBSIDIARY, INC., a Delaware subsidiary (“Administrative Borrower”), HUDSON CLOTHING, LLC, a California limited liability company (“Hudson” and collectively with the Administrative Borrower, the “Borrowers”), JOE’S JEANS RETAIL SUBSIDIARY, INC., a Delaware corporation (“Joe’s Retail Subsidiary”), HUDSON CLOTHING HOLDINGS, INC., a Delaware corporation (“Hudson Holdings”), INNOVO WEST SALES, INC., a Texas corporation (“Innovo West”), HC ACQUISITION HOLDINGS INC., a Delaware corporation (“HC Acquisition” and together with Parent, Administrative Borrower, Hudson, Joe’s Retail Subsidiary, Hudson Holdings, Innovo West, HC Acquisition and any other entity that may become a party hereto as provided herein, individually, each a “Grantor” and collectively, the “Grantors”), in favor of THE CIT GROUP/COMMERCIAL SERVICES, INC., as Administrative Agent
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 30, 2013, is entered into among Joe’s Jeans, Inc., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto and any party identified on the signature page of any Joinder Agreement executed and delivered pursuant to Section 2.9 (each, including the Investors, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1.1.
EARN OUT SUBORDINATION AGREEMENTEarn Out Subordination Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Earn Out Subordination Agreement (this “Agreement”) dated as of September 30, 2013, among The CIT Group/Commercial Services, Inc., as agent for the Working Capital Lenders (as defined below) (in such capacity, together with any Person from time to time succeeding such initial agent in such capacity whether pursuant to a refinancing or otherwise, “Working Capital Agent”), Garrison Loan Agency Services LLC, as agent for the Term Lenders (in such capacity, together with any Person from time to time succeeding such initial agent in such capacity whether pursuant to a refinancing or otherwise, “Term Loan Agent”), Joseph M. Dahan, a resident of California (“Subordinated Creditor”) and each of the Loan Parties (as defined below).
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl
This AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT (the “Amendment”) is entered into on September 30, 2013, by and among Joe’s Jeans Inc., a Delaware corporation (the “Buyer”), and Fireman Capital CPF Hudson Co-Invest LP, a Delaware limited partnership (“Fireman”), and Peter Kim (“Kim”), each in their capacity as Sellers’ Representatives (collectively, the “Sellers’ Representatives”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Non-Competition Agreement (this “Agreement”) is made as of July 15, 2013 by and among Joe’s Jeans, Inc., a Delaware corporation (“Buyer”), Hudson Clothing Holdings, Inc., a Delaware corporation (“Company”) and Peter Kim (“Stockholder”) but shall not be effective until the Closing of the Transactions pursuant to the Stock Purchase Agreement (the “Closing Date”).
AMENDED AND RESTATED FACTORING AGREEMENTFactoring Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • California
We are pleased to confirm the terms and conditions that will govern our funds in use accounting, non-borrowing, notification factoring arrangement with you (the “Agreement”).
TERM LOAN CREDIT AGREEMENT dated as of September 30, 2013 among JOE’S JEANS INC. AND CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, each as a Borrower or Guarantor, EACH OF THE LENDERS PARTY HERETO, GARRISON LOAN AGENCY SERVICES LLC, as Administrative...Term Loan Credit Agreement • October 4th, 2013 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
TERM LOAN CREDIT AGREEMENT dated as of September 30, 2013 (as it may be amended, amended and restated, or otherwise modified from time to time, this “Agreement”), among JOE’S JEANS INC., a Delaware corporation (the “Parent”), JOE’S JEANS SUBSIDIARY, INC., a Delaware corporation (the “Administrative Borrower”), each of Parent’s domestic Subsidiaries identified on the signature pages hereof as a “Borrower” (together with the Administrative Borrower, the “Borrowers”), the Persons identified on the signature pages hereof as a “Guarantor”, the Lenders party hereto and GARRISON LOAN AGENCY SERVICES LLC, as Administrative Agent, Collateral Agent, Lead Arranger, Documentation Agent and Syndication Agent.
