0001193125-05-157621 Sample Contracts

Cygne Designs, Inc.
Employment Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear
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RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), dated July 31, 2005, by Hubert Guez (“Stockholder”) in favor and for the benefit of Cygne Designs, Inc., a Delaware corporation (“Cygne”), and its subsidiaries (Cygne and such subsidiaries are collectively referred to herein as the “Cygne Entities”).

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GUARANTY
Guaranty • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • New York
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STOCK TRANSFER RESTRICTION AGREEMENT
Stock Transfer Restriction Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • Delaware

THIS STOCK TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated July 31, 2005, is entered into by and between Bernard Manuel (“Manuel”) and Hubert Guez (“Guez”).

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SECURITY AGREEMENT
Security Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

SECURITY AGREEMENT (this “Security Agreement”), dated July 31, 2005, by and among Commerce Clothing Company LLC, a California limited liability company (“Secured Party”), and Cygne Designs, Inc., a Delaware corporation (the “Buyer”).

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FACTORING AGREEMENT
Factoring Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear

We propose the following agreement with you, effective as of July 31, 2005 wherein we agree to retain you as our sole factor in accordance with the terms, provisions and conditions as hereinafter stated:

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SECURITY INTEREST IN INVENTORY UNDER UNIFORM COMMERCIAL CODE SUPPLEMENT TO FINANCING OR FACTORING CONTRACT
Security Interest Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear

This is a supplement to our Factoring Agreement with you bearing the effective date of July 31, 2005. It is hereby incorporated therein, shall have a term concurrent therewith and is deemed in all respects a part thereof.

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CLIENT SUBORDINATION AGREEMENT Dated: July 31, 2005
Client Subordination Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear
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ASSET PURCHASE AGREEMENT BY AND AMONG COMMERCE CLOTHING COMPANY LLC, HUBERT GUEZ, 215 GZ PARTNERS, GUEZ LIVING TRUST DATED DECEMBER 6, 1996, GRIFFIN JAMES ARON GUEZ IRREVOCABLE TRUST DATED JANUARY 1, 1996, STEPHAN AVNER FELIX GUEZ IRREVOCABLE TRUST...
Asset Purchase Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated July 31, 2005, by and among Commerce Clothing Company LLC, a California limited liability company (“Commerce”), Hubert Guez (“Guez”), 215 GZ Partners, Guez Living Trust dated December 6, 1996, Griffin James Aron Guez Irrevocable Trust dated January 1 1996, Stephan Avner Felix Guez Irrevocable Trust dated January 1, 1996 (together with Guez, the “Members”), and Cygne Designs, Inc., a Delaware corporation (“Cygne”).

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SUBORDINATED SECURED PROMISSORY NOTE
Subordinated Secured Promissory Note • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

FOR VALUE RECEIVED, the undersigned, Cygne Designs, Inc., a Delaware corporation (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of Commerce Clothing Company LLC, a California limited liability company (“Noteholder”), the original principal amount of FORTY SEVEN MILLION FIVE HUNDRED THOUSAND 00/100 DOLLARS ($47,500,000.00), together with interest thereon, in accordance with the terms and provisions hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated July 31, 2005, by and between Cygne Designs, Inc., a Delaware corporation (the “Company”), and Commerce Clothing Company LLC, a California limited liability company (“Commerce”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

This DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into this 31st day of July, 2005 (the “Effective Date”), by and between Cygne Designs, Inc., a Delaware corporation (“Cygne”), with its principal executive office at 11 West 42nd Street, New York, New York 10036), and Commerce Clothing Company, LLC, a California limited liability company (“Commerce”) with its principal executive office at 5804 East Slauson Avenue, Commerce, California 90040.

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SUPPLY AGREEMENT
Supply Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

This SUPPLY AGREEMENT (“Supply Agreement”), dated July 31, 2005 (“Effective Date”), is made by and between AZT International S. de R.L. de C.V., a Mexico corporation (“AZT”), an affiliate of Commerce Clothing Company, LLC, a California limited liability company with its principal executive offices at 5804 East Slauson Avenue, Commerce, California 90040 (“Commerce”), and Cygne Designs, Inc., a Delaware corporation (“Cygne”), having its principal executive office at 11 West 42nd Street, New York, New York 10036.

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SECURITY AGREEMENT—GOODS AND CHATTELS
Security Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear
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