INDEMNIFICATION AGREEMENT by and between Michael Kors Holdings Limited and as Indemnitee Dated as of [ ], 20[ ]Indemnification Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • Virgin Islands
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 20[ ], by and among Michael Kors Holdings Limited, a company organized under the laws of the British Virgin Islands (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK (*) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONLicense and Distribution Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
LICENSE AND DISTRIBUTION AGREEMENT made as of this 1st day of April 2011, by and between MICHAEL KORS, L.L.C., a limited liability company existing under and by virtue of the laws of the State of Delaware, with offices at 11 West 42nd Street, New York, NY, 10036, USA (“Licensor”) and Michael Kors (HK) Limited, a Hong Kong limited company with offices at 12/F Novel Industrial Building, 850-870 Lai Chi Kok Road, Cheung Sha Wan, Kowloon, Hong Kong (“Licensee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 7, 2011, among Michael Kors Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), the persons listed on Schedule I hereto (the “Sellers”), and the investors named on the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 15, 2011 among MICHAEL KORS (USA), INC. The Foreign Subsidiary Borrowers Party Hereto The LENDERS Party Hereto, The GUARANTORS Party Hereto, JPMORGAN CHASE BANK, N.A., as...Pledge and Security Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
This is a SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 15, 2011 by and among MICHAEL KORS (USA), INC., a Delaware corporation (the “Company”), MICHAEL KORS (EUROPE) B.V., a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands, MICHAEL KORS (CANADA) CO., an unlimited liability company incorporated under the laws of the Province of Nova Scotia, MICHAEL KORS (SWITZERLAND) GMBH, a limited liability company organized under the laws of Switzerland and the other FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, as Borrowers, MICHAEL KORS HOLDINGS LIMITED, a British Virgin Islands company, MICHAEL KORS CORPORATION, a British Virgin Islands company, MICHAEL KORS, L.L.C., a Delaware limited liability company, MICHAEL KORS INTERNATIONAL LIMITED, a British Virgin Islands company, MICHAEL KORS STORES (CALIFORNIA), INC., a Delaware
RESTRUCTURING AGREEMENT BY AND AMONG MICHAEL KORS HOLDINGS LIMITED, SHL-KORS LIMITED, SHL FASHION LIMITED, MICHAEL KORS (USA), INC., MICHAEL KORS FAR EAST HOLDINGS LIMITED, MICHAEL KORS, SPORTSWEAR HOLDINGS LIMITED, LITTLESTONE, NORTHCROFT TRADING...Restructuring Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
THIS RESTRUCTURING AGREEMENT, dated as of July 7, 2011 (this “Agreement”), is made by and among Michael Kors Holdings Limited, a British Virgin Islands limited company (“MKHL”), SHL-Kors Limited, a British Virgin Islands limited company (“SHLK”), Michael Kors (“MK”), SHL Fashion Limited, a British Virgin Islands limited company (“SHLF”), Michael Kors (USA), Inc., a Delaware corporation (“Kors (USA)”), Michael Kors Far East Holdings Limited, a British Virgin Islands limited company (“Far East Holdings”), Sportswear Holdings Limited, a British Virgin Islands limited company (“Sportswear Holdings”), Littlestone, a Cayman Islands company (“Littlestone”), Northcroft Trading Inc., a Panama corporation (“Northcroft”), Vax Trading, Inc., a British Virgin Islands company (“Vax”), OB Kors LLC, a Washington limited liability company (“OB Kors”), John Idol (“Idol”), John Muse (“Muse”), Muse Children’s GS Trust, a Texas trust (“Muse Trust”), JRM Interim Investors, LP, a Texas limited partnership (“
VOTING AND LOCK-UP AGREEMENTVoting and Lock-Up Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
THIS VOTING AND LOCK-UP AGREEMENT, dated as of July 11, 2011 (this “Agreement”), is made by and among Michael Kors Holdings Limited, a British Virgin Islands limited company (the “Company”), and the Persons listed on Schedule I attached hereto under the heading “Existing Shareholders” (such Persons, the “Existing Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Shareholders Agreement (as defined below).
SHAREHOLDERS AGREEMENT among MICHAEL KORS HOLDINGS LIMITED and THE SHAREHOLDERS NAMED HEREIN Dated as of July 11, 2011Shareholders Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
This SHAREHOLDERS AGREEMENT, dated as of July 11, 2011 (this “Agreement”), by and among Michael Kors Holdings Limited, a British Virgin Islands limited company (the “Company”), the Existing Shareholders listed on Schedule I attached hereto, and the New Shareholders listed on Schedule II attached hereto.
41,700,000 Shares MICHAEL KORS HOLDINGS LIMITED ORDINARY SHARES UNDERWRITING AGREEMENTEmployment Agreement • December 2nd, 2011 • Michael Kors Holdings LTD • Wholesale-apparel, piece goods & notions • New York
