INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2013 between Vince Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • October 31st, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This CONSULTING AGREEMENT (this “Agreement”), dated as of [ ] [ ], 2013, is entered into by and between Apparel Holding Corp., a Delaware corporation (the “Company”) and Sun Capital Partners Management V, LLC, a Delaware limited liability company (the “Consultant”). The Company and Consultant are referred to herein as the “Parties”.
TRANSFER AGREEMENTTransfer Agreement • October 31st, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 2013, by and between Kellwood Company, LLC a Delaware limited liability company (“Transferor”), Vince Intermediate Holding, LLC, a Delaware limited liability company (“Transferee”) and solely with respect to Sections 2.04 and 6.01(a) hereof, Apparel Holding Corp., a Delaware corporation (to be renamed Vince Holding Corp., “Apparel Holding”). Transferor and Transferee are referred to collectively herein as the “Parties” and each as a “Party”. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in ARTICLE I below.
TAX RECEIVABLE AGREEMENT by and between APPAREL HOLDING CORP. (F/K/A KELLWOOD HOLDING CORP.), THE STOCKHOLDERS and THE STOCKHOLDER REPRESENTATIVE Dated as of [ ], 2013Tax Receivable Agreement • October 31st, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ], 2013, is hereby entered into by and between Apparel Holding Corp., a Delaware corporation, formerly known as Kellwood Holding Corp. (the “Company”), the Stockholders (as defined herein) and Sun Cardinal, LLC, a Delaware limited liability company (along with any successor as provided in Section 7.06), as the “Stockholder Representative”). Capitalized terms used herein have the definitions set forth in Section 1.01.
KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers TERM LOAN AGREEMENT Dated as of October 19, 2011 Term A Loan: $47,900,000.00 Term B Loan: $7,100,000.00 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and CERBERUS BUSINESS...Term Loan Agreement • October 31st, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) is dated as of October 19, 2011 among KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), other Obligors (as defined below) party hereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”) and Cerberus Business Finance, LLC, solely in its capacity as collateral agent for each Lender (the “Collateral Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 31st, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 23, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative”), the Domestic Subsidiaries of Borrower Representative party hereto as Borrowers (together with Borrower Representative, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
ESCROW AGREEMENTEscrow Agreement • October 31st, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS ESCROW AGREEMENT, dated as of [ ], 2013 (this “Escrow Agreement”), is by and among Vince Intermediate Holding, LLC, a Delaware limited liability company (“Vince”), Kellwood Company, LLC, a Delaware limited liability company (formerly known as Kellwood Company, “Kellwood”), and U.S. Bank National Association, a national banking association, as Escrow Agent hereunder (“Escrow Agent”).
