Apparel Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
Apparel Holding Corp. (to be renamed Vince Holding Corp. prior to the consummation of the offering contemplated herein), a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of common stock, par value $0.01 per share of the Company (“Common Stock”) and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to [ ] additional shares of Common Stock. The [ ] shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Selling Stockholders are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section (3) hereof are herein coll
CREDIT AGREEMENT Dated as of [ ], 2013 among Vince, LLC, as the Borrower, The Guarantors Named Herein, BANK OF AMERICA, N.A. as Agent and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole...Credit Agreement • November 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.
TRANSFER AGREEMENTTransfer Agreement • November 12th, 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.
CREDIT AGREEMENT among VINCE, LLC and VINCE INTERMEDIATE HOLDING, LLC, as Borrowers, VINCE HOLDING CORP., as a Guarantor The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, J.P. MORGAN SECURITIES LLC,...Credit Agreement • November 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
CREDIT AGREEMENT dated as of [•], 2013, among VINCE, LLC, a Delaware limited liability company (“Vince”), VINCE INTERMEDIATE HOLDING, LLC, a Delaware limited liability company (“Intermediate Holdings” and, together with Vince, each a “Borrower” and collectively, the “Borrowers”), VINCE HOLDING CORP., a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, J.P. MORGAN SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), BANK OF AMERICA, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, and CANTOR FITZGERALD SECURITIES, as documentation agent (in such capacity, the “Documentation Agent”).
