REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • Endeavor Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 200 , by and among: Endeavor Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under the caption “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 16th, 2015 • American Apparel, Inc • Blank checks • Delaware
RIGHTS AGREEMENT, dated as of December 21, 2014 (the “Agreement”), between AMERICAN APPAREL, INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).
AMERICAN APPAREL, INC. $10,000,000 AGGREGATE SALES PRICE OF COMMON STOCK SALES AGREEMENTSales Agreement • May 11th, 2015 • American Apparel, Inc • Blank checks • New York
ContractAmerican Apparel, Inc • July 13th, 2011 • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE OF ASSURANCE REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
WARRANT AGREEMENTWarrant Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
Agreement made as of , 2005 between Endeavor Acquisition Corp., a Delaware corporation, with offices at 180 Madison Avenue, Suite 2305, New York, New York 10016 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
61,000,000 Shares AMERICAN APPAREL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2014 • American Apparel, Inc • Blank checks • New York
American Apparel, Inc., 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” or each, an “Underwriter”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”) an aggregate of 61,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 9,150,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
UNDERWRITING AGREEMENT between ENDEAVOR ACQUISITION CORP. and LADENBURG THALMANN & CO. INC. Dated: , 2005Underwriting Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
The undersigned, Endeavor Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (being referred to herein variously as “you,” “Ladenburg” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Ladenburg is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2013 • American Apparel, Inc • Blank checks • New York
This Registration Rights Agreement (the “Agreement”), dated as of April 4, 2013, by and among American Apparel, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto (the “Guarantors”) and Cowen and Company, LLC and Sea Port Group Securities, LLC, as representatives (collectively, the “Representatives”) of the initial purchasers listed on Schedule I hereto (the “Initial Purchasers”).
INDENTURE, dated as of April 4, 2013 among AMERICAN APPAREL, INC. as Company, THE GUARANTORS PARTY HERETO, as Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 13.0% Senior Secured Notes due 2020Indenture, • April 9th, 2013 • American Apparel, Inc • Blank checks • New York
INDENTURE, dated as of April 4, 2013, among American Apparel, Inc., a Delaware corporation (the “Company”), the Guarantors (as herein defined) party hereto and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2005 by and between Endeavor Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
CREDIT AGREEMENT dated as of July 2, 2007 AMERICAN APPAREL, INC. As Lead Borrower For THE BORROWERS PARTY HERETO THE BORROWERS PARTY HERETO THE FACILITY GUARANTORS PARTY HERETO LASALLE BUSINESS CREDIT, LLC, AS AGENT FOR LASALLE BANK MIDWEST NATIONAL...Credit Agreement • December 18th, 2007 • Endeavor Acquisition Corp. • Blank checks • Massachusetts
in consideration of the mutual covenants herein contained and benefits to be derived herefrom, the parties hereto agree as follows:
CREDIT AGREEMENT Dated as of April 4, 2013 among AMERICAN APPAREL (USA), LLC, as a Borrower and as Borrower Representative, AMERICAN APPAREL RETAIL, INC., AMERICAN APPAREL DYEING & FINISHING, INC., KCL KNITTING, LLC, as the other Borrowers Party...Credit Agreement • April 9th, 2013 • American Apparel, Inc • Blank checks • New York
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2015 • American Apparel, Inc • Blank checks • California
EMPLOYMENT AGREEMENT (the “Agreement”), effective as of December 16, 2014, by and between American Apparel, Inc., a Delaware corporation (the “Company”), and Paula Schneider (herein referred to as the “Executive”).
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • November 14th, 2006 • Endeavor Acquisition Corp. • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated November 13, 2006, is to the Warrant Agreement, dated as of December 15, 2005 (the “Warrant Agreement”), by and between Endeavor Acquisition Corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 21st, 2012 • American Apparel, Inc • Blank checks • New York
SEVENTH AMENDMENT, dated as of March 13, 2012 (this “Amendment”), under and to the Credit Agreement dated as of March 13, 2009 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among American Apparel, Inc., a corporation organized under the laws of the State of Delaware (the “Borrower”), the Facility Guarantors from time to time party thereto, Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), in its capacity as Administrative Agent thereunder and in its capacity as Collateral Agent thereunder, and the Lenders from time to time party thereto.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 29th, 2005 • Endeavor Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among ENDEAVOR ACQUISITION CORP., a Delaware corporation (“Company”), JONATHAN J. LEDECKY, TOWER TRUST, JAY H. NUSSBAUM, KERRY KENNEDY, ROBERT B. HERSOV, EDWARD J. MATHIAS and RICHARD Y. ROBERTS (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AMENDMENT NO. 5Credit Agreement • February 11th, 2013 • American Apparel, Inc • Blank checks • New York
The Borrowers have requested that the Lenders provide certain extensions of credit, and the Lenders are willing to do so on the terms and conditions set forth herein.
EXECUTION VERSION EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2010 • American Apparel, Inc • Blank checks • California
This Employment Agreement (the “Agreement”) is made between Endeavor Acquisition Corp. (the “Company”), a Delaware corporation, AAI Acquisition LLC, a wholly owned subsidiary of the Company (“Merger Sub”), and Dov Charney (“Executive”) and is entered into concurrently with the closing of the merger and related business combination transactions (collectively, the “Acquisition”) prescribed by the Agreement and Plan of Reorganization (“Reorganization Agreement”) entered into as of December 18, 2006, and thereafter amended and restated as of November 7, 2007, by and among the Company, Merger Sub, American Apparel, Inc., a California corporation (“AAI”), the various Canadian companies defined in the Reorganization Agreement as CI, American Apparel, LLC, a California limited liability company (“AALLC” and, collectively with AAI and CI, the “Target Companies”), and all of the stockholders or members of the Target Companies, which include the Executive. Capitalized terms not otherwise defined
EXECUTED VERSIONAmerican Apparel, Inc • November 10th, 2014 • Blank checks
Dated as of September 28, 2014 (the “Effective Date”), this letter agreement (this “Agreement”) hereby amends and restates that certain engagement letter agreement, dated September 2, 2014, among Alvarez & Marsal North America, LLC (“A&M”) and American Apparel, Inc., and its assigns and successors (the “Company”), including the scope of the services to be performed and the basis of compensation for those services. Upon execution of this letter by each of the parties below, this letter will constitute an agreement between the Company and A&M.
THIRD AMENDMENT TO CREDIT AGREEMENT LASALLE RETAIL FINANCE Date: December 12, 2007Credit Agreement • April 29th, 2010 • American Apparel, Inc • Blank checks
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) is made to the Credit Agreement (the “Credit Agreement”) dated as of July 2, 2007 by and among:
AMENDMENT NO. 8 AND WAIVER TO CREDIT AGREEMENT OF AMERICAN APPAREL (USA), LLCCredit Agreement • April 29th, 2010 • American Apparel, Inc • Blank checks • New York
AMENDMENT NO. 8 AND WAIVER (this “Amendment”) dated as of November 7, 2008, to the Credit Agreement dated as of January 18, 2007 (as amended by that certain Amendment No. 1 and Waiver to Credit Agreement of American Apparel, Inc. dated as of July 2, 2007, that certain Amendment No. 2 and Waiver to Credit Agreement of American Apparel, Inc. dated as of November 9, 2007, that certain Amendment No. 3 and Waiver to Credit Agreement of American Apparel, Inc. dated as of November 28, 2007, that certain Amendment No. 4 and Waiver to Credit Agreement of American Apparel, Inc., dated as of December 12, 2007, that certain Amendment No. 5 and Waiver to Credit Agreement of American Apparel (USA), LLC dated as of February 29, 2008, that certain Amendment No. 6, Consent and Waiver to Credit Agreement of American Apparel (USA), LLC dated as of May 15, 2008, and that certain Amendment No. 7 to Credit Agreement of American Apparel (USA), LLC dated as of June 20, 2008, and as further amended, supplement
American Apparel, Inc.American Apparel, Inc • March 16th, 2009 • Blank checks • New York
This letter agreement is being delivered by the Company to the Investor pursuant to Section 1.2(b)(1)(G) of the Investment Agreement. Capitalized terms used but not defined herein have the respective meanings set forth in the Investment Agreement.
FIFTH AMENDMENT TO CREDIT AGREEMENT BANK OF AMERICA, N.A. Date: December 19, 2008 THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) is made to the Credit Agreement (as amended, the “Credit Agreement”) dated as of July 2, 2007 by and among:Credit Agreement • April 29th, 2010 • American Apparel, Inc • Blank checks • New York
AMENDMENT NO. 6 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • March 25th, 2015 • American Apparel, Inc • Blank checks • New York
THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT AND WAIVER dated as of March 25, 2015 (this “Amendment”), is among AMERICAN APPAREL (USA), LLC, a California limited liability company (“AA USA”), AMERICAN APPAREL RETAIL, INC., a California corporation (“AA Retail”), AMERICAN APPAREL DYEING & FINISHING, INC., a California corporation (“AA Dyeing & Finishing”), KCL KNITTING, LLC, a California limited liability company (“KCL” and, together with AA USA, AA Retail and AA Dyeing & Finishing, collectively, the “Borrowers” and each, individually, a “Borrower”), AMERICAN APPAREL, INC., a Delaware corporation (“Holdings”), FRESH AIR FREIGHT, INC., a California corporation (“Fresh Air” and, together with Holdings, collectively, the “Guarantors” and each, individually, a “Guarantor”), CAPITAL ONE BUSINESS CREDIT CORP. (f/k/a Capital One Leverage Finance Corp.), as administrative agent (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2006 • Endeavor Acquisition Corp. • Blank checks • California
This Employment Agreement (the “Agreement”) is made between Endeavor Acquisition Corp. (“Company”), a Delaware corporation, AAI Acquisition Corp., a wholly owned subsidiary of the Company (“Merger Sub”), and Dov Charney (the “Executive”) and is being entered into concurrently with the closing of the merger and related business combination transactions (collectively, the “Acquisition”) prescribed by the Agreement and Plan of Reorganization (“Reorganization Agreement”) entered into as of December 18, 2006, by and among the Company, Merger Sub, American Apparel, Inc., a California corporation (“AAI”), the various Canadian companies defined in the Reorganization Agreement as CI, American Apparel, LLC, a California limited liability company (“AALLC” and, collectively with AAI and CI, the “Target Companies”), and all of the stockholders or members of the Target Companies, which include the Executive. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in t
AMENDMENT NO. 4 AND WAIVER TO CREDIT AGREEMENT OF AMERICAN APPAREL, INC.Credit Agreement • March 28th, 2008 • American Apparel, Inc • Blank checks • New York
AMENDMENT NO. 4 AND WAIVER (this “Amendment”), dated as of December 12, 2007, to the Credit Agreement dated as of January 18, 2007 (as amended by that certain Amendment No. 1 and Waiver to Credit Agreement of American Apparel, Inc. dated as of July 2, 2007, that certain Amendment No. 2 and Waiver to Credit Agreement of American Apparel, Inc. dated as of November 9, 2007 and that certain Amendment No. 3 and Waiver to Credit Agreement of American Apparel, Inc. dated as of November 28, 2007, the “Credit Agreement”), among American Apparel, Inc., a California corporation (the “Borrower”), the Facility Guarantors thereto (the “Guarantors”) and SOF Investments, L.P. - Private IV, as lender (the “Lender”). Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
FIFTH AMENDMENT TO CREDIT AGREEMENT BANK OF AMERICA, N.A.Credit Agreement • December 19th, 2008 • American Apparel, Inc • Blank checks
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) is made to the Credit Agreement (as amended, the “Credit Agreement”) dated as of July 2, 2007 by and among:
AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT OF AMERICAN APPAREL, INC.Credit Agreement • December 18th, 2007 • Endeavor Acquisition Corp. • Blank checks • New York
AMENDMENT NO. 3 AND WAIVER (this “Amendment”), dated as of November [ ], 2007, to the Credit Agreement dated as of January 18, 2007 (as amended by that certain Amendment No. 1 and Waiver to Credit Agreement of American Apparel, Inc. dated as of July 2, 2007 and that certain Amendment No. 2 and Waiver to Credit Agreement of American Apparel, Inc. dated as of November 9, 2007, the “Credit Agreement”), among American Apparel, Inc., a California corporation (the “Borrower”), the Facility Guarantors thereto (the “Guarantors”) and SOF Investments, L.P. - Private IV, as lender (the “Lender”). Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
SECOND AMENDMENTSecond Amendment • April 1st, 2010 • American Apparel, Inc • Blank checks • New York
SECOND AMENDMENT, dated as of March 31, 2010 (this “Amendment”), to the Credit Agreement dated as of March 13, 2009 (as modified by that certain Resignation, Waiver, Consent and Appointment Agreement dated as of March 31, 2009, the Waiver, dated as of September 30, 2009, and the First Amendment, dated as of December 30, 2009, the “Credit Agreement”) among American Apparel, Inc., a corporation organized under the laws of the State of Delaware (the “Borrower”), the Facility Guarantors from time to time party thereto, Wilmington Trust FSB, in its capacity as Administrative Agent and in its capacity as Collateral Agent thereunder, and the Lenders from time to time party thereto.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • October 8th, 2015 • American Apparel, Inc • Blank checks • New York
WHEREAS, on October 5, 2015, (the “Petition Date”), the Borrowers and the other Credit Parties commenced voluntary cases (the “Chapter 11 Cases”) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and the Borrowers and the other Credit Parties have continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 1st, 2014 • American Apparel, Inc • Blank checks • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of May 22, 2013 (this “Amendment”), is among AMERICAN APPAREL (USA), LLC, a California limited liability company (“AA USA”), AMERICAN APPAREL RETAIL, INC., a California corporation (“AA Retail”), AMERICAN APPAREL DYEING & FINISHING, INC., a California corporation (“AA Dyeing & Finishing”), KCL KNITTING, LLC, a California limited liability company (“KCL” and, together with AA USA, AA Retail and AA Dyeing & Finishing, collectively, the “Borrowers” and each, individually, a “Borrower”), AMERICAN APPAREL, INC., a Delaware corporation (“Holdings”), FRESH AIR FREIGHT, INC., a California corporation (“Fresh Air” and, together with Holdings, collectively, the “Guarantors” and each, individually, a “Guarantor”), CAPITAL ONE LEVERAGE FINANCE CORP., as administrative agent (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 10th, 2014 • American Apparel, Inc • Blank checks • New York
AMENDMENT NO. 2, dated as of September 8, 2014 (this “Amendment”), among American Apparel, Inc., a Delaware corporation (the “Borrower”), the Facility Guarantors party hereto, and Standard General Master Fund L.P., as Lender under, and as defined in, the Credit Agreement (as hereinafter defined), comprising 100% of the existing Lenders (the “Consenting Lender”);
AMENDMENT No. 1 AND WAIVER TO CREDIT AGREEMENT OF AMERICAN APPAREL, INC.Credit Agreement • December 18th, 2007 • Endeavor Acquisition Corp. • Blank checks • New York
AMENDMENT No. 1 AND WAIVER (this “Amendment”), dated as of July 2, 2007, to the Credit Agreement, dated as of January 18, 2007 (as amended to the date hereof, the “Credit Agreement”), among American Apparel, Inc., a California corporation (the “Borrower”), the Facility Guarantors thereto (the “Guarantors”) and SOF Investments, L.P.- Private IV, as lender (the “Lender”). Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 19th, 2012 • American Apparel, Inc • Blank checks • New York
This INTERCREDITOR AGREEMENT, is dated as of March 13, 2012, and entered into by and between CRYSTAL FINANCIAL LLC, in its capacity as administrative agent and collateral agent for the First Lien Lenders (as defined below), including its successors and assigns in such capacity from time to time (in such capacity, the “First Lien Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (SUCCESSOR BY MERGER TO WILMINGTON TRUST FSB), in its capacity as collateral agent for the Second Lien Lenders (as defined below), including its successors and assigns in such capacity from time to time (in such capacity, the “Second Lien Collateral Agent”), and in its capacity as administrative agent for the Second Lien Lenders (as defined below), including its successors and assigns in such capacity from time to time (in such capacity, the “Second Lien Administrative Agent”), and acknowledged by AMERICAN APPAREL, INC., a corporation organized under the laws of the state of Delaware (the “Compa
