INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] between Vince Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Vince Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 23rd, 2014 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Vince Holding Corp., a Delaware corporation (the “Company”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,550,373 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and, at the election of the Underwriters, up 532,555 additional shares of Common Stock. The 3,550,373 shares to be sold by the Selling Stockholders are herein called the “Firm Shares” and the up to 532,555 additional shares of Common Stock to be sold by the Selling Stockholders at the election of the Underwriters 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 collectively called the “Shares”.
Apparel Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • October 10th, 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 and, at the election of the Underwriters, up to [ ] additional shares of common stock, par value $0.01 per share (“Common Stock”) of the Company. The [ ] shares to be sold by the Company are herein called the “Firm Shares” and the [ ] additional shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section (2) hereof are herein collectively called the “Shares”.
OPEN MARKET SALE AGREEMENTSMVince Holding Corp. • September 9th, 2021 • Retail-apparel & accessory stores • New York
KELLWOOD COMPANY AND THE GUARANTORS NAMED HEREIN 12 7/8% SECOND-PRIORITY SENIOR SECURED PIK NOTES DUE 2014 INDENTURE Dated as of July 23, 2009 Wells Fargo Bank, National Association as Trustee and Collateral AgentIndenture • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
INDENTURE dated as of July 23, 2009 by and among Kellwood Company, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto and Wells Fargo Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE VINCE HOLDING CORP. 2013 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • April 12th, 2019 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Vince Holding Corp., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Vince Holding Corp. 2013 Omnibus Incentive Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and
SALES AGREEMENTSales Agreement • June 30th, 2023 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE VINCE HOLDING CORP. 2013 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vince Holding Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Vince Holding Corp. 2013 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
VINCE, LLC EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2021 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 8, 2021, by and between Vince, LLC, a Delaware limited liability company (the “Company”) and a wholly owned subsidiary of Vince Holding Corp., a Delaware corporation (the “Parent”), and Jonathan “Jack” Schwefel (the “Executive”).
KELLWOOD COMPANY EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 4, 2012, between Kellwood Company, a Delaware corporation (the “Company”), and Jill Granoff (the “Executive”).
REGISTRATION AGREEMENTRegistration Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of February 20, 2008, by and among Kellwood Holding Corp., a Delaware corporation (the “Company”), Sun Cardinal, LLC, LLC, a Delaware limited liability company (“Sun Cardinal”), SCSF Cardinal, LLC, a Delaware limited liability company (“SCSF Cardinal”, and together with Sun Cardinal, “Sun”), and each Person whose name appears on the signature pages attached hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Otherwise undefined capitalized terms used herein are defined in Section 10 hereof.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 9th, 2021 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 7, 2021, among VINCE, LLC, a Delaware limited liability company (the “Borrower” or the “Company”), the Guarantors named on Schedule 1.01 hereto, each Lender from time to time party hereto, each L/C Issuer from time to time party hereto, and CITIZENS BANK, N.A., as Agent, collateral agent and an L/C issuer.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 9th, 2021 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 11, 2020, among VINCE, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors named on Schedule 1.01(a) hereto, each Lender from time to time party hereto, and SK FINANCIAL SERVICES, LLC, a Delaware limited liability company, as administrative agent and collateral agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] between Vince Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CREDIT AGREEMENT Dated as of June 23, 2023 among Vince, LLC, as the Borrower, The Guarantors Named Herein, BANK OF AMERICA, N.A., as Agent and The Other Lenders Party Hereto BofA SECURITIES, INC., as Sole Lead Arranger and Sole BookrunnerCredit Agreement • June 26th, 2023 • Vince 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.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 26th, 2023 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of December 11, 2020, among VINCE, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors named on Schedule 1.01(a) hereto, each Lender from time to time party hereto, and SK FINANCIAL SERVICES, LLC, a Delaware limited liability company, as administrative agent and collateral agent.
Grant AgreementGrant Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
This Grant Agreement, dated as of June 30, 2010 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2010 Stock Option Plan (the “Plan”) of Kellwood Company (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
September 1, 2015Vince Holding Corp. • December 10th, 2015 • Retail-apparel & accessory stores • Delaware
On behalf of Vince Holding Corp. (the “Company”), we are pleased to offer you this letter agreement (this “Agreement”), which sets forth all of the terms and conditions of your employment as Interim Chief Executive Officer of the Company.
KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers AMENDED AND RESTATED TERM A LOAN AGREEMENT Dated as of October 19, 2011 SCSF KELLWOOD FINANCE, LLC and SUN KELLWOOD FINANCE, LLC, as Lenders and SUN KELLWOOD FINANCE,...Term a Loan Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
THIS AMENDED AND RESTATED TERM A 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, SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF Finance”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (“Sun Finance” and, together with the SCSF Finance, each a “Lender” and collectively, the “Lenders”) and Sun Finance, in its capacity as collateral agent for each Lender (the “Collateral Agent”).
INVESTMENT AGREEMENT by and among VINCE HOLDING CORP., SUN CARDINAL, LLC, and SCSF CARDINAL, LLC Dated as of August 10, 2017Investment Agreement • August 10th, 2017 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2017, by and among Vince Holding Corp., a Delaware corporation (the “Company”), Sun Cardinal, LLC, a Delaware limited liability company (“Sun Cardinal”), and SCSF Cardinal, LLC, a Delaware limited liability company (“SCSF” and, together with Sun Cardinal, the “Investors”).
KELLWOOD HOLDING CORP. FIRST AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENTApparel Holding Corp. • October 10th, 2013 • Retail-apparel & accessory stores • Illinois
Reference is hereby made to that certain Bank of Montreal Loan Authorization Agreement dated as of February 13, 2008 (the Bank of Montreal Loan Authorization Agreement as the same may be amended from time to time, being referred to herein as the “Loan Agreement”), between the undersigned, Kellwood Holding Corp. (formerly known as Cardinal Integrated, LLC), a Delaware corporation (the “Borrower”), and Bank of Montreal (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Loan Agreement.
VINCE EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2016 • Vince Holding Corp. • Retail-apparel & accessory stores • California
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 18, 2015, by and between Vince, LLC, a Delaware limited liability company (the “Company”) and Katayone Adeli (the “Executive”).
AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This AMENDMENT No. 1 to SENIOR SUBORDINATED PROMISSORY NOTE (this “Amendment”) is made and entered into as of this 19th day of July, 2012, by and between Kellwood Holding Corp., a Delaware corporation (the “Maker”) and SCSF Kellwood Finance, LLC, a Delaware limited liability company (the “Payee”).
KELLWOOD HOLDING CORP. THIRD AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENTLoan Authorization Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
Reference is hereby made to that certain Bank of Montreal Loan Authorization Agreement dated as of February 13, 2008 (the Bank of Montreal Loan Authorization Agreement as the same may be amended from time to time, being referred to herein as the “Loan Agreement”), between the undersigned, Kellwood Holding Corp. (formerly known as Cardinal Integrated, LLC), a Delaware corporation (the “Borrower”), and Bank of Montreal (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Loan Agreement.
Joinder to Loan AgreementJoinder to Loan Agreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
The undersigned, Vince, LLC, a Delaware limited liability company, hereby joins in the execution of that certain Fourth Amended and Restated Term Loan Agreement dated as of April 20, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”) among Kellwood Company, certain of its Domestic Subsidiaries, and each other Domestic Subsidiary that becomes a Borrower thereunder after the date and pursuant to the terms thereof, Sun Kellwood Finance, LLC, as collateral agent for each Lender and such Lenders party thereto. All capitalized terms not defined herein shall have the meaning assigned to them in the Loan Agreement.
CONSULTING AGREEMENTConsulting Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
This CONSULTING AGREEMENT (this “Agreement”), dated as of November 27, 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 • 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.
VINCE, LLC CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 14th, 2016 • Vince Holding Corp. • Retail-apparel & accessory stores • California
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) dated this 23rd day of November, 2015 by and between Vince, LLC a Delaware limited liability company (the “Company”), and Christopher LaPolice (the “Consultant”).
AGREEMENT REGARDING AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTEAgreement • September 24th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This AGREEMENT REGARDING AMENDMENT No. 1 to SENIOR SUBORDINATED PROMISSORY NOTE (this “Agreement”) is made and entered into as of this 28th day of December, 2012, by and between Kellwood Holding Corp., a Delaware corporation (the “Maker”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (the “Payee”).
TAX RECEIVABLE AGREEMENT by and between APPAREL HOLDING CORP. (F/K/A KELLWOOD HOLDING CORP.), THE STOCKHOLDERS and THE STOCKHOLDER REPRESENTATIVE Dated as of November 27, 2013Tax Receivable Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 27, 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.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 26, 2021, by and among VINCE, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors signatory hereto, CITIZENS BANK, N.A. (in its individual capacity, “Citizens”), as administrative agent and collateral agent under the Loan Documents (in such capacities, the “Agent”), Citizens, as an L/C Issuer, and each of the Lenders party hereto.
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 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
CREDIT AGREEMENT dated as of November 27, 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. 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”).
CONSENT AND AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENTPurchase Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2012, is made by and among Kellwood Company, a Delaware corporation (“US Seller”), Canadian Recreation Products Inc., a corporation organized under the Laws of Quebec (“Canada Seller”, and collectively with US Seller, the “Sellers”, and each, individually, a “Seller”), RR Canada, Inc., a corporation organized under the Laws of Quebec (“Canada Purchaser”), and RR Acquisition Corporation, a Delaware corporation (“US Purchaser”, and collectively with Canada Purchaser, the “Purchasers”, and each, individually, a “Purchaser”). The Sellers and the Purchasers are sometimes individually referred to in this Agreement as a “Party”, and collectively, as the “Parties”. Certain capitalized terms used herein have the meanings ascribed to such terms in Article VI.
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”).
April 14, 2017Credit Agreement • June 8th, 2017 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
Reference is made to that certain Credit Agreement, dated as of November 27, 2013 (as amended and in effect as of the date hereof, and as may from time to time be further amended, restated, supplemented or modified, the “Credit Agreement”), among VINCE, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto, BANK OF AMERICA, N.A., as administrative agent and as collateral agent (in such capacities, including any successor thereto, the “Agent”) under the Loan Documents, and each lender party thereto (collectively, the “Lenders” and individually, each a “Lender”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.
