Kate Spade & Co Sample Contracts

dated as of
Credit Agreement • November 12th, 2002 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
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Agreement • March 29th, 2001 • Claiborne Liz Inc • Women's, misses', and juniors outerwear
and First Chicago Trust Company of New York
Rights Agreement • December 7th, 1998 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
among
Share Purchase Agreement • May 25th, 2001 • Claiborne Liz Inc • Women's, misses', and juniors outerwear
Exhibit 10(e)(iv) TRUST, RECORDKEEPING AND ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 11th, 2004 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
EXHIBIT 10(y) [CHASE LOGO] CREDIT AGREEMENT
Credit Agreement • March 31st, 2000 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
EXHIBIT 10(x) [CHASE LOGO] THREE-YEAR CREDIT AGREEMENT dated as of November 16, 2000
Credit Agreement • March 29th, 2001 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
EXHIBIT 10(y) [CHASE LOGO] CREDIT AGREEMENT dated as of NOVEMBER 16, 2000
Credit Agreement • March 29th, 2001 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
REGISTRATION RIGHTS AGREEMENT by and among Fifth & Pacific Companies, Inc. the Guarantors Listed on Schedule I hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the several Initial Purchasers Dated as of June 8, 2012
Registration Rights Agreement • July 26th, 2012 • Fifth & Pacific Companies, Inc. • Women's, misses', and juniors outerwear • New York

This Agreement is made pursuant to the Purchase Agreement, dated June 6, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 7, 2011 (as amended or supplemented from time to time, the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), relating to the Initial Notes an

TRUST AGREEMENT FOR LIZ CLAIBORNE, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Trust Agreement • March 25th, 2002 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • Delaware
Exhibit 10(q) JP Morgan ======================================================= ========================= 364-DAY CREDIT AGREEMENT
Day Credit Agreement • March 11th, 2004 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
Liz Claiborne, Inc 1441 Broadway New York, NY 10018
Termination Benefits Agreement • November 5th, 2003 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • Delaware
dated as of
Year Credit Agreement • October 18th, 2004 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
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LIZ CLAIBORNE, INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2009 6% Convertible Senior Notes due 2014
Claiborne Liz Inc • August 12th, 2009 • Women's, misses', and juniors outerwear • New York

INDENTURE dated as of June 24, 2009 between Liz Claiborne, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter sometimes called the “Trustee,” as more fully set forth in Section 1.01).

CREDIT AGREEMENT dated as of April 10, 2014 among KATE SPADE & COMPANY, as Borrower, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent SUNTRUST BANK and...
Credit Agreement • May 14th, 2014 • Kate Spade & Co • Women's, misses', and juniors outerwear • New York

CREDIT AGREEMENT dated as of April 10, 2014 among KATE SPADE & COMPANY., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article 1) and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”).

INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 28th, 2011 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York

This INTERCREDITOR AGREEMENT (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of April 7, 2011, and entered into by and between JPMorgan Chase Bank, N.A., in its capacity as U.S. collateral agent under the Initial ABL Credit Agreement, including its successors and assigns from time to time (the “Initial ABL Agent”), and U.S. Bank National Association, a national banking association, as Collateral Agent and Trustee (the “Trustee”), not in its individual capacity, but solely in its capacity as trustee and collateral agent under the Indenture and (as the case may be) as collateral agent for and representative hereunder of the holders of the Additional Pari Passu Note Obligations, including in each case its successors and assigns from time to time (in such capacities, the “Notes Agent”) and is acknowledged by Liz Claiborne, Inc., a Delaware corporation (the “Company”), and the domestic subsidiaries of the Company

WITNESSETH:
Claiborne Liz Inc • March 16th, 2005 • Women's, misses', and juniors outerwear
1 COLLECTIVE AGREEMENT NEW YORK SKIRT AND SPORTSWEAR ASSOCIATION, INC.
Collective Agreement • March 29th, 1996 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
FIFTH AMENDMENT TO LEASE
Agreement • March 11th, 2004 • Claiborne Liz Inc • Women's, misses', and juniors outerwear
May 7, 2017 Timothy Michno c/o Kate Spade & Company New York, New York 10016 Dear Mr. Michno, As you know, Kate Spade & Company (the “Company”) intends to enter into an Agreement and Plan of Merger with Coach, Inc. (“Parent”) and a wholly-owned...
Separation and Release Agreement • May 26th, 2017 • Kate Spade & Co • Women's, misses', and juniors outerwear • New York

In consideration for your continued employment following the Merger, the sufficiency of which the parties acknowledge, and consistent with the terms of the Merger Agreement and the related Company Disclosure Letter, you and the Company acknowledge and agree that, effective as of the Effective Time (as defined in the Merger Agreement), your Executive Severance Agreement dated as of January 1, 2017 (your “Existing Agreement”), and your equity award agreements will be deemed amended to reflect the changes set forth below. Any capitalized terms not defined in this letter shall have the meaning ascribed to them in your Existing Agreement.

PURCHASE AGREEMENT
Purchase Agreement • April 28th, 2011 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the Initial Purchasers One Bryant Park New York, New York 10036

CREDIT AGREEMENT dated as of May 16, 2014, among KATE SPADE & COMPANY, KATE SPADE UK LIMITED, and KATE SPADE CANADA INC., as Borrowers, The GUARANTORS Party Hereto, The LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and US...
Credit Agreement • August 12th, 2014 • Kate Spade & Co • Women's, misses', and juniors outerwear • New York

CREDIT AGREEMENT dated as of May 16, 2014 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among KATE SPADE & COMPANY, KATE SPADE UK LIMITED, KATE SPADE CANADA INC., the other Loan Parties from time to time party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and US Collateral Agent, J.P. MORGAN EUROPE LIMITED, as European Administrative Agent and European Collateral Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent, BANK OF AMERICA, N.A., as Syndication Agent, and WELLS FARGO BANK, N.A. and SUNTRUST BANK, as Documentation Agents.

LIZ CLAIBORNE, INC. EXECUTIVE TERMINATION BENEFITS AGREEMENT
Executive Termination Benefits Agreement • July 15th, 2009 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • Delaware

This second amended and restated Executive Termination Benefits Agreement (this “Agreement”), dated as of the 14th day of July, 2009 (the “Effective Date”), is by and between Liz Claiborne, Inc., a Delaware corporation (the “Company”), and William L. McComb (the “Executive”).

May 7, 2017 Craig Leavitt c/o Kate Spade & Company New York, New York 10016 Dear Mr. Leavitt, As you know, Kate Spade & Company (the “Company”) intends to enter into an Agreement and Plan of Merger with Coach, Inc. (“Parent”) and a wholly-owned...
Existing Agreement • May 26th, 2017 • Kate Spade & Co • Women's, misses', and juniors outerwear

In consideration for your continued employment following the Merger, the sufficiency of which the parties acknowledge, and consistent with the terms of the Merger Agreement and the related Company Disclosure Letter, you and the Company acknowledge and agree that, effective as of the Effective Time (as defined in the Merger Agreement), your Executive Severance Agreement dated as of January 7, 2014 (your “Existing Agreement”), your Employment Agreement dated as of January 7, 2014 (the “Employment Agreement”) and your equity award agreements will be deemed amended to reflect the changes set forth below. Any capitalized terms not defined in this letter shall have the meaning ascribed to them in your Existing Agreement.

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