Cygne Designs Inc Sample Contracts

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MANAGEMENT AGREEMENT
Management Agreement • September 14th, 1999 • Cygne Designs Inc • Women's, misses', and juniors outerwear
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, NEW YORK BRANCH
Credit Agreement • December 17th, 1996 • Cygne Designs Inc • Women's, misses', and juniors outerwear • New York
ARTICLE I
Stockholders Agreement • December 17th, 1996 • Cygne Designs Inc • Women's, misses', and juniors outerwear • New York
AMENDED AND RESTATED ACQUISITION AGREEMENT
Non-Competition Agreement • September 14th, 1999 • Cygne Designs Inc • Women's, misses', and juniors outerwear
W I T N E S S E T H -------------------
Lease Extension • May 3rd, 2001 • Cygne Designs Inc • Women's, misses', and juniors outerwear
AND
Revolving Credit and Security Agreement • June 19th, 2001 • Cygne Designs Inc • Women's, misses', and juniors outerwear • New York
Memorandum Of Understanding Shipson, LLC and Cygne Designs, Inc.
Lease • May 15th, 2008 • Cygne Designs Inc • Women's, misses', and juniors outerwear

By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.

LOAN AND SECURITY AGREEMENT (ACCOUNTS AND INVENTORY)
Loan and Security Agreement • August 8th, 2007 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS AGREEMENT is entered into on July 30, 2007, between Comerica (“Bank”) as secured party, whose Western Division headquarters office is 333 West Santa Clara Street, San Jose, CA and the undersigned (“Borrower”), whose sole place of business (if it has only one), chief executive office (if it has more than one place of business) or residence (if an individual) is located at the address set forth below its name on the signature page to this Agreement. The parties agree as follows:

AMENDED AND RESTATED INVENTORY RIDER (REVOLVING ADVANCE)
Cygne Designs Inc • May 15th, 2008 • Women's, misses', and juniors outerwear

Borrower has entered into that certain Loan and Security Agreement (Accounts and Inventory) dated July 30, 2007 with Comerica Bank (“Bank”) as secured party (as modified, supplemented, amended, revised or restated from time to time, hereinafter the “Agreement”) This AMENDED AND RESTATED INVENTORY RIDER (REVOLVING ADVANCE), dated November 7, 2007 (hereinafter, this “Rider”) is hereby made a part of and incorporated into that Agreement. Unless otherwise defined, all initially capitalized terms in this Rider shall be as defined in the Agreement.

Cygne Designs, Inc.
Cygne Designs Inc • August 4th, 2005 • Women's, misses', and juniors outerwear
SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • June 14th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear

THIS SECOND AMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”), dated April 27, 2006, effective July 31, 2005, is made by and between Diversified Apparel Resources, LLC f/k/a Commerce Clothing Company, LLC (“Diversified”), a California limited liability company with its principal executive offices at 5804 East Slauson Avenue, Commerce, California 90040 and Cygne Designs, Inc., a Delaware corporation (“Cygne”), having its principal executive office at 11 West 42nd Street, New York, New York 10036.

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • January 5th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into effective as of January 3, 2006, by and between Diversified Apparel Resources, LLC (f/k/a Commerce Clothing Company, LLC), a California limited liability company (the “Holder”), and Cygne Designs, Inc., a Delaware corporation (the “Company”).

RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), dated July 31, 2005, by Hubert Guez (“Stockholder”) in favor and for the benefit of Cygne Designs, Inc., a Delaware corporation (“Cygne”), and its subsidiaries (Cygne and such subsidiaries are collectively referred to herein as the “Cygne Entities”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 22nd, 2008 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), is executed as of November 10, 2008, by and between Cygne Designs, Inc., a Delaware corporation (“Seller”), and Bernard Manuel (“Buyer”).

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CYGNE DESIGNS, INC. RESTRICTED STOCK AGREEMENT
Incentive Plan • January 26th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear • Delaware

WHEREAS, pursuant to the Cygne Designs, Inc. 2006 Incentive Plan (the “Plan”), the Company desires to grant the Participant, and the Participant desires to accept, an award of Restricted Stock on the terms and conditions set forth in this Agreement and the Plan.

FIFTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2008 • Cygne Designs Inc • Women's, misses', and juniors outerwear

This Fifth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between CYGNE DESIGNS, INC., a Delaware corporation (“Borrowed” and COMERlCA BANK (“Bank”), whose Western Market Headquarters is located at 333 West Santa Clara Street, San Jose, California, as of this May 5th, 2008.

GUARANTY
Cygne Designs Inc • August 4th, 2005 • Women's, misses', and juniors outerwear • New York
STOCK TRANSFER RESTRICTION AGREEMENT
Stock Transfer Restriction Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • Delaware

THIS STOCK TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated July 31, 2005, is entered into by and between Bernard Manuel (“Manuel”) and Hubert Guez (“Guez”).

As of January 31, 2006
Factoring Agreement • May 1st, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear

We refer to the Factoring Agreement dated as of July 31, 2005 (the “Factoring Agreement”), which among other things sets forth the terms on which Milberg Factors, Inc. (“Milberg”) has agreed to make certain discretionary advances available to Cygne Designs, Inc. (the “Borrower”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Factoring Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 5th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into effective as of January 3, 2006, by and between Cygne Designs, Inc., a Delaware corporation (the “Company”), and Diversifed Apparel Resources, LLC (f/k/a Commerce Clothing Company, LLC), a California limited liability company (“Diversified”).

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 15th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear

THIS AMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”), dated December 9, 2005, effective July 31, 2005, is made by and between Diversified Apparel Resources, LLC f/k/a Commerce Clothing Company, LLC (“Diversified”), a California limited liability company with its principal executive offices at 5804 East Slauson Avenue, Commerce, California 90040 and Cygne Designs, Inc., a Delaware corporation (“Cygne”), having its principal executive office at 11 West 42nd Street, New York, New York 10036.

Re: Factoring Agreement dated July 31, 2005 Gentlemen:
Factoring Agreement • May 1st, 2007 • Cygne Designs Inc • Women's, misses', and juniors outerwear

We refer to the Factoring Agreement dated as of July 31, 2005 (as amended, the “Factoring Agreement”), which among other things sets forth the terms on which Milberg Factors, Inc. (“Milberg”) has agreed to make certain discretionary advances available to Cygne Designs, Inc. (the “Borrower”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Factoring Agreement.

Re: Factoring Agreement dated July 31, 2005
Factoring Agreement • September 14th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear

We refer to the Factoring Agreement dated as of July 31, 2005 (as amended, the “Factoring Agreement”), which among other things sets forth the terms on which Milberg Factors, Inc. (“Milberg”) has agreed to make certain discretionary advances available to Cygne Designs, Inc. (the “Borrower”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Factoring Agreement.

FOURTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2008 • Cygne Designs Inc • Women's, misses', and juniors outerwear

This Fourth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between CYGNE DESIGNS, INC., a Delaware corporation (the “Borrower”) and COMERICA BANK (“Bank”), whose Western Market Headquarters is located at 333 West Santa Clara Street, San Jose, California as of March 26, 2008.

September 30, 2006 99 PARK AVENUE NEW YORK, N.Y. 10016 (212) 697-4200
Factoring Agreement • December 20th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear

We refer to the Factoring Agreement dated as of July 31, 2005 (as amended, the “Factoring Agreement”), which among other things sets forth the terms on which Milberg Factors, Inc. (“Milberg”) has agreed to make certain discretionary advances available to Cygne Designs, Inc. (the “Borrower”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Factoring Agreement.

SECURITY AGREEMENT
Security Agreement • August 4th, 2005 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

SECURITY AGREEMENT (this “Security Agreement”), dated July 31, 2005, by and among Commerce Clothing Company LLC, a California limited liability company (“Secured Party”), and Cygne Designs, Inc., a Delaware corporation (the “Buyer”).

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