WHEREAS:Sublease Agreement • March 31st, 1997 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New Jersey
ContractCredit Agreement • March 5th, 2007 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
CREDIT AGREEMENT dated as of December 20, 2006 among KENNETH COLE PRODUCTIONS, INC. The Lenders Party Hereto PNC BANK, NATIONAL ASSOCIATION as Documentation Agent BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Syndication Agents and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent J.P. MORGAN SECURITIES INC. as Sole Bookrunner and Sole Lead Arranger
CREDIT AGREEMENT Dated as of August 12, 2011 among KENNETH COLE PRODUCTIONS, INC., as the Lead Borrower for the Borrowers Named Herein, the Guarantors Named Herein, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and...Credit Agreement • August 18th, 2011 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 12, 2011, among KENNETH COLE PRODUCTIONS, INC., a New York corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (collectively, together with the Lead Borrower, the “Borrowers”), the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and Swing Line Lender.
LEASECole Kenneth Productions Inc • March 31st, 1999 • Footwear, (no rubber) • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG KCP HOLDCO, INC., KCP MERGERCO, INC. AND KENNETH COLE PRODUCTIONS, INC. DATED AS OF JUNE 6, 2012Agreement and Plan of Merger • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement“), dated as of June 6, 2012, is entered into by and among KCP HOLDCO, INC., a Delaware corporation (“Parent“), KCP MERGERCO, INC., a New York corporation and wholly owned subsidiary of Parent (“Merger Sub“), and KENNETH COLE PRODUCTIONS, INC., a New York corporation (the “Company“ and, together with Parent and Merger Sub, the “Parties“). Certain capitalized terms used in this Agreement are used as defined in Section 8.11.
VOTING AGREEMENTVoting Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This VOTING AGREEMENT (this “Agreement”), dated as of June 6, 2012, is entered into by and among Kenneth Cole Productions, Inc., a New York corporation (the “Company”), and each of the stockholders of the Company listed on Annex A hereto (each a “Stockholder” and collectively, the “Stockholders”).
ROLLOVER AGREEMENTRollover Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This Rollover Agreement (this “Agreement”) is made and entered into as of June 6, 2012, by and among Cole Family Holdco, LLC, a Delaware limited liability company (“Family LLC”), and the stockholders (“Family Stockholders”) of Kenneth Cole Productions, Inc. (the “Company”) listed on Annex A attached hereto.
EXCHANGE AGREEMENTExchange Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of June 6, 2012, by and among Cole Family Holdco, LLC, a Delaware limited liability company (“Family LLC”), KCP Holdco, Inc., a Delaware corporation and wholly-owned subsidiary of Family LLC (“Parent”), and KCP Acquisitions, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Intermediate Holdco”, and together with Family LLC and Parent, the “Parties”).
June 6, 2012Merger Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This letter sets forth the commitment of Marlin Equities VII, LLC (the “Investor”) to purchase certain equity securities (as described herein) of KCP Holdco, Inc. (“Parent”), which has been formed for the purpose of acquiring Kenneth Cole Productions, Inc. (the “Company”) through the merger of KCP Mergerco, Inc. (“Merger Sub”) with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of June 6, 2012 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”). Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
LIMITED GUARANTEELimited Guarantee • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
Limited Guarantee, dated as of June 6, 2012 (this “Limited Guarantee”), by Kenneth D. Cole (the “Guarantor”) in favor of Kenneth Cole Productions, Inc., a New York corporation (the “Guaranteed Party”).
AMENDMENT NO. 2 Dated as of July 30, 2009 to CREDIT AGREEMENT Dated as of December 20, 2006Credit Agreement • August 5th, 2010 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of July 30, 2009 among KENNETH COLE PRODUCTIONS, INC., the LENDERS party hereto, PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent, BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
June 6, 2012Merger Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This letter sets forth the commitment of (i) Cole Family Holdco, LLC (the “Investor”) and Kenneth D. Cole (“KDC”) to jointly and severally purchase equity securities of KCP Holdco, Inc. (“Parent”), which has been formed for the purpose of acquiring Kenneth Cole Productions, Inc. (the “Company”) through the merger of KCP Mergerco, Inc. (“Merger Sub”) with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of June 6, 2012 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”) and (ii) the Family Stockholders (as defined in the Merger Agreement) to effectuate, and cause the Investor, Parent and KCP Acquisitions, Inc. (“Intermediate Holdco”) to effectuate, the transactions contemplated by the Rollover Agreement, attached hereto as Exhibit A, and the Exchange Agreement, attached hereto as Exhibit B, immediately prior to the Effective Time
June 9, 2011Letter Agreement • August 5th, 2011 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This letter agreement (the “Agreement”) sets forth the terms of your employment at Kenneth Cole Productions, Inc. (the “Company”). The offer contained in this letter is contingent upon full execution by both parties and satisfactory completion of a background check. General terms of employment are as stated in the Company’s Employee Handbook as may be amended from time to time.
RECEIVABLES MANAGEMENT AGREEMENTCole Kenneth Productions Inc • March 12th, 2009 • Footwear, (no rubber) • New York
We are pleased to confirm the terms and conditions that will govern our funds in use accounting, non-borrowing, notification receivables management arrangement with you (the “Agreement”).
KMC PARTNERS, LLCLimited Liability Company Agreement • February 24th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • Delaware
LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 5, 1999, by and between Kenneth D. Cole and Maria Cuomo Cole as Members (the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF COLE FAMILY HOLDCO, LLCLimited Liability Company Agreement • July 31st, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • Delaware
This Limited Liability Company Operating Agreement (this “Agreement”) of Cole Family Holdco, LLC, a Delaware limited liability company (the “Company”), is enacted as of May 1, 2012 by Kenneth D. Cole (the “Managing Member”). The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “Member” and collectively referred to herein as the “Members”.
AGREEMENT OF LIMITED PARTNERSHIP OF KMC Partners, L.P. Dated: November 5, 1999Cole Kenneth Productions Inc • February 24th, 2012 • Footwear, (no rubber) • Delaware
AGREEMENT OF LIMITED PARTNERSHIP OF KMC Partners, L.P. (the “Agreement”), dated November 5, 1999, between KMC Partners, LLC, as general partner (the “General Partner”), and the persons set forth in Schedule A, annexed hereto, as limited partners (the “Limited Partners”; the General Partner and the Limited Partners hereinafter sometimes referred to, individually, as a “Partner” and, collectively, as the “Partners”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 24th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber)
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached, and all amendments thereto, is filed on behalf of each of them.
KENNETH COLECole Kenneth Productions Inc • April 25th, 2012 • Footwear, (no rubber) • New York
This proposed letter agreement is our offer to employ you as President, Consumer Direct for Kenneth Cole Productions, Inc. (the “Company”). The offer contained in this letter is contingent upon full execution by both parties and satisfactory completion of a background check. To the extent not expressly provided herein, the terms of your employment are as stated in the Company’s current Associate Handbook.
March 10, 2009 Dear Ingo:Cole Kenneth Productions Inc • May 7th, 2010 • Footwear, (no rubber) • New York
This proposed letter agreement is our offer to employ you as Senior Vice President, Creative Director for Kenneth Cole Productions, Inc. (the “Company”). The offer contained in this letter is contingent upon full execution by both parties, satisfactory completion of a background check and you being legally permitted to work and reside in the United States. To the extent not expressly provided hererin, the terms of your employment are as stated in the Company’s current Associate Handbook.
EMPLOYMENT AGREEMENT This letter agreement dated as of October 10, 1997 shall serve to confirm the understanding regarding your employment with Kenneth Cole Productions, Inc. (the "Company"). 1. POSITION AND DUTIES ------------------- Effective as of...Employment Agreement • March 31st, 1998 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
