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”.
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”).
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”).
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.
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 10th, 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”).
KELLWOOD HOLDING CORP. SECOND AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENTLoan Authorization Agreement • October 10th, 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.
KELLWOOD HOLDING CORP. THIRD AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENTLoan Authorization Agreement • October 10th, 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.
KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers FIFTH AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of June 28, 2013 Term B Loan: $28,186,052.45 Term C Loan: $18,387,694.55 Term D Loan: $11,881,263.38 Term E Loan:...Term Loan Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
THIS FIFTH AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”) is dated as of June 28, 2013 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”).
CONSENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENTPurchase Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
THIS CONSENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 31, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative”), the Domestic Subsidiaries of Borrower Representative party hereto as Borrowers (together with Borrower Representative, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
MODIFICATION TO CONSENT AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENTPurchase Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
THIS MODIFICATION TO CONSENT AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENT (this “Modification to Consent”) is entered into as of March , 2013, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CERBERUS BUSINESS FINANCE LLC, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Parent”), the Domestic Subsidiaries of Parent party hereto as Borrowers (together with Parent, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENT Dated as of April 20, 2012 SCSF KELLWOOD FINANCE, LLC and SUN KELLWOOD FINANCE, LLC, as Lenders and SUN KELLWOOD...Loan Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
THIS SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENT (this “Agreement”) is dated as of April 20, 2012 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”).
AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENTLoan Authorization Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This AMENDMENT No. 4 to LOAN AUTHORIZATION AGREEMENT (this “Amendment”) is made and entered into as of this 19th day of July, 2012, by and among Kellwood Holding Corp., a Delaware corporation (the “Borrower”) and SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (together with SCSF, the “Payees”).
SHARED SERVICES AGREEMENT by and between KELLWOOD COMPANY, LLC and VINCE, LLC Dated as of [ ], 2013Shared Services Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2013 (“Effective Date”) by and between Kellwood Company, LLC, a Delaware limited liability company (“Kellwood”) and Vince, LLC, a Delaware limited liability company (“Vince”). Each of Kellwood and Vince are referred to herein sometimes as a “Party” and together as the “Parties.”
OPTION EXTENSION AGREEMENTOption Extension Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
This Option Extension Agreement (the “Agreement”) is made as of August 5, 2013, by and among Michael Saunders (“Saunders”), Kellwood Company, a Delaware corporation (the “Company”), Apparel Holding Corp., a Delaware corporation (the “Parent”), SCSF Cardinal, LLC, a Delaware limited liability company (“SCSF Cardinal”), and Sun Cardinal, LLC, a Delaware limited liability company (“Sun Cardinal”). The parties hereto are referred to collectively herein as the “Parties” and each as a “Party”. Capitalized terms not otherwise defined herein have the meaning set forth in that certain Grant Agreement by and between the Company and Saunders dated June 30, 2010 (the “Grant Agreement”).
LOAN AUTHORIZATION AGREEMENT DATED: SEPTEMBER 9, 2011Loan Authorization Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
The Company referred to below has applied for, and BMO Harris Financing, Inc. (“Lender”), has approved the establishment of, a loan authorization account (“Loan Account”) from which the Company may from time to time request loans and may request letters of credit up to the maximum amount of credit shown below (the “Maximum Credit”) provided that the aggregate principal amount of loans and the aggregate stated amounts of letters of credit hereunder shall not exceed $14,900,000. Interest on such loans is computed at a variable rate which may change daily based upon changes in the Reference Bank’s Prime Rate or the LIBOR Quoted Rate (each as hereinafter defined). The Company may make principal payments at any time and in any amount. The request by the Company for, and the making by the Lender of, any loan against the Loan Account or the issuance by Bank of Montreal of any letters of credit pursuant hereto (Bank of Montreal in its capacity as issuer of letters of credit, herein referred to
KELLWOOD COMPANY AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, AS BORROWERS CREDIT AGREEMENT Dated as of October 19, 2011 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Joint Lead...Credit Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Illinois
THIS CREDIT 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 financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (“Agent”).
TRANSFER AGREEMENTTransfer Agreement • October 10th, 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”) and Vince Intermediate Holding, LLC, a Delaware limited liability company (“Transferee”). 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.
AGREEMENT REGARDING AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENTLoan Authorization Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
This AGREEMENT REGARDING AMENDMENT No. 4 to LOAN AUTHORIZATION AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of December, 2012, by and among Kellwood Holding Corp., a Delaware corporation (the “Borrower”) and SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (together with SCSF, the “Payees”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 23, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, “Agent”), KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative”), the Domestic Subsidiaries of Borrower Representative party hereto as Borrowers (together with Borrower Representative, “Borrowers”) and the other Obligors party hereto (together with the Borrowers, the “Loan Parties”).
