UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 28, 2016
Differential Brands Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-18926
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11-2928178
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(Commission File Number)
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(IRS Employer Identification No.)
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1231 South Gerhart Avenue, Commerce, California
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90022
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(Address of Principal Executive Offices)
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(Zip Code)
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(323) 890-1800
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 28, 2016, certain subsidiaries of Differential Brands Group Inc. (the “
Company
”) and its wholly-owned subsidiary DFBG Swims, LLC (“
DFBG Swims
”) entered into an agreement with The CIT Group/Commercial Services, Inc. (“
CIT
”) to join DFBG Swims as a party to the Amended and Restated Deferred Purchase Factoring Agreement, dated January 28, 2016, between CIT and certain subsidiaries of the Company (the “
A&R Factoring Agreement
”).
On November 28, 2016, the Company, DFBG Swims and certain subsidiaries of the Company as borrowers and guarantors entered into an agreement with Wells Fargo Bank, National Association (“
Wells Fargo
”)
to join DFBG Swims as borrower to the Credit and Security Agreement, dated January 28, 2016, between Wells Fargo, the Company and certain subsidiaries of the Company as borrowers and guarantors (the “
ABL Credit Agreement
”).
On November 28, 2016, the Company, DFBG Swims and certain subsidiaries of the Company as borrowers and guarantors entered into an agreement with TCW Asset Management Company (“
TCW
”)
to join DFBG Swims as borrower to the Credit and Security Agreement, dated January 28, 2016, between TCW, the Company and certain subsidiaries of the Company as borrowers and guarantors (the “
Term Credit Agreement
”).
As previously disclosed in the Company’s filings with the Securities and Exchange Commission (the “
SEC
”),
DFBG Swims holds all of the outstanding share capital of Norwegian private limited company SWIMS AS, which the Company acquired on July 18, 2016. Other than as described above, the amendment to the A&R Factoring Agreement, and the amendments to the ABL Credit Agreement and the Term Credit Agreement, each of which is effective as of November 28, 2016, do not change the A&R Factoring Agreement, the ABL Credit Agreement and the Term Credit Agreement, respectively.
The amendments to the A&R Factoring Agreement, ABL Credit Agreement and the Term Credit Agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The description of each of these amendments is qualified in its entirety by reference to the provisions of the respective amendment filed herewith. The A&R Factoring Agreement was attached as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2015, filed with the SEC on February 29, 2016. The ABL Credit Agreement and the Term Credit Agreement were attached as Exhibits 10.2 and 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2016.
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10.1
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Joinder to and Modification of the Amended and Restated Deferred Purchase Factoring Agreement, entered into on November 28, 2016, between DFBG Swims, LLC, Robert Graham Designs, LLC, Hudson Clothing LLC and The CIT Group/Commercial Services, Inc.
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10.2
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Joinder Agreement to the Credit and Security Agreement, entered into on November 28, 2016 between DFBG Swims, LLC,
Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as a Borrower or Guarantor, and Wells Fargo Bank, National Association, as lender.
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10.3
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Joinder Agreement to the Credit and Security Agreement, entered into on November 28, 2016,
between DFBG Swims, LLC, Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as a Borrower or Guarantor, each of the lenders party thereto, and TCW Asset Management Company, as agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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DIFFERENTIAL BRANDS GROUP INC.
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Date: December 1, 2016
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By:
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/s/ Hamish Sandhu
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Hamish Sandhu
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Joinder to and Modification of the Amended and Restated Deferred Purchase Factoring Agreement, entered into on November 28, 2016, between DFBG Swims, LLC, Robert Graham Designs, LLC, Hudson Clothing LLC and The CIT Group/Commercial Services, Inc.
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10.2
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Joinder Agreement to the Credit and Security Agreement, entered into on November 28, 2016 between DFBG Swims, LLC,
Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as a Borrower or Guarantor, and Wells Fargo Bank, National Association, as lender.
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10.3
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Joinder Agreement to the Credit and Security Agreement, entered into on November 28, 2016,
between DFBG Swims, LLC, Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as a Borrower or Guarantor, each of the lenders party thereto, and TCW Asset Management Company, as agent.
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Exhibit 10.1
JOINDER TO AND MODIFICATION OF
AMENDED AND RESTATED DEFERRED PURCHASE FACTORING AGREEMENT
THIS JOINDER TO AND MODIFICATION OF AMENDED AND RESTATED DEFERRED PURCHASE FACTORING AGREEMENT (this “
Joinder
”) is made as of November 28, 2016, by and among
DFBG SWIMS, LLC
, a Delaware limited liability company (“
Additional Client
”), each undersigned Existing Client (as such term is defined herein) and THE CIT GROUP/COMMERCIAL SERVICES, INC., as Factor (the “
Factor
”).
RECITALS:
A.
Factor and Robert Graham Designs, LLC and Hudson Clothing, LLC (collectively, the “
Existing Clients
”) have entered into that certain Amended and Restated Deferred Purchase Factoring Agreement dated January 28, 2016, pursuant to which the Factor has made available to the Existing Clients certain factoring accommodations (as amended, restated, supplemented and/or replaced from time to time, the “
Factoring Agreement
”). All capitalized terms used but not specifically defined herein shall have the respective meanings set forth in the Factoring Agreement.
B.
On or around the date hereof, Differential Brands Group Inc., the parent company of the Existing Clients, has acquired one hundred percent (100%) of the membership interests of Additional Client and Additional Client has, in turn, acquired all of the outstanding shares of Swims AS, a Norwegian private limited company from the prior shareholders (the “Swims Transaction”). Upon the closing of the Swims Transaction, Additional Client is to, among other things, become a party to the terms of the Factoring Agreement.
C.
Pursuant to the Swims Transaction, Additional Client and Existing Clients (each herein, a “Client”) have agreed to execute and deliver this Joinder to Factor.
AGREEMENTS:
NOW, THEREFORE, for and in consideration of the foregoing Recitals (which are incorporated herein by this reference), and for other good and valuable considerations, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:
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1.
Joinder and Assumption of Obligations
.
Additional Client and Existing Clients hereby acknowledge, confirm and agree that on and as of the date of this Joinder, Additional Client has, by executing this Joinder, become a party under the Factoring Agreement, and, along with Existing Clients, is included in the definitions of “you”, “your”, “Client” and all other terms of like import under the Factoring Agreement and for all purposes thereof as if Additional Client had executed the Factoring Agreement on the date thereof. Additional Client will be liable for the Obligations (whether incurred or arising prior to, on, or subsequent to the date of this Joinder) on the same basis as each other Client, and ratifies and agrees to be bound by all of the terms, provisions and conditions of the Factoring Agreement and any other document related to the
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Factoring Agreement (collectively, the “
Factoring Documents
”). Additional Client makes all representations, warranties and other statements under the Factoring Agreement and the other Factoring Documents as of the date hereof, in each case, with the same force and effect as if Additional Client was expressly named therein.
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2.
Representations and Warranties
.
Without in any way implying any limitation on any of the provisions of this Joinder, Additional Client and Existing Clients represent and warrant to Factor that: (a) all representations and warranties contained in the Factoring Agreement and the other Factoring Documents are true and correct on and as of the date of this Joinder as if made by Additional Client and each Existing Client on and as of such date, both before and after giving effect to this Joinder; and (b) no default or Event of Default exists or would occur or exist after giving effect to this Joinder.
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3.
Agreement to Pay and Perform
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Additional Client hereby promises to pay all sums due or to become due from Clients under the Factoring Documents and to perform all of the other Obligations of Clients under the Factoring Documents, all as provided herein and therein. This Joinder will constitute an amendment to the Factoring Agreement and the other Factoring Documents. Without limiting the generality of the foregoing and concurrently with the execution and delivery of this Joinder, Additional Client will execute and deliver to Factor such other and further documents as Factor may reasonably require to carry out the purpose and intent of this Joinder.
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4.
Ratification of Factoring Documents
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Except as specifically amended by this Joinder and the other documents executed in connection herewith, all of the terms and conditions of the Factoring Agreement and the other Factoring Documents shall remain in full force and effect, and the Factoring Agreement and other Factoring Documents shall remain the legal, valid and binding obligations of the parties thereto and hereto. For the avoidance of doubt, the execution and delivery of this Joinder to Factor shall in no way effectuate a release or other discharge of the obligations of any Client.
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5.
Modification to Factoring Agreement
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a.
The introductory portion of the fifth sentence in section 15.1 of the Factoring Agreement (namely that portion of such sentence which immediately precedes the colon therein) is hereby deleted in its entirety and the following new introductory portion of the fifth sentence in Section 15.1 is substituted therefor:
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“The actual combined factoring fees or charges paid to us by Robert Graham Designs, Hudson Clothing and DFBG Swims, LLC (“DFBG”) during any Contract Year or part thereof (each, a “Period”) shall be no less than the following amounts for each Period in the term of this Agreement.”
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b.
The definition of “Excluded Accounts” set forth in the second paragraph of section 1 of the Factoring Agreement is hereby restated in its entirety as follows:
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“‘Excluded Accounts” shall mean (a) all accounts arising from Robert Graham Designs’ sales of inventory to its customers listed on Schedule A attached hereto, (b) all accounts arising from Hudson Clothing’s sales of inventory to its customers
listed on Schedule B attached hereto and (c) all accounts arising from DFBG’s sales of inventory to its customers listed on Schedule C attached hereto.
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a.
Counterparts
.
This Joinder may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered will be deemed to be an original and all of which taken together will constitute one and the same agreement.
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b.
Acknowledgement and Waiver
.
Additional Client and each Existing Client acknowledges and agrees that they have no defenses to payment and performance of their Obligations under the Factoring Documents on the terms set forth therein, and have no claims or counterclaims against Factor with respect to the Factoring Documents or the transactions or the relationship provided for therein, and forever waive any contention to the contrary.
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c.
Governing Law
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The validity, interpretation and enforcement of this Agreement is governed by the laws of the State of New York, excluding any conflict laws of such State.
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[
SIGNATURE PAGES FOLLOW
]
IN WITNESS WHEREOF, the parties have duly executed this Joinder as of the day and year first above written:
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/s/ Michael Buckley
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ADDITIONAL CLIENT:
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DFBG SWIMS, LLC
By: /s/ Michael Buckley
Name: Michael Buckley
Title: Manager
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EXISTING CLIENTS:
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ROBERT GRAHAM DESIGNS, LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
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HUDSON CLOTHING, LLC
By:
/s/ Hamish Sandhu
Name: Hamish Sandhu
Title: Treasurer
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FACTOR:
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THE CIT GROUP/COMMERCIAL SERVICES, INC.
By:
/s/ William Riggin
Name: William Riggin
Title: Vice President
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Schedule “C”
Excluded Accounts
DFBG SWIMS, LLC
Wholesale Customers with the following terms
COD payment terms
Credit card payment terms
Certified fund payment terms
Money wire payment terms
No charge payment terms - for PR customers
Specialist Allowances
Exhibit 10.2
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this “
Joinder Agreement
”), dated as of November 28, 2016, is by and between DFBG SWIMS, LLC, a Delaware limited liability company (the “
New Borrower
”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “
Lender
”), as lender under that certain Credit and Security Agreement (as the same may be amended, amended and restated, modified, extended or supplemented from time to time, the “
Credit Agreement
”) dated as of January 28, 2016 by and among RG PARENT LLC (the “
Administrative Borrower
”), the other borrowers from time to time party thereto (together with the Administrative Borrower, the “
Borrowers
”), the Guarantors from time to time party thereto, and the Lender. All of the defined terms in the Credit Agreement are incorporated herein by reference.
The New Borrower has indicated its desire to become a Borrower pursuant to the terms of the Credit Agreement.
Accordingly the New Borrower and Lender hereby agree as follows:
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1.
The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the New Borrower will be deemed to be a party to the Credit Agreement and a “Borrower” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of a Borrower thereunder as if it has executed the Credit Agreement and the other Loan Documents. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement and in the Loan Documents, including without limitation (i) all of the representations and warranties set forth in Section 5 of the Credit Agreement, (ii) all of the affirmative covenants set forth in Section 6 of the Credit Agreement, and (iii) all of the negative covenants set forth in Section 7 of the Credit Agreement.
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2.
Without limiting the generality of the foregoing, the New Borrower hereby grants, assigns, and pledges to Lender, to secure payment and performance of the Obligations, a continuing Lien and security interest in and to all of New Borrower’s right, title, and interest in and to the Collateral. New Borrower authorizes Lender at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all assets of debtor, whether now owned or hereafter acquired or arising and wheresoever located” or words of similar meaning, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of such financing statement.
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3.
The New Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The schedules to the Credit Agreement are amended to provide the information shown on the attached
Schedule A
.
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4.
The New Borrower confirms that all of the Obligations under the Credit Agreement, upon the New Borrower becoming a Borrower will and shall continue to be, in full force and effect and that immediately upon the New Borrower becoming a Borrower, the term “Obligations”, as used in the Credit Agreement, shall include all Obligations of such New Borrower under the Credit Agreement and under each other Loan Document.
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5.
The New Borrower agrees that at any time and from time to time, upon the reasonable request of the Lender, it will execute and deliver such further documents and do such further acts and things as the Lender may reasonably request in order to effect the purposes of this Joinder Agreement.
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6.
This Joinder Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.
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7.
THIS JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
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[Signature Pages Follow]
IN WITNESS WHEREOF
, each of the undersigned has caused this Joinder Agreement to be duly executed by its authorized officers as of the day and year first above written.
DFBG SWIMS, LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: Manager
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Eric Ackman
Name: Eric Ackman
Title: SVP
ACKNOWLEDGED AND AGREED
:
Borrowers
:
DIFFERENTIAL BRANDS GROUP INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
DBG SUBSIDIARY INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
HUDSON CLOTHING, LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: Chairman
Signature Page to Joinder Agreement
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RG PARENT LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
ROBERT GRAHAM RETAIL LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
ROBERT GRAHAM DESIGNS, LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
ROBERT GRAHAM HOLDINGS, LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
Guarantors
:
HUDSON CLOTHING HOLDINGS, INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: Chairman
HC ACQUISITION HOLDINGS, INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: Chairman
INNOVO WEST SALES, INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
Signature Page to Joinder Agreement
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DBG HOLDINGS SUBSIDIARY INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
Signature Page to Joinder Agreement
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SCHEDULE A
to
Joinder Agreement
Additions to Information Certificate Schedules
Schedule 5.1(c):
a.
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Loan Party / Subsidiary
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Authorized Shares / Issued Shares
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Holder
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Type of Rights / Stock
(common / preferred / option / class)
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Number of Shares (after exercise of all rights to acquire)
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Percent Interest (on a fully diluted basis)
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DFBG Swims, LLC
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None
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Differential Brands Group Inc.
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Membership interest
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None
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100%
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SWIMS AS
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Share capital of NOK 1,186,050, divided into 23,721 shares, each with a nominal value of NOK 50
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DFBG Swims, LLC
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Common
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23,721
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100%
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d. DFBG Swims, LLC, a Delaware limited liability company
Schedule 5.6(a):
The exact legal name is DFBG Swims, LLC, and the jurisdiction of organization is Delaware.
Schedule 5.6(b):
The Chief Executive Office of DFBG Swims, LLC is located at 1231 S. Gerhart Ave., Commerce, CA 90022.
Schedule 5.6(c):
The EIN for DFBG Swims, LLC is 81-3228035.
Schedule 5.15(a):
Borrower: DFBG Swims, LLC
Name of Bank: Wells Fargo Bank
Address of Bank: 420 Montgomery St., San Francisco, CA. 94104
ABA Number:
Account Name:
Account Number:
Schedule D-1
Borrower: DFBG Swims, LLC
Name of Bank: Wells Fargo Bank
Address of Bank: 420 Montgomery St., San Francisco, CA. 94104
ABA Number:
Account Name:
Account Number:
Schedule A-2 to the Credit Agreement:
Andrew Tarshis, Michael Buckley and William Sweedler are the managers, and Jake Brandman is the president, of DFBG Swims, LLC
.
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this “
Joinder Agreement
”), dated as of November 28, 2016, is by and between DFBG SWIMS, LLC, a Delaware limited liability company (the “
New Borrower
”) and TCW ASSET MANAGEMENT COMPANY as Agent (in such capacity, the “
Agent
”) for the Lenders referred to below under that certain Credit and Security Agreement (as the same may be amended, amended and restated, modified, extended or supplemented from time to time, the “
Credit Agreement
”) dated as of January 28, 2016 by and among RG PARENT LLC (the “
Administrative Borrower
”), the other borrowers from time to time party thereto (together with the Administrative Borrower, the “
Borrowers
”), the Guarantors from time to time party thereto, the lenders from time to time party thereto (the “
Lenders
”) and Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference.
The New Borrower has indicated its desire to become a Borrower pursuant to the terms of the Credit Agreement.
Accordingly the New Borrower and Agent hereby agree as follows:
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1.
The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the New Borrower will be deemed to be a party to the Credit Agreement and a “Borrower” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of a Borrower thereunder as if it had originally executed the Credit Agreement and the other Loan Documents. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement and in the Loan Documents, including without limitation (i) all of the representations and warranties set forth in Section 5 of the Credit Agreement, (ii) all of the affirmative covenants set forth in Section 6 of the Credit Agreement, and (iii) all of the negative covenants set forth in Section 7 of the Credit Agreement.
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2.
Without limiting the generality of the foregoing, the New Borrower hereby grants, assigns, and pledges to Agent, for the benefit of itself and each Lender, to secure payment and performance of the Obligations, a continuing Lien and security interest in and to all of New Borrower’s right, title, and interest in and to the Collateral. New Borrower authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all assets of debtor, whether now owned or hereafter acquired or arising and wheresoever located” or words of similar meaning, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of such financing statement.
3.
The New Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The schedules to the Credit Agreement are hereby supplemented to provide the information shown on the attached
Schedule A
.
4.
The New Borrower confirms that all of the Obligations under the Credit Agreement, upon the New Borrower becoming a Borrower will and shall continue to be, in full force and effect and that immediately upon the New Borrower becoming a Borrower, the term “Obligations”, as
used in the Credit Agreement, shall include all Obligations of such New Borrower under the Credit Agreement and under each other Loan Document.
5.
The New Borrower agrees that at any time and from time to time, upon the reasonable request of Agent, it will execute and deliver such further documents and do such further acts and things as the Agent may reasonably request in order to effect the purposes of this Joinder Agreement.
6.
This Joinder Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.
7.
THIS JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
[Signature Pages Follow]
IN WITNESS WHEREOF
, each of the undersigned has caused this Joinder Agreement to be duly executed by its authorized officers as of the day and year first above written.
DFBG SWIMS, LLC
, as a Borrower
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: Manager
TCW ASSET MANAGEMENT COMPANY
,
as Agent
By:
/s/ Suzanne Grosso
Name: Suzanne Grosso
Title: Managing Director
ACKNOWLEDGED AND AGREED
:
Original Borrowers:
DIFFERENTIAL BRANDS GROUP INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
DBG SUBSIDIARY INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
HUDSON CLOTHING, LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
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3
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Signature Page to Joinder Agreement
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RG PARENT LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
ROBERT GRAHAM RETAIL LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
ROBERT GRAHAM DESIGNS, LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
ROBERT GRAHAM HOLDINGS, LLC
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
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4
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Signature Page to Joinder Agreement
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Guarantors
:
HUDSON CLOTHING HOLDINGS, INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: Chairman
HC ACQUISITION HOLDINGS, INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: Chairman
INNOVO WEST SALES, INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
DBG HOLDINGS SUBSIDIARY INC.
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
RGH GROUP LLC
, a Delaware limited liability company
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
MARCO BRUNELLI IP, LLC
,
a Delaware limited liability company
By:
/s/ Michael Buckley
Name: Michael Buckley
Title: CEO
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5
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Signature Page to Joinder Agreement
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SCHEDULE A
to
Joinder Agreement
Additions to Information Certificate Schedules
Schedule 5.1(c):
a.
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Loan Party / Subsidiary
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Authorized Shares / Issued Shares
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Holder
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Type of Rights / Stock
(common / preferred / option / class)
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Number of Shares (after exercise of all rights to acquire)
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Percent Interest (on a fully diluted basis)
|
|
DFBG Swims, LLC
|
None
|
Differential Brands Group Inc.
|
Membership interest
|
None
|
100%
|
|
SWIMS AS
|
Share capital of NOK 1,186,050, divided into 23,721 shares, each with a nominal value of NOK 50
|
DFBG Swims, LLC
|
Common
|
23,721
|
100%
|
d. DFBG Swims, LLC, a Delaware limited liability company
Schedule 5.6(a):
The exact legal name is DFBG Swims, LLC, and the jurisdiction of organization is Delaware.
Schedule 5.6(b):
The Chief Executive Office of DFBG Swims, LLC is located at 1231 S. Gerhart Ave., Commerce, CA 90022.
Schedule 5.6(c):
The EIN for DFBG Swims, LLC is 81-3228035.
Schedule 5.15(a):
Borrower: DFBG Swims, LLC
Name of Bank: Wells Fargo Bank
Address of Bank: 420 Montgomery St., San Francisco, CA. 94104
ABA Number:
Account Name:
Account Number:
Schedule D-1
Borrower: DFBG Swims, LLC
Name of Bank: Wells Fargo Bank
Address of Bank: 420 Montgomery St., San Francisco, CA. 94104
ABA Number:
Account Name:
Account Number:
Schedule A-2 to the Credit Agreement:
Andrew Tarshis, Michael Buckley and William Sweedler are the managers, and Jake Brandman is the president, of DFBG Swims, LLC
.