EXHIBIT 1.1
AGREEMENT
WHEREAS, The TCW Group, Inc. ("TCWG"), TCW Asset Management Company
("TAMCO"), Crescent/MACH I G.P. Corporation ("Crescent G.P."), TCW Shared
Opportunity Fund II, L.P. ("SHOP II") and Crescent/MACH I Partners, L.P. ("MACH
I"), individually or collectively, may be deemed to be a beneficial owner within
the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for purposes of Section 13(d) of the Exchange Act of the Common Stock,
$0.01 par value per share, of Cherokee Inc., a Delaware corporation; and
WHEREAS, TCWG, TAMCO, Crescent G.P., SHOP II and MACH I each desires to
satisfy any filing obligation each may have under Section 13(d) of the Exchange
Act by filing a single Schedule 13D pursuant to such Section with respect to
each class of securities;
NOW THEREFORE, TCWG, TAMCO, Crescent G.P., SHOP II and MACH I agree to
file a Schedule 13D under the Exchange Act relating to the Common Stock of
Cherokee Inc. and agree further to file any such amendments thereto as may
become necessary unless and until such time as one of the parties shall give
written notice to the other parties of this Agreement that it wishes to file a
separate Schedule 13D relating to the Common Stock of Cherokee Inc., provided
that each person on whose behalf the Schedule 13D or any amendment is filed is
responsible for the timely filing of such Schedule 13D and any amendments
thereto necessitated by the actions or intentions of such person and for the
completeness and accuracy of the information pertaining to it and its actions
and intentions.
The Agreement may be executed in two or more counterparts, each of which
shall constitute but one instrument.
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Dated as of the 17th day of November, 1995.
THE TCW GROUP, INC.
_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Director and General Counsel
TCW ASSET MANAGEMENT COMPANY
_______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Vice President, Associate General Counsel &
Assistant Secretary
CRESCENT/MACH I G.P. CORPORATION
_______________________________________
▇▇▇▇▇▇▇▇ ▇. Tell, Jr.
Assistant Secretary
TCW SHARED OPPORTUNITY FUND II, L.P.
_______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Vice President, Associate General Counsel and
Assistant Secretary of TCW Asset Management
Company, the general partner of TCW Shared
Opportunity Fund II, L.P.
CRESCENT/MACH I PARTNERS, L.P.
_______________________________________
▇▇▇▇▇▇▇▇ ▇. Tell, Jr.
Assistant Secretary of Crescent/MACH I G.P.
Corporation, the general partner of Crescent/
MACH I Partners, L.P.
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