Eddie Bauer Holdings, Inc. Sample Contracts
Exhibit 10.6 LOAN AND SECURITY AGREEMENT Dated as of June 21, 2005Loan and Security Agreement 鈥� June 27th, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
BY AND AMONGMerger Agreement 鈥� November 13th, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Delaware
EXHIBIT 10.17 EDDIE BAUER HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (the "AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Eddie Bauer...Stock Option Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Delaware
WITNESSETH:Employment Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Washington
WITNESSETH:Pledge Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
WITNESSETHLease 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
dated乐天堂app下载t Venture Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
Exhibit 10.7 Eddie Bauer, Inc. 15010 NE 36th Street Redmond, Washington 98052 Attention: David Taylor, Interim Chief Financial Officer Dear Mr. Taylor: Reference is hereby made to that certain Loan and Security Agreement dated as of June 21, 2005...Loan and Security Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
EXECUTION VERSION TERM LOAN AGREEMENTTerm Loan Agreement 鈥� June 27th, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
EXHIBIT 10.14(a) LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease"), is made and entered into as of August __, 2004 by and between Microsoft Corporation, a Washington corporation ("Landlord"), and Eddie Bauer, Inc., a Delaware corporation ("Tenant"), 1....Lease Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Washington
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
RECITALSLease Addendum 鈥� June 27th, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
EXHIBIT 10.29 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is entered into effective as of [_____], 2005, by and between Eddie Bauer Holdings, Inc., a Delaware corporation (the "Company"), and _______________ ("Indemnitee")....Indemnification Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Delaware
EXHIBIT 10.20 EDDIE BAUER HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT This Stock Option Agreement (the "AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and...Non-Employee Director Stock Option Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Delaware
Exhibit 10.6 LOAN AND SECURITY AGREEMENT Dated as of June 21, 2005Loan and Security Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
Exhibit 10.7 Eddie Bauer, Inc. 15010 NE 36th Street Redmond, Washington 98052 Attention: David Taylor, Interim Chief Financial Officer Dear Mr. Taylor: Reference is hereby made to that certain Loan and Security Agreement dated as of June 21, 2005...Loan and Security Agreement 鈥� June 27th, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
EXECUTION VERSION TERM LOAN AGREEMENTTerm Loan Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
Exhibit 10.9 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (this "AGREEMENT") dated as of December 3, 2004 is made by and among Spiegel, Inc. ("SPIEGEL"), Newport News, Inc., Eddie Bauer, Inc., Spiegel Catalog, Inc. and Spiegel Catalog Services, LLC...Settlement Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
EXHIBIT 10.11(b) BUYING AGENCY AGREEMENT BUYING AGENT: Eddie Bauer International (Americas), Inc., a Delaware corporation and subsidiary of OTTO International GmbH ADDRESS: 6100 Blue Lagoon Drive, Suite 310 Miami, Florida 33126 U.S.A. COMMISSION RATE:...Buying Agency Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
EXHIBIT 10.13 ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENTPrivate Label Credit Card Program Agreement 鈥� October 2nd, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
EDDIE BAUER HOLDINGS, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO AND THE BANK OF NEW YORK, AS TRUSTEE 5.25% Convertible Senior Notes due 2014 INDENTURE Dated as of April 4, 2007Indenture 鈥� April 6th, 2007 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
INDENTURE dated as of April 4, 2007, among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (the 鈥淐ompany鈥�), the Subsidiary Guarantors (as defined below) and THE BANK OF NEW YORK, as Trustee (the 鈥淭rustee鈥�).
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement 鈥� June 27th, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
BETWEEN LINCOLN SQUARE OFFICE, LLC, A WASHINGTON LIMITED LIABILITY COMPANY (LANDLORD) AND EDDIE BAUER, INC., A DELAWARE CORPORATION (TENANT) CONTENTSOffice Lease 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Washington
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by EDDIE BAUER HOLDINGS, INC., EDDIE BAUER, INC., as Borrower, and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 21, 2005...Guarantee and Collateral Agreement 鈥� April 6th, 2007 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 21, 2005 and amended and restated as of April 4, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the 鈥淕rantors鈥�), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the 鈥淎dministrative Agent鈥�) for the banks and other financial institutions or entities (the 鈥淟enders鈥�) from time to time parties to the Term Loan Agreement, dated as of June 21, 2005 and amended and restated as of April 4, 2007 (as amended, supplemented or otherwise modified from time to time, the 鈥淟oan Agreement鈥�), among Eddie Bauer Holdings, Inc. (鈥淗oldings鈥�), Eddie Bauer, Inc. (the 鈥淏orrower鈥�), the Lenders and the Administrative Agent.
AMENDED AND RESTATED TERM LOAN AGREEMENT among EDDIE BAUER HOLDINGS, INC., EDDIE BAUER, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and JPMORGAN CHASE BANK, N.A.,...Term Loan Agreement 鈥� April 6th, 2007 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
AMENDED AND RESTATED TERM LOAN AGREEMENT (this 鈥淎greement鈥�), dated as of June 21, 2005 and amended and restated as of April 4, 2007, among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (鈥淗oldings鈥�), EDDIE BAUER, INC., a Delaware corporation (the 鈥淏orrower鈥�), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the 鈥淟enders鈥�), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the 鈥淪yndication Agent鈥�), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the 鈥淎dministrative Agent鈥�).
WITNESSETH:Intercreditor Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
PURCHASE AND SALE AGREEMENT between SPIEGEL ACCEPTANCE CORPORATION, as Seller 鈥� and 鈥� MIDLAND FUNDING LLC, as Buyer Dated and Effective as of December 4, 2007Purchase and Sale Agreement 鈥� March 13th, 2008 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
THIS PURCHASE AND SALE AGREEMENT (this 鈥淎greement鈥�) is entered into this 4th day of December, 2007 (the 鈥淐losing Date鈥�), by and between SPIEGEL ACCEPTANCE CORPORATION, a Delaware corporation with an office and principal place of business c/o Eddie Bauer Holdings, Inc. at 15010 NE 36th Street, Redmond, Washington 98052 (鈥淪eller鈥�), and MIDLAND FUNDING LLC, a Delaware limited liability company with an office and principal place of business c/o Encore Capital Group, Inc. at 8875 Aero Drive, Suite 200, San Diego, California 92123 (鈥淏uyer鈥�).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement 鈥� August 4th, 2009 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Delaware
This First Amendment (this 鈥淔irst Amendment鈥�) to the Asset Purchase Agreement (this 鈥淎greement鈥�), dated as of July 17, 2009, by and among Eddie Bauer Holdings, Inc., a Delaware corporation (the 鈥淪eller鈥�) and each of the subsidiaries of the Seller listed on Schedule I thereto (together with the Seller, the 鈥淪elling Entities鈥�), and Everest Holdings LLC, a Delaware limited liability company (the 鈥淏uyer鈥�), is made and entered into as of July 29, 2009 by and among the Selling Entities and Buyer. All of the capitalized terms which are used but not otherwise defined herein have the meanings given to such terms in the Asset Purchase Agreement.
EXHIBIT 10.24 EDDIE BAUER HOLDINGS, INC. SENIOR OFFICER CHANGE IN CONTROL COMPENSATION BENEFITS PLAN PARTICIPANT AGREEMENT THIS PARTICIPANT AGREEMENT (this "Agreement") is made effective as of the Effective Date set forth below, by and between EDDIE...Senior Officer Change in Control Compensation Benefits Plan Participant Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
EXECUTION VERSION TERM LOAN AGREEMENTTerm Loan Agreement 鈥� December 15th, 2005 鈥� Eddie Bauer Holdings, Inc. 鈥� New York
EXHIBIT 10.12 VENDOR PAYMENT SERVICES AGREEMENT THIS VENDOR PAYMENT SERVICES AGREEMENT ("Agreement") is made as of the 29th day of June, 2005 ("Effective Date") BETWEEN 1. EDDIE BAUER, INC., a Delaware corporation, with its principal place of business...Vendor Payment Services Agreement 鈥� May 1st, 2006 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
PURCHASE AND SALE AGREEMENT between SPIEGEL ACCEPTANCE CORPORATION, as Seller and RAC TRUST, as Buyer Dated and Effective as of December 5, 2007Purchase and Sale Agreement 鈥� March 13th, 2008 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
THIS PURCHASE AND SALE AGREEMENT (this 鈥淎greement鈥�) is entered into this 5th day of December, 2007 (the 鈥淐losing Date鈥�) between SPIEGEL ACCEPTANCE CORPORATION, a Delaware corporation with an office and principal place of business c/o Eddie Bauer Holdings, Inc. at 10401 NE 8th Street, Suite 500, Bellevue, Washington 98004 (鈥淪eller鈥�), and RAC TRUST (鈥淏uyer鈥�), a Delaware statutory trust, with an office and principal place of business in care of Deutsche Bank Trust Company Delaware, a Delaware banking corporation in its capacity as Owner Trustee of Buyer at Deutsche Bank Trust Company Delaware, 1011 Centre Road, Suite 200, Wilmington, DE 19805-1266.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement 鈥� April 22nd, 2009 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores
THIS REGISTRATION RIGHTS AGREEMENT (this 鈥淎greement鈥�), dated as of April 2, 2009, is among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (the 鈥淐ompany鈥�), and the holders of warrants to purchase shares of the Company鈥檚 Common Stock (as defined below) listed on Schedule A to the Warrant Agreement (as defined below) (along with their permitted transferees, the 鈥淗olders鈥�).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement 鈥� May 15th, 2007 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� Washington
This Separation Agreement and General Agreement (鈥淎greement鈥�), dated as of February 9, 2007, is entered into by and among Eddie Bauer Holdings, Inc. (鈥淗oldings鈥�), a Delaware corporation, and its operating subsidiary Eddie Bauer, Inc. (鈥淓ddie Bauer鈥�), a Delaware corporation (collectively, the 鈥淐ompany鈥�), on the one hand, and Fabian M氓nsson (鈥淢氓nsson鈥� or the 鈥淓xecutive鈥�), on the other (each a 鈥淧arty鈥� and, collectively, the 鈥淧arties鈥�).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement 鈥� March 13th, 2008 鈥� Eddie Bauer Holdings, Inc. 鈥� Retail-apparel & accessory stores 鈥� New York
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this 鈥淎mendment鈥�) is made as of January 9, 2008 by and between SPIEGEL ACCEPTANCE CORPORATION, a Delaware corporation with an office and principal place of business c/o Eddie Bauer Holdings, Inc. at 10401 NE 8th Street, Suite 500, Bellevue, Washington 98004 (鈥淪eller鈥�), and eCAST SETTLEMENT CORPORATION, a Delaware corporation with an office and principal place of business at 383 Madison Avenue, New York, New York 10179 (鈥淏uyer鈥�).