INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2024 • JOANN Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 13, 2024 between JOANN Inc., a Delaware corporation (the “Company”), and Pamela Corrie (“Indemnitee”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • March 4th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of ___________, 20__ by and between JOANN Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
JOANN Inc. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 8th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 21, 2016 among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AGREEMENTAgreement • February 16th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores
THIS AGREEMENT (“Agreement”) is made as of the 30 day of October 2020 (the “Effective Date”) between JO-ANN STORES, LLC, an Ohio limited liability company (the “Company”), and Christopher DiTullio (“Executive”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG JOANN INC. AND THE INITIAL STOCKHOLDERS MARCH 16, 2021Stockholders Agreement • March 19th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of March 16, 2021 by and among (a) JOANN Inc., a Delaware corporation (the “Company”), (b) Green Equity Investors V, L.P., Green Equity Investors Side V, L.P. and Needle Coinvest LLC (collectively, “LGP”), (c) TCW/Crescent Mezzanine Partners V, L.P. (“Crescent V”), TCW/Crescent Mezzanine Partners VB, L.P. (“Crescent VB”), TCW/Crescent Mezzanine Partners VC, L.P. (“Crescent VC”), TCW Capital Trust (“Trust”) and MAC Equity Holdings I, LLC (“MAC I”, and together with Crescent V, Crescent VB, Crescent VC and Trust, each a “Crescent Investor” and collectively, “Crescent”) and (d) each of the individual stockholders who are set forth on the signature pages hereto (each individually, a “Management Stockholder,” collectively, the “Management Stockholders”).
SECOND LIEN TERM CREDIT AGREEMENT among JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and JPMORGAN...Credit Agreement • February 16th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
This SECOND LIEN TERM CREDIT AGREEMENT (“Agreement”) is entered into as of May 21, 2018 among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 13th, 2023 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 21, 2016, as amended on November 25, 2020, and as further amended on December 22, 2021, and March 10, 2023, among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, 1903P LOAN AGENT, LLC, as documentation agent for the FILO Facility (in such capacity, including any successor thereto, the “FILO Documentation Agent”), and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 16th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 21, 2016, and as amended on November 25, 2020, among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AGREEMENTAgreement • August 31st, 2023 • JOANN Inc. • Retail-miscellaneous shopping goods stores
THIS AGREEMENT (“Agreement”) is made as of the 12th day of July, 2023 (the “Effective Date”) between JO-ANN STORES, LLC, an Ohio limited liability company (the “Company”), and John Stalcup (“Executive”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 21, 2016 among JO-ANN STORES, LLC, as the Borrower, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Issuer, and THE OTHER LENDERS AND...Intercreditor Agreement • February 16th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 21, 2016, among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT Dated as of April 30, 2024 among NEEDLE HOLDINGS LLC, as the Borrower, JOANN HOLDINGS 2, LLC, as Holdings, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent, and THE OTHER LENDERS PARTY HERETOCredit Agreement • May 1st, 2024 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 30, 2024, by and among NEEDLE HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), JOANN HOLDINGS 2, LLC, a Delaware limited liability company (“Holdings”) and WILMINGTON SAVINGS FUND SOCIETY, FSB (“WSFS”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
GENERAL RELEASEGeneral Release • December 5th, 2023 • JOANN Inc. • Retail-miscellaneous shopping goods stores
This General Release (this “Release”) is entered into by and between Thomas Dryer (“Officer”) and JOANN Inc. (the “Company”) (collectively, the “Parties”) as of the 13th day of September, 2023.
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March [•], 2024 among NEEDLE HOLDINGS LLC, as the Borrower, a Debtor and a Debtor-in-Possession JOANN INC., as Holdings, a Debtor and a Debtor-in- Possession, WILMINGTON...Senior Secured • March 18th, 2024 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
This SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (“Agreement”) is entered into as of March [•], 2024, among NEEDLE HOLDINGS LLC, a Delaware limited liability company, a debtor and debtor-in-possession (the “Borrower”), JOANN INC., a Delaware corporation, a debtor and debtor-in-possession (“Holdings”) and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent (in such capacities, including any successor thereto, the “DIP Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2024 among JO-ANN STORES, LLC, as the Borrower, JOANN HOLDINGS 2, LLC, as Parent, NEEDLE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and...Credit Agreement • May 1st, 2024 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as further defined herein, this “Agreement”) is entered into as of April 30, 2024, among JO-ANN STORES, LLC, an Ohio limited liability company (the “Borrower”), JOANN HOLDINGS 2, LLC, a Delaware limited liability company (“Parent”), NEEDLE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, 1903P LOAN AGENT, LLC, as documentation agent for the FILO Facility (in such capacity, including any successor thereto, the “FILO Documentation Agent”), and each lender from time to time party hereto (collectively, as further defined herein, the “Lenders” and individually, a “Lender”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • August 31st, 2023 • JOANN Inc. • Retail-miscellaneous shopping goods stores
This Separation Agreement and Release (this “Separation Agreement”), by and between JOANN Inc. (the “Company”) and Wade Miquelon (“you” and similar words), sets forth certain terms of your separation from the Company and its subsidiaries (including certain requirements under your Amended and Restated Severance Agreement, dated as of February 3, 2019, with Jo-Ann Stores, LLC (“Jo-Ann LLC”) (the “Severance Agreement”)), including certain terms required in order for you to receive certain separation payments and benefits, as set forth in detail below.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • December 5th, 2023 • JOANN Inc. • Retail-miscellaneous shopping goods stores
This Separation Agreement and Release (this “Separation Agreement”), by and between JOANN Inc. (the “Company”) and Janet Duliga (“you” and similar words), sets forth certain terms of your separation from the Company and its subsidiaries (including certain requirements under your Agreement, dated as of October 30, 2020, with Jo-Ann Stores, LLC (“Jo-Ann LLC”) (the “Severance Agreement”)), including certain terms required in order for you to receive certain separation payments and benefits, as set forth in detail below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores
This Employment Agreement (the “Agreement”) is entered into as of February 3, 2019, by and between Wade Miquelon (the “Executive”) and Jo-Ann Stores, LLC, an Ohio limited liability company (together with its subsidiaries and affiliates, the “Company”).
Form of Retention Bonus AgreementForm of Retention Bonus Agreement • March 18th, 2024 • JOANN Inc. • Retail-miscellaneous shopping goods stores
This Retention Bonus Agreement (this “Agreement”), dated as of __________ (the “Effective Date”), is entered into by and between Jo-Ann Stores, LLC (“JOANN”), and __________ (“you” or the “Executive”).
February 25, 2024 Pamela CorrieJOANN Inc. • March 14th, 2024 • Retail-miscellaneous shopping goods stores
AMENDED AND RESTATED SEVERANCE AGREEMENTAmended and Restated Severance Agreement • February 16th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores
THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (“Agreement”) is made as of the 3rd day of February, 2019, between JO-ANN STORES, LLC, an Ohio limited liability company (the “Company”), and Wade Miquelon (“Executive”) for the purpose of amending and restating that certain Agreement dated as of April 4, 2016 by and between the Company and Executive.
INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 16th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
INCREMENTAL AMENDMENT NO. 1, dated as of July 21, 2017 (this “Amendment”), to the Credit Agreement, dated as of October 21, 2016 (as amended, supplemented or otherwise modified prior to the date hereof), among Jo-Ann Stores, LLC, an Ohio limited liability company (the “Borrower”), Needle Holdings LLC, a Delaware limited liability company (“Holdings”) and Bank of America, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”), and each lender from time to time party thereto (the “Credit Agreement”).
Retention Bonus AgreementRetention Bonus Agreement • March 14th, 2024 • JOANN Inc. • Retail-miscellaneous shopping goods stores
This Retention Bonus Agreement (this “Agreement”), dated as of March 8, 2024 (the “Effective Date”), is entered into by and between Jo-Ann Stores, LLC (“JOANN”), and Scott Sekella (“you” or the “Executive”).
JOANN INC., ET AL. TRANSACTION SUPPORT AGREEMENT March 15, 2024Transaction Support Agreement • March 18th, 2024 • JOANN Inc. • Retail-miscellaneous shopping goods stores • New York
JOANN Inc. and each of the other debtors and debtors-in-possession in the above-captioned cases (collectively, the “Debtors”) propose this Plan (as defined herein) for the treatment and resolution of the outstanding Claims against, and Interests in, the Debtors. Capitalized terms used in this Plan and not otherwise defined have the meanings ascribed to such terms in Article I.A of this Plan.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 18th, 2022 • JOANN Inc. • Retail-miscellaneous shopping goods stores
WHEREAS, the Loan Parties, the Lenders, the Administrative Agent and the Collateral Agent, among others, have entered into a certain Amended and Restated Credit Agreement dated as of October 21, 2016, (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of November 25, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the effectiveness of this Amendment, the “Existing Credit Agreement”);
NON-QUALIFIED STOCK OPTION AGREEMENT OF JO-ANN STORES HOLDINGS INC.Non-Qualified Stock Option Agreement • February 16th, 2021 • JOANN Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of , (the “Grant Date”) by and between Jo-Ann Stores Holdings Inc., a Delaware corporation (the “Company”), and [ ], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).
