METROPARK USA, INC. INDEMNITY AGREEMENTIndemnity Agreement • June 13th, 2008 • Metropark Usa Inc • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2008, is made by and between METROPARK USA, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
CREDIT AGREEMENT Dated as of April 1, 2008 among METROPARK USA, INC., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein WELLS FARGO RETAIL FINANCE, LLC as Administrative Agent, Collateral Agent and Swing Line Lender and...Credit Agreement • June 13th, 2008 • Metropark Usa Inc • Massachusetts
The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend, in each case on the terms and conditions set forth herein.
ContractSubordination Agreement • June 13th, 2008 • Metropark Usa Inc • Delaware
THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF AUGUST 15, 2006 (THE “SUBORDINATION AGREEMENT”), AMONG THE PAYEE OF THIS INSTRUMENT AND ITS AFFILIATES, IRWIN UNION BANK, F.S.B. (THE “SENIOR CREDITOR”), AND METROPARK USA, INC., A DELAWARE CORPORATION, FORMERLY KNOWN AS SANTA BARBARA STREET ASYLUM, INC. (“BORROWER”). EACH SUCCESSIVE HOLDER OF THIS INSTRUMENT OR ANY PORTION HEREOF, OR OF ANY RIGHTS OBTAINED HEREUNDER, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES (1) TO BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT AND (2) THAT IF ANY CONFLICT EXISTS BETWEEN THE TERMS OF THIS INSTRUMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THE DELIVERY OF THIS INSTRUMENT AND THE TERMS OF THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE CONTROLLING.
METROPARK USA, INC. (f/k/a Santa Barbara Street Asylum, Inc.) FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2008 • Metropark Usa Inc • California
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2007 is between Metropark USA, Inc. (f/k/a Santa Barbara Street Asylum, Inc.), a Delaware corporation (the “Corporation”), the investors listed on Schedule 1 hereto (the “Purchasers”), Orval Madden (“Madden”), Lawrence Tanenbaum (“Tanenbaum”), Jay Johnson (“Johnson”) and the other investors listed on Schedule 2 hereto. For purposes of this Agreement, (i) Madden, Tanenbaum and Johnson shall collectively be referred to herein as, the “Management Holders”; and (ii) Madden, Tanenbaum, Johnson and the investors listed on Schedule 2 hereto shall collectively be referred to herein as, the “Other Holders.”
SUBORDINATION AGREEMENTAssignment Agreement • June 13th, 2008 • Metropark Usa Inc • California
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of August 15, 2006, is entered into by and among BRICOLEUR PARTNERS, L.P., a California limited partnership, BRICOLEUR ENHANCED, L.P., a Delaware limited partnership, BRIC 6, L.P., a Delaware limited partnership, BRICOLEUR OFFSHORE LTD., an entity governed under the laws of the British Virgin Islands, and BRIC RETAIL L.P., a Delaware limited partnership (each of the foregoing entities is sometimes individually referred to herein as a “Subordinate Creditor” and collectively as “Subordinate Creditors”), METROPARK USA, INC., a Delaware corporation, formerly known as Santa Barbara Street Asylum, Inc. (“Borrower”), and IRWIN UNION BANK, F.S.B. (“Senior Creditor”), with reference to the following facts:
MULTI-TENANT INDUSTRIAL LEASE 5750-5754 Grace Place Between WARLAND INVESTMENTS COMPANY as Landlord and METROPARK USA, INC. as TenantWork Letter Agreement • June 13th, 2008 • Metropark Usa Inc
NSB MANAGED SERVICES AGREEMENTManaged Services Agreement • June 13th, 2008 • Metropark Usa Inc • New York
WHEREAS, Client wishes to procure from NSB and NSB wishes to provide to Client NSB’s Connected Retailer Manages Services offering (the “Managed Services”); and
