Eddie Bauer Holdings, Inc. Sample Contracts

Exhibit 10.6 LOAN AND SECURITY AGREEMENT Dated as of June 21, 2005
Loan and Security Agreement • June 27th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
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BY AND AMONG
Agreement and Plan of Merger • November 13th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Delaware
WITNESSETH:
Employment Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Washington
WITNESSETH:
Pledge Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
WITNESSETH
Eddie Bauer Holdings, Inc. • December 15th, 2005
dated
Joint Venture Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
EXECUTION VERSION TERM LOAN AGREEMENT
Term Loan Agreement • June 27th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
WITNESSETH:
Intercreditor Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
WITNESSETH:
Waiver and Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
Exhibit 10.6 LOAN AND SECURITY AGREEMENT Dated as of June 21, 2005
Loan and Security Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
RECITALS
First Lease • June 27th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
WITNESSETH
Eddie Bauer Holdings, Inc. • May 1st, 2006 • Retail-apparel & accessory stores
EXECUTION VERSION TERM LOAN AGREEMENT
Term Loan Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • June 27th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
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, 2007
Eddie Bauer Holdings, Inc. • April 6th, 2007 • Retail-apparel & accessory stores • New York

INDENTURE dated as of April 4, 2007, among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined below) and THE BANK OF NEW YORK, as Trustee (the “Trustee”).

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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 • April 6th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • 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 “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) 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 “Loan Agreement”), among Eddie Bauer Holdings, Inc. (“Holdings”), Eddie Bauer, Inc. (the “Borrower”), 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 • April 6th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York

AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”), dated as of June 21, 2005 and amended and restated as of April 4, 2007, among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (“Holdings”), EDDIE BAUER, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

PURCHASE AND SALE AGREEMENT between SPIEGEL ACCEPTANCE CORPORATION, as Seller – and – MIDLAND FUNDING LLC, as Buyer Dated and Effective as of December 4, 2007
Purchase and Sale Agreement • March 13th, 2008 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 4th day of December, 2007 (the “Closing Date”), 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 (“Seller”), 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 (“Buyer”).

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 4th, 2009 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Delaware

This First Amendment (this “First Amendment”) to the Asset Purchase Agreement (this “Agreement”), dated as of July 17, 2009, by and among Eddie Bauer Holdings, Inc., a Delaware corporation (the “Seller”) and each of the subsidiaries of the Seller listed on Schedule I thereto (together with the Seller, the “Selling Entities”), and Everest Holdings LLC, a Delaware limited liability company (the “Buyer”), 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.

PURCHASE AND SALE AGREEMENT between SPIEGEL ACCEPTANCE CORPORATION, as Seller and RAC TRUST, as Buyer Dated and Effective as of December 5, 2007
Purchase and Sale Agreement • March 13th, 2008 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 5th day of December, 2007 (the “Closing Date”) 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 (“Seller”), and RAC TRUST (“Buyer”), 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 AGREEMENT
Registration Rights Agreement • April 22nd, 2009 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 2, 2009, is among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (the “Company”), and the holders of warrants to purchase shares of the Company’s Common Stock (as defined below) listed on Schedule A to the Warrant Agreement (as defined below) (along with their permitted transferees, the “Holders”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • May 15th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Washington

This Separation Agreement and General Agreement (“Agreement”), dated as of February 9, 2007, is entered into by and among Eddie Bauer Holdings, Inc. (“Holdings”), a Delaware corporation, and its operating subsidiary Eddie Bauer, Inc. (“Eddie Bauer”), a Delaware corporation (collectively, the “Company”), on the one hand, and Fabian Månsson (“Månsson” or the “Executive”), on the other (each a “Party” and, collectively, the “Parties”).

AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 13th, 2008 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York

THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) 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 (“Seller”), and eCAST SETTLEMENT CORPORATION, a Delaware corporation with an office and principal place of business at 383 Madison Avenue, New York, New York 10179 (“Buyer”).

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