Francesca’s Holdings Corporation 9,000,000 Shares Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • January 18th, 2012 • Francesca's Holdings CORP • Retail-apparel & accessory stores • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of 9,000,000 shares of common stock, par value $0.01 per share (the “Stock”) of the Company and, at the election of the Underwriters, up to 1,350,000 additional shares of Stock. The aggregate of 9,000,000 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,350,000 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Francesca’s Holdings Corporation [—] Shares Common Stock, Par Value $0.01 Per Share Underwriting AgreementFrancesca's Holdings CORP • July 13th, 2011 • Retail-apparel & accessory stores • New York
Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of [—] shares of its common stock, par value $0.01 per share (the “Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [—] shares and, at the election of the Underwriters, up to [—] additional shares of Stock. The aggregate of [—] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [—] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Option
CREDIT AGREEMENT Dated as of November 17, 2010 among FRANCESCA’S COLLECTIONS, INC., as Borrower FRANCESCA’S LLC, as Parent THE OTHER GUARANTORS PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO and Royal Bank of Canada, as Administrative Agent and...Credit Agreement • April 19th, 2011 • Francesca's Holdings CORP • New York
This CREDIT AGREEMENT, dated as of November 17, 2010, is entered into among FRANCESCA’S COLLECTIONS, INC., a Texas corporation (the “Borrower”), FRANCESCA’S LLC, a Delaware limited liability company (“Parent”), the other Guarantors (as defined below), the Lenders (as defined below), the L/C Issuer (as defined below), ROYAL BANK OF CANADA, as administrative agent (“Royal Bank”, in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties, KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity the “Syndication Agent”) and GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC and JEFFERIES FINANCE LLC, as joint lead arrangers and joint bookrunners (in such capacities, “Arrangers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas
THIS EMPLOYMENT AGREEMENT (as amended, modified, supplemented or restated from time to time, this “Agreement”‘) is made and entered into this 26th day of February 2010, by and among Francesca’s. Holdings Corporation, a Delaware corporation (“Parent”). Francesca’s Collections, Inc., a Texas corporation (“Francesca’s”). and John De Meritt, an individual (the “Executive”). Parent and Francesca’s are herein collectively referred to as the “Company”.
FRANCESCA’S SERVICES CORPORATIONEmployment Letter Agreement • January 8th, 2016 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas
This letter agreement (this “Agreement”) hereby amends and restates in its entirety that certain Amended and Restated Employment Letter Agreement entered into by and between you and Francesca’s Collections, Inc., a Texas corporation (“FCI”), and certain of its affiliates. Francesca’s Services Corporation, a Delaware corporation (“FSC”), Francesca’s Holdings Corporation, a Delaware corporation (“Parent”) and FCI are collectively referred to herein as the “Company.”
FRANCESCA’S HOLDINGS CORPORATION STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • May 24th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Option Agreement”) dated March 31, 2010 by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and Richard J. Emmett (the “Participant”) evidences the stock option (the “Option”) granted by the Corporation to the Participant as to the number of shares of the Corporation’s Common Stock, par value $0.01 per share, first set forth below.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2011 among FRANCESCA’S COLLECTIONS, INC., as Borrower FRANCESCA’S LLC, as Parent THE OTHER GUARANTORS PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as...Credit Agreement • July 29th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 27, 2011, is entered into among FRANCESCA’S COLLECTIONS, INC., a Texas corporation (the “Borrower”), FRANCESCA’S LLC, a Delaware limited liability company (“Parent”), the other Guarantors (as defined below), the Lenders (as defined below), ROYAL BANK OF CANADA, as administrative agent (“Royal Bank”, in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties, KEYBANK NATIONAL ASSOCIATION, as syndication agent (“KeyBank”, in such capacity the “Syndication Agent”) and as L/C Issuer (in such capacity, and together with its successors and permitted assigns, the “L/C Issuer”), ) and Royal Bank and KeyBank, as joint lead arrangers and co-bookrunners (in such capacities, “Arrangers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as amended, modified, supplemented or restated from time to time, this “Agreement”) is made and entered into this 14th day of July 2011, by and among Francesca’s Holdings Corporation, a Delaware corporation (“Parent”), Francesca’s Collections, Inc., a Texas corporation (“Francesca’s”), and John De Meritt, an individual (the “Executive”). Parent and Francesca’s are herein collectively referred to as the “Company”.
Form of Lock-Up Agreement Francesca’s Holdings Corporation Lock-Up AgreementFrancesca's Holdings CORP • April 16th, 2012 • Retail-apparel & accessory stores • New York
FRANCESCA’S SERVICES CORPORATIONLetter Agreement • September 10th, 2019 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas
Subject to the terms and conditions of this letter agreement (this “Agreement”), Francesca’s Services Corporation, a Delaware corporation (“FSC”), Francesca’s Holdings Corporation, a Delaware corporation (“Parent”) and Francesca’s Collections, Inc., a Texas corporation (“FCI” and, collectively with FSC and Parent, the “Company”) desires to employ you as the Company’s Chief Financial Officer on the terms and conditions of this Agreement. This Agreement shall be effective as of the Effective Date.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 14th, 2019 • Francesca's Holdings CORP • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT, dated as of May 25, 2018 (as it may be amended or otherwise modified from time to time, this “Agreement”), is among Francesca’s Holdings Corporation, a Delaware corporation, the other Loan Parties party hereto, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent.
FRANCESCA’S COLLECTIONS, INC.Francesca's Holdings CORP • June 7th, 2013 • Retail-apparel & accessory stores • Texas
Subject to the terms and conditions of this letter agreement (this “Agreement”), Francesca’s Collections, Inc., a Texas corporation (the “Company”), desires to provide for your continued employment on the terms and conditions of this Agreement. This Agreement is effective as of January 1, 2013 (the “Effective Date”).
FRANCESCA’S HOLDINGS CORPORATION and Computershare Trust Company, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of August 1, 2019Rights Agreement • August 2nd, 2019 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
Rights Agreement, dated as of August 1, 2019 (“Agreement”), between Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
FRANCESCA’S HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of [ , 2011] (the “Award Date”) by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and [ ] (the “Participant”).
FRANCESCA’S HOLDINGS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 30, 2013 among Francesca’s Collections, inc., as Borrower Francesca’s LLC, as Parent THE OTHER GUARANTORS PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO and Royal Bank of Canada, as...Guaranty and Security Agreement • September 4th, 2013 • Francesca's Holdings CORP • Retail-apparel & accessory stores • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 30, 2013, is entered into among Francesca’s Collections, inc., a Texas corporation (the “Borrower”), Francesca’s llc, a Delaware limited liability company (“Parent”), the other Guarantors (as defined below), the Lenders (as defined below), Royal Bank of Canada, as administrative agent (“Royal Bank”, in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties, KEYBANK NATIONAL ASSOCIATION, as syndication agent (“KeyBank”, in such capacity the “Syndication Agent”) and as L/C Issuer (in such capacity, and together with its successors and permitted assigns, the “L/C Issuer”), ) and Royal Bank and KeyBank, as joint lead arrangers and co-bookrunners (in such capacities, “Arrangers”).
FRANCESCA’S HOLDINGS CORPORATION STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • May 24th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Option Agreement”) dated March 31, 2010 by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and John De Meritt (the “Participant”) evidences the stock option (the “Option”) granted by the Corporation to the Participant as to the number of shares of the Corporation’s Common Stock, par value $0.01 per share, first set forth below.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ] 2011, by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
TERM LOAN CREDIT AGREEMENT dated as of August 13, 2019 among FRANCESCA’S HOLDINGS CORPORATION and its Subsidiaries Party Hereto, the Lenders Party Hereto, and TIGER FINANCE, LLC, as Administrative AgentTerm Loan Credit Agreement • August 14th, 2019 • Francesca's Holdings CORP • Retail-apparel & accessory stores • New York
June 25, 2020June • July 28th, 2020 • Francesca's Holdings CORP • Retail-apparel & accessory stores • New York
Re: Credit Agreement dated as of May 25, 2018 (as amended by that certain First Amendment to Credit Agreement dated as of August 13, 2019 and that certain letter agreement dated as of May 1, 2020, the “Credit Agreement”), among Francesca’s Services Corporation, a Texas corporation (“FSC”), Francesca’s Collections, Inc., a Texas corporation (“FCI” and, together with FSC, the “Borrowers”), the other Loan Parties party thereto and JPMorgan Chase Bank, N.A., a national banking association (in its capacity as administrative agent, the “Administrative Agent”, in its capacity as Lender, the “Lender” and in its capacity as issuing bank, the “Issuing Bank”). Unless otherwise defined herein, all terms used herein which are defined in the Credit Agreement shall have the meaning assigned to such terms in the Credit Agreement.
May 1, 2020 Francesca’s Collections, Inc. Houston, Texas 77080 Attention: Cindy Thomassee E-Mail: [*] Facsimile No: 713-863-0098Francesca's Holdings CORP • May 1st, 2020 • Retail-apparel & accessory stores • New York
Re: Term Loan Credit Agreement, dated as of August 13, 2019 (as it may be amended or otherwise modified from time to time, the “Credit Agreement”), among Francesca’s Holdings Corporation, a Delaware corporation (“FHC”), the other Loan Parties party thereto, the Lenders party thereto, and Tiger Finance, LLC, a Delaware limited liability company, as administrative agent (the “Administrative Agent”). Unless otherwise defined herein, all terms used herein which are defined in the Credit Agreement shall have the meaning assigned to such terms in the Credit Agreement.
FRANCESCA’S COLLECTIONS, INC.Restricted Stock Award Agreement • August 18th, 2015 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas
This letter agreement (this “Agreement”) hereby amends and restates in its entirety that certain letter agreement entered into by and between you and Francesca’s Collections, Inc., a Texas corporation (the “Company”), dated as of December 28, 2012 (the “Prior Letter Agreement”). In accordance with your request to depart the Company for personal reasons, and subject to the terms and conditions of this Agreement, the Company desires to provide for your transition from employment with the Company. In consideration of the mutual covenants undertaken and releases contained in this Agreement, you and the Company acknowledge and agree as follows:
Amendment No. 1 to Employment Letter AgreementEmployment Letter Agreement • September 15th, 2020 • Francesca's Holdings CORP • Retail-apparel & accessory stores
Reference is hereby made to the Employment Letter Agreement, dated as of February 10,2020 (the “Agreement”), by and among Francesca's Services Corporation, a Texas corporation (“FSC”), Francesca's Holdings Corporation, a Delaware corporation (“Parent”), Francesca's Collections, Inc., a Texas corporation (“FCI” and, collectively with FSC and Parent, the “Company”), and Andrew Clarke.
AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • March 28th, 2018 • Francesca's Holdings CORP • Retail-apparel & accessory stores
This Amendment to Separation Agreement (this “Amendment”) is entered into between Laurie Hummel (“Ms. Hummel”) and Francesca’s Services Corporation, a Texas corporation (the “Company”), and is dated January 22, 2018, with the effective date of January 25, 2018.
Francesca’s Holdings CorporationFrancesca's Holdings CORP • September 5th, 2013 • Retail-apparel & accessory stores
SEPARATION AGREEMENTSeparation Agreement • March 28th, 2018 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas
This Separation Agreement (this “Agreement”) is entered into between Kal Malik (“Mr. Malik”) and Francesca’s Collections, Inc., a Texas corporation, Francesca’s Services Corporation, a Delaware corporation, Francesca’s Holdings Corporation, a Delaware corporation, and any affiliated or subsidiary companies (collectively referred to as the “Company”), and is dated as of December 12, 2017.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • August 3rd, 2020 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of July 31, 2020, between Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of August 1, 2019, between the Company and the Rights Agent (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
Francesca’s Holdings Corporation [—] Shares Common Stock, Par Value $0.01 Per Share Underwriting AgreementFrancesca's Holdings CORP • July 20th, 2011 • Retail-apparel & accessory stores • New York
Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of [—] shares of its common stock, par value $0.01 per share (the “Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [—] shares and, at the election of the Underwriters, up to [—] additional shares of Stock. The aggregate of [—] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [—] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Option
FRANCESCA’S HOLDINGS CORPORATION 2015 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 9th, 2015 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.
FRANCESCA’S HOLDINGS CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • June 13th, 2019 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is dated as of __________, 20__ (the “Award Date”) by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and ___________ (the “Participant”).
EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • May 24th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
Agreement made as of the 1st day of December, 2007 (the “Date of Grant”), between Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), and Theresa Backes (“Employee”).
Underwriting AgreementUnderwriting Agreement • April 16th, 2012 • Francesca's Holdings CORP • Retail-apparel & accessory stores • New York
FRANCESCA’S HOLDINGS CORPORATION STOCKHOLDERS’ AGREEMENT DATED AS OF FEBRUARY 26, 2010Stockholders’ Agreement • April 19th, 2011 • Francesca's Holdings CORP • Delaware
STOCKHOLDERS’ AGREEMENT dated as of February 26, 2010 (as amended, modified, supplemented or restated from time to time, this “Agreement”), among FRANCESCA’S HOLDINGS CORPORATION, a Delaware corporation (the “Company”), CCMP CAPITAL INVESTORS II, L.P., a Delaware limited partnership (“CCMP II”), CCMP CAPITAL INVESTORS (CAYMAN) II, L.P., a Cayman Islands exempted limited partnership (“CCMP Cayman”), FRANCESCA’S COLLECTIONS, INC., a Texas corporation (“Collections”), (in the case of Collections, solely for purposes of Section 4.4, Section 5.7, and Article IX), the Management Stockholders and any other Persons signatory hereto from time to time.
GUARANTY AND SECURITY AGREEMENT Dated as of November 17, 2010 by and among FRANCESCA’S COLLECTIONS, INC. and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO and ROYAL BANK OF CANADA, as Collateral Agent and ROYAL BANK OF CANADA, as Administrative AgentJoinder Agreement • May 24th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • New York
GUARANTY AND SECURITY AGREEMENT, dated as of November 17, 2010, by and among FRANCESCA’S COLLECTIONS, INC. (the “Borrower”), each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), Royal Bank of Canada, as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), and Royal Bank of Canada, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Lenders, the L/C Issuer and each other Secured Party (each as defined in the Credit Agreement referred to below).
FRANCESCA’S HOLDINGS CORPORATION PERFORMANCE STOCK AWARD AGREEMENTPerformance Stock Award Agreement • June 9th, 2016 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware
THIS PERFORMANCE STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of [______________], 2016 (the “Award Date”) by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and [__________________] (the “Participant”).
