INDEMNIFICATION AGREEMENTIndemnification Agreement • September 28th, 2011 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ___________, 20__ by and between Ascena Retail Group, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 3, 2011, as further amended and restated as of June 14, 2012, as further amended and restated as of March 13, 2013, among ASCENA RETAIL GROUP, INC., The BORROWING SUBSIDIARIES party hereto, The...Credit Agreement • March 14th, 2013 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 3, 2011, as further amended and restated by the Second Restatement Agreement dated as of June 14, 2012, and as further amended and restated by the Third Restatement Agreement dated as of March 13, 2013, among ASCENA RETAIL GROUP, INC., the BORROWING SUBSIDIARIES party hereto, the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ASCENA RETAIL GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Tax Benefits Preservation Plan Dated as of May 26, 2020Tax Benefits Preservation Plan • May 26th, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Delaware
TAX BENEFITS PRESERVATION PLAN, dated as of May 26, 2020 (the “Agreement”), between Ascena Retail Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER among ASCENA RETAIL GROUP, INC. and COLOMBIA ACQUISITION CORP. and CHARMING SHOPPES, INC. dated as of May 1, 2012Agreement and Plan of Merger • May 2nd, 2012 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Pennsylvania
This Agreement and Plan of Merger (this “Agreement”), is entered into as of May 1, 2012 by and among Charming Shoppes, Inc., a Pennsylvania corporation (the “Company”), Ascena Retail Group, Inc., a Delaware corporation (“Parent”), and Colombia Acquisition Corp., a Pennsylvania corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
TERM CREDIT AGREEMENT dated as of August 21, 2015, among ASCENA RETAIL GROUP, INC., as Parent Borrower ANNTAYLOR RETAIL, INC., as Subsidiary Borrower The LENDERS Party Hereto and GOLDMAN SACHS BANK USA, as Administrative Agent GOLDMAN SACHS BANK USA...Term Credit Agreement • August 27th, 2015 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Delaware
TERM CREDIT AGREEMENT dated as of August 21, 2015, among ASCENA RETAIL GROUP, INC. (the “Parent Borrower”), immediately after consummation of the Acquisition, ANNTAYLOR RETAIL, INC., a Florida corporation (the “Subsidiary Borrower” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the LENDERS party hereto and GOLDMAN SACHS BANK USA, as Administrative Agent.
AGREEMENT AND PLAN OF MERGER by and among ASCENA RETAIL GROUP, INC., AVIAN ACQUISITION CORP. and ANN INC. Dated as of May 17, 2015Agreement and Plan of Merger • May 18th, 2015 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2015 (this “Agreement”), is made by and among Ascena Retail Group, Inc., a Delaware corporation (“Parent”), Avian Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ANN INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4, Section 8.5 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
SECOND AMENDED RESTRUCTURING SUPPORT AGREEMENTAscena Retail • December 1st, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION TERM CREDIT AGREEMENT, dated as of September [ ], 2020, among ASCENA RETAIL GROUP, INC., a Delaware corporation, as debtor and debtor-in-possession (the “Parent Borrower”), AnnTaylor Retail, Inc., a Florida corporation as debtor and debtor-in-possession (the “Subsidiary Borrower” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the LENDERS party hereto and Alter Domus (US) LLC (“Alter Domus”), as Administrative Agent.
Confidentiality AgreementConfidentiality Agreement • May 15th, 2012 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Pennsylvania
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2011 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores
AMENDMENT NO. 1 (“Amendment”) effective as of the 1st day of January, 2009 to the employment agreement (the “Employment Agreement”) dated as of May 2, 2002, by and between The Dress Barn, Inc. (the “Company”) and David R. Jaffe (the “Executive”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 20th, 2010 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of August 20, 2010, is among The Dress Barn, Inc., a Connecticut corporation (the “Company”), Ascena Retail Group, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“HoldingCo”), and DB Merger Corp, a Connecticut corporation and a direct, wholly owned subsidiary of HoldingCo (“MergerCo”).
October 20, 2014 Mr. Michael W. Rayden c/o Tween Brands, Inc. New Albany, OH 43054 Dear Mike:Ascena Retail Group, Inc. • October 21st, 2014 • Retail-apparel & accessory stores • Ohio
This retirement agreement and release (“Agreement”) will confirm the terms of your retirement with Tween Brands, Inc. (“Justice”) and resignation from the Boards of Directors (the “Boards”) of Justice and its parent corporation, Ascena Retail Group, Inc. (“Ascena,” and collectively with its subsidiaries (including, without limitation, Justice) the “Company”) on mutually agreeable terms as set forth below. You and the Company are collectively referred to herein as the “Parties.” Capitalized terms used herein without definition have the meaning ascribed to such terms in your employment agreement with Justice, which became effective April 23, 2010 (the “Employment Agreement”).
Contract2014 Employment Agreement • March 6th, 2014 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
WHEREAS, Executive is currently employed by Ascena as its President and Chief Executive Officer pursuant to an Employment Agreement between Ascena and Executive, dated as of May 2, 2002, as amended (the “Prior Agreement”), that will expire by its terms on September 21, 2014; and
TRANSITION SERVICES AGREEMENT dated as of December 23, 2020 among LANE BRYANT BRANDS OPCO LLC, PREMIUM BRANDS OPCO LLC, PREMIUM BRANDS SERVICES LLC and ASCENA RETAIL GROUP, INC.Transition Services Agreement • December 23rd, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Delaware
TERMINATION LETTER RE: LUXCO AGREEMENTSAscena Retail Group, Inc. • December 23rd, 2020 • Retail-apparel & accessory stores
Reference is made to that certain (i) Conditional Assignment Agreement, dated as of July 23, 2020, by and between AnnTaylor Loft GP Lux S.à r.l, a private limited liability company (société à responsabilité limitée) formed under the laws of Luxembourg, with registered office at 14, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 242.257 (“Luxco 1”), AnnTaylor Loft Borrower Lux SCS, a common limited partnership (société en commandite simple)formed under the laws of Luxembourg, with registered office at 14, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 242.419, acting through and represented by its managing general partner (associé gérant commandité), the Luxco 1 (“Luxco 2” and together with Luxco 1, the “Luxcos”) and Alter Domus (US) LLC (the “Agent” and together with the Luxcos, th
January 18, 2013 Mr. Armand Correia Palm Beach Gardens, FL 33418 Dear Armand:Ascena Retail Group, Inc. • January 23rd, 2013 • Retail-apparel & accessory stores • New York
This release agreement (“Agreement”) will confirm the terms of your retirement from employment with Ascena Retail Group, Inc. (the “Company”) on mutually agreeable terms as set forth below. You and the Company (collectively, the “Parties”) agree that this Agreement represents the full and complete agreement concerning your separation from employment with the Company.
AWARD AGREEMENT PURSUANT TO THE ASCENA RETAIL GROUP, INC. TRANSFORMATION BONUS PROGRAM UNDER THE ASCENA RETAIL GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 10, 2015)Award Agreement • September 25th, 2017 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores
THIS AWARD AGREEMENT PURSUANT TO THE ASCENA RETAIL GROUP, INC. TRANSFORMATION BONUS PROGRAM (this “Agreement”), is made effective as of March 30, 2017 (the “Award Date”), by and between Ascena Retail Group, Inc. (the “Company”) and you (the “Participant”). By accepting this award, the Participant agrees to be bound by the terms and conditions hereof.
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2011 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores
This Amendment Number Two (this “Amendment”) to the employment agreement dated as of May 2, 2002, by and between Ascena Retail Group, Inc. (the “Company”) and David R. Jaffe (the “Executive”), as amended (the “Employment Agreement”), is hereby entered into between the Company and the Executive as of September 21, 2011.
FOURTH AMENDMENT AND RESTATEMENT AGREEMENT dated as of July 24, 2015 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of January 3, 2011, as amended and restated by the Second Restatement Agreement dated as of June 14, 2012,...Assignment and Assumption • August 27th, 2015 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 3, 2011, as amended and restated by the Second Restatement Agreement dated as of June 14, 2012, and by the Third Restatement Agreement dated as of March 13, 2013, and as further amended and restated as of the Fourth Restatement Effective Date in the form hereof, among ASCENA RETAIL GROUP, INC., the BORROWING SUBSIDIARIES party hereto, the other LOAN PARTIES party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender.
ContractAmendment and Restatement Agreement • March 14th, 2013 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 13, 2013 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of January 3, 2011, as further amended and restated as of June 14, 2012 (the “Existing Credit Agreement”), among ASCENA RETAIL GROUP, INC., a Delaware corporation (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender.
Privileged and ConfidentialPrivileged and Confidential • June 22nd, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
On behalf of Ascena Retail Group, Inc. (together with its subsidiaries, the “Company”), I am pleased to offer you the opportunity to receive a cash retention bonus in the amount of $[__] (the “Retention Bonus”), if you agree to the terms and conditions contained in this letter agreement (this “Agreement”) by executing and returning a copy of this Agreement to the Company. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 2.
TERM CREDIT AGREEMENT dated as of June 14, 2012, among ASCENA RETAIL GROUP, INC., The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as...Intercreditor Agreement • June 15th, 2012 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
TERM CREDIT AGREEMENT dated as of June 14, 2012, among ASCENA RETAIL GROUP, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION TERM CREDIT AGREEMENT dated as of September 16, 2020, among ASCENA RETAIL GROUP, INC., as Parent BorrowerGuaranty and Collateral Agreement • September 21st, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION TERM CREDIT AGREEMENT, dated as of September 16, 2020, among ASCENA RETAIL GROUP, INC., a Delaware corporation, as debtor and debtor-in-possession (the “Parent Borrower”), AnnTaylor Retail, Inc., a Florida corporation as debtor and debtor-in-possession (the “Subsidiary Borrower” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the LENDERS party hereto and Alter Domus (US) LLC (“Alter Domus”), as Administrative Agent.
400,000,000 SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of September 16, 2020, among ASCENA RETAIL GROUP, INC., The BORROWING SUBSIDIARIES party hereto, The other LOAN PARTIES party hereto, The LENDERS party hereto and...Possession Credit Agreement • September 21st, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of September 16, 2020, among ASCENA RETAIL GROUP, INC., a Delaware corporation, as debtor and debtor-in-possession, the BORROWING SUBSIDIARIES party hereto, the other LOAN PARTIES party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ASSET PURCHASE AGREEMENT BY AND AMONG ASCENA RETAIL GROUP, INC., EACH OF THE SUBSIDIARIES OF ASCENA RETAIL GROUP, INC. LISTED ON SCHEDULE I AND PREMIUM APPAREL LLC DATED AS OF NOVEMBER 26, 2020Asset Purchase Agreement • December 1st, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of November 26, 2020, by and among Ascena Retail Group, Inc., a Delaware corporation (the “Seller”), and each of the subsidiaries of the Seller listed on Schedule I (together with the Seller, the “Selling Entities”), and Premium Apparel LLC, a Delaware limited liability company (the “Buyer”). Each of the Selling Entities and the Buyer are referred to herein as a “Party” and together as the “Parties.”
VIA EMAIL AT WENDY.HUFFORD@ASCENARETAIL.COM Wendy Hufford Rye, New York 10580 Dear Ms. Hufford:Ascena Retail Group, Inc. • August 7th, 2020 • Retail-apparel & accessory stores • New Jersey
This Separation Agreement and General Release (“Agreement”) will confirm the terms of your separation from employment with Ascena Retail Group, Inc. (the “Company”) on mutually agreeable terms as set forth below. For the purposes of this Agreement, the Company also includes any parent, affiliates, predecessors, successors, subsidiaries, and other related entities and each of their past and/or present officers, directors, employees, and agents. You and the Company (collectively, the “Parties”) agree that this Agreement represents the full and complete agreement concerning your separation from employment with the Company.
ContractCredit Agreement • October 10th, 2019 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores
FIRST AMENDMENT dated as of September 20, 2019 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of January 3, 2011, as further amended and restated as of February 27, 2018 (the “Credit Agreement”), among ASCENA RETAIL GROUP, INC., a Delaware corporation (the “Company”), the other LOAN PARTIES party thereto, the LENDERS party thereto, the ISSUING BANKS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender.
ContractCredit Agreement • September 23rd, 2014 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
FIRST AMENDMENT dated as of December 19, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of January 3, 2011, as further amended and restated as of June 14, 2012, and as of March 13, 2013 (the “Credit Agreement”), among ASCENA RETAIL GROUP, INC., a Delaware corporation (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender.
CONDITIONAL ASSIGNMENT AGREEMENTConditional Assignment Agreement • July 23rd, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
THIS CONDITIONAL ASSIGNMENT AGREEMENT (the “Agreement”), is dated as of July 23, 2020, by and between AnnTaylor Loft GP Lux S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 14, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 242.257 (“LuxCo 1”) and AnnTaylor Loft Borrower Lux SCS, a common limited partnership (société en commandite simple) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 14, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg under number B242.419, acting through and represented by its managing general partner (associé gérant commandité), the LuxCo 1 (“LuxCo 2” and collectively with LuxCo 1, the “LuxCos” and each a “L
ContractCredit Agreement • December 1st, 2016 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores
FIRST AMENDMENT dated as of October 31, 2016 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of January 3, 2011, as amended and restated by the Second Restatement Agreement dated as of June 14, 2012, and by the Third Restatement Agreement dated as of March 13, 2013, and as further amended and restated as of August 21, 2015, pursuant to the Fourth Restatement Agreement dated as of July 24, 2015 (the “Credit Agreement”), among ASCENA RETAIL GROUP, INC., a Delaware corporation (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender.
AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 14, 2012 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of November 25, 2009, as heretofore amended and restated as of January 3, 2011 (the “Existing Credit Agreement”),...Intercreditor Agreement • June 15th, 2012 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 3, 2011, as further amended and restated as of June 14, 2012, among ASCENA RETAIL GROUP, INC., the BORROWING SUBSIDIARIES party hereto, the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Privileged and ConfidentialPrivileged and Confidential • June 22nd, 2020 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • Delaware
On behalf of Ascena Retail Group, Inc. and its subsidiaries (collectively, the “Company”), I am pleased to offer you the opportunity to receive an accelerated payment under your 2020 3-Year Cash Long-Term Incentive Program Award Agreement and 2021 3-Year Cash Long-Term Incentive Program Award Agreement (each, as defined below), subject to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute and return a copy of this Agreement to the Company, as described on the signature page below.
EXECUTION VERSION May 1, 2019 VIA HAND DELIVERY David Jaffe Dear David: This Transition and Separation Agreement and General Release (“Agreement”) will confirm the terms of your retirement from Ascena Retail Group, Inc. (the “Company”) at the request...Ascena Retail Group, Inc. • May 1st, 2019 • Retail-apparel & accessory stores • New York
EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 3, 2011 among ASCENA RETAIL GROUP, INC., The Borrowing Subsidiaries parties hereto, The Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN...Credit Agreement • January 5th, 2011 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 3, 2011, among ASCENA RETAIL GROUP, INC., a newly organized Delaware corporation, the Borrowing Subsidiaries party hereto, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FIFTH AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 27, 2018 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of January 3, 2011, as amended and restated by the Second Restatement Agreement dated as of June 14,...Lender • March 5th, 2018 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 3, 2011, as amended and restated as of February 27, 2018, among ASCENA RETAIL GROUP, INC., the BORROWING SUBSIDIARIES party hereto, the other LOAN PARTIES party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender.
Amended and Restated CREDIT CARD PROGRAM AGREEMENT by and between Ascena Retail Group, Inc. and Capital One, National Association dated as of April 28, 2017Credit Card Program Agreement • June 8th, 2017 • Ascena Retail Group, Inc. • Retail-apparel & accessory stores • New York
This Amended and Restated Private Label Credit Card Program Agreement is made as of the 28th of April, 2017 (“Effective Date”), by and between Ascena Retail Group, Inc., a Delaware corporation with its principal offices at 933 MacArthur Blvd., Mahwah, N.J. 07430 (“Company”), and Capital One, National Association, a national banking association with its principal offices at 1680 Capital One Drive, McLean, V.A. 22102 (“Bank”).
