1. Certain Definitions 2 2. Demand Registrations. 3 (a) Right to Request Registration 3 (b) Number of Demand Registrations 3 (c) Priority on Demand Registrations 4 (d) Restrictions on Demand Registrations 4 (e) Selection of Underwriters 5 (f)...Registration Rights Agreement • December 1st, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of September 1, 2002 between Thomas C. Shull ("Shull") and Hanover Direct, Inc., a Delaware corporation (the "Company"). 1. Provision of Services. Shull shall...Employment Agreement • August 19th, 2002 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Exhibit 99.1 ESCROW AGREEMENT ESCROW AGREEMENT (this "ESCROW AGREEMENT"), dated as of July 2, 2003, by and among Richemont Finance S.A., a societe anonyme organized under the laws of the Grand Duchy of Luxembourg ("RICHEMONT"), Chelsey Direct, LLC, a...Escrow Agreement • September 9th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • Delaware
EXHIBIT 99.3 VOTING AGREEMENT VOTING AGREEMENT, dated as of November 30, 2003 (this "Agreement"), between CHELSEY DIRECT, LLC, a Delaware limited liability company ("Chelsey"), Stuart Feldman, an individual ("Feldman"), REGAN PARTNERS, L.P., a New...Voting Agreement • December 1st, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Execution Version] TWENTY-SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS TWENTY-SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of October 31, 2003, is entered into by and among CONGRESS FINANCIAL CORPORATION, a...Loan and Security Agreement • November 10th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
August 7, 2000Securities Purchase Agreement • August 10th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
BETWEENWarrant Agreement • March 24th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.1 SERVICES AGREEMENT This Services Agreement (this "Agreement") is made as of December 14, 2001 by and among: (i) Meridian Ventures, LLC, a Nevada limited liability company controlled by Thomas C. Shull ("Meridian"), and Thomas C. Shull...Services Agreement • December 14th, 2001 • Hanover Direct Inc • Retail-catalog & mail-order houses • New Jersey
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of May 5, 2004 between Wayne P. Garten ("Executive") and Hanover Direct, Inc., a Delaware corporation (the "Company"). 1. Provision of Services. Executive shall...Employment Agreement • August 10th, 2004 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Purchase Agreement • March 27th, 1998 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
AMONGAsset Purchase Agreement • August 9th, 2001 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
ARTICLE IStock Purchase Agreement • February 17th, 2005 • Hanover Direct Inc • Retail-catalog & mail-order houses • California
EXHIBIT 10.92 THIRTIETH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRTIETH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of March 25, 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION, a Delaware...Loan and Security Agreement • April 9th, 2004 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.72 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of November 4, 1997, between HANOVER DIRECT, INC., a Delaware corporation (the "Company"), and SMALLCAP WORLD FUND, INC., a Maryland corporation (the "Stockholder"). R...Registration Rights Agreement • March 27th, 1998 • Hanover Direct Inc • Retail-catalog & mail-order houses • Delaware
EXHIBIT BPurchase and Sale Agreement • May 21st, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • Delaware
1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT by and between HANOVER DIRECT, INC.Registration Rights Agreement • August 30th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
SECTION 1. DEFINITIONS........................................................ 2-31 SECTION 2. CREDIT FACILITY.................................................... 34 2.1 Revolving Loans.................................................... 34 2.2...Loan and Security Agreement • March 29th, 1996 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.3 FORM OF LETTER AGREEMENT WITH CERTAIN LEVEL 8 EXECUTIVES Date Name Address City, State ZIP Dear (Name): It's with pleasure, I confirm your continued employment with Hanover Direct as (TITLE), reporting to (NAME). This letter will...Letter Agreement • August 19th, 2002 • Hanover Direct Inc • Retail-catalog & mail-order houses
It's with pleasure, I confirm your continued employment with Hanover Direct as (TITLE), reporting to (NAME). This letter will highlight essential details and summarize information concerning the terms and conditions of your employment with Hanover Direct.
WITNESSETH:Stock Option Agreement • March 25th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
August 7, 2000Hanover Direct Inc • August 8th, 2000 • Retail-catalog & mail-order houses
2- 3 to drafts presented under letters of credit for the purchase of goods and services or purchase or other guarantees for the purchase of goods and services in the ordinary course of a Revolving Loan Borrower's business or for any other purpose...Loan and Security Agreement • March 30th, 2001 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.1 ALL AMOUNTS AT ANY TIME OWING BY THE BORROWERS UNDER THIS AGREEMENT TO THE LENDER HEREUNDER ARE SUBORDINATED IN RIGHT OF PAYMENT TO THE INDEFEASIBLE PAYMENT AND SATISFACTION IN FULL OF ALL PRESENT AND FUTURE OBLIGATIONS, LIABILITIES AND...Loan and Security Agreement • July 12th, 2004 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
2- 3 evidenced by or in connection with the Junior Creditor Agreements, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Junior Creditor Agreements or after the commencement of...Subordination Agreement • May 9th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.1 June 23, 2003 EMPLOYMENT AGREEMENT AMENDMENT Amendment Number 2 This Amendment Number 2 to the Employment Agreement, made as of September 1, 2002 and amended by Amendment Number 1 thereto made as of September 1, 2002 (as so amended, the...Employment Agreement • August 7th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses
AGREEMENTAgreement • December 20th, 2001 • Hanover Direct Inc • Retail-catalog & mail-order houses • Delaware
1 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE, dated as of March 28, 1995 (the "First Supplemental Indenture"), to the Indenture, dated as of August 17, 1993 (the "Indenture"), among THE HANOVER COMPANIES, a Nevada corporation (the "Company"), THE HORN &...First Supplemental Indenture • March 29th, 1996 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
BY AND BETWEEN ERIZON, INC. ANDLicense Agreement • August 8th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
2- 3 Indenture as Exhibit A, as in effect on the date thereof and as the same may be amended, modified or supplemented.Indenture • March 29th, 1996 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Exhibit 99.2 ------------ Richemont Finance S.A. 35 Boulevard Prince Henri L 1724 Luxembourg Chelsey Direct, LLC 712 Fifth Avenue 45th Floor New York, NY 10019 May 19, 2003 Reference is made to that certain Purchase and Sale Agreement, of even date...Exhibit 99 • September 9th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses
Reference is made to that certain Purchase and Sale Agreement, of even date herewith, between Chelsey Direct, LLC and Richemont Finance S.A. (the "Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement.
WITNESSETH:Employment Agreement • March 28th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
BETWEENWarrant Agreement • March 24th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses
2- 3 (v) notify the Executive, at any time when a prospectus is required to be delivered under the 1933 Act, of an event causing the prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be...Registration Rights Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses
SECOND AMENDMENT TO REIMBURSEMENT AGREEMENTReimbursement Agreement • March 24th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
HANOVER DIRECT, INC. UNSECURED LINE OF CREDIT & PROMISSORY NOTEHanover Direct Inc • March 24th, 2000 • Retail-catalog & mail-order houses
