EXHIBIT 10.34 LOAN AND SECURITY AGREEMENT FLEET RETAIL FINANCE INC. ADMINISTRATIVE AGENT AND COLLATERAL AGENT REVOLVING CREDIT LENDERS NAMED HEREIN BACK BAY CAPITAL FUNDING LLCLoan and Security Agreement • September 12th, 2000 • Gymboree Corp • Retail-apparel & accessory stores • Massachusetts
RECITALSCredit Agreement • February 8th, 2007 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT FLEET RETAIL FINANCE INC. ADMINISTRATIVE AGENT AND COLLATERAL AGENTLoan and Security Agreement • September 17th, 2002 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
amongCredit Agreement • September 14th, 1999 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • California
1 2 Bank is willing to comply with that request, and in conjunction therewith, the Bank and the Borrowers have agreed to further amend the Agreement, subject to the terms and conditions of this Amendment and Waiver. AGREEMENTGymboree Corp • April 20th, 1998 • Apparel & other finishd prods of fabrics & similar matl • California
RECITALSCredit Agreement • April 20th, 1998 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
1 Exhibit 5 PREFERRED STOCK RIGHTS AGREEMENT This Preferred Stock Rights Agreement, is dated as of March 17, 1997, between The Gymboree Corporation, a Delaware corporation, and The First National Bank of Boston. On March 2, 1997 (the "RIGHTS DIVIDEND...Preferred Stock Rights Agreement • March 20th, 1997 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • Delaware
RECITALSLine of Credit Agreement • September 15th, 1998 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
RECITALS:Term Loan and Security Agreement • September 12th, 2000 • Gymboree Corp • Retail-apparel & accessory stores • Illinois
RECITALSIndemnification Agreement • June 19th, 2006 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 30, 2012 among THE GYMBOREE CORPORATION, as the Lead Borrower, THE OTHER BORROWERS PARTY HERETO GIRAFFE INTERMEDIATE B, INC., THE OTHER FACILITY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO...Credit Agreement • April 5th, 2012 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 30, 2012, is among THE GYMBOREE CORPORATION, a Delaware corporation (the “Lead Borrower”), the other Borrowers party hereto from time to time, GIRAFFE INTERMEDIATE B, INC., a Delaware corporation (“Holdings”), and the other Facility Guarantors party hereto from time to time, the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 28th, 2015 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 24, 2015 (this “Amendment”), by and among (i) THE GYMBOREE CORPORATION, a Delaware corporation (the “Lead Borrower”), (ii) each other Borrower party to the Credit Agreement referred to below (together with the Lead Borrower, collectively, the “Borrowers”), (iii) GIRAFFE INTERMEDIATE B, INC., a Delaware corporation (“Holdings”) and the other Facility Guarantors party to the Credit Agreement referred to below (together with the Borrowers, collectively, the “Loan Parties”), (iv) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), and (v) BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
Re: Confidentiality AgreementGymboree Corp • October 25th, 2010 • Apparel & other finishd prods of fabrics & similar matl • Delaware
In connection with your consideration of a possible negotiated transaction (a “Possible Transaction”) involving The Gymboree Corporation, a Delaware corporation (together with its subsidiaries, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the Company. As a condition to being furnished such information, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement. The term “Representatives” shall mean, as to any party, its affiliates, partners, members, directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers, and financial advisors) and representatives of any of the foregoing; provided, however, that, as applied to you, the term “Representatives” shall only mean those of your Representatives who receive
1 EXHIBIT 10.28 TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • April 26th, 1999 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • Illinois
FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • April 26th, 2012 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • New York
This FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of 23 day of April, 2012, and effective as of December 23, 2011, by and among (i) Giraffe Holding, Inc., a Delaware corporation (“Parent”), (ii) The Gymboree Corporation, a Delaware corporation (the “Gymboree”) and (iii) Bain Capital Partners, LLC (“Bain” or the “Manager”). As used herein, “Company” means Gymboree and its subsidiaries.
EXHIBIT 10.74 RETIREMENT AGREEMENT This Retirement Agreement ("Agreement") is entered into by and between The Gymboree Corporation, its successors, subsidiaries, and affiliates (the "Company"), and Lisa Harper ("Executive"). WHEREAS, Executive has...Retirement Agreement • July 24th, 2006 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • California
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2013 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • California
AGREEMENT, dated as of December 14, 2012 (the “Agreement”), between The Gymboree Corporation (the “Company”), Giraffe Holding, Inc. (“Parent,”) and Mark Breitbard (the “Executive”) and effective as of a mutually agreeable date not later than January 15, 2013 (the “Effective Date”). In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Fleet Retail Finance Inc. ADMINISTRATIVE AGENT AND COLLATERAL AGENT ===================================== =========================================== As of January 1, 2002 THIS FIFTH AMENDMENT is made in...Gymboree Corp • May 3rd, 2002 • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
Marina Armstrong San Francisco, CA 94123 Dear Marina:Gymboree Corp • September 10th, 2012 • Apparel & other finishd prods of fabrics & similar matl • Delaware
We appreciate you letting us know of your intention to resign employment with The Gymboree Corporation (the “Company”) effective as of September 7, 2012 (such date, the “Separation Date”). The purpose of this letter agreement (the “Agreement”) is to set out the terms of your separation from the Company.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 12th, 2006 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 30, 2006, is entered into by and among THE GYMBOREE CORPORATION, a Delaware corporation (the “Company”), each other Borrower named in the signature pages hereof (together with the Company, each a “Borrower” and, collectively, the “Borrowers”), and BANK OF AMERICA, N.A. (the “Lender”).
The Gymboree Corporation THE GYMBOREE CORPORATION STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. AWARD AGREEMENTAward Agreement • September 16th, 2013 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • Delaware
This agreement (this “Agreement”) evidences an Award granted by The Gymboree Corporation (the “Company”) to the undersigned (the “Awardee”) pursuant to and subject to the terms of The Gymboree Corporation 2013 Gymboree China Phantom Equity Incentive Plan (as it may be amended from time to time, the “Plan”), which is incorporated herein by reference.
Fleet Retail Finance Inc., Administrative Agent 40 Broad Street - 10th Floor Boston, Massachusetts 02109 Attention: Ms. Sally Sheehan Re: August 24, 2000 Loan and Security Agreement As amended (The “Loan Agreement”) Dear Ms. Sheehan: Reference is made...Gymboree Corp • May 2nd, 2003 • Apparel & other finishd prods of fabrics & similar matl
This letter constitutes a request by and on behalf of the Borrowers for the Lenders to Consent to the Borrowers’ having incurred Consolidated Capital Expenditures in excess of $15 Million for the Borrowers’ Fiscal year ending on or about February 2, 2002.
CREDIT AGREEMENT Dated as of August 11, 2003 among THE GYMBOREE CORPORATION, and Certain Additional Borrowers Named Herein, collectively, as the Borrowers, and BANK OF AMERICA, N.A., as the LenderCredit Agreement • September 11th, 2003 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • California
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 11, 2003 by and among THE GYMBOREE CORPORATION, a Delaware corporation (the “Company”) and each Borrower named in the signature pages hereof (together with the Company, each a “Borrower” and, collectively, the “Borrowers”) and BANK OF AMERICA, N.A. (the “Lender”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2007 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 31, 2007, is entered into by and among THE GYMBOREE CORPORATION, a Delaware corporation (the “Company”), each other Borrower named in the signature pages hereof (together with the Company, each a “Borrower” and, collectively, the “Borrowers”), and BANK OF AMERICA, N.A. (the “Lender”).
SUBLEASE BETWEEN SUN MICROSYSTEMS, INC., a Delaware corporation ("LANDLORD") AND THE GYMBOREE CORPORATION, a Delaware corporation ("TENANT")Lease Agreement • June 9th, 2004 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • California
SHARE PURCHASE AGREEMENT by and among THE GYMBOREE CORPORATION and ZEAVION HOLDING PTE. LTD. Dated as of June 28, 2016Share Purchase Agreement • July 21st, 2016 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • California
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of June 28, 2016, by and among Zeavion Holding Pte. Ltd., a Singapore limited liability company (“Buyer”) and The Gymboree Corporation, a Delaware corporation (“Seller”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 28th, 2016 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2016 (this “Amendment”), is by and between (i) THE GYMBOREE CORPORATION, a Delaware corporation (the “Lead Borrower”) and (ii) BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 14th, 2016 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 22, 2016 (this “Amendment”), by and among (i) THE GYMBOREE CORPORATION, a Delaware corporation (the “Lead Borrower”), (ii) each other Borrower party to the Credit Agreement referred to below (together with the Lead Borrower, collectively, the “Borrowers”), (iii) GIRAFFE INTERMEDIATE B, INC., a Delaware corporation (“Holdings”) and the other Facility Guarantors party to the Credit Agreement referred to below (together with the Borrowers, collectively, the “Loan Parties”), (iv) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), (v) BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) and (vi) PATHLIGHT CAPITAL LLC, a Delaware limited liability company, in its capacity as agent for the ABL Term Lenders (in such capacity, the “ABL Term Loan Agent”)
AMENDED AND RESTATED REGISTRATION AND PARTICIPATION RIGHTS AGREEMENT by and among Giraffe Holding, Inc., Giraffe Intermediate A, Inc., Giraffe Intermediate B, Inc., The Gymboree Corporation and Certain Stockholders of Giraffe Holding, Inc. Entered...Registration and Participation Rights Agreement • April 26th, 2012 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • New York
This Amended and Restated Registration and Participation Rights Agreement (this “Agreement”) is made as of December 23, 2011, by and among:
ContractCorporation Investor Rights Agreement • May 4th, 2001 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • California
Exhibit 10.41 THE GYMBOREE CORPORATION INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made and entered into as of May __, 2000 by and between The Gymboree Corporation, a Delaware corporation (the “Company”), and _______ (“Investor”). RECITALS WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, _______ shares (the “Purchased Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) on the terms and conditions set forth in that certain Common Stock Purchase Agreement, dated of even date herewith by and between the Company and the Investor (the “Purchase Agreement”) and unless otherwise provided herein, all capitalized terms shall have the meanings set forth in the Purchase Agreement. WHEREAS, the Purchase Agreement provides that the Investor shall be granted certain registration rights as more fully set forth herein. NOW, THEREFORE, in consideration of the foregoing re
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among Giraffe Holding, Inc., Giraffe Intermediate A, Inc., Giraffe Intermediate B, Inc., The Gymboree Corporation and the Investors, Other Investors and Managers Named Herein Entered into on December...Stockholders Agreement • April 26th, 2012 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • New York
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 30th, 2010 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
This TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 4, 2010, is entered into by and among THE GYMBOREE CORPORATION, a Delaware corporation (the “Company”), each other Borrower named in the signature pages hereof (together with the Company, each a “Borrower” and, collectively, the “Borrowers”), and BANK OF AMERICA, N.A. (the “Lender”).
ContractGymboree Corp • May 4th, 2001 • Apparel & other finishd prods of fabrics & similar matl
Exhibit 10.40 COMMON STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT. Void after May __, 2003 No. CS-__ The Gymboree Corporation WARRANT THIS CERTIFIES THAT, in consideration of the payment of $100.00 and for other good and valuable consideration, __________________ (the “Holder”) is entitled to subscribe for and purchase _____________ shares (as adjusted purs
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 26th, 2007 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 24, 2007, is entered into by and among THE GYMBOREE CORPORATION, a Delaware corporation (the “Company”), each other Borrower named in the signature pages hereof (together with the Company, each a “Borrower” and, collectively, the “Borrowers”), and BANK OF AMERICA, N.A. (the “Lender”).
ContractTerm Loan and Security Agreement • June 15th, 2001 • Gymboree Corp • Apparel & other finishd prods of fabrics & similar matl • Illinois
THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT, dated as of April 16, 2001 (this "Amendment"), is made and entered into by and among THE GYMBOREE CORPORATION, a Delaware corporation ("Guarantor One"), GYMBOREE MANUFACTURING, INC., a California corporation ("Guarantor Two") (Guarantor One and Guarantor Two each, individually a "Guarantor" and, collectively, the "Guarantors"), GYMBOREE LOGISTIC PARTNERSHIP, a California general partnership ("Borrower"), and M CREDIT, INC. formerly known as Transamerica Business Credit Corporation, a Delaware corporation ("Lender"). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Loan Agreement. WHEREAS, Guarantors, Borrower and Lender are parties to a certain Term Loan and Security Agreement, dated as of December 29, 1998, as amended by a First Amendment dated July 30, 1999 ("First Amendment") and a Second Amendment dated August 30, 2000, ("Seco
