0000921895-06-000409 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York

SECURITIES PURCHASE AGREEMENT, dated as of February 7, 2006, by and between Everlast Worldwide Inc., a Delaware corporation (the “Company”) and Arlene Shechet, an individual with a principal contact address of 52 White Street, Buzzer #3, New York, NY 10013 (the “Seller”).

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AMENDED AND RESTATED FACTORING AGREEMENT
Factoring Agreement • February 10th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York

THIS AMENDED AND RESTATED FACTORING AGREEMENT ("Agreement") made and executed this 7th day of February, 2006 by and between Everlast Worldwide Inc., Everlast World’s Boxing Headquarters Corporation, Everlast Sports Mfg. Corp. ("Client") and WELLS FARGO CENTURY, INC. ("Factor")

SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Second Amended and Restated Security Agreement • February 10th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York

SECURITY AGREEMENT (“Agreement”), dated as of February 7, 2006 is made by and between EVERLAST WORLD’S BOXING CORPORATION, a New York corporation (“Boxing”), EVERLAST SPORTS MFG. CORP., a New York corporation (“Sports”) and EVERLAST WORLDWIDE, INC., a Delaware corporation (“Everlast” and together with Boxing and Sports, the “Borrowers”), each of the direct and indirect subsidiaries of Everlast executing this Agreement below (collectively the “Subsidiary Guarantors” and together with the Borrowers and each of the Subsidiary Guarantors, the “Debtors”), and WELLS FARGO CENTURY, INC., (the “Secured Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York

SECURITIES PURCHASE AGREEMENT, dated as of February 7, 2006, by and between Everlast Worldwide Inc., a Delaware corporation (the “Company”), Benjamin Nadorf Irrevocable Trust dated December 21, 2004: Trustee Sue Nadorf, a Florida trust (the “Seller”) and Ben Nadorf, an individual with a principal contact address of 6650 Audubon Trace West, West Palm Beach, Florida 33412-3301 (“Nadorf”).

U.S. $25,000,000 TERM LOAN AGREEMENT Dated as of February 7, 2006 Among EVERLAST WORLD’S BOXING HEADQUARTERS CORPORATION as Borrower and Guarantor EVERLAST SPORTS MFG. CORP. as Borrower and Guarantor EVERLAST WORLDWIDE INC. as Borrower and Guarantor...
Term Loan Agreement • February 10th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York

TERM LOAN AGREEMENT, dated as of February 7, 2006, among Everlast World’s Boxing Headquarters Corporation, a corporation organized and existing under the laws of New York (“Boxing”), Everlast Sports Mfg. Corp., a corporation organized and existing under the laws of New York (“Sports”), Everlast Worldwide Inc., a corporation organized and existing under the laws of Delaware (“Everlast”) and Wells Fargo Century, Inc. (the “Lender”). Each of Everlast, Boxing and Sports is hereinafter referred to as a “Borrower”, and collectively, as the “Borrowers”.

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