EDDIE BAUER HOLDINGS, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO AND THE BANK OF NEW YORK, AS TRUSTEE 5.25% Convertible Senior Notes due 2014 INDENTURE Dated as of April 4, 2007Eddie Bauer Holdings, Inc. • April 6th, 2007 • Retail-apparel & accessory stores • New York
INDENTURE dated as of April 4, 2007, among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined below) and THE BANK OF NEW YORK, as Trustee (the “Trustee”).
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by EDDIE BAUER HOLDINGS, INC., EDDIE BAUER, INC., as Borrower, and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 21, 2005...Guarantee and Collateral Agreement • April 6th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 21, 2005 and amended and restated as of April 4, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Term Loan Agreement, dated as of June 21, 2005 and amended and restated as of April 4, 2007 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Eddie Bauer Holdings, Inc. (“Holdings”), Eddie Bauer, Inc. (the “Borrower”), the Lenders and the Administrative Agent.
AMENDED AND RESTATED TERM LOAN AGREEMENT among EDDIE BAUER HOLDINGS, INC., EDDIE BAUER, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and JPMORGAN CHASE BANK, N.A.,...Term Loan Agreement • April 6th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”), dated as of June 21, 2005 and amended and restated as of April 4, 2007, among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (“Holdings”), EDDIE BAUER, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 6th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
This First Amendment and Waiver to Loan and Security Agreement (the “First Amendment and Waiver”) is made as of the 4th day of April, 2007 by and among
Eddie Bauer Holdings, Inc. Convertible Senior Notes due 2014 Placement Agency AgreementPlacement Agency Agreement • April 6th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
Eddie Bauer Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) an aggregate of $75,000,000 of its Convertible Senior Notes due 2014 (the “Securities”) to be issued pursuant to the provisions of an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”) among the Company, the subsidiaries of the Company listed on the signature page hereto (the “Guarantors”) and The Bank of New York, as Trustee (the “Trustee”). Subject to the provisions of the Indenture, the Securities will initially be guaranteed (the “Guarantees”) by the Guarantors on an unsecured senior basis. The Securities will be convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). As used herein, “Conversion Shares” means the shares of Common Stock issuable upon conversion of the Securities.
Eddie Bauer Holdings, Inc. Registration Rights AgreementEddie Bauer Holdings, Inc. • April 6th, 2007 • Retail-apparel & accessory stores • New York
This Registration Rights Agreement is made and entered into on the date indicated above by and among Eddie Bauer Holdings, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on the signature page hereto (collectively, the “Guarantors”) and J.P. Morgan Securities Inc. and Goldman, Sachs & Co. (the “Placement Agents”) pursuant to the Placement Agency Agreement, dated March 28, 2007, among the Company and the Placement Agents (the “Placement Agency Agreement”).
