BROOKSTONE COMPANY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 12.00% SECOND LIEN SENIOR SECURED NOTES DUE 2012Indenture • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
INDENTURE dated as of October 4, 2005 among Brookstone Company, Inc., a New Hampshire corporation, the Guarantors (as defined) and Wells Fargo Bank, N.A., as trustee.
Brookstone Company, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I hereto Exchange and Registration Rights Agreement October 4, 2005Advanced Audio Concepts, LTD • May 3rd, 2006 • Retail-retail stores, nec • New York
Brookstone Company, Inc., a New Hampshire corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 12.00% Second Lien Senior Secured Notes due 2012, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CREDIT AGREEMENT dated as of OCTOBER 4, 2005 among BROOKSTONE COMPANY, INC. AS LEAD BORROWER BROOKSTONE, INC. AS FACILITY GUARANTOR THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A. AS ISSUING BANK AND BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT AND...Credit Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
BROOKSTONE COMPANY, INC., a Delaware corporation (“Brookstone Company”), as Lead Borrower (in such capacity, the “Lead Borrower”) for the Borrowers now or hereafter a party hereto;
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 4, 2005 by and between Michael F. Anthony (the “Executive”) and Brookstone, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED BY-LAWS of BROOKSTONE, INC.Advanced Audio Concepts, LTD • May 3rd, 2006 • Retail-retail stores, nec
Reference is hereby made to the OSIM BROOKSTONE HOLDINGS, INC. SHAREHOLDERS AGREEMENT between OSIM International Ltd., J.W. Childs Equity Partners III, L.P., JWC Fund III Co-Invest, LLC, Century Private Equity Holdings (S) PTE Ltd., the Management Holders and OSIM Brookstone Holdings, Inc., dated October 4, 2005 (the “Shareholders Agreement”). At any such time that the Company stock is held by OSIM Brookstone Holdings, L.P. (whether directly or indirectly), to the extent that any provision of these by-laws conflicts with or is inconsistent with any terms of the Shareholders Agreement, the terms of the Shareholder Agreement shall, to the extent not inconsistent with applicable law, supercede these by-laws and these by-laws shall be considered modified to the extent superceded by such terms.
GUARANTYGuaranty • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
GUARANTY dated as of October 4, 2005 (this “Guaranty”), by BROOKSTONE, INC, and ADVANCED AUDIO CONCEPTS, LIMITED (individually and collectively the “Facility Guarantor”) in favor of (a) BANK OF AMERICA, N.A. a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent” and, in its capacity as both Administrative Agent and Collateral Agent, the “Agent”) for the Lenders and Secured Parties (as defined in the Credit Agreement referred to below), (b) the Issuing Bank (as defined in the Credit Agreement), (c) the Lenders party to the Credit Agreement, and (d) the other Secured Parties.
INTERCREDITOR AGREEMENT dated as of October 4, 2005 among BROOKSTONE COMPANY, INC., the other Pledgors from time to time party hereto, BANK OF AMERICA, N.A., as initial Credit Agreement Agent, WELLS FARGO BANK, N.A., as Trustee under the Indenture and...Intercreditor Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
This Intercreditor Agreement (this “Agreement”) is dated as of October 4, 2005 and is by and among Brookstone Company, Inc., a New Hampshire corporation (the “Borrower”), the other Pledgors from time to time party hereto, Bank of America, N.A., as Credit Agreement Agent (as defined below), Wells Fargo Bank, N.A., as Trustee (as defined below), Bank of America, N.A., as initial Credit Agreement Agent, and Wells Fargo Bank, N.A., as Collateral Agent (in such capacity and together with its successors in such capacity, the “Collateral Agent”).
GUARANTYGuaranty • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
GUARANTY dated as of October 4, 2005 (this “Guaranty”), by BROOKSTONE COMPANY, INC. (“Brookstone Company”), a New Hampshire corporation, BROOKSTONE INTERNATIONAL HOLDINGS, INC., BROOKSTONE HOLDINGS, INC., BROOKSTONE PROPERTIES, INC., BROOKSTONE PURCHASING, INC., BROOKSTONE RETAIL PUERTO RICO, INC., BROOKSTONE STORES, INC., GARDENERS EDEN, INC., ADVANCED AUDIO CONCEPTS, LIMITED (each together with each Loan Party (as named in the Credit Agreement) and such Person together with Brookstone Company and each Subsidiary of Brookstone, Inc. who becomes a Loan Party pursuant to the Credit Agreement and Loan Documents, individually, a “Guarantor” and collectively, the “Guarantors”) in favor of (a) BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent” and, in its capacity as both Administrative Agent and Collateral Agent, the “Agent”) for the Secured Parties (
COLLATERAL AGENCY AGREEMENT dated as of October 4, 2005 among BROOKSTONE COMPANY, INC., the other Grantors from time to time party hereto, WELLS FARGO BANK, N.A., as Trustee under the Indenture and WELLS FARGO BANK, N.A., as Collateral AgentCollateral Agency Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
This Collateral Agency Agreement (this “Agreement”) dated as of October 4, 2005 is entered into by and among Wells Fargo Bank, N.A., as trustee under the Indenture identified below, Wells Fargo Bank, N.A., as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and Brookstone Company, Inc., a New Hampshire corporation (the “Company”) and the other Grantors from time to time party hereto.
Brookstone Company, Inc. $185,000,000 12.00% Second Lien Senior Secured Notes due 2012 Purchase Agreement September 23, 2005Purchase Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
Concurrently with the closing of the offering of the Securities, the Company and the Guarantors will enter into a new senior secured credit facility, to be dated as of October 4, 2005, in an aggregate of up to $100,000,000 with Bank of America, N.A. (in its capacity as collateral agent under the new senior secured credit facility, the “First Lien Collateral Agent”), Goldman Sachs Credit Partners L.P. and a syndicate of other financial institutions (as the same may be amended, modified, supplemented or restated from time to time, the “Credit Facility”).
AMENDED AND RESTATED BY-LAWS of BROOKSTONE COMPANY, INC.Advanced Audio Concepts, LTD • May 3rd, 2006 • Retail-retail stores, nec
Reference is hereby made to the OSIM BROOKSTONE HOLDINGS, INC. SHAREHOLDERS AGREEMENT between OSIM International Ltd., J.W. Childs Equity Partners III, L.P., JWC Fund III Co-Invest, LLC, Century Private Equity Holdings (S) PTE Ltd., the Management Holders and OSIM Brookstone Holdings, Inc., dated October 4, 2005 (the “Shareholders Agreement”). At any such time that the Company stock is held by OSIM Brookstone Holdings, L.P. (whether directly or indirectly), to the extent that any provision of these by-laws conflicts with or is inconsistent with any terms of the Shareholders Agreement, the terms of the Shareholder Agreement shall, to the extent not inconsistent with applicable law, supercede these by-laws and these by-laws shall be considered modified to the extent superceded by such terms.
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec
THIS AGREEMENT (this “Agreement”) is entered into as of this 18th day of April, 2006 by and among Louis Mancini (the “Executive”) and Brookstone, Inc., a Delaware corporation (the “Company”), and solely with respect to Section 5.8 hereof, OSIM Brookstone Holdings, L.P. (“OBH LP”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
WELLS FARGO BANK, N.A., a national banking association, in its capacity as Collateral Agent under the Collateral Agency Agreement dated as of October 4, 2005 among the Collateral Agent, Wells Fargo Bank, N.A., as trustee under the Indenture referred to below, and the Grantors (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
BROOKSTONE, INC., BROOKSTONE COMPANY, INC., BROOKSTONE INTERNATIONAL HOLDINGS, INC., BROOKSTONE HOLDINGS, INC., BROOKSTONE PROPERTIES, INC., BROOKSTONE PURCHASING, INC., BROOKSTONE RETAIL PUERTO RICO, INC., BROOKSTONE STORES, INC., ADVANCED AUDIO CONCEPTS, LIMITED and GARDENERS EDEN, INC. (hereinafter, each a “Grantor” and collectively the “Grantors”); and
SECURITY AGREEMENTSecurity Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
BROOKSTONE COMPANY, INC., BROOKSTONE INTERNATIONAL HOLDINGS, INC., BROOKSTONE HOLDINGS, INC., BROOKSTONE PROPERTIES, INC., BROOKSTONE PURCHASING, INC., BROOKSTONE RETAIL PUERTO RICO, INC., BROOKSTONE STORES, INC., and GARDENERS EDEN, INC. (collectively, the “Borrowers”); and
SECURITY AGREEMENTSecurity Agreement • May 3rd, 2006 • Advanced Audio Concepts, LTD • Retail-retail stores, nec • New York
WELLS FARGO BANK, N.A., a national banking association, in its capacity as Collateral Agent under the Collateral Agency Agreement dated as of October 4, 2005 (as the same may be amended, modified, supplemented or restated hereafter, the “Collateral Agency Agreement”) among the Collateral Agent, Wells Fargo Bank, N.A., as trustee under the Indenture referred to below, and the Grantors (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
