LOAN AND SECURITY AGREEMENT by and among VITAMIN SHOPPE INDUSTRIES INC. VS DIRECT INC. as Borrowers and VS HOLDINGS, INC. as Guarantor THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated:...Loan and Security Agreement • September 30th, 2009 • Vs Holdings, Inc. • Retail-food stores • New York
This Loan and Security Agreement dated September 25, 2009 (this “Agreement”) is entered into by and among Vitamin Shoppe Industries Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct”, and together with Vitamin Shoppe, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), VS Holdings, Inc., a Delaware corporation (“Parent” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined).
GUARANTEE September 25, 2009Vs Holdings, Inc. • September 30th, 2009 • Retail-food stores • New York
VS Direct Inc., a Delaware corporation (“Borrower”), certain of its affiliates, JPMorgan Chase Bank, National Association, a national banking association, in its capacity as agent (in such capacity, “Agent”) for Secured Parties (as hereinafter defined), and the entities from time to time party to the Loan Agreement (as hereinafter defined) as lenders (each a “Lender” and collectively, “Lenders”) have entered into financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to Borrower and such affiliates as set forth in the Loan and Security Agreement, dated of even date herewith, by and among Borrower, Vitamin Shoppe Industries, Inc., a New York corporation (“Vitamin Shoppe”), VS Holdings, Inc., a Delaware corporation (“Parent” and together with Vitamin Shoppe, each individually a “Guarantor” and collectively, “Guarantors”), Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 30th, 2009 • Vs Holdings, Inc. • Retail-food stores • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated September 25, 2009, is entered into by and between VITAMIN SHOPPE INDUSTRIES INC., a New York corporation (“Pledgor”), with offices at 2101 91st Street, North Bergen, New Jersey 07047, and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as agent (in such capacity “Pledgee”) for the Lenders and the other Secured Parties. Any capitalized term not defined herein shall have the meaning assigned to such term in the Loan Agreement (as hereinafter defined).
AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • September 30th, 2009 • Vs Holdings, Inc. • Retail-food stores
THIS AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of September 25 2009, by and among Anthony Truesdale (“Executive”), VS Parent, Inc., a Delaware Corporation, (“Parent”), Vitamin Shoppe Industries Inc., a Delaware corporation (the “Company”), and VS Holdings, Inc., a Delaware corporation (“Holdings”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 30th, 2009 • Vs Holdings, Inc. • Retail-food stores • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of September 25, 2009, is entered into by VITAMIN SHOPPE INDUSTRIES INC., a New York corporation, VS DIRECT INC., a Delaware corporation, and VS HOLDINGS, INC., a Delaware corporation (each a “Grantor”, and collectively, “Grantors”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”), for the Lenders. Capitalized terms not otherwise defined herein have the meanings set forth in the Loan and Security Agreement dated as of September 25, 2009, among Grantors and Administrative Agent (the “Credit Agreement”).
AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • September 30th, 2009 • Vs Holdings, Inc. • Retail-food stores
THIS AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of September 25, 2009, by and among Michael G. Archbold (“Executive”), VS Parent, Inc., a Delaware Corporation, (“Parent”), Vitamin Shoppe Industries Inc., a Delaware corporation (the “Company”), and VS Holdings, Inc., a Delaware corporation (“Holdings”).
INTERCREDITOR AGREEMENT JOINDERIntercreditor Agreement • September 30th, 2009 • Vs Holdings, Inc. • Retail-food stores
The undersigned, JPMORGAN CHASE BANK, N.A., a national banking association, hereby agrees to become party as Priority Lien Agent and as a Priority Lien Representative under the Intercreditor Agreement dated November 15, 2005 (the “Intercreditor Agreement”) among Vitamin Shoppe Industries Inc., the Pledgors from time to time party thereto, Wachovia Bank, National Association, as Agent under the Loan and Security Agreement (as defined therein), Wilmington Trust Company, as Trustee under the Indenture (as defined therein), and Wilmington Trust Company, as Collateral Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.
