0001193125-10-172864 Sample Contracts

OPTION TERMINATION AGREEMENT
Option Termination Agreement • August 2nd, 2010 • Gordmans Stores, Inc. • Retail-apparel & accessory stores • Delaware

This Option Termination Agreement (this “Agreement”), dated as of July 23, 2010, is made by and among Gordmans Stores, Inc. f/k/a Gordmans Holding Corp., a Delaware corporation (the “Company”) and Michael Morand (the “Option Holder”).

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LOAN, GUARANTY AND SECURITY AGREEMENT by and among GORDMANS, INC. as Borrower, THE GUARANTORS SIGNATORY HERETO, as Credit Parties, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO RETAIL FINANCE, LLC as Administrative Agent and...
Loan, Guaranty and Security Agreement • August 2nd, 2010 • Gordmans Stores, Inc. • Retail-apparel & accessory stores • New York

THIS LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is entered into as of February 20, 2009, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders and joint lead arranger (“Agent”), and CIT CAPITAL SECURITIES LLC, a Delaware limited liability company, as syndication agent and as joint lead arranger, and, on the other hand, GORDMANS, INC., a Delaware corporation (“Borrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”).

LEASE AGREEMENT between NL VENTURES VII DOUGLAS, L.L.C. as Lessor and GORDMANS, INC. as Lessee
Lease Agreement • August 2nd, 2010 • Gordmans Stores, Inc. • Retail-apparel & accessory stores

THIS LEASE AGREEMENT (this “Lease”) dated as of , 2008, is made and entered into between NL Ventures VII Douglas, L.L.C., a Delaware limited liability company (“Lessor”), and Gordmans, Inc., a Delaware corporation (“Lessee”).

AGREEMENT AND PLAN OF MERGER among MIDWEST SHOPPES INTERMEDIATE HOLDING CORP., MIDWEST SHOPPES INTEGRATED, INC., GORDMANS, INC. and JEFFREY J. GORDMAN Dated as of September 5, 2008
Agreement and Plan of Merger • August 2nd, 2010 • Gordmans Stores, Inc. • Retail-apparel & accessory stores • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 5, 2008 (this “Agreement”), is among MIDWEST SHOPPES INTERMEDIATE HOLDING CORP., a Delaware corporation (“Parent”), MIDWEST SHOPPES INTEGRATED, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), GORDMANS, INC., a Delaware corporation (the “Company”), and JEFFREY J. GORDMAN, as Stockholders’ Representative.

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