CREDIT AGREEMENT dated as of May 16, 2012 among FIVE BELOW, INC. and THE LENDERS PARTY HERETO, and GOLDMAN SACHS BANK USA, BARCLAYS BANK PLC AND JEFFERIES FINANCE LLC, as Lead Arrangers and Lead Bookrunners, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,...Credit Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of May 16, 2012 by and among Five Below, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors party hereto from time to time, the Lenders, and Goldman Sachs Bank USA (“Goldman Sachs”), Barclays Bank PLC and Jefferies Finance LLC, as Lead Arrangers and as Lead Bookrunners, Goldman Sachs as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”), Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Trust Company Americas, UBS Securities LLC and Wells Fargo Bank, National Association, as Arrangers (in such capacity and together with the Lead Arrangers, the “Arrangers”) and Bookrunners (in such capacity and together with the Lead Bookrunners, the “Bookrunners”), Barclays Bank PLC, as Syndication Agent (in such capacity, the “Syndication Agent”), and Jefferies Finance LLC, as Documentation Agent (in such capa
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTSecond Amended and Restated Shareholders Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania
THIS THIRD AMENDMENT, dated May 23, 2012 (this “Amendment”), to the Second Amended and Restated Shareholders Agreement, dated September 1, 2010 (the “Original Shareholders Agreement”), as amended by the First Amendment to Second Amended and Restated Shareholders Agreement, dated October 14, 2010 (the “First Amendment”), and as amended by the Second Amendment to Second Amended and Restated Shareholders Agreement, dated November 22, 2011 (together with the Original Shareholders Agreement and the First Amendment, the “Shareholders Agreement”), is made by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), and the undersigned shareholders of the Company (the “Holders”).
SECURITY AGREEMENTSecurity Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • New York
This SECURITY AGREEMENT, dated as of May 16, 2012 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Five Below, Inc. (the “Borrower”) and each of the subsidiaries of the Borrower party hereto from time to time as an Additional Grantor (as herein defined) (including the Borrower, each, a “Grantor”), and Goldman Sachs Bank USA, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 16, 2012, among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Revolving Facility Agent, GOLDMAN SACHS BANK USA, as Term Loan Agent, FIVE BELOW, INC. and The Subsidiaries of Five Below, Inc....Subordination and Intercreditor Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 16, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among Wells Fargo Bank, National Association, a national banking association, as successor by merger to Wachovia Bank, National Association, Goldman Sachs Bank USA, as agent for the Term Loan Secured Parties referred to herein; Five Below, Inc.; and the Subsidiaries of Five Below, Inc. from time to time party hereto.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this [—] day of [—], 2010, by and between Five Below, Inc., a Pennsylvania corporation (the “Company”), and [—] (“Indemnitee”).
SECOND AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania
THIS SECOND AMENDMENT, dated May 23, 2012 (this “Amendment”), to the Amended and Restated Investor Rights Agreement, dated September 1, 2010 (the “Original Investor Rights Agreement”), as amended by the First Amendment to Amended and Restated Investor Rights Agreement, dated October 14, 2010 (together with the Original Investor Rights Agreement, the “Investor Rights Agreement”), is made by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), and the undersigned shareholders of the Company (the “Holders”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between FIVE BELOW, INC., as Borrower, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated: May 16, 2012Loan and Security Agreement • May 24th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania
This Second Amended and Restated Loan and Security Agreement dated May 16, 2012 (the “Agreement”) is entered into by and between FIVE BELOW, INC., a Pennsylvania corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as successor by merger to Wachovia Bank, N.A. (the “Lender”).
