Vince Holding Corp. – Investment Agreement (March 16th, 2016)
THIS INVESTMENT AGREEMENT (this "Agreement") is made and entered into as of March 15, 2016, by and among Vince Holding Corp., a Delaware corporation (the "Company"), Sun Cardinal, LLC, a Delaware limited liability company ("Sun Cardinal"), and SCSF Cardinal, LLC, a Delaware limited liability company ("SCSF" and, together with Sun Cardinal, the "Investors").
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF dELiA*s, INC. Pursuant to Sections 242 and 245 of the Corporation Law of the State of Delaware (August 22nd, 2014)
FIRST: The name of the corporation is dELiA*s, Inc. (the Corporation). The Corporation was originally formed under the name of Alloy Merchandising Group, LLC as a Delaware limited liability company and was converted to a Delaware corporation under the name of dELiA*s, Inc. on August 5, 2005.
August 7, 2013 1730 Boulevard Westfield, New Jersey 07090 Dear Ryan: (April 17th, 2014)
On behalf of dELiA*s, Inc. (the Company), I am very pleased to provide you with the proposed terms and conditions of the Companys offer to employ you. Everyone you have met with feels you are a great fit for this company and will thrive here in the role weve discussed. We hope you choose to join the Company and look forward to a mutually beneficial relationship.
Fourth Amendment to Credit Agreement and Negative Pledge Agreement (February 6th, 2014)
This FOURTH AMENDMENT TO CREDIT AGREEMENT AND NEGATIVE PLEDGE AGREEMENT (this Amendment) is entered into as of February 4, 2014, among DELIA*S, INC., a Delaware corporation (the Lead Borrower), the Persons named on Schedule 1.01 to the Credit Agreement referred to below (collectively, together with the Lead Borrower, the Borrowers), the Persons named on Schedule 1.02 to the Credit Agreement referred to below (collectively, the Guarantors), each lender party hereto (collectively, the Lenders and individually, a Lender), and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent (in such capacities, the Agent).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and Among LERNER NEW YORK, INC., LERNCO, INC. And LERNER NEW YORK OUTLET, INC., as Borrowers, NEW YORK & COMPANY, INC., NEVADA RECEIVABLE FACTORING, INC., LERNER NEW YORK HOLDING, INC., LERNER NEW YORK GC, LLC and NEW YORK & COMPANY STORES, INC., as Guarantors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, WELLS FARGO CAPITAL FINANCE, LLC as Sole Lead Arranger and Sole Bookrunner, and THE PERSONS NAMED HEREIN, as Lenders Dated: August 10, 2011 (September 8th, 2011)
This Third Amended and Restated Loan and Security Agreement (this Agreement), dated as of August 10, 2011, is entered into by and among Lerner New York, Inc., a Delaware corporation (Lerner), Lernco, Inc., a Delaware corporation (Lernco), and Lerner New York Outlet, Inc., a Massachusetts corporation (Lerner Outlet and together with Lerner and Lernco, collectively, Borrowers and individually each a Borrower), New York & Company, Inc., a Delaware corporation (NY&Co), Lerner New York Holding, Inc., a Delaware corporation (Parent), Nevada Receivable Factoring, Inc., a Nevada corporation (Nevada Factoring), New York & Company Stores, Inc., a New York corporation, formerly known as Associated Lerner Shops of America, Inc., a New York corporation (NY &Co Stores), and Lerner New York GC, LLC, an Ohio limited liability company (Lerner GC and together with NY&Co, Parent, Nevada Factoring and NY &Co Stores, collectively, Guarantors and each a Guarantor), the Lenders (as defined herein), Wells Far