1. Certain Definitions 2 2. Demand Registrations. 3 (a) Right to Request Registration 3 (b) Number of Demand Registrations 3 (c) Priority on Demand Registrations 4 (d) Restrictions on Demand Registrations 4 (e) Selection of Underwriters 5 (f)...Registration Rights Agreement • December 1st, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledDecember 1st, 2003 Company Industry Jurisdiction
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of September 1, 2002 between Thomas C. Shull ("Shull") and Hanover Direct, Inc., a Delaware corporation (the "Company"). 1. Provision of Services. Shull shall...Employment Agreement • August 19th, 2002 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledAugust 19th, 2002 Company Industry Jurisdiction
Exhibit 99.1 ESCROW AGREEMENT ESCROW AGREEMENT (this "ESCROW AGREEMENT"), dated as of July 2, 2003, by and among Richemont Finance S.A., a societe anonyme organized under the laws of the Grand Duchy of Luxembourg ("RICHEMONT"), Chelsey Direct, LLC, a...Escrow Agreement • September 9th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledSeptember 9th, 2003 Company Industry Jurisdiction
EXHIBIT 99.3 VOTING AGREEMENT VOTING AGREEMENT, dated as of November 30, 2003 (this "Agreement"), between CHELSEY DIRECT, LLC, a Delaware limited liability company ("Chelsey"), Stuart Feldman, an individual ("Feldman"), REGAN PARTNERS, L.P., a New...Voting Agreement • December 1st, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
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Execution Version] TWENTY-SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS TWENTY-SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of October 31, 2003, is entered into by and among CONGRESS FINANCIAL CORPORATION, a...Loan and Security Agreement • November 10th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
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August 7, 2000Securities Purchase Agreement • August 10th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledAugust 10th, 2000 Company Industry Jurisdiction
BETWEENWarrant Agreement • March 24th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMarch 24th, 2000 Company Industry Jurisdiction
EXHIBIT 10.1 SERVICES AGREEMENT This Services Agreement (this "Agreement") is made as of December 14, 2001 by and among: (i) Meridian Ventures, LLC, a Nevada limited liability company controlled by Thomas C. Shull ("Meridian"), and Thomas C. Shull...Services Agreement • December 14th, 2001 • Hanover Direct Inc • Retail-catalog & mail-order houses • New Jersey
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EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of May 5, 2004 between Wayne P. Garten ("Executive") and Hanover Direct, Inc., a Delaware corporation (the "Company"). 1. Provision of Services. Executive shall...Employment Agreement • August 10th, 2004 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledAugust 10th, 2004 Company Industry Jurisdiction
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Purchase Agreement • March 27th, 1998 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
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AMONGAsset Purchase Agreement • August 9th, 2001 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledAugust 9th, 2001 Company Industry Jurisdiction
ARTICLE IStock Purchase Agreement • February 17th, 2005 • Hanover Direct Inc • Retail-catalog & mail-order houses • California
Contract Type FiledFebruary 17th, 2005 Company Industry Jurisdiction
EXHIBIT 10.92 THIRTIETH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRTIETH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of March 25, 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION, a Delaware...Loan and Security Agreement • April 9th, 2004 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
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EXHIBIT 10.72 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of November 4, 1997, between HANOVER DIRECT, INC., a Delaware corporation (the "Company"), and SMALLCAP WORLD FUND, INC., a Maryland corporation (the "Stockholder"). R...Registration Rights Agreement • March 27th, 1998 • Hanover Direct Inc • Retail-catalog & mail-order houses • Delaware
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EXHIBIT BPurchase and Sale Agreement • May 21st, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledMay 21st, 2003 Company Industry Jurisdiction
August 7, 2000Hanover Direct Inc • August 8th, 2000 • Retail-catalog & mail-order houses
Company FiledAugust 8th, 2000 Industry
1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT by and between HANOVER DIRECT, INC.Registration Rights Agreement • August 30th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledAugust 30th, 2000 Company Industry Jurisdiction
1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledAugust 30th, 2000 Company Industry Jurisdiction
SECTION 1. DEFINITIONS........................................................ 2-31 SECTION 2. CREDIT FACILITY.................................................... 34 2.1 Revolving Loans.................................................... 34 2.2...Loan and Security Agreement • March 29th, 1996 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMarch 29th, 1996 Company Industry Jurisdiction
EXHIBIT 10.3 FORM OF LETTER AGREEMENT WITH CERTAIN LEVEL 8 EXECUTIVES Date Name Address City, State ZIP Dear (Name): It's with pleasure, I confirm your continued employment with Hanover Direct as (TITLE), reporting to (NAME). This letter will...Letter Agreement • August 19th, 2002 • Hanover Direct Inc • Retail-catalog & mail-order houses
Contract Type FiledAugust 19th, 2002 Company IndustryIt's with pleasure, I confirm your continued employment with Hanover Direct as (TITLE), reporting to (NAME). This letter will highlight essential details and summarize information concerning the terms and conditions of your employment with Hanover Direct.
WITNESSETH:Stock Option Agreement • March 25th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMarch 25th, 2003 Company Industry Jurisdiction
2- 3 to drafts presented under letters of credit for the purchase of goods and services or purchase or other guarantees for the purchase of goods and services in the ordinary course of a Revolving Loan Borrower's business or for any other purpose...Loan and Security Agreement • March 30th, 2001 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
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Exhibit 10.1 ALL AMOUNTS AT ANY TIME OWING BY THE BORROWERS UNDER THIS AGREEMENT TO THE LENDER HEREUNDER ARE SUBORDINATED IN RIGHT OF PAYMENT TO THE INDEFEASIBLE PAYMENT AND SATISFACTION IN FULL OF ALL PRESENT AND FUTURE OBLIGATIONS, LIABILITIES AND...Loan and Security Agreement • July 12th, 2004 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJuly 12th, 2004 Company Industry Jurisdiction
2- 3 evidenced by or in connection with the Junior Creditor Agreements, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Junior Creditor Agreements or after the commencement of...Subordination Agreement • May 9th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMay 9th, 2000 Company Industry Jurisdiction
Exhibit 10.1 June 23, 2003 EMPLOYMENT AGREEMENT AMENDMENT Amendment Number 2 This Amendment Number 2 to the Employment Agreement, made as of September 1, 2002 and amended by Amendment Number 1 thereto made as of September 1, 2002 (as so amended, the...Employment Agreement • August 7th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses
Contract Type FiledAugust 7th, 2003 Company Industry
AGREEMENTAgreement • December 20th, 2001 • Hanover Direct Inc • Retail-catalog & mail-order houses • Delaware
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1 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE, dated as of March 28, 1995 (the "First Supplemental Indenture"), to the Indenture, dated as of August 17, 1993 (the "Indenture"), among THE HANOVER COMPANIES, a Nevada corporation (the "Company"), THE HORN &...First Supplemental Indenture • March 29th, 1996 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
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BY AND BETWEEN ERIZON, INC. ANDLicense Agreement • August 8th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
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2- 3 Indenture as Exhibit A, as in effect on the date thereof and as the same may be amended, modified or supplemented.Indenture • March 29th, 1996 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
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Exhibit 99.2 ------------ Richemont Finance S.A. 35 Boulevard Prince Henri L 1724 Luxembourg Chelsey Direct, LLC 712 Fifth Avenue 45th Floor New York, NY 10019 May 19, 2003 Reference is made to that certain Purchase and Sale Agreement, of even date...Exhibit 99 • September 9th, 2003 • Hanover Direct Inc • Retail-catalog & mail-order houses
Contract Type FiledSeptember 9th, 2003 Company IndustryReference is made to that certain Purchase and Sale Agreement, of even date herewith, between Chelsey Direct, LLC and Richemont Finance S.A. (the "Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement.
WITNESSETH:Employment Agreement • March 28th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMarch 28th, 1997 Company Industry Jurisdiction
BETWEENWarrant Agreement • March 24th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses
Contract Type FiledMarch 24th, 2000 Company Industry
2- 3 (v) notify the Executive, at any time when a prospectus is required to be delivered under the 1933 Act, of an event causing the prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be...Registration Rights Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses
Contract Type FiledApril 14th, 1997 Company Industry
SECOND AMENDMENT TO REIMBURSEMENT AGREEMENTReimbursement Agreement • March 24th, 2000 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMarch 24th, 2000 Company Industry Jurisdiction
2 3 (f) The definition of "SERIES A LETTER OF CREDIT" set forth in Section 1.01 of the Series A Note Agreement is amended by (a) deleting the words "State of North Carolina" in the third line thereof and replacing them with "Commonwealth of...Note Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledApril 14th, 1997 Company Industry Jurisdiction