EXHIBIT 10.25 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made and entered into as of September, 1996, among Specialty Catalog Corp., Delaware corporation (the "Company"), Dickstein &...Registration Rights Agreement • October 15th, 1996 • Specialty Catalog Corp • Retail-catalog & mail-order houses • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 8, 2000 is entered into between Specialty Catalog Corp., a Delaware corporation (the "Employer" or the "Company") and Joseph Grabowski...Employment Agreement • May 16th, 2000 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT dated May 4, 2001, among Specialty Acquisition Corp., a Delaware corporation (the "Company"), and each of the Stockholders of the Company listed on Schedule 1 attached hereto (the "Initial Stockholders")....Stockholders Agreement • May 21st, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • New York
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTRights Agreement • July 23rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses
EXHIBIT 10.32 INDEMNIFICATION AGREEMENT ------------------------- AGREEMENT made as of this _____day of ___, 1996, between Specialty Catalog Corp., a Delaware corporation (the "Company"), and __________________ (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • October 8th, 1996 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made as of July 20, 2001, by and between Specialty Acquisition Corp., a Delaware corporation ("Acquisition Corp."), and the Person named on the signature page hereto (the...Subscription Agreement • August 3rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
BETWEENUnderwriting Agreement • October 3rd, 1996 • Specialty Catalog Corp • Retail-catalog & mail-order houses • New York
SPECIALTY CATALOG CORP. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement") made as of this ___ day of ________________, 2001, by and between Specialty Catalog Corp., a Delaware corporation, having its principal...Stock Option Agreement • July 23rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
SPECIALTY CATALOG CORP. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement") made as of this ___ day of ________________, 2001, by and between Specialty Catalog Corp., a Delaware corporation, having its principal...Stock Option Agreement • July 23rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
SPECIALTY ACQUISITION CORP. WARRANT AGREEMENT WARRANT AGREEMENT dated as of __________, 2001 between Specialty Acquisition Corp., a Delaware corporation (the "Company"), and the holders from time to time of the Warrants referred to herein (the...Warrant Agreement • July 23rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • New York
EXHIBIT 10.3 ================================================================== ============== AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 27, 2000Credit Agreement • April 2nd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Massachusetts
SPECIALTY ACQUISITION CORP. WARRANT AGREEMENT WARRANT AGREEMENT dated as of __________, 2001 between Specialty Acquisition Corp., a Delaware corporation (the "Company"), and the holders from time to time of the Warrants referred to herein (the...Warrant Agreement • September 24th, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • New York
EXHIBIT 10.5 CREDIT AGREEMENT Dated as of October 3, 1997Credit Agreement • November 6th, 1997 • Specialty Catalog Corp • Retail-catalog & mail-order houses • England
andRights Agreement • April 13th, 2000 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.03 AMENDED AND RESTATED EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of October 11, 1996 (the "Agreement") by and between SPECIALTY CATALOG CORP., a Delaware corporation ("Specialty") having its offices at 21 Bristol Drive, South...Employment Agreement • October 15th, 1996 • Specialty Catalog Corp • Retail-catalog & mail-order houses
Delivery and Payment: Delivery of the Shares shall be made on or about October __, 1996 or such later date as we may advise on not less than one day's notice to you, at the office of GKN Securities Corp., 61 Broadway, 12th Floor, New York, New York...Selected Dealer Agreement • October 3rd, 1996 • Specialty Catalog Corp • Retail-catalog & mail-order houses • New York
EIGHTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • May 16th, 2000 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Massachusetts
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made as of July 20, 2001, by and between Specialty Acquisition Corp., a Delaware corporation ("Acquisition Corp."), and the Person named on the signature page hereto (the...Subscription Agreement • August 3rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT Amendment No. 1, dated , 2001 ("Amendment No. 1"), to the Employment Agreement (the "Agreement"), dated as of , 2000 between Specialty Catalog Corp., a Delaware corporation (the "Employer" or the "Company")...Employment Agreement • July 23rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.4 FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of October 3, 1997Credit Agreement • November 6th, 1997 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Massachusetts
OFPurchase Option Agreement • October 3rd, 1996 • Specialty Catalog Corp • Retail-catalog & mail-order houses
SC DIRECT, INC. AMENDMENT NO. 2Amendment No. 2 • March 27th, 1997 • Specialty Catalog Corp • Retail-catalog & mail-order houses
FEE LETTERFee Letter • October 15th, 1996 • Specialty Catalog Corp • Retail-catalog & mail-order houses
NOTE AND WARRANT PURCHASE AGREEMENT SPECIALTY ACQUISITION CORP. $7,500,000 Principal Amount 14% Series A Senior Subordinated Notes Due June 30, 2006Note and Warrant Purchase Agreement • July 23rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • New York
ANDAgreement and Plan of Recapitalization and Merger • May 15th, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
STOCK OPTION EXERCISE AGREEMENT THIS STOCK OPTION EXERCISE AGREEMENT (this "Agreement") is made as of _____ __, 2001, by and between Specialty Catalog Corp., a Delaware corporation (the "Company"), and the Person named on the signature page hereto...Stock Option Exercise Agreement • August 3rd, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
EXECUTION ORIGINAL COMPANY OPTION AGREEMENT THIS COMPANY OPTION AGREEMENT (this "Agreement") is made and entered into as of January 18, 2000, by and among Golub Associates Incorporated, a New York corporation ("Parent"), and Specialty Catalog Corp.,...Company Option Agreement • January 31st, 2000 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
December 2, 1999 Mr. Steven L. Bock 10 Graystone Lane Weston, Massachusetts 02493 Re: Amendment to Employment Agreement --------------------------------- Dear Steven: Reference is made to that certain Amended and Restated Employment Agreement between...Employment Agreement • March 31st, 2000 • Specialty Catalog Corp • Retail-catalog & mail-order houses
Fourth Amendment to LeaseLease • March 30th, 1998 • Specialty Catalog Corp • Retail-catalog & mail-order houses
NOTE AND WARRANT PURCHASE AGREEMENT SPECIALTY ACQUISITION CORP. $7,500,000 Principal Amount 14% Series A Senior Subordinated Notes Due June 30, 2006Note and Warrant Purchase Agreement • September 24th, 2001 • Specialty Catalog Corp • Retail-catalog & mail-order houses • New York
February 11, 2000 Mr. Lawrence E. Golub Golub Associates, Inc. 230 Park Avenue, 19th Floor New York, New York 10169 Dear Lawrence: Specialty Catalog Corp. (the "Company") and Golub Associates, Inc. ("GAI") are parties to an Agreement and Plan of...Agreement and Plan of Recapitalization and Merger • February 11th, 2000 • Specialty Catalog Corp • Retail-catalog & mail-order houses
toTerms of Offer • October 17th, 1997 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Newport
AGREEMENT AND PLAN OF RECAPITALIZATION AND MERGER BY AND AMONG GOLUB ASSOCIATES INCORPORATED CATALOG ACQUISITION CORP., AND SPECIALTY CATALOG CORP. DATED JANUARY 18, 2000Agreement and Plan of Recapitalization and Merger • January 31st, 2000 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Delaware
Exhibit 10.36 Net Building Lease by and between Joseph Campanelli, Nicholas Campanelli, Alfred Campanelli, and Ronald Campanelli, as Trustees of Campanelli Investment Properties, LandlordNet Building Lease • March 27th, 1997 • Specialty Catalog Corp • Retail-catalog & mail-order houses
PREAMBLEDevelopment & Marketing Agreement • August 13th, 1998 • Specialty Catalog Corp • Retail-catalog & mail-order houses • Massachusetts
