ASSET PURCHASE AGREEMENT by and among American Retail Enterprises, L.P., Retail Apparel Service Corp., Landmark Pants Corp., the entities listed on Annex I hereto, Screeem! Inc. and dELiA*s Inc. dated June 1, 1998 INDEXAsset Purchase Agreement • July 27th, 1998 • Delias Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 24th, 1997 • Delias Inc • Retail-catalog & mail-order houses • North Carolina
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 20th, 1997 • Delias Inc • Retail-catalog & mail-order houses • California
EXHIBIT 10.10 RESTRICTED STOCK AGREEMENT -------------------------- THIS AGREEMENT, made as of the 18th day of December 1996, by and between dELiA*s Inc., a Delaware corporation with its principal office at 435 Hudson Street, New York, New York 10014...Restricted Stock Agreement • December 18th, 1996 • Delia S Inc • Retail-catalog & mail-order houses • Delaware
July 10, 1998 American Retail Enterprises, L.P. 1620 Grand Avenue Baldwin, New York 11510 Attention: Mr. William Siegel Re: Amendment No.1 -------------- Ladies and Gentlemen: We refer you to that certain Letter Agreement dated June 1, 1998 (the...Letter Agreement • July 27th, 1998 • Delias Inc • Retail-catalog & mail-order houses
We refer you to that certain Letter Agreement dated June 1, 1998 (the "Letter Agreement") entered into in connection with that certain Asset Purchase Agreement entered into as of June 1, 1998 (the "Purchase Agreement") among Screeem! Inc., a Delaware corporation, dELiA*s Inc., a Delaware corporation, American Retail Enterprises, L.P., a New York limited partnership, Retail Apparel Service Corp., a New York corporation, Landmark Pants Corp., a New York corporation, and the entities listed on Annex I to the Purchase Agreement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.
EXHIBIT 10.4 STOCKHOLDERS AGREEMENTStockholders Agreement • October 31st, 1996 • Delia S Inc • New York
AGREEMENT ---------Lease Agreement • April 28th, 1997 • Delias Inc • Retail-catalog & mail-order houses • Pennsylvania
EXHIBIT 10.7 STOCK OPTION AGREEMENT Dated as of November 25, 1996 ----------------------------- dELiA*s INC., a Delaware corporation (the "Company"), hereby grants EVAN GUILLEMIN (the "Optionee"), residing at 375 Riverside Drive, New York, New York...Stock Option Agreement • December 6th, 1996 • Delia S Inc • Retail-catalog & mail-order houses • Delaware
DELIA*S INC.Underwriting Agreement • October 31st, 1996 • Delia S Inc • California
among dELiA*s INC. and its Subsidiaries set forth on Schedule 1 hereto ("Borrowers") and CONGRESS FINANCIAL CORPORATION ("Lender")Credit Agreement • May 2nd, 2000 • Delias Inc • Retail-catalog & mail-order houses • New York
Letterhead of dELiA*s Inc.] June 29, 1998 American Retail Enterprises, L.P. 1620 Grand Avenue Baldwin, New York 11510 Attention: Mr William Siegel Re: Amendment No. 1 Ladies and Gentlemen: We refer you to that certain Asset Purchase Agreement dated...Asset Purchase Agreement • July 27th, 1998 • Delias Inc • Retail-catalog & mail-order houses
This is to confirm that we have agreed to amend the Agreement to change the references to "June 30, 1998" in Sections 7.4 and 14.1(c) to be references to "July 17, 1998".
EXHIBIT 10.17 CREDIT AGREEMENTCredit Agreement • December 15th, 1998 • Delias Inc • Retail-catalog & mail-order houses • Pennsylvania
dELiA*s 435 Hudson Street New York, NY 10014 October 18, 1999 Mr. Christopher C. Edgar dELiA*s 435 Hudson Street New York, NY 10014 Re: SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Dear Mr. Edgar: This letter, when countersigned by you, shall constitute...Employment Agreement • December 14th, 1999 • Delias Inc • Retail-catalog & mail-order houses
This letter, when countersigned by you, shall constitute the Second Amendment to the Employment Agreement between you and dELiA*s Inc., dated as of November 22, 1996. Section 3(a) of the Employment Agreement is hereby amended by deleting the amount "$150,000" and replacing it with "$200,000." In all other respects, the Employment Agreement shall continue in full force and effect without modification.
EXHIBIT 10.23 CONSTRUCTION LOAN AGREEMENT THIS AGREEMENT, made the 6th day of August, 1999, by and between ALLFIRST BANK, a Maryland state-chartered commercial bank, having an office at 213 Market Street, Harrisburg, Pennsylvania 17105 (the "Bank")...Construction Loan Agreement • September 14th, 1999 • Delias Inc • Retail-catalog & mail-order houses • Pennsylvania
RECITALSTransitional Services Agreement • September 14th, 1998 • Delias Inc • Retail-catalog & mail-order houses
Exhibit 10.29 October 18, 1999 Mr. Evan Guillemin dELiA*s 435 Hudson Street New York, NY 10014 Re: SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Dear Mr. Guillemin: This letter, when countersigned by you, shall constitute the Second Amendment to the...Employment Agreement • December 14th, 1999 • Delias Inc • Retail-catalog & mail-order houses
This letter, when countersigned by you, shall constitute the Second Amendment to the Employment Agreement between you and dELiA*s Inc. (subsequently assigned to dELiA*s Operating Company), dated as of November 25, 1996. Section 3(a) of the Employment Agreement is hereby amended by deleting the amount "$150,000" and replacing it with "$200,000." In all other respects, the Employment Agreement shall continue in full force and effect without modification.
EMPLOYMENT AGREEMENT BETWEEN STORYBOOK INC. AND ESTELLE DEMUESYEmployment Agreement • December 14th, 1999 • Delias Inc • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.14 THIS AGREEMENT, made this 7th day of October, l997, between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW-YORK, a religious corporation in the State of New York, having its office and address at 74 Trinity...Lease Agreement • December 5th, 1997 • Delias Inc • Retail-catalog & mail-order houses
EXHIBIT 10.37 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT ("Amendment") dated as of July 31, 2000 by and among dELiA*s Inc., a Delaware corporation ("dELiA*s") and the Subsidiaries of dELiA*s set forth on Schedule 1 attached...Credit Agreement • September 12th, 2000 • Delias Inc • Retail-catalog & mail-order houses • New York
BACKGROUNDCredit Agreement • April 19th, 1999 • Delias Inc • Retail-catalog & mail-order houses
DELIA*S INC. 435 HUDSON STREET NEW YORK, NY 11238 June 9, 2000 Mr. Stephen I. Kahn dELiA*s 435 Hudson Street New York, NY 10014 Re: First Amendment to Employment Agreement --------------------------------------- Dear Mr. Kahn: This letter, when...Employment Agreement • June 13th, 2000 • Delias Inc • Retail-catalog & mail-order houses
EMPLOYMENT AGREEMENT BETWEEN dELiA*s INC. AND CHRISTOPHER C. EDGAR DATED AS OF DECEMBER __, 1996Employment Agreement • December 6th, 1996 • Delia S Inc • Retail-catalog & mail-order houses • New York
EMPLOYMENT AGREEMENT BETWEEN dELiA*s INC. AND EVAN GUILLEMIN DATED AS OF NOVEMBER 25, 1996Employment Agreement • December 6th, 1996 • Delia S Inc • Retail-catalog & mail-order houses • New York
April 26, 2000 Mr. Evan Guillemin dELiA*s, Inc. 435 Hudson St. New York, N.Y. 10014 Dear Evan: Allfirst Bank hereby agrees to waive provision 3(q) of the Construction Loan Agreement dated August 6, 1999, among Allfirst Bank, dELiA*s Distribution...Construction Loan Agreement • April 28th, 2000 • Delias Inc • Retail-catalog & mail-order houses
Allfirst Bank hereby agrees to waive provision 3(q) of the Construction Loan Agreement dated August 6, 1999, among Allfirst Bank, dELiA*s Distribution Company and dELiA*s, Inc. ("the Loan Agreement), through May 5, 2001 only, upon payment of a $5,000 covenant waiver fee. This provision requires a minimum fixed charge coverage ratio of 1.4 to 1.0. All other provisions of the loan documents remain unchanged.
EXHIBIT 10.2 ================================================================== ============== SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE, LLC 733344.5 ==================================================...Loan and Security Agreement • October 30th, 2002 • Delias Inc • Retail-catalog & mail-order houses
EMPLOYMENT AGREEMENT BETWEEN dELiA*s INC. AND JAMES COOPER DATED AS OF FEBRUARY 9, 2000Employment Agreement • April 28th, 2000 • Delias Inc • Retail-catalog & mail-order houses • New York
Catalog Fulfillment Agreement FOR dELiA*s AT The Jay Group, Inc. May 1, 1996 - April 30, 1997Catalog Fulfillment Agreement • October 31st, 1996 • Delia S Inc
dELiA*s Inc. 435 Hudson Street New York, New York 10014 ------------------------ CONFIDENTIAL ------------Asset Purchase Agreement • July 27th, 1998 • Delias Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 2.1 BILL OF SALE AND CONTRIBUTION AND ASSUMPTION AGREEMENT Dated December 18, 1996 ----------------------- The parties to this bill of sale and contribution and assumption agreement (this "Agreement") are DELIA'S LLC, a New York limited...Bill of Sale and Contribution and Assumption Agreement • December 18th, 1996 • Delia S Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.11 The following agreement ("The Amendment") between dELiA*s Inc. (dELiA*s) and The Jay Group, Inc. ("Jay") will be considered a binding agreement to the Catalog Fulfillment Agreement ("The Agreement") between dELiA*s and The Jay Group,...Catalog Fulfillment Agreement • April 28th, 1997 • Delias Inc • Retail-catalog & mail-order houses
MORTGAGE NOTEMortgage Note • September 14th, 1999 • Delias Inc • Retail-catalog & mail-order houses
