1 EXHIBIT 1.1 UNDERWRITING AGREEMENT March __, 2001 Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Robertson Stephens, Inc. 555 California Street, Suite 2600 San Francisco, CA 94104 Bear, Stearns & Co. Inc. 245 Park Avenue New...Underwriting Agreement • February 16th, 2001 • Charlotte Russe Holding Inc • Retail-women's clothing stores • New York
RECITALSLicense Agreement • December 13th, 2002 • Charlotte Russe Holding Inc • Retail-women's clothing stores
LEASE AGREEMENTLease Agreement • August 2nd, 1999 • Charlotte Russe Holding Inc • California
EXHIBIT 10.26 THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT CHARLOTTE RUSSE, INC. THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of October 23, 2002 (this "Amendment"), by and among CHARLOTTE RUSSE, INC. (the "Borrower"), a California...Revolving Credit Agreement • December 13th, 2002 • Charlotte Russe Holding Inc • Retail-women's clothing stores • Massachusetts
WITNESSETH:Stock Purchase Agreement • August 2nd, 1999 • Charlotte Russe Holding Inc • New York
SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT This SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT is made as of December 23, 1998 (this "Agreement"), by and between CHARLOTTE RUSSE HOLDING, INC., a Delaware corporation (the "Company"), and...Stock Pledge Agreement • August 2nd, 1999 • Charlotte Russe Holding Inc • Massachusetts
Exhibit 10.28 BUSINESS LOAN AGREEMENT This Agreement, dated as of February 28, 2003, is between Bank of America, N.A. (the "Bank") and Charlotte Russe, Inc., a California corporation (the "Borrower"). 1. FACILITY NO. 1: LINE OF CREDIT AMOUNT AND TERMS...Business Loan Agreement • April 21st, 2003 • Charlotte Russe Holding Inc • Retail-women's clothing stores • California
CHARLOTTE RUSSE HOLDING, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent RIGHTS AGREEMENT Dated as of August 13, 2008Rights Agreement • August 14th, 2008 • Charlotte Russe Holding Inc • Retail-women's clothing stores • Delaware
THIS RIGHTS AGREEMENT (“Agreement”), dated as of August 13, 2008, is between CHARLOTTE RUSSE HOLDING, INC., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (“Rights Agent”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENT This SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of December 23, 1998 (this "Agreement"), is by and among CHARLOTTE RUSSE, INC., a California corporation (the "Borrower"), CHARLOTTE RUSSE...Security Agreement • August 2nd, 1999 • Charlotte Russe Holding Inc • Massachusetts
RECITALSLicense Agreement • August 2nd, 1999 • Charlotte Russe Holding Inc • California
EXHIBIT 10.19 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment") is entered into as of October 1, 2001, by and between Charlotte Russe, Inc., a California corporation (the "Company"), formerly...Employment Agreement • December 13th, 2001 • Charlotte Russe Holding Inc • Retail-women's clothing stores
SECOND AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT SECOND AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT, dated as of December 23, 1998 (this "Agreement"), by and between CHARLOTTE RUSSE, INC., a...Trademark Collateral Security and Pledge Agreement • August 2nd, 1999 • Charlotte Russe Holding Inc • Massachusetts
CHARLOTTE RUSSE, INC. SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED as of December 23, 1998Revolving Credit Agreement • August 2nd, 1999 • Charlotte Russe Holding Inc • Massachusetts
August 10, 2005 Dear Ed:Employment Agreement • December 13th, 2006 • Charlotte Russe Holding Inc • Retail-women's clothing stores
In recognition of the important contributions you have made, and we expect you will continue to make to the success of Charlotte Russe Holding, Inc. and its subsidiaries (the “Company”), I am pleased to formalize in writing our commitment to you concerning the terms of your employment as the Senior Vice President Supply Chain and Systems. When signed by you, this agreement shall supersede and be in place of any prior agreements or understandings between us and shall be the sole and exclusive agreement between us pertaining to your employment with the Company.
CHARLOTTE RUSSE, INC. REVOLVING CREDIT AGREEMENT DATED as of December 23, 1999Revolving Credit Agreement • February 8th, 2000 • Charlotte Russe Holding Inc • Retail-women's clothing stores
Underwriting Agreement September 14, 2006Underwriting Agreement • September 15th, 2006 • Charlotte Russe Holding Inc • Retail-women's clothing stores • New York
Certain stockholders of Charlotte Russe Holding, Inc., a Delaware corporation (the “Company”), named in Schedule I(b) (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to transfer and sell to the Underwriters named in Schedule I(a) hereto (the “Underwriters”) an aggregate of (a) 3,034,560 shares (the “Firm Common Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Stock”) (b) warrants (the “Warrants”) to purchase 1,965,440 shares of Stock, and at the election of the Underwriters, up to 750,000 additional shares (the “Optional Common Shares”) of Stock. The Firm Common Shares and the Optional Common Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively referred to herein as the “Common Shares”. The Common Shares and the shares of Stock issuable upon exercise of the Warrants are collectively referred to herein as the “Shares”.
November 7, 2008 John GoodmanEmployment Agreement • November 13th, 2008 • Charlotte Russe Holding Inc • Retail-women's clothing stores • California
GUARANTEEGuarantee • August 24th, 2009 • Charlotte Russe Holding Inc • Retail-women's clothing stores • Delaware
This Guarantee is made by Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, and Advent Partners GPE VI-A Limited Partnership, each a limited partnership under its jurisdiction of formation (collectively, the “Guarantors”, and each, a “Guarantor”), in favor of Charlotte Russe Holding, Inc. (the “Guaranteed Party”), as of August 24, 2009 (this “Guarantee”).
GUARANTYGuaranty • February 8th, 2000 • Charlotte Russe Holding Inc • Retail-women's clothing stores • Massachusetts
EXHIBIT 10.23 August 29, 2001 Dear Tina: In recognition of the important contributions you have made, and we expect will continue to make, to the success of Charlotte Russe Holding, Inc. (the "Company"), I am pleased to formalize in writing our...Employment Agreement • December 13th, 2001 • Charlotte Russe Holding Inc • Retail-women's clothing stores • California
In recognition of the important contributions you have made, and we expect will continue to make, to the success of Charlotte Russe Holding, Inc. (the "Company"), I am pleased to formalize in writing our commitment to you concerning the terms of your employment as Executive Vice President and Director of Stores for the Company. When signed by you, this agreement shall supersede and be in place of any prior agreements or understandings between us and shall be the sole and exclusive agreement between us pertaining to your employment with the Company.
EXHIBIT 10.21 August 20, 2001 Mark A. Hoffman Dear Mark: In recognition of the important contribution we expect you will make to the success of Charlotte Russe Holding, Inc. (the "Company"), I am pleased to formalize in writing our commitment to you...Employment Agreement • December 13th, 2001 • Charlotte Russe Holding Inc • Retail-women's clothing stores
In recognition of the important contribution we expect you will make to the success of Charlotte Russe Holding, Inc. (the "Company"), I am pleased to formalize in writing our commitment to you concerning the terms of your employment as Senior Executive Vice President and Chief Operating Officer of the Company. When signed by you, this agreement shall be the sole and exclusive agreement between us pertaining to your employment with the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2003 • Charlotte Russe Holding Inc • Retail-women's clothing stores • California
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2008 • Charlotte Russe Holding Inc • Retail-women's clothing stores
This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Second Amendment”) is entered into on February 15, 2008, by and between Charlotte Russe Holding, Inc., a Delaware corporation (the “Company”), and Mr. Bernard Zeichner (“Mr. Zeichner”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2005 • Charlotte Russe Holding Inc • Retail-women's clothing stores
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is entered into on August 31, 2005, by and between Charlotte Russe Holding, Inc., a Delaware corporation (the “Company”), and Mr. Mark A. Hoffman (“Mr. Hoffman”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED OFFER LETTEROffer Letter • July 22nd, 2009 • Charlotte Russe Holding Inc • Retail-women's clothing stores
This FIRST AMENDMENT TO AMENDED AND RESTATED OFFER LETTER (“First Amendment”) is entered into on May 18, 2009, by and between Charlotte Russe Holding, Inc., a Delaware corporation (the “Company”), and Frederick G. Silny (“Mr. Silny”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Offer Letter (as defined below).
Leonard H. Mogil Bonita Springs, FL 34135 Dear Leonard, This letter and your employment will be effective on your Start DateEmployment Agreement • July 21st, 2008 • Charlotte Russe Holding Inc • Retail-women's clothing stores • California
(defined below) and sets forth our offer to you to join Charlotte Russe Holding, Inc. (the “Company”) as Interim Chief Executive Officer. Your “Start Date” shall be July 21, 2008.
December 5, 1997Agency Account Agreement • August 2nd, 1999 • Charlotte Russe Holding Inc • Massachusetts
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2007 • Charlotte Russe Holding Inc • Retail-women's clothing stores
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) is entered into on February 14, 2007, by and between Charlotte Russe Holding, Inc., a Delaware corporation (the “Company”), and Mr. Mark A. Hoffman (“Mr. Hoffman”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
MARK A. HOFFMAN AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2008 • Charlotte Russe Holding Inc • Retail-women's clothing stores • California
AMENDMENT TO OFFER LETTEROffer Letter • August 7th, 2008 • Charlotte Russe Holding Inc • Retail-women's clothing stores
This AMENDMENT TO OFFER LETTER (“Amendment”) is entered into on August 7, 2008, by and between Charlotte Russe Holding, Inc., a Delaware corporation (the “Company”), and Mr. Edward Wong (“Mr. Wong”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Offer Letter (as defined below).
Charlotte Russe Holding, Inc. July 20, 2008Resignation and Retirement Agreement • July 21st, 2008 • Charlotte Russe Holding Inc • Retail-women's clothing stores
This letter represents the agreement between Charlotte Russe Holding, Inc. (“Charlotte Russe” or the “Company”) and Mark A. Hoffman (“you” and collectively with the Company, the “Parties”) with respect to your relationships with the Company (the “Agreement”). The effective date of this Agreement is July 20, 2008 (the “Effective Date”).
April 18, 2007 Patti JohnsonEmployment Agreement • July 30th, 2007 • Charlotte Russe Holding Inc • Retail-women's clothing stores • California
SECOND AMENDED AND RESTATED GUARANTY SECOND AMENDED AND RESTATED GUARANTY, dated as of December 23, 1998 (this "Guaranty"), by CHARLOTTE RUSSE HOLDING, INC., a Delaware corporation (the "Guarantor") in favor of (a) BANKBOSTON, N.A., a national banking...Guaranty • August 2nd, 1999 • Charlotte Russe Holding Inc • Massachusetts
PURCHASE AGREEMENT BY AND AMONG CHARLOTTE RUSSE, INC., AND FOREVER 21 RETAIL, INC. DATED June 29, 2006Purchase Agreement • December 13th, 2006 • Charlotte Russe Holding Inc • Retail-women's clothing stores • California
This PURCHASE AGREEMENT (this “Agreement”) is dated June 29, 2006, (the “Execution Date”) by and among Charlotte Russe, Inc., a California corporation (the “Company”) and Forever 21 Retail, Inc., a California corporation (“Purchaser”) which is a wholly-owned subsidiary of Forever 21, Inc., a Delaware corporation (the “Parent”). Capitalized terms used but not defined elsewhere in the text of this Agreement are defined in Exhibit A attached hereto.
Charlotte Russe letterhead]Resignation Agreement • December 6th, 2006 • Charlotte Russe Holding Inc • Retail-women's clothing stores
This letter confirms our discussions and agreement with respect to your resignation of your employment with Charlotte Russe Holding, Inc. and its subsidiaries (the “Company”), and your provision of associated transition services to the Company in the interim (the “Agreement”). When signed by you, this agreement shall supersede and be in place of any prior agreements or understandings between us (including without limitation the offer letter between us dated August 10, 2005) and shall be the sole and exclusive agreement between us pertaining to your employment with the Company.
