Exhibit 10.6 LOAN AND SECURITY AGREEMENT Dated as of June 21, 2005Loan and Security Agreement • June 27th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
BY AND AMONGAgreement and Plan of Merger • November 13th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Delaware
WITNESSETH:Employment Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Washington
WITNESSETH:Pledge Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
EXHIBIT 10.11(b) BUYING AGENCY AGREEMENT BUYING AGENT: Eddie Bauer International (Americas), Inc., a Delaware corporation and subsidiary of OTTO International GmbH ADDRESS: 6100 Blue Lagoon Drive, Suite 310 Miami, Florida 33126 U.S.A. COMMISSION RATE:...Agency Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
WITNESSETHEddie Bauer Holdings, Inc. • December 15th, 2005
datedJoint Venture Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
EXECUTION VERSION TERM LOAN AGREEMENTTerm Loan Agreement • June 27th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
EXHIBIT 10.29 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is entered into effective as of [_____], 2005, by and between Eddie Bauer Holdings, Inc., a Delaware corporation (the "Company"), and _______________ ("Indemnitee")....Indemnification Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Delaware
WITNESSETH:Intercreditor Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
EXHIBIT 10.20 EDDIE BAUER HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT This Stock Option Agreement (the "AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and...Director Stock Option Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Delaware
WITNESSETH:Waiver and Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
Exhibit 10.6 LOAN AND SECURITY AGREEMENT Dated as of June 21, 2005Loan and Security Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
RECITALSFirst Lease • June 27th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
EXHIBIT 10.17 EDDIE BAUER HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (the "AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Eddie Bauer...Incentive Plan Stock Option Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Delaware
WITNESSETHEddie Bauer Holdings, Inc. • May 1st, 2006 • Retail-apparel & accessory stores
EXECUTION VERSION TERM LOAN AGREEMENTTerm Loan Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • June 27th, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
EXHIBIT 10.11(a) BUYING AGENCY AGREEMENT BUYING AGENT: Eddie Bauer International, Ltd., a subsidiary of OTTO International Hong Kong Ltd. ADDRESS: 19/F Peninsula Square 18 Sung on Street Hung Hom, Hong Kong COMMISSION RATE: [***]% TERRITORY:...Buying Agency Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
EDDIE BAUER HOLDINGS, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO AND THE BANK OF NEW YORK, AS TRUSTEE 5.25% Convertible Senior Notes due 2014 INDENTURE Dated as of April 4, 2007Eddie Bauer Holdings, Inc. • April 6th, 2007 • Retail-apparel & accessory stores • New York
INDENTURE dated as of April 4, 2007, among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined below) and THE BANK OF NEW YORK, as Trustee (the “Trustee”).
Exhibit 10.9 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (this "AGREEMENT") dated as of December 3, 2004 is made by and among Spiegel, Inc. ("SPIEGEL"), Newport News, Inc., Eddie Bauer, Inc., Spiegel Catalog, Inc. and Spiegel Catalog Services, LLC...Settlement Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by EDDIE BAUER HOLDINGS, INC., EDDIE BAUER, INC., as Borrower, and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 21, 2005...Guarantee and Collateral Agreement • April 6th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 21, 2005 and amended and restated as of April 4, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Term Loan Agreement, dated as of June 21, 2005 and amended and restated as of April 4, 2007 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Eddie Bauer Holdings, Inc. (“Holdings”), Eddie Bauer, Inc. (the “Borrower”), the Lenders and the Administrative Agent.
AMENDED AND RESTATED TERM LOAN AGREEMENT among EDDIE BAUER HOLDINGS, INC., EDDIE BAUER, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and JPMORGAN CHASE BANK, N.A.,...Term Loan Agreement • April 6th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”), dated as of June 21, 2005 and amended and restated as of April 4, 2007, among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (“Holdings”), EDDIE BAUER, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
PURCHASE AND SALE AGREEMENT between SPIEGEL ACCEPTANCE CORPORATION, as Seller – and – MIDLAND FUNDING LLC, as Buyer Dated and Effective as of December 4, 2007Purchase and Sale Agreement • March 13th, 2008 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 4th day of December, 2007 (the “Closing Date”), by and between SPIEGEL ACCEPTANCE CORPORATION, a Delaware corporation with an office and principal place of business c/o Eddie Bauer Holdings, Inc. at 15010 NE 36th Street, Redmond, Washington 98052 (“Seller”), and MIDLAND FUNDING LLC, a Delaware limited liability company with an office and principal place of business c/o Encore Capital Group, Inc. at 8875 Aero Drive, Suite 200, San Diego, California 92123 (“Buyer”).
EXHIBIT 10.13 ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENTEddie Bauer Holdings, Inc. • October 2nd, 2006 • Retail-apparel & accessory stores
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 4th, 2009 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Delaware
This First Amendment (this “First Amendment”) to the Asset Purchase Agreement (this “Agreement”), dated as of July 17, 2009, by and among Eddie Bauer Holdings, Inc., a Delaware corporation (the “Seller”) and each of the subsidiaries of the Seller listed on Schedule I thereto (together with the Seller, the “Selling Entities”), and Everest Holdings LLC, a Delaware limited liability company (the “Buyer”), is made and entered into as of July 29, 2009 by and among the Selling Entities and Buyer. All of the capitalized terms which are used but not otherwise defined herein have the meanings given to such terms in the Asset Purchase Agreement.
EXHIBIT 10.24 EDDIE BAUER HOLDINGS, INC. SENIOR OFFICER CHANGE IN CONTROL COMPENSATION BENEFITS PLAN PARTICIPANT AGREEMENT THIS PARTICIPANT AGREEMENT (this "Agreement") is made effective as of the Effective Date set forth below, by and between EDDIE...Benefits Plan Participant Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
EXHIBIT 10.12 VENDOR PAYMENT SERVICES AGREEMENT THIS VENDOR PAYMENT SERVICES AGREEMENT ("Agreement") is made as of the 29th day of June, 2005 ("Effective Date") BETWEEN 1. EDDIE BAUER, INC., a Delaware corporation, with its principal place of business...Payment Services Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
EXHIBIT 10.14(a) LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease"), is made and entered into as of August __, 2004 by and between Microsoft Corporation, a Washington corporation ("Landlord"), and Eddie Bauer, Inc., a Delaware corporation ("Tenant"), 1....Lease Agreement • May 1st, 2006 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Washington
BETWEEN LINCOLN SQUARE OFFICE, LLC, A WASHINGTON LIMITED LIABILITY COMPANY (LANDLORD) AND EDDIE BAUER, INC., A DELAWARE CORPORATION (TENANT) CONTENTSEddie Bauer Holdings, Inc. • December 15th, 2005 • Washington
PURCHASE AND SALE AGREEMENT between SPIEGEL ACCEPTANCE CORPORATION, as Seller and RAC TRUST, as Buyer Dated and Effective as of December 5, 2007Purchase and Sale Agreement • March 13th, 2008 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 5th day of December, 2007 (the “Closing Date”) between SPIEGEL ACCEPTANCE CORPORATION, a Delaware corporation with an office and principal place of business c/o Eddie Bauer Holdings, Inc. at 10401 NE 8th Street, Suite 500, Bellevue, Washington 98004 (“Seller”), and RAC TRUST (“Buyer”), a Delaware statutory trust, with an office and principal place of business in care of Deutsche Bank Trust Company Delaware, a Delaware banking corporation in its capacity as Owner Trustee of Buyer at Deutsche Bank Trust Company Delaware, 1011 Centre Road, Suite 200, Wilmington, DE 19805-1266.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2009 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 2, 2009, is among EDDIE BAUER HOLDINGS, INC., a Delaware corporation (the “Company”), and the holders of warrants to purchase shares of the Company’s Common Stock (as defined below) listed on Schedule A to the Warrant Agreement (as defined below) (along with their permitted transferees, the “Holders”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 15th, 2007 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • Washington
This Separation Agreement and General Agreement (“Agreement”), dated as of February 9, 2007, is entered into by and among Eddie Bauer Holdings, Inc. (“Holdings”), a Delaware corporation, and its operating subsidiary Eddie Bauer, Inc. (“Eddie Bauer”), a Delaware corporation (collectively, the “Company”), on the one hand, and Fabian Månsson (“Månsson” or the “Executive”), on the other (each a “Party” and, collectively, the “Parties”).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 13th, 2008 • Eddie Bauer Holdings, Inc. • Retail-apparel & accessory stores • New York
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of January 9, 2008 by and between SPIEGEL ACCEPTANCE CORPORATION, a Delaware corporation with an office and principal place of business c/o Eddie Bauer Holdings, Inc. at 10401 NE 8th Street, Suite 500, Bellevue, Washington 98004 (“Seller”), and eCAST SETTLEMENT CORPORATION, a Delaware corporation with an office and principal place of business at 383 Madison Avenue, New York, New York 10179 (“Buyer”).
