AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 5, 2013 among rue21, inc., as the Lead Borrower For The Borrowers Party Hereto The BORROWERS Party Hereto The GUARANTORS Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, Collateral...Credit Agreement • April 11th, 2013 • Rue21, Inc. • Retail-apparel & accessory stores • New York
rue21, inc., a Delaware corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers now or hereafter party hereto;
rue21, inc. (a Delaware corporation) 6,053,877 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • February 26th, 2010 • Rue21, Inc. • Retail-apparel & accessory stores • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. J.P. Morgan Securities Inc. as Representatives of the several Underwriters named in Schedule A hereto
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2009, by and between rue21, inc., a Delaware corporation (the “Company”) and [ ] (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER among RUE21, INC., RHODES HOLDCO, INC. and RHODES MERGER SUB, INC. Dated as of May 23, 2013Merger Agreement • May 24th, 2013 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of May 23, 2013, among rue21, inc., a Delaware corporation (the “Company”), Rhodes Holdco, Inc., a Delaware Corporation (“Parent”) and Rhodes Merger Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, with the Company and Merger Sub collectively referred to as the “Constituent Corporations”).
SECURITY AGREEMENTSecurity Agreement • September 10th, 2009 • Rue21, Inc. • New York
SECURITY AGREEMENT (this “Agreement”), dated as of April 10, 2008, by and among (a) rue21, inc., a Pennsylvania corporation (the “Lead Borrower”), (b) r services llc, a Virginia limited liability company (the “Guarantor”) (the Lead Borrower and the Guarantor are hereinafter referred to, individually, as a “Grantor” and, collectively, as the “Grantors”), and (c) Bank of America, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
CREDIT AGREEMENT Dated as of April 10, 2008 among rue21, inc., as the Lead Borrower For The Borrowers Party Hereto The BORROWERS Party Hereto The GUARANTORS Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, Collateral Agent, Swing Line...Credit Agreement • September 10th, 2009 • Rue21, Inc. • New York
rue21, inc., a Pennsylvania corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers now or hereafter party hereto;
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2009, by and between rue21, inc., a Delaware corporation (the “Company”) and [ ] (the “Indemnitee”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • December 1st, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • New York
rue21, inc., a Delaware corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers from time to time party to the Credit Agreement (as defined below);
SUPPORT AGREEMENTSupport Agreement • May 24th, 2013 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
This SUPPORT AGREEMENT dated as of May 23, 2013 (this “Agreement”), is by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), rue21, inc., a Delaware corporation (the “Company”) and, solely for purposes of Sections 1(a) hereof, and, to the extent applicable, Section 9 hereof, Rhodes Holdco, Inc., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
CREDIT AGREEMENT Dated as of April 10, 2008 among rue21, inc., as the Lead Borrower For The Borrowers Party Hereto The BORROWERS Party Hereto The GUARANTORS Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, Collateral Agent, Swing Line...Credit Agreement • October 13th, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • New York
rue21, inc., a Pennsylvania corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers now or hereafter party hereto;
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2009 • Rue21, Inc. • Pennsylvania
This Employment Agreement (the “Agreement”), dated as of January 1, 2008 (the “Effective Date”), is made and entered by and between Robert Fisch (the “Executive”) and rue 21, inc., a Pennsylvania corporation (the “Company”).
SECOND AMENDMENT TO LEASELease • September 3rd, 2010 • Rue21, Inc. • Retail-apparel & accessory stores
THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”), dated and effective as of June 11, 2010, by and between the West Virginia Economic Development Authority, a West Virginia public corporation and government instrumentality, having its principal office at 160 Association Drive, Charleston, West Virginia 25311-1217 (hereinafter referred to as “Landlord”), and rue21, inc., a Delaware corporation, successor-in-interest to Pennsylvania Fashions, Inc., having its principal office at 800 Commonwealth Drive, Suite 100, Warrendale, Pennsylvania 15086 (hereinafter referred to as “Tenant”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 2nd, 2011 • Rue21, Inc. • Retail-apparel & accessory stores • New York
rue21, inc., a Delaware corporation, for itself (as “rue21”) and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers from time to time party to the Credit Agreement (as defined below);
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • December 2nd, 2011 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
GUARANTYGuaranty • September 10th, 2009 • Rue21, Inc. • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of April 10, 2008 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) rue21, inc., a Pennsylvania corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Guarantor and the other Guarantors from time to time party thereto (collectively, with the Guarantor, the “Guarantors”), (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, pursuant to which the Lenders have agreed to make Loans to the Borrowers, and the L/C Issuer has agreed to issue Letters of Credit for the account of the Borrowers, upon t
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2010 • Rue21, Inc. • Retail-apparel & accessory stores • Pennsylvania
This Amended and Restated Employment Agreement (this “Agreement”), dated as of December 17, 2010 (the “Effective Date”), is made and entered by and between Robert Fisch (the “Executive”) and rue 21, inc., a Delaware corporation (the “Company”).
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FIRST AMENDMENT TO LEASELease • October 13th, 2009 • Rue21, Inc. • Retail-apparel & accessory stores
THIS FIRST AMENDMENT TO LEASE (“Amendment”), dated and effective as of April 1, 2002, by and between West Virginia Economic Development Authority, a West Virginia public corporation and government instrumentality, having its principal office at 160 Association Drive, Charleston, West Virginia 25311-1217 (hereinafter referred to as “Landlord”), and Pennsylvania Fashions, Inc., a Pennsylvania corporation, having its principal office at 155 Thornhill Drive, Warrendale, Pennsylvania 15086 (hereinafter referred to as “Tenant”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FIRST AMENDMENT TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 1st, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • New York
This First Amendment to Intellectual Property Security Agreement (this “First Amendment”) is made as of this 24th day of November, 2009 by and among:
rue21, inc. 155 Thornhill Road Warrendale, PA 15086 May __, 2003Advisory Agreement • September 10th, 2009 • Rue21, Inc. • New York
This letter agreement confirms our understanding that rue21, inc., a Pennsylvania corporation (f/k/a Pennsylvania Fashions, Inc.) on behalf of itself and its subsidiaries and affiliates (collectively, the “Company”) has engaged you (the “Advisor”) to provide financial advisory services to the Company upon the request of the Company from time to time. These services are to be provided in connection with ongoing business and financial matters, including operating and cash flow requirements, corporate liquidity and other ordinary and necessary corporate finance concerns (including acquisition, advisory and finance matters).
TERMINATION AGREEMENTTermination Agreement • October 13th, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • New York
Termination Agreement (this “Agreement”), made this ___day of , 2009, by and among the rue21, inc., a Delaware corporation (f/k/a Pennsylvania Fashions, Inc.), on behalf of itself and its subsidiaries and affiliates (the “Company”) and Apax Partners, L.P., a Delaware limited partnership (the “Advisor”).
FIRST AMENDMENT TO LEASELease • September 10th, 2009 • Rue21, Inc.
THIS FIRST AMENDMENT TO LEASE (“Amendment”), dated and effective as of April 1, 2002, by and between West Virginia Economic Development Authority, a West Virginia public corporation and government instrumentality, having its principal office at 160 Association Drive, Charleston. West Virginia 25311-1217 (hereinafter referred to as “Landlord”), and Pennsylvania Fashions, Inc., a Pennsylvania corporation, having its principal office at 155 Thornhill Drive. Warrendale, Pennsylvania 15086 (hereinafter referred to as ‘Tenant”).
INDEX TO LEASE PROVISIONSLease Agreement • September 10th, 2009 • Rue21, Inc.
THIS LEASE (hereinafter sometimes referred to as this “Lease” or this “Agreement”), made this 28th day of June, 1999, by and between West Virginia Economic Development Authority, a West Virginia public corporation and government instrumentality, having its principal office at 1018 Kanawha Boulevard, East Suite 501, Charleston, West Virginia, 25301 (hereinafter referred to as “Landlord”), and Pennsylvania Fashions, Inc., a Pennsylvania corporation, having its principal office at 155 Thornhill Road, Warrendale, PA 15086 (hereinafter referred to as “Tenant”);
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 1st, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of April 10, 2008 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) the Lead Borrower (as successor by merger to rue21, inc., a Pennsylvania corporation) and the other Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the Guarantors from time to time party thereto (individually, a “Guarantor” and, collectively, the “Guarantors”), (iii) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (iv) Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer;
SHAREHOLDERS AGREEMENTShareholders Agreement • September 10th, 2009 • Rue21, Inc. • Pennsylvania
THIS SHAREHOLDERS AGREEMENT (as amended from time to time, the “Agreement”) is made as of May 15, 2003, by and among rue21, inc. (f/k/a Pennsylvania Fashions, Inc.), a Pennsylvania corporation (the “Company”), SKM Equity Fund II, L.P., a Delaware limited partnership (“SKM”), SKM Investment Fund II, a Delaware limited partnership (“SKM Co-Invest” and together with SKM, the “SKM Group”), BNP Paribas of North America, Inc. (“BNP”), UnionBanCal Equities, Inc. (“UBC”) and National City Bank of Pennsylvania (“Nat City”) and any other Person who, from time to time, may become a holder of equity securities of the Company and a party hereto. The SKM Group, BNP, UBC and Nat City are collectively referred to herein as the “Shareholders” and individually as a “Shareholder.” Certain capitalized terms used herein are defined in paragraph 12 hereof.
rue21, inc.Performance Share Unit Award Agreement • March 15th, 2012 • Rue21, Inc. • Retail-apparel & accessory stores
This Performance Share Unit Award Agreement set forth below (this “Agreement”) is dated as of the grant date (the “Grant Date”) set forth on Exhibit A and is between rue21, inc., a Delaware corporation (“rue21” or the “Company”), and the Eligible Employee to whom the Committee has made this performance grant (the “Award Recipient”).
