AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 11, 2011 among THE GYMBOREE CORPORATION, GIRAFFE INTERMEDIATE B, INC., THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS...Credit Agreement • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 11, 2011, among THE GYMBOREE CORPORATION, a Delaware corporation (the “Borrower” or the “Company”), GIRAFFE INTERMEDIATE B, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto from time to time, the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article 1), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
CREDIT AGREEMENT dated as of November 23, 2010 among GIRAFFE ACQUISITION CORPORATION, which on the Closing Date shall be merged with and into THE GYMBOREE CORPORATION (with The Gymboree Corporation surviving such merger as the Lead Borrower), THE...Credit Agreement • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
This CREDIT AGREEMENT dated as of November 23, 2010, is among GIRAFFE ACQUISITION CORPORATION, a Delaware corporation (which on the Closing Date shall be merged with and into THE GYMBOREE CORPORATION, a Delaware corporation (the “Company”), with the Company surviving such merger as the lead borrower (the “Lead Borrower”)), the other Borrowers party hereto from time to time, GIRAFFE INTERMEDIATE B, INC., a Delaware corporation (“Holdings”), and the other Facility Guarantors party hereto from time to time, the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
OPERATING AGREEMENT OF GYM-CARD, LLCOperating Agreement • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • Virginia
This OPERATING AGREEMENT OF Gym-Card, LLC, dated as of the 8th day of December 2008, by the Person named on Schedule A hereto as the sole Member of Gym-Card, LLC, a Virginia limited liability company (the “Company”).
FORM OF REGISTRATION AND PARTICIPATION RIGHTS AGREEMENT by and among Giraffe Holding, Inc., Giraffe Intermediate A, Inc., Giraffe Intermediate B, Inc., The Gymboree Corporation and Certain Stockholders of Giraffe Holding, Inc. Dated as of November 23,...Registration and Participation Rights Agreement • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
MANAGEMENT AGREEMENTManagement Agreement • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of October 23, 2010, by and among (i) Giraffe Holding, Inc., a Delaware corporation (“Parent”), (ii) Giraffe Acquisition Corporation, a Delaware corporation, (“Acquisition Sub”) and (iii) Bain Capital Partners, LLC (“Bain” or the “Manager”). As used herein, “Company” means, prior to the Merger, Acquisition Sub and its subsidiaries (if any) and, after the Merger, Gymboree and its subsidiaries.
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENTJoinder Agreement • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
Reference is hereby made to the Registration Rights Agreement, dated November 23, 2010 (the “Registration Rights Agreement”), by and among Giraffe Acquisition Corporation (“MergerCo”), the Initial Purchasers named therein and the other parties thereto. Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of as of November 23, 2010, among The Gymboree Corporation, a Delaware corporation (the “Company”), each of the Guarantors listed on the signature pages hereto, (each a “Supplemental Guarantor” and, collectively, the “Supplemental Guarantors”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture referred to below.
REGISTRATION RIGHTS AGREEMENT Dated: November 23, 2010 Among GIRAFFE ACQUISITION CORPORATION to be merged with and into THE GYMBOREE CORPORATION and MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE SECURITIES (USA) LLCRegistration Rights Agreement • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 23 , 2010, by and among Giraffe Acquisition Corporation, a Delaware corporation ( “MergerCo”) and Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC (the “Initial Purchasers”). Upon consummation of the acquisition of The Gymboree Corporation, a Delaware corporation (the “Company”), by MergerCo, the Company and each of the Company’s subsidiaries who will subsequently become guarantors (the “Guarantors”) of the Notes pursuant to the Purchase Agreement (each as defined below) will execute and deliver a Joinder Agreement hereto substantially in the form attached as Exhibit A hereto (the “Joinder Agreement”) and shall thereby join this Agreement.
FORM OF STOCKHOLDERS AGREEMENT by and among Giraffe Holding, Inc., Giraffe Intermediate A, Inc., Giraffe Intermediate B, Inc., The Gymboree Corporation and the Investors, Other Investors and Managers Named Herein Entered into on November 23, 2010Stockholders Agreement • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
REFINANCING AMENDMENT, AGREEMENT AND JOINDERRefinancing Amendment, Agreement and Joinder • May 16th, 2011 • Gym-Card, LLC • Apparel & other finishd prods of fabrics & similar matl • New York
REFINANCING AMENDMENT, AGREEMENT AND JOINDER, dated as of February 11, 2011 (this “Refinancing Amendment and Agreement”), in respect of the Credit Agreement, dated as of November 23, 2010, among Giraffe Acquisition Corporation (which on the Closing Date was merged with and into The Gymboree Corporation, with The Gymboree Corporation surviving such merger), The Gymboree Corporation, Giraffe Intermediate B, Inc., the other Guarantors party thereto, the Lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent (as in effect immediately prior to giving effect to the Amendment and Restatement (as defined below), the “Existing Credit Agreement”).
