Underwriting AgreementUnderwriting Agreement • November 14th, 2006 • Cache Inc • Retail-women's clothing stores • New York
Subject to the terms and conditions stated herein, (i) Cache, Inc., a Florida corporation (“Company”), proposes to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 200,000 shares of common stock, par value $0.01 per share (“Common Stock”) of the Company, and (ii) certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 1,675,000 shares of Common Stock, with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in the column “Total Number of Firm Shares to be Sold” in Schedule II hereto (the shares referred to in clauses (i) and (ii) collectively, “Firm Shares”). At the election of the Underwriters, the Company proposes to issue and sell, and certain Selling Stockholders propose to sell, subject to the terms and conditions stated herein, to the Underwriters up to 281,250 additional shares of
EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into as of the 3rd day of July, 2007 between Cache, Inc., a Florida corporation, having its principal place of business at 1460 Broadway, New York, New York 10036 ("CACHE" or the...Employment Agreement • August 9th, 2007 • Cache Inc • Retail-women's clothing stores • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2013 • Cache Inc • Retail-women's clothing stores • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
CREDIT AGREEMENT Dated as of July 25, 2013 among Cache, Inc., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION as Agent and L/C Issuer and The Lenders Party HeretoCredit Agreement • July 30th, 2013 • Cache Inc • Retail-women's clothing stores • New York
The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.
CREDIT AGREEMENT Dated as of September 19, 2014 among CACHE, INC., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein SALUS CAPITAL PARTNERS, LLC as Administrative Agent and Collateral Agent, and The Lenders Party HeretoCredit Agreement • September 25th, 2014 • Cache Inc • Retail-women's clothing stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 19, 2014, among CACHE, INC., a Delaware corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (collectively with the Lead Borrower, the “Borrowers”), the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”), each Lender from time to time party hereto, and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent.
CACHE, INC. 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2014 • Cache Inc • Retail-women's clothing stores • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2006 • Cache Inc • Retail-women's clothing stores • New York
This Employment Agreement (“Agreement”) is made and entered into as of 8th day of February, 2006 between Cache, Inc., a Florida corporation, having its principal place of business at 1460 Broadway, New York, New York 10036 (“Cache” or the “Company”) and Brian P. Woolf, an individual residing at 222 Weston Road, Weston, Connecticut 06883 (“Woolf” or “Executive”).
AGREEMENT AND PLAN OF MERGER BETWEEN CACHE, INC., A FLORIDA CORPORATION AND CACHE, INC., A DELAWARE CORPORATIONMerger Agreement • August 15th, 2013 • Cache Inc • Retail-women's clothing stores • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 14th, 2013 is made by and between Cache, Inc., a Florida corporation (the “Company”), and Cache, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Newco”).
2,000,000 Shares CACHE, INC. COMMON STOCK, $.01 Par Value UNDERWRITING AGREEMENT Dated January , 2004Underwriting Agreement • December 22nd, 2003 • Cache Inc • Retail-women's clothing stores • New York
Thomas Weisel Partners LLC US Bancorp Piper Jaffray Inc. Brean Murray & Co., Inc. First Albany Capital Inc. As Representatives of the several Underwriters c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, California 94104
September 23, 2009 Adrienne Kantor New York, NY 10013 Dear Ms. Kantor:Employment Agreement • November 5th, 2009 • Cache Inc • Retail-women's clothing stores • New York
This letter agreement (the “Agreement”) confirms the termination of your employment with Cache, Inc. (the “Company”) and of the Employment Agreement dated July 3, 2007 (the “Employment Agreement”) with the Company, effective at the close of business on September 23, 2009 (the “Termination Date”). The termination of your employment is by mutual written agreement as provided by Section 4.1 of the Employment Agreement, subject to the terms and conditions set forth hereinafter. This letter also amends certain related provisions of the Asset Purchase Agreement by and among Cache, Inc., Adrienne Victoria, Inc. and Adrienne Victoria Designs, Inc., dated as of July 3, 2007 (the “Asset Purchase Agreement”).
THIRD MASTER AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 24th, 2006 • Cache Inc • Retail-women's clothing stores • New Jersey
THIS THIRD MASTER AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into on May 20, 2004 by and between CACHÈ, INC., a Florida corporation, (“Borrower”) and FLEET NATIONAL BANK, a national banking association (“Bank”).
MASTER AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 24th, 2006 • Cache Inc • Retail-women's clothing stores • New Jersey
WHEREAS, the Borrower and the Bank are parties to a Second Amended and Restated Revolving Credit Agreement dated as of August 26, 1996 (the “Agreement”);
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2009 • Cache Inc • Retail-women's clothing stores • New York
This Employment Agreement (“Agreement”) is made and entered into as of the 24th day of February, 2009 between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Thomas E. Reinckens (“Reinckens” or “Executive”).
VOTING AGREEMENTVoting Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • Florida
This VOTING AGREEMENT (this “Agreement”), dated as of February 5, 2013, is by and among Cache, Inc., a Florida corporation (the “Corporation”), MFP Partners, L.P., a Delaware limited partnership (“MFP”) and Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”). Each of MFP and Mill Road are referred to individually as a “Stockholder” and collectively as the “Stockholders.”
SECURITY AGREEMENTSecurity Agreement • May 24th, 2006 • Cache Inc • Retail-women's clothing stores • New Jersey
SECURITY AGREEMENT, dated as of August 26, 1996, between CACHE INC., a Florida corporation (the “Debtor”), and Fleet Bank, N.A. (the “Secured Party”).
September 23, 2009 Robert Kantor New York, NY 10013 Dear Mr. Kantor:Termination Agreement • November 5th, 2009 • Cache Inc • Retail-women's clothing stores • New York
This letter agreement (the “Agreement”) confirms the termination of your employment with Cache, Inc. (the “Company”) and of the Employment Agreement dated July 3, 2007 (the “Employment Agreement”) with the Company, effective at the close of business on September 23, 2009 (the “Termination Date”). The termination of your employment is by mutual written agreement as provided by Section 4.1 of the Employment Agreement, subject to the terms and conditions set forth hereinafter.
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 24th, 2006 • Cache Inc • Retail-women's clothing stores • New Jersey
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of August 26, 1996, by and between CACHE INC., a corporation organized under the laws of the State of Florida with its principal place of business at 1460 Broadway, New York, New York 10036 (the “Borrower”) and FLEET BANK, N.A. (successor in interest to National Westminster Bank NJ), a national banking association with its principal place of business at Exchange Place Centre, 10 Exchange Place, Jersey City, New Jersey 07302 (the “Bank”).
FOURTH MASTER AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 21st, 2006 • Cache Inc • Retail-women's clothing stores • New Jersey
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of November 30, 2005 by and between CACHÈ, INC., a Florida corporation, (“Borrower”) and BANK OF AMERICA, N.A. (as successor to Fleet National Bank) (the “Bank”).
FORM OF RESTATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 25th, 2014 • Cache Inc • Retail-women's clothing stores • New York
THIS RESTATED RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made effective as of the [ ] day of [ ], 20[ ], between Cache, Inc. (hereinafter called the “Company”), and [ ] (hereinafter called the “Participant”). The Company and the Participant agree that this Agreement shall restate and supersede the Restricted Stock Award Agreement dated [ ] day of [ ] (the “Date of Grant”) in its entirety and that such agreement is void and of no force or effect.
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2010 • Cache Inc • Retail-women's clothing stores • New York
This Employment Agreement (“Agreement”) is made and entered into as of the 21st day of October, 2009 between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Rabia Farhang (“Farhang” or “Executive”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 12th, 2014 • Cache Inc • Retail-women's clothing stores • New York
This Change in Control Agreement (“Agreement”) between Cache, Inc., a Delaware corporation, and Anthony DiPippa (“Executive”), is made as of the 7th day of November, 2014 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • New York
This Employment Agreement (“Agreement”) is made and entered into as of the 5th day of February, 2013 (the “Effective Date”) between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Jay Margolis (“Margolis” or “Executive”).
CACHE, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • New York
THIS AGREEMENT (the “Agreement”) is made effective as of February 5, 2013, (the “Grant Date”), between Cache, Inc. a Florida corporation (the “Company”), and Jay Margolis (the “Executive”):
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores
This Separation and General Release Agreement (the “Agreement”) is made by and between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Thomas E. Reinckens (“Reinckens” or the “Executive”) (collectively, “the parties”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • March 13th, 2008 • Cache Inc • Retail-women's clothing stores
This Separation Agreement and General Release (the "Agreement") is made by and between Brian P. Woolf (the "Executive") and Caché, Inc. ("Caché") (together, "the parties").
INVESTMENT AGREEMENTInvestment Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of February 5, 2013, is made by and among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis” together with MFP and Mill Road, each an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2012 • Cache Inc • Retail-women's clothing stores • New York
This Employment Agreement ("Agreement") is made and entered into as of the 24th day of February, 2012 between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 ("Cache" or the "Company"), and Thomas E. Reinckens ("Reinckens" or "Executive").
JOINDER AND ASSUMPTION AGREEMENTJoinder and Assumption Agreement • August 15th, 2013 • Cache Inc • Retail-women's clothing stores
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with offices at One Boston Place, 19th Floor, Boston, Massachusetts 02108, as administrative agent and collateral agent (in such capacities, the “Agent”) for the lenders party to the Credit Agreement described below;
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 12th, 2013 • Cache Inc • Retail-women's clothing stores • New York
THIS AGREEMENT (the “Agreement”), is made, effective as of the day of , 2011 (the “Date of Grant”), between Cache, Inc. (hereinafter called the “Company”), and (hereinafter called the “Participant”).
Cache, Inc. 1440 Broadway New York, New York 10018 February 5, 2013Voting and Standstill Letter Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • New York
Reference is made to that certain Investment Agreement, dated as of the date hereof (the “Investment Agreement”), among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis”, and, together with MFP and Mill Road, each an “Investor” and collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2003 • Cache Inc • Retail-women's clothing stores • New York
This Employment Agreement ("Agreement") is made and entered into as of the day of September, 2003 between Cache, Inc., a Florida corporation, having its principal place of business at 1460 Broadway, New York, New York 10036 ("Cache" or the "Company") and Brian P. Woolf, an individual residing at 222 Weston Road, Weston, Connecticut 06883 ("Woolf" or "Executive").
AMENDMENT NO. 1 to INVESTMENT AGREEMENTInvestment Agreement • March 12th, 2013 • Cache Inc • Retail-women's clothing stores
This AMENDMENT NO. 1 TO INVESTMENT AGREEMENT (this “Amendment”), dated as of March 12, 2013, is made by and among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis” and, together with MFP and Mill Road, each an “Investor” and, collectively, the “Investors”) to the Investment Agreement, dated as of February 5, 2013 (the “Agreement”), made by and among Cache and each of the Investors. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Agreement.
Cache, Inc. 1440 Broadway New York, New York 10018 February 5, 2013Voting, Standstill and Indemnification Letter Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • New York
Reference is made to that certain Investment Agreement, dated as of the date hereof (the “Investment Agreement”), among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis”, and, together with MFP and Mill Road, each an “Investor” and collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement.
FORM OF LETTER CACHE, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Shareholders of Cache, Inc.Subscription Rights Agreement • April 2nd, 2013 • Cache Inc • Retail-women's clothing stores
This letter is being distributed by Cache, Inc. ("Cache") to all holders of record of shares of its common stock, par value $0.01 per share (the "Common Stock"), at 5:00 p.m., New York City time, on April 4, 2013 (the "Record Date"), in connection with a distribution in a rights offering (the "Rights Offering") of transferable subscription rights (the "Rights") to subscribe for and purchase shares of Common Stock. The Rights and Common Stock are described in the accompanying offering prospectus covering the Rights and the shares of Common Stock issuable upon their exercise dated April [ • ], 2013 (the "Prospectus").
