W I T N E S S E T H:Loan and Security Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
2 - 3 otherwise obligated for all or part of the Senior Debt) to the Senior Creditor Agreements, and their respective successors and assigns, including, without limitation, a receiver, trustee, or debtor-in-possession on behalf of any such person or...Subordination Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
2- 3 IMR Subordinated Note shall not be considered a liability of Hanover."Loan and Security Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
SECOND AMENDMENT TO WARRANT AGREEMENT BETWEEN HANOVER DIRECT, INC. AND INTERCONTINENTAL MINING & RESOURCES LIMITEDWarrant Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
2- 3 (v) notify the Executive, at any time when a prospectus is required to be delivered under the 1933 Act, of an event causing the prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be...Registration Rights Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses
3- 4 Oak Brook, Illinois, but only to the extent such assets and properties are transferred to AGS pursuant to the Austad Reorganization Agreements, and, in the case of Inventory of Austad, limited to only such Inventory that is located on the...Loan and Security Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
2 3 SECTION 4. AMENDMENT TO SECTION 10 OF THE PLACEMENT AGREEMENT. Section 10 of the Placement Agreement is hereby amended by deleting the reference to, and the address of, the "Bank" therein and replacing them with the following: If to the L/C...Placement Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • North Carolina
2- 3 of Credit" shall mean the Irrevocable Standby Letter of Credit No. 516262P, dated November 14, 1995, issued in the initial stated amount of $8,560,000 by CoreStates for the account of HDPI, Brawn and GBM, in favor of NationsBank.Loan and Security Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
1 EXHIBIT 10.6 AMENDMENT NO. 4 TO AMENDED AND RESTATED ACCOUNT PURCHASE AGREEMENT AMENDMENT NO. 4, made and entered into as of June 28, 1996, by and among HANOVER DIRECT, INC., a Delaware corporation and the successor-in- interest to The Hanover...Account Purchase Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses
2 3 SECTION 4. AMENDMENT TO SECTION 11 OF THE REMARKETING AGREEMENT. Section 11 of the Remarketing Agreement is hereby amended by deleting the reference to, and the address of, the "Bank" therein and replacing them with the following: If to the L/C...Remarketing and Interest Services Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • North Carolina
1 EXHIBIT 10.49 SECOND AMENDMENT TO SERIES A NOTE This SECOND AMENDMENT TO SERIES A NOTE dated as of December 18, 1996, is made by HANOVER DIRECT, INC., a Delaware corporation (the "Borrower"), with the consent of Norwest Bank Minnesota, N.A., as...Series a Note Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
W I T N E S S E T H:Loan and Security Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
2 3 (f) The definition of "SERIES A LETTER OF CREDIT" set forth in Section 1.01 of the Series A Note Agreement is amended by (a) deleting the words "State of North Carolina" in the third line thereof and replacing them with "Commonwealth of...First Supplemental Series a Note Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
10,000,000 HANOVER DIRECT, INC. FLEXIBLE TERM NOTES, SERIES A B-2Series a Note Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses
10,000,000 HANOVER DIRECT, INC. FLEXIBLE TERM NOTES, SERIES BNote Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses
2- 3 SECTION 4. DETERMINATION OF INTEREST PERIODS AND INTEREST RATES. The Remarketing Agent shall determine the Interest Period and the Interest Rate with respect to each Note in accordance with Section 2.02(a) of the applicable Note Agreement and...Remarketing and Interest Services Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • North Carolina
1 Exhibit 10.64 FIRST SUPPLEMENTAL SERIES B NOTE AGREEMENT This FIRST SUPPLEMENTAL SERIES B NOTE AGREEMENT dated as of December 29, 1995, between HANOVER DIRECT, INC., a Delaware corporation (the "Borrower"), and NORWEST BANK MINNESOTA, N.A., a...First Supplemental Series B Note Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
1 Exhibit 10.43 PLACEMENT AGREEMENT This PLACEMENT AGREEMENT, dated as of November 9, 1994, by and between HANOVER DIRECT, INC., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and NATIONSBANK OF NORTH...Placement Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • North Carolina
2 3 (e) The definition of "REIMBURSEMENT AGREEMENT" set forth in Section 1.01 of the Series B Note Agreement is hereby deleted in its entirety and replaced with the following:Second Supplemental Series B Note Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
2 3 Parties and certain other subsidiaries of the Borrower, and the Lender, acknowledged and agreed to by the Borrower and certain other subsidiaries of the Borrower, pursuant to which, among other things, the Lender has executed the Application...Series B Note Agreement • April 14th, 1997 • Hanover Direct Inc • Retail-catalog & mail-order houses • New York
