SECURITY AGREEMENTSecurity Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
SECURITY AGREEMENT, dated January 28, 2008, made by Frederick’s of Hollywood Group Inc., a New York corporation (“Grantor”), in favor of Wells Fargo Retail Finance II, LLC, a Delaware limited liability company, as arranger and agent for the Lenders (as defined below) party to the Financing Agreement referred to below (in such capacity, the “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of January 28, 2008, by and among Movie Star, Inc., a New York corporation (the “Company”), Fursa Alternative Strategies LLC (formerly known as Mellon HBV Alternative Strategies LLC), a Delaware limited liability company, acting on behalf of itself and the Fursa Managed Accounts (as defined below) (“Fursa,” and together with the Fursa Managed Accounts and their Permitted Assignees (as defined below), the “Fursa Group”), TTG Apparel, LLC, a Delaware limited liability company (“Apparel”), and Tokarz Investments, LLC, a Delaware limited liability company (“Investments,” and together with Apparel, “TTG,” and together with their Permitted Assignees, the “TTG Group”) (the Fursa Managed Accounts and TTG are also sometimes hereafter referred to herein as an “Investor,” or collectively, as the “Investors” and the Fursa Group and the TTG Group are also sometimes hereafter referred to individually, as a “Group”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
AGREEMENT made as of January 28, 2008, by and between Frederick’s of Hollywood Group Inc. (formerly Movie Star, Inc.), a New York corporation (the “Company”), and Saul Pomerantz (the “Employee”).
THE INDEBTEDNESS EVIDENCED OR SECURED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS (AS DEFINED IN THE AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND...Financing Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
AMENDMENT NO. 3 (this “Amendment”), dated as of January 28, 2008 to the Tranche A/B and Tranche C Term Loan Agreement, dated as of June 30, 2005, as amended by Amendment No. 1, dated July 20, 2005 and Amendment No. 2, dated November 23, 2005 (as so amended and restated from time to time, the “Term Loan Agreement”), by and among Frederick’s of Hollywood Group Inc., a New York corporation (“Group”), Frederick’s of Hollywood, Inc., a Delaware corporation (“Borrower”), FOH Holdings, Inc., a Delaware corporation (“Holdings”), Frederick’s of Hollywood Stores, Inc., a Nevada corporation (“Stores”), Fredericks.com, Inc., a Nevada corporation (“Internet”), Hollywood Mail Order, LLC, a Nevada limited liability company (“Mail Order”, and, collectively with the Borrower, Holdings, Stores and Internet, the “Existing Credit Parties”), the lending institutions listed in Annex I as Tranche A/B lenders (each a “Tranche A/B Lender” and collectively, the “Tranche A/B Lenders”), the lending institutions l
JOINDERJoinder • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments
This Joinder (this “Joinder”) dated as of January 28, 2008, is entered into by FREDERICK’S OF HOLLYWOOD GROUP INC., a New York corporation (“Group”), and FURSA ALTERNATIVE STRATEGIES LLC, a Delaware limited liability company, as agent and collateral agent for the Lenders (together with its successors, “Agent”) with respect to the following documents: (1) General Security Agreement dated as of January 7, 2003, among FOH Holdings, Inc., Frederick’s of Hollywood, Inc., the subsidiaries of Frederick’s of Hollywood, Inc. listed therein and Credit Agricole Indosuez, as Agent, as amended; (2) Security Pledge Agreement dated as of January 7, 2003, among FOH Holdings, Inc., Frederick’s of Hollywood, Inc., the subsidiaries of Frederick’s of Hollywood, Inc. listed therein and Credit Agricole Indosuez, as Agent, as amended ; and (3) Intellectual Property Security Agreement dated as of January 7, 2003, among FOH Holdings, Inc., Frederick’s of Hollywood, Inc., the subsidiaries of Frederick’s of Holl
RATIFICATION AND REAFFIRMATION AGREEMENTRatification and Reaffirmation Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
This RATIFICATION AND REAFFIRMATION AGREEMENT, dated as of January 28, 2008 (this “Agreement”), is made by FOH Holdings, Inc., a Delaware corporation (the “Parent”), Frederick’s of Hollywood, Inc., a Delaware corporation (“Frederick’s”), Frederick’s of Hollywood Stores, Inc., a Nevada corporation (“Stores”), Fredericks.com, Inc., a Nevada corporation (“Fredericks.com”), and Hollywood Mail Order, LLC, a Nevada limited liability company (“Mail Order”, and collectively with the Parent, Frederick’s, Stores and Fredericks.com, each individually an “Existing Obligor”, and collectively the “Existing Obligors”), for the benefit of Wells Fargo Retail Finance II, LLC, a Delaware limited liability company, as the arranger and agent for the Lenders referred to below (in such capacity, together with any successor in such capacity, the “Agent”) and such Lenders. Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Restated Financing Agreem
FOH Holdings, Inc. Equity Incentive AgreementEquity Incentive Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • Delaware
This Equity Incentive Agreement (the “Agreement”) is made and entered into as of December 14, 2007 (the “Date of Grant”), by and between FOH Holdings, Inc., a Delaware corporation (the “Company”), and Linda LoRe (“Grantee”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the 2003 Employee Equity Incentive Plan, as amended and restated effective December 1, 2006 (the “Plan”) and the Agreement and Plan of Merger and Reorganization dated December 18, 2006 (“Merger Agreement”), entered into by Company and Movie Star, Inc., a New York corporation (“MSI”).1
AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT dated January 28, 2008, is entered into among Frederick’s of Hollywood Group Inc., a New York corporation (“Group”), FOH Holdings, Inc., a Delaware corporation (the “Parent”), Frederick’s of Hollywood, Inc., a Delaware corporation (“Frederick’s”), Frederick’s of Hollywood Stores, Inc., a Nevada corporation (“Stores”), Hollywood Mail Order, LLC, a Nevada limited liability company, (“Mail Order”; together with Group, the Parent, Frederick’s and Stores, each a “Borrower” and collectively, the “Borrowers”) and each Subsidiary of Group listed on the signature pages to the Guaranty referred to below (each a “Guarantor” and collectively, the “Guarantors”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
PLEDGE AND SECURITY AGREEMENT, dated as of January 28, 2008, by Frederick’s of Hollywood Group Inc., a New York corporation (“Pledgor”), for the benefit of Wells Fargo Retail Finance II, LLC, a Delaware limited liability company, as arranger and agent for the Lenders (as defined below) party to the Restated Financing Agreement referred to below (in such capacity, the “Agent”).
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of January 28, 2008, among Frederick’s of Hollywood Group Inc., a New York corporation (“Group”), the subsidiaries of Group listed on Schedule I hereto (together with Group, each, an “Obligor” and collectively, the “Obligors”), the lenders party to the Subordinated Loan Agreement (as hereinafter defined), Fursa Alternative Strategies LLC (formerly known as Mellon HVB Alternative Strategies LLC), as agent and collateral agent for such lenders party to the Subordinated Loan Agreement (the “Subordinated Agent”; together with the lenders party to the Subordinated Loan Agreement, each a “Subordinated Creditor” and collectively, the “Subordinated Creditors”), and Wells Fargo Retail Finance II, LLC, a Delaware limited liability company (formerly known as Wells Fargo Retail Finance, LLC), as arranger and agent for the Lenders referred to below (in such capacity, the “Agent”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments
THIS DEBT CONVERSION AGREEMENT (the “Agreement”), dated as of January 28, 2008, by and among FOH HOLDINGS, INC., a Delaware corporation (“FOH”), MOVIE STAR, INC., a New York corporation (“MSI”), and those parties set forth on Exhibit A (the “Holders”).
ASSIGNMENT FOR SECURITY (TRADEMARKS)Assignment for Security • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments
WHEREAS, Frederick’s of Hollywood Group Inc. (the “Assignor”) has adopted, used and is using, and holds all right, title and interest in and to, the trademarks and service marks listed on the annexed Schedule 1A, which trademarks and service marks are registered or applied for in the United States Patent and Trademark Office (the “Trademarks”);
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 29, 2008, by and between FOH Holdings, Inc., a Delaware corporation (“Company”), Frederick’s of Hollywood Group Inc. (f/k/a Movie Star, Inc.), a New York corporation (“Parent”) and Linda LoRe (“Executive”).
AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
WHEREAS, Fredericks of Hollywood Group Inc., a New York corporation (“Group”), FOH Holdings, Inc., a Delaware corporation (the “Parent”), Frederick’s of Hollywood, Inc., a Delaware corporation (“Frederick’s”), Frederick’s of Hollywood Stores, Inc., a Nevada corporation (“Stores”), Hollywood Mail Order LLC, a Nevada limited liability company (“Mail Order”; together with the Group, Parent, Frederick’s and Stores, each, a “Borrower” and collectively, the “Borrowers”), the financial institutions from time to time party thereto (each individually a “Lender” and collectively, the “Lenders”), and the Agent are parties to an Amended and Restated Financing Agreement, dated as of January [__], 2008 (such Agreement, as amended, restated or otherwise modified from time to time, being hereinafter referred to as the “Financing Agreement”);
ESCROW AGREEMENTEscrow Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
THIS ESCROW A GREEMENT (“Agreement”) is made and entered into as of January 28, 2008, by and between: MOVIE STAR INC., a New York corporation (“Parent”); and PATRICK BRENNAN and MICHAEL TOKARZ, as joint representatives (the “Company Stockholder Representatives”), of the Persons identified from time to time on Schedule 1 hereto; and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
AGREEMENT made as of January 28, 2008, by and between Frederick’s of Hollywood Group Inc. (formerly Movie Star, Inc.), a New York corporation (the “Company”), and Performance Enhancement Partners, LLC (the “Consultant”).
AMENDED AND RESTATED REVOLVING CREDIT NOTEMovie Star Inc /Ny/ • February 1st, 2008 • Women's, misses', children's & infants' undergarments
This Revolving Credit Note evidences Revolving Loans under, is subject to the terms and conditions of, and has been issued by the Borrowers in accordance with the terms of, that certain Amended and Restated Financing Agreement dated as of January 28, 2008 (as the same may be amended, restated or otherwise modified from time to time, the “Financing Agreement”), by and among the Borrowers, the financial institutions from time to time party thereto as Lenders, and Wells Fargo Retail Finance II, LLC, as Agent, and is one of the Revolving Credit Notes referred to therein and is secured by the Collateral Documents. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Financing Agreement.
SHAREHOLDERS AGREEMENTShareholders Agreement • February 1st, 2008 • Movie Star Inc /Ny/ • Women's, misses', children's & infants' undergarments • New York
This Shareholders Agreement (this “Agreement”), dated as of January 28, 2008, by and among Fursa Alternative Strategies LLC (formerly known as Mellon HBV Alternative Strategies LLC), a Delaware limited liability company (“Fursa”) acting on behalf of itself and Fursa’s affiliated and/or managed funds and accounts listed in paragraph (a) of Schedule 1 hereto (the “Fursa Group”) and the persons and entities listed in paragraph (b) of Schedule 1 (“TTG,” and collectively with the Fursa Group, the “Shareholders,” and individually, a “Shareholder”) and Movie Star, Inc. (“Parent,” and together with the Shareholders, the “Parties” and individually, a “Party”).
