BODY CENTRAL ACQUISITION CORP. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 7th, 2010 • Body Central Acquisition Corp • Delaware
This INCENTIVE STOCK OPTION AGREEMENT, dated as of August 15, 2007, (this “Agreement”), is between BODY CENTRAL ACQUISITION CORP., a Delaware corporation (the “Company”), and Richard L. Walters (the “Optionee”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Company’s 2006 Equity Incentive Plan, a copy of which is attached hereto as Exhibit A (as amended from time to time, the “Plan”).
SECURITY AGREEMENTSecurity Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
This SECURITY AGREEMENT (this “Agreement”) dated as of October 1, 2006, made by each of the Borrowers and each of the Guarantors referred to below (each such Person is sometimes referred to herein as a “Grantor” and, collectively, the “Grantors”) and each person who becomes a Grantor hereto pursuant to a joinder substantially in the form attached hereto as Exhibit B, in favor of Dymas Funding Company, LLC, in its capacity as the Administrative Agent on behalf of the Lenders party to the Financing Agreement referred to below.
LEASE AGREEMENTLease Agreement • July 7th, 2010 • Body Central Acquisition Corp
THIS LEASE, is entered into effective on the 1st day of October, 2006, between Powers Avenue Joint Venture, a Florida partnership, hereinafter referred to as “Landlord” and Body Shop of America, Inc., a Florida corporation, hereinafter referred to as “Tenant”.
WAIVER AND FOURTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS WAIVER AND FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is entered into as of June 6, 2008, by and among BODY ‘SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the financial institutions from time to time party thereto as Lenders.
FIFTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS FIFTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is entered into as of February 25, 2010, by and among BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the financial institutions from time to time party thereto as Lenders.
GUARANTYGuaranty • July 7th, 2010 • Body Central Acquisition Corp • New York
This GUARANTY (this “Guaranty”), dated as of January 25, 2008, made severally and not jointly by each of the Guarantors in favor of Administrative Agent for the benefit of Administrative Agent and Lenders.
MASTER REAFFIRMATION AND JOINDER TO LOAN DOCUMENTSMaster Reaffirmation and Joinder to Loan Documents • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS MASTER REAFFIRMATION AND JOINDER TO LOAN DOCUMENTS (this “Agreement”) is made as of October 1, 2006, by and among BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES INC., a Florida corporation (“CV”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi”), and DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders (as defined in the Financing Agreement referred to below). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Financing Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2010 • Body Central Acquisition Corp • Massachusetts
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2006, is among (i) BODY CENTRAL ACQUISITION CORP., a Delaware corporation (the “Company”), (ii) each of the Stockholders listed on Schedule 1 hereto (the “Initial Stockholders”), and (iii) each person who shall, subsequent to the date hereof, join in and become a party to this Agreement pursuant to, and in accordance with, Section 2(l) or Section 13 hereof (“Additional Stockholders” and together with the Initial Stockholders, the “Stockholders”).
AMENDED AND SUBSTITUTE REVOLVING NOTERevolving Note • July 7th, 2010 • Body Central Acquisition Corp
FOR VALUE RECEIVED, each of the undersigned, BODY SHOP OF AMERICA, INC., a Florida corporation (“BSOA”), and CATALOGUE VENTURES, INC., a Florida corporation (“CV”; CV and BSOA are hereinafter sometimes referred to individually as a “Borrower” and collectively as “Borrowers”), hereby jointly and severally and unconditionally promises to pay to the order of CHURCHILL FINANCIAL CAYMAN LTD. (“Lender”), at the Administrative Agent’s (as hereinafter defined) office at One North Franklin Street, Suite 3500, Chicago, IL 60606, or at such other place as the Administrative Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of TWO MILLION SEVEN HUNDRED SIX THOUSAND SEVEN HUNDRED SIXTY-SIX AND 92/100 DOLLARS ($2,706,766.92), or, if less, the aggregate unpaid principal amount of all Revolving Loans made pursuant to Article 2 of the Financing Agreement (as hereinafter defined), at such times as are s
STOCKHOLDER AGREEMENTStockholder Agreement • July 7th, 2010 • Body Central Acquisition Corp • Delaware
This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of October 1, 2006, is among (i) BODY CENTRAL ACQUISITION CORP., a Delaware corporation (the “Company”), (ii) the initial stockholders listed on Schedule 1 hereto (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”), and (iii) any Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”), in the form of Exhibit A hereto (collectively, the “Subsequent Stockholders”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
PLEDGE AND SECURITY AGREEMENT dated as of October 1, 2006, made by each of the undersigned (each a “Pledgor” and, collectively, the “Pledgors”), in favor of Dymas Funding Company, LLC, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) on behalf of the Lenders referred to below.
ASSIGNMENT FOR SECURITY (COPYRIGHTS)Assignment for Security (Copyrights) • July 7th, 2010 • Body Central Acquisition Corp
WHEREAS, BODY SHOP OF AMERICA, INC., a Florida corporation (the “Assignor”), holds all right, title and interest in the copyrights listed on the annexed Schedule 1A, which copyrights are registered in the United States Copyright Office (the “Copyrights”);
WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is entered into as of January 25, 2008, by and among BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the financial institutions from time to time party thereto as Lenders.
WAIVER AND FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS WAIVER AND FIRST AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is entered into as of March 16, 2007, by and among BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rini,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the financial institutions from time to time party thereto as Lenders.
FINANCING AGREEMENT Dated as of October 1, 2006 by and among BODY CENTRAL ACQUISITION CORP., as Initial Borrower and as Administrative Borrower, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, DYMAS FUNDING COMPANY, LLC, as Administrative...Financing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
Financing Agreement, dated as of October 1, 2006, by and among BODY CENTRAL ACQUISITION CORP., a Delaware corporation (the “Parent”), as the initial “Borrower” hereunder; each Person that becomes a guarantor hereunder by execution of a joinder agreement substantially in the form of Exhibit E hereto (each such Person and, upon consummation of the Body Shop Acquisition and effectiveness of the Closing Date Joinder Agreement, the Parent, hereinafter is sometimes referred to individually as a “Guarantor” and collectively as the “Guarantors”, in each case further defined herein below); the financial institutions from time to time party hereto as lenders hereunder (each a “Lender” and collectively, the “Lenders”); DYMAS FUNDING COMPANY, LLC, a Delaware limited liability company (“Dymas”), as administrative agent for the Lenders (Dymas, in such capacity, together with its successors and assigns in such capacity in accordance with Section 9.07, the “Administrative Agent”); CHURCHILL FINANCIAL
ASSIGNMENT FOR SECURITY (TRADEMARKS)Assignment for Security (Trademarks) • July 7th, 2010 • Body Central Acquisition Corp
WHEREAS, BODY SHOP OF AMERICA, INC., a Florida corporation (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”);
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 7th, 2010 • Body Central Acquisition Corp • New York
THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is entered into as of August , 2007, by and among BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the financial institutions from time to time party thereto as Lenders.
