REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 27, 2014, by and among Body Central Corp., a Delaware corporation, with headquarters located at 6225 Powers Avenue, Jacksonville, Florida 32217 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENT by BODY CENTRAL CORP. AND EACH SUBSIDIARY OF BODY CENTRAL CORP. LISTED AS A GRANTOR ON THE SIGNATURE PAGES HERETO, as Grantors, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and LANE FIVE PARTNERS LP, as Agent Dated as of June...Security Agreement • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
SECURITY AGREEMENT dated as of June 27, 2014 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by BODY CENTRAL CORP., a Delaware corporation (the “Company”) and each Subsidiary of the Company signatory hereto (the “Original Guarantors”) and from time to time party hereto by execution of a joinder agreement (the “Additional Guarantors” and, together with the Original Guarantors, the “Guarantors”; the Company and the Guarantors are each a “Grantor” and, collectively, the “Grantors”), in favor of LANE FIVE PARTNERS LP, in its capacity as collateral agent (in such capacity, the “Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (“Agreement”) is dated as of June 27, 2014, among CRYSTAL FINANCIAL LLC, as administrative agent and collateral agent for the First Lien Lenders (defined below) (in such capacity, the “Senior Agent” or “First Lien Agent”), LANE FIVE PARTNERS LP, as collateral agent for the Second Priority Lenders (defined below) (“Lane Five” or “Second Lien Agent”), and BODY CENTRAL STORES, INC., BODY CENTRAL SERVICES, INC., and BODY CENTRAL DIRECT, INC. (collectively, the “Borrowers”), and BODY CENTRAL CORP., as guarantor (“Company”) and any other Grantor (defined below) listed on the signature pages or otherwise from time to time signatories hereto. Each capitalized term used herein shall have the meanings set forth in Section 1 below or as otherwise set forth herein.
GUARANTYGuaranty • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
WHEREAS, reference is made to (i) that certain Securities Purchase Agreement, dated as of the date hereof (as amended, modified, supplemented or restated hereafter, the “Securities Purchase Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto (individually, a “Buyer” and collectively, the “Buyers”), (ii) the “Notes” (as defined therein) issued pursuant to the Securities Purchase Agreement (as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the “Notes”) and (iii) the Security Agreement, dated as of the date hereof (as amended, modified, supplemented or restated hereafter, the “Security Agreement”), by the Transaction Parties in favor of the Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Security Agreement.
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
THIS WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is dated as of June 27, 2014 by and among (i) Body Central Stores, Inc. (the “Lead Borrower”), (ii) the other Borrowers party hereto (together with the Lead Borrower, the “Borrowers”), (iii) the Guarantors party hereto (the “Guarantors” and together with the Borrowers, the “Loan Parties”), (iv) the lenders party hereto (the “Lenders”), and (v) Crystal Financial LLC, in its capacities as administrative agent and collateral agent (in such capacities, the “Agent”) under the Credit Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2014 • Body Central Corp • Retail-apparel & accessory stores • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 27, 2014, by and among Body Central Corp., a Delaware corporation, with headquarters located at 6225 Powers Avenue, Jacksonville, FL 32217 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
