VITAMIN SHOPPE INDUSTRIES INC. AND EACH OF THE GUARANTORS PARTY HERETO SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2012Indenture • June 13th, 2006 • Vs Direct Inc. • New York
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
LOAN AND SECURITY AGREEMENT by and among VITAMIN SHOPPE INDUSTRIES INC. VS DIRECT INC. as Borrowers and VS HOLDINGS, INC. as Guarantor THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative...Loan and Security Agreement • June 13th, 2006 • Vs Direct Inc. • New York
This Loan and Security Agreement dated November 15, 2005 (this “Agreement”) is entered into by and among Vitamin Shoppe Industries Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct”, and together with Vitamin Shoppe, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), VS Holdings, Inc., a Delaware corporation (“Parent” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Wachovia Bank, National Association, a national banking association, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined).
REGISTRATION RIGHTS AGREEMENT Dated as of November 15, 2005 by and among VITAMIN SHOPPE INDUSTRIES INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BEAR, STEARNS & CO. INC. BNP PARIBAS SECURITIES CORP. BANC OF AMERICA SECURITIES LLC JEFFERIES &...Registration Rights Agreement • June 13th, 2006 • Vs Direct Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated November 7, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 10 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of November 15, 2005 (the “Indenture”), among the Company, the Guarantors and Wilmington Trust Company, as trustee, relating to the Initial Notes and the Exchange Notes (as defined below).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 13th, 2006 • Vs Direct Inc. • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated November 15, 2005, is entered into by and between VITAMIN SHOPPE INDUSTRIES INC., a New York corporation (“Pledgor”), with offices at 2101 91st Street, North Bergen, New Jersey 07047, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent (in such capacity “Pledgee”) for the Lenders and the other Secured Parties (as hereinafter defined), with an office at 1133 Avenue of the Americas, New York, New York 10036.
GUARANTEEGuarantee • June 13th, 2006 • Vs Direct Inc. • New York
Vitamin Shoppe Industries Inc., a New York corporation (“Borrower”), certain of its affiliates, Wachovia Bank, National Association, a national banking association, in its capacity as agent (in such capacity, “Agent”) for Secured Parties (as hereinafter defined), and the entities from time to time party to the Loan Agreement (as hereinafter defined) as lenders (each a “Lender” and collectively, “Lenders”) have entered into financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to Borrower and such affiliates as set forth in the Loan and Security Agreement, dated of even date herewith, by and among Borrower, VS Direct Inc., a Delaware corporation (“VS Direct”), VS Holdings, Inc., a Delaware corporation (“Parent” and together with VS Direct, each individually a “Guarantor” and collectively, “Guarantors”), Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extended, renew
VOLUNTARY SEPARATION AGREEMENT AND GENERAL RELEASEVoluntary Separation Agreement • June 13th, 2006 • Vs Direct Inc. • New Jersey
THIS AGREEMENT dated February 1, 2005, is between Alan M. Aronovitz a/k/a Azriel Aronovitz (“Employee”), who resides at 605 Woodmere Avenue, Woodmere, New York 11598 and Vitamin Shoppe Industries Inc. (“Company”), to terminate their relationship on an amicable basis. Therefore, they hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2006 • Vs Direct Inc. • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) made as of this th day of , 2006 (the “Effective Date”), by and among _______________ (the “Executive”), Vitamin Shoppe Industries Inc., a New York corporation (“VSI”), VS Parent, Inc. (“Parent”) and VS Holdings, Inc., a Delaware corporation (“Holdings”, and, together with VSI and Parent, the “Company”).
HARTZ MOUNTAIN INDUSTRIES, INC. Landlord, and VITAMIN SHOPPE INDUSTRIES INC. TenantLease Agreement • June 13th, 2006 • Vs Direct Inc. • New Jersey
LEASE, dated May , 2002, between Hartz Mountain Industries, Inc., a New York corporation, having an office at 400 Plaza Drive, P.O. Box 1515, Secaucus, New Jersey 07096-1515 (“Landlord”), and Vitamin Shoppe Industries Inc., a New Jersey corporation, having an office at 4700 Westside Avenue, North Bergen, New Jersey 07047 (“Tenant”).
July 22, 2005 Wayne M. RichmanNon-Competition Agreement • June 13th, 2006 • Vs Direct Inc.
NON-COMPETITION AGREEMENTNon-Competition Agreement • June 13th, 2006 • Vs Direct Inc. • New York
THIS NON-COMPETITION AGREEMENT (this “Agreement”) made as of this 2 day of August, 2004 (the “Effective Date”), by and among Wayne M. Richman (the “Executive”), Vitamin Shoppe Industries Inc., a New York corporation (the “Company”), and VS Holdings, Inc., a Delaware corporation (“Holdings”).
September 6, 2005 Wayne M. RichmanNon-Competition Agreement • June 13th, 2006 • Vs Direct Inc.
VITAMIN SHOPPE INDUSTRIES INC. The Guarantors listed on Schedule A hereto Second Priority Senior Secured Floating Rate Notes Purchase Agreement November 7, 2005 BEAR, STEARNS & CO. INC. BNP PARIBAS SECURITIES CORP. BANC OF AMERICA SECURITIES LLC...Purchase Agreement • June 13th, 2006 • Vs Direct Inc. • New York
Vitamin Shoppe Industries Inc., a New York corporation (the “Company”), proposes to issue and sell to Bear, Stearns & Co. Inc., BNP Paribas Securities Corp., Banc of America Securities LLC, Jefferies & Company, Inc. and Rothschild Inc. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”) $165,000,000 in aggregate principal amount of Second Priority Senior Secured Floating Rate Notes due 2012 (the “Original Notes”), subject to the terms and conditions set forth herein.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • June 13th, 2006 • Vs Direct Inc. • New York
This Advisory Services Agreement (this “Agreement”) is made as of November 27, 2002 (the “Effective Date”), by and among Bear Stearns Merchant Manager II, LLC, a Delaware limited liability company (“BSMB”), VS Holdings, Inc., a Delaware corporation (“Holdings”) and Vitamin Shoppe Industries Inc., a New York corporation (“VSI” and, together with Holdings, the “Companies”). Certain capitalized terms used herein are defined in Section 9 below.
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • June 13th, 2006 • Vs Direct Inc. • North Carolina
This Agreement is entered into as of November 15, 2005 among Vitamin Shoppe Industries Inc. (“Company”) Wachovia Bank, National Association, in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the Lenders described below (in such capacity together with its successors and assigns “Agent”), and Bank of America, N.A. (“Bank”) with respect to the following:
Purchase AgreementPurchase Agreement • June 13th, 2006 • Vs Direct Inc. • New Jersey
This Purchase Agreement is entered into as of the 1 day of November, 2004 by and between Nature’s Value, Inc., a New York corporation with a principal place of business at 54 Drexel Drive, Bay Shore, New York 11706 (“Nature’s Value”), and Vitamin Shoppe Industries Inc., a New York corporation with a principal place of business at 2101 91st Street, North Bergen, New Jersey 07047, Attn: Director of Merchandise (“Vitamin Shoppe” and, together with Nature’s Value, the “Parties”).
INTERCREDITOR AGREEMENT dated November 15, 2005 among VITAMIN SHOPPE INDUSTRIES INC. VS DIRECT INC. VS HOLDINGS, INC., the other Pledgors from time to time party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent under the Loan and Security...Intercreditor Agreement • June 13th, 2006 • Vs Direct Inc. • New York
This Intercreditor Agreement (this “Agreement”) is dated November 15, 2005 and is by and among Vitamin Shoppe Industries Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct”), VS Holdings, Inc., a Delaware corporation (“Holdings”), the other Pledgors (as hereinafter defined) from time to time party hereto, Wachovia Bank, National Association, as Agent (in such capacity and together with its successors and assigns in such capacity, the “Priority Lien Agent”), Wilmington Trust Company, as Trustee (as hereinafter defined), and Wilmington Trust Company, not in its individual capacity but solely as Collateral Agent (in such capacity and together with its successors in such capacity, the “Parity Lien Collateral Agent”).
FORM OF GENERAL RELEASEGeneral Release • June 13th, 2006 • Vs Direct Inc.
I, Jeffrey Horowitz, in consideration of and subject to the performance by Vitamin Shoppe Industries Inc. (the “Company”) of its material obligations under the Second Amended and Restated Employment and Non-Competition Agreement, dated as of October 8, 2002 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company, VS Holdings, Inc. (“Holdings”) and all present, future and former subsidiaries, parent corporations, affiliates, directors, officers, agents, representatives, employees, successors and assigns of the Company and Holdings and each of their direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • June 13th, 2006 • Vs Direct Inc. • New York
THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated November 15, 2005, is entered into by and between VITAMIN SHOPPE INDUSTRIES INC., a New York corporation, with offices at 2101 91st Street, North Bergen, New Jersey 07047 (“Pledgor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, with an office at 1133 Avenue of the Americas, New York, New York 10036, in its capacity as agent (in such capacity, “Pledgee”) for the Lenders and the other Secured Parties (as defined below).
