0001193125-08-228036 Sample Contracts

October 31, 2008 The Parent Company
Investment Agreement • November 6th, 2008 • Parent Co • Retail-nonstore retailers
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October 31, 2008 The Parent Company
Compensation Agreement • November 6th, 2008 • Parent Co • Retail-nonstore retailers
REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE PARENT COMPANY, LAMINAR DIRECT CAPITAL, L.L.C. AND JOHN C. TEXTOR DATED JULY 10, 2008 AMENDED AND RESTATED AS OF OCTOBER 31, 2008
Registration Rights Agreement • November 6th, 2008 • Parent Co • Retail-nonstore retailers • New York

This Agreement is made pursuant to the Investment Agreement, dated as of July 10, 2008 by and among the Company, LDC, and the other parties signatory thereto (the “Investment Agreement”), and in consideration of Textor’s execution and delivery of a personal guaranty in favor of LDC in connection therewith.

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 6th, 2008 • Parent Co • Retail-nonstore retailers • New York

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 31, 2008, by and among the Borrowers party hereto, the Loan Guarantors party hereto (and together with the Borrowers, the “Loan Parties”), the Required Lenders party hereto, and THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent for the Lenders under the Credit Agreement described below (the “Administrative Agent”).

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