11,000,000 Shares VERA BRADLEY, INC. COMMON STOCK, WITHOUT PAR VALUE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products • Illinois
Vera Bradley, Inc, an Indiana corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain shareholders of the Company named in Schedule I hereto (the “Selling Shareholders”), acting severally and not jointly, propose to sell to the Underwriters, subject to the terms and conditions stated herein, an aggregate of 11,000,000 shares of the common stock, without par value, of the Company (the “Firm Shares”), of which 4,000,000 shares are to be issued and sold by the Company and 7,000,000 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 4, 2010 among VERA BRADLEY DESIGNS, INC., as Borrower The Lenders Party Hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO BANK, N.A. and KEYBANK NATIONAL...Credit Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 4, 2010, among VERA BRADLEY DESIGNS, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
PLEDGE AGREEMENTPledge Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of November 26, 2008, is among Vera Bradley Designs, Inc., an Indiana corporation (the “Borrower”), Vera Bradley Retail Stores, LLC, an Indiana limited liability company, and Vera Bradley International, LLC, an Indiana limited liability company (the “Subsidiary Guarantors”) (the Borrower, Subsidiary Guarantors and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit C hereto, are sometimes collectively referred to herein as “Pledgors” and each individually as a “Pledgor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Creditors (the “Collateral Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products
THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of November 26, 2008, is between Vera Bradley Designs, Inc., an Indiana corporation (“Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products
This COPYRIGHT SECURITY AGREEMENT (this “Agreement”), dated as of November 26, 2008, is between Vera Bradley Designs, Inc., an Indiana corporation (“Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Creditors (the “Collateral Agent”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
SUBSIDIARY GUARANTY dated as of November 26, 2008 (this “Guaranty”) made by each of the Persons that is a signatory hereto (individually a “Guarantor” and collectively, the “Guarantors”) in favor of JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and their Affiliates to the extent provided below.
SECURITY AGREEMENTSecurity Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
SECURITY AGREEMENT (“Agreement”) dated as of November 26, 2008 among Vera Bradley Designs, Inc., an Indiana corporation (the “Borrower”), Vera Bradley Retail Stores, LLC, an Indiana limited liability company, and Vera Bradley International, LLC, an Indiana limited liability company (collectively, the “Subsidiary Guarantors”) (the Borrower, the Subsidiary Guarantors and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A hereto collectively referred to herein as “Grantors”, and each individually as a “Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Creditors (the “Collateral Agent”).
