GUARANTEE January 10, 2013Vitamin Shoppe, Inc. • October 16th, 2013 • Retail-food stores • New York
Vitamin Shoppe Industries, Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct” and together with Vitamin Shoppe, the “Existing Borrowers”), certain of its affiliates, JPMorgan Chase 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 Vitamin Shoppe, VS Direct and such affiliates as set forth in that certain Amended and Restated Loan and Security Agreement, dated as of January 20, 2011, by and among Vitamin Shoppe and VS Direct, as borrowers, Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extende
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTAmended and Restated Stock Pledge Agreement • October 16th, 2013 • Vitamin Shoppe, Inc. • Retail-food stores • New York
THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this “Agreement”), dated October 11, 2013, 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 JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as agent (in such capacity “Pledgee”) for the Lenders and the other Secured Parties. Any capitalized term not defined herein shall have the meaning assigned to such term in the Loan Agreement (as hereinafter defined).
JOINDER AGREEMENTJoinder Agreement • October 16th, 2013 • Vitamin Shoppe, Inc. • Retail-food stores • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of October 11, 2013, is entered into between VITAMIN SHOPPE GLOBAL, INC., a Delaware corporation (the “New Subsidiary”), JPMORGAN CHASE BANK, N.A., in its capacity as Agent (“Agent”), under that certain Amended and Restated Loan and Security Agreement dated as of January 20, 2011, by and among VITAMIN SHOPPE INDUSTRIES INC., a New York corporation (“Company”), VS DIRECT INC., a Delaware corporation (“VS Direct”), VITAMIN SHOPPE MARINER, INC., a Delaware corporation (“VS Mariner” and collectively with the Company and VS Direct, the “Borrowers”, and each individually, a “Borrower”), the Guarantors party thereto, Agent and the financial institutions from time to time party thereto as “Lenders” (as the same may be amended, modified, extended, supplemented or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO EXISTING GUARANTEESLoan and Security Agreement • October 16th, 2013 • Vitamin Shoppe, Inc. • Retail-food stores • New York
This Second Amendment to Amended and Restated Loan and Security Agreement and First Amendment to Existing Guarantees (this “Second Amendment”) is executed as of the 11th day of October, 2013 (the “Second Amendment Effective Date”), by and among Vitamin Shoppe Industries Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct”), Vitamin Shoppe Mariner, Inc., a Delaware corporation (“VS Mariner”), Vitamin Shoppe Global, Inc., a Delaware corporation (“VS Global”, and together with Vitamin Shoppe, VS Direct and VS Mariner, each individually a “Borrower” and collectively, the “Borrowers”), each Guarantor party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent for the Lenders (in such capacity, “Agent”).
JOINDER AGREEMENTJoinder Agreement • October 16th, 2013 • Vitamin Shoppe, Inc. • Retail-food stores • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of January 10, 2013, is entered into between VITAMIN SHOPPE MARINER, INC., a Delaware corporation (the “New Subsidiary”), JPMORGAN CHASE BANK, N.A., in its capacity as Agent (“Agent”), under that certain Amended and Restated Loan and Security Agreement dated as of January 20, 2011, by and among VITAMIN SHOPPE INDUSTRIES, INC., a New York corporation (“Company”), VS DIRECT INC., a Delaware corporation (“VS Direct”, and together with the Company, the “Borrowers”, and each individually, a “Borrower”), the Guarantors party thereto, Agent and the financial institutions from time to time party thereto as “Lenders” (as the same may be amended, modified, extended, supplemented or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 16th, 2013 • Vitamin Shoppe, Inc. • Retail-food stores • New York
This First Amendment to Amended and Restated Loan and Security Agreement (this “First Amendment”) is executed as of the 10th day of January, 2013 (the “First Amendment Effective Date”), by and among Vitamin Shoppe Industries Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct”), Vitamin Shoppe Mariner, Inc., a Delaware corporation (“VSM”, and together with Vitamin Shoppe and VS Direct, each individually a “Borrower” and collectively, the “Borrowers”), each Guarantor party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent for the Lenders (in such capacity, “Agent”).
