Exhibit 10.2


 


EXECUTION


 


 


SECURITY AGREEMENT


 


SECURITY
AGREEMENT, dated as of August 26, 1996, between CACHE INC., a Florida
corporation (the “Debtor”), and Fleet Bank, N.A. (the “Secured Party”).


 


W I  T  N  E  S
S  E  T  H:


 


WHEREAS, the
Debtor and the Secured Party are parties to a Second Amended and Restated
Revolving Credit Agreement, of even date herewith (as modified and supplemented
and in effect from time to time, the “Credit Agreement”), providing, subject to
the terms and conditions thereof, for Loans to be made by the Secured Party to
the Debtor and Letters of Credit to be issued for the account of the Borrower
from time to time up to but not exceeding an aggregate principal amount
outstanding at any time of $12,000,000; and


 


WHEREAS, to
induce the Secured Party to enter into the Credit Agreement with the Debtor and
to make the Loans thereunder, the Debtor has agreed to execute and deliver this
Security Agreement and upon the occurrence of an Event of Default, as defined
in the Credit Agreement, to grant a security interest in the Collateral (as
hereinafter defined) as security for the Liabilities (as hereinafter defined).


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.             Definitions.


 


(a)           All terms used
herein, unless otherwise defined, shall have the meanings ascribed to them in
the Credit Agreement.


 


(b)           As used herein, the
following terms shall have the following meanings:


 


“Collateral” shall mean:


 


(1)           All inventory in all
of its forms, wherever located, now or hereafter existing, including, without
limitation, (a) goods in which the Debtor has an interest in mass or a joint or
other interest or right of any kind and (b) goods which are returned to or
repossessed by the Debtor, and all accessions thereto and products thereof and
documents therefor;


 


(2)           All accounts,
contract rights, chattel paper, instruments, general intangibles, documents and
other obligations of any kind now or hereafter existing, arising out of or in
connection with the sale of goods, the rendering of services or otherwise, and
all rights now or hereafter existing in and to all security agreements and
other contracts securing or otherwise relating to any such accounts, contract
rights, chattel paper, instruments, general intangibles, documents or
obligations;


 

















 


(3)           All documents,
instruments, contract rights, chattel paper and general intangibles arising
from or related to any of the foregoing; and


 


(4)           All proceeds,
(including, without limitation, the proceeds of all insurance contracts in
respect thereof) additions and accessions of or to any and all of the
Collateral described in this definition and all substitutions and replacements
therefor and, to the extent not otherwise included, (a) all payments under
insurance (whether or not the Secured Party is the loss payee thereof) or as a
result of any seizure or condemnation, or under any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral, (b) all rights of the Debtor to receive monies
due and to become due under, pursuant to or in connection with any of the
foregoing Collateral, (c) all claims of the Debtor for losses or damages
arising out of or related to, or for any breach of any agreements, covenants,
representations or warranties or any default by any other Person under, any of
the foregoing Collateral (without limiting any direct or independent rights of
the Secured Party with respect thereto other than pursuant to the Security
Documents), and (d) the right of the Debtor to terminate any of the foregoing
Collateral, to perform thereunder and to enforce and compel performance and
otherwise exercise all rights and remedies thereunder, pursuant thereto or in
connection therewith, including, without limitation, all rights to give and
receive notices, reports, requests and consents, to make demands, to exercise
discretion and to exercise all options and elections thereunder, pursuant
thereto or in connection therewith.


 


“Liabilities” shall mean all Indebtedness and other liabilities and
obligations, whether now existing or hereafter arising, of the Debtor to the
Secured Party under, arising out of, or in any way connected with, the Credit
Agreement including, without limitation, increases in the amounts of or refinancings
of or other changes to the Loans and any other loans or other indebtedness that
may be created by any amendment, supplement or other modification to, or
restatement of the Credit Agreement, and all instruments, agreements and
documents executed, issued and delivered pursuant thereto, including without
limitation, any of the Security Documents.


 


2.             Grant of
Security Interest. As security for the prompt payment and performance when
due (whether at stated maturity, by acceleration or otherwise) of the
Liabilities, the Debtor hereby grants to the Secured Party, effective upon the
occurrence of an Event of Default and without any further action on the part of
the Debtor, a security interest in, a general lien upon and a right of set-off
against, the Collateral, whether now owned or hereafter acquired.


 


3.             Covenants of the
Debtor.


 


(a)           Upon request of the
Secured Party, the Debtor will:


 


(1)           If
any Event of Default shall have occurred and shall be continuing, deliver and
pledge (or cause to be delivered and pledged) to the Secured Party endorsed
and/or accompanied by such further instruments of assignment and transfer, in
such form and substance as the Secured Party may reasonably request, any and
all cash equivalents (other than balances in bank accounts), instruments, securities,
documents, investments and/or chattel paper included in or evidencing or
otherwise relating to the Collateral owned or held by the Debtor as the Secured
Party may specify in its or their demand;


 

















 


(2)           If
any Event of Default shall have occurred and shall be continuing, if and to the
extent determined by the Secured Party to be desirable to protect the interests
of the Secured Party, notify and serve a copy of this Agreement upon each
obligor upon any credit or other obligation at any time owing to the Debtor in
such manner as the Secured Party may specify; and


 


(3)           Permit
representatives of the Secured Party, during business hours, to inspect its
inventory and other properties constituting Collateral and to inspect and make
abstracts from its books and records pertaining to the Collateral during
business hours upon reasonable notice.


 


(b)           The Debtor will
insure the Collateral, or will cause the Collateral which is tangible property
to be insured, in a manner reasonably satisfactory to the Secured Party. After
the occurrence of an Event of Default, all policies of such insurance shall,
unless otherwise specified by the Secured Party, be written for the benefit of
the Debtor and the Secured Party as their interests may appear, and all such
policies, or certificates evidencing the same, shall be furnished to the
Secured Party. After the occurrence of an Event of Default, the Debtor will
cause the carriers of its insurance to issue loss payee clauses in favor of the
Secured Party with respect to such insurance and to cause such carriers to give
not less than 30 days’ prior notice to the Secured Party of the cancellation or
non-renewal of any of such policies.


 


(c)           The Debtor will not,
without the prior written consent of the Secured Party:


 


(1)           Permit
any of the Collateral to be levied upon under legal process or to fall under
any other Lien unless promptly discharged; or


 


(2)           Cause,
directly or indirectly, anything to be done which, or fail to take any action
which failure, may (except to the extent permitted by the Credit Agreement)
impair the value of the Collateral in any material respect (other than normal
wear and tear with respect to tangible personal property included in the
Collateral) or the Liens and security interests herein granted or intended to
be granted hereby; or


 


(3)           Sell,
transfer, assign (including by virtue of assignments by operation of law),
mortgage, pledge or otherwise dispose of or encumber any of the Collateral
except for dispositions or encumbrances in accordance with the terms of the
Credit Agreement and except for dispositions in a non-material amount in the
ordinary course of business, or permit any party other than the Secured Party
to perfect any security interest in such Collateral, whether for purchase money
or otherwise, except as permitted by the Credit Agreement.


 

















 


(d)           The Debtor will
maintain its books and records and its chief place of business only at the
location specified in Section 6 hereof or at such other place within the United
States of America as the Secured Party may agree in writing (which agreement
shall not be withheld unreasonably), and will not change its name, or the name
under which it conducts its business, or its address without giving the Secured
Party 30 days’ prior written notice thereof.


 


(e)           If any Event of
Default shall have occurred and shall be continuing, the Debtor will keep and
stamp or otherwise mark any and all documents and chattel paper and its
individual books and records relating to the Collateral in such manner as the
Secured Party may reasonably require.


 


(f)            It is the intent of
the Debtor and the Secured Party that none of the Collateral is or shall be
fixtures, as that term is used or defined in Article 9 of the Uniform
Commercial Code as in effect in the State of New Jersey (the “UCC”), and the
Debtor represents and warrants that to its knowledge it has not made and is not
bound by any material lease or other material agreement which is expressly
inconsistent with such intent. Nevertheless to the extent any of the Collateral
now in existence shall consist of property which constitutes fixtures under the
laws of the jurisdiction in which it is located, upon request of the Secured
Party, the Debtor shall use its best efforts to furnish or cause to be
furnished to the Secured Party valid and effective waivers of interest in such
Collateral owned or held by the Debtor by all lessors, mortgagees, co-owners,
encumbrances or other parties in interest with respect to the real property
upon which such Collateral is located.


 


4.             Further Assurances; etc.


 


(a)           If any Event of
Default shall have occurred and shall be continuing, the Debtor will, from time
to time and at its own expense, promptly execute, acknowledge, witness and
deliver and file and/or record, or cause the execution, acknowledgment,
witnessing and delivery and the filing and/or recordation of, such specific and
further assignments of Collateral and such other documents or instruments, and
shall take or cause to be taken such other actions, as the Secured Party may
reasonably request for the perfection against the Debtor and all third parties
whomsoever of the security interests created hereby in the Collateral, in the
properties covered thereby or for the continuation and protection thereof, and
promptly give to the Secured Party evidence satisfactory to the Secured Party
of such action. Without limiting the generality of the foregoing, the Debtor
promptly upon the occurrence of an Event of Default, and at any time or from
time to time thereafter upon the request of the Secured Party, shall execute,
acknowledge, witness and deliver such financing and continuation statements,
notices and additional security agreements, make such notations on its records
and take such other action as the Secured Party may reasonably request for the
purpose of perfecting, maintaining and protecting such security interests of
the Secured Party, and shall cause this Agreement, any amendment or supplement
hereto or thereto and each such financing and continuation statement, notice
and additional security agreements to be filed or recorded in such manner and
in such places as may be required by applicable law or as the Secured Party may
reasonably request for such purpose. The Debtor hereby authorizes the Secured
Party, after the occurrence of an Event of Default, to effect any filing or
recording which the Secured Party has requested pursuant to this Section 4(a)
without the signature of the Debtor, to the extent permitted by applicable law.
Notwithstanding the foregoing provisions of this Section 4(a) or any of the other
provisions of this Agreement, the Secured Party agrees that it shall not communicate
with any account debtors or customers of the Debtor in the exercise of the
Secured Party’s rights hereunder until after the occurrence of an Event of
Default. 


 

















 


(b)           Without in any
manner or to any extent or degree qualifying the obligations of the Debtor
under Section 4(a) hereof, at any time and from time to time, upon the written
request of the Secured Party after the occurrence of an Event of Default, the
Debtor will promptly and duly execute, acknowledge, witness and deliver, or
cause to be duly executed, acknowledged, witnessed and delivered, any and all
such further instruments and documents, and take such further actions, as the
Secured Party may reasonably request, to obtain for the Secured Party the full
benefits of this Agreement and any supplemental security agreement hereto and
of the rights and powers herein and therein granted.


 


5.             Actions by the Secured Party.


 


(a)           If any Event of
Default shall have occurred and shall be continuing, the Secured Party shall
have the power to exchange any of the Collateral for other property upon any
reorganization, recapitalization or other readjustment and in connection
therewith to deposit any of the Collateral with any committee or depository
upon such terms as it may determine, all without notice and without liability
(other than for gross negligence or willful misconduct), except to account for
property actually received by the Secured Party.


 


(b)           If any Event of
Default shall have occurred and shall be continuing, the Secured Party may, at
any time and from time to time after having given notice of its intention to do
so to the Debtor perform any act which is undertaken by the Debtor to be
performed by it hereunder but which it shall have failed to perform, and the
Secured Party may take any other action which the Secured Party may in its
reasonable judgment deem necessary for the maintenance, preservation or
protection of any of the Collateral or the security interests therein and the
Secured Party is hereby irrevocably appointed attorney-in-fact of the Debtor
for this purpose. All moneys advanced by the Secured Party for account of the
Debtor in connection with any of the foregoing, together with interest thereon
from the date of such advance to the date of the repayment thereof at the rate
applicable to Prime Rate Loans under the Credit Agreement, shall be repaid by
the Debtor to the Secured Party, upon demand, and shall constitute additional
Liabilities secured hereby. The making of any such advance by the Secured Party
for account of the Debtor shall not, however, relieve the Debtor of liability
for any default hereunder until the full amount of all such moneys so advanced
and such interest thereon shall have been repaid to the Secured Party and such
default shall have otherwise been cured.


 

















 


6.             Debtor Representations.


 


The Debtor represents and warrants to the Secured Party that its chief
place of business and the place where it keeps its books and records is 1460
Broadway, New York, New York 10036, and that it conducts its business only
under the name specified on the signature pages hereof.


 


7.             Power Upon Default.


 


(a)           Upon the occurrence
and during the continuance of any Event of Default and subject to the provisions
of Section 12 hereof, the Secured Party shall have all the rights and remedies
of a secured party under the UCC, or other applicable law, including the power
of sale upon notice, and all rights provided herein, all of which rights and
remedies shall, to the fullest extent permitted by law, be cumulative.


 


(b)           Without limiting the
generality of the foregoing:


 


(1)           At
any time after an Event of Default shall have occurred and while it shall be
continuing, the Debtor will at the request of the Secured Party cause all
payments made under or in respect of the Collateral to be paid to the Secured
Party directly. The Secured Party shall hold all such payments as additional
Collateral hereunder.


 


(2)           The
Debtor hereby constitutes the Secured Party, and its successors and assigns,
its true and lawful attorney, irrevocably and with full power of substitution,
in the name of the Debtor or otherwise, upon the occurrence and during the
continuance of any Event of Default, (i) to give notice at any time to each
account debtor or obligor of the fact of assignment of the respective account
in or other obligation under this Agreement, (ii) to demand, receive, compromise,
sue for and give acquittance for, any and all moneys and claims for money due
and to become due under or arising out of such accounts and other obligations,
(iii) to endorse any checks or other instruments or orders in connection
therewith, (iv) to file any claims or take any actions or institute any
proceedings which the Secured Party may deem to be necessary or advisable in
its sole and complete discretion and to compromise, litigate or settle the same
and (v) to take any other action which by the terms of this Agreement is to be taken
by the Debtor. Anything herein contained to the contrary notwithstanding,
neither the Secured Party nor any of its nominees or assignees shall have any
obligation or liability by reason of or arising out of this Agreement to make
any inquiry as to the nature or sufficiency of, to present or file any claim
with respect to, or to take any action to collect or enforce the payment of,
any amounts to which it may be entitled at any time or times by virtue of this Agreement.


 


(3)           (A)          Upon the occurrence and during the
continuance of any Event of Default, but subject always to any mandatory
requirements of applicable law then in effect, the Secured Party may, at its
option, do any one or more or all of the following acts, as the Secured Party in
its sole and complete discretion may then elect and at such time or times as
the Secured Party in its complete and sole discretion may determine:


 

















 


(i)            exercise
all the rights and remedies in foreclosure and otherwise granted to mortgagees
and secured parties under the provisions of applicable law;


 


(ii)           institute
legal proceedings for the specific performance of any covenant or agreement
herein undertaken by the Debtor or for aid in the execution or any power or
remedy herein granted;


 


(iii)          institute
legal proceedings to foreclose upon and against any of the Liens and security
interests created hereby;


 


(iv)          institute
legal proceedings for the sale, under the judgment or decree of any court of
competent jurisdiction, of any of the Collateral;


 


(v)           institute
legal proceedings for the appointment of a receiver or receivers pending
foreclosure hereunder or the sale of any of the Collateral under the order of a
court of competent jurisdiction or under other legal process;


 


(vi)          personally,
or by agents or attorneys, enter into and upon any premises wherein the
Collateral or any part thereof may then be situated and take possession of all
or any part thereof or render it unusable; and, without being responsible (except
for gross negligence or willful misconduct) for loss or damage, hold, store and
keep idle, or operate, lease or otherwise use or permit the use of the same or
any part thereof for such time and upon such terms as the Secured Party in its complete
and sole discretion may determine, and demand, collect and retain all hire,
earnings and all other sums due and to become due in respect of the same from
any party whomsoever, accounting only for net earnings arising from such use,
if any, after charging against all receipts from the use of the same and from
any subsequent sale thereof, by court proceedings or pursuant to subclause
(vii) of this Section 7(b)(3)(A) all reasonable costs and expenses of, and
damages or losses by reason of, such use and/or sale; or


 


(vii)         personally,
or by agents or attorneys, enter upon and into any place wherein the same may
then be located, and take possession of any part or all of the Collateral owned
by the Debtor, with or without process of law and without being responsible for
loss or damage (except such as results from the Secured Party’s gross
negligence or willful misconduct), and sell or dispose of all or any part of
the same, free from any and all claims of the Debtor or any other party
claiming by, through or under the Debtor at law, in equity or otherwise, at one
or more public or private sales, in such place or places, at such time or
times, for cash or credit and upon such terms as the Secured Party may
determine, with or without any previous demand or notice to the Debtor or
advertisement and demand and any right or equity of redemption otherwise
required by law are hereby waived by the Debtor to the fullest extent permitted
by applicable law. The power of sale hereunder shall not be exhausted by one or
more sales, and the Secured Party may from time to time adjourn any sale to be
made pursuant to this Section 7. 


 

















 


(B)           If
the Secured Party shall demand possession of the Collateral or any part thereof
pursuant hereto, the Debtor will, at its own expense, forthwith cause the
Collateral owned by the Debtor or any part thereof designated by the Secured
Party to be assembled and made available and/or delivered to the Secured Party
at any place reasonably designated by the Secured Party.


 


(C)           In
the event that any mandatory requirement of applicable law shall obligate the
Secured Party to give prior notice to the Debtor of any of the foregoing acts,
the Debtor agrees that a notice sent to it in writing by certified U.S. mail,
return receipt requested, at least ten (or such longer period as may be
required by applicable law) days before the date of any such act, at its
address specified in the Credit Agreement (or such other address as shall have been
notified to the Secured Party in writing), shall be deemed to be reasonable
notice of such act, and, specifically, reasonable notification of the time and
place of any public sale hereunder and reasonable notification of the time
after which any private sale or other intended disposition to be made hereunder
is to be made.


 


(D)          The
Secured Party shall apply the proceeds from the sale or other disposition of
the Collateral pursuant to the provisions of this Section 7(b)(3) and any other
amounts held by it as Collateral hereunder in the following order:


 


FIRST, to the payment of the costs and
expenses, if any (including, without limitation, reasonable attorneys’ fees and
expenses), incurred by the Secured Party in preserving its interests in the
Collateral or in enforcing any remedies granted in or realizing against the
security of, this Agreement or any disbursements by the Secured Party under
Section 5 hereof and any other amounts owing to the Secured Party under Section
15 hereof;


 


SECOND, to the payment to the Secured Party
of accrued and unpaid interest due and payable on the Loans made to the Debtor (whether
at stated maturity, by acceleration or otherwise);


 


THIRD, to the payment to the Secured Party of
the outstanding principal amount due and payable on the Loans made to the
Debtor (whether at stated maturity, by acceleration or otherwise);


 

















 


FOURTH, to the payment to the Secured Party
of any and all other Liabilities due on the date of such application;


 


FIFTH, to the payment of any other amounts required
by applicable law (including, without limitation, Section 9-504(1)(c) of the
UCC); and


 


SIXTH, after the payment in full of all of
the Liabilities (including those not due and payable at the time of the applications
above), to the payment to the Debtor of any surplus then remaining from such
proceeds or otherwise as a court of competent jurisdiction may direct.


 


(E)           No
sale or other disposition of all or any part of the Collateral owned by the
Debtor by the Secured Party pursuant to this Section 7(b)(3) shall be deemed to
relieve the Debtor of its obligations in respect of any Liabilities except to
the extent the proceeds thereof are applied to the payment of such Liabilities.


 


8.             Possession until Default. Until
an Event of Default shall occur and be continuing, the Debtor will have the
right to the possession and enjoyment of the Collateral for the purpose of
conducting the ordinary course of its business, subject to and upon the terms
hereof and of the Credit Agreement.


 


9.             Waiver by Debtor. To the
fullest extent it may lawfully so agree, the Debtor agrees that it will not at
any time insist upon, claim, plead or take any benefit or advantage of any
appraisement, valuation, stay, extension, moratorium, redemption or similar law
now or hereafter in force in order to prevent, delay or hinder the enforcement
hereof or the absolute sale of any part of the Collateral or the possession
thereof by any purchaser at any sale pursuant to Section 7(b)(3) hereof; and
the Debtor, for itself and all who claim through it, so far as it or they now
or hereafter lawfully may do so, hereby waives the benefit of all such laws,
and all right to have the Collateral owned by it marshalled upon any
foreclosure hereof, and agrees that any court having jurisdiction to foreclose
this Agreement may order the sale of the Collateral as an entirety. Without
limiting the generality of the foregoing, the Debtor hereby: (i) authorizes the
Secured Party, in its sole discretion and without notice to or demand upon it
and without otherwise affecting its obligations hereunder or in respect of the
Liabilities, from time to time to take and hold other collateral (in addition
to the Collateral) for payment of any Liabilities or any part thereof and to
accept and hold any endorsement or guarantee of payment of the Liabilities or
any part thereof and to release or substitute any endorser or guarantor or any
other party granting security for or in any way obligated upon the Liabilities
or any part thereof and/or to modify or terminate the terms of subordination of
any Indebtedness subordinated to any of the Liabilities; and (ii) waives and
releases any and all right to require the Secured Party to collect any
Liabilities from any specific item or items of Collateral, from any other party
liable as guarantor or in any other manner in respect of any Liabilities or
from any other collateral.


 

















 


10.           Purchases by the Secured Party.
At any sale pursuant to Section 7(b)(3) hereof, the Secured Party or its agents
may to the extent permitted by applicable law bid for and purchase the
Collateral offered for sale, and, upon compliance in full with the terms of
such sale, may hold, retain and dispose of such property without further
accountability therefor to the Debtor or any other party.


 


11.           No Representation, etc. Anything
herein contained to the contrary notwithstanding, neither the Secured Party nor
any of its nominees or assignees shall have any obligation or liability by
reason of or arising out of this Agreement to make any inquiry as to the nature
or sufficiency of, to present or file any claim with respect to, or to take any
action to collect or enforce the payment of, any amounts to which it may be
entitled at any time or times by virtue of this Agreement. The Secured Party
makes no representations or warranties with respect to the Collateral or any
part thereof, and the Secured Party shall not be chargeable with any
obligations or liabilities of the Debtor or any other party with respect
thereto.


 


12.           Remedies. Each right, power
and remedy herein specifically granted to the Secured Party or otherwise
available to it shall be cumulative, and shall be in addition to every other
right, power and remedy herein specifically given or now or hereafter existing
at law, in equity or otherwise; and each right, power and remedy, whether
specifically granted herein or otherwise existing, may be exercised, at any
time and from time to time as often and in such order as may be deemed
expedient by the Secured Party in its sole and complete discretion; and the
exercise or commencement of exercise of any right, power or remedy shall not be
construed as a waiver of the right to exercise, at the same time or thereafter,
the same or any other right, power or remedy. No delay or omission by the
Secured Party in exercising any such right or power, or in pursuing any such
remedy, shall impair any such right, power or remedy or be construed to be a
waiver of any default on the part of the Debtor or an acquiescence therein. No
waiver by the Secured Party of any breach or default of or by the Debtor
hereunder shall be deemed to be a waiver of any other or similar, previous or
subsequent, breach or default.


 


13.           Notices. All notices and other
communications provided for herein shall be given in the manner and at the
addresses specified in the Credit Agreement.


 


14.           Amendments, etc. This
Agreement may not be amended or modified except by written agreement of the
Debtor and the Secured Party, and no consent or waiver hereunder shall be valid
unless in writing and signed by the person or persons giving such consent or
waiver.


 


15.           Indemnity. The Debtor shall
indemnify and hold harmless the Secured Party and any other Person acting
hereunder for all losses, costs, damages, fees and expenses whatsoever associated
with the exercise of the powers of attorney granted in Section 7(b)(2) hereof
and shall release the Secured Party and any other Person acting hereunder from
all liability whatsoever for the exercise of such powers of attorney and all
actions taken pursuant thereto, except in the case of gross negligence or
willful misconduct by any of the Secured Party and such other Person or Persons
acting hereunder.


 

















 


16.           Term. This Security Agreement
shall continue in full force and effect until all of the Liabilities have been
fully and indefeasibly paid in full, whereupon this Security Agreement shall
terminate. Upon the termination of this Agreement the Secured Party shall cause
to be assigned, transferred and delivered any remaining Collateral and money received
in respect thereof to or on the order of the Debtor and to be released and
cancelled all licenses and other rights of the Secured Party hereunder. The
Secured Party shall also execute and deliver to the Debtor upon such
termination such Uniform Commercial Code termination statements and such other
documents as such be reasonably requested by the Debtor to effect the
termination and release of the Liens on the Collateral created hereby.


 


17.           Miscellaneous.


 


(a)           This Agreement shall be binding upon
and shall inure to the benefit of the Debtor and the Secured Party and their
respective successors and assigns; provided that (i) the Debtor may not assign
its rights or obligations hereunder without the prior written consent of the
Secured Party and (ii) the Secured Party may not assign its rights hereunder to
any party other than a permitted assignee of the Loans under the Credit
Agreement.


 


(b)           This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and either of the parties hereto may execute this Agreement
by signing any such counterpart.


 


(c)           THIS AGREEMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW JERSEY, PROVIDED
THAT AS TO COLLATERAL LOCATED IN ANY JURISDICTION OTHER THAN NEW JERSEY, THE
SECURED PARTY SHALL HAVE ALL THE RIGHTS TO WHICH A SECURED PARTY UNDER THE LAWS
OF SUCH JURISDICTION IS ENTITLED.


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


 


 


	
   

  	
  CACHE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas E. Reinckens

  	
   

  
	
   

  	
   

  	
  Thomas E. Reinckens

  
	
   

  	
   

  	
  Executive Vice President/CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLEET BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bonnie Bernstein

  	
   

  
	
   

  	
   

  	
  Bonnie Bernstein

  
	
   

  	
   

  	
  Vice President