Brookstone Company, Inc. Watch

from S-4 10 pages Guaranty Dated as of October 4, 2005 (This “Guaranty”), by Brookstone, Inc, and Advanced Audio Concepts, Limited (Individually and Collectively the “Facility Guarantor”) in Favor of (A) Bank of America, N.A. a National Banking Association, as Administrative Agent (In Such Capacity, the “Administrative Agent”) and as Collateral Agent (In Such Capacity, the “Collateral Agent” And, in Its Capacity as Both Administrative Agent and Collateral Agent, the “Agent”) for the Lenders and Secured Parties (As Defined in the Credit Agreement Referred to Below), (B) the Issuing Bank (As Defined in the Credit Agreement), (C) the Lenders Party to the Credit Agreement, and (D) the Other Secured Parties

from S-4 12 pages Guaranty Dated as of October 4, 2005 (This “Guaranty”), by Brookstone Company, Inc. (“Brookstone Company”), a New Hampshire Corporation, Brookstone International Holdings, Inc., Brookstone Holdings, Inc., Brookstone Properties, Inc., Brookstone Purchasing, Inc., Brookstone Retail Puerto Rico, Inc., Brookstone Stores, Inc., Gardeners Eden, Inc., Advanced Audio Concepts, Limited (Each Together With Each Loan Party (As Named in the Credit Agreement) and Such Person Together With Brookstone Company and Each Subsidiary of Brookstone, Inc. Who Becomes a Loan Party Pursuant to the Credit Agreement and Loan Documents, Individually, a “Guarantor” and Collectively, the “Guarantors”) in Favor of (A) Bank of America, N.A., a National Banking Association, as Administrative Agent (In Such Capacity, the “Administrative Agent”) and as Collateral Agent (In Such Capacity, the “Collateral Agent” And, in Its Capacity as Both Administrative Agent and Collateral Agent, the “Agent”) for the Secured Parties (As Defined in the Credit Agreement Referred to Below), (B) the Issuing Bank (As Defined in the Credit Agreement), (C) the Lenders Party to the Credit Agreement, and (D) the Other Secured Parties

from S-4 113 pages Credit Agreement Dated as of October 4, 2005 Among Brookstone Company, Inc. as Lead Borrower Brookstone, Inc. as Facility Guarantor the Lenders Party Hereto, Bank of America, N.A. as Issuing Bank and Bank of America, N.A. as Administrative Agent and as Collateral Agent Goldman Sachs Credit Partners L.P. as Documentation Agent

from S-4 40 pages Intercreditor Agreement Dated as of October 4, 2005 Among Brookstone Company, Inc., the Other Pledgors From Time to Time Party Hereto, Bank of America, N.A., as Initial Credit Agreement Agent, Wells Fargo Bank, N.A., as Trustee Under the Indenture and Wells Fargo Bank, N.A., as Collateral Agent