R E C I T A L SShareholders Agreement • November 28th, 1997 • 99 Cents Only Store • Retail-variety stores • Minnesota
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A99 Cents Only Store • June 16th, 1998 • Retail-variety stores
EXHIBIT 10.27 LEASELease • March 31st, 2003 • 99 Cents Only Stores • Retail-variety stores
99 CENTS ONLY STORES (a California corporation)Purchase Agreement • March 31st, 1998 • 99 Cents Only Store • Retail-variety stores • New York
CONSULTING AGREEMENTConsulting Agreement • April 20th, 1998 • 99 Cents Only Store • Retail-variety stores • Minnesota
99 CENTS ONLY STORES STANDARD MULTI-TENANT FORM LEASE The Gardens Center, Hawaiian Gardens, CA THIS LEASE (this "Lease") is made and executed this 8th day of February, 1995 by and between Hawaiian Gardens Redevelopment Agency, a California...99 Cents Only Store • April 20th, 1998 • Retail-variety stores
99 CENTS ONLY STORES (a California corporation) 700,000 Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: , 1998 99 CENTS ONLY STORES (a California corporation) 700,000 Shares of Common Stock (No Par Value Per Share) INTERNATIONAL...International Purchase Agreement • March 31st, 1998 • 99 Cents Only Store • Retail-variety stores • New York
AGREEMENT AND PLAN OF MERGER among NUMBER HOLDINGS, INC., NUMBER MERGER SUB, INC. and 99 CENTS ONLY STORES Dated as of October 11, 2011Agreement and Plan of Merger • October 11th, 2011 • 99 Cents Only Stores • Retail-variety stores • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 11, 2011, is by and among Number Holdings, Inc., a Delaware corporation (“Parent”), Number Merger Sub, Inc., a California corporation (“Merger Sub”), and 99 Cents Only Stores, a California corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT by and among Number Merger Sub, Inc. and RBC Capital Markets, LLC as representative of the Initial Purchasers Dated as of December 29, 2011Registration Rights Agreement • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
This Agreement is made pursuant to the Purchase Agreement, dated December 14, 2011 (the “Purchase Agreement”), by and among the Escrow Issuer and the Representative, and after giving effect to the Purchase Agreement Joinder (as defined therein), the Company and the Guarantors (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the Holders (as defined below) from time to time of the Initial Securities (as defined below), including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Escrow Issuer has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.
AMENDMENT NO. 3 TO THE TERM CREDIT AGREEMENTCredit Agreement • November 7th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 13, 2012 among NUMBER MERGER SUB, INC., a California corporation and the initial Borrower (which on the Effective Date shall be merged with and into 99 CENTS ONLY STORES LLC (f/k/a 99¢ ONLY STORES), a California corporationlimited liability company (the “Company”), with the Company surviving such merger as the successor Borrower), NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TERM LOAN INTERCREDITOR AGREEMENTIntercreditor Agreement • November 7th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • New York
TERM LOAN INTERCREDITOR AGREEMENT, dated as of November 7, 2017 (this “Agreement”), among NUMBER HOLDINGS, INC. (“Holdings”), 99 CENTS ONLY STORES LLC (the “Borrower”), the other Grantors (as defined below) party hereto, ROYAL BANK OF CANADA (“Royal Bank”), as Representative for the Credit Agreement Secured Parties (in such capacity, the “Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative for the Initial Second Priority Debt Parties (in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time to time becomes a party hereto pursuant to Section 8.09.
STOCKHOLDER SUPPORT AGREEMENT THIS STOCKHOLDER SUPPORT AGREEMENT (this "Agreement"), is made and entered into, as of the date indicated on the signature page hereof, by and between the Norman and Sally Ravich Family Trust (the "Stockholder"), a...Stockholder Support Agreement • April 20th, 1998 • 99 Cents Only Store • Retail-variety stores • Minnesota
NUMBER HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE NUMBER HOLDINGS, INC. 2012 STOCK INCENTIVE PLANAgreement • April 28th, 2016 • 99 Cents Only Stores LLC • Retail-variety stores • Delaware
AGREEMENT (“Agreement”), dated as of the Grant Date, between Number Holdings, Inc., a Delaware corporation (the “Company”), and Jack Sinclair (the “Participant”).
NUMBER HOLDINGS, INC. AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE NUMBER HOLDINGS, INC. 2012 STOCK INCENTIVE PLANNon-Qualified Stock Option Agreement • September 9th, 2016 • 99 Cents Only Stores LLC • Retail-variety stores • Delaware
AMENDED AND RESTATED AGREEMENT (“Agreement”), dated as of the Grant Date, between Number Holdings, Inc., a Delaware corporation (the “Company”), and Jack Sinclair (the “Participant”).
FIRST AMENDMENT TO LEASELease • February 12th, 2013 • 99 Cents Only Stores • Retail-variety stores
This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between HKJ Gold, Inc., a California corporation (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:
CREDIT AGREEMENT Dated as of January 13, 2012 among NUMBER MERGER SUB, INC., as the initial Borrower, which on the Effective Date shall be merged within and into 99¢ ONLY STORES, with 99¢ ONLY STORES surviving such merger as the Borrower, NUMBER...Credit Agreement • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
Page Schedules Schedule I - Revolving Credit Commitments Schedule II - Subsidiary Guarantors Schedule 1.1A - Certain Security Interests and Guarantees Schedule 1.1B - Credit Card Agreements Schedule 1.7(b) - Adjustments to Consolidated EBITDA Schedule 5.10(a) - ERISA Compliance Schedule 5.11 - Subsidiaries and Other Equity Investments Schedule 8.13 - Post Closing Items Schedule 9.1(b) - Existing Liens Schedule 9.2(f) - Existing Investments Schedule 9.3(b) - Existing Indebtedness Schedule 9.6(c) - Permitted Restricted Payments Schedule 9.8(h) - Existing Transactions with Affiliates Schedule 9.9 - Burdensome Agreements Schedule 12.8 - Administrative Agent’s Office, Certain Addresses for Notices
AMENDMENT NO. 6 TO THE ABL CREDIT AGREEMENTCredit Agreement • November 7th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 13, 2012, among NUMBER MERGER SUB, INC., a California corporation and the initial Borrower (which on the Effective Date shall be merged with and into 99 CENTS ONLY STORES LLC (f/k/a 99¢ ONLY STORES), a California limited liability company (the “Company”), with the Company surviving such merger as the successor Borrower), NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, TPG SPECIALTY LENDING, INC., as agent for the FILO Lenders as of the Amendment No. 5 Effective Date (in such capacity, including any successor thereto, the “FILO Agent”), and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of January 13, 2012 between (a) ROYAL BANK OF CANADA (“Royal Bank”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for (i) the financial institutions, lenders and investors party from time to time to the ABL Credit Agreement referred to below (such financial institutions, lenders and investors together with their respective successors, assigns and transferees, including any letter of credit issuers under the ABL Credit Agreement, the “ABL Lenders”), (ii) any ABL Cash Management Affiliates (as defined below) and (iii) any ABL Hedging Affiliates (as defined below) (such ABL Cash Management Affiliates and ABL Hedging Affiliates, together with the ABL Agent and the ABL Lenders and any other secu
BANK OF AMERICA BUSINESS LOAN AGREEMENT NATIONAL TRUST AND SAVINGS ASSOCIATION This Agreement dated as of JANUARY 15, 1997, is between BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank") and 99 CENTS ONLY STORES (the "Borrower"). 1....Business Loan Agreement • March 31st, 1998 • 99 Cents Only Store • Retail-variety stores • California
FIRST AMENDMENT TO LEASELease • February 12th, 2013 • 99 Cents Only Stores • Retail-variety stores
This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between Au Zone Investment #2, L.P., a California limited partnership (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:
CONSULTING AGREEMENTConsulting Agreement • September 11th, 2015 • 99 Cents Only Stores LLC • Retail-variety stores • California
This Consulting Agreement (the “Agreement”) is made as of May 26, 2015 (the “Effective Date”), by and among Andrew A. Giancamilli (“Consultant”), 99 Cents Only Stores LLC (the “Company”) and Number Holdings, Inc. (“Parent”).
CANADA PENSION PLAN INVESTMENT BOARD One Queen Street East, Suite 2600 P.O. Box 101 Toronto, Ontario M5C 2W5 October 11, 2011 Number Holdings, Inc. c/o Ares Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Re: Acquisition of...Merger Agreement • October 12th, 2011 • 99 Cents Only Stores • Retail-variety stores • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among Number Holdings, Inc., a Delaware corporation (“Parent”), Number Merger Sub, Inc., a California corporation (“Merger Sub”) and 99 Cents Only Stores, a California corporation (the “Company”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). This letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. Concurrently with the delivery of this letter, Ares Corporate Opportunities Fund III, L.P. is also entering into a letter agreement committing to provide equity financing to Parent in accordance with the terms thereof (the “Other Sponsor Letter”).
LIMITED GUARANTEELimited Guarantee • October 11th, 2011 • 99 Cents Only Stores • Retail-variety stores • California
LIMITED GUARANTEE, dated as of October 11, 2011 (this “Limited Guarantee”), by Ares Corporate Opportunities Fund III, L.P. (the “Guarantor”) in favor of 99 Cents Only Stores, a California corporation, (the “Guaranteed Party”).
SEVERANCE AGREEMENTSeverance Agreement • April 22nd, 2015 • 99 Cents Only Stores LLC • Retail-variety stores • California
THIS SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the 17th day of April, 2013, by and between 99¢ ONLY STORES, a California corporation (the “Company”), and Michael Kvitko, (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
This SECURITY AGREEMENT, dated as of January 13, 2012 (this “Agreement”), among NUMBER MERGER SUB, INC., a California corporation (which on the Effective Date shall be merged with and into 99¢ ONLY STORES, a California corporation (the “Company”), with the Company surviving such merger as the Borrower (the “Borrower”), NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors set forth on Schedule I hereto and Royal Bank of Canada, as Collateral Agent for the Secured Parties.
OPTION AGREEMENTOption Agreement • April 20th, 1998 • 99 Cents Only Store • Retail-variety stores • Minnesota
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of this 17th day of November, 1997, by and among Universal International, Inc., a Minnesota corporation (the "Company") and 99 Cents Only...Registration Rights Agreement • November 28th, 1997 • 99 Cents Only Store • Retail-variety stores • Minnesota
GUARANTY dated as of January 13, 2012 among NUMBER HOLDINGS, INC., as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and ROYAL BANK OF CANADA, as Administrative Agent and Collateral AgentGuaranty • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
This GUARANTY, dated as of January 13, 2012 (this “Guaranty"), is among NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), and the other Guarantors set forth on Schedule I hereto and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Secured Parties (as defined below).
CONTRIBUTION AND EXCHANGE AGREEMENT BY AND AMONG NUMBER HOLDINGS, INC. 99 CENTS ONLY STORES LLC AND THE OTHER PARTIES HERETO DATED DECEMBER 14, 2017Contribution and Exchange Agreement • December 14th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated December 14, 2017, by and among Number Holdings, Inc., a Delaware corporation (“Number Holdings”), 99 Cents Only Stores LLC, a California limited liability company (the “Company” and, together with Number Holdings, the “Company Entities”), AF III Holdings A S.a.r.l., a Luxembourg company (“Ares”), and CPP Investment Board (USRE II) Inc., a Canadian corporation (“CPPIB” and, together with Ares, the “Sponsor Noteholders”).
FIRST AMENDMENT TO LEASELease • August 9th, 2013 • 99 Cents Only Stores • Retail-variety stores
This FIRST AMENDMENT TO LEASE is dated as of June 12, 2013, by and between Au Zone Investment #2, L.P., a California limited partnership (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:
AGREEMENTAgreement • September 9th, 2005 • 99 Cents Only Stores • Retail-variety stores
This Agreement is entered into between David Gold and 99¢ Only Stores (the "Company") to set forth in writing certain prior agreements between them.
FIRST AMENDMENT TO LEASELease • February 12th, 2013 • 99 Cents Only Stores • Retail-variety stores
This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between Au Zone Investment #2, L.P., a California limited partnership (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:
99¢ Only Stores 1996 Stock Option Plan Performance Stock Unit Award Agreement Fiscal 2008 to fiscal 2012 Performance PeriodPerformance Stock Unit Award Agreement • January 16th, 2008 • 99 Cents Only Stores • Retail-variety stores • California
by 99¢ Only Stores of Performance Stock Units (“Performance Stock Units” or “PSUs”), which represent the right to earn, on a one-for-one basis, shares of the Company’s common stock (“Shares”), pursuant to and subject to the provisions of the Company’s 1996 Stock Option Plan, as amended from time to time (the “Plan”) and to the terms and conditions set forth in this PSU Award Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meaning in this PSU Award Agreement.
FIRST AMENDMENT TO LEASELease • February 12th, 2013 • 99 Cents Only Stores • Retail-variety stores
This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between HKJ Gold, Inc., a California corporation (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:
The Gold Family99 Cents Only Stores • April 2nd, 2007 • Retail-variety stores
Each of (1) HKJ Gold, Inc., (2) 14139 Paramount Properties, (3) Howard Gold, Jeff Gold and Eric J. Schiffer and Karen R. Schiffer, (4) Howard Gold, Karen Schiffer and Jeff Gold dba 14901 Hawthorn Boulevard Partnership, (5) David & Sherry Gold, (6) 6135-6161 Atlantic Boulevard and (7) and Au Zone Investments #2, L.P., (the “Lessors”), hereby acknowledges that, to the extent that 99¢ Only Stores (the “Company”) did not pay rent increases as originally stipulated in the terms of the real property lease agreements between the Company and the Lessors set forth on Exhibit A hereto during calendar years 1995 through and including 2006, such amounts are not owing to the Lessors and the Lessors hereby waive any rights they may have, under such lease agreements or otherwise, to collect such amounts, or any related costs or other damages, from the Company, and fully and unconditionally release the Company from any claims for such amounts, costs or other damages.
