RESTORATION HARDWARE HOLDINGS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 2013 • Restoration Hardware Holdings Inc • Retail-furniture stores • New York
RESTORATION HARDWARE HOLDINGS, INC. (a Delaware corporation) — Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • September 19th, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • New York
FIRST AMENDMENT TO NINTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 26th, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • New York
WHEREAS, the Borrowers have requested that the Domestic Lenders make available to the Domestic Borrowers a revolving credit facility (including a letter of credit sub-facility) in an initial maximum amount not to exceed $300,000,000, and a first in, last out revolving credit facility in a maximum principal amount not to exceed $17,500,000, the proceeds of which, in each case, shall be used by the Domestic Borrowers for purposes permitted under, and otherwise in accordance with and subject to the terms of, this Agreement;
TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • October 25th, 2021 • Rh • Retail-furniture stores • New York
FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [—] day of [—], 2012 (the “Effective Date”) by and between Restoration Hardware Holdings, Inc., a Delaware corporation (the “Company”), and [—] (the “Indemnitee”).
INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N. A., as First Lien Agent, andIntercreditor Agreement • April 16th, 2019 • Rh • Retail-furniture stores • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of April 9, 2019, between:
REGISTRATION RIGHTS AGREEMENT by and among RESTORATION HARDWARE HOLDINGS, INC., HOME HOLDINGS, LLC, CP HOME HOLDINGS, LLC, TOWER THREE HOME LLC, GLENHILL CAPITAL OVERSEAS MASTER FUND LP, GLENHILL CAPITAL LP, THE GLENN J. KREVLIN REVOCABLE TRUST AND...Registration Rights Agreement • April 29th, 2013 • Restoration Hardware Holdings Inc • Retail-furniture stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2012, by and among Restoration Hardware Holdings, Inc., a Delaware corporation (the “Company”), Home Holdings, LLC, a Delaware limited liability company (“HH”), CP Home Holdings, LLC (“Catterton”), Tower Three Home LLC (“Tower Three”), Glenhill Capital Overseas Master Fund LP, Glenhill Capital LP, the Glenn J. Krevlin Revocable Trust and the Krevlin 2005 Gift Trust (collectively “Glenhill”), and each registered or beneficial owner of shares of common stock of the Company listed on Schedule A hereto that has signed a Consent of Holder of Registrable Securities (such parties and each Person listed on Schedule A hereto, individually, a “Holder” and, collectively, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2013 • Restoration Hardware Holdings Inc • Retail-furniture stores • California
This Employment Agreement (the “Agreement”) is entered into as of November 1, 2012 (the “Effective Date”), by and between Restoration Hardware, Inc., a Delaware corporation, with a business address of 15 Koch Road, Suite J, Corte Madera, CA 94925 (the “Company”), and Karen Boone, an individual (the “Executive”).
RH AS ISSUER AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE INDENTURE DATED AS OF SEPTEMBER 17, 2019 0.00% CONVERTIBLE SENIOR NOTES DUE 2024Fundamental Change Purchase • September 18th, 2019 • Rh • Retail-furniture stores • New York
INDENTURE dated as of September 17, 2019 between RH, a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
STOCKHOLDERS AGREEMENT by and among RESTORATION HARDWARE HOLDINGS, INC., and HOME HOLDINGS, LLC Dated as of November 7, 2012Stockholders Agreement • April 29th, 2013 • Restoration Hardware Holdings Inc • Retail-furniture stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 7, 2012 (the “Effective Date”), is by and among Restoration Hardware Holdings, Inc., a Delaware corporation (the “Company”) and Home Holdings, LLC, a Delaware limited liability company (“HH” or the “Sponsor”).
CREDIT AGREEMENT Dated as of April 9, 2019 among RESTORATION HARDWARE, INC., as the Lead Borrower For The Borrowers Named Herein, The Guarantors Named Herein, BSP AGENCY, LLC as Administrative Agent and Collateral Agent and The Lenders Party HeretoCredit Agreement • April 16th, 2019 • Rh • Retail-furniture stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 9, 2019, among RESTORATION HARDWARE, INC., a Delaware corporation, as a Borrower (as hereinafter defined) and the Lead Borrower (as hereinafter defined), the Guarantors, each Lender (as hereinafter defined) from time to time party hereto, and BSP AGENCY, LLC, as Agent (as hereinafter defined).
April 7, 2022 PARTIAL TERMINATION AGREEMENT dated as of April 7, 2022 Between RH and [DEALER]Partial Termination Agreement • April 13th, 2022 • Rh • Retail-furniture stores • New York
THIS PARTIAL TERMINATION AGREEMENT (this “Agreement”) with respect to the Base Warrants Confirmation (as defined below) is made as of April 7, 2022, between RH (“Company”) and [Dealer] (“Dealer”).
AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • March 30th, 2016 • Restoration Hardware Holdings Inc • Retail-furniture stores • California
This Amended and Restated Aircraft Time Sharing Agreement (“Agreement”) is entered into this 29th day of March, 2016 (“Effective Date”) by and between Restoration Hardware, Inc., a Delaware corporation (“Lessor”), and Gary G. Friedman, an individual (“Lessee”). Lessor and Lessee are hereinafter sometimes referred to individually as “Party” and also collectively as “Parties”.
FORM OF TIME-VESTED RESTRICTED STOCK UNIT AGREEMENT RH 2023 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • April 24th, 2023 • Rh • Retail-furniture stores • Delaware
You (the “Grantee”) have been granted an award of Restricted Stock Units (this “Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the RH 2023 Stock Incentive Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.
TENTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 24, 2014 among RESTORATION HARDWARE, INC., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein BANK OF AMERICA, N.A. as Administrative Agent and Collateral...Credit Agreement • December 1st, 2014 • Restoration Hardware Holdings Inc • Retail-furniture stores • New York
WHEREAS, the Borrowers have requested that the Domestic Lenders make available to the Domestic Borrowers a revolving credit facility (including a letter of credit sub-facility) in an initial maximum amount not to exceed $600,000,000, the proceeds of which shall be used by the Domestic Borrowers for purposes permitted under, and otherwise in accordance with and subject to the terms of, this Agreement;
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of [ ], 2012, effective as of the Effective Date (as defined below), by and between Restoration Hardware, Inc., a Delaware corporation, with a business address of 15 Koch Road, Suite J, Corte Madera, CA 94925 (the “Company”), and Carlos Alberini, an individual with a residence address of [ ] (the “Executive”).
THIRD AMENDMENT TO ELEVENTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 5th, 2019 • Rh • Retail-furniture stores • New York
This Third Amendment to Eleventh Amended and Restated Credit Agreement (this “Amendment”) dated as of April 4, 2019 is entered into among:
RESTORATION HARDWARE HOLDINGS, INC. AS ISSUER AND RESTORATION HARDWARE, INC. AS GUARANTOR AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE INDENTURE DATED AS OF JUNE 23, 2015 0.00% CONVERTIBLE SENIOR NOTES DUE 2020Indenture • June 24th, 2015 • Restoration Hardware Holdings Inc • Retail-furniture stores • New York
INDENTURE dated as of June 23, 2015 between Restoration Hardware Holdings, Inc., a Delaware corporation (the “Company”), Restoration Hardware, Inc., a Delaware corporation, as guarantor (the “Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTInventions Agreement • April 29th, 2013 • Restoration Hardware Holdings Inc • Retail-furniture stores • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of November 1, 2012, effective as of the Effective Date (as defined below), by and between Restoration Hardware, Inc., a Delaware corporation, with a business address of 15 Koch Road, Suite J, Corte Madera, CA 94925 (the “Company”), and Carlos Alberini, an individual with a residence address of [ ] (the “Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 3rd, 2013 • Restoration Hardware Holdings Inc • Retail-furniture stores • California
This Executive Employment Agreement (the “Agreement”) is entered into as of July 2, 2013, (the “Effective Date”), by and between Restoration Hardware, Inc., a Delaware corporation, with a business address of 15 Koch Road, Suite J, Corte Madera, CA 94925 (the “Company”), and Gary Friedman, an individual with a residence address of [ ] (the “Executive”). For purposes of this Agreement, “RHH Group” means Restoration Hardware Holdings, Inc., a Delaware corporation (“Holdings”), the Company and their subsidiaries.
FOURTH AMENDMENT TO ELEVENTH AMENDED AND RESTATED CREDIT AGREEMENTAgreement • May 31st, 2019 • Rh • Retail-furniture stores • New York
This Fourth Amendment to Eleventh Amended and Restated Credit Agreement (this “Amendment”) dated as of May 31, 2019 is entered into among:
SECOND AMENDMENT TO NINTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 20th, 2013 • Restoration Hardware Holdings Inc • Retail-furniture stores • New York
WHEREAS, the Borrowers, certain of the Lenders, and the Agent, among others, have entered into a certain Ninth Amended and Restated Credit Agreement dated as of August 3, 2011 (as amended and in effect, the “Credit Agreement”); and
TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • May 17th, 2022 • Rh • Retail-furniture stores • New York
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a term loan credit facility in an initial principal amount of $2,000,000,000, the proceeds of which shall be used by the Borrower for purposes permitted under, and otherwise in accordance with and subject to the terms of, this Agreement;
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2013 • Restoration Hardware Holdings Inc • Retail-furniture stores
This Amendment to Amended and Restated Employment Agreement is entered into as of July 2, 2013, by and between Restoration Hardware, Inc., a Delaware corporation, with a business address of 15 Koch Road, Suite J, Corte Madera, CA 94925 (the “Company”), and Carlos Alberini (the “Executive”).
December 21, 2011 Jim StewartRestoration Hardware Holdings Inc • June 26th, 2012 • Retail-furniture stores • California
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 31st, 2019 • Rh • Retail-furniture stores • New York
WHEREAS, reference is made to that certain Credit Agreement dated as of April 9, 2019 (as heretofore or hereafter amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by, among others, the Lead Borrower, the other Borrowers party thereto, the Guarantors, the Lenders party thereto, and the Agent; and
FORM OF AGREEMENT FOR CERTAIN EXECUTIVES FOR REPLACEMENT SHARES UNDER THERestoration Hardware Holdings Inc • October 31st, 2012 • Retail-furniture stores
The issuance of the Shares pursuant to this Agreement is subject to the terms of the Plan except to the extent the Plan is expressly modified by the terms of this Agreement. This Agreement is intended to set forth some of the material terms of your replacement Shares. Please review the attached Plan document carefully as it contains important additional terms applicable to your replacement Shares that are not set forth in this Agreement. You hereby acknowledge and agree that as a result of this Agreement and the Replacement Agreement dated as of the date hereof among you, the Company and HH, you have no equity or other ownership interest in HH, you are not a member of HH and you have no further rights or obligations under any operating agreement of HH.
FIRST AMENDMENT TO ELEVENTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 12th, 2018 • Rh • Retail-furniture stores • New York
This First Amendment to Eleventh Amended and Restated Credit Agreement (this “Amendment”) dated as of June 12, 2018 is entered into among:
AMENDED AND RESTATED COMPENSATION AND SEVERANCE AGREEMENTCompensation and Severance Agreement • October 23rd, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • California
THIS AMENDED AND RESTATED COMPENSATION AND SEVERANCE AGREEMENT (this “Agreement”), is effective as of February 1, 2010, by and between RESTORATION HARDWARE, INC., a corporation incorporated under the laws of Delaware (the “Company”), and GARY G. FRIEDMAN (“Officer”) and is an amendment and restatement of (i) a previous offer letter dated March 15, 2001 offering Officer employment with the Company (the “Prior Offer Letter”), and (ii) a previous Compensation and Severance Agreement by and between the Company and Officer initially effective March 21, 2001, as most recently amended and restated effective as of February 4, 2004 and as further amended on December 31, 2008 (the “Compensation and Severance Agreement”).
COMPENSATION PROTECTION AGREEMENTCompensation Protection Agreement • March 29th, 2018 • Rh • Retail-furniture stores • California
This COMPENSATION PROTECTION AGREEMENT (this “Agreement”), is effective as of the ___ day of ______, 2018 by and between RH, a corporation incorporated under the laws of Delaware (the “Company”), and __________________ (“Executive”).
STOCK OPTION AGREEMENT FOR CERTAIN EXECUTIVES] RESTORATION HARDWARE HOLDINGS, INC. 2012 STOCK OPTION PLAN NOTICE OF STOCK OPTION AWARDStock Option Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • Delaware
You (the “Grantee”) have been granted an option to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Restoration Hardware Holdings, Inc. 2012 Stock Option Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.
EMPLOYEE FORM OF AWARD AGREEMENT FOR REPLACEMENT AWARDS UNDER THEEmployee Form of Award Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores
In connection with the initial public offering (“IPO”) of Restoration Hardware Holdings, Inc. (“Company”), Home Holdings, LLC (“HH) and the Company will be cancelling all Units issued under the HH Amended and Restated 2008 Team Resto Ownership Plan (“TROP”) and replacing such Units with Awards under the Restoration Hardware Holdings, Inc. 2012 Equity Replacement Plan (“Plan”). The Plan and this award agreement, including Appendix A attached hereto (“Award Agreement”), outline the terms of your replacement Award. Capitalized terms, unless otherwise defined herein, have the meaning given to such terms in the Plan.
RH AS ISSUER AND AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 31, 2018Supplemental Indenture • September 5th, 2018 • Rh • Retail-furniture stores • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 31, 2018 between RH, a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
FIRST AMENDMENT TO TENTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 12th, 2015 • Restoration Hardware Holdings Inc • Retail-furniture stores • New York
This First Amendment to Tenth Amended and Restated Credit Agreement (this “Amendment”) dated as of August 12, 2015 is entered into among:
TERMINATION AGREEMENT dated as of April [__], 2022Termination Agreement • April 18th, 2022 • Rh • Retail-furniture stores • New York
THIS TERMINATION AGREEMENT (this “Agreement”) with respect to the Base Warrants Confirmation and Additional Warrants Confirmation (each as defined below) is made as of April [__], 2022, between RH (“Company”) and [Dealer] (“Dealer”).
