EXHIBIT 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 26th, 1998 • Rowe Furniture Corp • Household furniture • Georgia
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 17th, 2003 • Rowe Companies • Household furniture • Delaware
among ROWE FURNITURE, INC. AND CERTAIN OTHER SUBSIDIARIES OF THE ROWE COMPANIES THAT MAY HEREAFTER BECOME PARTY HERETO, as Lessees, THE ROWE COMPANIES, THE MITCHELL GOLD CO., ROWE PROPERTIES, INC., STOREHOUSE, INC., HOME ELEMENTS, INC., ROWE...Master Agreement • February 25th, 2000 • Rowe Companies • Household furniture
EXHIBIT (10.14) =============================================================== ================= GUARANTY AGREEMENTGuaranty Agreement • February 25th, 2000 • Rowe Companies • Household furniture • Virginia
betweenMaster Lease Agreement • February 25th, 2000 • Rowe Companies • Household furniture • Virginia
FIRST AMENDMENT TO THE SALARY CONTINUATION AGREEMENT BY AND BETWEEN ROWE FURNITURE CORPORATION AND ARTHUR H. DUNKINSalary Continuation Agreement • February 25th, 2000 • Rowe Companies • Household furniture
EXHIBIT (10.18) SECOND MODIFICATION TO REVOLVING CREDIT LOAN AGREEMENT THIS SECOND MODIFICATION TO REVOLVING CREDIT LOAN AGREEMENT ("Second Amendment"), made this 11th day of October, 2000, by and among THE ROWE COMPANIES, a Nevada Corporation,...Credit Loan Agreement • February 26th, 2001 • Rowe Companies • Household furniture
RECITALSRevolving Credit Loan Agreement • February 26th, 2001 • Rowe Companies • Household furniture
Exhibit (10.17) FIRST MODIFICATION TO SYNTHETIC LEASE FINANCING OPERATIVE DOCUMENTS THIS FIRST MODIFICATION TO SYNTHETIC LEASE FINANCING OPERATIVE DOCUMENTS ("First Modification"), made this 11th day of October, 2000, by and among ROWE FURNITURE,...Rowe Companies • February 26th, 2001 • Household furniture
EXHIBIT (10.13) =============================================================== ================= CONSTRUCTION AGENCY AGREEMENT dated as of August 27, 1999Construction Agency Agreement • February 25th, 2000 • Rowe Companies • Household furniture • Virginia
BACKGROUNDOmnibus Amendment • February 17th, 2004 • Rowe Companies • Household furniture • Virginia
APPENDIX A to Master Agreement, Lease, Loan Agreement and Construction Agency Agreement ------------------------------------------------Rowe Companies • February 25th, 2000 • Household furniture
LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • January 30th, 2006 • Rowe Companies • Household furniture • New York
LETTER OF CREDIT AGREEMENT (this “Agreement”), dated as of January 27, 2006, between Gerald M. Birnbach (the “Account Party”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (in such capacity, herein the “Agent”) for certain lenders (the “Lenders”) under the Credit Agreement dated as of January 6, 2006 (as the same may be amended, modified or supplemented from time to time, the “Credit Agreement”) among (a) Agent, (b) Lenders, (c) The Rowe Companies, Rowe Furniture, Inc. and Storehouse, Inc., as Borrowers (individually, a “Borrower” and collectively, the “Borrowers”), and (d) the other credit parties signatory thereto. Unless otherwise defined all capitalized terms used herein shall have the meaning given to them in the Credit Agreement.
THE ROWE COMPANIES NON-QUALIFIED STOCK OPTION AGREEMENTRowe Companies • February 28th, 2005 • Rowe Companies • Household furniture
This option is granted on 20 (the “Grant Date”) by The Rowe Companies, a Nevada corporation (the “Corporation”), to (“Optionee”), in accordance with the following terms and conditions:
September 9, 2005Rowe Companies • October 3rd, 2005 • Household furniture
FIFTH AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 28th, 2005 • Rowe Companies • Household furniture
THIS AGREEMENT, made and entered into this 3rd day of December, 1993, by and between ROWE FURNITURE CORPORATION, a Nevada corporation (hereinafter referred to as the “Company”), and BARRY A. BIRNBACH (hereinafter referred to as the “Employee”).
As of June 17, 2002Rowe Companies • February 28th, 2005 • Household furniture • Georgia
FOURTH OMNIBUS AMENDMENTFourth Omnibus Amendment • July 13th, 2005 • Rowe Companies • Household furniture • Virginia
This Fourth Omnibus Amendment, dated as of July 11, 2005 (this “Amendment”), is among ROWE FURNITURE, INC., a Virginia corporation (“Rowe Furniture”), THE ROWE COMPANIES, a Nevada corporation (“Rowe Companies”), ROWE PROPERTIES, INC., a California corporation, STOREHOUSE, INC., a Georgia corporation, ROWE DIVERSIFIED, INC., a Delaware corporation, and ROWE FURNITURE WOOD PRODUCTS, INC. (formerly known as The Wexford Collection, Inc.), a California corporation (“Guarantors”), ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership (the “Lessor”), certain financial institutions parties hereto as a lender (individually, a “Lender” and collectively, the “Lenders”) and SUNTRUST BANK (as successor to Crestar Bank), a Georgia banking corporation, as agent for the Lenders (in such capacity, the “Agent”).
AGENCY AGREEMENTAgency Agreement • October 13th, 2006 • Rowe Companies • Household furniture • Virginia
This Agency Agreement (the “Agreement”) is made as of this September 22, 2006, by and between STOREHOUSE, INC., with a principal place of business located at 4200 Perimeter Park So., Chamblee, GA 30341 (“Merchant”), and HUDSON CAPITAL PARTNERS, LLC, with a principal place of business located at 403C Towne Center Blvd., Suite 3, Ridgeland, MS 39157 (the “Agent”).
General Electric Capital CorporationRowe Companies • January 12th, 2006 • Household furniture
We refer to the Credit Agreement, dated as of the January 6, 2006 (the “Credit Agreement”), among The Rowe Companies, a Nevada corporation (“Rowe Companies”), Rowe Furniture, Inc., a Virginia corporation (“Rowe Furniture”) and Storehouse, Inc., a Georgia corporation (“Storehouse” and, together with Rowe Companies and Rowe Furniture collectively, the “Borrowers”); the other Credit Parties signatory thereto; General Electric Capital Corporation (in its individual capacity, “GE Capital”) for itself, as Lender, and as Agent for Lenders and the other Lenders signatory thereto from time to time. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.
CREDIT AGREEMENT Dated as of January 6, 2006 among THE ROWE COMPANIES, ROWE FURNITURE, INC., and STOREHOUSE, INC., as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders,...Credit Agreement • January 12th, 2006 • Rowe Companies • Household furniture • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of January 6, 2006 among THE ROWE COMPANIES, a Nevada corporation (“Rowe Companies”), Rowe Furniture, Inc., a Virginia corporation (“Rowe Furniture”) and Storehouse, Inc., a Georgia corporation (“Storehouse”) (Rowe Companies, Rowe Furniture and Storehouse are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders; GE CAPITAL MARKETS, INC. (“GECMG”), as Lead Arranger and Bookrunner; and the other Lenders signatory hereto from time to time.
ASSET PURCHASE AGREEMENT dated as of December 20, 2006 among Lexington-Rowe Furniture Holding Corp. and The Rowe Companies and THE OTHER SELLERS NAMED HEREINAsset Purchase Agreement • December 27th, 2006 • Rowe Companies • Household furniture • Delaware
THIS ASSET PURCHASE AGREEMENT is made and entered into as of this 20th day of December, 2006, by and between (i) Lexington-Rowe Furniture Holding Corp., a Delaware corporation (“Purchaser”), and (ii) The Rowe Companies, a Nevada corporation (“ParentCo”), and each of its subsidiaries listed on the signature pages of this Agreement (ParentCo and each of its subsidiaries listed on the signature pages to this Agreement, each a “Seller” and collectively, “Sellers”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this 28th day of February, 2003, by and among THE ROWE COMPANIES, a Nevada corporation, ROWE DIVERSIFIED, INC., a Delaware corporation, ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation, ROWE PROPERTIES, INC., a California corporation, STOREHOUSE, INC., a Georgia corporation, ROWE FURNITURE, INC., a Virginia corporation, and THE MITCHELL GOLD CO., a North Carolina corporation (hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below), and FLEET CAPITAL CORPORATION, a Rhode Island corporation in its capacity as collateral and administrative agent for itself and Lenders (together with its successors in such capacity, “Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2006 • Rowe Companies • Household furniture
This AMENDMENT TO EMPLOYMENT AGREEMENT (this Amendment) is made and entered into on this 11th day of April, 2006, by and between THE ROWE COMPANIES (formerly known as Rowe Furniture Corporation), a Nevada corporation, and its successors and assigns (hereinafter referred to as Employer), and GERALD M. BIRNBACH (hereinafter referred to as Birnbach) for the purpose of modifying that certain Employment Agreement between the parties hereto dated February 2, 1998, but effective December 1, 1997 (the “Employment Agreement”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this day of September, 2004, by and among THE ROWE COMPANIES, a Nevada corporation (“Rowe Companies”), ROWE DIVERSIFIED, INC., a Delaware corporation (“Diversified”), ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation (“Rowe Wood”), ROWE PROPERTIES, INC., a California corporation (“Rowe Properties”), STOREHOUSE, INC., a Georgia corporation (“Storehouse”), and ROWE FURNITURE, INC., a Virginia corporation (“Rowe Furniture”; Rowe Companies, Diversified, Rowe Properties, Storehouse, Rowe Wood and Rowe Furniture are sometimes hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below) and FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral and administrative agent for itself and Lenders €together with its successors in su
FIRST MODIFICATION TO SYNTHETIC LEASE FINANCING OPERATIVE DOCUMENTSLease Financing Operative Documents • February 28th, 2005 • Rowe Companies • Household furniture
Notwithstanding the foregoing, the maximum Facility Fee for periods prior to the first day of the fiscal quarter ending on or about December 3, 2000 shall not exceed .35%. Nothing herein contained shall he construed as a retroactive adjustment of fees.
April 14, 2005Rowe Companies • April 18th, 2005 • Household furniture • Georgia
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this 10th day of October, 2002, by and among THE ROWE COMPANIES, a Nevada corporation, ROWE DIVERSIFIED, INC., a Delaware corporation, ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation, ROWE PROPERTIES, INC., a California corporation, STOREHOUSE, INC., a Georgia corporation, ROWE FURNITURE, INC., a Virginia corporation, and THE MITCHELL GOLD CO., a North Carolina corporation (hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below), and FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral and administrative agent for itself and Lenders (together with its successors in such capacity, “Agent”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this day of November, 2003, by and among THE ROWE COMPANIES, a Nevada corporation (“Rowe Companies”), ROWE DIVERSIFIED, INC., a Delaware corporation (“Diversified”), ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation (“Rowe Wood”), ROWE PROPERTIES, INC., a California corporation (“Rowe Properties”), STOREHOUSE, INC., a Georgia corporation (“Storehouse”), and ROWE FURNITURE, INC., a Virginia corporation (“Rowe Furniture”: Rowe Companies, Diversified, Rowe Properties, Storehouse, Rowe Wood and Rowe Furniture are sometimes hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below), and FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral and administrative agent for itself and Lenders (together with its successors in su
EIGHTH AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 28th, 2005 • Rowe Companies • Household furniture
THIS AGREEMENT, made and entered into this 1st day of December, 1999, by and between THE ROWE COMPANIES, a Nevada corporation (hereinafter referred to as the “Company”), and BARRY A. BIRNBACH (hereinafter referred to as the “Employee”).
SIXTH AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 28th, 2005 • Rowe Companies • Household furniture
THIS AGREEMENT, made and entered into this 7th day of December, 1995, by and between ROWE FURNITURE CORPORATION, a Nevada corporation (hereinafter referred to as the “Company”), and BARRY A. BIRNBACH (hereinafter referred to as the “Employee”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSLoan and Security Agreement And • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made and entered into this 3rd day of April, 2003, by and among THE ROWE COMPANIES, a Nevada corporation, ROWE DIVERSIFIED, INC., a Delaware corporation, ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation, ROWE PROPERTIES, INC., a California corporation, STOREHOUSE, INC., a Georgia corporation, and ROWE FURNITURE, INC., a Virginia corporation, (hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below), and FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral and administrative agent for itself and Lenders (together with its successors in such capacity, “Agent”).
BACKGROUNDSecond Omnibus • February 17th, 2004 • Rowe Companies • Household furniture • Virginia
SALES AGREEMENTSales Agreement • April 4th, 2005 • Rowe Companies • Household furniture • Virginia
THIS AGREEMENT is made and entered into as of the day of March 2005, by and between ROWE PROPERTIES, INC, a Virginia corporation (hereinafter “Seller”) and HASH INVESTMENTS, LLC. a Virginia Limited Liability Company (hereinafter “Purchaser”).
AGREEMENT OF SALE by and between ROWE PROPERTIES JESSUP, INC. as Seller and KENWOOD MANAGEMENT COMPANY, LLC as PurchaserAgreement of Sale • May 2nd, 2005 • Rowe Companies • Household furniture • Maryland
THIS AGREEMENT OF SALE (this “Agreement”) is made as of the 26th day of April, 2005, by and between ROWE PROPERTIES JESSUP, INC., a Maryland corporation (the “Seller”), and KENWOOD MANAGEMENT COMPANY, LLC, a Maryland limited liability company, and/or its permitted assigns (collectively, the “Purchaser”).
