0001047469-14-005201 Sample Contracts

ASSUMPTION AGREEMENT
Assumption Agreement • May 28th, 2014 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware

THIS ASSUMPTION AGREEMENT (this “Agreement”) is made as of this 2nd day of April, 2014, by and between Container Store Group, Inc., a Delaware corporation (the “Company” and formerly known as TCS Holdings, Inc.) and William A. Tindell III (“Tindell”) and Rufus Tindell LLC, a Texas limited liability company, the sole Manager of which is Tindell (said LLC being hereinafter referred to as “Rufus LLC”).

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AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • May 28th, 2014 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York

THIS AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of April 8, 2013 (the “Effective Date”), is among JPMORGAN CHASE BANK, N.A., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the ABL Lenders and JPMORGAN CHASE BANK, N.A., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Term Agent”) for the Term Lenders (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Intercreditor Agreement (as defined below)).

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