0001104659-13-082867 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2013 • 99 Cents Only Stores LLC • Retail-variety stores • California

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 3, 2013 (the “Effective Date”), is entered into by and among 99¢ Only Stores, a California corporation (the “Company”), and Stephane Gonthier (“Executive”).

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LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • November 8th, 2013 • 99 Cents Only Stores LLC • Retail-variety stores • California

This Limited Liability Company Agreement of 99 Cents Only Stores LLC (the “Company”), dated as of October 18, 2013 (this “Agreement”), is entered into by Number Holdings, Inc., the sole member of the Company (the “Member”).

AMENDMENT NO. 2 TO THE TERM CREDIT AGREEMENT
The Term Credit Agreement • November 8th, 2013 • 99 Cents Only Stores LLC • Retail-variety stores • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of October 8, 2013, among 99¢ ONLY STORES (the “Borrower”), NUMBER HOLDINGS, INC. (“Holdings”), each other Loan Party party hereto, each Incremental Lender party hereto, each Lender party or consenting in writing hereto and ROYAL BANK OF CANADA (“Royal Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), to the Existing Credit Agreement (as defined below). Unless otherwise indicated, capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

AMENDMENT NO. 2 TO THE ABL CREDIT AGREEMENT
Abl Credit Agreement • November 8th, 2013 • 99 Cents Only Stores LLC • Retail-variety stores • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of October 8, 2013, among 99¢ ONLY STORES (the successor by merger with Number Merger Sub, Inc.) (the “Borrower”), NUMBER HOLDINGS, INC. (“Holdings”), each other Loan Party party hereto, each Lender party hereto and ROYAL BANK OF CANADA (“Royal Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), to the Existing Credit Agreement (as defined below). Unless otherwise indicated, capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit Agreement referred to below.

Stock Purchase Agreement
Stock Purchase Agreement • November 8th, 2013 • 99 Cents Only Stores LLC • Retail-variety stores • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 30, 2013, by and between Number Holdings, Inc., a Delaware corporation (the “Company”) and Avenue of the Stars Investments LLC, a Delaware limited liability company (the “Purchaser”).

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