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”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 14th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores
THIS SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of December 14, 2017, by and among 99 Cents Only Stores LLC, a California limited liability company (the “Issuer”), 99 Cents Only Stores Texas, Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust, National Association, as trustee (the “Trustee”), under the Indenture dated as of December 29, 2011, as supplemented as of January 13, 2012 (the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Indenture.
