GREGG APPLIANCES, INC., as Issuer, HHG DISTRIBUTING, LLC, as Subsidiary Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Indenture Dated as of February 3, 2005 9% Senior Notes due 2013Indenture • April 18th, 2007 • Hhgregg, Inc. • New York
INDENTURE, dated as of February 3, 2005, among GREGG APPLIANCES, INC., an Indiana corporation (the “Company”), HHG DISTRIBUTING, LLC, an Indiana limited liability company (“Subsidiary Guarantor”), and Wells Fargo Bank, National Association, as Trustee.
LOAN AND SECURITY AGREEMENT by and among GREGG APPLIANCES, INC. as Borrower and HHG DISTRIBUTING, LLC as Guarantor CONGRESS FINANCIAL CORPORATION (CENTRAL) as Administrative Agent and Collateral Agent WACHOVIA CAPITAL MARKETS LLC as Sole Lead Arranger...Loan and Security Agreement • April 18th, 2007 • Hhgregg, Inc. • New York
This Loan and Security Agreement, dated February 3, 2005 (the “Agreement”), is entered into by and among Gregg Appliances, Inc. an Indiana corporation (“Borrower”), HHG Distributing, LLC, an Indiana limited liability company (“Guarantor”), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”), Congress Financial Corporation (Central), an Illinois corporation (“Congress”), in its capacity as administrative agent and collateral agent for Lenders (in such capacity “Agent”), Wachovia Capital Markets LLC, a Delaware limited liability company (“WCM”), in its capacity as lead arranger and bookrunner for the credit facility (in such capacity, the “Lead Arranger”), and Wachovia Bank, National Association, in is capacity as syndication agent for the credit facility.
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2007 • Hhgregg, Inc.
THIS AGREEMENT is entered into as of October 19, 2004 between Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Jerry W. Throgmartin (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GREGG INVESTMENT CORPORATION, LLC GIC CORPORATION, GREGG APPLIANCES, INC. AND THE SELLERS NAMED HEREINAgreement and Plan of Merger • April 18th, 2007 • Hhgregg, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made this 19th day of October, 2004 (the “Execution Date”), by and among Gregg Investment Corporation, LLC, a Delaware limited liability company (“Investor”), GIC Corporation, an Indiana corporation (the “Merger Sub”), Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Jerry W. Throgmartin, Gregg William Throgmartin (on his own behalf and as trustee for the Jerry W. Throgmartin Charitable Trust and the Jerry W. Throgmartin Irrevocable Trust for the benefit of Christy and Nicky Throgmartin), Kelli Throgmartin Ball, Sandra M. Throgmartin, Janice K. Malone, Monica L. Adams, William G. Throgmartin and Dennis L. May, each an individual residing in the State of Indiana, (collectively, the “Sellers” and each individually, a “Seller”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 18th, 2007 • Hhgregg, Inc. • New York
This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 13, 2006, is entered into by and among Gregg Appliances, Inc., an Indiana corporation (“Borrower”), HHG Distributing, LLC, an Indiana limited liability company (“Guarantor”), the financial institutions from time to time parties to the Loan Agreement (as hereinafter defined) as lenders (individually, each a “Lender” and collectively, “Lenders”), and Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation (Central), as agent for Lenders (in such capacity, “Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2007 • Hhgregg, Inc.
THIS AMENDMENT to Employment Agreement (this “Amendment”), dated as of April 12, 2007, is made by and among Gregg Appliances, Inc., an Indiana corporation (“Gregg Appliances”), hhgregg, Inc., a Delaware corporation (“hhgregg”), and Jerry W. Throgmartin (“Executive”).
STOCKHOLDERS AGREEMENT by and among FS EQUITY PARTNERS V, L.P., GREGG INVESTMENT CORPORATION, LLC, JERRY W. THROGMARTIN, GREGG WILLIAM THROGMARTIN, DENNIS L. MAY, AND GREGG APPLIANCES, INC. February 3, 2005Stockholders Agreement • April 18th, 2007 • Hhgregg, Inc. • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2005 by and among Gregg Appliances, Inc., an Indiana corporation (the “Company”), Gregg Investment Corporation, LLC, a Delaware limited liability company (the “Investor”), FS Equity Partners V, L.P., a Delaware limited partnership and the sole member of Investor (“FSEP V” and, collectively with Investor, the “Investor Parties”), and Jerry W. Throgmartin, Gregg William Throgmartin, and Dennis L. May (each of such three individuals, an “Existing Stockholder” and, collectively, the “Existing Stockholders”).
GUARANTEEGuarantee • April 18th, 2007 • Hhgregg, Inc. • New York
THIS GUARANTEE, dated February 3, 2005 (as amended, modified, supplemented, extended, renewed, restated or replaced, this “Guarantee”), is by HHG DISTRIBUTING, LLC, an Indiana limited liability company (“Guarantor”), with its chief executive office at 4151 East 96th Street, Indianapolis, Indiana 46240, in favor of CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois corporation, as administrative agent for the Lenders described below (in such capacity, together with its successors and assigns, “Agent”), having an office at 150 South Wacker Drive, Chicago, Illinois 60606.
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 18th, 2007 • Hhgregg, Inc. • Delaware
This First Amendment to Stockholders Agreement (this “Amendment”), dated as of March 8, 2005, relates to the Stockholders Agreement (as amended and in effect from time to time, the “Stockholders Agreement”) by and among Gregg Appliances, Inc., an Indiana corporation (the “Company”), Gregg Investment Corporation, LLC, a Delaware limited liability company (the “Investor”), FS Equity Partners V, L.P., a Delaware limited partnership (“FSEP V”), Jerry W. Throgmartin, Gregg William Throgmartin and Dennis L. May.
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Collateral Assignment and Security Agreement • April 18th, 2007 • Hhgregg, Inc. • New York
THIS TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT, dated February 3, 2005 (as amended, modified, supplemented, restated or replaced, this “Trademark Security Agreement”), is by and between GREGG APPLIANCES, INC., an Indiana corporation (“Debtor”), with its chief executive office at 4151 East 96th Street, Indianapolis, Indiana 46240, and CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois corporation, in its capacity as agent for the Lenders described below (in such capacity, “Secured Party”), having an office at 150 South Wacker Drive, Chicago, Illinois 60606.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2007 • Hhgregg, Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2005 by and among Gregg Appliances, Inc., an Indiana corporation (the “Company”), Gregg Investment Corporation, LLC, a Delaware limited liability company (the “Investor”), and Jerry W. Throgmartin, Gregg William Throgmartin, and Dennis L. May (each of such three individuals, an “Existing Stockholder” and, collectively, the “Existing Stockholders”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 18th, 2007 • Hhgregg, Inc. • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of this 13th day of January 2005, by and among Gregg Investment Corporation, LLC, a Delaware limited liability company (“Investor”), GIC Corporation, an Indiana corporation (the “Merger Sub”), Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Jerry W. Throgmartin, Gregg William Throgmartin (on his own behalf and as trustee for the Jerry W. Throgmartin Charitable Trust and the Jerry W. Throgmartin Irrevocable Trust for the benefit of Christy and Nicky Throgmartin), Kelli Throgmartin Ball, Sandra M. Throgmartin, Janice K. Malone, Monica L. Adams, William G. Throgmartin and Dennis L. May, each an individual residing in the State of Indiana, (collectively, the “Sellers” and each individually, a “Seller”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SEVERANCE AGREEMENTSeverance Agreement • April 18th, 2007 • Hhgregg, Inc.
THIS AGREEMENT is entered into as of October 25, 2005 between Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Donald J. B. Van der Wiel (“Executive”).
APPLIANCES & ELECTRONICS Compensation AgreementCompensation Agreement • April 18th, 2007 • Hhgregg, Inc.
[Involuntary termination of employment prior to 5 years will result in early payout of Stay On Incentive; Voluntary termination will result in forfeiture]
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 18th, 2007 • Hhgregg, Inc. • New York
THIS PLEDGE AND SECURITY AGREEMENT, dated as of February 3, 2005 (as amended, modified, supplemented, restated or replaced, this “Pledge Agreement”), is by GREGG APPLIANCES, INC., an Indiana corporation (“Pledgor”), to and in favor of CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois corporation, in its capacity as agent for the Lenders described below (in such capacity, together with its successors and assigns, “Pledgee”).
GUARANTEEHhgregg, Inc. • April 18th, 2007
For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) hereby fully and unconditionally, jointly and severally, guarantees on a senior basis (the “Subsidiary Guarantee”) (i) the due and punctual payment of the principal of and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article Eleven of the Indenture (as defined below) and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. This Guarantee shall becom
ContractHhgregg, Inc. • April 18th, 2007 • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.
February 3, 2005 Mr. W. Gerald Throgmartin Gregg Appliances, Inc.Hhgregg, Inc. • April 18th, 2007
COLLATERAL ASSIGNMENT OF MERGER AGREEMENTSHhgregg, Inc. • April 18th, 2007 • New York
THIS COLLATERAL ASSIGNMENT OF MERGER AGREEMENTS, dated February 3, 2005 (as amended, modified, supplemented, restated or replaced, this “Assignment”), is by GREGG APPLIANCES, INC., a Delaware corporation (“Assignor”), with its chief executive office at 4151 East 96th Street, Indianapolis, Indiana 46240, in favor of CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois corporation, having an office at 150 South Wacker Drive, Chicago, Illinois 60606, in its capacity as agent (“Assignee”) pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the financial institutions which are parties thereto as lenders (each individually, a “Lender” and collectively, “Lenders”).
REGISTRATION RIGHTS AGREEMENT by and among FS EQUITY PARTNERS V, L.P. FS AFFILIATES V, L.P. CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM A.S.F. CO- INVESTMENT PARTNERS II, L.P. THE JERRY W. THROGMARTIN 2007 GRANTOR RETAINED ANNUITY TRUST JERRY W....Registration Rights Agreement • April 18th, 2007 • Hhgregg, Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2007 by and among hhgregg, Inc., a Delaware corporation (the “Company”), FS Equity Partners V, L.P., a Delaware limited partnership (“FSEP V”), FS Affiliates V, L.P., a Delaware limited partnership (“FSA V”), California State Teachers’ Retirement System, a government pension plan (“Cal STRS”), A.S.F. Co-Investment Partners II, L.P., a Delaware limited partnership (“ASF”), the Jerry W. Throgmartin 2007 Grantor Retained Annuity Trust (the “J. Throgmartin Trust”), and Jerry W. Throgmartin, Gregg William Throgmartin, and Dennis L. May (the “Individual Stockholders” and, collectively with the J. Throgmartin Trust, FSA V, Cal STRS and ASF, the “Existing Stockholders”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 18th, 2007 • Hhgregg, Inc. • Delaware
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of this 31st day of January 2005, by and among Gregg Investment Corporation, LLC, a Delaware limited liability company (“Investor”), GIC Corporation, an Indiana corporation (the “Merger Sub”), Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Jerry W. Throgmartin, an individual residing in the State of Indiana, in his capacity as Sellers’ Representative. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 18th, 2007 • Hhgregg, Inc. • New York
This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 17, 2007, is entered into by and among Gregg Appliances, Inc., an Indiana corporation (“Borrower”), HHG Distributing, LLC, an Indiana limited liability company (“Guarantor”), the financial institutions from time to time parties to the Loan Agreement (as hereinafter defined) as lenders (individually, each a “Lender” and collectively, “Lenders”), and Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation (Central), as agent for Lenders (in such capacity, “Agent”).
