A C Moore Arts & Crafts Inc Sample Contracts

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EXHIBIT 10.3 LOAN AGREEMENT BETWEEN
Loan Agreement • March 26th, 1998 • A C Moore Arts & Crafts Inc • Retail-retail stores, nec • New York
by and among A.C. MOORE INCORPORATED, as Borrower
Security Agreement • August 13th, 2001 • A C Moore Arts & Crafts Inc • Retail-hobby, toy & game shops • New York
EXHIBIT 10.7
Lease • March 25th, 1999 • A C Moore Arts & Crafts Inc • Retail-retail stores, nec
2,932,500 Shares* Common Stock (no par value)
Underwriting Agreement • February 21st, 2002 • A C Moore Arts & Crafts Inc • Retail-hobby, toy & game shops • Massachusetts
LOAN AGREEMENT BETWEEN
Loan Agreement • August 5th, 1997 • A C Moore Arts & Crafts Inc • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 27th, 2009 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 27, 2009, between A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”), and Glenhill Special Opportunities Master Fund LLC, a Delaware limited liability company (the “Purchaser”).

UNDERWRITING AGREEMENT
A C Moore Arts & Crafts Inc • October 7th, 1997 • Retail-retail stores, nec • Maryland
BACKGROUND:
Tax Indemnification Agreement • August 5th, 1997 • A C Moore Arts & Crafts Inc • New Jersey
among A.C. MOORE INCORPORATED, as Borrower
Credit Agreement • August 13th, 2001 • A C Moore Arts & Crafts Inc • Retail-hobby, toy & game shops • New York
A.C. MOORE INC. AGREEMENT THIS AGREEMENT is made this 4th day of June, 2001 by and between ---------------------
Agreement • August 13th, 2001 • A C Moore Arts & Crafts Inc • Retail-hobby, toy & game shops
CREDIT AGREEMENT Dated as of January 15, 2009 among A.C. MOORE INCORPORATED, as the Lead Borrower and THE OTHER BORROWERS PARTY HERETO and THE GUARANTORS PARTY HERETO and WELLS FARGO RETAIL FINANCE, LLC, as Administrative Agent, Collateral Agent and...
Credit Agreement • August 13th, 2009 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops • New York

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend, in each case on the terms and conditions set forth herein.

SECURITY AGREEMENT
Security Agreement • January 22nd, 2009 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops • New York

SECURITY AGREEMENT (this “Agreement”), dated as of January 15, 2009, by and among (a) each of the Persons listed on Schedule I hereto (each such Person, individually, a “Borrower” and, collectively, the “Borrowers”), (b) each of the Persons listed on Schedule II hereto (each such Person, individually, a “Guarantor” and, collectively, the “Guarantors”) (the Borrowers and the Guarantors are hereinafter referred to, individually, as a “Grantor” and, collectively with any other Person now or hereafter party hereto, as the “Grantors”), and (c) WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.

AMENDED AND RESTATED EMPLOYMENT LETTER
Employment Letter • August 25th, 2010 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops

This AMENDED AND RESTATED EMPLOYMENT LETTER, dated as of August 19, 2010 (the “Employment Letter”), is between A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (“Company”), and Joseph A. Jeffries (“Executive”) and amends and restates in entirety the Amended and Restated Employment Letter between Company and Executive dated August 10, 2009.

ARTICLE 1 DEMISED PREMISES - USE OF DEMISED PREMISSES TERM OF LEASE - COMPLETION OF IMPROVEMENTS
Indenture of Lease • September 16th, 1997 • A C Moore Arts & Crafts Inc • Retail-retail stores, nec • New Jersey
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GUARANTY
Guaranty • January 22nd, 2009 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops • New York

WHEREAS, reference is made to that certain Credit Agreement, dated as of January 15, 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) A.C. Moore Incorporated, a Virginia corporation (the “Lead Borrower”), as agent for the Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Guarantors, (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) Wells Fargo Retail Finance, LLC, as Administrative Agent, Collateral Agent and Swing Line Lender, pursuant to which the Lenders have agreed to make Loans to the Borrowers upon the terms and subject to the conditions specified in the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 27th, 2009 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).

RECITALS
Agreement • March 13th, 2006 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2009 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops

THIRD AMENDMENT, dated as of December 3, 2008 (this “Third Amendment”) to EMPLOYMENT AGREEMENT, dated as of June 1, 2006 as amended by FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated November 15, 2006 and by SECOND AMENDMENT TO EMPLOYMENT AGREEMENT dated November 19, 2007 (as heretofore amended, the “Employment Agreement”) between A. C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (“Company”), and Rick Lepley (“Executive”). Capitalized terms used herein and not defined herein shall have the respective meanings set forth for such terms in the Employment Agreement.

AMENDMENT ONE TO EMPLOYMENT LETTER
Employment Letter • March 18th, 2010 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops

THIS AMENDMENT ONE TO EMPLOYMENT LETTER (“Amendment”) is made as of the 16th day of March, 2010, by and between A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”), and David Abelman (“Executive”).

Separation Agreement
Separation Agreement • July 20th, 2007 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops

This Separation Agreement is between Lawrence H. Fine (“Executive”) and A.C. Moore Arts & Crafts, Inc. (the “Company”) (collectively the “Parties”) (the “Agreement”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 8th, 2007 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops • Pennsylvania
PROMISSORY NOTE AND LOAN MODIFICATION AGREEMENT
Note and Loan Modification Agreement • January 30th, 2008 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops

Bank is the holder of the following notes: (i) a Promissory Note (the “$35MM Note”) executed and delivered by Borrower, dated October 28, 2003, as subsequently amended by a Promissory Note and Loan Modification Agreement, dated February 22, 2006, Promissory Note and Loan Modification Agreement, dated May 1, 2006, and Promissory Note and Loan Modification Agreement, dated March 12, 2007 (ii) a Promissory Note (the “$22.5MM Note”) executed and delivered by Borrower, dated October 28, 2003, as subsequently amended by Promissory Note and Loan Modification Agreement, dated May 1, 2006, and Promissory Note and Loan Modification Agreement, dated March 12, 2007 (iii) a Promissory Note (the “$7.5MM Note”; executed and delivered by Borrower, dated October 28, 2003, as subsequently amended by a Promissory Note and Loan Modification Agreement, dated May 1, 2006, and Promissory Note and Loan Modification Agreement, dated March 12, 2007, and certain other loan documents, including without limitation

October 18, 2011
A.C. Moore Arts & Crafts, Inc. • October 18th, 2011 • Retail-hobby, toy & game shops

On behalf of the Board of Directors of A.C. Moore Arts & Crafts, Inc. (“A.C. Moore”), I am pleased to inform you that on October 3, 2011, A.C. Moore entered into a definitive Agreement and Plan of Merger, as amended as of October 17, 2011 (the “Merger Agreement”), with Nicole Crafts LLC, a Delaware limited liability company (“Parent”), and Sbar’s Acquisition Corporation, a Pennsylvania corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are each affiliates of Sbar’s, Inc., a New Jersey corporation and long-time supplier to A.C. Moore. Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer on October 18, 2011 to purchase all of the outstanding shares of A.C. Moore’s common stock for $1.60 per share in cash, without interest thereon and subject to required tax withholdings. Following the completion of the tender offer, Merger Sub will merge with and into A.C. Moore, with A.C. Moore continuing as the surviving corporation i

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2007 • A.C. Moore Arts & Crafts, Inc. • Retail-hobby, toy & game shops

SECOND AMENDMENT, dated as of November 19, 2007 (this “Amendment”) to EMPLOYMENT AGREEMENT, dated as of July 24, 2006, as amended by FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of November 15, 2006 (as heretofore amended, collectively, the “Employment Agreement”) between A. C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (“Company”), and Amy Rhoades (“Executive”). Capitalized terms used herein and not defined herein shall have the respective meanings set forth for such terms in the Employment Agreement.

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