LOAN AND SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE, LLC AS AGENT THE LENDERS PARTY HERETO ROOMSTORE, INC. AS BORROWER WELLS FARGO RETAIL FINANCE, LLC AS SOLE LEAD ARRANGER AND SOLE LEAD BOOKRUNNER Dated as of May 27, 2010Loan and Security Agreement • July 15th, 2010 • RoomStore, Inc. • Retail-furniture stores • New York
Wells Fargo Retail Finance, LLC, as agent (in such capacity, herein the “Agent”) for the benefit of those financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become a “Lender”, whether by execution of this Agreement or an Assignment and Acceptance Agreement;
ROOM STORE, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 2nd, 2009 • RoomStore, Inc. • Virginia
THIS AGREEMENT is made effective as of the 1st day of March, 2006 (the “Effective Date”), by and between ROOMSTORE, INC., a Virginia corporation (hereinafter called the “Company”), and [name], an employee of the Company, its subsidiaries or its affiliates (hereinafter called the “Employee”).
AMENDED AND RESTATED MERCHANT AGREEMENT BETWEEN ROOMSTORE, INC. AND HSBC BANK NEVADA, NATIONAL ASSOCIATION Dated as of September 1, 2005Merchant Agreement • December 10th, 2009 • RoomStore, Inc. • Retail-furniture stores • Nevada
This Amended and Restated Credit Card Program Agreement (“Agreement”) is made and entered into as of the 1 day of Sept, 2005 (“Effective Date”), by and between HSBC Bank Nevada, N.A., (“HSBC”), with its principal place of business at 1111 Town Center Drive, Las Vegas, NV 89144 and RoomStore, Inc. a Virginia corporation (“Merchant”), with its principal place of business at 12501 Patterson Avenue, Richmond, Virginia 23238.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2009 • RoomStore, Inc. • Virginia
This Indemnification Agreement (the “Agreement”) is made this day of October, 2007, by and between RoomStore, Inc., a Virginia corporation (the “Corporation”), and (the “Director”). The Corporation and the Director are collectively referred to in this Agreement as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2009 • RoomStore, Inc.
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of the 1st day of June, 2005, by and between HMY ROOMSTORE, INC., a Virginia corporation (the “Company”), and CURTIS KIMBRBLL, an individual (the “Executive”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 12th, 2011 • RoomStore, Inc. • Retail-furniture stores • New York
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated as of September 23, 2011 (this “Amendment No.1”), is by and among Wells Fargo Bank, National Association, successor by merger to Wells Fargo Retail Finance, LLC, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) and RoomStore, Inc., a Virginia corporation (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2011 • RoomStore, Inc. • Retail-furniture stores • Virginia
This Employment Agreement (“Agreement”) is made this 31st day of May 2011, by and between RoomStore, Inc. (“RoomStore” or the “Company”) and Curtis C. Kimbrell III (“Executive”).
APPLICATION AND SERVICES AGREEMENTApplication and Services Agreement • December 10th, 2009 • RoomStore, Inc. • Retail-furniture stores • Massachusetts
Fees for Implementation Services waived by Furniture.com for applications and services related to Furniture.com and Client Websites.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 25th, 2012 • RoomStore, Inc. • Retail-furniture stores
The FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Fourth Amendment”), dated as of April 11, 2012, is made by and among Salus Capital Partners, LLC (as assignee of Wells Fargo Bank, N.A.), in its capacity as agent (in such capacity, “Agent”) acting for and on behalf of itself and the lenders from time to time party to the Loan Agreement referred to below (capitalized terms used in this Fourth Amendment without definition have the respective meanings ascribed to such terms in the Loan Agreement) (collectively with Agent, the “Lenders”), the Lenders, and RoomStore Inc., a Virginia corporation, a debtor and debtor-in-possession (“Borrower” or “Debtor” and collectively with Agent and Lenders, the “Parties”).
MANAGEMENT AND SERVICES AGREEMENTManagement and Services Agreement • April 2nd, 2009 • RoomStore, Inc. • Virginia
This MANAGEMENT AND SERVICES AGREEMENT (“Agreement”) is entered into this 1st day of January 2009, by and between RoomStore, Inc., (“RoomStore”) and Mattress Discounters Group, LLC (“MDG”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2009 • RoomStore, Inc. • New York
This Registration Rights Agreement (this “Agreement”), dated as of June 1, 2005, among HMY RoomStore, Inc., a Virginia corporation (the “Company”), and the Persons identified on the signature pages hereto (each a “Holder” and collectively, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2012 • RoomStore, Inc. • Retail-furniture stores • Virginia
The Company agrees to employ the Executive, and the Executive agrees to accept such employment, on the following terms and conditions:
APPLICATION AND SERVICES AGREEMENTApplication and Services Agreement • April 2nd, 2009 • RoomStore, Inc. • Massachusetts
To access and communicate with the Application Services, Client will require a workstation with the following minimum requirements.
FINAL OPERATING AGREEMENT MATTRESS DISCOUNTERS GROUP, LLC December 1, 2008Operating Agreement • April 2nd, 2009 • RoomStore, Inc. • Virginia
THIS OPERATING AGREEMENT (this “Agreement” or “Operating Agreement”), dated as of December 1, 2008 (“Effective Date”) by and among the undersigned, who are Members of MATTRESS DISCOUNTERS GROUP, LLC, a Virginia limited liability company (the “Company”), provides as follows.
