CREDIT AGREEMENT Dated as of November 8, 2011 among SBAR’S ACQUISITION CORPORATION, as the Initial Borrower, which on the Closing Date shall be merged with and into A.C. MOORE ARTS & CRAFTS, INC., with A.C. Moore Arts & Crafts, Inc. surviving such...Credit Agreement • November 9th, 2011 • Nicole Crafts LLC • Retail-hobby, toy & game shops • New York
The Company, the Subsidiaries of the Company party thereto as borrowers and guarantors, Wells Fargo Bank, National Association, successor in interest to Wells Fargo Retail Finance, LLC, as administrative agent, collateral agent and swing line lender, and the lenders from time to time party thereto (the “Existing Lenders”) are party to that certain Credit Agreement, dated as of January 15, 2009 (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement”) pursuant to which the Existing Lenders committed to make revolving credit loans and to issue letters of credit for the account of the Company and its Subsidiaries.
EXCLUSIVITY AGREEMENTExclusivity Agreement • October 18th, 2011 • Nicole Crafts LLC • Retail-hobby, toy & game shops • New York
This Exclusivity Agreement (the “Agreement”), dated as of the last date set forth below, is by and among A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”) and Sbar’s, Inc., a New Jersey corporation (“Sbar’s”).
OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of at $1.60 Net Per Share by SBAR’S ACQUISITION CORPORATION, a wholly owned subsidiary of NICOLE CRAFTS LLCOffer to Purchase • October 18th, 2011 • Nicole Crafts LLC • Retail-hobby, toy & game shops
Sbar’s Acquisition Corporation, a Pennsylvania corporation (“Purchaser”) and a wholly owned subsidiary of Nicole Crafts LLC, a Delaware limited liability company (“Parent”), is offering to purchase all of the issued and outstanding shares of Common Stock, no par value (the “Shares”), of A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”), at a price of $1.60 per Share to the sellers thereof in cash (the “Offer Price”), without interest thereon, and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”). The Offer is being made pursuant to the Agreement and Plan of Merger dated as of October 3, 2011, and amended as of October 17, 2011 (the “Merger Agreement”), by and among Parent, Purchaser and the Company. Pursuant to the Merger
Sbar’s Acquisition CorporationSenior Secured Credit Facility • October 18th, 2011 • Nicole Crafts LLC • Retail-hobby, toy & game shops
THIRD AMENDMENT TO EXCLUSIVITY AGREEMENTExclusivity Agreement • October 18th, 2011 • Nicole Crafts LLC • Retail-hobby, toy & game shops
This Third Amendment to the Exclusivity Agreement (the “Amendment”), dated as of the last date set forth below, is by and among A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”) and Sbar’s, Inc., a New Jersey corporation (“Sbar’s”).
Reno NewCo., Inc.Senior Secured Credit Facility • October 18th, 2011 • Nicole Crafts LLC • Retail-hobby, toy & game shops
FIRST AMENDMENT TO EXCLUSIVITY AGREEMENTExclusivity Agreement • October 18th, 2011 • Nicole Crafts LLC • Retail-hobby, toy & game shops
This First Amendment to the Exclusivity Agreement (the “Amendment”), dated as of the last date set forth below, is by and among A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”) and Sbar’s, Inc., a New Jersey corporation (“Sbar’s”).
SECOND AMENDMENT TO EXCLUSIVITY AGREEMENTExclusivity Agreement • October 18th, 2011 • Nicole Crafts LLC • Retail-hobby, toy & game shops
This Second Amendment to the Exclusivity Agreement (the “Amendment”), dated as of the last date set forth below, is by and among A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”) and Sbar’s, Inc., a New Jersey corporation (“Sbar’s”).
