CREDIT AGREEMENTCredit Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 25th, 2016 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [·], 2016, and is between At Home Group Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • April 2nd, 2018 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
The stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) of At Home Group Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Jefferies LLC are acting as representatives (the “Representatives”), an aggregate of 6,000,000 shares of common stock, par value $0.01 per share (“Stock”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 900,000 additional shares of Stock (the “Optional Shares”) (the Firm
Underwriting AgreementUnderwriting Agreement • August 1st, 2016 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
At Home Group Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), an aggregate of [ · ] shares of common stock, par value $0.01 per share (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [ · ] additional shares of Stock (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AGREEMENT AND PLAN OF MERGER by and among Ambience Parent, Inc., Ambience Merger Sub, Inc. and At Home Group Inc. Dated as of May 6, 2021Agreement and Plan of Merger • May 7th, 2021 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 6, 2021 (this “Agreement”), by and among Ambience Parent, Inc., a Delaware corporation (“Parent”), Ambience Merger Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub”), and At Home Group Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2018 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Texas
WHEREAS, the Company appointed the Executive to the position of Chief Financial Officer of the Company effective as of September 28, 2018 pursuant to the terms of the Offer Letter between the Company and the Executive dated as of August 27, 2018 (the “Offer Letter”);
At Home Group Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 11th, 2018 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
The stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) of At Home Group Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”), an aggregate of 10,000,000 shares of common stock, par value $0.01 per share (“Stock”), of the Company (the “Firm Shares”) and, at the election of the Underwriter, up to 1,500,000 additional shares of Stock (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
REGISTRATION RIGHTS AGREEMENT by and among AT HOME GROUP INC., GRD HOLDING LP STARR INVESTMENT FUND II, LLC SPH GRD HOLDINGS, LLC GRD HOLDING AEA LLC and GRD HOLDING-A LP Dated as of July 22, 2016Assumption Agreement • July 25th, 2016 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores
REGISTRATION RIGHTS AGREEMENT, dated as of July 22, 2016 (this “Agreement”), among (i) At Home Group Inc., a Delaware corporation f/k/a GRD Holding I Corporation (the “Company”), (ii) GRD Holding LP, a Delaware limited liability partnership (“GRD Holding”), (iii) GRD Holding-A LP, a Delaware limited liability partnership (“GRD Holding-A”), (iv) GRD Holding AEA LLC, a Delaware limited liability company (“GRD-AEA”), (v) Starr Investment Fund II, LLC, a Delaware limited liability company (“Starr II”) and (vi) SPH GRD Holdings, LLC, a Delaware limited liability company (“Starr” and, collectively with Starr II, PJSC, PJSC II and each Person who executes an Assumption Agreement and falls under clause (x) of the definition of Assumption Agreement, the “Minority Investors”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 18th, 2020 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 12, 2020, is entered into by and among (a) AT HOME HOLDING III INC. (formerly known as GRD Holding III Corporation), a Delaware corporation, and AT HOME STORES LLC (successor in interest to Garden Ridge, L.P.), a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), (b) AT HOME HOLDING II INC. (formerly known as GRD Holding II Corporation), a Delaware corporation (“Holdings”), (c) the other Guarantors (as defined in the Existing Credit Agreement referred to below) party hereto, (d) the Lenders (as defined below), (e) BANK OF AMERICA, N.A., as administrative agent and collateral agent for all Lenders (in such capacities, including any successor thereto in such capacities, the “Administrative Agent”), and (f) TCG SENIOR FUNDING L.L.C., as agent for the FILO Lenders (in such capacity, including any successor thereto in such capacity, the “FILO Agent”).
AT HOME GROUP INC. (FORMERLY NAMED GRD HOLDING I CORPORATION) NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 22nd, 2016 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores
THIS AGREEMENT (the “Agreement”), effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between At Home Group Inc., formerly named GRD Holding I Corporation, a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 2nd, 2020 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
This NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 28, 2020, is entered into by and among (a) AT HOME HOLDING III INC. (formerly known as GRD Holding III Corporation), a Delaware corporation, and AT HOME STORES LLC (successor in interest to Garden Ridge, L.P.), a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), (b) AT HOME HOLDING II INC. (formerly known as GRD Holding II Corporation), a Delaware corporation (“Holdings”), (c) the other Guarantors (as defined in the Existing Credit Agreement referred to below) party hereto, (d) the Lenders (as defined below) party hereto, and (e) BANK OF AMERICA, N.A., as administrative agent and collateral agent for all Lenders (in such capacities, including any successor thereto in such capacities, the “Administrative Agent”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2019 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Texas
EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated as of [●], 2018 (the “Effective Date”), by and between At Home RMS Inc., a Delaware corporation (the “Company”) and [●] (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
NONQUALIFIED STOCK OPTION CANCELLATION AGREEMENTNonqualified Stock Option Cancellation Agreement • September 25th, 2019 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
This NONQUALIFIED Stock Option Cancellation Agreement (the “Agreement”), dated as of September [__], 2019, is made between At Home Group Inc. (the “Company”) and Lewis L. Bird III (the “Optionee”).
CO-BRAND AND PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT between AT HOME STORES LLC and SYNCHRONY BANK DATED AS OF September 7, 2016 In this document, “[***]” indicates that confidential materials have been redacted from this document and...Program Agreement • April 5th, 2017 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Utah
This Co-Brand and Private Label Consumer Credit Card Program Agreement (this “Agreement”) is made as of September 7, 2016 (the “Effective Date”), between At Home Stores LLC, a Delaware limited liability company, with its principal place of business at 1600 East Plano Parkway, Plano, Texas 75074 (“Company”), and Synchrony Bank, with its principal place of business at 170 Election Road, Suite 125, Draper, Utah 84020 (“Bank”). Certain capitalized terms used in this Agreement are defined in the attached Appendix A.
as Issuer and the Guarantors from time to time party hereto 8.750% Senior Secured Notes due 2025 INDENTURE Dated as of August 20, 2020 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and as Collateral AgentIndenture • August 26th, 2020 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
INDENTURE dated as of August 20, 2020 among AT HOME HOLDING III INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 1st, 2017 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
WHEREAS, the Borrowers, the Lenders, and the Agent, among others, have entered into a certain Credit Agreement dated as of October 5, 2011, as amended by the First Amendment to Credit Agreement dated as of May 9, 2012, as further amended by the Second Amendment to Credit Agreement dated as of May 23, 2013, as further amended by the Third Amendment to Credit Agreement dated as of July 28, 2014, as further amended by the Assumption and Ratification Agreement dated as of September 29, 2014, as further amended by the Fourth Amendment to Credit Agreement dated as of June 5, 2015, as further amended by Fifth Amendment to Credit Agreement dated as of June 15, 2016, further amended by Sixth Amendment to Credit Agreement dated as of June 2, 2017 and as further amended by certain Joinder Agreements (as the same may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”);
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
WHEREAS, the Borrowers, the Lenders, and the Agent, among others, have entered into a certain Credit Agreement dated as of October 5, 2011 (the “Credit Agreement”); and
FIRST LIEN CREDIT AGREEMENT Dated as of June 5, 2015 among AT HOME HOLDING III INC. as the Borrower, AT HOME HOLDING II INC. as Holdings, BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent The Other Lenders Party Hereto, and BANK OF...Assignment and Assumption • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
SECOND AMENDMENTCredit Agreement • November 29th, 2018 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
SECOND AMENDMENT, dated as of November 27, 2018 (this “Amendment”), to the First Lien Credit Agreement, dated as of June 5, 2015 (as amended by that certain First Amendment, dated as of July 27, 2017, and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among AT HOME HOLDING III INC., a Delaware corporation (the “Borrower”), AT HOME HOLDING II INC., a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as administrative agent and as collateral agent (in such capacities, the “Administrative Agent”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 7th, 2017 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
WHEREAS, the Borrowers, the Lenders, and the Agent, among others, have entered into a certain Credit Agreement dated as of October 5, 2011, as amended by the First Amendment to Credit Agreement dated as of May 9, 2012, as further amended by the Second Amendment to Credit Agreement dated as of May 23, 2013, as further amended by the Third Amendment to Credit Agreement dated as of July 28, 2014, as further amended by the Assumption and Ratification Agreement dated as of September 29, 2014, as further amended by the Fourth Amendment to Credit Agreement dated as of June 5, 2015, as further amended by Fifth Amendment to Credit Agreement dated as of June 15, 2016, and as further amended by the certain Joinder Agreements, including the Joinder Agreement dated as of May 8, 2017 (the “2017 Joinder”) (as the same may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”);
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 25th, 2016 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
WHEREAS, the Borrowers, the Lenders, and the Agent, among others, have entered into a certain Credit Agreement dated as of October 5, 2011, as amended by the First Amendment to Credit Agreement dated as of May 9, 2012, as further amended by the Second Amendment to Credit Agreement dated as of May 23, 2013, as further amended by the Third Amendment to Credit Agreement dated as of July 28, 2014, as further amended by the Assumption and Ratification Agreement dated as of September 29, 2014, and as further amended by the Fourth Amendment to Credit Agreement dated as of June 5, 2015 (as the same may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”); and
EMPLOYMENT AGREEMENT1Employment Agreement • April 5th, 2017 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated as of [●] (the “Effective Date”), by and between Garden Ridge Corporation, a Delaware corporation (the “Company”) and [●] (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and solely for the purposes of Section 2.3 herein, GRD Holding I Corporation, a Delaware corporation (“Holding”).
GRD Holding I Corporation c/o AEA Investors LPAt Home Group Inc. • September 25th, 2015 • Retail-home furniture, furnishings & equipment stores • New York
This letter agreement will be governed by the laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such State. This letter may be executed in counterparts, including by .pdf or fax.
ASSUMPTION AND RATIFICATION AGREEMENTAssumption and Ratification Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
Reference is made to that certain Credit Agreement dated as of October 5, 2011, as amended by First Amendment to Credit Agreement dated as of May 9, 2012, Second Amendment to Credit Agreement dated as of May 23, 2013 and by Third Amendment to Credit Agreement dated as of July 28, 2014 (as the same may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among, among others, the Borrowers, the lenders from time to time party thereto (the “Lenders”) and the Agent. All capitalized terms used herein, and not otherwise defined, shall have the same meaning herein as in the Credit Agreement.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Ambience Parent, Inc., Ambience Merger Sub, Inc. and At Home Group Inc. Dated as of June 16, 2021And • June 17th, 2021 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, is made and entered into as of June 16, 2021 (this “Agreement”), by and among Ambience Parent, Inc., a Delaware corporation (“Parent”), Ambience Merger Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub”), and At Home Group Inc., a Delaware corporation (the “Company”).
BONUS AGREEMENTBonus Agreement • April 22nd, 2016 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
BONUS AGREEMENT (“Agreement”) dated effective as of April 8, 2015, by and between At Home Group Inc., formerly named GRD Holding I Corporation, a Delaware corporation (together with its successors, the “Company”) and Jennifer Warren (the “Grantee”).
Bank of America, N.A., as Administrative Agent June 8, 2020Letter Agreement • June 12th, 2020 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
Reference is made to that certain Credit Agreement, dated as of October 5, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (a) At Home Holding III Inc. (formerly known as GRD Holding III Corporation), a Delaware corporation, and At Home Stores LLC (as successor in interest to Garden Ridge L.P.), a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), (b) At Home Holding II Inc., a Delaware corporation (“Holdings”), (c) each other Guarantor from time to time party thereto, (d) each Lender from time to time party thereto, (e) Bank of America, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), Swing Line Lender and L/C Issuer, (f) and the other agents and arrangers from time to time party thereto. Capitalized terms used herein and not defined shall have the meaning ass
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2018 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
THIS AMENDMENT (the “Amendment”) is entered into as of June 7, 2018 by and between At Home RMS Inc., as assignee from Garden Ridge Corporation (the “Company”) and Judd Nystrom (the “Executive”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 9th, 2018 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Texas
This Separation and Release Agreement (this “Agreement”) is entered into as of November 8, 2018, by and between Judd T. Nystrom (the “Executive”) and At Home RMS Inc., a Delaware corporation and assignee of Garden Ridge Corporation (the “Company”), and solely for the purpose of Section 2(a), At Home Group Inc. (“At Home Group”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”). The Parties acknowledge that the terms and conditions of this Agreement have been voluntarily agreed to and are intended to be final and binding.
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated as of November 15, 2012 by and between Garden Ridge Corporation, a Delaware corporation (the “Company”) and Lewis Bird (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and solely for the purposes of Sections 1.2, 2.3, 3.1(b) and 8.2 herein, GRD Holding I Corporation, a Delaware corporation (“Holding”).
Bank of America, N.A.,At Home Group Inc. • June 18th, 2019 • Retail-home furniture, furnishings & equipment stores • New York
Reference is hereby made to that certain Credit Agreement, dated as of October 5, 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by and among At Home Holding III Inc. (formerly known as GRD Holding III Corporation), a Delaware corporation, At Home Stores LLC (as successor in interest to Garden Ridge L.P.), a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), At Home Holding II Inc., a Delaware corporation (“Holdings”), each Guarantor from time to time party thereto, each Lender from time to time party thereto, Bank of America, N.A. (“Bank of America”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and the other agents and arrangers from time to time party thereto. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT among AT HOME GROUP INC. STARR INVESTMENT FUND II, LLC SPH GRD HOLDINGS, LLC GRD HOLDING LP GRD HOLDING AEA LLC and GRD HOLDING-A LP Dated as of July 22, 2016Assumption Agreement • July 25th, 2016 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
FIRST AMENDMENT TO PROGRAM AGREEMENTFirst Amendment • July 13th, 2017 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • Utah
This First Amendment (this “First Amendment”) is made as of July 7, 2017 (the “First Amendment Execution Date”) to the Co-Brand and Private Label Consumer Credit Card Program Agreement between Synchrony Bank, a federal savings bank (“Bank”) and At Home Stores LLC, a Delaware limited liability company (“Company”), dated September 7, 2016 (the “Agreement”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.
GRD HOLDING I CORPORATION AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores
THIS AMENDMENT TO STOCK OPTION AGREEMENT (the “Amendment”), effective as of the Vesting Start Date set forth on the signature page hereto, is between GRD Holding I Corporation, a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
GRD HOLDING I CORPORATION AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores
THIS AMENDMENT TO STOCK OPTION AGREEMENT (the “Amendment”), effective as of the Vesting Start Date set forth on the signature page hereto, is between GRD Holding I Corporation, a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
