1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 7th, 1997 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • Delaware
Re: Mac Frugal's Bargains o Close-Outs Inc. Amended and Restated Credit Agreement dated as of October 5, 1993Credit Agreement • December 11th, 1995 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores
RECITALSSeparation Agreement • December 11th, 1995 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • California
1 EXHIBIT 2.2 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this 4th day of November, 1997 and effective as of the Effective Time (as defined in the Merger Agreement (defined below)) by and between Consolidated Stores...Consulting Agreement • November 7th, 1997 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • California
1 2 (b) Performance Bonus. With respect to each full fiscal year of the Company during which Executive is employed by the Company pursuant to this Agreement throughout (each, a "Bonus Year"), Executive shall be entitled to participate in a performance...Employment Agreement • May 2nd, 1997 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • California
1 EXHIBIT 10.30 MAC FRUGAL'S BARGAINS o CLOSE-OUTS INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of the Date of Grant indicated below by and between MacFrugal's Bargains o Close- outs Inc., a...Stock Option Agreement • May 2nd, 1997 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • Delaware
1 EXHIBIT 2.3 NONCOMPETITION AGREEMENT This Noncompetition Agreement (the "Agreement") is entered into this 4th day of November, 1997 and effective as of the Effective Time (as defined in the Merger Agreement (defined below)) between Consolidated...Noncompetition Agreement • November 7th, 1997 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • California
EXHIBIT 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of the 18th day of July, 1996, by and between Mac Frugal's Bargains o Close-outs Inc., a Delaware corporation (the "Company"), and Neil T....Employment Agreement • May 2nd, 1997 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • California
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 2nd, 1997 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • New York
1 EXHIBIT 10.31 SECOND AMENDED AND RESTATED REDUCING REVOLVING CREDIT AGREEMENT dated as of December 16, 1996Reducing Revolving Credit Agreement • May 2nd, 1997 • Mac Frugals Bargains Close Outs Inc • Retail-variety stores • New York
