AGREEMENT AND PLAN OF MERGER by and among AMES DEPARTMENT STORES, INC., HSC ACQUISITION CORP.Agreement and Plan of Merger • November 18th, 1998 • Hills Stores Co /De/ • Retail-variety stores • Delaware
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of November 12, 1998, by and between Hills Stores Company, a Delaware corporation ("Company") and Ames Department Stores, Inc., a Delaware corporation ("Parent"). WHEREAS, concurrently with the...Stock Option Agreement • November 18th, 1998 • Hills Stores Co /De/ • Retail-variety stores • Delaware
d) The Executive will receive a success bonus (a "Success Bonus") as follows, up to the amount of $1,500,000 in total under the circum- stances set forth clauses (i) through (iii) below (such that if the conditions specified in more than one of such...Executive Employment Agreement • December 15th, 1998 • Hills Stores Co /De/ • Retail-variety stores • Massachusetts
SECOND AMENDMENT to RIGHTS AGREEMENTRights Agreement • December 21st, 1998 • Hills Stores Co /De/ • Retail-variety stores • Delaware
HILLS STORES COMPANY, ISSUER ANDHills Stores Co /De/ • February 2nd, 1996 • Retail-department stores • New York
2 "'Year 2000 Problem' has the meaning specified in Section 8.32."; and (iii) deleting therefrom the definitions of "Applicable Advance Rate Percentage", "Applicable Margin", "Base Rate Loans", "Borrowing", "Cash Requirements", "Combined...Loan and Security Agreement • October 6th, 1998 • Hills Stores Co /De/ • Retail-variety stores • New York
2- 3 material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and promptly file such amendments and supplements (or periodic or current reports pursuant to...Registration Rights Agreement • December 4th, 1995 • Hills Stores Co /De/ • Retail-department stores • Massachusetts
HILLS STORES COMPANY HILLS DEPARTMENT STORE COMPANY 15 Dan Road Canton, Massachusetts 02021Hills Stores Co /De/ • December 15th, 1998 • Retail-variety stores
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 24th, 1998 • Hills Stores Co /De/ • Retail-variety stores • New York
EXHIBIT 99.1 LOAN AND SECURITY AGREEMENT Dated as of September 30, 1996 and amended and restated as of January 30, 1998Loan and Security Agreement • February 6th, 1998 • Hills Stores Co /De/ • Retail-variety stores • New York
EXHIBIT 10.4 CONSULTING AGREEMENT AMENDMENT ------------------------------ THIS CONSULTING AGREEMENT AMENDMENT made effective as of August 1, 1998 by and between Hills Department Store Company and Hills Stores Company, Delaware corporations having...Consulting Agreement • September 15th, 1998 • Hills Stores Co /De/ • Retail-variety stores
1 (i) The Consultant's willful or intentional failure or refusal to perform or observe any of the Consultant's material duties, responsibilities or obligations set forth in, or as contemplated under, this Agreement, if such breach is not cured within...Consulting Agreement • April 23rd, 1998 • Hills Stores Co /De/ • Retail-variety stores • Massachusetts
EXHIBIT 10.11 EMPLOYMENT AGREEMENT AMENDMENT ------------------------------ THIS EMPLOYMENT AGREEMENT AMENDEMENT made effective as of November 1, 1998 by and between Hills Department Store Company and Hills Stores Company, Delaware corporations having...Employment Agreement • December 15th, 1998 • Hills Stores Co /De/ • Retail-variety stores
Exhibit 4 --------- AMENDMENT TO RIGHTS AGREEMENT ----------------------------- AMENDMENT dated as of October 18, 1995, between HILLS STORES COMPANY, a Delaware corporation (the "Company"), and CHEMICAL BANK, a New York banking corporation, as Rights...Rights Agreement • October 20th, 1995 • Hills Stores Co /De/ • Retail-department stores
EXHIBIT 10.7 C. SCOTT LITTEN EMPLOYMENT AGREEMENT This will confirm our agreement under which you are to serve as EXECUTIVE VICE PRESIDENT-CHIEF FINANCIAL OFFICER of Hills Department Store Company, a Delaware corporation (the "Subsidiary") and Hills...Employment Agreement • December 16th, 1997 • Hills Stores Co /De/ • Retail-variety stores • Massachusetts
EXHIBIT 10.13 October 28, 1998 Mr. Frederick L. Angst 15 Dan Road Canton, MA 02021 Dear Larry: This letter sets forth our agreement with respect to your resignation as executive vice president-chief merchandising officer of Hills Stores Company and...Hills Stores Co /De/ • December 15th, 1998 • Retail-variety stores • Massachusetts
JAMES E. FELDTEmployment Agreement • December 12th, 1995 • Hills Stores Co /De/ • Retail-department stores • Massachusetts
HILLS STORES COMPANY 15 DAN ROAD CANTON, MASSACHUSETTS 02021Hills Stores Co /De/ • December 17th, 1998 • Retail-variety stores
Reference is made to the Agreement and Plan of Merger, by and among Ames Department Stores, Inc. ("Parent"), HSC Acquisition Corp. ("Purchaser"), and Hills Stores Company (the "Company"), dated as of November 12, 1998 (the "Merger Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.
