EXHIBIT 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 26th, 1998 • Rowe Furniture Corp • Household furniture • Georgia
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 17th, 2003 • Rowe Companies • Household furniture • Delaware
EXHIBIT (10.14) =============================================================== ================= GUARANTY AGREEMENTGuaranty Agreement • February 25th, 2000 • Rowe Companies • Household furniture • Virginia
among ROWE FURNITURE, INC. AND CERTAIN OTHER SUBSIDIARIES OF THE ROWE COMPANIES THAT MAY HEREAFTER BECOME PARTY HERETO, as Lessees, THE ROWE COMPANIES, THE MITCHELL GOLD CO., ROWE PROPERTIES, INC., STOREHOUSE, INC., HOME ELEMENTS, INC., ROWE...Master Agreement • February 25th, 2000 • Rowe Companies • Household furniture
betweenMaster Lease Agreement • February 25th, 2000 • Rowe Companies • Household furniture • Virginia
EXHIBIT 2.2 April 4, 2003 Furniture Acquisition Corp. c/o Wafra Partners, L.P. 345 Park Avenue, 41st Floor New York, New York 10154 Re: Closing Date Dear Sirs: Reference is made to the Stock Purchase Agreement between The Rowe Companies, The Mitchell...Stock Purchase Agreement • April 17th, 2003 • Rowe Companies • Household furniture
Reference is made to the Stock Purchase Agreement between The Rowe Companies, The Mitchell Gold Co. and Furniture Acquisition Corp. dated as of April 3, 2003 (the "Agreement"). Notwithstanding anything contained in the Agreement, the closing date of the transaction referred to in the Agreement shall be April 2, 2003.
FIRST AMENDMENT TO THE SALARY CONTINUATION AGREEMENT BY AND BETWEEN ROWE FURNITURE CORPORATION AND ARTHUR H. DUNKINSalary Continuation Agreement • February 25th, 2000 • Rowe Companies • Household furniture
RECITALSRevolving Credit Loan Agreement • February 26th, 2001 • Rowe Companies • Household furniture
BACKGROUNDOmnibus Amendment • February 17th, 2004 • Rowe Companies • Household furniture • Virginia
EXHIBIT (10.5) EMPLOYMENT AGREEMENT BARRY A. BIRNBACHEmployment Agreement • February 25th, 2000 • Rowe Companies • Household furniture
The terms of your employment with Rowe Furniture Corporation (the "Company") have required you to dedicate your entire working time, skill, attention and best efforts to the business of the Company. In consideration of your services to the Company and your continuing to dedicate your entire working time, skill, attention and best efforts to the business of the Company and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company agrees that if your employment is terminated solely for the convenience of the Company, without cause or any other reason related to your job performance, the Company will pay you upon such termination, a sum equal to your annual base compensation on the date thereof for a period of two (2) years or until you reach normal retirement age under the Company's Profit Sharing and Retirement Fund Plan, whichever is earlier (payable monthly or in a present- valued lump sum at the Company's option) as a termination payment.
EXHIBIT (10.13) =============================================================== ================= CONSTRUCTION AGENCY AGREEMENT dated as of August 27, 1999Construction Agency Agreement • February 25th, 2000 • Rowe Companies • Household furniture • Virginia
WITNESSETH: ----------- WHEREAS, Birnbach has served as an employee of Employer for forty-one (41) years: WHEREAS, Birnbach and Employer entered into a written agreement, effective as of December 1, 1993 as amended by a First Amendment dated August...Employment Agreement • February 23rd, 1998 • Rowe Furniture Corp • Household furniture • Virginia
January 12, 2006Separation Agreement • February 9th, 2006 • Rowe Companies • Household furniture • Virginia
Following our discussion regarding the termination of your employment with Rowe Furniture, which was effective January 9, 2006, this Letter Agreement (the “Agreement”) will confirm your separation arrangements with The Rowe Companies, and its subsidiaries now or previously existing during the term of your employment, including by way of example and not limitation, Rowe Furniture, Inc., Rowe Diversified, Inc, Rowe Properties, Inc, Storehouse, Inc., Rowe Furniture Wood Products, Inc., Rowe Properties Salem, Inc., Rowe Properties Jessup, Inc, and Rowe Properties Sylmar, Inc (hereinafter the “Company” or “Rowe”).
APPENDIX A to Master Agreement, Lease, Loan Agreement and Construction Agency Agreement ------------------------------------------------Master Agreement, Lease, Loan Agreement and Construction Agency Agreement • February 25th, 2000 • Rowe Companies • Household furniture
LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • January 30th, 2006 • Rowe Companies • Household furniture • New York
LETTER OF CREDIT AGREEMENT (this “Agreement”), dated as of January 27, 2006, between Gerald M. Birnbach (the “Account Party”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (in such capacity, herein the “Agent”) for certain lenders (the “Lenders”) under the Credit Agreement dated as of January 6, 2006 (as the same may be amended, modified or supplemented from time to time, the “Credit Agreement”) among (a) Agent, (b) Lenders, (c) The Rowe Companies, Rowe Furniture, Inc. and Storehouse, Inc., as Borrowers (individually, a “Borrower” and collectively, the “Borrowers”), and (d) the other credit parties signatory thereto. Unless otherwise defined all capitalized terms used herein shall have the meaning given to them in the Credit Agreement.
THE ROWE COMPANIES NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 28th, 2005 • Rowe Companies • Household furniture
This option is granted on 20 (the “Grant Date”) by The Rowe Companies, a Nevada corporation (the “Corporation”), to (“Optionee”), in accordance with the following terms and conditions:
September 9, 2005Loan and Security Agreement • October 3rd, 2005 • Rowe Companies • Household furniture
FIFTH AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 28th, 2005 • Rowe Companies • Household furniture
THIS AGREEMENT, made and entered into this 3rd day of December, 1993, by and between ROWE FURNITURE CORPORATION, a Nevada corporation (hereinafter referred to as the “Company”), and BARRY A. BIRNBACH (hereinafter referred to as the “Employee”).
As of June 17, 2002Loan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
FOURTH OMNIBUS AMENDMENTOmnibus Amendment • July 13th, 2005 • Rowe Companies • Household furniture • Virginia
This Fourth Omnibus Amendment, dated as of July 11, 2005 (this “Amendment”), is among ROWE FURNITURE, INC., a Virginia corporation (“Rowe Furniture”), THE ROWE COMPANIES, a Nevada corporation (“Rowe Companies”), ROWE PROPERTIES, INC., a California corporation, STOREHOUSE, INC., a Georgia corporation, ROWE DIVERSIFIED, INC., a Delaware corporation, and ROWE FURNITURE WOOD PRODUCTS, INC. (formerly known as The Wexford Collection, Inc.), a California corporation (“Guarantors”), ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership (the “Lessor”), certain financial institutions parties hereto as a lender (individually, a “Lender” and collectively, the “Lenders”) and SUNTRUST BANK (as successor to Crestar Bank), a Georgia banking corporation, as agent for the Lenders (in such capacity, the “Agent”).
AGENCY AGREEMENTAgency Agreement • October 13th, 2006 • Rowe Companies • Household furniture • Virginia
This Agency Agreement (the “Agreement”) is made as of this September 22, 2006, by and between STOREHOUSE, INC., with a principal place of business located at 4200 Perimeter Park So., Chamblee, GA 30341 (“Merchant”), and HUDSON CAPITAL PARTNERS, LLC, with a principal place of business located at 403C Towne Center Blvd., Suite 3, Ridgeland, MS 39157 (the “Agent”).
General Electric Capital CorporationTranche B Loan • January 12th, 2006 • Rowe Companies • Household furniture
We refer to the Credit Agreement, dated as of the January 6, 2006 (the “Credit Agreement”), among The Rowe Companies, a Nevada corporation (“Rowe Companies”), Rowe Furniture, Inc., a Virginia corporation (“Rowe Furniture”) and Storehouse, Inc., a Georgia corporation (“Storehouse” and, together with Rowe Companies and Rowe Furniture collectively, the “Borrowers”); the other Credit Parties signatory thereto; General Electric Capital Corporation (in its individual capacity, “GE Capital”) for itself, as Lender, and as Agent for Lenders and the other Lenders signatory thereto from time to time. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.
CREDIT AGREEMENT Dated as of January 6, 2006 among THE ROWE COMPANIES, ROWE FURNITURE, INC., and STOREHOUSE, INC., as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders,...Credit Agreement • January 12th, 2006 • Rowe Companies • Household furniture • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of January 6, 2006 among THE ROWE COMPANIES, a Nevada corporation (“Rowe Companies”), Rowe Furniture, Inc., a Virginia corporation (“Rowe Furniture”) and Storehouse, Inc., a Georgia corporation (“Storehouse”) (Rowe Companies, Rowe Furniture and Storehouse are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders; GE CAPITAL MARKETS, INC. (“GECMG”), as Lead Arranger and Bookrunner; and the other Lenders signatory hereto from time to time.
ASSET PURCHASE AGREEMENT dated as of December 20, 2006 among Lexington-Rowe Furniture Holding Corp. and The Rowe Companies and THE OTHER SELLERS NAMED HEREINAsset Purchase Agreement • December 27th, 2006 • Rowe Companies • Household furniture • Delaware
THIS ASSET PURCHASE AGREEMENT is made and entered into as of this 20th day of December, 2006, by and between (i) Lexington-Rowe Furniture Holding Corp., a Delaware corporation (“Purchaser”), and (ii) The Rowe Companies, a Nevada corporation (“ParentCo”), and each of its subsidiaries listed on the signature pages of this Agreement (ParentCo and each of its subsidiaries listed on the signature pages to this Agreement, each a “Seller” and collectively, “Sellers”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this 28th day of February, 2003, by and among THE ROWE COMPANIES, a Nevada corporation, ROWE DIVERSIFIED, INC., a Delaware corporation, ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation, ROWE PROPERTIES, INC., a California corporation, STOREHOUSE, INC., a Georgia corporation, ROWE FURNITURE, INC., a Virginia corporation, and THE MITCHELL GOLD CO., a North Carolina corporation (hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below), and FLEET CAPITAL CORPORATION, a Rhode Island corporation in its capacity as collateral and administrative agent for itself and Lenders (together with its successors in such capacity, “Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2006 • Rowe Companies • Household furniture
This AMENDMENT TO EMPLOYMENT AGREEMENT (this Amendment) is made and entered into on this 11th day of April, 2006, by and between THE ROWE COMPANIES (formerly known as Rowe Furniture Corporation), a Nevada corporation, and its successors and assigns (hereinafter referred to as Employer), and GERALD M. BIRNBACH (hereinafter referred to as Birnbach) for the purpose of modifying that certain Employment Agreement between the parties hereto dated February 2, 1998, but effective December 1, 1997 (the “Employment Agreement”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this day of September, 2004, by and among THE ROWE COMPANIES, a Nevada corporation (“Rowe Companies”), ROWE DIVERSIFIED, INC., a Delaware corporation (“Diversified”), ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation (“Rowe Wood”), ROWE PROPERTIES, INC., a California corporation (“Rowe Properties”), STOREHOUSE, INC., a Georgia corporation (“Storehouse”), and ROWE FURNITURE, INC., a Virginia corporation (“Rowe Furniture”; Rowe Companies, Diversified, Rowe Properties, Storehouse, Rowe Wood and Rowe Furniture are sometimes hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below) and FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral and administrative agent for itself and Lenders €together with its successors in su
FIRST MODIFICATION TO SYNTHETIC LEASE FINANCING OPERATIVE DOCUMENTSSynthetic Lease Financing Operative Documents • February 28th, 2005 • Rowe Companies • Household furniture
Notwithstanding the foregoing, the maximum Facility Fee for periods prior to the first day of the fiscal quarter ending on or about December 3, 2000 shall not exceed .35%. Nothing herein contained shall he construed as a retroactive adjustment of fees.
April 14, 2005Loan and Security Agreement • April 18th, 2005 • Rowe Companies • Household furniture • Georgia
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this 10th day of October, 2002, by and among THE ROWE COMPANIES, a Nevada corporation, ROWE DIVERSIFIED, INC., a Delaware corporation, ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation, ROWE PROPERTIES, INC., a California corporation, STOREHOUSE, INC., a Georgia corporation, ROWE FURNITURE, INC., a Virginia corporation, and THE MITCHELL GOLD CO., a North Carolina corporation (hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below), and FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral and administrative agent for itself and Lenders (together with its successors in such capacity, “Agent”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this day of November, 2003, by and among THE ROWE COMPANIES, a Nevada corporation (“Rowe Companies”), ROWE DIVERSIFIED, INC., a Delaware corporation (“Diversified”), ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation (“Rowe Wood”), ROWE PROPERTIES, INC., a California corporation (“Rowe Properties”), STOREHOUSE, INC., a Georgia corporation (“Storehouse”), and ROWE FURNITURE, INC., a Virginia corporation (“Rowe Furniture”: Rowe Companies, Diversified, Rowe Properties, Storehouse, Rowe Wood and Rowe Furniture are sometimes hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below), and FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral and administrative agent for itself and Lenders (together with its successors in su
EIGHTH AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 28th, 2005 • Rowe Companies • Household furniture
THIS AGREEMENT, made and entered into this 1st day of December, 1999, by and between THE ROWE COMPANIES, a Nevada corporation (hereinafter referred to as the “Company”), and BARRY A. BIRNBACH (hereinafter referred to as the “Employee”).
SIXTH AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 28th, 2005 • Rowe Companies • Household furniture
THIS AGREEMENT, made and entered into this 7th day of December, 1995, by and between ROWE FURNITURE CORPORATION, a Nevada corporation (hereinafter referred to as the “Company”), and BARRY A. BIRNBACH (hereinafter referred to as the “Employee”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSLoan and Security Agreement • February 28th, 2005 • Rowe Companies • Household furniture • Georgia
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made and entered into this 3rd day of April, 2003, by and among THE ROWE COMPANIES, a Nevada corporation, ROWE DIVERSIFIED, INC., a Delaware corporation, ROWE FURNITURE WOOD PRODUCTS, INC., a California corporation, ROWE PROPERTIES, INC., a California corporation, STOREHOUSE, INC., a Georgia corporation, and ROWE FURNITURE, INC., a Virginia corporation, (hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”), the various financial institutions (collectively, “Lenders”) named in the Loan Agreement (as defined below), and FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral and administrative agent for itself and Lenders (together with its successors in such capacity, “Agent”).
SALES AGREEMENTSales Agreement • April 4th, 2005 • Rowe Companies • Household furniture • Virginia
THIS AGREEMENT is made and entered into as of the day of March 2005, by and between ROWE PROPERTIES, INC, a Virginia corporation (hereinafter “Seller”) and HASH INVESTMENTS, LLC. a Virginia Limited Liability Company (hereinafter “Purchaser”).
