August 8, 2024
Exhibit 10.1
August 8, 2024
VIA EMAIL
0000 Xxxxxx Xxxx Xxxx
Richmond, VA 23230
Attention: Xxxxx Xxxxx
Chief Restructuring Officer
| Re: |
Dear Xxxxx:
By executing below, subject to section R hereof, this letter shall serve as an agreement (“Agreement”) between Hilco Merchant Resources, LLC, on the one hand ( “Agent” or a “Party”), and LL Flooring Holdings, Inc., on the other hand (“Merchant” or a “Party” and together with the Agent, the “Parties”), under which Agent shall act as the exclusive agent for the purpose of conducting a sale of certain Merchandise (as defined below) at (i) the Merchant’s stores set forth on Exhibit A and (ii) any other stores as may be designated for disposition by Merchant from the date of this Agreement (each a “Store” and collectively, the “Stores”) and Merchant’s e-commerce platform if designated for disposition by Merchant, subject to the terms and conditions set forth herein, through a “Store Closing”, “Everything Must Go”, “Everything on Sale” or similar themed sale (the “Sale”).
| A. | Merchandise |
For purposes hereof, “Merchandise” shall mean all goods, saleable in the ordinary course, either located in the Stores on the Sale Commencement Date (defined below) or shipped to the Stores from Merchant’s distribution centers during the Sale Term. “Merchandise” does not mean and shall not include: (1) goods that belong to sublessees, licensees or concessionaires of Merchant; (2) owned furnishings, trade fixtures, equipment and improvements to real property that are located in the Stores (collectively, “FF&E”); or (3) damaged or defective merchandise that cannot be sold. For the avoidance of doubt, Merchandise includes goods that are marked damaged, but are nonetheless saleable.
| B. | Sale Term |
For each Store, the Sale shall commence on Friday, August 9, 2024 (the “Sale Commencement Date”) and conclude no later than Sunday, September 29, 2024 (the “Sale Termination Date”); provided, however, that the Parties may mutually agree in writing to extend or terminate the Sale at any Store prior to the Sale Termination Date. The period between the Sale Commencement Date and the Sale Termination Date shall be referred to as the “Sale Term.” At the conclusion of the Sale, Agent shall surrender the premises for each Store to Merchant in broom clean condition and in accordance with the lease requirements for such premises; provided, however, Merchant shall bear all costs and expenses associated with surrendering the premises in accordance with the lease requirements for such premises according to a budget mutually agreed to between the Agent and Merchant. At the conclusion of the Sale at each Store, Agent shall photographically document the condition of each such Store. Photographs shall reference with specificity each Store by number, name, and/or location.
| C. | Project Management |
| (i) | Agent’s Undertakings |
During the Sale Term, Agent shall, in collaboration with Merchant, (a) provide qualified supervisors (the “Supervisors”) engaged by Agent to oversee the management of the Stores; (b) determine appropriate point-of-sale and external advertising for the Stores, approved in advance by Merchant; (c) determine appropriate discounts of Merchandise, staffing levels for the Stores, approved in advance by Merchant, and appropriate bonus and incentive programs, if any, for the Stores’ employees, approved in advance by Xxxxxxxx; (d) oversee display of Merchandise for the Stores; (e) to the extent that information is available, evaluate sales of Merchandise by category and sales reporting and monitor expenses; (f) maintain the confidentiality of all proprietary or non-public information regarding Merchant in accordance with the provisions of the confidentiality agreement signed by the Parties; (g) assist Merchant in connection with managing loss prevention and employee relations matters; (h) determine the necessity for obtaining any applicable permits and governmental approvals to conduct the Sale, including working with Merchant to obtain each in a timely and orderly fashion and preparing or causing to be prepared all forms necessary to assist in Merchant’s securing any applicable permits and governmental approvals necessary to conduct the Sale, the costs and expenses of which shall be paid by Merchant and shall be in addition to the costs and expenses set forth on the Expense Budget; (i) include Additional Agent Goods in the Sale in its discretion under the terms set forth in this Agreement; and (k) provide such other related services deemed necessary or appropriate by Merchant and Agent.
The Parties expressly acknowledge and agree that Merchant shall have no liability to the Supervisors for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Agent’s hiring or engagement of the Supervisors, and the Supervisors shall not be considered employees of Xxxxxxxx.
| (ii) | Merchant’s Undertakings |
During the Sale Term, Merchant shall (a) be the employer of the Stores’ employees, other than the Supervisors; (b) pay all taxes, costs, expenses, accounts payable, and other liabilities relating to the Stores, the Stores’ employees and other representatives of Merchant; (c) prepare and process all tax forms and other documentation; (d) collect all sales taxes and pay them to the appropriate taxing authorities for the Stores; (e) use reasonable efforts to cause Merchant’s employees to cooperate with Agent and the Supervisors; (f) execute all agreements mutually determined by the Merchant and Agent to be necessary or desirable for the operation of the Stores during the Sale; (g) arrange for the ordinary maintenance of all point-of-sale equipment required for the Stores and any computer servers necessary to operate the Sale; (h) apply for and obtain, with Agent’s assistance and support, all applicable permits and authorizations (including landlord approvals and consents) for the Sale; (i) ensure that Agent has quiet use and enjoyment of the Stores for the Sale Term in order to perform its obligations under this Agreement.
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Merchant shall provide throughout the Sale Term central administrative services necessary for the Sale, including (without limitation) customary POS administration, sales audit, cash reconciliation, accounting, and payroll processing, all at no cost to Agent.
The Parties expressly acknowledge and agree that Agent shall have no liability to Merchant’s employees for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Xxxxxxxx’s employment, hiring or retention of its employees, and such employees shall not be considered employees of Agent.
| D. | The Sale |
All sales of Merchandise shall be made on behalf of Merchant. In conducting the Sale, Agent shall have the right to use the LL Flooring and Lumber Liquidators names to market the Merchandise. Agent does not have, nor shall it have, any right, title or interest in the Merchandise. All sales of Merchandise shall be by cash, gift card, gift certificate, merchandise credit, debit card, voucher, or credit card and, at Merchant’s discretion, by check or otherwise in accordance with Xxxxxxxx’s policies, and shall be “final” with no returns accepted or allowed, unless otherwise directed by Xxxxxxxx, provided, however, that purchases via voucher, gift card, or gift certificate shall only be accepted for the time period and pursuant to the terms set forth in the Approval Order (as defined below). For the avoidance of doubt, Xxxxxxxx’s pre-Sale return policy will be honored to allow returns of items sold pre-Sale in accordance with Merchant’s pre-Sale return policy applicable to the product(s) sought to be returned.
| E. | Agent Fee and Expenses in Connection with the Sale |
In consideration of its services hereunder, Agent shall earn a base retail fee equal to two percent (2.0%) of the Gross Proceeds of Merchandise sold at the Stores (the “Base Retail Fee”). Agent shall earn a base wholesale fee of seven and one half percent (7.5%) of the Gross Proceeds of Merchandise sold through Agent’s wholesale channels (the “Wholesale Fee”). For purposes of this Agreement, “Gross Proceeds” means gross receipts calculated using the “gross rings” method, net of applicable sales taxes.
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In addition to the Base Retail Fee and the Wholesale Fee, and not in lieu thereof, the Merchant shall pay to Agent from Gross Proceeds an additional fee based upon the Gross Recovery Percentages achieved as set forth in the following table (the “Additional Incentive Compensation”). The Additional Incentive Compensation shall be equal to the aggregate sum of the percentages set forth in the “Additional Incentive Compensation” column of the table (e.g., calculated back to first dollar) for the corresponding Gross Recovery Percentage achieved; provided, however, no Additional Incentive Compensation shall be earned or payable where the Gross Recovery Percentage is less than 94.74%:
| Gross Cost Recovery Percentage |
Additional Incentive Compensation | |
| Between 94.75% and 95.5% | An additional 0.25% of Gross Proceeds (total fee equal to 2.25% of Gross Proceeds) | |
| Above 95.5% | An additional 0.25% of Gross Proceeds (total fee equal to 2.50% of Gross Proceeds) | |
For purposes of the Additional Incentive Compensation:
“Cost Value” with respect to each item of Merchandise sold shall mean the lower of (i) the lowest per unit vendor cost in the File or in the Merchant’s books and records, maintained in the ordinary course consistent with historic practices; or (ii) the Retail Price.
“File” shall mean the following files provided to Agent: “Total Inventory by Site and Article as of 07.31.24.xlsx” and “June EOM Inventory by Site with Price.xlsx,” and all subsequent merchandise files created or updated through the Sale Commencement Date.
“Gross Recovery Percentage” shall mean the Gross Proceeds divided by the sum of the aggregate Cost Value of all of the Merchandise.
“Retail Price” shall mean with respect to each item of Merchandise sold, the retail price reflected at the register for such item, excluding the discount granted in connection with such sale.
Merchant shall be responsible for all expenses of the Sale, including (without limitation) all Store-level operating expenses, all costs and expenses related to Merchant’s other retail store operations, Merchant’s costs for operating the Distribution Centers (as defined below), and Agent’s other reasonable, documented out of pocket expenses. To control expenses of the Sale, Merchant and Agent have established an aggregate budget (the “Expense Budget”) of certain delineated expenses, including (without limitation) payment of the costs of supervision (including (without limitation) Supervisors’ wages, fees, travel, and deferred compensation) and advertising costs. The Expense Budget for the Sale is attached hereto as Exhibit B. The Expense Budget may only be modified by mutual written (including email) agreement of Agent and Merchant, provided that appropriate modifications to the Expense Budget, if any, will be mutually agreed prior to Merchant’s addition of any stores for disposition under this Agreement. The costs of supervision set forth on Exhibit B include, among other things, industry standard deferred compensation. Notwithstanding anything herein to the contrary, unless otherwise agreed to by Merchant, Merchant shall not be obligated to pay costs that have not been included, or provided for, in the Expense Budget, as may be amended in accordance with this Agreement.
All accounting matters (including, without limitation, all fees, expenses, or other amounts reimbursable or payable to Agent) shall be reconciled on every Wednesday for the prior week and shall be paid within seven (7) days after each such weekly reconciliation. The Parties shall complete a final reconciliation and settlement of all amounts payable to Agent and contemplated by this Agreement (including, without limitation, Expense Budget items, and fees earned hereunder) no later than forty five (45) days following the Sale Termination Date for the last Store.
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Upon execution of this Agreement, the Merchant shall pay by wire transfer to the Agent an advance payment of costs and expenses delineated in the Expense Budget of $708,360 (the “Sale Expense Advance”) which shall be held by Agent and applied towards Expense Budget items as incurred. Any portion of the Sale Expense Advance not so used shall be returned to Merchant within three days following the final reconciliation.
| F. | Indemnification |
| (i) | Merchant’s Indemnification |
Merchant shall indemnify, defend, and hold Agent and its consultants, members, managers, partners, officers, directors, employees, attorneys, advisors, representatives, lenders, potential co-investors, principals, affiliates, and Supervisors (collectively, “Agent Indemnified Parties”) harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys’ fees) arising from or related to: (a) the willful or negligent acts or omissions of Merchant or the Merchant Indemnified Parties (as defined below); (b) the material breach of any provision of this Agreement by Merchant; (c) any liability or other claims, including, without limitation, product liability claims, asserted by customers, any Store employees (under a collective bargaining agreement or otherwise), or any other person (excluding Agent Indemnified Parties) against Agent or an Agent Indemnified Party, except claims arising from Agent’s negligence, willful misconduct, actual fraud, or unlawful behavior; (d) any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortious or otherwise actionable treatment of Agent’s Indemnified Parties or Merchant’s customers by Merchant or Merchant’s Indemnified Parties; and (e) Merchant’s failure to pay over to the appropriate taxing authority any taxes required to be paid by Merchant during the Sale Term in accordance with applicable law.
| (ii) | Agent’s Indemnification |
Agent shall indemnify, defend and hold Merchant and its consultants, members, managers, partners, officers, directors, employees, attorneys, advisors, representatives, lenders, potential co-investors, principals, and affiliates (other than the Agent or the Agent Indemnified Parties) (collectively, “Merchant Indemnified Parties”) harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys’ fees) arising from or related to (a) the willful or negligent acts or omissions of Agent or the Agent Indemnified Parties; (b) the breach of any provision of, or the failure to perform any obligation under, this Agreement by Agent; (c) any liability or other claims made by Agent’s Indemnified Parties or any other person (excluding Merchant Indemnified Parties) against a Merchant Indemnified Party arising out of or related to Agent’s conduct of the Sale, except claims arising from Merchant’s negligence, willful misconduct, actual fraud, or unlawful behavior; (d) any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortious or otherwise actionable treatment of Merchant Indemnified Parties, or Merchant’s customers by Agent or any of the Agent Indemnified Parties and (e) any claims made by any party engaged by Agent as an employee, agent, representative or independent contractor arising out of such engagement.
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| G. | Insurance |
| (i) | Merchant’s Insurance Obligations |
Merchant shall maintain throughout the Sale Term, liability insurance policies (including, without limitation, products liability (to the extent currently provided), commercial general liability insurance and auto liability insurance) covering injuries to persons and property in or in connection with the Stores, and shall use commercially reasonable efforts to cause Agent to be named as an additional insured with respect to all such policies. At Agent’s request, Xxxxxxxx shall provide Agent with a certificate or certificates evidencing the insurance coverage required hereunder and that Agent is an additional insured thereunder. In addition, Merchant shall maintain throughout the Sale Term, in such amounts as it currently has in effect, workers compensation insurance in compliance with all statutory requirements.
| (ii) | Agent’s Insurance Obligations |
As an expense of the Sale and as included in the Expense Budget, Agent shall maintain (at Agent’s expense) throughout the Sale Term, liability insurance policies (including, without limitation, products liability/completed operations, contractual liability, comprehensive public liability and auto liability insurance) on an occurrence basis in an amount of at least Two Million dollars ($2,000,000) and an aggregate basis of at least five million dollars ($5,000,000) covering injuries to persons and property in or in connection with Agent’s provision of services at the Stores. Agent shall name Merchant as an additional insured and loss payee under such policy, and upon execution of this Agreement provide Merchant with a certificate or certificates evidencing the insurance coverage required hereunder. In addition, Agent shall maintain throughout the Sale Term, workers compensation insurance compliance with all statutory requirements. Further, should Agent employ or engage third parties to perform any of Agent’s undertakings with regard to this Agreement, Agent will ensure that such third parties are covered by Agent’s insurance or maintain all of the same insurance as Agent is required to maintain pursuant to this paragraph and name Xxxxxxxx as an additional insured and loss payee under the policy for each such insurance.
| H. | Representations, Warranties, Covenants and Agreements |
(i) Merchant warrants, represents, covenants and agrees that (a) Merchant is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive office at the address set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agent.
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(ii) Agent warrants, represents, covenants and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchant.
| I. | Furniture, Fixtures and Equipment |
Agent shall sell the FF&E in the Stores from the Stores themselves and from Merchant’s distribution centers (the “Distribution Centers”) from the Distribution Centers themselves. Merchant shall be responsible for all reasonable and documented costs and expenses incurred by Agent in connection with the sale of FF&E, which costs and expenses shall be incurred pursuant to a budget or budgets to be established from time to time by mutual agreement of the Parties. Agent shall have the right to abandon at the Stores any unsold FF&E.
In consideration for providing the services set forth in this section I, Agent shall be entitled to a commission from the sale of the FF&E equal to 15.0% of the Gross Proceeds of the sale of the FF&E.
Agent shall remit to Merchant all Gross Proceeds from the sale of FF&E. During each weekly reconciliation described in section E above, Agent’s FF&E fee shall be calculated, and Agent’s calculated FF&E fee and all FF&E costs and expenses then incurred shall paid within seven (7) days after each such weekly reconciliation.
| II. | Termination |
The following shall constitute “Termination Events” hereunder:
| (a) | Merchant’s or Agent’s failure to perform any of their respective material obligations hereunder, which failure shall continue uncured seven (7) days after receipt of written notice thereof to the defaulting Party; |
| (b) | Any representation or warranty made by Merchant or Agent is untrue in any material respect as of the date made or at any time and throughout the Sale Term; or |
| (c) | the Sale is terminated or materially interrupted or impaired for any reason other than an event of default by Agent or Merchant. |
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If a Termination Event occurs, the non-defaulting Party (in the case of an event of default) or either Party (if the Sale is otherwise terminated or materially interrupted or impaired) may, in its 7 discretion, elect to terminate this Agreement by providing seven (7) business days’ written notice thereof to the other Party and, in the case of an event of default, in addition to terminating this Agreement, pursue any and all rights and remedies and damages resulting from such default. If this Agreement is terminated, Merchant shall be obligated to pay Agent all amounts due under this Agreement through and including the termination date.
| K. | Notices |
All notices, certificates, approvals, and payments provided for herein shall be sent by fax or by recognized overnight delivery service as follows: (a) To Merchant: at the address listed above; (b) To Agent: c/o Hilco Merchant Resources, LLC, Xxx Xxxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, Fax: 000- 000-0000, Attn: T. Xxxxxx Xxxxx; or (c) such other address as may be designated in writing by Merchant or Agent. To the extent that a writing or written agreement is required by this Agreement, such writing or written agreement may be memorialized in and transmitted by electronic mail.
| L. | Independent Consultant |
Agent’s relationship to Merchant is that of an independent contractor without the capacity to bind Merchant in any respect. No employer/employee, principal/agent, joint venture or other such relationship is created by this Agreement. Merchant shall have no control over the hours that Agent or its employees or assistants or the Supervisors work or the means or manner in which the services that will be provided are performed and Agent is not authorized to enter into any contracts or agreements on behalf of Merchant or to otherwise create any obligations of Merchant to third parties, unless authorized in writing to do so by Xxxxxxxx.
| M. | Non-Assignment |
Neither this Agreement nor any of the rights hereunder may be transferred or assigned by either Party without the prior written consent of the other Party; provided, however, that Agent may syndicate this transaction with one or more third parties upon notice to, but not the consent of Xxxxxxxx. No modification, amendment or waiver of any of the provisions contained in this Agreement, or any future representation, promise or condition in connection with the subject matter of this Agreement, shall be binding upon any Party to this Agreement unless made in writing and signed by a duly authorized representative or agent of such Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and permitted assigns.
| N. | Severability |
If any term or provision of this Agreement, as applied to either Party or any circumstance, for any reason shall be declared by a court of competent jurisdiction to be invalid, illegal, unenforceable, inoperative or otherwise ineffective, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. If the surviving portions of the Agreement fail to retain the essential understanding of the Parties, the Agreement may be terminated by mutual consent of the Parties.
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| O. | Governing Law, Venue, Jurisdiction and Jury Waiver |
This Agreement, and its validity, construction and effect, shall be governed by and enforced in accordance with the internal laws of the State of Illinois (without reference to the conflicts of laws provisions therein). Merchant and Agent waive their respective rights to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either Agent against Merchant or Merchant against Agent on any matter whatsoever arising out of, or in any way connected with, this Agreement, the relationship between Merchant and Agent, any claim of injury or damage or the enforcement of any remedy under any law, statute or regulation, emergency or otherwise, now or hereafter in effect.
| P. | Entire Agreement |
This Agreement, together with all additional schedules and exhibits attached hereto, constitutes a single, integrated written contract expressing the entire agreement of the Parties concerning the subject matter hereof. No covenants, agreements, representations or warranties of any kind whatsoever have been made by any Party except as specifically set forth in this Agreement. All prior agreements, discussions and negotiations are entirely superseded by this Agreement.
| Q. | Execution |
This Agreement may be executed simultaneously in counterparts (including by means of electronic mail, facsimile or portable document format (pdf) signature pages), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. This Agreement, and any amendments hereto, to the extent signed and delivered by means of electronic mail, a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.
| R. | Bankruptcy |
If the Merchant commences a case under Chapter 11 of title 11, United States Code (the “Bankruptcy Code”), with a bankruptcy court (the “Bankruptcy Court”), the Merchant shall promptly file a motion to assume sections of this Agreement under section 365 and/or 363 of the Bankruptcy Code, and utilize its reasonable best efforts to ensure that such motion is approved by an order that provides, among other things, as follows (the “Approval Order”): (i) the payment of all fees and reimbursement of expenses under this Agreement is approved without further order of the court; (ii) all such payments of fees and reimbursement of expenses related to such Approval Order shall be made on a weekly basis without further order of the Bankruptcy Court and otherwise in accordance with this Agreement; (iii) the payment of all fees and reimbursement of expenses to Agent related to such Approval Orders shall be included in any approved debtor in possession, cash collateral, or other post-petition financing budget as a condition to the Assumption of the Agreement; (iv) authorizing the Sale without the necessity of complying with state and local rules, laws, ordinances and regulations, including, without limitation, permitting and licensing requirements, that could otherwise govern the Sale; (v) authorizing the Sale notwithstanding restrictions in leases, reciprocal easement agreements or other contracts that purport to restrict the Sale or the necessity of obtaining any third party consents; (vi) approving the sale of Additional Agent Goods in accordance with the terms and
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conditions hereof; and (vii) take all further actions as are necessary or appropriate to carry out the terms and conditions of this Agreement. In such event, any legal action, suit or proceeding arising in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Bankruptcy Court having jurisdiction over the Merchant, and each Party waives any defenses or objections based on lack of jurisdiction, improper venue, and/or forum non conveniens. From and after entry of the Approval Order, Agent shall conduct the Sale in accordance with the terms of the Approval Order in all material respects.
| S. | Additional Agent Goods |
| (1) | Exercisable in its reasonable discretion, Agent shall have the right to supplement the Merchandise in the Sale with additional goods procured by Agent which are of like kind, and no lesser quality to the Merchandise in the Sale (“Additional Agent Goods”), provided that Merchant may reasonably object to the inclusion of Additional Agent Goods that are not of like kind and are of lesser quality to the Merchandise in the Sale at the Closing Stores or through the e-commerce platform. Any Additional Agent Goods shall be purchased by Agent as part the Sale at Agent’s sole expense, with the total cost of any such Additional Agent Goods not to exceed fifteen percent (15%) of the aggregate Cost Value in any particular Store. Sales of Additional Agent Goods shall be run through Merchant’s cash register systems, so long as Agent has marked the Additional Agent Goods using either a “dummy” SKU or department number, or in such other manner so as to distinguish the sale of Additional Agent Goods from the sale of Merchandise. Agent and Merchant shall also cooperate to ensure that the Additional Agent Goods are marked in such a way that a reasonable consumer could identify the Additional Agent Goods as non-Merchandise. Additionally, Agent shall provide signage in the Stores notifying customers that the Additional Agent Goods have been included in the Sale. |
| (2) | Agent shall pay to Merchant an amount equal to five percent (5%) of the gross proceeds (excluding sales taxes) from the sale of Additional Agent Goods (the “Additional Agent Goods Fee”) completed during the Sale Term and Agent shall retain all remaining amounts from the sale of the Additional Agent Goods. Agent shall pay to Merchant the then-reconciled Additional Agent Goods Fee in connection with the weekly reconciliation with respect to the sales of Additional Agent Goods sold by the Agent during each then prior week (or at such other mutually agreed upon time). Agent and the Merchant intend that the transactions relating to the Additional Agent Goods are, and shall be construed as, a true consignment from Agent to the Merchant in all respects and not a consignment for security purposes. Subject solely to Agent’s obligations to pay to the Merchant the Additional Agent Goods fee described in this Agreement, at all times and for all purposes the Additional Agent Goods and their proceeds shall be the exclusive property of Agent, and no other person or entity shall have any claim against any of the Additional Agent Goods or their proceeds. At Agent’s sole cost and expense, the Merchant shall insure the Additional Agent Goods and, if required, promptly file any proofs of loss with regard to same with the Merchant’s insurers. Agent shall be responsible for payment of any deductible under any such insurance in the event of any casualty affecting the Additional Agent Goods. |
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| (3) | The Merchant acknowledges that the Additional Agent Goods shall be consigned to the Merchant as a true consignment under Article 9 of the Code. Any Approval Order shall contain provisions reasonable acceptable to Agent governing the treatment and sale of Additional Agent Goods. |
* * *
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If this Agreement is acceptable to you, kindly execute a copy in the space provided, and return a countersigned version to the undersigned. Thank you again for this opportunity — we look forward to working with you.
| Very truly yours, | ||
| HILCO MERCHANT RESOURCES, LLC | ||
| /s/ T. Kellan Grant | ||
| By: | T. Kellan Grant | |
| Its: | EVP Commercial Counsel | |
| AGREED AND ACCEPTED as of the 8th day | ||
| of August, 2024 | ||
| LL FLOORING HOLDINGS, INC. | ||
| /s/ Xxxxxxx Xxxxx | ||
| By: | Xxxxxxx Xxxxx | |
| Its: | Chief Executive Officer | |
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EXHIBIT A
Stores
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LL Flooring, LLC
Exhibit A
Store List
| Count |
Loc # |
Name |
Address |
City |
State |
Zip |
Country |
Phone |
District |
Region |
Open |
Lease |
Gross |
WH |
Selling | |||||||||||||||
| 1 |
1019 | 1019 PHOENIX, AZ | 0000 X. 0xx Xxxxxx | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 27 | 09/01/01 | 06/30/25 | 8,400 | 6,902 | 1,498 | |||||||||||||||
| 2 |
1059 | 0000 XXXXXX XXXXXXXXX, XX | 00000 Xxxxxxxx Xxxx. (Foothill Crossing) | Rancho Cucamonga | CA | 91730 | USA | (000)000-0000 | WESTUS | REGION 14 | 12/14/04 | 05/31/25 | 7,039 | 5,430 | 1,609 | |||||||||||||||
| 3 |
1076 | 1076 COLUMBUS, OH | 0000 Xxxx Xxxxx Xxxxxx | Xxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 28 | 12/19/05 | 04/30/28 | 6,900 | 5,399 | 1,501 | |||||||||||||||
| 4 |
1089 | 1089 CHANHASSEN, MN | 0000 Xxxxx Xxxxx Xxxxx | Xxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 17 | 11/07/06 | 09/30/26 | 6,356 | 5,553 | 803 | |||||||||||||||
| 5 |
1094 | 0000 XXXXXXX, XX | 000 Xxxxxxxxxxx Xxx | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 5 | 03/08/07 | 03/31/27 | 5,740 | 4,760 | 999 | |||||||||||||||
| 6 |
1125 | 1125 MCALLEN, TX | 0000 Xxxx Xxxxxxxx Xx (Xxxxx Xxxxxxxx) | XxXxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 24 | 01/02/08 | 01/31/30 | 15,000 | 12,558 | 2,442 | |||||||||||||||
| 7 |
1126 | 1126 EAST PEORIA, IL | 0000 X. Xxxx Xxxxxx | Xxxx Xxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 8 | 02/02/08 | 01/31/28 | 9,450 | 8,305 | 1,145 | |||||||||||||||
| 8 |
1127 | 1127 LONGMONT, CO | 000 Xxxxxxxx Xxxx | Xxxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 27 | 02/29/08 | 12/31/24 | 6,000 | 5,170 | 830 | |||||||||||||||
| 9 |
1131 | 1131 BURLINGAME, CA | 0000 Xxxxxx Xxxx | Xxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 19 | 10/11/08 | 02/28/25 | 7,200 | 6,192 | 1,008 | |||||||||||||||
| 10 |
1145 | 1145 DAVENPORT, IA | 000 Xxxx Xxxxxxxx Xxxx | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 9 | 10/17/08 | 12/31/24 | 5,500 | 4,595 | 905 | |||||||||||||||
| 11 |
1170 | 1170 FRESNO, CA | 0000 X. Xxxxxx Xxxxxx, Xxxxx 000 (Xxxxxxx Xxxxx) | Xxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 25 | 08/15/09 | 09/30/26 | 8,144 | 6,957 | 1,187 | |||||||||||||||
| 12 |
1177 | 0000 XXXXXXXX, XX | 00 Xxxxxx Xx | Xxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 5 | 11/16/09 | 08/31/28 | 9,900 | 8,434 | 1,466 | |||||||||||||||
| 13 |
1179 | 1179 ROCHESTER, MN | 0000 Xxxxxxx 00X | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 17 | 10/02/09 | 03/31/25 | 5,388 | 4,474 | 914 | |||||||||||||||
| 14 |
1187 | 0000 XXXXXXXXX, XX | 0000 Xxx 00 | Xxxx Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 16 | 10/17/09 | 09/30/26 | 7,100 | 6,200 | 900 | |||||||||||||||
| 15 |
1189 | 0000 XXXXXXXXXXX, XX | 0000 Xxxx Xxxxxx | Xxxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 25 | 11/27/09 | 05/31/28 | 8,500 | 6,970 | 1,530 | |||||||||||||||
| 16 |
1208 | 0000 XXXXXXXX, XX | 0000 Xxxxxxx Xxxxxxx | Xxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 3 | 06/14/10 | 10/31/24 | 5,000 | 4,076 | 924 | |||||||||||||||
| 17 |
1213 | 0000 XXX XXXXX, XX | 0000 Xxxxx Xxxxxx Xxxxx X & X | Xxx Xxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 14 | 08/13/10 | 09/30/25 | 7,339 | 6,139 | 1,200 | |||||||||||||||
| 18 |
1223 | 1223 SHERMAN, TX | 0000 X Xxx Xxxxxxx Xxxxxxx | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 11 | 12/10/10 | 02/28/25 | 4,317 | 3,409 | 908 | |||||||||||||||
| 19 |
1227 | 1227 GENEVA, IL | 0000 Xxxxx Xxxxxxx Xxxx Xxxx | Xxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 8 | 12/04/10 | 01/31/30 | 6,000 | 4,542 | 1,458 | |||||||||||||||
| 20 |
1232 | 0000 XXXXX XXXXX, XX | 000 Xxxxxxxxx Xxxxx X | Xxxxx Xxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 5 | 02/25/11 | 12/31/24 | 6,397 | 4,893 | 1,504 | |||||||||||||||
| 21 |
1244 | 0000 XXXXXXXXX, XX | 0000 Xxxxxxxxxxxx Xxxxx (Xxxxxxxxxxx Xxxxxxx) | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 28 | 05/26/11 | 08/31/26 | 5,800 | 4,650 | 1,150 | |||||||||||||||
| 22 |
1254 | 1254 CHAMPAIGN, IL | 000 X. Xxxxxxxxxx Xxxxx | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 8 | 09/19/11 | 08/31/26 | 7,091 | 5,861 | 1,230 | |||||||||||||||
| 23 |
1285 | 0000 XXXXXXXXX, XX | 000 Xxxxxxxxxx 00 Xxxxxxxx Xxxx | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 11 | 04/17/13 | 08/31/28 | 7,841 | 6,240 | 1,601 | |||||||||||||||
| 24 |
1290 | 1290 LAS VEGAS, NV | 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxx 0-0 (Xxxxxx Xxxxx Xxxxxxxx Xxxxxx) | Xxx Xxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 14 | 06/26/13 | 08/31/27 | 6,000 | 4,511 | 1,489 | |||||||||||||||
| 25 |
1293 | 0000 XXXXXX XXXXXX, XX | 0000 Xxxxxx Xxx (Xxxxxx Xxxxx) | Xxxxxx Xxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 26 | 02/14/13 | 06/30/29 | 7,070 | 5,569 | 1,501 | |||||||||||||||
| 26 |
1295 | 1295 CRYSTAL LAKE, IL | 0000 XX Xxxxxxx 00 | Xxxxxxx Xxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 8 | 07/27/13 | 09/30/25 | 6,347 | 4,826 | 1,521 | |||||||||||||||
| 27 |
1310 | 0000 XXXXXXXXXX, XX | 000-000 Xxxx Xxxxxxx Xxxx | Xxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 26 | 10/28/13 | 01/31/29 | 6,450 | 4,949 | 1,501 | |||||||||||||||
| 28 |
1311 | 0000 XXXXXXXX, XX | 0000 Xxxxxxxxx Xxxxx Xxxx, Xxxxx 00 & 00 (Xxx Xxxxx xx Xxxxxxxx) | Xxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 22 | 10/02/13 | 01/31/26 | 7,000 | 5,499 | 1,501 | |||||||||||||||
| 29 |
1314 | 0000 XXXXXXXXX, XX | 0000 Xxxxxxx Xxxx, Xxxxx X-0 (Xxxxxxx Xxxxxxxx) | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 19 | 05/19/14 | 11/30/24 | 6,430 | 4,938 | 1,492 | |||||||||||||||
| 30 |
1316 | 0000 XXXXXXXXX, XX | 0000 Xxxxxxxx Xxxxx | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 28 | 12/24/13 | 03/31/25 | 8,000 | 6,499 | 1,501 | |||||||||||||||
| 31 |
1317 | 1317 REYNOLDSBURG, OH | 0000 Xxxxx Xxxx (Xxxxx Xxxx Xxxxxxxx Xxxxxx) | Xxxxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 28 | 07/13/14 | 07/31/29 | 7,200 | 5,705 | 1,495 | |||||||||||||||
| 32 |
1318 | 1318 ROSWELL, GA | 000 Xxxxxxx Xxxxxx Xxxx, Xxxxx 000 | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 6 | 12/21/13 | 01/31/33 | 5,466 | 4,070 | 1,396 | |||||||||||||||
| 33 |
1319 | 1319 CINCINNATI, OH | 000 Xxxx Xxxx, Xxxx Xx. 00 (Xxxxxx Xxxxx Xxxxx) | Xxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 28 | 04/14/14 | 01/31/25 | 6,035 | 4,565 | 1,470 | |||||||||||||||
| 34 |
1324 | 1324 SANTEE, CA | 000-000 Xxxx Xxxxxx Xxxxxxx (Xxxxxx Xxxx Xxxxxx) | Xxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 14 | 10/10/15 | 12/31/25 | 6,081 | 4,576 | 1,505 | |||||||||||||||
| 35 |
1325 | 0000 XXXXXXXXX, XX | 0000 Xxxxxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 26 | 07/12/14 | 09/30/26 | 6,500 | 5,015 | 1,485 | |||||||||||||||
| 36 |
1335 | 0000 XXXXXXX XXXX, XX | 00000 X. Xxxxx Xxx (Xxxxxxx Xxxx Xxxxxx | Xxxxxxx Xxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 10 | 04/18/14 | 08/31/26 | 7,034 | 5,464 | 1,570 | |||||||||||||||
| 37 |
1341 | 1341 LEOMINSTER, MA | 489-000 Xxxxx Xxxx Xxxxxx (XxxxxXxxxx Xxxxx) | Xxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 1 | 06/16/14 | 08/31/29 | 7,967 | 6,186 | 1,781 | |||||||||||||||
| 00 |
0000 | 0000 XXXXXXXXXXXX, XX | 0000 Xxxxx Xxxxxxxx Xxxx. | S. Philadelphia | PA | 19147 | USA | (000)000-0000 | EASTUS | REGION 22 | 11/14/14 | 12/31/24 | 6,235 | 4,743 | 1,492 | |||||||||||||||
| 39 |
1345 | 0000 XXXXXXXXXXX XXXXXXXX, X0X000 | 0000 Xxxx Xxxx (Timonium Sq.) | Timonium | MD | 21093 | USA | (000)000-0000 | EASTUS | REGION 3 | 07/25/14 | 12/31/27 | 7,500 | 5,986 | 1,514 | |||||||||||||||
| 40 |
1350 | 0000 XXXXXXX, XX | 0000 Xxxxxx Xxxx Xxxx (Xxxxxxx Xxxxxxxx) | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 5 | 04/24/15 | 05/31/25 | 5,587 | 3,999 | 1,588 | |||||||||||||||
| 41 |
1352 | 1352 TORRANCE, CA | 0000 X. Xxxx Xxxxxx, Xxxxx 000 (The Shops at South Bay) | Torrance | CA | 90501 | USA | (000)000-0000 | WESTUS | REGION 14 | 10/14/14 | 02/28/25 | 5,175 | 3,488 | 1,687 | |||||||||||||||
| 42 |
1355 | 1355 SOUTH ELGIN, IL | 000 Xxxxxxx Xxxx (Shops at South Elgin/Shops at Xxxxxxx Road) | South Elgin | IL | 60177 | USA | (000)000-0000 | EASTUS | REGION 8 | 06/10/15 | 08/31/27 | 8,400 | 6,928 | 1,472 | |||||||||||||||
| 00 |
0000 | 0000 XXXX XXXXX, XX | 000 Xxxxxx Xxxx (Xxxxxxxx Village Shopping Center) | Ft. Worth | TX | 76114 | USA | (000)000-0000 | WESTUS | REGION 11 | 06/11/15 | 09/30/27 | 7,500 | 5,980 | 1,520 | |||||||||||||||
| 00 |
0000 | 0000 XXXXXX, XX | 0000 Xxxxxxxx Xxxx. (Colorado Square) | Denton | TX | 76205 | USA | (000)000-0000 | WESTUS | REGION 11 | 08/28/15 | 10/31/25 | 7,168 | 5,625 | 1,543 | |||||||||||||||
| 45 |
1366 | 1366 KATY, TX | 000 Xxxx Xxxx Xxxx Xxxx (Xxxxxxx xx Xxxx Xxxxx Xxxxxx) | Xxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 24 | 11/21/15 | 02/28/26 | 7,500 | 5,917 | 1,583 | |||||||||||||||
| 46 |
1372 | 0000 XXXXXXXX XXXXX, XX | 000 Xxxxxxx Xxx. | Fairless Hills | PA | 19030 | USA | (000)000-0000 | EASTUS | REGION 22 | 11/04/15 | 06/30/26 | 8,045 | 6,550 | 1,495 | |||||||||||||||
| 47 |
1376 | 1376 TAMPA, FL | 0000 Xxxx Xxxxxxxxxxxx Xxxxxx (Xxxx Xxxxx) | Xxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 12 | 08/27/16 | 11/30/25 | 7,000 | 5,816 | 1,184 | |||||||||||||||
| 48 |
1379 | 1379 OLYMPIA, WA | 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 (Xxxxxx Xxxxx Xxxxxxxx) | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 30 | 11/17/16 | 11/30/28 | 7,181 | 5,980 | 1,201 | |||||||||||||||
| 49 |
1385 | 1385 GAINESVILLE, FL | 0000 XX 00xx Xxxxxx (Xxxxxxxxxxx Xxxxx) | Xxxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 12 | 12/01/17 | 03/31/27 | 9,677 | 8,345 | 1,332 | |||||||||||||||
| 50 |
1386 | 0000 XXXXXXXXX, XX | 0000 Xxxxxxxxx Xxxx, Xxxxx X-0 | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 15 | 12/01/17 | 01/31/28 | 8,000 | 6,598 | 1,402 | |||||||||||||||
| 51 |
1388 | 1388 MESA, AZ | 0000 X. Xxxxx Xxxx | Xxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 27 | 09/01/17 | 06/30/29 | 7,988 | 6,656 | 1,332 | |||||||||||||||
| 52 |
1389 | 1389 SALINAS, CA | 0000 X. Xxxx Xxxxxx | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 19 | 01/26/18 | 04/30/28 | 7,038 | 5,711 | 1,327 | |||||||||||||||
| 53 |
1393 | 1393 Loveland, CO | 0000 Xxxxx Xxxxxxxx Xxxxxx | Xxxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 27 | 02/23/18 | 04/30/28 | 8,034 | 6,678 | 1,356 | |||||||||||||||
| 54 |
1394 | 0000 XXXX XXXXXXX, XX | 0000 Xxxxx Xxxxx (Xxxx Xxxxxxx Xxxxx Xxxxxx) | Xxxx Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 16 | 04/27/18 | 07/31/28 | 9,930 | 8,358 | 1,572 | |||||||||||||||
| 55 |
1396 | 1396 KILLEEN, TX | 0000 Xxxxx Xxxx Xxxx Xxxxxx, Xxxxx 000 (Xxxxxxxx Xxxxx) | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 24 | 03/16/18 | 05/31/25 | 5,884 | 4,400 | 1,484 | |||||||||||||||
| 56 |
1398 | 1398 SAINT CLOUD, MN | 0000 Xxxxxxxx Xxxxxx Xxxx (Xxxxxxxx Xxxxxx Xxxxx) | Xx. Xxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 17 | 05/18/18 | 06/30/25 | 8,004 | 6,452 | 1,552 | |||||||||||||||
| 57 |
1401 | 1401 ELK GROVE, CA | 0000 Xxx Xxxxx Xxxxxxxxx (Elk Grove Shopping Center) | Elk Grove | CA | 95624 | USA | (000)000-0000 | WESTUS | REGION 19 | 05/25/18 | 09/30/26 | 8,927 | 7,595 | 1,332 | |||||||||||||||
| 58 |
1405 | 0000 Xxx Xxxxxxxx, XX | 0000 Xxxxxxx Xxxxxx (The Orchard Shopping Center) | New Hartford | NY | 13413 | USA | (000)000-0000 | EASTUS | REGION 4 | 06/29/18 | 11/30/25 | 6,000 | 4,616 | 1,384 | |||||||||||||||
| 59 |
1408 | 1408 XXXXXXXX, CO | 000 Xxxx 000xx Xxxxxx | Xxxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 27 | 08/28/19 | 07/31/29 | 10,855 | 5,078 | 5,777 | |||||||||||||||
| 60 |
1410 | 0000 Xxxxxxxxxx, XX | 00000 Xxxxxxx Xxxxx Xxxx (Festival at Manassas Center) | Woodbridge | VA | 22192 | USA | (000)000-0000 | EASTUS | REGION 20 | 10/12/18 | 10/31/28 | 7,160 | 5,814 | 1,346 | |||||||||||||||
| 61 |
1412 | 0000 X XXX XXXXXXX, XX | 0000 XX Xxxxxxxx Xxxxx, Xxx 000 (Xxxx Xxxx Xxxxxxx) | Xxx Xxxxxxx #0 | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 24 | 11/09/18 | 10/31/25 | 8,100 | 6,732 | 1,368 | |||||||||||||||
| 62 |
1413 | 0000 XXXXXX XXXX, XX | 0000 XX Xxxxxx Xxxx | Xxxxxx Xxxxx (Xxxxx) | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 9 | 05/03/19 | 03/31/29 | 6,500 | 5,086 | 1,414 | |||||||||||||||
| 63 |
1417 | 0000 XXXXXXXXXXXX, XX | 00000-00000 Xxxxxxxxxxxx Xxxxxxx Xxxx | Xxxxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 9 | 03/22/19 | 06/30/26 | 4,520 | 2,807 | 1,713 | |||||||||||||||
| 64 |
1419 | 1419 PARKERSBURG, WV | 0000 Xxxx Xxxxxx, Xxxxx 0X xxx 0 | Xxxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 23 | 05/17/19 | 06/30/29 | 6,430 | 5,014 | 1,416 | |||||||||||||||
| 65 |
1423 | 1423 KENTWOOD, MI | 0000 00xx Xxxxxx XX Xxxxxxxx (Xxxxxxxx Xxxxx Xxxxxx) | Xxxxxxxx | Xx | 00000 | XXX | (000)000-0000 | EASTUS | REGION 7 | 12/06/19 | 01/31/29 | 8,400 | 5,691 | 2,709 | |||||||||||||||
| 66 |
1424 | 1424 SOLON, OH | 0000 Xxxxx Xxxxx, Xxxxx 000 (Xxxxxx Xxxxx Xxxxxx) | Xxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 4 | 05/29/20 | 07/31/25 | 8,000 | 5,325 | 2,675 | |||||||||||||||
| 67 |
1426 | 1426 BLOOMINGTON, IL | 0000 X Xxxxxx Xxxxxx, Xxxxx 000-000 | Xxxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 8 | 08/14/20 | 10/31/27 | 6,651 | 5,440 | 1,211 | |||||||||||||||
| 68 |
1427 | 1427 College Station, TX | 0000 Xxxxxx Xxxx | Xxxxxxx Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 24 | 05/29/20 | 07/31/27 | 6,435 | 5,022 | 1,413 | |||||||||||||||
| 69 |
1428 | 1428 Albany, OR | 0000 Xxxx Xxxxxx XX | Xxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 15 | 06/26/20 | 07/31/27 | 7,219 | 5,678 | 1,541 | |||||||||||||||
| 70 |
1430 | 0000 Xxxxxxxxxxx, XX | 000 Xxxxxxxx Xxxx | Xxxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 10 | 11/20/20 | 10/31/25 | 12,272 | 10,854 | 1,418 | |||||||||||||||
| 00 |
0000 | 0000 XXXXXXX, XX | 000-00 X Xxxxxxxxx Xxxxxxx Xxxx | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 5 | 05/03/21 | 01/31/28 | 10,121 | 8,472 | 1,649 |
| Hilco Merchant Resources, LLC | Page 1 | 8/5/2024 |
LL Flooring, LLC
Exhibit A
Store List
| Count |
Loc # |
Name |
Address |
City |
State |
Zip |
Country |
Phone |
District |
Region |
Open |
Lease |
Gross |
WH |
Selling | |||||||||||||||
| 72 |
0000 | 0000 XXXXXXXX, XX | 000 X. Xxxxx Xxxx Xxxx. (Xxxxxx Xxxx Shoping Center) | Franklin | TN | 37064 | USA | (000)000-0000 | SOUTHUS | REGION 10 | 03/26/21 | 04/30/26 | 6,467 | 5,102 | 1,365 | |||||||||||||||
| 73 |
1434 | 1434 Exton, PA | 000 X. Xxxxxxx Xxxxxxx (Xxxxxxxxx Xxxx Xxxxxx) | Xxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 22 | 04/21/21 | 06/30/26 | 5,845 | 4,346 | 1,499 | |||||||||||||||
| 74 |
1435 | 0000 XXXXXXX Xxxxxxxx, XX | 0000 Xxxxxxxxxx Xxxx | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 24 | 09/03/21 | 05/31/26 | 2,013 | 474 | 1,539 | |||||||||||||||
| 75 |
1436 | 0000 XXXXXXXXXX, XX | 0000 Xxxx xx Xxx Xxxx | Xxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 12 | 07/16/21 | 10/31/26 | 2,000 | 611 | 1,389 | |||||||||||||||
| 76 |
1437 | 1437 VISALIA, CA | 0000 X. Xxxxxx Xxxxxxxxx (Xxxxxxx Xxxxx) | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 25 | 11/29/21 | 11/30/28 | 10,300 | 8,891 | 1,409 | |||||||||||||||
| 77 |
1440 | 0000 Xxxxxxxxxxx, XX | 0000 Xxxxx Xxxxxx | Xxxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 16 | 06/28/21 | 08/31/26 | 7,574 | 6,170 | 1,404 | |||||||||||||||
| 78 |
1441 | 1441 BECKLEY, WV | 0000 X. Xxxxxxxxxx Xxxxx (Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx) | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 20 | 06/28/21 | 08/31/26 | 8,450 | 7,046 | 1,404 | |||||||||||||||
| 79 |
1442 | 0000 Xxxxxxx, XX | 0000 Xxxx Xxxxx | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 16 | 09/15/21 | 10/31/26 | 5,500 | 4,062 | 1,438 | |||||||||||||||
| 80 |
1444 | 1444 Muncie, IN | 0000 X XxXxxxxxxx Xxxx (Xxxxxxxxx Xxxxx) | Xxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 28 | 01/10/22 | 03/31/27 | 8,275 | 6,860 | 1,415 | |||||||||||||||
| 81 |
1445 | 1445 Framingham, MA | 235 Old Connecticut Path | Framingham | MA | 01701 | USA | (000)000-0000 | EASTUS | REGION 1 | 02/14/22 | 02/28/29 | 6,560 | 5,001 | 1,559 | |||||||||||||||
| 82 |
1446 | 0000 Xxxxx Xxxxx, XX | 000 Xxxx Xxxxxx | Xx. Xxxxx | NJ | 08060 | USA | (000)000-0000 | EASTUS | REGION 22 | 04/25/22 | 03/31/27 | 9,602 | 8,182 | 1,420 | |||||||||||||||
| 83 |
1447 | 0000 Xxxxxx, XX | 0000 X. Xxxxx Xxxxxx, Xxxxx 000 | Xxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 30 | 12/06/21 | 01/31/32 | 11,015 | 9,533 | 1,482 | |||||||||||||||
| 84 |
1449 | 0000 Xxxxxxxxxx, XX | 1807-0000 X. Xxxxxx Xxxxxx (Xxxxx Xxxx Xxxxx) | Xxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 2 | 03/28/22 | 06/30/32 | 7,915 | 6,220 | 1,695 | |||||||||||||||
| 85 |
1450 | 0000 XXXXX XXXXXXXXX, XX | 000 XXX Xx. | Xx. Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 12 | 03/21/22 | 04/30/27 | 9,000 | 7,596 | 1,404 | |||||||||||||||
| 86 |
1451 | 1451 MENOMONEE FALLS, WI | N81W15086 Xxxxxxxx Xxx | Xxxxxxxxx Xxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 17 | 01/31/22 | 06/30/33 | 8,569 | 7,181 | 1,388 | |||||||||||||||
| 00 |
0000 | 0000 Xxxxxxxxxx, XX | 000 X Xxxxxx Xx. | Bellingham | WA | 28226 | USA | (000)000-0000 | WESTUS | REGION 30 | 11/07/22 | 12/31/27 | 7,522 | 6,118 | 1,404 | |||||||||||||||
| 88 |
1454 | 1454 Cumming, GA | 000 Xxxxxxx Xxxx, Xxxxx 000X | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 6 | 06/13/22 | 07/31/27 | 5,980 | 4,576 | 1,404 | |||||||||||||||
| 89 |
1455 | 1455 Tuscaloosa, AL | 0000 Xxxxxxxxx Xxxx | Xxxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 6 | 03/28/22 | 05/31/27 | 6,200 | 4,796 | 1,404 | |||||||||||||||
| 90 |
1458 | 0000 Xxxxxx Xxxxx, XX | 0000 Xxxxxxx Xx. Suite 14 | Battle Creek | Mi | 49015 | USA | (000)000-0000 | EASTUS | REGION 7 | 06/13/22 | 07/31/27 | 8,036 | 6,552 | 1,484 | |||||||||||||||
| 91 |
1459 | 1459 Joplin, MO | 000 Xxxxxxxxx, Xxxxxxxxx Xxxxxx | Xxxxxx | XX | 00000 | XXX | (000)000-0000 | SOUTHUS | REGION 9 | 12/05/22 | 12/31/27 | 7,004 | 5,639 | 1,365 | |||||||||||||||
| 92 |
1460 | 0000 Xxxxxxxx Xxxxxx, XX | 0000 X 0xx Xxxxxx | Xxxxxxxx Xxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 27 | 09/19/22 | 12/31/32 | 11,560 | 10,156 | 1,404 | |||||||||||||||
| 93 |
1462 | 1462 MUNDELEIN, IL | 0000 X. Xxxxx 00 | Xxxxxxxxx | XX | 00000 | XXX | (000)000-0000 | EASTUS | REGION 8 | 10/27/22 | 11/30/32 | 6,789 | 5,385 | 1,404 | |||||||||||||||
| 94 |
1463 | 0000 Xxxxxxx, XX | 0000 X. Xxxxxxxx Xxxxx | Xxxxxxx | XX | 00000 | XXX | (000)000-0000 | WESTUS | REGION 11 | 09/22/22 | 10/31/27 | 6,027 | 4,630 | 1,397 | |||||||||||||||
|
|
|
| ||||||||||||||||||||||||||||
| 94 | Average Sq. Ft. | 7,315 | 5,837 | 1,479 |
| Hilco Merchant Resources, LLC | Page 2 | 8/5/2024 |
EXHIBIT B
Expense Budget
16
LL Flooring, LLC
Exhibit B
Expense Budget
| 1st Week | Each Subsequent Week |
|||||||
| Advertising |
||||||||
| Digital & Media |
22,400 | 22,400 | ||||||
| Signs (1) |
76,637 | — | ||||||
| Sign Walkers |
67,561 | 67,561 | ||||||
|
|
|
|
|
|||||
| Subtotal Advertising |
166,598 | 89,961 | ||||||
| Supervision |
||||||||
| Fees / Wages / Expenses (2) |
232,100 | 169,700 | ||||||
|
|
|
|
|
|||||
| Subtotal Supervision |
232,100 | 169,700 | ||||||
| Miscellaneous |
||||||||
| Miscellaneous /Legal (3) |
50,000 | — | ||||||
|
|
|
|
|
|||||
| Subtotal Miscellaneous |
50,000 | — | ||||||
|
|
|
|
|
|||||
| Total Expenses |
448,699 | 259,661 | ||||||
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Notes:
1. Includes Sales Tax.
2. Includes Deferred Compensation and Insurance.
3. Any legal expenses associated with issues raised by or disputes with landlords, including (without limitation) negotiations in respect of landlord side letters, shall be in addition to and not part of the budgeted legal expenses.
| Hilco Merchant Resources, LLC | 8/2/2024 |
