AMENDMENT NO. 3 TO THE TERM CREDIT AGREEMENTCredit Agreement • November 7th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 13, 2012 among NUMBER MERGER SUB, INC., a California corporation and the initial Borrower (which on the Effective Date shall be merged with and into 99 CENTS ONLY STORES LLC (f/k/a 99¢ ONLY STORES), a California corporationlimited liability company (the “Company”), with the Company surviving such merger as the successor Borrower), NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TERM LOAN INTERCREDITOR AGREEMENTIntercreditor Agreement • November 7th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • New York
TERM LOAN INTERCREDITOR AGREEMENT, dated as of November 7, 2017 (this “Agreement”), among NUMBER HOLDINGS, INC. (“Holdings”), 99 CENTS ONLY STORES LLC (the “Borrower”), the other Grantors (as defined below) party hereto, ROYAL BANK OF CANADA (“Royal Bank”), as Representative for the Credit Agreement Secured Parties (in such capacity, the “Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative for the Initial Second Priority Debt Parties (in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time to time becomes a party hereto pursuant to Section 8.09.
AMENDMENT NO. 6 TO THE ABL CREDIT AGREEMENTCredit Agreement • November 7th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 13, 2012, among NUMBER MERGER SUB, INC., a California corporation and the initial Borrower (which on the Effective Date shall be merged with and into 99 CENTS ONLY STORES LLC (f/k/a 99¢ ONLY STORES), a California limited liability company (the “Company”), with the Company surviving such merger as the successor Borrower), NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, TPG SPECIALTY LENDING, INC., as agent for the FILO Lenders as of the Amendment No. 5 Effective Date (in such capacity, including any successor thereto, the “FILO Agent”), and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SECOND LIEN GUARANTY dated as of November 7, 2017 among NUMBER HOLDINGS, INC., as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent99 Cents Only Stores LLC • November 7th, 2017 • Retail-variety stores • New York
This SECOND LIEN GUARANTY, dated as of November 7, 2017 (this “Guaranty”), is among NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), and the other Guarantors set forth on Schedule I hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent for the Secured Parties (as defined below).
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • November 7th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • New York
FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into as of November 7, 2017 by and among (a) ROYAL BANK OF CANADA (“Royal Bank”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for (i) the financial institutions, lenders and investors party from time to time to the ABL Credit Agreement (as defined in the Intercreditor Agreement referred to below) (such financial institutions, lenders and investors together with their respective successors, assigns and transferees, including any letter of credit issuers under the ABL Credit Agreement, the “ABL Lenders”), (ii) any ABL Cash Management Affiliates (as defined in the Intercreditor Agreement) and (iii) any ABL Hedging Affiliates (as defined in the Intercreditor Agreement) (such ABL Cash Management Affiliates and ABL Hedging Affiliates, together with the ABL Agent and the ABL Lenders and any other secured parties under any AB
SECOND LIEN SECURITY AGREEMENT dated as of November 7, 2017 among 99 CENTS ONLY STORES LLC, as the Borrower, NUMBER HOLDINGS, INC. as Holdings, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Second Lien Security Agreement • November 7th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • New York
This SECOND LIEN SECURITY AGREEMENT, dated as of November 7, 2017 (this “Agreement”), among 99 CENTS ONLY STORES LLC, a California limited liability company (the “Borrower”), NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors set forth on Schedule I hereto and Wilmington Trust, National Association, as Collateral Agent for the Secured Parties.
