REGISTRATION RIGHTS AGREEMENT by and among Number Merger Sub, Inc. and RBC Capital Markets, LLC as representative of the Initial Purchasers Dated as of December 29, 2011Registration Rights Agreement • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
This Agreement is made pursuant to the Purchase Agreement, dated December 14, 2011 (the “Purchase Agreement”), by and among the Escrow Issuer and the Representative, and after giving effect to the Purchase Agreement Joinder (as defined therein), the Company and the Guarantors (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the Holders (as defined below) from time to time of the Initial Securities (as defined below), including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Escrow Issuer has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.
CREDIT AGREEMENT Dated as of January 13, 2012 among NUMBER MERGER SUB, INC., as the initial Borrower, which on the Effective Date shall be merged within and into 99¢ ONLY STORES, with 99¢ ONLY STORES surviving such merger as the Borrower, NUMBER...Credit Agreement • January 13th, 2012 • 99 Cents Only Stores • 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¢ ONLY STORES, a California corporation (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”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of January 13, 2012 between (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 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 below) and (iii) any ABL Hedging Affiliates (as defined below) (such ABL Cash Management Affiliates and ABL Hedging Affiliates, together with the ABL Agent and the ABL Lenders and any other secu
CREDIT AGREEMENT Dated as of January 13, 2012 among NUMBER MERGER SUB, INC., as the initial Borrower, which on the Effective Date shall be merged within and into 99¢ ONLY STORES, with 99¢ ONLY STORES surviving such merger as the Borrower, NUMBER...Credit Agreement • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
Page Schedules Schedule I - Revolving Credit Commitments Schedule II - Subsidiary Guarantors Schedule 1.1A - Certain Security Interests and Guarantees Schedule 1.1B - Credit Card Agreements Schedule 1.7(b) - Adjustments to Consolidated EBITDA Schedule 5.10(a) - ERISA Compliance Schedule 5.11 - Subsidiaries and Other Equity Investments Schedule 8.13 - Post Closing Items Schedule 9.1(b) - Existing Liens Schedule 9.2(f) - Existing Investments Schedule 9.3(b) - Existing Indebtedness Schedule 9.6(c) - Permitted Restricted Payments Schedule 9.8(h) - Existing Transactions with Affiliates Schedule 9.9 - Burdensome Agreements Schedule 12.8 - Administrative Agent’s Office, Certain Addresses for Notices
SECURITY AGREEMENTSecurity Agreement • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
This SECURITY AGREEMENT, dated as of January 13, 2012 (this “Agreement”), among NUMBER MERGER SUB, INC., a California corporation (which on the Effective Date shall be merged with and into 99¢ ONLY STORES, a California corporation (the “Company”), with the Company surviving such merger as the Borrower (the “Borrower”), NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors set forth on Schedule I hereto and Royal Bank of Canada, as Collateral Agent for the Secured Parties.
GUARANTY dated as of January 13, 2012 among NUMBER HOLDINGS, INC., as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and ROYAL BANK OF CANADA, as Administrative Agent and Collateral AgentGuaranty • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
This GUARANTY, dated as of January 13, 2012 (this “Guaranty"), is among NUMBER HOLDINGS, INC., a Delaware corporation (“Holdings”), and the other Guarantors set forth on Schedule I hereto and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Secured Parties (as defined below).
SUPPLEMENTAL INDENTURESupplemental Indenture • January 13th, 2012 • 99 Cents Only Stores • Retail-variety stores • New York
This Supplemental Indenture (this “Supplemental Indenture”), dated as of January 13, 2012 among 99¢ Only Stores, a California corporation (the “Issuer”), 99 Cents Only Stores Texas, Inc., a Delaware corporation and 99 Cents Only Stores, a Nevada corporation (together, the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
