GREGG APPLIANCES, INC., as Issuer, HHG DISTRIBUTING, LLC, as Subsidiary Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Indenture Dated as of February 3, 2005 9% Senior Notes due 2013Indenture • July 8th, 2005 • HHG Distributing, LLC • New York
INDENTURE, dated as of February 3, 2005, among GREGG APPLIANCES, INC., an Indiana corporation (the “Company”), HHG DISTRIBUTING, LLC, an Indiana limited liability company (“Subsidiary Guarantor”), and Wells Fargo Bank, National Association, as Trustee.
LOAN AND SECURITY AGREEMENT by and among GREGG APPLIANCES, INC. as Borrower and HHG DISTRIBUTING, LLC as Guarantor CONGRESS FINANCIAL CORPORATION (CENTRAL) as Administrative Agent and Collateral Agent WACHOVIA CAPITAL MARKETS LLC as Sole Lead Arranger...Loan and Security Agreement • July 8th, 2005 • HHG Distributing, LLC • New York
This Loan and Security Agreement, dated February 3, 2005 (the “Agreement”), is entered into by and among Gregg Appliances, Inc. an Indiana corporation (“Borrower”), HHG Distributing, LLC, an Indiana limited liability company (“Guarantor”), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”), Congress Financial Corporation (Central), an Illinois corporation (“Congress”), in its capacity as administrative agent and collateral agent for Lenders (in such capacity “Agent”), Wachovia Capital Markets LLC, a Delaware limited liability company (“WCM”), in its capacity as lead arranger and bookrunner for the credit facility (in such capacity, the “Lead Arranger”), and Wachovia Bank, National Association, in is capacity as syndication agent for the credit facility.
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2005 • HHG Distributing, LLC
THIS AGREEMENT is entered into as of October 19, 2004 between Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Jerry W. Throgmartin (“Executive”).
February 3, 2005 Mr. W. Gerald Throgmartin Gregg Appliances, Inc.Employment Agreement • July 8th, 2005 • HHG Distributing, LLC
AGREEMENT AND PLAN OF MERGER BY AND AMONG GREGG INVESTMENT CORPORATION, LLC GIC CORPORATION, GREGG APPLIANCES, INC. AND THE SELLERS NAMED HEREINMerger Agreement • July 8th, 2005 • HHG Distributing, LLC • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made this 19th day of October, 2004 (the “Execution Date”), by and among Gregg Investment Corporation, LLC, a Delaware limited liability company (“Investor”), GIC Corporation, an Indiana corporation (the “Merger Sub”), Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Jerry W. Throgmartin, Gregg William Throgmartin (on his own behalf and as trustee for the Jerry W. Throgmartin Charitable Trust and the Jerry W. Throgmartin Irrevocable Trust for the benefit of Christy and Nicky Throgmartin), Kelli Throgmartin Ball, Sandra M. Throgmartin, Janice K. Malone, Monica L. Adams, William G. Throgmartin and Dennis L. May, each an individual residing in the State of Indiana, (collectively, the “Sellers” and each individually, a “Seller”).
GREGG APPLIANCES, INC.Security Agreement • July 8th, 2005 • HHG Distributing, LLC
THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:
STOCKHOLDERS AGREEMENT by and among FS EQUITY PARTNERS V, L.P., GREGG INVESTMENT CORPORATION, LLC, JERRY W. THROGMARTIN, GREGG WILLIAM THROGMARTIN, DENNIS L. MAY, AND GREGG APPLIANCES, INC. February 3, 2005Stockholders Agreement • July 8th, 2005 • HHG Distributing, LLC • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2005 by and among Gregg Appliances, Inc., an Indiana corporation (the “Company”), Gregg Investment Corporation, LLC, a Delaware limited liability company (the “Investor”), FS Equity Partners V, L.P., a Delaware limited partnership and the sole member of Investor (“FSEP V” and, collectively with Investor, the “Investor Parties”), and Jerry W. Throgmartin, Gregg William Throgmartin, and Dennis L. May (each of such three individuals, an “Existing Stockholder” and, collectively, the “Existing Stockholders”).
GUARANTEEGuarantee • July 8th, 2005 • HHG Distributing, LLC • New York
THIS GUARANTEE, dated February 3, 2005 (as amended, modified, supplemented, extended, renewed, restated or replaced, this “Guarantee”), is by HHG DISTRIBUTING, LLC, an Indiana limited liability company (“Guarantor”), with its chief executive office at 4151 East 96th Street, Indianapolis, Indiana 46240, in favor of CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois corporation, as administrative agent for the Lenders described below (in such capacity, together with its successors and assigns, “Agent”), having an office at 150 South Wacker Drive, Chicago, Illinois 60606.
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • July 8th, 2005 • HHG Distributing, LLC • Delaware
This First Amendment to Stockholders Agreement (this “Amendment”), dated as of March 8, 2005, relates to the Stockholders Agreement (as amended and in effect from time to time, the “Stockholders Agreement”) by and among Gregg Appliances, Inc., an Indiana corporation (the “Company”), Gregg Investment Corporation, LLC, a Delaware limited liability company (the “Investor”), FS Equity Partners V, L.P., a Delaware limited partnership (“FSEP V”), Jerry W. Throgmartin, Gregg William Throgmartin and Dennis L. May.
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Collateral Assignment and Security Agreement • July 8th, 2005 • HHG Distributing, LLC • New York
THIS TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT, dated February 3, 2005 (as amended, modified, supplemented, restated or replaced, this “Trademark Security Agreement”), is by and between GREGG APPLIANCES, INC., an Indiana corporation (“Debtor”), with its chief executive office at 4151 East 96th Street, Indianapolis, Indiana 46240, and CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois corporation, in its capacity as agent for the Lenders described below (in such capacity, “Secured Party”), having an office at 150 South Wacker Drive, Chicago, Illinois 60606.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2005 • HHG Distributing, LLC • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2005 by and among Gregg Appliances, Inc., an Indiana corporation (the “Company”), Gregg Investment Corporation, LLC, a Delaware limited liability company (the “Investor”), and Jerry W. Throgmartin, Gregg William Throgmartin, and Dennis L. May (each of such three individuals, an “Existing Stockholder” and, collectively, the “Existing Stockholders”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 8th, 2005 • HHG Distributing, LLC • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of this 13th day of January 2005, by and among Gregg Investment Corporation, LLC, a Delaware limited liability company (“Investor”), GIC Corporation, an Indiana corporation (the “Merger Sub”), Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Jerry W. Throgmartin, Gregg William Throgmartin (on his own behalf and as trustee for the Jerry W. Throgmartin Charitable Trust and the Jerry W. Throgmartin Irrevocable Trust for the benefit of Christy and Nicky Throgmartin), Kelli Throgmartin Ball, Sandra M. Throgmartin, Janice K. Malone, Monica L. Adams, William G. Throgmartin and Dennis L. May, each an individual residing in the State of Indiana, (collectively, the “Sellers” and each individually, a “Seller”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
APPLIANCES & ELECTRONICS Compensation AgreementCompensation Agreement • July 8th, 2005 • HHG Distributing, LLC
[Involuntary termination of employment prior to 5 years will result in early payout of Stay On Incentive; Voluntary termination will result in forfeiture]
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 8th, 2005 • HHG Distributing, LLC • New York
THIS PLEDGE AND SECURITY AGREEMENT, dated as of February 3, 2005 (as amended, modified, supplemented, restated or replaced, this “Pledge Agreement”), is by GREGG APPLIANCES, INC., an Indiana corporation (“Pledgor”), to and in favor of CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois corporation, in its capacity as agent for the Lenders described below (in such capacity, together with its successors and assigns, “Pledgee”).
GUARANTEEGuarantee • July 8th, 2005 • HHG Distributing, LLC
For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) hereby fully and unconditionally, jointly and severally, guarantees on a senior basis (the “Subsidiary Guarantee”) (i) the due and punctual payment of the principal of and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article Eleven of the Indenture (as defined below) and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. This Guarantee shall becom
Contract6% Junior Subordinated Note • July 8th, 2005 • HHG Distributing, LLC • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.
ESCROW AGREEMENTEscrow Agreement • July 8th, 2005 • HHG Distributing, LLC • New York
THIS ESCROW AGREEMENT (this “Escrow Agreement”), is made this 3rd day of February, 2005 (the “Execution Date”), by and among GREGG INVESTMENT CORPORATION, LLC, a Delaware limited liability company (“Investor”), on behalf of all “Investor’s Indemnitees” as that term is defined in that certain Agreement and Plan of Merger dated October 19, 2004, as amended (the “Merger Agreement”), on the one hand, and JERRY W. THROGMARTIN, an individual residing in the State of Indiana (“Sellers’ Representative”), on behalf of all “Sellers” as that term is defined in the Merger Agreement, on the other hand, and CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”). Capitalized terms not otherwise defined herein (for example, in Article 3) shall have the meanings set forth in the Merger Agreement.
Gregg Appliances, Inc. (an Indiana corporation) 9% Senior Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • July 8th, 2005 • HHG Distributing, LLC • New York
Gregg Appliances, Inc., an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Wachovia Capital Markets, LLC and Jefferies & Company, Inc. (the “Initial Purchasers”), for whom Wachovia Capital Markets, LLC is acting as Representative (in such capacity, the “Representative”), $165,000,000 aggregate principal amount of its 9% Senior Notes due 2013 (the “Notes”), which will be unconditionally guaranteed on a senior basis as to principal, premium, if any, and interest (the “Guarantees”) by HHG Distributing, LLC, an Indiana limited liability company (the “Guarantor”). The Notes will be issued pursuant to an Indenture (the “Indenture”) dated as of the Closing Date (as defined in Section 2) among the Company, the Guarantor and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). This Agreement, the Registration Rights Agreement, between the Initial Purchasers, the Guarantor and the Company, to be dated the Closi
Gregg Appliances, Inc. 9% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2005 • HHG Distributing, LLC • New York
This agreement (the “Registration Rights Agreement” or this “Agreement”) is being entered into in connection with a certain purchase agreement, dated January 27, 2005, by and among the Company, the Guarantor and the Initial Purchasers (the “Purchase Agreement”), which provides for the issuance and sale by the Company to the Initial Purchasers of $165,000,000 aggregate principal amount of the Company’s 9% Senior Notes due 2013 (the “Notes”) to be unconditionally guaranteed on a senior unsecured basis by the Guarantor (the “Note Guarantee”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect transferees. The parties hereby agree as follows:
