AMENDMENT TO STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • January 24th, 2008 • Restoration Hardware Inc • Retail-furniture stores • Delaware
THIS AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”).
SUBORDINATION AGREEMENTSubordination Agreement • January 24th, 2008 • Restoration Hardware Inc • Retail-furniture stores • New York
SUBORDINATION AGREEMENT, dated as of January 24, 2008 (this “Agreement”), among (i) BANK OF AMERICA, N.A., as Agent under the Credit Agreement (defined below), (ii) Catterton Partners VI Offshore, L.P. (the “Subordinating Creditor”), and (iii) Restoration Hardware, Inc. and The Michaels Furniture Company, Inc. (collectively, the “Borrower”).
ContractSubordinated Unsecured Pik Promissory Note • January 24th, 2008 • Restoration Hardware Inc • Retail-furniture stores • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBJECT TO THE SUBORDINATION AGREEMENT, DATED AS OF JANUARY 24, 2008, AMONG BANK OF AMERICA, N.A., CATTERTON PARTNERS VI OFFSHORE, L.P., RESTORATION HARDWARE, INC. AND THE MICHAELS FURNITURE COMPANY, INC.
Restoration Hardware, Inc. Corte Madera, California 94925 Gentlemen:Loan and Security Agreement • January 24th, 2008 • Restoration Hardware Inc • Retail-furniture stores
Reference is hereby made to that certain Eighth Amended and Restated Loan and Security Agreement dated as of June 19, 2006, as amended by the First Amendment thereto dated as of April 27, 2007 (the “Loan Agreement”) by and among Restoration Hardware, Inc. (the “Company”), the other Borrowers party thereto, the Lenders party thereto, and Bank of America, N.A., as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Loan Agreement
ContractSubordinated Unsecured Promissory Note • January 24th, 2008 • Restoration Hardware Inc • Retail-furniture stores • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBJECT TO THE SUBORDINATION AGREEMENT, DATED AS OF JANUARY 24, 2008, AMONG BANK OF AMERICA, N.A., CATTERTON PARTNERS VI, L.P., RESTORATION HARDWARE, INC. AND THE MICHAELS FURNITURE COMPANY, INC.
January 24, 2008Merger Agreement • January 24th, 2008 • Restoration Hardware Inc • Retail-furniture stores
Reference is made to (i) the Agreement and Plan of Merger, dated November 8, 2007 (the “Merger Agreement”), between Home Holdings, LLC (“Parent”), Home Merger Sub, Inc., a Delaware corporation, and Restoration Hardware, Inc., a Delaware corporation (the “Company”) and (ii) the letter agreement (the “Letter Agreement”), dated November 8, 2007, between Parent and the undersigned. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Merger Agreement, as amended by the Amendment.
