STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2007, by and between Restoration Hardware, Inc., a Delaware corporation (the ”Company”) and the undersigned stockholder (the “Stockholder”).
AMENDMENT TO STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • February 19th, 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”).
Reservoir Master Fund, L.P. Letterhead]Equity Rollover Agreement • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Restoration Hardware, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”), with the Company as the Surviving Corporation. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company. For purposes of this letter, “Investors” means the parties delivering Equity Commitments (as defined herein) and other investors investing in Parent.
SUBORDINATION AGREEMENTSubordination Agreement • February 19th, 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, L.P. (the “Subordinating Creditor”), and (iii) Restoration Hardware, Inc. and The Michaels Furniture Company, Inc. (collectively, the “Borrower”).
Restoration Hardware, Inc.Loan and Security Agreement • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores
ContractSubordinated Unsecured Pik Promissory Note • February 19th, 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.
Restoration Hardware, Inc. Corte Madera, California 94925 Gentlemen:Loan and Security Agreement • February 19th, 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
January 24, 2008Merger Agreement • February 19th, 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.
ContractSubordinated Unsecured Promissory Note • February 19th, 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.
January 24, 2008Merger Agreement • February 19th, 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.
January 24, 2008Merger Agreement • February 19th, 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.
Glenhill Capital LP Letterhead]Equity Rollover • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Restoration Hardware, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”), with the Company as the Surviving Corporation. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company. For purposes of this letter, “Investors” means the parties delivering Equity Commitments (as defined herein) and other investors investing in Parent.
Vardon Capital Management, LLC Letterhead]Equity Investment • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Restoration Hardware, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”), with the Company as the Surviving Corporation. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company. For purposes of this letter, “Investors” means the parties delivering Equity Commitments (as defined herein) and other investors investing in Parent.
January 24, 2008Merger Agreement • February 19th, 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.
January 24, 2008Merger Agreement • February 19th, 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.
