EXHIBIT 2.3 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made and entered into as of the 21st day of September, 1995 by and among GLENTEL INC., a corporation continued under...Purchase and Sale Agreement • March 28th, 1996 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment
Exhibit 10.18 A portion of this document is confidential and has been omitted and filed separately with the Securities and Exchange Commission in connection with a request for confidential treatment of such omitted material. 364-DAY CREDIT AGREEMENT...Credit Agreement • March 27th, 1998 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • North Carolina
BY AND AMONGAsset Purchase Agreement • May 10th, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into effective as of the 30th day of September, 1997 by and between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and RAMON D....Termination Agreement • October 23rd, 1997 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment
GLENAYRE TECHNOLOGIES, INC.Amendment Agreement • August 14th, 2001 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 10.1 AMENDED AND RESTATED ACQUISITION AGREEMENTAcquisition Agreement • November 10th, 1999 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.21 364-DAY CREDIT AGREEMENT Dated as of October 30, 1998Credit Agreement • March 26th, 1999 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • North Carolina
Exhibit 10.12 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into as of the 12th day of December, 1996 by and between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the...Employment Agreement • March 27th, 1997 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment
Exhibit 10.10 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into as of the 12th day of December, 1996 by and between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation...Employment Agreement • March 27th, 1997 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of June 19, 2003 by and between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the "Corporation"), and ERIC L. DOGGETT (the "Executive")....Employment Agreement • August 8th, 2003 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 18th day of June, 1999 by and between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the "Corporation"), and ERIC L. DOGGETT (the...Employment Agreement • July 30th, 1999 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • North Carolina
RESIGNATION AGREEMENT COUNTY OF MECKLENBURG THIS RESIGNATION AGREEMENT (this "Agreement") is entered into as of the 21 st day of December, 1998 by and between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and GARY B. SMITH...Resignation Agreement • March 26th, 1999 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • North Carolina
EXHIBIT 10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 27th day of August, 1996 by and between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the "Corporation"), and GARY B. SMITH (the...Employment Agreement • October 24th, 1996 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • North Carolina
Exhibit 4.3 SECOND AMENDMENT to the PREFERRED SHARES RIGHTS AGREEMENT between GLENAYRE TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANYPreferred Shares Rights Agreement • June 9th, 2000 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
April 16, 1999Glenayre Technologies Inc • March 20th, 2000 • Radio & tv broadcasting & communications equipment
CREDIT AGREEMENT among ENTERTAINMENT DISTRIBUTION COMPANY, LLC, as Borrower, and THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, and THE LENDERS PARTIES HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as...Credit Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
CREDIT AGREEMENT, dated as of May 31, 2005, among ENTERTAINMENT DISTRIBUTION COMPANY, LLC, a Delaware limited liability company (the “Borrower”), those Domestic Subsidiaries of the Borrower as may from time to time become a party hereto, as Guarantors, the several banks and other financial institutions as may from time to time become parties to this Agreement (collectively, the “Lenders”; and individually, a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”) and, for purposes of Section 6.14 only, GLENAYRE ELECTRONICS, INC., a Colorado corporation (the “Parent”).
ContractEdci Holdings, Inc. • June 2nd, 2009 • Radio & tv broadcasting & communications equipment
Exhibit 10.1 EXECUTIVE SEVERANCE BENEFIT AGREEMENT BETWEEN GLENAYRE TECHNOLOGIES, INC. AND MATTHEW K. BEHRENT THIS EXECUTIVE SEVERANCE BENEFIT AGREEMENT (this "Agreement") is made and entered into as of the 26TH DAY OF AUGUST 2005 by and between...Executive Severance Benefit Agreement • September 6th, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
Exhibit 10.1 Glenayre Technologies, Inc. 360 Madison Avenue, Suite 500 New York, New York 10017 Glenayre Electronics, Inc. 360 Madison Avenue, Suite 500 New York, New York 10017 November 6, 2006 Mr. James Caparro 11 Elden Drive Saddle River, New...Letter Agreement • November 7th, 2006 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
ContractEdci Holdings, Inc. • June 2nd, 2009 • Radio & tv broadcasting & communications equipment
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into as of the 21st day of May, 1997 by and between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the "Corporation"),...Employment Agreement • July 23rd, 1997 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment
TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION.....................1 1.1 DEFINITIONS................................................1 1.2 CERTAIN RULES OF CONSTRUCTION..............................7 ARTICLE 2 THE...Warrant Termination Agreement • November 12th, 1997 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • North Carolina
ContractEdci Holdings, Inc. • May 7th, 2009 • Radio & tv broadcasting & communications equipment
May 9, 2005Glenayre Technologies Inc • June 3rd, 2005 • Radio & tv broadcasting & communications equipment • New York
The purpose of this letter agreement is to confirm our mutual understanding of the terms of your employment by Glenayre Electronics, Inc. (“Glenayre”) to serve as an executive officer of Entertainment Distribution Company, LLC (the “Company”). As you know, Glenayre and the Company have executed and delivered today definitive agreements for the acquisition by the Company and its affiliates of substantially all of the assets of UMG Manufacturing & Logistics, Inc. and Universal Music & Video Distribution Corp. and 100% of the stock of Universal Manufacturing and Logistics GmbH (the “Acquisition”). This letter agreement shall become effective on the date of the closing of the Acquisition (the “Closing Date”) without further action of any party hereto; provided, that should the Acquisition fail to close on or before August 31, 2005 or such other date mutually agreed in writing by you and Glenayre, this letter agreement will be terminated ab initio and be of no force or effect.
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2009 • Edci Holdings, Inc. • Radio & tv broadcasting & communications equipment • New York
DISTRIBUTION AND RELATED SERVICES AGREEMENT*Distribution and Related Services Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
LIMITED LIABILITY COMPANY AGREEMENT OF ENTERTAINMENT DISTRIBUTION COMPANY, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) for the above-referenced Delaware limited liability company (the “Company”) is made and entered into effective as of the date and time of the filing of the Certificate of Formation of the Company.
ContractEdci Holdings, Inc. • April 22nd, 2009 • Radio & tv broadcasting & communications equipment
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 22nd, 2006 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 30, 2006, is by and among ENTERTAINMENT DISTRIBUTION COMPANY, LLC, a Delaware limited liability company (the “Borrower”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto (individually a “Guarantor” and collectively the “Guarantors”), the financial institutions party hereto as lenders (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent under the Credit Agreement (defined below) (in such capacity, the “Administrative Agent”).
GLENAYRE 1996 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 11th, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment
Glenayre sponsors the Glenayre 1996 Incentive Stock Plan (the “Plan”). A Prospectus describing the Plan is enclosed. The Plan is available upon request, and its terms are incorporated in this Agreement. Terms defined in the Plan have the same meanings in this Agreement. Additional terms are defined in Exhibit A to this Agreement.
ContractEdci Holdings, Inc. • May 12th, 2009 • Radio & tv broadcasting & communications equipment
May 26, 1998Glenayre Technologies Inc • March 26th, 1999 • Radio & tv broadcasting & communications equipment
MUTUAL SEPARATION AGREEMENTMutual Separation Agreement • March 14th, 2008 • Entertainment Distribution Co Inc • Radio & tv broadcasting & communications equipment
THIS MUTUAL SEPARATION AGREEMENT (this “Agreement”), is entered into by and among John V. Madison (hereinafter, the “Employee”) and Entertainment Distribution Company, LLC, a Delaware limited liability company (the “Company”) effective December 1, 2007 (the “Effective Date”).
December 15, 2005Limited Liability Company Agreement • December 21st, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
The purpose of this letter agreement is to confirm our mutual understanding of the terms of your employment by Entertainment Distribution Company, LLC (the “Company") to serve as the Executive Vice President, Business Development, Sales & Marketing of the Company.
ContractEdci Holdings, Inc. • May 12th, 2009 • Radio & tv broadcasting & communications equipment
