RECITALSAgreement and Plan of Merger • August 29th, 2001 • Dreams Inc • Retail-eating places • Florida
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 4, 2000, is between Dreams, Inc., a Utah corporation (the "Company") and Mark Viner (the "Employee"). In consideration of the foregoing and the mutual...Employment Agreement • June 28th, 2001 • Dreams Inc • Retail-eating places • Utah
LOAN AGREEMENTPledge and Security Agreement • October 25th, 1999 • Dreams Inc • Retail-eating places • Tennessee
EXHIBIT 6(II)Employment Agreement • October 25th, 1999 • Dreams Inc • Retail-eating places • Florida
EXHIBIT 6(ii)Employment Agreement • September 7th, 1999 • Dreams Inc • Retail-eating places • Florida
SUPPORT AGREEMENTSupport Agreement • April 16th, 2012 • Dreams Inc • Retail-hobby, toy & game shops • Utah
SUPPORT AGREEMENT (this “Agreement”) dated as of April 13, 2012, by and among Fanatics, Inc, a Delaware corporation (“Parent”), Sweet Tooth Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (the “Purchaser”), and Frost Gamma Investment Trust (“Shareholder”), an owner of Common Shares of Dreams, Inc., a Utah corporation (the “Company”).
Exhibit 99.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of this 15th day of August, 2001, is between Dreams, Inc., a Utah corporation ("Dreams") and Warren H. Greene (the "Employee"). WHEREAS, the Employee agrees to be...Employment Agreement • August 29th, 2001 • Dreams Inc • Retail-eating places • Florida
Exhibit 10.4 [LOGO] Merrill Lynch WCMA(R)LOAN AND SECURITY AGREEMENT ========== ====================================================================== WCMA LOAN AND SECURITY AGREEMENT NO. 760-07H76 ("Loan Agreement") dated as of December 20, 2000,...Loan Agreement • June 28th, 2001 • Dreams Inc • Retail-eating places • Illinois
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH DREAMS, INC. AND CERTAIN SUBSIDIARIES OF DREAMS, INC. AND THEIR SUBSIDIARIES (BORROWERS) DECEMBER 23, 2011Security Agreement • December 28th, 2011 • Dreams Inc • Retail-hobby, toy & game shops • Florida
Revolving Credit and Security Agreement dated as of December 23, 2011 among DREAMS, INC., a Utah corporation (the “Company”), and each of the other Persons identified on the signature pages hereto as a Borrower and any other Person which may become a Borrower hereunder pursuant to Section 7.12 (together with the Company, the “Borrowers” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among Fanatics, Inc., Sweet Tooth Acquisition Corp. and Dreams, Inc. Dated as of April 13, 2012Agreement and Plan of Merger • April 17th, 2012 • Dreams Inc • Retail-hobby, toy & game shops • Utah
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is dated as of April 13, 2012 (this “Agreement”) and is by and among Fanatics, Inc., a Delaware corporation (“Parent”), Sweet Tooth Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Dreams, Inc., a Utah corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2010 • Dreams Inc • Retail-hobby, toy & game shops • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2010 among Dreams, Inc., a Utah corporation (the “Company”), and the purchaser identified on the signature page hereto (“Purchaser”).
LETTERHEAD OF MERRILL LYNCH]Letter Agreement • March 16th, 2005 • Dreams Inc • Retail-eating places
LOAN AND SECURITY AGREEMENT LASALLE BUSINESS CREDIT, LLC, AS AGENT FOR STANDARD FEDERAL BANK NATIONAL ASSOCIATION, ACTING THROUGH ITS DIVISION, LASALLE RETAIL FINANCE The Lender DREAMS, INC. The Lead Borrower For: DREAMS, INC. DREAMS FRANCHISE...Loan and Security Agreement • June 7th, 2005 • Dreams Inc • Retail-eating places • Massachusetts
LaSalle Business Credit, LLC, as Agent for Standard Federal Bank National Association, acting through its division, LaSalle Retail Finance (the “Lender”), with offices at 25 Braintree Hill Office Park, Braintree, Massachusetts 02184,
Security Agreement (All Assets)Security Agreement • June 12th, 2007 • Dreams Inc • Retail-hobby, toy & game shops
As of June , 2007, for value received, the undersigned (individually and collectively “Debtors”) pledge, assign and grant to Comerica Bank (“Bank”), whose address is 39200 Six Mile Road, Livonia, Michigan 48152, Attention: Commercial Loan Documentation, Mail Code 7578, a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness (“Indebtedness”) to the Bank of N/A (“Borrower”) and/or Debtors. Indebtedness includes without limit any and all obligations or liabilities of the Borrower and/or Debtors, or any of them, to the Bank, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, known or unknown; any and all obligations or liabilities for whi
Merrill Lynch Private Client Group Merrill Lynch Business Financial Services Inc. 222 North LaSalle Street 17th Floor Chicago, Illinois 60601 (312) 269-1358 FAX: (312) 499-3252 March 30, 2005Letter Agreement • April 5th, 2005 • Dreams Inc • Retail-eating places
SUBSCRIPTION AGREEMENTSubscription Agreement • July 20th, 2010 • Dreams Inc • Retail-hobby, toy & game shops • Florida
This subscription agreement (this “Subscription Agreement”) is dated July 16, 2010, by and between William Blair & Company, LLC (“William Blair”), for and on behalf of investors set forth on Schedule A (the “Investors”), and Dreams, Inc., a Utah corporation (the “Company”), whereby the parties agree as follows:
REVOLVING NOTERevolving Note • August 13th, 2010 • Dreams Inc • Retail-hobby, toy & game shops
FOR VALUE RECEIVED, each of DREAMS, INC., a Utah corporation (“Parent”), DREAMS FRANCHISE CORPORATION, a California corporation (“Dreams Franchise”), DREAMS PRODUCTS, INC., a Utah corporation (“Dreams Products”), DREAMS RETAIL CORPORATION, a Florida corporation (“Dreams Retail”), DREAMS PARAMUS, LLC, a Florida limited liability company (“Dreams Paramus”), DREAMS / PRO SPORTS, INC., a Florida corporation (“Pro Sports”), FANSEDGE INCORPORATED, a Delaware corporation (“Fansedge”), RIOFOD, L.P., a Nevada limited partnership (“RIOFOD”), CAEFOD, L.P., a Nevada limited partnership (“CAEFOD”), SWFOD, L.P., a Nevada limited partnership (“SWFOD”), STARSLIVE365, LLC, a Nevada limited liability company (“StarsLive”), 365 LAS VEGAS, L.P., a Nevada limited partnership (“365 Las Vegas”), and THE GREENE ORGANIZATION, INC., a Florida corporation (“Greene Organization”), Parent, Dreams Franchise, Dreams Products, Dreams Retail, Dreams Paramus, Pro Sports, Fansedge, RIOFOD, CAEFOD, SWFOD, StarsLive, 365
REVOLVING CREDIT NOTEDreams Inc • June 7th, 2005 • Retail-eating places
This is the “Revolving Credit Note” to which reference is made in the Loan Agreement and is subject to all of the terms and provisions thereof. The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Loan Agreement.
REVOLVING CREDIT NOTEDreams Inc • December 28th, 2011 • Retail-hobby, toy & game shops
This Revolving Credit Note is executed and delivered under and pursuant to the terms of that certain amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among each of the undersigned, as Borrowers, the various financial institutions named therein or which hereafter become a party thereto (each individually a “Lender” and collectively, “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.
FORM OF DREAMS, INC. SUBSCRIPTION AGREEMENT PLEASE CAREFULLY REVIEW THE INSTRUCTIONSSubscription Agreement • January 28th, 2005 • Dreams Inc • Retail-eating places • Florida
This Subscription Agreement represents a subscription to acquire the number of shares of common stock of Dreams, Inc. (the “Company”) set forth below at a subscription price of $0.03 per share ($0.06 per two shares) for the total subscription price set forth below. The registered owner named below is entitled to subscribe for two shares of common stock for each share of the Company’s common stock owned on [ ], 2005 (the “Record Date”), as set forth below, pursuant to subscription rights granted to shareholders upon the terms and conditions set forth in the related prospectus. For each share of common stock subscribed for, the subscription price of $0.03 per share ($0.06 per two shares) must be forwarded to Fidelity Transfer Company, as subscription agent for the Company.
December 30, 2004 FORBEARANCE AGREEMENTForbearance Agreement • January 28th, 2005 • Dreams Inc • Retail-eating places • Illinois
This FORBEARANCE AGREEMENT (“Forbearance Agreement”) is entered into as of December 30, 2004, and will serve to confirm certain agreements of Merrill Lynch Business Financial Services Inc. (“MLBFS”), DREAMS PRODUCTS, INC. (d/b/a Mounted Memories) a Utah corporation (“Customer”), DREAMS INC. a Utah corporation (“Dreams”), and DREAMS FRANCHISE CORPORATION a California Corporation (“Dreams Franchise”) with respect to the following:
PROMISSORY NOTE & STOCK OPTION MODIFICATION AGREEMENTModification Agreement • January 28th, 2005 • Dreams Inc • Retail-eating places
ContractDreams Inc • May 24th, 2010 • Retail-hobby, toy & game shops • Utah
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE 1933 SECURITIES ACT), NOR MAY THIS WARRANT OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, UNLESS THE WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE 1933 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH EFFECT.
Loan and Security Agreement by and among DREAMS, INC., DREAMS FRANCHISE CORPORATION, DREAMS PRODUCTS, INC., DREAMS RETAIL CORPORATION, DREAMS PARAMUS, LLC, DREAMS / PRO SPORTS, INC., FANSEDGE INCORPORATED, RIOFOD, L.P., CAEFOD, L.P., SWFOD, L.P.,...Loan and Security Agreement • August 13th, 2010 • Dreams Inc • Retail-hobby, toy & game shops • Georgia
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July ____, 2010, is by and among DREAMS, INC., a Utah corporation (“Parent”), DREAMS FRANCHISE CORPORATION, a California corporation (“Dreams Franchise”), DREAMS PRODUCTS, INC., a Utah corporation (“Dreams Products”), DREAMS RETAIL CORPORATION, a Florida corporation (“Dreams Retail”), DREAMS PARAMUS, LLC, a Florida limited liability company (“Dreams Paramus”), DREAMS / PRO SPORTS, INC., a Florida corporation (“Pro Sports”), FANSEDGE INCORPORATED, a Delaware corporation (“Fansedge”), RIOFOD, L.P., a Nevada limited partnership (“RIOFOD”), CAEFOD, L.P., a Nevada limited partnership (“CAEFOD”), SWFOD, L.P., a Nevada limited partnership (“SWFOD”), STARSLIVE365, LLC, a Nevada limited liability company (“StarsLive”), 365 LAS VEGAS, L.P., a Nevada limited partnership (“365 Las Vegas”), and THE GREENE ORGANIZATION, INC., a Florida corporation (“Greene Organization”; Parent, Dreams Franchise, Dreams Products, Dreams Retail, Dreams
Dreams, Inc. Two S. Plantation Drive, Suite 325 Plantation, FL 33324 Ladies and Gentlemen:Dreams Inc • June 12th, 2007 • Retail-hobby, toy & game shops • Michigan
This letter constitutes an agreement by and between COMERICA BANK, a Michigan banking corporation (herein called “Bank”), and (i) Dreams, Inc. a Utah corporation, registered in Florida as a foreign corporation under the name Dreams of Utah, Inc. and dba Dreams, Inc. (individually “Dreams”, and as authorized agent for each of the other Borrowers “Authorized Agent”), (ii) Dreams Franchise Corporation, a California corporation (“Franchise”), (iii) Dreams Entertainment, Inc., a Utah corporation (“Entertainment”), (iv) Dreams Products, Inc., a Utah corporation, Inc. (“Products”), (v) Dreams Retail Corporation, a Florida corporation (“Retail”), (vi) Dreams/Pro Sports, Inc., a Florida corporation (“Pro Sports”), (vii) Fansedge Corporation, a Delaware corporation (“Fansedge”), (viii) The Greene Organization, Inc., a Florida corporation (“Greene”), (ix) The Sports Collectibles & Auction Borrower, Inc., a Florida corporation (“Collectibles”), (x) Dreams Unique, Inc., a Florida corporation (“Uniq
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 12th, 2007 • Dreams Inc • Retail-hobby, toy & game shops • Florida
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is dated as of the December 26, 2006 by and between DREAMS, INC., a Utah corporation (“Buyer”), and PRO-STARS, INC., a Nevada corporation (“Seller”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 15th, 2011 • Dreams Inc • Retail-hobby, toy & game shops • Georgia
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of July 7, 2011, by and among DREAMS, INC., a Utah corporation (“Parent”), DREAMS FRANCHISE CORPORATION, a California corporation (“Dreams Franchise”), DREAMS PRODUCTS, INC., a Utah corporation (“Dreams Products”), DREAMS RETAIL CORPORATION, a Florida corporation (“Dreams Retail”), DREAMS / PRO SPORTS, INC., a Florida corporation (“Pro Sports”), FANSEDGE INCORPORATED, a Delaware corporation (“Fansedge”), RIOFOD, L.P., a Nevada limited partnership (“RIOFOD”), CAEFOD, L.P., a Nevada limited partnership (“CAEFOD”), SWFOD, L.P., a Nevada limited partnership (“SWFOD”), STARSLIVE365, LLC, a Nevada limited liability company (“StarsLive”), 365 LAS VEGAS, L.P., a Nevada limited partnership (“365 Las Vegas”), and THE GREENE ORGANIZATION, INC., a Florida corporation (“Greene Organization”; Parent, Dreams Franchise, Dreams Products, Dreams Retail, Pro Sports, Fansedge, RIOFOD, CAEFOD, SWFOD, StarsLi
Re: Amended and Restated Letter AgreementDreams Inc • August 14th, 2009 • Retail-hobby, toy & game shops • Michigan
This letter (“Agreement”) constitutes an agreement by and between COMERICA BANK, (herein called “Bank”), and (i) Dreams, Inc., a Utah corporation, registered in Florida as a foreign corporation under the name Dreams of Utah, Inc. and dba Dreams, Inc. (individually “Dreams”, and as authorized agent for each of the other Borrowers “Authorized Agent”), (ii) Dreams Franchise Corporation, a California corporation (“Franchise”), (iii) Dreams Entertainment, Inc., a Utah corporation (“Entertainment”), (iv) Dreams Products, Inc., a Utah corporation, Inc. (“Products”), (v) Dreams Retail Corporation, a Florida corporation (“Retail”), (vi) Dreams/Pro Sports, Inc., a Florida corporation (“Pro Sports”), (vii) Fansedge Incorporated, a Delaware corporation (“Fansedge”), (viii) The Greene Organization, Inc., a Florida corporation (“Greene”), (ix) The Sports Collectibles & Auction Company, Inc., a Florida corporation (“Collectibles”), (x) Dreams Unique, Inc., a Florida corporation (“Unique”), (xi) Stars
FORM OF SUBSCRIPTION AGREEMENT DREAMS, INC. SUBSCRIPTION AGREEMENT FOR SHARES OFFERED TO MEMBERS OF THE PUBLIC EXPIRATION DATE: [ ], 2005Form of Subscription Agreement • January 28th, 2005 • Dreams Inc • Retail-eating places
You may subscribe for shares of Dreams, Inc. (the “Company”) common stock through the offering that begins on [ ], 2005 and ends on [ ], 2005 (the “Expiration Date”). This offering will only be available if any shares remain unsold after our Rights Offering that we commenced on [ ], 2005 and ends on [ ], 2005. To participate in the offering, you must complete this Subscription Agreement and include full payment for the shares you want to purchase. Orders received in the offering are subject to our acceptance and fulfillment on a “first come, first served” basis, subject to the number of shares remaining after the Rights Offering. Also, orders in the offering are subject to rejection in whole or in part solely at our discretion.
CONSULTING AGREEMENTConsulting Agreement • July 1st, 2002 • Dreams Inc • Retail-eating places • Florida
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into this 1st day of April, 2002, (the “Effective Date”) by and between Dreams, Inc., a Utah corporation, with its principal place of business at Suite 325, Two South University Drive, Plantation, FL 33324 (the “Company”) and Dreamstar, Inc., a Nevada corporation, a consultant with its address at P.O. Box 230400, Las Vegas, Nevada 89123, (the “Consultant”). The Company and the Consultant are sometimes collectively referred to as the “Parties”.
Loan and Security Agreement by and among DREAMS, INC., DREAMS FRANCHISE CORPORATION, DREAMS PRODUCTS, INC., DREAMS RETAIL CORPORATION, DREAMS PARAMUS, LLC, DREAMS / PRO SPORTS, INC., FANSEDGE INCORPORATED, RIOFOD, L.P., CAEFOD, L.P., SWFOD, L.P.,...Loan and Security Agreement • July 27th, 2010 • Dreams Inc • Retail-hobby, toy & game shops
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July , 2010, is by and among DREAMS, INC., a Utah corporation (“Parent”), DREAMS FRANCHISE CORPORATION, a California corporation (“Dreams Franchise”), DREAMS PRODUCTS, INC., a Utah corporation (“Dreams Products”), DREAMS RETAIL CORPORATION, a Florida corporation (“Dreams Retail”), DREAMS PARAMUS, LLC, a Florida limited liability company (“Dreams Paramus”), DREAMS / PRO SPORTS, INC., a Florida corporation (“Pro Sports”), FANSEDGE INCORPORATED, a Delaware corporation (“Fansedge”), RIOFOD, L.P., a Nevada limited partnership (“RIOFOD”), CAEFOD, L.P., a Nevada limited partnership (“CAEFOD”), SWFOD, L.P., a Nevada limited partnership (“SWFOD”), STARSLIVE365, LLC, a Nevada limited liability company (“StarsLive”), 365 LAS VEGAS, L.P., a Nevada limited partnership (“365 Las Vegas”), and THE GREENE ORGANIZATION, INC., a Florida corporation (“Greene Organization”; Parent, Dreams Franchise, Dreams Products, Dreams Retail, Dreams Para
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 2008 • Dreams Inc • Retail-hobby, toy & game shops
THIS STOCK PURCHASE AGREEMENT, dated as of August 1, 2007 (this “Agreement”), by and between Dreams, Inc., a Utah corporation, having its principal place of business at 2 South University Drive, Plantation, Florida (hereinafter “Purchaser”); and the individuals listed on Schedule A hereto (each a “Seller”, collectively, the “Sellers”). Purchaser and Seller are each a “party” and together are “parties” to this Agreement.
LETTERHEAD OF MERRILL LYNCH]Letter Agreement • March 15th, 2005 • Dreams Inc • Retail-eating places
REVOLVING NOTERevolving Note • July 27th, 2010 • Dreams Inc • Retail-hobby, toy & game shops
FOR VALUE RECEIVED, each of DREAMS, INC., a Utah corporation (“Parent”), DREAMS FRANCHISE CORPORATION, a California corporation (“Dreams Franchise”), DREAMS PRODUCTS, INC., a Utah corporation (“Dreams Products”), DREAMS RETAIL CORPORATION, a Florida corporation (“Dreams Retail”), DREAMS PARAMUS, LLC, a Florida limited liability company (“Dreams Paramus”), DREAMS / PRO SPORTS, INC., a Florida corporation (“Pro Sports”), FANSEDGE INCORPORATED, a Delaware corporation (“Fansedge”), RIOFOD, L.P., a Nevada limited partnership (“RIOFOD”), CAEFOD, L.P., a Nevada limited partnership (“CAEFOD”), SWFOD, L.P., a Nevada limited partnership (“SWFOD”), STARSLIVE365, LLC, a Nevada limited liability company (“StarsLive”), 365 LAS VEGAS, L.P., a Nevada limited partnership (“365 Las Vegas”), and THE GREENE ORGANIZATION, INC., a Florida corporation (“Greene Organization”), Parent, Dreams Franchise, Dreams Products, Dreams Retail, Dreams Paramus, Pro Sports, Fansedge, RIOFOD, CAEFOD, SWFOD, StarsLive, 365
Private Client Group Merrill Lynch Business Financial Services Inc. 222 North LaSalle Street 17th Floor Chicago, Illinois 60601Letter Agreement • May 19th, 2005 • Dreams Inc • Retail-eating places
This Letter Agreement will serve to confirm certain agreements of Merrill Lynch Business Financial Services Inc. (“MLBFS”), Dreams Products, Inc. (“Customer”), Dreams, Inc. (“Dreams”), and Dreams Franchise Corporation (“Franchise”) with respect to: (i) that certain FORBEARANCE AGREEMENT dated as of December 30, 2004 between MLBFS on the one hand, and Customer, Dreams and Franchise (collectively, Customer, Dreams and Franchise, the “Obligors” or the “Parties”) on the other hand (including any amendments and extensions thereto), and (ii) all other agreements between MLBFS and Obligors including without limitation the Loan Documents. Capitalized terms used herein and not defined herein shall have the meaning set forth in the Forbearance Agreement, or if not defined in the Forbearance Agreement, the Loan Documents. The terms of this Letter Agreement amends and restates and supercedes and replaces in its entirety that certain Letter Agreement dated as of March 30, 2005.
