FORM OF PLEDGE AGREEMENT ----------------Wyly Samuel Evans • December 12th, 1996 • Retail-hobby, toy & game shops • Texas
PLEDGE AGREEMENTPledge Agreement • May 1st, 1997 • Wyly Samuel Evans • Services-prepackaged software • New York
W I T N E S S E T H - - - - - - - - - -Credit Agreement • May 1st, 1997 • Wyly Samuel Evans • Services-prepackaged software • New York
Exhibit 2 --------- NationsBank Form of Loan Agreement ======================== ======================================================== Date November 22, 1994Loan Agreement • November 19th, 1996 • Wyly Samuel Evans • Services-prepackaged software • Texas
EXHIBIT 6 --------- NationsBank Form of Amended and Restated Loan Agreement === ============================================================================= Date November 22, 1996Loan Agreement • May 1st, 1997 • Wyly Samuel Evans • Retail-hobby, toy & game shops • Texas
ARTICLE 2 --------- The Guaranty ------------Guaranty Agreement • December 12th, 1996 • Wyly Samuel Evans • Retail-hobby, toy & game shops • New York
Exhibit 6 --------- U.S. $____________ REVOLVING CREDIT FACILITY FORM OF CREDIT AGREEMENT dated as of December 16, 1994Credit Agreement • December 12th, 1996 • Wyly Samuel Evans • Retail-hobby, toy & game shops • New York
Exhibit 5 --------- NationsBank NationsBank of Texas, N.A. Continuing and Unconditional Guaranty 1. Guaranty. For Value Received, and to induce NationsBank of Texas, N.A. (Banking Center) 901 Main Street, 19th Floor, Dallas, Texas 75202 (Attn: Marta...Wyly Samuel Evans • November 19th, 1996 • Services-prepackaged software • Texas
TRANSACTION CONFIRMATIONMaster Stock Purchase Agreement • April 8th, 2005 • Wyly Samuel Evans • Retail-hobby, toy & game shops • New York
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between Devotion Ltd. (“Seller”) and Bank of America, N.A. (“Buyer”), on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a Transaction Confirmation as referred to in the Master Stock Purchase Agreement (as amended or supplemented from time to time, the “Master Stock Purchase Agreement”) dated as of September 13, 2002 between Seller and Buyer. This Confirmation supplements, forms a part of, and is subject to, the Master Stock Purchase Agreement. All provisions contained in the Master Stock Purchase Agreement govern this Confirmation except as expressly modified below. Seller and Buyer are parties to a Pledge Agreement (the “Pledge Agreement”) dated as of the date of the Master Stock Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Master Stock Purchase Agreem
EXHIBIT 13 ---------- AMENDED AND RESTATED PROMISSORY NOTEWyly Samuel Evans • May 1st, 1997 • Services-prepackaged software
This Amended and Restated Promissory Note is the Note referred to in and is entitled to the benefits of the Credit Agreement dated as of December 16, 1994, as amended by the First Amendment to Credit Agreement dated as of September 30, 1996, and as further amended by the Second Amendment to Credit Agreement dated as of December 16, 1996 among the Borrower and the Bank thereunder (such Credit Agreement as the same may be amended or supplemented from time to time, the "Credit Agreement") and is issued in replacement of that ---------------- certain Promissory Note dated December 16, 1994, executed by the Borrower and made payable to Bank (the "Prior Note"). Nothing herein contained shall be ---------- construed (a) to be a novation of the Prior Note or (b) to release, cancel, terminate or otherwise impair the status or priority of the liens or security for the Prior Note. Further, the Borrower acknowledges and agrees that this Note shall not be considered a new contract, and that all rig
FORM OFCollateral Maintenance Agreement • November 19th, 1996 • Wyly Samuel Evans • Services-prepackaged software • Texas
