Exhibit (10)(gg) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 31st day of July, 1997, by and between ALLIED DIGITAL TECHNOLOGIES CORP., a Delaware corporation with its principal office and place...Employment Agreement • October 29th, 1997 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • New York
1. DEFINITIONS............................................... 1 1.1 General Terms....................................... 1 1.2 Accounting Terms.................................... 17 1.3 Other Terms Defined in Illinois Uniform Commercial Code 18 1.4...Loan and Security Agreement • November 14th, 1996 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks
AGREEMENTSublease Agreement • September 1st, 1998 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • California
MODIFICATION VIDEOTAPE DUPLICATIONModification Agreement • September 1st, 1998 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 1st, 1998 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • Illinois
ALLIED DIGITAL TECHNOLOGIES CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 1998 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • New York
AGREEMENT OF LEASE BY AND BETWEEN:Agreement of Lease • November 18th, 1996 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks
by and amongInvestors' Agreement • September 24th, 1998 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • New York
Exhibit (10)(b)(ii) THIS NOTE AND PAYMENT OF THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN CLAIMS AS DESCRIBED IN, AND IS SUBJECT TO THE TERMS OF, THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED AS OF OCTOBER 30, 1996...Allied Digital Technologies Corp • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks • New York
THIS NOTE AND PAYMENT OF THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN CLAIMS AS DESCRIBED IN, AND IS SUBJECT TO THE TERMS OF, THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED AS OF OCTOBER 30, 1996 BETWEEN WILLIAM H. SMITH, INDIVIDUALLY AND AS TRUSTEE, AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS AMENDED FROM TIME TO TIME (THE "SUBORDINATION AGREEMENT").
BETWEENAgreement and Plan of Merger • May 15th, 1998 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • Delaware
Exhibit (10)(a)(x) SECURITY AGREEMENT This Security Agreement (this "Agreement"), dated as of the 30th day of October, 1996, is made by Allied Digital Technologies Corp., a Delaware corporation ("Allied"), HMG Digital Technologies Corp., a Delaware...Security Agreement • November 14th, 1996 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks
BETWEENAllied Digital Technologies Corp • November 18th, 1996 • Phonograph records & prerecorded audio tapes & disks • New York
1,500,000 Chicago, Illinois October 30, 1996 FOR VALUE RECEIVED, the undersigned, HAUPPAUGE RECORD MANUFACTURING LTD., a New York corporation ("Borrower"), hereby unconditionally promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY...Allied Digital Technologies Corp • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks
FOR VALUE RECEIVED, the undersigned, HAUPPAUGE RECORD MANUFACTURING LTD., a New York corporation ("Borrower"), hereby unconditionally promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Lender") at the office of Lender at 33 North LaSalle Street, Chicago, Illinois 60690 or at such other place as the holder of this Note may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000). This Note is referred to in and was executed and delivered pursuant to that certain Amended and Restated Loan and Security Agreement dated as of October 30, 1996 between Borrower and Lender (as amended, modified or supplemented from time to time, the "Loan Agreement"), to which reference is hereby made for a statement of the terms and conditions under which the loans evidenced hereby were made and are to be repaid. All terms which are c
Exhibit (10)(b)(i) THIS NOTE AND PAYMENT OF THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN CLAIMS AS DESCRIBED IN, AND IS SUBJECT TO THE TERMS OF, THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED AS OF OCTOBER 30, 1996...Allied Digital Technologies Corp • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks • New York
Exhibit (10)(a)(ii) AMENDED AND RESTATED REVOLVING NOTEAllied Digital Technologies Corp • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks
FOR VALUE RECEIVED, the undersigned, HAUPPAUGE RECORD MANUFACTURING LTD., a New York corporation ("Borrower"), hereby unconditionally promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Lender") at the office of Lender at 33 North LaSalle Street, Chicago, Illinois 60690 or at such other place as the holder of this Note may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY-TWO MILLION AND 00/100 DOLLARS ($22,000,000), or, if less, the aggregate unpaid principal amount of the Revolving Loan (as defined in the Loan Agreement (as defined below)). This Note is referred to in and was executed and delivered pursuant that certain Amended and Restated Loan and Security Agreement dated as of October 30, 1996 between Borrower and Lender (as amended, modified or supplemented from time to time, the "Loan Agreement"), to which reference is hereby made for a statemen
Exhibit (10)(a)(xi) AMENDED AND RESTATED GUARANTY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AGREEMENT dated as of October 30, 1996 ("Guaranty") and made by Allied Digital Technologies Corp., a Delaware corporation, with an office located at 15...Guaranty Agreement • November 14th, 1996 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • Illinois
RECITALSGuaranty Agreement • November 14th, 1996 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • Illinois
LEASELease • November 18th, 1996 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks
Exhibit (10)(a)(v) AMENDED AND RESTATED GUARANTY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AGREEMENT dated as of October 30 , 1996 ("Guaranty") and made by HRM Holdings Corp., a Delaware corporation, with an office located at 15 Gilpin Avenue,...Guaranty Agreement • November 14th, 1996 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • Illinois
W I T N E S S E T H:Allied Digital Technologies Corp • November 18th, 1996 • Phonograph records & prerecorded audio tapes & disks
Exhibit (10)(hh) EXCLUSIVE CD MANUFACTURING AGREEMENT EXCLUSIVE CD MANUFACTURING AGREEMENT, made as of the 12th day of September 1997, by and between Sofsource, Inc. with offices at 425 South Telshor, Building C, Suite 201, Las Cruces, New Mexico...Exclusive Cd Manufacturing Agreement • September 1st, 1998 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • New York
Exhibit (10)(a)(ix) COLLATERAL PATENT, TRADEMARK, COPYRIGHT AND LICENSE ASSIGNMENT THIS COLLATERAL PATENT, TRADEMARK, COPYRIGHT AND LICENSE ASSIGNMENT ("Assignment") made as of October 30, 1996, by Hauppauge Record Manufacturing Ltd., a New York...Allied Digital Technologies Corp • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks • Illinois
October 30, 1996 Hauppauge Record Manufacturing Ltd. 15 Gilpin Avenue Hauppauge, New York 11788 Attention: George Fishman Re: Fee Letter Reference is made to the Amended and Restated Loan and Security Agreement dated as of October 30, 1996 (as...Allied Digital Technologies Corp • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks
VIDEOTAPE DUPLICATIONAllied Digital Technologies Corp • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks • Michigan
Exhibit 10(f)(iii) LICENSE EXTENSION ADDENDUM THIS LICENSE EXTENSION ADDENDUM (the "Addendum") is dated as July 1, 1996, and is between VICTOR COMPANY OF JAPAN, LIMITED, a corporation duly organized and existing under the laws of Japan, having its...Allied Digital Technologies Corp • November 18th, 1996 • Phonograph records & prerecorded audio tapes & disks
C 0 M P R E H E N S I V E - C D D I S C L I C E N S E A G R E E M E N T AGREEMENT, having an effective date of January 1, 1996 by and between U.S. Philips Corporation having its principal office at 580 White Plains Road, Tarrytown, New York 10591...Allied Digital Technologies Corp • November 18th, 1996 • Phonograph records & prerecorded audio tapes & disks • New York
Exhibit (10)(a)(vii) AMENDED AND RESTATED SUBORDINATION AGREEMENT This Amended and Restated Subordination Agreement ("Agreement") is entered into as of the 30th day of October, 1996, by and between HRM Holdings Corp., a Delaware corporation...Subordination Agreement • November 14th, 1996 • Allied Digital Technologies Corp • Phonograph records & prerecorded audio tapes & disks • Illinois
By: /s/ Charles Kavanagh ------------------------------- Name: Charles Kavanagh ----------------------------- Title: Vice President-Finance ---------------------------- SCHEDULE 1 TO AMENDED AND RESTATED TERM NOTEAllied Digital Technologies Corp • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks
FOR VALUE RECEIVED, the undersigned, HAUPPAUGE RECORD MANUFACTURING LTD., a New York corporation ("Borrower"), hereby unconditionally promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Lender") at the office of Lender at 33 North LaSalle Street, Chicago, Illinois 60690 or at such other place as the holder of this Note may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY-FIVE MILLION FOUR HUNDRED TEN THOUSAND ONE HUNDRED SIXTY-EIGHT AND 93/100 DOLLARS ($25,410,168.93). This Note is referred to in and was executed and delivered pursuant to that certain Amended and Restated Loan and Security Agreement dated as of October 30, 1996 between Borrower and Lender (as amended, modified or supplemented from time to time, the "Loan Agreement"), to which reference is hereby made for a statement of the terms and conditions under which the loans evidenced hereby we
CAPEX NOTEAllied Digital Technologies Corp • October 29th, 1997 • Phonograph records & prerecorded audio tapes & disks
FOR VALUE RECEIVED, the undersigned, Allied Digital, Inc. (formerly known as Hauppauge Record Manufacturing Ltd.), a New York corporation ("Borrower"), hereby unconditionally promises to pay to the order of American National Bank and Trust Company of Chicago ("Lender"), at the office of Lender at 33 North LaSalle Street, Chicago, Illinois 60690, or at such other place as the holder of this Note may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of THREE MILLION FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($3,450,000.00) or, if less, the aggregate unpaid principal amount of all advances made by Lender pursuant to subsection 2.1(C) of the Loan Agreement. This Note is referred to in and was executed and delivered pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of October 30, 1996, between Borrower and Lender (as amended, modified or supplemented from time t
