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”).
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.
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.
ContractAnd Related Services Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
ContractAnd Related Services Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
May 31, 2005Limited Liability Company Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment
On the date hereof, Glenayre Electronics, Inc. (“GEI”), James Caparro (“Caparro”) and Thomas Costabile (“Costabile”) are executing the Limited Liability Company Agreement (the “LLC Agreement”) of Entertainment Distribution Company, LLC (“EDC”) as Members. Capitalized terms used but not defined herein have the meanings ascribed thereto in the LLC Agreement. Under the terms of the LLC Agreement, (1) GEI is making an initial capital contribution as described in the LLC Agreement (the “GEI Initial Capital Contribution”), (2) each of Caparro and Costabile (together with GEI, the “Initial Members”) are making the initial capital contributions as described in the LLC Agreement (together with the GEI Initial Capital Contribution, the “Initial Capital Contributions”), and (3) each of Caparro and Costabile have been granted certain Profits Interests in EDC (the “Profits Interests”).
CASH COLLATERAL AGREEMENTCash Collateral Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS CASH COLLATERAL AGREEMENT (this “Agreement”) dated as of May 31, 2005 is by and between GLENAYRE ELECTRONICS, INC., a Colorado corporation (the “Parent”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders under the Credit Agreement referred to below (the “Administrative Agent”).
MANUFACTURING AND RELATED SERVICES AGREEMENT*And Related Services Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
ContractRelated Services Agreement • June 3rd, 2005 • Glenayre Technologies Inc • Radio & tv broadcasting & communications equipment • New York
