LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2007 • House of Taylor Jewelry, Inc. • Jewelry, silverware & plated ware • Connecticut
This LOAN AND SECURITY AGREEMENT is dated as of October 11, 2007 and agreed to by and between HOUSE OF TAYLOR JEWELRY, INC., a Nevada corporation (“Borrower”), any other Credit Party executing this Agreement, and NEW STREAM SECURED CAPITAL, L.P., a Delaware limited partnership (“Lender”).
REVOLVING CREDIT NOTECredit Note • October 18th, 2007 • House of Taylor Jewelry, Inc. • Jewelry, silverware & plated ware
For value received, the receipt and sufficiency of which are hereby acknowledged, HOUSE OF TAYLOR JEWELRY, INC., a Nevada corporation (“Borrower”), hereby promises to pay to the order of NEW STREAM SECURED CAPITAL, L.P., a Delaware limited partnership (“Lender”) at its offices located at 38C Grove Street, Ridgefield, Connecticut 06877, or at such other place as Lender may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of TWENTY-FIVE MILLION DOLLARS and NO CENTS ($25,000,000), or such greater or lesser amount as shall be advanced by Lender from time to time, together with interest on the unpaid balance of such amount from the date of the initial Revolving Credit Advance. This Note is the Revolving Credit Note issued under the Loan and Security Agreement among Borrower, the other Credit Party signatories thereto and Lender of even date herewith (said agreement, as the same may be amended, restated or
ContractHouse of Taylor Jewelry, Inc. • October 18th, 2007 • Jewelry, silverware & plated ware • Delaware
THIS WARRANT WAS ORIGINALLY ISSUED ON OCTOBER [__] , 2007, AND SUCH ISSUANCE WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO IT.
TERM NOTETerm Note • October 18th, 2007 • House of Taylor Jewelry, Inc. • Jewelry, silverware & plated ware
FOR VALUE RECEIVED, the undersigned, HOUSE OF TAYLOR JEWELRY, INC., a Nevada corporation (“Borrower”), hereby promises to pay on the Commitment Termination Date to the order of NEW STREAM SECURED CAPITAL, L.P., a Delaware limited partnership (“Lender”) at its offices located at 38C Grove Street, Ridgefield, Connecticut 06877, or at such other place as Lender may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of FIVE MILLION DOLLARS and NO cents ($5,000,000), or such lesser amount as shall be advanced by Lender from time to time, together with interest on the unpaid balance of such amount from the date of this Note. This Note is the Term Note issued under the Loan and Security Agreement between Borrower and Lender of even date herewith (said agreement, as the same may be amended, restated or supplemented from time to time, being herein called the “Agreement”) to which a reference is made for a statem
EXCHANGE AND PAYOFF AGREEMENTExchange and Payoff Agreement • October 18th, 2007 • House of Taylor Jewelry, Inc. • Jewelry, silverware & plated ware • New York
EXCHANGE AND PAYOFF AGREEMENT (this "Agreement"), dated as of October __, 2007, by and among House of Taylor Jewelry, Inc., a Nevada corporation, with headquarters located at 9200 Sunset Blvd., Suite 425, West Hollywood, California 90069 (the "Company"), and Castlerigg Master Investments Ltd. (the "Investor").
