THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT...Fao Inc • December 17th, 2002 • Retail-catalog & mail-order houses • New York
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Amended and Restated Subordination and Intercreditor Agreement (as amended, supplemented or otherwise modified from time to time, the "Subordination Agreement") dated as of April 30, 2002, among KBB Retail Assets Corp. (fka F.A.O. Schwarz) ("KBB"), Quality Fulfillment Services, Inc. ("QFS"), FAO, Inc. fka The Right Start, Inc. (the "Parent"), FAO Schwarz, Inc. fka Toy Soldier, Inc. (collectively with Parent, the "Obligors") and Wells Fargo Retail Finance, LLC (the "Senior Lender"), to the indebtedness (including interest) owed by the Obligors pursuant to that certain Loan and Security Agreement dated as of April 30, 2002, between the Obligors and the Senior Lender, as such Loan and Security Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time (the "Wells Loan Agreement") and to indebtedness refinancing
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Third Amendment") is entered into and effective as of November 21, 2002 by and among, on the one hand, FAO, Inc., FAO Schwarz, Inc. and ZB Company, Inc., each a Delaware corporation (collectively, "Borrowers"), and, on the other hand, the financial institutions from time to time party to the Loan Agreement referred to below (collectively, the "Lenders" and each individually, a "Lender") and Wells Fargo Retail Finance, LLC, as agent for the Lenders (in such capacity, "Agent").
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of November 21, 2002 amends and restates that certain Security Agreement dated as of October 8, 2002, made by each of FAO, Inc. ("FAO"), a Delaware corporation, FAO Schwarz, Inc. ("Schwarz"), a Delaware corporation and ZB Company, Inc., a Delaware corporation ("ZB", and, together with FAO and Schwarz, "Grantors"), in favor of Kayne Anderson Capital Advisors, L.P., as agent ("KACA"), and Fortune Twenty-Fifth, Inc. (together with KACA, the "Secured Parties"), holders of certain notes dated as of October 9, 2002 (the "Existing Notes"), as amended and restated as of the date hereof in the aggregate principal amount of up to $13,000,000 (the "Equipment Notes"), issued by Grantors to Secured Parties, with reference to the following facts:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT...Fao Inc • December 17th, 2002 • Retail-catalog & mail-order houses • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE, IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT INTERCREDITOR AGREEMENT DATED AS OF AUGUST 15, 2002 (AS AMENDED BY AND THROUGH THE DATE HEREOF AND AS FURTHER AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT") BY AND AMONG KAYNE ANDERSON CAPITAL ADVISORS, L.P., FORTUNE TWENTY-FIFTH, INC., FAO, INC., FAO SCHWARZ, INC. ZB COMPANY, INC., AND WELLS FARGO RETAIL FINANCE, LLC, AS AGENT (THE "SENIOR LENDER"), TO ALL INDEBTEDNESS OWED BY THE MAKER OF THIS NOTE TO THE SENIOR LENDER, AND THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Fourth Amendment") is entered into and effective as of December 16, 2002 by and among, on the one hand, FAO, Inc., FAO Schwarz, Inc. and ZB Company, Inc., each a Delaware corporation (collectively, "Borrowers"), and, on the other hand, the financial institutions from time to time party to the Loan Agreement referred to below (collectively, the "Lenders" and each individually, a "Lender") and Wells Fargo Retail Finance, LLC, as agent for the Lenders (in such capacity, "Agent").
AMENDED AND RESTATED INTERIM OPERATING AGREEMENTInterim Operating Agreement • December 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses
THIS AMENDED AND RESTATED INTERIM OPERATING AGREEMENT is made as of December 16, 2002 (this "Agreement") by and among FAO SCHWARZ, INC. f/k/a Toy Soldier, Inc., a Delaware corporation ("Buyer"), FAO, INC., f/k/a The Right Start, Inc., a Delaware corporation ("Parent"), KBB RETAIL ASSETS CORP., f/k/a F.A.O. Schwarz, a New York corporation ("Seller"), and ROYAL VENDEX KBB N.V., a Netherlands corporation ("Shareholder"). All capitalized terms contained herein and not otherwise defined in this Agreement shall have those meanings ascribed to them in the Purchase Agreement (as defined below).
