RECITALSRegistration Rights Agreement • July 28th, 1997 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
SECURITY AGREEMENTSecurity Agreement • May 16th, 1997 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
RECITALLoan and Security Agreement • May 17th, 1999 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
RECITALSRegistration Rights Agreement • July 28th, 1997 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
RECITALSRights Agreement • July 28th, 1997 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
EXHIBIT 10.22 Amended and Restated Loan and Security Agreement by and betweenLoan and Security Agreement • May 17th, 1999 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
RECITALSManagement Services Agreement • April 27th, 2001 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
STOCK PURCHASE AGREEMENT dated as of August 10, 1998 between VIACOM INTERNATIONAL INC. and WHEREHOUSE ENTERTAINMENT, INC.Stock Purchase Agreement • September 14th, 1998 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
1 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement • December 15th, 1999 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
1 EXHIBIT 10.23 INTERCREDITOR AND SUBORDINATION AGREEMENT Dated as of October 26, 1998Intercreditor and Subordination Agreement • May 17th, 1999 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
Trade CreditorsIntercreditor and Collateral Agency Agreement • May 17th, 1999 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
RECITALSLoan and Security Agreement and Consent • April 27th, 2001 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
1998 STOCK INCENTIVE PLAN]1998 Stock Incentive Plan • September 28th, 1998 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • Delaware
WARRANT AGREEMENT RELATING TO THE ISSUANCE OF THE TRANCHE A WARRANTS WEI ACQUISITION CO. (which will change its name to Wherehouse Entertainment, Inc.) and UNITED STATES TRUST COMPANY OF NEW YORK Dated as of January 31, 1997 TABLE OF CONTENTSWarrant Agreement • May 16th, 1997 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
NON-TRANSFERABLE STOCK OPTION AGREEMENT THIS NON-TRANSFERABLE STOCK OPTION AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, the "AGREEMENT") is dated as of the 31st day of January, 1997, and is entered into...Non-Transferable Stock Option Agreement • July 28th, 1997 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
1 Exhibit 10.24 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of October 26, 1998, is between and among Wherehouse Subsidiary I Co., Inc., Wherehouse Subsidiary II Co., Inc., and Wherehouse Subsidiary III Co., Inc., (each a "Borrower," and...Security Agreement • May 17th, 1999 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • California
EXHIBIT 2.3 TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT (the "Agreement") entered into as of August 10, 1998 by and between WHEREHOUSE ENTERTAINMENT, INC., a Delaware corporation (the "Purchaser"), and VIACOM INTERNATIONAL INC., a...Transition Services Agreement • November 10th, 1998 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
WARRANT AGREEMENT RELATING TO THE ISSUANCE OF THE TRANCHE B WARRANTS WEI ACQUISITION CO. (which will change its name to Wherehouse Entertainment, Inc.) and UNITED STATES TRUST COMPANY OF NEW YORK Dated as of January 31, 1997...Tranche B Warrant Agreement • May 16th, 1997 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR THE STATE OF DELAWARE CERTAIN DEFINITIONS THE WHEREHOUSE CUSIP 963281 10 0Wherehouse Entertainment Inc /New/ • July 28th, 1997 • Retail-record & prerecorded tape stores
RECITALSNon-Transferable Stock Option Agreement • May 1st, 1998 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
1998 STOCK INCENTIVE PLAN]1998 Stock Incentive • September 28th, 1998 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • Delaware
EXHIBIT 2.2 TRANSITION LICENSE AGREEMENT TRADEMARK LICENSE AGREEMENT (the "Agreement") dated as of September 26, 1998 by and between BLOCKBUSTER ENTERTAINMENT INC., a Delaware corporation ("Licensor") and Wherehouse Entertainment, Inc., a Delaware...Transition License Agreement • November 10th, 1998 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
WARRANT AGREEMENT RELATING TO THE ISSUANCE OF THE TRANCHE C WARRANTS WEI ACQUISITION CO. (which will change its name to Wherehouse Entertainment, Inc.) and UNITED STATES TRUST COMPANY OF NEW YORK Dated as of January 31, 1997...Tranche C Warrant Agreement • May 16th, 1997 • Wherehouse Entertainment Inc /New/ • Retail-record & prerecorded tape stores • New York
