REGISTRATION RIGHTS AGREEMENT Dated as of December 16, 2003 by and among EQUINOX HOLDINGS, INC. and THE GUARANTORS PARTY HERETO and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, UBS SECURITIES LLC, and WACHOVIA CAPITAL...Registration Rights Agreement • February 5th, 2004 • Equinox Group Inc • Non-operating establishments • New York
This Agreement is made pursuant to the Purchase Agreement dated as of December 9, 2003 by and among the Issuers and the Initial Purchasers (the "Purchase Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $160,000,000 principal amount of the Company's 9% Senior Notes due 2009 (the "Notes") which are to be unconditionally guaranteed on a senior basis (the "Guarantees", and together with the Notes, the "Securities") as described in the Purchase Agreement. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2004 • Equinox Group Inc • Non-operating establishments • New York
This EMPLOYMENT AGREEMENT is entered into as of this day of September, 2003, by and between Equinox Holdings, Inc., a Delaware corporation (the “Company”), and Scott Rosen (“Executive”).
Separation AgreementEquinox Group Inc • August 9th, 2004 • Non-operating establishments • New York
This letter agreement sets forth the terms and conditions of our agreement regarding your termination of employment with Equinox Holdings, Inc. (the “Company”) on the last day of your employment with the Company as determined in accordance with the second sentence of Section 4(a) hereof (the “Termination Date”).
CREDIT AGREEMENT DATED AS OF DECEMBER 16, 2003 BY AND AMONG EQUINOX HOLDINGS, INC., a Delaware corporation, MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc., as Agent, Administrative Agent, Lead Arranger and as a...Credit Agreement • August 9th, 2004 • Equinox Group Inc • Non-operating establishments • New York
CREDIT AGREEMENT dated as of December 16, 2003 by and among EQUINOX HOLDINGS, INC., a Delaware corporation (“Borrower”), as Borrower, the financial institutions from time to time parties hereto, each as a Lender, MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender and as Agent, Administrative Agent and Lead Arranger, UBS SECURITIES LLC, as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, individually as a Lender and as Documentation Agent, and UBS LOAN FINANCE LLC, as a Lender.
EQUINOX HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of December 15, 2000Stockholders Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
STOCKHOLDERS AGREEMENT, dated as of December 15, 2000, among Equinox Holdings, Inc., a Delaware corporation (the “Company”), NCP-EH, L.P., a Delaware limited partnership (“NCP-EH”), NCP Co-Investment Fund, L.P., a Delaware limited partnership (the “Co-Investment Fund”, and together with NCP-EH, the “Purchaser”); each of the stockholders listed on Schedule I hereto (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”); each of the rollover optionholders listed on Schedule II hereto (each, a “Rollover Optionholder” and collectively, the “Rollover Optionholders”); Albion Alliance Mezzanine Fund, L.P., a Delaware limited partnership (“Albion I”), Albion Alliance Mezzanine Fund II, L.P., a Delaware limited partnership (“Albion II”), Deutsche Bank Securities Inc. (“DB”), Exeter Capital Partners IV, L.P. (“Exeter Capital”), Exeter Equity Partners, L.P. (“Exeter Equity”), Bill and Melinda Gates Foundation (“Gates”), Arrow Investment Partners (“Arrow”, and together with
EQUINOX HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT Dated as of December 15, 2000Registration Rights Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 15, 2000, among Equinox Holdings, Inc., a Delaware corporation (the “Company”), NCP-EH, L.P., a Delaware limited partnership (“NCP”), NCP Co-Investment Fund, L.P., a Delaware limited partnership (the “NCP Co-Fund” and, together with NCP, “NCP-EH”), Albion Alliance Mezzanine Fund, L.P., a Delaware limited partnership (“Albion I”), Albion Alliance Mezzanine Fund II, L.P., a Delaware limited partnership (“Albion II”), Deutsche Bank Securities Inc. (“DB”), Exeter Capital Partners IV, L.P. (“Exeter Capital”), Exeter Equity Partners, L.P. (“Exeter Equity”), Bill and Melinda Gates Foundation (“Gates”), Arrow Investment Partners (“Arrow”) and together with DB, Exeter Capital, Exeter Equity, Gates, Arrow, Albion I and Albion II and each of their respective successors and permitted assigns, solely in their capacity of holders of Warrants or Warrant Shares, the “Sub-Debt Warrantholders”), and the individuals set forth on the si
ContractEquinox Group Inc • July 15th, 2004 • Non-operating establishments • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
CONSULTING AGREEMENTConsulting Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
This CONSULTING AGREEMENT, dated as of December 15, 2000 (the “Agreement”), by and between Equinox Holdings, Inc., a Delaware corporation (the “Company”), North Castle Partners, L.L.C., a Delaware limited liability company (“North Castle”), and J.W. Childs Associates, L.P., a Delaware limited partnership (“JWC Associates”) and J.W. Childs Advisors II, L.P., a Delaware limited partnership (“JWC Advisors” and, together with JWC Associates, “Childs”).
MASTER SERVICES AGREEMENTMaster Services Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
This MASTER SERVICES AGREEMENT is entered into and effective as of this 22nd day of February, 2001, among Equinox Holdings, Inc., a Delaware corporation (“Holdings”), Eclipse Development Corporation, a Delaware corporation (“Development”) and Paul Boardman (“Executive” and, together with Development and Holdings, the “Parties” and, each individually, a “Party”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AND PLAN OF MERGER by and among THE SHAREHOLDERS LISTED ON ANNEX I HERETO, EQUINOX HOLDINGS, INC., NCP-EH RECAPITALIZATION CORP, and NCP-EH, L.P. dated as of October 16, 2000, as amended as of December 14,...Stock Purchase Agreement and Plan of Merger • July 15th, 2004 • Equinox Group Inc • Non-operating establishments
THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AND PLAN OF MERGER dated as of this day of December, 2000, with effect as of the 16th day of October, 2000, by and among the holders of shares of Common Stock listed on Annex I hereto (each a “Shareholder” and collectively, the “Shareholders”). Equinox Holdings, Inc., a Delaware corporation (the “Company”). NCP-EH Recapitalization Corp., a Delaware corporation (“MergerCo”), and NCP-EH, L.P., a Delaware limited partnership (the “Purchaser”).
