MTS Inc Sample Contracts

AMONG
Stock Purchase Agreement • April 12th, 2002 • MTS Inc • Retail-record & prerecorded tape stores
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ARTICLE I DEFINITIONS
Security Agreement • July 23rd, 1998 • MTS Inc • Retail-record & prerecorded tape stores • New York
PURCHASE AGREEMENT ------------------ April 20, 1998
Purchase Agreement • June 1st, 1998 • MTS Inc • New York
1 EXHIBIT 10.5 MTS, INCORPORATED TOWER RECORDS KABUSHIKI KAISHA US$98,412,639 AND YEN15,596,828,718 AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 14th, 2001 • MTS Inc • Retail-record & prerecorded tape stores • New York
1 - EMPLOYEE'S INITIALS ___
Severance Agreement • April 1st, 2003 • MTS Inc • Retail-record & prerecorded tape stores • California
RECITALS
Loan and Security Agreement • April 1st, 2003 • MTS Inc • Retail-record & prerecorded tape stores • California
EXHIBIT 10.20 AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of October 9, 2002
Term Loan Agreement • October 21st, 2002 • MTS Inc • Retail-record & prerecorded tape stores • New York
CREDIT AGREEMENT dated as of April 23, 1998 among
Credit Agreement • June 1st, 1998 • MTS Inc • New York
EXHIBIT 10.22
Retention Agreement • November 7th, 2002 • MTS Inc • Retail-record & prerecorded tape stores • London
INDENTURE
Indenture • June 1st, 1998 • MTS Inc • New York
1 - EMPLOYEE'S INITIALS ___
Severance Agreement • April 1st, 2003 • MTS Inc • Retail-record & prerecorded tape stores • California
MTS, INCORPORATED
Exchange and Registration Rights Agreement • June 1st, 1998 • MTS Inc • New York
INDENTURE DATED AS OF , 2004 BETWEEN MTS, INCORPORATED, AS ISSUER, AND THE BANK OF NEW YORK AS TRUSTEE
Indenture • March 12th, 2004 • MTS Inc • Retail-record & prerecorded tape stores • New York

INDENTURE dated as of , 2004, between MTS INCORPORATED, a California corporation (the “COMPANY”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “TRUSTEE”).

May 21, 2002
Stock Purchase Agreement • June 14th, 2002 • MTS Inc • Retail-record & prerecorded tape stores
CREDIT AGREEMENT
Credit Agreement • June 30th, 2006 • MTS Inc • Retail-record & prerecorded tape stores
August 30, 2002
Stock Purchase Agreement • September 3rd, 2002 • MTS Inc • Retail-record & prerecorded tape stores
September 13, 2002
Stock Purchase Agreement • September 13th, 2002 • MTS Inc • Retail-record & prerecorded tape stores

Reference is made to that certain Stock Purchase Agreement (the “Purchase Agreement”) dated as of April 11, 2002, between Valtona Holding B.V. (“Valtona”) and MTS, Incorporated (“Seller”), as amended and assigned by Valtona to Vespasianus Co., Ltd. (“Purchaser”) pursuant to that certain Assumption and Release Agreement dated as of May 10, 2002, among Seller, Valtona and Purchaser, and as further amended pursuant to those certain letter agreements dated May 21, 2002, July 22, 2002, August 15, 2002 and August 30, 2002, among Seller and Purchaser. Capitalized terms used but not defined herein are used as defined in the Purchase Agreement.

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WITNESSETH:
Japanese Security Agreement • July 23rd, 1998 • MTS Inc • Retail-record & prerecorded tape stores
AMENDMENT AND TRANSFER AGREEMENT
Transfer Agreement • June 30th, 2006 • MTS Inc • Retail-record & prerecorded tape stores
AGREEMENT
Settlement Agreement • October 27th, 2000 • MTS Inc • Retail-record & prerecorded tape stores • California

Chris Hopson (AMr. Hopson@) has been a creative industrious employee of MTS, Inc. (AMTS@) for more than thirty years. There have also been issues which have arisen over those thirty years that MTS and Mr. Hopson would like to resolve. MTS desires to compensate Mr. Hopson for some of his past contributions which may not have been fully recognized at the time. MTS and Mr. Hopson also desire to resolve any and all outstanding issues between them that arise from, or relate to, his employment by, or association with, MTS. This agreement should not be read, however, to imply that a termination of Mr. Hopson=s employment is an intended result.

MTS, INCORPORATED
Indenture • June 1st, 1998 • MTS Inc • New York
EXHIBIT 10.19 LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 21st, 2002 • MTS Inc • Retail-record & prerecorded tape stores • California
September 27, 2002
Stock Purchase Agreement • October 3rd, 2002 • MTS Inc • Retail-record & prerecorded tape stores
EXHIBIT 10.21
Retention Agreement • November 7th, 2002 • MTS Inc • Retail-record & prerecorded tape stores
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