REGISTRATION RIGHTS AGREEMENT by and among Action Performance Companies, Inc.Registration Rights Agreement • May 15th, 1998 • Action Performance Companies Inc • Wholesale-misc durable goods • New York
CONSULTING AGREEMENT DATED AS OF JANUARY 1, 1997Consulting Agreement • January 23rd, 1997 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
WITNESSETH:Pledge Agreement • December 29th, 2000 • Action Performance Companies Inc • Wholesale-misc durable goods
DATED AS OFAgreement and Plan of Merger • August 30th, 2005 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
SECTION 4 REPRESENTATIONS AND WARRANTIES.............................................. 7 4.1 Representations and Warranties of Seller.......................... 7 (a) Due Incorporation, Good Standing, and Qualification.......... 7 iAsset Purchase Agreement • February 10th, 1998 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
11/6/96 LICENSE AGREEMENT License Agreement entered into as of the 7th day of November, 1996 (the "Effective Date") among SII Acquisition, Inc. ("SII or Licensee"), an Arizona corporation, that plans to change its corporate name to Sports Image, Inc.;...License Agreement • November 22nd, 1996 • Action Performance Companies Inc • Wholesale-misc durable goods • North Carolina
ANDCredit Agreement • December 29th, 1998 • Action Performance Companies Inc • Wholesale-misc durable goods • North Carolina
COMMON STOCK PURCHASE WARRANTAction Performance Companies Inc • February 16th, 1999 • Wholesale-misc durable goods • Arizona
ACTION PERFORMANCE COMPANIES, INC. FIRST AMENDMENT Dated as of MARCH 18, 1998Note Purchase Agreement • May 15th, 1998 • Action Performance Companies Inc • Wholesale-misc durable goods • New York
RECITALSLoan and Security Agreement • December 20th, 2002 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
SECTION 1 EXCHANGE OF SHARES............................ 1 SECTION 2 REPRESENTATIONS AND WARRANTIES...................... 1 2.1 Representations and Warranties of Seller............................ 1 (a) Due Incorporation, Good Standing, and...Exchange Agreement • January 23rd, 1997 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
Draft of _____________, 1997] _______________ Shares ACTION PERFORMANCE COMPANIES, INC. COMMON STOCK UNDERWRITING AGREEMENT Dated [___] TABLE OF CONTENTSUnderwriting Agreement • May 20th, 1997 • Action Performance Companies Inc • Wholesale-misc durable goods • New York
a) Will be used or sold in the ordinary course of business by Debtor unless Secured Party consents in writing to another use, and (b) Will not be misused or abused, wasted or allowed to deteriorate, except for the ordinary wear and tear, and (c) Will...Security Agreement • November 22nd, 1996 • Action Performance Companies Inc • Wholesale-misc durable goods
EXHIBIT 10.70 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 18th, 2003 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
DATED AS OFLoan and Security Agreement • December 29th, 2000 • Action Performance Companies Inc • Wholesale-misc durable goods
EXHIBIT 10.1 SHAREHOLDER AGREEMENT dated as of August 29, 2005, (this "Agreement"), among SMISC, LLC, a Delaware limited liability company ("Parent"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Shareholder"...Shareholder Agreement • August 30th, 2005 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
SECTION 6 REPRESENTATIONS AND WARRANTIES......................................38 6.1 Financial Condition..............................................38 6.2 No Changes or Restricted Payments................................38 iCredit Agreement • January 23rd, 1997 • Action Performance Companies Inc • Wholesale-misc durable goods • North Carolina
EXHIBIT 10.80 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made and entered into as of May 6, 2005 among ACTION PERFORMANCE COMPANIES, INC., an Arizona...Credit Agreement • May 10th, 2005 • Action Performance Companies Inc • Wholesale-misc durable goods • Texas
1 Exhibit 10.58 MASTER LEASE AGREEMENT dated as of AUGUST 9, 1999 ("AGREEMENT") THIS AGREEMENT, is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors and assigns, if any, "LESSOR") and goracing.com, inc. ("LESSEE"). Lessor has...Master Lease Agreement • December 29th, 1999 • Action Performance Companies Inc • Wholesale-misc durable goods
EMPLOYMENT AGREEMENT DATED AS OF JANUARY 1, 1997Employment Agreement • January 23rd, 1997 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
STANDARD FORM INDUSTRIAL LEASE (SINGLE TENANT)Action Performance Companies Inc • December 29th, 1999 • Wholesale-misc durable goods
REGISTRATION AGREEMENT REGISTRATION AGREEMENT dated as of January 1, 1997, among ACTION PERFORMANCE COMPANIES, INC., an Arizona corporation (the "Company"); KENNETH R. BARBEE and JEFFERY M. GORDON together referred to as the "Holders.") WITNESSETH The...Registration Agreement • January 23rd, 1997 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
January 16, 1997 Hasbro, Inc. 1027 Newport Avenue Pawtucket, Rhode Island 02886-1059 Gentlemen: We have entered into a License Agreement with you. Each of us contemplated executing a warrant and a put agreement in connection with executing the License...Action Performance Companies Inc • March 7th, 1997 • Wholesale-misc durable goods
EXHIBIT 7(9) RIGHT OF FIRST REFUSAL AGREEMENT This Right of First Refusal Agreement (this Agreement) is made on the date written below, by and among Fred W. Wagenhals ("Fred") and Lisa K. Wagenhals ("Lisa"). In Consideration of the mutual promises,...Right of First Refusal Agreement • April 28th, 2005 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
SUBLEASEAction Performance Companies Inc • December 29th, 2000 • Wholesale-misc durable goods • Arizona
ARTICLE 1 EXERCISEAction Performance Companies Inc • September 27th, 2001 • Wholesale-misc durable goods • Arizona
LEASENorth Carolina Lease Agreement • December 22nd, 1997 • Action Performance Companies Inc • Wholesale-misc durable goods • North Carolina
ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 1, 1997Asset Purchase Agreement • January 23rd, 1997 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 7, 1996Asset Purchase Agreement • November 22nd, 1996 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
RECITALSEquipment Sublease • December 29th, 2000 • Action Performance Companies Inc • Wholesale-misc durable goods
Exhibit 10.78 ACTION PERFORMANCE COMPANIES, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the Grant Date, as set forth on the attached Exhibit A, by and between ACTION PERFORMANCE COMPANIES,...Action Performance Companies • May 10th, 2005 • Action Performance Companies Inc • Wholesale-misc durable goods
CHANGE OF CONTROL AGREEMENT DATED AS OF JUNE 2, 2005 BETWEEN ACTION PERFORMANCE COMPANIES, INC. AND MELODEE L. VOLOSINChange of Control Agreement • June 6th, 2005 • Action Performance Companies Inc • Wholesale-misc durable goods • Arizona
Change of Control Agreement dated as of June 2, 2005, by and between Action Performance Companies, Inc., an Arizona corporation (“Employer”) and Melodee L. Volosin (“Executive”).
AMENDMENT AND CONSENTAction Performance Companies Inc • May 15th, 1998 • Wholesale-misc durable goods • North Carolina
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 30, 2004 AMONG ACTION PERFORMANCE COMPANIES, INC., ACTION RACING COLLECTABLES, INC., ACTION SPORTS IMAGE, L.L.C., FUNLINE MERCHANDISE COMPANY, INC., JEFF HAMILTON COLLECTION, INC. MCARTHUR TOWEL...Credit Agreement • August 10th, 2004 • Action Performance Companies Inc • Wholesale-misc durable goods • Texas
This Amended and Restated Credit Agreement, dated as of June 30, 2004, is among Action Performance Companies, Inc., an Arizona corporation (“APC” or “Company”), Action Racing Collectables, Inc., an Arizona corporation (“ARC”), Action Sports Image, L.L.C., an Arizona limited liability company (“ASI”), Funline Merchandise Company, Inc., a California corporation (“Funline”), Jeff Hamilton Collection, Inc., an Arizona corporation (“Hamilton”), McArthur Towel and Sports, Inc., an Arizona corporation (“McArthur”), Racing Collectables Club of America, Inc., an Arizona corporation (“RCCA”)and Trevco Trading Corp., an Arizona corporation (“Trevco”), each as a Borrower, the other Loan Parties, the Lenders and Bank One, NA, a national banking association with its main office in Chicago, Illinois, as an LC Issuer and as the Agent.
FIRST AMENDMENT DATED AS OF JUNE 2, 2005 TO EMPLOYMENT AGREEMENT BETWEEN ACTION PERFORMANCE COMPANIES, INC. AND FRED W. WAGENHALSEmployment Agreement • June 6th, 2005 • Action Performance Companies Inc • Wholesale-misc durable goods
This First Amendment to Employment Agreement (the “Amendment”) is dated as of June 2, 2005 by and between Action Performance Companies, Inc., an Arizona corporation (“Employer”) and Fred W. Wagenhals (“Executive”).
