DISCOVERY ZONE, INC., AS ISSUER, AND THE SUBSIDIARY GUARANTORS NAMED HEREIN AND STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE _____________________________________________ INDENTURE DATED AS OF JULY 22, 1997...Indenture • November 19th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
Exhibit 4.69 SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement"), is entered into as of March 31, 1998, between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), with a place of business located at 11111 Santa Monica...Security Agreement • April 15th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
DISCOVERY ZONE, INC. WARRANT AGREEMENT Dated as of July 17, 1998 Warrants to Purchase Shares of Common Stock, Par Value $.00017 Per Share Relating to the Series B Preferred Units TABLE OF CONTENTS -----------------Warrant Agreement • December 23rd, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
20,000 Units Discovery Zone, Inc. 13 1/2% Senior Collateralized Notes due 2002 with Warrants to Purchase Shares of Common StockPurchase Agreement • August 14th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is entered into as of December 18, 1998, between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), with...Loan and Security Agreement • December 23rd, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
PLEDGE AGREEMENTPledge Agreement • August 14th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
Exhibit 4.67 LOAN AND SECURITY AGREEMENT by and between DISCOVERY ZONE, INC.Loan and Security Agreement • April 15th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
Exhibit 4.70 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of March 31, 1998, is entered into between Discovery Zone, Inc., a Delaware corporation ("Pledgor"), and Foothill Capital Corporation, a California...Stock Pledge Agreement • April 15th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
W I T N E S S E T H: RECITALSSubordination Agreement • December 9th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
SECURITY AGREEMENTSecurity Agreement • December 23rd, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
WARRANT AGREEMENT --------------------------------------------------------Warrant Agreement • November 19th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT dated as of July 21, 1997 by and between Discovery Zone, Inc., a Delaware corporation (the "Company"), and Scott Bernstein ("Executive"). WHEREAS, the Board of Directors of...Employment Agreement • December 9th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
FORM OF INTERCREDITOR AGREEMENTIntercreditor Agreement • August 14th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
December 22, 1998 EXCHANGE AGENT AGREEMENT Firstar Bank of Minnesota, N.A. 101 East 5th Street St. Paul, Minnesota 55101 Ladies and Gentlemen: Discovery Zone, Inc. (the "Company") proposes to make an offer (the "Exchange Offer") to exchange any and...Exchange Agent Agreement • December 23rd, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER, dated as of July 28, 1997 (this "AGREEMENT") among Discovery Zone Children's Amusement Corp. (the "Company"), a Delaware corporation and a wholly owned Subsidiary of Discovery Zone, Inc. (the "Parent"), a...Merger Agreement • November 19th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • Delaware
SERIES A WARRANTS TO PURCHASE 601,585,205 SHARES OF COMMON STOCK ORRegistration Rights Agreement • August 14th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
by and amongPurchase Agreement • December 23rd, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
Exhibit 10.3 EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
DISCOVERY ZONE, INC., as Issuer, andIndenture • August 14th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of August 26, 1999 (the "Agreement"), by and between Discovery Zone, with principal offices at 565 Taxtor Road, Elmsford, New York 10523 ("DZ") and Carl Marks Consulting Group LLC with principal...Consulting Agreement • December 23rd, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is entered into as of July 17, 1998, between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), with a...Loan and Security Agreement • December 23rd, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
ANDSupplemental Indenture • August 14th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation
RECITALSTrademark Security Agreement • April 15th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
Exhibit 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of August 1, 1997 (the "Agreement") between Discovery Zone, Inc. (the "Company") and Robert G. Rooney (the "Executive"). WHEREAS, the Company desires to employ the Executive, and the...Employment Agreement • December 9th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 4.9 SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • November 19th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
Parent Company shall automatically, without further action by the Surviving Corporation, be converted into one share of same Series A Convertible Preferred Stock of the Surviving Corporation; (d) each issued and outstanding Unit consisting of 13 1/2%...Merger Agreement • November 19th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • Delaware
GENERAL CONTINUING GUARANTY THIS GENERAL CONTINUING GUARANTY ("Guaranty"), dated as of March 31, 1998, is executed and delivered by each of the undersigned Subsidiaries of Discovery Zone, Inc. (each a "Guarantor" and collectively "Guarantors"), in...General Continuing Guaranty • April 15th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
SUBSIDIARY PLEDGE AGREEMENT FromSubsidiary Pledge Agreement • August 14th, 1998 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
DISCOVERY ZONE, INC. (Mortgagor), to McDONALD's CORPORATION (Mortgagee)Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • December 9th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
W I T N E S S E T HAssignment and License Agreement • November 19th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation
DISCOVERY ZONE, INC. $85,000,000 13 1/2% SENIOR SECURED NOTES DUE 2002 WARRANTS TO PURCHASE 9.4724 SHARES OF COMMON STOCK REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
AS BORROWER,Revolving Credit Agreement • October 3rd, 1996 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
DISCOVERY ZONE, INC. (Grantor), to KENNETH W. PEARSON, as Trustee (Trustee)Deed of Trust • December 9th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
RECORDER: PLEASE NOTE THAT THIS INSTRUMENT AMENDS AND RESTATES THE INSTRUMENT RECORDED AT MORTGAGE BOOK VOLUME VCS 1300, PAGE 325 AND SHOULD BE INDEXED ACCORDINGLY.Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • December 9th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
DISCOVERY ZONE, INC. (Grantor),Deed of Trust • December 9th, 1997 • Discovery Zone Inc • Services-miscellaneous amusement & recreation • New York
