ARTICLE I DEFINITIONSCredit Agreement • September 15th, 1998 • Gadzooks Inc • Retail-family clothing stores • Texas
GRYPHON MASTER FUND, L.P. THE LENDER GADZOOKS, INC., DEBTOR THE BORROWERLoan and Security Agreement • November 4th, 2004 • Gadzooks Inc • Retail-family clothing stores • Texas
EXHIBIT 3 SECOND AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT dated as of October 23, 2003 (this "AMENDMENT") to that certain Rights Agreement (the "AGREEMENT") dated as of September 3, 1998 between Gadzooks, Inc., a Texas corporation (the...Rights Agreement • October 31st, 2003 • Gadzooks Inc • Retail-family clothing stores • Texas
ARTICLE I DEFINITIONSCredit Agreement • June 18th, 2001 • Gadzooks Inc • Retail-family clothing stores • Texas
Exhibit 10.35 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE, LLC 816939.4Loan and Security Agreement • May 17th, 2004 • Gadzooks Inc • Retail-family clothing stores
RECITALSSeverance Agreement • April 26th, 2000 • Gadzooks Inc • Retail-family clothing stores
1 EXHIBIT 1 RIGHTS AGREEMENT by and between GADZOOKS, INC. (the "Company")Rights Agreement • September 4th, 1998 • Gadzooks Inc • Retail-family clothing stores • Texas
1 EXHIBIT 10.25 MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 12th, 2000 • Gadzooks Inc • Retail-family clothing stores • Texas
Exhibit 10.34 DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE WELLS FARGO RETAIL FINANCE, LLC 813875.2 Boston, Massachusetts February 4, 2004 FOR VALUE RECEIVED, the undersigned, Gadzooks, Inc., Debtor and Debtor-in-Possession, a Texas corporation with its...Revolving Credit Note • May 17th, 2004 • Gadzooks Inc • Retail-family clothing stores
This is the "Revolving Credit Note" to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein. Terms used herein which are defined in the Loan Agreement are used as so defined.
RECITALSSeverance Agreement • April 23rd, 1997 • Gadzooks Inc • Retail-family clothing stores
ARTICLE II REPRESENTATIONS AND WARRANTIESCredit Agreement • April 23rd, 1997 • Gadzooks Inc • Retail-family clothing stores • Texas
ARTICLE I DEFINITIONSCredit Agreement • June 15th, 1999 • Gadzooks Inc • Retail-family clothing stores • Texas
FIRST AMENDMENT TO SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • December 18th, 2001 • Gadzooks Inc • Retail-family clothing stores
IRREVOCABLE PROXYIrrevocable Proxy • October 25th, 2004 • Gadzooks Inc • Retail-family clothing stores • Texas
RECITALSCredit Agreement • December 13th, 2002 • Gadzooks Inc • Retail-family clothing stores
EXHIBIT 10.24 THIRD AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTERevolving Line of Credit Note • June 13th, 2000 • Gadzooks Inc • Retail-family clothing stores • Texas
GADZOOKS, INC. ANDInvestment Agreement • October 25th, 2004 • Gadzooks Inc • Retail-family clothing stores • Texas
RECITALSExecutive Retirement Agreement • September 10th, 2002 • Gadzooks Inc • Retail-family clothing stores • Texas
MERRILL LYNCH SPECIAL PROTOTYPE DEFINED CONTRIBUTION PLAN ADOPTION AGREEMENT 401(k) PLAN401(k) Plan Adoption Agreement • June 9th, 1998 • Gadzooks Inc • Retail-family clothing stores
1 EXHIBIT 10.24 SEVERANCE PROTECTION AGREEMENT THIS AGREEMENT made as of the first day of September, 1998, by and between Gadzooks, Inc. (the "Company") and Gerald R. Szczepanski (the "Executive"). WHEREAS, the Board of Directors and the Executive...Severance Protection Agreement • December 15th, 1998 • Gadzooks Inc • Retail-family clothing stores • Texas
EXHIBIT 10.2 THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT DATED OF EVEN DATE HEREWITH EXECUTED BY AND AMONG WELLS FARGO RETAIL FINANCE, LLC, GADZOOKS, INC., AND GRYPHON MASTER FUND, L.P. (AS THE SAME MAY HEREAFTER BE...Promissory Note • November 4th, 2004 • Gadzooks Inc • Retail-family clothing stores • Texas
THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT DATED OF EVEN DATE HEREWITH EXECUTED BY AND AMONG WELLS FARGO RETAIL FINANCE, LLC, GADZOOKS, INC., AND GRYPHON MASTER FUND, L.P. (AS THE SAME MAY HEREAFTER BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "SUBORDINATION AGREEMENT"). PAYMENTS HEREUNDER MAY BE SUBORDINATED, TO THE EXTENT AND IN THE MANNER SET FORTH IN THE SUBORDINATION AGREEMENT, TO THE PRIOR PAYMENT IN FULL OF THE SENIOR DEBT (AS SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT).
STANDARD INDUSTRIAL LEASE AGREEMENT BY AND BETWEEN CB MIDWAY INTERNATIONAL PARTNERS, LTD., AS LESSOR, AND GADZOOKS, INC., AS LESSEEStandard Industrial Lease Agreement • April 27th, 1998 • Gadzooks Inc • Retail-family clothing stores • Texas
EXHIBIT 10.30 SEVERANCE PROTECTION AGREEMENT THIS AGREEMENT made as of the first day of July, 2001, by and between Gadzooks, Inc. (the "COMPANY") and James F. Wimpress, Jr. (the "EXECUTIVE"). WHEREAS, the Board of Directors and the Executive desire to...Severance Protection Agreement • December 18th, 2001 • Gadzooks Inc • Retail-family clothing stores • Texas
EXHIBIT 4.1 NEITHER THIS NOTE NOR THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, AND NEITHER MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO...Convertible Note Agreement • October 14th, 2003 • Gadzooks Inc • Retail-family clothing stores • Texas
EXHIBIT 10.39 TRADEMARK AND TRADEMARK APPLICATIONS SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE, LLC 765890.1Trademark and Trademark Applications Security Agreement • April 29th, 2003 • Gadzooks Inc • Retail-family clothing stores • Massachusetts
EXHIBIT 10.31 SEVERANCE PROTECTION AGREEMENT THIS AGREEMENT made as of the first day of July, 2001, by and between Gadzooks Management, L.P. (the "COMPANY") and William S. Kotch, III (the "EXECUTIVE"). WHEREAS, the Board of Directors and the Executive...Severance Protection Agreement • December 18th, 2001 • Gadzooks Inc • Retail-family clothing stores • Texas
MERRILL LYNCH SPECIAL401(k) Plan Adoption Agreement • December 1st, 1998 • Gadzooks Inc • Retail-family clothing stores • New York
PURCHASE AGREEMENT BY AND AMONG GADZOOKS, INC., GADZOOKS 21, INC. AND FOREVER 21, INC. (solely for purposes of Sections 1.1(c), 3.2(b), 3.2(d), 3.3, 3.6, 3.7 and 9.3) DATED AS OF February 16, 2005Purchase Agreement • February 22nd, 2005 • Gadzooks Inc • Retail-family clothing stores • Texas
This PURCHASE AGREEMENT (this “Agreement”) is dated as of February 16, 2005, by and among Gadzooks, Inc., a Texas corporation (the “Company”), Gadzooks 21, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and, solely for purposes of Sections 1.1(c), 3.2(b), 3.2(d), 3.3, 3.5 and 9.3, Forever 21, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined elsewhere in the text of this Agreement are defined in Section 9.10.
EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned each agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of...Joint Filing Agreement • October 25th, 2004 • Gadzooks Inc • Retail-family clothing stores
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned each agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
SECURITY AGREEMENT WELLS FARGO BANK EQUIPMENT 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned GADZOOKS, INC., or any of them ("Debtor"), hereby grants and transfers to WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION ("Bank") a...Security Agreement • December 13th, 2002 • Gadzooks Inc • Retail-family clothing stores • Texas
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 16th, 2004 • Gadzooks Inc • Retail-family clothing stores • Texas
This THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of July 15, 2004, to that certain Rights Agreement (as the same may be amended from time to time, the “Agreement”) dated as of September 3, 1998 between Gadzooks, Inc., a Texas corporation (the “Company”), and Mellon Investor Services LLC, as successor to ChaseMellon Shareholder Services, L.L.C., as rights agent (the “Rights Agent”), as amended by a First Amendment to the Agreement, dated as of October 7, 2003, between the Company and the Rights Agent (the “First Amendment”) and as further amended by a Second Amendment to the Agreement, dated as of October 23, 2003, between the Company and the Rights Agent (the “Second Amendment”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement.
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 17th, 2005 • Gadzooks Inc • Retail-family clothing stores • Texas
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is dated as of February 22, 2005, by and among Gadzooks, Inc., a Texas corporation (the “Company”), and Gadzooks 21, Inc., a Delaware corporation (“Purchaser”). Capitalized terms used but not defined elsewhere in the text of this Amendment are used as defined in the Purchase Agreement (defined below).
RECITALCredit Agreement • June 14th, 2002 • Gadzooks Inc • Retail-family clothing stores • Texas
SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • December 22nd, 2004 • Gadzooks Inc • Retail-family clothing stores • Texas
WHEREAS, the Board of Directors of the Company (the “Board”) and the Executive desire to enter into this Agreement as a condition to the Executive’s employment with the Company and to provide certain benefits to the Executive upon the termination of employment of the Executive under certain conditions and upon termination of that certain Executive Employment Agreement by and between the Company and the Executive, dated as of the date hereof (the “Employment Agreement”);
1 EXHIBIT 10.26 SEVERANCE PROTECTION AGREEMENT THIS AGREEMENT made as of the first day of September, 1998, by and between Gadzooks, Inc. (the "Company") and Monty R. Standifer (the "Executive"). WHEREAS, the Board of Directors and the Executive desire...Severance Protection Agreement • December 15th, 1998 • Gadzooks Inc • Retail-family clothing stores • Texas
