RECITALSRegistration Rights Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • New York
Attention: Robert Davenport January 31, 1997 Dear Mr. Davenport: Reference is made to (i) that certain letter agreement dated as of October 14, 1996 (the "Interim Management Agreement") between Alvarez & Marsal, Inc. ("A&M") and Cerberus Partners,...Management Services Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores
Reference is made to (i) that certain letter agreement dated as of October 14, 1996 (the "Interim Management Agreement") between Alvarez & Marsal, Inc. ("A&M") and Cerberus Partners, L.P., as the agent (the "Agent") under that certain Credit Agreement dated as of June 11, 1992 among the Agent, the other lenders party thereto (collectively, the "Senior Lenders") and Wherehouse Entertainment, Inc., as the borrower (the "Credit Agreement") and (ii) that certain Management Services Agreement dated as of the date hereof among WEI Acquisition Co. (the "Company"), A&M, Antonio C. Alvarez, A&M Investment Associates #3 LLC, the Agent and certain other employees of A&M (the "Management Services Agreement"). Capitalized terms used herein without definition shall have the meanings given thereto in the Management Services Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER . . . . 6Asset Purchase Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • California
INTERCREDITOR AND SUBORDINATION AGREEMENT Dated as of January 31, 1997Intercreditor and Subordination Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • California
NON-TRANSFERABLE STOCK OPTION AGREEMENT THIS NON-TRANSFERABLE STOCK OPTION AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, the "AGREEMENT") is dated as of the 31st day of January, 1997, and is entered into...Non-Transferable Stock Option Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • New York
SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of January 31, 1997, is between WEI Acquisition Co., a Delaware corporation (which will change its name to Wherehouse Entertainment, Inc.) ("Borrower"), and United States Trust Company of New York,...Security Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • California
Loan and Security Agreement by and betweenLoan and Security Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • California
WEI ACQUISITION CO. Trade Creditors INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of January 31, 1997Intercreditor and Collateral Agency Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • California
STOCK SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the "AGREEMENT") is entered into as of January 31, 1997, by and among WEI Acquisition Co., a Delaware corporation (the "COMPANY"), and A&M Investment Associates #3, LLC, a Delaware...Stock Subscription Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • New York
MANAGEMENT SERVICES AGREEMENT THIS MANAGEMENT SERVICES AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, the "AGREEMENT") is entered into as of January 31, 1997 among WEI ACQUISITION CO., a Delaware corporation...Management Services Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • New York
STOCK PLEDGE AGREEMENT In order to induce WEI ACQUISITION CO. ("SECURED PARTY") to accept from A&M INVESTMENT ASSOCIATES #3, LLC ("DEBTOR") (i) its Secured Recourse Promissory Note, dated January 31, 1997, in the original principal amount of $335,000...Stock Pledge Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores • New York
Letterhead of Cerberus Partners, L.P. 950 Third Avenue, 20th Floor New York, New York 10022 (212) 421-2600 Fax (212) 421-2947] Dated as of October 14, 1996 Alvarez & Marsal, Inc. 885 Third Avenue, Suite 170 New York, New York 10022-4802 Attention:...Interim Management Agreement • February 12th, 1997 • Wherehouse Entertainment Inc • Retail-record & prerecorded tape stores
This letter agreement sets forth our understanding with respect to the terms and conditions under which Alvarez & Marsal, Inc. ("A&M") shall provide certain management and consulting services to Cerberus Partners, L.P., in its capacity as the agent (the "Agent") under that certain Credit Agreement dated as of June 11, 1992 (the "Credit Agreement") among Wherehouse Entertainment, Inc ("WEI"), as the Borrower, the Agent and certain other lenders (collectively, the "Senior Lenders").
