QuickLinks -- Click here to rapidly navigate through this documentEquipment Note • September 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER FEDERAL OR STATE SECURITIES LAWS, OR UNLESS THE PROPOSED TRANSACTION IS REGISTERED OR QUALIFIED AS REQUIRED.
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • September 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses
This ASSIGNMENT AND ASSUMPTION (this "Assignment and Assumption") dated as of September 10, 2002 is made between F.A.O., Inc., a California corporation (the "Assignor") and FAO, Inc., a Delaware corporation (the "Assignee").
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Second Amendment") is entered into and effective as of August 15, 2002 by and among, on the one hand, F.A.O., Inc., a California corporation, FAO Schwarz, Inc., a Delaware corporation, and ZB Company, Inc., a Delaware corporation (collectively, "Borrowers"), and, on the other hand, the financial institutions from time to time party to the Loan Agreement referred to below (collectively, the "Lenders" and each individually, a "Lender") and Wells Fargo Retail Finance, LLC, as agent for the Lenders (in such capacity, "Agent").
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "First Amendment") is entered into as of May 31, 2002 by and among F.A.O., Inc., a California corporation ("Parent"), FAO Schwarz, Inc., a Delaware corporation ("Schwarz"), ZB Company, Inc., a Delaware corporation ("ZB", and jointly, severally, and jointly and severally with Parent and Schwarz, "Borrowers"), the financial institutions from time to time party to the Loan Agreement referred to below (the "Lenders") and Wells Fargo Retail Finance, LLC, as Agent for the Lenders (in such capacity, "Agent").
Form of FAO, INC. STOCK OPTION AGREEMENT (Granted under the 2001 Employee Stock Option Plan)Stock Option Agreement • September 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses • Pennsylvania
This Stock Option Agreement (this "Agreement") is entered into as of , (the "Grant Date"), by and between FAO, Inc., a Delaware corporation (the "Company"), and *** (the "Optionee") pursuant to the Company's 2001 Employee Stock Option Plan (the "Plan"). All initially capitalized terms not expressly defined herein shall have the meanings assigned thereto in the Plan.
SECURITY AGREEMENTSecurity Agreement • September 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses • New York
This SECURITY AGREEMENT, dated as of August 15, 2002, is made by each of F.A.O., Inc. ("FAO"), a California corporation, FAO Schwarz, Inc. ("Schwarz"), a Delaware corporation and ZB Company, Inc., a Delaware corporation ("ZB", and, together with FAO and Schwarz, "Grantors"), in favor of Kayne Anderson Capital Advisors, L.P., as agent ("KACA") and Fortune Twenty-Fifth, Inc. (together with KACA, the "Secured Parties"), holders of certain notes of even date herewith in the aggregate principal amount of up to $10,500,000 (the "Equipment Notes"), issued by Grantors to Secured Parties, with reference to the following facts:
