Manufacturers and Traders Trust Company] February 9, 2006Youbet Com Inc • February 13th, 2006 • Services-miscellaneous amusement & recreation • Maryland
Pursuant to a Credit Agreement dated September 5, 2003, as amended by a First Amendment dated January 4, 2005, a Second Amendment dated June 13, 2005, a Third Amendment dated August 22, 2005, and a Fourth Amendment dated November 23, 2005 (as so amended, the “Credit Agreement”) by and among United Tote Company (“Borrower”) and Manufacturers and Traders Trust Company (“Lender”), Lender has made certain loans and financial accommodations available to Borrower. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York
THIS STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is made as of February 10, 2006, by and among Youbet.com, Inc., a Delaware corporation (the “Corporation”), and UT Group, LLC, a Delaware limited liability company (the “Holder”).
CREDIT AGREEMENT MARYLANDCredit Agreement • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • Maryland
Borrower:United Tote Company a(n)o individualþ corporationo general partnershipo limited liability companyo organized under the laws of Montana having its chief executive office at 11505 Susquehanna Trail, Glen Rock, Pennsylvania
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York
portions of the Escrow Funds in an account maintained by the Escrow Agent (the “Escrow Account”); and (iii) invest and disburse the Escrow Funds, in each case in accordance with the terms and conditions of this Agreement.
MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York
THIS MANAGEMENT RETENTION AGREEMENT (this “Agreement”) is entered into as of February 10, 2006, by and among Youbet.com, Inc., a Delaware corporation (“Youbet”), UT Group, LLC, a Delaware limited liability company (“Seller”), Joe Tracy (“Tracy”) and Terry Woods (“Woods” and together with Tracy, the “Executives”).
CONTINUING GUARANTY (Business Organization) MarylandContinuing Guaranty • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • Maryland
