REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of April 23, 2003 between FAO, Inc., a Delaware corporation (the “Company”), and each of the undersigned and those who may purchase the Securities (as defined) in the future (each individually a “Purchaser,” and collectively the “Purchasers”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”) is entered into and effective as of April 21, 2003 by and among, on the one hand, FAO, Inc., a Delaware corporation (“Company”), and certain purchasers (the “Purchasers”) under that certain Securities Purchase Agreement dated as of April 3, 2003 (the “Purchase Agreement”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses
THIS COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is made as of April 23, 2003, by and among, FAO, Inc. (“FAO”), a Delaware corporation, successor by merger to The Right Start, Inc., a California corporation; FAO Schwarz, Inc. (“Schwarz”), a Delaware corporation, formerly known as Toy Soldier, Inc., a Delaware corporation; ZB Company, Inc. (“ZB”), a Delaware corporation, successor in interest to Zany Brainy, Inc., a Pennsylvania corporation; The Right Start, Inc. (“Right Start”), a Delaware corporation; and Targoff-RS, LLC (“Targoff”), a New York limited liability company (FAO, Schwarz, ZB, Right Start, and Targoff being referred to collectively herein as the “Borrowers” and each, individually, as a “Borrower”), and Fleet Retail Finance Inc., in its capacity as administrative and collateral agent (in such capacity, together with its successors and assigns, the “Agent”), for the benefit of the various financial institutions who are from time to time Lenders under the Credit Agreement
GUARANTY (FAO, Inc.)Purchase Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York
This GUARANTY, dated as of April 23, 2003, is made by FAO, Inc. (fka The Right Start, Inc.), a Delaware corporation (“Guarantor”), in favor of KBB Retail Assets Corp., a New York corporation (fka F.A.O. Schwarz) ( the “Subordinated Note Holder”) the holder of that certain Subordinated Note (the “Subordinated Note”) issued by FAO Schwarz, Inc. (fka Toy Soldier, Inc.), a Delaware corporation (“Issuer”) and wholly-owned subsidiary of Guarantor pursuant to the Plan (defined below):
SECURITY AGREEMENTSecurity Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York
This SECURITY AGREEMENT, dated as of April 23, 2003 is made by each of FAO, Inc. (“FAO”), a Delaware 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 Richard Kayne (“Richard Kayne”), and Fortune Twenty-Fifth, Inc. (together with Richard Kayne, the “Secured Parties”), holders of certain notes dated as of even date with this Security Agreement in the aggregate principal amount of $4,000,000 (the “Equipment Notes”), issued by Grantors to Secured Parties, with reference to the following facts:
FAO SCHWARZ, INC. SECURITY AGREEMENTSecurity Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York
This SECURITY AGREEMENT, dated as of April 23, 2003, is made by FAO Schwarz, Inc. (fka Toy Soldier, Inc.), a Delaware corporation (“Grantor”), in favor of KBB Retail Assets Corp. (fka F.A.O. Schwarz), a New York corporation (the “Subordinated Secured Party”), the holder of that certain Subordinated Note (the “Subordinated Note”) issued by Grantor pursuant to the Plan (as defined below) to Subordinated Secured Party, with reference to the following facts:
April 22, 2003Fao Inc • May 16th, 2003 • Retail-catalog & mail-order houses
In consideration of the purchase by Hancock Park Capital II, L.P. (“Hancock”) of 5,000 shares of FAO, Inc. Class I Convertible Preferred Stock (the “Shares”), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, this letter constitutes the following agreement:
April 22, 2003Fao Inc • May 16th, 2003 • Retail-catalog & mail-order houses
This letter agreement constitutes the agreement of FAO, Inc. (“FAO”) that, so long as Hancock Park Capital II LP (“Hancock”) and its affiliates own not less than 3,000 Shares or the shares of FAO Common Stock into which such Shares have been converted, Hancock shall have the right to designate one person for election to FAO’s Board of Directors (the “Designee”). FAO agrees that it shall (A) nominate the Designee for election to FAO’s Board of Directors, and take all related actions as may reasonably be necessary to cause such nomination, on the same basis as FAO nominates all other directors for election and (B) use its best efforts to cause FAO shareholders to elect the Designee to FAO’s Board of Directors. It shall constitute best efforts if FAO (1) includes the Designee in its annual proxy statement and proxy card for the election of directors; provided that Hancock has delivered the information necessary for such inclusion as required under the Securities Exchange Act of 1934, as a
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses
This Trademark Security Agreement (this “Agreement”) is made as of April 23, 2003 by and among FAO, Inc. (“FAO”), a Delaware corporation, FAO Schwarz, Inc. (“Schwarz”), a Delaware corporation, ZB Company, Inc. (“ZB”), a Delaware corporation, The Right Start, Inc. (“Right Start”), a Delaware corporation, and Targoff-RS, LLC (“Targoff”), a New York limited liability company (FAO, Schwarz, ZB, Right Start, and Targoff being referred to collectively herein as the “Borrowers” and each, individually, as a “Borrower”), and Fleet Retail Finance Inc., in its capacity as administrative and collateral agent (in such capacity, together with its successors and assigns, the “Agent”), for the benefit of the various financial institutions who are from time to time Lenders under the Credit Agreement described below (collectively, the Agent and the Lenders are referred to as the “Secured Parties”).
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses
This Securities Pledge Agreement (this “Pledge Agreement”), dated as of April 23, 2003, is by and among FAO, Inc. (“FAO”), a Delaware corporation, FAO Schwarz, Inc. (“Schwarz”), a Delaware corporation, ZB Company, Inc. (“ZB”), a Delaware corporation, The Right Start, Inc. (“Right Start”), a Delaware corporation, and Targoff-RS, LLC (“Targoff”), a New York limited liability company (FAO, Schwarz, ZB, Right Start, and Targoff being referred to collectively herein as the “Pledgors” and each, individually, as a “Pledgor”), and Fleet Retail Finance Inc., in its capacity as administrative and collateral agent (in such capacity, together with its successors and assigns, the “Agent”), for the benefit of the various financial institutions who are from time to time are Lenders under the Credit Agreement described below (each, a “Beneficiary” and, collectively, the “Beneficiaries”).
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...Fao Inc • May 16th, 2003 • Retail-catalog & mail-order houses • New York
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as amended, supplemented or otherwise modified from time to time, the “Subordination Agreement”) dated as of April 23, 2003, among FAO, Inc. (the “Parent”), FAO Schwarz, Inc. (collectively with the Parent, the “Obligors”), KBB Retail Assets Corp., Quality Fulfillment Services, Inc., and Fleet Retail Finance Inc. in its capacity as Agent (the “Agent”) for itself and certain lending institutions (collectively, the “Senior Lenders”) from time to time party to that certain Loan and Security Agreement dated as of April 23, 2003 (as amended, supplemented or otherwise modified from time to time, the “Senior Credit Agreement”), among FAO, Inc., FAO Schwarz, Inc., ZB Company, Inc., The Right Start, Inc., Targoff-RS, LLC, Fleet Retail Finance Inc., Back Bay Capital Funding LLC and the other lending institutions party
LOAN AND SECURITY AGREEMENT FLEET RETAIL FINANCE INC., ADMINISTRATIVE AGENT, COLLATERAL AGENT AND SYNDICATION AGENT FOR THE LENDERS NAMED HEREIN CONGRESS FINANCIAL CORPORATION (CENTRAL) and WELLS FARGO RETAIL FINANCE II, LLC, CO- DOCUMENTATION AGENTS...Loan and Security Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses
This LOAN AND SECURITY AGREEMENT is made by and among Fleet Retail Finance Inc., as Administrative Agent, Collateral Agent and Syndication Agent for the Lenders and the Issuing Bank (in each such capacity, the “AGENT”), a Delaware corporation, with offices at 40 Broad Street, Boston, Massachusetts 02109,
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...Fao Inc • May 16th, 2003 • Retail-catalog & mail-order houses • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE, IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF APRIL , 2003 (AS AMENDED BY AND THROUGH THE DATE HEREOF AND AS FURTHER AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”) BY AND AMONG KAYNE ANDERSON CAPITAL ADVISORS, L.P,. FORTUNE TWENTY-FIFTH, INC., FAO, INC., FAO SCHWARZ, INC., ZB COMPANY, INC. AND FLEET RETAIL FINANCE INC., AS AGENT FOR THE LENDERS (THE “SENIOR LENDERS”), TO ALL INDEBTEDNESS OWED BY THE MAKER OF THIS NOTE TO THE SENIOR LENDERS, AND THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT.
FAO, INC. SECURITY AGREEMENTInc. Security Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York
This SECURITY AGREEMENT, dated as of April 23, 2003, is made by FAO, Inc. (fka The Right Start, Inc.), a Delaware corporation (“Grantor”), in favor of KBB Retail Assets Corp. (fka F.A.O. Schwarz), a New York corporation (the “Subordinated Secured Party”), the holder of that certain Subordinated Note (the “Subordinated Note”) issued by Grantor pursuant to the Plan (as defined below) to Subordinated Secured Party and guaranteed by Grantor, with reference to the following facts:
SHAREHOLDERS AGREEMENT TAG-ALONG RIGHTS AND DRAG-ALONG RIGHTSShareholders Agreement • May 16th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York
This SHAREHOLDERS AGREEMENT, dated as of April 23, 2003 (this “Agreement”), among the holders (the “Holders”) who have purchased the Class I Convertible Preferred Stock (the “Convertible Preferred Stock”) of FAO, Inc. (the “Company”) and the Company.
April 3, 2003Fao Inc • May 16th, 2003 • Retail-catalog & mail-order houses
This letter agreement constitutes the agreement of FAO, Inc. (“FAO”) that, so long as Saks Incorporated (“Saks”) and its affiliates own not less than 3,000 Shares or the shares of FAO Common Stock into which at least 3,000 Shares have been converted, Saks shall have the right to designate one person for election to FAO’s Board of Directors (the “Designee”). FAO agrees that it shall (A) nominate the Designee for election to FAO’s Board of Directors, and take all related actions as may reasonably be necessary to cause such nomination, on the same basis as FAO nominates all other directors for election and (B) use its best efforts to cause FAO shareholders to elect the Designee to FAO’s Board of Directors. It shall constitute best efforts if FAO (1) includes the Designee in its annual proxy statement and proxy card for the election of directors; provided that Saks has delivered the information necessary for such inclusion as required under the Securities Exchange Act of 1934, as amended,
