0001116502-06-000806 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York

In consideration of loans being made by IIG Capital LLC, as agent for IIG Trade Opportunities Fund NV (together with its successors and assigns, "Secured Party"), to Internet Billing Company, LLC, a Georgia limited liability company (together with its successors and assigns, “Borrower”), pursuant to a Credit and Security Agreement dated December 31, 2004 between the Borrower and the Secured Party (the “Original Credit Agreement”), as amended by a First Amendment to Credit and Security Agreement and Consent Agreement dated the date hereof among the Borrower, the Secured Party and the Guarantors (as such term is defined therein) (the “Amendment” and collectively with the Original Credit Agreement, as the same may be amended, modified, supplemented, restated or renewed from time to time, the “Credit Agreement), MEDIA BILLING LLC, (together with its successors and assigns, the “Grantor”) entered into a Guaranty dated as of December 31, 2004 in favor of the Secured Party (the “Guaranty”) pu

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FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND CONSENT AGREEMENT
Credit and Security Agreement • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec

This First Amendment and Consent Agreement dated as of December 2, 2005 (the "First Amendment"), to that certain Credit and Security Agreement made as of the 31st day of December 2004 by and among IIG CAPITAL, LLC, a New York limited liability company, as agent for IIG TRADE OPPORTUNITIES FUND NV (the “Lender”), and INTERNET BILLING COMPANY, LLC, a Georgia limited liability company (“iBill” or “Borrower”) and consented to by MEDIA BILLING COMPANY, LLC, a New York limited liability company (“Media Billing”), and PHSL WORLDWIDE, INC., a Florida corporation (“PHSL” and with Media Billing, the “Initial Guarantors”), and by INTERACTIVE BRAND DEVELOPMENT, INC., a Delaware corporation (“IBD”), and XTV INVESTMENTS LLC, a Delaware limited liability company (“XTV” and together with IBD, Media Billing and PHSL, individually, a “Guarantor” and collectively, the “Guarantors”).

OFFICE LEASE
Office Lease • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec

THIS AGREEMENT, dated 11-9, 2005, between 3275 GABRILOVE, LLC, a Florida Corporation, (“Landlord”) and IBD dba Interactive Brand Development, a Florida corporation, (“Tenant”).

SECURITY AGREEMENT
Security Agreement • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York

SECURITY AGREEMENT dated as of December 2, 2005 ("Agreement") between INTERACTIVE BRAND DEVELOPMENT, INC., a Delaware corpora­tion (the "Debtor"), and IIG CAPITAL, LLC, a New York limited liability company, as agent for IIG TRADE OPPORTUNITIES FUND NV (the "Secured Party").

IN THE COUNTY COURT IN AND FOR BROWARD COUNTY, FLORIDA CASE NO.: COCE 05-12786 52 COUNTY CIVIL DIVISION
Interactive Brand Development Inc. • April 17th, 2006 • Services-business services, nec
XTV GUARANTY
XTV Guaranty • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York

THIS GUARANTY, dated December 2, 2005, by the undersigned (the “Guarantor”) in favor of and for the benefit of IIG CAPITAL LLC, a New York limited liability company, as agent for IIG TRADE OPPORTUNITY FUND (the “Lender”).

AMENDED AND RESTATED GUARANTY
Guaranty • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York

THIS AMENDED AND RESTATED GUARANTY, dated December 2, 2005, by the undersigned (the “Guarantor”) in favor of and for the benefit of IIG CAPITAL LLC, a New York limited liability company, as agent for IIG TRADE OPPORTUNITY FUND (the “Lender”).

PLEDGE AGREEMENT
Pledge Agreement • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York

In consideration of loans being made by IIG Capital LLC, as agent for IIG Trade Opportunities Fund NV (together with its successors and assigns, "Secured Party"), to Internet Billing Company, LLC, a Georgia limited liability company (together with its successors and assigns, “Borrower”), pursuant to a Credit and Security Agreement dated December 31, 2004 between the Borrower and the Secured Party (the “Original Credit Agreement”), as amended by a First Amendment to Credit and Security Agreement and Consent Agreement dated the date hereof among the Borrower, the Secured Party and the Guarantors (as such term is defined therein) (the “Amendment” and collectively with the Original Credit Agreement, as the same may be amended, modified, supplemented, restated or renewed from time to time, the “Credit Agreement), XTV INVESTMENTS LLC (together with its successors and assigns, the “Grantor”) entered into a Guaranty dated the date hereof in favor of the Secured Party (the “Guaranty”) pursuant

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